Common use of Exculpatory Provisions Clause in Contracts

Exculpatory Provisions. No Agent or any of its officers, directors, employees or agents shall be liable to Lenders for any action taken or omitted by such Agent under or in connection with any of the Loan Documents except to the extent caused by such Agent’s gross negligence or willful misconduct. An Agent shall be entitled to refrain from any act or the taking of any action (including the failure to take an action) in connection with this Agreement or any of the other Loan Documents or from the exercise of any power, discretion or authority vested in it hereunder or thereunder unless and until such Agent shall have received instructions in respect thereof from Requisite Lenders (or such other Lenders as may be required to give such instructions under subsection 10.6) and, upon receipt of such instructions from Requisite Lenders (or such other Lenders, as the case may be), such Agent shall be entitled to act or (where so instructed) refrain from acting, or to exercise such power, discretion or authority, in accordance with such instructions; provided that no Agent shall be required to take any action that, in its opinion or the opinion of its counsel, may expose such Agent to liability or that is contrary to any Loan Document or applicable law. Without prejudice to the generality of the foregoing, (i) each Agent shall be entitled to rely, and shall be fully protected in relying, upon any communication (including any electronic message, Internet or intranet website posting or other distribution), instrument or document believed by it to be genuine and correct and to have been signed or sent by the proper person or persons, and shall be entitled to rely and shall be protected in relying on opinions and judgments of attorneys (who may be attorneys for Company and its Subsidiaries), accountants, experts and other professional advisors selected by it; and (ii) no Lender shall have any right of action whatsoever against an Agent as a result of such Agent acting or (where so instructed) refraining from acting under this Agreement or any of the other Loan Documents in accordance with the instructions of Requisite Lenders (or such other Lenders as may be required to give such instructions under subsection 10.6).

Exculpatory Provisions. No Agent or nor any of its officers, partners, directors, employees or agents shall be liable to Lenders for any action taken or omitted by such any Agent under or in connection with any of the Loan Credit Documents except to the extent caused by such Agent’s gross negligence or willful misconduct, as determined by a final, non-appealable judgment of a court of competent jurisdiction. An Each Agent shall be entitled to refrain from any act or the taking of any action (including the failure to take an action) in connection herewith or with this Agreement or any of the other Loan Credit Documents or from the exercise of any power, discretion or authority vested in it hereunder or thereunder unless and until such Agent shall have received instructions in respect thereof from Requisite Lenders (or such other Lenders as may be required to give such instructions under subsection 10.6Section 10.5) and, upon receipt of such instructions from Requisite Lenders (or such other Lenders, as the case may be), such Agent shall be entitled to act or (where so instructed) refrain from acting, or to exercise such power, discretion or authority, in accordance with such instructions; provided that no Agent shall be required to take any action that, in its opinion or the opinion of its counsel, may expose such Agent to liability or that is contrary to any Loan Document or applicable law. Without prejudice to the generality of the foregoing, (i) each Agent shall be entitled to rely, and shall be fully protected in relying, upon any communication (including any electronic message, Internet or intranet website posting or other distribution)communication, instrument or document believed by it to be genuine and correct and to have been signed or sent by the proper person Person or persons, Persons and shall be entitled to rely and shall be protected in relying on opinions and judgments of attorneys (who may be attorneys for Company Borrower and its Subsidiaries), accountants, experts and other professional advisors selected by it; and (ii) no Lender shall have any right of action whatsoever against an any Agent as a result of such Agent acting or (where so instructed) refraining from acting under this Agreement hereunder or any of the other Loan Credit Documents in accordance with the instructions of Requisite Lenders (or such other Lenders as may be required to give such instructions under subsection 10.6Section 10.5).

Exculpatory Provisions. No Agent or nor any of its officers, partners, directors, employees or agents shall be liable to Lenders for any action taken or omitted by such any Agent under or in connection with any of the Loan Credit Documents except to the extent caused by such Agent’s 's gross negligence or willful misconduct. An Each Agent shall be entitled to refrain from any act or the taking of any action (including the failure to take an action) in connection with this Agreement herewith or any of the other Loan Credit Documents or from the exercise of any power, discretion or authority vested in it hereunder or thereunder unless and until such Agent shall have received instructions in respect thereof from Requisite Lenders (or such other Lenders as may be required to give such instructions under subsection 10.6Section 10.5) and, upon receipt of such instructions from Requisite Lenders (or such other Lenders, as the case may be), such Agent shall be entitled to act or (where so instructed) refrain from acting, or to exercise such power, discretion or authority, in accordance with such instructions; provided that no Agent shall be required to take any action that, in its opinion or the opinion of its counsel, may expose such Agent to liability or that is contrary to any Loan Document or applicable law. Without prejudice to the generality of the foregoing, (i) each Agent shall be entitled to rely, and shall be fully protected in relying, upon any communication (including any electronic message, Internet or intranet website posting or other distribution)communication, instrument or document believed by it to be genuine and correct and to have been signed or sent by the proper person Person or personsPersons, and shall be entitled to rely and shall be protected in relying on opinions and judgments of attorneys (who may be attorneys for Company and its Subsidiaries), accountants, experts and other professional advisors selected by it; and (ii) no Lender shall have any right of action whatsoever against an any Agent as a result of such Agent acting or (where so instructed) refraining from acting under this Agreement hereunder or any of the other Loan Credit Documents in accordance with the instructions of Requisite Lenders (or such other Lenders as may be required to give such instructions under subsection 10.6Section 10.5).

Exculpatory Provisions. No Agent or any of its officers, directors, employees or agents shall be liable to Lenders for any action taken or omitted by such Agent under or in connection with any of the Loan Documents except to the extent caused by such Agent’s gross negligence or willful misconduct. An Agent shall be entitled to refrain from any act or the taking of any action (including the failure to take an action) in connection with this Agreement or any of the other Loan Documents or from the exercise of any power, discretion or authority vested in it hereunder or thereunder unless and until such Agent shall have received instructions any duties or obligations except those expressly set forth in respect thereof from Requisite Lenders (or such other Lenders as may be required to give such instructions under subsection 10.6) and, upon receipt of such instructions from Requisite Lenders (or such other Lenders, as the case may be), such Agent shall be entitled to act or (where so instructed) refrain from acting, or to exercise such power, discretion or authority, in accordance with such instructions; provided that no Agent shall be required to take any action that, in its opinion or the opinion of its counsel, may expose such Agent to liability or that is contrary to any Loan Document or applicable lawDocuments. Without prejudice to limiting the generality of the foregoing, (ia) each no Agent shall be entitled subject to rely, and shall be fully protected in relying, upon any communication (including any electronic message, Internet or intranet website posting fiduciary or other distribution)implied duties, instrument or document believed by it to be genuine regardless of whether a Default has occurred and correct and to have been signed or sent by the proper person or personsis continuing, and shall be entitled to rely and shall be protected in relying on opinions and judgments of attorneys (who may be attorneys for Company and its Subsidiaries), accountants, experts and other professional advisors selected by it; and (iib) no Lender Agent shall have any right of duty to take any discretionary action whatsoever against an Agent as a result of or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the Loan Documents that such Agent acting or (where so instructed) refraining from acting under this Agreement or any of is required to exercise in writing by the other Loan Documents in accordance with the instructions of Requisite Required Lenders (or such other number or percentage of the Lenders as may shall be required necessary under the circumstances as provided in Section 11.02), and (c) except as expressly set forth in the Loan Documents, no Agent shall have any duty to give disclose or shall be liable for the failure to disclose, any information relating to Borrower or any of its Subsidiaries that is communicated to or obtained by the person serving as such instructions Agent or any of its Affiliates in any capacity. No Agent shall be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under subsection 10.6)the circumstances as provided in Section 11.02) or in the absence of its own gross negligence or willful misconduct. No Agent shall be deemed to have knowledge of any Default unless and until written notice thereof is given to such Agent by Borrower or a Lender, and no Agent shall be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Loan Document, (ii) the contents of any certificate, report or other document delivered thereunder or in connection therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Loan Document, (iv) the validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document or (v) the satisfaction of any condition set forth in Article IV or elsewhere in any Loan Document.

Exculpatory Provisions. No Agent or nor any of its officers, partners, directors, employees or agents shall be liable to the Lenders (i) for any action taken or omitted by such any Agent (A) under or in connection with any of the Loan Documents or (B) with the consent or at the request of the Required Lenders (or, if so specified by this Agreement, all Lenders or any other instructing group of Lenders specified by this Agreement) except to the extent caused by such Agent’s gross negligence or willful misconduct, as determined by a final, non-appealable judgment of a court of competent jurisdiction or (ii) for any failure of any Loan Party to perform its obligations under this Agreement or any other Loan Document. An No Agent shall, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose or be liable for the failure to disclose, any information relating to the Borrower or any of its Affiliates that is communicated to or obtained by such Agent or any of its Affiliates in any capacity. Each Agent shall be entitled to refrain from any act or the taking of any action (including the failure to take an action) in connection with this Agreement herewith or any of the other Loan Documents or from the exercise of any power, discretion or authority vested in it hereunder or thereunder unless and until such Agent shall have received instructions in respect thereof from Requisite Required Lenders (or such other Lenders as may be required to give such instructions under subsection 10.6Section 10.05) and, upon receipt of such instructions from Requisite Required Lenders (or such other Lenders, as the case may be), such Agent shall be entitled to act or (where so instructed) refrain from acting, or to exercise such power, discretion or authority, in accordance with such instructions; provided that no Agent instructions and shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose such Agent to liability or that is contrary to any Loan Document or applicable law. Without prejudice to the generality of the foregoing, (i) each Agent shall be entitled to rely, and shall be fully protected in relying, upon any communication (including any electronic message, Internet or intranet website posting or other distribution)communication, instrument or document believed by it to be genuine and correct and to have been signed or sent by the proper person Person or personsPersons, and shall be entitled to rely and shall be protected in relying on opinions and judgments of attorneys (who may be attorneys for Company Holdings and its Subsidiaries), accountants, experts and other professional advisors selected by it; and (ii) no Lender shall have any right of action whatsoever against an any Agent as a result of such Agent acting or (where so instructed) refraining from acting under this Agreement hereunder or any of the other Loan Documents in accordance with the instructions of Requisite Required Lenders (or such other Lenders as may be required to give such instructions under subsection 10.6Section 10.05).

Exculpatory Provisions. No Agent or nor any of its officers, partners, directors, employees or agents shall be liable to the Lenders (i) for any action taken or omitted by such any Agent (A) under or in connection with any of the Loan Documents or (B) with the consent or at the request of the Required Lenders (or, if so specified by this Agreement, all Lenders or any other instructing group of Lenders specified by this Agreement) except to the extent caused by such Agent’s gross negligence or willful misconduct, as determined by a final, non-appealable judgment of a court of competent jurisdiction or (ii) for any failure of any Loan Party to perform its obligations under this Agreement or any other Loan Document. An No Agent shall, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose or be liable for the failure to disclose, any information relating to any Borrower or any of its Affiliates that is communicated to or obtained by such Agent or any of its Affiliates in any capacity. Each Agent shall be entitled to refrain from any act or the taking of any action (including the failure to take an action) in connection with this Agreement herewith or any of the other Loan Documents or from the exercise of any power, discretion or authority vested in it hereunder or thereunder unless and until such Agent shall have received instructions in respect thereof from Requisite Required Lenders (or such other Lenders as may be required to give such instructions under subsection 10.6Section 10.05) and, upon receipt of such instructions from Requisite Required Lenders (or such other Lenders, as the case may be), such Agent shall be entitled to act or (where so instructed) refrain from acting, or to exercise such power, discretion or authority, in accordance with such instructions; provided that no Agent instructions and shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose such Agent to liability or that is contrary to any Loan Document or applicable law. Without prejudice to the generality of the foregoing, (i) each Agent shall be entitled to rely, and shall be fully protected in relying, upon any communication (including any electronic message, Internet or intranet website posting or other distribution)communication, instrument or document believed by it to be genuine and correct and to have been signed or sent by the proper person Person or personsPersons, and shall be entitled to rely and shall be protected in relying on opinions and judgments of attorneys (who may be attorneys for Company and its Subsidiariesa Group Member), accountants, experts and other professional advisors selected by it; and (ii) no Lender shall have any right of action whatsoever against an any Agent as a result of such Agent acting or (where so instructed) refraining from acting under this Agreement hereunder or any of the other Loan Documents in accordance with the instructions of Requisite Required Lenders (or such other Lenders as may be required to give such instructions under subsection 10.6Section 10.05).

Exculpatory Provisions. No Agent or nor any of its officers, partners, directors, employees or agents shall be liable to Lenders for any action taken or omitted by such any Agent under or in connection with any of the Loan Credit Documents except to the extent caused by such Agent’s gross negligence or willful misconduct, as determined by a court of competent jurisdiction in a final, non-appealable order. An Each Agent shall be entitled to refrain from any act or the taking of any action (including the failure to take an action) in connection with this Agreement herewith or any of the other Loan Credit Documents or from the exercise of any power, discretion or authority vested in it hereunder or thereunder unless and until such Agent shall have received instructions in respect thereof from Requisite Lenders (or such other Lenders as may be required to give such instructions under subsection 10.6Section 10.5) and, upon receipt of such instructions from Requisite Lenders (or such other Lenders, as the case may be), such Agent shall be entitled to act or (where so instructed) refrain from acting, or to exercise such power, discretion or authority, in accordance with such instructions; provided that no Agent shall be required to take any action that, in its opinion or the opinion of its counsel, may expose such Agent to liability or that is contrary to any Loan Document or applicable law. Without prejudice to the generality of the foregoing, (i) each Agent shall be entitled to rely, and shall be fully protected in relying, upon any communication (including any electronic message, Internet or intranet website posting or other distribution)communication, instrument or document believed by it to be genuine and correct and to have been signed or sent by the proper person Person or personsPersons, and shall be entitled to rely and shall be protected in relying on opinions and judgments of attorneys (who may be attorneys for Company Holdings and its Subsidiaries), accountants, experts and other professional advisors selected by it; and (ii) no Lender shall have any right of action whatsoever against an any Agent as a result of such Agent acting or (where so instructed) refraining from acting under this Agreement hereunder or any of the other Loan Credit Documents in accordance with the instructions of Requisite Lenders (or such other Lenders as may be required to give such instructions under subsection 10.6Section 10.5).

Exculpatory Provisions. No Agent or any of its officers, directors, employees or agents shall be liable to Lenders for any action taken or omitted by such Agent under or in connection with any of the Loan Documents except to the extent caused by such Agent’s gross negligence or willful misconduct. An Agent shall be entitled to refrain from any act or the taking of any action (including the failure to take an action) in connection with this Agreement or any of the other Loan Documents or from the exercise of any power, discretion or authority vested in it hereunder or thereunder unless and until such Agent shall have received instructions any duties or obligations except those expressly set forth in respect thereof from Requisite Lenders (or such other Lenders as may be required to give such instructions under subsection 10.6) and, upon receipt of such instructions from Requisite Lenders (or such other Lenders, as the case may be), such Agent shall be entitled to act or (where so instructed) refrain from acting, or to exercise such power, discretion or authority, in accordance with such instructions; provided that no Agent shall be required to take any action that, in its opinion or the opinion of its counsel, may expose such Agent to liability or that is contrary to any Loan Document or applicable lawDocuments. Without prejudice to limiting the generality of the foregoing, (ia) each no Agent shall be entitled subject to rely, and shall be fully protected in relying, upon any communication (including any electronic message, Internet or intranet website posting fiduciary or other distribution)implied duties, instrument or document believed by it to be genuine regardless of whether a Default has occurred and correct and to have been signed or sent by the proper person or personsis continuing, and shall be entitled to rely and shall be protected in relying on opinions and judgments of attorneys (who may be attorneys for Company and its Subsidiaries), accountants, experts and other professional advisors selected by it; and (iib) no Lender Agent shall have any right of duty to take any discretionary action whatsoever against an Agent as a result of or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the Loan Documents that such Agent acting or (where so instructed) refraining from acting under this Agreement or any of is required to exercise in writing by the other Loan Documents in accordance with the instructions of Requisite Required Lenders (or such other number or percentage of the Lenders as may shall be required necessary under the circumstances as provided in Section 11.02), and (c) except as expressly set forth in the Loan Documents, no Agent shall have any duty to give disclose or shall be liable for the failure to disclose, any information relating to Borrower or any of its Subsidiaries that is communicated to or obtained by the bank serving as such instructions Agent or any of its Affiliates in any capacity. No Agent shall be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under subsection 10.6)the circumstances as provided in Section 11.02) or in the absence of its own gross negligence or willful misconduct. No Agent shall be deemed to have knowledge of any Default unless and until written notice thereof is given to such Agent by Borrower or a Lender, and no Agent shall be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Loan Document, (ii) the contents of any certificate, report or other document delivered thereunder or in connection therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Loan Document, (iv) the validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document or (v) the satisfaction of any condition set forth in Article IV or elsewhere in any Loan Document.

Exculpatory Provisions. No Agent or Neither of the Agents nor any of its their respective officers, directors, employees or agents shall be liable to Lenders for any action taken or omitted by any such Agent under or in connection with any of the Loan Documents except to the extent caused by such Agent’s 's gross negligence or willful misconduct. An Each Agent shall be entitled to refrain from any act or the taking of any action (including the failure to take an action) in connection with this Agreement or any of the other Loan Documents or from the exercise of any power, discretion or authority vested in it hereunder or thereunder unless and until such Agent shall have received instructions in respect thereof from Requisite Lenders (or such other Lenders as may be required to give such instructions under subsection 10.6) and, upon receipt of such instructions from Requisite Lenders (or such other Lenders, as the case may be), such Agent shall be entitled to act or (where so instructed) refrain from acting, or to exercise such power, discretion or authority, in accordance with such instructions; provided that no Agent shall be required to take any action that, in its opinion or the opinion of its counsel, may expose such Agent to liability or that is contrary to any Loan Document or applicable law. Without prejudice to the generality of the foregoing, (i) each Agent shall be entitled to rely, and shall be fully protected in relying, upon any communication (including any electronic message, Internet or intranet website posting or other distribution)communication, instrument or document believed by it to be genuine and correct and to have been signed or sent by the proper person or persons, and shall be entitled to rely and shall be protected in relying on opinions and judgments of attorneys (who may be attorneys for Company and its Subsidiaries), accountants, experts and other professional advisors selected by it; and (ii) no Lender shall have any right of action whatsoever against an any Agent as a result of such Agent acting or (where so instructed) refraining from acting under this Agreement or any of the other Loan Documents in accordance with the instructions of Requisite Lenders (or such other Lenders as may be required to give such instructions under subsection 10.6).

Exculpatory Provisions. No Neither Administrative Agent or nor any of its officers, directors, employees or agents shall be liable to Lenders for any action taken or omitted by such Administrative Agent under or in connection with any of the Loan Documents except to the extent caused by such Administrative Agent’s 's gross negligence or willful misconduct. An Administrative Agent shall be entitled to refrain from any act or the taking of any action (including the failure to take an action) in connection with this Agreement or any of the other Loan Documents or from the exercise of any power, discretion or authority vested in it hereunder or thereunder unless and until such Administrative Agent shall have received instructions in respect thereof from Requisite Lenders (or such other Lenders as may be required to give such instructions under subsection 10.6) and, upon receipt of such instructions from Requisite Lenders (or such other Lenders, as the case may be), such Administrative Agent shall be entitled to act or (where so instructed) refrain from acting, or to exercise such power, discretion or authority, in accordance with such instructions; provided that no Agent shall be required to take any action that, in its opinion or the opinion of its counsel, may expose such Agent to liability or that is contrary to any Loan Document or applicable law. Without prejudice to the generality of the foregoing, (i) each Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any communication (including any electronic message, Internet or intranet website posting or other distribution)communication, instrument or document believed by it to be genuine and correct and to have been signed or sent by the proper person or persons, and shall be entitled to rely and shall be protected in relying on opinions and judgments of attorneys (who may be attorneys for Company Borrower and its Subsidiaries), accountants, experts and other professional advisors selected by it; and (ii) no Lender shall have any right of action whatsoever against an Administrative Agent as a result of such Administrative Agent acting or (where so instructed) refraining from acting under this Agreement or any of the other Loan Documents in accordance with the instructions of Requisite Lenders (or such other Lenders as may be required to give such instructions under subsection 10.6).

Exculpatory Provisions. No Neither Administrative Agent or nor any of its officers, directors, employees or agents shall be liable to Lenders for any action taken or omitted by such Administrative Agent under or in connection with any of the Loan Documents except to the extent caused by such Administrative Agent’s 's gross negligence or willful misconduct. An Administrative Agent shall be entitled to refrain from any act or the taking of any action (including the failure to take an action) in connection with this Agreement or any of the other Loan Documents or from the exercise of any power, discretion or authority vested in it hereunder or thereunder unless and until such Administrative Agent shall have received instructions in respect thereof from Requisite Lenders (or such other Lenders as may be required to give such instructions under subsection 10.6) and, upon receipt of such instructions from Requisite Lenders (or such other Lenders, as the case may be), such Administrative Agent shall be entitled to act or (where so instructed) refrain from acting, or to exercise such power, discretion or authority, in accordance with such instructions; provided that no Agent shall be required to take any action that, in its opinion or the opinion of its counsel, may expose such Agent to liability or that is contrary to any Loan Document or applicable law. Without prejudice to the generality of the foregoing, (i) each Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any communication (including any electronic message, Internet or intranet website posting or other distribution)communication, instrument or document believed by it to be genuine and correct and to have been signed or sent by the proper person or persons, and shall be entitled to rely and shall be protected in relying on opinions and judgments of attorneys (who may be attorneys for Company and its Subsidiaries), accountants, experts and other professional advisors selected by it; and (ii) no Lender shall have any right of action whatsoever against an Administrative Agent as a result of such Administrative Agent acting or (where so instructed) refraining from acting under this Agreement or any of the other Loan Documents in accordance with the instructions of Requisite Lenders (or such other Lenders as may be required to give such instructions under subsection 10.6).

Exculpatory Provisions. No Agent or nor any of its officers, partners, directors, employees or agents shall be liable to Lenders for any action taken or omitted by such any Agent under or in connection with any of the Loan Credit Documents except to the extent caused by such Agent’s gross negligence or willful misconductmisconduct as determined by a final non-appealable judgment of a court of competent jurisdiction. An Each Agent shall be entitled to refrain from any act or the taking of any action (including the failure to take an action) in connection with this Agreement herewith or any of the other Loan Credit Documents or from the exercise of any power, discretion or authority vested in it hereunder or thereunder unless and until such Agent shall have received instructions in respect thereof from Requisite Lenders (or such other Lenders as may be required to give such instructions under subsection 10.6Section 10.5) and, upon receipt of such instructions from Requisite Lenders (or such other Lenders, as the case may be), such Agent shall be entitled to act or (where so instructed) refrain from acting, or to exercise such power, discretion or authority, in accordance with such instructions; provided that no Agent shall be required to take any action that, in its opinion or the opinion of its counsel, may expose such Agent to liability or that is contrary to any Loan Document or applicable law. Without prejudice to the generality of the foregoing, (i) each Agent shall be entitled to rely, and shall be fully protected in relying, upon any communication (including any electronic message, Internet or intranet website posting or other distribution)communication, instrument or document believed by it to be genuine and correct and to have been signed or sent by the proper person Person or personsPersons, and shall be entitled to rely and shall be protected in relying on opinions and judgments of attorneys (who may be attorneys for Company Holdings and its Subsidiaries), accountants, experts and other professional advisors selected by it; and (ii) no Lender shall have any right of action whatsoever against an any Agent as a result of such Agent acting or (where so instructed) refraining from acting under this Agreement hereunder or any of the other Loan Credit Documents in accordance with the instructions of Requisite Lenders (or such other Lenders as may be required to give such instructions under subsection 10.6Section 10.5). Each Agent also may rely upon any statement made to it orally or by telephone and believed by it to be made by the proper Person, and shall not incur any liability for relying thereon.

Exculpatory Provisions. No Agent or nor any of its officers, partners, directors, managers, members, employees or agents shall be liable to Lenders for any action taken or omitted by such any Agent under or in connection with any of the Loan Documents except to the extent caused by such Agent’s gross negligence or willful misconduct, as determined by a court of competent jurisdiction in a final, non-appealable order. An Each Agent shall be entitled to refrain from any act or the taking of any action (including the failure to take an action) in connection with this Agreement herewith or any of the other Loan Documents or Transaction Document or from the exercise of any power, discretion or authority vested in it hereunder or thereunder unless and until such Agent shall have received instructions in respect thereof from Requisite Lenders (or such other Lenders as may be required to give such instructions under subsection 10.6Section 13.05) and, upon receipt of such instructions from Requisite Lenders (or such other Lenders, as the case may be), such Agent shall be entitled to act or (where so instructed) refrain from acting, or to exercise such power, discretion or authority, in accordance with such instructions; provided that no Agent shall be required to take any action that, in its opinion or the opinion of its counsel, may expose such Agent to liability or that is contrary to any Loan Document or any Transaction Document or applicable law, including for the avoidance of doubt any action that may be in violation of the automatic stay under any Debtor Relief Law or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any Debtor Relief Law. Without prejudice to the generality of the foregoing, (i) each Agent shall be entitled to rely, and shall be fully protected in no liability for relying, upon any communication notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution), instrument or document ) believed by it to be genuine and correct and to have been signed or sent by the proper person Person or personsPersons, and shall be entitled to rely and shall be protected in relying on opinions and judgments of attorneys (who may be attorneys for Company Holdings and its Subsidiaries), accountants, experts and other professional advisors selected by it; and (ii) no Lender shall have any right of action whatsoever against an any Agent as a result of such Agent acting or (where so instructed) refraining from acting under this Agreement hereunder or any of the other Loan Documents or Transaction Documents in accordance with the instructions of Requisite Lenders (or such other Lenders as may be required to give such instructions under subsection 10.6Section 13.05). Each Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan, that by its terms must be fulfilled to the satisfaction of a Lender, each Administrative Agent may presume that such condition is satisfactory to such Lender unless such Agent shall have received notice to the contrary from such Lender prior to the making of such Loan. No Agent shall, except as expressly set forth herein and in the other Loan Documents or Transaction Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to Holdings, Borrower or any of their Affiliates that is communicated to or obtained by the Person serving as an Agent or any of its Affiliates in any capacity.

Exculpatory Provisions. No Agent or nor any of its officers, partners, directors, employees employees, or agents shall be liable to Lenders for any action taken or omitted by such any Agent under or in connection with any of the Loan Documents except to the extent caused by such any Agent’s gross negligence or willful misconduct, as determined by a court of competent jurisdiction in a final, non-appealable order. An Each Agent shall be entitled to refrain from any act or the taking of any action (including the failure to take an action) in connection with this Agreement herewith or any of the other Loan Documents or from the exercise of any power, discretion discretion, or authority vested in it hereunder or thereunder unless and until such Agent shall have received instructions in respect thereof from Requisite Required Lenders (or such other Lenders as may be required to give such instructions under subsection 10.6Section 10.05) and, upon receipt of such instructions from Requisite Required Lenders (or such other Lenders, as the case may be), such Agent shall be entitled to act or (where so instructed) refrain from acting, or to exercise such power, discretion discretion, or authority, in accordance with such instructions; provided that no Agent shall be required to take any action that, in its opinion or the opinion of its counsel, may expose such Agent to liability or that is contrary to any Loan Document or applicable law. Without prejudice to the generality of the foregoing, (i) each Agent shall be entitled to rely, and shall be fully protected in relying, upon any communication (including any electronic messagecommunication, Internet or intranet website posting or other distribution)instrument, instrument or document believed by it to be genuine and correct and to have been signed or sent by the proper person Person or personsPersons, and shall be entitled to rely and shall be protected in relying on opinions and judgments of attorneys (who may be attorneys for Company and its Subsidiariesthe Loan Parties), accountants, experts experts, and other professional advisors selected by it; , and (ii) no Lender shall have any right of action whatsoever against an any Agent as a result of such Agent acting or (where so instructed) refraining from acting under this Agreement hereunder or any of the other Loan Documents in accordance with the instructions of Requisite Required Lenders (or such other Lenders as may be required to give such instructions under subsection 10.6Section 10.05).

Exculpatory Provisions. No Agent or nor any of its officers, partners, directors, employees or agents shall be liable to the Lenders (i) for any action taken or omitted by such any Agent (A) under or in connection with any of the Loan Documents or (B) with the consent or at the request of the Required Lenders (or, if so specified by this Agreement, all Lenders or any other instructing group of Lenders specified by this Agreement) except to the extent caused by such Agent’s gross negligence or willful misconduct, as determined by a final, non-appealable judgment of a court of competent jurisdiction or (ii) for any failure of any Loan Party to perform its obligations under this Agreement or any other Loan Document. An No Agent shall, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose or be liable for the failure to disclose, any information relating to the Company or any of its Affiliates that is communicated to or obtained by such Agent or any of its Affiliates in any capacity. Each Agent shall be entitled to refrain from any act or the taking of any action (including the failure to take an action) in connection with this Agreement herewith or any of the other Loan Documents or from the exercise of any power, discretion or authority vested in it hereunder or thereunder unless and until such Agent shall have received instructions in respect thereof from Requisite the Required Lenders (or such other Lenders as may be required to give such instructions under subsection 10.6Section 15.1) and, upon receipt of such instructions from Requisite the Required Lenders (or such other Lenders, as the case may be), such Agent shall be entitled to act or (where so instructed) refrain from acting, or to exercise such power, discretion or authority, in accordance with such instructions; provided that no Agent instructions and shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose such Agent to liability or that is contrary to any Loan Document or applicable lawLaw. Without prejudice to the generality of the foregoing, (i) each Agent shall be entitled to rely, and shall be fully protected in relying, upon any communication (including any electronic message, Internet or intranet website posting or other distribution)communication, instrument or document believed by it to be genuine and correct and to have been given, signed or sent by the proper person Person or personsPersons, and shall be entitled to rely and shall be protected in relying on opinions and judgments of attorneys (who may be attorneys for the Company and its Subsidiaries), accountants, experts and other professional advisors selected by it; and (ii) no Lender shall have any right of action whatsoever against an any Agent as a result of such Agent acting or (where so instructed) refraining from acting under this Agreement hereunder or any of the other Loan Documents in accordance with the instructions of Requisite Required Lenders (or such other Lenders as may be required to give such instructions under subsection 10.6Section 15.1).

Exculpatory Provisions. No Neither the Administrative Agent or nor any of its officers, directors, employees or agents Related Parties shall be liable to the Lenders for any action taken or omitted by such the Administrative Agent under or in connection with any of the Loan Credit Documents except to the extent caused by such the Administrative Agent’s gross negligence or willful misconduct, as determined by a final, non-appealable judgment of a court of competent jurisdiction. An The Administrative Agent shall be entitled to refrain from any act or the taking of any action (including the failure to take an action) in connection herewith or with this Agreement or any of the other Loan Credit Documents or from the exercise of any power, discretion or authority vested in it hereunder or thereunder unless and until such the Administrative Agent shall have received instructions in respect thereof from the Requisite Lenders (or such other Lenders as may be required required, or as the Administrative Agent shall believe in good faith to be required, to give such instructions under subsection 10.6Section 9.05) and, upon receipt of such instructions from the Requisite Lenders (or such other Lenders, as the case may be), such the Administrative Agent shall be entitled to act or (where so instructed) refrain from acting, or to exercise such power, discretion or authority, in accordance with such instructions; provided that no the Administrative Agent shall not be required to take any action that, in its opinion or opinion, could expose the opinion of its counsel, may expose such Administrative Agent to liability or that is be contrary to any Loan Credit Document or applicable law. Without prejudice to the generality of the foregoing, (i) each the Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any communication (including any electronic message, Internet or intranet website posting or other distribution)communication, instrument or document believed by it to be genuine and correct and to have been signed or sent by the proper person Person or personsPersons, and shall be entitled to rely and shall be protected in relying on opinions and judgments of attorneys (who may be attorneys for Company the Borrower and its the Subsidiaries), accountants, experts and other professional advisors selected by it; and (ii) no Lender shall have any right of action whatsoever against an the Administrative Agent as a result of such the Administrative Agent acting or (where so instructed) refraining from acting under this Agreement hereunder or any of the other Loan Credit Documents in accordance with the instructions of the Requisite Lenders (or such other Lenders as may be required required, or as the Administrative Agent shall believe in good faith to be required, to give such instructions under subsection 10.6Section 9.05). The Administrative Agent shall incur no liability to any Person in acting upon any telephonic notice permitted to be given by the Borrower hereunder that the Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized on behalf of the Borrower or for otherwise acting in good faith.

Exculpatory Provisions. No None of the Administrative Agent, the Arrangers or the Other Agent or any of its their officers, partners, directors, employees or agents shall be liable to the Lenders (i) for any action taken or omitted by such the Administrative Agent, the Arranger or Other Agent (A) under or in connection with any of the Loan Credit Documents except to the extent caused by such Administrative Agent’s, Arranger’s or Other Agent’s gross negligence or willful misconduct, as determined by a final, non-appealable judgment of a court of competent jurisdiction or (B) with the consent, or at the request, of the Requisite Lenders (or, if so specified by this Agreement, all Lenders or any other instructing group of Lenders specified by this Agreement) or (ii) for any failure of any Credit Party to perform its obligations under this Agreement or any other Credit Document. An None of the Administrative Agent, the Arrangers or the Other Agent shall, except as expressly set forth herein and in the other Credit Documents, have any duty to disclose, or be liable for the failure to disclose, any information relating to Borrower or any of its Affiliates that is communicated to, or obtained by, the Administrative Agent, or any Arranger or Other Agent or any of their Affiliates in any capacity. The Administrative Agent shall be entitled to refrain from any act or the taking of any action (including the failure to take an action) in connection herewith or with this Agreement or any of the other Loan Credit Documents or from the exercise of any power, discretion or authority vested in it hereunder or thereunder thereunder, unless and until such the Administrative Agent shall have received instructions in respect thereof from Requisite Lenders (or such other Lenders Lenders, as may be required to give such instructions under subsection 10.6Section 10.5) and, upon receipt of such instructions from Requisite Lenders (or such other Lenders, as the case may be), such the Administrative Agent shall be entitled to act or (where so instructed) refrain from acting, or to exercise such power, discretion or authority, in accordance with such instructions; provided that no Agent instructions and shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose such the Administrative Agent to liability or that is contrary to any Loan Credit Document or applicable lawLaw. Without prejudice to the generality of the foregoing, (i) each the Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any communication (including any electronic message, Internet or intranet website posting or other distribution)communication, instrument or document believed by it to be genuine and correct and to have been signed or sent by the proper person Person or personsPersons, and shall be entitled to rely rely, and shall be protected in relying relying, on opinions and judgments of attorneys (who may be attorneys for Company Borrower and its Subsidiaries), accountants, experts and other professional advisors selected by it; and (ii) no Lender shall have any right of action whatsoever against an the Administrative Agent as a result of such the Administrative Agent acting or (where so instructed) refraining from acting hereunder or under this Agreement or any of the other Loan Credit Documents in accordance with the instructions of Requisite Lenders (or such other Lenders Lenders, as may be required to give such instructions under subsection 10.6Section 10.5).

Exculpatory Provisions. No Agent or nor any of its officers, partners, directors, employees or agents shall be liable to Lenders any Lender for any action taken or omitted by such any Agent under or in connection with any of the Loan Credit Documents except to the extent caused by such Agent’s gross negligence or willful misconductmisconduct as determined by a final, non-appealable judgment of a court of competent jurisdiction. An Each Agent shall be entitled to refrain from any act or the taking of any action (including the failure to take an action) in connection with this Agreement herewith or any of the other Loan Credit Documents or from the exercise of any power, discretion or authority vested in it hereunder or thereunder unless and until such Agent shall have received instructions in respect thereof from Requisite the Lenders (or such other Lenders as may be required to give such instructions under subsection 10.6) and, upon receipt of such instructions from Requisite Lenders (or such other the Lenders, as the case may be), such Agent shall be entitled to act or (where so instructed) refrain from acting, or to exercise such power, discretion or authority, in accordance with such instructions; provided that no Agent shall be required to take any action that, in its opinion or the opinion of its counsel, may expose such Agent to liability or that is contrary to any Loan Document or applicable law. Without prejudice to the generality of the foregoing, (i) each Agent shall be entitled to rely, and shall be fully protected in relying, upon any communication (including any electronic message, Internet or intranet website posting or other distribution)communication, instrument or document believed by it to be genuine and correct and to have been signed or sent by the proper person Person or personsPersons, and shall be entitled to rely and shall be protected in relying on opinions and judgments of attorneys counsel (who may be attorneys counsel for Company and its Subsidiariesthe Borrower), accountants, experts and other professional advisors selected by it; and (ii) no Lender shall have any right of action whatsoever against an any Agent as a result of such Agent acting or (where so instructed) refraining from acting under this Agreement hereunder or any of the other Loan Credit Documents in accordance with the instructions of Requisite Lenders (or such other Lenders as may be required to give such instructions under subsection 10.6)a Lender.

Exculpatory Provisions. No Agent or nor any of its officers, partners, directors, employees or agents shall be liable to Lenders for any action taken or omitted by such any Agent under or in connection with any of the Loan Credit Documents except to the extent caused by such Agent’s gross negligence or willful misconduct. An Each Agent shall be entitled to refrain from any act or the taking of any action (including the failure to take an action) in connection with this Agreement herewith or any of the other Loan Credit Documents or from the exercise of any power, discretion or authority vested in it hereunder or thereunder unless and until such Agent shall have received instructions in respect thereof from Requisite Lenders (or such other Lenders as may be required to give such instructions under subsection 10.6Section 10.5) and, upon receipt of such instructions from Requisite Lenders (or such other Lenders, as the case may be), such Agent shall be entitled to act or (where so instructed) refrain from acting, or to exercise such power, discretion or authority, in accordance with such instructions; provided that no Agent shall be required to take any action that, in its opinion or the opinion of its counsel, may expose such Agent to liability or that is contrary to any Loan Document or applicable law. Without prejudice to the generality of the foregoing, (i) each Agent shall be entitled to rely, and shall be fully protected in relying, upon any communication (including any electronic message, Internet or intranet website posting or other distribution)communication, instrument or document believed by it to be genuine and correct and to have been signed or sent by the proper person Person or personsPersons, and shall be entitled to rely and shall be protected in relying on opinions and judgments of attorneys (who may be attorneys for Company Holdings and its Subsidiaries), accountants, experts and other professional advisors selected by it; and (ii) no Lender shall have any right of action whatsoever against an any Agent as a result of such Agent acting or (where so instructed) refraining from acting under this Agreement hereunder or any of the other Loan Credit Documents in accordance with the instructions of Requisite Lenders (or such other Lenders as may be required to give such instructions under subsection 10.6Section 10.5).

Exculpatory Provisions. No Neither Agent or nor any of its officers, directors, employees or agents shall be liable to Lenders for any action taken or omitted by such Agent under or in connection with any of the Loan Documents except to the extent caused by such Agent’s 's gross negligence or willful misconduct. An Agent shall be entitled to refrain from any act or the taking of any action (including the failure to take an action) in connection with this Agreement or any of the other Loan Documents or from the exercise of any power, discretion or authority vested in it hereunder or thereunder unless and until such Agent shall have received instructions in respect thereof from Requisite Lenders (or such other Lenders as may be required to give such instructions under subsection 10.6) and, upon receipt of such instructions from Requisite Lenders (or such other Lenders, as the case may be), such Agent shall be entitled to act or (where so instructed) refrain from acting, or to exercise such power, discretion or authority, in accordance with such instructions; provided that no Agent shall be required to take any action that, in its opinion or the opinion of its counsel, may expose such Agent to liability or that is contrary to any Loan Document or applicable law. Without prejudice to the generality of the foregoing, (i) each Agent shall be entitled to rely, and shall be fully protected in relying, upon any communication (including any electronic message, Internet or intranet website posting or other distribution)communication, instrument or document believed by it to be genuine and correct and to have been signed or sent by the proper person or persons, and shall be entitled to rely and shall be protected in relying on opinions and judgments of attorneys (who may be attorneys for Company and its Subsidiaries), accountants, experts and other professional advisors selected by it; and (ii) no Lender shall have any right of action whatsoever against an Agent as a result of such Agent acting or (where so instructed) refraining from acting under this Agreement or any of the other Loan Documents in accordance with the instructions of Requisite Lenders (or such other Lenders as may be required to give such instructions under subsection 10.6).

Exculpatory Provisions. No Agent or any of its officers, directors, employees or agents shall be liable to Lenders for any action taken or omitted by such Agent under or in connection with any of the Loan Documents except to the extent caused by such Agent’s 's gross negligence or willful misconduct. An Agent shall be entitled to refrain from any act or the taking of any action (including the failure to take an action) in connection with this Agreement or any of the other Loan Documents or from the exercise of any power, discretion or authority vested in it hereunder or thereunder unless and until such Agent shall have received instructions in respect thereof from Requisite Lenders (or such other Lenders as may be required to give such instructions under subsection 10.6) and, upon receipt of such instructions from Requisite Lenders (or such other Lenders, as the case may be), such Agent shall be entitled to act or (where so instructed) refrain from acting, or to exercise such power, discretion or authority, in accordance with such instructions; provided that no Agent shall be required to take any action that, in its opinion or the opinion of its counsel, may expose such Agent to liability or that is contrary to any Loan Document or applicable law. Without prejudice to the generality of the foregoing, (i) each Agent shall be entitled to rely, and shall be fully protected in relying, upon any communication (including any electronic message, Internet or intranet website posting or other distribution)communication, instrument or document believed by it to be genuine and correct and to have been signed or sent by the proper person or persons, and shall be entitled to rely and shall be protected in relying on opinions and judgments of attorneys (who may be attorneys for Company and its Subsidiaries), accountants, experts and other professional advisors selected by it; and (ii) no Lender shall have any right of action whatsoever against an Agent as a result of such Agent acting or (where so instructed) refraining from acting under this Agreement or any of the other Loan Documents in accordance with the instructions of Requisite Lenders (or such other Lenders as may be required to give such instructions under subsection 10.6).

Exculpatory Provisions. No Neither Administrative Agent or nor any of its officers, directors, employees or agents shall be liable to Lenders for any action taken or omitted by such Administrative Agent under or in connection with any of the Loan Documents except to the extent caused by such Administrative Agent’s gross negligence or willful misconduct. An Administrative Agent shall be entitled to refrain from any act or the taking of any action (including the failure to take an action) in connection with this Agreement or any of the other Loan Documents or from the exercise of any power, discretion or authority vested in it hereunder or thereunder unless and until such Administrative Agent shall have received instructions in respect thereof from Requisite Lenders (or such other Lenders as may be required to give such instructions under subsection 10.6) and, upon receipt of such instructions from Requisite Lenders (or such other Lenders, as the case may be), such Administrative Agent shall be entitled to act or (where so instructed) refrain from acting, or to exercise such power, discretion or authority, in accordance with such instructions; provided that no Agent shall be required to take any action that, in its opinion or the opinion of its counsel, may expose such Agent to liability or that is contrary to any Loan Document or applicable law. Without prejudice to the generality of the foregoing, (i) each Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any communication (including any electronic message, Internet or intranet website posting or other distribution)communication, instrument or document believed by it to be genuine and correct and to have been signed or sent by the proper person Person or personsPersons, and shall be entitled to rely and shall be protected in relying on opinions and judgments of attorneys (who may be attorneys for Company Borrower and its Subsidiaries), accountants, experts and other professional advisors selected by it; and (ii) no Lender shall have any right of action whatsoever against an Administrative Agent as a result of such Administrative Agent acting or (where so instructed) refraining from acting under this Agreement or any of the other Loan Documents in accordance with the instructions of Requisite Lenders (or such other Lenders as may be required to give such instructions under subsection 10.6).

Exculpatory Provisions. No Agent or nor any of its officers, partners, directors, employees or agents shall be liable to Lenders for any action taken or omitted by such any Agent under or in connection with any of the Loan Credit Documents except to the extent caused by such Agent’s gross negligence or willful misconduct, as determined by a final, non-appealable judgment of a court of competent jurisdiction. An Each Agent shall be entitled to refrain from any act or the taking of any action (including the failure to take an action) in connection with this Agreement herewith or any of the other Loan Credit Documents or from the exercise of any power, discretion or authority vested in it hereunder or thereunder unless and until such Agent shall have received instructions in respect thereof from Requisite Lenders (or such other Lenders as may be required to give such instructions under subsection 10.6Section 10.5) and, upon receipt of such instructions from Requisite Lenders (or such other Lenders, as the case may be), such Agent shall be entitled to act or (where so instructed) refrain from acting, or to exercise such power, discretion or authority, in accordance with such instructions; provided that no Agent shall be required to take any action that, in its opinion or the opinion of its counsel, may expose such Agent to liability or that is contrary to any Loan Document or applicable law. Without prejudice to the generality of the foregoing, (i) each Agent shall be entitled to rely, and shall be fully protected in relying, upon any communication (including any electronic message, Internet or intranet website posting or other distribution)communication, instrument or document believed by it to be genuine and correct and to have been signed or sent by the proper person Person or personsPersons, and shall be entitled to rely and shall be protected in relying on opinions and judgments of attorneys (who may be attorneys for Company Holdings and its Subsidiaries), accountants, experts and other professional advisors selected by it; and (ii) no Lender shall have any right of action whatsoever against an any Agent as a result of such Agent acting or (where so instructed) refraining from acting hereunder or under this Agreement or any of the other Loan Credit Documents in accordance with the instructions of Requisite Lenders (or such other Lenders as may be required to give such instructions under subsection 10.6Section 10.5).

Exculpatory Provisions. No Agent or nor any of its officers, partners, directors, employees or agents shall be liable to Lenders for any action taken or omitted by such any Agent under or in connection with any of the Loan Credit Documents except to the extent caused by such Agent’s gross negligence or willful misconduct, as determined by a final, non-appealable judgment of a court of competent jurisdiction. An Each Agent shall be entitled to refrain from any act or the taking of any action (including the failure to take an action) in connection with this Agreement herewith or any of the other Loan Credit Documents or from the exercise of any power, discretion or authority vested in it hereunder or thereunder unless and until such Agent shall have received instructions in respect thereof from Requisite Lenders (or such other Lenders as may be required to give such instructions under subsection 10.6Section 10.5) and, upon receipt of such instructions from Requisite Lenders (or such other Lenders, as the case may be), such Agent shall be entitled to act or (where so instructed) refrain from acting, or to exercise such power, discretion or authority, in accordance with such instructions; provided that no Agent shall be required to take any action that, in its opinion or the opinion of its counsel, may expose such Agent to liability or that is contrary to any Loan Document or applicable law. Without prejudice to the generality of the foregoing, (i) each Agent shall be entitled to rely, and shall be fully protected in relying, upon any communication (including any electronic message, Internet or intranet website posting or other distribution)communication, instrument or document believed by it to be genuine and correct and to have been signed or sent by the proper person Person or personsPersons, and shall be entitled to rely and shall be protected in relying on opinions and judgments of attorneys (who may be attorneys for Company Holdings and its Subsidiaries), accountants, experts and other professional advisors selected by it; and (ii) no Lender shall have any right of action whatsoever against an any Agent as a result of such Agent acting or (where so instructed) refraining from acting under this Agreement hereunder or any of the other Loan Credit Documents in accordance with the instructions of Requisite Lenders (or such other Lenders as may be required to give such instructions under subsection 10.6Section 10.5).

Exculpatory Provisions. No Agent or nor any of its officers, partners, directors, employees or agents shall be liable to the Lenders (i) for any action taken or omitted by such any Agent (A) under or in connection with any of the Loan Documents or (B) with the consent or at the request of the Required Lenders (or, if so specified by this Agreement, all Lenders or any other instructing group of Lenders specified by this Agreement) except to the extent caused by such Agent’s gross negligence or willful misconduct, as determined by a final, non-appealable judgment of a court of competent jurisdiction or (ii) for any failure of any Loan Party to perform its obligations under this Agreement or any other Loan Document. An No Agent shall, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose or be liable for the failure to disclose, any information relating to any Borrower or any of its Affiliates that is communicated to or obtained by such Agent or any of its Affiliates in any capacity. Each Agent shall be entitled to refrain from any act or the taking of any action (including the failure to take an action) in connection with this Agreement herewith or any of the other Loan Documents or from the exercise of any power, discretion or authority vested in it hereunder or thereunder unless and until such Agent shall have received instructions in respect thereof from Requisite Required Lenders (or such other Lenders as may be required to give such instructions under subsection 10.6Section 10.05) and, upon receipt of such instructions from Requisite Required Lenders (or such other Lenders, as the case may be), such Agent shall be entitled to act or (where so instructed) refrain from acting, or to exercise such power, discretion or authority, in accordance with such instructions; provided that no Agent instructions and shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose such Agent to liability or that is contrary to any Loan Document or applicable law. Without prejudice to the generality of the foregoing, (i) each Agent shall be entitled to rely, and shall be fully protected in relying, upon any communication (including any electronic message, Internet or intranet website posting or other distribution)communication, instrument or document believed by it to be genuine and correct and to have been signed or sent by the proper person Person or personsPersons, and shall be entitled to rely and shall be protected in relying on opinions and judgments of attorneys (who may be attorneys for Company Holdings and its Subsidiaries), accountants, experts and other professional advisors selected by it; and (ii) no Lender shall have any right of action whatsoever against an any Agent as a result of such Agent acting or (where so instructed) refraining from acting under this Agreement hereunder or any of the other Loan Documents in accordance with the instructions of Requisite Required Lenders (or such other Lenders as may be required to give such instructions under subsection 10.6Section 10.05).

Exculpatory Provisions. No Agent or nor any of its officers, partners, directors, employees or agents shall be liable to Lenders for any action taken or omitted by such any Agent under or in connection with any of the Loan Credit Documents except to the extent caused by such Agent’s gross negligence negligence, bad faith or willful misconduct. An Except as otherwise set forth in this Agreement, each Agent shall be entitled to refrain from any act or the taking of any action (including the failure to take an action) in connection with this Agreement herewith or any of the other Loan Credit Documents or from the exercise of any power, discretion or authority vested in it hereunder or thereunder unless and until such Agent shall have received instructions in respect thereof from Requisite Lenders (or such other Lenders as may be required to give such instructions under subsection 10.6Section 9.5) and, upon receipt of such instructions from Requisite Lenders (or such other Lenders, as the case may be), such Agent shall be entitled to act or (where so instructed) refrain from acting, or to exercise such power, discretion or authority, in accordance with such instructions; provided that no Agent shall be required to take any action that, in its opinion or the opinion of its counsel, may expose such Agent to liability or that is contrary to any Loan Document or applicable law. Without prejudice to the generality of the foregoing, (i) each Agent shall be entitled to rely, and shall be fully protected in relying, upon any communication (including any electronic message, Internet or intranet website posting or other distribution)communication, instrument or document believed by it to be genuine and correct and to have been signed or sent by the proper person Person or personsPersons, and shall be entitled to rely and shall be protected in relying on opinions and judgments of attorneys (who may be attorneys for Company and its Subsidiariesthe Borrower and/or other Credit Parties), accountants, experts and other professional advisors selected by it; and (ii) no Lender shall have any right of action whatsoever against an any Agent as a result of such Agent acting or (where so instructed) refraining from acting under this Agreement hereunder or any of the other Loan Credit Documents in accordance with the instructions of Requisite Lenders (or such other Lenders as may be required to give such instructions under subsection 10.6Section 9.5).

Exculpatory Provisions. No Agent or nor any of its officers, partners, directors, employees or agents shall be liable to Lenders for any action taken or omitted by such any Agent under or in connection with any of the Loan Credit Documents except to the extent caused by such Agent’s gross negligence negligence, bad faith or willful misconduct, as determined by a final, non-appealable judgment of a court of competent jurisdiction. An Each Agent shall be entitled to refrain from any act or the taking of any action (including the failure to take an action) in connection with this Agreement herewith or any of the other Loan Credit Documents or from the exercise of any power, discretion or authority vested in it hereunder or thereunder unless and until such Agent shall have received instructions in respect thereof from Requisite Lenders (or such other Lenders as may be required to give such instructions under subsection 10.6Section 10.5) and, upon receipt of such instructions from Requisite Lenders (or such other Lenders, as the case may be), such Agent shall be entitled to act or (where so instructed) refrain from acting, or to exercise such power, discretion or authority, in accordance with such instructions; provided that no Agent shall be required to take any action that, in its opinion or the opinion of its counsel, may expose such Agent to liability or that is contrary to any Loan Document or applicable law. Without prejudice to the generality of the foregoing, (i) each Agent shall be entitled to rely, and shall be fully protected in relying, upon any communication (including any electronic message, Internet or intranet website posting or other distribution)communication, instrument or document believed by it to be genuine and correct and to have been signed or sent by the proper person Person or personsPersons, and shall be entitled to rely and shall be protected in relying on opinions and judgments of attorneys (who may be attorneys for Company Parent and its Subsidiaries), accountants, experts and other professional advisors selected by it; and (ii) no Lender shall have any right of action whatsoever against an any Agent as a result of such Agent acting or (where so instructed) refraining from acting under this Agreement hereunder or any of the other Loan Credit Documents in accordance with the instructions of Requisite Lenders (or such other Lenders as may be required to give such instructions under subsection 10.6Section 10.5).

Exculpatory Provisions. No Neither Administrative Agent or nor any of its officers, directors, employees or agents shall be liable to Lenders for any action taken or omitted by such Agent it under or in connection with any of the Loan Documents except to the extent caused by such Administrative Agent’s gross negligence or willful misconduct. An Administrative Agent shall be entitled to refrain from any act or the taking of any action (including the failure to take an action) in connection with this Agreement or any of the other Loan Documents or from the exercise of any power, discretion or authority vested in it hereunder or thereunder unless and until such Administrative Agent shall have received instructions in respect thereof from Requisite Lenders (or such other Lenders as may be required to give such instructions under subsection 10.6) and, upon receipt of such instructions from Requisite Lenders (or such other Lenders, as the case may be), such Administrative Agent shall be entitled to act or (where so instructed) refrain from acting, or to exercise such power, discretion or authority, in accordance with such instructions; provided that no . Administrative Agent shall be required deemed to take have no knowledge of any action that, in its opinion Potential Event of Default unless and until written notice thereof is given to Administrative Agent by Company or the opinion of its counsel, may expose such Agent to liability or that is contrary to any Loan Document or applicable lawLender. Without prejudice to the generality of the foregoing, (i) each Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any communication (including any electronic message, Internet or intranet website posting or other distribution)communication, instrument or document believed by it to be genuine and correct and to have been signed or sent by the proper person or persons, and shall be entitled to rely and shall be protected in relying on opinions and judgments of attorneys (who may be attorneys for Company and its Subsidiaries), accountants, experts and other professional advisors selected by it; and (ii) no Lender shall have any right of action whatsoever against an Administrative Agent as a result of such Administrative Agent acting or (where so instructed) refraining from acting under this Agreement or any of the other Loan Documents in accordance with the instructions of Requisite Lenders (or such other Lenders as may be required to give such instructions under subsection 10.6).

Exculpatory Provisions. No Agent or nor any of its officers, partners, directors, employees or agents shall be liable to Lenders for any action taken or omitted by such any Agent under or in connection with any of the Loan Credit Documents except to the extent caused by such Agent’s gross negligence or willful misconduct. An Each Agent shall be entitled to refrain from any act or the taking of any action (including the failure to take an action) in connection with this Agreement herewith or any of the other Loan Credit Documents or from the exercise of any power, discretion or authority vested in it hereunder or thereunder unless and until such Agent shall have received instructions in respect thereof from Requisite Lenders (or such other Lenders as may be required to give such instructions under subsection 10.6Section 10.5) and, upon receipt of such instructions from Requisite Lenders (or such other Lenders, as the case may be), such Agent shall be entitled to act or (where so instructed) refrain from acting, or to exercise such power, discretion or authority, in accordance with such instructions; provided that no Agent shall be required to take any action that, in its opinion or the opinion of its counsel, may expose such Agent to liability or that is contrary to any Loan Document or applicable law. Without prejudice to the generality of the foregoing, (i) each Agent shall be entitled to rely, and shall be fully protected in relying, upon any communication (including any electronic message, Internet or intranet website posting or other distribution)communication, instrument or document believed by it to be genuine and correct and to have been signed or sent by the proper person Person or personsPersons, and shall be entitled to rely and shall be protected in relying on opinions and judgments of attorneys (who may be attorneys for Company and its Subsidiaries), accountants, experts and other professional advisors selected by it; and (ii) no Lender shall have any right of action whatsoever against an any Agent as a result of such Agent acting or (where so instructed) refraining from acting under this Agreement hereunder or any of the other Loan Credit Documents in accordance with the instructions of Requisite Lenders (or such other Lenders as may be required to give such instructions under subsection 10.6Section 10.5).

Exculpatory Provisions. No Neither Administrative Agent or nor any of its officers, partners, directors, employees or agents shall be liable to Lenders for any action taken or omitted by such Administrative Agent under or in connection with any of the Loan Documents Program Agreements except to the extent caused by such Administrative Agent’s gross negligence negligence, bad faith or willful misconduct, as determined by a court of competent jurisdiction in a final, non-appealable order. An Administrative Agent shall be entitled to refrain from any act or the taking of any action (including the failure to take an action) in connection with this Agreement herewith or any of the other Loan Documents Program Agreements or from the exercise of any power, discretion or authority vested in it hereunder or thereunder unless and until such Administrative Agent shall have received instructions in respect thereof from Requisite Lenders (or such other Lenders as may be required to give such instructions under subsection 10.6) Buyer and, upon receipt of such instructions from Requisite Lenders (or such other Lendersthe Buyer, as the case may be), such Administrative Agent shall be entitled to act or (where so instructed) refrain from acting, or to exercise such power, discretion or authority, in accordance with such instructions; provided that no Agent shall be required to take any action that, in its opinion or the opinion of its counsel, may expose such Agent to liability or that is contrary to any Loan Document or applicable law. Without prejudice to the generality of the foregoing, (i) each Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any communication (including any electronic message, Internet or intranet website posting or other distribution)communication, instrument or document believed by it to be genuine and correct and to have been signed or sent by the proper person Person or personsPersons, and shall be entitled to rely and shall be protected in relying on opinions and judgments of attorneys (who may be attorneys for Company and its SubsidiariesSeller), accountants, experts and other professional advisors selected by it; and (ii) no Lender Buyer shall have any right of action whatsoever against an Administrative Agent as a result of such Administrative Agent acting or (where so instructed) refraining from acting under this Agreement hereunder or any of the other Loan Documents Program Agreements in accordance with the instructions of Requisite Lenders the Buyer; and (iii) no action taken or omitted by Administrative Agent shall be considered to have resulted from Administrative Agent’s gross negligence, bad faith or willful misconduct if such other Lenders as may be required to give such instructions under subsection 10.6)action or omission was done at the direction of the Buyer.

Exculpatory Provisions. No Agent or nor any of its officers, partners, directors, employees or agents shall be liable to Lenders for any action taken or omitted by such any Agent under or in connection with any of the Loan Credit Documents except to the extent caused by such Agent’s 's gross negligence or willful misconduct. An Each Agent shall be entitled to refrain from any act or the taking of any action (including the failure to take an action) in connection with this Agreement herewith or any of the other Loan Credit Documents or from the exercise of any power, discretion or authority vested in it hereunder or thereunder unless and until such Agent shall have received instructions in respect thereof from Requisite Lenders (or such other Lenders as may be required to give such instructions under subsection 10.6Section 10.5) and, upon receipt of such instructions from Requisite Lenders (or such other Lenders, as the case may be), such Agent shall be entitled to act or (where so instructed) refrain from acting, or to exercise such power, discretion or authority, in accordance with such instructions; provided that no Agent shall be required to take any action that, in its opinion or the opinion of its counsel, may expose such Agent to liability or that is contrary to any Loan Document or applicable law. Without prejudice to the generality of the foregoing, (i) each Any Agent shall be entitled to relyrely upon, and shall be fully protected in relyingnot incur any liability for relying upon, upon any communication (including any electronic messagenotice, Internet or intranet website posting request, certificate, consent, statement, instrument, document or other distribution), instrument or document writing believed by it to be genuine and correct and to have been signed or sent by the proper person Person. Any Agent also may rely upon any statement made to it orally or personsby telephone and believed by it to be made by the proper Person, and shall be entitled to rely and shall be protected in not incur any liability for relying on opinions and judgments of attorneys thereon. Any Agent may consult with legal counsel (who may be attorneys counsel for Company and its SubsidiariesCompany), accountants, experts independent accountants and other professional advisors experts selected by it; , and (ii) no Lender shall have not be liable for any right of action whatsoever against an Agent as a result of such Agent acting taken or (where so instructed) refraining from acting under this Agreement or any of the other Loan Documents not taken by it in accordance with the instructions advice of Requisite Lenders (any such counsel, accountants or such other Lenders as may be required to give such instructions under subsection 10.6)experts.

Exculpatory Provisions. No Neither Administrative Agent or nor any of its officers, directors, employees or agents shall be liable to Lenders for any action taken or omitted by such Administrative Agent under or in connection with any of the Loan Documents except to the extent caused by such Administrative Agent’s 's gross negligence or willful misconduct. An Administrative Agent shall be entitled to refrain from any act or the taking of any action (including the failure to take an action) in connection with this Agreement or any of the other Loan Documents or from the exercise of any power, discretion or authority vested in it hereunder or thereunder unless and until such Administrative Agent shall have received instructions in respect thereof from Requisite Lenders (or such other Lenders as may be required to give such instructions under subsection 10.6) and, upon receipt of such instructions from Requisite Lenders (or such other Lenders, as the case may be), such Administrative Agent shall be entitled to act or (where so instructed) refrain from acting, or to exercise such power, discretion or authority, in accordance with such instructions; provided that no Agent shall be required to take any action that, in its opinion or the opinion of its counsel, may expose such Agent to liability or that is contrary to any Loan Document or applicable law. Without prejudice to the generality of the foregoing, (i) each Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any communication (including any electronic message, Internet or intranet website posting or other distribution)communication, instrument or document believed by it to be genuine and correct and to have been signed or sent by the proper person or persons, and shall be entitled to rely and shall be protected in relying on opinions and judgments of attorneys (who may be attorneys for Company Borrowers and its their Subsidiaries), accountants, experts and other professional advisors selected by it; and (ii) no Lender shall have any right of action whatsoever against an Administrative Agent as a result of such Administrative Agent acting or (where so instructed) refraining from acting under this Agreement or any of the other Loan Documents in accordance with the instructions of Requisite Lenders (or such other Lenders as may be required to give such instructions under subsection 10.6).

Exculpatory Provisions. No Neither Administrative Agent or nor any of its officers, directors, employees or agents shall be liable to Lenders for any action taken or omitted by such Administrative Agent under or in connection with any of the Loan Documents except to the extent caused by such Administrative Agent’s gross negligence or willful misconduct. An Administrative Agent shall be entitled to refrain from any act or the taking of any action (including the failure to take an action) in connection with this Agreement or any of the other Loan Documents or from the exercise of any power, discretion or authority vested in it hereunder or thereunder unless and until such Administrative Agent shall have received instructions in respect thereof from Requisite Lenders (or such other Lenders as may be required to give such instructions under subsection 10.6) and, upon receipt of such instructions from Requisite Lenders (or such other Lenders, as the case may be), such Administrative Agent shall be entitled to act or (where so instructed) refrain from acting, or to exercise such power, discretion or authority, in accordance with such instructions; provided that no Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose such Administrative Agent to liability or that is contrary to any Loan Document or applicable law. Without prejudice to the generality of the foregoing, (i) each Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any communication (including any electronic message, Internet or intranet website posting or other distribution), instrument or document believed by it to be genuine and correct and to have been signed or sent by the proper person or persons, and shall be entitled to rely and shall be protected in relying on opinions and judgments of attorneys (who may be attorneys for Holdings, Company and its Subsidiaries), accountants, experts and other professional advisors selected by it; and (ii) no Lender shall have any right of action whatsoever against an Administrative Agent as a result of such Administrative Agent acting or (where so instructed) refraining from acting under this Agreement or any of the other Loan Documents in accordance with the instructions of Requisite Lenders (or such other Lenders as may be required to give such instructions under subsection 10.6).

Exculpatory Provisions. No Neither any Agent or nor any of its officers, directors, employees or agents Related Parties shall be liable to the Lenders for any action taken or omitted by such Agent under or in connection with any of the Loan Credit Documents except to the extent caused by such Agent’s gross negligence or willful misconduct, as determined by a final, non-appealable judgment of a court of competent jurisdiction. An Each Agent shall be entitled to refrain from any act or the taking of any action (including the failure to take an action) in connection herewith or with this Agreement or any of the other Loan Credit Documents or from the exercise of any power, discretion or authority (including the making of any requests, determinations, judgments, calculations or the expression of any satisfaction or approval) vested in it hereunder or thereunder unless and until such Agent shall have received instructions in respect thereof from the Requisite Lenders (or such other Lenders as may be required required, or as such Agent shall believe in good faith to be required, to give such instructions under subsection 10.6Section 9.5) and, upon receipt of such instructions from the Requisite Lenders (or such other Lenders, as the case may be), such Agent shall be entitled to act or (where so instructed) refrain from acting, or to exercise such power, discretion or authority, in accordance with such instructions; provided that no such Agent shall not be required to take any action that, in its opinion or the opinion of its counselopinion, may could expose such Agent to liability or that is be contrary to any Loan Credit Document or applicable law, including any action that may be in violation of the automatic stay under any Debtor Relief Laws. Without prejudice to the generality of the foregoing, (i) each Agent shall be entitled to rely, and shall be fully protected in relying, upon any communication notice, request, certificate, consent, statement, instrument, document or other writing (including any telephonic notice, electronic message, Internet or intranet website posting or other distribution), instrument or document ) believed by it to be genuine and correct and to have been signed signed, sent or sent otherwise provided by the proper person Person (whether or personsnot such Person in fact meets the requirements set forth in the Credit Documents for being the signatory, sender or provider thereof) and shall be entitled to rely and shall be protected in relying on opinions and judgments of attorneys (who may be attorneys for Company Parent and its the Subsidiaries), accountants, experts insurance consultants, architects, engineers and other experts or professional advisors selected by it, and such Agent shall not be liable for any action it takes or omits to take in good faith in reliance on any of the foregoing documents; and (ii) no Lender shall have any right of action whatsoever against an any Agent as a result of such Agent acting or (where so instructed) refraining from acting under this Agreement hereunder or any of the other Loan Credit Documents in accordance with the instructions of the Requisite Lenders (or such other Lenders as may be required required, or as such Agent shall believe in good faith to be required, to give such instructions under subsection 10.6Section 9.5). In determining compliance with any condition hereunder to the making of any Credit Extension that by its terms must be fulfilled to the satisfaction of a Lender, the Administrative Agent may presume that such condition is satisfactory to such Lender unless the Administrative Agent shall have received notice to the contrary from such Lender reasonably in advance of such Credit Extension.

Exculpatory Provisions. No Agent or nor any of its officers, partners, directors, employees or agents shall be liable to Lenders for any action taken or omitted by such any Agent under or in connection with any of the Loan Credit Documents except to the extent caused by such Agent’s 's gross negligence or willful misconduct. An Each Agent shall be entitled to refrain from any act or the taking of any action (including the failure to take an action) in connection with this Agreement herewith or any of the other Loan Credit Documents or from the exercise of any power, discretion or authority vested in it hereunder or thereunder unless and until such Agent shall have received instructions in respect thereof from Requisite Lenders (or such other Lenders as may be required to give such instructions under subsection 10.6Section 10.5) and, upon receipt of such instructions from Requisite Lenders (or such other Lenders, as the case may be), such Agent shall be entitled to act or (where so instructed) refrain from acting, or to exercise such power, discretion or authority, in accordance with such instructions; provided that no Agent shall be required to take any action that, in its opinion or the opinion of its counsel, may expose such Agent to liability or that is contrary to any Loan Document or applicable law. Without prejudice to the generality of the foregoing, (i) each Agent shall be entitled to rely, and shall be fully protected in relying, upon any communication (including any electronic message, Internet or intranet website posting or other distribution)communication, instrument or document believed by it to be genuine and correct and to have been signed or sent by the proper person Person or personsPersons, and shall be entitled to rely and shall be protected in relying on opinions and judgments of attorneys (who may be attorneys for Company Holdings and its Subsidiaries), accountants, experts and other professional advisors selected by it; and (ii) no Lender shall have any right of action whatsoever against an any Agent as a result of such Agent acting or (where so instructed) refraining from acting under this Agreement hereunder or any of the other Loan Credit Documents in accordance with the instructions of Requisite Lenders (or such other Lenders as may be required to give such instructions under subsection 10.6Section 10.5).

Exculpatory Provisions. No Subject to clause (b)(ii) hereof further limiting the liability of the Administrative Agent, neither the Administrative Agent or nor any of its officers, partners, directors, employees or agents shall be liable to Lenders Holders for any action taken or omitted by such the Administrative Agent under or in connection with any of the Loan Note Documents except to the extent caused by such the Administrative Agent’s gross negligence or willful misconductmisconduct as determined by a court of competent jurisdiction in a final, nonappealable order. An The Administrative Agent shall be entitled to refrain from any act or the taking of any action (including the failure to take an action) in connection with this Agreement herewith or any of the other Loan Note Documents or from the exercise of any power, discretion or authority vested in it hereunder or thereunder unless and until such the Administrative Agent shall have received instructions in respect thereof from Requisite Lenders Holders (or such other Lenders Holders as may be required to give such instructions under subsection 10.6) Section 10.5), and, upon receipt of such instructions from Requisite Lenders Holders (or such other LendersHolders, as the case may be), such the Administrative Agent shall be entitled to act or (where so instructed) refrain from acting, or to exercise such power, discretion or authority, in accordance with such instructions; provided that no Agent shall be required to take any action that, in its opinion or the opinion of its counsel, may expose such Agent to liability or that is contrary to any Loan Document or applicable law. Without prejudice to the generality of the foregoing, (i) each the Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any communication (including any electronic message, Internet or intranet website posting or other distribution)communication, instrument or document believed by it to be genuine and correct and to have been signed or sent by the proper person Person or personsPersons, and shall be entitled to rely and shall be protected and free from liability in relying on opinions and judgments of attorneys (who may be attorneys for Company and its Subsidiariesthe Note Parties), accountants, experts and other professional advisors selected by it; and (ii) no Lender Holder shall have any right of action whatsoever against an the Administrative Agent as a result of such the Administrative Agent acting or (where so instructed) refraining from acting under this Agreement hereunder or any of the other Loan Note Documents in accordance with the instructions of Requisite Lenders Holders (or such other Lenders Holders as may be required to give such instructions under subsection 10.6Section 10.5).

Exculpatory Provisions. No Agent or nor any of its officers, partners, directors, employees or agents shall be liable to Lenders for any action taken or omitted by such any Agent under or in connection with any of the Loan Credit Documents except to the extent caused by such Agent’s gross negligence or willful misconduct. An Each Agent shall be entitled to refrain from any act or the taking of any action (including the failure to take an action) in connection with this Agreement herewith or any of the other Loan Credit Documents or from the exercise of any power, discretion or authority vested in it hereunder or thereunder unless and until such Agent shall have received instructions in respect thereof from Requisite Lenders (or such other Lenders as may be required to give such instructions under subsection 10.6Section 10.5) and, upon receipt of such instructions from Requisite Lenders (or such other Lenders, as the case may be), such Agent shall be entitled to act or (where so instructed) refrain from acting, or to exercise such power, discretion or authority, in accordance with such instructions; provided that no Agent shall be required to take any action that, in its opinion or the opinion of its counsel, may expose such Agent to liability or that is contrary to any Loan Document or applicable law. Without prejudice to the generality of the foregoing, (i) each Agent shall be entitled to rely, and shall be fully protected in relying, upon any communication (including any electronic message, Internet or intranet website posting or other distribution)communication, instrument or document believed by it to be genuine and correct and to have been signed or sent by the proper person Person or personsPersons, including any settlement confirmation or other communication issues by any Settlement Service, and shall be entitled to rely and shall be protected in relying on opinions and judgments of attorneys (who may be attorneys for Company Holdings and its Subsidiaries), accountants, experts and other professional advisors selected by it; and (ii) no Lender shall have any right of action whatsoever against an any Agent as a result of such Agent acting or (where so instructed) refraining from acting under this Agreement hereunder or any of the other Loan Credit Documents in accordance with the instructions of Requisite Lenders (or such other Lenders as may be required to give such instructions under subsection 10.6Section 10.5).

Exculpatory Provisions. No Agent or nor any of its officers, partners, directors, employees or agents shall be liable to Lenders for any action taken or omitted by such any Agent under or in connection with any of the Loan Credit Documents except to the extent caused by such Agent’s gross negligence or willful misconduct, as determined by a final, non-appealable judgment of a court of competent jurisdiction. An Each Agent shall be entitled to refrain from any act or the taking of any action (including the failure to take an action) in connection herewith or with this Agreement or any of the other Loan Credit Documents or from the exercise of any power, discretion or authority vested in it hereunder or thereunder unless and until such Agent shall have received instructions in respect thereof from Requisite Lenders (or such other Lenders as may be required to give such instructions under subsection 10.6Section 10.5) and, upon receipt of such instructions from Requisite Lenders (or such other Lenders, as the case may be), such Agent shall be entitled to act or (where so instructed) refrain from acting, or to exercise such power, discretion or authority, in accordance with such instructions; provided that no Agent shall be required to take any action that, in its opinion or the opinion of its counsel, may expose such Agent to liability or that is contrary to any Loan Document or applicable law. Without prejudice to the generality of the foregoing, (i) each Agent shall be entitled to rely, and shall be fully protected in relying, upon any communication (including any electronic message, Internet or intranet website posting or other distribution)communication, instrument or document believed by it to be genuine and correct and to have been signed or sent by the proper person Person or persons, Persons and shall be entitled to rely and shall be protected in relying on opinions and judgments of attorneys (who may be attorneys for Company Parent, Borrower and its their respective Subsidiaries), accountants, experts and other professional advisors selected by it; and (ii) no Lender shall have any right of action whatsoever against an any Agent as a result of such Agent acting or (where so instructed) refraining from acting under this Agreement hereunder or any of the other Loan Credit Documents in accordance with the instructions of Requisite Lenders (or such other Lenders as may be required to give such instructions under subsection 10.6Section 10.5).

Exculpatory Provisions. No Agent or any of its officers, directors, employees or agents shall be liable to Lenders for any action taken or omitted by such Agent under or in connection with any of the Loan Documents except to the extent caused by such Agent’s gross negligence or willful misconduct. An Agent shall be entitled to refrain from any act or the taking of any action (including the failure to take an action) in connection with this Agreement or any of the other Loan Documents or from the exercise of any power, discretion or authority vested in it hereunder or thereunder unless and until such Agent shall have received instructions in respect thereof from Requisite Lenders (or such other Lenders as may be required to give such instructions under subsection 10.6) and, upon receipt of such instructions from Requisite Lenders (or such other Lenders, as the case may be), such Agent shall be entitled to act or (where so instructed) refrain from acting, or to exercise such power, discretion or authority, in accordance with such instructions; provided that no Agent shall be required to take any action that, in its opinion or the opinion of its counsel, may expose such Agent to liability or that is contrary to any Loan Document or applicable lawApplicable Law. Without prejudice to the generality of the foregoing, (i) each Agent shall be entitled to rely, and shall be fully protected in relying, upon any communication (including any electronic message, Internet or intranet website posting or other distribution), instrument or document believed by it in good faith to be genuine and correct and to have been signed or sent by the proper person or persons, and shall be entitled to rely and shall be protected in relying on opinions and judgments of attorneys (who may be attorneys for Company and its Subsidiaries), accountants, experts and other professional advisors selected by it; and (ii) no Lender shall have any right of action whatsoever against an Agent as a result of such Agent acting or (where so instructed) refraining from acting under this Agreement or any of the other Loan Documents in accordance with the instructions of Requisite Lenders (or such other Lenders as may be required to give such instructions under subsection 10.6).

Exculpatory Provisions. No Neither Administrative Agent or nor any of its officers, partners, directors, employees or agents shall be liable to Lenders for any action taken or omitted by such Administrative Agent under or in connection with any of the Loan Credit Documents except to the extent caused by such Administrative Agent’s gross negligence or willful misconduct, in each case as determined by a final non appealable judgment of a court of competent jurisdiction. An Administrative Agent shall be entitled to refrain from any act or the taking of any action (including the failure to take an action) in connection with this Agreement herewith or any of the other Loan Credit Documents or from the exercise of any power, discretion or authority vested in it hereunder or thereunder unless and until such Administrative Agent shall have received instructions in respect thereof from Requisite Lenders (or such other Lenders as may be required to give such instructions under subsection 10.6Section 10.05) and, upon receipt of such instructions from Requisite Lenders (or such other Lenders, as the case may be), such Administrative Agent shall be entitled to act or (where so instructed) refrain from acting, or to exercise such power, discretion or authority, in accordance with such instructions; provided that no Agent shall be required to take any action that, in its opinion or the opinion of its counsel, may expose such Agent to liability or that is contrary to any Loan Document or applicable law. Without prejudice to the generality of the foregoing, (i) each Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any communication (including any electronic message, Internet or intranet website posting or other distribution)communication, instrument or document believed by it to be genuine and correct and to have been signed or sent by the proper person Person or personsPersons, and shall be entitled to rely and shall be protected in relying on opinions and judgments of attorneys (who may be attorneys for Company Credit Parties and its the OZ Subsidiaries), accountants, experts and other professional advisors selected by it; and (ii) no Lender shall have any right of action whatsoever against an Administrative Agent as a result of such Administrative Agent acting or (where so instructed) refraining from acting under this Agreement hereunder or any of the other Loan Credit Documents in accordance with the instructions of Requisite Lenders (or such other Lenders as may be required to give such instructions under subsection 10.6Section 10.05).

Exculpatory Provisions. No Agent or nor any of its officers, partners, directors, employees or agents shall be liable to Lenders for any action taken or omitted by such any Agent under or in connection with any of the Loan Credit Documents except to the extent caused by such Agent’s gross negligence or willful misconduct. An Each Agent shall be entitled to refrain from any act or the taking of any action (including the failure to take an action) in connection with this Agreement herewith or any of the other Loan Credit Documents or from the exercise of any power, discretion or authority vested in it hereunder or thereunder unless and until such Agent shall have received instructions in respect thereof from Requisite Lenders (or such other Lenders as may be required to give such instructions under subsection 10.6Section 10.5) and, upon receipt of such instructions from Requisite Lenders (or such other Lenders, as the case may be), such Agent shall be entitled to act or (where so instructed) refrain from acting, or to exercise such power, discretion or authority, in accordance with such instructions; provided that no Agent shall be required to take any action that, in its opinion or the opinion of its counsel, may expose such Agent to liability or that is contrary to any Loan Document or applicable law. Without prejudice to the generality of the foregoing, (i) each Agent shall be entitled to rely, and shall be fully protected in relying, upon any communication (including any electronic message, Internet or intranet website posting or other distribution)communication, instrument or document believed by it to be genuine and correct and to have been signed or sent by the proper person Person or personsPersons, including any Settlement Confirmation or other communication issues by any Settlement Service, and shall be entitled to rely and shall be protected in relying on opinions and judgments of attorneys (who may be attorneys for Company and its Subsidiaries), accountants, experts and other professional advisors selected by it; and (ii) no Lender shall have any right of action whatsoever against an any Agent as a result of such Agent acting or (where so instructed) refraining from acting under this Agreement hereunder or any of the other Loan Credit Documents in accordance with the instructions of Requisite Lenders (or such other Lenders as may be required to give such instructions under subsection 10.6Section 10.5).

Exculpatory Provisions. No Agent or nor any of its officers, partners, directors, employees or agents shall be liable to Lenders for any action taken or omitted by such any Agent under or in connection with any of the Loan Credit Documents except to the extent caused by such Agent’s gross negligence or willful misconduct. An Each Agent shall be entitled to refrain from any act or the taking of any action (including the failure to take an action) in connection with this Agreement herewith or any of the other Loan Credit Documents or from the exercise of any power, discretion or authority vested in it hereunder or thereunder unless and until such Agent shall have received instructions in respect thereof from Requisite Required Lenders (or such other Lenders as may be required to give such instructions under subsection 10.6Section 14.1) and, upon receipt of such instructions from Requisite Required Lenders (or such other Lenders, as the case may be), such Agent shall be entitled to act or (where so instructed) refrain from acting, or to exercise such power, discretion or authority, in accordance with such instructions; provided that no Agent shall be required to take any action that, in its opinion or the opinion of its counsel, may expose such Agent to liability or that is contrary to any Loan Document or applicable law. Without prejudice to the generality of the foregoing, (i) each Agent shall be entitled to rely, and shall be fully protected in relying, upon any communication (including any electronic message, Internet or intranet website posting or other distribution)communication, instrument or document believed by it to be genuine and correct and to have been signed or sent by the proper person Person or persons, Persons and shall be entitled to rely and shall be protected in relying on opinions and judgments of attorneys (who may be attorneys for Company Borrower and its Subsidiaries), accountants, experts and other professional advisors selected by it; and (ii) no Lender shall have any right of action whatsoever against an any Agent as a result of such Agent acting or (where so instructed) refraining from acting under this Agreement hereunder or any of the other Loan Credit Documents in accordance with the instructions of Requisite Required Lenders (or such other Lenders as may be required to give such instructions under subsection 10.6Section 14.1).

Exculpatory Provisions. No Agent or nor any of its officers, partners, directors, employees or agents shall be liable to Lenders for any action taken or omitted by such any Agent under or in connection with any of the Loan Credit Documents except to the extent caused by such Agent’s gross negligence or willful misconduct, as determined by a court of competent jurisdiction in a final, non-appealable order. An Each Agent shall be entitled to refrain from any act or the taking of any action (including the failure to take an action) in connection with this Agreement herewith or any of the other Loan Credit Documents or from the exercise of any power, discretion or authority vested in it hereunder or thereunder unless and until such Agent shall have received instructions in respect thereof from Requisite Lenders (or such other Lenders as may be required to give such instructions under subsection 10.6Section 10.5) and, upon receipt of such instructions from Requisite Lenders (or such other Lenders, as the case may be), such Agent shall be entitled to act or (where so instructed) refrain from acting, or to exercise such power, discretion or authority, in accordance with such instructions; provided that no Agent shall be required to take , including for the avoidance of doubt refraining from any action that, in its opinion or the opinion of its counsel, may expose such Agent to liability be in violation of the automatic stay under the Bankruptcy Code or other applicable bankruptcy laws or that is contrary to any Loan Document may effect a forfeiture, modification or termination of property in violation under the Bankruptcy Code or other applicable lawbankruptcy laws. Without prejudice to the generality of the foregoing, (i) each Agent shall be entitled to rely, and shall be fully protected in relying, upon any communication (including any electronic message, Internet or intranet website posting or other distribution)communication, instrument or document believed by it to be genuine and correct and to have been signed or sent by the proper person Person or personsPersons, and shall be entitled to rely and shall be protected in relying on opinions and judgments of attorneys (who may be attorneys for Company Parent Borrower and its Subsidiaries), accountants, experts and other professional advisors selected by it; and provided that, such Agent shall not be required to take any action that, in its judgment or the judgment of its counsel, may expose such Agent to liability or that is contrary to any Credit Document or applicable Requirements of Law; (ii) no Lender shall have any right of action whatsoever against an any Agent as a result of such Agent acting or (where so instructed) refraining from acting under this Agreement hereunder or any of the other Loan Credit Documents in accordance with the instructions of Requisite Lenders (or such other Lenders as may be required to give such instructions under subsection 10.6Section 10.5); and (iii) no Agent shall, except as expressly set forth herein and in the other Credit Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to Parent Borrower or any of its Affiliates that is communicated to or obtained by the person serving as such Agent or any of its affiliates in any capacity.

Exculpatory Provisions. No Neither Collateral Agent or nor any of its officers, directorspartners, Directors, employees or agents shall be liable to Lenders the Purchasers for any action taken or omitted by such Collateral Agent (i) under or in connection with any of the Loan Documents Note Documents, or (ii) with the consent or at the request of the Requisite Purchasers or, if so specified by this Agreement, all Purchasers or any other instructing group of Purchasers specified by this Agreement, in each case except to the extent caused by such Collateral Agent’s gross negligence or willful misconduct, as determined by a final, non-appealable judgment of a court of competent jurisdiction. An Collateral Agent shall not, except as expressly set forth herein and in the other Note Documents, have any duty to disclose or be liable for the failure to disclose, any information relating to Company or any of its Affiliates that is communicated to or obtained by Collateral Agent or any of its Affiliates in any capacity. Collateral Agent shall be entitled to refrain from any act or the taking of any action (including the failure to take an action) in connection with this Agreement herewith or any of the other Loan Note Documents or from the exercise of any power, discretion or authority vested in it hereunder or thereunder unless and until such Collateral Agent shall have received instructions in respect thereof from the Requisite Lenders Purchasers (or such other Lenders Purchasers as may be required to give such instructions under subsection 10.6Section 10.5) and, upon receipt of such instructions from the Requisite Lenders Purchasers (or such other LendersPurchasers, as the case may be), such Collateral Agent shall be entitled to act or (where so instructed) refrain from acting, or to exercise such power, discretion or authority, in accordance with such instructions; provided that no Agent shall be required to take , including for the avoidance of doubt refraining from any action that, in its opinion or the opinion of its counsel, may expose such Collateral Agent to liability liability, may be in violation of the automatic stay under any Debtor Relief Law or that is contrary to may effect a forfeiture, modification or termination of property of a Defaulting Purchaser in violation of any Loan Document or applicable lawDebtor Relief Law. Without prejudice to the generality of the foregoing, (i) each Collateral Agent shall be entitled to rely, and shall be fully protected in relying, upon any communication (including any electronic message, Internet or intranet website posting or other distribution)communication, instrument or document believed by it to be genuine and correct and to have been signed or sent by the proper person Person or personsPersons, and shall be entitled to rely and shall be protected in relying on opinions and judgments of attorneys (who may be attorneys for Company and its Subsidiaries), accountants, experts and other professional advisors selected by it; and (ii) no Lender Purchaser shall have any right of action whatsoever against an Collateral Agent as a result of such Collateral Agent acting or (where so instructed) refraining from acting under this Agreement hereunder or any of the other Loan Note Documents in accordance with the instructions of the Requisite Lenders Purchasers (or such other Lenders Purchasers as may be required to give such instructions under subsection 10.6Section 10.5). None of the provisions of this Agreement shall require the Collateral Agent to expend or risk its own funds or otherwise to incur any liability, financial or otherwise, in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers if it shall have reasonable grounds for believing that repayment of such funds or indemnity satisfactory to it against such risk or liability is not assured to it. In no event shall the Collateral Agent be liable for special, punitive, indirect or consequential damages, including, but not limited to, lost profits, irrespective of whether the Collateral Agent has been advised of the likelihood of such loss or damage and regardless of the form of action arising in connection with this Agreement.

Exculpatory Provisions. No Agent or nor any of its officers, partners, directors, employees or agents shall be liable to Lenders for any action taken or omitted by such any Agent under or in connection with any of the Loan Credit Documents except to the extent caused by such Agent’s gross negligence or willful misconduct, as determined by a final, non-appealable judgment of a court of competent jurisdiction. An Each Agent shall be entitled to refrain from any act or the taking of any action (including the failure to take an action) in connection with this Agreement herewith or any of the other Loan Credit Documents or from the exercise of any power, discretion or authority vested in it hereunder or thereunder unless and until such Agent shall have received instructions in respect thereof from Requisite Lenders (or such other Lenders as may be required to give such instructions under subsection 10.6Section 10.5) and, upon receipt of such instructions from Requisite Lenders (or such other Lenders, as the case may be), such Agent shall be entitled to act or (where so instructed) refrain from acting, or to exercise such power, discretion or authority, in accordance with such instructions; provided that no Agent shall be required to take any action that, in its opinion or the opinion of its counsel, may expose such Agent to liability or that is contrary to any Loan Document or applicable law. Without prejudice to the generality of the foregoing, (i) each Agent shall be entitled to rely, and shall be fully protected in relying, upon any communication (including any electronic message, Internet or intranet website posting or other distribution)communication, instrument or document believed by it to be genuine and correct and to have been signed or sent by the proper person Person or personsPersons, and shall be entitled to rely and shall be protected in relying on opinions and judgments of attorneys (who may be attorneys for Company Borrower and its Subsidiaries), accountants, experts and other professional advisors selected by it; and (ii) no Lender shall have any right of action whatsoever against an any Agent as a result of such Agent acting or (where so instructed) refraining from acting under this Agreement hereunder or any of the other Loan Credit Documents in accordance with the instructions of Requisite Lenders (or such other Lenders as may be required to give such instructions under subsection 10.6Section 10.5).

Exculpatory Provisions. No Agent or nor any of its officers, partners, directors, employees employees, advisors, attorneys or agents shall be liable to Lenders any Lender for any action taken or omitted by such any Agent under or in connection with any of the Loan Credit Documents except to the extent caused by such Agent’s its or their gross negligence or willful misconductmisconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision). An Each Agent shall be entitled to refrain from any act or the taking of any action (including the failure to take an action) in connection with this Agreement herewith or any of the other Loan Credit Documents or from the exercise of any power, discretion or authority vested in it hereunder or thereunder unless and until such Agent shall have received instructions in respect thereof from Requisite Lenders (or such other Lenders as may be required to give such instructions under subsection 10.6Section 10.5) and, upon receipt of such instructions from Requisite Lenders (or such other Lenders, as the case may be), such Agent shall be entitled to act or (where so instructed) refrain from acting, or to exercise such power, discretion or authority, in accordance with such instructions; provided that no Agent shall be required to take any action that, in its opinion or the opinion of its counsel, may expose such Agent to liability or that is contrary to any Loan Document or applicable law. Without prejudice to the generality of the foregoing, (i) each Agent shall be entitled to rely, and shall be fully protected in relying, upon any communication (including any electronic message, Internet or intranet website posting or other distribution)communication, instrument or document believed by it to be genuine and correct and to have been signed or sent by the proper person Person or personsPersons, including any settlement confirmation or other communication issues by any Settlement Service, and shall be entitled to rely and shall be protected in relying on opinions and judgments of attorneys (who may be attorneys for Company Holdings and its Subsidiaries), accountants, experts and other professional advisors selected by it; and (ii) no Lender shall have any right of action whatsoever against an any Agent as a result of such Agent acting or (where so instructed) refraining from acting under this Agreement hereunder or any of the other Loan Credit Documents in accordance with the instructions of Requisite Lenders (or such other Lenders as may be required to give such instructions under subsection 10.6Section 10.5).

Exculpatory Provisions. No Agent or any of its officers, directors, employees or agents shall be liable to Lenders for any action taken or omitted by such Agent under or in connection with any of the Loan Documents except to the extent caused by such Agent’s gross negligence or willful misconductmisconduct (as determined by a final non-appealable judgment of a court of competent jurisdiction). An Agent shall be entitled to refrain from any discretionary act or the taking of any discretionary action (including the failure to take an action) in connection with this Agreement or any of the other Loan Documents or from the exercise of any discretionary power, discretion or authority vested in it hereunder or thereunder unless and until such Agent shall have received instructions in respect thereof from Requisite Lenders (or such other Lenders as may be required to give such instructions under subsection 10.6) and, upon receipt of such instructions from Requisite Lenders (or such other Lenders, as the case may be), such Agent shall be entitled to act or (where so instructed) refrain from acting, or to exercise such power, discretion or authority, in accordance with such instructions; provided that no Agent shall be required to take any action that, in its opinion or the opinion of its counsel, may expose such Agent to liability or that is contrary to any Loan Document or applicable law. Without prejudice to the generality of the foregoing, (i) each Agent shall be entitled to rely, and shall be fully protected in relying, upon any communication (including any electronic message, Internet or intranet website posting or other distribution), instrument or document reasonably believed by it to be genuine and correct and to have been signed or sent by the proper person or persons, and shall be entitled to rely and shall be protected in relying on opinions and judgments of attorneys (who may be attorneys for Company and its Subsidiaries), accountants, experts and other professional advisors selected by it; and (ii) no Lender shall have any right of action whatsoever against an Agent as a result of such Agent acting or (where so instructed) refraining from acting under this Agreement or any of the other Loan Documents in accordance with the instructions of Requisite Lenders (or such other Lenders as may be required to give such instructions under subsection 10.6).

Exculpatory Provisions. No Agent or any of its officers, directors, employees or agents shall be liable to Lenders for any action taken or omitted by such Agent under or in connection with any of the Loan Documents except to the extent caused by such Agent’s gross negligence or willful misconduct. An Agent shall be entitled to refrain from any act or the taking of any action (including the failure to take an action) in connection with this Agreement or any of the other Loan Documents or from the exercise of any power, discretion or authority vested in it hereunder or thereunder unless and until such Agent shall have received instructions in respect thereof from Requisite Lenders (or such other Lenders as may be required to give such instructions under subsection 10.6) and, upon receipt of such instructions from Requisite Lenders (or such other Lenders, as the case may be), such Agent shall be entitled to act or (where so instructed) refrain from acting, or to exercise such power, discretion or authority, in accordance with such instructions; provided that no Agent shall be required to take any action that, in its opinion or the opinion of its counsel, may expose such Agent to liability or that is contrary to any Loan Document or applicable law. Without prejudice to the generality of the foregoing, (i) each Agent shall be entitled to rely, and shall be fully protected in relying, upon any communication (including any electronic message, Internet or intranet website web site posting or other distribution), instrument or document believed by it to be genuine and correct and to have been signed or sent by the proper person or persons, and shall be entitled to rely and shall be protected in relying on opinions and judgments of attorneys (who may be attorneys for Company and its Subsidiaries), accountants, experts and other professional advisors selected by it; and (ii) no Lender shall have any right of action whatsoever against an Agent as a result of such Agent acting or (where so instructed) refraining from acting under this Agreement or any of the other Loan Documents in accordance with the instructions of Requisite Lenders (or such other Lenders as may be required to give such instructions under subsection 10.6).

Exculpatory Provisions. No Neither Collateral Agent or nor any of its officers, directorspartners, Directors, employees or agents shall be liable to Lenders Purchasers for any action taken or omitted by such Collateral Agent (i) under or in connection with any of the Loan Note Documents or (ii) with the consent or at the request of Requisite Purchasers (or, if so specified by this Agreement, all Purchasers or any other instructing group of Purchasers specified by this Agreement), in each case except to the extent caused by such Collateral Agent’s gross negligence or willful misconduct, as determined by a final, non-appealable judgment of a court of competent jurisdiction. An Collateral Agent shall not, except as expressly set forth herein and in the other Note Documents, have any duty to disclose or be liable for the failure to disclose, any information relating to Company or any of its Affiliates that is communicated to or obtained by Collateral Agent or any of its Affiliates in any capacity. Collateral Agent shall be entitled to refrain from any act or the taking of any action (including the failure to take an action) in connection with this Agreement herewith or any of the other Loan Note Documents or from the exercise of any power, discretion or authority vested in it hereunder or thereunder unless and until such Collateral Agent shall have received instructions in respect thereof from Requisite Lenders Purchasers (or such other Lenders Purchasers as may be required to give such instructions under subsection 10.6Section 10.5) and, upon receipt of such instructions from Requisite Lenders Purchasers (or such other LendersPurchasers, as the case may be), such Collateral Agent shall be entitled to act or (where so instructed) refrain from acting, or to exercise such power, discretion or authority, in accordance with such instructions; provided that no Agent shall be required to take , including for the avoidance of doubt refraining from any action that, in its opinion or the opinion of its counsel, may expose such Collateral Agent to liability or that is contrary to liability, may be in violation of the automatic stay under any Loan Document or applicable lawDebtor Relief Law. Without prejudice to the generality of the foregoing, (i) each Collateral Agent shall be entitled to rely, and shall be fully protected in relying, upon any communication (including any electronic message, Internet or intranet website posting or other distribution)communication, instrument or document believed by it to be genuine and correct and to have been signed or sent by the proper person Person or personsPersons, and shall be entitled to rely and shall be protected in relying on opinions and judgments of attorneys (who may be attorneys for Company and its Subsidiaries), accountants, experts and other professional advisors selected by it; and (ii) no Lender Purchaser shall have any right of action whatsoever against an Collateral Agent as a result of such Collateral Agent acting or (where so instructed) refraining from acting under this Agreement hereunder or any of the other Loan Note Documents in accordance with the instructions of Requisite Lenders Purchasers (or such other Lenders Purchasers as may be required to give such instructions under subsection 10.6Section 10.5).

Exculpatory Provisions. No Agent or nor any of its officers, partners, directors, employees or agents shall be liable to the Lenders for any action taken or omitted by such any Agent under or in connection with any of the Loan Documents except to the extent caused by such Agent’s gross negligence or willful misconduct. An Each Agent shall be entitled to refrain from any act or the taking of any action (including the failure to take an action) in connection with this Agreement or any of the other Loan Documents or from the exercise of any power, discretion or authority vested in it hereunder or thereunder unless and until such Agent shall have received instructions in respect thereof from the Requisite Lenders (or such other the Lenders as may be required to give such instructions under subsection 10.6Section 9.6) and, upon receipt of such instructions from the Requisite Lenders (or such other Lenders, as the case may be), such Agent shall be entitled to act or (where so instructed) refrain from acting, or to exercise such power, discretion or authority, in accordance with such instructions; provided that no Agent shall be required to take any action that, in its opinion or the opinion of its counsel, may expose such Agent to liability or that is contrary to any Loan Document or applicable law. Without prejudice to the generality of the foregoing, (i) each of Agent shall be entitled to rely, and shall be fully protected in relying, upon any communication (including any electronic message, Internet or intranet website posting or other distribution)communication, instrument or document believed by it to be genuine and correct and to have been signed or sent by the proper person Person or personsPersons, and shall be entitled to rely and shall be protected in relying on opinions and judgments of attorneys (who may be attorneys for Company the Credit Parties and its their Subsidiaries), accountants, experts and other professional advisors selected by it; and (ii) no Lender shall have any right of action whatsoever against an any Agent as a result of such Agent acting or (where so instructed) refraining from acting under this Agreement or any of the other Loan Documents in accordance with the instructions of the Requisite Lenders (or such other Lenders as may be required to give such instructions under subsection 10.6Section 9.6).

Exculpatory Provisions. No Agent or nor any of its officers, partners, directors, employees employees, affiliates, representatives or agents shall be liable to the Lenders for any action taken or omitted by such any Agent under or in connection with any of the Loan Credit Documents except to the extent caused by such Agent’s gross negligence or willful misconductmisconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision). An If an Agent requests instructions from the Requisite Lenders with respect to any act or action (including failure to act) in connection with this Agreement or any other Credit Document, such Agent shall be entitled to refrain from any act or the taking of any action (including the failure to take an action) in connection with this Agreement herewith or any of the other Loan Credit Documents or from the exercise of any power, discretion or authority vested in it hereunder or thereunder unless and until such Agent shall have received written instructions in respect thereof from the Requisite Lenders (or such other Lenders as may be required to give such instructions under subsection 10.6Section 10.5) and, upon receipt of such instructions from the Requisite Lenders (or such other Lenders, as the case may be), such Agent shall be entitled to act or (where so instructed) refrain from acting, or to exercise such power, discretion or authority, in accordance with such instructions; provided that no Agent shall be required to take any action that, in its opinion or the opinion of its counsel, may expose such Agent to liability or that is contrary to any Loan Document or applicable law. Without prejudice to the generality of the foregoing, (i) each Agent shall be entitled to rely, and shall be fully protected in relying, upon any communication (including any electronic message, Internet or intranet website posting or other distribution)communication, instrument or document believed by it to be genuine and correct and to have been signed or sent by the proper person Person or personsPersons, and shall be entitled to rely and shall be protected in relying on opinions and judgments of attorneys (who may be attorneys for Company the Borrower and its Subsidiaries), accountants, experts and other professional advisors selected by it; , and (ii) no Lender shall have any right of action whatsoever against an any Agent as a result of such Agent acting or (where so instructed) refraining from acting under this Agreement hereunder or any of the other Loan Credit Documents in accordance with the instructions of the Requisite Lenders (or such other Lenders as may be required to give such instructions under subsection 10.6Section 10.5).

Exculpatory Provisions. No Agent or nor any of its Affiliates nor any officers, partners, directors, employees or agents of any Agent or Affiliates of any Agent shall be liable to Lenders for any action taken or omitted by such any Agent under or in connection with any of the Loan Documents except to the extent caused by such Agent’s gross negligence or willful misconductmisconduct as determined by a final, nonappealable judgment of a court of competent jurisdiction. An Each Agent shall be entitled to refrain from any act or the taking of any action (including the failure to take an action) in connection with this Agreement herewith or any of the other Loan Documents or from the exercise of any power, discretion or authority vested in it hereunder or thereunder unless and until such Agent shall have received instructions in respect thereof from Requisite Lenders (or such other Lenders as may be required to give such instructions under subsection 10.6Section 9.5) and, upon receipt of such instructions from Requisite Lenders (or such other Lenders, as the case may be), such Agent shall be entitled to act or (where so instructed) refrain from acting, or to exercise such power, discretion or authority, in accordance with such instructions; provided that no Agent shall be required to take any action that, in its opinion or the opinion of its counsel, may expose such Agent to liability or that is contrary to any Loan Document or applicable law. Without prejudice to the generality of the foregoing, (i) each Agent shall be entitled to rely, and shall be fully protected in relying, upon on any communication (including any electronic message, Internet or intranet website posting or other distribution)communication, instrument or document believed by it to be genuine and correct and to have been signed or sent by the proper person Person or personsPersons, and shall be entitled to rely and shall be protected in relying on opinions and judgments of attorneys (who may be attorneys for Company Borrower and its Subsidiaries), accountants, experts and other professional advisors selected by it; , and (ii) no Lender shall have any right of action whatsoever against an any Agent as a result of such Agent acting or (where so instructed) refraining from acting under this Agreement hereunder or any of the other Loan Documents in accordance with the instructions of Requisite Lenders (or such other Lenders as may be required to give such instructions under subsection 10.6Section 9.5).

Exculpatory Provisions. No Neither any Agent or nor any of its officers, partners, directors, employees or agents shall be liable to Lenders the Lender Parties for any action taken or omitted by such any Agent under or in connection with any of the Loan Documents except to the extent caused by such Agent’s gross negligence or willful misconductmisconduct as determined by a court of competent jurisdiction in a final, non-appealable judgment. An Each Agent shall be entitled to refrain from any act or the taking of any action (including the failure to take an action) in connection with this Agreement herewith or any of the other Loan Documents or from the exercise of any power, discretion or authority vested in it hereunder or thereunder unless and until such Agent shall have received instructions in respect thereof from Requisite the Required Lenders or Supermajority Required Lenders (or such other Lenders Lender Parties as may be required to give such instructions under subsection 10.6Section 12.05) and, upon receipt of such instructions from Requisite the Required Lenders (or such other LendersLender Parties, as the case may be), such Agent shall be entitled to act or (where so instructed) refrain from acting, or to exercise such power, discretion or authority, in accordance with such instructions; provided that no Agent shall be required to take any action that, in its opinion or the opinion of its counsel, may expose such Agent to liability or that is contrary to any Loan Document or applicable law. Without prejudice to the generality of the foregoing, (i) each Agent shall be entitled to rely, and shall be fully protected in relying, upon any communication (including any electronic message, Internet or intranet website posting or other distribution)communication, instrument or document believed by it to be genuine and correct and to have been signed or sent by the proper person Person or personsPersons, and shall be entitled to rely and shall be protected in relying on opinions and judgments of attorneys (who may be attorneys for Company a Loan Party and its Subsidiariessubsidiaries), accountants, experts and other professional advisors selected by it; and (ii) no Lender Party shall have any right of action whatsoever against an any Agent as a result of such Agent acting or (where so instructed) refraining from acting under this Agreement hereunder or any of the other Loan Documents in accordance with the instructions of Requisite the Required Lenders (or such other Lenders Lender Parties as may be required to give such instructions under subsection 10.6Section 12.05).

Exculpatory Provisions. No Agent or any of its officers, directors, employees or agents shall be liable to Lenders for any action taken or omitted by such Agent under or in connection with any of the Loan Documents except to the extent caused by such Agent’s gross negligence or willful misconduct. An Agent shall be entitled to refrain from any act or the taking of any action (including the failure to take an action) in connection with this Agreement or any of the other Loan Documents or from the exercise of any power, discretion or authority vested in it hereunder or thereunder unless and until such Agent shall have received instructions in respect thereof from Requisite Lenders (or such other Lenders as may be required to give such instructions under subsection 10.6) and, upon receipt of such instructions from Requisite Lenders (or such other Lenders, as the case may be), such Agent shall be entitled to act or (where so instructed) refrain from acting, or to exercise such power, discretion or authority, in accordance with such instructions; provided that no Agent shall be required to take any action that, in its opinion or the opinion of its counsel, may expose such Agent to liability or that is contrary to any Loan Document or applicable law. Without prejudice to the generality of the EXECUTION VERSION foregoing, (i) each Agent shall be entitled to rely, and shall be fully protected in relying, upon any communication (including any electronic message, Internet or intranet website posting or other distribution), instrument or document believed by it to be genuine and correct and to have been signed or sent by the proper person Person or personsPersons, and shall be entitled to rely and shall be protected in relying on opinions and judgments of attorneys (who may be attorneys for Company and its Subsidiaries), accountants, experts and other professional advisors selected by it; and (ii) no Lender shall have any right of action whatsoever against an Agent as a result of such Agent acting or (where so instructed) refraining from acting under this Agreement or any of the other Loan Documents in accordance with the instructions of Requisite Lenders (or such other Lenders as may be required to give such instructions under subsection 10.6).

Exculpatory Provisions. No Agent or None of Agents nor any of its their respective officers, partners, directors, employees or agents shall be liable to Lenders for any action taken or omitted by such any Agent under or in connection with any of the Loan Documents except to the extent caused by such Agent’s 's gross negligence or willful misconduct. An Each Agent shall be entitled to refrain from any act or the taking of any action (including the failure to take an action) in connection with this Agreement or any of the other Loan Documents or from the exercise of any power, discretion or authority vested in it hereunder or thereunder unless and until such Agent shall have received instructions in respect thereof from Requisite Lenders (or such other Lenders as may be required to give such instructions under subsection 10.69.5) and, upon receipt of such instructions from Requisite Lenders (or such other Lenders, as the case may be), such Agent shall be entitled to act or (where so instructed) refrain from acting, or to exercise such power, discretion or authority, in accordance with such instructions; provided that no Agent shall be required to take any action that, in its opinion or the opinion of its counsel, may expose such Agent to liability or that is contrary to any Loan Document or applicable law. Without prejudice to the generality of the foregoing, (i) each Agent shall be entitled to rely, and shall be fully protected in relying, upon any communication (including any electronic message, Internet or intranet website posting or other distribution)communication, instrument or document believed by it to be genuine and correct and to have been signed or sent by the proper person or persons, and shall be entitled to rely and shall be protected in relying on opinions and judgments of attorneys (who may be attorneys for Company and its Subsidiaries), accountants, experts and other professional advisors selected by it; and (ii) no Lender shall have any right of action whatsoever against an any Agent as a result of such Agent acting or (where so instructed) refraining from acting under this Agreement or any of the other Loan Documents in accordance with the instructions of Requisite Lenders (or such other Lenders as may be required to give such instructions under subsection 10.69.5). Without limiting the generality of the foregoing and the applicability thereof to the Paying Agent, the Paying Agent shall not be charged with notice or knowledge of any matter unless actually known to an officer working in its corporate trust group or unless written notice thereof has been received by it in accordance with the provisions of this Agreement. Unless otherwise expressly provided, the Paying Agent shall not have any responsibility with respect to reports, notices, certificates or other documents filed with it hereunder except to make them available for inspection at reasonable times by the Lenders.

Exculpatory Provisions. No Agent or nor any of its officers, partners, directors, employees or agents shall be liable to Lenders for any action taken or omitted by such any Agent under or in connection with any of the Loan Credit Documents except to the extent caused by such Agent’s gross negligence or willful misconduct. An Each Agent shall be entitled to refrain from any act or the taking of any action (including the failure to take an action) in connection with this Agreement herewith or any of the other Loan Credit Documents or from the exercise of any power, discretion or authority vested in it hereunder or thereunder unless and until such Agent shall have received instructions in respect thereof from Requisite Lenders (or such other Lenders as may be required to give such instructions under subsection 10.6Section 10.5) and, upon receipt of such instructions from Requisite Lenders (or such other Lenders, as the case may be), such Agent shall be entitled to act or (where so instructed) refrain from acting, or to exercise such power, discretion or authority, in accordance with such instructions; provided that no Agent shall be required to take any action that, in its opinion or the opinion of its counsel, may expose such Agent to liability or that is contrary to any Loan Document or applicable law. Without prejudice to the generality of the foregoing, (i) each Agent shall be entitled to rely, and shall be fully protected in relying, upon any communication (including any electronic message, Internet or intranet website posting or other distribution)communication, instrument or document believed by it to be genuine and correct and to have been signed or sent by the proper person Person or persons, Persons and shall be entitled to rely and shall be protected in relying on opinions and judgments of attorneys (who may be attorneys for Company Borrower and its Subsidiaries), accountants, experts and other professional advisors selected by it; and (ii) no Lender shall have any right of action whatsoever against an any Agent as a result of such Agent acting or (where so instructed) refraining from acting under this Agreement hereunder or any of the other Loan Credit Documents in accordance with the instructions of Requisite Lenders (or such other Lenders as may be required to give such instructions under subsection 10.6Section 10.5).

Exculpatory Provisions. No Neither the Agent or nor any of ------------- ---------------------- its officers, directors, employees or agents shall be liable to Lenders any Lender for any action taken or omitted by such Agent hereunder or under any of the Financing Documents, or in connection with any of the Loan Documents except to the extent herewith or therewith unless caused by such Agent’s its or their gross negligence or willful misconduct. An If the Agent shall be entitled request instructions from Lenders with respect to refrain from any act or the taking of any action (including the failure to take an action) in connection with this Agreement or any of the other Loan Documents or from Financing Documents, the exercise of any power, discretion or authority vested in it hereunder or thereunder unless and until such Agent shall have received instructions in respect thereof from Requisite Lenders (or such other Lenders as may be required to give such instructions under subsection 10.6) and, upon receipt of such instructions from Requisite Lenders (or such other Lenders, as the case may be), such Agent shall be entitled to act or (where so instructed) refrain from actingtaking such action unless and until the Agent, shall have received instructions from the Majority Lenders (or to exercise such power, discretion or authority, in accordance with such instructions; provided that no Agent shall be required to take any all of the Lenders if the action that, in its opinion or the opinion of its counsel, may expose such Agent to liability or that is contrary to any Loan Document or applicable lawrequires their consent). Without prejudice to the generality of the foregoing, (i) each the Agent shall be entitled to rely, and shall be fully protected in relying, upon any communication (including any electronic message, Internet or intranet website posting or other distribution)communication, instrument or document believed by it to be genuine and correct and to have been signed or sent by the proper person or persons, and shall be entitled to rely and shall be protected in relying on opinions and judgments of attorneys (who may be attorneys for Company and its Subsidiariesthe Borrower, any of the Stockholders, and/or any Subsidiary), accountants, experts and other professional advisors selected by it; and (ii) no Lender shall have any right of action whatsoever against an the Agent as a result of such the Agent acting or (where so instructed) refraining from acting under this Agreement or any of the Financing Documents or the other Loan Documents instruments and agreements referred to herein in accordance with the instructions of Requisite the Majority Lenders (or such all of the Lenders if the action requires their consent). The Agent shall be entitled to refrain from exercising any power, discretion or authority vested in it under any of the Financing Documents or the other instruments and agreements referred to herein unless and until it has obtained the instructions of the Majority Lenders as may be required to give such instructions under subsection 10.6(or all of the Lenders if the action requires their consent).

Exculpatory Provisions. No Agent or nor any of its officers, partners, directors, employees or agents shall be liable to Lenders for any action taken or omitted by such any Agent under or in connection with any of the Loan Financing Documents except to the extent caused by such Agent’s gross negligence or willful misconduct, as determined by a final, non-appealable judgment of a court of competent jurisdiction. An Each Agent shall be entitled to refrain from any act or the taking of any action (including the failure to take an action) in connection with this Agreement herewith or any of the other Loan Financing Documents or from the exercise of any power, discretion or authority vested in it hereunder or thereunder unless and until such Agent shall have received instructions in respect thereof from Requisite Lenders (or such other Lenders as may be required to give such instructions under subsection 10.6Section 9.5 (Amendments and Waivers)) andor, in the case of Collateral Agent, (i) in accordance with the applicable Security Documents, and upon receipt of such instructions from Requisite Lenders (or such other Lenders, as the case may be)) or (ii) in accordance with the applicable Security Documents, such Agent shall be entitled to act or (where so instructed) refrain from acting, or to exercise such power, discretion or authority, in accordance with such instructions, including for the avoidance of doubt refraining from any action that, in its opinion or the opinion of its counsel, may be in violation of the automatic stay under any Debtor Relief Law or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any Debtor Relief Law. Without prejudice to the generality of the foregoing, (x) each Agent shall be entitled to rely, and shall be fully protected in relying, upon any communication, instrument or document believed by it to be genuine and correct and to have been signed or sent by the proper Person or Persons, and shall be entitled to rely and shall be protected in relying on opinions and judgments of attorneys (who may be attorneys for Borrower and its Subsidiaries), accountants, experts and other professional advisors selected by it; provided that and (y) no Lender shall have any right of action whatsoever against any Agent as a result of such Agent acting or (where so instructed) refraining from acting hereunder or any of the other Financing Documents in accordance with the instructions of Requisite Lenders (or such other Lenders as may be required to give such instructions under Section 9.5 (Amendments and Waivers)). Without limiting the generality of the foregoing, no Agent shall be required to take any action that, in its opinion or the opinion of its counsel, may expose such Agent to liability or that is contrary to any Loan Financing Document or applicable law. Without prejudice ; and no Agent shall, except as expressly set forth herein and in the other Financing Documents, have any duty to the generality of the foregoingdisclose, (i) each and no Agent shall be entitled liable for the failure to relydisclose, and shall be fully protected in relying, upon any communication (including any electronic message, Internet or intranet website posting or other distribution), instrument or document believed by it information relating to be genuine and correct and to have been signed or sent by the proper person or persons, and shall be entitled to rely and shall be protected in relying on opinions and judgments of attorneys (who may be attorneys for Company and its Subsidiaries), accountants, experts and other professional advisors selected by it; and (ii) no Lender shall have any right of action whatsoever against an Agent as a result of such Agent acting or (where so instructed) refraining from acting under this Agreement Borrower or any of its Affiliates that is communicated to or obtained by the other Loan Documents Person serving as such Agent or any of its Affiliates in accordance with the instructions any capacity. Each Agent shall be deemed not to have knowledge of Requisite Lenders (any Default unless and until notice describing such Default is given to such Agent by Borrower or such other Lenders as may be required to give such instructions under subsection 10.6)a Lender.

Exculpatory Provisions. No Administrative Agent or shall not, nor any of its officers, partners, directors, employees or agents shall be liable to Lenders for any action taken or omitted by such Administrative Agent under or in connection with any of the Loan Credit Documents except to the extent caused by such or resulting from Administrative Agent’s bad faith, gross negligence or willful misconduct, as determined by a court of competent jurisdiction in a final, non-appealable order. An Administrative Agent shall be entitled to refrain from any act or the taking of any action (including the failure to take an action) in connection with this Agreement herewith or any of the other Loan Credit Documents or from the exercise of any power, discretion or authority vested in it hereunder or thereunder unless and until such Administrative Agent shall have received instructions in respect thereof from Requisite Required Lenders (or such other Lenders as may be required to give such instructions under subsection 10.6Section 10.5) and, upon receipt of such instructions from Requisite Required Lenders (or such other Lenders, as the case may be), such Administrative Agent shall be entitled to act or (where so instructed) refrain from acting, or to exercise such power, discretion or authority, in accordance with such instructions; provided that no Agent shall be required to take any action that, in its opinion or the opinion of its counsel, may expose such Agent to liability or that is contrary to any Loan Document or applicable law. Without prejudice to the generality of the foregoing, (i) each Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any communication (including any electronic message, Internet or intranet website posting or other distribution)communication, instrument or document believed by it to be genuine and correct and to have been signed or sent by the proper person Person or personsPersons, and shall be entitled to rely and shall be protected in relying on opinions and judgments of attorneys (who may be attorneys for Company Borrower and its Subsidiaries), accountants, experts and other professional advisors selected by it; and (ii) no Lender shall have any right of action whatsoever against an Administrative Agent as a result of such Administrative Agent acting or (where so instructed) refraining from acting under this Agreement hereunder or any of the other Loan Credit Documents in accordance with the instructions of Requisite Required Lenders (or such other Lenders as may be required to give such instructions under subsection 10.6Section 10.5).

Exculpatory Provisions. No Neither Administrative Agent or nor any of its officers, directors, employees or agents shall be liable to Lenders for any action taken or omitted by such Administrative Agent under or in connection with any of the Loan Documents except to the extent caused by such Administrative Agent’s 's gross negligence or willful misconduct. An Administrative Agent shall be entitled to refrain from any act or the taking of any action (including the failure to take an action) in connection with this Agreement or any of the other Loan Documents or from the exercise of any power, discretion or authority vested in it hereunder or thereunder unless and 115 until such Administrative Agent shall have received instructions in respect thereof from Requisite Lenders (or such other Lenders as may be required to give such instructions under subsection 10.6) and, upon receipt of such instructions from Requisite Lenders (or such other Lenders, as the case may be), such Administrative Agent shall be entitled to act or (where so instructed) refrain from acting, or to exercise such power, discretion or authority, in accordance with such instructions; provided that no Agent shall be required to take any action that, in its opinion or the opinion of its counsel, may expose such Agent to liability or that is contrary to any Loan Document or applicable law. Without prejudice to the generality of the foregoing, (i) each Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any communication (including any electronic message, Internet or intranet website posting or other distribution)communication, instrument or document believed by it to be genuine and correct and to have been signed or sent by the proper person or persons, and shall be entitled to rely and shall be protected in relying on opinions and judgments of attorneys (who may be attorneys for Company and its Subsidiaries), accountants, experts and other professional advisors selected by it; and (ii) no Lender shall have any right of action whatsoever against an Administrative Agent as a result of such Administrative Agent acting or (where so instructed) refraining from acting under this Agreement or any of the other Loan Documents in accordance with the instructions of Requisite Lenders (or such other Lenders as may be required to give such instructions under subsection 10.6).

Exculpatory Provisions. No Neither Administrative Agent or nor any of its officers, directors, employees or agents shall be liable to Lenders for any action taken or omitted by such Administrative Agent under or in connection with any of the Loan Documents except to the extent caused by such Administrative Agent’s gross negligence or willful misconduct. An Administrative Agent shall be entitled to refrain from any act or the taking of any action (including the failure to take an action) in connection with this Agreement or any of the other Loan Documents or from the exercise of any power, discretion or authority vested in it hereunder or thereunder unless and until such Administrative Agent shall have received instructions in respect thereof from Requisite Lenders (or such other Lenders as may be required to give such instructions under subsection 10.6) and, upon receipt of such instructions from Requisite Lenders (or such other Lenders, as the case may be), such Administrative Agent shall be entitled to act or (where so instructed) refrain from acting, or to exercise such power, discretion or authority, in accordance with such instructions; provided that no Agent shall be required to take any action that, in its opinion or the opinion of its counsel, may expose such Agent to liability or that is contrary to any Loan Document or applicable law. Without prejudice to the generality of the foregoing, (i) each Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any communication (including any electronic message, Internet or intranet website posting or other distribution)communication, instrument or document believed by it to be genuine and correct and to have been signed or sent by the proper person Person or personsPersons, and shall be entitled to rely and shall be protected in relying on opinions and judgments of attorneys (who may be attorneys for Company Borrower and its Subsidiaries), accountants, experts and other professional advisors selected by it; and (ii) no Lender shall have any right of action whatsoever against an Administrative Agent as a result of such Administrative Agent acting or (where so instructed) refraining from acting under this Agreement or any of the other Loan Documents in accordance with the instructions of Requisite Lenders (or such other Lenders as may be required to give such instructions under subsection 10.6); and (iii) Administrative Agent will not incur any liability for any arithmetical error in computing any amount paid or payable by Borrower or any Affiliate thereof or paid or payable to or received or receivable from any Lender under any Loan Document, including principal, interest, any Commitment Fee, Loans and other amounts; provided, that, promptly upon discovery of such an error in computation, the Administrative Agent, the Lenders and (to the extent applicable) Borrower shall make such adjustments as are necessary to correct such error and to restore the parties to the position that they would have occupied had the error not occurred.

Exculpatory Provisions. No Agent or nor any of its officers, partners, directors, employees or agents shall be liable to the Lenders for any action taken or omitted by such any Agent under or in connection with any of the Loan Documents except to the extent caused determined in a final non-appealable judgment by a court of competent jurisdiction to have arisen from such Agent’s gross negligence or willful misconduct. An Each Agent shall be entitled to refrain from any act or the taking of any action (including the failure to take an action) in connection with this Agreement or any of the other Loan Documents or from the exercise of any power, discretion or authority vested in it hereunder or thereunder unless and until such Agent shall have received written instructions in respect thereof from the Requisite Lenders (or such other number of Lenders as may be required to give such instructions under subsection 10.6Section 8.5) and, upon receipt of such instructions from the Requisite Lenders (or such other Lenders, as the case may be), such Agent shall be entitled to act or (where so instructed) refrain from acting, or to exercise such power, discretion or authority, in accordance with such instructions; provided that no Agent shall be required to take any action that, in its opinion or the opinion of its counsel, may expose such Agent to liability or that is contrary to any Loan Document or applicable law. Without prejudice to the generality of the foregoing, (i) each Agent shall be entitled to rely, and shall be fully protected in relying, upon any communication (including any electronic message, Internet or intranet website posting or other distribution)communication, instrument or document believed by it to be genuine and correct and to have been signed or sent by the proper person Person or personsPersons, and shall be entitled to rely and shall be protected in relying on opinions and judgments of attorneys (who may be attorneys for Company the Parent and its SubsidiariesSubsidiaries or employees of any Agent), accountants, experts and other professional advisors selected by it; and (ii) no Lender shall have any right of action whatsoever against an any Agent as a result of such Agent acting or (where so instructed) refraining from acting under this Agreement or any of the other Loan Documents in accordance with the instructions of the Requisite Lenders (or such other number of Lenders as may be required to give such instructions under subsection 10.6Section 8.5).

Exculpatory Provisions. No Agent or nor any of its officers, partners, directors, employees or agents shall be liable to Lenders for any action taken or omitted by such any Agent under or in connection with any of the Loan Credit Documents except to the extent caused by such Agent’s gross negligence or willful misconduct, as determined by a final, non-appealable judgment of a court of competent jurisdiction. An Each Agent shall be entitled to refrain from any act or the taking of any action (including the failure to take an action) in connection with this Agreement herewith or any of the other Loan Credit Documents or from the exercise of any power, discretion or authority vested in it hereunder or thereunder unless and until such Agent shall have received instructions in respect thereof from Requisite Lenders (or such other Lenders as may be required to give such instructions under subsection 10.6Section 10.5) and, upon receipt of such instructions from Requisite Lenders (or such other Lenders, as the case may be), such Agent shall 128 be entitled to act or (where so instructed) refrain from acting, or to exercise such power, discretion or authority, in accordance with such instructions; provided that no Agent shall be required to take , including for the avoidance of doubt refraining from any action that, in its opinion or the opinion of its counsel, may expose such Agent to liability be in violation of the automatic stay under any Debtor Relief Law or that is contrary to may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any Loan Document or applicable lawDebtor Relief Law. Without prejudice to the generality of the foregoing, (i) each Agent shall be entitled to rely, and shall be fully protected in relying, upon any communication (including any electronic message, Internet or intranet website posting or other distribution)communication, instrument or document believed by it to be genuine and correct and to have been signed or sent by the proper person Person or personsPersons, and shall be entitled to rely and shall be protected in relying on opinions and judgments of attorneys (who may be attorneys for Company Holdings and its Subsidiaries), accountants, experts and other professional advisors selected by it; and (ii) no Lender shall have any right of action whatsoever against an any Agent as a result of such Agent acting or (where so instructed) refraining from acting under this Agreement hereunder or any of the other Loan Credit Documents in accordance with the instructions of Requisite Lenders (or such other Lenders as may be required to give such instructions under subsection 10.6Section 10.5).

Exculpatory Provisions. No Neither Administrative Agent or nor any of its officers, partners, directors, employees or agents shall be liable to Lenders for any action taken or omitted by such Administrative Agent under or in connection with any of the Loan Documents Program Agreements except to the extent caused by such Administrative Agent’s gross negligence negligence, bad faith or willful misconduct, as determined by a court of competent jurisdiction in a final, non-appealable order. An Administrative Agent shall be entitled to refrain from any act or the taking of any action (including the failure to take an action) in connection with this Agreement herewith or any of the other Loan Documents Program Agreements or from the exercise of any power, discretion or authority vested in it hereunder or thereunder unless and until such Administrative Agent shall have received instructions in respect thereof from Requisite Lenders (or such other Lenders as may be required to give such instructions under subsection 10.6) Buyers and, upon receipt of such instructions from Requisite Lenders (or such other Lendersthe Required Buyers, as the case may be), such Administrative Agent shall be entitled to act or (where so instructed) refrain from acting, or to exercise such power, discretion or authority, in accordance with such instructions; provided that no Agent shall be required to take any action that, in its opinion or the opinion of its counsel, may expose such Agent to liability or that is contrary to any Loan Document or applicable law. Without prejudice to the generality of the foregoing, (i) each Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any communication (including any electronic message, Internet or intranet website posting or other distribution)communication, instrument or document believed by it to be genuine and correct and to have been signed or sent by the proper person Person or personsPersons, and shall be entitled to rely and shall be protected in relying on opinions and judgments of attorneys (who may be attorneys for Company and its SubsidiariesSeller), accountants, experts and other professional advisors selected by it; and (ii) no Lender Buyer shall have any right of action whatsoever against an Administrative Agent as a result of such Administrative Agent acting or (where so instructed) refraining from acting under this Agreement hereunder or any of the other Loan Documents Program Agreements in accordance with the instructions of Requisite Lenders the Required Buyers; and (iii) no action taken or omitted by Administrative Agent shall be considered to have resulted from Administrative Agent’s gross negligence, bad faith or willful misconduct if such other Lenders as may be required to give such instructions under subsection 10.6)action or omission was done at the direction of the Required Buyers.

Exculpatory Provisions. No Agent or any of its officersOfficers, directors, employees or agents shall be liable to Lenders for any action taken or omitted by such Agent under or in connection with any of the Loan Documents except to the extent caused by such Agent’s gross negligence or willful misconduct. An Agent shall be entitled to refrain from any act or the taking of any action (including the failure to take an action) in connection with this Agreement or any of the other Loan Documents or from the exercise of any power, discretion or authority vested in it hereunder or thereunder unless and until such Agent shall have received instructions in respect thereof from Requisite Lenders (or such other Lenders as may be required to give such instructions under subsection 10.6Section 9.6) and, upon receipt of such instructions from Requisite Lenders (or such other Lenders, as the case may be), such Agent shall be entitled to act or (where so instructed) refrain from acting, or to exercise such power, discretion or authority, in accordance with such instructions; provided that no Agent shall be required to take any action that, in its opinion or the opinion of its counsel, may expose such Agent to liability or that is contrary to any Loan Document or applicable law. Without prejudice to the generality of the foregoing, (i) each Agent shall be entitled to rely, and shall be fully protected in relying, upon any communication (including any electronic message, Internet or intranet website posting or other distribution), instrument or document believed by it to be genuine and correct and to have been signed or sent by the proper person Person or personsPersons, and shall be entitled to rely and shall be protected in relying on opinions and judgments of attorneys (who may be attorneys for Company and its Subsidiaries), accountants, experts and other professional advisors selected by it; and (ii) no Lender shall have any right of action whatsoever against an Agent as a result of such Agent acting or (where so instructed) refraining from acting under this Agreement or any of the other Loan Documents in accordance with the instructions of Requisite Lenders (or such other Lenders as may be required to give such instructions under subsection 10.6Section 9.6).

Exculpatory Provisions. No Agent or nor any of its officers, directors, employees or agents Related Parties shall be liable to Lenders for any action taken or omitted by such any Agent under or in connection with any of the Loan Credit Documents except to the extent caused by such Agent’s gross negligence negligence, willful misconduct or willful misconductbad faith as determined by a court of competent jurisdiction by a final and nonappealable judgment. An Each Agent may at any time request instructions from Requisite Lenders or all affected Lenders with respect to any actions or approvals, which by the terms of this Agreement or any of the Credit Documents, such Agent is permitted or required to take or to grant. Each Agent shall be entitled to refrain from any act or the taking of any action (including the failure to take an action) in connection with this Agreement herewith or any of the other Loan Credit Documents or from the exercise of any power, discretion or authority vested in it hereunder or thereunder unless and until such Agent shall have received instructions in respect thereof from Requisite Lenders (or such other Lenders as may be required to give such instructions under subsection 10.6Section 10.5) and, upon receipt of such instructions from Requisite Lenders (or such other Lenders, as the case may be), such Agent shall be entitled to act or (where so instructed) refrain from acting, or to exercise such power, discretion or authority, in accordance with such instructions; provided that no Agent shall be required to take any action that, in its opinion or the opinion of its counsel, may expose such Agent to liability or that is contrary to any Loan Document or applicable law. Without prejudice to the generality of the foregoing, (i) each Agent shall be entitled to rely, and shall be fully protected in relying, upon any communication (including any electronic message, Internet or intranet website posting or other distribution)communication, instrument or document believed by it to be genuine and correct and to have been signed or sent by the proper person Person or personsPersons, and shall be entitled to rely and shall be protected in relying on opinions and judgments of attorneys (who may be attorneys for Company and its Subsidiaries), accountants, experts and other professional advisors selected by it; and (ii) no Lender shall have any right of action whatsoever against an any Agent as a result of such Agent acting or (where so instructed) refraining from acting under this Agreement hereunder or any of the other Loan Credit Documents in accordance with the instructions of Requisite Lenders (or such other Lenders as may be required to give such instructions under subsection 10.6Section 10.5).

Exculpatory Provisions. No Agent or nor any of its officers, partners, directors, employees or agents shall be liable to Lenders for any action taken or omitted by such any Agent under or in connection with any of the Loan Credit Documents except to the extent caused by such Agent’s gross negligence or willful misconduct. An Each Agent shall be entitled to refrain from any act or the taking of any action (including the failure to take an action) in connection with this Agreement herewith or any of the other Loan Credit Documents or from the exercise of any power, discretion or authority vested in it hereunder or thereunder unless and until such Agent shall have received instructions in respect thereof from Requisite Lenders (or such other Lenders as may be required to give such instructions under subsection 10.6Section 10.5) and, upon receipt of such instructions from Requisite Lenders (or such other Lenders, as the case may be), such Agent shall be entitled to act or (where so instructed) refrain from acting, and shall be fully protected in so acting or refraining to act, or to exercise such power, discretion or authority, in accordance with such instructions; provided that no Agent shall be required to take any action that, in its opinion or the opinion of its counsel, may expose such Agent to liability or that is contrary to any Loan Document or applicable law. Without prejudice to the generality of the foregoing, (i) each Agent shall be entitled to relyobtain and to obtain and rely on, and shall be fully protected in relying, upon any communication (including any electronic message, Internet or intranet website posting or other distribution)communication, instrument or document believed by it to be genuine and correct and to have been signed or sent by the proper person Person or personsPersons, including any Settlement Confirmation or other communication issues by any Settlement Service, and shall be entitled to rely on and shall be fully protected in relying on opinions and judgments advice of attorneys (who may be attorneys for Company and its Subsidiaries), accountants, experts and other professional advisors selected by it; and (ii) no Lender shall have any right of action whatsoever against an any Agent as a result of such Agent acting or (where so instructed) refraining from acting under this Agreement hereunder or any of the other Loan Credit Documents in accordance with the instructions of Requisite Lenders (or such other Lenders as may be required to give such instructions under subsection 10.6Section 10.5).

Exculpatory Provisions. No Agent or None of Agents nor any of its their respective officers, partners, directors, employees or agents shall be liable to Lenders for any action taken or omitted by such any Agent under or in connection with any of the Loan Documents except to the extent caused by such Agent’s 's gross negligence or willful misconduct. An Each Agent shall be entitled to refrain from any act or the taking of any action (including the failure to take an action) in connection with this Agreement or any of the other Loan Documents or from the exercise of any power, discretion or authority vested in it hereunder or thereunder unless and until such Agent shall have received instructions in respect thereof from Requisite Lenders (or such other Lenders as may be required to give such instructions under subsection 10.6) and, upon receipt of such instructions from Requisite Lenders (or such other Lenders, as the case may be), such Agent shall be entitled to act or (where so instructed) refrain from acting, or to exercise such power, discretion or authority, in accordance with such instructions; provided that no Agent shall be required to take any action that, in its opinion or the opinion of its counsel, may expose such Agent to liability or that is contrary to any Loan Document or applicable law. Without prejudice to the generality of the foregoing, (i) each Agent shall be entitled to rely, and shall be fully protected in relying, upon any communication (including any electronic message, Internet or intranet website posting or other distribution)communication, instrument or document believed by it to be genuine and correct and to have been signed or sent by the proper person or persons, and shall be entitled to rely and shall be protected in relying on opinions and judgments of attorneys (who may be attorneys for Company Holdings and its Subsidiaries), accountants, experts and other professional advisors selected by it; and (ii) no Lender shall have any right of action whatsoever against an any Agent as a result of such Agent acting or (where so instructed) refraining from acting under this Agreement or any of the other Loan Documents in accordance with the instructions of Requisite Lenders (or such other Lenders as may be required to give such instructions under subsection 10.6).

Exculpatory Provisions. No Agent or any of its officers, directors, employees or agents shall be liable to Lenders for any action taken or omitted by such Agent under or in connection with any of the Loan Documents except to the extent caused by such Agent’s 's gross negligence or willful misconduct. An Agent shall be entitled to refrain from any act or the taking of any action (including the failure to take an action) in connection with this Agreement or any of the other Loan Documents or from the exercise of any power, discretion or authority vested in it hereunder or thereunder unless and until such Agent shall have received instructions in respect thereof from Requisite Lenders (or such other Lenders as may be required to give such instructions under subsection 10.6) and, upon receipt of such instructions from Requisite Lenders (or such other Lenders, as the case may be), such Agent shall be entitled to act or (where so instructed) refrain from acting, or to exercise such power, discretion or authority, in accordance with such instructions; provided that no Agent shall be required to take any action that, in its opinion or the opinion of its counsel, may expose such Agent to liability or that is contrary to any Loan Document or applicable lawApplicable Law. Without prejudice to the generality of the foregoing, (i) each Agent shall be entitled to rely, and shall be fully protected in relying, upon any communication (including any electronic message, Internet or intranet website posting or other distribution), instrument or document believed by it to be genuine and correct and to have been signed or sent by the proper person or persons, and shall be entitled to rely and shall be protected in relying on opinions and judgments of attorneys (who may be attorneys for Company and its Subsidiaries), accountants, experts and other professional advisors selected by it; and (ii) no Lender shall have any right of action whatsoever against an Agent as a result of such Agent acting or (where so instructed) refraining from acting under this Agreement or any of the other Loan Documents in accordance with the instructions of Requisite Lenders (or such other Lenders as may be required to give such instructions under subsection 10.6).

Exculpatory Provisions. No Agent or nor any of its officers, partners, directors, employees or agents shall be liable to the Lenders (i) for any action taken or omitted by such any Agent (A) under or in connection with any of the Loan Documents or (B) with the consent or at the request of the Required Lenders (or, if so specified by this Agreement, all Lenders or any other instructing group of Lenders specified by this Agreement) except to the extent caused by such Agent’s gross negligence or willful misconduct, as determined by a final, non-appealable judgment of a court of competent jurisdiction or (ii) for any failure of any Loan Party to perform its obligations under this Agreement or any other Loan Document. An No Agent shall, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose or be liable for the failure to disclose, any information relating to Holdings or any of its Affiliates that is communicated to or obtained by such Agent or any of its Affiliates in any capacity. Each Agent shall be entitled to refrain from any act or the taking of any action (including the failure to take an action) in connection with this Agreement herewith or any of the other Loan Documents or from the exercise of any power, discretion or authority vested in it hereunder or thereunder unless and until such Agent shall have received instructions in respect thereof from Requisite Required Lenders (or such other Lenders as may be required to give such instructions under subsection 10.6Section 10.05) and, upon receipt of such instructions from Requisite Required Lenders (or such other Lenders, as the case may be), such Agent shall be entitled to act or (where so instructed) refrain from acting, or to exercise such power, discretion or authority, in accordance with such instructions; provided that no Agent instructions and shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose such Agent to liability or that is contrary to any Loan Document or applicable lawLaw. Without prejudice to the generality of the foregoing, (i) each Agent shall be entitled to rely, and shall be fully protected in relying, upon any communication (including any electronic message, Internet or intranet website posting or other distribution)communication, instrument or document believed by it to be genuine and correct and to have been signed or sent by the proper person Person or personsPersons, and shall be entitled to rely and shall be protected in relying on opinions and judgments of attorneys (who may be attorneys for Company Holdings and its Restricted Subsidiaries), accountants, experts and other professional advisors selected by it; and (ii) no Lender shall have any right of action whatsoever against an any Agent as a result of such Agent acting or (where so instructed) refraining from acting under this Agreement hereunder or any of the other Loan Documents in accordance with the instructions of Requisite Required Lenders (or such other Lenders as may be required to give such instructions under subsection 10.6Section 10.05).

Exculpatory Provisions. No Agent or any of its officers, directors, employees or agents shall be liable to Lenders for any action taken or omitted by such Agent under or in connection with any of the Loan Documents except to the extent caused by such Agent’s 's gross negligence or willful misconduct. An Agent shall be entitled to refrain from any act or the taking of any action (including the failure to take an action) in connection with this 103 Agreement or any of the other Loan Documents or from the exercise of any power, discretion or authority vested in it hereunder or thereunder unless and until such Agent shall have received instructions in respect thereof from Requisite Lenders (or such other Lenders as may be required to give such instructions under subsection 10.69.6) and, upon receipt of such instructions from Requisite Lenders (or such other Lenders, as the case may be), such Agent shall be entitled to act or (where so instructed) refrain from acting, or to exercise such power, discretion or authority, in accordance with such instructions; provided that no Agent shall be required to take any action that, in its opinion or the opinion of its counsel, may expose such Agent to liability or that is contrary to any Loan Document or applicable law. Without prejudice to the generality of the foregoing, (i) each Agent shall be entitled to rely, and shall be fully protected in relying, upon any communication (including any electronic message, Internet or intranet website posting or other distribution)communication, instrument or document believed by it to be genuine and correct and to have been signed or sent by the proper person or persons, and shall be entitled to rely and shall be protected in relying on opinions and judgments of attorneys (who may be attorneys for Company and its Subsidiaries), accountants, experts and other professional advisors selected by it; and (ii) no Lender shall have any right of action whatsoever against an Agent as a result of such Agent acting or (where so instructed) refraining from acting under this Agreement or any of the other Loan Documents in accordance with the instructions of Requisite Lenders (or such other Lenders as may be required to give such instructions under subsection 10.69.6).

Exculpatory Provisions. No (a) Neither the Collateral Agent or nor any of its officers, partners, directors, employees or agents shall be liable to Lenders the Secured Parties for any action taken or omitted by such the Collateral Agent under or in connection with any of the Loan Collateral Documents except to the extent caused by such the Collateral Agent’s gross negligence negligence, willful misconduct or willful misconductbreach of this Agreement. An The Collateral Agent shall be entitled to refrain from any act or the taking of any action (including the failure to take an action) in connection with this Agreement herewith or any of the other Loan Collateral Documents or from the exercise of any power, discretion or authority vested in it hereunder or thereunder unless and until such the Collateral Agent shall have received instructions in respect thereof from Requisite Lenders (or such other Lenders as may be required to give such instructions under subsection 10.6) a direction of the Required First Lien Secured Parties and, upon receipt of such instructions from Requisite Lenders (or such other Lenders, as direction the case may be), such Collateral Agent shall be entitled to act or (where so instructed) refrain from acting, or to exercise such power, discretion or authority, in accordance with such instructions; provided that no Agent shall be required to take any action that, in its opinion or the opinion of its counsel, may expose such Agent to liability or that is contrary to any Loan Document or applicable lawdirections. Without prejudice to the generality of the foregoing, (i) each the Collateral Agent shall be entitled to rely, and shall be fully protected in relying, upon any communication (including any electronic message, Internet or intranet website posting or other distribution)communication, instrument or document believed by it to be genuine and correct and to have been signed or sent by the proper person Person or personsPersons, and shall be entitled to rely and shall be protected in relying on opinions and judgments of attorneys (who may be attorneys for Company and its Subsidiariesa Loan Party), accountants, experts and other professional advisors selected by it; and (ii) no Lender Secured Party shall have any right of action whatsoever against an the Collateral Agent as a result of such the Collateral Agent acting or (where so instructed) refraining from acting under this Agreement hereunder or any of the other Loan Collateral Documents in accordance with a direction of the instructions Required First Lien Secured Parties; and (iii) the Collateral Agent shall be fully protected in performing (and is hereby authorized by the Secured Parties to perform) the ministerial and administrative acts contemplated by or expressly provided in the Collateral Documents. Whenever in the administration of Requisite Lenders this Agreement the Collateral Agent shall deem it necessary or desirable that a factual or legal matter be proved or established in connection with the Collateral Agent taking, suffering or omitting to take any action hereunder, such matter (or such unless other Lenders as evidence in respect thereof is herein specifically prescribed) may be required deemed to give such instructions under subsection 10.6)be conclusively proved or established by a certificate of a Responsible Officer of the Borrower or, if appropriate, from a legal opinion from counsel to the Borrower.

Exculpatory Provisions. No Neither Administrative Agent or nor any of its officers, directors, employees or agents Related Parties shall be liable to Lenders for any action taken or omitted by such Administrative Agent under or in connection with any of the Loan Documents except to the extent caused by such Administrative Agent’s gross negligence or willful misconduct. An Administrative Agent shall be entitled to refrain from any act or the taking of any action (including the failure to take an action) in connection with this Agreement or any of the other Loan Documents or from the exercise of any power, discretion or authority vested in it hereunder or thereunder unless and until such Administrative Agent shall have received instructions in respect thereof from Requisite Lenders (or such other Lenders as may be required to give such instructions under subsection 10.6) and, upon receipt of such instructions from Requisite Lenders (or such other Lenders, as the case may be), such Administrative Agent shall be entitled to act or (where so instructed) refrain from acting, or to exercise such power, discretion or authority, in accordance with such instructions; provided that no Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose such Administrative Agent to liability or that is contrary to any Loan Document or applicable law. Without prejudice to the generality of the foregoing, (i) each Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any communication (including any electronic message, Internet or intranet website posting or other distribution), notice, request, certificate, consent, statement, instrument or document believed by it to be genuine and correct and to have been signed or sent by the proper person Person or personsPersons, and shall be entitled to rely and shall be protected in relying on opinions and judgments of attorneys (who may be attorneys for Company and its Subsidiaries), accountants, experts and other professional advisors selected by itit (and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants experts or other professional advisors), and shall be further entitled to rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall not incur any liability for relying thereon; and (ii) no Lender shall have any right of action whatsoever against an Administrative Agent as a result of such Administrative Agent acting or (where so instructed) refraining from acting under this Agreement or any of the other Loan Documents in accordance with the instructions of Requisite Lenders (or such other Lenders as may be required to give such instructions under subsection 10.6).

Exculpatory Provisions. No Neither Administrative Agent or nor any of its officers, partners, directors, employees or agents shall be liable to Lenders for any action taken or omitted by such Administrative Agent under or in connection with any of the Loan Documents except to the extent caused by such Administrative Agent’s gross negligence or willful misconduct, as determined by a court of competent jurisdiction in a final, non-appealable order. An Administrative Agent shall be entitled to refrain from any act or the taking of any action (including the failure to take an action) in connection with this Agreement herewith or any of the other Loan Documents or from the exercise of any power, discretion or authority vested in it hereunder or thereunder unless and until such Administrative Agent shall have received instructions in respect thereof from Requisite Required Lenders (or such other Lenders as may be required to give such instructions under subsection 10.6Section 10.5) and, upon receipt of such instructions from Requisite Required Lenders (or such other Lenders, as the case may be), such Administrative Agent shall be entitled to act or (where so instructed) refrain from acting, or to exercise such power, discretion or authority, in accordance with such instructions; provided that no Agent shall be required to take any action that, in its opinion or the opinion of its counsel, may expose such Agent to liability or that is contrary to any Loan Document or applicable law. Without prejudice to the generality of the foregoing, (i) each Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any communication (including any electronic message, Internet or intranet website posting or other distribution)communication, instrument or document believed by it to be genuine and correct and to have been signed or sent by the proper person Person or personsPersons, and shall be entitled to rely and shall be protected in relying on opinions and judgments of attorneys (who may be attorneys for Company Borrower and its Subsidiaries), accountants, experts and other professional advisors selected by it; and (ii) no Lender shall have any right of action whatsoever against an Administrative Agent as a result of such Administrative Agent acting or (where so instructed) refraining from acting under this Agreement hereunder or any of the other Loan Documents in accordance with the instructions of Requisite Required Lenders (or such other Lenders as may be required to give such instructions under subsection 10.6Section 10.5).

Exculpatory Provisions. No Agent or (which term shall, for purposes of this Section 9.3(b), include Issuing Bank) nor any of its officers, directorspartners, Directors, employees or agents shall be liable to Lenders for any action taken or omitted by such any Agent (i) under or in connection with any of the Loan Documents Credit Documents, or (ii) with the consent or at the request of the Requisite Lenders (or, if so specified by this Agreement, all Lenders or any other instructing group of Lenders specified by this Agreement), in each case except to the extent caused by such Agent’s gross negligence or willful misconduct, as determined by a final, non-appealable judgment of a court of competent jurisdiction. An No Agent shall, except as expressly set forth herein and in the other Credit Documents, have any duty to disclose or be liable for the failure to disclose, any information relating to Company or any of its Affiliates that is communicated to or obtained by such Agent or any of its Affiliates in any capacity. Each Agent shall be entitled to refrain from any act or the taking of any action (including the failure to take an action) in connection with this Agreement herewith or any of the other Loan Credit Documents or from the exercise of any power, discretion or authority vested in it hereunder or thereunder unless and until such Agent shall have received instructions in respect thereof from Requisite Lenders (or such other Lenders as may be required to give such instructions under subsection 10.6Section 10.5) and, upon receipt of such instructions from Requisite Lenders (or such other Lenders, as the case may be), such Agent shall be entitled to act or (where so instructed) refrain from acting, or to exercise such power, discretion or authority, in accordance with such instructions; provided that no Agent shall be required to take , including for the avoidance of doubt refraining from any action that, in its opinion or the opinion of its counsel, may expose such Agent to liability liability, may be in violation of the automatic stay under any Debtor Relief Law, or that is contrary to may effect a forfeiture, modification or termination of 144 property of a Defaulting Lender in violation of any Loan Document or applicable lawDebtor Relief Law. Without prejudice to the generality of the foregoing, (i) each Agent shall be entitled to rely, and shall be fully protected in relying, upon any communication (including any electronic message, Internet or intranet website posting or other distribution)communication, instrument or document believed by it to be genuine and correct and to have been signed or sent by the proper person Person or personsPersons, and shall be entitled to rely and shall be protected in relying on opinions and judgments of attorneys (who may be attorneys for Company Holdings and its Subsidiaries), accountants, experts and other professional advisors selected by it; and (ii) no Lender shall have any right of action whatsoever against an any Agent as a result of such Agent acting or (where so instructed) refraining from acting under this Agreement hereunder or any of the other Loan Credit Documents in accordance with the instructions of Requisite Lenders (or such other Lenders as may be required to give such instructions under subsection 10.6Section 10.5).

Exculpatory Provisions. No Agent or any of its officers, directors, employees or agents shall be liable to Lenders for any action taken or omitted by such Agent under or in connection with any of the Loan Documents except to the extent caused by such Agent’s gross negligence or willful misconduct. An Agent shall be entitled to refrain from any act or the taking of any action (including the failure to take an action) in connection with this Agreement or any of the other Loan Documents or from the exercise of any power, discretion or authority vested in it hereunder or thereunder unless and until such Agent shall have received instructions in respect thereof from Requisite Lenders (or such other Lenders as may be required to give such instructions under subsection 10.6) and, upon receipt of such instructions from Requisite Lenders (or such other Lenders, as the case may be), such Agent shall be entitled to act or (where so instructed) refrain from acting, or to exercise such power, discretion or authority, in accordance with such instructions; provided that no Agent shall be required to take any action that, in its opinion or the opinion of its counsel, may expose such Agent to liability or that is contrary to any Loan Document or applicable law. Without prejudice to the generality of the foregoing, (i) each Agent shall be entitled to rely, and shall be fully protected in relying, upon any communication (including any electronic message, Internet or intranet website posting or other distribution), instrument or document believed by it to be genuine and correct and to have been signed or sent by the proper person or persons, and shall be entitled to rely and shall be protected in relying on opinions and judgments of attorneys (who may be attorneys for Company and its Subsidiaries), accountants, experts and other professional advisors selected by it; and (ii) no Lender shall have any right of action whatsoever against an Agent as a result of such Agent acting or (where so 122 instructed) refraining from acting under this Agreement or any of the other Loan Documents in accordance with the instructions of Requisite Lenders (or such other Lenders as may be required to give such instructions under subsection 10.6).

Exculpatory Provisions. No Agent or nor any of its officers, partners, directors, employees or agents shall be liable to the Lenders for any action taken or omitted by such any Agent under or in connection with any of the Revolving Loan Documents except to the extent caused by such Agent’s 's bad faith, gross negligence or willful misconduct. An Each Agent shall be entitled to refrain from any act or the taking of any action (including the failure to take an action) in connection with this Agreement herewith or any of the other Revolving Loan Documents or from the exercise of any power, discretion or authority vested in it hereunder or thereunder unless and until such Agent shall have received instructions in respect thereof from Requisite Lenders (or such other Lenders as may be required to give such instructions under subsection 10.6Section 12.5 (Amendments and Waivers)) and, upon receipt of such instructions from Requisite Lenders (or such other Lenders, as the case may be), such Agent shall be entitled to act or (where so instructed) refrain from acting, or to 106 exercise such power, discretion or authority, in accordance with such instructions; provided that no Agent shall be required to take any action that, in its opinion or the opinion of its counsel, may expose such Agent to liability or that is contrary to any Loan Document or applicable law. Without prejudice to the generality of the foregoing, (i) each Agent shall be entitled to rely, and shall be fully protected in relying, upon any communication (including any electronic message, Internet or intranet website posting or other distribution)communication, instrument or document believed by it to be genuine and correct and to have been signed or sent by the proper person Person or personsPersons, and shall be entitled to rely and shall be protected in relying on opinions and judgments of attorneys (who may be attorneys for Company the Borrower and its Subsidiaries), accountants, experts and other professional advisors selected by it; and (ii) no Lender shall have any right of action whatsoever against an any Agent as a result of such Agent acting or (where so instructed) refraining from acting under this Agreement hereunder or any of the other Revolving Loan Documents in accordance with the instructions of Requisite Lenders (or such other Lenders as may be required to give such instructions under subsection 10.6Section 12.5 (Amendments and Waivers)).

Exculpatory Provisions. No Agent or nor any of its officers, partners, directors, employees employees, or agents shall be liable to Lenders for any action taken or omitted by such any Agent under or in connection with any of the Loan Documents except to the extent caused by such any Agent’s gross negligence or willful misconduct, as determined by a court of competent jurisdiction in a final, non-appealable order. An Each Agent shall be entitled to refrain from any act or the taking of any action (including the failure to take an action) in connection with this Agreement herewith or any of the other Loan Documents or from the exercise of any power, discretion discretion, or authority vested in it hereunder or thereunder unless and until such Agent shall have received instructions in respect thereof from Requisite Required Lenders (or such other Lenders as may be required to give such instructions under subsection 10.6Section 10.05) and, upon receipt of such instructions from Requisite Required Lenders (or such other Lenders, as the case may be), such Agent shall be entitled to act or (where so instructed) refrain from acting, or to exercise such power, discretion discretion, or authority, in accordance with such instructions; provided that no Agent shall be required to take any action that, in its opinion or the opinion of its counsel, may expose such Agent to liability or that is contrary to any Loan Document or applicable law. Without prejudice to the generality of the foregoing, (i) each Agent shall be entitled to rely, and shall be fully protected in relying, upon any communication (including any electronic messagecommunication, Internet or intranet website posting or other distribution)instrument, instrument or document believed by it to be genuine and correct and to have been signed or sent by the proper person Person or personsPersons, and shall be entitled to rely and shall be protected in relying on opinions and judgments of attorneys (who may be attorneys for Company Parent and its Subsidiaries), accountants, experts experts, and other professional advisors selected by it; , and (ii) no Lender shall have any right of action whatsoever against an any Agent as a result of such Agent acting or (where so instructed) refraining from acting under this Agreement hereunder or any of the other Loan Documents in accordance with the instructions of Requisite Required Lenders (or such other Lenders as may be required to give such instructions under subsection 10.6Section 10.05).

Exculpatory Provisions. No Agent or nor any of its officers, partners, directors, employees or agents shall be liable to Lenders for any action taken or omitted by such any Agent under or in connection with any of the Loan Credit Documents except to the extent caused by such Agent’s gross negligence or willful misconductmisconduct as determined by a final judgment of a court of competent jurisdiction. An Each Agent shall be entitled to refrain from any act or the taking of any action (including the failure to take an action) in connection with this Agreement herewith or any of the other Loan Credit Documents or from the exercise of any power, discretion or authority vested in it hereunder or thereunder unless and until such Agent shall have received instructions in respect thereof from Requisite Lenders (or such other Lenders as may be required to give such instructions under subsection 10.6Section 10.5) or, in the case of the Collateral Agent, in accordance with the applicable Collateral Documents, and, upon receipt of such instructions from Requisite Lenders (or such other Lenders, as the case may be)) or, in the case of the Collateral Agent, in accordance with the applicable Collateral Documents, such Agent shall be entitled to act or (where so instructed) refrain from acting, or to exercise such power, discretion or authority, in accordance with such instructions; provided that no Agent shall be required to take any action that, in its opinion or the opinion of its counsel, may expose such Agent to liability or that is contrary to any Loan Document or applicable law. Without prejudice to the generality of the foregoing, (i) each Agent shall be entitled to rely, and shall be fully protected in relying, upon any communication (including any electronic message, Internet or intranet website posting or other distribution)communication, instrument or document believed by it to be genuine and correct and to have been signed or sent by the proper person Person or personsPersons, and shall be entitled to rely and shall be protected in relying on opinions and judgments of attorneys (who may be attorneys for Company U.S. Holdings and its Subsidiaries), accountants, experts and other professional advisors selected by it; and (ii) no Lender shall have any right of action whatsoever against an any Agent as a result of such Agent acting or (where so instructed) refraining from acting under this Agreement hereunder or any of the other Loan Credit Documents in accordance with the instructions of Requisite Lenders (or such other Lenders as may be required to give such instructions under subsection 10.6)Section 10.5) or, in the case of the Collateral Agent, in accordance with the applicable Collateral Documents.

Exculpatory Provisions. No Agent or any of its officers, directors, employees or agents shall be liable to Lenders for any action taken or omitted by such Agent under or in connection with any of the Loan Documents except to the extent caused by such Agent’s gross negligence or willful misconduct. An Agent shall be entitled to refrain from any act or the taking of any action (including the failure to take an action) in connection with this Agreement or any of the other Loan Documents or from the exercise of any power, discretion or authority vested in it hereunder or thereunder unless and until such Agent shall have received instructions in respect thereof from Requisite Lenders (or such other Lenders as may be required to give such instructions under subsection 10.6) and, upon receipt of such instructions from Requisite Lenders (or such other Lenders, as the case may be), such Agent shall be entitled to act or (where so instructed) refrain from acting, or to exercise such power, discretion or authority, in accordance with such instructions; provided that no Agent shall be required to take any action that, in its opinion or the opinion of its counsel, may expose such Agent to liability or that is contrary to any Loan Document or applicable law. Without prejudice to the generality of the foregoing, (i) each Agent shall be entitled to rely, and shall be fully protected in relying, upon any communication (including any electronic message, Internet or intranet website posting or other distribution)communication, instrument or document believed by it to be genuine and correct and to have been signed or sent by the proper person or persons, and shall be entitled to rely and shall be protected in relying on opinions and judgments of attorneys (who may be attorneys for Company and its Subsidiaries), accountants, experts and other professional advisors selected by it; and (ii) no Lender shall have any right of action whatsoever against an Agent as a result of such Agent acting or (where so instructed) refraining from acting under this Agreement or any of the other Loan Documents in accordance with the instructions of Requisite Lenders (or such other Lenders as may be required to give such instructions under subsection 10.6).

Exculpatory Provisions. No Agent or nor any of its officers, partners, directors, employees or agents shall be liable to Lenders for any action taken or omitted by such any Agent under or in connection with any of the Loan Documents except to the extent caused by such Agent’s gross negligence or willful misconductmisconduct as determined by a court of competent jurisdiction in a final, nonappealable order. An Each Agent shall be entitled to refrain from any act or the taking of any action (including the failure to take an action) in connection with this Agreement herewith or any of the other Loan Documents or from the exercise of any power, discretion or authority vested in it hereunder or thereunder unless and until such Agent shall have received instructions in respect thereof from Requisite Required Lenders (or such other Lenders as may be required to give such instructions under subsection 10.6Section 11.01) or, in the case of the Collateral Agent, in accordance with the Security Agreement or other applicable Collateral Document, and, upon receipt of such instructions from Requisite Required Lenders (or such other Lenders, as the case may be), or in accordance with the Security Agreement or other applicable Collateral Document, as the case may be, such Agent shall be entitled to act or (where so instructed) refrain from acting, or to exercise such power, discretion or authority, in accordance with such instructions; provided that no Agent shall be required to take any action that, in its opinion or the opinion of its counsel, may expose such Agent to liability or that is contrary to any Loan Document or applicable law. Without prejudice to the generality of the foregoing, (i) each Agent shall be entitled to rely, and shall be fully protected in relying, upon any communication (including any electronic message, Internet or intranet website posting or other distribution)communication, instrument or document believed by it to be genuine and correct and to have been signed or sent by the proper person Person or personsPersons, and shall be entitled to rely and shall be protected and free from liability in relying on opinions and judgments of attorneys (who may be attorneys for Company and its Subsidiariesthe Loan Parties), accountants, experts and other professional advisors selected by it; and (ii) no Lender shall have any right of action whatsoever against an any Agent as a result of such Agent acting or (where so instructed) refraining from acting under this Agreement hereunder or any of the other Loan Documents in accordance with the instructions of Requisite Required Lenders (or such other Lenders as may be required to give such instructions under subsection 10.6)Section 11.01) or, in the case of the Collateral Agent, in accordance with the Security Agreement or other applicable Collateral Document.

Exculpatory Provisions. No Agent or Neither Agents nor any of its their respective officers, directors, employees or agents shall be liable to Lenders for any action taken or omitted by such Agent under hereunder or in connection with herewith (including without limitation any of act or omission under the Loan Guaranties, the Collateral Documents except to or the extent Intercreditor Agreement) unless caused by such Agent’s its or their gross negligence or willful misconduct. An If an Agent or Agents shall be entitled request instructions from Lenders with respect to refrain from any act or the taking of any action (including the failure to take an action) in connection with this Agreement Agreement, or any of the other Loan Documents or from the exercise of any powerinstruments and agreements referred to herein, discretion or authority vested in it hereunder or thereunder unless and until such Agent shall have received instructions in respect thereof from Requisite Lenders (or such other Lenders as may be required to give such instructions under subsection 10.6) and, upon receipt of such instructions from Requisite Lenders (or such other LendersAgents, as the case may be), such Agent shall be entitled to refrain from such act or (where so instructed) refrain from acting, or to exercise taking such power, discretion or authority, in accordance with such instructions; provided that no Agent shall be required to take any action that, in its opinion or the opinion of its counsel, may expose unless and until such Agent to liability or that is contrary to any Loan Document or applicable lawAgents, as the case may be, shall have received instructions from Requisite Lenders. Without prejudice to the generality of the foregoing, (i) each Agent shall be entitled to rely, and shall be fully protected in relying, upon any communication (including any electronic message, Internet or intranet website posting or other distribution)communication, instrument or document believed by it in good faith to be genuine and correct and to have been signed or sent by the proper person or persons, and shall be entitled to rely and shall be protected in relying on opinions and judgments of attorneys (who may be attorneys for Company and its Subsidiaries), accountants, experts and other professional advisors selected by it; and (ii) no Lender shall have any right of action whatsoever against an any Agent as a result of such Agent acting or (where so instructed) refraining from acting under this Agreement or any of the other Loan Documents instruments and agreements referred to herein in accordance with the instructions of Requisite Lenders (Lenders. Each Agent shall be entitled to refrain from exercising any power, discretion or such authority vested in it under this Agreement or the other Lenders as may be required instruments and agreements referred to give such herein unless and until it has obtained the instructions under subsection 10.6)of Requisite Lenders.

Exculpatory Provisions. No None of any Agent or any of its officers, directors, employees or agents Related Parties shall be liable to the Lenders or the Issuing Banks for any action taken or omitted by such Agent under or in connection with any of the Loan Credit Documents except to the extent caused by such Agent’s gross negligence or willful misconduct, as determined by a final, non-appealable judgment of a court of competent jurisdiction. An Each Agent shall be entitled to refrain from any act or the taking of any action (including the failure to take an action) in connection herewith or with this Agreement or any of the other Loan Credit Documents or from the exercise of any power, discretion or authority (including the making of any requests, determinations, judgments, calculations or the expression of any satisfaction or approval) vested in it hereunder or thereunder unless and until such Agent shall have received instructions in respect thereof from either the Requisite Tranche A/Revolving Lenders or the Requisite Lenders (or such other Lenders as may be required required, or as such Agent shall believe in good faith to be required, to give such instructions under subsection 10.6Section 10.5) and, and upon receipt of such instructions from the Requisite Tranche A/Revolving Lenders or the Requisite Lenders (or such other Lenders, as the case may be), such Agent shall be entitled to act or (where so instructed) refrain from acting, or to exercise such power, discretion or authority, in accordance with such instructions; provided that no such Agent shall not be required to take any action that, in its opinion or the opinion of its counselopinion, may could expose such Agent to liability or that is be contrary to any Loan Credit Document or applicable law, including any action that may be in violation of the automatic stay under any Debtor Relief Laws or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any Debtor Relief Law. Without prejudice to the generality of the foregoing, (i) each Agent shall be entitled to rely, and shall be fully protected in relying, upon any communication notice, request, certificate, consent, statement, instrument, document or other writing (including any telephonic notice, electronic message, Internet or intranet website posting or other distribution), instrument or document ) believed by it to be genuine and correct and to have been signed signed, sent or sent otherwise provided by the proper person Person (whether or personsnot such Person in fact meets the requirements set forth in the Credit Documents for being the signatory, sender or provider thereof) and shall be entitled to rely and shall be protected in relying on opinions and judgments of attorneys (who may be attorneys for Company the Borrower and its the Subsidiaries), accountants, experts insurance consultants, architects, engineers and other experts or professional advisors selected by it, and such Agent shall not be liable for any action it takes or omits to take in good faith in reliance on any of the foregoing documents; and (ii) no Lender or Issuing Bank shall have any right of action whatsoever against an any Agent as a result of such Agent acting or (where so instructed) refraining from acting under this Agreement hereunder or any of the other Loan Credit Documents in accordance with the instructions of the Requisite Tranche A/Revolving Lenders or the Requisite Lenders (or such other Lenders as may be required required, or as such Agent shall believe in good faith to be required, to give such instructions under subsection 10.6Section 10.5). In determining compliance with any condition hereunder to the making of any Credit Extension that by its terms must be fulfilled to the satisfaction of a Lender or an Issuing Bank, the Administrative Agent may presume the satisfaction of such Lender or Issuing Bank unless the Administrative Agent shall have received written notice to the contrary from such Lender or Issuing Bank reasonably in advance of such Credit Extension.

Exculpatory Provisions. No Agent or None of Agents nor any of its their respective officers, partners, directors, employees or agents shall be liable to Lenders for any action taken or omitted by such any Agent under or in connection with any of the Revolving Loan Documents except to the extent caused by such Agent’s 's gross negligence or willful misconduct. An Each Agent shall be entitled to refrain from any act or the taking of any action (including the failure to take an action) in connection with this Agreement or any of the other Revolving Loan Documents or from the exercise of any power, discretion or authority vested in it hereunder or thereunder unless and until such Agent shall have received instructions in respect thereof from Requisite Lenders (or such other Lenders as may be required to give such instructions under subsection 10.6) and, upon receipt of such instructions from Requisite Lenders (or such other Lenders, as the case may be), such Agent shall be entitled to act or (where so instructed) refrain from acting, or to exercise such power, discretion or authority, in accordance with such instructions; provided that no Agent shall be required to take any action that, in its opinion or the opinion of its counsel, may expose such Agent to liability or that is contrary to any Loan Document or applicable law. Without prejudice to the generality of the foregoing, (i) each Agent shall be entitled to rely, and shall be fully protected in relying, upon any communication (including any electronic message, Internet or intranet website posting or other distribution)communication, instrument or document believed by it to be genuine and correct and to have been signed or sent by the proper person or persons, and shall be entitled to rely and shall be protected in relying on opinions and judgments of attorneys (who may be attorneys for Company and its Subsidiaries), accountants, experts and other professional advisors selected by it; and (ii) no Lender shall have any right of action whatsoever against an any Agent as a result of such Agent acting or (where so instructed) refraining from acting under this Agreement or any of the other Revolving Loan Documents in accordance with the instructions of Requisite Lenders (or such other Lenders as may be required to give such instructions under subsection 10.6).

Exculpatory Provisions. No Agent or nor any of its officers, partners, directors, employees or agents shall be liable to Lenders for any action taken or omitted by such any Agent under or in connection with any of the Loan Documents except to the extent caused by such Agent’s bad faith, gross negligence or willful misconductmisconduct as determined by a court of competent jurisdiction in a final, nonappealable order. An Each Agent shall be entitled to refrain from any act or the taking of any action (including the failure to take an action) in connection with this Agreement herewith or any of the other Loan Documents or from the exercise of any power, discretion or authority vested in it hereunder or thereunder unless and until such Agent shall have received instructions in respect thereof from Requisite Lenders (or Required Lenders(or such other Lenders as may be required to give such instructions under subsection 10.6Section 9.08) or, in the case of the Collateral Agent, in accordance with the Pledge and Security Agreement or other applicable Security Document, and, upon receipt of such instructions from Requisite Lenders (or Required Lenders(or such other Lenders, as the case may be), or in accordance with the Pledge and Security Agreement or other applicable Security Document, as the case may be, such Agent shall be entitled to act or (where so instructed) refrain from acting, or to exercise such power, discretion or authority, in accordance with such instructions; provided that no Agent shall be required to take any action that, in its opinion or the opinion of its counsel, may expose such Agent to liability or that is contrary to any Loan Document or applicable law. Without prejudice to the generality of the foregoing, (i) each Agent shall be entitled to rely, and shall be fully protected in relying, upon any communication (including any electronic message, Internet or intranet website posting or other distribution)communication, instrument or document believed by it to be genuine and correct and to have been signed or sent by the proper person Person or personsPersons, and shall be entitled to rely and shall be protected and free from liability in relying on opinions and judgments of attorneys (who may be attorneys for Company and its Subsidiariesthe Loan Parties), accountants, experts and other professional advisors selected by it; and (ii) no Lender shall have any right of action whatsoever against an any Agent as a result of such Agent acting or (where so instructed) refraining from acting under this Agreement hereunder or any of the other Loan Documents in accordance with the instructions of Requisite Lenders (or Required Lenders(or such other Lenders as may be required to give such instructions under subsection 10.6)Section 9.08) or, in the case of the Collateral Agent, in accordance with any applicable Security Document.

Exculpatory Provisions. No Neither Administrative Agent or nor any of its officers, directors, employees or agents shall be liable to Lenders for any action taken or omitted by such the Administrative Agent under or in connection with any of the Loan Documents except to the extent caused by such the Administrative Agent’s gross negligence or willful misconduct. An The Administrative Agent shall be entitled to refrain from any act or the taking of any action (including the failure to take an action) in connection with this Agreement or any of the other Loan Documents or from the exercise of any power, discretion or authority vested in it hereunder or thereunder unless and until such Administrative Agent shall have received instructions in respect thereof from Requisite Lenders (or such other Lenders as may be required to give such instructions under subsection 10.69.6) and, upon receipt of such instructions from Requisite Lenders (or such other Lenders, as the case may be), such the Administrative Agent shall be entitled to act or (where so instructed) refrain from acting, or to exercise such power, discretion or authority, in accordance with such instructions; provided that no Agent shall be required to take any action that, in its opinion or the opinion of its counsel, may expose such Agent to liability or that is contrary to any Loan Document or applicable law. Without prejudice to the generality of the foregoing, (i) each Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any communication (including any electronic message, Internet or intranet website posting or other distribution)communication, instrument or document believed by it to be genuine and correct and to have been signed or sent by the proper person Person or personsPersons, and shall be entitled to rely and shall be protected in relying on opinions and judgments of attorneys (who may be attorneys for Company the Borrowers and its their Subsidiaries), accountants, experts and other professional advisors selected by it; and (ii) no Lender shall have any right of action whatsoever against an Administrative Agent as a result of such the Administrative Agent acting or (where so instructed) refraining from acting under this Agreement or any of the other Loan Documents in accordance with the instructions of Requisite Lenders (or such other Lenders as may be required to give such instructions under subsection 10.69.6).

Exculpatory Provisions. No Subject to clause (b)(ii) hereof further limiting the liability of the Agent, neither the Agent or nor any of its officers, partners, directors, employees or agents shall be liable to Lenders the Holders for any action taken or omitted by such the Agent under or in connection with any of the Loan Documents Note Documents, except to the extent caused by such the Agent’s gross negligence or willful misconductmisconduct as determined by a court of competent jurisdiction in a final, nonappealable order. An The Agent shall be entitled to refrain from any act or the taking of any action (including the failure to take an action) in connection with this Agreement herewith or any of the other Loan Note Documents or from the exercise of any power, discretion or authority vested in it hereunder or thereunder thereunder, except powers and authority expressly contemplated hereby or thereby, unless and until such the Agent shall have received written instructions in respect thereof from Requisite Lenders Holders (or such other Lenders the Holders as may be required to give such instructions under subsection 10.6Section 12.02) or in accordance with the applicable Security Instrument, and, upon receipt of such instructions from Requisite Lenders Holders (or such other Lendersthe Holders, as the case may be), such or in accordance with the other applicable Security Instrument, as the case may be, the Agent shall be entitled to act or (where so instructed) refrain from acting, or to exercise such power, discretion or authority, in accordance with such instructions; provided that no Agent shall be required to take any action that, in its opinion or the opinion of its counsel, may expose such Agent to liability or that is contrary to any Loan Document or applicable law. Without prejudice to the generality of the foregoing, (i) each Agent shall be entitled to rely, and shall be fully protected in relying, upon any communication (including any electronic message, Internet or intranet website posting or other distribution)communication, instrument or document believed by it to be genuine and correct and to have been signed or sent by the proper person Person or personsPersons, and shall be entitled to rely and shall be protected and free from liability in relying on opinions and judgments of attorneys (who may be attorneys for Company and its Subsidiariesthe Note Parties), accountants, experts and other professional advisors selected by it; and (ii) no Lender Holder shall have any right of action whatsoever against an Agent as a result of such the Agent acting or (where so instructed) refraining from acting under this Agreement hereunder or any of the other Loan Note Documents in accordance with the instructions of Requisite Lenders Holders (or such other Lenders the Holders as may be required to give such instructions under subsection 10.6Section 12.02) or in accordance with the applicable Security Instrument. The Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Note Document unless Agent shall first receive such advice or concurrence of the Holders (as required by this Agreement) and until such instructions are received, the Agent shall act, or refrain from acting, as it deems advisable. If the Agent so requests, it shall first be indemnified to its reasonable satisfaction by the Holders against any and all liability and expense that may be incurred by it by reason of taking or continuing to take any such action. The Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Note Document in accordance with a request or consent of the Requisite Holders and such request and any action taken or failure to act pursuant thereto shall be binding upon all of the Holders. No provision of this Agreement or any other Note Document or any agreement or instrument contemplated hereby or thereby, the transactions contemplated hereby or thereby shall require Agent to: (i) expend or risk its own funds or provide indemnities in the performance of any of its duties hereunder or the exercise of any of its rights or power or (ii) otherwise incur any financial liability in the performance of its duties or the exercise of any of its rights or powers. The Agent shall not be responsible for (i) perfecting, maintaining, monitoring, preserving or protecting the security interest or lien granted under this Agreement, any other Note Document or any agreement or instrument contemplated hereby or thereby, (ii) the filing, re-filing, recording, re- recording or continuing of any document, financing statement, mortgage, assignment, notice, instrument of further assurance or other instrument in any public office at any time or times, or (iii) providing, maintaining, monitoring or preserving insurance on or the payment of taxes with respect to any of the Collateral. The actions described in items (i) through (iii) of the immediately preceding sentence shall be the responsibility of the Holders and the Note Parties. The Agent shall not be required to qualify in any jurisdiction in which it is not presently qualified to perform its obligations as the Agent. The Agent has accepted and is bound by the Note Documents executed by the Agent as of the date of this Agreement and, as directed in writing by the Requisite Holders, the Agent shall execute additional Note Documents delivered to it after the date of this Agreement; provided, however, that such additional Note Documents do not adversely affect the rights, privileges, benefits and immunities of the Agent. The Agent will not otherwise be bound by, or be held obligated by, the provisions of any loan agreement, indenture or other agreement governing the Obligations (other than this Agreement and the other Note Documents to which such Agent is a party). No written direction given to the Agent by the Requisite Holders or any Note Party that in the sole judgment of the Agent imposes, purports to impose or might reasonably be expected to impose upon Agent any obligation or liability not set forth in or arising under this Agreement and the other Note Documents will be binding upon Agent unless Agent elects, at its sole option, to accept such direction. The Agent shall not be responsible or liable for any failure or delay in the performance of its obligations under this Agreement or the other Note Documents arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including, without limitation, acts of God; earthquakes; fire; flood; terrorism; wars and other military disturbances; sabotage; epidemics; riots; business interruptions; loss or malfunctions of utilities, computer (hardware or software) or communication services; accidents; labor disputes; acts of civil or military authority and governmental action. Beyond the exercise of reasonable care in the custody of the Collateral in the possession or control of the Agent or its bailee, the Agent will not have any duty as to any other Collateral or any income thereon or as to preservation of rights against prior parties or any other rights pertaining thereto. The Agent will be deemed to have exercised reasonable care in the custody of the Collateral in its possession if the Collateral is accorded treatment substantially equal to that which it accords its own property, and Agent will not be liable or responsible for any loss or diminution in the value of any of the Collateral by reason of the act or omission of any carrier, forwarding agency or other agent or bailee selected by the Agent in good faith. The Agent will not be responsible for the existence, genuineness or value of any of the Collateral or for the validity, perfection, priority or enforceability of the Liens in any of the Collateral, whether impaired by operation of law or by reason of any action or omission to act on its part hereunder, except to the extent such action or omission constitutes gross negligence or willful misconduct on the part of the Agent, as determined by a court of competent jurisdiction in a final, nonappealable order, for the validity or sufficiency of the Collateral or any agreement or assignment contained therein, for the validity of the title of any grantor to the Collateral, for insuring the Collateral or for the payment of taxes, charges, assessments or Liens upon the Collateral or otherwise as to the maintenance of the Collateral. The Agent hereby disclaims any representation or warranty to the present and future holders of the Obligations concerning the perfection of the Liens granted hereunder or in the value of any of the Collateral. In the event that Agent is required to acquire title to an asset for any reason, or take any managerial action of any kind in regard thereto, in order to carry out any fiduciary or trust obligation for the benefit of another, which in Agent’s sole discretion may cause Agent to be considered an “owner or operator” under any Environmental Laws or otherwise cause Agent to incur, or be exposed to, any environmental liability or any liability under any other federal, state or local law, the Agent reserves the right, instead of taking such action, either to resign as the Agent or to arrange for the transfer of the title or control of the asset to a court appointed receiver. As between the Issuer and the Agent, or with respect to any matters related to this agreement, the Issuer agrees that the Agent should not be liable to any person for any environmental liability or any environmental claims or contribution actions under any federal, state or local law, rule or regulation by reason of the Agent’s actions and conduct as authorized, empowered and directed hereunder or relating to any kind of Release or threatened Release of any Hazardous Materials into the environment. Each Holder authorizes and directs Agent to enter into this Agreement and the other Note Documents to which it is a party. Each Holder agrees that any action taken by the Agent or Requisite Holders in accordance with the terms of this Agreement or the other Note Documents and the exercise by the Agent or Requisite Holders of their respective powers set forth therein or herein, together with such other powers that are reasonably incidental thereto, shall be binding upon all of the Holders.

Exculpatory Provisions. No Agent or nor any of its officers, partners, directors, employees or agents shall be liable to the Lenders for any action taken or omitted by such any Agent under or in connection with any of the Loan Documents except to the extent caused determined in a final non-appealable judgment by a court of competent jurisdiction to have arisen from such Agent’s gross negligence or willful misconduct. An Each Agent shall be entitled to refrain from any act or the taking of any action (including the failure to take an action) in connection with this Agreement or any of the other Loan Documents or from the exercise of any power, discretion or authority vested in it hereunder or thereunder unless and until such Agent shall have received written instructions in respect thereof from the Requisite Lenders (or such other number of Lenders as may be required to give such instructions under subsection 10.6Section 8.5) and, upon receipt of such instructions from the Requisite Lenders (or such other Lenders, as the case may be), such Agent shall be entitled to act or (where so instructed) refrain from acting, or to exercise such power, discretion or authority, in accordance with such instructions; provided that no Agent shall be required to take any action that, in its opinion or the opinion of its counsel, may expose such Agent to liability or that is contrary to any Loan Document or applicable law. Without prejudice to the generality of the foregoing, (i) each Agent shall be entitled to rely, and shall be fully protected in relying, upon any communication (including any electronic message, Internet or intranet website posting or other distribution)communication, instrument or document believed by it to be genuine and correct and to have been signed or sent by the proper person Person or personsPersons, and shall be entitled to rely and shall be protected in relying on opinions and judgments of attorneys (who may be attorneys for Company the ParentBorrower and its SubsidiariesSubsidiaries or employees of any Agent), accountants, experts and other professional advisors selected by it; and (ii) no Lender shall have any right of action whatsoever against an any Agent as a result of such Agent acting or (where so instructed) refraining from acting under this Agreement or any of the other Loan Documents in accordance with the instructions of the Requisite Lenders (or such other number of Lenders as may be required to give such instructions under subsection 10.6Section 8.5).

Exculpatory Provisions. No Neither the Collateral Agent or nor any of its officers, partners, directors, employees employees, attorneys or agents shall be liable to Lenders the Investors for any action taken or omitted by such the Collateral Agent under or in connection with any of the Loan Transaction Documents except to the extent caused by such the Collateral Agent’s gross negligence or willful misconduct, as determined by a final, non-appealable judgment of a court of competent jurisdiction. An The Collateral Agent shall be entitled to refrain from any act or the taking of any action (including the failure to take an action) in connection with this Agreement herewith or any of the other Loan Transaction Documents or from the exercise of any power, discretion or authority vested in it hereunder or thereunder unless and until such the Collateral Agent shall have received instructions in respect thereof from Requisite Lenders (or such other Lenders as may be required to give such instructions under subsection 10.6) the Investors and, upon receipt of such instructions from Requisite Lenders (or such other Lendersthe Investors, as the case may be), such Collateral Agent shall be entitled to act or (where so instructed) refrain from acting, or to exercise such power, discretion or authority, in accordance with such instructions; provided that no Agent shall be required to take , including for the avoidance of doubt refraining from any action that, in its opinion or the opinion of its counsel, may expose such Agent to liability or that is contrary to be in violation of the automatic stay under any Loan Document or applicable lawdebtor relief Laws. Without prejudice to the generality of the foregoing, (iA) each the Collateral Agent shall be entitled to rely, and shall be fully protected in relying, upon any communication (including any electronic message, Internet or intranet website posting or other distribution)communication, instrument or document believed by it to be genuine and correct and to have been signed or sent by the proper person or personsPerson, and shall be entitled to rely and shall be protected in relying on opinions and judgments of attorneys (who may be attorneys for Company and its Subsidiariesa Grantor), accountants, experts and other professional advisors selected by it; and (iiB) no Lender Investor shall have any right of action whatsoever against an the Collateral Agent as a result of such the Collateral Agent acting or (where so instructed) refraining from acting under this Agreement hereunder or any of the other Loan Transaction Documents in accordance with the instructions of Requisite Lenders (or such other Lenders as may be required to give such instructions under subsection 10.6)the Investors.

Exculpatory Provisions. No Agent or nor any of its officers, partners, directors, employees or agents shall be liable to Lenders for any action taken or omitted by such any Agent under or in connection with any of the Loan Credit Documents except to the extent caused by such Agent’s gross negligence or willful misconduct, as determined by a final, non-appealable judgment of a court of competent jurisdiction. An Each Agent shall be entitled to refrain from any act or the taking of any action (including the failure to take an action) in connection with this Agreement herewith or any of the other Loan Credit Documents or from the exercise of any power, discretion or authority vested in it hereunder or thereunder unless and until such Agent shall have received instructions in respect thereof from Requisite Lenders (or such other Lenders as may be required to give such instructions under subsection 10.6Section 11.05) and, upon receipt of such instructions from Requisite Lenders (or such other Lenders, as the case may be), such Agent shall be entitled to act or (where so instructed) refrain from acting, or to exercise such power, discretion or authority, in accordance with such instructions; provided that no Agent shall be required to take any action that, in its opinion or the opinion of its counsel, may expose such Agent to liability or that is contrary to any Loan Document or applicable law. Without prejudice to the generality of the foregoing, (i) each Agent shall be entitled to rely, and shall be fully protected in relying, upon any communication (including any electronic message, Internet or intranet website posting or other distribution)communication, instrument or document believed by it to be genuine and correct and to have been signed or sent by the proper person Person or personsPersons, and shall be entitled to rely and shall be protected in relying on opinions and judgments of attorneys (who may be attorneys for Company Borrower and its Subsidiaries), accountants, experts and other professional advisors selected by it; and (ii) no Lender shall have any right of action whatsoever against an any Agent as a result of such Agent acting or (where so instructed) refraining from acting under this Agreement hereunder or any of the other Loan Credit Documents in accordance with the instructions of Requisite Lenders (or such other Lenders as may be required to give such instructions under subsection 10.6Section 11.05).

Exculpatory Provisions. No Agent or any of its officers, directors, employees or agents shall be liable to Lenders for any action taken or omitted by such Agent under or in connection with any of the Loan Documents except to the extent caused by such Agent’s 's gross negligence or willful misconduct. An Agent shall be entitled to refrain from any act or the taking of any action (including the failure to take an action) in connection with this Agreement or any of the other Loan Documents or from the exercise of any power, discretion or authority vested in it hereunder or thereunder unless and until such Agent shall have received instructions in respect thereof from Requisite Lenders (or such other Lenders as may be required to give such instructions under subsection 10.69.6) and, upon receipt of such instructions from Requisite Lenders (or such other Lenders, as the case may be), such Agent shall be entitled to act or (where so instructed) refrain from acting, or to exercise such power, discretion or authority, in accordance with such instructions; provided that no Agent shall be required to take any action that, in its opinion or the opinion of its counsel, may expose such Agent to liability or that is contrary to any Loan Document or applicable law. Without prejudice to the generality of the foregoing, (i) each Agent shall be entitled to rely, and shall be fully protected in relying, upon any communication (including any electronic message, Internet or intranet website posting or other distribution)communication, instrument or document believed by it to be genuine and correct and to have been signed or sent by the proper person or persons, and shall be entitled to rely and shall be protected in relying on opinions and judgments of attorneys (who may be attorneys for Company and its Subsidiaries), accountants, experts and other professional advisors selected by it; and (ii) no Lender shall have any right of action whatsoever against an Agent as a result of such Agent acting or (where so instructed) refraining from acting under this Agreement or any of the other Loan Documents in accordance with the instructions of Requisite Lenders (or such other Lenders as may be required to give such instructions under subsection 10.69.6).

Exculpatory Provisions. No Agent or nor any of its officers, partners, directors, employees or agents shall be liable to the Lenders for any action taken or omitted by such any Agent under or in connection with any of the Loan Documents except to the extent caused determined in a final non-appealable judgment by a court of competent jurisdiction to have arisen from such Agent’s gross negligence or willful misconduct. An Each Agent shall be entitled to refrain from any act or the taking of any action (including the failure to take an action) in connection with this Agreement or any of the other Loan Documents or from the exercise of any power, discretion or authority vested in it hereunder or thereunder unless and until such Agent shall have received written instructions in respect thereof from the Requisite Lenders (or such other number of Lenders as may be required to give such instructions under subsection 10.6Section 8.5) and, upon receipt of such instructions from the Requisite Lenders (or such other Lenders, as the case may be), such Agent shall be entitled to act or (where so instructed) refrain from acting, or to exercise such power, discretion or authority, in accordance with such instructions; provided that no Agent shall be required to take any action that, in its opinion or the opinion of its counsel, may expose such Agent to liability or that is contrary to any Loan Document or applicable law. Without prejudice to the generality of the foregoing, (i) each Agent shall be entitled to rely, and shall be fully protected in relying, upon any communication (including any electronic message, Internet or intranet website posting or other distribution)communication, instrument or document believed by it to be genuine and correct and to have been signed or sent by the proper person Person or personsPersons, and shall be entitled to rely and shall be protected in relying on opinions and judgments of attorneys (who may be attorneys for Company the Borrower and its SubsidiariesSubsidiaries or employees of any Agent), accountants, experts and other professional advisors selected by it; and (ii) no Lender shall have any right of action whatsoever against an any Agent as a result of such Agent acting or (where so instructed) refraining from acting under this Agreement or any of the other Loan Documents in accordance with the instructions of the Requisite Lenders (or such other number of Lenders as may be required to give such instructions under subsection 10.6Section 8.5).

Exculpatory Provisions. No Agent or any of its officers, partners, directors, employees or agents shall be liable to Lenders the Banks for any action taken or omitted by such any Agent under or in connection with any of the Loan Credit Documents except to the extent caused by such Agent’s gross negligence or willful misconduct. An No Agent shall have an obligation to act without receiving a satisfactory indemnity from the parties to this Agreement. Each Agent shall be entitled to refrain from any act or the taking of any action (including the failure to take an action) in connection with this Agreement herewith or any of the other Loan Credit Documents or from the exercise of any power, discretion or authority vested in it hereunder or thereunder unless and until such Agent shall have received instructions in respect thereof from the Requisite Lenders Banks (or such other Lenders Banks as may be required to give such instructions under subsection Section 10.6) and, upon receipt of such instructions from the Requisite Lenders Banks (or such other LendersBanks, as the case may be), such Agent shall be entitled to act or (where so instructed) refrain from acting, or to exercise such power, discretion or authority, in accordance with such instructions; provided that no Agent shall be required to take any action that, in its opinion or the opinion of its counsel, may expose such Agent to liability or that is contrary to any Loan Document or applicable law. Without prejudice to the generality of the foregoing, (i) each Agent shall be entitled to rely, and shall be fully protected in relying, upon any communication (including any electronic message, Internet or intranet website posting or other distribution)communication, instrument or document believed by it to be genuine and correct and to have been signed or sent by the proper person Person or personsPersons, and shall be entitled to rely and shall be protected in relying on opinions and judgments of attorneys (who may be attorneys for Company Xerium and its Subsidiaries), accountants, experts and other professional advisors selected by it; and (ii) no Lender Bank shall have any right of action whatsoever against an any Agent as a result of such Agent acting or (where so instructed) refraining from acting under this Agreement hereunder or any of the other Loan Credit Documents in accordance with the instructions of the Requisite Lenders Banks (or such other Lenders Banks as may be required to give such instructions under subsection Section 10.6).

Exculpatory Provisions. No Agent or nor any of its officers, partners, directors, employees or agents shall be liable to the Lenders for any action taken or omitted by such any Agent under or in connection with any of the First Priority Term Loan Documents except to the extent caused by such Agent’s 's bad faith, gross negligence or willful misconduct. An Each Agent shall be entitled to refrain from any act or the taking of any action (including the failure to take an action) in connection with this Agreement herewith or any of the other First Priority Term Loan Documents or from the exercise of any power, discretion or authority vested in it hereunder or thereunder unless and until such Agent shall have received instructions in respect thereof from Requisite Lenders (or such other Lenders as may be required to give such instructions under subsection 10.6Section 12.05 (Amendments and Waivers)) and, upon receipt of such instructions from Requisite Lenders (or such other Lenders, as the case may be), such Agent shall be entitled to act or (where so instructed) refrain from acting, or to exercise such power, discretion or authority, in accordance with such instructions; provided that no Agent shall be required to take any action that, in its opinion or the opinion of its counsel, may expose such Agent to liability or that is contrary to any Loan Document or applicable law. Without prejudice to the generality of the foregoing, (i) each Agent shall be entitled to rely, and shall be fully protected in relying, upon any communication (including any electronic message, Internet or intranet website posting or other distribution)communication, instrument or document believed by it to be genuine and correct and to have been signed or sent by the proper person Person or personsPersons, and shall be entitled to rely and shall be protected in relying on opinions and judgments of attorneys (who may be attorneys for Company the Borrower and its Subsidiaries), accountants, experts and other professional advisors selected by it; and (ii) no Lender shall have any right of action whatsoever against an any Agent as a result of such Agent acting or (where so instructed) refraining from acting under this Agreement hereunder or any of the other First Priority Term Loan Documents in accordance with the instructions of Requisite Lenders (or such other Lenders as may be required to give such instructions under subsection 10.6Section 12.05 (Amendments and Waivers)).

Exculpatory Provisions. No Agent or Neither of the Agents nor any of its their respective officers, directors, employees or agents shall be liable to Lenders for any action taken or omitted by any such Agent under or in connection with any of the Loan Documents except to the extent caused by such Agent’s 's gross negligence or willful misconduct. An Each Agent shall be entitled to refrain from any act or the taking of any action (including the failure to take an action) in connection with this Agreement or any of the other Loan Documents or from the exercise of any power, discretion or authority vested in it hereunder or thereunder unless and until such Agent shall have received instructions in respect thereof from Requisite Lenders (or such other Lenders as may be required to give such instructions under subsection 10.6) and, upon receipt of such instructions from Requisite Lenders (or such other Lenders, as the case may be), such Agent shall be entitled to act or (where so instructed) refrain from acting, or to exercise such power, discretion or authority, in accordance with such instructions; provided that no Agent shall be required to take any action that, in its opinion or the opinion of its counsel, may expose such Agent to liability or that is contrary to any Loan Document or applicable law. Without prejudice to the generality of the foregoing, (i) each Agent shall be entitled to rely, and shall be fully protected in relying, upon any communication (including any electronic message, Internet or intranet website posting or other distribution)communication, instrument or document believed by it to be genuine and correct and to have been signed or sent by the proper person or persons, and shall be entitled to rely and shall be protected in relying on opinions and judgments of attorneys (who may be attorneys for Company and its Subsidiaries), accountants, experts and other professional advisors selected by it; and (ii) no Lender shall have any right of action whatsoever against an such Agent as a result of such Agent acting or (where so instructed) refraining from acting under this Agreement or any of the other Loan Documents in accordance with the instructions of Requisite Lenders (or such other Lenders as may be required to give such instructions under subsection 10.6).

Exculpatory Provisions. No Agent or nor any of its officers, partners, directors, employees or agents shall be liable to Lenders for any action taken or omitted by such any Agent under or in connection with any of the Loan Credit Documents except to the extent caused by such Agent’s gross negligence or willful misconduct. An Each Agent shall be entitled to refrain from any act or the taking of any action (including the failure to take an action) in connection with this Agreement herewith or any of the other Loan Credit Documents or from the exercise of any power, discretion or authority vested in it hereunder or thereunder unless and until such Agent shall have received instructions in respect thereof from Requisite Lenders (or such other Lenders as may be required to give such instructions under subsection 10.6Section 10.5) and, upon receipt of such instructions from Requisite Lenders (or such other Lenders, as the case may be), such Agent shall be entitled to act or (where so instructed) refrain from acting, or to exercise such power, discretion or authority, in accordance with such instructions; provided that no Agent shall be required to take any action that, in its opinion or the opinion of its counsel, may expose such Agent to liability or that is contrary to any Loan Document or applicable law. Without prejudice to the generality of the foregoing, (i) each Agent shall be entitled to rely, and shall be fully protected in relying, upon any communication (including any electronic message, Internet or intranet website posting or other distribution)communication, instrument or document believed by it to be genuine and correct and to have been signed or sent by the proper person Person or persons, Persons and shall be entitled to rely and shall be protected in relying on opinions and judgments of attorneys (who may be attorneys for Company and its Subsidiaries), accountants, experts and other professional advisors selected by it; and (ii) no Lender shall have any right of action whatsoever against an any Agent as a result of such Agent acting or (where so instructed) refraining from acting under this Agreement hereunder or any of the other Loan Credit Documents in accordance with the instructions of Requisite Lenders (or such other Lenders as may be required to give such instructions under subsection 10.6Section 10.5).

Exculpatory Provisions. No Agent or None of the Agents nor any of its their respective officers, directors, employees or agents shall be liable to Lenders for any action taken or omitted by any such Agent under or in connection with any of the Loan Documents except to the extent caused by such Agent’s 's gross negligence or willful misconduct. An Each Agent shall be entitled to refrain from any act or the taking of any action (including the failure to take an action) in connection with this Agreement or any of the other Loan Documents or from the exercise of any power, discretion or authority vested in it hereunder or thereunder unless and until such Agent shall have received instructions in respect thereof from Requisite Lenders (or such other Lenders as may be required to give such instructions under subsection 10.6) and, upon receipt of such instructions from Requisite Lenders (or such other Lenders, as the case may be), such Agent shall be entitled to act or (where so instructed) refrain from acting, or to exercise such power, discretion or authority, in accordance with such instructions; provided that no Agent shall be required to take any action that, in its opinion or the opinion of its counsel, may expose such Agent to liability or that is contrary to any Loan Document or applicable law. Without prejudice to the generality of the foregoing, (i) each Agent shall be entitled to rely, and shall be fully protected in relying, upon any communication (including any electronic message, Internet or intranet website posting or other distribution)communication, instrument or document believed by it to be genuine and correct and to have been signed or sent by the proper person or persons, and shall be entitled to rely and shall be protected in relying on opinions and judgments of attorneys (who may be attorneys for Company and its Subsidiaries), accountants, experts and other professional advisors selected by it; and (ii) no Lender shall have any right of action whatsoever against an any Agent as a result of such Agent acting or (where so instructed) refraining from acting under this Agreement or any of the other Loan Documents in accordance with the instructions of Requisite Lenders (or such other Lenders as may be required to give such instructions under subsection 10.6).

Exculpatory Provisions. No Agent or nor any of its officers, partners, directors, employees or agents shall be liable to Lenders for any action taken or omitted by such any Agent under or in connection with any of the Term Loan Documents except to the extent caused by such Agent’s 's gross negligence or willful misconduct. An Each Agent shall be entitled to refrain from any act or the taking of any action (including the failure to take an action) in connection with this Agreement herewith or any of the other Term Loan Documents or from the exercise of any power, discretion or authority vested in it hereunder or thereunder unless and until such Agent shall have received instructions in respect thereof from Requisite Lenders (or such other Lenders as may be required to give such instructions under subsection 10.6Section 13.05) and, upon receipt of such instructions from Requisite Lenders (or such other Lenders, as the case may be), such Agent shall be entitled to act or (where so instructed) refrain from acting, or to exercise such power, discretion or authority, in accordance with such instructions; provided that no Agent shall be required to take any action that, in its opinion or the opinion of its counsel, may expose such Agent to liability or that is contrary to any Loan Document or applicable law. Without prejudice to the generality of the foregoing, (i) each Agent shall be entitled to rely, and shall be fully protected in relying, upon any communication (including any electronic message, Internet or intranet website posting or other distribution)communication, instrument or document believed by it to be genuine and correct and to have been signed or sent by the proper person Person or personsPersons, and shall be entitled to rely and shall be protected in relying on opinions and judgments of attorneys (who may be attorneys for the Company and its Restricted Subsidiaries), accountants, experts and other professional advisors selected by it; and (ii) no Lender shall have any right of action whatsoever against an any Agent as a result of such Agent acting or (where so instructed) refraining from acting under this Agreement hereunder or any of the other Term Loan Documents in accordance with the instructions of Requisite Lenders (or such other Lenders as may be required to give such instructions under subsection 10.6Section 13.05).

Exculpatory Provisions. No Neither Administrative Agent or nor any of its officers, partners, directors, employees or agents shall be liable to Lenders for any action taken or omitted by such Administrative Agent under or in connection with any of the Loan Program Documents except to the extent caused by such Administrative Agent’s gross negligence negligence, bad faith or willful misconduct, as determined by a court of competent jurisdiction in a final, non-appealable order. An Administrative Agent shall be entitled to refrain from any act or the taking of any action (including the failure to take an action) in connection with this Agreement herewith or any of the other Loan Program Documents or from the exercise of any power, discretion or authority vested in it hereunder or thereunder unless and until such Administrative Agent shall have received instructions in respect thereof from Requisite Lenders (or such other Lenders as may be required to give such instructions under subsection 10.6) Buyers and, upon receipt of such instructions from Requisite Lenders (or such other Lendersthe Required Buyers, as the case may be), such Administrative Agent shall be entitled to act or (where so instructed) refrain from acting, or to exercise such power, discretion or authority, in accordance with such instructions; provided that no Agent shall be required to take any action that, in its opinion or the opinion of its counsel, may expose such Agent to liability or that is contrary to any Loan Document or applicable law. Without prejudice to the generality of the foregoing, (i) each Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any communication (including any electronic message, Internet or intranet website posting or other distribution)communication, instrument or document believed by it to be genuine and correct and to have been signed or sent by the proper person Person or personsPersons, and shall be entitled to rely and shall be protected in relying on opinions and judgments of attorneys (who may be attorneys for Company and its SubsidiariesSeller), accountants, experts and other professional advisors selected by it; and (ii) no Lender Buyer shall have any right of action whatsoever against an Administrative Agent as a result of such Administrative Agent acting or (where so instructed) refraining from acting under this Agreement hereunder or any of the other Loan Program Documents in accordance with the instructions of Requisite Lenders the Required Buyers; and (iii) no action taken or omitted by Administrative Agent shall be considered to have resulted from Administrative Agent’s gross negligence, bad faith or willful misconduct if such other Lenders as may be required to give such instructions under subsection 10.6)action or omission was done at the direction of the Required Buyers.

Exculpatory Provisions. No Agent or nor any of its officers, partners, directors, employees or agents shall be liable to Lenders for any action taken or omitted by such any Agent under or in connection with any of the Loan Credit Documents except to the extent caused by such Agent’s gross negligence or willful misconduct, as determined by a final, non-appealable judgment of a court of competent jurisdiction. An Each Agent shall be entitled to refrain from any act or the taking of any action (including the failure to take an action) in connection with this Agreement herewith or any of the other Loan Credit Documents or from the exercise of any power, discretion or authority vested in it hereunder or thereunder unless and until such Agent shall have received instructions in respect thereof from Requisite Lenders (or such other Lenders as may be required to give such instructions under subsection 10.6Section 10.5) and, upon receipt of such instructions from Requisite Lenders (or such other Lenders, as the case may be), such Agent shall be entitled to act or (where so instructed) refrain from acting, or to exercise such power, discretion or authority, in accordance with such instructions; provided that no Agent shall be required to take any action that, in its opinion or the opinion of its counsel, may expose such Agent to liability or that is contrary to any Loan Document or applicable law. Without prejudice to the generality of the foregoing, (i) each Agent shall be entitled to rely, and shall be fully protected in relying, upon any communication (including any electronic message, Internet or intranet website posting or other distribution)communication, instrument or document believed by it to be genuine and correct and to have been signed or sent by the proper person Person or personsPersons, and shall be entitled to rely and shall be protected in relying on opinions and judgments of attorneys (who may be attorneys for Company Borrower and its Subsidiaries), accountants, experts and other professional advisors selected by it; and (ii) no Lender shall have any right of action whatsoever against an any Agent as a result of such Agent acting or (where so instructed) refraining from acting under this Agreement hereunder or any of the other Loan Credit Documents in accordance with the instructions of Requisite Lenders (or such other Lenders as may be required to give such instructions under subsection 10.6Section 10.5). [***] = Confidential treatment requested for redacted portion; redacted portion has been filed separately with the Securities and Exchange Commission.