Common use of Reliance by Agents Clause in Contracts

Reliance by Agents. The Administrative Agent and the Collateral 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, order or other document or instruction believed by it to be genuine and correct and to have been signed, sent or made by the proper person or persons and upon advice and statements of legal counsel (including counsel to the Borrower), independent accountants and other experts selected by the Administrative Agent or the Collateral Agent. The Administrative Agent may deem and treat the Lender specified in the Register with respect to any amount owing hereunder as the owner thereof for all purposes unless a written notice of assignment, negotiation or transfer thereof shall have been filed with the Administrative Agent. The Administrative Agent and the Collateral Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Document unless it shall first receive such advice or concurrence of the Required Lenders as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense that may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent and the Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the other Loan Documents in accordance with a request of the Required 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 Loans.

Reliance by Agents. The Administrative Collateral Agent and the Collateral Agent Managing Agents shall in all cases 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, order or other document or instruction conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper person Person or persons Persons and upon advice and statements of legal counsel (including including, without limitation, counsel to the BorrowerSeller), independent accountants and other experts selected by the Administrative Collateral Agent or the Collateral any Managing Agent. The Administrative Agent may deem and treat the Lender specified in the Register with respect to any amount owing hereunder as the owner thereof for all purposes unless a written notice of assignment, negotiation or transfer thereof shall have been filed with the Administrative Agent. The Administrative Collateral Agent and the Collateral Agent Managing Agents shall in all cases be fully justified in failing or refusing to take any action under this Agreement or any other Loan Transaction Document unless it shall first receive such advice or concurrence of the Conduit Purchasers or the Required Lenders Committed Purchasers or all of the Purchasers, as it deems applicable, as they deem appropriate or it and they shall first be indemnified to its their satisfaction by the Lenders against Purchasers, provided that unless and until the Collateral Agent or any Managing Agent shall have received such advice, the Collateral Agent or such Managing Agent may take or refrain from taking any action, as the Collateral Agent or such Managing Agent shall deem advisable and all liability and expense that may be incurred by it by reason in the best interests of taking or continuing to take any such actionthe Purchasers. The Administrative Collateral Agent and the Collateral Agent Managing Agents shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the other Loan Documents in accordance with a request of the related Conduit Purchasers or the Required LendersCommitted Purchasers or all of the Purchasers, as applicable, 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 LoansPurchasers.

Reliance by Agents. The Administrative Agent and the Collateral 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, order or other document or instruction believed by it to be genuine and correct and to have been signed, sent or made by the proper person Person or persons Persons and upon advice and statements of legal counsel (including counsel to the Borrower), independent accountants and other experts selected by the Administrative Agent or the Collateral Agent. The Administrative Agent may deem and treat the Lender specified in the Register with respect to any amount owing hereunder as the owner thereof for all purposes unless a written notice of assignment, negotiation or transfer thereof shall have been filed with the Administrative Agent. The Administrative Agent and the Collateral Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Credit Document unless it shall first receive such advice or concurrence of the Required Lenders as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense that may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent and the Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the other Loan Credit Documents in accordance with a request of the Required 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 Loans.

Reliance by Agents. The Administrative Agent and the Collateral 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, order or other document or instruction believed by it to be genuine and correct and to have been signed, sent or made by the proper person Person or persons Persons and upon advice and statements of legal counsel (including counsel to Holdings and the BorrowerBorrowers), independent accountants and other experts selected by the Administrative Agent or the Collateral Agent. The Administrative Agent may deem and treat the Lender specified in the Register with respect to any amount owing hereunder as the owner thereof for all purposes unless a written notice of assignment, negotiation or transfer thereof shall have been filed with the Administrative Agent. The Administrative Agent and the Collateral Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Credit Document unless it shall first receive such advice or concurrence of the Required Lenders as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense that may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent and the Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the other Loan Credit Documents in accordance with a request of the Required 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 Loans; provided that the Administrative Agent and the Collateral Agent shall not 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 Credit Document or applicable law.

Reliance by Agents. The Administrative Agent Agents and the Collateral 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, order or other document or instruction believed by it to be genuine and correct and to have been signed, sent or made by the proper person Person or persons Persons and upon advice and statements of legal counsel (including counsel to the Borrower), independent accountants and other experts selected by the each Administrative Agent or the Collateral Agent. The applicable Administrative Agent may deem and treat the Lender specified in the Register with respect to any amount owing hereunder as the owner thereof for all purposes unless a written notice of assignment, negotiation or transfer thereof shall have been filed with the such Administrative AgentAgents. The Administrative Agent Agents and the Collateral Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Credit Document unless it shall first receive such advice or concurrence of the Required Lenders as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense that may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent Agents and the Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the other Loan Credit Documents in accordance with a request of the Required 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 Loans; provided that the Administrative Agents and the Collateral Agent shall not 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 Credit Document or applicable law.

Reliance by Agents. The Administrative Agent and the Collateral 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 messageelectronic mail, statement, order or other document or instruction conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper person Person or persons Persons and upon advice and statements of legal counsel (including counsel to the BorrowerCredit Parties), independent accountants and other experts selected by the Administrative Agent or the Collateral Agent. The Administrative Agent may deem and treat the Lender specified in the Register with respect to payee of any amount owing hereunder note as the owner thereof for all purposes unless a written notice of assignment, negotiation or transfer thereof shall have been filed with the Administrative Agent. The Administrative Agent and the Collateral Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Credit Document unless it shall first receive such advice or concurrence of the Required Lenders (or, if so specified by this Agreement, all or other requisite Lenders) as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense that may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent and the Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the other Loan Credit Documents in accordance with a request of the Required Lenders (or, if so specified by this Agreement, all 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 LoansLoans and all other Secured Parties.

Reliance by Agents. The Administrative Agent and the Collateral 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, order or other document or instruction believed by it (in good faith) to be genuine and correct and to have been signed, sent or made by the proper person Person or persons Persons and upon advice and statements of legal counsel (including counsel to the Borrower), independent accountants and other experts selected by the Administrative Agent or the Collateral Agent. The Administrative Agent may deem and treat the Lender specified in the Register with respect to any amount owing hereunder as the owner thereof for all purposes unless a written notice of assignment, negotiation or transfer thereof shall have been filed with the Administrative Agent. The Administrative Agent and the Collateral Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Credit Document unless it shall first receive such advice or concurrence of the Required Lenders as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense that may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent and the Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the other Loan Credit Documents in accordance with a request of the Required 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 Loans; provided, that the Administrative Agent and the Collateral Agent shall not 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 Credit Document or applicable law.

Reliance by Agents. The Administrative Agent and the Collateral Each 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, order or other document or instruction conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper person Person or persons Persons and upon advice and statements of legal counsel (including including, without limitation, counsel to the Borrower), independent accountants and other experts selected by the Administrative Agent or the Collateral such Agent. The Administrative Each Agent may deem and treat the Lender specified payee of any Note or any loan account in the Register with respect to any amount owing hereunder as the owner thereof for all purposes unless a written notice of assignment, negotiation or transfer thereof shall have been filed with the Administrative Agent. The Administrative Agent and the Collateral Each Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Document unless it shall first receive such advice or concurrence of the Required Lenders as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense that which may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent and the Collateral Each Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement Agreement, the Notes and the other Loan Documents in accordance with a request of the Required 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 Loansamounts owing hereunder.

Reliance by Agents. The Administrative Agent and the Collateral 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, order or other document or instruction conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper person Person or persons Persons and upon advice and statements of legal counsel (including counsel to the Borrower), independent accountants and other experts selected by the Administrative Agent or the Collateral Agent. The Administrative Agent may deem and treat the Lender specified in the Register with respect to any amount owing hereunder as the owner thereof for all purposes unless a written notice of assignment, negotiation or transfer thereof shall have been filed with the Administrative Agent. The Administrative Agent and the Collateral Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Credit Document unless it shall first receive such advice or concurrence of the Required Lenders as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense that may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent and the Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the other Loan Credit Documents in accordance with a request of the Required 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 Loans.

Reliance by Agents. The Administrative Agent and the Collateral Each 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, order or other document or instruction conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper person Person or persons Persons and upon advice and statements of legal counsel (including including, without limitation, counsel to the BorrowerCompany or any other Loan Party), independent accountants and other experts selected by the Administrative Agent or the Collateral such Agent. The Administrative Agent may deem and treat the Lender specified in the Register with respect to payee of any amount owing hereunder Note as the owner thereof for all purposes unless a written notice of assignment, negotiation or transfer thereof shall have been filed with the Administrative Agent. The Administrative Agent and the Collateral Each Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Document unless it shall first receive such advice or concurrence of the Required relevant Lenders as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense that which may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent and the Collateral Each Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the other Loan Documents in accordance with a request of the Required Lendersrelevant Lenders entitled to so act, 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 Loans.

Reliance by Agents. The Administrative Agent and the Collateral 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, order or other document or instruction believed by it to be genuine and correct and to have been signed, sent or made by the proper person or persons and upon advice and statements of legal counsel (including counsel to the BorrowerBorrowers), independent accountants and other experts selected by the Administrative Agent or the Collateral Agent. The Administrative Agent may deem and treat the Lender specified in the Register with respect to any amount owing hereunder as the owner thereof for all purposes unless a written notice of assignment, negotiation or transfer thereof shall have been filed with the Administrative Agent. The Administrative Agent and the Collateral Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Document unless it shall first receive such advice or concurrence of the Required Lenders as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense that may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent and the Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the other Loan Documents in accordance with a request of the Required 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 Loans.

Reliance by Agents. The Administrative Agent and the Collateral 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, order or other document or instruction believed by it to be genuine and correct and to have been signed, sent or made by the proper person Person or persons Persons and upon advice and statements of legal counsel (including counsel to the Borrower), independent accountants and other experts selected by the Administrative Agent or the Collateral Agent. The Administrative Agent may deem and treat the Lender specified in the Register with respect to any amount owing hereunder as the owner thereof for all purposes unless a written notice of assignment, negotiation assignment or transfer thereof shall have been filed with the Administrative Agent. The Administrative Agent and the Collateral Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Credit Document unless it shall first receive such advice or concurrence of the Required Lenders as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense that may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent and the Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the other Loan Credit Documents in accordance with a request of the Required 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 Loans; provided that the Administrative Agent and the Collateral Agent shall not 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 Credit Document or applicable law.

Reliance by Agents. The Administrative Agent and the Collateral 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, order or other document or instruction believed by it to be genuine and correct and to have been signed, sent or made by the proper person Person or persons Persons and upon advice and statements of legal counsel (including counsel to the BorrowerBorrowers), independent accountants and other experts selected by the Administrative Agent or the Collateral Agent. The Administrative Agent and the Collateral Agent may deem and treat the Lender specified in the Register with respect to any amount owing hereunder as the owner thereof for all purposes unless a written notice of assignment, negotiation or transfer thereof shall have been filed with the Administrative Agent. The Administrative Agent and the Collateral Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Document unless it shall first receive such advice or concurrence of the Required Lenders as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense that may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent and the Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the other Loan Documents in accordance with a request of the Required 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 Loans; provided that the Administrative Agent and Collateral Agent shall not 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.

Reliance by Agents. The Administrative Agent Agents and the Collateral Agent their respective Related Parties shall be entitled to rely, and shall be fully protected in relying, upon any instrument, writing, resolution, notice, consent, certificate, affidavit, letter, telecopyfax, telex or teletype message, statement, order or other document or instruction conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper person or persons and upon advice and statements of legal counsel (including counsel to Holdings or the Borrower), independent accountants and other experts selected by the Administrative Agent or the Collateral AgentAgents. The Administrative Agent Agents and their Related Parties may deem and treat the Lender specified in the Register with respect to payee of any amount owing hereunder Note as the owner thereof for all purposes unless a written notice of assignment, negotiation or transfer thereof shall have been filed with the Administrative Agent. The Administrative Agent Agents and the Collateral Agent their Related Parties shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Document unless it shall first receive such advice or concurrence of the Required Lenders (or, if so specified by this Agreement, all Lenders) as it any such person deems appropriate or it such person shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense that may be incurred by it such person by reason of taking or continuing to take any such action. The Administrative Agent Agents and the Collateral Agent their respective Related Parties shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the other Loan Documents in accordance with a request of the Required Lenders (or, if so specified by this Agreement, all Lenders) (or, in the case of the Collateral Agent, in accordance with a request from the Administrative Agent), 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 Loans.

Reliance by Agents. The Administrative Agent and the Collateral Agent shall be entitled to rely, and shall be fully protected in relying, upon any Note, entries maintained in the Register, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order or other document or instruction believed conversation be- lieved by it to be genuine and correct and to have been signed, sent or made by the proper person Person or persons Persons and upon advice and statements of legal le- gal counsel (including including, without limitation, counsel to the Borrower), independent independ- ent accountants and other experts selected by the Administrative Agent or the Collateral Agent. The Administrative Agent may deem and treat the Lender specified in the Register with respect to payee of any amount owing hereunder Note as the owner thereof for all purposes unless a written notice of assignment, negotiation nego- tiation or transfer thereof shall have been filed with the Administrative Agent. The Administrative Agent and the Collateral Agent shall be fully justified in failing or refusing re- fusing to take any action under this Agreement or any other Loan Credit Document unless it shall 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 be indemnified to its satisfaction by the Lenders against any and all liability and expense that which may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent and the Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the other Loan Documents any Credit Document in accordance accor- dance with a request of the Required LendersLenders (unless a higher percentage of Lenders is expressly required), 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 LoansNotes.

Reliance by Agents. The Administrative Agent Each Agent, Lead Arranger and the Collateral Agent Issuing Bank shall be entitled to rely, and shall be fully protected in relying, rely upon any writing, resolution, notice, consent, certificate, affidavit, letter, telecopy, telex or teletype message, statement, order notice or other document (including any cable, telegram, telecopy or instruction telex) believed by it to be genuine and correct and to have been signed, signed or sent by or made by on behalf of the proper person Person or persons Persons, and upon advice and statements of legal counsel (including counsel to the Borrower)counsel, independent accountants and other experts selected by the Administrative Agent such Agent, Lead Arranger or the Collateral AgentIssuing Bank. The Administrative Agent may deem and treat the Lender specified in the Register with respect As to any amount owing hereunder as matters related to this Agreement or the owner thereof for all purposes unless a written notice transactions contemplated hereby, none of assignmentthe Agents, negotiation or transfer thereof shall have been filed with Lead Arrangers nor the Administrative Agent. The Administrative Agent and the Collateral Agent Issuing Bank shall be fully justified in failing or refusing required to take any action under this Agreement or exercise any other Loan Document unless it discretion, but the Agents, Lead Arrangers and the Issuing Bank shall first receive such advice be required to act or concurrence to refrain from acting upon instructions of the Required Lenders as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense that may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent and the Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, hereunder or under this Agreement and the any other Loan Documents Transaction Document in accordance with a request the instructions of the Required Lenders, and such request instructions of the Required Lenders and any action taken or failure to act pursuant thereto shall be binding upon on all the Lenders and all future holders of the LoansSecured Parties. Notwithstanding the foregoing, nothing herein shall be deemed to require approval by the Required Lenders to the extent that Lead Arranger approval is expressly provided for herein or in any other Financing Document.

Reliance by Agents. The Administrative Agent and the Collateral 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, order or other document or instruction believed by it to be genuine and correct and to have been signed, sent or made by the proper person Person or persons Persons and upon advice and statements of legal counsel (including counsel to the Borrower), independent accountants and other experts selected by the Administrative Agent or the Collateral Agent. The Administrative Agent and the Collateral Agent may deem and treat the Lender specified in the Register with respect to any amount owing hereunder as the owner thereof for all purposes unless a written notice of assignment, negotiation or transfer thereof shall have been filed with the Administrative Agent. The Administrative Agent and the Collateral Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Document unless it shall first receive such advice or concurrence of the Required Lenders as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense that may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent and the Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the other Loan Documents in accordance with a request of the Required 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 Loans; provided that the Administrative Agent and Collateral Agent shall not 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.

Reliance by Agents. The Each Administrative Agent and the Collateral 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, order or other document or instruction conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper person Person or persons Persons and upon advice and statements of legal counsel (including counsel to the BorrowerBorrowers), independent accountants and other experts selected by the such Administrative Agent or the Collateral Agent. The Each Administrative Agent may deem and treat the Lender specified in the Register with respect to any amount owing hereunder as the owner thereof for all purposes unless a written notice of assignment, negotiation or transfer thereof shall have been filed with the such Administrative Agent. The Each Administrative Agent and the Collateral Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Credit Document unless it shall first receive such advice or concurrence of the Required Lenders as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense that may be incurred by it by reason of taking or continuing to take any such action. The Each Administrative Agent and the Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the other Loan Credit Documents in accordance with a request of the Required 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 Loans.

Reliance by Agents. The Administrative Agent and the Collateral 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, order or other document or instruction conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper person Person or persons Persons and upon advice and statements of legal counsel (including counsel to the Borrower), independent accountants and other experts selected by the Administrative Agent or the Collateral Agent. The Administrative Agent may deem and treat the Lender specified in the Register with respect to any amount owing hereunder as the owner thereof for all purposes unless a written notice of assignment, negotiation or transfer thereof shall have been filed with the Administrative Agent. The Administrative Agent and the Collateral Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Credit Document unless it shall first receive such advice or concurrence of the Required Lenders as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense that may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent and the Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the other Loan Credit Documents in accordance with a request of the Required 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 Loans.

Reliance by Agents. The Administrative Agent and the Collateral 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, order or other document or written instruction believed by it to be genuine and correct and to have been signed, sent or made by the proper person or persons and upon advice and statements of legal counsel (including counsel to Holdings and the Borrower), independent accountants and other experts selected by the Administrative Agent or the Collateral Agent. The Administrative Agent may deem and treat the Lender specified in the Register with respect to any amount owing hereunder as the owner thereof for all purposes unless a written notice of assignment, negotiation or transfer thereof shall have been filed with the Administrative Agent. The Administrative Agent and the Collateral Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Document unless it shall first receive such advice or concurrence of the Required Lenders as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense that may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent and the Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the other Loan Documents in accordance with a request of the Required 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 Loans.

Reliance by Agents. The Administrative Agent and the Collateral Each 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, order or other document or instruction conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper person Person or persons Persons and upon advice and statements of legal counsel (including including, without limitation, counsel to the BorrowerBorrower or any other Loan Party), independent accountants and other experts selected by the Administrative Agent or the Collateral such Agent. The Administrative Each Agent may deem and treat the Lender specified in the Register with respect to payee of any amount owing hereunder Note as the owner thereof for all purposes unless a written notice of assignment, negotiation or transfer thereof shall have been filed with the Administrative Agent. The Administrative Agent and the Collateral Each Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Document unless it shall first receive such advice or concurrence of the Required Lenders as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense that which may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent and the Collateral Each Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the other Loan Documents in accordance with a request of the Required 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 Loans.

Reliance by Agents. The Administrative Agent and the Collateral Each Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, resolution, notice, consent, certificate, affidavit, letter, telecopytelegram, facsimile, telex or teletype telephone message, statement, order statement or other document or instruction conversation reasonably believed by it to be genuine and correct and to have been signed, sent sent, or made by the proper person or persons Person, and upon advice and statements of legal counsel (including counsel to the BorrowerBorrowers or counsel to any Lender), independent accountants and other experts selected by the Administrative Agent or the Collateral such Agent. The Administrative Agent may deem and treat the Lender specified in the Register with respect to any amount owing hereunder as the owner thereof for all purposes unless a written notice of assignment, negotiation or transfer thereof shall have been filed with the Administrative Agent. The Administrative Agent and the Collateral Each Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Document unless it first shall first receive such advice or concurrence of the Required Lenders as it deems appropriate and until such instructions are received, such Agent shall act, or refrain from acting, as it deems advisable. If the Administrative Agent or the Collateral Agent so requests, it first shall first be indemnified to its reasonable satisfaction by the Lenders against any and all liability and expense that may be incurred by it by reason of taking or continuing to take any such actionaction under this Agreement or any other Loan Document. The Administrative Agent and the Collateral Agent shall in all cases shall be fully protected in acting, or in refraining from acting, under this Agreement and the or any other Loan Documents Document in accordance with a request or consent of the Required Lenders or the Lenders, and such request as required under this Agreement and any action taken or failure to act pursuant thereto to such request or consent shall be binding upon all the Lenders and all future holders of the LoansLenders.

Reliance by Agents. The Administrative Agent and the Collateral Each 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, order or other document or instruction conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper person Person or persons Persons and upon advice and statements of legal counsel (including counsel to the Company or the Borrower), independent accountants and other experts selected by the Administrative Agent or the Collateral such Agent. The Administrative Agent may deem and treat the Lender specified in the Register with respect to payee of any amount owing hereunder Note as the owner thereof for all purposes unless a written notice of assignment, negotiation or transfer thereof shall have been filed with the Administrative Agent. The Administrative Agent and the Collateral Each Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Document unless it shall first receive such advice or concurrence of the Required Majority Lenders (or, if so specified by this Agreement, all Lenders) as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense that may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent and the Collateral Agent Agents shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the other Loan Documents in accordance with a request of the Required Majority Lenders (or, if so specified by this Agreement, all 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 Revolving Loans. Upon receipt by the Administrative Agent from the Borrower of any communication calling for action on the part of the Lenders or upon notice from any other Lender to the Administrative Agent of any Default or Event of Default, the Administrative Agent shall promptly notify each other Lender thereof.

Reliance by Agents. The Administrative Agent and the Collateral Syndication Agent shall be entitled to rely, and shall be fully protected in relying, upon any note, writing, resolution, notice, consent, certificate, affidavit, letter, telecopycablegram, telegram, facsimile, telex or teletype message, statement, order or other document or instruction conversation reasonably believed by it to be genuine and correct and to have been signed, sent or made by the proper person Person or persons Persons and upon advice and statements of legal counsel (including including, without limitation, counsel to the BorrowerBorrower or any of its Subsidiaries), independent accountants and other experts selected by the Administrative Agent or the Collateral Syndication Agent. The Administrative Agent may deem and treat the Lender specified in the Register with respect to any amount owing hereunder , as the owner thereof for all purposes unless a written notice of assignment, negotiation or transfer thereof shall have been filed with the Administrative Agentcase may be. The Administrative Agent and the Collateral Syndication Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Credit Document unless it shall first receive such advice or concurrence of the Required Lenders Banks as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders Banks against any and all liability and expense that which may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent and the Collateral Syndication Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the other Loan Credit Documents in accordance with a request of the Required LendersBanks, 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 LoansBanks.

Reliance by Agents. The Administrative Agent and the Collateral Each Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, resolution, notice, consent, certificate, affidavit, letter, telecopytelegram, facsimile, telex or teletype telephone message, statement, order statement or other document or instruction conversation reasonably believed by it to be genuine and correct and to have been signed, sent sent, or made by the proper person or persons Person, and upon advice and statements of legal counsel (including counsel to the BorrowerBorrowers or counsel to any Lender), independent accountants and other experts selected by the Administrative Agent or the Collateral such Agent. The Administrative Agent may deem and treat the Lender specified in the Register with respect to any amount owing hereunder as the owner thereof for all purposes unless a written notice of assignment, negotiation or transfer thereof shall have been filed with the Administrative Agent. The Administrative Agent and the Collateral Each Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Document unless it first shall first receive such advice or concurrence of the Required Lenders or the L/C Issuers as it deems appropriate and until such instructions are received, such Agent shall act, or refrain from acting, as it deems advisable. If the Administrative Agent or the Collateral Agent so requests, it first shall first be indemnified to its reasonable satisfaction by the Lenders against any and all liability and expense that may be incurred by it by reason of taking or continuing to take any such actionaction under this Agreement or any other Loan Document. The Administrative Agent and the Collateral Agent shall in all cases shall be fully protected in acting, or in refraining from acting, under this Agreement and the or any other Loan Documents Document in accordance with a request or consent of the Required Lenders or the Lenders, and such request as required under this Agreement and any action taken or failure to act pursuant thereto to such request or consent shall be binding upon all the Lenders and all future holders of the LoansL/C Issuers.

Reliance by Agents. The Administrative Agent and the Collateral Each Agent shall be entitled to rely, and shall be fully protected in relying, upon any Credit Document, writing, resolution, notice, consent, certificate, affidavit, letter, telecopy, telex or teletype message, statement, order or other document or instruction conversation reasonably believed by it to be genuine and correct and to have been signed, sent or made by the proper person Person or persons Persons and upon advice and statements of legal counsel (including including, without limitation, counsel to the BorrowerCredit Parties), independent accountants and other experts selected by the Administrative Agent or the Collateral such Agent. The Administrative Agent Agents may deem and treat the Lender specified in the Register with respect to payee of any amount owing hereunder Note as the owner thereof for all purposes unless a written notice of assignment, negotiation or transfer thereof shall have been filed with the Administrative Agent. The Administrative Agent and the Collateral Each Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Credit Document unless it shall first receive such advice or concurrence of the Required Lenders as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense that which may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent and the Collateral Each Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the other Loan Credit Documents in accordance with a request of the Required 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 LoansNotes.

Reliance by Agents. The Administrative Agent and the Collateral Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, communication, signature, resolution, representation, notice, consent, certificate, electronic mail message, affidavit, letter, telecopytelegram, facsimile, telex or teletype telephone message, statement, order statement or other document or instruction conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper person Person or persons Persons, and upon advice and statements of legal counsel (including counsel to the BorrowerCompany), independent accountants and other experts selected by the Administrative Agent or the Collateral Agent. The Administrative Agent may deem and treat the Lender specified in the Register with respect to any amount owing hereunder , as the owner thereof for all purposes unless a written notice of assignment, negotiation or transfer thereof shall have been filed with the Administrative Agentapplicable. The Administrative Agent and the Collateral Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Document unless it shall first receive such advice or concurrence of the Required Lenders as it deems appropriate or and, if it shall first be indemnified to its satisfaction by so requests, confirmation from the Lenders of their obligation to indemnify the Administrative Agent or the Collateral Agent, as applicable, against any and all liability and expense that which may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent and the Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the or any other Loan Documents Document in accordance with a request or consent of the Required Lenders, Lenders and such request and any action taken or failure to act pursuant thereto shall be binding upon all each Lender. For purposes of determining compliance with the Lenders and all future holders of conditions specified in Section 12, 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 LoansAdministrative Agent shall have received written notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Reliance by Agents. The Administrative Agent, the ------------------ Documentation Agent and the Collateral Syndication Agent shall be entitled to rely, and shall be fully protected in relying, upon any note, writing, resolution, notice, consent, certificate, affidavit, letter, telecopycablegram, telegram, facsimile, telex or teletype message, statement, order or other document or instruction conversation reasonably believed by it to be genuine and correct and to have been signed, sent or made by the proper person Person or persons Persons and upon advice and statements of legal counsel (including including, without limitation, counsel to the BorrowerBorrower or any of its Subsidiaries), independent accountants and other experts selected by the Administrative Agent, the Documentation Agent or the Collateral Syndication Agent. The Administrative Agent may deem and treat the Lender specified in the Register with respect to any amount owing hereunder , as the owner thereof for all purposes unless a written notice case may be. Each of assignment, negotiation or transfer thereof shall have been filed with the Administrative Agent. The Administrative , the Documentation Agent and the Collateral Syndication Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Credit Document unless it shall first receive such advice or concurrence of the Required Lenders Banks as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders Banks against any and all liability and expense that which may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent, the Documentation Agent and the Collateral Syndication Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the other Loan Credit Documents in accordance with a request of the Required LendersBanks, 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 LoansBanks.

Reliance by Agents. The Administrative Agent and the Collateral 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, order or other document or instruction believed by it to be genuine and correct and to have been signed, sent or made by the proper person or persons and upon advice and statements of legal counsel (including counsel to the Borrower), independent accountants and other experts selected by the Administrative Agent or the Collateral Agent. The Administrative Agent may deem and treat the Lender specified in the Register with respect to any amount owing hereunder as the owner thereof for all purposes unless a written notice of assignment, negotiation or transfer thereof shall have been filed with the Administrative Agent. The Administrative Agent and the Collateral Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Document unless it shall first receive such advice or concurrence of the Required Lenders as it deems appropriate or and it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense that may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent and the Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the other Loan Documents in accordance with a request of the Required 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 Loans.

Reliance by Agents. The Administrative Agent and the Collateral Each Agent shall be entitled to rely, and shall be fully protected in relying, upon any Note, writing, resolution, notice, consent, certificate, affidavit, letter, telecopyfacsimile, email, telex or teletype message, statement, order or other document or instruction conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper person Person or persons Persons and upon advice and statements of legal counsel (including including, without limitation, counsel to the BorrowerBorrower or any other Loan Party), independent accountants and other experts selected by the Administrative Agent or the Collateral such Agent. The Administrative Agent may deem and treat the Lender specified in the Register with respect to payee of any amount owing hereunder Note as the owner thereof for all purposes unless a written notice of assignment, negotiation or transfer thereof shall have been filed with the Administrative Agent. The Administrative Agent and the Collateral Each Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Document unless it shall first receive such advice or concurrence of the Required relevant Lenders as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense that which may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent and the Collateral Each Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the other Loan Documents in accordance with a request of the Required Lendersrelevant Lenders entitled to so act, 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 Loans.

Reliance by Agents. The Administrative Agent and the Collateral Agent Agents 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, order or other document or instruction conversation believed by it to be genuine and correct and to have been signed, sent or made 52 48 by the proper person Person or persons Persons and upon advice and statements of legal counsel (including including, without limitation, counsel to the Borrower), independent accountants and other experts selected by the Administrative Agent or the Collateral such Agent. The Administrative Agent Agents may deem and treat the Lender specified in the Register with respect to payee of any amount owing hereunder Note as the owner thereof for all purposes unless a written notice of assignment, negotiation or transfer thereof shall have been filed with the Administrative such Agent. The Administrative Agent and the Collateral Agent Agents shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Document unless it shall first receive such advice or concurrence of the Required Lenders as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense that which may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent and the Collateral Agent Agents shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the other Loan Documents in accordance with a request of the Required 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 Loans.

Reliance by Agents. The Administrative Agent and the Collateral Each 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, order or other document or instruction conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper person Person or persons Persons and upon advice and statements of legal counsel (including including, without limitation, counsel to the BorrowerBorrowers or either of them), independent accountants and other experts selected by the Administrative Agent or the Collateral such Agent. The Administrative Each Agent may deem and treat the Lender specified in the Register with respect to payee of any amount owing hereunder Note as the owner thereof for all purposes unless a written notice of assignment, negotiation assignment or transfer thereof shall have been filed with the Administrative such Agent. The Administrative Agent and the Collateral Each Agent shall be fully justified as between itself and the Lenders in failing or refusing to take any action under this Agreement or any other Loan Document unless it shall first receive such advice or concurrence of the Required Lenders as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense that which may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent and the Collateral Each Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the other Loan Documents in accordance with a request of the Required 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 Loans, the Reimbursement Obligations and the Acceptance Reimbursement Obligations.

Reliance by Agents. The Administrative Agent, the Syndication ------------------ Agent and the Collateral Documentation Agent shall be entitled to rely, and shall be fully protected in relying, upon any note, writing, resolution, notice, consent, certificate, affidavit, letter, telecopycable gram, telegram, facsimile, telex or teletype message, statement, order or other document or instruction conversation reasonably believed by it to be genuine and correct and to have been signed, sent or made by the proper person Person or persons Persons and upon advice and statements of legal counsel (including including, without limitation, counsel to the BorrowerBorrowers or any of their respective Subsidiaries), independent accountants and other experts selected by the Administrative Agent, the Syndication Agent or the Collateral Documentation Agent. The Administrative Agent may deem and treat the Lender specified in the Register with respect to any amount owing hereunder , as the owner thereof for all purposes unless a written notice case may be. Each of assignment, negotiation or transfer thereof shall have been filed with the Administrative Agent. The Administrative , the Syndication Agent and the Collateral Documentation Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Credit Document unless it shall first receive such advice or concurrence of the Required Lenders Banks as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders Banks against any and all liability and expense that which may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent, the Syndication Agent and the Collateral Documentation Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the other Loan Credit Documents in accordance with a request of the Required LendersBanks, 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 LoansBanks.

Reliance by Agents. The Administrative Agent and the Collateral Each 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, order or other document or instruction conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper person Person or persons Persons and upon advice and statements of legal counsel (including including, without limitation, counsel to the Borrower), independent accountants and other experts selected by the Administrative Agent or the Collateral such Agent. The Administrative Each Agent may deem and treat the Lender specified in the Register with respect to payee of any amount owing hereunder Note as the owner thereof for all purposes unless a written notice of assignment, negotiation or transfer thereof shall have been filed with the Administrative Agent. The Administrative Agent and the Collateral Each Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Document unless it shall first receive such advice or concurrence of the Required Lenders as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense that which may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent and the Collateral Each Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the Notes and the other Loan Documents in accordance with a request of the Required 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 LoansNotes.

Reliance by Agents. The Administrative Agent and the Collateral 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, order or other document or instruction believed by it to be genuine and correct and to have been signed, sent or made by the proper person or persons and upon advice and statements of legal counsel (including counsel to the Borrower), independent accountants and other experts selected by the Administrative Agent or the Collateral Agent. The Administrative Agent may deem and treat the Lender specified in the Register with respect to any amount owing hereunder as the owner thereof for all purposes unless a written notice of assignment, negotiation or transfer thereof shall have been filed with the Administrative Agent. The Administrative Agent and the Collateral Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Document unless it shall first receive such advice or concurrence of the Required Lenders (or, if so specified by this Agreement, all or other Lenders) as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense that may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent and the Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the other Loan Documents in accordance with a request or consent of the Required Lenders (or, if so specified by this Agreement, all or other Lenders), and such 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.

Reliance by Agents. The Administrative Agent and the Collateral Agent Agents 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, order or other document or instruction conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper person Person or persons Persons and upon advice and statements of legal counsel (including including, without limitation, counsel to the Borrower), independent accountants and other experts selected by the Administrative Agent or the Collateral such Agent. The Administrative Agent Agents may deem and treat the Lender specified in the Register with respect to payee of any amount owing hereunder Note as the owner thereof for all purposes unless a written notice of assignment, negotiation or transfer thereof shall have been filed with the Administrative such Agent. The Administrative Agent and the Collateral Agent Agents shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Credit Document unless it shall first receive such advice or concurrence of the Required Lenders as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense that which may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent and the Collateral Agent Agents shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the other Loan Credit Documents in accordance with a request of the Required 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 Loans.

Reliance by Agents. The Each of the Administrative Agent and the Collateral Agent shall be entitled to relyrely upon, and shall be fully protected in relyingnot incur any liability for relying upon, upon any writingnotice, resolutionrequest, noticecertificate, consent, certificate, affidavit, letter, telecopy, telex or teletype message, statement, order instrument, document or other document or instruction writing believed by it to be genuine and correct and to have been signed, signed or sent by the proper Person. Each of the Administrative Agent and the Collateral Agent also may rely upon any statement made to it orally or by telephone and believed by it to be made by the proper person Person, and shall not incur any liability for relying thereon and each of the Borrower, each Lender and each Issuing Bank hereby waives the right to dispute the Administrative Agent’s record of such statement, except in the case of gross negligence or persons willful misconduct by the Administrative Agent as determined by a court of competent jurisdiction by final non-appealable judgment. Each of the Administrative Agent and upon advice and statements of the Collateral Agent may consult with legal counsel (including who may be counsel to 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 Administrative Agent advice of any such counsel, accountants or the Collateral Agentexperts. The Administrative Agent may deem and treat the Lender specified in the Register with respect to payee of any amount owing hereunder Note as the owner holder thereof for all purposes hereof unless and until a written notice of assignment, negotiation the assignment or transfer thereof permitted hereunder shall have been filed with the Administrative Agent. The Administrative Agent and the Collateral Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Document unless it shall first receive such advice or concurrence of the Required Lenders as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense that may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent and the Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the other Loan Documents in accordance with a request of the Required 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 Loans.

Reliance by Agents. The Administrative Agent and the Collateral 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, order or other document or instruction believed by it to be genuine and correct and to have been signed, sent or made by the proper person or persons and upon advice and statements of legal counsel (including counsel to the Borrower), independent accountants and other experts selected by the Administrative Agent or the Collateral Agent. The Administrative Agent may deem and treat the Lender specified in the Register with respect to any amount owing hereunder as the owner thereof for all purposes unless a written notice of assignment, negotiation or transfer thereof shall have been filed with the Administrative Agent. The Administrative Agent and the Collateral Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Document unless it shall first receive such advice or concurrence of the Required Lenders as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense that may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent and the Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the other Loan Documents in accordance with a request of the Required 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 Loans.

Reliance by Agents. The Administrative Agent and the Collateral Each 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, order or other document or instruction 71 66 conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper person Person or persons Persons and upon advice and statements of legal counsel (including counsel to the Company or the Borrower), independent accountants and other experts selected by the Administrative Agent or the Collateral such Agent. The Administrative Agent may deem and treat the Lender specified in the Register with respect to payee of any amount owing hereunder Note as the owner thereof for all purposes unless a written notice of assignment, negotiation or transfer thereof shall have been filed with the Administrative Agent. The Administrative Agent and the Collateral Each Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Document unless it shall first receive such advice or concurrence of the Required Majority Lenders (or, if so specified by this Agreement, all Lenders) as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense that may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent and the Collateral Agent Agents shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the other Loan Documents in accordance with a request of the Required Majority Lenders (or, if so specified by this Agreement, all 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 Revolving Loans. Upon receipt by the Administrative Agent from the Borrower of any communication calling for action on the part of the Lenders or upon notice from any other Lender to the Administrative Agent of any Default or Event of Default, the Administrative Agent shall promptly notify each other Lender thereof.

Reliance by Agents. The Administrative Agent and the Collateral Agent Agents shall be entitled to rely, and shall be fully protected in relying, upon any writing, resolution, notice, consent, certificate, affidavit, letter, telecopytelegram, facsimile, telex or teletype telephone message, statement, order statement or other document or instruction conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper person Person or persons Persons, and upon advice and statements of legal counsel (including counsel to the Borrower), independent accountants and other experts selected by the Administrative Agent or the Collateral AgentAgents. The Administrative Agent may deem and treat the Lender specified in the Register with respect to any amount owing hereunder as the owner thereof for all purposes unless a written notice of assignment, negotiation or transfer thereof shall have been filed with the Administrative Agent. The Administrative Agent and the Collateral Agent Agents shall be fully justified just)fied in failing or refusing to take any action under this Agreement or any other Revolving Loan Document unless it the applicable Agent shall first receive such advice or concurrence of the Required Lenders (or, where an action or waiver need only be approved by the Majority Lenders, by the Majority Lenders) as it deems appropriate or and, if it so requests, it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense that which may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent and the Collateral Agent Agents shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the or any other Revolving Loan Documents Document in accordance with a request or consent of the Required Lenders (or, where an action or waiver need only be approved by the Majority Lenders, by the Majority 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 LoansLenders.

Reliance by Agents. The Administrative Agent and the Collateral Each 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, order or other document or instruction conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper person 124 Person or persons Persons and upon advice and statements of legal counsel (including including, without limitation, counsel to the BorrowerBorrowers or either of them), independent accountants and other experts selected by the Administrative Agent or the Collateral such Agent. The Administrative Each Agent may deem and treat the Lender specified in the Register with respect to payee of any amount owing hereunder Note as the owner thereof for all purposes unless a written notice of assignment, negotiation assignment or transfer thereof shall have been filed with the Administrative such Agent. The Administrative Agent and the Collateral Each Agent shall be fully justified as between itself and the Lenders in failing or refusing to take any action under this Agreement or any other Loan Document unless it shall first receive such advice or concurrence of the Required Lenders as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense that which may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent and the Collateral Each Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the other Loan Documents in accordance with a request of the Required 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 Loans, the Reimbursement Obligations and the Acceptance Reimbursement Obligations.

Reliance by Agents. The Administrative Agent and the Collateral Each Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, resolution, notice, consent, certificate, affidavit, letter, telecopytelegram, facsimile, telex or teletype telephone message, statement, order statement or other document or instruction conversation reasonably believed by it to be genuine and correct and to have been signed, sent sent, or made by the proper person or persons Person, and upon advice and statements of legal counsel (including counsel to the BorrowerBorrowers or counsel to any Lender), independent accountants and other experts selected by the Administrative Agent or the Collateral such Agent. The Administrative Agent may deem and treat the Lender specified in the Register with respect to any amount owing hereunder as the owner thereof for all purposes unless a written notice of assignment, negotiation or transfer thereof shall have been filed with the Administrative Agent. The Administrative Agent and the Collateral Each Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Document unless it first shall first receive such advice or concurrence of the Required Lenders as it deems appropriate and until such instructions are received, such Agent shall act, or refrain from acting, as it deems advisable. If the Administrative Agent or the Collateral Agent so requests, it first shall first be indemnified to its reasonable satisfaction by the Lenders against any and all liability and expense that may be incurred by it by reason of taking or continuing to take any such actionaction under this Agreement or any other Loan Document. The Administrative Agent and the Collateral Agent shall in all cases shall be fully protected in acting, or in refraining from acting, under this Agreement and the or any other Loan Documents Document in accordance with a request or consent of the Required Lenders or the Lenders, and such request as required under this Agreement and any action taken or failure to act pursuant thereto to such request or consent shall be binding upon all the Lenders and all future holders of the Loans.Lenders. 97

Reliance by Agents. The Administrative Agent and the Collateral Managing Agent shall each be entitled to rely, and shall be fully protected in relying, upon any note, writing, resolution, notice, consent, certificate, affidavit, letter, telecopycablegram, telegram, facsimile transmission, telex or teletype message, statement, order or other document or instruction conversation believed by it 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 including, without limitation, counsel to the BorrowerBorrower or any other Credit Party), independent accountants and other experts selected by the Administrative Agent or the Collateral Managing Agent. The Administrative Agent may deem and treat the Lender specified in the Register with respect to any amount owing hereunder , as the owner thereof for all purposes unless a written notice of assignment, negotiation or transfer thereof shall have been filed with the Administrative Agentcase may be. The Administrative Agent and the Collateral Managing Agent shall each be fully justified in failing or refusing to take any action under this Agreement or any other Loan Credit Document unless it shall first receive such advice or concurrence of the Required Lenders as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense that which may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent and the Collateral Managing Agent shall each in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the other Loan Credit Documents in accordance with a request of the Required 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 LoansLenders.

Reliance by Agents. The Administrative Agent and the Collateral Each Agent shall be entitled to rely, and shall be fully protected in relying, upon any Term Note, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order or other document or instruction conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper person Person or persons Persons and upon advice and statements of legal counsel (including including, without limitation, counsel to the BorrowerBorrower or any other Loan Party), independent accountants and other experts selected by the Administrative Agent or the Collateral such Agent. The Administrative Each Agent may deem and treat the Lender specified in the Register with respect to payee of any amount owing hereunder Term Note as the owner thereof for all purposes unless a written notice of assignment, negotiation or transfer thereof shall have been filed with the Administrative Agent. The Administrative Agent and the Collateral Each Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Document unless it shall first receive such advice or concurrence of the Required Lenders as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense that which may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent and the Collateral Each Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the other Loan Documents in accordance with a request of the Required 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 Term Loans.

Reliance by Agents. The Administrative Agent, the Collateral Agent, the Syndication Agent and the Collateral Documentation Agent shall be entitled to rely, and shall be fully protected in relying, upon any note, writing, resolution, notice, consent, certificate, affidavit, letter, telecopycablegram, telegram, facsimile, telex or teletype message, statement, order or other document or instruction conversation reasonably believed by it to be genuine and correct and to have been signed, sent or made by the proper person Person or persons Persons and upon advice and statements of legal counsel (including including, without limitation, counsel to the BorrowerHoldings or any of its Subsidiaries), independent accountants and other experts selected by the Administrative Agent, the Collateral Agent, the Syndication Agent or the Collateral Documentation Agent, as the case may be. The Administrative Agent may deem and treat Agent, the Lender specified in Collateral Agent, the Register with respect to any amount owing hereunder as the owner thereof for all purposes unless a written notice of assignment, negotiation or transfer thereof shall have been filed with the Administrative Agent. The Administrative Syndication Agent and the Collateral Documentation Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Credit Document unless it shall first receive such advice or concurrence of the Required Lenders as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense that which may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent, the Collateral Agent, the Syndication Agent and the Collateral Documentation Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the other Loan Credit Documents in accordance with a request of the Required 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 LoansLenders.

Reliance by Agents. The Each of the Administrative Agent and the Collateral Technical Agent shall be entitled to rely, and shall be fully protected in relying, rely upon any writingcertification, resolution, notice, consent, certificate, affidavit, letternotice or other communication (including any thereof by telephone, telecopy, telex telegram, electronic mail or teletype message, statement, order or other document or instruction cable) believed by it to be genuine and correct and to have been signed, signed or sent by or made by on behalf of the proper person or persons Person, and upon advice and statements of legal counsel (including counsel to the Borrower)counsel, independent accountants and other experts selected by the Administrative Agent or the Collateral such Agent. The Administrative Agent may deem and treat the Lender specified in the Register with respect As to any amount owing hereunder as the owner thereof matters not expressly provided for all purposes unless a written notice of assignment, negotiation or transfer thereof shall have been filed with the Administrative Agent. The Administrative Agent and the Collateral Agent shall be fully justified in failing or refusing to take any action under by this Agreement or any other Loan Document unless it shall first receive such advice or concurrence Document, each of the Required Lenders as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense that may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent and the Collateral Technical Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the other Loan Documents hereunder or thereunder in accordance with a request instructions given by the Required Lenders or all of the Required LendersLenders as is required in such circumstance, and such request instructions of such Lenders and any action taken or failure to act pursuant thereto shall be binding upon on all the Lenders and all future holders of the LoansLenders. For purposes of applying amounts in accordance with this Article, the Administrative Agent shall be entitled to rely upon any Secured Party that has entered into a Lender Hedging Agreement with any Obligor for a determination (which such Secured Party agrees to provide or cause to be provided upon request of the Administrative Agent) of the outstanding Secured Obligations owed to such Secured Party under any Lender Hedging Agreement. Unless it has actual knowledge evidenced by way of written notice from any such Secured Party and the Borrower to the contrary, the Administrative Agent, in acting hereunder and each other Loan Document, shall be entitled to assume that no Lender Hedging Agreements or Obligations in respect thereof are in existence or outstanding between any Secured Party and any Obligor.

Reliance by Agents. The Administrative Agent and the Collateral 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, order or other document or instruction believed by it (in good faith) to be genuine and correct and to have been signed, sent or made by the proper person Person or persons Persons and upon advice and statements of legal counsel (including counsel to the BorrowerBorrowers), independent accountants and other experts selected by the Administrative Agent or the Collateral Agent. The Administrative Agent may deem and treat the Lender specified in the Register with respect to any amount owing hereunder as the owner thereof for all purposes unless a written notice of assignment, negotiation or transfer thereof shall have been filed with the Administrative Agent. The Administrative Agent and the Collateral Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Credit Document unless it shall first receive such advice or concurrence of the Required Lenders as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense that may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent and the Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the other Loan Credit Documents in accordance with a request of the Required 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 Loans; provided, that the Administrative Agent and the Collateral Agent shall not 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 Credit Document or applicable law.

Reliance by Agents. The Administrative Agent and Each of the Collateral Agent Agents 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, order or other document or instruction conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper person Person or persons Persons and upon advice and statements of legal counsel (including including, without limitation, counsel to one or more of the BorrowerBorrowers), independent accountants and other experts selected by the Administrative Agent or the Collateral such Agent. The Administrative Agent may deem and treat the Lender specified in the Register with respect to payee of any amount owing hereunder Note as the owner thereof for all purposes unless a written notice of assignment, negotiation or transfer thereof shall have been filed with the Administrative Agent. The Administrative Agent and the Collateral Agent shall be fully justified in failing or refusing to take any action under this Agreement or any the other Loan Document Documents unless it shall first receive such advice or concurrence of the Required Lenders Banks as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders Banks against any and all liability and expense that which may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent and the Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and Agreement, the Notes or the other Loan Documents in accordance with a request of the Required LendersBanks, and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders Banks and all future holders of the LoansNotes.

Reliance by Agents. The Administrative Agent and the Collateral Each Agent shall be entitled to relyrely upon, and shall be fully protected in relyingnot incur any liability for relying upon, upon any writingnotice, resolutionrequest, noticecertificate, consent, certificatestatement, affidavitinstrument, letterdocument or other writing (which writing may be a fax, telecopy, telex or teletype electronic message, statement, order Internet or intranet website posting or other document or instruction distribution) believed by it to be genuine and correct and to have been signed, signed or sent by the proper Person. Each Agent also may rely upon any statement made to it orally or by telephone and believed by it to be made by the proper person Person, and shall not incur any liability for relying thereon and each Credit Party or persons Specified Additional Guarantor and upon advice and statements the Lenders hereby waives the right to dispute such Agent’s record of such statement, except in the case of gross negligence or willful misconduct by such Agent. Each Agent may consult with legal counsel (including who may be counsel to for the BorrowerCompany), 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 Administrative Agent advice of any such counsel, accountants or the Collateral Agentexperts. The Administrative Agent may deem and treat the Lender specified in payee of the Register with respect to any amount owing hereunder Notes, if any, as the owner holder thereof for all purposes hereof unless and until a written notice of assignment, negotiation the assignment or transfer thereof permitted hereunder shall have been filed with the Administrative Agent. The Administrative Agent may rely on the Register to the extent set forth in Section 12.04(b). No Agent makes any warranty or representation to any Lender and the Collateral no Agent shall be fully justified responsible to any Lender for any statements, warranties or representations made by or on behalf of the Company or any Subsidiary in failing or refusing to take any action under connection with this Agreement or any other Loan Document unless it shall first receive such advice or concurrence of the Required Lenders as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense that may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent and the Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the other Loan Documents in accordance with a request of the Required 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 LoansDocument.

Reliance by Agents. The Administrative Agent and the Collateral Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, resolution, notice, consent, certificate, affidavit, letter, telecopy, telex telex, teletype message or teletype messageelectronic mail, statement, order or other document or instruction believed by it to be genuine and correct and to have been signed, sent or made by the proper person Person or persons Persons and upon advice and statements of legal counsel (including counsel to the Borrower), independent accountants and other experts selected by the Administrative Agent or the Collateral Agent. The Administrative Agent may deem and treat the Lender specified in the Register with respect to any amount owing hereunder as the owner thereof for all purposes unless a written notice of assignment, negotiation or transfer thereof shall have been filed with the Administrative Agent. The Administrative Agent and the Collateral Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Credit Document unless it shall first receive such advice or concurrence of the Required Lenders as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense that may be incurred Incurred by it by reason of taking or continuing to take any such action. The Administrative Agent and the Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the other Loan Credit Documents in accordance with a request of the Required 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 Loans; provided that the Administrative Agent and the Collateral Agent shall not 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 Credit Document or applicable law.

Reliance by Agents. The Administrative Agent, the Syndication ------------------ Agent and the Collateral Documentation Agent shall be entitled to rely, and shall be fully protected in relying, upon any note, writing, resolution, notice, consent, certificate, affidavit, letter, telecopycablegram, telegram, facsimile, telex or teletype message, statement, order or other document or instruction conversation reasonably believed by it to be genuine and correct and to have been signed, sent or made by the proper person Person or persons Persons and upon advice and statements of legal counsel (including including, without limitation, counsel to the BorrowerBorrower or any of their respective Subsidiaries), independent accountants and other experts selected by the Administrative Agent, the Syndication Agent or the Collateral Documentation Agent. The Administrative Agent may deem and treat the Lender specified in the Register with respect to any amount owing hereunder , as the owner thereof for all purposes unless a written notice case may be. Each of assignment, negotiation or transfer thereof shall have been filed with the Administrative Agent. The Administrative , the Syndication Agent and the Collateral Documentation Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Credit Document unless it shall first receive such advice or concurrence of the Required Lenders Banks as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders Banks against any and all liability and expense that which may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent, the Syndication Agent and the Collateral Documentation Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the other Loan Credit Documents in accordance with a request of the Required LendersBanks, 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 LoansBanks.

Reliance by Agents. The Administrative Agent and the Collateral 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, order or other document or instruction con versation believed by it to be genuine and correct and to have been signed, sent or made by the proper person Person or persons Persons and upon advice and statements of legal counsel (including counsel to the Borrower), independent accountants and other experts selected by the Administrative Agent or the Collateral Agent. The Administrative Agent may deem and treat the Lender specified in the Register with respect to any amount owing hereunder as the owner thereof for all purposes unless a written notice of assignment, negotiation or transfer thereof shall have been filed with the Administrative Agent. The Administrative Agent and the Collateral Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Credit Document unless it shall first receive such advice or concurrence of the Required Lenders as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense that may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent and the Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the other Loan Credit Documents in accordance with a request of the Required 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 Loans.

Reliance by Agents. The Administrative Collateral Agent and the Collateral Agent ----------------- Managing Agents shall in all cases 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, order or other document or instruction conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper person Person or persons Persons and upon advice and statements of legal counsel (including including, without limitation, counsel to the BorrowerSeller), independent accountants and other experts selected by the Administrative Collateral Agent or the Collateral any Managing Agent. The Administrative Agent may deem and treat the Lender specified in the Register with respect to any amount owing hereunder as the owner thereof for all purposes unless a written notice of assignment, negotiation or transfer thereof shall have been filed with the Administrative Agent. The Administrative Collateral Agent and the Collateral Agent Managing Agents shall in all cases be fully justified in failing or refusing to take any action under this Agreement or any other Loan Transaction Document unless it shall first receive such advice or concurrence of the Conduits or the Required Lenders Financial Institutions or all of the Purchasers, as it deems applicable, as they deem appropriate or it and they shall first be indemnified to its their satisfaction by the Lenders against Purchasers, provided that unless and -------- until the Collateral Agent or any Managing Agent shall have received such advice, the Collateral Agent or such Managing Agent may take or refrain from taking any action, as the Collateral Agent or such Managing Agent shall deem advisable and all liability and expense that may be incurred by it by reason in the best interests of taking or continuing to take any such actionthe Purchasers. The Administrative Collateral Agent and the Collateral Agent Managing Agents shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the other Loan Documents in accordance with a request of the related Conduits or the Required LendersFinancial Institutions or all of the Purchasers, as applicable, 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 LoansPurchasers.

Reliance by Agents. The Administrative Agent and the Collateral ------------------ Syndication Agent shall be entitled to rely, and shall be fully protected in relying, upon any note, writing, resolution, notice, consent, certificate, affidavit, letter, telecopycablegram, telegram, facsimile, telex or teletype message, statement, order or other document or instruction conversation reasonably believed by it to be genuine and correct and to have been signed, sent or made by the proper person Person or persons Persons and upon advice and statements of legal counsel (including including, without limitation, counsel to the BorrowerBorrower or any of its Subsidiaries), independent accountants and other experts selected by the Administrative Agent or the Collateral Syndication Agent. The Administrative Agent may deem and treat the Lender specified in the Register with respect to any amount owing hereunder , as the owner thereof for all purposes unless a written notice of assignment, negotiation or transfer thereof shall have been filed with the Administrative Agentcase may be. The Administrative Agent and the Collateral Syndication Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Credit Document unless it shall first receive such advice or concurrence of the Required Lenders Banks as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders Banks against any and all liability and expense that which may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent and the Collateral Syndication Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the other Loan Credit Documents in accordance with a request of the Required LendersBanks, 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 LoansBanks.

Reliance by Agents. The Administrative Agent and the Collateral Agent Agents shall be entitled to rely, and shall be fully protected in relying, upon any writing, resolution, notice, consent, certificate, affidavit, letter, telecopytelegram, facsimile, telex or teletype telephone message, statement, order statement or other document or instruction conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper person Person or persons Persons, and upon advice and statements of legal counsel (including counsel to the Borrower), independent accountants and other experts selected by the Administrative Agent or the Collateral AgentAgents. The Administrative Agent may deem and treat the Lender specified in the Register with respect to any amount owing hereunder as the owner thereof for all purposes unless a written notice of assignment, negotiation or transfer thereof shall have been filed with the Administrative Agent. The Administrative Agent and the Collateral Agent Agents shall be fully justified in failing or refusing to take any action under this Agreement or any other Revolving Loan Document unless it the applicable Agent shall first receive such advice or concurrence of the Required Lenders (or, where an action or waiver need only be approved by the Majority Lenders, by the Majority Lenders) as it deems appropriate or and, if it so requests, it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense that which may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent and the Collateral Agent Agents shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the or any other Revolving Loan Documents Document in accordance with a request or consent of the Required Lenders (or, where an action or waiver need only be approved by the Majority Lenders, by the Majority 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 LoansLenders.

Reliance by Agents. The Administrative Agent and the Collateral Each Agent shall be entitled to rely, and shall be fully protected in relying, upon any Acquisition Note, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order or other document or instruction conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper person Person or persons Persons and upon advice and statements of legal counsel (including including, without limitation, counsel to the BorrowerBorrower or any other Loan Party), independent accountants and other experts selected by the Administrative Agent or the Collateral such Agent. The Administrative Each Agent may deem and treat the Lender specified in the Register with respect to payee of any amount owing hereunder Acquisition Note as the owner thereof for all purposes unless a written notice of assignment, negotiation or transfer thereof shall have been filed with the Administrative Agent. The Administrative Agent and the Collateral Each Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Document unless it shall first receive such advice or concurrence of the Required Lenders as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense that which may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent and the Collateral Each Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the other Loan Documents in accordance with a request of the Required 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 Acquisition Loans.

Reliance by Agents. The Administrative Agent and the Collateral 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, order or other document or instruction believed by it to be genuine and correct and to have been signed, sent or made by the proper person Person or persons Persons and upon advice and statements of legal counsel (including counsel to Holdings, the Company and the Borrower), independent accountants and other experts selected by the Administrative Agent or the Collateral Agent. The Administrative Agent may deem and treat the Lender specified in the Register with respect to any amount owing hereunder as the owner thereof for all purposes unless a written notice of assignment, negotiation or transfer thereof shall have been filed with the Administrative Agent. The Administrative Agent and the Collateral Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Credit Document unless it shall first receive such advice or concurrence of the Required Lenders as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense that may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent and the Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the other Loan Credit Documents in accordance with a request of the Required 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 Loans; provided that the Administrative Agent shall not 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 Credit Document or applicable law.

Reliance by Agents. The Administrative Agent and Each of the Collateral Agent Agents 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, order or other document or instruction conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper person Person or persons Persons and upon advice and statements of legal counsel (including including, without limitation, counsel to one or more of the BorrowerBorrowers), independent accountants and other experts selected by the Administrative Agent or the Collateral such Agent. The Administrative Agent may deem and treat the Lender specified in the Register with respect to payee of any amount owing hereunder Note as the owner thereof for all purposes unless a written notice of assignment, negotiation or transfer thereof shall have been filed with the Administrative Agent. The Administrative Agent and the Collateral Agent shall be fully justified in failing or refusing to take any action under this Agreement or any the other Loan Document Documents unless it shall first receive such advice or concurrence of the Required Lenders Banks as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders Banks against any and all liability and expense that which may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent and the Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and Agreement, the Notes or the other Loan Documents in accordance with a request of the Required LendersBanks, and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders Banks and all future holders of the LoansNotes.

Reliance by Agents. The Administrative Agent and the Collateral Each 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, order or other document or instruction conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper person Person or persons Persons and upon advice and statements of legal counsel (including including, without limitation, counsel to the BorrowerBorrower or any other Loan Party), independent accountants and other experts selected by the Administrative Agent or the Collateral such Agent. The Administrative Agent may deem and treat the Lender specified in the Register with respect to payee of any amount owing hereunder Note as the owner thereof for all purposes unless a written notice of assignment, negotiation or transfer thereof shall have been filed with the Administrative Agent. The Administrative Agent and the Collateral Each Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Document unless it shall first receive such advice or concurrence of the Required relevant Lenders as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense that which may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent and the Collateral Each Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the other Loan Documents in accordance with a request of the Required Lendersrelevant Lenders entitled to so act, 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 Revolving Loans.

Reliance by Agents. The Administrative Agent and the Collateral 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, order or other document or instruction believed by it to be genuine and correct and to have been signed, sent or made by the proper person Person or persons Persons and upon advice and statements of legal counsel (including counsel to the Borrower), independent accountants and other experts selected by the Administrative Agent or the Collateral Agent. The Administrative Agent may deem and treat the Lender specified in the Register with respect to any amount owing hereunder as the owner thereof for all purposes unless a written notice of assignment, negotiation or transfer thereof shall have been filed with the Administrative Agent. The Administrative Agent and the Collateral Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Credit Document unless it shall first receive such advice or concurrence of the Required Lenders as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense that may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent and the Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the other Loan Credit Documents in accordance with a request of the Required 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 Loans.; provided that the Administrative Agent and the Collateral Agent shall not be required to take any action that, in its opinion or in the opinion of -150-#8983238089847286v115 its counsel, law. may expose it to liability or that is contrary to any Credit Document or applicable -151-#8983238089847286v115

Reliance by Agents. The Administrative Agent and Each of the Collateral Agent Agents 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, order or other document or instruction conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper person Person or persons Persons and upon advice and statements of legal counsel (including including, without limitation, counsel to the BorrowerBorrower or any other Loan Party), independent accountants and other experts selected by the Administrative Agent or the Collateral such Agent. The Administrative Each Agent may deem and treat the Lender specified in the Register with respect to payee of any amount owing hereunder Note as the owner thereof for all purposes unless a written notice of assignment, negotiation or transfer thereof shall have been filed with the Administrative AgentAgent in respect thereof. The Administrative Agent and the Collateral Each Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Document unless it shall first receive such advice or concurrence of the Required Lenders as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense that which may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent and the Collateral Each Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the other Loan Documents in accordance with a request of the Required 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 Loans.