Common use of Reliance by Agent Clause in Contracts

Reliance by Agent. The Agent shall be entitled to rely, and shall be fully protected in relying, upon any notice, statement, consent or other communication (including, without limitation, any thereof by telephone, telecopy, telex, telegram or cable) believed by it in good faith to be genuine and correct and to have been signed, sent or made by the proper Person or Persons. The Agent may deem and treat each Lender as the owner of its interest hereunder for all purposes hereof unless and until a written notice of the assignment, negotiation or transfer thereof shall have been given to the Agent in accordance with the provisions of this Agreement. The Agent shall be entitled to refrain from taking or omitting to take any action in connection with this Agreement or any other Credit Document (i) if such action or omission would, in the reasonable opinion of the Agent, violate any applicable law or any provision of this Agreement or any other Credit Document or (ii) unless and until it shall have received such advice or concurrence of the Required Lenders (or, where a higher percentage of the Lenders is expressly required hereunder, such Lenders) as it deems appropriate or it shall first have been indemnified to its satisfaction by the Lenders against any and all liability and expense (other than liability and expense arising from its own gross negligence or willful misconduct) that may be incurred by it by reason of taking, continuing to take or omitting to take any such action. Without limiting the foregoing, no Lender shall have any right of action whatsoever against the Agent as a result of the Agent's acting or refraining from acting hereunder or under any other Credit Document in accordance with the instructions of the Required Lenders (or, where a higher percentage of the Lenders is expressly required hereunder, such Lenders), and such instructions and any action taken or failure to act pursuant thereto shall be binding upon all of the Lenders (including all subsequent Lenders).

Reliance by Agent. The Administrative Agent shall be entitled to rely, and shall be fully protected in in, and shall not incur any liability for, relying, upon any instrument, writing, resolution, notice, consent, certificate, affidavit, letter, telecopy or email message, statement, consent order or other communication document or other writing (includingincluding any electronic message, without limitation, any thereof by telephone, telecopy, telex, telegram Internet or cableintranet website posting or other distribution) or conversation believed by it in good faith to be genuine and correct and to have been signed, sent or made by the proper Person or PersonsPersons and upon advice and statements of legal counsel (including counsel to any Loan Party), independent accountants and other experts selected by the Administrative Agent. 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 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 Lender or a Letter of Credit Issuer, the Administrative Agent may presume that such condition is satisfactory to such Lender or such Letter of Credit Issuer unless the Administrative Agent shall have received notice to the contrary from such Lender or such Letter of Credit Issuer prior to the making of such Loan or the issuance of such Letter of Credit. The Administrative Agent may deem and treat each Lender the payee of any Note as the owner of its interest hereunder thereof for all purposes hereof unless and until a written notice of the assignment, negotiation or transfer thereof shall have been given to the Agent in accordance filed with the provisions of this AgreementAdministrative Agent. The Administrative Agent shall be entitled to refrain from taking fully justified in failing or omitting refusing to take any action in connection with under this Agreement or any other Credit Loan Document (i) if such action or omission would, in the reasonable opinion of the Agent, violate any applicable law or any provision of this Agreement or any other Credit Document or (ii) unless and until it shall have received first receive such advice or concurrence of the Required Lenders (or, where a higher or such other number or percentage of the Lenders is expressly required hereunderas shall be necessary, such Lendersor as the Administrative Agent shall believe in good faith to be necessary, under the circumstances as provided in this Agreement or the other Loan Documents) as it deems appropriate or it shall first have been be indemnified to its satisfaction by the Lenders against any and all liability and expense (other than liability and expense arising from its own gross negligence or willful misconduct) that may be incurred by it by reason of taking, taking or continuing to take or omitting to take any such action. Without limiting the foregoingThe Administrative Agent shall in all cases be fully protected in acting, no Lender shall have any right of action whatsoever against the Agent as a result of the Agent's acting or in refraining from acting hereunder or acting, under any this Agreement and the other Credit Document Loan Documents in accordance with the instructions a request of the Required Lenders (or, where a higher or such other number or percentage of the Lenders is expressly required hereunderas shall be necessary, such Lendersor as the Administrative Agent shall believe in good faith to be necessary, under the circumstances as provided in this Agreement or the other Loan Documents), and such instructions request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders, all the Letter of Credit Issuers and all future holders of the Lenders (including all subsequent Lenders)Loans and the L/C Participations.

Reliance by Agent. The Agent shall be entitled to relyrely upon, and shall be fully protected in relyingnot incur any liability for relying upon, upon any notice, request, certificate, consent, statement, consent instrument, document or other communication writing (includingincluding any electronic message, without limitation, any thereof by telephone, telecopy, telex, telegram Internet or cableintranet website posting or other distribution) believed by it in good faith to be genuine and correct and to have been signed, sent or otherwise authenticated by the proper Person. The 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 Person, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of an Advance or Personsthe issuance, extension, renewal or increase of a Letter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender or an Issuing Bank, the Agent may presume that such condition is satisfactory to such Lender unless the Agent shall have received notice to the contrary from such Lender or Issuing Bank prior to the making of such Advance or the issuance of such Letter of Credit. The Agent may consult with legal counsel (who may be counsel for the Borrower), 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 Agent may deem and treat each the Lender specified in the Register with respect to any amount owing hereunder as the owner of its interest hereunder thereof for all purposes hereof unless and until a written notice of the assignment, negotiation or transfer thereof shall have been given to filed with the Agent in accordance with the provisions of this AgreementSection 8.07. The Agent shall be entitled to refrain from taking fully justified in failing or omitting refusing to take any action in connection with under this Agreement or any other Credit Loan Document (i) if such action or omission would, in the reasonable opinion of the Agent, violate any applicable law or any provision of this Agreement or any other Credit Document or (ii) unless and until it shall have received first receive such advice or concurrence of the Required Lenders (or, where a higher percentage of the Lenders is expressly required hereunderif so specified by this Agreement, such all or other Lenders) as it deems appropriate or it shall first have been be indemnified to its satisfaction by the Lenders against any and all liability and expense (other than liability and expense arising from its own gross negligence or willful misconduct) that may be incurred by it by reason of taking, taking or continuing to take or omitting to take any such action. Without limiting the foregoingThe Agent shall in all cases be fully protected in acting, no Lender shall have any right of action whatsoever against the Agent as a result of the Agent's acting or in refraining from acting hereunder or acting, under any this Agreement and the other Credit Document Loan Documents in accordance with the instructions a request of the Required Lenders (or, where a higher percentage of the Lenders is expressly required hereunderif so specified by this Agreement, such all or other Lenders), and such instructions request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the Lenders (including all subsequent Lenders)Loans.

Reliance by Agent. The Agent shall be entitled to rely, and shall be fully protected in relying, upon any note, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, consent order or other communication (including, without limitation, any thereof by telephone, telecopy, telex, telegram document or cable) conversation believed by it in good faith to be genuine and correct and to have been signed, sent or made by the proper Person or PersonsPersons and upon advice and statements of legal counsel (including, without limitation, counsel to the Borrower), independent accountants and other experts selected by the Agent. The Agent may deem and treat each Lender the payee of any Note as the owner of its interest hereunder thereof for all purposes hereof unless and until a written the Agent shall have actual notice of the assignment, negotiation or transfer thereof shall have been given to the Agent in accordance with the provisions of this Agreementany transferee. The Agent shall be entitled to refrain from taking fully justified in failing or omitting refusing to take any action in connection with under this Agreement or any and the other Credit Document (i) if such action or omission would, in the reasonable opinion of the Agent, violate any applicable law or any provision of this Agreement or any other Credit Document or (ii) Transaction Documents unless and until it shall have received first receive such advice or concurrence of the Required Lenders (or, where a higher percentage of the Lenders is when expressly required hereunderhereby, such Lendersall the Holders) as it deems appropriate appropriate, if any, or it shall first have been be indemnified to its satisfaction by the Holders and Lenders against any and all liability and expense (other than liability and expense arising from its own gross negligence or willful misconduct) that which may be incurred by it by reason of taking, taking or continuing to take or omitting to take any such actionaction except for its own gross negligence or willful misconduct (each as determined in a final, non-appealable judgment by a court of competent jurisdiction). Without limiting the foregoingThe Agent shall in all cases be fully protected in acting, no Lender shall have any right of action whatsoever against the Agent as a result of the Agent's acting or in refraining from acting hereunder or acting, under any this Agreement and the other Credit Document Transaction Documents in accordance with the instructions a request of the Required Lenders (or, where a higher percentage of the Lenders is when expressly required hereunderhereby, such Lendersall the Holders), and such instructions request and any action taken or failure to act pursuant thereto shall be binding upon all the Holders and Lenders and all future Holders and Lenders. Without limiting the foregoing, Agent: (a) shall not be responsible or otherwise incur liability for any action or omission taken in reliance upon the instructions of the Required Lenders or for the actions or omissions of any of its Related Parties selected with reasonable care (other than employees, officers and directors of Agent, when acting on behalf of Agent); (b) shall not be responsible to any Lender, Holder or other Person for the due execution, legality, validity, enforceability, effectiveness, genuineness, sufficiency or value of, or the attachment, perfection or priority of any Lien created or purported to be created under or in connection with, any Transaction Document; and (c) makes no warranty or representation, and shall not be responsible, to any Lender, Holder or other Person for any statement, document, information, representation or warranty made or furnished by or on behalf of any Credit Party or any Related Party of any Credit Party in connection with any Transaction Document or any transaction contemplated therein or any other document or information with respect to any Credit Party, whether or not transmitted or omitted to be transmitted by Agent, including all subsequent Lenders)as to completeness, accuracy, scope or adequacy thereof, or for the scope, nature or results of any due diligence performed by Agent in connection with the Transaction Documents; and, for each of the items set forth in clauses (a) through (c) above, each Lender, Holder and Credit Party hereby waives and agrees not to assert (and Borrower shall cause each other Credit Party to waive and agree not to assert) any right, claim or cause of action it might have against Agent based thereon.

Reliance by Agent. The Agent Agents shall be entitled to relyrely upon, and shall be fully protected in relyingnot incur any liability for relying upon, upon any notice, request, certificate, consent, statement, consent instrument, document, order, judgment or other communication writing (includingincluding any electronic message, without limitation, any thereof by telephone, telecopy, telex, telegram Internet or cableintranet website posting or other distribution) believed by it in good faith to be genuine and correct and to have been signed, sent or otherwise authenticated by the proper Person. The Agents 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 or PersonsPerson, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan, that by its terms must be fulfilled to the satisfaction of a Lender, any 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 prior to the making of such Loan. The Agent Agents may deem consult with legal counsel (who may be counsel for the Borrower), independent accountants and treat each Lender as the owner of its interest hereunder for all purposes hereof unless other experts selected by it, and until a written notice of the assignment, negotiation or transfer thereof shall have been given to the Agent in accordance with the provisions of this Agreement. The Agent shall be entitled to rely on, 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. In addition, the Lenders hereby authorize Akin Gump Xxxxxxx Xxxxx & Xxxx LLP (“Akin”) to provide written directions (which may be made by electronic mail) to each Agent on behalf of the Required Lenders in regards to the Credit Documents and such other matters until such time as the Required Lenders or Akin advises the Agents in writing that Akin is no longer authorized to provide any written directions to the Agents on behalf of the Required Lenders. The giving of any such direction by Akin shall be deemed a reaffirmation by Akin that such authorization from the Required Lenders has been duly given. The Administrative Agent may rely on and act upon any such direction given by Akin and need not inquire as to the due authorization thereof. Notwithstanding the foregoing, to the extent any Agent determines that any direction from Akin requires any clarification or supplementation, such Agent shall promptly inform the Required Lenders or Akin, as applicable, of such determination and the Required Lenders or Akin, as applicable, shall promptly provide to such Agent one or more additional clarifying or supplementing directions. Until such time as such Agent receives such additional direction or directions from the Required Lenders or Akin, as applicable, such Agent shall be under no duty or obligation to take, or refrain from taking or omitting taking, any course of action for which such Agent has requested additional directions. Anything herein to take any action the contrary notwithstanding, whenever reference is made in connection with this Agreement or any other Credit Document to any action by, consent, designation, specification, requirement or approval of, notice, request or other communication from, or other direction given or action to be undertaken or to be (ior not to be) if such action suffered or omission wouldomitted by the Agents or to any election, decision, opinion, acceptance, use of judgment, expression of satisfaction or other exercise of discretion, rights or remedies to be made (or not to be made) by the Agents hereunder or thereunder, it is understood that in all cases the reasonable opinion of Agents shall be acting, giving, withholding, suffering, omitting, taking or otherwise undertaking and exercising the Agent, violate any applicable law same (or any provision of this Agreement or any other Credit Document or (iishall not be undertaking and exercising the same) unless and until it shall have received such advice or concurrence of as directed by the Required Lenders or the Required Backstop Parties, as applicable, (or, where a higher or such other number or percentage of the Lenders is as shall be expressly provided for herein or in the other Credit Documents) and shall not be required hereunder, such Lenders) as it deems appropriate or it shall first have been indemnified to its satisfaction by the Lenders against any and all liability and expense (other than liability and expense arising from its own gross negligence or willful misconduct) that may be incurred by it by reason of taking, continuing to take or omitting to take any action unless it has received such action. Without limiting the foregoing, no Lender shall have any right of action whatsoever against the Agent as a result of the Agent's acting or refraining direction from acting hereunder or under any other Credit Document in accordance with the instructions of the Required Lenders or the Required Backstop Parties, as applicable, (or, where a higher or such other number or percentage of the Lenders is expressly required hereunder, such Lenders), and such instructions and any action taken or failure to act pursuant thereto as shall be binding upon all of expressly provided for herein or in the Lenders (including all subsequent Lendersother Credit Documents).

Reliance by Agent. The (a) Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, communication, signature, resolution, representation, notice, statementconsent, consent certificate, affidavit, letter, telegram, facsimile, telex or telephone message, electronic mail message, statement or other communication (including, without limitation, any thereof by telephone, telecopy, telex, telegram document or cable) conversation believed by it in good faith 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 any Obligor), independent accountants and other experts selected by Agent. The Agent may deem and treat each Lender as the owner of its interest hereunder for all purposes hereof unless and until a written notice of the assignment, negotiation or transfer thereof shall have been given a reasonable and practicable amount of time to the Agent act upon any instruction, notice or other communication under any Loan Document and shall not be liable for any delay in accordance with the provisions of this Agreementacting. The Agent shall be entitled to refrain from taking fully justified in failing or omitting refusing to take any action in connection with this Agreement or under any other Credit Loan Document (i) if such action or omission would, in the reasonable opinion of the Agent, violate any applicable law or any provision of this Agreement or any other Credit Document or (ii) unless and until it shall have received first receive such advice or concurrence of the Required Lenders (or, where a higher percentage of the Lenders is expressly required hereunder, such Lenders) as it deems appropriate or and, if it so requests, it shall first have been be indemnified to its satisfaction by the Lenders Secured Parties against any and all liability and expense (other than liability and expense arising from its own gross negligence or willful misconduct) that which may be incurred by it by reason of taking, taking or continuing to take or omitting to take any such action. Without limiting the foregoingAgent shall in all cases be fully protected in acting, no Lender shall have any right of action whatsoever against the Agent as a result of the Agent's acting or in refraining from acting hereunder acting, under this Agreement or under any other Credit Loan Document in accordance with the instructions a request or consent of the Required Lenders (or, where a higher percentage or such greater number of the Lenders is as may be expressly required hereunder, such Lenders), hereby in any instance) and such instructions request and any action taken or failure to act pursuant thereto shall be binding upon all Secured Parties. Notwithstanding the foregoing, Agent shall not be required to take, or to omit to take, any action that is, in the opinion of Agent or its counsel, contrary to any Loan Document or Applicable Law. (b) For purposes of determining compliance with the Lenders conditions specified in Article 6, each Lender that has signed this Agreement (including all subsequent Lenders)or an addendum or joinder to this Agreement) shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required hereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Reliance by Agent. The Agent shall be entitled to rely, and shall be fully protected in relying, upon any notice, statement, consent or other communication (including, without limitation, any thereof by telephone, telecopy, telex, telegram or cable) believed by it in good faith to be genuine and correct and to have been signed, sent or made by the proper Person or Persons. The Agent may deem and treat each Lender as the owner of its interest hereunder for all purposes hereof unless and until a written notice of the assignment, negotiation or transfer thereof shall have been given to the Agent in accordance with the provisions of this Agreement. The Agent shall be entitled to refrain from taking or omitting to take any action in connection with this Agreement or any other Credit Loan Document (i) if such action or omission would, in the reasonable opinion of the Agent, violate any applicable law or any provision of this Agreement or any other Credit Loan Document or (ii) unless and until it shall have received such advice or concurrence of the Required Lenders (or, where a higher percentage of the Lenders is expressly required hereunder, such Lenders) as it deems appropriate or it shall first have been indemnified to its satisfaction by the Lenders against any and all liability and expense (other than liability and expense arising from its own gross negligence or willful misconduct) that may be incurred by it by reason of taking, continuing to take or omitting to take any such action. Without limiting the foregoing, no Lender shall have any right of action whatsoever against the Agent as a result of the Agent's acting or refraining from acting hereunder or under any other Credit Loan Document in accordance with the instructions of the Required Lenders (or, where a higher percentage of the Lenders is expressly required hereunder, such Lenders), and such instructions and any action taken or failure to act pursuant thereto shall be binding upon all of the Lenders (including all subsequent Lenders).

Reliance by Agent. The Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, resolution, notice, statementconsent, consent certificate, affidavit, letter, telegram, telefacsimile or other communication (includingelectronic method of transmission, without limitationtelex or telephone message, any thereof by telephone, telecopy, telex, telegram statement or cable) other document or conversation believed by it in good faith to be genuine and correct and to have been signed, sent sent, or made by the proper Person or Persons. The Agent may deem , and treat each Lender as the owner upon advice and statements of its interest hereunder for all purposes hereof unless legal counsel (including counsel to Borrower or counsel to any Lender), independent accountants and until a written notice of the assignment, negotiation or transfer thereof shall have been given to the Agent in accordance with the provisions of this Agreementother experts selected by Agent. The Agent shall have no 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 in writing as directed by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 13.1). In all cases Agent shall be entitled to refrain from taking and fully justified in failing or omitting refusing to take any action or exercise any power, discretion or authority vested in connection with it under this Agreement or any other Credit Loan Document (i) if such action or omission would, in the reasonable opinion of the Agent, violate any applicable law or any provision of this Agreement or any other Credit Document or (ii) unless and until it Agent shall have received such advice or concurrence of (a) receive written instructions from the Required Lenders or the Lenders, as applicable (or, where a higher or such other number or percentage of the Lenders is expressly required hereunderas shall be necessary under the circumstances as provided in Section 13.1), such Lendersspecifying the action to be taken and (b) as it deems appropriate or it shall first have been be indemnified to its satisfaction by the Lenders against any and all liability and expense (other than expenses which may be incurred by it by reason of taking or continuing to take any such action. If Agent so requests, it shall first be indemnified to its reasonable satisfaction by the Lenders against any and all liability and expense arising from its own gross negligence or willful misconduct) that may be incurred by it by reason of taking, taking or continuing to take or omitting to take any such action. Without limiting the foregoingAgent shall in all cases be fully protected in acting, no Lender shall have any right of action whatsoever against the Agent as a result of the Agent's acting or in refraining from acting hereunder acting, under this Agreement or under any other Credit Loan Document in accordance with the instructions a request or consent of the Required Lenders (or, where a higher percentage of the Lenders is expressly required hereunder, such Lenders), and such instructions request and any action taken or failure to act pursuant thereto shall be binding upon all of the Lenders (including all subsequent Lenders).

Reliance by Agent. The Agent shall be entitled to rely, and shall be fully protected in relying, upon any instrument, writing, resolution, notice, consent, certificate, affidavit, letter, telecopy, telex or teletype message, statement, consent order or other communication (including, without limitation, any thereof by telephone, telecopy, telex, telegram document or cable) conversation believed by it in good faith to be genuine and correct and to have been signed, sent or made by the proper Person or Persons. The Agent may deem Persons and treat each Lender as the owner upon advice and statements of its interest hereunder for all purposes hereof unless and until a written notice of the assignment, negotiation or transfer thereof shall have been given legal counsel (including counsel to the Agent in accordance with Borrowers), independent accountants and other experts selected by the provisions of this AgreementAgent. The Agent shall be entitled to refrain from taking fully justified in failing or omitting refusing to take any action in connection with under this Agreement or any other Credit Loan Document (i) if such action or omission would, in the reasonable opinion of the Agent, violate any applicable law or any provision of this Agreement or any other Credit Document or (ii) unless and until it shall have received first receive such advice or concurrence of the Required Lenders (or, where a higher percentage of the Lenders is expressly required hereunderif so specified by this Agreement, such all Lenders) as it deems appropriate or it shall first have been be indemnified to its satisfaction by the Lenders against any and all liability and expense (other than liability and expense arising from its own gross negligence or willful misconduct) that may be incurred by it by reason of taking, taking or continuing to take or omitting to take any such action. Without limiting the foregoingThe Agent shall in all cases be fully protected in acting, no Lender shall have any right of action whatsoever against the Agent as a result of the Agent's acting or in refraining from acting hereunder or acting, under any this Agreement and the other Credit Document Loan Documents in accordance with the instructions a request of the Required Lenders (or, where a higher percentage of the Lenders is expressly required hereunderif so specified by this Agreement, such all Lenders), and such instructions request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the Loans. Phrases such as “satisfactory to the Agent”, “approved by the Agent”, “acceptable to the Agent”, “as determined by the Agent”, “in the Agent’s discretion”, “selected by the Agent”, “as requested by the Agent” and phrases of similar import authorize and permit the Agent to approve, disapprove, determine, act or decline to act in its discretion, it being understood that the Agent in exercising such discretion, hereunder or under any of the Loan Documents, shall be acting on the instructions of the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents) and shall be fully protected in, and shall incur no liability in connection with, acting (including all subsequent Lendersor failing to act) pursuant to such instructions. With regards to any action or refusal to act that involves discretion, the Agent shall be entitled to refrain from any act or the taking of any action hereunder or under any of the Loan Documents or from the exercise of any power or authority vested in it hereunder or thereunder unless and until the Agent shall have received instructions from the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents) and shall not be liable for any such delay in acting. If at any time the Agent is served with any judicial or administrative order, judgment, decree, writ or other form of judicial or administrative process which in any way affects the Collateral (including, but not limited to, orders of attachment or garnishment or other forms of levies or injunctions or stays relating to the transfer of the Collateral), the Agent (a) shall furnish to the Borrowers prompt written notice thereof and (b) is authorized to comply therewith in any manner as it or its legal counsel of its own choosing deems appropriate; and if the Agent complies with any such judicial or administrative order, judgment, decree, writ or other form of judicial or administrative process, the Agent shall not be liable to any of the parties hereto or to any other person or entity even though such order, judgment, decree, writ or process may be subsequently modified or vacated or otherwise determined to have been without legal force or effect.

Reliance by Agent. The Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, resolution, notice, statementconsent, consent certificate, affidavit, letter, telegram, telefacsimile or other communication (includingelectronic method of transmission, without limitationtelex or telephone message, any thereof by telephone, telecopy, telex, telegram statement or cable) other document or conversation believed by it in good faith to be genuine and correct and to have been signed, sent sent, or made by the proper Person or Persons. The Agent may deem , and treat each Lender as the owner upon advice and statements of its interest hereunder for all purposes hereof unless legal counsel (including counsel to Borrowers or counsel to any Lender), independent accountants and until a written notice of the assignment, negotiation or transfer thereof shall have been given to the Agent in accordance with the provisions of this Agreementother experts selected by Agent. The Agent shall have no 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 in writing as directed by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 13.1). In all cases Agent shall be entitled to refrain from taking and fully justified in failing or omitting refusing to take any action or exercise any power, discretion or authority vested in connection with it under this Agreement or any other Credit Loan Document (i) if such action or omission would, in the reasonable opinion of the Agent, violate any applicable law or any provision of this Agreement or any other Credit Document or (ii) unless and until it shall have received such advice or concurrence of Agent shall (a) receive written instructions from the Required Lenders or the Lenders, as applicable (or, where a higher or such other number or percentage of the Lenders is expressly required hereunderas shall be necessary under the circumstances as provided in Section 13.1), such Lendersspecifying the action to be taken and (b) as it deems appropriate or it shall first have been be indemnified to its satisfaction by the Lenders against any and all liability and expense expenses which may be incurred by it by reason of taking or continuing to take any such action, which indemnification may be required to be joint and several. If Agent so requests, it shall first be indemnified to its reasonable satisfaction by the Lenders (other than and, if it so elects, the Bank Product Providers) against any and all liability and expense arising from its own gross negligence or willful misconduct) that may be incurred by it by reason of taking, taking or continuing to take or omitting to take any such action. Without limiting the foregoingAgent shall in all cases be fully protected in acting, no Lender shall have any right of action whatsoever against the Agent as a result of the Agent's acting or in refraining from acting hereunder acting, under this Agreement or under any other Credit Loan Document in accordance with the instructions a request or consent of the Required Lenders (or, where a higher percentage of the Lenders is expressly required hereunder, such Lenders), and such instructions request and any action taken or failure to act pursuant thereto shall be binding upon all of the Lenders (including all subsequent Lendersand Bank Product Providers).

Reliance by Agent. The Agent shall be entitled to rely, and shall be fully protected in relying, upon any note, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, consent order or other communication (including, without limitation, any thereof by telephone, telecopy, telex, telegram document or cable) conversation believed by it in good faith to be genuine and correct and to have been signed, sent or made by the proper Person or PersonsPersons and upon advice and statements of legal counsel (including, without limitation, counsel to the Borrowers), independent accountants and other experts selected by the Agent. The Agent may deem and treat each Lender the payee of any Note as the owner of its interest hereunder thereof for all purposes hereof unless and until a written the Agent shall have actual notice of the assignment, negotiation or transfer thereof shall have been given to the Agent in accordance with the provisions of this Agreementany transferee. The Agent shall be entitled to refrain from taking fully justified in failing or omitting refusing to take any action in connection with under this Agreement or any and the other Credit Document (i) if such action or omission would, in the reasonable opinion of the Agent, violate any applicable law or any provision of this Agreement or any other Credit Document or (ii) Transaction Documents unless and until it shall have received first receive such advice or concurrence of the Required Lenders (or, where a higher percentage of the Lenders is when expressly required hereunderhereby, such Lendersall the Holders) as it deems appropriate appropriate, if any, or it shall first have been be indemnified to its satisfaction by the Holders and Lenders against any and all liability and expense (other than liability and expense arising from its own gross negligence or willful misconduct) that which may be incurred by it by reason of taking, taking or continuing to take or omitting to take any such actionaction except for its own gross negligence or willful misconduct (each as determined in a final, non-appealable judgment by a court of competent jurisdiction). Without limiting the foregoingThe Agent shall in all cases be fully protected in acting, no Lender shall have any right of action whatsoever against the Agent as a result of the Agent's acting or in refraining from acting hereunder or acting, under any this Agreement and the other Credit Document Transaction Documents in accordance with the instructions a request of the Required Lenders (or, where a higher percentage of the Lenders is when expressly required hereunderhereby, such Lendersall the Holders), and such instructions request and any action taken or failure to act pursuant thereto shall be binding upon all the Holders and Lenders and all future Holders and Lenders. Without limiting the foregoing, Agent: (a) shall not be responsible or otherwise incur liability for any action or omission taken in reliance upon the instructions of the Required Lenders or for the actions or omissions of any of its Related Parties selected with reasonable care (other than employees, officers and directors of Agent, when acting on behalf of Agent); [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED (b) shall not be responsible to any Lender, Holder or other Person for the due execution, legality, validity, enforceability, effectiveness, genuineness, sufficiency or value of, or the attachment, perfection or priority of any Lien created or purported to be created under or in connection with, any Transaction Document; and (c) makes no warranty or representation, and shall not be responsible, to any Lender, Holder or other Person for any statement, document, information, representation or warranty made or furnished by or on behalf of any Credit Party or any Related Party of any Credit Party in connection with any Transaction Document or any transaction contemplated therein or any other document or information with respect to any Credit Party, whether or not transmitted or omitted to be transmitted by Agent, including all subsequent Lenders)as to completeness, accuracy, scope or adequacy thereof, or for the scope, nature or results of any due diligence performed by Agent in connection with the Transaction Documents; and, for each of the items set forth in clauses (a) through (c) above, each Lender, Holder and Credit Party hereby waives and agrees not to assert (and Borrowers shall cause each other Credit Party to waive and agree not to assert) any right, claim or cause of action it might have against Agent based thereon.

Reliance by Agent. (a) The Lenders agree that the Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, resolution, notice, statementconsent, consent certificate, affidavit, letter, telegram, facsimile, telex or telephone message, statement or other communication (including, without limitation, any thereof by telephone, telecopy, telex, telegram document or cable) conversation believed by it in good faith 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 the Borrower, Holdings or any Subsidiary Guarantor), independent accountants and other experts selected by the Agent. The Agent may deem and treat each Lender as Lenders agree that the owner of its interest hereunder for all purposes hereof unless and until a written notice of the assignment, negotiation or transfer thereof shall have been given to the Agent in accordance with the provisions of this Agreement. The Agent shall be entitled to refrain from taking fully justified in failing or omitting refusing to take any action in connection with under this Agreement or any other Credit Loan Document (i) if such action or omission would, in the reasonable opinion of the Agent, violate any applicable law or any provision of this Agreement or any other Credit Document or (ii) unless and until it shall have received first receive such advice or concurrence of the Required Lenders (or, where a higher percentage of as required by Section 12.01, all the Lenders is expressly required hereunder, such Lenders) as it deems appropriate or and, if it so requests, it shall first have been be indemnified to its satisfaction by the Lenders against any and all liability and expense (other than liability and expense arising from its own gross negligence or willful misconduct) that which may be incurred by it by reason of taking, taking or continuing to take or omitting to take any such action. Without limiting the foregoingThe Agent shall in all cases be fully protected in acting, no Lender shall have any right of action whatsoever against the Agent as a result of the Agent's acting or in refraining from acting hereunder acting, under this Agreement or under any other Credit Loan Document in accordance with the instructions a request or consent of the Required Lenders (or, where a higher percentage of as required by Section 12.01 all the Lenders is expressly required hereunder, such Lenders), and such instructions request and any action taken or failure to act pursuant thereto shall be binding upon all of the Lenders Lenders. (including all subsequent Lenders)b) For purposes of determining compliance with the conditions specified in Section 5.01 as it relates to the initial Borrowing and issuances of Letters of Credit on the Closing Date, each Lender that has executed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with each document or other matter either sent by the Agent to such Lender for consent, approval, acceptance or satisfaction, or required thereunder to be consented to or approved by or acceptable or satisfactory to such Lender, unless an officer of the Agent responsible for the transactions contemplated by the Loan Documents shall have received notice from such Lender prior to the initial Borrowing and issuances of Letters of Credit on the Closing Date specifying in reasonable detail its objection thereto and either such objection shall not have been withdrawn by notice to the Agent to that effect or such Lender shall not have made available to the Agent such Lender's ratable portion of such Borrowing.

Reliance by Agent. The (a) Each Purchaser Agent and the Agent shall in all cases be entitled to rely, and shall be fully protected in relying, upon any noticedocument, statement, consent other writing or other communication (including, without limitation, any thereof by telephone, telecopy, telex, telegram or cable) conversation believed by it in good faith to be genuine and correct and to have been signed, sent or made by the proper Person or Persons. The Agent may deem and treat each Lender as the owner upon advice and statements of its interest hereunder for all purposes hereof unless and until a written notice of the assignment, negotiation or transfer thereof shall have been given legal counsel (including counsel to the Seller), independent accountants and other experts selected by the Agent. Each Purchaser Agent in accordance with and the provisions of this Agreement. The Agent shall in all cases be entitled to refrain from taking fully justified in failing or omitting refusing to take any action in connection with this Agreement or under any other Credit Transaction Document (i) if such action or omission would, in the reasonable opinion of the Agent, violate any applicable law or any provision of this Agreement or any other Credit Document or (ii) unless and until it shall have received first receive such advice or concurrence of the Required Lenders (orPurchasers, where a higher percentage and assurance of the Lenders is expressly required hereunderits indemnification, such Lenders) as it deems appropriate appropriate. (b) The Agent shall in all cases be fully protected in acting, or it in refraining from acting, under this Agreement in accordance with a request of the Purchasers or the Purchaser Agents, and such request and any action taken or failure to act pursuant thereto shall first have been indemnified to its satisfaction by the Lenders against any and be binding upon all liability and expense (other than liability and expense arising from its own gross negligence or willful misconduct) that may be incurred by it by reason of takingPurchasers, continuing to take or omitting to take any such action. Without limiting the foregoing, no Lender shall have any right of action whatsoever against the Agent as a result and Purchaser Agents. (c) Each Purchaser Agent (with the consent of the Agent's acting ) shall determine with its Purchaser Groups the number of such Purchasers (each, a "Voting Block"), which shall be required to request or direct such Purchaser Agent to take action, or refrain from taking action, under this Agreement on behalf of such Purchasers. Such Purchaser Agent shall in all cases be fully protected in acting, or in refraining from acting hereunder or acting, under any other Credit Document this Agreement in accordance with the instructions a request of the Required Lenders (or, where a higher percentage of the Lenders is expressly required hereunder, such Lenders)its appropriate Voting Block, and such instructions request and any action taken or failure to act pursuant thereto shall be binding upon all of such Purchaser Agent's Purchasers. (d) Unless otherwise advised in writing by a Purchaser Agent or by any Purchaser on whose behalf such Purchaser Agent is purportedly acting, each party to this Agreement may assume that (i) such Purchaser Agent is acting for the Lenders benefit of each of the Purchasers in respect of which such Purchaser Agent is identified as being the "Purchaser Agent" in the definition of "Purchaser Agent" hereto, as well as for the benefit of each assignee or other transferee from any such Person, and (including ii) each action taken by such Purchaser Agent has been duly authorized and approved by all subsequent Lenders)necessary action on the part of the Purchasers on whose behalf it is purportedly acting. Each initial Purchaser (or, with the consent of all other Purchasers then existing, any other Purchasers) shall have the right to designate a new Purchaser Agent (which may be itself) to act on its behalf and on behalf of its assignees and transferees for purposes of this Agreement by giving to the Agent written notice thereof signed by such Purchaser(s) and the newly designated Purchaser Agent. Such notice shall be effective when receipt thereof is acknowledged by the Agent, which acknowledgment the Agent shall not unreasonably delay giving, and thereafter the party named as such therein shall be Purchaser Agent for such Purchaser under this Agreement. Each Purchaser Agent and its Purchaser(s) shall agree amongst themselves as to the circumstances and procedures for removal and resignation of such Purchaser Agent.

Reliance by Agent. (a) The Lenders agree that Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, resolution, notice, statementconsent, consent certificate, affidavit, letter, telegram, facsimile, telex or telephone message, statement or other communication (including, without limitation, any thereof by telephone, telecopy, telex, telegram document or cable) conversation believed by it in good faith 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), independent accountants and other experts selected by Agent. Agent may at any time request instructions from the Lenders with respect to actions or approvals (including the failure to act or approve) which by the terms of any of the Loan Documents Agent is permitted or required to take or to grant. The Agent may deem and treat each Lender as the owner of its interest hereunder for all purposes hereof unless and until a written notice of the assignment, negotiation or transfer thereof shall have been given to the Agent in accordance with the provisions of this Agreement. The Lenders agree that Agent shall be entitled to refrain from taking fully justified in failing or omitting refusing to take any action in connection with under this Agreement or any other Credit Loan Document (i) if such action or omission would, in the reasonable opinion of the Agent, violate any applicable law or any provision of this Agreement or any other Credit Document or (ii) unless and until it shall have received first receive such advice or concurrence of the Required Majority Lenders (or, where a higher percentage of the Lenders is expressly required hereunder, such Lenders) as it deems appropriate or and, if it so requests, it shall first have been be indemnified to its satisfaction by the Lenders against any and all liability and expense (other than liability and expense arising from its own gross negligence or willful misconduct) that which may be incurred by it by reason of taking, taking or continuing to take or omitting to take any such action. Without limiting the foregoingThe Lenders agree that Agent shall in all cases be fully protected in acting, no Lender shall have any right of action whatsoever against the Agent as a result of the Agent's acting or in refraining from acting hereunder acting, under this Agreement or under any other Credit Loan Document in accordance with the instructions a request or consent of the Required Majority Lenders (or, where a higher percentage of the Lenders is expressly required hereunder, such Lenders), and such instructions request or consent and any action taken or failure to act pursuant thereto shall be binding upon all of the Lenders Lenders. (including all subsequent Lenders)b) For purposes of determining compliance with the conditions specified in SECTIONS 6.1 and 6.2, each Lender that has executed 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 the Lender, unless an officer of Agent, responsible for the transactions contemplated by the Loan Documents shall have received notice from the Lender prior to the initial Borrowing specifying in reasonable detail its objection thereto and either such objection shall not have been withdrawn by notice to Agent to that effect, or the Lender shall not have made available to Agent the Lender's ratable portion of such Borrowing.

Reliance by Agent. The Agent shall be entitled to rely, and shall be ----------------- fully protected in relying, upon any notice, statement, consent or other communication (including, without limitation, any thereof by telephone, telecopy, telex, telegram or cable) believed by it in good faith to be genuine and correct and to have been signed, sent or made by the proper Person or Persons. The Agent may deem and treat each Lender as the owner of its interest hereunder for all purposes hereof unless and until a written notice of the assignment, negotiation or transfer thereof shall have been given to the Agent in accordance with the provisions of this Agreement. The Agent shall be entitled to refrain from taking or omitting to take any action in connection with this Agreement or any other Credit Document (i) if such action or omission would, in the reasonable opinion of the Agent, violate any applicable law Applicable Law or any provision of this Agreement or any other Credit Document or (ii) unless and until it shall have received such advice or concurrence of the Required Lenders (or, where a higher percentage of the Lenders is expressly required hereunder, such Lenders) as it deems appropriate or it shall first have been indemnified to its satisfaction by the Lenders against any and all liability and expense (other than liability and expense arising from its own gross negligence or willful misconduct) that may be incurred by it by reason of taking, continuing to take or omitting to take any such action. Without limiting the foregoing, no Lender shall have any right of action whatsoever against the Agent as a result of the Agent's acting or refraining from acting hereunder or under any other Credit Document in accordance with the instructions of the Required Lenders (or, where a higher percentage of the Lenders is expressly required hereunder, such Lenders), and such instructions and any action taken or failure to act pursuant thereto shall be binding upon all of the Lenders (including all subsequent Lenders).

Reliance by Agent. (a) The Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, resolution, notice, statementconsent, consent certificate, affidavit, letter, facsimile, or telephone message, statement or other communication (including, without limitation, any thereof by telephone, telecopy, telex, telegram document or cable) conversation believed by it in good faith to be genuine and correct and to have been signed, sent or made by the proper Person or Persons. The Agent may deem Persons and treat each Lender as the owner upon any advice and statements of its interest hereunder for all purposes hereof unless and until a written notice of the assignment, negotiation or transfer thereof shall have been given legal counsel (including counsel to the Agent in accordance with Company), independent accountants and other experts selected by the provisions of this AgreementAgent. The Agent shall be entitled to refrain from taking fully justified in failing or omitting refusing to take any action in connection with under this Agreement or any other Credit Loan Document (i) if such action or omission would, in the reasonable opinion of the Agent, violate any applicable law or any provision of this Agreement or any other Credit Document or (ii) unless and until it shall have received first receive such advice or concurrence of the Required Lenders (or, where a higher percentage of the Lenders is expressly required hereunder, such Lenders) as it deems appropriate or and, if it so requests, it shall first have been be indemnified to its satisfaction by the Lenders against any and all liability and expense (other than liability and expense arising from its own gross negligence or willful misconduct) that which may be incurred by it by reason of taking, taking or continuing to take or omitting to take any such action. Without limiting Except to the foregoingextent expressly provided in Section 12.02, no Lender shall have any right of action whatsoever against the Agent as a result of the Agent's acting shall in all cases be fully protected in acting, or in refraining from acting hereunder acting, under this Agreement or under any other Credit Loan Document in accordance with a request or the instructions consent of the Required Lenders (or, where a higher percentage of the Lenders is expressly required hereunder, such Lenders), and such instructions request or consent and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the Loans or any portion thereof. (b) For purposes of determining compliance with the conditions specified in Sections 7.01 and 7.02, each Lender 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 the Lenders (including all subsequent Lenders)unless an officer of the Agent responsible for the transactions contemplated by the Loan Documents shall have received notice from such Lender prior to the initial Borrowing specifying its objection thereto and either such objection shall not have been withdrawn by notice to the Agent to that effect or such Lender shall not have made available to the Agent such Lender's Commitment Percentage of such Borrowing.

Reliance by Agent. The (a) Each Purchaser Agent and the Agent shall in all cases be entitled to rely, and shall be fully protected in relying, upon any noticedocument, statement, consent other writing or other communication (including, without limitation, any thereof by telephone, telecopy, telex, telegram or cable) conversation believed by it in good faith to be genuine and correct and to have been signed, sent or made by the proper Person or Persons. The Agent may deem and treat each Lender as the owner upon advice and statements of its interest hereunder for all purposes hereof unless and until a written notice of the assignment, negotiation or transfer thereof shall have been given legal counsel (including counsel to the Seller), independent accountants and other experts selected by the Agent. Each Purchaser Agent in accordance with and the provisions of this Agreement. The Agent shall in all cases be entitled to refrain from taking fully justified in failing or omitting refusing to take any action in connection with this Agreement or under any other Credit Transaction Document (i) if such action or omission would, in the reasonable opinion of the Agent, violate any applicable law or any provision of this Agreement or any other Credit Document or (ii) unless and until it shall have received first receive such advice or concurrence of the Required Lenders (orPurchasers, where a higher percentage and assurance of the Lenders is expressly required hereunderits indemnification, such Lenders) as it deems appropriate appropriate. (b) The Agent shall in all cases be fully protected in acting, or it in refraining from acting, under this Agreement in accordance with a request of the Purchasers or the Purchaser Agents, and such request and any action taken or failure to act pursuant thereto shall first have been indemnified to its satisfaction by the Lenders against any and be binding upon all liability and expense (other than liability and expense arising from its own gross negligence or willful misconduct) that may be incurred by it by reason of takingPurchasers, continuing to take or omitting to take any such action. Without limiting the foregoing, no Lender shall have any right of action whatsoever against the Agent as a result and Purchaser Agents. (c) Each Purchaser Agent (with the consent of the Agent's acting ) shall determine with its Purchaser Groups the number of such Purchasers (each, a “Voting Block”), which shall be required to request or direct such Purchaser Agent to take action, or refrain from taking action, under this Agreement on behalf of such Purchasers. Such Purchaser Agent shall in all cases be fully protected in acting, or in refraining from acting hereunder or acting, under any other Credit Document this Agreement in accordance with the instructions a request of the Required Lenders (or, where a higher percentage of the Lenders is expressly required hereunder, such Lenders)its appropriate Voting Block, and such instructions request and any action taken or failure to act pursuant thereto shall be binding upon all of such Purchaser Agent’s Purchasers. (d) Unless otherwise advised in writing by a Purchaser Agent or by any Purchaser on whose behalf such Purchaser Agent is purportedly acting, each party to this Agreement may assume that (i) such Purchaser Agent is acting for the Lenders benefit of each of the Purchasers in respect of which such Purchaser Agent is identified as being the “Purchaser Agent” in the definition of “Purchaser Agent” hereto, as well as for the benefit of each assignee or other transferee from any such Person, and (including ii) each action taken by such Purchaser Agent has been duly authorized and approved by all subsequent Lenders)necessary action on the part of the Purchasers on whose behalf it is purportedly acting. Each initial Purchaser (or, with the consent of all other Purchasers then existing, any other Purchasers) shall have the right to designate a new Purchaser Agent (which may be itself) to act on its behalf and on behalf of its assignees and transferees for purposes of this Agreement by giving to the Agent written notice thereof signed by such Purchaser(s) and the newly designated Purchaser Agent. Such notice shall be effective when receipt thereof is acknowledged by the Agent, which acknowledgment the Agent shall not unreasonably delay giving, and thereafter the party named as such therein shall be Purchaser Agent for such Purchaser under this Agreement. Each Purchaser Agent and its Purchaser(s) shall agree amongst themselves as to the circumstances and procedures for removal and resignation of such Purchaser Agent.

Reliance by Agent. (a) The Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, communication, signature, resolution, representation, notice, statementconsent, consent certificate, affidavit, letter, facsimile or email, statement or other communication (including, without limitation, any thereof by telephone, telecopy, telex, telegram document or cable) conversation believed by it in good faith to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, and shall be entitled to consult and seek advice and statements of legal counsel (including counsel to the Company), independent accountants and other experts selected by the Agent. The Delivery of reports, documents and other information to the Agent may deem is for informational purposes only and treat each Lender as the owner of its interest hereunder for all purposes hereof unless and until a written notice Agent’s receipt of the assignmentforegoing shall not constitute constructive knowledge of any event or circumstance or any information contained therein or determinable from information contained therein. Information contained in notices, negotiation reports or transfer thereof other documents delivered to the Agent and other publicly available information shall have been given not constitute actual or constructive knowledge. Knowledge of or notices or other documents delivered to the Agent in accordance with any capacity shall not constitute knowledge of or delivery to the provisions Agent in any other capacity under the Transaction Documents or to any affiliate or other division of the Agent. (b) Notwithstanding any provision of this Agreement or the other Transaction Documents to the contrary, before taking or omitting any action to be taken or omitted by the Agent under the terms of this Agreement and the other Transaction Documents, the Agent may seek the written direction of the Required Holders (or such other number or percentage of Note Holders as is required under this Agreement), which written direction may be in the form of an email, and the Agent is entitled to rely (and is fully protected in so relying) upon such direction. The If the Agent requests such direction with respect to any action, the Agent shall be entitled to refrain from taking or omitting to take any action in connection with this Agreement or any other Credit Document (i) if such action or omission would, in the reasonable opinion of the Agent, violate any applicable law or any provision of this Agreement or any other Credit Document or (ii) unless and until it shall have the Agent has received such advice or concurrence direction, and the Agent does not incur liability to any Person by reason of so refraining. In the absence of an express statement in the Transaction Documents regarding which Note Holders shall direct in any circumstance, the direction of the Required Lenders (orHolders shall apply and be sufficient for all purposes. If the Agent so requests, where a higher percentage of the Lenders is expressly required hereunder, such Lenders) as it deems appropriate or it shall must first have been be indemnified to its satisfaction by the Lenders Note Holders against any and all liability reasonable and expense (other than liability documented fees, losses, liabilities and expense arising from its own gross negligence or willful misconduct) that expenses which may be incurred by it the Agent by reason of takingtaking or continuing to take, continuing or omitting, any action directed by the Required Holders (or such other number or percentage of Note Holders as is required under this Agreement) prior to having any obligation to take or omitting omit to take any such action. Without limiting Any provision of this Agreement or the foregoing, no Lender shall have any right of action whatsoever against other Transaction Documents authorizing the Agent as a result to take any action does not obligate the Agent to take such action. (c) The Agent shall be entitled to rely upon advice of the Agent's acting or refraining from acting hereunder or under any other Credit Document in accordance with the instructions of the Required Lenders (or, where a higher percentage of the Lenders is expressly required hereunder, such Lenders), counsel concerning legal matters and such instructions advice shall be full protection and authorization for any action taken by the Agent in good faith thereon. (d) If at any time the Agent is served with any judicial or failure administrative order, judgment, decree, writ or other form of judicial or administrative process (including orders of attachment or garnishment or other forms of levies or injunctions or stays relating to act the transfer of any Collateral), the Agent is authorized to comply therewith in any manner as it or its legal counsel of its own choosing deems appropriate in good faith, and if the Agent complies with any such judicial or administrative order, judgment, decree, writ or other form of judicial or administrative process, the Agent shall not be liable to any of the parties hereto or to any other Person even though such order, judgment, decree, writ or process may be subsequently modified or vacated or otherwise determined to have been without legal force or effect. (e) If the Agent shall reasonably require any information to perform its duties under the Transaction Documents, the Company shall, to the extent it has such information, provide such information promptly upon request. (f) Whether or not so expressly stated therein, in entering into, or taking (or forbearing from) any action under pursuant thereto to, the Transaction Documents, the Agent shall be binding upon have all of the Lenders rights, immunities, indemnities and other protections granted to it under this Agreement (including all subsequent Lendersin addition to those that may be granted to it under the terms of such other agreement or agreements). (g) [reserved]. (h) [reserved] (i) The Note Holders and any transferees or assignees after the Closing Date will be required to provide to the Agent or its agents all information, documentation or certifications reasonably requested by the Agent to permit the Agent to comply with its tax reporting obligations under applicable laws, including any applicable cost basis reporting obligations.

Reliance by Agent. The Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any instrument, writing, resolution, notice, consent, certificate, affidavit, letter, telecopy or email message, statement, consent order or other communication (including, without limitation, any thereof by telephone, telecopy, telex, telegram document or cable) conversation believed by it in good faith to be genuine and correct and to have been signed, sent or made by the proper Person or PersonsPersons and upon advice and statements of legal counsel (including counsel to any Loan Party), independent accountants and other experts selected by the Administrative Agent. The Administrative Agent may deem and treat each Lender the payee of any Note as the owner of its interest hereunder thereof for all purposes hereof unless and until a written notice of the assignment, negotiation or transfer thereof shall have been given to the Agent in accordance filed with the provisions of this AgreementAdministrative Agent. The Administrative Agent shall be entitled to refrain from taking fully justified in failing or omitting refusing to take any action in connection with under this Agreement or any other Credit Loan Document (i) if such action or omission would, in the reasonable opinion of the Agent, violate any applicable law or any provision of this Agreement or any other Credit Document or (ii) unless and until it shall have received first receive such advice or concurrence of the Required Lenders (or, where a higher or such other number or percentage of the Lenders is expressly required hereunderas shall be necessary, such Lendersor as the Administrative Agent shall believe in good faith to be necessary, under the circumstances as provided in this Agreement or the other Loan Documents) as it deems appropriate or it shall first have been be indemnified to its satisfaction by the Lenders against any and all liability and expense (other than liability and expense arising from its own gross negligence or willful misconduct) that may be incurred by it by reason of taking, taking or continuing to take or omitting to take any such action. Without limiting the foregoingThe Administrative Agent shall in all cases be fully protected in acting, no Lender shall have any right of action whatsoever against the Agent as a result of the Agent's acting or in refraining from acting hereunder or acting, under any this Agreement and the other Credit Document Loan Documents in accordance with the instructions a request of the Required Lenders (or, where a higher or such other number or percentage of the Lenders is expressly required hereunderas shall be necessary, such Lendersor as the Administrative Agent shall believe in good faith to be necessary, under the circumstances as provided in this Agreement or the other Loan Documents), and such instructions request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders, all the Letter of Credit Issuers and all future holders of the Lenders (including all subsequent Lenders)Loans and the L/C Participations.

Reliance by Agent. (a) The Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, resolution, notice, statementconsent, consent certificate, affidavit, letter, facsimile, or telephone message, statement or other communication (including, without limitation, any thereof by telephone, telecopy, telex, telegram document or cable) conversation believed by it in good faith to be genuine and correct and to have been signed, sent or made by the proper Person or Persons. The Agent may deem Persons and treat each Lender as the owner upon any advice and statements of its interest hereunder for all purposes hereof unless and until a written notice of the assignment, negotiation or transfer thereof shall have been given legal counsel (including counsel to the Agent in accordance with Company), independent accountants and other experts selected by the provisions of this AgreementAgent. The Agent shall be entitled to refrain from taking fully justified in failing or omitting refusing to take any action in connection with under this Agreement or any other Credit Loan Document (i) if such action or omission would, in the reasonable opinion of the Agent, violate any applicable law or any provision of this Agreement or any other Credit Document or (ii) unless and until it shall have received first receive such advice or concurrence of the Required Lenders (or, where a higher percentage of the Lenders is expressly required hereunder, such Lenders) as it deems appropriate or and, if it so requests, it shall first have been be indemnified to its satisfaction by the Lenders against any and all liability and expense (other than liability and expense arising from its own gross negligence or willful misconduct) that which may be incurred by it by reason of taking, taking or continuing to take or omitting to take any such action. Without limiting Except to the foregoingextent expressly provided in Section 11.02, no Lender shall have any right of action whatsoever against ------------- the Agent as a result of the Agent's acting shall in all cases be fully protected in acting, or in refraining from acting hereunder acting, under this Agreement or under any other Credit Loan Document in accordance with a request or the instructions consent of the Required Lenders (or, where a higher percentage of the Lenders is expressly required hereunder, such Lenders), and such instructions request or consent and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the Loans or any portion thereof. (b) For purposes of determining compliance with the conditions specified in Sections 6.01 and 6.02, each Lender 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 the Lenders (including all subsequent Lenders)unless an officer of the Agent responsible for the transactions contemplated by the Loan Documents shall have received notice from such Lender prior to the Borrowing specifying its objection thereto and either such objection shall not have been withdrawn by notice to the Agent to that effect or such Lender shall not have made available to the Agent such Lender's Commitment Percentage of such Borrowing.

Reliance by Agent. The Agent shall will be entitled to rely, and shall will be fully protected in relying, upon on any agreement, instrument, writing, resolution, notice, consent, certificate, affidavit, letter, facsimile, telex, teletype, or email message, statement, consent order or other communication (including, without limitation, any thereof by telephone, telecopy, telex, telegram document or cable) conversation believed by it in good faith to be genuine and correct and to have been signed, sent or made by the proper Person or PersonsPersons and on advice and statements of legal counsel (including counsel to Borrower), independent accountants and other experts selected by Agent. The Agent may deem and treat each Lender as the owner of its interest hereunder Loans for all purposes hereof unless and until a written notice of the assignment, negotiation or transfer an assignment thereof shall have has been given to the Agent made in accordance with the provisions terms of this Agreement. The As to any matters not expressly provided for by this Agreement and the other Loan Documents (including without limitation enforcement and collection of the Notes), Agent may, but shall not be entitled required to, exercise any discretion or take any action, but Agent shall, subject to the terms of this Agreement, be required to act or to refrain from taking acting (and shall be fully protected in so acting or omitting refraining from acting) upon the instructions of the Required Lenders, whenever such instruction shall be requested by Agent or required hereunder, or a greater or lesser number of the Lenders if so required hereunder, and such instructions shall be binding upon all Lenders and all future holders of the Obligations; provided, that Agent will be fully justified as between itself and the Lenders and LC Issuer in failing or refusing to take any action in connection with under this Agreement or any other Credit Loan Document (i) if such action or omission would, in the reasonable opinion of the Agent, violate any applicable law or any provision of this Agreement or any other Credit Document or (ii) unless and until it shall have Agent has first received such advice or concurrence of the Required Lenders (or, where a higher percentage of the Lenders is expressly required hereunder, such Lenders) as it Agent deems appropriate or it shall Agent has been first have been indemnified to its satisfaction by the Lenders against any and all liability and expense (other than liability and expense arising from its own gross negligence or willful misconduct) that which may be incurred by it by reason of taking, taking or continuing to take or omitting to take any such action. Without limiting the foregoing, no Lender shall have any right of action whatsoever against the Agent as a result of the Agent's acting or refraining from acting hereunder or under any other Credit Document in accordance with the instructions of the Required Lenders (or, where a higher percentage of the Lenders is expressly required hereunder, such Lenders), and such instructions and any action taken or failure to act pursuant thereto shall be binding upon all of the Lenders (including all subsequent Lenders).

Reliance by Agent. (a) The Agent shall in all cases be entitled to rely, and shall be fully protected in relying, upon any notice, statement, consent document or other communication (including, without limitation, any thereof by telephone, telecopy, telex, telegram or cable) conversation believed by it in good faith to be genuine and correct and to have been signed, sent or made by the proper Person or Persons. The Agent may deem Persons and treat each Lender as upon advice and statements of legal counsel (including, without limitation, counsel to Seller), independent accountants and other experts reasonably selected and maintained by the owner of its interest hereunder for all purposes hereof unless and until a written notice of the assignment, negotiation or transfer thereof shall have been given to the Agent in accordance with the provisions of this AgreementAgent. The Agent shall in all cases be entitled to refrain from taking fully justified in failing or omitting refusing to take any action in connection with under this Agreement or any other Credit Transaction Document (i) if such action or omission would, in the reasonable opinion of the Agent, violate any applicable law or any provision of this Agreement or any other Credit Document or (ii) unless and until it shall have received first receive such advice or concurrence of the Managing Agents, the Required Lenders (or, where a higher percentage Financial Institutions or all of the Lenders is expressly required hereunderPurchasers, such Lenders) as applicable, as it deems appropriate or and it shall first have been be indemnified to its satisfaction by the Lenders against any Purchasers, provided that unless and all liability and expense (other than liability and expense arising from its own gross negligence or willful misconduct) that until the Agent shall have received such advice, the Agent may be incurred by it by reason of taking, continuing to take or omitting to take refrain from taking any such action. Without limiting the foregoing, no Lender shall have any right of action whatsoever against as the Agent as a result shall deem advisable and in the best interests of the Agent's acting Purchasers. The Agent shall in all cases be fully protected in acting, or in refraining from acting hereunder or under any other Credit Document acting, in accordance with the instructions a request of the Managing Agents, the Required Lenders (or, where a higher percentage Financial Institutions or all of the Lenders is expressly required hereunderPurchasers, such Lenders)as applicable, and such instructions request and any action taken or failure to act pursuant thereto shall be binding upon all the Purchasers. (b) Each Managing Agent shall in all cases be entitled to rely, and shall be fully protected in relying, upon any 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, without limitation, counsel to Seller), independent accountants and other experts selected by such Managing Agent. Each Managing Agent shall in all cases be fully justified in failing or refusing to take any action under this Agreement or any other Transaction Document unless it shall first receive such advice or concurrence or the Purchasers in its related Purchase Group, as it deems appropriate and it shall first be indemnified to its satisfaction by such Purchasers, provided that unless and until such Managing Agent shall have received such advice, such Managing Agent may take or refrain from taking any action, as such Managing Agent shall deem advisable and in the best interests of the Lenders (including Purchasers in its related Purchase Group. Each Managing Agent shall in all subsequent Lenders)cases be fully protected in acting, or in refraining from acting, in accordance with a request of the Purchasers in its related Purchase Group, and such request and any action taken or failure to act pursuant thereto shall be binding upon all such Purchasers.

Reliance by Agent. The (a) Each Purchaser Agent and the Agent shall in all cases be entitled to rely, and shall be fully protected in relying, upon any noticedocument, statement, consent other writing or other communication (including, without limitation, any thereof by telephone, telecopy, telex, telegram or cable) conversation believed by it in good faith to be genuine and correct and to have been signed, sent or made by the proper Person or Persons. The Agent may deem and treat each Lender as the owner upon advice and statements of its interest hereunder for all purposes hereof unless and until a written notice of the assignment, negotiation or transfer thereof shall have been given legal counsel (including counsel to the Seller), independent accountants and other experts selected by the Agent. Each Purchaser Agent in accordance with and the provisions of this Agreement. The Agent shall in all cases be entitled to refrain from taking fully justified in failing or omitting refusing to take any action in connection with this Agreement or under any other Credit Transaction Document (i) if such action or omission would, in the reasonable opinion of the Agent, violate any applicable law or any provision of this Agreement or any other Credit Document or (ii) unless and until it shall have received first receive such advice or concurrence of the Required Lenders (orPurchasers, where a higher percentage and assurance of the Lenders is expressly required hereunderits indemnification, such Lenders) as it deems appropriate appropriate. (b) The Agent shall in all cases be fully protected in acting, or it shall first have been indemnified to its satisfaction by the Lenders against any and all liability and expense (other than liability and expense arising from its own gross negligence or willful misconduct) that may be incurred by it by reason of taking, continuing to take or omitting to take any such action. Without limiting the foregoing, no Lender shall have any right of action whatsoever against the Agent as a result of the Agent's acting or in refraining from acting hereunder or acting, under any other Credit Document this Agreement in accordance with the instructions a request of the Required Lenders (or, where a higher percentage of Purchasers or the Lenders is expressly required hereunder, such Lenders)Purchaser Agents, and such instructions request and any action taken or failure to act pursuant thereto shall be binding upon all Purchasers, the Agent and Purchaser Agents. (c) For each Purchaser Group, 66-2/3% of the Commitments represented by such Purchaser Group (each, a “Voting Block”), shall be required to request or direct the applicable Purchaser Agent to take action, or refrain from taking action, under this Agreement on behalf of such Purchasers. Such Purchaser Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement in accordance with a request of its appropriate Voting Block, and such request and any action taken or failure to act pursuant thereto shall be binding upon all of such Purchaser Agent’s Purchasers. (d) Unless otherwise advised in writing by a Purchaser Agent or by any Purchaser on whose behalf such Purchaser Agent is purportedly acting, each party to this Agreement may assume that (i) such Purchaser Agent is acting for the Lenders benefit of each of the Purchasers in respect of which such Purchaser Agent is identified as being the “Purchaser Agent” in the definition of “Purchaser Agent” hereto, as well as for the benefit of each assignee or other transferee from any such Person, and (including ii) each action taken by such Purchaser Agent has been duly authorized and approved by all subsequent Lenders)necessary action on the part of the Purchasers on whose behalf it is purportedly acting. Each initial Purchaser (or, with the consent of all other Purchasers then existing, any other Purchasers) shall have the right to designate a new Purchaser Agent (which may be itself) to act on its behalf and on behalf of its assignees and transferees for purposes of this Agreement by giving to the Agent written notice thereof signed by such Purchaser(s) and the newly designated Purchaser Agent. Such notice shall be effective when receipt thereof is acknowledged by the Agent, which acknowledgment the Agent shall not unreasonably delay giving, and thereafter the party named as such therein shall be Purchaser Agent for such Purchaser under this Agreement. Each Purchaser Agent and its Purchaser(s) shall agree amongst themselves as to the circumstances and procedures for removal and resignation of such Purchaser Agent.

Reliance by Agent. The Agent shall be entitled to rely, and shall be fully protected in relying, upon any certification, notice, statementinstrument, consent writing, or other communication (including, without limitation, any thereof by telephone, telecopy, telex, telegram telephone or cabletelefacsimile) believed by it in good faith to be genuine and correct and to have been signed, sent or made by or on behalf of the proper Person or Persons, and upon advice and statements of legal counsel (including counsel for the Borrower), independent accountants, and other experts selected by the Agent. The Agent may deem and treat each Lender the payee of any Note as the owner of its interest hereunder holder thereof for all purposes hereof unless and until a written notice of the assignment, negotiation or transfer thereof shall have been given to the Agent receives and accepts an Assignment and Assumption executed in accordance with the provisions of Section 11.1 hereof. As to any matters not expressly provided for by this Agreement. The , the Agent shall not be entitled required to exercise any discretion or take any action, but shall be required to act or to refrain from taking acting (and shall be fully protected in so acting or omitting refraining from acting) upon the instructions of the Required Lenders, and such instructions shall be binding on all of the Lenders; provided, however, that the Agent shall not be required to take any action in connection with this Agreement that exposes the Agent to personal liability or that is contrary to any other Credit Loan Document (i) if such action or omission would, in the reasonable opinion of the Agent, violate any applicable law or any provision of this Agreement or any other Credit Document or (ii) unless and until it shall have received such advice or concurrence of the Required Lenders (or, where a higher percentage of the Lenders is expressly required hereunder, such Lenders) as it deems appropriate or it shall first have been be indemnified to its satisfaction by the Lenders against any and all liability and expense (other than liability and expense arising from its own gross negligence or willful misconduct) that which may be incurred by it by reason of taking, continuing to take or omitting to take taking any such action. Without limiting For purposes of determining compliance with the foregoingconditions specified in Section 5.1 hereof, no each Lender 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 Lender unless the Agent shall have any right of action whatsoever against received notice from such Lender prior to the Agent as a result of the Agent's acting or refraining from acting hereunder or under any other Credit Document in accordance with the instructions of the Required Lenders (or, where a higher percentage of the Lenders is expressly required hereunder, such Lenders), and such instructions and any action taken or failure to act pursuant thereto shall be binding upon all of the Lenders (including all subsequent Lenders)proposed Closing Date specifying its objection thereto.

Reliance by Agent. The Agent and the Issuing Lender shall be entitled to relyrely upon, and shall be fully protected in relyingnot incur any liability for relying upon, upon any notice, request, certificate, consent, statement, consent instrument, document or other communication (including, without limitation, any thereof by telephone, telecopy, telex, telegram or cable) writing believed by it in good faith to be genuine and correct and to have been signed, signed or sent by the proper Person. The Agent and the Issuing Lender also may rely upon any statement made to it orally or by telephone and believed by it to be made by the proper Person or PersonsPerson, and shall not incur any liability for relying thereon. The Agent and the Issuing Lender may deem consult with legal counsel, independent accountants and treat each Lender as the owner of its interest hereunder other experts selected by it, and shall not be liable for all purposes hereof unless and until a written notice of the assignment, negotiation any action taken or transfer thereof shall have been given to the Agent not taken by it in accordance with the provisions advice of this Agreementany such counsel, accountants or experts. The Agent and the Issuing Lender shall be entitled to refrain from taking fully justified in failing or omitting refusing to take any action in connection with under this Agreement or any other Credit Loan Document (i) if such action or omission would, in the reasonable opinion of the Agent, violate any applicable law or any provision of this Agreement or any other Credit Document or (ii) unless and until it shall have received first receive such advice or concurrence of the Required Lenders (or, where a higher percentage of the Lenders is expressly required hereunderif so specified by this Agreement, such all Lenders) as it deems appropriate or it shall first have been be indemnified to its satisfaction by the Lenders against any and all liability and expense (other than liability and expense arising from its own gross negligence or willful misconduct) that which may be incurred by it by reason of taking, taking or continuing to take or omitting to take any such actionaction (it being understood that this provision shall not release the Agent from performing any action with respect to the Borrower expressly required to be performed by it pursuant to the terms hereof) under this Agreement. Without limiting The Agent and the foregoing, no Issuing Lender shall have any right of action whatsoever against the Agent as a result of the Agent's acting in all cases be fully protected in acting, or in refraining from acting hereunder or acting, under any this Agreement and the other Credit Document Loan Documents in accordance with the instructions a request of the Required Lenders (or, where a higher percentage of the Lenders is expressly required hereunderif so specified by this Agreement, such all Lenders), and such instructions request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the Lenders (including all subsequent Lenders)Loans.

Reliance by Agent. (a) The Banks agree that the Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, resolution, notice, statementconsent, consent certificate, affidavit, letter, telegram, facsimile, telex or telephone message, statement or other communication (including, without limitation, any thereof by telephone, telecopy, telex, telegram document or cable) conversation believed by it in good faith 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 the Borrowers or the Parent), independent accountants and other experts selected by the Agent. The Agent may deem and treat each Lender as Banks agree that the owner of its interest hereunder for all purposes hereof unless and until a written notice of the assignment, negotiation or transfer thereof shall have been given to the Agent in accordance with the provisions of this Agreement. The Agent shall be entitled to refrain from taking fully justified in failing or omitting refusing to take any action in connection with under this Agreement or any other Credit Loan Document (i) if such action or omission would, in the reasonable opinion of the Agent, violate any applicable law or any provision of this Agreement or any other Credit Document or (ii) unless and until it shall have received first receive such advice or concurrence of the Required Lenders (Majority Banks or, where a higher percentage of as required by Section 12.01, all the Lenders is expressly required hereunder, such Lenders) Banks as it deems appropriate or and, if it so requests, it shall first have been be indemnified to its satisfaction by the Lenders Banks against any and all liability and expense (other than liability and expense arising from its own gross negligence or willful misconduct) that which may be incurred by it by reason of taking, taking or continuing to take or omitting to take any such action. Without limiting the foregoingThe Agent shall in all cases be fully protected in acting, no Lender shall have any right of action whatsoever against the Agent as a result of the Agent's acting or in refraining from acting hereunder acting, under this Agreement or under any other Credit Loan Document in accordance with the instructions a request or consent of the Required Lenders (Majority Banks or, where a higher percentage of as required by Section 12.01 all the Lenders is expressly required hereunder, such Lenders)Banks, and such instructions request and any action taken or failure to act pursuant thereto shall be binding upon all of the Lenders Banks. (including all subsequent Lenders)b) For purposes of determining compliance with the conditions specified in Section 5.01 as it relates to the initial Borrowing and issuances of Letters of Credit on the Effective Date, each Bank that has executed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with each document or other matter either sent by the Agent to such Bank for consent, approval, acceptance or satisfaction, or required thereunder to be consented to or approved by or acceptable or satisfactory to such Bank, unless an officer of the Agent responsible for the transactions contemplated by the Loan Documents shall have received notice from such Bank prior to the initial Borrowing and issuances of Letters of Credit on the Effective Date specifying in reasonable detail its objection thereto and either such objection shall not have been withdrawn by notice to the Agent to that effect or such Bank shall not have made available to the Agent such Bank's ratable portion of such Borrowing.

Reliance by Agent. The Agent shall be entitled to rely, and shall be fully protected in relying, upon any Note, the other Loan Documents, writing, resolution, notice, consent, certificate, affidavit, letter, facsimile, telecopy, statement, consent order or other communication (including, without limitation, any thereof by telephone, telecopy, telex, telegram document or cable) conversation believed by it in good faith to be genuine and correct and to have been signed, sent or made by the proper Person or PersonsPersons and upon advice and statements of legal counsel (including, without limitation, counsel to Borrower or any of Borrower's Subsidiaries), independent accountants and other experts selected by Agent. The Agent may deem and treat each Lender the payee of any Note as the owner of its interest hereunder thereof for all purposes hereof unless and until a written notice of the assignment, negotiation or transfer thereof shall have been given to the Agent in accordance with the provisions of this Agreementpurposes. The Agent shall be entitled to refrain from taking fully justified in failing or omitting refusing to take any action in connection with under this Agreement Agreement, the Notes or any the other Credit Document (i) if such action or omission would, in the reasonable opinion of the Agent, violate any applicable law or any provision of this Agreement or any other Credit Document or (ii) Loan Documents unless and until it shall have received first receive such advice or concurrence of the Required Lenders (or, where a higher percentage in the case of the items set forth in subsection 11.1 hereof that require written consent of all Lenders, all Lenders is expressly required hereunder, such Lenders) as it deems appropriate or it shall first have been be indemnified to its satisfaction by the all Lenders against any and all liability and expense (other than liability and expense arising from its own gross negligence or willful misconduct) that which may be incurred by it by reason of taking, taking or continuing to take or omitting to take any such action. Without limiting the foregoingAgent shall in all cases be fully protected in acting, no Lender shall have any right of action whatsoever against the Agent as a result of the Agent's acting or in refraining from acting hereunder or acting, under any this Agreement, the Notes and the other Credit Document Loan Documents (i) in accordance with the instructions a request of the Required Lenders (or, where a higher percentage in the case of the Lenders is expressly required hereunderitems set forth in subsection 11.1 hereof that require written consent of all Lenders, such all Lenders), and such instructions request and any action taken or failure to act pursuant thereto shall be binding upon all Lenders and all future holders of the Lenders Notes or (including all subsequent Lenders)ii) in the absence of its own gross negligence or willful misconduct.

Reliance by Agent. (a) The Agent shall in all cases be entitled to rely, and shall be fully protected in relying, upon any notice, statement, consent document or other communication (including, without limitation, any thereof by telephone, telecopy, telex, telegram or cable) conversation believed by it in good faith to be genuine and correct and to have been signed, sent or made by the proper Person or Persons. The Agent may deem Persons and treat each Lender as upon advice and statements of legal counsel (including, without limitation, counsel to Seller), independent accountants and other experts selected by the owner of its interest hereunder for all purposes hereof unless and until a written notice of the assignment, negotiation or transfer thereof shall have been given to the Agent in accordance with the provisions of this AgreementAgent. The Agent shall in all cases be entitled to refrain from taking fully justified in failing or omitting refusing to take any action in connection with under this Agreement or any other Credit Transaction Document (i) if such action or omission would, in the reasonable opinion of the Agent, violate any applicable law or any provision of this Agreement or any other Credit Document or (ii) unless and until it shall have received first receive such advice or concurrence of the Managing Agents, the Required Lenders (or, where a higher percentage Committed Purchasers or all of the Lenders is expressly required hereunderPurchasers, such Lenders) as applicable, as it deems appropriate or and it shall first have been be indemnified to its satisfaction by the Lenders against any Purchasers, provided that unless and all liability and expense (other than liability and expense arising from its own gross negligence or willful misconduct) that until the Agent shall have received such advice, the Agent may be incurred by it by reason of taking, continuing to take or omitting to take refrain from taking any such action. Without limiting the foregoing, no Lender shall have any right of action whatsoever against as the Agent as a result shall deem advisable and in the best interests of the Agent's acting Purchasers. The Agent shall in all cases be fully protected in acting, or in refraining from acting hereunder or under any other Credit Document acting, in accordance with the instructions a request of the Managing Agents, the Required Lenders (or, where a higher percentage Committed Purchasers or all of the Lenders is expressly required hereunderPurchasers, such Lenders)as applicable, and such instructions request and any action taken or failure to act pursuant thereto shall be binding upon all the Purchasers. (b) Each Managing Agent shall in all cases be entitled to rely, and shall be fully protected in relying, upon any 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, without limitation, counsel to Seller), independent accountants and other experts selected by such Managing Agent. Each Managing Agent shall in all cases be fully justified in failing or refusing to take any action under this Agreement or any other Transaction Document unless it shall first receive such advice or concurrence or the Purchasers in its related Purchase Group, as it deems appropriate and it shall first be indemnified to its satisfaction by such Purchasers, provided that unless and until such Managing Agent shall have received such advice, such Managing Agent may take or refrain from taking any action, as such Managing Agent shall deem advisable and in the best interests of the Lenders (including Purchasers in its related Purchase Group. Each Managing Agent shall in all subsequent Lenders)cases be fully protected in acting, or in refraining from acting, in accordance with a request of the Purchasers in its related Purchase Group, and such request and any action taken or failure to act pursuant thereto shall be finding upon all such Purchasers.

Reliance by Agent. (a) The Agent Agents shall be entitled to relyrely upon, and shall be fully protected in relyingnot incur any liability for relying upon, upon any notice, request, certificate, consent, statement, consent instrument, document or other communication writing (includingincluding any electronic message, without limitation, any thereof by telephone, telecopy, telex, telegram Internet or cableintranet posting or other distribution) believed by it in good faith to be genuine and correct and to have been signed, sent or otherwise authenticated by the proper Person. The Agents 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 or PersonsPerson, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making available of the Loans that by its terms must be fulfilled to the satisfaction of a Purchaser, the Agents may presume that such condition is satisfactory to such Purchaser unless the Agents shall have received written notice to the contrary from such Purchaser prior to making the Loans available. The Agent Agents may deem consult with legal counsel (who may be counsel for the Issuers), independent accountants, advisors and treat each Lender as the owner of its interest hereunder for all purposes hereof unless other experts selected by it, and until a written notice of the assignment, negotiation shall not be liable to any Purchaser or transfer thereof shall have been given to the Agent any action taken or not taken by it in accordance with the provisions advice of this Agreement. any such counsel, accountants, advisors or experts. (b) The Administrative Agent and the Collateral Agent shall be entitled to request written instructions, or clarification of any instruction, from the Required Purchasers (or such other number or percentage of the Purchasers as shall be expressly provided for in the Loan Documents) as to whether, and in what manner, it should exercise or refrain from taking exercising any right, power, authority or omitting to take any action in connection with this Agreement or any other Credit Document (i) if such action or omission would, in discretion and the reasonable opinion of Administrative Agent and the Agent, violate any applicable law or any provision of this Agreement or any other Credit Document or (ii) Collateral Agent may refrain from acting unless and until it shall have received such advice receives those written instructions or concurrence that clarification. In the absence of written instructions, the Required Lenders Administrative Agent or the Collateral Agent, as applicable, may act (or, where a higher percentage of the Lenders is expressly required hereunder, such Lendersor refrain from acting) as it deems appropriate or it shall first have been indemnified considers to its satisfaction by be in the Lenders against any and all liability and expense (other than liability and expense arising from its own gross negligence or willful misconduct) that may be incurred by it by reason of taking, continuing to take or omitting to take any such action. Without limiting the foregoing, no Lender shall have any right of action whatsoever against the Agent as a result best interests of the Agent's acting or refraining from acting hereunder or under any other Credit Document in accordance with the instructions of the Required Lenders (or, where a higher percentage of the Lenders is expressly required hereunder, such Lenders), and such instructions and any action taken or failure to act pursuant thereto shall be binding upon all of the Lenders (including all subsequent Lenders)Purchasers.

Reliance by Agent. The Agent shall be entitled to rely, and shall be fully protected in relying, upon any Note, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, consent order or other communication (including, without limitation, any thereof by telephone, telecopy, telex, telegram document or cable) conversation believed by it in good faith to be genuine and correct and to have been signed, sent or made by the proper Person or PersonsPersons and upon advice and statements of legal counsel (including counsel to the Borrowers), independent accountants and other experts selected by the Agent. The Agent may deem and treat each Lender the payee of any Note as the owner of its interest hereunder thereof for all purposes hereof unless and until a written notice of the assignment, negotiation or transfer thereof shall have been given to received by the Agent in accordance with the provisions of this AgreementAgent. The Agent shall be entitled to refrain from taking fully justified in failing or omitting refusing to take any action in connection with under this Agreement or any other Credit Loan Document (i) if such action to which the Agent is a party or omission would, in under which the reasonable opinion of the Agent, violate Agent is granted any applicable law right or any provision of this Agreement or any other Credit Document or (ii) remedy unless and until it shall have received first receive such advice or concurrence of the Required Lenders (or, where a higher percentage of the Lenders is expressly required hereunder, such Lenders) as it deems appropriate or it shall first have been indemnified to and contribution by each Lender of its satisfaction Percentage Share of costs reasonably expected by the Lenders against any and all liability and expense (other than liability and expense arising from its own gross negligence or willful misconduct) that may Agent to be incurred by it by reason of takingin connection therewith. The Agent shall in all cases be fully protected in acting, continuing or in refraining from acting, under this Agreement and the other Loan Documents to take which the Agent is a party or omitting to take any such action. Without limiting under which the foregoing, no Lender shall have Agent is granted any right of action whatsoever against the Agent as a result of the Agent's acting or refraining from acting hereunder or under any other Credit Document remedy in accordance with the instructions a request of the Required Lenders (or, where a higher percentage of the Lenders is expressly required hereunder, such Lenders), and such instructions . Such request and any action taken or failure to act pursuant thereto shall be binding upon the Lenders and all future holders of the Lenders (including all subsequent Lenders)Notes. In no event shall the Agent be required to take any action that exposes the Agent to liability or that is contrary to any Loan Document to which the Agent is a party or under which the Agent is granted any right or remedy or applicable Requirement of Law.

Reliance by Agent. The Agent shall be entitled to rely, and shall be fully protected in relying, upon any notice, statement, consent or other communication (including, without limitation, any thereof by telephone, telecopy, telex, telegram or cable) believed by it in good faith to be genuine and correct and to have been signed, sent or made by the proper Person or Persons. The Agent may deem and treat each Lender as the owner of its interest hereunder for all purposes hereof unless and until a written notice of the assignment, negotiation or transfer thereof shall have been given to the Agent in accordance with the provisions of this Agreement. The Agent shall be entitled to refrain from taking or omitting to take any action in connection with this Agreement or any other Credit Document (i) if such action or omission would, in the reasonable opinion of the Agent, violate any applicable law or any provision of this Agreement or any other Credit Document or (ii) unless and until it shall have received such advice or concurrence of the Required Lenders (or, where a higher percentage of the Lenders is expressly required hereunder, such Lenders) as it deems appropriate or it shall first have been indemnified to its satisfaction by the Lenders against any and all liability and expense (other than liability and expense arising from its own gross negligence or willful misconduct) that may be incurred by it by reason of taking, continuing to take or omitting to take any such action. Without limiting the foregoing, no Lender shall have any right of action whatsoever against the Agent as a result of the Agent's ’s acting or refraining from acting hereunder or under any other Credit Document in accordance with the instructions of the Required Lenders (or, where a higher percentage of the Lenders is expressly required hereunder, such Lenders), and such instructions and any action taken or failure to act pursuant thereto shall be binding upon all of the Lenders (including all subsequent Lenders).

Reliance by Agent. (a) The Agent shall in all cases be entitled to rely, and shall be fully protected in relying, upon any communication, signature, resolution, representation, notice, statementconsent, consent certificate, electronic mail message, affidavit, letter, telegram, facsimile, telex or telephone message, statement document, other communication (including, without limitation, any thereof by telephone, telecopy, telex, telegram writing or cable) conversation believed by it in good faith to be genuine and correct and to have been signed, sent or made by the proper Person or Persons. The Agent may deem and treat each Lender as the owner upon advice and statements of its interest hereunder for all purposes hereof unless and until a written notice of the assignment, negotiation or transfer thereof shall have been given legal counsel (including counsel to the Agent in accordance with SIRVA Entities), independent accountants and other experts selected by the provisions of this AgreementAgent. The Agent shall in all cases be entitled to refrain from taking fully justified in failing or omitting refusing to take any action in connection with this Agreement or under any other Credit Transaction Document (i) if such action or omission would, in the reasonable opinion of the Agent, violate any applicable law or any provision of this Agreement or any other Credit Document or (ii) unless and until it shall have received first receive such advice or concurrence of the Required Lenders (orPurchasers, where a higher percentage and assurance of the Lenders is expressly required hereunderits indemnification, such Lenders) as it deems appropriate appropriate. (b) The Agent shall in all cases be fully protected in acting, or it shall first have been indemnified to its satisfaction by the Lenders against any and all liability and expense (other than liability and expense arising from its own gross negligence or willful misconduct) that may be incurred by it by reason of taking, continuing to take or omitting to take any such action. Without limiting the foregoing, no Lender shall have any right of action whatsoever against the Agent as a result of the Agent's acting or in refraining from acting hereunder or acting, under any other Credit Document this Agreement in accordance with the instructions a request of the Required Lenders (or, where a higher percentage of the Lenders is expressly required hereunder, such Lenders)Purchasers, and such instructions request and any action taken or failure to act pursuant thereto shall be binding upon all Purchasers. (c) The Required Purchasers shall be entitled to request or direct the Agent to take action, or refrain from taking action, under this Agreement on behalf of the Lenders Purchasers; provided that the Agent shall not be required to comply with any such request or direction it believes to be inconsistent with the Transaction Documents or applicable law or that could be expected to subject the Agent to any expense for which it would not be reimbursed or any liability. The Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement in accordance with a request of the Required Purchasers and such request and any action taken or failure to act pursuant thereto shall be binding upon all Purchasers. 38 Receivables Sale Agreement (including d) Unless otherwise advised in writing by the Agent or by any Purchaser, each party to this Agreement may assume that (i) the Agent is acting for the benefit of each of the Purchasers, as well as for the benefit of each assignee or other transferee from any such Person, and (ii) each action taken by the Agent has been duly authorized and approved by all subsequent Lenders)necessary action on the part of the Purchasers. The Required Purchasers shall have the right to designate a new Agent to act on its behalf and on behalf of its assignees and transferees for purposes of this Agreement by giving to the Agent written notice thereof signed by such Required Purchaser(s) and the newly designated Agent. Such notice shall be effective when receipt thereof is acknowledged by the Agent, which acknowledgment the Agent shall not unreasonably delay giving, and thereafter the party named as such therein shall be Agent under this Agreement. The Agent and the Purchasers shall agree amongst themselves as to the circumstances and procedures for removal and resignation of the Agent.

Reliance by Agent. (a) The Lenders agree that Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, resolution, notice, statementconsent, consent certificate, affidavit, letter, telegram, facsimile, telex or telephone message, statement or other communication (including, without limitation, any thereof by telephone, telecopy, telex, telegram document or cable) conversation believed by it in good faith 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), independent accountants and other experts selected by Agent. Agent may at any time request instructions from the Lenders with respect to actions or approvals (including the failure to act or approve) which by the terms of any of the Loan Documents Agent is permitted or required to take or to grant. The Agent may deem and treat each Lender as the owner of its interest hereunder for all purposes hereof unless and until a written notice of the assignment, negotiation or transfer thereof shall have been given to the Agent in accordance with the provisions of this Agreement. The Lenders agree that Agent shall be entitled to refrain from taking fully justified in failing or omitting refusing to take any action in connection with under this Agreement or any other Credit Loan Document (i) if such action or omission would, in the reasonable opinion of the Agent, violate any applicable law or any provision of this Agreement or any other Credit Document or (ii) unless and until it shall have received first receive such advice or concurrence of the Required Lenders (or, where a higher percentage of the Lenders is expressly required hereunder, such Lenders) as it deems appropriate or and, if it so requests, it shall first have been be indemnified to its satisfaction by the Lenders against any and all liability and expense (other than liability and expense arising from its own gross negligence or willful misconduct) that which may be incurred by it by reason of taking, taking or continuing to take or omitting to take any such action. Without limiting the foregoingThe Lenders agree that Agent shall in all cases be fully protected in acting, no Lender shall have any right of action whatsoever against the Agent as a result of the Agent's acting or in refraining from acting hereunder acting, under this Agreement or under any other Credit Loan Document in accordance with the instructions a request or consent of the Required Lenders (or, where a higher percentage of the Lenders is expressly required hereunder, such Lenders), and such instructions request or consent and any action taken or failure to act pursuant thereto shall be binding upon all of the Lenders Lenders. (including all subsequent Lenders)b) For purposes of determining compliance with the conditions specified in Sections 6.1 and 6.2, each Lender that has executed 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 the Lender, unless an officer of Agent, responsible for the transactions contemplated by the Loan Documents shall have received notice from the Lender prior to the initial Borrowing specifying in reasonable detail its objection thereto and either such objection shall not have been withdrawn by notice to Agent to that effect, or the Lender shall not have made available to Agent the Lender's ratable portion of such Borrowing.

Reliance by Agent. The Agent shall be entitled to rely, and shall be fully protected in relying, upon any note, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, consent order or other communication (including, without limitation, any thereof by telephone, telecopy, telex, telegram document or cable) conversation believed by it in good faith to be genuine and correct and to have been signed, sent or made by the proper Person or PersonsPersons and upon advice and statements of legal counsel (including, without limitation, counsel to the Borrowers), independent accountants and other experts selected by the Agent. The Agent may deem and treat each Lender the payee of any Note as the owner of its interest hereunder thereof for all purposes hereof unless and until a written the Agent shall have actual notice of the assignment, negotiation or transfer thereof shall have been given to the Agent in accordance with the provisions of this Agreementany transferee. The Agent shall be entitled to refrain from taking fully justified in failing or omitting refusing to take any action in connection with under this Agreement or any and the other Credit Document (i) if such action or omission would, in the reasonable opinion of the Agent, violate any applicable law or any provision of this Agreement or any other Credit Document or (ii) Transaction Documents unless and until it shall have received first receive such advice or concurrence of the Required Lenders (or, where a higher percentage of the Lenders is when expressly required hereunderhereby, such Lendersall the Holders) as it deems appropriate appropriate, if any, or it shall first have been be indemnified to its satisfaction by the Holders and Lenders against any and all liability and expense (other than liability and expense arising from its own gross negligence or willful misconduct) that which may be incurred by it by reason of taking, taking or continuing to take or omitting to take any such actionaction except for its own gross negligence or willful misconduct (each as determined in a final, non-appealable judgment by a court of competent jurisdiction). Without limiting the foregoingThe Agent shall in all cases be fully protected in acting, no Lender shall have any right of action whatsoever against the Agent as a result of the Agent's acting or in refraining from acting hereunder or acting, under any this Agreement and the other Credit Document Transaction Documents in accordance with the instructions a request of the Required Lenders (or, where a higher percentage of the Lenders is when expressly required hereunderhereby, such Lendersall the Holders), and such instructions request and any action taken or failure to act pursuant thereto shall be binding upon all the Holders and Lenders and all future Holders and Lenders. Without limiting the foregoing, Agent: (a) shall not be responsible or otherwise incur liability for any action or omission taken in reliance upon the instructions of the Required Lenders or for the actions or omissions of any of its Related Parties selected with reasonable care (other than employees, officers and directors of Agent, when acting on behalf of Agent); (b) shall not be responsible to any Lender, Holder or other Person for the due execution, legality, validity, enforceability, effectiveness, genuineness, sufficiency or value of, or the attachment, perfection or priority of any Lien created or purported to be created under or in connection with, any Transaction Document; and (c) makes no warranty or representation, and shall not be responsible, to any Lender, Holder or other Person for any statement, document, information, representation or warranty made or furnished by or on behalf of any Credit Party or any Related Party of any Credit Party in connection with any Transaction Document or any transaction contemplated therein or any other document or information with respect to any Credit Party, whether or not transmitted or omitted to be transmitted by Agent, including all subsequent Lenders)as to completeness, accuracy, scope or adequacy thereof, or for the scope, nature or results of any due diligence performed by Agent in connection with the Transaction Documents; and, for each of the items set forth in clauses (a) through (c) above, each Lender, Holder and Credit Party hereby waives and agrees not to assert (and Borrowers shall cause each other Credit Party to waive and agree not to assert) any right, claim or cause of action it might have against Agent based thereon.

Reliance by Agent. (a) The Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, resolution, notice, statementconsent, consent certificate, affidavit, letter, facsimile, or telephone message, statement or other communication (including, without limitation, any thereof by telephone, telecopy, telex, telegram document or cable) conversation believed by it in good faith to be genuine and correct and to have been signed, sent or made by the proper Person or Persons. The Agent may deem Persons and treat each Lender as the owner upon any advice and sf712790 62 statements of its interest hereunder for all purposes hereof unless and until a written notice of the assignment, negotiation or transfer thereof shall have been given legal counsel (including counsel to the Agent in accordance with Company), independent accountants and other experts selected by the provisions of this AgreementAgent. The Agent shall be entitled to refrain from taking fully justified in failing or omitting refusing to take any action in connection with under this Agreement or any other Credit Loan Document (i) if such action or omission would, in the reasonable opinion of the Agent, violate any applicable law or any provision of this Agreement or any other Credit Document or (ii) unless and until it shall have received first receive such advice or concurrence of the Required Lenders (or, where a higher percentage of the Lenders is expressly required hereunder, such Lenders) as it deems appropriate or and, if it so requests, it shall first have been be indemnified to its satisfaction by the Lenders against any and all liability and expense (other than liability and expense arising from its own gross negligence or willful misconduct) that which may be incurred by it by reason of taking, taking or continuing to take or omitting to take any such action. Without limiting Except to the foregoingextent expressly provided in Section 12.02, no Lender shall have any right of action whatsoever against the Agent as a result of the Agent's acting shall in all cases be fully protected in acting, or in refraining from acting hereunder acting, under this Agreement or under any other Credit Loan Document in accordance with a request or the instructions consent of the Required Lenders (or, where a higher percentage of the Lenders is expressly required hereunder, such Lenders), and such instructions request or consent and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the Loans or any portion thereof. (b) For purposes of determining compliance with the conditions specified in Sections 7.01 and 7.02, each Lender 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 the Lenders (including all subsequent Lenders)unless an officer of the Agent responsible for the transactions contemplated by the Loan Documents shall have received notice from such Lender prior to the initial Borrowing specifying its objection thereto and either such objection shall not have been withdrawn by notice to the Agent to that effect or such Lender shall not have made available to the Agent such Lender's Commitment Percentage of such Borrowing.

Reliance by Agent. (a) The Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, resolution, notice, statementconsent, consent certificate, affidavit, letter, facsimile, or telephone message, statement or other communication (including, without limitation, any thereof by telephone, telecopy, telex, telegram document or cable) conversation believed by it in good faith to be genuine and correct and to have been signed, sent or made by the proper Person or Persons. The Agent may deem Persons and treat each Lender as the owner upon any advice and statements of its interest hereunder for all purposes hereof unless and until a written notice of the assignment, negotiation or transfer thereof shall have been given legal counsel (including counsel to the Agent in accordance with Company), independent accountants and other experts selected by the provisions of this AgreementAgent. The Agent shall be entitled to refrain from taking fully justified in failing or omitting refusing to take any action in connection with under this Agreement or any other Credit Loan Document (i) if such action or omission would, in the reasonable opinion of the Agent, violate any applicable law or any provision of this Agreement or any other Credit Document or (ii) unless and until it shall have received first receive such advice or concurrence of the Required Lenders (or, where a higher percentage of the Lenders is expressly required hereunder, such Lenders) as it deems appropriate or and, if it so requests, it shall first have been be indemnified to its satisfaction by the Lenders against any and all liability and expense (other than liability and expense arising from its own gross negligence or willful misconduct) that which may be incurred by it by reason of taking, taking or continuing to take or omitting to take any such action. Without limiting Except to the foregoingextent expressly provided in Section 12.02, no Lender shall have any right of action whatsoever against ------------- the Agent as a result of the Agent's acting shall in all cases be fully protected in acting, or in refraining from acting hereunder acting, under this Agreement or under any other Credit Loan Document in accordance with a request or the instructions consent of the Required Lenders (or, where a higher percentage of the Lenders is expressly required hereunder, such Lenders), and such instructions request or consent and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the Loans or any portion thereof. (b) For purposes of determining compliance with the conditions specified in Sections 7.01 and 7.02, each Lender 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 the Lenders (including all subsequent Lenders)unless an officer of the Agent responsible for the transactions contemplated by the Loan Documents shall have received notice from such Lender prior to the initial Borrowing specifying its objection thereto and either such objection shall not have been withdrawn by notice to the Agent to that effect or such Lender shall not have made available to the Agent such Lender's Commitment Percentage of such Borrowing.

Reliance by Agent. The Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, resolution, notice, statementconsent, consent certificate, affidavit, letter, telegram, telefacsimile or other communication (includingelectronic method of transmission, without limitationtelex or telephone message, any thereof by telephone, telecopy, telex, telegram statement or cable) other document or conversation believed by it in good faith to be genuine and correct and to have been signed, sent 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. The Agent may deem and treat each Lender as the owner of its interest hereunder for all purposes hereof unless and until a written notice of the assignment, negotiation or transfer thereof shall have been given to the Agent in accordance with the provisions of this Agreement. The Agent shall be entitled to refrain from taking fully justified in failing or omitting refusing to take any action in connection with under this Agreement or any other Credit Loan Document (i) if such action or omission would, in the reasonable opinion of the Agent, violate any applicable law or any provision of this Agreement or any other Credit Document or (ii) unless and until it Agent shall have received first receive such advice or concurrence of the Required Lenders (or, where a higher percentage of the Lenders is expressly required hereunder, such Lenders) as it deems appropriate and until such instructions are received, Agent shall act, or refrain from acting, as it deems advisable. Agent shall not 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 Agent is required to exercise as directed in writing by the Required Lenders. If Agent so requests, it shall first have been be indemnified to its reasonable satisfaction by the Lenders against any and all liability and expense (other than liability and expense arising from its own gross negligence or willful misconduct) that may be incurred by it by reason of taking, taking or continuing to take or omitting to take any such action. Without limiting the foregoingAgent shall in all cases be fully protected in acting, no Lender shall have any right of action whatsoever against the Agent as a result of the Agent's acting or in refraining from acting hereunder acting, under this Agreement or under any other Credit Loan Document in accordance with the instructions a request or consent of the Required Lenders (or, where a higher percentage of the Lenders is expressly required hereunder, such Lenders), and such instructions request and any action taken or failure to act pursuant thereto shall be binding upon all of the Lenders. In determining compliance with any condition hereunder to the making of a Loan, that by its terms must be fulfilled to the satisfaction of the Lenders, Agent may presume that such condition is satisfactory to the Lenders (including all subsequent Lenders)unless Agent shall have received notice to the contrary from the Lenders prior to the making of such Loan.

Reliance by Agent. The Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, resolution, notice, request, consent, certificate, affidavit, opinion, letter, cablegram, telegram, fax, telex or teletype message, statement, consent order or other communication (including, without limitation, any thereof by telephone, telecopy, telex, telegram document or cable) conversation reasonably believed by it in good faith to be genuine and correct and to have been signed, sent or made by the proper Person or PersonsPersons and upon advice and statements of legal counsel (including counsel to the Company), independent accountants and other experts selected by the Agent. The Agent may deem and treat each Lender Lender, or the Person designated in the last notice filed under Section 12.7, as the owner holder of all of the interests of such Lender in its interest hereunder for all purposes hereof unless and Loans until a written notice of transfer, signed by such Lender (or the assignmentPerson designated in the last notice filed with the Agent) and by the Person designated in such written notice of transfer, negotiation or transfer thereof in form and substance satisfactory to the Agent, shall have been given to filed with the Agent and all requirements of Section 12.7 have been satisfied. The Agent shall not be under any duty to examine or pass upon the validity, effectiveness or genuineness of the Loan Documents or any instrument, document or communication furnished pursuant thereto or in accordance with connection therewith, and the provisions of this AgreementAgent shall be entitled to assume that the same are valid, effective and genuine, have been signed or sent by the proper parties -70- 71 and are what they purport to be. The Agent shall be entitled to refrain from taking fully justified in failing or omitting refusing to take any action in connection with this Agreement or any other Credit Document (i) if such action or omission would, in not expressly required under the reasonable opinion of the Agent, violate any applicable law or any provision of this Agreement or any other Credit Document or (ii) Loan Documents unless and until it shall have received first receive such advice or concurrence of the Required Lenders (or, where a higher percentage of the Lenders is expressly required hereunder, such Lenders) as it deems appropriate appropriate. The Agent shall in all cases be fully protected in acting, or it shall first have been indemnified to its satisfaction by the Lenders against any and all liability and expense (other than liability and expense arising from its own gross negligence or willful misconduct) that may be incurred by it by reason of taking, continuing to take or omitting to take any such action. Without limiting the foregoing, no Lender shall have any right of action whatsoever against the Agent as a result of the Agent's acting or in refraining from acting hereunder or acting, under any other Credit Document the Loan Documents in accordance with the instructions a request of the Required Lenders (or, where a higher percentage of the Lenders is expressly if required hereunderby Section 12.1, such all Lenders), and such instructions request and any action taken or failure to act pursuant thereto shall be binding upon the Credit Parties, all the Lenders and all future holders of the Lenders (including all subsequent Lenders)Loans.

Reliance by Agent. The Agent shall be entitled to rely, and shall be fully protected in relying, upon any notice, statement, consent or other communication (including, without limitation, any thereof by telephone, telecopy, telex, telegram or cable) believed by it in good faith to be genuine and correct and to have been signed, sent or made by the proper Person or Persons. The Agent may deem and treat each Lender as the owner of its interest hereunder for all purposes hereof unless and until a written notice of the assignment, negotiation or transfer thereof shall have been given to the Agent in accordance with the provisions of this Agreement. The Agent shall be entitled to refrain from taking or omitting to take any action in connection with this Agreement or any other Credit Document (i) if such action or omission would, in the reasonable opinion of the Agent, violate any applicable law Applicable Law or any provision of this Agreement or any other Credit Document or (ii) unless and until it shall have received such advice or concurrence of the Required Lenders (or, where a higher percentage of the Lenders is expressly required hereunder, such Lenders) as it deems appropriate or it shall first have been indemnified to its satisfaction by the Lenders against any and all liability and expense (other than liability and expense arising from its own gross negligence or willful misconduct) that may be incurred by it by reason of taking, continuing to take or omitting to take any such action. Without limiting the foregoing, no Lender shall have any right of action whatsoever against the Agent as a result of the Agent's acting or refraining from acting hereunder or under any other Credit Document in accordance with the instructions of the Required Lenders (or, where a higher percentage of the Lenders is expressly required hereunder, such Lenders), and such instructions and any action taken or failure to act pursuant thereto shall be binding upon all of the Lenders (including all subsequent Lenders).

Reliance by Agent. (a) The Agent shall in all cases be entitled to rely, and shall be fully protected in relying, upon any noticedocument, statement, consent other writing or other communication (including, without limitation, any thereof by telephone, telecopy, telex, telegram or cable) conversation believed by it in good faith to be genuine and correct and to have been signed, sent or made by the proper Person or Persons. The Agent may deem and treat each Lender as the owner upon advice and statements of its interest hereunder for all purposes hereof unless and until a written notice of the assignment, negotiation or transfer thereof shall have been given legal counsel (including counsel to the Agent in accordance with Seller), independent accountants and other experts selected by the provisions of this AgreementAgent. The Agent shall in all cases be entitled to refrain from taking fully justified in failing or omitting refusing to take any action in connection with this Agreement or under any other Credit Transaction Document (i) if such action or omission would, in the reasonable opinion of the Agent, violate any applicable law or any provision of this Agreement or any other Credit Document or (ii) unless and until it shall have received first receive such advice or concurrence of the Required Lenders (orPurchasers, where a higher percentage and assurance of the Lenders is expressly required hereunderits indemnification, such Lenders) as it deems appropriate appropriate. (b) The Agent shall in all cases be fully protected in acting, or it shall first have been indemnified to its satisfaction by the Lenders against any and all liability and expense (other than liability and expense arising from its own gross negligence or willful misconduct) that may be incurred by it by reason of taking, continuing to take or omitting to take any such action. Without limiting the foregoing, no Lender shall have any right of action whatsoever against the Agent as a result of the Agent's acting or in refraining from acting hereunder or acting, under any other Credit Document this Agreement in accordance with the instructions a request of the Required Lenders (or, where a higher percentage of the Lenders is expressly required hereunder, such Lenders)Purchasers, and such instructions request and any action taken or failure to act pursuant thereto shall be binding upon all Purchasers. (c) Purchasers holding more than 50% of the Lenders Commitments (including each, a “Voting Block”), shall be required to request or direct the Agent to take action, or refrain from taking action, under this Agreement on behalf of the Purchasers. The Agent shall in all subsequent Lenders)cases be fully protected in acting, or in refraining from acting, under this Agreement in accordance with a request of the Voting Block, and such request and any action taken or failure to act pursuant thereto shall be binding upon all Purchasers. (d) Unless otherwise advised in writing by the Agent or by any Purchaser, each party to this Agreement may assume that (i) the Agent is acting for the benefit of each of the Purchasers, as well as for the benefit of each assignee or other transferee from any such Person, and (ii) each action taken by the Agent has been duly authorized and approved by all necessary action on the part of the Purchasers. The Purchasers shall have the right to designate a new Agent to act on its behalf and on behalf of its assignees and transferees for purposes of this Agreement by giving to the Agent written notice thereof signed by such Purchaser(s) and the newly designated Agent. Such notice shall be effective when receipt thereof is acknowledged by the Agent, which acknowledgment the Agent shall not unreasonably delay giving, and thereafter the party named as such therein shall be Agent under this Agreement. The Agent and the Purchasers shall agree amongst themselves as to the circumstances and procedures for removal and resignation of the Agent.

Reliance by Agent. The Agent shall be entitled to rely, and shall be fully protected in relying, upon any notice, statement, consent or other communication (including, without limitation, any thereof by telephone, telecopy, telex, telegram or cable) believed by it in good faith to be genuine and correct and to have been signed, sent or made by the proper Person or Persons. The Agent may deem and treat each Lender as the owner of its interest hereunder for all purposes hereof unless and until a written notice of the assignment, negotiation or transfer thereof shall have been given to the Agent in accordance with the provisions of this Agreement. The Agent shall be entitled to refrain from taking or omitting to take any action in connection with this Agreement or any other Credit Document (i) if such action or omission would, in the reasonable opinion of the Agent, violate any applicable law Law or any provision of this Agreement or any other Credit Document or (ii) unless and until it shall have received such advice or concurrence of the Required Lenders (or, where a higher percentage of the Lenders is expressly required hereunder, such Lenders) as it deems appropriate or it shall first have been indemnified to its satisfaction by the Lenders against any and all liability and expense (other than liability and expense arising from its own gross negligence or willful misconduct) that may be incurred by it by reason of taking, continuing to take or omitting to take any such action. Without limiting the foregoing, no Lender shall have any the right of action whatsoever against the Agent as a result of the Agent's acting or refraining from acting hereunder or under any other Credit Document in accordance with the instructions of the Required Lenders (or, where a higher percentage of the Lenders is expressly required hereunder, such Lenders), and such instructions and any action taken or failure to act pursuant thereto shall be binding upon all of the Lenders (including all subsequent Lenders).

Reliance by Agent. The Agent shall be entitled to rely, and shall be fully protected in relying, upon any note, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, consent order or other communication (including, without limitation, any thereof by telephone, telecopy, telex, telegram document or cable) conversation believed by it in good faith to be genuine and correct and to have been signed, sent or made by the proper Person or PersonsPersons and upon advice and statements of legal counsel (including, without limitation, counsel to the Borrower), independent accountants and other experts selected by the Agent. The Agent may deem and treat each Lender the payee of any Note as the owner of its interest hereunder thereof for all purposes hereof unless and until a written the Agent shall have actual notice of the assignment, negotiation or transfer thereof shall have been given to the Agent in accordance with the provisions of this Agreementany transferee. The Agent shall be entitled to refrain from taking fully justified in failing or omitting refusing to take any action in connection with under this Agreement or any and the other Credit Document (i) if such action or omission would, in the reasonable opinion of the Agent, violate any applicable law or any provision of this Agreement or any other Credit Document or (ii) Transaction Documents unless and until it shall have received first receive such advice or concurrence of the Required Lenders (or, where a higher percentage of the Lenders is when expressly required hereunderhereby, such Lendersall the Holders) as it deems appropriate appropriate, if any, or it shall first have been be indemnified to its satisfaction by the Holders and Lenders against any and all liability and expense (other than liability and expense arising from its own gross negligence or willful misconduct) that which may be incurred by it by reason of taking, taking or continuing to take or omitting to take any such actionaction except for its own gross negligence or willful misconduct (each as determined in a final, non-appealable judgment by a court of competent jurisdiction). Without limiting the foregoingThe Agent shall in all cases be fully protected in acting, no Lender shall have any right of action whatsoever against the Agent as a result of the Agent's acting or in refraining from acting hereunder or acting, under any this Agreement and the other Credit Document Transaction Documents in accordance with the instructions a request of the Required Lenders (or, where a higher percentage of the Lenders is when expressly required hereunderhereby, such Lendersall the Holders), and such instructions request and any action taken or failure to act pursuant thereto shall be binding upon all the Holders and Lenders and all future Holders and Lenders. Without limiting the foregoing, Agent: (a) shall not be responsible or otherwise incur liability for any action or omission taken in reliance upon the instructions of the Required Lenders or for the actions or omissions of any of its Related Parties selected with reasonable care (other than employees, officers and directors of Agent, when acting on behalf of Agent); (b) shall not be responsible to any Lender, Holder or other Person for the due execution, legality, validity, enforceability, effectiveness, genuineness, sufficiency or value of, or US_142974558 the attachment, perfection or priority of any Lien created or purported to be created under or in connection with, any Transaction Document; and (c) makes no warranty or representation, and shall not be responsible, to any Lender, Holder or other Person for any statement, document, information, representation or warranty made or furnished by or on behalf of any Credit Party or any Related Party of any Credit Party in connection with any Transaction Document or any transaction contemplated therein or any other document or information with respect to any Credit Party, whether or not transmitted or omitted to be transmitted by Agent, including all subsequent Lenders)as to completeness, accuracy, scope or adequacy thereof, or for the scope, nature or results of any due diligence performed by Agent in connection with the Transaction Documents; and, for each of the items set forth in clauses (a) through (c) above, each Lender, Holder and Credit Party hereby waives and agrees not to assert (and Borrower shall cause each other Credit Party to waive and agree not to assert) any right, claim or cause of action it might have against Agent based thereon.

Reliance by Agent. The Agent shall be entitled to rely, and shall be fully protected in relying, upon any notice, statement, consent or other communication (including, without limitation, any thereof by telephone, telecopy, telex, telegram or cable) believed by it in good faith to be genuine and correct and to have been signed, sent or made by the proper Person or Persons. The Agent may deem and treat each Lender as the owner of its interest hereunder for all purposes hereof unless and until a written notice of the assignment, negotiation or transfer thereof shall have been given to the Agent in accordance with the provisions of this Agreement. The Agent shall be entitled to refrain from taking or omitting to take any action in connection with this 76 83 Agreement or any other Credit Document (i) if such action or omission would, in the reasonable opinion of the Agent, violate any applicable law or any provision of this Agreement or any other Credit Document or (ii) unless and until it shall have received such advice or concurrence of the Required Lenders (or, where a higher percentage of the Lenders is expressly required hereunder, such Lenders) as it deems appropriate or it shall first have been indemnified to its satisfaction by the Lenders against any and all liability and expense (other than liability and expense arising from its own gross negligence or willful misconduct) that may be incurred by it by reason of taking, continuing to take or omitting to take any such action. Without limiting the foregoing, no Lender shall have any right of action whatsoever against the Agent as a result of the Agent's acting or refraining from acting hereunder or under any other Credit Document in accordance with the instructions of the Required Lenders (or, where a higher percentage of the Lenders is expressly required hereunder, such Lenders), and such instructions and any action taken or failure to act pursuant thereto shall be binding upon all of the Lenders (including all subsequent Lenders).

Reliance by Agent. The Agent shall be entitled to rely, and shall be fully protected in relying, upon any certification, notice, statementinstrument, consent writing, or other communication (including, without limitation, any thereof by telephone, telecopy, telex, telegram telephone or cabletelefacsimile) believed by it in good faith to be genuine and correct and to have been signed, sent or made by or on behalf of the proper Person or Persons, and upon advice and statements of legal counsel (including counsel for the Guarantor and the Borrowers), independent accountants, and other experts selected by the Agent. The Agent may deem and treat each Lender the payee of any Note as the owner of its interest hereunder holder thereof for all purposes hereof unless and until a written notice of the assignment, negotiation or transfer thereof shall have been given to the Agent receives and accepts an Assignment and Assumption executed in accordance with the provisions of Section 12.1 hereof. As to any matters not expressly provided for by this Agreement. The , the Agent shall not be entitled required to exercise any discretion or take any action, but shall be required to act or to refrain from taking acting (and shall be fully protected in so acting or omitting refraining from acting) upon the instructions of the Required Lenders, and such instructions shall be binding on all of the Lenders; provided, however, that the Agent shall not be required to take any action in connection with this Agreement that exposes the Agent to personal liability or that is contrary to any other Credit Loan Document (i) if such action or omission would, in the reasonable opinion of the Agent, violate any applicable law or any provision of this Agreement or any other Credit Document or (ii) unless and until it shall have received such advice or concurrence of the Required Lenders (or, where a higher percentage of the Lenders is expressly required hereunder, such Lenders) as it deems appropriate or it shall first have been be indemnified to its satisfaction by the Lenders against any and all liability and expense (other than liability and expense arising from its own gross negligence or willful misconduct) that which may be incurred by it by reason of taking, continuing to take or omitting to take taking any such action. Without limiting For purposes of determining compliance with the foregoingconditions specified in Section 5.1 hereof, no each Lender 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 Lender unless the Agent shall have any right of action whatsoever against received notice from such Lender prior to the Agent as a result of the Agent's acting or refraining from acting hereunder or under any other Credit Document in accordance with the instructions of the Required Lenders (or, where a higher percentage of the Lenders is expressly required hereunder, such Lenders), and such instructions and any action taken or failure to act pursuant thereto shall be binding upon all of the Lenders (including all subsequent Lenders)proposed Closing Date specifying its objection thereto.

Reliance by Agent. (a) The Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, resolution, notice, statementconsent, consent certificate, affidavit, letter, facsimile, or telephone message, statement or other communication (including, without limitation, any thereof by telephone, telecopy, telex, telegram document or cable) conversation believed by it in good faith to be genuine and correct and to have been signed, sent or made by the proper Person or Persons. The Agent may deem Persons and treat each Lender as the owner upon any advice and statements of its interest hereunder for all purposes hereof unless and until a written notice of the assignment, negotiation or transfer thereof shall have been given legal counsel (including counsel to the Agent in accordance with Company), independent accountants and other experts selected by the provisions of this AgreementAgent. The Agent shall be entitled to refrain from taking fully justified in failing or omitting refusing to take any action in connection with under this Agreement or any other Credit Loan Document (i) if such action or omission would, in the reasonable opinion of the Agent, violate any applicable law or any provision of this Agreement or any other Credit Document or (ii) unless and until it shall have received first receive such advice or concurrence of the Required Lenders (or, where a higher percentage of the Lenders is expressly required hereunder, such Lenders) as it deems appropriate or and, if it so requests, it shall first have been be indemnified to its satisfaction by the Lenders against any and all liability and expense (other than liability and expense arising from its own gross negligence or willful misconduct) that which may be incurred by it by reason of taking, taking or continuing to take or omitting to take any such action. Without limiting Except to the foregoingextent expressly provided in Section 12.02, no Lender shall have any right of action whatsoever against the Agent as a result of the Agent's acting shall in all cases be fully protected in acting, or in refraining from acting hereunder acting, under this Agreement or under any other Credit Loan Document in accordance with a request or the instructions consent of the Required Lenders (or, where a higher percentage of the Lenders is expressly required hereunder, such Lenders), and such instructions request or consent and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the Loans or any portion thereof. (b) For purposes of determining compliance with the conditions specified in Sections 7.01 and 7.02, each Lender 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 the Lenders (including all subsequent Lenders).unless an officer of the Agent responsible for the transactions contemplated by the Loan Documents shall have received notice from such Lender prior to the initial Borrowing specifying its objection thereto and either such objection shall not have been withdrawn by notice to the Agent to that effect or such Lender shall not have made available to the Agent such Lender's Commitment Percentage of such Borrowing. -58

Reliance by Agent. The Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, resolution, notice, statementconsent, consent certificate, affidavit, letter, telegram, telefacsimile or other communication (includingelectronic method of transmission, without limitationtelex or telephone message, any thereof by telephone, telecopy, telex, telegram statement or cable) other document or conversation believed by it in good faith to be genuine and correct and to have been signed, sent 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. The Agent may deem and treat each Lender as the owner of its interest hereunder for all purposes hereof unless and until a written notice of the assignment, negotiation or transfer thereof shall have been given to the Agent in accordance with the provisions of this Agreement. The Agent shall be entitled to refrain from taking fully justified in failing or omitting refusing to take any action in connection with under this Agreement or any other Credit Loan Document (i) if such action or omission would, in the reasonable opinion of the Agent, violate any applicable law or any provision of this Agreement or any other Credit Document or (ii) unless and until it Agent shall have received first receive such advice or concurrence of the Required Lenders (or, where a higher percentage of the Lenders is expressly required hereunder, such Lenders) as it deems appropriate and until such instructions are received, Agent shall act, or refrain from acting, as it deems advisable. Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly 61 contemplated hereby or by the other Loan Documents that Agent is required to exercise as directed in writing by the Required Lenders. If Agent so requests, it shall first have been be indemnified to its reasonable satisfaction by the Lenders against any and all liability and expense (other than liability and expense arising from its own gross negligence or willful misconduct) that may be incurred by it by reason of taking, taking or continuing to take or omitting to take any such action. Without limiting the foregoingAgent shall in all cases be fully protected in acting, no Lender shall have any right of action whatsoever against the Agent as a result of the Agent's acting or in refraining from acting hereunder acting, under this Agreement or under any other Credit Loan Document in accordance with the instructions a request or consent of the Required Lenders (or, where a higher percentage of the Lenders is expressly required hereunder, such Lenders), and such instructions request and any action taken or failure to act pursuant thereto shall be binding upon all of the Lenders. In determining compliance with any condition hereunder to the making of a Loan, that by its terms must be fulfilled to the satisfaction of the Lenders, Agent may presume that such condition is satisfactory to the Lenders (including all subsequent Lenders)unless Agent shall have received notice to the contrary from the Lenders prior to the making of such Loan.

Reliance by Agent. The Agent Agents shall be entitled to relyrely upon, and shall be fully protected in relyingnot incur any liability for relying upon, upon any notice, request, certificate, consent, statement, consent instrument, document, order, judgment or other communication writing (includingincluding any electronic message, without limitation, any thereof by telephone, telecopy, telex, telegram Internet or cableintranet website posting or other distribution) believed by it in good faith to be genuine and correct and to have been signed, sent or otherwise authenticated by the proper Person. The Agents 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 or PersonsPerson, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan, that by its terms must be fulfilled to the satisfaction of a Lender, any 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 prior to the making of such Loan. The Agent Agents may deem consult with legal counsel (who may be counsel for the Borrower), independent accountants and treat each Lender as the owner of its interest hereunder for all purposes hereof unless other experts selected by it, and until a written notice of the assignment, negotiation or transfer thereof shall have been given to the Agent in accordance with the provisions of this Agreement. The Agent shall be entitled to rely on, 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. In addition, the Lenders hereby authorize Xxxx Xxxx Xxxxxxx Xxxxx & Xxxx LLP (“Akin”) to provide written directions (which may be made by electronic mail) to each Agent on behalf of the Required Lenders in regards to the Credit Documents and such other matters until such time as the Required Lenders or Xxxx advises the Agents in writing that Xxxx is no longer authorized to provide any written directions to the Agents on behalf of the Required Lenders. The giving of any such direction by Xxxx shall be deemed a reaffirmation by Xxxx that such authorization from the Required Xxxxxxx has been duly given. The Administrative Agent may rely on and act upon any such direction given by Xxxx and need not inquire as to the due authorization thereof. Notwithstanding the foregoing, to the extent any Agent determines that any direction from Akin requires any clarification or supplementation, such Agent shall promptly inform the Required Lenders or Akin, as applicable, of such determination and the Required Lenders or Akin, as applicable, shall promptly provide to such Agent one or more additional clarifying or supplementing directions. Until such time as such Agent receives such additional direction or directions from the Required Lenders or Akin, as applicable, such Agent shall be under no duty or obligation to take, or refrain from taking or omitting taking, any course of action for which such Agent has requested additional directions. Anything herein to take any action the contrary notwithstanding, whenever reference is made in connection with this Agreement or any other Credit Document to any action by, consent, designation, specification, requirement or approval of, notice, request or other communication from, or other direction given or action to be undertaken or to be (ior not to be) if such action suffered or omission wouldomitted by the Agents or to any election, decision, opinion, acceptance, use of judgment, expression of satisfaction or other exercise of discretion, rights or remedies to be made (or not to be made) by the Agents hereunder or thereunder, it is understood that in all cases the reasonable opinion of Agents shall be acting, giving, withholding, suffering, omitting, taking or otherwise undertaking and exercising the Agent, violate any applicable law same (or any provision of this Agreement or any other Credit Document or (iishall not be undertaking and exercising the same) unless and until it shall have received such advice or concurrence of as directed by the Required Lenders or the Required Backstop Parties, as applicable, (or, where a higher or such other number or percentage of the Lenders is as shall be expressly provided for herein or in the other Credit Documents) and shall not be required hereunder, such Lenders) as it deems appropriate or it shall first have been indemnified to its satisfaction by the Lenders against any and all liability and expense (other than liability and expense arising from its own gross negligence or willful misconduct) that may be incurred by it by reason of taking, continuing to take or omitting to take any action unless it has received such action. Without limiting the foregoing, no Lender shall have any right of action whatsoever against the Agent as a result of the Agent's acting or refraining direction from acting hereunder or under any other Credit Document in accordance with the instructions of the Required Lenders or the Required Backstop Parties, as applicable, (or, where a higher or such other number or percentage of the Lenders is expressly required hereunder, such Lenders), and such instructions and any action taken or failure to act pursuant thereto as shall be binding upon all of expressly provided for herein or in the Lenders (including all subsequent Lendersother Credit Documents).

Reliance by Agent. The Agent Agents shall be entitled to relyrely upon, and shall be fully protected in relyingnot incur any liability for relying upon, upon any notice, request, certificate, consent, statement, consent instrument, document, order, judgment or other communication writing (includingincluding any electronic message, without limitation, any thereof by telephone, telecopy, telex, telegram Internet or cableintranet website posting or other distribution) believed by it in good faith to be genuine and correct and to have been signed, sent or otherwise authenticated by the proper Person. The Agents 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 or PersonsPerson, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan, that by its terms must be fulfilled to the satisfaction of a Lender, any 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 prior to the making of such Loan. The Agent Agents may deem consult with legal counsel (who may be counsel for the Borrower), independent accountants and treat each Lender as the owner of its interest hereunder for all purposes hereof unless other experts selected by it, and until a written notice of the assignment, negotiation or transfer thereof shall have been given to the Agent in accordance with the provisions of this Agreement. The Agent shall be entitled to rely on, 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. In addition, the Lenders hereby authorize Xxxx Xxxx Xxxxxxx Xxxxx & Xxxx LLP (“Akin”) to provide written directions (which may be made by electronic mail) to each Agent on behalf of the Required Lenders in regards to the Credit Documents and such other matters until such time as the Required Lenders or Xxxx advises the Agents in writing that Xxxx is no longer authorized to provide any written directions to the Agents on behalf of the Required Lenders. The giving of any such direction by Xxxx shall be deemed a reaffirmation by Xxxx that such authorization from the Required Lenders has been duly given. The Administrative Agent may rely on and act upon any such direction given by Xxxx and need not inquire as to the due authorization thereof. Notwithstanding the foregoing, to the extent any Agent determines that any direction from Akin requires any clarification or supplementation, such Agent shall promptly inform the Required Lenders or Akin, as applicable, of such determination and the Required Lenders or Akin, as applicable, shall promptly provide to such Agent one or more additional clarifying or supplementing directions. Until such time as such Agent receives such additional direction or directions from the Required Lenders or Akin, as applicable, such Agent shall be under no duty or obligation to take, or refrain from taking or omitting taking, any course of action for which such Agent has requested additional directions. Anything herein to take any action the contrary notwithstanding, whenever reference is made in connection with this Agreement or any other Credit Document to any action by, consent, designation, specification, requirement or approval of, notice, request or other communication from, or other direction given or action to be undertaken or to be (ior not to be) if such action suffered or omission wouldomitted by the Agents or to any election, decision, opinion, acceptance, use of judgment, expression of satisfaction or other exercise of discretion, rights or remedies to be made (or not to be made) by the Agents hereunder or thereunder, it is understood that in all cases the reasonable opinion of Agents shall be acting, giving, withholding, suffering, omitting, taking or otherwise undertaking and exercising the Agent, violate any applicable law same (or any provision of this Agreement or any other Credit Document or (iishall not be undertaking and exercising the same) unless and until it shall have received such advice or concurrence of as directed by the Required Lenders or the Required Backstop Parties, as applicable, (or, where a higher or such other number or percentage of the Lenders is as shall be expressly provided for herein or in the other Credit Documents) and shall not be required hereunder, such Lenders) as it deems appropriate or it shall first have been indemnified to its satisfaction by the Lenders against any and all liability and expense (other than liability and expense arising from its own gross negligence or willful misconduct) that may be incurred by it by reason of taking, continuing to take or omitting to take any action unless it has received such action. Without limiting the foregoing, no Lender shall have any right of action whatsoever against the Agent as a result of the Agent's acting or refraining direction from acting hereunder or under any other Credit Document in accordance with the instructions of the Required Lenders or the Required Backstop Parties, as applicable, (or, where a higher or such other number or percentage of the Lenders is expressly required hereunder, such Lenders), and such instructions and any action taken or failure to act pursuant thereto as shall be binding upon all of expressly provided for herein or in the Lenders (including all subsequent Lendersother Credit Documents).

Reliance by Agent. The Agent shall be entitled to conclusively rely, and shall be fully protected in relying, upon any writing, resolution, notice, statementconsent, consent certificate, affidavit, letter, telegram, telefacsimile or other communication (includingelectronic method of transmission, without limitationtelex or telephone message, any thereof by telephone, telecopy, telex, telegram statement or cable) other document or conversation believed by it in good faith to be genuine and correct and to have been signed, sent 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. The Agent may deem and treat each Lender as the owner of its interest hereunder for all purposes hereof unless and until a written notice of the assignment, negotiation or transfer thereof shall have been given to the Agent in accordance with the provisions of this Agreement. The Agent shall be entitled to refrain from taking fully justified in failing or omitting refusing to take any action in connection with under this Agreement or any other Credit Loan Document (i) if such action or omission would, in the reasonable opinion of the Agent, violate any applicable law or any provision of this Agreement or any other Credit Document or (ii) unless and until it Agent shall have received first receive such advice or concurrence of the Required Lenders (or, where a higher percentage of the Lenders is expressly required hereunder, such Lenders) 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 have been be indemnified to its satisfaction by the Lenders against any and all liability and expense (other than liability and expense arising from its own gross negligence or willful misconduct) that may be incurred by it by reason of taking, taking or continuing to take or omitting to take any such action. Without limiting the foregoingAgent shall in all cases be fully protected in acting, no Lender shall have any right of action whatsoever against the Agent as a result of the Agent's acting or in refraining from acting hereunder acting, under this Agreement or under any other Credit Loan Document in accordance with the instructions a request or consent of the Required Lenders (or, where a higher percentage of the Lenders is expressly required hereunder, such Lenders), and such instructions request and any action taken or failure to act pursuant thereto shall be binding upon all of the Lenders Lenders; provided that Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose Agent to liability or that is contrary to any Loan Document, or applicable law. Documents delivered to Agent are for informational purposes only and the Agent’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Borrower’s compliance with any of its covenants hereunder (including all subsequent Lendersas to which Agent is entitled to rely exclusively on certificates of a responsible officer of the Borrower).. Agent shall have no obligation to verify the information or calculations set forth in this Agreement or otherwise. Agent shall have no responsibility or liability for the filing, timeliness or content of any report required under this Agreement or the other Loan Documents. Agent may conclusively rely on the applicable assignment agreement as to whether any Lender or proposed Lender is an Eligible Transferee

Reliance by Agent. The Each Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, resolution, notice, consent, certificate, affidavit, letter, telecopy, telex or teletype message, statement, consent order or other communication (including, without limitation, any thereof by telephone, telecopy, telex, telegram document or cable) instruction believed by it in good faith to be genuine and correct and to have been signed, sent or made by the proper Person or PersonsPersons and upon advice and statements of legal counsel (including counsel to the Borrowers), independent accountants and other experts selected by such Agent. The Each Agent may deem and treat each the Lender specified in the Register with respect to any amount owing hereunder as the owner of its interest hereunder thereof for all purposes hereof unless and until a written notice of the assignment, negotiation or transfer thereof shall have been given to the Agent in accordance filed with the provisions of this AgreementAdministrative Agent. The Each Agent shall be entitled to refrain from taking fully justified in failing or omitting refusing to take any action in connection with under this Agreement or any other Credit Loan Document (i) if such action or omission would, in the reasonable opinion of the Agent, violate any applicable law or any provision of this Agreement or any other Credit Document or (ii) unless and until it shall have received first receive such advice or concurrence of the Required Lenders (or, where a higher percentage of the Lenders is expressly required hereunder, such Lenders) as it deems appropriate or it shall first have been be indemnified to its satisfaction by the Lenders against any and all liability and expense (other than liability and expense arising from its own gross negligence or willful misconduct) that may be incurred by it by reason of taking, taking or continuing to take or omitting to take any such action. Without limiting the foregoingEach Agent shall in all cases be fully protected in acting, no Lender shall have any right of action whatsoever against the Agent as a result of the Agent's acting or in refraining from acting hereunder or acting, under any this Agreement and the other Credit Document Loan Documents in accordance with the instructions a request of the Required Lenders (or, where a higher percentage of the Lenders is expressly required hereunder, such Lenders), and such instructions request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the Lenders (including all subsequent Lenders)Loans; provided that neither Agent shall be required to take any action that, in its opinion or in the opinion of its counsel, may expose it to liability or that is contrary to any Loan Document or applicable Requirements of Law. For purposes of determining compliance with the conditions specified in Article V on the Closing Date, each Lender 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 Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Reliance by Agent. The Agent shall be entitled to rely, and shall be fully protected in relying, upon any Note, writing, resolution, notice, consent, certificate, affidavit, letter, telegram, telecopy, telex or teletype message, statement, consent order or other communication (including, without limitation, any thereof by telephone, telecopy, telex, telegram document or cable) conversation believed by it in good faith to be genuine and correct and to have been signed, sent or made by the proper Person or PersonsPersons and upon advice and statements of legal counsel (including counsel to the Borrowers), independent accountants and other experts selected by the Agent. The Agent may deem and treat each Lender the payee of any Note as the owner of its interest hereunder thereof for all purposes hereof unless and until a written notice of the assignment, negotiation or transfer thereof shall have been given to received by the Agent in accordance with the provisions of this AgreementAgent. The Agent shall be entitled to refrain from taking fully justified in failing or omitting refusing to take any action in connection with under this Agreement or any other Credit Loan Document (i) if such action to which the Agent is a party or omission would, in under which the reasonable opinion of the Agent, violate Agent is granted any applicable law right or any provision of this Agreement or any other Credit Document or (ii) remedy unless and until it shall have received first receive such advice or concurrence of the Required Lenders (or, where a higher percentage of the Lenders is expressly required hereunder, such Lenders) as it deems appropriate or it shall first have been indemnified to and contribution by each Lender of its satisfaction Percentage Share of costs reasonably expected by the Lenders against any and all liability and expense (other than liability and expense arising from its own gross negligence or willful misconduct) that may Agent to be incurred by it by reason of takingin connection therewith. The Agent shall in all cases be fully protected in acting, continuing or in refraining from acting, under this Agreement and the other Loan Documents to take which the Agent is a party or omitting to take any such action. Without limiting under which the foregoing, no Lender shall have Agent is granted any right of action whatsoever against the Agent as a result of the Agent's acting or refraining from acting hereunder or under any other Credit Document remedy in accordance with the instructions a request of the Required Lenders (or, where a higher percentage of the Lenders is expressly required hereunder, such Lenders), and such instructions . Such request and any action taken or failure to act pursuant thereto shall be binding upon the Lenders and all future holders of the Lenders (including all subsequent Lenders)Notes. In no event shall the Agent be required to take any action that exposes the Agent to liability or that is contrary to any Loan Document to which the Agent is a party or under which the Agent is granted any right or remedy or applicable Requirement of Law.

Reliance by Agent. (a) The Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, resolution, notice, statementconsent, consent certificate, affidavit, letter, telegram, facsimile, telex or telephone message, statement or other communication (including, without limitation, any thereof by telephone, telecopy, telex, telegram document or cable) conversation believed by it in good faith to be genuine and correct and to have been signed, sent or made by the proper Person or Persons. The Agent may deem , and treat each Lender as the owner upon advice and statements of its interest hereunder for all purposes hereof unless and until a written notice of the assignment, negotiation or transfer thereof shall have been given legal counsel (including counsel to the Agent in accordance with Borrower), independent accountants and other experts selected by the provisions of this AgreementAgent. The Agent shall be entitled to refrain from taking fully justified in failing or omitting refusing to take any action in connection with under this Agreement or any other Credit Loan Document (i) if such action or omission would, in the reasonable opinion of the Agent, violate any applicable law or any provision of this Agreement or any other Credit Document or (ii) unless and until it shall have received first receive such advice or concurrence of the Required Majority Lenders (or, where a higher percentage of the Lenders is expressly required hereunder, such Lenders) as it deems appropriate or and, if it so requests, it shall first have been be indemnified to its satisfaction by the Lenders against any and all liability and expense (other than liability and expense arising from its own gross negligence or willful misconduct) that which may be incurred by it by reason of taking, taking or continuing to take or omitting to take any such action. Without limiting the foregoingThe Agent shall in all cases be fully protected in acting, no Lender shall have any right of action whatsoever against the Agent as a result of the Agent's acting or in refraining from acting hereunder acting, under this Agreement or under any other Credit Loan Document in accordance with the instructions a request or consent of the Required Majority Lenders (or, where a higher percentage of the Lenders is expressly required hereunder, such Lenders), and such instructions request and any action taken or failure to act pursuant thereto shall be binding upon all of the Lenders Lenders. (including all subsequent Lenders)b) For purposes of determining compliance with the conditions specified in Section 10.1, each Lender that has executed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter either sent by the Agent to such Lender for consent, approval, acceptance or satisfaction, or required thereunder to be consented to or approved by or acceptable or satisfactory to the Lender. (c) In the event the Agent requests the consent of a Lender and such consent is denied or in the event a Lender has not given notice of its intention to extend the making of Revolving Loans as of the next scheduled Stated Termination Date at the time provided for such notice in the definition of "Stated Termination Date," then BABC may, in the exercise of its sole and absolute discretion, require such Lender to assign its interest in the Loans and the other Obligations to BABC for a price equal to the then outstanding principal amount thereof plus 104 accrued and unpaid interest, fees and costs and expenses and any other Obligations then owing such Lender under the Loan Documents, which principal, interest, fees and costs and expenses will be paid on the date of such assignment. In the event that BABC elects to require any Lender to assign its interest to BABC, BABC will so notify such Lender in writing within thirty (30) days following such Lender's denial or failure to extend, as applicable, and such Lender will assign its interest to BABC no later than five (5) days following receipt of the notice of BABC's election.

Reliance by Agent. (a) The Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, resolution, notice, statementconsent, consent certificate, affidavit, letter, telegram, facsimile, telex or telephone message, statement or other communication (including, without limitation, any thereof by telephone, telecopy, telex, telegram document or cable) conversation believed by it in good faith to be genuine and correct and to have been signed, sent or made by the proper Person or Persons. The Agent may deem , and treat each Lender as the owner upon advice and statements of its interest hereunder for all purposes hereof unless and until a written notice of the assignment, negotiation or transfer thereof shall have been given legal counsel directed to the Agent in accordance with (including counsel to the provisions of this AgreementBorrower), independent accountants and other experts selected by the Agent. The Agent shall be entitled to refrain from taking fully justified in failing or omitting refusing to take any action in connection with under this Agreement or any other Credit Loan Document (i) if such action or omission would, in the reasonable opinion of the Agent, violate any applicable law or any provision of this Agreement or any other Credit Document or (ii) unless and until it shall have received first receive such advice or concurrence of the Required Requisite Lenders (or, where a higher percentage of or all the Lenders is expressly where so required hereunder, such Lenders) as it deems appropriate or and, if it so requests, it shall first have been be indemnified to its satisfaction by the Lenders against any and all liability and expense (other than liability and expense arising from its own gross negligence or willful misconduct) that which may be incurred by it by reason of taking, taking or continuing to take or omitting to take any such action. Without limiting the foregoingThe Agent shall in all cases be fully protected in acting, no Lender shall have any right of action whatsoever against the Agent as a result of the Agent's acting or in refraining from acting hereunder acting, under this Agreement or under any other Credit Loan Document in accordance with the instructions a request or consent of the Required Requisite Lenders (or, where a higher percentage of or all the Lenders is expressly where so required hereunder, such Lenders), and such instructions request and any action taken or failure to act pursuant thereto shall be binding upon all of the Lenders Lenders. (including all subsequent Lenders)b) For purposes of determining compliance with the conditions precedent specified in SECTION 4, each Lender that has executed this Agreement or shall hereafter execute and deliver an Assignment and Acceptance in accordance with SECTION 11.2(A) of this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with each document or other matter either sent by the Agent to such Lender for consent, approval, acceptance or satisfaction, or required thereunder to be consented to or approved by or acceptable or satisfactory to Lender, unless an officer of the Agent responsible for the transactions contemplated by the Loan Documents shall have received notice from such Lender prior to the initial Borrowing specifying its objection thereto and either such objection shall not have been withdrawn by notice to the Agent to that effect or such Lender shall not have made available to Agent such Lender's ratable portion of such Borrowing.

Reliance by Agent. (a) The Lenders agree that the Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, resolution, notice, statementconsent, consent certificate, affidavit, letter, telegram, facsimile, telex or telephone message, statement or other communication (including, without limitation, any thereof by telephone, telecopy, telex, telegram document or cable) conversation believed by it in good faith 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 the Borrower, Holdings or any Subsidiary Guarantor), independent accountants and other experts selected by the Agent. The Agent may deem and treat each Lender as Lenders agree that the owner of its interest hereunder for all purposes hereof unless and until a written notice of the assignment, negotiation or transfer thereof shall have been given to the Agent in accordance with the provisions of this Agreement. The Agent shall be entitled to refrain from taking fully justified in failing or omitting refusing to take any action in connection with under this Agreement or any other Credit Loan Document (i) if such action or omission would, in the reasonable opinion of the Agent, violate any applicable law or any provision of this Agreement or any other Credit Document or (ii) unless and until it shall have received first receive such advice or concurrence of the Required Majority Lenders (or, where a higher percentage of as required by Section 12.01, all the ------------- Lenders is expressly required hereunder, such Lenders) as it deems appropriate or and, if it so requests, it shall first have been be indemnified to its satisfaction by the Lenders against any and all liability and expense (other than liability and expense arising from its own gross negligence or willful misconduct) that which may be incurred by it by reason of taking, taking or continuing to take or omitting to take any such action. Without limiting the foregoingThe Agent shall in all cases be fully protected in acting, no Lender shall have any right of action whatsoever against the Agent as a result of the Agent's acting or in refraining from acting hereunder acting, under this Agreement or under any other Credit Loan Document in accordance with the instructions a request or consent of the Required Majority Lenders (or, where a higher percentage of as required by Section 12.01 all the Lenders is expressly required hereunder, such Lenders), and such instructions request and any action taken or failure ------------- to act pursuant thereto shall be binding upon all of the Lenders Lenders. (including all subsequent Lenders)b) For purposes of determining compliance with the conditions specified in Section 5.01 as it relates to the extensions of credit under this ------------ Agreement on the Restatement Effective Date, each Lender that has executed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with each document or other matter either sent by the Agent to such Lender for consent, approval, acceptance or satisfaction, or required thereunder to be consented to or approved by or acceptable or satisfactory to such Lender, unless an officer of the Agent responsible for the transactions contemplated by the Loan Documents shall have received notice from such Lender prior to the Restatement Effective Date specifying in reasonable detail its objection thereto and either such objection shall not have been withdrawn by notice to the Agent to that effect or such Lender shall not have made available to the Agent such Lender's ratable portion of any Borrowing to be made on the Restatement Effective Date.

Reliance by Agent. The (a) Agent may consult with counsel, and any opinion or legal advice of such counsel shall be full and complete authorization and protection in respect of any action taken, not taken or suffered by Agent hereunder or under any Loan Documents in accordance therewith. Agent shall be entitled have the right at any time to seek instructions concerning the administration of the Collateral from any court of competent jurisdiction. (b) Agent may rely, and shall be fully protected in relying, acting, or refraining to act, upon any noticeresolution, statement, consent certificate, instrument, opinion, report, notice request, consent, order, bond or other communication (including, without limitation, any thereof by telephone, telecopy, telex, telegram paper or cable) believed by document that it in good faith has no reason to believe to be other than genuine and correct and to have been signed, sent signed or made presented by the proper Person party or Personsparties or, in the case of facsimiles, to have been sent by the proper party or parties. The In the absence of its gross negligence or willful misconduct, Agent may deem and treat each Lender conclusively rely, as to the owner of its interest hereunder for all purposes hereof unless and until a written notice truth of the assignmentstatements and the correctness of the opinions expressed therein, negotiation upon any certificates or transfer thereof shall have been given opinions furnished to Agent and conforming to the Agent in accordance with the provisions requirements of this Agreement. The Agreement or any of the other Loan Documents. (c) Agent shall be entitled to refrain from taking fail or omitting refuse, and shall be fully protected in failing or refusing, to take any action in connection with under this Agreement or any the other Credit Document Loan Documents unless (i) if such action or omission would, in the reasonable opinion of the Agent, violate any applicable law or any provision of this Agreement or any other Credit Document or (ii) unless and until it first shall have received receive such advice or concurrence of the Required Requisite Lenders (or, where a higher percentage of the Lenders is expressly required hereunder, such Lenders) as it deems appropriate appropriate, or (ii) it first shall first have been be indemnified to its satisfaction by the Lenders against any and all liability and expense (other than liability and expense arising from its own gross negligence or willful misconduct) that which may be incurred by it by reason of taking, taking or continuing to take or omitting to take any such action. Without limiting the foregoingIn all cases Agent shall be fully protected in acting, no Lender shall have any right of action whatsoever against the Agent as a result of the Agent's acting or in refraining from acting hereunder acting, under this Agreement or under any other Credit Document the Loan Documents in accordance with the instructions a request of the Required Lenders (or, where a higher percentage of the Lenders is expressly required hereunder, such Requisite Lenders), and such instructions request and any action taken or failure to act pursuant thereto shall be binding upon all Lenders. Without prejudice to the generality of anything in this Article 9, no Lender shall have any right of action whatsoever against Agent as a result of Agent acting or refraining from acting under this Agreement or under any of the Lenders (including all subsequent other Loan Documents in accordance with the instructions of Requisite Lenders).

Reliance by Agent. The Agent shall be entitled to rely, and shall be fully protected in relying, upon any note, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, consent order or other communication (including, without limitation, any thereof by telephone, telecopy, telex, telegram document or cable) conversation believed by it in good faith to be genuine and correct and to have been signed, sent or made by the proper Person or PersonsPersons and upon advice and statements of legal counsel (including, without limitation, counsel to the Borrowers), independent accountants and other experts selected by the Agent. The Agent may deem and treat each Lender the payee of any Note as the owner of its interest hereunder thereof for all purposes hereof unless and until a written the Agent shall have actual notice of the assignment, negotiation or transfer thereof shall have been given to the Agent in accordance with the provisions of this Agreementany transferee. The Agent shall be entitled to refrain from taking fully justified in failing or omitting refusing to take any action in connection with under this Agreement or any and the other Credit Document (i) if such action or omission would, in the reasonable opinion of the Agent, violate any applicable law or any provision of this Agreement or any other Credit Document or (ii) Transaction Documents unless and until it shall have received first receive such advice or concurrence of the Required Lenders (or, where a higher percentage of the Lenders is when expressly required hereunderhereby, such Lendersall the Holders) as it deems appropriate appropriate, if any, or it shall first have been be indemnified to its satisfaction by the Holders and Lenders against any and all liability and expense (other than liability and expense arising from its own gross negligence or willful misconduct) that which may be incurred by it by reason of taking, taking or continuing to take or omitting to take any such actionaction except for its own gross negligence or willful misconduct (each as determined in a final, non-appealable judgment by a court of competent jurisdiction). Without limiting the foregoingThe Agent shall in all cases be fully protected in acting, no Lender shall have any right of action whatsoever against the Agent as a result of the Agent's acting or in refraining from acting hereunder or acting, under any this Agreement and the other Credit Document Transaction Documents in accordance with the instructions a request of the Required Lenders (or, where a higher percentage of the Lenders is when expressly required hereunderhereby, such Lendersall the Holders), and such instructions request and any action taken or failure to act pursuant thereto shall be binding upon all the Holders and Lenders and all future Holders and Lenders. Without limiting the foregoing, Agent: (a) shall not be responsible or otherwise incur liability for any action or omission taken in reliance upon the instructions of the Required Lenders or for the actions or omissions of any of its Related Parties selected with reasonable care (other than employees, officers and directors of Agent, when acting on behalf of Agent); (b) shall not be responsible to any Lender, Holder or other Person for the due execution, legality, validity, enforceability, effectiveness, genuineness, sufficiency or value of, or the attachment, perfection or priority of any Lien created or purported to be created under or in connection with, any [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED Transaction Document; and (c) makes no warranty or representation, and shall not be responsible, to any Lender, Holder or other Person for any statement, document, information, representation or warranty made or furnished by or on behalf of any Credit Party or any Related Party of any Credit Party in connection with any Transaction Document or any transaction contemplated therein or any other document or information with respect to any Credit Party, whether or not transmitted or omitted to be transmitted by Agent, including all subsequent Lenders)as to completeness, accuracy, scope or adequacy thereof, or for the scope, nature or results of any due diligence performed by Agent in connection with the Transaction Documents; and, for each of the items set forth in clauses (a) through (c) above, each Lender, Holder and Credit Party hereby waives and agrees not to assert (and Borrowers shall cause each other Credit Party to waive and agree not to assert) any right, claim or cause of action it might have against Agent based thereon.

Reliance by Agent. The (a) Reliance. Agent shall be entitled to rely, and shall be fully -------- protected in relying, upon any Borrowing Base Certificate, Loan Request, writing, resolution, notice, statementconsent, consent certificate, affidavit, letter, telegram, facsimile, telex or telephone message, statement or other communication (including, without limitation, any thereof by telephone, telecopy, telex, telegram document or cable) conversation believed by it in good faith to be genuine and correct and which appear 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), independent accountants and other experts selected by Agent. The Agent may deem and treat each Lender as the owner of its interest hereunder for all purposes hereof unless and until a written notice of the assignment, negotiation or transfer thereof shall have been given to the Agent in accordance with the provisions of this Agreement. The Agent shall be entitled to refrain from taking fully justified in failing or omitting refusing to take any action in connection with under this Agreement or any other Credit Loan Document (i) if such action or omission would, in the reasonable opinion of the Agent, violate any applicable law or any provision of this Agreement or any other Credit Document or (ii) unless and until it shall have received first receive such advice or concurrence of the Required Majority Lenders (or, where a higher percentage of the Lenders is expressly required hereunder, such Lenders) as it deems appropriate and until such instructions are received Agent shall act, or refrain from acting, as it deems advisable so long as it is not grossly negligent or guilty of willful misconduct. Upon the written request of the Majority Lenders, Agent agrees that it promptly will make demand upon Borrower pursuant to Section 4.1 for repayment of the amount by which the ----------- Revolving Loan Usage exceeds the Availability. If Agent so requests, Agent shall first have been be indemnified to its reasonable satisfaction by the Lenders Lenders, in proportion to their Pro Rata Shares, against any and all liability and expense (other than liability and expense arising from its own gross negligence or willful misconduct) that which may be incurred by it by reason of taking, taking or continuing to take or omitting to take any such action. Without limiting the foregoingAgent shall in all cases be fully protected in acting, no Lender shall have any right of action whatsoever against the Agent as a result of the Agent's acting or in refraining from acting hereunder acting, under this Agreement or under any other Credit Loan Document in accordance with the instructions a request or consent of the Required Majority Lenders (or, where if a higher percentage matter requires the request or consent of the Lenders is expressly required hereunderRequisite Lenders, such at the request or with the consent of the Requisite Lenders), ) and such instructions request and any action taken or failure to act pursuant thereto shall be binding upon all of the Lenders (including all subsequent Lenders).

Reliance by Agent. (a) The Lenders agree that Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, resolution, notice, statementconsent, consent certificate, affidavit, letter, telegram, facsimile, telex or telephone message, statement or other communication (including, without limitation, any thereof by telephone, telecopy, telex, telegram document or cable) conversation believed by it in good faith 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), independent accountants and other experts selected by Agent. Agent may at any time request instructions from the Lenders with respect to actions or approvals (including the failure to act or approve) which by the terms of any of the Loan Documents Agent is permitted or required to take or to grant. The Agent may deem and treat each Lender as the owner of its interest hereunder for all purposes hereof unless and until a written notice of the assignment, negotiation or transfer thereof shall have been given to the Agent in accordance with the provisions of this Agreement. The Lenders agree that Agent shall be entitled to refrain from taking fully justified in failing or omitting refusing to take any action in connection with under this Agreement or any other Credit Loan Document (i) if such action or omission would, in the reasonable opinion of the Agent, violate any applicable law or any provision of this Agreement or any other Credit Document or (ii) unless and until it shall have received first receive such advice or concurrence of the Required Majority Lenders (or, where a higher percentage of the Lenders is expressly required hereunder, such Lenders) as it deems appropriate or and, if it so requests, it shall first have been be indemnified to its satisfaction by the Lenders against any and all liability and expense (other than liability and expense arising from its own gross negligence or willful misconduct) that which may be incurred by it by reason of taking, taking or continuing to take or omitting to take any such action. Without limiting the foregoingThe Lenders agree that Agent shall in all cases be fully protected in acting, no Lender shall have any right of action whatsoever against the Agent as a result of the Agent's acting or in refraining from acting hereunder acting, under this Agreement or under any other Credit Loan Document in accordance with the instructions a request or consent of the Required Majority Lenders (or, where a higher percentage of the Lenders is expressly required hereunder, such Lenders), and such instructions request or consent and any action taken or failure to act pursuant thereto shall be binding upon all of the Lenders Lenders. (including all subsequent Lenders)b) For purposes of determining compliance with the conditions specified in Sections 6.1 and 6.2, each Lender that has executed 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 the Lender, unless an officer of Agent, responsible for the transactions contemplated by the Loan Documents shall have received notice from the Lender prior to the initial Borrowing specifying in reasonable detail its objection thereto and either such objection shall not have been withdrawn by notice to Agent to that effect, or the Lender shall not have made available to Agent the Lender’s ratable portion of such Borrowing.

Reliance by Agent. The a. Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, communication, signature, resolution, representation, notice, statementconsent, consent certificate, affidavit, letter, telegram, facsimile, telex or telephone message, electronic mail message, statement or other communication (including, without limitation, any thereof by telephone, telecopy, telex, telegram document or cable) conversation believed by it in good faith 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 any Obligor), independent accountants and other experts selected by Agent. The Agent may deem and treat each Lender as the owner of its interest hereunder for all purposes hereof unless and until a written notice of the assignment, negotiation or transfer thereof shall have been given a reasonable and practicable amount of time to the Agent act upon any instruction, notice or other communication under any Loan Document and shall not be liable for any delay in accordance with the provisions of this Agreementacting. The Agent shall be entitled to refrain from taking fully justified in failing or omitting refusing to take any action in connection with this Agreement or under any other Credit Loan Document (i) if such action or omission would, in the reasonable opinion of the Agent, violate any applicable law or any provision of this Agreement or any other Credit Document or (ii) unless and until it shall have received first receive such advice or concurrence of the Required Lenders (or, where a higher percentage of the Lenders is expressly required hereunder, such Lenders) as it deems appropriate or and, if it so requests, it shall first have been be indemnified to its satisfaction by the Lenders Secured Parties against any and all liability and expense (other than liability and expense arising from its own gross negligence or willful misconduct) that which may be incurred by it by reason of taking, taking or continuing to take or omitting to take any such action. Without limiting the foregoingAgent shall in all cases be fully protected in acting, no Lender shall have any right of action whatsoever against the Agent as a result of the Agent's acting or in refraining from acting hereunder acting, under this Agreement or under any other Credit Loan Document in accordance with the instructions a request or consent of the Required Lenders (or, where a higher percentage or such greater number of the Lenders is as may be expressly required hereunder, such Lenders), hereby in any instance) and such instructions request and any action taken or failure to act pursuant thereto shall be binding upon all Secured Parties. Notwithstanding the foregoing, Agent shall not be required to take, or to omit to take, any action that is, in the opinion of Agent or its counsel, contrary to any Loan Document or Applicable Law. b. For purposes of determining compliance with the Lenders conditions specified in Article 6, each Lender that has signed this Agreement (including all subsequent Lenders)or an addendum or joinder to this Agreement) shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required hereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Reliance by Agent. (a) Whenever, in the performance of its duties under this Agreement, the Administrative Agent shall deem it necessary or desirable that a matter be proved or established with respect to any Grantor or any other Person in connection with the taking, suffering or omitting of any action hereunder by the Administrative Agent, such matter may be conclusively deemed to be proved or established by a certificate executed by an officer of such Person, and the Administrative Agent shall have no liability with respect to any actions taken, suffered or omitted in reliance thereon. (b) The Administrative Agent may consult with counsel and shall be fully protected in taking any action hereunder in good faith in accordance with any advice of any such counsel. The Administrative Agent shall have the right but not the obligation at any time to seek instructions concerning the administration of this Agreement, the duties created hereunder or the Collateral from any court of competent jurisdiction. (c) The Administrative Agent shall be fully protected in relying upon any resolution, statement, certificate, instrument, opinion, report, notice, request, consent, order or other paper or document which it in good faith believes to be genuine and to have been signed or presented by the proper party. The Administrative Agent may conclusively rely, as to the truth of the statements and correctness of the opinions expressed therein, upon any certificate or the opinions furnished to the Administrative Agent in connection with this Agreement. (d) The Administrative Agent shall not be deemed to have actual, constructive, direct or indirect notice or knowledge of the occurrence of any default or event of default under any Shared Services Party Credit Facility unless and until the Administrative Agent shall have received written notice thereof from the Shared Services Party Lender Party. The Administrative Agent shall have no obligation whatsoever either prior to or after receiving such a notice to inquire whether a default or event of default under any Shared Services Party Credit Facility has, in fact, occurred and shall be entitled to relyrely conclusively, and shall be fully protected in so relying, upon on any notice, statement, consent or other communication notice so furnished to it. (including, without limitation, any thereof by telephone, telecopy, telex, telegram or cablee) believed by it in good faith to be genuine and correct and to have If the Administrative Agent has been signed, sent or made by the proper Person or Persons. The Agent may deem and treat each Lender as the owner of its interest hereunder for all purposes hereof unless and until a written notice of the assignment, negotiation or transfer thereof shall have been given to the Agent in accordance with the provisions of this Agreement. The Agent shall be entitled to refrain from taking or omitting requested to take any specific action in connection with this Agreement or any other Credit Document (i) if such action or omission would, in the reasonable opinion of the Agent, violate any applicable law or pursuant to any provision of this Agreement, the Administrative Agent shall not be under any obligation to exercise any of the rights or powers vested in it by this Agreement or any other Credit Document or (ii) in the manner so requested unless and until it shall have received such advice or concurrence of the Required Lenders (or, where a higher percentage of the Lenders is expressly required hereunder, such Lenders) as it deems appropriate or it shall first have been indemnified to its satisfaction provided indemnity by the Lenders Shared Services Party Secured Parties (or the applicable Shared Services Party Secured Parties) reasonably satisfactory to it against any the costs, expenses and all liability and expense (other than liability and expense arising from its own gross negligence or willful misconduct) that liabilities which may be incurred by it by reason of taking, continuing to take in compliance with such request or omitting to take any such action. Without limiting the foregoing, no Lender shall have any right of action whatsoever against the Agent as a result of the Agent's acting or refraining from acting hereunder or under any other Credit Document in accordance with the instructions of the Required Lenders (or, where a higher percentage of the Lenders is expressly required hereunder, such Lenders), and such instructions and any action taken or failure to act pursuant thereto shall be binding upon all of the Lenders (including all subsequent Lenders)direction.

Reliance by Agent. The Each Agent shall be entitled to rely, and shall be ----------------- fully protected in relying, upon any note, writing, resolution, notice, consent, certification, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, consent order or other communication (including, without limitation, any thereof by telephone, telecopy, telex, telegram document or cable) conversation reasonably believed by it in good faith to be genuine and correct and to have been signed, sent or made by the proper Person or PersonsPersons and upon advice and statements of legal counsel (including, without limitation, counsel to the Parent, the Company, or any Subsidiary Guarantor), independent accountants and other experts selected by such Agent. The Managing Administrative Agent may deem and treat each Lender designated on the current Commitment Schedule as the owner of its interest a Lender hereunder for all purposes hereof of the Credit Documents unless and until a written notice of the assignment, negotiation or transfer thereof of such Lender’s interests hereunder and thereunder as permitted pursuant to Paragraph 14 below shall have been given to the Agent in accordance filed with the provisions of this AgreementManaging Administrative Agent. The Each Agent shall be entitled to refrain from taking fully justified in failing or omitting refusing to take any action in connection with this Agreement or any other under the Credit Document (i) if such action or omission would, in the reasonable opinion of the Agent, violate any applicable law or any provision of this Agreement or any other Credit Document or (ii) Documents unless and until it shall have received first receive such advice or concurrence of the Required Majority Lenders (oror all Lenders, where a higher percentage of as required under the Lenders is expressly required hereunder, such LendersCredit Documents) as it deems appropriate or it shall first have been be indemnified to its satisfaction by the Lenders against any and all liability and expense (other than liability and expense arising from its own gross negligence or willful misconduct) that which may be incurred by it by reason of taking, taking or continuing to take any action (other than liability and/or expense arising out of such Agent’s gross negligence or omitting to take any such actionwillful misconduct). Without limiting the foregoingEach Agent shall in all cases be fully protected in acting, no Lender shall have any right of action whatsoever against the Agent as a result of the Agent's acting or in refraining from acting hereunder or acting, under any other the Credit Document Documents in accordance with the instructions a request of the Required Majority Lenders (oror all Lenders, where a higher percentage if applicable) absent gross negligence and willful misconduct on the part of such Agent in the Lenders is expressly required hereunder, such Lenders)method in which it acts or refrains from acting in accordance therewith, and such instructions request and any action taken or failure to act pursuant thereto shall be binding upon all of the Lenders (including all subsequent Lenders).

Reliance by Agent. (a) The Agent shall be entitled to relyrely upon, and shall be fully protected in relyingnot incur any liability for relying upon, upon any notice, request, certificate, consent, statement, consent instrument, document or other communication writing (includingincluding any electronic message, without limitation, any thereof by telephone, telecopy, telex, telegram Internet or cableintranet website posting or other distribution) believed by it in good faith to be genuine and correct and to have been signed, sent or otherwise authenticated by the proper Person. The 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 or PersonsPerson, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of any Loan that by its terms must be fulfilled to the satisfaction of a Lender, the Agent may presume that such condition is satisfactory to such Lender unless the Agent shall have received notice to the contrary from such Lender prior to the making of such Loan. The Agent may deem consult with legal counsel (who may be counsel for the Borrower), independent accountants and treat each Lender as the owner of its interest hereunder other experts selected by it, and shall not be liable for all purposes hereof unless and until a written notice of the assignment, negotiation any action taken or transfer thereof shall have been given to the Agent not taken by it in accordance with the provisions advice of this Agreement. any such counsel, accountants or experts. (b) The Agent shall be entitled to refrain from taking fully justified in failing or omitting refusing to take any action in connection with this Agreement or under any other Credit Loan Document (i) if such action or omission would, in the reasonable opinion of the Agent, violate any applicable law or any provision of this Agreement or any other Credit Document or (ii) unless and until it shall have received first receive such advice or concurrence of the Required Lenders (or, where a higher percentage of the Lenders is expressly required hereunder, such Lenders) as it deems appropriate or and, if it so requests, it shall first have been be indemnified to its satisfaction by the Lenders against any and all liability and expense (other than liability and expense arising from its own gross negligence or willful misconduct) that which may be incurred by it by reason of taking, taking or continuing to take or omitting to take any such action. Without limiting the foregoingThe Agent shall in all cases be fully protected in acting, no Lender shall have any right of action whatsoever against the Agent as a result of the Agent's acting or in refraining from acting hereunder acting, under this Agreement or under any other Credit Loan Document in accordance with the instructions a request or consent of the Required Lenders (or, where a higher percentage or such greater number of the Lenders is as may be expressly required hereunder, such Lenders), hereby in any instance) and such instructions request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders; provided that the Agent shall not be required to take any action that, in its opinion or in the opinion of its counsel, may expose the Lenders (including all subsequent Lenders)Agent to liability or that is contrary to any Loan Document or applicable law.

Reliance by Agent. The Agent shall be entitled to rely, and shall be fully protected in not incur any liability for relying, (a) upon any writing, resolution, notice, statementconsent, consent certificate, affidavit, letter, facsimile, email or telephone message, statement or other communication (including, without limitation, any thereof by telephone, telecopy, telex, telegram document or cable) conversation believed by it in good faith to be genuine and correct and to have been signed, sent sent, or made by the proper Person or Persons. The Agent may deem , (b) any statement made to it orally or by telephone and treat each Lender as the owner of its interest hereunder for all purposes hereof unless and until a written notice of the assignment, negotiation or transfer thereof shall believed by it to have been given made by the proper Person, and shall not incur any liability for relying thereon and (c) upon advice and statements of legal counsel (including counsel to the Agent in accordance with the provisions of this Agreementeither Borrower), independent accountants and other experts selected by Agent. The Agent shall be entitled to refrain from taking fully justified in failing or omitting refusing to take any action in connection with under this Agreement or any other Credit Loan Document (i) if such action or omission would, in the reasonable opinion of the Agent, violate any applicable law or any provision of this Agreement or any other Credit Document or (ii) unless and until it shall have received first receive such advice or concurrence of the Required Majority US Lenders (or, where a higher percentage of the Lenders is expressly required hereunder, such Lenders) as it deems appropriate or and, if it shall first have been indemnified so requests, confirmation from Lenders of their obligation to its satisfaction by the Lenders indemnify Agent against any and all liability and expense (other than liability and expense arising from its own gross negligence or willful misconduct) that which may be incurred by it by reason of taking, taking or continuing to take or omitting to take any such action. Without limiting the foregoingAgent shall in all cases be fully protected in acting, no Lender shall have any right of action whatsoever against the Agent as a result of the Agent's acting or in refraining from acting hereunder acting, under this Agreement or under any other Credit Document Loan Documents in accordance with the instructions a request or consent of the Required Majority US Lenders (or, where a higher percentage of the Lenders is expressly required hereunder, such Lenders), and such instructions request and any action taken or failure to act pursuant thereto shall be binding upon all Lenders. In determining compliance with any condition hereunder to the making of a US Loan, or the Lenders (including all subsequent Lenders)issuance of a US Letter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender, US Issuing Bank or Cdn. Issuing Bank, the Agent may presume that such condition is satisfactory to such Lender, US Issuing Bank or Cdn. Issuing Bank unless the Agent shall have received notice to the contrary from such Lender, US Issuing Bank or Cdn. Issuing Bank prior to the making of such US Loan or the issuance of such US Letter of Credit.

Reliance by Agent. The Agent shall will be entitled to rely, and shall will be fully protected in relying, upon on any agreement, instrument, writing, resolution, notice, consent, certificate, affidavit, letter, facsimile, telex, teletype, or email message, statement, consent order or other communication (including, without limitation, any thereof by telephone, telecopy, telex, telegram document or cable) conversation believed by it in good faith to be genuine and correct and to have been signed, sent or made by the proper Person or PersonsPersons and on advice and statements of legal counsel (including counsel to Borrowers), independent accountants and other experts selected by Agent. The Agent may deem and treat each Lender as the owner of its interest hereunder Loans for all purposes hereof unless and until a written notice of the assignment, negotiation or transfer an assignment thereof shall have has been given to the Agent made in accordance with the provisions terms of this Agreement. The As to any matters not expressly provided for by this Agreement and the other Loan Documents (including without limitation enforcement and collection of the Notes), Agent may, but shall not be entitled required to, exercise any discretion or take any action, but Agent shall, subject to the terms of this Agreement, be required to act or to refrain from taking acting (and shall be fully protected in so acting or omitting refraining from acting) upon the instructions of the Required Lenders, whenever such instruction shall be requested by Agent or required hereunder, or a greater or lesser number of the Lenders if so required hereunder, and such instructions shall be binding upon all Lenders and all future holders of the Obligations; provided, that Agent will be fully justified as between itself and the Lenders and LC Issuer in failing or refusing to take any action in connection with under this Agreement or any other Credit Loan Document (i) if such action or omission would, in the reasonable opinion of the Agent, violate any applicable law or any provision of this Agreement or any other Credit Document or (ii) unless and until it shall have Agent has first received such advice or concurrence of the Required Lenders (or, where a higher percentage of the Lenders is expressly required hereunder, such Lenders) as it Agent deems appropriate or it shall Agent has been first have been indemnified to its satisfaction by the Lenders against any and all liability and expense (other than liability and expense arising from its own gross negligence or willful misconduct) that which may be incurred by it by reason of taking, taking or continuing to take or omitting to take any such action. Without limiting the foregoing, no Lender shall have any right of action whatsoever against the Agent as a result of the Agent's acting or refraining from acting hereunder or under any other Credit Document in accordance with the instructions of the Required Lenders (or, where a higher percentage of the Lenders is expressly required hereunder, such Lenders), and such instructions and any action taken or failure to act pursuant thereto shall be binding upon all of the Lenders (including all subsequent Lenders).

Reliance by Agent. The (a) Agent shall be entitled to rely, and shall be fully protected in relying, rely upon any certification, notice, statementinstrument, consent writing, or other communication (including, without limitation, any thereof by telephone, telephone or telecopy, telex, telegram or cable) believed by it in good faith to be genuine and correct and to have been signed, sent or made by or on behalf of the proper Person or Persons, and upon advice and statements of legal counsel (including counsel for any Restricted Person), independent accountants, and other experts selected by Agent. The Agent may deem and treat each the applicable Lender as the owner of its interest party entitled to payment hereunder for all purposes hereof unless and until a written notice of the assignment, negotiation or transfer thereof shall have been given to the Agent receives and accepts an Assignment and Assumption executed in accordance with the provisions of this AgreementSection 10.6 hereof. The Agent shall in all cases be entitled to refrain fully protected in acting, or in refraining from taking or omitting to take any action in connection with acting, under this Agreement or any other Credit Document (i) if such action or omission would, in the reasonable opinion of the Agent, violate any applicable law or any provision of this Agreement or any other Credit Document or (ii) unless and until it shall have received such advice or concurrence of the Required Lenders (or, where a higher percentage of the Lenders is expressly required hereunder, such Lenders) as it deems appropriate or it shall first have been indemnified to its satisfaction by the Lenders against any and all liability and expense (other than liability and expense arising from its own gross negligence or willful misconduct) that may be incurred by it by reason of taking, continuing to take or omitting to take any such action. Without limiting the foregoing, no Lender shall have any right of action whatsoever against the Agent as a result of the Agent's acting or refraining from acting hereunder or under any other Credit Loan Document in accordance with the instructions a request or consent of the Required Lenders, Majority Lenders (oror all Lenders, where a higher percentage of the Lenders is expressly if required hereunder, such Lenders), and such instructions request and any action taken or failure to act pursuant thereto shall be binding upon all Lenders and participants. Where this Agreement expressly permits or prohibits an action unless the Required Lenders, Majority Lenders or all Lenders otherwise determine, the Agent shall, and in all other instances, the Agent may, but shall not be required to, initiate any solicitation for the consent or a vote of the Lenders. (b) For purposes of determining compliance with the conditions specified in Section 4.1, each Lender 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 either sent by Agent to such Lender for consent, approval, acceptance or satisfaction, or required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender; provided, however, that Agent shall not be required to take any action that exposes Agent to personal liability or that is contrary to any Loan Document or applicable Law or unless it shall first be indemnified to its satisfaction by the Lenders (including against any and all subsequent Lenders)liability and expense which may be incurred by it by reason of taking any such action.

Reliance by Agent. (a) The Banks agree that the Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, resolution, notice, statementconsent, consent certificate, affidavit, letter, telegram, facsimile, telex or telephone message, statement or other communication (including, without limitation, any thereof by telephone, telecopy, telex, telegram document or cable) conversation believed by it in good faith 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 the Borrowers or Old USI), independent accountants and other experts selected by the Agent. The Agent may deem and treat each Lender as Banks agree that the owner of its interest hereunder for all purposes hereof unless and until a written notice of the assignment, negotiation or transfer thereof shall have been given to the Agent in accordance with the provisions of this Agreement. The Agent shall be entitled to refrain from taking fully justified in failing or omitting refusing to take any action in connection with under this Agreement or any other Credit Loan Document (i) if such action or omission would, in the reasonable opinion of the Agent, violate any applicable law or any provision of this Agreement or any other Credit Document or (ii) unless and until it shall have received first receive such advice or concurrence of the Required Lenders (Majority Banks or, where a higher percentage of as required by Section 12.01, all the Lenders is expressly required hereunder, such Lenders) Banks as it deems appropriate or and, if it so requests, it shall first have been be indemnified to its satisfaction by the Lenders Banks against any and all liability and expense (other than liability and expense arising from its own gross negligence or willful misconduct) that which may be incurred by it by reason of taking, taking or continuing to take or omitting to take any such action. Without limiting the foregoingThe Agent shall in all cases be fully protected in acting, no Lender shall have any right of action whatsoever against the Agent as a result of the Agent's acting or in refraining from acting hereunder acting, under this Agreement or under any other Credit Loan Document in accordance with the instructions a request or consent of the Required Lenders (Majority Banks or, where a higher percentage of as required by Section 12.01 all the Lenders is expressly required hereunder, such Lenders)Banks, and such instructions request and any action taken or failure to act pursuant thereto shall be binding upon all of the Lenders Banks. (including all subsequent Lenders)b) For purposes of determining compliance with the conditions specified in Section 5.01 as it relates to the initial Borrowing and issuances of Letters of Credit on the Effective Date, each Bank that has executed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with each document or other matter either sent by the Agent to such Bank for consent, approval, acceptance or satisfaction, or required thereunder to be consented to or approved by or acceptable or satisfactory to such Bank, unless an officer of the Agent responsible for the transactions contemplated by the Loan Documents shall have received notice from such Bank prior to the initial Borrowing and issuances of Letters of Credit on the Effective Date specifying in reasonable detail its objection thereto and either such objection shall not have been withdrawn by notice to the Agent to that effect or such Bank shall not have made available to the Agent such Bank's ratable portion of such Borrowing.

Reliance by Agent. The Each Agent shall be entitled to rely, and shall be fully protected in relying, upon any note, writing, resolution, notice, consent, certification, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, consent order or other communication (including, without limitation, any thereof by telephone, telecopy, telex, telegram document or cable) conversation reasonably believed by it in good faith to be genuine and correct and to have been signed, sent or made by the proper Person or PersonsPersons and upon advice and statements of legal counsel (including, without limitation, counsel to the Company), independent accountants and other experts selected by such Agent. The Lead Administrative Agent may deem and treat each Lender designated on the current Commitment Schedule as the owner of its interest a Lender hereunder for all purposes hereof of the Credit Documents unless and until a written notice of the assignment, negotiation or transfer thereof of such Lender's interests hereunder and thereunder as permitted pursuant to Paragraph 14 below shall have been given to the Agent in accordance filed with the provisions of this AgreementLead Administrative Agent. The Each Agent shall be entitled to refrain from taking fully justified in failing or omitting refusing to take any action in connection with this Agreement or any other under the Credit Document (i) if such action or omission would, in the reasonable opinion of the Agent, violate any applicable law or any provision of this Agreement or any other Credit Document or (ii) Documents unless and until it shall have received first receive such advice or concurrence of the Required Majority Lenders (oror all Lenders, where a higher percentage of as required under the Lenders is expressly required hereunder, such LendersCredit Documents) as it deems appropriate or it shall first have been be indemnified to its satisfaction by the Lenders against any and all liability and expense (other than liability and expense arising from its own gross negligence or willful misconduct) that which may be incurred by it by reason of taking, taking or continuing to take or omitting to take any action (other than liability and/or expense arising out of such action. Without limiting the foregoing, no Lender shall have any right of action whatsoever against the Agent as a result of the Agent's acting gross negligence or willful misconduct). Each Agent shall in all cases be fully protected in acting, or in refraining from acting hereunder or acting, under any other the Credit Document Documents in accordance with the instructions a request of the Required Majority Lenders (oror all Lenders, where a higher percentage if applicable) absent gross negligence and willful misconduct on the part of such Agent in the Lenders is expressly required hereunder, such Lenders)method in which it acts or refrains from acting in accordance therewith, and such instructions request and any action taken or failure to act pursuant thereto shall be binding upon all of the Lenders (including all subsequent Lenders).. 12

Reliance by Agent. (a) The Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, resolution, notice, statementconsent, consent certificate, affidavit, letter, telegram, facsimile, telex or telephone message, statement or other communication (including, without limitation, any thereof by telephone, telecopy, telex, telegram document or cable) conversation believed by it in good faith to be genuine and correct and to have been signed, sent or made by the proper Person or Persons. The Agent may deem , and treat each Lender as the owner upon advice and statements of its interest hereunder for all purposes hereof unless and until a written notice of the assignment, negotiation or transfer thereof shall have been given legal counsel directed to the Agent in accordance with (including counsel to the provisions of this AgreementBorrower), independent accountants and other experts selected by the Agent. The Agent shall be entitled to refrain from taking fully justified in failing or omitting refusing to take any action in connection with under this Agreement or any other Credit Loan Document (i) if such action or omission would, in the reasonable opinion of the Agent, violate any applicable law or any provision of this Agreement or any other Credit Document or (ii) unless and until it shall have received first receive such advice or concurrence of the Required Requisite Lenders (or, where a higher percentage of or all the Lenders is expressly where so required hereunder, such Lenders) as it deems appropriate or and, if it so requests, it shall first have been be indemnified to its satisfaction by the Lenders against any and all liability and expense (other than liability and expense arising from its own gross negligence or willful misconduct) that which may be incurred by it by reason of taking, taking or continuing to take or omitting to take any such action. Without limiting the foregoingThe Agent shall in all cases be fully protected in acting, no Lender shall have any right of action whatsoever against the Agent as a result of the Agent's acting or in refraining from acting hereunder acting, under this Agreement or under any other Credit Loan Document in accordance with the instructions a request or consent of the Required Requisite Lenders (or, where a higher percentage of or all the Lenders is expressly where so required hereunder, such Lenders), and such instructions request and any action taken or failure to act pursuant thereto shall be binding upon all of the Lenders Lenders. (including all subsequent Lenders)b) For purposes of determining compliance with the conditions precedent specified in SECTION 4, each Lender that has executed this Agreement or shall hereafter execute and deliver an Assignment and Acceptance in accordance with SECTION 11.2(a) of this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with each document or other matter either sent by the Agent to such Lender for consent, approval, acceptance or satisfaction, or required thereunder to be consented to or approved by or acceptable or satisfactory to Lender, unless an officer of the Agent responsible for the transactions contemplated by the Loan Documents shall have received notice from such Lender prior to the initial Borrowing specifying its objection thereto and either such objection shall not have been withdrawn by notice to the Agent to that effect or such Lender shall not have made available to Agent such Lender's ratable portion of such Borrowing.

Reliance by Agent. (a) The Agent shall be entitled to rely, ----------------- and shall be fully protected in relying, upon any writing, resolution, notice, statementconsent, consent certificate, affidavit, letter, facsimile, telex or telephone message, statement or other communication (including, without limitation, any thereof by telephone, telecopy, telex, telegram document or cable) conversation believed by it in good faith to be genuine and correct and to have been signed, sent or made by the proper Person or Persons. The Agent may deem Persons and treat each Lender as the owner upon any advice and statements of its interest hereunder for all purposes hereof unless and until a written notice of the assignment, negotiation or transfer thereof shall have been given legal counsel (including counsel to the Agent in accordance with Company), independent accountants and other experts selected by the provisions of this AgreementAgent. The Agent shall be entitled to refrain from taking fully justified in failing or omitting refusing to take any action in connection with under this Agreement or any other Credit Loan Document (i) if such action or omission would, in the reasonable opinion of the Agent, violate any applicable law or any provision of this Agreement or any other Credit Document or (ii) unless and until it shall have received first receive such advice or concurrence of the Required Lenders (or, where a higher percentage of the Lenders is expressly required hereunder, such Lenders) as it deems appropriate or and, if it so requests, it shall first have been be indemnified to its satisfaction by the Lenders against any and all liability and expense (other than liability and expense arising from its own gross negligence or willful misconduct) that which may be incurred by it by reason of taking, taking or continuing to take or omitting to take any such action. Without limiting Except to the foregoingextent expressly provided in Section 11.02, no Lender shall have any right of action whatsoever against the Agent as a result of the Agent's acting shall in all cases be fully protected in ------------- acting, or in refraining from acting hereunder acting, under this Agreement or under any other Credit Loan Document in accordance with a request or the instructions consent of the Required Lenders (or, where a higher percentage of the Lenders is expressly required hereunder, such Lenders), and such instructions request or consent and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the Loans or any portion thereof. (b) For purposes of determining compliance with the conditions specified in Sections 6.01 and 6.02, each Lender 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 the Lenders (including all subsequent Lenders)unless an officer of the Agent responsible for the transactions contemplated by the Loan Documents shall have received notice from such Lender prior to the initial Borrowing specifying its objection thereto and either such objection shall not have been withdrawn by notice to the Agent to that effect or such Lender shall not have made available to the Agent such Lender's Commitment Percentage of such Borrowing.

Reliance by Agent. The Agent shall be entitled to rely, and shall be fully protected in relying, upon any Note, writing, resolution, notice, consent, certificate, affidavit, letter, telecopy, telex or teletype message, statement, consent order or other communication (including, without limitation, any thereof by telephone, telecopy, telex, telegram document or cable) conversation believed by it in good faith to be genuine and correct and to have been signed, sent or made by the proper Person or PersonsPersons and upon advice and statements of legal counsel (including, without limitation, counsel to any Borrower), independent accountants and other experts selected by the Agent. Without limiting the foregoing or the obligation of the Borrowers to confirm in writing any telephonic notice permitted to be given hereunder, the Agent may prior to receipt of written confirmation act without liability upon the basis of such telephonic notice, believed by the Agent in good faith to be from a Responsible Officer of any Borrower or Subsidiary. The Agent may deem and treat each Lender the payee of any Note as the owner of its interest hereunder thereof for all purposes hereof unless and until a written notice of the assignment, negotiation or transfer thereof shall have been given to the Agent in accordance filed with the provisions of this AgreementAgent. The Agent shall be entitled to refrain from taking fully justified in failing or omitting refusing to take any action in connection with under this Agreement or any other Credit Document (i) if such action or omission would, in the reasonable opinion of the Agent, violate any applicable law or any provision of this Agreement or any other Credit Document or (ii) unless and until it shall have received first receive such advice or concurrence of the Required Majority Lenders (or, where a higher percentage of the Lenders is expressly required hereunder, such Lenders) as it deems appropriate or it shall first have been be indemnified to its satisfaction by the Lenders against any and all liability and expense (other than liability and expense arising from its own gross negligence or willful misconduct) that which may be incurred by it by reason of taking, taking or continuing to take or omitting to take any such action. Without limiting the foregoingThe Agent shall in all cases be fully protected in acting, no Lender shall have any right of action whatsoever against the Agent as a result of the Agent's acting or in refraining from acting hereunder or acting, under any this Agreement and the other Credit Document Documents in accordance with the instructions a request of the Required Lenders (or, where a higher percentage of the Lenders is expressly required hereunder, such Majority Lenders), and such instructions request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the Lenders (including all subsequent Lenders)Advances.

Reliance by Agent. (a) The Lenders agree that the Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, resolution, notice, statementconsent, consent certificate, affidavit, letter, telegram, facsimile, telex or telephone message, statement or other communication (including, without limitation, any thereof by telephone, telecopy, telex, telegram document or cable) conversation believed by it in good faith 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 the Borrower, Holdings or any Subsidiary Guarantor), independent accountants and other experts selected by the Agent. The Agent may deem and treat each Lender as Lenders agree that the owner of its interest hereunder for all purposes hereof unless and until a written notice of the assignment, negotiation or transfer thereof shall have been given to the Agent in accordance with the provisions of this Agreement. The Agent shall be entitled to refrain from taking fully justified in failing or omitting refusing to take any action in connection with under this Agreement or any other Credit Loan Document (i) if such action or omission would, in the reasonable opinion of the Agent, violate any applicable law or any provision of this Agreement or any other Credit Document or (ii) unless and until it shall have received first receive such advice or concurrence of the Required Majority Lenders (or, where a higher percentage of as required by Section 12.01, all the Lenders is expressly required hereunder, such Lenders) as it deems appropriate or and, if it so requests, it shall first have been be indemnified to its satisfaction by the Lenders against any and all liability and expense (other than liability and expense arising from its own gross negligence or willful misconduct) that which may be incurred by it by reason of taking, taking or continuing to take or omitting to take any such action. Without limiting the foregoingThe Agent shall in all cases be fully protected in acting, no Lender shall have any right of action whatsoever against the Agent as a result of the Agent's acting or in refraining from acting hereunder acting, under this Agreement or under any other Credit Loan Document in accordance with the instructions a request or consent of the Required Majority Lenders (or, where a higher percentage of as required by Section 12.01 all the Lenders is expressly required hereunder, such Lenders), and such instructions request and any action taken or failure to act pursuant thereto shall be binding upon all of the Lenders Lenders. (including all subsequent Lenders)b) For purposes of determining compliance with the conditions specified in Section 5.01 as it relates to the initial Borrowing and issuances of Letters of Credit on the Effective Date, each Lender that has executed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with each document or other matter either sent by the Agent to such Lender for consent, approval, acceptance or satisfaction, or required thereunder to be consented to or approved by or acceptable or satisfactory to such Lender, unless an officer of the Agent responsible for the transactions contemplated by the Loan Documents shall have received notice from such Lender prior to the initial Borrowing and issuances of Letters of Credit on the Effective Date specifying in reasonable detail its objection thereto and either such objection shall not have been withdrawn by notice to the Agent to that effect or such Lender shall not have made available to the Agent such Lender's ratable portion of such Borrowing.

Reliance by Agent. (a) The Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, resolution, notice, statementconsent, consent certificate, affidavit, letter, facsimile, or telephone message, statement or other communication (including, without limitation, any thereof by telephone, telecopy, telex, telegram document or cable) conversation believed by it in good faith to be genuine and correct and to have been signed, sent or made by the proper Person or Persons. The Agent may deem Persons and treat each Lender as the owner upon any advice and statements of its interest hereunder for all purposes hereof unless and until a written notice of the assignment, negotiation or transfer thereof shall have been given legal counsel (including counsel to the Agent in accordance with Company), independent accountants and other experts selected by the provisions of this AgreementAgent. The Agent shall be entitled to refrain from taking fully justified in failing or omitting refusing to take any action in connection with under this Agreement or any other Credit Loan Document (i) if such action or omission would, in the reasonable opinion of the Agent, violate any applicable law or any provision of this Agreement or any other Credit Document or (ii) unless and until it shall have received first receive such advice or concurrence of the Required Lenders (or, where a higher percentage of the Lenders is expressly required hereunder, such Lenders) as it deems appropriate or and, if it so requests, it shall first have been be indemnified to its satisfaction by the Lenders against any and all liability and expense (other than liability and expense arising from its own gross negligence or willful misconduct) that which may be incurred by it by reason of taking, taking or continuing to take or omitting to take any such action. Without limiting Except to the foregoingextent expressly provided in Section 11.02, no Lender shall have any right of action whatsoever against the Agent as a result of the Agent's acting shall in all cases be fully protected in acting, or in ------------- refraining from acting hereunder acting, under this Agreement or under any other Credit Loan Document in accordance with a request or the instructions consent of the Required Lenders (or, where a higher percentage of the Lenders is expressly required hereunder, such Lenders), and such instructions request or consent and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the Loans or any portion thereof. (b) For purposes of determining compliance with the conditions specified in Sections 6.01 and 6.02, each Lender 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 the Lenders (including all subsequent Lenders)unless an officer of the Agent responsible for the transactions contemplated by the Loan Documents shall have received notice from such Lender prior to the initial Borrowing specifying its objection thereto and either such objection shall not have been withdrawn by notice to the Agent to that effect or such Lender shall not have made available to the Agent such Lender's Commitment Percentage of such Borrowing.

Reliance by Agent. (a) The Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, resolution, notice, statementconsent, consent certificate, affidavit, letter, facsimile, or telephone message, statement or other communication (including, without limitation, any thereof by telephone, telecopy, telex, telegram document or cable) conversation believed by it in good faith to be genuine and correct and to have been signed, sent or made by the proper Person or Persons. The Agent may deem Persons and treat each Lender as the owner upon any advice and statements of its interest hereunder for all purposes hereof unless and until a written notice of the assignment, negotiation or transfer thereof shall have been given legal counsel (including counsel to the Agent in accordance with Company), independent accountants and other experts selected by the provisions of this AgreementAgent. The Agent shall be entitled to refrain from taking fully justified in failing or omitting refusing to take any action in connection with under this Agreement or any other Credit Loan Document (i) if such action or omission would, in the reasonable opinion of the Agent, violate any applicable law or any provision of this Agreement or any other Credit Document or (ii) unless and until it shall have received first receive such advice or concurrence of the Required Lenders (or, where a higher percentage of the Lenders is expressly required hereunder, such Lenders) as it deems appropriate or and, if it so requests, it shall first have been be indemnified to its satisfaction by the Lenders against any and all liability and expense (other than liability and expense arising from its own gross negligence or willful misconduct) that which may be incurred by it by reason of taking, taking or continuing to take or omitting to take any such action. Without limiting Except to the foregoingextent expressly provided in Section 11.02, no Lender shall have any right of action whatsoever against the Agent as a result of the Agent's acting shall in all cases be fully protected in acting, or in ------------- refraining from acting hereunder acting, under this Agreement or under any other Credit Loan Document in accordance with a request or the instructions consent of the Required Lenders (or, where a higher percentage of the Lenders is expressly required hereunder, such Lenders), and such instructions request or consent and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the Loans or any portion thereof. (b) For purposes of determining compliance with the conditions specified in Sections 6.01 and 6.02, each Lender 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 the Lenders (including all subsequent Lenders)unless an officer of the Agent responsible for the transactions contemplated by the Loan Documents shall have received notice from such Lender prior to the Borrowing specifying its objection thereto and either such objection shall not have been withdrawn by notice to the Agent to that effect or such Lender shall not have made available to the Agent such Lender's Commitment Percentage of such Borrowing.

Reliance by Agent. The Agent shall be entitled to rely, and shall be fully protected in relying, upon any notice, statement, consent or other communication (including, without limitation, any thereof by telephone, telecopy, telex, telegram or cable) believed by it in good faith to be genuine and correct and to have been signed, sent or made by the proper Person or Persons. The Agent may deem and treat each Lender Bank as the owner of its interest hereunder for all purposes hereof unless and until a written notice of the assignment, negotiation or transfer thereof shall have been given to the such Agent in accordance with the provisions of this Agreement. The Agent shall be entitled to refrain from taking or omitting to take any action in connection with this Agreement or any other Credit Loan Document (i1) if such action or omission would, in the reasonable opinion of the Agent, violate any applicable law or any provision of this Agreement or any other Credit Loan Document or (ii2) unless and until it shall have received such advice or concurrence of the Required Lenders Banks (or, where a higher percentage of the Lenders Banks is expressly required hereunder, such LendersBanks) as it deems appropriate or it shall first have been indemnified to its satisfaction by the Lenders Banks against any and all liability and expense (other than liability and expense arising from its own gross negligence or willful misconduct) that may be incurred by it by reason of taking, continuing to take or omitting to take any such action. Without limiting the foregoing, no Lender Bank shall have any right of action whatsoever against the Agent as a result of the Agent's ’s acting or refraining from acting hereunder or under any other Credit Loan Document in accordance with the instructions of the Required Lenders Banks (or, where a higher percentage of the Lenders Banks is expressly required hereunder, such LendersBanks), and such instructions and any action taken or failure to act pursuant thereto shall be binding upon all of the Lenders Banks (including all subsequent LendersBanks).

Reliance by Agent. The Agent shall be entitled to rely, and shall be fully protected in relying, upon any notice, statement, consent or other communication (including, without limitation, any thereof by telephone, telecopy, telex, telegram or cable) believed by it in good faith to be genuine and correct and to have been signed, sent or made by the proper Person Execution or Persons. The Agent may deem and treat each Lender as the owner of its interest hereunder for all purposes hereof unless and until a written notice of the assignment, negotiation or transfer thereof shall have been given to the Agent in accordance with the provisions of this Agreement. The Agent shall be entitled to refrain from taking or omitting to take any action in connection with this Agreement or any other Credit Document (i) if such action or omission would, in the reasonable opinion of the Agent, violate any applicable law or any provision of this Agreement or any other Credit Document or (ii) unless and until it shall have received such advice or concurrence of the Required Lenders (or, where a higher percentage of the Lenders is expressly required hereunder, such Lenders) as it deems appropriate or it shall first have been indemnified to its satisfaction by the Lenders against any and all liability and expense (other than liability and expense arising from its own gross negligence or willful misconduct) that may be incurred by it by reason of taking, continuing to take or omitting to take any such action. Without limiting the foregoing, no Lender shall have any right of action whatsoever against the Agent as a result of the Agent's acting or refraining from acting hereunder or under any other Credit Document in accordance with the instructions of the Required Lenders (or, where a higher percentage of the Lenders is expressly required hereunder, such Lenders), and such instructions and any action taken or failure to act pursuant thereto shall be binding upon all of the Lenders (including all subsequent Lenders).

Reliance by Agent. The Agent shall be entitled to rely, and shall be fully protected in relyingrelying upon, upon any note, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, consent order or other document, conversation, or communication (including, without limitation, any thereof by telephone, telecopy, telex, telegram or cable) believed by it in good faith to be genuine and correct and to have been signed, sent or made by the proper Person or Persons. The Agent may deem , and treat each Lender as upon advice and statements of legal counsel (including, without limitation, counsel to the owner of its interest hereunder for all purposes hereof unless Borrower, independent accountants, and until a written notice other experts selected by it), and shall not be liable to any of the assignment, negotiation parties hereto or transfer thereof shall have been given to any future holder of the Agent in accordance with Note for the provisions consequences of this Agreementsuch reliance. The Agent shall be entitled to refrain from taking fully justified in failing or omitting refusing to take any action in connection with this Agreement or any other Credit Document (i) if such action or omission would, in under the reasonable opinion of the Agent, violate any applicable law or any provision of this Agreement or any other Credit Document or (ii) Financing Documents unless and until it shall have received first receives such advice or concurrence of the Required Lenders (or, where a higher percentage of the Lenders is expressly required hereunder, such Lenders) as it deems appropriate or it shall is first have been indemnified to its satisfaction by the Lenders against any and all liability and expense (other than liability and expense arising from its own gross negligence or willful misconduct) that which may be incurred by it by reason of taking, taking or continuing to take or omitting to take any such action. Without limiting Furthermore, in connection with any action taken or failure or refusal to act under the foregoingFinancing Documents, no the Agent may request and each Lender shall have any right of action whatsoever against the Agent as a result of provide specific indemnification, to the Agent's acting satisfaction, ratably according to such Lender's share of the Loan, against any and all liability and expense which may be incurred by the Agent by taking, failing to take, or refusing to take, such action. The Agent shall in all cases be fully protected in acting, or in refraining from acting hereunder or acting, under any other Credit Document the Financing Documents in accordance with the instructions an instruction to it of the Required Lenders (orLenders, where a higher percentage unless the consent of all the Lenders is expressly required hereunder, such in which case the Agent shall be so protected when acting in accordance with instructions from all the Lenders), and such instructions . Such request and any action taken or failure to act pursuant thereto shall be binding upon all Lenders and future holders of the Lenders (including all subsequent Lenders)Note. In fulfilling any agreement in any of the Financing Documents relating to the release of any item of Collateral, the Agent may rely upon any certification of the Borrower as to the fulfillment of any conditions to, or the compliance with any covenants or agreements relating to, such release, including, without limitation, any such condition as to the nonexistence of any Default or Event of Default and any such covenant that any such item be sold or otherwise disposed of in connection with such release.

Reliance by Agent. (a) The Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, resolution, notice, statementconsent, consent certificate, affidavit, letter, facsimile, telex or telephone message, statement or other communication (including, without limitation, any thereof by telephone, telecopy, telex, telegram document or cable) conversation believed by it in good faith to be genuine and correct and to have been signed, sent or made by the proper Person or Persons. The Agent may deem Persons and treat each Lender as the owner upon any advice and statements of its interest hereunder for all purposes hereof unless and until a written notice of the assignment, negotiation or transfer thereof shall have been given legal counsel (including counsel to the Agent in accordance with Company), independent accountants and other experts selected by the provisions of this AgreementAgent. The Agent shall be entitled to refrain from taking fully justified in failing or omitting refusing to take any action in connection with under this Agreement or any other Credit Loan Document (i) if such action or omission would, in the reasonable opinion of the Agent, violate any applicable law or any provision of this Agreement or any other Credit Document or (ii) unless and until it shall have received first receive such advice or concurrence of the Required Lenders (or, where a higher percentage of the Lenders is expressly required hereunder, such Lenders) as it deems appropriate or and, if it so requests, it shall first have been be indemnified to its satisfaction by the Lenders against any and all liability and expense (other than liability and expense arising from its own gross negligence or willful misconduct) that which may be incurred by it by reason of taking, taking or continuing to take or omitting to take any such action. Without limiting Except to the foregoingextent expressly provided in Section 11.02, no Lender shall have any right of action whatsoever against ------------- the Agent as a result of the Agent's acting shall in all cases be fully protected in acting, or in refraining from acting hereunder acting, under this Agreement or under any other Credit Loan Document in accordance with a request or the instructions consent of the Required Lenders (or, where a higher percentage of the Lenders is expressly required hereunder, such Lenders), and such instructions request or consent and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the Loans or any portion thereof. (b) For purposes of determining compliance with the conditions specified in Sections 6.01 and 6.02, each Lender 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 the Lenders (including all subsequent Lenders)unless an officer of the Agent responsible for the transactions contemplated by the Loan Documents shall have received notice from such Lender prior to the initial Borrowing specifying its objection thereto and either such objection shall not have been withdrawn by notice to the Agent to that effect or such Lender shall not have made available to the Agent such Lender's Commitment Percentage of such Borrowing.

Reliance by Agent. The Credit Agent and the Collateral Agent shall be entitled to rely, and shall be fully protected in relying, upon any note, writing, resolution, notice, consent, certification, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, consent order or other communication (including, without limitation, any thereof by telephone, telecopy, telex, telegram document or cable) conversation reasonably believed by it in good faith to be genuine and correct and to have been signed, sent or made by the proper Person or PersonsPersons and upon advice and statements of legal counsel (including, without limitation, counsel to Borrower), independent accountants (including, without limitation, accountants to Borrower) and other experts selected by the Credit Agent and the Collateral Agent. The Credit Agent may deem and treat each Lender the payee of any Note as the owner of its interest hereunder thereof for all purposes hereof unless and until a written notice of the assignment, negotiation or transfer thereof shall have been given purposes. As to the Agent in accordance with Lenders (a) the provisions of this Agreement. The Credit Agent shall be entitled to refrain from taking fully justified in failing or omitting refusing to take any action in connection with this Agreement or any other Credit Document (i) if such action or omission would, in under the reasonable opinion of the Agent, violate any applicable law or any provision of this Agreement or any other Credit Document or (ii) Loan Documents unless and until it shall have received first receive such advice or concurrence of the Required Majority Lenders (or, where a higher percentage or all of the Lenders is expressly required hereunderLenders, such Lenders) as it deems appropriate appropriate, or it shall first have been be indemnified to its satisfaction by the Lenders ratably in accordance with their respective Percentage Shares against any and all liability and expense (other than liability and expense arising from its own gross negligence or willful misconduct) that which may be incurred by it by reason of taking, taking or continuing to take or omitting to take any such action. Without limiting action (except for liabilities and expenses resulting from the foregoing, no Lender shall have any right of action whatsoever against the Agent as a result of the Credit Agent's acting gross negligence or willful misconduct), (b) the Credit Agent shall in all cases be fully protected in acting, or in refraining from acting hereunder or acting, under any other Credit Document the Loan Documents in accordance with the instructions a request of the Required Majority Lenders (or, where a higher percentage or all of the Lenders is expressly required hereunderLenders, such Lenders)as appropriate, and such instructions request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders, (c) the Collateral Agent shall be fully justified in failing or refusing to take any action under the Loan Documents unless it shall first receive such advice or concurrence of the Lenders Credit Agent, and (including d) the Collateral Agent shall in all subsequent cases be fully protected in acting, or in refraining from acting, under the Loan Documents in accordance with a request of or instructions from the Credit Agent, and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders).

Reliance by Agent. The Agent shall be entitled to rely, and shall be fully protected in relying, upon any note, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, consent order or other communication (including, without limitation, any thereof by telephone, telecopy, telex, telegram document or cable) conversation believed by it in good faith to be genuine and correct and to have been signed, sent or made by the proper Person or PersonsPersons and upon advice and statements of legal counsel (including, without limitation, counsel to the Borrowers), independent accountants and other experts selected by the Agent. The Agent may deem and treat each Lender the payee of any Note as the owner of its interest hereunder thereof for all purposes hereof unless and until a written the Agent shall have actual notice of the assignment, negotiation or transfer thereof shall have been given to the Agent in accordance with the provisions of this Agreementany transferee. The Agent shall be entitled to refrain from taking fully justified in failing or omitting refusing to take any action in connection with under this Agreement or any and the other Credit Document (i) if such action or omission would, in the reasonable opinion of the Agent, violate any applicable law or any provision of this Agreement or any other Credit Document or (ii) Transaction Documents unless and until it shall have received first receive such advice or concurrence of the Required Lenders Holders (or, where a higher percentage of the Lenders is when expressly required hereunderhereby, such Lendersall the Holders) as it deems appropriate appropriate, if any, or it shall first have been be indemnified to its satisfaction by the Holders and Lenders against any and all liability and expense (other than liability and expense arising from its own gross negligence or willful misconduct) that which may be incurred by it by reason of taking, taking or continuing to take or omitting to take any such actionaction except for its own gross negligence or willful misconduct (each as determined in a final, non-appealable judgment by a court of competent jurisdiction). Without limiting the foregoingThe Agent shall in all cases be fully protected in acting, no Lender shall have any right of action whatsoever against the Agent as a result of the Agent's acting or in refraining from acting hereunder or acting, under any this Agreement and the other Credit Document Transaction Documents in accordance with the instructions a request of the Required Lenders Holders (or, where a higher percentage of the Lenders is when expressly required hereunderhereby, such Lendersall the Holders), and such instructions request and any action taken or failure to act pursuant thereto shall be binding upon all the Holders and Lenders and all future Holders and Lenders. Without limiting the foregoing, Agent: (a) shall not be responsible or otherwise incur liability for any action or omission taken in reliance upon the instructions of the Lenders Required Holders or for the actions or omissions of any of its Related Parties selected with reasonable care (other than employees, officers and directors of Agent, when acting on behalf of Agent); (b) shall not be responsible to any Lender, Holder or other Person for the due execution, legality, validity, enforceability, effectiveness, genuineness, sufficiency or value of, or the attachment, perfection or priority of any Lien created or purported to be created under or in connection with, any Transaction Document; and (c) makes no warranty or representation, and shall not be responsible, to any Lender, Holder or other Person for any statement, document, information, representation or warranty made or furnished by or on behalf of any Credit Party or any Related Party of any Credit Party in connection with any Transaction Document or any transaction contemplated therein or any other document or information with respect to any Credit Party, whether or not transmitted or omitted to be transmitted by Agent, including all subsequent Lenders)as to completeness, accuracy, scope or adequacy thereof, or for the scope, nature or results of any due diligence performed by Agent in connection with the Transaction Documents; and, for each of the items set forth in clauses (a) through (c) above, each Lender, Holder and Credit Party hereby waives and agrees not to assert any right, claim or cause of action it might have against Agent based thereon.

Reliance by Agent. (a) The Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, resolution, notice, statementconsent, consent or other communication (includingcertificate, without limitationaffidavit, any thereof by telephoneletter, telegram, telecopy, telextelex or telephone message, telegram statement or cable) other document or conversation believed by it in good faith to be genuine and correct and to have been signed, sent or made by the proper Person or Persons. The Agent may deem , and treat each Lender as upon advice and statements of legal counsel (including counsel to any Obligor), independent accountants and other experts selected by the owner of its interest hereunder for all purposes hereof unless and until a written notice of the assignment, negotiation or transfer thereof shall have been given to the Agent in accordance with the provisions of this AgreementAgent. The Agent shall be entitled to refrain from taking fully justified in failing or omitting refusing to take any action in connection with under this Agreement or any other Credit Document (i) if such action or omission would, in the reasonable opinion of the Agent, violate any applicable law or any provision of this Agreement or any other Credit Document or (ii) unless and until it shall have received first receive such advice or concurrence of the Required Lenders (or, where a higher percentage of the Lenders is expressly required hereunder, such Lenders) Banks as it deems appropriate or and, if it so requests, it shall first have been be indemnified to its satisfaction by the Lenders Banks against any and all liability and expense (other than liability and expense arising from its own gross negligence or willful misconduct) that which may be incurred by it by reason of taking, taking or continuing to take or omitting to take any such action. Without limiting the foregoingThe Agent shall in all cases be fully protected in acting, no Lender shall have any right of action whatsoever against the Agent as a result of the Agent's acting or in refraining from acting hereunder acting, under this Agreement or under any other Credit Document in accordance with the instructions a request or consent of the Required Lenders Banks (or, where a higher percentage or such other number of Banks as shall be required under the terms of the Lenders is expressly required hereunder, such Lenders), Credit Documents) and such instructions request and any action taken or failure to act pursuant thereto shall be binding upon all of the Lenders Banks and all future holders of the Loans and the other Obligations. Regarding any enforcement, litigation or collection proceedings hereunder or under any Credit Document, the Agent shall in all cases be fully justified in failing or refusing to act under the Credit Documents unless it shall have received further assurances to its satisfaction by the Banks of their indemnification obligations under Section 12.7 against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. (including all subsequent Lenders)b) For purposes of determining compliance with the conditions specified in Sections 7.1, 7.2 and 7.3, each Bank 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 the Banks unless an officer of the Agent responsible for the transactions contemplated by the Credit Documents shall have received actual notice from the Bank prior to the initial Borrowing specifying its objection thereto and either such objection shall not have been withdrawn by notice to the Agent to that effect or the Bank shall not have made available to the Agent the Bank's ratable portion of such Borrowing.

Reliance by Agent. The Agent and the Issuing Lender shall be entitled to relyrely upon, and shall be fully protected in relyingnot incur any liability for relying upon, upon any notice, request, certificate, consent, statement, consent instrument, document or other communication (including, without limitation, any thereof by telephone, telecopy, telex, telegram or cable) writing believed by it in good faith to be genuine and correct and to have been signed, signed or sent by the proper Person. The Agent and the Issuing Lender also may rely upon any statement made to it orally or by telephone and believed by it to be made by the proper Person or PersonsPerson, and shall not incur any liability for relying thereon. The Agent and the Issuing Lender may deem consult with legal counsel (who may be counsel for the Borrowers), independent accountants and treat each Lender as the owner of its interest hereunder other experts selected by it, and shall not be liable for all purposes hereof unless and until a written notice of the assignment, negotiation any action taken or transfer thereof shall have been given to the Agent not taken by it in accordance with the provisions advice of this Agreementany such counsel, accountants or experts. The Agent and the Issuing Lender shall be entitled to refrain from taking fully justified in failing or omitting refusing to take any action in connection with under this Agreement or any other Credit Loan Document (i) if such action or omission would, in the reasonable opinion of the Agent, violate any applicable law or any provision of this Agreement or any other Credit Document or (ii) unless and until it shall have received first receive such advice or concurrence of the Required Lenders (or, where a higher percentage of the Lenders is expressly required hereunderif so specified by this Agreement, such all Lenders) as it deems appropriate or it shall first have been be indemnified to its satisfaction by the Lenders against any and all liability and expense (other than liability and expense arising from its own gross negligence or willful misconduct) that which may be incurred by it by reason of taking, taking or continuing to take or omitting to take any such actionaction (it being understood that this provision shall not release the Agent from performing any action with respect to the Borrowers expressly required to be performed by it pursuant to the terms hereof) under this Agreement. Without limiting The Agent and the foregoing, no Issuing Lender shall have any right of action whatsoever against the Agent as a result of the Agent's acting in all cases be fully protected in acting, or in refraining from acting hereunder or acting, under any this Agreement and the other Credit Document Loan Documents in accordance with the instructions a request of the Required Lenders (or, where a higher percentage of the Lenders is expressly required hereunderif so specified by this Agreement, such all Lenders), and such instructions request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the Lenders (including all subsequent Lenders)Loans.

Reliance by Agent. The Agent shall be entitled to rely, and shall be fully protected in relyingrelying upon, upon any note, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, consent order or other document, conversation, or communication (including, without limitation, any thereof by telephone, telecopy, telex, telegram or cable) believed by it in good faith to be genuine and correct and to have been signed, sent or made by the proper Person or Persons. The Agent may deem , and treat each Lender as upon advice and statements of legal counsel (including, without limitation, counsel to the owner of its interest hereunder for all purposes hereof unless Borrowers, independent accountants, and until a written notice other experts selected by it), and shall not be liable to any of the assignment, negotiation parties hereto or transfer thereof shall have been given to any future holder of either Note for the Agent in accordance with the provisions consequences of this Agreementsuch reliance. The Agent shall be entitled to refrain from taking fully justified in failing or omitting refusing to take any action in connection with this Agreement or any other Credit Document (i) if such action or omission would, in under the reasonable opinion of the Agent, violate any applicable law or any provision of this Agreement or any other Credit Document or (ii) Financing Documents unless and until it shall have received first receives such advice or concurrence of the Required Lenders (or, where a higher percentage of the Lenders is expressly required hereunder, such Lenders) as it deems appropriate or it shall is first have been indemnified to its satisfaction by the Lenders against any and all liability and expense (other than liability and expense arising from its own gross negligence or willful misconduct) that which may be incurred by it by reason of taking, taking or continuing to take or omitting to take any such action. Without limiting Furthermore, in connection with any action taken or failure or refusal to act under the foregoingFinancing Documents, no the Agent may request and each Lender shall have any right of action whatsoever against the Agent as a result of provide specific indemnification, to the Agent's acting satisfaction, ratably according to such Lender's share of the Loan, against any and all liability and expense which may be incurred by the Agent by taking, failing to take, or refusing to take, such action. The Agent shall in all cases be fully protected in acting, or in refraining from acting hereunder or acting, under any other Credit Document the Financing Documents in accordance with the instructions an instruction to it of the Required Lenders (orLenders, where a higher percentage unless the consent of all the Lenders is expressly required hereunder, such in which case the Agent shall be so protected when acting in accordance with instructions from all the Lenders), and such instructions . Such request and any action taken or failure to act pursuant thereto shall be binding upon all Lenders and future holders of the Lenders (including all subsequent Lenders)Note. In fulfilling any agreement in any of the Financing Documents relating to the release of any item of Collateral, the Agent may rely upon any certification of the Borrowers as to the fulfillment of any conditions to, or the compliance with any covenants or agreements relating to, such release, including, without limitation, any such condition as to the nonexistence of any Default or Event of Default and any such covenant that any such item be sold or otherwise disposed of in connection with such release.

Reliance by Agent. The Agent shall be entitled to rely, and shall be fully protected in relying, upon any note, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, consent order or other communication (including, without limitation, any thereof by telephone, telecopy, telex, telegram document or cable) conversation believed by it in good faith to be genuine and correct and to have been signed, sent or made by the proper Person or PersonsPersons and upon advice and statements of legal counsel (including, without limitation, counsel to the Borrower), independent accountants and other experts selected by the Agent. The Agent may deem and treat each Lender the payee of any Note as the owner of its interest hereunder thereof for all purposes hereof unless and until a written the Agent shall have actual notice of the assignment, negotiation or transfer thereof shall have been given to the Agent in accordance with the provisions of this Agreementany transferee. The Agent shall be entitled to refrain from taking fully justified in failing or omitting refusing to take any action in connection with under this Agreement or any and the other Credit Document (i) if such action or omission would, in the reasonable opinion of the Agent, violate any applicable law or any provision of this Agreement or any other Credit Document or (ii) Transaction Documents unless and until it shall have received first receive such advice or concurrence of the Required Lenders (or, where a higher percentage of the Lenders is when expressly required hereunderhereby, such Lendersall the Holders) as it deems appropriate appropriate, if any, or it shall first have been be indemnified to its satisfaction by the Holders and Lenders against any and all liability and expense (other than liability and expense arising from its own gross negligence or willful misconduct) that which may be incurred by it by reason of taking, taking or continuing to take or omitting to take any such actionaction except for its own gross negligence or willful misconduct (each as determined in a final, non-appealable judgment by a court of competent jurisdiction). Without limiting the foregoingThe Agent shall in all cases be fully protected in acting, no Lender shall have any right of action whatsoever against the Agent as a result of the Agent's acting or in refraining from acting hereunder or acting, under any this Agreement and the other Credit Document Transaction Documents in accordance with the instructions a request of the Required Lenders (or, where a higher percentage of the Lenders is when expressly required hereunderhereby, such Lendersall the Holders), and such instructions request and any action taken or failure to act pursuant thereto shall be binding upon all the Holders and Lenders and all future Holders and Lenders. Without limiting the foregoing, Agent: (a) shall not be responsible or otherwise incur liability for any action or omission taken in reliance upon the instructions of the Required Lenders or for the actions or omissions of any of its Related Parties selected with reasonable care (other than employees, officers and directors of Agent, when acting on behalf of Agent); (b) shall not be responsible to any Lender, Holder or other Person for the due execution, legality, validity, enforceability, effectiveness, genuineness, sufficiency or value of, or the attachment, perfection or priority of any Lien created or purported to be created under or in connection with, any Transaction Document; and (c) makes no warranty or representation, and shall not be responsible, to any Lender, Holder or other Person for any statement, document, information, representation or warranty made or furnished by or on behalf of any Credit Party or any Related Party of any Credit Party in connection with any Transaction Document or any transaction contemplated therein or any other document or information with respect to any Credit Party, whether or not transmitted or omitted to be transmitted by Agent, including all subsequent Lenders).as to completeness, accuracy, scope or adequacy thereof, or for the scope, nature or results of any due diligence performed by Agent in connection with the Transaction Documents; and, for each of the items set forth in clauses (a) through (c) above, each Lender, Holder and Credit Party hereby waives and agrees not to assert (and Borrower shall cause each other Credit Party to waive and agree not to assert) any right, claim or cause of action it might have against Agent based thereon. US_142815097

Reliance by Agent. (a) The Banks agree that the Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, resolution, notice, statementconsent, consent certificate, affidavit, letter, telegram, facsimile, telex or telephone message, statement or other communication (including, without limitation, any thereof by telephone, telecopy, telex, telegram document or cable) conversation believed by it in good faith 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 the Borrower, Holdings or any Subsidiary Guarantor), independent accountants and other experts selected by the Agent. The Agent may deem and treat each Lender as Banks agree that the owner of its interest hereunder for all purposes hereof unless and until a written notice of the assignment, negotiation or transfer thereof shall have been given to the Agent in accordance with the provisions of this Agreement. The Agent shall be entitled to refrain from taking fully justified in failing or omitting refusing to take any action in connection with under this Agreement or any other Credit Loan Document (i) if such action or omission would, in the reasonable opinion of the Agent, violate any applicable law or any provision of this Agreement or any other Credit Document or (ii) unless and until it shall have received first receive such advice or concurrence of the Required Lenders (Banks or, where a higher percentage of as required by Section 12.01, all the Lenders is expressly required hereunder, such Lenders) Banks as it deems appropriate or and, if it so requests, it shall first have been be indemnified to its satisfaction by the Lenders Banks against any and all liability and expense (other than liability and expense arising from its own gross negligence or willful misconduct) that which may be incurred by it by reason of taking, taking or continuing to take or omitting to take any such action. Without limiting the foregoingThe Agent shall in all cases be fully protected in acting, no Lender shall have any right of action whatsoever against the Agent as a result of the Agent's acting or in refraining from acting hereunder acting, under this Agreement or under any other Credit Loan Document in accordance with the instructions a request or consent of the Required Lenders (Banks or, where a higher percentage of as required by Section 12.01 all the Lenders is expressly required hereunder, such Lenders)Banks, and such instructions request and any action taken or failure to act pursuant thereto shall be binding upon all of the Lenders Banks. (including all subsequent Lenders)b) For purposes of determining compliance with the conditions specified in Section 5.01 as it relates to the occurrence of the Closing Date, each Bank that has executed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with each document or other matter either sent by the Agent to such Bank for consent, approval, acceptance or satisfaction, or required thereunder to be consented to or approved by or acceptable or satisfactory to such Bank, unless an officer of the Agent responsible for the transactions contemplated by the Loan Documents shall have received notice from such Bank prior to the Closing Date specifying in reasonable detail its objection thereto and either such objection shall not have been withdrawn by notice to the Agent to that effect or such Bank shall not have made available to the Agent such Bank's ratable portion of any Borrowing to be made on such date.

Reliance by Agent. The Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, resolution, notice, statementconsent, consent certificate, affidavit, letter, telegram, telefacsimile or other communication (includingelectronic method of transmission, without limitationtelex or telephone message, any thereof by telephone, telecopy, telex, telegram statement or cable) other document or conversation believed by it in good faith to be genuine and correct and to have been signed, sent 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. The Agent may deem and treat each Lender as the owner of its interest hereunder for all purposes hereof unless and until a written notice of the assignment, negotiation or transfer thereof shall have been given to the Agent in accordance with the provisions of this Agreement. The Agent shall be entitled to refrain from taking fully justified in failing or omitting refusing to take any action in connection with under this Agreement or any other Credit Loan Document (i) if such action or omission would, in the reasonable opinion of the Agent, violate any applicable law or any provision of this Agreement or any other Credit Document or (ii) unless and until it Agent shall have received first receive such advice or concurrence of the Required Lenders (or, where a higher percentage of the Lenders is expressly required hereunder, such Lenders) as it deems appropriate and until such instructions are received, Agent shall act, or refrain from acting, as it deems advisable. Agent shall not 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 Agent is required to exercise as directed in writing by the Required Lenders. If Agent so requests, it shall first have been be indemnified to its reasonable satisfaction by the Lenders against any and all liability and expense (other than liability and expense arising from its own gross negligence or willful misconduct) that may be incurred by it by reason of taking, taking or continuing to take or omitting to take any such action. Without limiting the foregoingAgent shall in all cases be fully protected in acting, no Lender shall have any right of action whatsoever against the Agent as a result of the Agent's acting or in refraining from acting hereunder acting, under this Agreement or under any other Credit Loan Document in accordance with the instructions a request or consent of the Required Lenders (or, where a higher percentage of the Lenders is expressly required hereunder, such Lenders), and such instructions request and any action taken or failure to act pursuant thereto shall be binding upon all of the Lenders. In determining compliance with any condition hereunder to the making of a Term Loan, that by its terms must be fulfilled to the satisfaction of the Lenders, Agent may presume that such condition is satisfactory to the Lenders (including all subsequent Lenders)unless Agent shall have received notice to the contrary from the Lenders prior to the making of such Loan.

Reliance by Agent. The Agent shall be entitled to ----------------- rely, and shall be fully protected in relying, upon any writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, consent order or other communication (including, without limitation, any thereof by telephone, telecopy, telex, telegram document or cable) conversation believed by it in good faith to be genuine and correct and to have been signed, sent or made by the proper Person or PersonsPersons and upon advice and statements of legal counsel (including, without limitation, counsel to the Borrower), independent accountants and other experts selected by the Agent. The Agent may deem and treat each Lender the payee of any Note as the owner of its interest hereunder thereof for all purposes hereof unless and until a written notice of the assignment, negotiation or transfer thereof shall have been given to the Agent in accordance filed with the provisions of this AgreementAgent. The Agent shall be entitled to refrain from taking fully justified in failing or omitting refusing to take any action in connection with under this Agreement or any other Credit Document (i) if such action or omission would, in the reasonable opinion of the Agent, violate any applicable law or any provision of this Agreement or any other Credit Document or (ii) unless and until it shall have received first receive such advice or concurrence of the Required Lenders (or, where a higher percentage of the Lenders is expressly required hereunder, such Lenders) as it deems appropriate or it shall first have been be indemnified to its satisfaction by the Lenders against any and all liability and expense (other than liability and expense arising from its own gross negligence or willful misconduct) that which may be incurred by it by reason of taking, taking or continuing to take or omitting to take any such action. The Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the Notes and the other Credit Documents in accordance with a request of the Lenders, and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the Notes. Without limiting the generality of the foregoing, no Lender shall have any right of action whatsoever against the Agent as a result of the Agent's Agent acting or refraining from acting hereunder or under any other Credit Document Documents in accordance with the instructions of the Required Lenders (or, where a higher percentage of the Lenders is expressly required hereunder, such Lenders), and such instructions and any action taken or failure to act pursuant thereto shall be binding upon all of the Lenders (including all subsequent Lenders).

Reliance by Agent. (a) The Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, resolution, notice, statementconsent, consent certificate, affidavit, letter, facsimile, or telephone message, statement or other communication (including, without limitation, any thereof by telephone, telecopy, telex, telegram document or cable) conversation believed by it in good faith to be genuine and correct and to have been signed, sent or made by the proper Person or Persons. The Agent may deem Persons and treat each Lender as the owner upon any advice and statements of its interest hereunder for all purposes hereof unless and until a written notice of the assignment, negotiation or transfer thereof shall have been given legal counsel (including counsel to the Agent in accordance with Company), independent accountants and other experts selected by the provisions of this AgreementAgent. The Agent shall be entitled to refrain from taking fully justified in failing or omitting refusing to take any action in connection with under this Agreement or any other Credit Loan Document (i) if such action or omission would, in the reasonable opinion of the Agent, violate any applicable law or any provision of this Agreement or any other Credit Document or (ii) unless and until it shall have received first receive such advice or concurrence of the Required Lenders (or, where a higher percentage of the Lenders is expressly required hereunder, such Lenders) as it deems appropriate or and, if it so requests, it shall first have been be indemnified to its satisfaction by the Lenders against any and all liability and expense (other than liability and expense arising from its own gross negligence or willful misconduct) that which may be incurred by it by reason of taking, taking or continuing to take or omitting to take any such action. Without limiting Except to the foregoingextent expressly provided in Section 12.02, no Lender shall have any right of action whatsoever against the Agent as a result of the Agent's acting shall in all cases be fully protected in acting, or in refraining from acting hereunder acting, under this Agreement or under any other Credit Loan Document in accordance with a request or the instructions consent of the Required Lenders (or, where a higher percentage of the Lenders is expressly required hereunder, such Lenders), and such instructions request or consent and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the Loans or any portion thereof. (b) For purposes of determining compliance with the conditions specified in Sections 7.01 and 7.02, each Lender 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 the Lenders (including all subsequent Lenders)unless an officer of the Agent responsible for the transactions contemplated by the Loan Documents shall have received notice from such Lender prior to the initial Borrowing specifying its objection thereto and either such objection shall not have been withdrawn by notice to the Agent to that effect or such Lender shall not have made available to the Agent such Lender’s Commitment Percentage of such Borrowing.

Reliance by Agent. The Agent shall be entitled to rely, and shall be ----------------- fully protected in relying, upon any notice, statement, consent or other communication (including, without limitation, any thereof by telephone, telecopy, telex, telegram or cable) believed by it in good faith to be genuine and correct and to have been signed, sent or made by the proper Person or Persons. The Agent may deem and treat each Lender as the owner of its interest hereunder for all purposes hereof unless and until a written notice of the assignment, negotiation or transfer thereof shall have been given to the Agent in accordance with the provisions of this Agreement. The Agent shall be entitled to refrain from taking or omitting to take any action in connection with this Agreement or any other Credit Document (i) if such action or omission would, in the reasonable opinion of the Agent, violate any applicable law or any provision of this Agreement or any other Credit Document or (ii) unless and until it shall have received such advice or concurrence of the Required Lenders (or, where a higher percentage of the Lenders is expressly required hereunder, such Lenders) as it deems appropriate or it shall first have been indemnified to its satisfaction by the Lenders against any and all liability and expense (other than liability and expense arising from its own gross negligence or willful misconduct) that may be incurred by it by reason of taking, continuing to take or omitting to take any such action. Without limiting the foregoing, no Lender shall have any right of action whatsoever against the Agent as a result of the Agent's acting or refraining from acting hereunder or under any other Credit Document in accordance with the instructions of the Required Lenders (or, where a higher percentage of the Lenders is expressly required hereunder, such Lenders), and such instructions and any action taken or failure to act pursuant thereto shall be binding upon all of the Lenders (including all subsequent Lenders).