Common use of Reliance by Agents Clause in Contracts

Reliance by Agents. (a) Each Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, communication, signature, resolution, representation, notice, consent, certificate, affidavit, letter, telegram, facsimile, telex or telephone message, electronic mail message, statement or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, and upon advice and statements of legal counsel (including counsel to any Loan Party), independent accountants and other experts selected by such Agent. Each Agent shall be fully justified in failing or refusing to take any action under any Loan Document unless it shall first receive such advice or concurrence of the Required Lenders as it deems appropriate and, if it so requests, it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. Each Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Loan Document in accordance with a request or consent of the Required Lenders (or such greater number of Lenders as may be expressly required hereby in any instance) and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders. The Lenders hereby acknowledge that each Agent shall be under no duty to take any discretionary action permitted to be taken by it pursuant to the provisions of this Agreement or any other Loan Document unless it shall be requested in writing to do so by the Required Lenders. Each Agent shall be fully justified in failing or refusing to take any action hereunder and under any other Loan Document unless it shall first be indemnified to its satisfaction by the Lenders pro rata against any and all liability, cost and expense that it may incur by reason of taking or continuing to take any such action.

Reliance by Agents. (a) Each Agent shall be entitled to rely, and shall be fully protected in relying, upon any instrument, writing, communication, signature, resolution, representation, notice, consent, certificate, affidavit, letter, telegramtelecopy, facsimile, telex or telephone messagetelex, electronic mail or teletype message, statement statement, order or other document or conversation reasonably believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, Persons and upon advice and statements of legal counsel (including including, without limitation, counsel to any the Loan PartyParties), independent accountants and other experts selected by such Agent. The Administrative Agent may deem and treat the payee of any Note as the owner thereof for all purposes unless such Note shall have been transferred in accordance with Section 12.6 and all actions required by such Section in connection with such transfer shall have been taken. 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 (or, if so specified by this Agreement, all Lenders or any other instructing group of Lenders specified by this Agreement) (including without limitation with respect to the determination of which Lenders, if any, are Defaulting Lenders) as it deems appropriate and, if it so requests, or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which that may be incurred by it by reason of taking or continuing to take any such action. Each Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any and the other Loan Document Documents in accordance with a request or consent of the Required Lenders (or, if so specified by this Agreement, all Lenders or such greater number any other instructing group of Lenders as may be expressly required hereby in any instance) specified by this Agreement), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders. The Lenders hereby acknowledge that each Agent shall be under no duty to take any discretionary action permitted to be taken by it pursuant to the provisions of this Agreement or any other Loan Document unless it shall be requested in writing to do so by the Required Lenders. Each Agent shall be fully justified in failing or refusing to take any action hereunder and under any other Loan Document unless it shall first be indemnified to its satisfaction by the Lenders pro rata against any and all liability, cost and expense that it may incur by reason future holders of taking or continuing to take any such actionthe Loans.

Reliance by Agents. (a) Each Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, communication, signature, resolution, representation, notice, request, consent, certificate, instrument, affidavit, letter, telegram, facsimile, telex or telephone message, electronic mail message, Internet or intranet website posting or other distribution statement or other document or conversation reasonably believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons. Each Agent also may rely upon any statement made to it orally or by telephone and reasonably believed by it to have been made by the proper Person, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan that by its terms must be fulfilled to the satisfaction of a Lender, the Administrative Agent may presume that such condition is satisfactory to such Lender unless the Administrative Agent shall have received notice to the contrary from such Lender prior to the making of such Loan. Each Agent may consult with, and rely upon (and be fully protected in relying upon), advice and statements of legal counsel (including counsel to any Loan Party), independent accountants and other experts selected by such Agent. Each Agent shall be fully justified in failing or refusing to take any action under any Loan Document unless it shall first receive such advice or concurrence of the Required Lenders (or such other number of Lenders as may be expressly required hereby in any instance) as it deems appropriate and, if it so requests, it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. Each Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Loan Document in accordance with a request or consent of the Required Lenders (or such greater other number of Lenders as may be expressly required hereby in any instance) and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders. The Lenders hereby acknowledge that each Agent shall be under no duty to take any discretionary action permitted to be taken by it pursuant to the provisions of this Agreement or any other Loan Document unless it shall be requested in writing to do so by the Required Lenders. Each Agent shall be fully justified in failing or refusing to take any action hereunder and under any other Loan Document unless it shall first be indemnified to its satisfaction by the Lenders pro rata against any and all liability, cost and expense that it may incur by reason of taking or continuing to take any such action.

Reliance by Agents. (a) Each Agent shall be entitled to rely, and shall be fully protected in relying, upon any instrument, writing, communication, signature, resolution, representation, notice, consent, certificate, affidavit, letter, telegram, facsimiletelecopy, telex or telephone teletype message, electronic mail messagestatement, statement order or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, Persons and upon advice and statements of legal counsel (including including, without limitation, counsel to any the Borrowers or the other Loan PartyParties), independent accountants and other experts selected by such Agent. The Agents may deem and treat the payee of any 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. 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 or the requisite Lenders required under Section 10.1 to authorize or require such action (or, if so specified by this Agreement, all Lenders) as it deems appropriate and, if it so requests, or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which that may be incurred by it by reason of taking or continuing to take any such action. Each Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any and the other Loan Document Documents in accordance with a request or consent of the Required Lenders or the requisite Lenders under Section 10.1 to authorize or require such action (or such greater number of Lenders as may be expressly required hereby in any instance) 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. The Lenders hereby acknowledge that each Agent shall be under no duty to take any discretionary action permitted to be taken by it pursuant to the provisions of this Agreement or any other Loan Document unless it shall be requested in writing to do so by the Required Lenders. Each Agent shall be fully justified in failing or refusing to take any action hereunder and under any other Loan Document unless it shall first be indemnified to its satisfaction by the Lenders pro rata against any and all liability, cost future holders of the Loans and expense that it may incur by reason Letters of taking or continuing to take any such actionCredit.

Reliance by Agents. (a) Each Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, communication, signature, resolution, representation, notice, consent, certificate, affidavit, letter, telegram, facsimile, telex or telephone message, electronic mail message, statement or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, and upon advice and statements of legal counsel (including counsel to any Loan Party), independent accountants and other experts selected by such Agent. Each Agent shall be fully justified in failing or refusing to take any action under any Loan Document unless it shall first receive such advice or concurrence of the Required Lenders as it deems appropriate and, if it so requests, it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Agents shall have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by any Loan Party or is cared for, protected or insured or that the Liens granted to an Agent under the Loan Documents or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to each Agent in this Section 9.04 or in any of the Collateral Documents. Each Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Loan Document in accordance with a request or consent of the Required Lenders (or such greater number of Lenders as may be expressly required hereby in any instance) and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders. The Lenders hereby acknowledge that each Agent shall be under no duty to take any discretionary action permitted to be taken by it pursuant to the provisions of this Agreement or any other Loan Document unless it shall be requested in writing to do so by the Required Lenders. Each Agent shall be fully justified in failing or refusing to take any action hereunder and under any other Loan Document unless it shall first be indemnified to its satisfaction by the Lenders pro rata against any and all liability, cost and expense that it may incur by reason of taking or continuing to take any such action.

Reliance by Agents. (a) Each 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, affidavit, letter, telegramtelecopy, facsimiletelex, telex electronic mail, or telephone teletype message, electronic mail messagestatement, statement order or other document or conversation instruction believed by it in good faith to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, Persons and upon advice and statements of legal counsel (including counsel to any Loan PartyHoldings and/or the Borrower), independent accountants and other experts selected by such the Administrative Agent or the Collateral Agent. Each 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 Loan other Credit Document unless it shall first receive such advice or concurrence of the Required Lenders as it deems appropriate and, if it so requests, or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which that may be incurred by it by reason of taking or continuing to take any such action. Each The Administrative Agent and the Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any and the other Loan Document Credit Documents in accordance with a request or consent of the Required Lenders (or such greater number of Lenders as may be expressly required hereby in any instance) Lenders, and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders. The Lenders hereby acknowledge and all future holders of the Term Loans; provided that each none of the Administrative Agent or the Collateral Agent shall be under no duty to take any discretionary action permitted to be taken by it pursuant to the provisions of this Agreement or any other Loan Document unless it shall be requested in writing to do so by the Required Lenders. Each Agent shall be fully justified in failing or refusing required to take any action hereunder and under that, in its opinion or in the opinion of its counsel, may expose it to liability or that is contrary to any other Loan Credit Document unless it shall first be indemnified to its satisfaction by the Lenders pro rata against any and all liability, cost and expense that it may incur by reason of taking or continuing to take any such actionApplicable Law.

Reliance by Agents. (a) Each Agent shall be entitled to rely, and shall be fully protected in relying, upon any instrument, writing, communication, signature, resolution, representation, notice, consent, certificate, affidavit, letter, telegram, facsimiletelecopy, telex or telephone teletype message, electronic mail messagestatement, statement order or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, Persons and upon advice and statements of legal counsel (including counsel to any Loan Partythe Borrower), independent accountants and other experts selected by such Agent. The Administrative Agent may deem and treat the payee of any 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. 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 (or, if so specified by this Agreement, all Lenders) as it deems appropriate and, if it so requests, or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which that may be incurred by it by reason of taking or continuing to take any such action. Each Agent The Agents shall in all cases be fully exculpated from and protected against any action or claim by any Lender or affiliate thereof, in acting, or in refraining from acting, under this Agreement or any and the other Loan Document Documents in accordance with a request or consent of the Required Lenders (or such greater number of Lenders as may be expressly required hereby in any instance) 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. The Lenders hereby acknowledge that each Agent shall be under no duty to take any discretionary action permitted to be taken by it pursuant to the provisions of this Agreement or any other Loan Document unless it shall be requested in writing to do so by the Required Lenders. Each Agent shall be fully justified in failing or refusing to take any action hereunder and under any other Loan Document unless it shall first be indemnified to its satisfaction by the Lenders pro rata against any and all liability, cost future holders of the Loans and expense that it may incur by reason of taking or continuing to take any such actionall other Secured Parties.

Reliance by Agents. (a) Each Agent shall be entitled to relyrely upon, and shall be fully protected in relyingnot incur any liability for relying upon, upon any writingnotice (including, communicationwithout limitation, signaturetelephonic or electronic notices, resolutionLoan Notices and Notice of Loan Prepayment), representationorder, noticerequest, certificate, consent, certificatestatement, affidavitinstrument, letter, telegram, document or other writing (including any facsimile, telex or telephone electronic message, electronic mail message, statement Internet or intranet website posting or other document or conversation distribution) believed by it to be genuine and correct and to have been signed, sent or otherwise authenticated by the proper Person. Each Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person or PersonsPerson, and upon advice and statements shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan that by its terms must be fulfilled to the satisfaction of a Lender, each Agent may presume that such condition is satisfactory to such Lender unless such Agent shall have received notice to the contrary from such Lender prior to the making of such Loan. Each Agent may consult with legal counsel (including who may be counsel to any Loan Partyfor Xxxxxxxx), independent accountants and other experts selected by such Agent. Each Agent it, and shall not be fully justified in failing or refusing to take any action under any Loan Document unless it shall first receive such advice or concurrence of the Required Lenders as it deems appropriate and, if it so requests, it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. Each Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Loan Document in accordance with a request or consent of the Required Lenders (or such greater number of Lenders as may be expressly required hereby in any instance) and such request and liable for any action taken or failure to act pursuant thereto shall be binding upon all the Lenders. The Lenders hereby acknowledge that each Agent shall be under no duty to take any discretionary action permitted to be not taken by it pursuant in accordance with the advice of any such counsel, accountants or experts. For purposes of determining compliance with the conditions specified in Section 3, 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 such Agent shall have received written notice from such Lender prior to the provisions of this Agreement or any other Loan Document unless it shall be requested in writing to do so by the Required Lenders. Each Agent shall be fully justified in failing or refusing to take any action hereunder and under any other Loan Document unless it shall first be indemnified to proposed Closing Date specifying its satisfaction by the Lenders pro rata against any and all liability, cost and expense that it may incur by reason of taking or continuing to take any such actionobjections thereto.

Reliance by Agents. (a) Each Agent shall be entitled to rely, and shall be fully protected in relying, upon any instrument, writing, communication, signature, resolution, representation, notice, consent, certificate, affidavit, letter, telegram, facsimiletelecopy, telex or telephone teletype message, electronic mail messagestatement, statement order or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, Persons and upon advice and statements of legal counsel (including counsel to any Loan Partythe Borrower), independent accountants and other experts selected by 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. 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 (or, if so specified by this Agreement, all Lenders or the Majority Facility Lenders) as it deems appropriate and, if it so requests, or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which that may be incurred by it by reason of taking or continuing to take any such action. Each Agent The Agents shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any and the other Loan Document Documents in accordance with a request or consent of the Required Lenders (or, if so specified by this Agreement, all Lenders or such greater number of Lenders as may be expressly required hereby in any instance) the Majority Facility Lenders), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders. The Lenders hereby acknowledge that each Agent shall be under no duty to take any discretionary action permitted to be taken by it pursuant to the provisions of this Agreement or any other Loan Document unless it shall be requested in writing to do so by the Required Lenders. Each Agent shall be fully justified in failing or refusing to take any action hereunder and under any other Loan Document unless it shall first be indemnified to its satisfaction by the Lenders pro rata against any and all liability, cost future holders of the Loans and expense that it may incur by reason of taking or continuing to take any such actionall other Secured Parties.

Reliance by Agents. (a) Each Agent The Agents shall be entitled to rely, and shall be fully protected in relying, upon any writing, communication, signature, resolution, representation, notice, consent, certificate, affidavit, letter, telegram, facsimiletelecopy, telex or telephone teletype message, electronic mail messagestatement, statement order or other document or conversation instruction believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, Persons and upon advice and statements of legal counsel (including counsel to any Loan Partythe Agent Advisors and the Lender Advisor), independent accountants and other experts selected by such Agent. Each 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. Each Agent shall be fully justified in failing or refusing to take any action under this Agreement or any Loan other Credit Document unless it shall first receive such advice or concurrence of the Required Lenders as it deems appropriate and, if it so requests, or a Direction of the Required Lender or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which that may be incurred by it by reason of taking or continuing to take any such action. Each Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any and the other Loan Document Credit Documents in accordance with a request or consent of the Required Lenders (or such greater number a Direction of Lenders as may be expressly required hereby in any instance) the Required Lenders, and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders. The Lenders hereby acknowledge and all future holders of the Loans; provided that each the Administrative Agent and the Collateral Agent shall not be under no duty to take any discretionary action permitted to be taken by it pursuant to the provisions of this Agreement or any other Loan Document unless it shall be requested in writing to do so by the Required Lenders. Each Agent shall be fully justified in failing or refusing 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. Notwithstanding anything contained in this Credit Agreement or the other Credit Documents to the contrary, without limiting any rights, protections, immunities or indemnities afforded to the Administrative Agent and the Collateral Agent hereunder and under any other Loan Document unless it shall first be indemnified (including without limitation this Section 12), phrases such as “satisfactory to its satisfaction the [Administrative] [Collateral] Agent,” “approved by the [Administrative] [Collateral] Agent,” “acceptable to the [Administrative] [Collateral] Agent,” “as determined by the [Administrative] [Collateral] Agent,” “designed by the [Administrative][Collateral] Agent”, “specified by the [Administrative][Collateral] Agent”, “in the [Administrative] [Collateral] Agent’s discretion,” “selected by the [Administrative] [Collateral] Agent,” “elected by the [Administrative] [Collateral] Agent,” “requested by the [Administrative] [Collateral] Agent,” “in the opinion of the [Administrative] [Collateral] Agent,” and phrases of similar import that authorize or permit the Administrative Agent or the Collateral Agent to approve, disapprove, determine, act, evaluate or decline to act in its discretion shall be subject to the Administrative Agent or Collateral Agent, as applicable, receiving a Direction of the Required Lenders pro rata against any and all liabilityor other written direction from the Lenders or Required Lenders, cost and expense that it may incur by reason of taking or continuing as applicable, to take any such actionaction or to exercise such rights.

Reliance by Agents. (a) Each 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, affidavit, letter, telegram, facsimiletelecopy, telex or telephone teletype message, electronic mail messageemail, statement statement, order or other document or conversation instruction believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, Persons and upon advice and statements of legal counsel (including counsel to any Loan Partythe Borrower), independent accountants and other experts selected by such the Administrative Agent or the Collateral Agent. Each 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 Loan other Credit Document unless it shall first receive such advice or concurrence of the Required Majority Lenders as it deems appropriate and, if it so requests, and/or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which that may be incurred by it by reason of taking or continuing to take any such action. Each Notwithstanding any provision in this Agreement to the contrary, the Administrative Agent and the Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any and the other Loan Document Credit Documents in accordance with a request or consent of the Required Lenders (or such greater number of Lenders as may be expressly required hereby in any instance) Majority Lenders, and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders. The Lenders hereby acknowledge and all future holders of the Loans; provided that each the Administrative Agent and Collateral Agent shall not be under no duty to take any discretionary action permitted to be taken by it pursuant to the provisions of this Agreement or any other Loan Document unless it shall be requested in writing to do so by the Required Lenders. Each Agent shall be fully justified in failing or refusing required to take any action hereunder and under any other Loan Document unless it shall first be indemnified to its satisfaction by the Lenders pro rata against any and all liability, cost and expense that it may incur by reason of taking or continuing refuse to take any action where, in its opinion or in the opinion of its counsel, the taking or refusal to take such actionaction may expose it to liability or that is contrary to any Credit Document or applicable Requirements of Law. For purposes of determining compliance with the conditions specified in Section 6 and Section 7 on the Closing Date, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Reliance by Agents. (a) Each The Administrative Agents, the Swingline Lenders, the Letter of Credit Issuers 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, affidavit, letter, telegram, facsimiletelecopy, telex or telephone teletype message, electronic mail messagestatement, statement order or other document or conversation instruction believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, Persons and upon advice and statements of legal counsel (including counsel to any Loan PartyBorrower), independent accountants and other experts selected by such Administrative Agent, Swingline Lender, Letter of Credit Issuer or the Collateral Agent. 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 such Administrative Agent. The Administrative Agents, the Swingline Lenders, the Letter of Credit Issuers 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 and, if it so requests, or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which that may be incurred by it by reason of taking or continuing to take any such action. Each The Administrative Agents, the Swingline Lenders, the Letter of Credit Issuers and the Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any and the other Loan Document Documents in accordance with a request or consent of the Required Lenders (or such greater number of Lenders as may be expressly required hereby in any instance) Lenders, and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders. The Lenders hereby acknowledge that each Agent shall be under no duty to take any discretionary action permitted to be taken by it pursuant to the provisions of this Agreement or any other Loan Document unless it shall be requested in writing to do so by the Required Lenders. Each Agent shall be fully justified in failing or refusing to take any action hereunder and under any other Loan Document unless it shall first be indemnified to its satisfaction by the Lenders pro rata against any and all liability, cost and expense that it may incur by reason future holders of taking or continuing to take any such actionthe Loans.

Reliance by Agents. (a) Each Agent shall be entitled to rely, and shall be fully protected (and shall have no liability to any Person) in relying, upon any writing, communication, signature, resolution, representation, notice, consent, certificate, affidavit, letter, telegram, facsimiletelecopy, telex or telephone messageteletype message or other electronic transmission, electronic mail messagestatement, statement order or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, Persons and upon advice and statements of legal counsel (including counsel to any Loan Partythe Borrowers or Holdings), independent accountants and other experts selected by each Agent. The Agents may deem and treat the payee of any Note as the owner thereof for all purposes unless such AgentNote shall have been transferred in accordance with Section 11.6 and all actions required by such Section in connection with such transfer shall have been taken. Any request, authority or consent of any Person or entity who, at the time of making such request or giving such authority or consent, is the holder of any Note shall be conclusive and binding on any subsequent holder, transferee, assignee or endorsee, as the case may be, of such Note or of any Note or Notes issued in exchange therefor. 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 and/or such other requisite percentage of the Lenders as is required pursuant to Section 11.1(a) as it deems appropriate and, if it so requests, or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. Each Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or and any Notes and the other Loan Document Documents in accordance with a request or consent of the Required Lenders (or and/or such greater number other requisite percentage of the Lenders as may be expressly is required hereby in any instance) pursuant to Section 11.1(a), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders. The Lenders hereby acknowledge that each Agent shall be under no duty to take any discretionary action permitted to be taken by it pursuant to the provisions of this Agreement or any other Loan Document unless it shall be requested in writing to do so by the Required Lenders. Each Agent shall be fully justified in failing or refusing to take any action hereunder and under any other Loan Document unless it shall first be indemnified to its satisfaction by the Lenders pro rata against any and all liability, cost and expense that it may incur by reason future holders of taking or continuing to take any such actionthe Loans.

Reliance by Agents. (a) Each Agent of the Agents shall be entitled to rely, and shall be fully protected in relying, upon any writingcertification, communication, signature, resolution, representation, notice, consent, certificate, affidavit, letter, telegram, facsimile, telex or telephone message, electronic mail message, statement notice or other document communica- tion (including any thereof by telephone, telecopy, telegram or conversation cable) believed by it to be genuine and correct and to have been signed, sent or made by or on behalf of the proper Person or PersonsPerson, and upon advice and statements of legal counsel (including counsel to any Loan Party)counsel, independent accountants and other experts selected by such Agent. Each Agent As to any matters not expressly provided for by the Loan Documents, each of the Agents shall in all cases be fully justified protected in failing acting, or refusing to take any action under any Loan Document unless it shall first receive such advice in refraining from acting, hereunder or concurrence of thereunder in accordance with instructions given by the Required Lenders as it deems appropriate and, if it so requests, it shall first be indemnified to its satisfaction by or all of the Lenders as is required in such circumstance or as such Agent deems appropriate, and such instructions of such Lenders and any action taken or failure to act pursuant thereto shall be binding on all Secured Parties; prior to acting, or refraining from acting, in any such circumstance, either such Agent may request confirmation from the Lenders of their obligation to indemnify such Agent against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. Each Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Loan Document For purposes of applying amounts in accordance with a request or consent of the Required Lenders (or such greater number of Lenders as may be expressly required hereby in any instance) and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders. The Lenders hereby acknowledge that this Section, each Agent shall be under no duty entitled to take rely upon any discretionary action permitted Secured Party that has entered into a Rate Protection Agreement with any Obligor for a determination (which such Secured Party agrees to provide or cause to be taken provided upon request of any Administrative Agent) of the outstanding Obligations owed to such Secured Party under any Rate Protection Agreement. Unless it has actual knowledge evidenced by it pursuant way of written notice from any such Secured Party and the U.S. Borrower to the provisions contrary, each of this Agreement or any other the Agents, in acting in such capacity under the Loan Document unless it Documents, shall be requested entitled to assume that no Rate Protection Agreements or Obligations in writing to do so by the Required Lenders. Each Agent shall be fully justified respect thereof are in failing existence or refusing to take outstanding between any action hereunder Secured Party and under any other Loan Document unless it shall first be indemnified to its satisfaction by the Lenders pro rata against any and all liability, cost and expense that it may incur by reason of taking or continuing to take any such actionObligor.

Reliance by Agents. (a) Each Agent shall be entitled to rely, and shall be fully protected (and shall have no liability to any Person) in relying, upon any writing, communication, signature, resolution, representation, notice, consent, certificate, affidavit, letter, telegram, facsimiletelecopy, telex or telephone teletype message, electronic mail messagestatement, statement order or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, Persons and upon advice and statements of legal counsel (including counsel to any Loan Credit Agreement Party), independent accountants and other experts selected by each Agent. The Agents may deem and treat the payee of any Note as the owner thereof for all purposes unless such AgentNote shall have been transferred in accordance with subsection 11.6 and all actions required by such Section in connection with such transfer shall have been taken. Any request, authority or consent of any Person or entity who, at the time of making such request or giving such authority or consent, is the holder of any Note shall be conclusive and binding on any subsequent holder, transferee, assignee or endorsee, as the case may be, of such Note or of any Note or Notes issued in exchange therefor. 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 and/or such other requisite percentage of the Lenders as is required pursuant to subsection 11.1(a) as it deems appropriate and, if it so requests, or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. Each Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or and any Notes and the other Loan Document Documents in accordance with a request or consent of the Required Lenders (or and/or such greater number other requisite percentage of the Lenders as may be expressly is required hereby in any instance) pursuant to subsection 11.1(a), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders. The Lenders hereby acknowledge that each Agent shall be under no duty to take any discretionary action permitted to be taken by it pursuant to the provisions of this Agreement or any other Loan Document unless it shall be requested in writing to do so by the Required Lenders. Each Agent shall be fully justified in failing or refusing to take any action hereunder and under any other Loan Document unless it shall first be indemnified to its satisfaction by the Lenders pro rata against any and all liability, cost and expense that it may incur by reason future holders of taking or continuing to take any such actionthe Loans.

Reliance by Agents. (a) Each Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, communication, signature, resolution, representation, notice, consent, certificate, affidavit, letter, telegram, facsimile, telex or telephone message, electronic mail message, statement or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, and upon advice and statements of legal counsel (including counsel to any Loan Party), independent accountants and other experts selected by 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. Each Agent shall be fully justified in failing or refusing to take any action under any Loan Document unless it shall first receive such advice or concurrence of the Required Lenders as it deems appropriate and, if it so requests, it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. Each Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Loan Document in accordance with a request or consent of the Required Lenders (or such greater number of Lenders as may be expressly required hereby in any instance) and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders. The Lenders hereby acknowledge , provided that each Agent shall not be under no duty to take any discretionary action permitted to be taken by it pursuant to the provisions of this Agreement or any other Loan Document unless it shall be requested in writing to do so by the Required Lenders. Each Agent shall be fully justified in failing or refusing required to take any action hereunder and under that, in its opinion or in the opinion of its counsel, may expose it to liability or that is contrary to any other Loan Document unless it shall first be indemnified to its satisfaction by the Lenders pro rata against any and all liability, cost and expense that it may incur by reason of taking or continuing to take any such actionapplicable law.

Reliance by Agents. (a) Each Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, communication, signature, resolution, representation, notice, consent, certificate, affidavit, letter, cablegram, telegram, facsimiletelecopy, telex or telephone teletype message, electronic mail messagewritten statement, statement order or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, Persons and upon advice and statements of legal counsel (including counsel to any Loan Partythe Agent), independent accountants and other experts selected by such Agent. Each Agent shall be fully justified in failing or refusing to take any action under any Loan Document of the Related Documents unless it shall first receive such advice or concurrence of the Required Lenders Class C Owners and the Required Class C Purchasers as it deems appropriate and, if it so requests, or it shall first be indemnified to its satisfaction by the Lenders Class C Purchasers or by the Committed Purchasers in its Purchaser Group, against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. Each Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Loan Document of the Related Documents in accordance with a request or consent of (i) Class C Owners in its Purchaser Group having Percentage Interests aggregating greater than 50% of the Required Lenders aggregate Percentage Interests of all Class C Owners in such Purchaser Group, and (or ii) Committed Purchasers in its Purchaser Group having Commitments aggregating greater than 50% of the aggregate Commitments of all Committed Purchasers in such greater number of Lenders as may be expressly required hereby in any instance) Purchaser Group, and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders. The Lenders hereby acknowledge that each Agent shall be under no duty to take any discretionary action permitted to be taken by it pursuant to the provisions of this Agreement or any other Loan Document unless it shall be requested present and future Class C Purchasers in writing to do so by the Required Lenders. Each Agent shall be fully justified in failing or refusing to take any action hereunder and under any other Loan Document unless it shall first be indemnified to its satisfaction by the Lenders pro rata against any and all liability, cost and expense that it may incur by reason of taking or continuing to take any such actionPurchaser Group.

Reliance by Agents. (a) Each Agent shall be entitled to rely, and shall be fully protected in relying, upon any instrument, writing, communication, signature, resolution, representation, notice, consent, certificate, affidavit, letter, telegram, facsimiletelecopy, telex or telephone teletype message, electronic mail messagestatement, statement order or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, Persons and upon advice and statements of legal counsel (including counsel to any Loan PartyHoldings or the Borrower), independent accountants and other experts selected by such Agent. The Administrative Agent may deem and treat the payee of any Promissory 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. 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 (or, if so specified by this Agreement, all Lenders) as it deems appropriate and, if it so requests, or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which that may be incurred by it by reason of taking or continuing to take any such action. Each Agent The Agents shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any and the other Loan Document Documents in accordance with a request or consent of the Required Lenders (or, if so specified by this Agreement, all Lenders or such greater number any other instructing group of Lenders as may be expressly required hereby in any instance) specified by this Agreement), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders. The Lenders hereby acknowledge that each Agent shall be under no duty to take any discretionary action permitted to be taken by it pursuant to the provisions of this Agreement or any other Loan Document unless it shall be requested in writing to do so by the Required Lenders. Each Agent shall be fully justified in failing or refusing to take any action hereunder and under any other Loan Document unless it shall first be indemnified to its satisfaction by the Lenders pro rata against any and all liability, cost and expense that it may incur by reason future holders of taking or continuing to take any such actionthe Loans.

Reliance by Agents. (a) Each Note Agent shall in all cases be entitled to rely, and shall be fully protected in relying, upon any note, writing, communication, signature, resolution, representation, notice, consent, certificate, affidavit, letter, cablegram, telegram, facsimiletelecopy, telex or telephone teletype message, electronic mail messagestatement, statement order or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, Persons and upon advice and statements of legal counsel (including counsel to any Loan Partyeach of the Lenders), independent accountants Independent Accountants and other experts selected by such Note Agent. Each Note Agent shall in all cases be fully justified in failing or refusing to take any action under this Agreement, any Loan other Transaction Document or any other document furnished in connection herewith or therewith unless it shall first receive such advice or concurrence of the Required Lenders Lenders, as it deems appropriate andappropriate, if it so requests, or it shall first be indemnified to its satisfaction (i) in the case of the Facility Agent, by the Lenders or (ii) in the case of an Agent, by the Lenders in its Lender Group, against any and all liability liability, cost and expense which may be incurred by it by reason of taking or continuing to take any such action. Each The Facility Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement Agreement, the other Transaction Documents or any other Loan Document document furnished in connection herewith or therewith in accordance with a request or consent of the Required Lenders (or such greater number of Lenders as may be expressly required hereby in any instance) Lenders, and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders. The Lenders hereby acknowledge that each Facility Agent shall in all cases be fully protected in acting, or in refraining from acting, under no duty to take any discretionary action permitted to be taken by it pursuant to this Agreement, the provisions of this Agreement other Transaction Documents or any other Loan Document unless it document furnished in connection herewith or therewith in accordance with a request of the Required Lenders, and such request and any action taken or failure to act pursuant thereto shall be requested in writing to do so by binding upon all the Required Lenders. Each Agent shall in all cases be fully justified protected in failing acting, or refusing to take in refraining from acting, under this Agreement, the other Transaction Documents or any other document furnished in connection herewith or therewith in accordance with a request of the Lenders in its Lender Group holding greater than 66-2/3% of the outstanding Advances held by such Lender Group, and such request and any action hereunder and under any other Loan Document unless it taken or failure to act pursuant thereto shall first be indemnified to its satisfaction by binding upon all the Lenders pro rata against any and all liability, cost and expense that it may incur by reason of taking or continuing to take any in such actionLender Group.

Reliance by Agents. (a) Each Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, communication, signature, resolution, representation, notice, consent, certificate, affidavit, letter, cablegram, telegram, facsimiletelecopy, telex or telephone teletype message, electronic mail messagewritten statement, statement order or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, Persons and upon advice and statements of legal counsel (including counsel to any Loan Partythe Agent), independent accountants and other experts selected by such Agent. Each Agent shall be fully justified in failing or refusing to take any action under any Loan Document of the Related Documents unless it shall first receive such advice or concurrence of the Required Lenders Class S Owners and the Required Class S Purchasers as it deems appropriate and, if it so requests, or it shall first be indemnified to its satisfaction by the Lenders Class S Purchasers or by the Committed Purchasers in its Purchaser Group, against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. Each Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Loan Document of the Related Documents in accordance with a request or consent of (i) Class S Owners in its Purchaser Group having Percentage Interests aggregating greater than 50% of the Required Lenders aggregate Percentage Interests of all Class S Owners in such Purchaser Group, and (or ii) Committed Purchasers in its Purchaser Group having Commitments aggregating greater than 50% of the aggregate Commitments of all Committed Purchasers in such greater number of Lenders as may be expressly required hereby in any instance) Purchaser Group, and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders. The Lenders hereby acknowledge that each Agent shall be under no duty to take any discretionary action permitted to be taken by it pursuant to the provisions of this Agreement or any other Loan Document unless it shall be requested present and future Class S Purchasers in writing to do so by the Required Lenders. Each Agent shall be fully justified in failing or refusing to take any action hereunder and under any other Loan Document unless it shall first be indemnified to its satisfaction by the Lenders pro rata against any and all liability, cost and expense that it may incur by reason of taking or continuing to take any such actionPurchaser Group.

Reliance by Agents. (a) Each Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, communication, signature, resolution, representation, notice, consent, certificate, affidavit, letter, telegram, facsimile, telex or telephone message, electronic mail message, statement or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, and upon advice and statements of legal counsel (including counsel to any Loan Party), independent accountants and other experts selected by such Agent. Each Agent shall be fully justified in failing or refusing to take any action under any Loan Document unless it shall first receive such advice or concurrence of the Required Lenders as it deems appropriate and, if it so requests, it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. Without limiting the foregoing, each Agent (a) may treat the payee of any Note as its holder until such Note has been assigned in accordance with Section 10.07, (b) may rely on the Register to the extent set forth in Section 10.07, (c) may consult with legal counsel (including counsel to the Borrower or any other Loan Party), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts, (d) makes no warranty or representation to any Lender or L/C Issuer and shall not be responsible to any Lender or L/C Issuer for any statements, warranties or representations made by or on behalf of Holdings or any of its Subsidiaries in or in connection with this Agreement or any other Loan Document, (e) shall not have any duty to ascertain or to inquire either as to the performance or observance of any term, covenant or condition of this Agreement or any other Loan Document, as to the financial condition of any Loan Party or as to the existence or possible existence of any Default or Event of Default, (f) shall not be responsible to any Lender or L/C Issuer for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the attachment, perfection or priority of any Lien created or purported to be created under or in connection with, this Agreement, any other Loan Document or any other instrument or document furnished pursuant hereto or thereto and (g) shall incur no liability under or in respect of this Agreement or any other Loan Document by acting upon any notice, consent, certificate or other instrument or writing (which writing may be a facsimile or electronic mail) or any telephone message believed by it to be genuine and signed or sent by the proper party or parties. Each Agent shall in all cases be fully protected rotected in acting, or in refraining from acting, under this Agreement or any other Loan Document in accordance with a request or consent of the Required Lenders (or such greater number of Lenders as may be expressly required hereby in any instance) and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders. The Lenders hereby acknowledge that each Agent shall be under no duty to take any discretionary action permitted to be taken by it pursuant to the provisions of this Agreement or any other Loan Document unless it shall be requested in writing to do so by the Required Lenders. Each Agent shall be fully justified in failing or refusing to take any action hereunder and under any other Loan Document unless it shall first be indemnified to its satisfaction by the Lenders pro rata against any and all liability, cost and expense that it may incur by reason of taking or continuing to take any such action.

Reliance by Agents. (a) Each Note Agent shall in all cases be entitled to rely, and shall be fully protected in relying, upon any note, writing, communication, signature, resolution, representation, notice, consent, certificate, affidavit, letter, cablegram, telegram, facsimiletelecopy, telex or telephone teletype message, electronic mail messagestatement, statement order or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, Persons and upon advice and statements of legal counsel (including counsel to any Loan Partyeach of the Lenders), independent accountants Independent Accountants and other experts selected by such Note Agent. Each Note Agent shall in all cases be fully justified in failing or refusing to take any action under this Agreement, any Loan other Transaction Document or any other document furnished in connection herewith or therewith unless it shall first receive such advice or concurrence of the Required Lenders Lenders, as it deems appropriate andappropriate, if it so requests, or it shall first be indemnified to its satisfaction (i) in the case of the Administrative Agent, by the Lenders or (ii) in the case of an Agent, by the Lenders in its Lender Group, against any and all liability liability, cost and expense which may be incurred by it by reason of taking or continuing to take any such action. Each The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement Agreement, the other Transaction Documents or any other Loan Document document furnished in connection herewith or therewith in accordance with a request or consent of the Required Lenders (or such greater number of Lenders as may be expressly required hereby in any instance) Lenders, and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders. The Lenders hereby acknowledge that each Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under no duty to take any discretionary action permitted to be taken by it pursuant to this Agreement, the provisions of this Agreement other Transaction Documents or any other Loan Document unless it document furnished in connection herewith or therewith in accordance with a request of the Required Lenders, and such request and any action taken or failure to act pursuant thereto shall be requested in writing to do so by binding upon all the Required Lenders. Each Agent shall in all cases be fully justified protected in failing acting, or refusing to take in refraining from acting, under this Agreement, the other Transaction Documents or any other document furnished in connection herewith or therewith in accordance with a request of the Lenders in its Lender Group holding greater than 66-2/3% of the outstanding Advances held by such Lender Group, and such request and any action hereunder and under any other Loan Document unless it taken or failure to act pursuant thereto shall first be indemnified to its satisfaction by binding upon all the Lenders pro rata against any and all liability, cost and expense that it may incur by reason of taking or continuing to take any in such actionLender Group.

Reliance by Agents. (a) Each 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, affidavit, letter, telegramtelecopy, facsimiletelex, telex electronic mail, or telephone teletype message, electronic mail messagestatement, statement order or other document or conversation instruction believed by it in good faith to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, Persons and upon advice and statements of legal counsel (including counsel to any Loan PartyHoldings and/or the Borrower), independent accountants and other experts selected by such the Administrative Agent or the Collateral Agent. Each 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 and shall be fully justified in failing or refusing to take any action under this Agreement or any Loan other Credit Document unless it shall first receive such advice or concurrence of the Required Lenders as it deems appropriate and, if it so requests, or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which that may be incurred by it by reason of taking or continuing to take any such action. Each The Administrative Agent and the Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any and the other Loan Document Credit Documents in accordance with a request or consent of the Required Lenders (or such greater number of Lenders as may be expressly required hereby in any instance) Lenders, and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders. The Lenders hereby acknowledge and all future holders of the Revolving Credit Loans; provided that each none of the Administrative Agent or the Collateral Agent shall be under no duty to take any discretionary action permitted to be taken by it pursuant to the provisions of this Agreement or any other Loan Document unless it shall be requested in writing to do so by the Required Lenders. Each Agent shall be fully justified in failing or refusing required to take any action hereunder 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. For purposes of determining compliance with the conditions specified in Sections 6 and under any 7 on the Closing Date, each Lender that has signed or authorized the signing of this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other Loan Document matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless it the Administrative Agent shall first be indemnified have received notice from such Lender prior to the proposed Closing Date specifying its satisfaction by the Lenders pro rata against any and all liability, cost and expense that it may incur by reason of taking or continuing to take any such actionobjection thereto.

Reliance by Agents. (a) Each Agent The Agents and their Related Parties shall be entitled to rely, and shall be fully protected in relying, upon any instrument, writing, communication, signature, resolution, representation, notice, consent, certificate, affidavit, letter, telegramtelecopy, facsimile, telex facsimile or telephone email message, electronic mail messagestatement, statement order or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, Persons and upon advice and statements of legal counsel (including counsel to any Loan Partythe Borrowers), independent accountants and other experts selected by such the Agents. The Agents and their Related Parties may deem and treat the payee of any 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. Each Agent The Agents and 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 or any other instructing group of Lenders specified by this Agreement) as it deems appropriate and, if it so requests, or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which that may be incurred by it by reason of taking or continuing to take any such action. Each Agent The Agents and their Related Parties shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any and the other Loan Document Documents in accordance with a request or consent of the Required Lenders (or, if so specified by this Agreement, all Lenders or such greater number any other instructing group of Lenders as may be expressly required hereby in any instance) specified by this Agreement), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders. The Lenders hereby acknowledge that each Agent shall be under no duty to take any discretionary action permitted to be taken by it pursuant to the provisions of this Agreement or any other Loan Document unless it shall be requested in writing to do so by the Required Lenders. Each Agent shall be fully justified in failing or refusing to take any action hereunder and under any other Loan Document unless it shall first be indemnified to its satisfaction by the Lenders pro rata against any and all liability, cost and expense that it may incur by reason future holders of taking or continuing to take any such actionthe Loans.

Reliance by Agents. (a) Each Agent The Agents and their Related Parties shall be entitled to rely, and shall be fully protected in relying, upon any instrument, writing, communication, signature, resolution, representation, notice, consent, certificate, affidavit, letter, telegramtelecopy, facsimile, telex facsimile or telephone email message, electronic mail messagestatement, statement order or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, Persons and upon advice and statements of legal counsel (including counsel to any Loan Partythe Borrower), independent accountants and other experts selected by such the Agents. The Agents and their Related Parties may deem and treat the payee of any 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. Each Agent The Agents and 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 or any other instructing group of Lenders specified by this Agreement) as it deems appropriate and, if it so requests, or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which that may be incurred by it by reason of taking or continuing to take any such action. Each Agent The Agents and their Related Parties shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any and the other Loan Document Documents in accordance with a request or consent of the Required Lenders (or, if so specified by this Agreement, all Lenders or such greater number any other instructing group of Lenders as may be expressly required hereby in any instance) specified by this Agreement), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders. The Lenders hereby acknowledge that each Agent shall be under no duty to take any discretionary action permitted to be taken by it pursuant to the provisions of this Agreement or any other Loan Document unless it shall be requested in writing to do so by the Required Lenders. Each Agent shall be fully justified in failing or refusing to take any action hereunder and under any other Loan Document unless it shall first be indemnified to its satisfaction by the Lenders pro rata against any and all liability, cost and expense that it may incur by reason future holders of taking or continuing to take any such actionthe Loans.

Reliance by Agents. (a) Each Agent shall be entitled to rely, and shall be fully protected in relying, upon any instrument, writing, communication, signature, resolution, representation, notice, consent, certificate, affidavit, letter, telegram, facsimiletelecopy, telex or telephone teletype message, electronic mail messagestatement, statement order or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, Persons and upon advice and statements of legal counsel (including counsel to any Loan Party), independent accountants and other experts selected by such Agent. The Administrative Agent shall 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. 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 (or, if so specified by this Agreement, all Lenders) as it deems appropriate and, if it so requests, or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which that may be incurred by it by reason of taking or continuing to take any such action. Each Agent The Agents shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any and the other Loan Document Documents in accordance with a request or consent of the Required Lenders (or such greater number of Lenders as may be expressly required hereby in any instance) 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. The Lenders hereby acknowledge that each Agent shall be under no duty to take any discretionary action permitted to be taken by it pursuant to the provisions of this Agreement or any other Loan Document unless it shall be requested in writing to do so by the Required Lenders. Each Agent shall be fully justified in failing or refusing to take any action hereunder and under any other Loan Document unless it shall first be indemnified to its satisfaction by the Lenders pro rata against any and all liability, cost future holders of the Term Loans and expense that it may incur by reason of taking or continuing to take any such actionall other Secured Parties.

Reliance by Agents. (a) Each Agent shall be entitled to rely, and shall be fully protected in relying, upon any instrument, writing, communication, signature, resolution, representation, notice, consent, certificate, affidavit, letter, telegram, facsimile, telex telecopy or telephone email message, electronic mail messagestatement, statement order or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, Persons and upon advice and statements of legal counsel (including counsel to the Borrower rendered in any Loan Partylegal opinion for the benefit of an Agent or any Lender), independent accountants and other experts selected by such an Agent. The Administrative Agent may deem and treat the payee of any 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. 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 (or, if so specified by this Agreement, all Lenders) as it deems appropriate and, if it so requests, or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which that may be incurred by it by reason of taking or continuing to take any such action. Each Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any and the other Loan Document Documents in accordance with a request or consent of the Required Lenders (or such greater number of Lenders as may be expressly required hereby in any instance) 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. The Lenders hereby acknowledge that each Agent shall be under no duty to take any discretionary action permitted to be taken by it pursuant to the provisions of this Agreement or any other Loan Document unless it shall be requested in writing to do so by the Required Lenders. Each Agent shall be fully justified in failing or refusing to take any action hereunder and under any other Loan Document unless it shall first be indemnified to its satisfaction by the Lenders pro rata against any and all liability, cost and expense that it may incur by reason future holders of taking or continuing to take any such actionthe Loans.

Reliance by Agents. (a) Each Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, communication, signature, resolution, representation, notice, request, consent, certificate, instrument, affidavit, letter, telegram, facsimile, telex or telephone message, electronic mail message, Internet or intranet website posting or other distribution statement or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons. Each Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan or the issuance of a Letter of Credit that by its terms must be fulfilled to the satisfaction of a Lender, the Administrative Agent may presume that such condition is satisfactory to such Lender unless the Administrative Agent shall have received notice to the contrary from such Lender prior to the making of such Loan or the issuance of such Letter of Credit. Each Agent may consult with, and rely upon (and be fully protected in relying upon), advice and statements of legal counsel (including counsel to any Loan Party), independent accountants and other experts selected by such Agent. Each Agent shall be fully justified in (i) failing or refusing to take any action under any Loan Document or (ii) taking any action permitted or required under any Loan Document unless it shall first receive such advice or concurrence of the Required Lenders (or such greater number of Lenders as may be expressly required hereby in any instance) as it deems appropriate and, if it so requests, it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of (i) taking or continuing to take any such action or (ii) omitting to take such action. Each Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Loan Document in accordance with a request or consent of the Required Lenders (or such greater number of Lenders as may be expressly required hereby in any instance) and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders. The Lenders hereby acknowledge ; provided that each the Administrative Agent shall not be under no duty to take any discretionary action permitted to be taken by it pursuant to the provisions of this Agreement or any other Loan Document unless it shall be requested in writing to do so by the Required Lenders. Each Agent shall be fully justified in failing or refusing required to take any action hereunder and under that, in its opinion or in the opinion of its counsel, may expose the Administrative Agent to material liability or that is contrary to any other Loan Document unless it shall first be indemnified to its satisfaction by the Lenders pro rata against any and all liability, cost and expense that it may incur by reason of taking or continuing to take any such actionapplicable Law.

Reliance by Agents. (a) Each 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, affidavit, letter, telegramtelecopy, facsimiletelex, telex electronic mail, or telephone teletype message, electronic mail messagestatement, statement order or other document or conversation instruction believed by it in good faith to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, Persons and upon advice and statements of legal counsel (including counsel to any Loan PartyHoldings and/or the Borrowers), independent accountants and other experts selected by such the Administrative Agent or the Collateral Agent. Each 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 Loan other Credit Document unless it shall first receive such advice or concurrence of the Required Lenders as it deems appropriate and, if it so requests, or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which that may be incurred by it by reason of taking or continuing to take any such action. Each The Administrative Agent and the Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any and the other Loan Document Credit Documents in accordance with a request or consent of the Required Lenders (or such greater number of Lenders as may be expressly required hereby in any instance) Lenders, and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders. The Lenders hereby acknowledge and all future holders of the Loans; provided that each none of the Administrative Agent or the Collateral Agent shall be under no duty to take any discretionary action permitted to be taken by it pursuant to the provisions of this Agreement or any other Loan Document unless it shall be requested in writing to do so by the Required Lenders. Each Agent shall be fully justified in failing or refusing required to take any action hereunder and under that, in its opinion or in the opinion of its counsel, may expose it to liability or that is contrary to any other Loan Credit Document unless it shall first be indemnified to its satisfaction by the Lenders pro rata against any and all liability, cost and expense that it may incur by reason of taking or continuing to take any such actionApplicable Law.

Reliance by Agents. (a) Each Agent shall be entitled to rely, and shall be fully protected in relying, upon any instrument, writing, communication, signature, resolution, representation, notice, consent, certificate, affidavit, letter, telegram, facsimiletelecopy, telex or telephone teletype message, electronic mail messagestatement, statement order or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, Persons and upon advice and statements of legal counsel (including counsel to any Loan Partythe Company or the Borrower), independent accountants and other experts selected by such Agent. The Administrative Agent may deem and treat the payee of any 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. 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 and, if it so requests, or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which that may be incurred by it by reason of taking or continuing to take any such action. Each Agent The Agents shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any and the other Loan Document Documents in accordance with a request or consent of the Required Majority Lenders (or such greater number of Lenders as may be expressly required hereby in any instance) 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 LendersLenders and all future holders of the Revolving Loans. The Upon receipt by the Administrative Agent from the Borrower of any communication calling for action on the part of the Lenders hereby acknowledge that each or upon notice from any other Lender to the Administrative Agent of any Default or Event of Default, the Administrative Agent shall be under no duty to take any discretionary action permitted to be taken by it pursuant to the provisions of this Agreement or any promptly notify each other Loan Document unless it shall be requested in writing to do so by the Required Lenders. Each Agent shall be fully justified in failing or refusing to take any action hereunder and under any other Loan Document unless it shall first be indemnified to its satisfaction by the Lenders pro rata against any and all liability, cost and expense that it may incur by reason of taking or continuing to take any such actionLender thereof.

Reliance by Agents. (a) Each Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, communication, signature, resolution, representation, notice, consent, certificate, affidavit, letter, cablegram, telegram, facsimiletelecopy, telex or telephone teletype message, electronic mail messagewritten statement, statement order or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, Persons and upon advice and statements of legal counsel (including counsel to any Loan Partythe Agent), independent accountants and other experts selected by such Agent. Each Agent shall be fully justified in failing or refusing to take any action under any Loan Document of the Related Documents unless it shall first receive such advice or concurrence of the Required Lenders Class A Owners and the Required Class A Purchasers as it deems appropriate and, if it so requests, or it shall first be indemnified to its satisfaction by the Lenders Class A Purchasers or by the Committed Purchasers in its Purchaser Group, against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. Each Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Loan Document of the Related Documents in accordance with a request or consent of (i) Class A Owners in its Purchaser Group having Percentage Interests aggregating greater than 50% of the Required Lenders aggregate Percentage Interests of all Class A Owners in such Purchaser Group, and (or ii) Committed Purchasers in its Purchaser Group having Commitments aggregating greater than 50% of the aggregate Commitments of all Committed Purchasers in such greater number of Lenders as may be expressly required hereby in any instance) Purchaser Group, and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders. The Lenders hereby acknowledge that each Agent shall be under no duty to take any discretionary action permitted to be taken by it pursuant to the provisions of this Agreement or any other Loan Document unless it shall be requested present and future Class A Purchasers in writing to do so by the Required Lenders. Each Agent shall be fully justified in failing or refusing to take any action hereunder and under any other Loan Document unless it shall first be indemnified to its satisfaction by the Lenders pro rata against any and all liability, cost and expense that it may incur by reason of taking or continuing to take any such actionPurchaser Group.

Reliance by Agents. (a) Each Agent The Agents and their respective Related Parties shall be entitled to rely, and shall be fully protected in relying, upon any instrument, writing, communication, signature, resolution, representation, notice, consent, certificate, affidavit, letter, telegram, facsimilefax, telex or telephone teletype message, electronic mail messagestatement, statement order or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person person or Persons, persons and upon advice and statements of legal counsel (including counsel to any Loan PartyHoldings or the Borrower), independent accountants and other experts selected by such the Agents. The Agents and their Related Parties may deem and treat the payee of any 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. Each Agent The Agents and 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 and, if it so requests, it or such person shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which that may be incurred by it such person by reason of taking or continuing to take any such action. Each Agent The Agents and their respective Related Parties shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any and the other Loan Document Documents in accordance with a request or consent of the Required Lenders (or such greater number or, if so specified by this Agreement, all Lenders) (or, in the case of Lenders as may be expressly required hereby the Collateral Agent, in any instance) 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. The Lenders hereby acknowledge that each Agent shall be under no duty to take any discretionary action permitted to be taken by it pursuant to the provisions of this Agreement or any other Loan Document unless it shall be requested in writing to do so by the Required Lenders. Each Agent shall be fully justified in failing or refusing to take any action hereunder and under any other Loan Document unless it shall first be indemnified to its satisfaction by the Lenders pro rata against any and all liability, cost and expense that it may incur by reason future holders of taking or continuing to take any such actionthe Loans.

Reliance by Agents. (a) Each Agent shall be entitled to relyrely upon, and shall be fully protected in relyingnot incur any liability for relying upon, upon any writingnotice, communicationrequest, signature, resolution, representation, noticecertificate, consent, certificatestatement, affidavitinstrument, letter, telegram, facsimile, telex document or telephone other writing (including any electronic message, electronic mail message, statement Internet or intranet website posting or other document or conversation distribution) believed by it to be genuine and correct and to have been signed, sent or otherwise authenticated by the proper Person. Each Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person or PersonsPerson, and upon advice and statements shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan, that by its terms must be fulfilled to the satisfaction of a Lender, the Administrative Agent may presume that such condition is satisfactory to such Lender unless the Administrative Agent shall have received notice to the contrary from such Lender prior to the making of such Loan. Each Agent may consult with legal counsel (including who may be counsel to any Loan Partyfor the Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts. As to any matters not expressly provided for in this Agreement and in the other Loan Documents (including enforcement or collection), the Administrative Agent and/or the Collateral Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the written instructions of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, pursuant to the terms in the Loan Documents), and, unless and until revoked in writing, such instructions shall be binding upon each Lender. Upon request by the Administrative Agent and/or the Collateral Agent, as the case may be, the Required Lenders shall confirm in writing the Administrative Agent’s authority and/or the Collateral Agent’s authority, as the case may be, to take any action in accordance with the terms of the Loan Documents and this Section 8.04 and may refrain from acting until such confirmation has been provided. Each Notwithstanding anything else to the contrary herein, whenever reference is made in this Agreement, or any other Loan Document, to any discretionary action by, consent, designation, specification, requirement or approval of, notice, request or other communication from, or other direction given or action to be undertaken or to be (or not to be) suffered or omitted by the Administrative Agent or either Collateral Agent or to any election, decision, opinion, acceptance, use of judgment, expression of satisfaction or other exercise of discretion, rights or remedies to be made (or not to be made) by the Administrative Agent or either Collateral Agent, it is understood that in all cases the Administrative Agent or such Collateral Agent shall be fully justified in failing or refusing to take any such action under any Loan Document unless if it shall first receive such not have received written instruction, advice or concurrence from (i) in the case of the Administrative Agent, the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in any other Loan Document) or (ii) in the case of the Collateral Agent, the Administrative Agent. The Administrative Agent and Collateral Agent shall have no liability for any failure or delay in taking any actions contemplated above as a result of a failure or delay on the part of the Required Lenders as (or Administrative Agent in the case of the Collateral Agent) to provide such instruction, advice or concurrence. This provision is intended solely for the benefit of each of the Administrative Agent and the Collateral Agent and its successors and permitted assigns and is not intended to and will not entitle the other parties hereto to any defense, claim or counterclaim, or confer any rights or benefits on any party hereto. Except for any action expressly required of the Administrative Agent or the Collateral Agent hereunder or other Loan Document to which it deems appropriate and, if it so requestsis a party, it shall first in all cases be indemnified fully justified in failing or refusing to act unless it shall receive further assurances to its satisfaction by reasonable satisfaction, including indemnification, from the Lenders against any and all liability and expense which that may be incurred by it by reason of taking or continuing to take any such action. Each Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Loan Document in accordance with a request or consent of the Required Lenders (or such greater number of Lenders as may be expressly required hereby in any instance) and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders. The Lenders hereby acknowledge that each Agent shall be under no duty to take any discretionary action permitted to be taken by it pursuant to the provisions No provision of this Agreement or any other Loan Document unless it shall be requested in writing to do so by require the Required Lenders. Each Administrative Agent shall be fully justified in failing or refusing the Collateral Agent to take any action hereunder and under that it reasonably believes to be contrary to applicable law or to expend or risk its own funds or otherwise incur financial liability in the performance of any other Loan Document unless of its duties thereunder or in the exercise of any of its rights or powers if it shall first be indemnified have reasonable grounds to its satisfaction by the Lenders pro rata believe that repayment of such funds or adequate indemnity against any and all liability, cost and expense that it may incur by reason of taking such risk or continuing liability is not reasonably assured to take any such actionit.

Reliance by Agents. (a) Each Agent shall be entitled to relyrely upon, and shall be fully protected in relyingnot incur any liability for relying upon, upon any writingcertification, communication, signature, resolution, representation, notice, consent, certificate, affidavit, letter, telegram, facsimile, telex or telephone message, electronic mail message, statement notice or other document written communication (including any thereof by telex, telegram or conversation cable) reasonably 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, and upon advice and statements of legal counsel (including counsel to any Loan Party)counsel, independent accountants and other experts selected by such Agent. Each Agent shall may also rely upon any statement made to it orally or by telephone and believed by it to be fully justified in failing or refusing to take any action under any Loan Document unless it shall first receive such advice or concurrence of the Required Lenders as it deems appropriate and, if it so requests, it shall first be indemnified to its satisfaction made by the Lenders against proper Person, and shall not incur any and all liability and expense for relying thereon. As to any matters not expressly provided for by this Agreement or any other Financing Document to which may an Agent is intended to be incurred by it by reason of taking or continuing to take any a party, such action. Each Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement hereunder or any other Loan Document thereunder in accordance with a request instructions given by the Majority Lenders or consent all of the Required Lenders (or such greater number of Lenders as may be expressly is required hereby in any instance) such circumstance, and such request instructions of such Lenders and any action taken taken, suffered or omitted or failure to act pursuant thereto shall be binding upon on all of the Lenders. The Lenders hereby acknowledge that Without limiting the foregoing, each Agent shall be under entitled to advice of counsel and other professionals concerning all matters of trust and its duty hereunder, but no duty to take any discretionary action permitted to be taken by it pursuant to the provisions of this Agreement or any other Loan Document unless it shall be requested in writing to do so by the Required Lenders. Each Agent shall be fully justified in failing answerable or refusing to take responsible for the professional malpractice of any action hereunder and under attorney-at-law or certified public accountant or for the acts or omissions of any other Loan Document unless it shall first be indemnified to its satisfaction professional in connection with the rendering of professional advice in accordance with the terms of this Agreement, if such attorney-at-law, certified public accountant or other professional was selected by the Lenders pro rata against any and all liability, cost and expense that it may incur by reason of taking or continuing to take any such actionAgent with due care.

Reliance by Agents. (a) Each 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, affidavit, letter, telegramtelecopy, facsimiletelex, telex electronic mail, or telephone teletype message, electronic mail messagestatement, statement order or other document or conversation instruction believed by it in good faith to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, Persons and upon advice and statements of legal counsel (including counsel to any Loan PartyHoldings and/or the Borrower), independent accountants and other experts selected by such the Administrative Agent or the Collateral Agent. Each 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 and shall be fully justified in failing or refusing to take any action under this Agreement or any Loan other Credit Document unless it shall first receive such advice or concurrence of the Required Lenders as it deems appropriate and, if it so requests, or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which that may be incurred by it by reason of taking or continuing to take any such action. Each The Administrative Agent and the Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any and the other Loan Document Credit Documents in accordance with a request or consent of the Required Lenders (or such greater number of Lenders as may be expressly required hereby in any instance) Lenders, and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders. The Lenders hereby acknowledge and all future holders of the Loans; provided that each none of the Administrative Agent or the Collateral Agent shall be under no duty to take any discretionary action permitted to be taken by it pursuant to the provisions of this Agreement or any other Loan Document unless it shall be requested in writing to do so by the Required Lenders. Each Agent shall be fully justified in failing or refusing required to take any action hereunder 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. For purposes of determining compliance with the conditions specified in Sections 6 and under any 7 on the Conversion Date, each Lender that has signed or authorized the signing of this Agreement shall be deemed to have consented to, approved or 192 accepted or to be satisfied with, each document or other Loan Document matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless it the Administrative Agent shall first be indemnified have received notice from such Lender prior to the proposed Conversion Date specifying its satisfaction by the Lenders pro rata against any and all liability, cost and expense that it may incur by reason of taking or continuing to take any such actionobjection thereto.

Reliance by Agents. (a) Each Note Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, communication, signature, resolution, representation, notice, consent, certificate, affidavit, letter, cablegram, telegram, facsimiletelecopy, telex or telephone teletype message, electronic mail messagewritten statement, statement order or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, Persons and upon advice and statements of legal counsel (including counsel to any Loan Partysuch Note Agent), independent accountants and other experts selected by such Note Agent. Each Note Agent shall be fully justified in failing or refusing to take any action under any Loan Document of the Transaction Documents unless it shall first receive such advice or concurrence of the Required Lenders as it deems appropriate and, if it so requests, or it shall first be indemnified to its satisfaction (i) in the case of the Administrative Agent, by the Committed Lenders or (ii) in the case of an Agent, by the Committed Lenders in its Lender Group, against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under any of the Transaction Documents in accordance with a request of the Required Lenders (or their Agents), and such request and any action taken or failure to act pursuant thereto shall be binding upon all present and future Lenders. Each Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Loan Document of the Related Documents in accordance with a request or consent of (i) Lenders in its Lender Group having Percentage Interests aggregating greater than 50% of the Required aggregate Percentage Interests of all Lenders in such Lender Group, and (or ii) Committed Lenders in its Lender Group having Commitments aggregating greater than 50% of the aggregate Commitments of all Committed Lenders in such greater number of Lenders as may be expressly required hereby in any instance) Lender Group, and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders. The present and future Lenders hereby acknowledge that each Agent shall be under no duty to take any discretionary action permitted to be taken by it pursuant to the provisions of this Agreement or any other Loan Document unless it shall be requested in writing to do so by the Required Lenders. Each Agent shall be fully justified in failing or refusing to take any action hereunder and under any other Loan Document unless it shall first be indemnified to its satisfaction by the Lenders pro rata against any and all liability, cost and expense that it may incur by reason of taking or continuing to take any such actionLender Group.

Reliance by Agents. (a) Each 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, affidavit, letter, telegramtelecopy, facsimiletelex, telex electronic mail, or telephone teletype message, electronic mail messagestatement, statement order or other document or conversation instruction believed by it in good faith to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, Persons and upon advice and statements of legal counsel (including counsel to any Loan PartyHoldings and/or the Borrower), independent accountants and other experts selected by such the Administrative Agent or the Collateral Agent. Each 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 and shall be fully justified in failing or refusing to take any action under this Agreement or any Loan other Credit Document unless it shall first receive such advice or concurrence of the Required Lenders as it deems appropriate and, if it so requests, or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which that may be incurred by it by reason of taking or continuing to take any such action. Each The Administrative Agent and the Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any and the other Loan Document Credit Documents in accordance with a request or consent of the Required Lenders (or such greater number of Lenders as may be expressly required hereby in any instance) Lenders, and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders. The Lenders hereby acknowledge and all future holders of the Term Loans; provided that each none of the Administrative Agent or the Collateral Agent shall be under no duty to take any discretionary action permitted to be taken by it pursuant to the provisions of this Agreement or any other Loan Document unless it shall be requested in writing to do so by the Required Lenders. Each Agent shall be fully justified in failing or refusing required to take any action hereunder and under 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. For purposes of determining compliance with the conditions specified in Section 6 on the Closing Date, each Lender that has signed or authorized the signing of this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other Loan Document matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless it the Administrative Agent shall first be indemnified have received notice from such Lender prior to the proposed Closing Date specifying its satisfaction by the Lenders pro rata against any and all liability, cost and expense that it may incur by reason of taking or continuing to take any such actionobjection thereto.

Reliance by Agents. (a) Each Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, communication, signature, resolution, representation, notice, consent, certificate, affidavit, letter, telegram, facsimile, telex or telephone message, electronic mail message, statement or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, and upon advice and statements of legal counsel (including counsel to any Loan Party), independent accountants and other experts selected by such Agent. Each Agent shall be fully justified in failing or refusing to take any action under any Loan Document unless it shall first receive such advice or concurrence of the Required Lenders as it deems appropriate and, if it so requests, it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. Each Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Loan Document in accordance with a request or consent of the Required Lenders (or such greater number of Lenders as may be expressly required hereby in any instance) and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders. The Lenders hereby acknowledge For purposes of determining compliance with the conditions specified in Section 4.01 with respect to Credit Extensions on the Closing Date or Section 4.02, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall be under no duty to take any discretionary action permitted to be taken by it pursuant have received notice from such Lender prior to the provisions of this Agreement or any other Loan Document unless it shall be requested in writing to do so by the Required Lenders. Each Agent shall be fully justified in failing or refusing to take any action hereunder and under any other Loan Document unless it shall first be indemnified to proposed Closing Date specifying its satisfaction by the Lenders pro rata against any and all liability, cost and expense that it may incur by reason of taking or continuing to take any such actionobjection thereto.

Reliance by Agents. (a) Each Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, communication, signature, resolution, representation, notice, consent, certificate, affidavit, letter, cablegram, telegram, facsimiletelecopy, telex or telephone teletype message, electronic mail messagewritten statement, statement order or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, Persons and upon advice and statements of legal counsel (including counsel to any Loan Partythe Agent), independent accountants and other experts selected by such Agent. Each Agent shall be fully justified in failing or refusing to take any action under any Loan Document of the Related Documents unless it shall first receive such advice or concurrence of the Required Lenders Class A-1 Owners and the Required Class A-1 Purchasers as it deems appropriate and, if it so requests, or it shall first be indemnified to its satisfaction by the Lenders Class A-1 Purchasers or by the Committed Purchasers in its Purchaser Group, against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. Each Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Loan Document of the Related Documents in accordance with a request or consent of (i) Class A-1 Owners in its Purchaser Group having Percentage Interests aggregating greater than 50% of the Required Lenders aggregate Percentage Interests of all Class A-1 Owners in such Purchaser Group, and (or ii) Committed Purchasers in its Purchaser Group having Commitments aggregating greater than 50% of the aggregate Commitments of all Committed Purchasers in such greater number of Lenders as may be expressly required hereby in any instance) Purchaser Group, and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders. The Lenders hereby acknowledge that each Agent shall be under no duty to take any discretionary action permitted to be taken by it pursuant to the provisions of this Agreement or any other Loan Document unless it shall be requested present and future Class A-1 Purchasers in writing to do so by the Required Lenders. Each Agent shall be fully justified in failing or refusing to take any action hereunder and under any other Loan Document unless it shall first be indemnified to its satisfaction by the Lenders pro rata against any and all liability, cost and expense that it may incur by reason of taking or continuing to take any such actionPurchaser Group.

Reliance by Agents. (a) Each Agent of the Agents shall be entitled to rely, and shall be fully protected in relying, upon any note, writing, communication, signature, resolution, representation, notice, consent, certificate, affidavit, letter, cablegram, telegram, facsimiletelecopy, telex or telephone teletype message, electronic mail messagestatement, statement order or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, Persons and upon advice and statements of legal counsel (including including, without limitation, counsel to any Loan Partythe Borrowers), independent accountants and other experts selected by such any Agent. Each Agent of the Agents may deem and treat the payee of any Note as the owner thereof for all purposes unless such Note shall have been transferred in accordance with Section 14.10 hereof. Each of the Agents shall be fully justified in failing or refusing to take any action under any this Agreement and the other Loan Document Documents unless it shall first receive such advice or concurrence of the Required Lenders (or, when expressly required hereby or by the relevant other Loan Document, all the Lenders) as it deems appropriate and, if it so requests, or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such actionaction except for its own gross negligence or willful misconduct. Each Agent of the Agents shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Loan Document and the Notes in accordance with a request or consent of the Required Lenders (or such greater number of Lenders as may be or, when expressly required hereby in any instance) hereby, all the Lenders), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders. The Lenders hereby acknowledge that each Agent shall be under no duty to take any discretionary action permitted to be taken by it pursuant to the provisions of this Agreement or any other Loan Document unless it shall be requested in writing to do so by the Required Lenders. Each Agent shall be fully justified in failing or refusing to take any action hereunder and under any other Loan Document unless it shall first be indemnified to its satisfaction by the Lenders pro rata against any and all liability, cost and expense that it may incur by reason future holders of taking or continuing to take any such actionthe Notes.

Reliance by Agents. (a) Each Agent shall be entitled to rely, and shall be fully protected in relying, upon any instrument, writing, communication, signature, resolution, representation, notice, consent, certificate, affidavit, letter, telegram, facsimiletelecopy, telex or telephone teletype message, electronic mail messagestatement, statement order or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, Persons and upon advice and statements of legal counsel (including including, without limitation, counsel to any Parent, Holdings or the other Loan PartyParties), independent accountants and other experts selected by such Agent. The Agents shall deem and treat the payee of any 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 as recorded in the Register. 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 or the requisite Lenders required under Section 10.1 to authorize or require such action (or, if so specified by this Agreement, all Lenders) as it deems appropriate and, if it so requests, or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which that may be incurred by it by reason of taking or continuing to take any such action. Each Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any and the other Loan Document Documents in accordance with a request or consent of the Required Lenders or the requisite Lenders under Section 10.1 to authorize or require such action (or such greater number of Lenders as may be expressly required hereby in any instance) 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. The Lenders hereby acknowledge that each Agent shall be under no duty to take any discretionary action permitted to be taken by it pursuant to the provisions of this Agreement or any other Loan Document unless it shall be requested in writing to do so by the Required Lenders. Each Agent shall be fully justified in failing or refusing to take any action hereunder and under any other Loan Document unless it shall first be indemnified to its satisfaction by the Lenders pro rata against any and all liability, cost and expense that it may incur by reason future holders of taking or continuing to take any such actionthe Term Loans.

Reliance by Agents. (a) Each The Administrative Agent shall be entitled to relyrely upon, and shall be fully protected in relyingrelying and shall not incur any liability for relying upon, upon any writingnotice, request, certificate, consent, communication, signaturestatement, resolutioninstrument, representation, notice, consent, certificate, affidavit, letter, telegram, facsimile, telex document or telephone other writing (including any electronic message, electronic mail message, statement Internet or intranet website posting or other document or conversation distribution) believed by it to be genuine and correct and to have been signed, sent or otherwise authenticated by the proper Person, including any certification pursuant to Section 12.14. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person or PersonsPerson, and upon advice shall be fully protected in relying and statements shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan that by its terms must be fulfilled to the satisfaction of a Lender or an Issuing Lender, the Administrative Agent may presume that such condition is satisfactory to such Lender unless the Administrative Agent shall have received notice to the contrary from such Lender prior to the making of such Loan. The Administrative Agent may consult with legal counsel (including who may be counsel to any Loan Partyfor the Borrower), independent accountants and other experts selected by such Agent. Each Agent it, and shall not be fully justified in failing or refusing to take any action under any Loan Document unless it shall first receive such advice or concurrence of the Required Lenders as it deems appropriate and, if it so requests, it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. Each Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Loan Document in accordance with a request or consent of the Required Lenders (or such greater number of Lenders as may be expressly required hereby in any instance) and such request and liable for any action taken or failure to act pursuant thereto shall be binding upon all the Lenders. The Lenders hereby acknowledge that each Agent shall be under no duty to take any discretionary action permitted to be not taken by it pursuant to in accordance with the provisions advice of any such counsel, accountants or experts. Each Lender that has signed this Agreement or a signature page to an Assignment and Assumption or any other Loan Credit Document unless pursuant to which it is to become a Lender hereunder shall be requested in writing deemed to do so have consented to, approved and accepted and shall deemed satisfied with each document or other matter required thereunder to be consented to, approved or accepted by the Required Lenders. Each Agent shall such Lender or that is to be fully justified in failing acceptable or refusing satisfactory to take any action hereunder and under any other Loan Document unless it shall first be indemnified to its satisfaction by the Lenders pro rata against any and all liability, cost and expense that it may incur by reason of taking or continuing to take any such actionLender.

Reliance by Agents. (a) Each Agent shall be entitled to rely, and ------------------ shall be fully protected in relying, upon any instrument, writing, communication, signature, resolution, representation, notice, consent, certificate, affidavit, letter, telegram, facsimiletelecopy, telex or telephone teletype message, electronic mail messagestatement, statement order or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, Persons and upon advice and statements of legal counsel (including including, without limitation, counsel to any Holdings or the Loan PartyParties), independent accountants and other experts selected by such the Administrative Agent. The Agents may deem and treat the payee of any 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. 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 (or, if so specified by this Agreement, all Lenders) as it deems appropriate and, if it so requests, or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. Each Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any and the other Loan Document Documents in accordance with a request or consent of the Required Lenders (or such greater number of Lenders as may be expressly required hereby in any instance) 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. The Lenders hereby acknowledge that each Agent shall be under no duty to take any discretionary action permitted to be taken by it pursuant to the provisions of this Agreement or any other Loan Document unless it shall be requested in writing to do so by the Required Lenders. Each Agent shall be fully justified in failing or refusing to take any action hereunder and under any other Loan Document unless it shall first be indemnified to its satisfaction by the Lenders pro rata against any and all liability, cost and expense that it may incur by reason future holders of taking or continuing to take any such actionthe Loans.

Reliance by Agents. (a) Each The Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any writingcertification, communication, signature, resolution, representation, notice, consent, certificate, affidavit, letter, telegram, facsimile, telex or telephone message, electronic mail message, statement notice or other document communication (including any thereof by telephone, telecopy, telegram or conversation cable) believed by it to be genuine and correct and to have been signed, sent or made by or on behalf of the proper Person or PersonsPerson, and upon advice and statements of legal counsel (including counsel to any Loan Party)counsel, independent accountants and other experts selected by such the Administrative Agent. Each As to any matters not expressly provided for by the Loan Documents, the Administrative Agent shall in all cases be fully justified protected in failing acting, or refusing to take any action under any Loan Document unless it shall first receive such advice in refraining from acting, hereunder or concurrence of thereunder in accordance with instructions given by the Required Lenders as it deems appropriate and, if it so requests, it shall first be indemnified to its satisfaction by or all of the Lenders as is required in such circumstance or as the Administrative Agent deems appropriate, and such instructions of such Lenders and any action taken or failure to act pursuant thereto shall be binding on all Secured Parties; prior to acting, or refraining from acting, in any such circumstance, either such Agent may request confirmation from the Lenders of their obligation to indemnify the Administrative Agent against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. Each Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Loan Document For purposes of applying amounts in accordance with a request or consent of this Section, the Required Lenders (or such greater number of Lenders as may be expressly required hereby in any instance) and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders. The Lenders hereby acknowledge that each Administrative Agent shall be under no duty entitled to take rely upon any discretionary action permitted Secured Party that has entered into a Rate Protection Agreement with any Obligor for a determination (which such Secured Party agrees to provide or cause to be taken provided upon request of the Administrative Agent) of the outstanding Obligations owed to such Secured Party under any Rate Protection Agreement. Unless it has actual knowledge evidenced by it pursuant way of written notice from any such Secured Party and the Borrower to the provisions of this Agreement or any other contrary, the Administrative Agent, in acting in such capacity under the Loan Document unless it Documents, shall be requested entitled to assume that no Rate Protection Agreements or Obligations in writing to do so by the Required Lenders. Each Agent shall be fully justified respect thereof are in failing existence or refusing to take outstanding between any action hereunder Secured Party and under any other Loan Document unless it shall first be indemnified to its satisfaction by the Lenders pro rata against any and all liability, cost and expense that it may incur by reason of taking or continuing to take any such actionObligor.

Reliance by Agents. (a) Each Agent shall be entitled to rely, and shall be fully protected in relying, upon any Note, writing, communication, signature, resolution, representation, notice, consent, certificate, affidavit, letter, telegram, facsimiletelecopy, telex or telephone teletype message, electronic mail messagestatement, statement order or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, Persons and upon advice and statements of legal counsel (including including, without limitation, counsel to any the Loan PartyParties), independent accountants and other experts selected by such Agent. The Administrative Agent may deem and treat the payee of any 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. 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, Supermajority Lenders or, where unanimous consent of the Lenders is expressly required hereunder, all Lenders as it deems appropriate and, if it so requests, or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. Each Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any and the other Loan Document Documents in accordance with a request or of the Required Lenders, the Supermajority Lenders or, where unanimous consent of the Required Lenders (or such greater number of Lenders as may be is expressly required hereby in any instance) hereunder, all Lenders, and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders. The Lenders hereby acknowledge that each Agent shall be under no duty to take any discretionary action permitted to be taken by it pursuant to the provisions of this Agreement or any other Loan Document unless it shall be requested in writing to do so by the Required Lenders. Each Agent shall be fully justified in failing or refusing to take any action hereunder and under any other Loan Document unless it shall first be indemnified to its satisfaction by the Lenders pro rata against any and all liability, cost and expense that it may incur by reason future holders of taking or continuing to take any such actionthe Loans.

Reliance by Agents. (a) Each Agent of the Agents shall be entitled to rely, and shall be fully protected in relying, upon any writingcertification, communication, signature, resolution, representation, notice, consent, certificate, affidavit, letter, telegram, facsimile, telex or telephone message, electronic mail message, statement notice or other document communication (including any thereof by telephone, telecopy, telegram or conversation cable) believed by it to be genuine and correct and to have been signed, sent or made by or on behalf of the proper Person or PersonsPerson, and upon advice and statements of legal counsel (including counsel to any Loan Party)counsel, independent accountants and other experts selected by such Agent. Each Agent As to any matters not expressly provided for by the Loan Documents, each of the Agents shall in all cases be fully justified protected in failing acting, or refusing to take any action under any Loan Document unless it shall first receive such advice in refraining from acting, hereunder or concurrence of thereunder in accordance with instructions given by the Required Lenders as it deems appropriate and, if it so requests, it shall first be indemnified to its satisfaction by or all of the Lenders as is required in such circumstance or as such Agent deems appropriate, and such instructions of such Lenders and any action taken or failure to act pursuant thereto shall be binding on all Secured Parties; prior to acting, or refraining from acting, in any such circumstance, either such Agent may request confirmation from the Lenders of their obligation to indemnify such Agent against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. Each Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Loan Document For purposes of applying amounts in accordance with a request or consent of the Required Lenders (or such greater number of Lenders as may be expressly required hereby in any instance) and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders. The Lenders hereby acknowledge that this Section, each Agent shall be under no duty entitled to take rely upon any discretionary action permitted Secured Party that has entered into a Rate Protection Agreement with any Obligor for a determination (which such Secured Party agrees to provide or cause to be taken provided upon request of the Administrative Agent) of the outstanding Obligations owed to such Secured Party under any Rate Protection Agreement. Unless it has actual knowledge evidenced by it pursuant way of written notice from any such Secured Party and the Borrower to the provisions contrary, each of this Agreement or any other the Agents, in acting in such capacity under the Loan Document unless it Documents, shall be requested entitled to assume that no Rate Protection Agreements or Obligations in writing to do so by the Required Lenders. Each Agent shall be fully justified respect thereof are in failing existence or refusing to take outstanding between any action hereunder Secured Party and under any other Loan Document unless it shall first be indemnified to its satisfaction by the Lenders pro rata against any and all liability, cost and expense that it may incur by reason of taking or continuing to take any such actionObligor.

Reliance by Agents. (a) Each Agent shall be entitled to rely, and shall be fully protected (and shall have no liability to any Person) in relying, upon any writing, communication, signature, resolution, representation, notice, consent, certificate, affidavit, letter, telegram, facsimiletelecopy, telex or telephone teletype message, electronic mail messagestatement, statement order or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, Persons and upon advice and statements of legal counsel (including counsel to any Loan Partythe Parent Borrower or Holdings), independent accountants and other experts selected by each Agent. The Agents may deem and treat the payee of any Note as the owner thereof for all purposes unless such AgentNote shall have been transferred in accordance with Section 11.6 and all actions required by such Section in connection with such transfer shall have been taken. Any request, authority or consent of any Person or entity who, at the time of making such request or giving such authority or consent, is the holder of any Note shall be conclusive and binding on any subsequent holder, transferee, assignee or endorsee, as the case may be, of such Note or of any Note or Notes issued in exchange therefor. 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 and/or such other requisite percentage of the Lenders as is required pursuant to Section 11.1(a) as it deems appropriate and, if it so requests, or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. Each Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or and any Notes and the other Loan Document Documents in accordance with a request or consent of the Required Lenders (or and/or such greater number other requisite percentage of the Lenders as may be expressly is required hereby in any instance) pursuant to Section 11.1(a), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders. The Lenders hereby acknowledge that each Agent shall be under no duty to take any discretionary action permitted to be taken by it pursuant to the provisions of this Agreement or any other Loan Document unless it shall be requested in writing to do so by the Required Lenders. Each Agent shall be fully justified in failing or refusing to take any action hereunder and under any other Loan Document unless it shall first be indemnified to its satisfaction by the Lenders pro rata against any and all liability, cost and expense that it may incur by reason future holders of taking or continuing to take any such actionthe Loans.

Reliance by Agents. (a) Each Agent shall be entitled to rely, and shall be fully protected in relying, upon any Note, writing, communication, signature, resolution, representation, notice, consent, certificate, affidavit, letter, telegram, facsimiletelecopy, telex or telephone teletype message, electronic mail messagestatement, statement order or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, Persons and upon advice and statements of legal counsel (including including, without limitation, counsel to any Loan Partythe Borrowers), independent accountants and other experts selected by such Agent. Each Agent may deem and treat the payee of any 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 Agents shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Document unless it they shall first receive such advice or concurrence of the Required Lenders as it deems they deem appropriate and, if it so requests, it or they shall first be indemnified to its their satisfaction by the Lenders against any and all liability and expense which may be incurred by it them by reason of taking or continuing to take any such action. Each Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any and the other Loan Document Documents in accordance with a request or consent of the Required Lenders (or such greater number of Lenders as may be expressly required hereby in any instance) Lenders, and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders. The Lenders hereby acknowledge that each Agent shall be under no duty to take any discretionary action permitted to be taken by it pursuant to the provisions of this Agreement or any other Loan Document unless it shall be requested in writing to do so by the Required Lenders. Each Agent shall be fully justified in failing or refusing to take any action hereunder and under any other Loan Document unless it shall first be indemnified to its satisfaction by the Lenders pro rata against any and all liability, cost and expense that it may incur by reason future holders of taking or continuing to take any such actionthe Loans.

Reliance by Agents. (a) Each Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, communication, signature, resolution, representation, notice, consent, certificate, affidavit, letter, telegram, facsimile, telex or telephone message, electronic mail message, statement or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, and upon advice and statements of legal counsel (including counsel to any Loan Party), independent accountants and other experts selected by such Agent. Each Agent shall be fully justified in failing or refusing to take any action under any Loan Document unless it shall first receive such advice or concurrence of the applicable Required Lenders as it deems appropriate and, if it so requests, it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. Each Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Loan Document in accordance with a request or consent of the Required Lenders (or such greater number of Lenders as may be expressly required hereby in any instance) and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders. The Lenders hereby acknowledge that each Agent shall be under no duty to take any discretionary action permitted to be taken by it pursuant to the provisions of this Agreement or any other Loan Document unless it shall be requested in writing to do so by the applicable Required Lenders. Each Agent shall be fully justified in failing or refusing to take any action hereunder and under any other Loan Document unless it shall first be indemnified to its satisfaction by the Lenders pro rata against any and all liability, cost and expense that it may incur by reason of taking or continuing to take any such action.

Reliance by Agents. (a) Each Agent shall be entitled to rely, and shall be fully protected in relying, upon any instrument, writing, communication, signature, resolution, representation, notice, consent, certificate, affidavit, letter, telegram, facsimiletelecopy, telex or telephone teletype message, electronic mail messagestatement, statement order or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, Persons and upon advice and statements of legal counsel (including including, without limitation, counsel to any the Loan PartyParties), independent accountants and other experts selected by such Agent. The Agents may deem and treat the payee (or the registered assigns) of any Note as the owner thereof for all purposes unless such Note shall have been transferred in accordance with Section 10.6 and all actions required by such Section in connection with such transfer shall have been taken. 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 (or, if so specified by this Agreement, all Lenders or any other instructing group of Lenders specified by this Agreement) as it deems appropriate and, if it so requests, or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which that may be incurred by it by reason of taking or continuing to take any such action. Each Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any and the other Loan Document Documents in accordance with a request or consent of the Required Lenders (or, if so specified by this Agreement, all Lenders or such greater number any other instructing group of Lenders as may be expressly required hereby in any instance) specified by this Agreement), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders. The Lenders hereby acknowledge that each Agent shall be under no duty to take any discretionary action permitted to be taken by it pursuant to the provisions of this Agreement or any other Loan Document unless it shall be requested in writing to do so by the Required Lenders. Each Agent shall be fully justified in failing or refusing to take any action hereunder and under any other Loan Document unless it shall first be indemnified to its satisfaction by the Lenders pro rata against any and all liability, cost and expense that it may incur by reason future holders of taking or continuing to take any such actionthe Loans.

Reliance by Agents. (a) Each 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, affidavit, letter, telegram, facsimiletelecopy, telex or telephone teletype message, electronic mail messagestatement, statement order or other document or conversation instruction believed by it (in good faith) to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, Persons and upon advice and statements of legal counsel (including counsel to any Loan Partythe Borrower), independent accountants and other experts selected by such the Administrative Agent or the Collateral Agent. Each Agent also may rely upon any statement made to it orally and believed by it in good faith to be made by a proper Person, and shall not incur any liability for relying thereon. 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 Loan other Credit Document unless it shall first receive such advice or concurrence of the Required Lenders as it deems appropriate and, if it so requests, or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which that may be incurred by it by reason of taking or continuing to take any such action. Each The Administrative Agent and the Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any and the other Loan Document Credit Documents in accordance with a request or consent of the Required Lenders (or such greater number of Lenders as may be expressly required hereby in any instance) Lenders, and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders. The Lenders hereby acknowledge and all future holders of the Loans; provided that each the Administrative Agent and the Collateral Agent shall not be under no duty to take any discretionary action permitted to be taken by it pursuant to the provisions of this Agreement or any other Loan Document unless it shall be requested in writing to do so by the Required Lenders. Each Agent shall be fully justified in failing or refusing required to take any action hereunder and under that, in its opinion or in the opinion of its counsel, may expose it to liability or that is contrary to any other Loan Credit Document unless it shall first be indemnified to its satisfaction by the Lenders pro rata against any and all liability, cost and expense that it may incur by reason of taking or continuing to take any such actionapplicable law.

Reliance by Agents. (a) Each Agent shall be entitled to rely, and shall be fully protected in relying, upon any instrument, writing, communication, signature, resolution, representation, notice, consent, certificate, affidavit, letter, telegram, facsimile, telex or telephone messageemail, electronic mail messagestatement, statement order or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, Persons and upon advice and statements of legal counsel (including including, counsel to any the Loan PartyParties), independent accountants accountants, reserve engineers and other experts selected by such either Agent. Each Agent may also rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall not incur any liability for relying thereon. Each Agent may deem and treat the payee of any Note as the owner thereof for all purposes unless such Note shall have been transferred in accordance with Section 9.7 and all actions required by Section 9.7 in connection with such transfer shall have been taken. Administrative Agent and 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 Lenders or any other instructing group of Lenders specified by this Agreement) as it deems appropriate and, if it so requests, or it shall first be indemnified to its reasonable satisfaction by the Lenders against any and all liability and expense which that may be incurred by it by reason of taking or continuing to take any such action. Each Administrative Agent and Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any and the other Loan Document Documents in accordance with a request or consent of the Required Lenders (or, if so specified by this Agreement, all Lenders or such greater number any other instructing group of Lenders as may be expressly required hereby in any instance) specified by this Agreement), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders. The Lenders hereby acknowledge that each Agent shall be under no duty to take any discretionary action permitted to be taken by it pursuant to the provisions of this Agreement or any other Loan Document unless it shall be requested in writing to do so by the Required Lenders. Each Agent shall be fully justified in failing or refusing to take any action hereunder and under any other Loan Document unless it shall first be indemnified to its satisfaction by the Lenders pro rata against any and all liability, cost and expense that it may incur by reason future holders of taking or continuing to take any such actionthe Loans.

Reliance by Agents. (a) Each Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, communication, signature, resolution, representation, notice, consent, certificate, affidavit, letter, telegram, facsimile, telex or telephone message, electronic mail message, statement or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, and upon advice and statements of legal counsel (including counsel to any Loan Party), independent accountants and other experts selected by such Agent. The Administrative Agent shall be permitted, without obtaining the consent of the Required Lenders, to make any determination hereunder that, pursuant to the terms hereof, requires the consent, approval or other determination of the Administrative Agent; provided, however that the Administrative Agent shall be permitted to request instructions from the Required Lenders with respect to such matters. Each Agent shall be fully justified in failing or refusing to take any action under any Loan Document unless it shall first receive such advice or concurrence of the Required Lenders as it deems appropriate and, if it so requests, it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. Each Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Loan Document in accordance with a request or consent of the Required Lenders (or such greater number of Lenders as may be expressly required hereby in any instance) and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders. The Lenders hereby acknowledge that each Agent shall be under no duty to take any discretionary action permitted to be taken by it pursuant to the provisions of this Agreement or any other Loan Document unless it shall be requested in writing to do so by the Required Lenders. Each Agent shall be fully justified in failing or refusing to take any action hereunder and under any other Loan Document unless it shall first be indemnified to its satisfaction by the Lenders pro rata against any and all liability, cost and expense that it may incur by reason of taking or continuing to take any such action.

Reliance by Agents. (a) Each Agent shall be entitled to relyrely upon, and shall be fully protected in relyingnot incur any liability for relying upon, upon any writingnotice, communicationrequest, signature, resolution, representation, noticecertificate, consent, certificatestatement, affidavitinstrument, letter, telegram, facsimile, telex document or telephone other writing (including any electronic message, electronic mail message, statement Internet or intranet website posting or other document or conversation distribution) believed by it to be genuine and correct and to have been signed, sent or otherwise authenticated by the proper Person. Each Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person or PersonsPerson, and upon advice and statements shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan, that by its terms must be fulfilled to the satisfaction of a Lender, the Administrative Agent may presume that such condition is satisfactory to such Lender unless the Administrative Agent shall have received notice to the contrary from such Lender prior to the making of such Loan. Each Agent may consult with legal counsel (including who may be counsel to any Loan Partyfor the Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts. As to any matters not expressly provided for in this Agreement and in the other Loan Documents (including enforcement or collection), the Administrative Agent and/or the Collateral Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the written instructions of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, pursuant to the terms in the Loan Documents), and, unless and until revoked in writing, such instructions shall be binding upon each Lender. Upon request by the Administrative Agent and/or the Collateral Agent, as the case may be, the Required Lenders shall confirm in writing the Administrative Agent’s authority and/or the Collateral Agent’s authority, as the case may be, to take any action in accordance with the terms of the Loan Documents and this Section 8.04 and may refrain from acting until such confirmation has been provided. Each Notwithstanding anything else to the contrary herein, whenever reference is made in this Agreement, or any other Loan Document, to any discretionary action by, consent, designation, specification, requirement or approval of, notice, request or other communication from, or other direction given or action to be undertaken or to be (or not to be) suffered or omitted by the Administrative Agent or the Collateral Agent or to any election, decision, opinion, acceptance, use of judgment, expression of satisfaction or other exercise of discretion, rights or remedies to be made (or not to be made) by the Administrative Agent or the Collateral Agent, it is understood that in all cases the Administrative Agent or such Collateral Agent shall be fully justified in failing or refusing to take any such action under any Loan Document unless if it shall first receive such not have received written instruction, advice or concurrence from (i) in the case of the Administrative Agent, the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in any other Loan Document) or (ii) in the case of the Collateral Agent, the Administrative Agent. The Administrative Agent and Collateral Agent shall have no liability for any failure or delay in taking any actions contemplated above as a result of a failure or delay on the part of the Required Lenders as (or Administrative Agent in the case of the Collateral Agent) to provide such instruction, advice or concurrence. This provision is intended solely for the benefit of each of the Administrative Agent and the Collateral Agent and its successors and permitted assigns and is not intended to and will not entitle the other parties hereto to any defense, claim or counterclaim, or confer any rights or benefits on any party hereto. Except for any action expressly required of the Administrative Agent or the Collateral Agent hereunder or other Loan Document to which it deems appropriate and, if it so requestsis a party, it shall first in all cases be indemnified fully justified in failing or refusing to act unless it shall receive further assurances to its satisfaction by reasonable satisfaction, including indemnification, from the Lenders against any and all liability and expense which that may be incurred by it by reason of taking or continuing to take any such action. Each Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Loan Document in accordance with a request or consent of the Required Lenders (or such greater number of Lenders as may be expressly required hereby in any instance) and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders. The Lenders hereby acknowledge that each Agent shall be under no duty to take any discretionary action permitted to be taken by it pursuant to the provisions No provision of this Agreement or any other Loan Document unless it shall be requested in writing to do so by require the Required Lenders. Each Administrative Agent shall be fully justified in failing or refusing the Collateral Agent to take any action hereunder and under that it reasonably believes to be contrary to applicable law or to expend or risk its own funds or otherwise incur financial liability in the performance of any other Loan Document unless of its duties thereunder or in the exercise of any of its rights or powers if it shall first be indemnified have reasonable grounds to its satisfaction by the Lenders pro rata believe that repayment of such funds or adequate indemnity against any and all liability, cost and expense that it may incur by reason of taking such risk or continuing liability is not reasonably assured to take any such actionit.

Reliance by Agents. (a) Each Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, communication, signature, resolution, representation, notice, consent, certificate, affidavit, letter, cablegram, telegram, facsimiletelecopy, telex or telephone teletype message, electronic mail messagewritten statement, statement order or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, Persons and upon advice and statements of legal counsel (including counsel to any Loan Partythe Agent), independent accountants and other experts selected by such Agent. Each Agent shall be fully justified in failing or refusing to take any action under any Loan Document of the Related Documents unless it shall first receive such advice or concurrence of the Required Lenders Class A-2 Owners and the Required Class A-2 Purchasers as it deems appropriate and, if it so requests, or it shall first be indemnified to its satisfaction by the Lenders Class A-2 Purchasers or by the Committed Purchasers in its Purchaser Group, against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. Each Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Loan Document of the Related Documents in accordance with a request or consent of (i) Class A-2 Owners in its Purchaser Group having Percentage Interests aggregating greater than 50% of the Required Lenders aggregate Percentage Interests of all Class A-2 Owners in such Purchaser Group, and (or ii) Committed Purchasers in its Purchaser Group having Commitments aggregating greater than 50% of the aggregate Commitments of all Committed Purchasers in such greater number of Lenders as may be expressly required hereby in any instance) Purchaser Group, and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders. The Lenders hereby acknowledge that each Agent shall be under no duty to take any discretionary action permitted to be taken by it pursuant to the provisions of this Agreement or any other Loan Document unless it shall be requested present and future Class A-2 Purchasers in writing to do so by the Required Lenders. Each Agent shall be fully justified in failing or refusing to take any action hereunder and under any other Loan Document unless it shall first be indemnified to its satisfaction by the Lenders pro rata against any and all liability, cost and expense that it may incur by reason of taking or continuing to take any such actionPurchaser Group.

Reliance by Agents. (a) Each Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, communication, signature, resolution, representation, notice, consent, certificate, affidavit, letter, telegram, facsimile, telex or telephone message, electronic mail message, statement or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, and upon advice and statements of legal counsel (including counsel to any Loan Party), independent accountants and other experts selected by such Agent. The Administrative Agent shall be permitted, without obtaining the consent of the Required Lenders, to make any determination hereunder that, pursuant to the terms hereof, requires the consent, approval or other determination of the Administrative Agent; provided however that the Administrative Agent shall be permitted to request instructions from the Required Lenders with respect to such matters. Each Agent shall be fully justified in failing or refusing to take any action under any Loan Document unless it shall first receive such advice or concurrence of the Required Lenders as it deems appropriate and, if it so requests, it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. Each Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Loan Document in accordance with a request or consent of the Required Lenders (or such greater number of Lenders as may be expressly required hereby in any instance) and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders. The Lenders hereby acknowledge that each Agent shall be under no duty to take any discretionary action permitted to be taken by it pursuant to the provisions of this Agreement or any other Loan Document unless it shall be requested in writing to do so by the Required Lenders. Each Agent shall be fully justified in failing or refusing to take any action hereunder and under any other Loan Document unless it shall first be indemnified to its satisfaction by the Lenders pro rata against any and all liability, cost and expense that it may incur by reason of taking or continuing to take any such action.

Reliance by Agents. (a) Each Agent shall be entitled to rely, and shall be fully protected in relying, upon any instrument, writing, communication, signature, resolution, representation, notice, consent, certificate, affidavit, letter, telegram, facsimiletelecopy, telex or telephone teletype message, electronic mail messagestatement, statement order or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, Persons and upon advice and statements of legal counsel (including counsel to any Loan Partythe Borrower), independent accountants and other experts selected by such Agent. The Administrative Agent shall 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. 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 (or, if so specified by this Agreement, all Lenders) as it deems appropriate and, if it so requests, or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which that may be incurred by it by reason of taking or continuing to take any such action. Each Agent The Agents shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any and the other Loan Document Documents in accordance with a request or consent of the Required Lenders (or such greater number of Lenders as may be expressly required hereby in any instance) 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. The Lenders hereby acknowledge that each Agent shall be under no duty to take any discretionary action permitted to be taken by it pursuant to the provisions of this Agreement or any other Loan Document unless it shall be requested in writing to do so by the Required Lenders. Each Agent shall be fully justified in failing or refusing to take any action hereunder and under any other Loan Document unless it shall first be indemnified to its satisfaction by the Lenders pro rata against any and all liability, cost future holders of the Loans and expense that it may incur by reason of taking or continuing to take any such actionall other Secured Parties.

Reliance by Agents. (a) Each Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, communication, signature, resolution, representation, notice, request, consent, certificate, instrument, affidavit, letter, telegram, facsimile, telex or telephone message, electronic mail message, Internet or intranet website posting or other distribution statement or other document or conversation reasonably believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons. Each Agent also may rely upon any statement made to it orally or by telephone and reasonably believed by it to have been made by the proper Person, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan that by its terms must be fulfilled to the satisfaction of a Lender, the Administrative Agent may presume that such condition is satisfactory to such Lender unless the Administrative Agent shall have received notice to the contrary from such Lender prior to the making of such Loan. Each Agent may consult with, and rely upon (and be fully protected in relying upon), advice and statements of legal counsel (including counsel to any Loan Party), independent accountants and other experts selected by such Agent. Each Agent shall be fully justified in failing or refusing to take any action under any Loan Document unless it shall first receive such advice or concurrence of the Required Lenders (or such greater number of Lenders as may be expressly required hereby in any instance) as it deems appropriate and, if it so requests, it shall first be indemnified to its satisfaction by the Lenders Lenders, against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. Each Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Loan Document in accordance with a request or consent of the Required Lenders (or such greater number of Lenders as may be expressly required hereby in any instance) and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders. The Lenders hereby acknowledge that each Agent shall be under no duty to take any discretionary action permitted to be taken by it pursuant to the provisions of this Agreement or any other Loan Document unless it shall be requested in writing to do so by the Required Lenders. Each Agent shall be fully justified in failing or refusing to take any action hereunder and under any other Loan Document unless it shall first be indemnified to its satisfaction by the Lenders pro rata against any and all liability, cost and expense that it may incur by reason of taking or continuing to take any such action.

Reliance by Agents. (a) Each Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, communication, signature, resolution, representation, notice, request, consent, certificate, instrument, affidavit, letter, telegram, facsimile, telex or telephone message, electronic mail message, statement or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, and upon advice and statements of legal counsel (including counsel to any Loan Party), independent accountants and other experts selected by such AgentAgent and shall not incur any liability for relying thereon. Each Agent shall be fully justified in failing or refusing to take any action under any Loan Document unless it shall first receive such advice or concurrence of the Required Lenders as it deems appropriate and, if it so requests, it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. Each Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Loan Document in accordance with a request or consent of the Required Lenders (or such greater number of Lenders as may be expressly required hereby in any instance) and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders. The Lenders hereby acknowledge (b) For purposes of determining compliance with the conditions specified in Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall be under no duty to take any discretionary action permitted to be taken by it pursuant have received notice from such Lender prior to the provisions of this Agreement or any other Loan Document unless it shall be requested in writing to do so by the Required Lendersproposed Closing Date specifying its objection thereto. Each Agent shall be fully justified in failing or refusing to take any action hereunder and under any other Loan Document unless it shall first be indemnified to its satisfaction by the Lenders pro rata against any and all liability, cost and expense that it may incur by reason of taking or continuing to take any such action.Section 9.05

Reliance by Agents. (a) Each Agent shall be entitled to rely, and shall be fully protected in relying, upon any instrument, writing, communication, signature, resolution, representation, notice, consent, certificate, affidavit, letter, telegram, facsimiletelecopy, telex or telephone teletype message, electronic mail messagestatement, statement order or other document or other writing (including any electronic message, Internet or intranet website posting or other distribution) or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, Persons and upon advice and statements of legal counsel (including counsel to any Loan Partythe Borrowers), independent accountants and other experts selected by such AgentAgent and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts. The Administrative Agent may deem and treat the Lender specified in the Register with respect to any amount owing hereunder as the owner thereof for all purposes. 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 (or, if so specified by this Agreement, all Lenders) as it deems appropriate and, if it so requests, or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which that may be incurred by it by reason of taking or continuing to take any such action. Each Agent The Agents shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any and the other Loan Document Documents in accordance with a request or consent of the Required Lenders (or such greater number of Lenders as may be expressly required hereby in any instance) 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 LendersLenders and all future holders of the Loans and all other Secured Parties. The Lenders hereby acknowledge In determining compliance with any condition hereunder to the making of a Loan that by its terms must be fulfilled to the satisfaction of a Lender, each Agent may presume that such condition is satisfactory to such Lender unless such Agent shall be under no duty to take any discretionary action permitted to be taken by it pursuant have received notice to the provisions contrary from such Lender prior to the making of this Agreement or any other Loan Document unless it shall be requested in writing to do so by the Required Lenders. Each Agent shall be fully justified in failing or refusing to take any action hereunder and under any other Loan Document unless it shall first be indemnified to its satisfaction by the Lenders pro rata against any and all liability, cost and expense that it may incur by reason of taking or continuing to take any such actionLoan.

Reliance by Agents. (a) Each Agent Agents shall be entitled to rely, and shall be fully protected in relying, upon any Note, writing, communication, signature, resolution, representation, notice, consent, certificate, affidavit, letter, telegram, facsimiletelecopy, telex or telephone teletype message, electronic mail messagestatement, statement order or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, Persons and upon advice and statements of legal counsel (including including, without limitation, counsel to any the Loan PartyParties), independent accountants and other experts selected by such each Agent. Each Agent The Agents may deem and treat the payee of any Note as the owner thereof for all purposes unless a written notice of assignment, negotiation or transfer thereof shall have been filed with Administrative 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 the advice or concurrence of the Required Lenders or Majority Lenders, as applicable, as it deems appropriate and, if it so requests, or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. Each Agent Agents shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any and the other Loan Document Documents in accordance with a request or consent of Required Lenders, and the Required Lenders (or such greater number of Lenders as may be expressly required hereby in any instance) and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders. The Lenders hereby acknowledge that each Agent shall be under no duty to take any discretionary action permitted to be taken by it pursuant to the provisions of this Agreement or any other Loan Document unless it shall be requested in writing to do so by the Required Lenders. Each Agent shall be fully justified in failing or refusing to take any action hereunder and under any other Loan Document unless it shall first be indemnified to its satisfaction by the Lenders pro rata against any and all liability, cost and expense that it may incur by reason future holders of taking or continuing to take any such actionthe Loans.

Reliance by Agents. (a) Each Agent shall be entitled to rely, and shall be fully protected (and shall have no liability to any Person) in relying, upon any writing, communication, signature, resolution, representation, notice, consent, certificate, affidavit, letter, telegram, facsimiletelecopy, telex or telephone teletype message, electronic mail messagestatement, statement order or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, Persons and upon advice and statements of legal counsel (including counsel to any Loan PartyBorrower or Holdings), independent accountants and other experts selected by each Agent. The Agents may deem and treat the payee of any Note as the owner thereof for all purposes unless such AgentNote shall have been transferred in accordance with Section 11.6 and all actions required by such Section in connection with such transfer shall have been taken. Any request, authority or consent of any Person or entity who, at the time of making such request or giving such authority or consent, is the holder of any Note shall be conclusive and binding on any subsequent holder, transferee, assignee or endorsee, as the case may be, of such Note or of any Note or Notes issued in exchange therefor. 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 and/or such other requisite percentage of the Lenders as is required pursuant to Section 11.1(a) as it deems appropriate and, if it so requests, or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. Each Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or and any Notes and the other Loan Document Documents in accordance with a request or consent of the Required Lenders (or and/or such greater number other requisite percentage of the Lenders as may be expressly is required hereby in any instance) pursuant to Section 11.1(a), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders. The Lenders hereby acknowledge that each Agent shall be under no duty to take any discretionary action permitted to be taken by it pursuant to the provisions of this Agreement or any other Loan Document unless it shall be requested in writing to do so by the Required Lenders. Each Agent shall be fully justified in failing or refusing to take any action hereunder and under any other Loan Document unless it shall first be indemnified to its satisfaction by the Lenders pro rata against any and all liability, cost and expense that it may incur by reason future holders of taking or continuing to take any such actionthe Loans.

Reliance by Agents. (a) Each Agent shall be entitled to relyrely upon, and shall be fully protected in relyingnot incur any liability for relying upon, upon any writingnotice, communicationrequest, signature, resolution, representation, noticecertificate, consent, certificatestatement, affidavitinstrument, letter, telegram, facsimile, telex document or telephone other writing (including any electronic message, electronic mail message, statement Internet or intranet website posting or other document or conversation distribution) believed by it to be genuine and correct and to have been signed, sent or otherwise authenticated by the proper Person. Each Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person or PersonsPerson, and upon advice and statements shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan, that by its terms must be fulfilled to the satisfaction of a Lender, the Administrative Agent may presume that such condition is satisfactory to such Lender unless the Administrative Agent shall have received notice to the contrary from such Lender prior to the making of such Loan. Each Agent may consult with legal counsel (including who may be counsel to any Loan Partyfor the Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts. As to any matters not expressly provided for in this Agreement and in the other Loan Documents (including enforcement or collection), the Administrative Agent and/or the Collateral Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the written instructions of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, pursuant to the terms in the Loan Documents), and, unless and until revoked in writing, such instructions shall be binding upon each Lender. Upon request by the Administrative Agent and/or the Collateral Agent, as the case may be, the Required Lenders shall confirm in writing the Administrative Agent’s authority and/or the Collateral Agent’s authority, as the case may be, to take any action in accordance with the terms of the Loan Documents and this Section 8.04 and may refrain from acting until such confirmation has been provided. Each Notwithstanding anything else to the contrary herein, whenever reference is made in this Agreement, or any other Loan Document, to any discretionary action by, consent, designation, specification, requirement or approval of, notice, request or other communication from, or other direction given or action to be undertaken or to be (or not to be) suffered or omitted by the Administrative Agent or eitherthe Collateral Agent or to any election, decision, opinion, acceptance, use of judgment, expression of satisfaction or other exercise of discretion, rights or remedies to be made (or not to be made) by the Administrative Agent or eitherthe Collateral Agent, it is understood that in all cases the Administrative Agent or such Collateral Agent shall be fully justified in failing or refusing to take any such action under any Loan Document unless if it shall first receive such not have received written instruction, advice or concurrence from (i) in the case of the Administrative Agent, the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in any other Loan Document) or (ii) in the case of the Collateral Agent, the Administrative Agent. The Administrative Agent and Collateral Agent shall have no liability for any failure or delay in taking any actions contemplated above as a result of a failure or delay on the part of the Required Lenders as (or Administrative Agent in the case of the Collateral Agent) to provide such instruction, advice or concurrence. This provision is intended solely for the benefit of each of the Administrative Agent and the Collateral Agent and its successors and permitted assigns and is not intended to and will not entitle the other parties hereto to any defense, claim or counterclaim, or confer any rights or benefits on any party hereto. Except for any action expressly required of the Administrative Agent or the Collateral Agent hereunder or other Loan Document to which it deems appropriate and, if it so requestsis a party, it shall first in all cases be indemnified fully justified in failing or refusing to act unless it shall receive further assurances to its satisfaction by reasonable satisfaction, including indemnification, from the Lenders against any and all liability and expense which that may be incurred by it by reason of taking or continuing to take any such action. Each Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Loan Document in accordance with a request or consent of the Required Lenders (or such greater number of Lenders as may be expressly required hereby in any instance) and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders. The Lenders hereby acknowledge that each Agent shall be under no duty to take any discretionary action permitted to be taken by it pursuant to the provisions No provision of this Agreement or any other Loan Document unless it shall be requested in writing to do so by require the Required Lenders. Each Administrative Agent shall be fully justified in failing or refusing the Collateral Agent to take any action hereunder and under that it reasonably believes to be contrary to applicable law or to expend or risk its own funds or otherwise incur financial liability in the performance of any other Loan Document unless of its duties thereunder or in the exercise of any of its rights or powers if it shall first be indemnified have reasonable grounds to its satisfaction by the Lenders pro rata believe that repayment of such funds or adequate indemnity against any and all liability, cost and expense that it may incur by reason of taking such risk or continuing liability is not reasonably assured to take any such actionit.

Reliance by Agents. (a) Each Agent shall be entitled to rely, and shall be fully protected in relying, upon any instrument, writing, communication, signature, resolution, representation, notice, consent, certificate, affidavit, letter, telegram, facsimiletelecopy, telex or telephone teletype message, electronic mail messagestatement, statement order or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, Persons and upon advice and statements of legal counsel (including counsel to any Loan Partythe Borrower), independent accountants and other experts selected by such Agent. The Administrative Agent shall 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. 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 (or, if so specified by this Agreement, all Lenders) as it deems appropriate and, if it so requests, or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which that may be incurred by it by reason of taking or continuing to take any such action. Each Agent The Agents shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any and the other Loan Document Documents in accordance with a request or consent of the Required Lenders (or such greater number of Lenders as may be expressly required hereby in any instance) 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. The Lenders hereby acknowledge and all future holders of the Term Loans and all other Secured Parties; provided that each Agent shall be under no duty entitled to take any discretionary action permitted to be taken by it pursuant seek clarification or direction from the Required Lenders prior to the provisions taking of this Agreement any such instructed action hereunder, and each Agent may refrain from acting until such clarification or any other Loan Document unless it shall be requested in writing to do so by direction from the Required Lenders. Each Agent shall be fully justified in failing or refusing to take any action hereunder and under any other Loan Document unless it shall first be indemnified to its satisfaction Lenders has been obtained by the Lenders pro rata against any and all liability, cost and expense that it may incur by reason of taking or continuing to take any such actionAgent.

Reliance by Agents. (a) Each i)Each Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, communication, signature, resolution, representation, notice, request, consent, certificate, instrument, affidavit, letter, telegram, facsimile, telex or telephone message, electronic mail message, Internet or intranet website posting or other distribution statement or other document or conversation reasonably believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons. Each Agent also may rely upon any statement made to it orally or by telephone and reasonably believed by it to have been made by the proper Person, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan that by its terms must be fulfilled to the satisfaction of a Lender, the Administrative Agent may presume that such condition is satisfactory to such Lender unless the Administrative Agent shall have received notice to the contrary from such Lender prior to the making of such Loan. Each Agent may consult with, and rely upon (and be fully protected in relying upon), advice and statements of legal counsel (including counsel to any Loan Party), independent accountants and other experts selected by such Agent. Each Agent shall be fully justified in failing or refusing to take any action under any Loan Document unless it shall first receive such advice or concurrence of the Required Lenders (or such greater number of Lenders as may be expressly required hereby in any instance) as it deems appropriate and, if it so requests, it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. Each Agent shall in all cases be fully protected in acting, or in refraining from acting, under this 167 Agreement or any other Loan Document in accordance with a request or consent of the Required Lenders (or such greater number of Lenders as may be expressly required hereby in any instance) and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders. The Lenders hereby acknowledge that each Agent shall be under no duty to take any discretionary action permitted to be taken by it pursuant to the provisions of this Agreement or any other Loan Document unless it shall be requested in writing to do so by the Required Lenders. Each Agent shall be fully justified in failing or refusing to take any action hereunder and under any other Loan Document unless it shall first be indemnified to its satisfaction by the Lenders pro rata against any and all liability, cost and expense that it may incur by reason of taking or continuing to take any such action.

Reliance by Agents. (a) Each TC "12.4 Reliance by Agents. " \f c \l "2" \* MERGEFORMAT AUTONF D3_TCThe 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, affidavit, letter, telegram, facsimiletelecopy, telex or telephone teletype message, electronic mail messagestatement, statement order or other document or conversation instruction believed by it (in good faith) to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, Persons and upon advice and statements of legal counsel (including counsel to any Loan Partythe Borrowers), independent accountants and other experts selected by such the Administrative Agent or the Collateral Agent. Each 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 Loan other Credit Document unless it shall first receive such advice or concurrence of the Required Lenders as it deems appropriate and, if it so requests, or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which that may be incurred by it by reason of taking or continuing to take any such action. Each The Administrative Agent and the Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any and the other Loan Document Credit Documents in accordance with a request or consent of the Required Lenders (or such greater number of Lenders as may be expressly required hereby in any instance) Lenders, and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders. The Lenders hereby acknowledge and all future holders of the Loans; provided, that each the Administrative Agent and the Collateral Agent shall not be under no duty to take any discretionary action permitted to be taken by it pursuant to the provisions of this Agreement or any other Loan Document unless it shall be requested in writing to do so by the Required Lenders. Each Agent shall be fully justified in failing or refusing required to take any action hereunder and under that, in its opinion or in the opinion of its counsel, may expose it to liability or that is contrary to any other Loan Credit Document unless it shall first be indemnified to its satisfaction by the Lenders pro rata against any and all liability, cost and expense that it may incur by reason of taking or continuing to take any such actionapplicable law.

Reliance by Agents. (a) Each Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, communication, signature, resolution, representation, notice, consent, certificate, affidavit, letter, telegram, facsimile, telex or telephone message, electronic mail message, statement or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, and upon advice and statements of legal counsel (including counsel to any Loan Party), independent accountants and other experts selected by such Agent. Each Agent shall be fully justified in failing or refusing to take any action under any Loan Document unless it shall first receive such advice or concurrence of the Required Lenders as it deems appropriate and, if it so requests, it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. Without limiting the foregoing, each Agent (a) may treat the payee of any Note as its holder until such Note has been assigned in accordance with Section 10.07, (b) may rely on the Register to the extent set forth in Section 10.07, (c) may consult with legal counsel (including counsel to the Borrower or any other Loan Party), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts, (d) makes no warranty or representation to any Lender or L/C Issuer and shall not be responsible to any Lender or L/C Issuer for any statements, warranties or representations made by or on behalf of Holdings or any of its Subsidiaries in or in connection with this Agreement or any other Loan Document, (e) shall not have any duty to ascertain or to inquire either as to the performance or observance of any term, covenant or condition of this Agreement or any other Loan Document, as to the financial condition of any Loan Party or as to the existence or possible existence of any Default or Event of Default, (f) shall not be responsible to any Lender or L/C Issuer for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the attachment, perfection or priority of any Lien created or purported to be created under or in connection with, this Agreement, any other Loan Document or any other instrument or document furnished pursuant hereto or thereto and (g) shall incur no liability under or in respect of this Agreement or any other Loan Document by acting upon any notice, consent, certificate or other instrument or writing (which writing may be a facsimile or electronic mail) or any telephone message believed by it to be genuine and signed or sent by the proper party or parties. Each Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Loan Document in accordance with a request or consent of the Required Lenders (or such greater number of Lenders as may be expressly required hereby in any instance) and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders. The Lenders hereby acknowledge that each Agent shall be under no duty to take any discretionary action permitted to be taken by it pursuant to the provisions of this Agreement or any other Loan Document unless it shall be requested in writing to do so by the Required Lenders. Each Agent shall be fully justified in failing or refusing to take any action hereunder and under any other Loan Document unless it shall first be indemnified to its satisfaction by the Lenders pro rata against any and all liability, cost and expense that it may incur by reason of taking or continuing to take any such action.

Reliance by Agents. (a) Each Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, communication, signature, resolution, representation, notice, consent, certificate, affidavit, letter, telegram, facsimile, telex or telephone message, electronic mail message, statement or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, and upon advice and statements of legal counsel (including counsel to any Loan PartyParent or the Company), independent accountants and other experts selected by such either Agent. Each Agent shall be fully justified in failing or refusing to take any action under any Loan Document this Agreement unless it shall first receive such advice or concurrence of the Required U.S. Lenders, the Required Canadian Lenders or the Required Lenders, as applicable, as it deems appropriate and, if it so requests, it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. Each Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Loan Document in accordance with a request or consent of the Required U.S. Lenders, the Required Canadian Lenders, the Required Lenders (or such greater number of Lenders all Lenders, as may be expressly required hereby in any instance) applicable, and such request and any action taken or failure to act pursuant thereto shall be binding upon all of the Lenders. The Lenders hereby acknowledge that each Agent shall be under no duty to take any discretionary action permitted to be taken by it pursuant to the provisions of this Agreement or any other Loan Document unless it shall be requested in writing to do so by the Required Lenders. Each Agent shall be fully justified in failing or refusing to take any action hereunder and under any other Loan Document unless it shall first be indemnified to its satisfaction by the Lenders pro rata against any and all liability, cost and expense that it may incur by reason of taking or continuing to take any such action.

Reliance by Agents. (a) Each Agent shall be entitled to rely, and shall be fully protected (and shall have no liability to any Person) in relying, upon any writing, communication, signature, resolution, representation, notice, consent, certificate, affidavit, letter, telegram, facsimiletelecopy, telex or telephone teletype message, electronic mail messagestatement, statement order or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, Persons and upon advice and statements of legal counsel (including counsel to any Loan PartyBorrower), independent accountants and other experts selected by each Agent. The Agents may deem and treat the payee of any Note as the owner thereof for all purposes unless such AgentNote shall have been transferred in accordance with Section 11.6 and all actions required by such Section in connection with such transfer shall have been taken. Any request, authority or consent of any Person or entity who, at the time of making such request or giving such authority or consent, is the holder of any Note shall be conclusive and binding on any subsequent holder, transferee, assignee or endorsee, as the case may be, of such Note or of any Note or Notes issued in exchange therefor. 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 and/or such other requisite percentage of the Lenders as is required pursuant to Section 11.1(a) as it deems appropriate and, if it so requests, or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. Each Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or and any Notes and the other Loan Document Documents in accordance with a request or consent of the Required Lenders (or and/or such greater number other requisite percentage of the Lenders as may be expressly is required hereby in any instance) pursuant to Section 11.1(a), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders. The Lenders hereby acknowledge that each Agent shall be under no duty to take any discretionary action permitted to be taken by it pursuant to the provisions of this Agreement or any other Loan Document unless it shall be requested in writing to do so by the Required Lenders. Each Agent shall be fully justified in failing or refusing to take any action hereunder and under any other Loan Document unless it shall first be indemnified to its satisfaction by the Lenders pro rata against any and all liability, cost and expense that it may incur by reason future holders of taking or continuing to take any such actionthe Loans.

Reliance by Agents. (a) Each of the Administrative Agents, the Canadian Funding Agent and the Collateral Agents shall be entitled to rely, and shall be fully protected in relying, upon any instrument, writing, communication, signature, resolution, representation, notice, consent, certificate, affidavit, letter, telegram, facsimiletelecopy, telex or telephone teletype message, electronic mail messagestatement, statement order or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, Persons and upon advice and statements of legal counsel (including counsel to any Loan Partythe Borrowers), independent accountants and other experts selected by such Administrative Agent, Canadian Funding Agent or such Collateral Agent, as the case may be. Each Agent may deem and treat the payee of any Note as the owner thereof for all purposes unless a written notice of assignment, negotiation or transfer thereof shall have been filed with such Administrative Agent. Each of the Administrative Agents, the Canadian Funding Agent and the Collateral 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 relevant Required Lenders (or, if so specified by this Agreement, all Lenders) as it deems appropriate and, if it so requests, or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which that may be incurred by it by reason of taking or continuing to take any such action. Each of the Administrative Agents, the Canadian Funding Agent and the Collateral Agents shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any and the other Loan Document Documents in accordance with a request or consent of the relevant Required Lenders (or such greater number of Lenders as may be expressly required hereby in any instance) 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. The Lenders hereby acknowledge that each Agent shall be under no duty to take any discretionary action permitted to be taken by it pursuant to the provisions of this Agreement or any other Loan Document unless it shall be requested in writing to do so by the Required Lenders. Each Agent shall be fully justified in failing or refusing to take any action hereunder and under any other Loan Document unless it shall first be indemnified to its satisfaction by the Lenders pro rata against any and all liability, cost and expense that it may incur by reason future holders of taking or continuing to take any such actionthe Loans.

Reliance by Agents. (a) Each Agent shall be entitled to rely, and shall be fully protected (and shall have no liability to any Person) in relying, upon any writing, communication, signature, resolution, representation, notice, consent, certificate, affidavit, letter, telegram, facsimiletelecopy, telex or telephone teletype message, electronic mail messagestatement, statement order or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, Persons and upon advice and statements of legal counsel (including counsel to any Loan PartyBorrower or CCMGC), independent accountants and other experts selected by each Agent. The Agents may deem and treat the payee of any Note as the owner thereof for all purposes unless such AgentNote shall have been transferred in accordance with subsection 11.6 and all actions required by such Section in connection with such transfer shall have been taken. Any request, authority or consent of any Person or entity who, at the time of making such request or giving such authority or consent, is the holder of any Note shall be conclusive and binding on any subsequent holder, transferee, assignee or endorsee, as the case 168 may be, of such Note or of any Note or Notes issued in exchange therefor. 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 and/or such other requisite percentage of the Lenders as is required pursuant to subsection 11.1(a) as it deems appropriate and, if it so requests, or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. Each Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or and any Notes and the other Loan Document Documents in accordance with a request or consent of the Required Lenders (or and/or such greater number other requisite percentage of the Lenders as may be expressly is required hereby in any instance) pursuant to subsection 11.1(a), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders. The Lenders hereby acknowledge that each Agent shall be under no duty to take any discretionary action permitted to be taken by it pursuant to the provisions of this Agreement or any other Loan Document unless it shall be requested in writing to do so by the Required Lenders. Each Agent shall be fully justified in failing or refusing to take any action hereunder and under any other Loan Document unless it shall first be indemnified to its satisfaction by the Lenders pro rata against any and all liability, cost and expense that it may incur by reason future holders of taking or continuing to take any such actionthe Loans.

Reliance by Agents. (a) Each Purchaser Agent and the Administrator shall in all cases be entitled to rely, and shall be fully protected in relying, upon any writing, communication, signature, resolution, representation, notice, consent, certificate, affidavit, letter, telegram, facsimile, telex or telephone message, electronic mail message, statement document or other document writing or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, and upon advice and statements of legal counsel (including counsel to any Loan Partythe Seller), independent accountants and other experts selected by such Agentthe Administrator. Each Purchaser Agent and the Administrator shall in all cases be fully justified in failing or refusing to take any action under any Loan Transaction Document unless it shall first receive such advice or concurrence of the Required Lenders Majority Purchaser Agents (or in the case of any Purchaser Agent, the Purchasers within its Purchaser Group that have a majority of the aggregate Commitment of such Purchaser Group), and assurance of its indemnification, as it deems appropriate andappropriate. (b) The Administrator shall in all cases be fully protected in acting, if it so requestsor in refraining from acting, it under this Agreement in accordance with a request of the Majority Purchaser Agents or the Purchaser Agents, and such request and any action taken or failure to act pursuant thereto shall first be indemnified binding upon all Purchasers, the Administrator and Purchaser Agents. (c) The Purchasers within each Purchaser Group with a majority of the Commitments of such Purchaser Group shall be entitled to its satisfaction by request or direct the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing related Purchaser Agent to take any action, or refrain from taking action, under this Agreement on behalf of such actionPurchasers. Each Such Purchaser Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Loan Document in accordance with a request or consent of the Required Lenders (or such greater number of Lenders as may be expressly required hereby in any instance) Majority Purchaser Agents, and such request and any action taken or failure to act pursuant thereto shall be binding upon all of such Purchaser Agent’s Purchasers. (d) Unless otherwise advised in writing by a Purchaser Agent or by any Purchaser on whose behalf such Purchaser Agent is purportedly acting, each party to this Agreement may assume that (i) such Purchaser Agent is acting for the Lenders. The Lenders hereby acknowledge that benefit of each of the Purchasers in respect of which such Purchaser Agent shall be under no duty to take is identified as being the “Purchaser Agent” in the definition of “Purchaser Agent” hereto, as well as for the benefit of each assignee or other transferee from any discretionary such Person, and (ii) each action permitted to be taken by such Purchaser Agent has been duly authorized and approved by all necessary action on the part of the Purchasers on whose behalf it pursuant is purportedly acting. Each Purchaser Agent and its Purchaser(s) shall agree amongst themselves as to the provisions circumstances and procedures for removal, resignation and replacement of this Agreement or any other Loan Document unless it shall be requested in writing to do so by the Required Lenderssuch Purchaser Agent. Each Agent shall be fully justified in failing or refusing to take any action hereunder and under any other Loan Document unless it shall first be indemnified to its satisfaction by the Lenders pro rata against any and all liability, cost and expense that it may incur by reason of taking or continuing to take any such action.Section 5.5

Reliance by Agents. (a) Each Note Agent shall in all cases be entitled to rely, and shall be fully protected in relying, upon any note, writing, communication, signature, resolution, representation, notice, consent, certificate, affidavit, letter, cablegram, telegram, facsimiletelecopy, telex or telephone teletype message, electronic mail messagestatement, statement order or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, Persons and upon advice and statements of legal counsel (including counsel to any Loan Partyeach of the Lenders), independent accountants Independent Accountants and other experts selected by such Note Agent. Each Note Agent shall in all cases be fully justified in failing or refusing to take any action under this Agreement, any Loan other Transaction Document or any other document furnished in connection herewith or therewith unless it shall first receive such advice or concurrence of the Required Lenders Lenders, as it deems appropriate andappropriate, if it so requests, or it shall first be indemnified to its satisfaction (i) in the case of the Facility Agent, by the Lenders or (ii) in the case of an Agent, by the Lenders in its Lender Group, against any and all liability liability, cost and expense which may be incurred by it by reason of taking or continuing to take any such action. Each The Facility Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement Agreement, the other Transaction Documents or any other Loan Document document furnished in connection herewith or therewith in accordance with a request or consent of the Required Lenders (or such greater number of Lenders as may be expressly required hereby in any instance) Lenders, and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders. The Lenders hereby acknowledge that each Facility Agent shall in all cases be fully protected in acting, or in refraining from acting, under no duty to take any discretionary action permitted to be taken by it pursuant to this Agreement, the provisions of this Agreement other Transaction Documents or any other Loan Document unless it document furnished in connection herewith or therewith in accordance with a request of the Required Lenders, and such request and any action taken or failure to act pursuant thereto shall be requested in writing to do so by binding upon all the Required Lenders. Each Agent shall in all cases be fully justified protected in failing acting, 136 or refusing to take in refraining from acting, under this Agreement, the other Transaction Documents or any other document furnished in connection herewith or therewith in accordance with a request of the Lenders in its Lender Group holding greater than 66-2/3% of the outstanding Advances held by such Lender Group, and such request and any action hereunder and under any other Loan Document unless it taken or failure to act pursuant thereto shall first be indemnified to its satisfaction by binding upon all the Lenders pro rata against any and all liability, cost and expense that it may incur by reason of taking or continuing to take any in such actionLender Group.

Reliance by Agents. (a) Each The Collateral Agent and the Managing Agents shall in all cases be entitled to rely, and shall be fully protected in relying, upon any writing, communication, signature, resolution, representation, notice, consent, certificate, affidavit, letter, telegram, facsimile, telex or telephone message, electronic mail message, statement or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, Persons and upon advice and statements of legal counsel (including including, without limitation, counsel to any Loan Partythe Seller), independent accountants and other experts selected by such the Collateral Agent or any Managing Agent. Each of the Collateral Agent and the Managing Agents shall in all cases be fully justified in failing or refusing to take any action under this Agreement or any Loan other Transaction Document unless it shall first receive such advice or concurrence of the related Conduits, the Majority Committed Purchasers, the Required Lenders Committed Purchasers or all of the Purchasers, as applicable, as it deems appropriate and, if it so requests, and it shall first be indemnified to its satisfaction by the Lenders against any Purchasers, PROVIDED that unless and all liability and expense which may be incurred by it by reason of taking until the Collateral Agent or continuing such Managing Agent shall have received such advice or unless the Majority Committed Purchasers, the Required Committed Purchasers or each Managing Agent, as applicable, shall have directed the Collateral Agent or such Managing Agent to take or refrain from taking any action, 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 in the best interests of the Purchasers. Each The Collateral Agent and the Managing Agents shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Loan Document in accordance with a request or consent of the related Conduits, the Majority Committed Purchasers or the Required Lenders (Committed Purchasers or such greater number all of Lenders the Purchasers, as may be expressly required hereby in any instance) applicable, and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders. The Lenders hereby acknowledge that each Agent shall be under no duty to take any discretionary action permitted to be taken by it pursuant to the provisions of this Agreement or any other Loan Document unless it shall be requested in writing to do so by the Required Lenders. Each Agent shall be fully justified in failing or refusing to take any action hereunder and under any other Loan Document unless it shall first be indemnified to its satisfaction by the Lenders pro rata against any and all liability, cost and expense that it may incur by reason of taking or continuing to take any such actionPurchasers.

Reliance by Agents. (a) Each The Agent shall be entitled to rely, and shall be fully protected in relying, upon any Note, writing, communication, signature, resolution, representation, notice, consent, certificate, affidavit, letter, cablegram, telegram, facsimiletelecopy, telex or telephone teletype message, electronic mail messagestatement, statement order or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, Persons and upon advice and statements of legal counsel (including counsel to any Loan Party)counsel, independent accountants and other experts selected by such Agent, as the case may be. Each The Agent may deem and treat the payee of any Note as the owner thereof for all purposes unless the Agent shall have received an executed Commitment Transfer Supplement in respect thereof. All payments made by the Agent to the Lenders prior to the receipt of such Commitment Transfer Supplement shall be valid and binding for all purposes of this Agreement and the Notes. The Agent shall be fully justified in failing or refusing to take any action under this Agreement or any Loan other Basic Document unless it shall first receive such advice or concurrence of the Required Lenders Lenders, as it deems appropriate and, if it so requests, or it shall first be indemnified to its satisfaction (subject to the provisions of Section 8.7) by all of the Lenders Lenders, against any liabilities and all liability and expense expenses which may be incurred by it by reason of taking or continuing to take any such action. Each The Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any and the other Loan Document Basic Documents in accordance with a request or consent of the Required Lenders (or such greater number of Lenders as may be expressly required hereby in any instance) Majority Lenders, and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders. The Lenders hereby acknowledge that each Agent shall be under no duty to take any discretionary action permitted to be taken by it pursuant to the provisions of this Agreement or any other Loan Document unless it shall be requested in writing to do so by the Required Lenders. Each Agent shall be fully justified in failing or refusing to take any action hereunder and under any other Loan Document unless it shall first be indemnified to its satisfaction by the Lenders pro rata against any and all liability, cost and expense that it may incur by reason future holders of taking or continuing to take any such actionthe Notes.

Reliance by Agents. (a) Each Agent shall be entitled to rely, and shall be fully protected in relying, upon any Note, writing, communication, signature, resolution, representation, notice, consent, certificate, affidavit, letter, telegram, facsimiletelecopy, telex or telephone teletype message, electronic mail messagestatement, statement order or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, Persons and upon advice and statements of legal counsel (including including, without limitation, counsel to any Loan Partythe Borrower), independent accountants and other experts selected by the Agents. Each Agent may deem and treat the payee of any Note as the owner thereof for all purposes unless a written notice of assignment, negotiation or transfer thereof shall have been filed with the Facility Manager, which shall promptly forward such Agentnotice to other Agents. 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 and, if it so requests, or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. Each Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any and the other Loan Document Documents, in the case of the Agent other than the Collateral Agent, in accordance with a request or consent of the Required Lenders (or such greater number unless the consent of all Lenders as may be is expressly required hereby under subsection 10.1) or, in any instance) the case of the Collateral Agent, in accordance with the Intercreditor Agreement, and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders. The Lenders hereby acknowledge that each Agent shall be under no duty to take any discretionary action permitted to be taken by it pursuant to the provisions of this Agreement or any other Loan Document unless it shall be requested in writing to do so by the Required Lenders. Each Agent shall be fully justified in failing or refusing to take any action hereunder and under any other Loan Document unless it shall first be indemnified to its satisfaction by the Lenders pro rata against any and all liability, cost and expense that it may incur by reason of taking or continuing to take any such action.

Reliance by Agents. (a) Each Agent shall be entitled to rely, and shall be fully protected in relying, upon any instrument, writing, communication, signature, resolution, representation, notice, consent, certificate, affidavit, letter, telegramtelecopy, facsimiletelex, telex teletype or telephone message, electronic e-mail message, statement statement, order or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, Persons and upon advice and statements of legal counsel (including counsel to any Loan Partythe Borrower), independent accountants and other experts selected by such Agent. The Administrative Agent may deem and treat the payee of any 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. 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 (or, if so specified by this Agreement, all Lenders or such other appropriate group of Lenders) as it deems appropriate and, if it so requests, or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which that may be incurred by it by reason of taking or continuing to take any such action. Each Agent The Agents shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any and the other Loan Document Documents in accordance with a request or consent of the Required Lenders (or, if so specified by this Agreement, all Lenders or such greater number other appropriate group of Lenders as may be expressly required hereby in any instance) Lenders), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders. The Lenders hereby acknowledge that each Agent shall be under no duty to take any discretionary action permitted to be taken by it pursuant to the provisions of this Agreement or any other Loan Document unless it shall be requested in writing to do so by the Required Lenders. Each Agent shall be fully justified in failing or refusing to take any action hereunder and under any other Loan Document unless it shall first be indemnified to its satisfaction by the Lenders pro rata against any and all liability, cost and expense that it may incur by reason future holders of taking or continuing to take any such actionthe Loans.

Reliance by Agents. (a) Each Agent of the Agents shall be entitled to rely, and shall be fully protected in relying, upon any instrument, writing, communication, signature, resolution, representation, notice, consent, certificate, affidavit, letter, telegram, facsimile, telex telecopy or telephone email message, electronic mail messagestatement, statement order or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, Persons and upon advice and statements of legal counsel (including counsel to any Loan Partythe Borrower), independent accountants and other experts selected by such Agent. Each Agent of the Agents may deem and treat the payee of any 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. Each of the Agents shall be fully justified in failing or refusing to take any action under this Agreement or any Loan other Financing Document unless it such Agent shall first receive such advice or concurrence of the Required Lenders Financing Parties (or, if so specified by this Agreement, all Financing Parties) in the case of the Administrative Agent, or of the Administrative Agent in the case of the Collateral Agent, as it deems appropriate and, if it so requests, or it shall first be indemnified to its satisfaction by the Lenders Financing Parties against any and all liability and expense which that may be incurred by it by reason of taking or continuing to take any such action. Each Agent The Agents shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any and the other Loan Document Financing Documents in accordance with a request or consent of the Required Lenders Financing Parties (or such greater number of Lenders as may be expressly required hereby in any instance) or, if so specified by this Agreement, all Financing Parties), and such request and any action taken or failure to act in the case of the Administrative Agent, or of the Administrative Agent in the case of the Collateral Agent, pursuant thereto shall be binding upon all the Lenders. The Lenders hereby acknowledge that each Agent shall be under no duty to take any discretionary action permitted to be taken by it pursuant to the provisions of this Agreement or any other Loan Document unless it shall be requested in writing to do so by the Required Lenders. Each Agent shall be fully justified in failing or refusing to take any action hereunder and under any other Loan Document unless it shall first be indemnified to its satisfaction by the Lenders pro rata against any Financing Parties and all liability, cost future holders of the Loans and expense that it may incur by reason of taking or continuing to take any such actionFixed Rate Note.

Reliance by Agents. (a) Each Agent shall be entitled to rely, and shall be fully protected in relying, upon any instrument, writing, communication, signature, resolution, representation, notice, consent, certificate, affidavit, letter, telegram, facsimiletelecopy, telex or telephone teletype message, electronic mail messagestatement, statement order or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, Persons and upon advice and statements of legal counsel (including counsel to either Borrower or any Loan Partyof its Affiliates), independent accountants and other experts selected by such Agent. The Administrative Agent may deem and treat the payee of any 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. Each Agent shall be fully justified in failing or refusing to take any action under this Agreement or any Loan other Credit Document unless it shall first receive such advice or concurrence of, in the case of the Revolving Credit Collateral Agent, the Majority Revolving Lenders, in the case of the Term Loan Collateral Agent, the Majority Term Lenders, and in the case of the Administrative Agent, the Majority Lenders (or, if so specified by this Agreement or the other Credit Documents, the Required Lenders, all Lenders or any other instructing group of Lenders specified by this Agreement or the other Credit Documents) as it deems appropriate and, if it so requests, or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which that may be incurred by it by reason of taking or continuing to take any such action. Each Agent The Agents shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any and the other Loan Document Credit Documents in accordance with a request or consent of, in the case of the Required Revolving Credit Collateral Agent, the Majority Revolving Lenders, in the case of the Term Loan Collateral Agent, Trico Marine DIP Credit Agreement the Majority Term Lenders, and in the case of the Administrative Agent, the Majority Lenders (or, if so specified by this Agreement or such greater number the other Credit Documents, the Required Lenders, all Lenders or any other instructing group of Lenders as may be expressly required hereby in any instance) specified by this Agreement or the other Credit Documents), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders. The Lenders hereby acknowledge that each Agent shall be under no duty to take any discretionary action permitted to be taken by it pursuant to the provisions of this Agreement or any other Loan Document unless it shall be requested in writing to do so by the Required Lenders. Each Agent shall be fully justified in failing or refusing to take any action hereunder and under any other Loan Document unless it shall first be indemnified to its satisfaction by the Lenders pro rata against any and all liability, cost and expense that it may incur by reason future holders of taking or continuing to take any such actionthe Loans.

Reliance by Agents. (a) Each Agent shall be entitled to rely, and shall be fully protected in relying, upon any instrument, writing, communication, signature, resolution, representation, notice, consent, certificate, affidavit, letter, telegramtelecopy, facsimile, telex or telephone messagetelex, electronic mail or teletype message, statement statement, order or other document or conversation reasonably believed by it to be genuine and correct and to have been signed, sent or 150 made by the proper Person or Persons, Persons and upon advice and statements of legal counsel (including including, without limitation, counsel to any the Loan PartyParties), independent accountants and other experts selected by such Agent. The Administrative Agent may deem and treat the payee of any Note as the owner thereof for all purposes unless such Note shall have been transferred in accordance with Section 12.6 and all actions required by such Section in connection with such transfer shall have been taken. 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 (or, if so specified by this Agreement, all Lenders or any other instructing group of Lenders specified by this Agreement) (including without limitation with respect to the determination of which Lenders, if any, are Defaulting Lenders) as it deems appropriate and, if it so requests, or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which that may be incurred by it by reason of taking or continuing to take any such action. Each Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any and the other Loan Document Documents in accordance with a request or consent of the Required Lenders (or, if so specified by this Agreement, all Lenders or such greater number any other instructing group of Lenders as may be expressly required hereby in any instance) specified by this Agreement), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders. The Lenders hereby acknowledge that each Agent shall be under no duty to take any discretionary action permitted to be taken by it pursuant to the provisions of this Agreement or any other Loan Document unless it shall be requested in writing to do so by the Required Lenders. Each Agent shall be fully justified in failing or refusing to take any action hereunder and under any other Loan Document unless it shall first be indemnified to its satisfaction by the Lenders pro rata against any and all liability, cost and expense that it may incur by reason future holders of taking or continuing to take any such actionthe Loans.

Reliance by Agents. (a) Each Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, communication, signature, resolution, representation, notice, request, consent, certificate, instrument, affidavit, letter, telegram, facsimile, telex or telephone message, electronic mail message, Internet or intranet website posting or other distribution statement or other document or conversation reasonably believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons. Each Agent also may rely upon any statement made to it orally or by telephone and reasonably believed by it to have been made by the proper Person, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan that by its terms must be fulfilled to the satisfaction of a Lender, the Administrative Agent may presume that such condition is satisfactory to such Lender unless the Administrative Agent shall have received notice to the contrary from such Lender prior to the making of such Loan. Each Agent may consult with, and rely upon (and be fully protected in relying upon), advice and statements of legal counsel (including counsel to any Loan Party), independent accountants and other experts selected by such Agent. Each Agent shall be fully justified in failing or refusing to take any action under any Loan Document unless it shall first receive such advice or concurrence of the Required Lenders (or such greater number of Lenders as may be expressly required hereby in any instance) as it deems appropriate and, if it so requests, it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. Each Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Loan Document in accordance with a request or consent of the Required Lenders (or such greater number of Lenders as may be expressly required hereby in any instance) and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders. The Lenders hereby acknowledge (b) For purposes of determining compliance with the conditions specified in Sections 4.01 and 4.02, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall be under no duty to take any discretionary action permitted to be taken by it pursuant have received notice from such Lender prior to the provisions of this Agreement or any other Loan Document unless it shall be requested in writing to do so by the Required Lendersproposed Closing Date, specifying its objection thereto. Each Agent shall be fully justified in failing or refusing to take any action hereunder and under any other Loan Document unless it shall first be indemnified to its satisfaction by the Lenders pro rata against any and all liability, cost and expense that it may incur by reason of taking or continuing to take any such action.Section 9.05

Reliance by Agents. (a) Each Agent of the Agents shall be entitled to rely, and shall be fully protected in relying, upon any note, writing, communication, signature, resolution, representation, notice, consent, certificate, affidavit, letter, cablegram, telegram, facsimiletelecopy, telex or telephone teletype message, electronic mail messagestatement, statement order or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, Persons and upon advice and statements of legal counsel (including including, without limitation, counsel to any Loan Partythe Borrowers), independent accountants and other experts selected by such any Agent. Each Agent of the Agents may deem and treat the payee of any Note as the owner thereof for all purposes unless such Note shall have been transferred in accordance with Section 13.10 hereof. Each of the Agents shall be fully justified in failing or refusing to take any action under any this Agreement and the other Loan Document Documents unless it shall first receive such advice or concurrence of the Required Lenders (or, when expressly required hereby or by the relevant other Loan Document, all the Lenders) as it deems appropriate and, if it so requests, or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such actionaction except for its own gross negligence or willful misconduct. Each Agent of the Agents shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Loan Document and the Notes in accordance with a request or consent of the Required Lenders (or such greater number of Lenders as may be or, when expressly required hereby in any instance) hereby, all the Lenders), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders. The Lenders hereby acknowledge that each Agent shall be under no duty to take any discretionary action permitted to be taken by it pursuant to the provisions of this Agreement or any other Loan Document unless it shall be requested in writing to do so by the Required Lenders. Each Agent shall be fully justified in failing or refusing to take any action hereunder and under any other Loan Document unless it shall first be indemnified to its satisfaction by the Lenders pro rata against any and all liability, cost and expense that it may incur by reason future holders of taking or continuing to take any such actionthe Notes.

Reliance by Agents. (a) Each Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, communication, signature, resolution, representation, notice, request, consent, certificate, instrument, affidavit, letter, telegram, facsimile, telex or telephone message, electronic mail message, Internet or intranet website posting or other distribution statement or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons. Each Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan or the issuance of a Letter of Credit that by its terms must be fulfilled to the satisfaction of a Lender, the Administrative Agent may presume that such condition is satisfactory to such Lender unless the Administrative Agent shall have received notice to the contrary from such Lender prior to the making of such Loan or the issuance of such Letter of Credit. Each Agent may consult with, and rely upon (and be fully protected in relying upon), advice and statements of legal counsel (including counsel to any Loan Party), independent accountants and other experts selected by such Agent. Each Agent shall not be fully justified in liable for (i) failing or refusing to take any action under any Loan Document or (ii) taking any action permitted or required under any Loan Document unless it shall first receive such advice or concurrence of the Required Lenders (or such greater number of Lenders as may be expressly required hereby in any instance) as it deems appropriate and, if it so requests, it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of (i) taking or continuing to take any such action or (ii) omitting to take such action. Each Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Loan Document in accordance with a request or consent of the Required Lenders (or such greater number of Lenders as may be expressly required hereby in any instance) and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders. The Lenders hereby acknowledge ; provided that each the Administrative Agent and the Collateral Agent shall not be under no duty to take any discretionary action permitted to be taken by it pursuant to the provisions of this Agreement or any other Loan Document unless it shall be requested in writing to do so by the Required Lenders. Each Agent shall be fully justified in failing or refusing required to take any action hereunder and under that, in their respective opinion or in the opinion of their respective counsel, may expose the Administrative Agent or the Collateral Agent, as applicable, to liability or that is contrary to any other Loan Document unless it shall first be indemnified to its satisfaction by the Lenders pro rata against any and all liability, cost and expense that it may incur by reason of taking or continuing to take any such actionapplicable Law.

Reliance by Agents. (a) Each 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, affidavit, letter, telegramtelecopy, facsimiletelex, telex electronic mail, or telephone teletype message, electronic mail messagestatement, statement order or other document or conversation instruction believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, Persons and upon advice and statements of legal counsel (including counsel to any Loan PartyParent Guarantor and/or the Borrower), independent accountants and other experts selected by such 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. Each Agent shall be fully justified in failing or refusing to take any action under this Agreement or any Loan other Credit Document unless it shall first receive such advice or concurrence of the Required Lenders as it deems appropriate and, if it so requests, or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which that may be incurred by it by reason of taking or continuing to take any such action. Each Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any and the other Loan Document Credit Documents in accordance with a request or consent of the Required Lenders (or such greater number of Lenders as may be expressly required hereby in any instance) Lenders, and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders. The Lenders hereby acknowledge and all future holders of the Loans; provided that each no Agent shall be under no duty to take any discretionary action permitted to be taken by it pursuant to the provisions of this Agreement or any other Loan Document unless it shall be requested in writing to do so by the Required Lenders. Each Agent shall be fully justified in failing or refusing required to take any action hereunder 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. For purposes of determining compliance with the conditions specified in Section 6 and under any Section 7 on the Closing Date, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other Loan Document matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless it the Administrative Agent shall first be indemnified have received notice from such Lender prior to the proposed Closing Date specifying its satisfaction by the Lenders pro rata against any and all liability, cost and expense that it may incur by reason of taking or continuing to take any such actionobjection thereto.

Reliance by Agents. (a) Each Agent shall be entitled to relyrely upon, and shall be fully protected in relyingnot incur any liability for relying upon, upon any writingnotice, communicationrequest, signature, resolution, representation, noticecertificate, consent, certificatestatement, affidavitinstrument, letter, telegram, facsimile, telex document or telephone other writing (including any electronic message, electronic mail message, statement Internet or intranet website posting or other document or conversation distribution) believed by it to be genuine and correct and to have been signed, sent or otherwise authenticated by the proper Person. Each Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person or PersonsPerson, and upon advice and statements shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan, that by its terms must be fulfilled to the satisfaction of a Lender, the Administrative Agent may presume that such condition is satisfactory to such Lender unless the Administrative Agent shall have received notice to the contrary from such Lender prior to the making of such Loan. Each Agent may consult with legal counsel (including who may be counsel to any Loan Partyfor the Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts. As to any matters not expressly provided for in this Agreement and in the other Loan Documents (including enforcement or collection), the Administrative Agent and/or the Collateral Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the written instructions of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, pursuant to the terms in the Loan Documents), and, unless and until revoked in writing, such instructions shall be binding upon each Lender. Upon request by the Administrative Agent and/or the Collateral Agent, as the case may be, the Required Lenders shall confirm in writing the Administrative Agent’s authority and/or the Collateral Agent’s authority, as the case may be, to take any action in accordance with the terms of the Loan Documents and this Section 8.04 and may refrain from acting until such confirmation has been provided. Each 159 Notwithstanding anything else to the contrary herein, whenever reference is made in this Agreement, or any other Loan Document, to any discretionary action by, consent, designation, specification, requirement or approval of, notice, request or other communication from, or other direction given or action to be undertaken or to be (or not to be) suffered or omitted by the Administrative Agent or the Collateral Agent or to any election, decision, opinion, acceptance, use of judgment, expression of satisfaction or other exercise of discretion, rights or remedies to be made (or not to be made) by the Administrative Agent or the Collateral Agent, it is understood that in all cases the Administrative Agent or such Collateral Agent shall be fully justified in failing or refusing to take any such action under any Loan Document unless if it shall first receive such not have received written instruction, advice or concurrence from (i) in the case of the Administrative Agent, the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in any other Loan Document) or (ii) in the case of the Collateral Agent, the Administrative Agent. The Administrative Agent and Collateral Agent shall have no liability for any failure or delay in taking any actions contemplated above as a result of a failure or delay on the part of the Required Lenders as (or Administrative Agent in the case of the Collateral Agent) to provide such instruction, advice or concurrence. This provision is intended solely for the benefit of each of the Administrative Agent and the Collateral Agent and its successors and permitted assigns and is not intended to and will not entitle the other parties hereto to any defense, claim or counterclaim, or confer any rights or benefits on any party hereto. Except for any action expressly required of the Administrative Agent or the Collateral Agent hereunder or other Loan Document to which it deems appropriate and, if it so requestsis a party, it shall first in all cases be indemnified fully justified in failing or refusing to act unless it shall receive further assurances to its satisfaction by reasonable satisfaction, including indemnification, from the Lenders against any and all liability and expense which that may be incurred by it by reason of taking or continuing to take any such action. Each Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Loan Document in accordance with a request or consent of the Required Lenders (or such greater number of Lenders as may be expressly required hereby in any instance) and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders. The Lenders hereby acknowledge that each Agent shall be under no duty to take any discretionary action permitted to be taken by it pursuant to the provisions No provision of this Agreement or any other Loan Document unless it shall be requested in writing to do so by require the Required Lenders. Each Administrative Agent shall be fully justified in failing or refusing the Collateral Agent to take any action hereunder and under that it reasonably believes to be contrary to applicable law or to expend or risk its own funds or otherwise incur financial liability in the performance of any other Loan Document unless of its duties thereunder or in the exercise of any of its rights or powers if it shall first be indemnified have reasonable grounds to its satisfaction by the Lenders pro rata believe that repayment of such funds or adequate indemnity against any and all liability, cost and expense that it may incur by reason of taking such risk or continuing liability is not reasonably assured to take any such actionit.

Reliance by Agents. (a) Each Agent shall be entitled to conclusively rely, and shall be fully protected in relying, upon any writing, communication, signature, resolution, representation, notice, request, consent, certificate, instrument, affidavit, letter, telegram, facsimile, telex or telephone message, electronic mail message, Internet or intranet website posting or other distribution statement or other document or conversation reasonably believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons. Each Agent also may conclusively rely upon any statement made to it orally or by telephone and reasonably believed by it to have been made by the proper Person, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan that by its terms must be fulfilled to the satisfaction of a Lender, the Administrative Agent may presume that such condition is satisfactory to such Lender unless the Administrative Agent shall have received notice to the contrary from such Lender prior to the making of such Loan. Each Agent may consult with, and rely upon (and be fully protected in relying upon), advice and statements of legal counsel (including counsel to any Loan Party), independent accountants and other experts selected by such Agent. Each Agent shall be fully justified in failing or refusing to take any action under any Loan Document unless it shall first receive such advice or concurrence of written direction from the Required Lenders (or such greater number of Lenders as may be expressly required hereby in any instance) as it deems appropriate and, if it so requests, it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. Each Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Loan Document in accordance with a direction, request or consent of the Required Lenders (or such greater number of Lenders as may be expressly required hereby in any instance) and such or solely with respect to the Collateral Agent, in accordance with a direction, request or consent of the Administrative Agent and, in each case, any action taken or failure to act pursuant thereto shall be binding upon all the Lenders. In addition to the foregoing, the Collateral Agent shall in all cases also be fully protected in acting, or in refraining from acting, under this Agreement or any other Loan Document in accordance with a direction, request or consent and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders. The Lenders hereby acknowledge that each Agent shall be under no duty to take any discretionary action permitted to be taken by it pursuant to the provisions of this Agreement or any other Loan Document unless it shall be requested in writing to do so by the Required Lenders. Each Agent shall be fully justified in failing or refusing to take any action hereunder and under any other Loan Document unless it shall first be indemnified to its satisfaction by the Lenders pro rata against any and all liability, cost and expense that it may incur by reason of taking or continuing to take any such action.

Reliance by Agents. (a) Each Agent The Agents shall be entitled to rely, ------------------ and shall be fully protected in relying, upon any note, writing, communication, signature, resolution, representation, notice, consent, certificate, affidavit, letter, cablegram, telegram, facsimiletelecopy, telex telex, facsimile or telephone teletype message, electronic mail messagestatement, statement order or other document or conversation reasonably believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, Persons and upon advice and statements of legal counsel (including including, without limitation, counsel to any Loan PartyDeepwater), independent accountants and other experts selected by such Agent. Each Agent The Agents may deem and treat the registered owner of any Certificate as the owner thereof for all purposes unless a written notice of assignment, negotiation or transfer thereof shall have been filed with such Agent. Agents shall be fully justified in failing or refusing to take any action under any Loan Document the Transaction Documents unless it they shall first receive such advice or concurrence of the Majority Certificate Purchasers (or, where expressly required by any provision of the Transaction Documents, the Required Lenders Certificate Purchasers) as it deems they deem appropriate and, if it they so requestsrequest, it they shall first be indemnified to its their satisfaction by the Lenders against any and all liability and expense which may be incurred by it them by reason of taking or continuing to take any such action. Each Agent The Agents shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Loan Document the Transaction Documents and the Certificates in accordance with a request or consent of the Required Lenders Majority Certificate Purchasers (or such greater number of Lenders as may be or, where expressly required hereby in by any instance) provision of the Transaction Documents, the Required Certificate Purchasers), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders. The Lenders hereby acknowledge that each Agent shall be under no duty to take any discretionary action permitted to be taken by it pursuant to the provisions of this Agreement or any other Loan Document unless it shall be requested in writing to do so by the Required Lenders. Each Agent shall be fully justified in failing or refusing to take any action hereunder and under any other Loan Document unless it shall first be indemnified to its satisfaction by the Lenders pro rata against any Certificate Purchasers and all liability, cost and expense that it may incur by reason future holders of taking or continuing to take any such actionthe Certificates.

Reliance by Agents. (a) Each Agent The Agents and their Related Parties shall be entitled to rely, and shall be fully protected in relying, upon any instrument, writing, communication, signature, resolution, representation, notice, consent, certificate, affidavit, letter, telegramtelecopy, facsimile, telex facsimile or telephone email message, electronic mail messagestatement, statement order or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, Persons and upon advice and statements of legal counsel (including counsel to any Loan Partythe Borrower), independent accountants and other experts selected by such the Agents. The Agents and their Related Parties may deem and treat the payee of any 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. Each Agent The Agents and 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 or any other instructing group of Lenders specified by this Agreement) as it deems appropriate and, if it so requests, or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which that may be incurred by it by reason of taking or continuing to take any such action. Each Agent The Agents and their Related Parties shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any and the other Loan Document Documents in accordance with a request or consent of the Required Lenders (or, if so specified by this Agreement, all Lenders or such greater number any other instructing group of Lenders as may be expressly required hereby in any instance) specified by this Agreement), and such request and 66 any action taken or failure to act pursuant thereto shall be binding upon all the Lenders. The Lenders hereby acknowledge that each Agent shall be under no duty to take any discretionary action permitted to be taken by it pursuant to the provisions of this Agreement or any other Loan Document unless it shall be requested in writing to do so by the Required Lenders. Each Agent shall be fully justified in failing or refusing to take any action hereunder and under any other Loan Document unless it shall first be indemnified to its satisfaction by the Lenders pro rata against any and all liability, cost and expense that it may incur by reason future holders of taking or continuing to take any such actionthe Loans.

Reliance by Agents. (a) Each Agent shall be entitled to rely, and shall be fully protected in relying, upon any instrument, writing, communication, signature, resolution, representation, notice, consent, certificate, affidavit, letter, telegram, facsimiletelecopy, telex or telephone teletype message, electronic mail messagestatement, statement order or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, Persons and upon advice and statements of legal counsel (including counsel to any Loan Partythe Borrower), independent accountants and other experts selected by 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. 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 (or, if so specified by this Agreement, all Lenders) as it deems appropriate and, if it so requests, or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which that may be incurred by it by reason of taking or continuing to take any such action. Each Agent The Agents shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any and the other Loan Document Documents in accordance with a request or consent of the Required Lenders (or or, if so specified by this Agreement, all Lenders and including, in the case of the Collateral Agent, where such greater number documents provide that the Collateral Agent is to act at the direction of Lenders the Administrative Agent as may be expressly required hereby in any instance) Control Party), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders. The Lenders hereby acknowledge that each Agent shall be under no duty to take any discretionary action permitted to be taken by it pursuant to the provisions of this Agreement or any other Loan Document unless it shall be requested in writing to do so by the Required Lenders. Each Agent shall be fully justified in failing or refusing to take any action hereunder and under any other Loan Document unless it shall first be indemnified to its satisfaction by the Lenders pro rata against any and all liability, cost and expense that it may incur by reason future holders of taking or continuing to take any such actionthe Loans.

Reliance by Agents. (a) Each Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, communication, signature, resolution, representation, notice, consent, certificate, affidavit, letter, telegram, facsimile, telex or telephone message, electronic mail message, statement or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, and upon advice and statements of legal counsel (including counsel to any Loan PartyBorrowers), independent accountants and other experts selected by such Agent. Each Agent shall be fully justified in failing or refusing to take any action under this Agreement or any Loan Document other Ancillary Agreement unless it shall first receive such advice or concurrence of the Required Lenders as it deems appropriate and, if it so requests, it shall first be indemnified to its satisfaction by confirmation from the Lenders of their obligation to indemnify Agent against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. Each Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Loan Document Ancillary Agreement in accordance with a request or consent of the Required Lenders (or unless the consent of all the Lenders is required in such greater number case, in which case unanimous consent of Lenders as may be expressly required hereby in any instancethe Lenders) and such request and any action taken or failure to act pursuant thereto shall be binding upon all of the Lenders. The Lenders hereby acknowledge For purposes of determining compliance with the conditions specified in Section 2.11 or in any comparable provision of any amendment hereto, each Lender that each Agent shall be under no duty to take any discretionary action permitted to be taken by it pursuant to the provisions of has executed this Agreement or any other Loan Document unless it such amendment shall be requested in writing deemed to do so have consented to, approved or accepted, or to be satisfied with, each document or other matter either sent by an Agent to such Lender for consent, approval, acceptance or satisfaction, or required thereunder to be consented to or approved by or acceptable or satisfactory to the Required Lenders. Each Agent shall be fully justified in failing or refusing to take any action hereunder and under any other Loan Document unless it shall first be indemnified to its satisfaction by the Lenders pro rata against any and all liability, cost and expense that it may incur by reason of taking or continuing to take any such actionLender.

Reliance by Agents. (a) Each 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, affidavit, letter, telegramtelecopy, facsimiletelex, telex electronic mail, or telephone teletype message, electronic mail messagestatement, statement order or other document or conversation instruction believed by it in good faith to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, Persons and upon advice and statements of legal counsel (including counsel to any Loan Partythe Borrower), independent accountants and other experts selected by such the Administrative Agent or the Collateral Agent. Each The Administrative Agent may deem and treat the L/C Issuer 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 and shall be fully justified in failing or refusing to take any action under this Agreement or any Loan other Credit Document unless it shall first receive such advice or concurrence of the Required Lenders L/C Issuers as it deems appropriate and, if it so requests, or it shall first be indemnified to its satisfaction by the Lenders L/C Issuers against any and all liability and expense which that may be incurred by it by reason of taking or continuing to take any such action. Each The Administrative Agent and the Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any and the other Loan Document Credit Documents in accordance with a request or consent of the Required Lenders (or such greater number of Lenders as may be expressly required hereby in any instance) L/C Issuers, and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders. The Lenders hereby acknowledge L/C Issuers and all future holders of the L/C Commitments; provided that each none of the Administrative Agent or the Collateral Agent shall be under no duty to take any discretionary action permitted to be taken by it pursuant to the provisions of this Agreement or any other Loan Document unless it shall be requested in writing to do so by the Required Lenders. Each Agent shall be fully justified in failing or refusing required to take any action hereunder 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. For purposes of determining compliance with the conditions specified in Sections 6 and under any 7 on the Closing Date, each L/C Issuer that has signed or authorized the signing of this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other Loan Document matter required thereunder to be consented to or approved by or acceptable or satisfactory to a L/C Issuer unless it the Administrative Agent shall first be indemnified have received notice from such L/C Issuer prior to the proposed Closing Date specifying its satisfaction by the Lenders pro rata against any and all liability, cost and expense that it may incur by reason of taking or continuing to take any such actionobjection thereto.

Reliance by Agents. (a) Each Agent shall be entitled to rely, ------------------ and shall be fully protected in relying, upon any writing, communication, signature, resolution, representation, notice, consentstatement, certificate, affidavit, letter, telegram, facsimile, telex or telephone message, electronic mail message, statement consent or other document communication (including, without limitation, any thereof by telephone, telecopy, telex, telegram or conversation cable) believed by it in good faith to be genuine and correct and to have been signed, sent or made by the proper Person or Persons. Administrative Agent may deem and treat each Lender as the owner of its interest hereunder for all purposes hereof unless and until a written notice of the assignment, and upon advice and statements negotiation or transfer thereof shall have been given to Administrative Agent in accordance with the provisions of legal counsel (including counsel to any Loan Party), independent accountants and other experts selected by such Agentthis Agreement. Each Agent shall be fully justified in failing entitled to refrain from taking or refusing omitting to take any action under in connection with this Agreement or any other Loan Document (i) if such action or omission would, in the reasonable opinion of such Agent, violate any applicable law or any provision of this Agreement or any other Loan Document or (ii) unless and until it shall first receive have received such advice or concurrence of the Required Lenders (or, where a higher percentage of the Lenders is expressly required hereunder, such Lenders) as it deems appropriate and, if it so requests, or it shall first be have been indemnified to its satisfaction by the Lenders against any and all liability and expense which (other than liability and expense arising from its own gross negligence or willful misconduct) that may be incurred by it by reason of taking taking, continuing to take or continuing omitting to take any such action. Each Agent Without limiting the foregoing, no Lender shall in all cases be fully protected in acting, have any right of action whatsoever against either of the Agents as a result of such Agent's acting or in refraining from acting, acting hereunder or under this Agreement or any other Loan Document in accordance with a request or consent the instructions of the Required Lenders (or such greater number or, where a higher percentage of the Lenders as may be is expressly required hereby in any instance) hereunder, such Lenders), and such request instructions and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders. The Lenders hereby acknowledge that each Agent shall be under no duty to take any discretionary action permitted to be taken by it pursuant to the provisions of this Agreement or any other Loan Document unless it shall be requested in writing to do so by the Required Lenders. Each Agent shall be fully justified in failing or refusing to take any action hereunder and under any other Loan Document unless it shall first be indemnified to its satisfaction by the Lenders pro rata against any and (including all liability, cost and expense that it may incur by reason of taking or continuing to take any such actionsubsequent Lenders).

Reliance by Agents. (a) Each Agent The Agents shall be entitled to rely, and shall be fully protected in relying, upon any instrument, writing, communication, signature, resolution, representation, notice, consent, certificate, affidavit, letter, telegram, facsimiletelecopy, telex or telephone teletype message, electronic mail messagestatement, statement order or other document or conversation believed by it them to be genuine and correct and to have been signed, sent or made by the proper Person or PersonsSecured Party, as applicable, and upon advice and statements of legal counsel (including counsel to any Loan Partythe Issuer), independent accountants and other experts selected by such Agentthe Agents. Each The Collateral Agent shall be fully justified in failing or refusing to take any action under this Agreement or any Loan Collateral Document unless it shall first receive such legal advice or the concurrence or express prior written direction of the Required Lenders Requisite Investors, as it deems appropriate andapplicable, if it so requestsin accordance with the terms hereof, or it shall first be indemnified or receive security to its satisfaction by the Lenders Secured Parties against any and all liability and expense which that may be incurred by it by reason of taking or continuing to take any such action. Each The Agents shall be entitled to consult with the Issuer on whether a Person is a holder of a Cumulative Preferred Share of record at any time and the outstanding Liquidation Preference of the Cumulative Preferred Shares held by such Person for purposes of determining Requisite Investors. The Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Loan Document and the Collateral Documents in accordance with a written request or consent of from the Required Lenders (or such greater number of Lenders as may be expressly required hereby in any instance) Requisite Investors and such written request and any action taken or failure to act pursuant thereto shall be binding upon all the LendersSecured Parties. The Lenders hereby acknowledge that each Agent rights, privileges, protections, indemnities and benefits given to the Agents including their rights to be indemnified, are extended to, and shall be under no duty enforceable by, the Agents in each of their capacities hereunder and the Collateral Documents and the other Preferred Shares Documents, and to take any discretionary action permitted to be taken by it pursuant to the provisions of this Agreement or any each agent, custodian and other Loan Document unless it shall be requested in writing to do so persons employed by the Required Lenders. Each Agent shall be fully justified Agents in failing accordance herewith to act hereunder or refusing to take any action hereunder and under any other Loan Document unless it shall first be indemnified to its satisfaction by the Lenders pro rata against any and all liability, cost and expense that it may incur by reason of taking or continuing to take any such actionthereunder.

Reliance by Agents. (a) Each Agent and its Related Parties shall be entitled to rely, and shall be fully protected in relying, upon any instrument, writing, communication, signature, resolution, representation, notice, consent, certificate, affidavit, letter, telegram, facsimiletelecopy, telex or telephone teletype message, electronic mail messagestatement, statement order or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, Persons and upon advice and statements of legal counsel (including counsel to any Loan PartyDASI or the Borrower), independent accountants and other experts selected by such Agent. Each Agent may deem and treat the payee of any 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. Each Agent and its 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 deems appropriate and, if it so requests, or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which that may be incurred by it by reason of taking or continuing to take any such action. Each Agent and its Related Parties shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any and the other Loan Document Documents in accordance with a request or consent of the Required Lenders (or such greater number of Lenders as may be expressly required hereby in any instance) 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 LendersLenders and all future holders of the Loans. The Lenders hereby acknowledge Loan Parties and the Administrative Agent will furnish such information about the Collateral, the Borrower, the Loan Guarantors and any other information reasonably available to them that each the Collateral Agent deems necessary to exercise any of the rights or powers vested in it by the Loan documents as the Collateral Agent may reasonably request from time to time. Except for the safe custody of any Collateral in its possession and the accounting for moneys actually received by it hereunder or under any of the other Loan Documents, the Collateral Agent shall have no duty as to any Collateral, as to ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relative to any Collateral, whether or not the Collateral Agent is deemed to have knowledge of such matters, or as to taking of any necessary steps to preserve rights against any parties or any other wrights pertaining to any Collateral (including the filing of UCC Continuation Statements). The Collateral Agent shall be under no duty deemed to take have exercised appropriate and due care in the custody and preservation of any discretionary action permitted Collateral in its possession if such collateral is accorded treatment substantially equal to be taken by it pursuant to the provisions of this Agreement or any that which other Loan Document unless it shall be requested in writing to do so by the Required Lenders. Each Agent shall be fully justified in failing or refusing to take any action hereunder and under any other Loan Document unless it shall first be indemnified to its satisfaction by the Lenders pro rata against any and all liability, cost and expense that it may incur by reason of taking or continuing to take any such actioncollateral agents accord similar property.

Reliance by Agents. (a) Each Agent shall be entitled to rely, and shall be fully protected in relying, upon any instrument, writing, communication, signature, resolution, representation, notice, consent, certificate, affidavit, letter, telegram, facsimiletelecopy, telex or telephone teletype message, electronic mail messagestatement, statement order or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, Persons and upon advice and statements of legal counsel (including counsel to any Loan Partythe Borrower), independent accountants and other experts selected by such Agent. The Administrative Agent shall 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. 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 (or, if so specified by this Agreement, all Lenders or the Majority Facility Lenders) as it deems appropriate and, if it so requests, or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which that may be incurred by it by reason of taking or continuing to take any such action. Each Agent The Agents shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any and the other Loan Document Documents in accordance with a request or consent of the Required Lenders (or, if so specified by this Agreement, all Lenders or such greater number of Lenders as may be expressly required hereby in any instance) the Majority Facility Lenders), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders. The Lenders hereby acknowledge that each Agent shall be under no duty to take any discretionary action permitted to be taken by it pursuant to the provisions of this Agreement or any other Loan Document unless it shall be requested in writing to do so by the Required Lenders. Each Agent shall be fully justified in failing or refusing to take any action hereunder and under any other Loan Document unless it shall first be indemnified to its satisfaction by the Lenders pro rata against any and all liability, cost future holders of the Loans and expense that it may incur by reason of taking or continuing to take any such action.all other Secured Parties. 10.5

Reliance by Agents. (a) Each Agent (solely in its capacity as such) shall be entitled to rely, and shall be fully protected in relying, upon any writing, communication, signature, resolution, representation, notice, consent, certificate, affidavit, letter, telegram, facsimile, telex or telephone message, electronic mail message, statement or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, and upon advice and statements of legal counsel (including counsel to any Loan Party), independent accountants and other experts selected by such Agent. Each Agent (solely in its capacity as such) shall be fully justified in failing or refusing to take any action under any Loan Document unless it shall first receive such advice or concurrence of the Required Lenders as it deems appropriate and, if it so requests, it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. Each Agent (solely in its capacity as such) shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Loan Document in accordance with a request or consent of the Required Lenders (or such greater number of Lenders as may be expressly required hereby in any instance) and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders. The Lenders hereby acknowledge For purposes of determining compliance with the conditions specified in Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall be under no duty to take any discretionary action permitted to be taken by it pursuant have received notice from such Lender prior to the provisions of this Agreement or any other Loan Document unless it shall be requested in writing to do so by the Required Lenders. Each Agent shall be fully justified in failing or refusing to take any action hereunder and under any other Loan Document unless it shall first be indemnified to proposed Effective Date specifying its satisfaction by the Lenders pro rata against any and all liability, cost and expense that it may incur by reason of taking or continuing to take any such actionobjection thereto.

Reliance by Agents. (a) Each Agent shall be entitled to rely, and shall be fully protected (and shall have no liability to any Person) in relying, upon any writing, communication, signature, resolution, representation, notice, consent, certificate, affidavit, letter, telegram, facsimiletelecopy, telex or telephone messageteletype message or other electronic transmission, electronic mail messagestatement, statement order or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, Persons and upon advice and statements of legal counsel (including counsel to any Loan Partythe Borrowers or Holdings), independent accountants and other experts selected by each Agent. The Agents may deem and treat the payee of any Note as the owner thereof for all purposes unless such AgentNote shall have been transferred in accordance with Section 11.6 and all actions required by such Section in 184 connection with such transfer shall have been taken. Any request, authority or consent of any Person or entity who, at the time of making such request or giving such authority or consent, is the holder of any Note shall be conclusive and binding on any subsequent holder, transferee, assignee or endorsee, as the case may be, of such Note or of any Note or Notes issued in exchange therefor. 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 and/or such other requisite percentage of the Lenders as is required pursuant to Section 11.1(a) as it deems appropriate and, if it so requests, or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. Each Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or and any Notes and the other Loan Document Documents in accordance with a request or consent of the Required Lenders (or and/or such greater number other requisite percentage of the Lenders as may be expressly is required hereby in any instance) pursuant to Section 11.1(a), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders. The Lenders hereby acknowledge that each Agent shall be under no duty to take any discretionary action permitted to be taken by it pursuant to the provisions of this Agreement or any other Loan Document unless it shall be requested in writing to do so by the Required Lenders. Each Agent shall be fully justified in failing or refusing to take any action hereunder and under any other Loan Document unless it shall first be indemnified to its satisfaction by the Lenders pro rata against any and all liability, cost and expense that it may incur by reason future holders of taking or continuing to take any such actionthe Loans.

Reliance by Agents. (a) Each Agent shall be entitled to rely, and shall be fully protected in relying, upon any instrument, writing, communication, signature, resolution, representation, notice, consent, certificate, affidavit, letter, telegram, facsimiletelecopy, telex or telephone teletype message, electronic mail messagestatement, statement order or other document or other writing (including any electronic message, Internet or intranet website posting or other distribution) or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, Persons and upon advice and statements of legal counsel (including counsel to any Loan Partythe Borrower), independent accountants and other experts selected by such AgentAgent and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts. The Administrative Agent may deem and treat the Lender specified in the Register with respect to any amount owing hereunder as the owner thereof for all purposes. 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 (or, if so specified by this Agreement, all Lenders) as it deems appropriate and, if it so requests, or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which that may be incurred by it by reason of taking or continuing to take any such action. Each Agent The Agents shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any and the other Loan Document Documents in accordance with a request or consent of the Required Lenders (or such greater number of Lenders as may be expressly required hereby in any instance) 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 LendersLenders and all future holders of the Loans and all other Secured Parties. The Lenders hereby acknowledge In determining compliance with any condition hereunder to the making of a Loan that by its terms must be fulfilled to the satisfaction of a Lender, each Agent may presume that such condition is satisfactory to such Lender unless such Agent shall be under no duty to take any discretionary action permitted to be taken by it pursuant have received notice to the provisions contrary from such Lender prior to the making of this Agreement or any other Loan Document unless it shall be requested in writing to do so by the Required Lenders. Each Agent shall be fully justified in failing or refusing to take any action hereunder and under any other Loan Document unless it shall first be indemnified to its satisfaction by the Lenders pro rata against any and all liability, cost and expense that it may incur by reason of taking or continuing to take any such actionLoan.

Reliance by Agents. (a) Each 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, affidavit, letter, telegramtelecopy, facsimiletelex, telex electronic mail, or telephone teletype message, electronic mail messagestatement, statement order or other document or conversation instruction believed by it in good faith to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, Persons and upon advice and statements of legal counsel (including counsel to any Loan Partythe Borrower), independent accountants and other experts selected by such the Administrative Agent or the Collateral Agent. Each 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 and shall be fully justified in failing or refusing to take any action under this Agreement or any Loan other Credit Document unless it shall first receive such advice or concurrence of the Required Lenders as it deems appropriate and, if it so requests, or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which that may be incurred by it by reason of taking or continuing to take any such action. Each The Administrative Agent and the Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any and the other Loan Document Credit Documents in accordance with a request or consent of the Required Lenders (or such greater number of Lenders as may be expressly required hereby in any instance) Lenders, and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders. The Lenders hereby acknowledge and all future holders of the Loans; 243 provided that each none of the Administrative Agent or the Collateral Agent shall be under no duty to take any discretionary action permitted to be taken by it pursuant to the provisions of this Agreement or any other Loan Document unless it shall be requested in writing to do so by the Required Lenders. Each Agent shall be fully justified in failing or refusing required to take any action hereunder 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. For purposes of determining compliance with the conditions specified in Sections 6Sections 6 and under any 7 on the Closing Date, each Lender that has signed or authorized the signing of this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other Loan Document matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless it the Administrative Agent shall first be indemnified have received notice from such Lender prior to the proposed Closing Date specifying its satisfaction by the Lenders pro rata against any and all liability, cost and expense that it may incur by reason of taking or continuing to take any such actionobjection thereto.

Reliance by Agents. (a) Each Agent shall be entitled to rely, and shall be fully protected in relying, upon any instrument, writing, communication, signature, resolution, representation, notice, consent, certificate, affidavit, letter, telegram, facsimile, telex facsimile or telephone email message, electronic mail messagestatement, statement order or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, Persons and upon advice and statements of legal counsel (including counsel to any Loan PartyHoldings, Mid-Holdings or the Initial Borrower), independent accountants and other experts selected by an Agent. Each Agent may deem and treat the payee of any Note as the owner thereof for all purposes unless a written notice of assignment, negotiation or transfer thereof shall have been filed with such Agent. 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 (or, if so specified by this Agreement, all affected Lenders) as it deems appropriate and, if it so requests, or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which that may be incurred by it by reason of taking or continuing to take any such action. Each Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any and the other Loan Document Documents in accordance with a request or consent of the Required Lenders (or such greater number of Lenders as may be expressly required hereby in any instance) or, if so specified by this Agreement, all affected Lenders), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders. The Lenders hereby acknowledge that each Agent shall be under no duty to take any discretionary action permitted to be taken by it pursuant to the provisions of this Agreement or any other Loan Document unless it shall be requested in writing to do so by the Required Lenders. Each Agent shall be fully justified in failing or refusing to take any action hereunder and under any other Loan Document unless it shall first be indemnified to its satisfaction by the Lenders pro rata against any and all liability, cost and expense that it may incur by reason future holders of taking or continuing to take any such actionthe Loans.