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If you installed the Java runtime distributed by Apple and still need it, you'll have to reinstall it. The same goes for Xcode. All other data will be preserved. Aug 31, AM. Page content loaded. Aug 30, AM in response to oscarloehmer In response to oscarloehmer. Select it in the results it should be at the top.

The application is in the folder that opens. For this step, the title of the Console window should be All Messages. If it isn't, select. In the top right corner of the Console window, there's a search box labeled Filter. Enter the name of the crashed application or process. For example, if Safari crashed, you would enter "Safari" without the quotes. Each message in the log begins with the date and time when it was entered. Select the messages from the time of the last crash , if any. Copy them to the Clipboard by pressing the key combination command-C. Paste into a reply to this message by pressing command-V.

The log contains a vast amount of information, almost all of which is irrelevant to solving any particular problem. When posting a log extract, be selective. A few dozen lines are almost always more than enough. Please don't indiscriminately dump thousands of lines from the log into this discussion. A certificate as to the amount of such payment or liability setting forth in reasonable detail an explanation thereof delivered to the Borrower by a Lender with a copy to the Administrative Agent , or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error.

A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under any Credit Document or otherwise payable by the Administrative Agent to the Lender from any other source against any amount due to the Administrative Agent under this paragraph e.

In addition, any Lender, if reasonably requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. A any Recipient that is a U. Person shall deliver to the Borrower and the Administrative Agent on or prior to the date on which such Recipient becomes a Lender under this Agreement and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent , executed copies of IRS Form W-9 certifying that such Recipient is exempt from U.

Tax Compliance Certificate substantially in the form of Exhibit K-4 on behalf of each such direct and indirect partner;. C any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent in such number of copies as shall be requested by the recipient on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent , executed copies of any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in U.

Each Lender agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Borrower and the Administrative Agent in writing of its legal inability to do so. Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party the amount paid over pursuant to this paragraph h plus any penalties, interest or other charges imposed by the relevant. Governmental Authority in the event that such indemnified party is required to repay such refund to such Governmental Authority.

This paragraph shall not be construed to require any indemnified party to make available its Tax returns or any other information relating to its Taxes that it deems confidential to the indemnifying party or any other Person. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a Defaulting Lender, then, until such time as such Lender is no longer a Defaulting Lender, to the extent permitted by applicable law:. A No Defaulting Lender shall be entitled to receive any Commitment Fee for any period during which that Lender is a Defaulting Lender and the Borrower shall not be required to pay any such fee that otherwise would have been required to have been paid to that Defaulting Lender.

So long as any Lender is a Defaulting Lender, the Issuing Lender shall not be required to issue, extend, renew or increase any Letter of Credit unless it is satisfied that it will have no Fronting Exposure after giving effect thereto. The Administrative Agent shall have received the following, duly executed by all the parties thereto, in form and substance reasonably satisfactory to the Administrative Agent and the Lenders:.

The Borrower shall have paid the fees and expenses required to be paid on the Closing Date by Sections 2. On the date of any such initial Advance or issuance including the deemed issuance of the Existing Letters of Credit , the Specified Representations and the Specified Acquisition Agreement Representations shall be true and correct in all material respects except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof on such date, except that any representation and warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof only as of such specified date.

The Administrative Agent shall have received a certificate in form and substance reasonably satisfactory to the Administrative Agent from a senior financial officer or such other officer acceptable to the Administrative Agent of the Parent certifying that, before and after giving effect to the transactions contemplated hereunder on the Closing Date, the Borrower is Solvent and the Credit Parties, taken as a whole, are Solvent.

The Linn Acquisition shall be consummated pursuant to the Linn Acquisition Documents, substantially concurrently with the occurrence of the Closing Date, in all material respects in accordance with the terms of the Linn Acquisition Documents, after giving effect to any modifications, amendments, consents or waivers not prohibited by this paragraph. The Administrative Agent shall have received a certificate from a Responsible Officer certifying that it has provided a true and complete copy of the Linn Acquisition Documents including all exhibits, schedules, annexes and other attachments thereto, all amendments, waivers, modifications and consents related thereto, and all other agreements related thereto to the Administrative Agent.

The Administrative Agent shall have completed and be satisfied in all reasonable respects with a due diligence investigation of the Acquired Linn Assets including the environmental condition of the Acquired Linn Assets. The terms of any preferred equity issued in connection with the Minimum Equity Contribution shall be acceptable to the Administrative Agent.

The Administrative Agent shall notify the Borrower and the Lenders of the effectiveness of the conditions set forth above and such notice shall be conclusive and binding. As of the date of the making of any Advance, the issuance, increase, renewal or extension of any Letter of Credit, as applicable, no Default or Borrowing Base Deficiency shall exist, and the making of such Advance or issuance, increase, renewal or extension of such Letter of Credit would not cause a Default or Borrowing Base Deficiency.

The making of such Advance or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, is conditioned upon the receipt by the Administrative Agent of a Notice of Borrowing or Letter of Credit Application, as applicable. For purposes of determining compliance with the conditions specified in Sections 3. The Borrower represents and warrants to the Administrative Agent and the Lenders that:. Each Credit Party is authorized to do business and is in good standing in all jurisdictions in which such qualifications or authorizations are necessary except where the failure to be so qualified or authorized could not reasonably be expected to result in a Material Adverse Change.

The Credit Documents have each been duly executed and delivered by each Credit Party that is a party thereto and each Credit Document constitutes the legal, valid, and binding obligation of each Credit Party that is a party thereto enforceable against such Credit Party in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws at the time in effect affecting the rights of creditors generally and by general principles of equity whether applied by a court of law or equity.

The Initial Financial Statements fairly present, in all material respects, the consolidated financial condition of the Parent and its Restricted Subsidiaries on the date thereof and the results of their operations and cash flows for the periods then ended, have been prepared in accordance with GAAP. As of the date of the Initial Financial Statements, there were no material contingent obligations, liabilities for Taxes, unusual forward or long-term commitments, or known unrealized or anticipated losses of the applicable Persons, except as disclosed therein including the footnotes thereto and adequate reserves for such items have been made in accordance with GAAP.

All written factual information whether delivered before or after the date of this Agreement prepared by or on behalf of the Parent and the other Credit Parties and furnished to the Administrative Agent or the Lenders for purposes of or in connection with this Agreement, any other Credit Document or any transaction contemplated hereby or thereby, taken as a whole, as of the date such information is delivered does not contain any material misstatement of fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

There is no fact known to any Responsible Officer of any Credit Party on the date of this Agreement that has not been disclosed to the Administrative Agent that could reasonably be expected to result in a Material Adverse Change. All projections, estimates, budgets, and pro forma financial information furnished by or on behalf of any Credit Party, were prepared on the basis of assumptions, data, information, tests, or conditions including current and reasonably foreseeable business conditions believed to be reasonable at the time such projections, estimates, and pro forma financial information were furnished.

No Credit Party is in default under, or has received a notice of default under, any contract, agreement, lease or any other document or instrument to which the Borrower or any Credit Party is a party, which default is continuing after giving effect to all cure periods applicable thereto and which, if not cured, could reasonably be expected to cause a Material Adverse Change.

Without limiting the foregoing, except as disclosed on Schedule 4. Except as set forth on Schedule 4. No Credit Party is subject to regulation under any Federal or state statute, regulation or other Legal Requirement which limits its ability to incur Debt. Each Credit Party has duly filed or caused to be filed all federal income and all other material Tax returns required by applicable law to be filed by it, and has paid, caused to be paid or made adequate provision for the payment of all federal income and all other material Taxes required by applicable law to be paid by it except Taxes that are being contested in good faith by appropriate proceedings and for which the applicable Credit Party has set aside on its books adequate reserves in accordance with GAAP.

Proper and accurate amounts have been timely and duly withheld by each Credit Party from their respective employees for all periods and timely and duly remitted to the appropriate taxing authorities in compliance with withholding provisions of applicable law except for any lack of compliance that could not reasonably be expected to result in a Material Adverse Change.

Except as disclosed in Schedule 4. No elections have been filed with the IRS or any state or local taxing authority to treat the Borrower as an association taxable as a corporation for U. The Parent is taxable as a corporation for U. No Credit Party is engaged in the business of extending credit for the purpose of purchasing or carrying margin stock within the meaning of Regulation U.

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No proceeds of any Advance will be used to purchase or carry any margin stock in violation of Regulation T, U or X. Neither the business nor the Oil and Gas Properties or material Properties of the Credit Parties has been affected as a result of any fire, explosion, earthquake, flood, drought, windstorm, accident, strike or other labor disturbance, embargo, requisition or taking of such Property or cancellation of contracts, permits or concessions by a Governmental. Authority, riot, activities of armed forces or acts of God or of any public enemy whether or not covered by insurance that could reasonably be expected to cause a Material Adverse Change.

Each of the Credit Parties carries insurance which may be carried by the Borrower on a consolidated basis with reputable insurers in respect of such of their respective Properties, in such amounts and against such risks as is customarily maintained by other Persons of similar size engaged in similar businesses. Each Credit Party has authorized the filing of financing statements sufficient when filed to perfect the Lien created by the Security Documents to the extent such Lien may be perfected by the filing of such financing statements.

When such financing statements are filed in the offices noted therein, the Administrative Agent will have a valid and perfected security interest in all Collateral that is capable of being perfected by filing financing statements. No transaction contemplated by this Agreement will violate any Anti-Corruption Law or applicable Sanctions. On the Closing Date, all governmental actions and all other filings, recordings, registrations, third party consents and other actions which are necessary to create and perfect the Liens provided for in the Security Documents will have been made, obtained and taken in all relevant jurisdictions other than filings delivered hereunder to perfect Liens created under the Security Documents.

Also set forth on Schedule 4. None of the Credit Parties owns, and none of the Credit Parties have acquired or made any other expenditure whether such expenditure is capital, operating or otherwise in or related to, any Oil and Gas Properties located outside of the geographical boundaries of the United States or in the offshore federal waters of the United States of America.

The copies of the Linn Acquisition Documents delivered by the Borrower to the Administrative Agent are true, accurate and complete and have not been amended or modified in any manner, other than pursuant to amendments or modifications previously delivered to the Administrative Agent. To the knowledge of the Credit Parties, no party to any Linn Acquisition Document is in default in respect of any material term or obligation thereunder.

No Credit Party has any deposit account or securities account each as defined in the Uniform Commercial Code as in effect in the State of New York from time to time except as set forth on Schedule 4. If the Borrower has designated any of its Subsidiaries as Unrestricted Subsidiaries, then, concurrently with the financial information required by this clause a , the Borrower shall provide a reasonably detailed presentation of the consolidated financial position and results of operations of the Parent, the Borrower and its Restricted Subsidiaries as of the end of and for such fiscal year which financial presentation shall exclude the financial position and results of operations of the Unrestricted Subsidiaries and be certified by the chief executive officer or the chief financial officer of the Parent as fairly presenting in all material respects such consolidated financial position and results of operations as of the end of and for such year.

If the Borrower has designated any of its Subsidiaries as Unrestricted Subsidiaries, then, concurrently with the financial information required by this clause b , the Borrower shall provide a reasonably detailed presentation of the consolidated financial position and results of operations of the Parent, the Borrower and its Restricted Subsidiaries as of the end of and for such fiscal quarter which financial presentation shall exclude the financial position and results of operations of the Unrestricted Subsidiaries and be certified by the chief executive officer or the chief financial officer of the Parent as fairly presenting in all material respects such consolidated financial condition and results of operations as of the end of and for such fiscal quarter.

The Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. The Borrower shall provide, or shall cause to be provided, to the Administrative Agent:. The Borrower shall provide to the Administrative Agent promptly, but in any event within five Business Days after a Responsible Officer of a Credit Party becomes aware of the occurrence thereof, a notice of each Default known to a Responsible Officer of the Borrower or any of the other Credit Parties, together with a statement of a Responsible Officer setting forth the details of such Default and the actions which the Credit Parties have taken and propose to take with respect thereto;.

The Borrower shall provide to the Administrative Agent promptly after the giving or receipt thereof, copies of any default notices given or received by the Borrower or by any other Credit Party pursuant to the terms of any material indenture, loan agreement, credit agreement, or similar material agreement evidencing Debt;.

The Borrower shall provide to the Administrative Agent prompt written notice, after a Responsible Officer of a Credit Party has knowledge thereof, of any event, development or circumstance that has had or would reasonably be expected to give rise to a Material Adverse Change;. Promptly and in any event within five Business Days after receipt thereof by a Credit Party, the Borrower shall provide to the Administrative Agent a copy of any notice, summons, citation, or proceeding seeking to modify, revoke, or suspend any material contract, license, permit, or agreement with any Governmental Authority, which modification, revocation, or suspension could reasonably be expected to result in a Material Adverse Change;.

Promptly upon receipt thereof, a copy of each other report or letter submitted to any Credit Party by independent accountants in connection with any annual, interim or special audit made by them of the books of the Credit Parties, and a copy of any response by such Credit Party or the board of directors or managers or other applicable governing body of such Credit Party, to such letter;.

Promptly upon request, the Borrower shall provide to the Administrative Agent such other information respecting the business, operations, or Property of any Credit Party, financial or otherwise, as the Administrative Agent or any Lender through the Administrative Agent may reasonably request;. In the event that any Credit Party consummates the Specified Hugoton Assets Sale on or after the Closing Date, the Borrower shall provide to the Administrative Agent written notice thereof substantially contemporaneously with the closing thereof. All policies or certificates of insurance shall set forth the coverage, the limits of liability, the name of the carrier, the policy number, and the period of coverage.

Upon the request of the Administrative Agent, the Borrower shall or shall cause the applicable Credit Party to execute and deliver to the Administrative Agent any additional assignments and other documents as may be necessary or desirable to enable the Administrative Agent to directly collect the proceeds as set forth herein.


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Without limitation of the foregoing, the Borrower shall, and shall cause each of the other Credit Parties to, maintain and possess all authorizations, Permits, licenses, trademarks, trade names, rights and copyrights which are necessary to the conduct of its business, except where the failure to so comply could not reasonably be expected to result in a Material Adverse Change. The Borrower shall, and shall cause each Credit Party to, pay and discharge all material Taxes and all material amounts of Taxes imposed on such Credit Party prior to the date on which penalties attach other than any Tax which is being contested in good faith and for which adequate reserves have been established in compliance with GAAP.

The Borrower shall deliver to the Administrative Agent each of the items set forth in Schedule III attached hereto with respect to each Restricted Subsidiary created or otherwise acquired after the Closing Date and within the time requirements set forth in Schedule III. In connection with the formation of the Intermediate Holdco, the Parent shall immediately deliver to the Administrative Agent documentation and instruments equivalent to those described in Schedule III , in form and substance satisfactory to the Administrative Agent in its sole discretion, with respect to the Intermediate Holdco.

The Borrower agrees that at all times, the Administrative Agent shall have an Acceptable Security Interest in the Collateral to the extent required by this Agreement to secure the performance and payment of the Secured Obligations.

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At any reasonable time and from time to time, upon reasonable notice, the Borrower shall permit the Administrative Agent and shall cause each Credit Party to permit the Administrative Agent to, examine and copy the books and records of such Credit Party, to visit and inspect the Property of such Credit Party, and to discuss the business operations and Property of such Credit Party with the officers and directors thereof; provided that , so long as no Event of Default shall have occurred and be continuing, the Credit Parties shall not be responsible for the costs of more than one inspection visit per calendar year.

The Borrower, on behalf of itself and the other Credit Parties, hereby authorizes the Administrative Agent to file any financing statements without the signature of the any Credit Party, as applicable, to the extent permitted by applicable law in order to perfect or maintain the perfection of any security interest granted under any of the Credit Documents.

The Borrower at its sole cost and expense will, and will cause each Credit Party to, promptly execute and deliver to the Administrative Agent upon request all such other documents, agreements and instruments to comply with or accomplish the covenants and agreements of the Credit Parties in the Security Documents and this Agreement, or to further evidence and more fully describe the collateral intended as security for the Secured Obligations, or to correct any omissions in the Security Documents, or to state more fully the security obligations set out herein or in any of the Security Documents, or to perfect, protect or preserve any Liens created pursuant to any of the Security Documents, or to make any recordings, to file any notices or obtain any consents, all as may be necessary or appropriate in connection therewith or to enable the Administrative Agent to exercise and enforce its rights and remedies with respect to any Collateral.

A default under this Section shall not be a Default or an Event of Default, but instead the Administrative Agent shall have the right to exercise the following remedy in its sole discretion from time to time while there is continuing a default regarding the title defects under this Section, and any failure to so exercise this remedy at any time shall not be a waiver as to future exercise of such remedy by the Administrative Agent or the Lenders.


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The Borrower shall cause each Affiliate other than any Credit Party which operates any of the Oil and Gas Properties of the Credit Parties to subordinate pursuant to agreements in form and substance satisfactory to the Administrative Agent, any operators Liens or other Liens in favor of such Affiliate in respect of such Oil and Gas Properties to the Liens in favor of the Secured Parties. The Borrower shall, and shall cause each other Credit Party to, pay, discharge or otherwise satisfy at or before maturity or before they become delinquent, as the case may be, all its material obligations of whatever nature, except where the amount or validity thereof is currently being contested in good faith by appropriate proceedings and reserves in conformity with GAAP with respect thereto have been provided on the books of such Credit Party, as the case may be, or the failure to pay, discharge or otherwise satisfy could not reasonably be expected to result in a Material Adverse Change.

The Borrower:. The Borrower shall, and shall cause each other Credit Party to, conduct its businesses in compliance with the United States Foreign Corrupt Practices Act of , the UK Bribery Act , and other similar anti-corruption legislation in other jurisdictions and maintain policies and procedures designed to promote and achieve compliance with such laws. The Borrower shall pay the Advances and the other Obligations in accordance with the terms hereof, and the Borrower shall, and shall cause each other Credit Party to, do and perform every act and discharge all of the obligations to be performed and discharged by them under the Credit Documents, including, without limitation, this Agreement, at the time or times and in the manner specified.

So long as any Obligation shall remain unpaid other than contingent indemnification and expense reimbursement obligations not then due , any Lender shall have any Commitment hereunder, or there shall exist any Letter of Credit Exposure unless Cash Collateralized or other arrangements satisfactory to the Issuing Lender have been made with respect thereto , the Borrower agrees to comply and to cause the applicable Credit Party to comply with the following covenants. The Borrower shall not, nor shall it permit any other Credit Party to, directly or indirectly, use any part of the proceeds of Advances or Letters of Credit for any purpose which violates Regulations T, U, or X.

The Borrower shall not, nor shall it permit any other Credit Party to, sell, convey, or otherwise transfer any of its Property including, without limitation, any working interest, overriding royalty interest, production payments, net profits interest, royalty interest, or mineral fee interest but excluding any Casualty Event other than:. The Borrower shall not, and shall not permit any Credit Party to, engage in any business other than businesses of the type conducted by the Credit Parties on the Closing Date and reasonable extensions thereof. The Borrower shall not, and shall not permit any Credit Party to, sell or transfer to a Person any Property, whether now owned or hereafter acquired, if at the time or thereafter such Credit Party or any other Credit Party shall lease as lessee such Property or any part thereof or other Property which any such Credit Party intends to use for substantially the same purpose as the Property sold or transferred.

B covers calculated separately for each type of Hydrocarbon :. C is longer than 60 months in duration from the effective date of such Hedging Arrangement; or. D as to any such Hedging Arrangement covering the Debt incurred under this Agreement, such Hedging Arrangement is made by a Credit Party with a counterparty that is not a Swap Counterparty unless such Hedging Arrangement is unsecured , or.

Except for receivables obtained by the Credit Parties out of the ordinary course of business or the settlement of joint interest billing accounts in the ordinary course of business or discounts granted to settle collection of accounts receivable or the sale of defaulted accounts arising in the ordinary course of business in connection with the compromise or collection thereof and not in connection with any financing transaction, the Borrower shall not, and shall not permit any Credit Party to, discount or sell with or without recourse to any other Person that is not a Credit Party any of its notes receivable or accounts receivable.

Notwithstanding any other provision set forth herein, the Parent shall not, nor shall the Parent permit the Intermediate Holdco if applicable to:. One or more of the Borrower and the other Credit Parties shall be the sole account holders of each deposit account and securities account and shall not allow any other Person other than the Administrative Agent to have control over any Property deposited therein.

Any representation or warranty made or deemed to be made by any Credit Party or any Responsible Officer thereof in this Agreement, in any other Credit Document or in any certificate delivered in connection with this Agreement or any other Credit Document is incorrect, false or otherwise misleading in any material respect at the time it was made or deemed made except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof ;. Any provisions in the Guaranties including, for the avoidance of doubt, Article 9 hereof shall at any time before its expiration according to its terms and for any reason cease to be in full force and effect and valid and binding on the Parent or the other Guarantors party thereto or shall be contested by any party thereto; any Guarantor shall deny it has any liability or obligation under such Guaranties including, for the avoidance of doubt, Article 9 hereof ; or any Guarantor shall cease to exist other than as expressly permitted by the terms of this Agreement;.

Any Security Document shall at any time and for any reason other than pursuant to the terms thereof cease to create an Acceptable Security Interest in any material portion of the Property purported to be subject to such agreement in accordance with the terms of such agreement or any provisions thereof shall cease to be in full force and effect and valid and binding on the Credit Party that is a party thereto or any such Credit Party shall so state in writing unless released or terminated pursuant to the terms of this Agreement or such Security Document or caused by the failure of the Administrative Agent to take any action within its control ;.

The occurrence of a Change in Control. Each Lender agrees to promptly notify the Borrower and the Administrative Agent after any such set-off and application made by such Lender, provided that the failure to give such notice shall not affect the validity of such set-off and application. No right, power, or remedy conferred to the Administrative Agent, the Issuing Lender, the Lenders and the Swap Counterparties in this Agreement or the Credit Documents, or now or hereafter existing at law, in equity, by statute, or otherwise shall be exclusive, and each such right, power, or remedy shall to the full extent permitted by law be cumulative and in addition to every other such right, power or remedy.

No course of dealing and no delay in exercising any right, power, or remedy conferred to the Administrative Agent, the Issuing Lender, the Lenders and the Swap Counterparties in this Agreement and the Credit Documents or now or hereafter existing at law, in equity, by statute, or otherwise shall operate as a waiver of or otherwise prejudice any such right, power, or remedy. No notice to or demand upon the Borrower or any other Credit Party shall entitle the Borrower or any other Credit Party to similar notices or demands in the future.

FIRST, to the payment of all costs and expenses incurred by the Administrative Agent in its capacity as such hereunder or under any other Credit Document in connection with this Agreement or any of the Secured Obligations, including all court costs and the fees and expenses of its agents and legal counsel, the repayment of all advances made by the Administrative Agent as secured party hereunder or under any other Credit Document on behalf of any Credit Party and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Credit Document;.

The provisions of this Article are solely for the benefit of the Administrative Agent, the Lenders and the Issuing Lender, and neither the Borrower nor any other Credit Party shall have rights as a third-party beneficiary of any of such provisions. Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties. Such Persons and their Affiliates may accept deposits from, lend money to, own securities of, act as the financial advisor or in any other advisory capacity for, and generally engage in any kind of business with, the Parent or any Subsidiary or other Affiliate thereof as if such Person were not the Administrative Agent hereunder and without any duty to account therefor to the Lenders.

Without limiting the generality of the foregoing, the Administrative Agent:. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until notice describing such Default is given to the Administrative Agent in writing by the Parent, the Borrower, a Lender or the Issuing Lender. The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing including any electronic message, Internet or intranet website posting or other distribution believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person.

The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of an.

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Advance, or the issuance, extension, renewal or increase of a Letter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender or the Issuing Lender, the Administrative Agent may presume that such condition is satisfactory to such Lender or the Issuing Lender unless the Administrative Agent shall have received notice to the contrary from such Lender or the Issuing Lender prior to the making of such Advance or the issuance of such Letter of Credit.

The Administrative Agent may consult with legal counsel who may be counsel for one or more Credit Parties , independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts. The Administrative Agent may perform any and all of its duties and exercise its rights and powers hereunder or under any other Credit Document by or through any one or more sub-agents appointed by the Administrative Agent. The Administrative Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers by or through their respective Related Parties.

The exculpatory provisions of this Article shall apply to any such sub-agent and to the Related Parties of the Administrative Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facility evidenced by this Agreement as well as activities as the Administrative Agent. The Administrative Agent shall not be responsible for the negligence or misconduct of any sub-agents except to the extent that a court of competent jurisdiction determines in a final and nonappealable judgment that the Administrative Agent acted with gross negligence or willful misconduct in the selection of such sub-agents.

Upon receipt of any such notice of resignation, the Required Lenders shall have the right with the consent of the Borrower so long as no Default shall exist, and which consent may not be unreasonably withheld to appoint a successor. Whether or not a successor has been appointed, such resignation shall become effective in accordance with such notice on the Resignation Effective Date.

The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. Each Lender and the Issuing Lender acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement.

Each Lender and the Issuing Lender also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Credit Document or any related agreement or any document furnished hereunder or thereunder.

Anything herein to the contrary notwithstanding, none of the Bookrunners, Lead Arranger or any other titles, if any, listed on the cover page hereof shall have any powers, duties or responsibilities under this Agreement or any of the other Credit Documents, except in its capacity, as applicable, as the Administrative Agent, a Lender or the Issuing Lender hereunder. In case of the pendency of any proceeding under any Debtor Relief Law or any other judicial proceeding relative to any Credit Party, the Administrative Agent irrespective of whether the principal of any Advance or Letter of Credit Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrower shall be entitled and empowered but not obligated by intervention in such proceeding or otherwise:.

Nothing contained herein shall be deemed to authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender or any Issuing Lender any plan of reorganization, arrangement, adjustment or composition affecting the Debt or the rights of any Lender or any Issuing Lender to authorize the Administrative Agent to vote in respect of the claim of any Lender or any Issuing Lender or in any such proceeding. In connection with any such credit bid and purchase, the Secured Obligations owed to the Secured Parties shall be entitled to be, and shall be, credit bid on a ratable basis with Secured Obligations with respect to contingent or unliquidated claims receiving contingent interests in the acquired assets on a ratable basis that would vest upon the liquidation of such claims in an amount proportional to the liquidated portion of the contingent claim amount used in allocating the contingent interests in the asset or assets so purchased or in the Equity Interests or debt instruments of the acquisition vehicle or vehicles that are used to consummate such purchase.

By accepting the benefit of the Liens granted pursuant to the Security Documents, each Secured Party hereby agrees to the terms of this paragraph a. By accepting the benefit of the Liens granted pursuant to the Security Documents, each Secured Party not party hereto hereby agrees to the terms of this paragraph c. Borrower or any other Credit Party. The Parent shall make all payments hereunder without setoff or counterclaim and free and clear of and without deduction for any Taxes to the extent such Taxes would be payable by or on account of any obligation of the Borrower or any Credit Party in accordance with this Agreement.

The obligations of the Parent under this Article 9 constitute a guaranty of payment when due and not of collection, and the Parent specifically agrees that it shall not be necessary or required that the Administrative Agent or any Secured Party exercise any right, assert any claim or demand or enforce any remedy whatsoever against any other Credit Party or any other Person before or as a condition to the obligations of the Parent hereunder. A any liabilities of the Parent in respect of intercompany indebtedness to the Borrower or other Credit Party to the extent that such indebtedness would be discharged in an amount equal to the amount paid by the Parent hereunder; and.

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