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 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 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 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 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 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 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 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, 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 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 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 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 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 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 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 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 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 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. 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, 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 SubsidiariesSellers), 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 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 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 '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 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 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 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 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 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 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 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 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 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 or any other Secured Party 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 10.5) and, 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 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 relying, upon any communication notice, request, certificate (including any Borrowing Base 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 Holdings, the Borrower and its the other Subsidiaries), accountants, experts insurance consultants 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 Lender, Issuing Bank or any other Secured Party shall have any right of action whatsoever 1095171012\7\AMERICAS 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 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 notice to the contrary from such Lender or Issuing Bank reasonably in advance of such Credit Extension.

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 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 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 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 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 Pledge and Security Agreement or other applicable Collateral Document, and, upon receipt of such instructions from Requisite Lenders (or such other Lenders, as the case may be), or in accordance with the Pledge and 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 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 10.6)Section 10.5) or, in the case of Collateral Agent, in accordance with the Pledge and Security Agreement or other applicable Collateral Document.

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 Required 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 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), 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 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 Required 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) 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 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 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 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 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 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 Required Lenders (or such other Lenders as may be required to give such instructions under subsection 10.6) andSection 10.6 (Amendments and Waivers)), 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, 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, (i) 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 (ii) 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 Required Lenders (or such other Lenders as may be required to give such instructions under Section 10.6 (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 information relating to 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 Loan Party or any of its Affiliates that is communicated to or obtained by the other Person serving as such Agent or any of its Affiliates in any capacity. Each Agent shall be deemed not to have knowledge of any Default unless and until notice describing such Default is given to such Agent by a Loan Documents in accordance with the instructions of Requisite Lenders (Party or such other Lenders as may be required to give such instructions under subsection 10.6)a Lender.

Exculpatory Provisions. No Agent or 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 Agent or Agents and any of its their respective officers, partners, directors, employees or agents (each an “Indemnified Party”) shall not be liable to Lenders for any action taken or omitted to be taken by such any Agent (including the Prior 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 final, non-appealable judgment of a court of competent jurisdiction. An No such Agent shall have any duties or obligations except those expressly set forth herein and in the other Loan Documents. 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 Supermajority Lenders (or such other Lenders as may be required required, or as such Agent shall believe in good faith shall be necessary, to give such instructions under subsection 10.6Section 10.02) and, upon receipt of such instructions from Requisite Required Lenders or Supermajority 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 . Agents may distribute documents, deliverables or other materials to take any the Lenders for acceptance or rejection, and may, upon appropriate notice, rely on the lack of an objection by Lenders as deemed approval of 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 lawpresented. Without prejudice to the generality of the foregoing, (i) each Agent Indemnified Party 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 rely, and shall be fully 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 or Loan Party shall have any right of action whatsoever against an Agent any Indemnified Party 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 Documents in accordance with the instructions of Requisite Required Lenders, Supermajority Lenders (or such other Lenders as may be required required, or as such Agent shall believe in good faith shall be necessary, to give such instructions under subsection 10.6Section 10.02). Without limiting the generality of the foregoing, no Agent: (i) shall be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing; (ii) shall have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that such Agent is required to exercise as directed in writing by the Required Lenders or the Supermajority Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents); 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 Loan Document or applicable Requirements of Law; and (iii) shall, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not 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 the person serving as such Agent or any of its Affiliates in any capacity. No Agent shall be liable for any action taken or not taken by it (x) with the consent or at the request of the Required Lenders, other than with respect to any items that are subject to the consent of the Supermajority Lenders or another vote of Lenders as provided in this Agreement, in which case such Agent shall obtain the consent of the Supermajority Lenders, (or such other Lenders as shall be necessary, or as such Agent shall believe in good faith shall be necessary, under the circumstances as provided in Section 10.02) or (y) 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 notice describing such Default is given to such Agent by Borrowers or a Lender. 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 this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document or (v) the satisfaction of any condition set forth in Article IV or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to such Agent. Without limiting the generality of the foregoing, the use of the term “agent” in this Agreement with reference to the Administrative Agent or the Collateral Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term us used merely as a matter of market custom and is intended to create or reflect only an administrative relationship between independent contracting parties.

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 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 Agents and any of its their respective officers, partners, directors, employees or agents shall not 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 . Agents may distribute documents, deliverables or other materials to take any the Lenders for acceptance or rejection, and may, upon appropriate notice, rely on the lack of an objection by Lenders as a deemed approval of 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 lawpresented. 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 shall have no duties or responsibilities except those expressly set forth herein and shall not, by reason of this Agreement or otherwise, have a fiduciary relationship with any Lender (and no implied covenants or other obligations shall be read into this Agreement against Agent). None of Agent, its Affiliates, nor any of its their respective directors, officers, directorsattorneys, employees or agents shall be liable to Lenders any Lender for any action taken or omitted to be taken by such Agent it or them under this Agreement or any document executed pursuant hereto, or in connection with herewith or therewith, except for its or their own willful misconduct or gross negligence, nor be responsible for or have any duties to ascertain, inquire into or verify (a) any recitals or warranties made herein or therein, (b) the effectiveness, enforceability, validity or due execution of this Agreement or any document executed pursuant hereto, or any security thereunder, or to make any inquiry respecting the performance by Company or any of the Loan Documents except its Subsidiaries (including but not limited to the extent caused by such Agent’s gross negligence Permitted Borrowers) of their respective obligations hereunder or willful misconductthereunder or (c) the satisfaction of any condition hereunder or thereunder, including, without limitation, in connection with the making of any Advance or the issuance of any Letter of Credit. An Agent and its Affiliates 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, rely upon any certificate, notice, document or other communication (including any electronic messagecable, Internet telegraph, telex, facsimile transmission or intranet website posting or other distribution), instrument or document oral communication) believed by it to be genuine and correct and to have been signed sent or sent given by or on behalf of a proper person. Agent may treat the proper person or personspayee of any Note as the holder thereof. Agent may employ agents and may consult with legal counsel, independent public accountants and other experts selected by it and shall not be entitled liable to rely and shall be protected in relying on opinions and judgments Lenders (except as to money or property received by them or their authorized agents) for the negligence or misconduct of attorneys (who may be attorneys for Company and its Subsidiaries), accountants, experts and other professional advisors any such agent selected by it; and (ii) no Lender shall have it with reasonable care or 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 omitted to be taken by it in good faith in accordance with the instructions advice of Requisite Lenders (such counsel, accountants or such other Lenders as may be required to give such instructions under subsection 10.6)experts.

Exculpatory Provisions. No Agent None of Agents or 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 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 an 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, 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) the Required 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 SubsidiariesSellers), 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 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 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 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 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 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 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 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 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 issued 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 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 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 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 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 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 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 (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 deemed to 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. (b) Beyond the exercise of reasonable care in the custody thereof and as otherwise specifically set forth herein, the Collateral Agent shall not have any duty as to any of the Collateral in its possession or control or in the possession or control of any agent or bailee or any income thereon or as to preservation of rights against prior parties or any other rights pertaining thereto and the Collateral Agent shall not be responsible for filing any financing or continuation statements or recording any documents or instruments in any public office at any time or times or otherwise perfecting or maintaining the perfection of any security interest in the Collateral. The Collateral Agent shall 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 Collateral Agent in good faith. (c) The Collateral Agent shall 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, willful misconduct or breach of this Agreement on the part of the Collateral Agent, for the validity or sufficiency of the Collateral or any agreement or assignment contained therein, for the validity of the title of any Loan Party 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. (d) In the event that the Collateral Agent is required to give acquire title to any Property for any reason, or take any managerial action of any kind in regard thereto, in order to carry out any obligation for the benefit of another, which in the Collateral Agent’s sole discretion may cause the Collateral Agent to be considered an “owner or operator” under the provisions of CERCLA, or otherwise cause the Collateral Agent to incur liability under CERCLA or any other federal, state or local law, the Collateral Agent reserves the right, instead of taking such instructions action, to either resign as Collateral Agent or arrange for the transfer of the title or control of the asset to a court-appointed receiver. The Collateral Agent shall not be liable to the Secured Parties, the Loan Parties or any other Person for any Environmental Actions under subsection 10.6)any federal, state or local law, rule or regulation by reason of the Collateral Agent’s actions and conduct as authorized, empowered and directed hereunder or relating to the discharge, release or threatened release of hazardous materials into the environment. If at any time it is necessary or advisable for any part of the Properties of the Loan Parties to be possessed, owned, operated or managed by any Person (including the Collateral Agent) other than a Loan Party or the Secured Parties, the Required First Lien Secured Parties shall direct the Collateral Agent to appoint an appropriately qualified Person (excluding the Collateral Agent) who they shall designate to possess, own, operate or manage, as the case may be, such part of the Project. (e) The Collateral Agent shall be fully justified in failing or refusing to take any action under this Agreement or under any other Collateral Document (i) if such action would, in the reasonable opinion of the Collateral Agent, be contrary to applicable law or the terms of this Agreement or (ii) if such action is not specifically provided for in this Agreement or under any other Collateral Document, it shall not have received a direction of the Required First Lien Secured Parties (or, to the extent expressly provided for in the Depositary Agreement, the Administrative Agent or the Controlling Party, as applicable) to take such action.

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 10.5) and, upon receipt of such instructions from the Requisite Lenders (or such other LendersLenders as may be required, or as the case may besuch Agent shall believe in good faith to be required, to give such instructions under Section 10.5), 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 the GP, 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 (including any determination of the terms and conditions of any Permitted Intercreditor Agreement) in good faith in reliance on any of the foregoing; 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 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, 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 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 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 misconduct, as determined by a final, non-appealable judgment of a court of competent jurisdiction. An Each Agent shall be deemed not to have knowledge of any Default or Event of Default unless and until notice describing such Default or Event of Default is given to such Agent by the Borrower or a Lender. No Agent shall, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall 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 the Person serving as 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 10.05) 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 the 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 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 Documents in accordance with the instructions of Requisite the 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 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, in the case of any Agent other than the 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) or, in the case of the Administrative Agent, in accordance with the Intercreditor Agreement, and, upon receipt of such instructions from Requisite Lenders (or such other Lenders, as the case may be)) or in accordance with the Intercreditor Agreement, 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 Documents, in the case of any Agent other than the Administrative Agent, in accordance with the instructions of Requisite Lenders (or such other Lenders as may be required to give such instructions under subsection 10.6)) or, in the case of the Administrative Agent, in accordance with the Intercreditor 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 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 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 10.612.6) 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 10.612.6).

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 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 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).

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 AXEL 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 10.69.6) 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 AXEL 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 Neither any Agent or nor any of its their respective officers, directors, employees or agents shall be responsible or liable to Lenders any Lender for any action taken or omitted by such Agent hereunder or under the Notes 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 an Agent shall be entitled request instructions from any Lender 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, such Agent shall be entitled to refrain from such act or any of the other Loan Documents or from the exercise of any power, discretion or authority vested in it hereunder or thereunder taking such action 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 the Required 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 the Agents 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), 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 or therein in accordance with the instructions of Requisite Lenders (the Required Lenders. The Agents 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 instruments and agreements referred to herein or therein unless and until it has obtained the instructions of the Required Lenders; provided, however, that the Administrative Agent shall not be required to give take any action that (i) the Administrative Agent in good faith reasonably believes exposes it to liability unless the Administrative Agent receives an indemnification and is exculpated in a manner satisfactory to it from the Lenders and the Issuing Lenders with respect to such instructions action or (ii) is contrary to this Agreement or any other Loan Document or applicable law, including any action that may be in violation of the automatic stay under subsection 10.6)any requirement of law relating to bankruptcy, insolvency or reorganization or relief of debtors or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any requirement of law relating to bankruptcy, insolvency or reorganization or relief of debtors; provided, further, that the Administrative Agent may seek clarification or direction from the Required Lenders prior to the exercise of any such instructed action and may refrain from acting until such clarification or direction has been provided. Nothing in this Agreement shall require the Administrative Agent to expend or risk its own funds or otherwise incur any financial liability 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 adequate indemnity against such risk or liability is not reasonably assured to it.

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 Affiliates, 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 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 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 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 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 the Required Lenders (or such other Lenders as may be required to give such instructions under subsection 10.6Section 15.1).

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 Credit 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 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 10.6) 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 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).

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 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 13.05) 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 13.05).

Exculpatory Provisions. No Agent or 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 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 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 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 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 8.5).

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 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 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 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 nor any of its officers, partners, directors, employees or agents shall be liable to Lenders 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 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 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 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 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, 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 or resulting from such Agent’s bad faith, 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 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 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 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, 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 Sculptor 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 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 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 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).