The [[Administrative Agent:Organization]] shall be entitled to rely upon, and shall be fully protected in relying and shall not incur any liability for relying upon, any notice, request, certificate, communication, 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:Organization]] 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 be fully protected in relying and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan, or the issuance, extension, renewal or increase of a Letter of Credit, that by its terms must be fulfilled to the satisfaction of a [[Organization A:Organization]] or the L/C Issuer, the [[Administrative Agent:Organization]] may presume that such condition is satisfactory to such [[Organization A:Organization]] or the L/C Issuer unless the [[Administrative Agent:Organization]] shall have received notice to the contrary from such [[Organization A:Organization]] or the L/C Issuer prior to the making of such Loan or the issuance of such Letter of Credit. The [[Administrative Agent:Organization]] may consult with legal counsel (who may be counsel for the Loan 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. For purposes of determining compliance with the conditions specified in Section 4.01, each [[Organization A:Organization]] that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a [[Organization A:Organization]] unless the [[Administrative Agent:Organization]] shall have received notice from such [[Organization A:Organization]] prior to the proposed Effective Date specifying its objections.

No Reliance. It # is a sophisticated party with respect to the matters that are the subject of this Settlement Agreement, # has had the opportunity to be represented and advised by legal counsel in connection with this Settlement Agreement, # has adequate information concerning the matters that are the subject of this Settlement Agreement, and # has independently and without reliance upon any other Party hereto, or any of their affiliates, or any officer, employee, agent or representative thereof, and based on such information as it has deemed appropriate, made its own analysis and decision to enter into this Settlement Agreement, except that it has relied upon each other Party’s express representations, warranties and covenants in this Settlement Agreement, which it enters, or as to which it acknowledges and agrees, voluntarily and of its own choice and not under coercion or duress.

Lender Meetings. TheSubject to Section 10.23, the Borrower will, at the request of the Administrative Agent (which shall be made at the direction of the Majority [[Organization B:Organization]]), participate in a meeting of [[Organization B:Organization]], to be held via teleconference or in person at the chief executive office of the Borrower, at a time reasonably selected by the Administrative Agent (at the direction of the Majority [[Organization B:Organization]]) and reasonably acceptable to the Borrower; provided that such meetings may be no more frequent than once per fiscal quarter of the Borrower.

Lender Meetings. Borrower will, within 90 days after the close of each fiscal year of Borrower, at the request of Agent or of the Required Lenders and upon reasonable prior notice, hold a meeting (at a mutually agreeable location and time or, at the option of Agent, by conference call) with all Lenders who choose to attend such meeting at which meeting shall be reviewed the financial results of the previous fiscal year and the financial condition of Borrower and its Subsidiaries and the projections presented for the current fiscal year of Borrower.

Defaulting Lender. If any Lender shall fail to make any payment required to be made by it pursuant to [Section 2.05(e), 2.06(a), 2.17(d) or 9.03(c)])])])], then the Administrative Agent may, in its discretion and notwithstanding any contrary provision hereof, # apply any amounts thereafter received by the Administrative Agent for the account of such Lender for the benefit of the Administrative Agent or the Issuing Banks to satisfy such Lender’s obligations under such Sections until all such unsatisfied obligations are fully paid, and/or # hold any such amounts in a segregated account as cash collateral for, and application to, any future funding obligations of such Lender under such Sections; in the case of each of [clauses (i) and (ii) above], in any order as determined by the Administrative Agent in its discretion.

Lender Representation. (a) Each Lender # represents and warrants, as of the date such Person became a Lender party hereto, to, and # covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent and not, for the avoidance of doubt, to or for the benefit of the Borrower or any other Loan Party, that at least one of the following is and will be true:

Defaulting Lender. (a) Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender:

Reliance by Agent. Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, resolution, notice, consent, certificate, affidavit, letter, telegram, telefacsimile or other electronic method of transmission, telex or telephone message, statement or other document or conversation believed by it to be genuine and correct and to have been signed, sent, or made by the proper Person or Persons, and upon advice and statements of legal counsel (including counsel to Borrower or counsel to any Lender), independent accountants and other experts selected by Agent. Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Document unless Agent shall first receive such advice or concurrence of the ​ as it deems appropriate and until such instructions are received, Agent shall act, or refrain from acting, as it deems advisable. If Agent so requests, it shall first be indemnified to its reasonable satisfaction by the ​ against any and all liability and expense that may be incurred by it by reason of taking or continuing to take any such action. Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Loan Document in accordance with a request or consent of the requisite ​ and such request or consent and any action taken or failure to act pursuant thereto shall be binding upon all of the ​.

Reliance on Provisions. The Indemnified Representative shall be deemed to be acting in any Official Capacity in reliance upon the rights of indemnification provided by this Agreement. Without limiting the generality of the foregoing, the Corporation and the Indemnified Representative acknowledge the existence of Article III, Section 9 of the Corporation's By-Laws as restated and adopted by the Board of Directors on October 19, 2022, effective immediately, and confirm that the Indemnified Representative is also acting in reliance thereon.

Reliance upon Authority. Prior to any change with respect to any of the information contained in the [following clauses (i) and (ii)])], Borrowers shall deliver to Agent a writing setting forth # the account of Borrowers to which Agent is authorized to transfer the proceeds of the Revolving Loans requested pursuant to this Section 2.2, and # the names of the Persons authorized to request Revolving Loans on behalf of Borrowers, and shall provide Agent with a specimen signature of each such Person. Agent shall be entitled to rely conclusively on such person’s authority to request Revolving Loans on behalf of Borrowers, the proceeds of which are to be transferred to any of the accounts specified by Borrowers pursuant to the immediately preceding sentence, until Agent receives written notice to the contrary. Agent shall have no duty to verify the identity of any individual representing himself as one of the Persons authorized by Borrowers to make such requests on its behalf. Each Borrower agrees that each notice, election, representation and warranty, covenant, agreement and undertaking made on its behalf by such authorized Person shall be deemed for all purposes to have been made by such Borrower and shall be binding upon and enforceable against such Borrower to the same extent as if the same had been made directly by such Borrower.