Common use of Shareholder Action Clause in Contracts

Shareholder Action. The Company shall be entitled to rely upon any written notice, designation, or instruction signed by Apollo Capital Management IV, L.P. or Apollo Capital Management II, Inc, as the case may be, and BCP (the "Representatives") as a notice, designation or instruction of all Shareholders and the Company shall not be liable to any Shareholder if the Company acts in accordance with and relies upon such writing; provided, however, that any such notice, designation or instruction shall not (in the sole good faith determination of the Company) have a disproportionate effect upon any of the Shareholders. Notwithstanding the foregoing, however, the Company shall not be entitled to rely upon any notice, designation or instruction signed by the Representatives as a notice, designation or instruction of the DLJ Shareholder, the Greenwich Street Stockholder if such notice, designation or instruction relates to Section 2.1, 4.4 or 5.5 of this Agreement (the "Specific Rights"). In that regard, each of the Shareholders acknowledges that the Representatives have full power and authority to act on their behalf provided, however, that none of the DLJ Shareholders and the Greenwich Street Stockholders acknowledge the power or authority of the Representatives to act on their behalf with respect to the Specific Rights.

Shareholder Action. The Company shall be entitled to rely upon ------------------ any written notice, designation, or instruction signed by Apollo Capital Management IV, L.P. or Apollo Capital Management II, Inc, as the case may be, and BCP (the "Representatives") as a notice, designation or instruction of all --------------- Shareholders and the Company shall not be liable to any Shareholder if the Company acts in accordance with and relies upon such writing; provided, however, -------- that any such notice, designation or instruction shall not (in the sole good faith determination of the Company) have a disproportionate effect upon any of the Shareholders. Notwithstanding the foregoing, however, the Company shall not be entitled to rely upon any notice, designation or instruction signed by the Representatives as a notice, designation or instruction of the DLJ Shareholder, the Greenwich Street Stockholder if such notice, designation or instruction relates to Section 2.1, 4.4 or 5.5 of this Agreement (the "Specific Rights"). --------------- In that regard, each of the Shareholders acknowledges that the Representatives have full power and authority to act on their behalf provided, however, that -------- none of the DLJ Shareholders and the Greenwich Street Stockholders acknowledge the power or authority of the Representatives to act on their behalf with respect to the Specific Rights.