Common use of Reliance by the Administrative Agent Clause in Contracts

Reliance by the Administrative Agent. The Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any Note, writing, resolution, notice, consent, certificate, affidavit, letter, facsimile, telecopy, telex or teletype message, 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 and upon advice and statements of legal counsel (including, without limitation, counsel to the Borrower), independent accountants and other experts selected by the Administrative Agent. The Administrative Agent may deem and treat the payee of any Note delivered 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 shall be fully justified in failing or refusing to take any action under this Agreement, any other Loan Document or the Intercreditor and Collateral Agency Agreement unless it shall first receive such advice or concurrence of the Majority Lenders as it deems appropriate 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. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement, the other Loan Documents and the Intercreditor and Collateral Agency Agreement in accordance with a request of the Majority Lenders, and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the Advances.

Reliance by the Administrative Agent. The Administrative Agent shall be entitled to relyrely upon, and shall be fully protected in relyingnot incur any liability for relying upon, upon any Notenotice, writingrequest, resolution, noticecertificate, consent, certificatestatement, affidavitinstrument, letter, facsimile, telecopy, telex document or teletype other writing (including any electronic message, statement, order Internet or intranet website posting or other document or conversation reasonably distribution) believed by it to be genuine and correct and to have been signed, sent or otherwise authenticated by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person or Persons Person, 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. The Administrative Agent may consult with legal counsel (including, without limitation, who may be counsel to for the Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the Administrative Agent. The Administrative Agent may deem and treat the payee advice of any Note delivered hereunder as the owner thereof for all purposes unless a written notice of assignmentsuch counsel, negotiation accountants or transfer thereof shall have been filed with the Administrative Agentexperts. The Administrative Agent shall be fully justified in failing or refusing to take any action under this Agreement, any other Loan Document or the Intercreditor and Collateral Agency Agreement unless it shall first receive such advice or concurrence of the Majority Required Lenders as it deems appropriate or and, if it so requests, it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense 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 this Agreement, the Agreement or any other Loan Documents and the Intercreditor and Collateral Agency Agreement Document in accordance with a request or consent of the Majority Lenders, 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 and all future holders Lenders; provided that the Administrative Agent shall not be required to take any action that, in its opinion or in the opinion of its counsel, may expose the AdvancesAdministrative Agent to liability or that is contrary to any Loan Document or applicable Law.

Reliance by the Administrative Agent. The Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any Notenote, writing, resolution, notice, consent, certificate, affidavit, letter, facsimilecablegram, telegram, telecopy, telex or teletype message, 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 and upon advice and statements of legal counsel (including, without limitation, counsel to the Borrower), independent accountants and other experts selected by the Administrative Agent. The Administrative Agent may deem and treat the payee of any Note delivered hereunder as the owner thereof for all purposes unless a written notice of assignment, negotiation or transfer thereof such Note shall have been filed transferred in accordance with the Administrative AgentSection 14.10. The Administrative Agent shall be fully justified in failing or refusing to take any action under this Agreement, any Agreement and the other Loan Document or the Intercreditor and Collateral Agency Agreement Documents unless it shall first receive such advice or concurrence of the Majority Required Lenders (or, when expressly required hereby or by the relevant other Loan Documents, all the Lenders) as it deems appropriate 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. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement, the other Loan Documents Agreement and the Intercreditor and Collateral Agency Agreement Notes in accordance with a request of the Majority Required Lenders (or, when expressly required hereby, all the Lenders), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the AdvancesNotes.

Reliance by the Administrative Agent. The Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any Noteinstrument, writing, resolution, notice, consent, certificate, affidavit, letter, facsimile, telecopy, telex telecopy or teletype email message, 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 and upon advice and statements of legal counsel (including, without limitation, including counsel to the BorrowerBorrowers), independent accountants and other experts selected by the Administrative Agent. The Administrative Agent may deem and treat the payee of any Note delivered 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 shall be fully justified in failing or refusing to take any action under this Agreement, Agreement or any other Loan Document or the Intercreditor and Collateral Agency Agreement unless it shall first receive such advice or concurrence of the Majority Required Lenders (or, if so specified by this Agreement, all Lenders) as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which that 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 this Agreement, Agreement and the other Loan Documents and the Intercreditor and Collateral Agency Agreement in accordance with a request of the Majority Required Lenders (or, if so specified by this Agreement, all Lenders), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the AdvancesLoans.

Reliance by the Administrative Agent. The Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any Noteinstrument, writing, resolution, notice, consent, certificate, affidavit, letter, facsimile, telecopy, telex or teletype email message, 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 and upon advice and statements of legal counsel (including, without limitation, including counsel to the Borrower), independent accountants and other experts reasonably selected by the Administrative Agent. The Administrative Agent may deem and treat the payee of any Note delivered 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 shall be fully justified in failing or refusing to take any action under this Agreement, Agreement or any other Loan Document or unless the Intercreditor and Collateral Agency Agreement unless it Administrative Agent shall first receive such advice or concurrence of the Majority Required Lenders (or, if so specified by this Agreement, all Lenders) as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which that 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 this Agreement, Agreement and the other Loan Documents and the Intercreditor and Collateral Agency Agreement in accordance with a request of the Majority Required Lenders (or, if so specified by this Agreement or any other Loan Document, all Lenders), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the AdvancesLoans.

Reliance by the Administrative Agent. The Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any Notenote, writing, resolution, notice, consent, certificate, affidavit, letter, facsimilecablegram, telegram, telecopy, telex or teletype message, 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 and upon advice and statements of legal counsel (including, without limitation, counsel to the Borrower), independent accountants and other experts selected by the Administrative Agent. The Administrative Agent may deem and treat the payee holder of any Note delivered hereunder Revolving Credit Loan as the owner thereof for all purposes unless a written notice of assignment, negotiation or transfer thereof such Revolving Credit Loan shall have been filed transferred in accordance with the Administrative AgentSection 14.10 hereof. The Administrative Agent shall be fully justified in failing or refusing to take any action under this Agreement, any Agreement and the other Loan Document or the Intercreditor and Collateral Agency Agreement Documents unless it shall first receive such advice or concurrence of the Majority Required Lenders (or, when expressly required hereby or by the relevant other Loan Document, the Required Agreement Lenders or all the Lenders) as it deems appropriate 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. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement, Agreement and the other Loan Documents and the Intercreditor and Collateral Agency Agreement in accordance with a request of the Majority Required Lenders (or, when expressly required hereby, the Required Agreement Lenders or all the Lenders), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the AdvancesLoans.

Reliance by the Administrative Agent. The Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any Note, writing, resolution, notice, consent, certificate, affidavit, letter, facsimilecablegram, telegram, telecopy, telex or teletype message, 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 and upon advice and statements of legal counsel (including, without limitation, counsel to the BorrowerCompany), independent accountants and other experts selected by the Administrative Agent. The Administrative Agent may deem and treat the payee of any Note delivered 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 shall be fully justified in failing or refusing to take any action under this Agreement, any other Loan Credit Document or the Intercreditor and Collateral Agency Agreement unless it shall first receive such advice or concurrence of the Majority Required Lenders (or, where unanimous consent of the Lenders is expressly required hereunder, such Lenders) as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense 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 this Agreement, the other Loan Documents and the Intercreditor and Collateral Agency Agreement any Credit Document in accordance with a request of the Majority Required Lenders, and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the AdvancesNotes.

Reliance by the Administrative Agent. The Administrative Agent shall be entitled to rely, and shall be fully protected (and shall have no liability to any Person) in relying, upon any Note, writing, resolution, notice, consent, certificate, affidavit, letter, facsimile, telecopy, telex or teletype message, 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 and upon advice and statements of legal counsel (including, without limitation, including counsel to the BorrowerBorrowers), independent accountants and other experts selected by the Administrative Agent. The Administrative Agent may deem and treat the payee of any Note delivered hereunder as the owner thereof for all purposes unless a written notice of assignment, negotiation or transfer thereof such Note shall have been filed transferred in accordance with subsection 11.6 and all actions required by such subsection in connection with such transfer shall have been taken. Any request, authority or consent of any Person or entity who, at the Administrative Agenttime 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. The Administrative Agent shall be fully justified as between itself and the Lenders in failing or refusing to take any action under this Agreement, Agreement or any other Loan Document or the Intercreditor and Collateral Agency Agreement unless it shall first receive such advice or concurrence of the Majority Required Lenders and/or such other requisite percentage of the Lenders as is required pursuant to subsection 11.1(a) as it deems appropriate 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. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement, Agreement and any Notes and the other Loan Documents and the Intercreditor and Collateral Agency Agreement in accordance with a request of the Majority LendersRequired Lenders and/or such other requisite percentage of the Lenders as is required 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 and all future holders of the AdvancesRevolving Loans.

Reliance by the Administrative Agent. The Administrative Each Agent shall be entitled to rely, and shall be fully protected (and shall have no liability to any Person) in relying, upon any Note, writing, resolution, notice, consent, certificate, affidavit, letter, facsimile, telecopy, telex or teletype message, 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 and upon advice and statements of legal counsel (including, without limitation, including counsel to the Borrower), independent accountants and other experts selected by the Administrative such Agent. The Administrative Agent may deem and treat the payee of any Note delivered hereunder as the owner thereof for all purposes unless a written notice of assignment, negotiation or transfer thereof such Note shall have been filed transferred in accordance with subsection 10.6 and all actions required by such subsection in connection with such transfer shall have been taken. Any request, authority or consent of any Person or entity who, at the Administrative Agenttime 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. The Administrative Each Agent shall be fully justified as between itself and the Lenders in failing or refusing to take any action under this Agreement, Agreement or any other Loan Document or the Intercreditor and Collateral Agency Agreement unless it shall first receive such advice or concurrence of the Majority Required Lenders and/or such other requisite percentage of the Lenders as is required pursuant to subsection 10.1(a) as it deems appropriate 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. The Administrative Each Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement, Agreement and any Notes and the other Loan Documents and the Intercreditor and Collateral Agency Agreement in accordance with a request of the Majority LendersRequired Lenders and/or such other requisite percentage of the Lenders as is required pursuant to subsection 10.1(a), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the AdvancesLoans.

Reliance by the Administrative Agent. The Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any Notenote, writing, resolution, notice, consent, certificate, affidavit, letter, facsimile, telecopy, telex or teletype message, 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 and upon advice and statements of legal counsel (including, without limitation, counsel to the Borrower), independent accountants and other experts selected by the Administrative AgentAgent with reasonable care. The Administrative Agent may deem and treat the payee of any Loan or Note delivered 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 shall be fully justified in failing or refusing to take any action under this Agreement, Agreement or any other Loan Document or the Intercreditor and Collateral Agency Agreement unless it shall first receive such advice or concurrence of the Majority Requisite Lenders as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense 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 this Agreement, Agreement and the other Loan Documents and the Intercreditor and Collateral Agency Agreement in accordance with a request of the Majority Requisite Lenders, and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the AdvancesLoans.

Reliance by the Administrative Agent. The Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any Notenote, writing, resolution, notice, consent, certificate, affidavit, letter, facsimile, telecopy, telex telex, e-mail or teletype message, 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 and upon advice and statements of legal counsel (including, without limitation, counsel to the BorrowerBorrower or the Servicer), independent accountants and other experts selected by the Administrative Agent. The Administrative Agent may deem and treat the payee of any Note delivered hereunder each Lender as the owner thereof of its pro rata share of the Advances for all purposes unless a written notice of assignment, negotiation or transfer thereof shall have been filed with the Administrative Agent. The Administrative Agent shall be fully justified in failing or refusing to take any action under this Agreement, Loan Agreement or any other Loan Transaction Document or the Intercreditor and Collateral Agency Agreement unless it shall first receive such advice or concurrence of the Majority Required Lenders as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Subject to the Transaction Documents, the Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement, Loan Agreement and the other Loan Transaction Documents and the Intercreditor and Collateral Agency Agreement in accordance with a request of the Majority Required Lenders, and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of an interest in any of the AdvancesLender Notes.

Reliance by the Administrative Agent. The Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any Notenote, writing, resolution, notice, consent, certificate, affidavit, letter, facsimilecablegram, telegram, telecopy, telex or teletype message, 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 and upon advice and statements of legal counsel (including, without limitation, counsel to the BorrowerBorrowers), independent accountants and other experts selected by the Administrative Agent. The Administrative Agent may deem and treat the payee of any Note delivered hereunder as the owner thereof for all purposes unless a written notice of assignment, negotiation or transfer thereof such Note shall have been filed transferred in accordance with the Administrative AgentSection 13.10 hereof. The Administrative Agent shall be fully justified in failing or refusing to take any action under this Agreement, any Agreement and the other Loan Document or the Intercreditor and Collateral Agency Agreement Documents unless it shall first receive such advice or concurrence of the Majority Required Lenders (or, when expressly required hereby or by the relevant other Loan Document, all the Lenders) as it deems appropriate 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. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement, the other Loan Documents Agreement and the Intercreditor and Collateral Agency Agreement Notes in accordance with a request of the Majority Required Lenders (or, when expressly required hereby, all the Lenders), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the AdvancesNotes.

Reliance by the Administrative Agent. The Administrative Agent shall not have any obligation (a) to ascertain or to inquire as to the observance or performance of any of the conditions, covenants or agreements in this Agreement, the Notes or the other Loan Documents or in any document, instrument or agreement at any time constituting, or intended to constitute, Collateral, (b) to ascertain or inquire as to whether any notice, consent, waiver or request delivered to it shall have been duly authorized or is genuine, accurate and complete or (c) to inspect the properties, books or records of the Borrower, any Guarantor or any of their respective Subsidiaries. The Administrative Agent shall be entitled to rely, and shall be fully protected in relying, relying (i) upon any Notenote, writing, resolution, notice, consent, certificate, affidavit, letter, facsimilecablegram, telegram, telecopy, telex or teletype message, statement, order or other document document, instrument 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 (ii) upon advice and statements of legal counsel (including, without limitation, including counsel to the BorrowerBorrower or the Guarantors), independent accountants and other experts selected by the Administrative Agent. The Administrative Agent may deem and treat the payee of any Note delivered hereunder as the owner thereof for all purposes unless a written notice of the assignment, negotiation or transfer thereof thereof, in accordance with the provisions of this Agreement, shall have been filed with delivered to the Administrative AgentAgent identifying the name of the subsequent payee or holder thereof. The Administrative Agent shall be entitled to fail or refuse, and shall be fully justified protected in failing or refusing refusing, to take any action required or permitted by it under this Agreement, any the Notes or the other Loan Document or the Intercreditor and Collateral Agency Agreement Documents unless (A) it first shall first receive such advice or concurrence of the Majority Requisite Lenders as it deems appropriate appropriate, or (B) it first 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. The In all cases the Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement, the Notes or the other Loan Documents and the Intercreditor and Collateral Agency Agreement in accordance with a request of the Majority Requisite Lenders, and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the AdvancesNotes.

Reliance by the Administrative Agent. The Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any Noteinstrument, writing, resolution, notice, consent, certificate, affidavit, letter, facsimile, telecopy, telex or teletype message, 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 and upon advice and statements of legal counsel (including, without limitation, including counsel to the Borrower), independent accountants and other experts selected by the Administrative Agent. The Administrative Agent may deem and treat the payee of any Note delivered hereunder as the owner thereof for all purposes unless a written notice of assignment, negotiation or transfer thereof such Note shall have been filed transferred in accordance with the Administrative AgentSection 10.6 and all actions required by such Section in connection with such transfer shall have been taken. The Administrative Agent shall be fully justified in failing or refusing to take any action under this Agreement, Agreement or any other Loan Document or the Intercreditor and Collateral Agency Agreement unless it shall first receive such advice or concurrence of the Majority 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 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. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement, Agreement and the other Loan Documents and the Intercreditor and Collateral Agency Agreement in accordance with a request of the Majority LendersRequired Lenders (or, if so specified by this Agreement, all Lenders or any other instructing group of Lenders specified by this Agreement), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the AdvancesLoans.

Reliance by the Administrative Agent. The Administrative Agent shall be entitled to relyrely upon, and shall be fully protected in relyingnot incur any liability for relying upon, upon any Notenotice, writingrequest, resolution, noticecertificate, consent, certificatestatement, affidavitinstrument, letter, facsimile, telecopy, telex document or teletype other writing (including any electronic message, statement, order Internet or intranet website posting or other document or conversation reasonably distribution) believed by it to be genuine and correct and to have been signed, sent or otherwise authenticated by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person Person, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan, or Persons and upon advice and statements the issuance, extension, renewal or increase of a Letter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender or an Issuing Lender, the Administrative Agent may presume that such condition is satisfactory to such Lender or such Issuing Lender unless the Administrative Agent shall have received notice to the contrary from such Lender or such Issuing Lender prior to the making of such Loan or the issuance of such Letter of Credit. The Administrative Agent may consult with legal counsel (including, without limitation, who may be counsel to for the BorrowerBorrowers), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the Administrative Agent. The Administrative Agent may deem and treat the payee advice of any Note delivered hereunder as the owner thereof for all purposes unless such counsel, accountants or experts. Each Lender or Issuing Lender that has signed this Agreement or a written notice of assignment, negotiation signature page to an Assignment and Assumption or transfer thereof shall have been filed with the Administrative Agent. The Administrative Agent shall be fully justified in failing or refusing to take any action under this Agreement, any other Loan Document pursuant to which it is to become a Lender or the Intercreditor and Collateral Agency Agreement unless it shall first receive such advice or concurrence of the Majority Lenders as it deems appropriate 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. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement, the other Loan Documents and the Intercreditor and Collateral Agency Agreement in accordance with a request of the Majority Lenders, and such request and any action taken or failure to act pursuant thereto Issuing Lender hereunder shall be binding upon all the Lenders deemed to have consented to, approved and all future holders of the Advancesaccepted and shall deemed satisfied with each document or other matter required thereunder to be consented to, approved or accepted by such Lender or Issuing Lender or that is to be acceptable or satisfactory to such Lender or Issuing Lender.

Reliance by the Administrative Agent. The Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any Notenote, writing, resolution, notice, consent, certificate, affidavit, letter, facsimilecablegram, telegram, telecopy, telex or teletype message, 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 and upon advice and statements of legal counsel (including, without limitation, counsel to the Borrower), independent accountants and other experts selected by the Administrative Agent. The Administrative Agent may deem and treat the payee of any Note delivered hereunder as the owner thereof for all purposes unless a written notice of assignment, negotiation or transfer thereof such Note shall have been filed transferred in accordance with the Administrative AgentSection 13.10 hereof. The Administrative Agent shall be fully justified in failing or refusing to take any action under this Agreement, any Agreement and the other Loan Document or the Intercreditor and Collateral Agency Agreement Documents unless it shall first receive such advice or concurrence of the Majority Required Lenders (or, when expressly required hereby or by the relevant other Loan Document, all the Lenders) as it deems appropriate 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. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement, the other Loan Documents Agreement and the Intercreditor and Collateral Agency Agreement Notes in accordance with a request of the Majority Required Lenders (or, when expressly required hereby, all the Lenders), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the AdvancesNotes.

Reliance by the Administrative Agent. The Administrative Each Agent shall be entitled to rely, and shall be fully protected (and shall have no liability to any Person) in relying, upon any Note, writing, resolution, notice, consent, certificate, affidavit, letter, facsimile, telecopy, telex or teletype message, 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 and upon advice and statements of legal counsel (including, without limitation, including counsel to the BorrowerBorrowers), independent accountants and other experts selected by the Administrative such Agent. The Administrative Agent may deem and treat the payee of any Note delivered hereunder as the owner thereof for all purposes unless a written notice of assignment, negotiation or transfer thereof such Note shall have been filed transferred in accordance with subsection 11.6 and all actions required by such subsection in connection with such transfer shall have been taken. Any request, authority or consent of any Person or entity who, at the Administrative Agenttime 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. The Administrative Each Agent shall be fully justified as between itself and the Lenders in failing or refusing to take any action under this Agreement, Agreement or any other Loan Document or the Intercreditor and Collateral Agency Agreement unless it shall first receive such advice or concurrence of the Majority Required Lenders and/or such other requisite percentage of the Lenders as is required pursuant to subsection 11.1(a) as it deems appropriate 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. The Administrative Each Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement, Agreement and any Notes and the other Loan Documents and the Intercreditor and Collateral Agency Agreement in accordance with a request of the Majority LendersRequired Lenders and/or such other requisite percentage of the Lenders as is required 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 and all future holders of the AdvancesLoans.

Reliance by the Administrative Agent. The Administrative Agent shall be entitled to relyrely upon, and shall be fully protected in relyingnot incur any liability for relying upon, upon any Notenotice, writingrequest, resolution, noticecertificate, consent, certificatestatement, affidavitinstrument, letter, facsimile, telecopy, telex document or teletype other writing (including any electronic message, statement, order Internet or intranet website posting or other document or conversation reasonably distribution) believed by it in the absence of bad faith to be genuine and correct and to have been signed, sent or otherwise authenticated by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it in the absence of bad faith to have been made by the proper Person or Persons Person, 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. The Administrative Agent may consult with legal counsel (including, without limitation, including counsel to acting for the BorrowerBorrowers), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the Administrative Agent. The Administrative Agent may deem and treat the payee advice of any Note delivered hereunder as the owner thereof for all purposes unless a written notice of assignmentsuch counsel, negotiation accountants or transfer thereof shall have been filed with the Administrative Agentexperts. The Administrative Agent shall be fully justified in failing or refusing to take any action under this Agreement, any other Loan Document or the Intercreditor and Collateral Agency Agreement unless it shall first receive such advice or concurrence of the Majority Required Lenders as it deems appropriate or and, if it so requests, it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense 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 this Agreement, the Agreement or any other Loan Documents and the Intercreditor and Collateral Agency Agreement Document in accordance with a request or consent of the Majority Lenders, 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 and all future holders Lenders; provided that the Administrative Agent shall not be required to take any action that, in its opinion or in the opinion of its counsel, may expose the AdvancesAdministrative Agent to liability or that is contrary to any Loan Document or applicable Law.

Reliance by the Administrative Agent. The Administrative Each Agent shall be entitled to rely, and shall be fully protected (and shall have no liability to any Person) in relying, upon any Note, writing, resolution, notice, consent, certificate, affidavit, letter, facsimile, telecopy, telex or teletype message, 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 and upon advice and statements of legal counsel (including, without limitation, including counsel to the BorrowerBorrowers), independent accountants and other experts selected by the Administrative such Agent. The Administrative Agent and Canadian Agent may deem and treat the payee of any Note delivered hereunder as the owner thereof for all purposes unless a written notice of assignment, negotiation or transfer thereof such Note shall have been filed transferred in accordance with subsection 11.6 and all actions required by such subsection in connection with such transfer shall have been taken. Any request, authority or consent of any Person or entity who, at the Administrative Agenttime 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. The Administrative Each Agent shall be fully justified as between itself and the Lenders in failing or refusing to take any action under this Agreement, Agreement or any other Loan Document or the Intercreditor and Collateral Agency Agreement unless it shall first receive such advice or concurrence of the Majority Required Lenders and/or such other requisite percentage of the Lenders as is required pursuant to subsection 11.1(a) as it deems appropriate 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. The Administrative Each Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement, Agreement and any Notes and the other Loan Documents and the Intercreditor and Collateral Agency Agreement in accordance with a request of the Majority LendersRequired Lenders and/or such other requisite percentage of the Lenders as is required 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 and all future holders of the AdvancesLoans.

Reliance by the Administrative Agent. The Administrative Agent shall be entitled to relyrely upon, and shall be fully protected in relyingnot incur any liability for relying upon, upon any Notenotice, writingrequest, resolution, noticecertificate, consent, certificatestatement, affidavitinstrument, letter, facsimile, telecopy, telex document or teletype other writing (including any electronic message, statement, order Internet or intranet website posting or other document or conversation reasonably distribution) believed by it in good faith to be genuine and correct and to have been signed, sent or otherwise authenticated by the proper Person. The 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 Person, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan, or Persons and upon advice and statements the issuance, extension, renewal or increase of a Letter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender or an Issuing Lender, the Administrative Agent may presume that such condition is satisfactory to such Lender or such Issuing Lender unless the Administrative Agent shall have received notice to the contrary from such Lender or such Issuing Lender prior to the making of such Loan or the issuance of such Letter of Credit. The Administrative Agent may consult with legal counsel (including, without limitation, who may be counsel to for the Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts. Notwithstanding anything to the contrary contained herein or in any other Loan Document, Administrative Agent shall not have any duties or responsibilities for monitoring or enforcing prohibitions on assignments or participations to, or sharing information with, Disqualified Institution; provided that the Administrative Agent. The Agent shall receive a representation from a Lender as to its Disqualified Institution status; provided, further, that upon inquiry by any Lender to the Administrative Agent may deem and treat as to whether a specified potential lender is on the payee list of any Note delivered hereunder as Disqualified Institutions, 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 shall be fully justified in failing or refusing permitted to take any action under this Agreement, any other Loan Document or disclose to such Lender whether such specific potential lender is on the Intercreditor and Collateral Agency Agreement unless it shall first receive such advice or concurrence list of the Majority Lenders as it deems appropriate 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. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement, the other Loan Documents and the Intercreditor and Collateral Agency Agreement in accordance with a request of the Majority Lenders, and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the AdvancesDisqualified Institutions.

Reliance by the Administrative Agent. The Administrative Agent shall be entitled to rely, and shall be fully protected (and shall have no liability to any Person) in relying, upon any Note, writing, resolution, notice, consent, certificate, affidavit, letter, facsimile, telecopy, telex or teletype message, 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 and upon advice and statements of legal counsel (including, without limitation, including counsel to the Borrower), independent accountants and other experts selected by the Administrative Agent. The Administrative Agent may deem and treat the payee of any Term Loan Note delivered hereunder as the owner thereof for all purposes unless a written notice of assignment, negotiation or transfer thereof such Term Loan Note shall have been filed transferred in accordance with subsection 10.6 and all actions required by such subsection in connection with such transfer shall have been taken. Any request, authority or consent of any Person or entity who, at the Administrative Agenttime of making such request or giving such authority or consent, is the holder of any Term Loan Note shall be conclusive and binding on any subsequent holder, transferee, assignee or endorsee, as the case may be, of such Term Loan Note or of any Term Loan Note or Term Loan Notes issued in exchange therefor. The Administrative Agent shall be fully justified as between itself and the Lenders in failing or refusing to take any action under this Agreement, Agreement or any other Loan Document or the Intercreditor and Collateral Agency Agreement unless it shall first receive such advice or concurrence of the Majority Required Lenders and/or such other requisite percentage of the Lenders as is required pursuant to subsection 10.1(a) as it deems appropriate 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. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement, Agreement and any Term Loan Notes and the other Loan Documents and the Intercreditor and Collateral Agency Agreement in accordance with a request of the Majority LendersRequired Lenders and/or such other requisite percentage of the Lenders as is required pursuant to subsection 10.1(a), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the AdvancesLoans.

Reliance by the Administrative Agent. The Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any Note, writing, resolution, notice, consent, certificate, affidavit, letter, facsimilecablegram, telegram, telecopy, electronic transmission, telex or teletype message, 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 and upon advice and statements of legal counsel (including, without limitation, including counsel to the Borrower), independent accountants and other experts selected by the Administrative Agent. The Administrative Agent may deem and treat the payee of any Note delivered 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 shall be fully justified in failing or refusing to take any action under this Agreement, any other Loan Document or the Intercreditor and Collateral Agency Agreement unless it shall first receive such advice or concurrence of the Majority Required Lenders (or, where unanimous consent of the Lenders is expressly required hereunder, such Lenders) as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense 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 this Agreement, the other any Loan Documents and the Intercreditor and Collateral Agency Agreement Document in accordance with a request of the Majority Required Lenders, and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the AdvancesNotes.

Reliance by the Administrative Agent. The Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any Noteinstrument, writing, resolution, notice, consent, certificate, affidavit, letter, facsimile, telecopy, telex or teletype message, 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 and upon advice and statements of legal counsel (including, without limitation, including counsel to the Borrower), independent accountants and other experts selected by the Administrative Agent. The Administrative Agent may deem and treat the payee of any Note delivered 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 shall be fully justified in failing or refusing to take any action under this Agreement, Agreement or any other Loan Document or the Intercreditor and Collateral Agency Agreement unless it shall first receive such advice or concurrence of the Majority Required Lenders (or, if so specified by this Agreement, all Lenders) as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which that 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 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, Agreement and the other Loan Documents and the Intercreditor and Collateral Agency Agreement in accordance with a request of the Majority Required Lenders (or, if so specified by this Agreement, all Lenders), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the AdvancesLoans and all other Secured Parties.

Reliance by the Administrative Agent. The Administrative Agent ------------------------------------ shall be entitled to rely, and shall be fully protected in relying, upon any Note, writing, resolution, notice, consent, certificate, affidavit, letter, facsimile, telecopy, telex or teletype message, 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 and upon advice and statements of legal counsel (including, without limitation, counsel to the Borrower), independent accountants and other experts selected by the Administrative Agent. The Administrative Agent may deem and treat the payee of any Note delivered 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 shall be fully justified in failing or refusing to take any action under this Agreement, Agreement or any other Loan Document or the Intercreditor and Collateral Agency Agreement unless it shall first receive such advice or concurrence of the Majority Lenders as it deems appropriate 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. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement, Agreement and the other Loan Documents and the Intercreditor and Collateral Agency Agreement in accordance with a request of the Majority Lenders, and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the AdvancesLoans.

Reliance by the Administrative Agent. The Administrative Agent shall be entitled to relyrely upon, and shall be fully protected in relyingnot incur any liability for relying upon, upon any Notenotice, writingrequest, resolution, noticecertificate, consent, certificatestatement, affidavitinstrument, letter, facsimile, telecopy, telex document or teletype other writing (including any electronic message, statement, order Internet or intranet website posting or other document or conversation reasonably distribution) believed by it to be genuine and correct and to have been signed, sent or otherwise authenticated by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person Person, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan, or Persons and upon advice and statements the issuance of a Letter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender or the applicable Issuer, the Administrative Agent may presume that such condition is satisfactory to such Lender or such Issuer unless the Administrative Agent shall have received notice to the contrary from such Lender or such Issuer prior to the making of such Loan or the issuance of such Letter of Credit. The Administrative Agent may consult with legal counsel (including, without limitation, who may be counsel to for the Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the Administrative Agent. The Administrative Agent may deem and treat the payee advice of any Note delivered hereunder as the owner thereof for all purposes unless a written notice of assignmentsuch counsel, negotiation accountants or transfer thereof shall have been filed with the Administrative Agentexperts. The Administrative Agent shall be fully justified in failing or refusing to take any action under this Agreement, any other Loan Document or the Intercreditor and Collateral Agency Agreement unless it shall first receive such advice or concurrence of the Majority Requisite Lenders as it deems appropriate or and, if it so requests, it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense 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 this Agreement, the Agreement or any other Loan Documents and the Intercreditor and Collateral Agency Agreement Document in accordance with a request or consent of the Majority Lenders, Requisite 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 and all future holders Lenders; provided that the Administrative Agent shall not be required to take any action that, in its opinion or in the opinion of its counsel, may expose the AdvancesAdministrative Agent to liability or that is contrary to any Loan Document or applicable Law.

Reliance by the Administrative Agent. The Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any Note, writing, resolution, notice, consent, certificate, affidavit, letter, telegram, facsimile, telecopy, telex or teletype telephone message, statement, order 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 Persons, and upon advice and statements of legal counsel (including, without limitation, including counsel to the Borrower), independent accountants and other experts selected by the Administrative Agent. The Administrative Agent may deem and treat the payee of any Note delivered 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 shall be fully justified in failing or refusing to take any action under this Agreement, the Collateral Agency Agreement or any other Loan Financing Document (a) if such action would, in the opinion of the Administrative Agent (upon consultation with counsel), be contrary to applicable Law or the terms of any Financing Document or the Intercreditor and Collateral Agency Agreement unless Agreement, (b) if such action is not specifically provided for in the Financing Documents to which the Administrative Agent is a party or the Collateral Agency Agreement, and it shall first receive not have received such advice or concurrence of the Majority Required Lenders as it deems appropriate appropriate, (c) if in connection with the taking of any such action that would constitute the making of a payment due under any Financing Document or the Collateral Agency Agreement, it shall not first have received from any or all of the other Financing Parties funds equal to the amount of such payment, or (d) unless, if it so requests, the Administrative Agent 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 Administrative Agent shall shall, in all cases cases, be fully protected in acting, or in refraining from acting, under this Agreement, the other Loan Documents and the Intercreditor and Collateral Agency Agreement or any Financing Document in accordance with a request or consent of the Majority Lenders, Required Lenders and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the AdvancesFinancing Parties.

Reliance by the Administrative Agent. The Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any Note, writing, resolution, notice, consent, certificate, affidavit, letter, facsimile, telecopy, telex or teletype message, statement, order order, electronic communication 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 and upon advice and statements of legal counsel (including, without limitation, counsel to the BorrowerCompany), independent accountants and other experts selected by the Administrative Agent. The Administrative Agent may deem and treat the payee of any Note delivered 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 shall be fully justified in failing or refusing to take any action under this Agreement, Agreement or any other Loan Document or the Intercreditor documents executed and Collateral Agency Agreement delivered in connection herewith unless it shall first receive such advice or concurrence of the Majority Lenders Required Banks as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders Banks against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent shall in all cases not be fully protected in liable to any Bank or Issuing Bank for acting, or in refraining from acting, under this Agreement, the Agreement or any other Loan Documents documents executed and the Intercreditor and Collateral Agency Agreement delivered in connection herewith in accordance with a request of the Majority LendersRequired Banks, and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders Banks and all future holders of the AdvancesNotes.

Reliance by the Administrative Agent. The Administrative Agent shall be entitled to relyrely upon, and shall be fully protected in relyingnot incur any liability for relying upon, upon any Notenotice, writingrequest, resolution, noticecertificate, consent, certificatestatement, affidavitinstrument, letter, facsimile, telecopy, telex document or teletype other writing (including any electronic message, statement, order Internet or intranet website posting or other document or conversation reasonably distribution) believed by it to be genuine and correct and to have been signed, sent or otherwise authenticated by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person Person, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan, or Persons and upon advice and statements the issuance of a Letter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender, the Issuing Lender or a Several Issuing Lender, the Administrative Agent may presume that such condition is satisfactory to such Lender, the Issuing Lender or such Several Issuing Lender unless the Administrative Agent shall have received notice to the contrary from such Lender, the Issuing Lender or such Several Issuing Lender, prior to the making of such Loan or the issuance of such Letter of Credit. The Administrative Agent may consult with legal counsel (including, without limitation, who may be counsel to for the BorrowerBorrowers), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the Administrative Agent. The Administrative Agent may deem and treat the payee advice of any Note delivered hereunder as the owner thereof for all purposes unless such counsel, accountants or experts. Each Lender or Issuing Lender that has signed this Agreement or a written notice of assignment, negotiation signature page to an Assignment and Assumption or transfer thereof shall have been filed with the Administrative Agent. The Administrative Agent shall be fully justified in failing or refusing to take any action under this Agreement, any other Loan Document pursuant to which it is to become a Lender or the Intercreditor and Collateral Agency Agreement unless it shall first receive such advice or concurrence of the Majority Lenders as it deems appropriate 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. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement, the other Loan Documents and the Intercreditor and Collateral Agency Agreement in accordance with a request of the Majority Lenders, and such request and any action taken or failure to act pursuant thereto Issuing Lender hereunder shall be binding upon all the Lenders deemed to have consented to, approved and all future holders of the Advancesaccepted and shall deemed satisfied with each document or other matter required thereunder to be consented to, approved or accepted by such Lender or Issuing Lender or that is to be acceptable or satisfactory to such Lender or Issuing Lender.

Reliance by the Administrative Agent. The Administrative Agent shall be entitled to relyrely upon, and shall be fully protected in relyingin, upon and shall not incur any Noteliability for relying upon, writingany notice, resolutionrequest, noticecertificate, consent, certificatestatement, affidavitinstrument, letterdocument or other writing (including any electronic message, facsimiletelefax, telegram, telecopy, telex internet or teletype message, statement, order intranet website posting or other document or conversation reasonably distribution) believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons Person, and upon the advice and statements of legal counsel Agent Professionals (including, without limitation, including counsel to Holdings or the Borrower). 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, independent accountants and other experts 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. The Administrative Agent may consult with Agent Professionals (who may be legal counsel for the Borrower) selected by it, and shall not be liable for any action taken or not taken by it in accordance with the Administrative Agentadvice of any such Agent Professional. The Administrative Agent may deem and treat the payee of any Note delivered 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 shall be fully justified in failing or refusing to take any action under this Agreement, Agreement or any other Loan Document or the Intercreditor and Collateral Agency Agreement unless it shall first receive such advice or concurrence of the Majority Required Lenders (or such other number or percentage of Lenders as shall be provided for herein or in the other Loan Documents) as it deems appropriate 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. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement, Agreement and the other Loan Documents and the Intercreditor and Collateral Agency Agreement in accordance with a request of the Majority LendersRequired Lenders (or such other number or percentage of Lenders as shall be provided for herein or in the other Loan Documents), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the AdvancesLoans. The Administrative Agent shall have a reasonable and practicable amount of time to act upon any instruction, notice or other communication under any Loan Document, and shall not be liable for any such delay in acting.

Reliance by the Administrative Agent. The Administrative Agent shall be entitled to relyrely upon, and shall be fully protected in relyingnot incur any liability for relying upon, upon any Notenotice, writingrequest, resolution, noticecertificate, consent, certificatestatement, affidavitinstrument, letter, facsimile, telecopy, telex document or teletype other writing (including any electronic message, statement, order Internet or intranet website posting or other document or conversation reasonably distribution) believed by it to be genuine and correct and to have been signed, sent or otherwise authenticated by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person or Persons Person, 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. The Administrative Agent may consult with legal counsel (including, without limitation, who may be counsel to for the Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the Administrative Agentadvice of any such counsel, accountants or experts. The Administrative Agent may deem and treat at any time request instructions from the payee Lenders with respect to any actions or approvals which by the terms of this Agreement or of any Note delivered hereunder as of the owner thereof for all purposes unless a written notice of assignment, negotiation or transfer thereof shall have been filed with Loan Documents the Administrative Agent. The Agent is permitted or desires to take or to grant, and the Administrative Agent shall be fully justified in failing or refusing to take any action under this Agreement, any other Loan Document or the Intercreditor and Collateral Agency Agreement unless it shall first receive such advice or concurrence of the Majority Required Lenders as it deems appropriate or and, if it so requests, it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. No Lender shall have any right of action whatsoever against the Administrative Agent as a result of the Administrative Agent acting or refraining from acting under this Agreement or any of the other Loan Documents in accordance with the instructions of the Required Lenders. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement, the Agreement or any other Loan Documents and the Intercreditor and Collateral Agency Agreement Document in accordance with a request or consent of the Majority Lenders, 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 and all future holders Lenders; provided that the Administrative Agent shall not be required to take any action that, in its opinion or in the opinion of its counsel, may expose the AdvancesAdministrative Agent to liability or that is contrary to any Loan Document or applicable Laws.

Reliance by the Administrative Agent. The Administrative Agent shall in all cases be entitled to rely, and shall be fully protected in relying, upon any Notenote, writing, resolution, notice, consent, certificate, affidavit, letter, facsimilecablegram, telegram, telecopy, telex or teletype message, 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 and upon advice and statements of legal counsel (including, without limitation, including counsel to each of the BorrowerLenders), independent accountants Independent Accountants and other experts selected by the Administrative Agent. The Administrative Agent may deem and treat the payee of any Note delivered hereunder as the owner thereof for shall in all purposes unless a written notice of assignment, negotiation or transfer thereof shall have been filed with the Administrative Agent. The Administrative Agent shall cases be fully justified in failing or refusing to take any action under this Agreement, any other Loan Transaction Document or the Intercreditor and Collateral Agency Agreement any other document furnished in connection herewith or therewith unless it shall first receive such advice or concurrence of the Majority Lenders Lenders, as it deems appropriate appropriate, or it shall first be indemnified to its satisfaction by the Lenders 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. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement, the other Loan Transaction Documents and the Intercreditor and Collateral Agency Agreement or any other document furnished in connection herewith or therewith in accordance with a request of the Majority LendersLenders or Required Lenders (as applicable), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and Lenders. The Administrative Agent shall in all future holders cases be fully protected in acting, or 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 AdvancesMajority Lenders or Required Lenders (as applicable), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders.

Reliance by the Administrative Agent. The Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any NoteCredit Document, writing, resolution, notice, consent, certificate, affidavit, letter, facsimilecablegram, telegram, telecopy, telex or teletype message, statement, order or other document or conversation reasonably believed by it in good faith to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel (including, without limitation, counsel to the BorrowerBorrowers), independent accountants and other experts selected by the Administrative Agent. The Administrative Agent may deem and treat the payee of any Note delivered hereunder as the owner thereof for all purposes unless (a) a written notice of assignment, negotiation or transfer thereof shall have been filed with the Administrative Agent and (b) the Administrative Agent shall have received the written agreement of such assignee to be bound hereby as fully and to the same extent as if such assignee were an original Lender party hereto, in each case in form satisfactory to the Administrative Agent. The Administrative Agent shall be fully justified in failing or refusing to take any action under this Agreement, any other Loan Document or the Intercreditor and Collateral Agency Credit Agreement unless it shall first receive such advice or concurrence of the Majority Required Lenders or all the Lenders as it deems appropriate may be required under this Credit Agreement 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. The Administrative Agent shall in all cases shall, subject to Section 8.3, be fully protected in acting, or in refraining from acting, under this Agreement, any of the other Loan Credit Documents and the Intercreditor and Collateral Agency Agreement in accordance with a request of the Majority Required Lenders or all of the Lenders, as may be required under this Credit Agreement, and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the AdvancesNotes.

Reliance by the Administrative Agent. The Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any Notenote, writing, resolution, notice, consent, certificate, affidavit, letter, facsimilecablegram, telegram, telecopy, telex or teletype message, 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 and upon advice and statements of legal counsel (including, without limitation, counsel to the BorrowerBorrowers), independent accountants and other experts selected by the Administrative Agent. The Administrative Agent may deem and treat the payee of any Note delivered hereunder as the owner thereof for all purposes unless a written notice of assignment, negotiation or transfer thereof such Note shall have been filed transferred in accordance with the Administrative AgentSection 14.9. The Administrative Agent shall be fully justified in failing or refusing to take any action under this Agreement, any Agreement and the other Loan Document or the Intercreditor and Collateral Agency Agreement Documents unless it shall first receive such advice or concurrence of the Majority Required Lenders (or, when expressly required hereby or by the relevant other Loan Documents, all the Lenders) as it deems appropriate 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. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement, the other Loan Documents Agreement and the Intercreditor and Collateral Agency Agreement Notes in accordance with a request of the Majority Required Lenders (or, when expressly required hereby, all the Lenders), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the AdvancesNotes.

Reliance by the Administrative Agent. The Administrative Each Agent shall be entitled to relyrely upon, and shall be fully protected not incur any liability for relying upon or acting or failing to act upon (including in relyingconnection with such Agent’s execution, upon delivery or filing of any NoteLoan Document or other agreement, writingdocument, resolutioncertificate or filing in connection therewith), any notice, request, certificate, consent, certificatestatement, affidavitinstrument, letter, facsimile, telecopy, telex document or teletype other writing (including any electronic message, statement, order Internet or intranet website posting or other document or conversation reasonably distribution) believed by it to be genuine and correct and to have been signed, sent or otherwise authenticated by the proper person. In determining whether the conditions to taking any action under or in connection with any Loan Document are satisfied, each Agent shall be entitled to rely upon any certificates delivered to such Agent by any Loan Party. 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 person, and shall not incur any liability for relying thereon. The Agents are further authorized to rely upon and to comply with any written, oral or Persons and upon advice and telephonic statements made or purported to be made by any Loan Party. 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, without limitation, who may be counsel to for the BorrowerDesignated Company or other Loan Party), independent accountants and other experts selected by the Administrative Agent. The Administrative Agent may deem and treat the payee of any Note delivered 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 shall be fully justified in failing or refusing to take any action under this Agreement, any other Loan Document or the Intercreditor and Collateral Agency Agreement unless it shall first receive such advice or concurrence of the Majority Lenders as it deems appropriate 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. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement, the other Loan Documents and the Intercreditor and Collateral Agency Agreement in accordance with a request of the Majority Lendersit, and such request and shall not be liable for any action taken or failure to act pursuant thereto shall be binding upon all not taken by it in accordance with the Lenders and all future holders advice of the Advancesany such counsel, accountants or experts.

Reliance by the Administrative Agent. (a) The Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any Note, writing, instrument, document, communication, signature, resolution, representation, notice, consent, certificate, affidavit, letter, telegram, facsimile, telecopy, telex or teletype telephone message, statementelectronic mail message, order 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 and Persons, and/or upon advice and statements of legal counsel (including, without limitation, including counsel to the Borrowerany Loan Party), independent accountants and other experts selected by the Administrative Agent. The Administrative Agent may deem and treat the payee of any Note delivered 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 shall be fully justified in failing or refusing to take any action under this Agreement, any other Loan Document or the Intercreditor and Collateral Agency Agreement unless it shall first receive such advice or concurrence of the Majority Required Lenders as it deems appropriate or and, if it so requests, it shall first be indemnified to its satisfaction by the Lenders and L/C Issuers 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 this Agreement, the Agreement or any other Loan Documents and the Intercreditor and Collateral Agency Agreement Document in accordance with a request or consent of the Majority Lenders, 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 and all future holders L/C Issuers; provided that the Administrative Agent shall not be required to take any action that, in its opinion or in the opinion of its counsel, may expose the AdvancesAdministrative Agent to liability or that is contrary to any Loan Document or applicable Law.

Reliance by the Administrative Agent. The Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any Notenote, writing, resolution, notice, consent, certificate, affidavit, letter, facsimilecablegram, telegram, telecopy, telex or teletype message, 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 and upon advice and statements of legal counsel (including, including without limitation, limitation counsel to the BorrowerBorrowers), independent accountants and other experts selected by the Administrative Agent. The Administrative Agent may deem and treat the payee of any Note delivered hereunder as the owner thereof for all purposes unless a written notice of assignment, negotiation or transfer thereof such Note shall have been filed transferred in accordance with the Administrative AgentSection 13.10 hereof. The Administrative Agent shall be fully justified in failing or refusing to take any action under this Agreement, any Agreement and the other Loan Document or the Intercreditor and Collateral Agency Agreement Documents unless it shall first receive such advice or concurrence of the Majority Required Lenders (or, when expressly required hereby or by the relevant other Loan Document, all the Lenders) as it deems appropriate 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. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement, the other Loan Documents Agreement and the Intercreditor and Collateral Agency Agreement Notes in accordance with a request of the Majority Required Lenders (or, when expressly required hereby, all the Lenders), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the AdvancesNotes.

Reliance by the Administrative Agent. The Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any Notenote, writing, resolution, notice, consent, certificate, affidavit, letter, facsimilecablegram, telegram, telecopy, telex or teletype message, 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 and upon advice and statements of legal counsel (including, without limitation, counsel to the Borrower), independent accountants and other experts selected by the Administrative Agent. The Administrative Agent may deem and treat the payee of any Note delivered hereunder as the owner thereof for all purposes unless a written notice of assignment, negotiation or transfer thereof such Note shall have been filed transferred in accordance with the Administrative AgentSection 13.10. The Administrative Agent shall be fully justified in failing or refusing to take any action under this Agreement, any Agreement and the other Loan Document or the Intercreditor and Collateral Agency Agreement Documents unless it shall first receive such advice or concurrence of the Majority Required Lenders (or, when expressly required hereby or by the relevant other Loan Documents, all the Lenders) as it deems appropriate 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. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement, the other Loan Documents Agreement and the Intercreditor and Collateral Agency Agreement Notes in accordance with a request of the Majority Required Lenders (or, when expressly required hereby, all the Lenders), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the AdvancesNotes.

Reliance by the Administrative Agent. The Administrative Agent shall be entitled to relyrely upon, and shall be fully protected in relyingnot incur any liability for relying upon, upon any Notenotice, writingrequest, resolution, noticecertificate, consent, certificatestatement, affidavitinstrument, letter, facsimile, telecopy, telex document or teletype other writing (including any electronic message, statement, order Internet or intranet website posting or other document or conversation reasonably distribution) believed by it to be genuine and correct and to have been signed, sent or otherwise authenticated by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person Person, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan, or Persons and upon advice and statements the issuance, extension, renewal or increase 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). The Administrative Agent may consult with legal counsel (including, without limitation, who may be counsel to for the Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the Administrative Agentadvice of any such counsel, accountants or experts. The Administrative Agent may deem and treat at any time request instructions from the payee Lenders with respect to any actions or approvals which by the terms of this Agreement or of any Note delivered hereunder as of the owner thereof for all purposes unless a written notice of assignment, negotiation or transfer thereof shall have been filed with Loan Documents the Administrative Agent. The Agent is permitted or desires to take or to grant, and the Administrative Agent shall be fully justified in failing or refusing to take any action under this Agreement, any other Loan Document or the Intercreditor and Collateral Agency Agreement unless it shall first receive such advice or concurrence of the Majority Required Lenders as it deems appropriate or and, if it so requests, it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. No Lender shall have any right of action whatsoever against the Administrative Agent as a result of the Administrative Agent acting or refraining from acting under this Agreement or any of the other Loan Documents in accordance with the instructions of the Required Lenders. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement, the Agreement or any other Loan Documents and the Intercreditor and Collateral Agency Agreement Document in accordance with a request or consent of the Majority Lenders, 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 and all future holders Lenders; provided that the Administrative Agent shall not be required to take any action that, in its opinion or in the opinion of its counsel, may expose the AdvancesAdministrative Agent to liability or that is contrary to any Loan Document or applicable Laws.

Reliance by the Administrative Agent. (a) The Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any Note, writing, instrument, document, communication, signature, resolution, representation, notice, consent, certificate, affidavit, letter, telegram, facsimile, telecopy, telex or teletype telephone message, statementelectronic mail message, order 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 and Persons, and/or upon advice and statements of legal counsel (including, without limitation, including counsel to the Borrowerany Loan Party), independent accountants and other experts selected by the Administrative Agent. The Administrative Agent may deem and treat the payee of any Note delivered 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 shall be fully justified in failing or refusing to take any action under this Agreement, any other Loan Document or the Intercreditor and Collateral Agency Agreement unless it shall first receive such advice or concurrence of the Majority Required Lenders as it deems appropriate or and, if it so requests, it shall first be indemnified to its satisfaction by the Lenders and L/C Issuers 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 this Agreement, the Agreement or any other Loan Documents and the Intercreditor and Collateral Agency Agreement Document in accordance with a request or consent of the Majority Lenders, 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 and all future holders L/C Issuers; provided, that the Administrative Agent shall not be required to take any action that, in its opinion or in the opinion of its counsel, may expose the AdvancesAdministrative Agent to liability or that is contrary to any Loan Document or applicable Law.

Reliance by the Administrative Agent. The Administrative Agent shall be entitled to relyrely upon, and shall be fully protected in relyingnot incur any liability for relying upon, upon any Notenotice, writingrequest, resolution, noticecertificate, consent, certificatestatement, affidavitinstrument, letter, facsimile, telecopy, telex document or teletype other writing (including any electronic message, statement, order Internet or intranet website posting or other document or conversation reasonably distribution) believed by it to be genuine and correct and to have been signed, sent or otherwise authenticated by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person or Persons Person, 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. The Administrative Agent may consult with legal counsel (including, without limitation, who may be counsel to for the Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the Administrative Agent. The Administrative Agent may deem and treat the payee advice of any Note delivered hereunder as the owner thereof for all purposes unless a written notice of assignmentsuch counsel, negotiation accountants or transfer thereof shall have been filed with the Administrative Agentexperts. The Administrative Agent shall be fully justified in failing or refusing to take any action under this Agreement, any other Loan Document or the Intercreditor and Collateral Agency Agreement unless it shall first receive such advice or concurrence of the Majority Requisite Lenders as it deems appropriate or and, if it so requests, it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense 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 this Agreement, the Agreement or any other Loan Documents and the Intercreditor and Collateral Agency Agreement Document in accordance with a request or consent of the Majority Lenders, Requisite 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 and all future holders Lenders; provided that the Administrative Agent shall not be required to take any action that, in its opinion or in the opinion of its counsel, may expose the AdvancesAdministrative Agent to liability or that is contrary to any Loan Document or applicable Law.

Reliance by the Administrative Agent. The Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any Notenote, writing, resolution, notice, consent, certificate, affidavit, letter, facsimilecablegram, telegram, telecopy, telex or teletype message, 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 and upon advice and statements of legal counsel (including, without limitation, counsel to the Borrower), independent accountants and other experts selected by the Administrative Agent. The Administrative Agent may deem and treat the payee of any Note delivered hereunder as the owner thereof for all purposes unless a written notice of assignment, negotiation or transfer thereof such Note shall have been filed transferred in accordance with the Administrative AgentSection 13.10. The Administrative Agent shall be fully justified in failing or refusing to take any action under this Agreement, any Agreement and the other Loan Document or the Intercreditor and Collateral Agency Agreement Documents unless it shall first receive such advice or concurrence of the Majority Required Lenders (or, when expressly required hereby or by the relevant other Loan Document, all the Lenders) as it deems appropriate 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. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement, the other Loan Documents Agreement and the Intercreditor and Collateral Agency Agreement Notes in accordance with a request of the Majority Required Lenders (or, when expressly required hereby, all the Lenders), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the AdvancesNotes.

Reliance by the Administrative Agent. The Administrative Agent shall be entitled to relyrely upon, and shall be fully protected in relyingnot incur any liability for relying upon, upon any Notenotice, writingrequest, resolution, noticecertificate, consent, certificatestatement, affidavitinstrument, letter, facsimile, telecopy, telex document or teletype other writing (including any electronic message, statement, order Internet or intranet website posting or other document or conversation reasonably distribution) believed by it to be genuine and correct and to have been signed, sent or otherwise authenticated by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person Person, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan, or Persons and upon advice and statements the issuance of a Letter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender or the applicable Issuer, the Administrative Agent may presume that such condition is satisfactory to such Lender or such Issuer unless the Administrative Agent shall have received notice to the contrary from such Lender or such Issuer prior to the making of such Loan or the issuance of such Letter of Credit. The Administrative Agent may consult with legal counsel (including, without limitation, who may be counsel to for the Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the Administrative Agent. The Administrative Agent may deem and treat the payee advice of any Note delivered hereunder as the owner thereof for all purposes unless a written notice of assignmentsuch counsel, negotiation accountants or transfer thereof shall have been filed with the Administrative Agentexperts. The Administrative Agent shall be fully justified in failing or refusing to take any action under this Agreement, any other Loan Document or the Intercreditor and Collateral Agency Agreement unless it shall first receive such advice or concurrence of the Majority Requisite Lenders, the Requisite Revolving Credit Lenders or the FILO Documentation Agent, as applicable, as it deems appropriate or and, if it so requests, it shall first be indemnified to its satisfaction by the Lenders or the FILO Lenders, as applicable, 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 this Agreement, the Agreement or any other Loan Documents and the Intercreditor and Collateral Agency Agreement Document in accordance with a request or consent of the Majority Requisite Lenders, the Requisite Revolving Credit Lenders or the FILO Documentation Agent, as applicable (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 and all future holders Lenders; provided that the Administrative Agent shall not be required to take any action that, in its opinion or in the opinion of its counsel, may expose the AdvancesAdministrative Agent to liability or that is contrary to any Loan Document or applicable Law.

Reliance by the Administrative Agent. The Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any Notenote, writing, resolution, notice, consent, certificate, affidavit, letter, facsimilecablegram, telegram, telecopy, telex or teletype message, 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 and upon advice and statements of legal counsel (including, without limitation, counsel to the Borrower), independent accountants and other experts selected by the Administrative Agent. The Administrative Agent may deem and treat the payee holder of any Note delivered hereunder Revolving Credit Loan as the owner thereof for all purposes unless a written notice of assignment, negotiation or transfer thereof such Revolving Credit Loan shall have been filed transferred in accordance with the Administrative AgentSection 14.10 hereof. The Administrative Agent shall be fully justified in failing or refusing to take any action under this Agreement, any Agreement and the other Loan Document or the Intercreditor and Collateral Agency Agreement Documents unless it shall first receive such advice or concurrence of the Majority Required Lenders (or, when expressly required hereby or by the relevant other Loan Document, all the Lenders) as it deems appropriate 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. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement, Agreement and the other Loan Documents and the Intercreditor and Collateral Agency Agreement in accordance with a request of the Majority Required Lenders (or, when expressly required hereby, all the Lenders), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the AdvancesLoans.

Reliance by the Administrative Agent. The Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any Notenote, writing, resolution, notice, consent, certificate, affidavit, letter, facsimilecablegram, telegram, telecopy, telex or teletype message, statement, order or other document or conversation reasonably communications believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel (including, without limitation, counsel to the BorrowerCredit Parties), independent accountants and other experts selected by the Administrative Agent. The Administrative Agent may deem and treat the payee of any Note delivered hereunder as the owner thereof for all purposes unless a written notice of assignment, negotiation or transfer thereof such Note shall have been filed transferred in accordance with the Administrative AgentSection 13.8 hereof. The Administrative Agent shall be fully justified in failing or refusing to take any action under this Agreement, any Agreement and the other Loan Document or the Intercreditor and Collateral Agency Agreement Documents unless it shall first receive such advice or concurrence of the Majority Required Lenders (or, when expressly required hereby or by the relevant other Loan Document, all the Lenders) as it deems appropriate 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. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement, the other Loan Documents and the Intercreditor and Collateral Agency Agreement in accordance with a request of the Majority Required Lenders (or, when expressly required hereby, all the Lenders), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the AdvancesLenders.

Reliance by the Administrative Agent. The Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any Notenote, writing, resolution, notice, consent, certificate, affidavit, letter, facsimilecablegram, telegram, telecopy, telex or teletype message, 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 and upon advice and statements of legal counsel (including, without limitation, counsel to the Borrower), independent accountants and other experts selected by the Administrative Agent. The Administrative Agent may deem and treat the payee holder of any Note delivered hereunder Revolving Credit Loan as the owner thereof for all purposes unless a written notice of assignment, negotiation or transfer thereof such Revolving Credit Loan shall have been filed transferred in accordance with the Administrative AgentSection 14.10 hereof. The Administrative Agent shall be fully justified in failing or refusing to take any action under this Agreement, any Agreement and the other Loan Document or the Intercreditor and Collateral Agency Agreement Documents unless it shall first receive such advice or concurrence of the Majority Required Lenders (or, when expressly required hereby or by the relevant other Loan Document, all the Lenders) as it deems appropriate 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. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement, Agreement and the other Loan Documents and the Intercreditor and Collateral Agency Agreement in accordance with a request of the Majority Required Lenders (or, when expressly required hereby, all the Lenders), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the AdvancesRevolving Credit Loans.

Reliance by the Administrative Agent. 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 Notenotice, writingrequest, resolution, noticecertificate, consent, certificate, affidavit, letter, facsimile, telecopy, telex or teletype messagecommunication, statement, order instrument, document or other document writing (including any electronic message, Internet or conversation reasonably intranet website posting or other 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 9.9. 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 Person, and shall be fully protected in relying and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan, or Persons and upon advice and statements the issuance, extension, renewal or increase of a Letter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender or an Issuing Lender, the Administrative Agent may presume that such condition is satisfactory to such Lender or such Issuing Lender unless the Administrative Agent shall have received notice to the contrary from such Lender or such Issuing Lender prior to the making of such Loan or the issuance of such Letter of Credit. The Administrative Agent may consult with legal counsel (including, without limitation, who may be counsel to for the Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the Administrative Agent. The Administrative Agent may deem and treat the payee advice of any Note delivered hereunder as the owner thereof for all purposes unless such counsel, accountants or experts. Each Lender or Issuing Lender that has signed this Agreement or a written notice of assignment, negotiation signature page to an Assignment and Assumption or transfer thereof shall have been filed with the Administrative Agent. The Administrative Agent shall be fully justified in failing or refusing to take any action under this Agreement, any other Loan Document pursuant to which it is to become a Lender or the Intercreditor and Collateral Agency Agreement unless it shall first receive such advice or concurrence of the Majority Lenders as it deems appropriate 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. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement, the other Loan Documents and the Intercreditor and Collateral Agency Agreement in accordance with a request of the Majority Lenders, and such request and any action taken or failure to act pursuant thereto Issuing Lender hereunder shall be binding upon all the Lenders deemed to have consented to, approved and all future holders of the Advancesaccepted and shall deemed satisfied with each document or other matter required thereunder to be consented to, approved or accepted by such Lender or Issuing Lender or that is to be acceptable or satisfactory to such Lender or Issuing Lender.

Reliance by the Administrative Agent. The Administrative Agent and Collateral Agent shall be entitled to relyrely upon, and shall be fully protected in relyingrelying upon (and shall not be liable for so relying upon), upon any Notecommunication, request, instrument, note, consent, affidavit, letter, writing, resolution, notice, consentstatement, certificate, affidavit, letter, facsimile, telecopy, telex e-mail or teletype other electronic message, statementorder, order internet or intranet website posting, or other document (or writing), conversation reasonably believed by it to be genuine and correct and to have been or telephone message signed, sent or made (or authenticated) by (or, in the case of a conversation, with) any Person that the Administrative Agent and/or Collateral Agent believed to be the proper Person or Persons Person, and, with respect to all legal matters (including all duties and obligations of Administrative Agent and Collateral Agent hereunder and under the other Loan Documents) pertaining to this Agreement and any other Loan Document and its duties hereunder and thereunder, upon advice and statements of legal counsel (including, without limitation, counsel to the Borrower)counsel, independent accountants and other experts and professional advisors selected by the Administrative Agent or Collateral Agent, as applicable. The Administrative Agent may deem and treat the payee of any Note delivered hereunder as the owner thereof for all purposes unless a written notice of assignment, negotiation or negotiation, transfer thereof shall have been filed with the Administrative Agent. The 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 be fully justified in failing or refusing have received written notice to take any action under this Agreement, any other Loan Document or the Intercreditor and Collateral Agency Agreement unless it shall first receive contrary from such advice or concurrence Lender prior to the making of the Majority Lenders as it deems appropriate 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 actionLoan. The Administrative Agent shall in all cases may consult with legal counsel (who may be fully protected in actingcounsel for the Borrower), independent accountants and other experts or in refraining from acting, under this Agreement, the other Loan Documents and the Intercreditor and Collateral Agency Agreement in accordance with a request of the Majority Lendersprofessional advisors selected by it, and such request and shall not be liable for any action taken or failure to act pursuant thereto shall be binding upon all not taken by it in accordance with the Lenders and all future holders advice of the Advancesany such counsel, accountants, professional advisors or experts.

Reliance by the Administrative Agent. 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 Notenotice, writingrequest, resolution, noticecertificate, consent, certificate, affidavit, letter, facsimile, telecopy, telex or teletype messagecommunication, statement, order instrument, document or other document writing (including any electronic message, Internet or conversation reasonably intranet website posting or other 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 8.09. 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 Person, and shall be fully protected in relying and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan, or Persons and upon advice and statements the issuance, extension, renewal or increase of a Letter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender or an Issuing Bank, the Administrative Agent may presume that such condition is satisfactory to such Lender or such Issuing Bank unless the Administrative Agent shall have received notice to the contrary from such Lender or such Issuing Bank prior to the making of such Loan or the issuance of such Letter of Credit. The Administrative Agent may consult with legal counsel (including, without limitation, who may be counsel to for the BorrowerBorrowers), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the Administrative Agent. The Administrative Agent may deem and treat the payee advice of any Note delivered hereunder as the owner thereof for all purposes unless such counsel, accountants or experts. Each Lender or Issuing Bank that has signed this Agreement or a written notice of assignment, negotiation signature page to an Assignment and Assumption or transfer thereof shall have been filed with the Administrative Agent. The Administrative Agent shall be fully justified in failing or refusing to take any action under this Agreement, any other Loan Document pursuant to which it is to become a Lender or the Intercreditor and Collateral Agency Agreement unless it shall first receive such advice or concurrence of the Majority Lenders as it deems appropriate 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. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement, the other Loan Documents and the Intercreditor and Collateral Agency Agreement in accordance with a request of the Majority Lenders, and such request and any action taken or failure to act pursuant thereto Issuing Bank hereunder shall be binding upon all the Lenders deemed to have consented to, approved and all future holders of the Advancesaccepted and shall be deemed satisfied with each document or other matter required thereunder to be consented to, approved or accepted by such Lender or Issuing Bank or that is to be acceptable or satisfactory to such Lender or Issuing Bank.

Reliance by the Administrative Agent. (a) The Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any Note, writing, resolution, notice, consent, certificate, affidavit, letter, telegram, facsimile, telecopyelectronic mail, telex or teletype telephone message, statement, order 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 Persons, and upon advice and statements of legal counsel (including, without limitation, including counsel to the Borrower), independent accountants and other experts selected by the Administrative Agent. The Administrative Agent may deem and treat the payee of any Note delivered hereunder as the owner thereof for all purposes unless a written notice of assignment, negotiation or transfer thereof completed and fully executed Assignment and Assumption shall have been filed with delivered to the Administrative Agent. The Administrative Agent shall be fully justified in failing or refusing to take any action under this Agreement, Agreement or any other Loan Document or the Intercreditor and Collateral Agency Agreement unless it shall first receive such advice or concurrence of the Majority Required Lenders or all Lenders or the Issuing Bank, as the case may be, as it deems appropriate or and, if it so requests, it shall first be indemnified to its satisfaction by the Lenders and the Issuing Bank against any and all liability and expense (except those incurred as a result of the Administrative Agent’s gross negligence, bad faith or willful misconduct) 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 this Agreement, the Notes or any of the other Loan Documents and the Intercreditor and Collateral Agency Agreement in accordance with a request or consent of the Majority Required Lenders or all Lenders, or the Issuing Bank, as the case may be, as may be required, and such request and any action taken or failure to act pursuant thereto shall be binding upon all of the Lenders and the Issuing Bank and all future holders of the AdvancesNotes.

Reliance by the Administrative Agent. The Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any Note, writing, resolution, notice, consent, certificate, affidavit, letter, facsimile, telecopy, telex or teletype message, statement, order order, electronic communication 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 and upon advice and statements of legal counsel (including, without limitation, counsel to the BorrowerCompany), independent accountants and other experts selected by the Administrative Agent. The Administrative Agent may deem and treat the payee of any Note delivered 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 shall be fully justified in failing or refusing to take any action under this Agreement, Agreement or any other Loan Document or the Intercreditor documents executed and Collateral Agency Agreement delivered in connection herewith unless it shall first receive such advice or concurrence of the Majority Lenders Required Banks as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders Banks against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent shall in all cases not be fully protected in liable to any Bank for acting, or in refraining from acting, under this Agreement, the Agreement or any other Loan Documents documents executed and the Intercreditor and Collateral Agency Agreement delivered in connection herewith in accordance with a request of the Majority LendersRequired Banks, and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders Banks and all future holders of the AdvancesNotes.

Reliance by the Administrative Agent. The Administrative Agent shall be entitled to relyrely upon, and shall be fully protected in relyingnot incur any liability for relying upon, upon any Notenotice, writingrequest, resolution, noticecertificate, consent, certificatestatement, affidavitinstrument, letter, facsimile, telecopy, telex document or teletype other writing (including any electronic message, statement, order Internet or intranet website posting or other document or conversation reasonably distribution) believed by it to be genuine and correct and to have been signed, sent or otherwise authenticated by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person Person, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan, or Persons and upon advice and statements the issuance of a Letter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender or the applicable Issuer, the Administrative Agent may presume that such condition is satisfactory to such Lender or such Issuer unless the Administrative Agent shall have received notice to the contrary from such Lender or such Issuer prior to the making of such Loan or the issuance of such Letter of Credit. The Administrative Agent may consult with legal counsel (including, without limitation, who may be counsel to for the Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the Administrative Agent. The Administrative Agent may deem and treat the payee advice of any Note delivered hereunder as the owner thereof for all purposes unless a written notice of assignmentsuch counsel, negotiation accountants or transfer thereof shall have been filed with the Administrative Agentexperts. The Administrative Agent shall be fully justified in failing or refusing to take any action under this Agreement, any other Loan Document or the Intercreditor and Collateral Agency Agreement unless it shall first receive such advice or concurrence of the Majority Requisite Lenders as it deems appropriate or and, if it so requests, it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense 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 this Agreement, the Agreement or any other Loan Documents and the Intercreditor and Collateral Agency Agreement Document in accordance with a request or consent of the Majority Lenders, Requisite Lenders (or such greater number or percentage 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 and all future holders Lenders; provided that the Administrative Agent shall not be required to take any action that, in its opinion or in the opinion of its counsel, may expose the AdvancesAdministrative Agent to liability or that is contrary to any Loan Document or applicable Law.

Reliance by the Administrative Agent. The Administrative Agent ADMINISTRATIVE AGENT shall be entitled to rely, and shall be fully protected in relying, upon any Note, writing, resolution, notice, consent, certificate, affidavit, letter, facsimilecablegram, telegram, telecopy, telex or teletype message, 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 PERSON or Persons PERSONS and upon advice and statements of legal counsel (including, without limitation, counsel to the BorrowerBORROWER), independent accountants and other experts selected by the Administrative AgentADMINISTRATIVE AGENT. The Administrative Agent ADMINISTRATIVE AGENT may deem and treat the payee of any Note delivered hereunder NOTE as the owner thereof for all purposes unless a written notice of assignment, negotiation or transfer thereof such NOTE shall have been filed transferred in accordance with the Administrative Agentapplicable provisions of this AGREEMENT. The Administrative Agent ADMINISTRATIVE AGENT shall be fully justified in failing or refusing to take any action under requested or suggested by a LENDER in connection with this Agreement, AGREEMENT or any of the other Loan Document CREDIT DOCUMENTS or which otherwise relates to the BORROWER or the Intercreditor and Collateral Agency Agreement COLLATERAL, unless it the ADMINISTRATIVE AGENT shall first receive such advice or concurrence of the Majority Lenders as it deems appropriate or it shall first be REQUIRED LENDERS, and the ADMINISTRATIVE AGENT is indemnified to its the ADMINISTRATIVE AGENT’S satisfaction by all of the Lenders LENDERS against any and all liability and expense which may be incurred by it the ADMINISTRATIVE AGENT by reason of taking or continuing to take any such action. The Administrative Agent ADMINISTRATIVE AGENT shall in all cases be fully protected in acting, or in refraining from acting, under pursuant to this Agreement, the other Loan Documents AGREEMENT and the Intercreditor and Collateral Agency Agreement NOTES in accordance with a request of the Majority Lenders, REQUIRED LENDERS and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders LENDERS and all future holders of the AdvancesNOTES.

Reliance by the Administrative Agent. The Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any Note, writing, resolution, notice, consent, certificate, affidavit, letter, facsimile, telecopy, telex or teletype message, 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 and upon advice and statements of legal counsel (including, without limitation, counsel to the Borrower), independent accountants and other experts selected by the Administrative Agent. The Administrative Agent may deem and treat the payee of any Note delivered 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 shall be fully justified in failing or refusing to take any action under this Agreement, Agreement or any other Loan Document or the Intercreditor and Collateral Agency Agreement unless it shall first receive such advice or concurrence of the Majority Lenders as it deems appropriate 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. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement, Agreement and the other Loan Documents and the Intercreditor and Collateral Agency Agreement in accordance with a request of the Majority Lenders, and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the AdvancesLoans.

Reliance by the Administrative Agent. The Administrative Agent shall be entitled to relyrely upon, and shall be fully protected in relyingnot incur any liability for relying upon, upon any Notenotice, writingrequest, resolution, noticecertificate, consent, certificatestatement, affidavitinstrument, letter, facsimile, telecopy, telex document or teletype other writing (including any electronic message, statement, order internet or intranet website posting or other document or conversation reasonably distribution) believed by it to be genuine and correct and to have been signed, sent or otherwise authenticated by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person Person, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of Credit Extension, or Persons and upon advice and statements the issuance, amendment, reinstatement, extension, renewal or increase 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 Credit Extension or the issuance of such Letter of Credit. The Administrative Agent may consult with legal counsel (including, without limitation, who may be counsel to for the Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the Administrative Agent. The Administrative Agent may deem and treat the payee advice of any Note delivered hereunder as the owner thereof for all purposes unless a written notice of assignmentsuch counsel, negotiation accountants or transfer thereof shall have been filed with the Administrative Agentexperts. The Administrative Agent shall be fully justified in failing or refusing to take any action under this Agreement, Agreement or any other Loan Document or the Intercreditor and Collateral Agency Agreement unless it shall first receive such advice or concurrence of the Majority Required Lenders (or such other number or percentage of the Lenders as shall be provided for herein or in the other Loan Documents) as it deems appropriate 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. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement, Agreement and the other Loan Documents and the Intercreditor and Collateral Agency Agreement in accordance with a request of the Majority LendersRequired Lenders (or such other number or percentage of the Lenders as shall be provided for herein or in the other Loan Documents), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the AdvancesCredit Extensions.

Reliance by the Administrative Agent. (a) The Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any Note, writing, instrument, document, communication, signature, resolution, representation, notice, consent, certificate, affidavit, letter, telegram, facsimile, telecopy, telex or teletype telephone message, statementelectronic mail message, order 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 and Persons, and/or upon advice and statements of legal counsel (including, without limitation, including counsel to the Borrowerany Loan Party), independent accountants and other experts selected by the Administrative Agent. The Administrative Agent may deem and treat the payee of any Note delivered 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 shall be fully justified in failing or refusing to take any action under this Agreement, any other Loan Document or the Intercreditor and Collateral Agency Agreement unless it shall first receive such advice or concurrence of the Majority Required Lenders as it deems appropriate or and, if it so requests, it shall first be indemnified to its satisfaction by the Lenders and L/C Issuers 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 this Agreement, the Agreement or any other Loan Documents and the Intercreditor and Collateral Agency Agreement Document in accordance with a request or consent of the Majority Lenders, 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 and all future holders L/C Issuers; provided that the Administrative Agent shall not be required 124 to take any action that, in its opinion or in the opinion of its counsel, may expose the AdvancesAdministrative Agent to liability or that is contrary to any Loan Document or applicable Law.

Reliance by the Administrative Agent. The Administrative Agent shall be entitled to relyrely upon, and shall be fully protected in relyingnot incur any liability for relying upon, upon any Notenotice, writingrequest, resolution, noticecertificate, consent, certificatestatement, affidavitinstrument, letter, facsimile, telecopy, telex document or teletype other writing (including any electronic message, statement, order Internet or intranet website posting or other document or conversation reasonably distribution) believed by it to be genuine and correct and to have been signed, sent or otherwise authenticated by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and PORTIONS OF THIS EXHIBIT HAVE BEEN REDACTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT UNDER RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED, MARKED WITH “[*]” AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. believed by it to have been made by the proper Person or Persons Person, 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. The Administrative Agent may consult with legal counsel (including, without limitation, who may be counsel to for the Borrower), independent accountants and other experts selected by the Administrative Agent. The Administrative Agent may deem and treat the payee of any Note delivered 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 shall be fully justified in failing or refusing to take any action under this Agreement, any other Loan Document or the Intercreditor and Collateral Agency Agreement unless it shall first receive such advice or concurrence of the Majority Lenders as it deems appropriate 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. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement, the other Loan Documents and the Intercreditor and Collateral Agency Agreement in accordance with a request of the Majority Lendersit, and such request and shall not be liable for any action taken or failure to act pursuant thereto shall be binding upon all not taken by it in accordance with the Lenders and all future holders advice of the Advancesany such counsel, accountants or experts.

Reliance by the Administrative Agent. The Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any Noteinstrument, writing, resolution, notice, consent, certificate, affidavit, letter, facsimile, telecopy, telex or teletype email message, 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 and upon advice and statements of legal counsel (including, without limitation, including counsel to the Borrower), independent accountants and other experts reasonably selected by the Administrative Agent. The Administrative Agent may deem and treat the payee of any Note delivered 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 shall be fully justified in failing or refusing to take any action under this Agreement, Agreement or any other Loan Document or unless the Intercreditor and Collateral Agency Agreement unless it Administrative Agent shall first receive such advice or concurrence of the Majority Required Lenders (or, if so specified by this Agreement, all Lenders) as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which that 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 this Agreement, Agreement and the other Loan Documents and the Intercreditor and Collateral Agency Agreement in accordance with a request of the Required Lenders (or, if so specified by this Agreement or any other Loan Document, the Majority Facility Lenders or all Lenders), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the AdvancesLoans.

Reliance by the Administrative Agent. The Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any Notenote, writing, resolution, notice, consent, ,certificate, affidavit, letter, facsimilecablegram, telegram, telecopy, telex or teletype message, 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 and upon advice and statements of legal counsel (including, without limitation, counsel to the BorrowerCredit Parties), independent accountants and other experts selected by the Administrative Agent. The Administrative Agent may deem and treat the payee of any Note delivered hereunder as the owner thereof for all purposes unless a written notice of assignment, negotiation or transfer thereof such Note shall have been filed transferred in accordance with the Administrative AgentSection 13.9 hereof. The Administrative Agent shall be fully justified in failing or refusing to take any action under this Agreement, any Agreement and the other Loan Document or the Intercreditor and Collateral Agency Agreement Documents unless it shall first receive such advice or concurrence of the Majority Required Lenders (or, when expressly required hereby or by the relevant other Loan Document, all the Lenders) as it deems appropriate 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. The Administrative Agent shall in all cases be fully 74 protected in acting, or in refraining from acting, under this Agreement, the other Loan Documents Agreement and the Intercreditor and Collateral Agency Agreement Notes in accordance with a request of the Majority Required Lenders (or, when expressly required hereby, all the Lenders), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the AdvancesNotes.

Reliance by the Administrative Agent. The Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon (a) any Note, writing, resolution, notice, consent, certificate, affidavit, letter, facsimile, telecopy, telecopy or telex or teletype message, 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 and upon Persons, (b) advice and statements of legal counsel (including, without limitation, counsel to the Borrower), (c) independent accountants and (d) other experts selected by the Administrative Agent. The Administrative Agent may deem and treat the payee of any Note delivered 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 shall be fully justified in failing or refusing to take any action under this Agreement, Agreement or any other Loan Document or the Intercreditor and Collateral Agency Agreement unless it shall first receive such advice or concurrence of the Majority Lenders Lender (except as otherwise expressly provided herein) as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders Lender 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 this Agreement, Agreement and the Note and the other Loan Documents and the Intercreditor and Collateral Agency Agreement in accordance with a request of the Majority LendersLender (except as otherwise expressly provided herein), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders Lender and all future holders of the AdvancesNote.

Reliance by the Administrative Agent. The Administrative Agent shall be entitled to relyrely upon, and shall be fully protected in relyingrelying upon, upon any Notenote, writing, resolution, notice, consent, certificate, affidavit, letter, facsimilecablegram, telegram, telecopy, telex or teletype message, 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 and upon advice and statements of legal counsel (including, without limitation, counsel to the Borrower), independent accountants and other experts selected by the Administrative Agent. The Administrative Agent may deem and treat the payee of any Note delivered hereunder as the owner thereof for all purposes unless a written notice of assignment, negotiation or transfer thereof such Note shall have been filed transferred in accordance with the Administrative AgentSection 13.10. The ------------- Administrative Agent shall be fully justified in failing or refusing to take any action under this Agreement, any Agreement and the other Loan Document or the Intercreditor and Collateral Agency Agreement Credit Documents unless it shall first receive such advice or concurrence of the Majority Required Lenders (or, when expressly required hereby or by the relevant other Credit Document, all the Lenders) as it deems appropriate 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. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement, the other Loan Documents Agreement and the Intercreditor and Collateral Agency Agreement Notes in accordance with a request of the Majority Required Lenders (or, when expressly required hereby, all the Lenders), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the AdvancesNotes.

Reliance by the Administrative Agent. The Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any Noteinstrument, writing, resolution, notice, consent, certificate, affidavit, letter, facsimile, telecopy, telex or teletype message, 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 and upon advice and statements of legal counsel (including, without limitation, counsel to the BorrowerLoan Parties), independent accountants and other experts selected by the Administrative Agent. The Administrative Agent may deem and treat the payee of any Note delivered 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 shall be fully justified in failing or refusing to take any action under this Agreement, Agreement or any other Loan Document or the Intercreditor and Collateral Agency Agreement unless it shall first receive such advice or concurrence of the Majority Required Lenders (or, if so specified by this Agreement, all Lenders) as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which that 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 this Agreement, Agreement and the other Loan Documents and the Intercreditor and Collateral Agency Agreement in accordance with a request of the Majority Required Lenders (or, if so specified by this Agreement, all Lenders), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the AdvancesLoans.

Reliance by the Administrative Agent. The Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any Notenote, writing, resolution, notice, consent, certificate, affidavit, letter, facsimilecablegram, telegram, telecopy, telex or teletype message, 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 and upon advice and statements of legal counsel (including, without limitation, counsel to the Borrower), independent accountants and other experts selected by the Administrative Agentit. The Administrative Agent may deem and treat the payee of any Note delivered hereunder as the owner thereof for all purposes unless a written notice of assignment, negotiation or transfer thereof such Note shall have been filed transferred in accordance with the Administrative AgentSection 14.10. The Administrative Agent shall be fully justified in failing or refusing to take any action under this Agreement, any Agreement and the other Loan Document or the Intercreditor and Collateral Agency Agreement Documents unless it shall first receive such advice or concurrence of the Majority Required Lenders (or, when expressly required hereby or by the relevant other Loan Documents, all the Lenders) as it deems appropriate 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. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement, the other Loan Documents Agreement and the Intercreditor and Collateral Agency Agreement Notes in accordance with a request of the Majority Required Lenders (or, when expressly required hereby, all the Lenders), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the AdvancesNotes.

Reliance by the Administrative Agent. The Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any Notenote, writing, resolution, notice, consent, certificate, affidavit, letter, facsimilecablegram, telegram, telecopy, telex or teletype message, 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 and upon advice and statements of legal counsel (including, without limitation, counsel to the BorrowerBorrowers), independent accountants and other experts selected by the Administrative Agent. The Administrative Agent may deem and treat the payee of any Note delivered hereunder as the owner thereof for all purposes unless a written notice of assignment, negotiation or transfer thereof such Note shall have been filed transferred in accordance with the Administrative AgentSection 13.9 hereof. The Administrative Agent shall be fully justified in failing or refusing to take any action under this Agreement, any Agreement and the other Loan Document or the Intercreditor and Collateral Agency Agreement Documents unless it shall first receive such advice or concurrence of the Majority Required Lenders (or, when expressly required hereby or by the relevant other Loan Document, all the Lenders) as it deems appropriate 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 as a result of its own gross negligence or willful misconduct. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement, the other Loan Documents Agreement and the Intercreditor and Collateral Agency Agreement Notes in accordance with a request of the Majority Required Lenders (or, when expressly required hereby, all the Lenders), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the AdvancesNotes.

Reliance by the Administrative Agent. The Administrative Agent shall be entitled to rely, and shall be fully protected (and shall have no liability to any Person) in relying, upon any Note, writing, resolution, notice, consent, certificate, affidavit, letter, facsimile, telecopy, telex or teletype message, 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 and upon advice and statements of legal counsel (including, without limitation, including counsel to the Borrower), independent accountants and other experts selected by the Administrative Agent. The Administrative Agent may deem and treat the payee of any Note delivered hereunder as the owner thereof for all purposes unless a written notice of assignment, negotiation or transfer thereof such Note shall have been filed transferred in accordance with Section 10.6 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 Administrative Agenttime 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. The Administrative Agent shall be fully justified as between itself and the Lenders in failing or refusing to take any action under this Agreement, Agreement or any other Loan Document or the Intercreditor and Collateral Agency Agreement unless it shall first receive such advice or concurrence of the Majority Required Lenders and/or such other requisite percentage of the Lenders as is required pursuant to Section 10.1(a) as it deems appropriate 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. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement, Agreement and any Notes and the other Loan Documents and the Intercreditor and Collateral Agency Agreement in accordance with a request of the Majority LendersRequired Lenders and/or such other requisite percentage of the Lenders as is required pursuant to Section 10.1(a), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the AdvancesTerm Loans.

Reliance by the Administrative Agent. The Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any Notenote, writing, resolution, notice, consent, certificate, affidavit, letter, facsimilecablegram, telegram, telecopy, telex or teletype message, 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 and upon advice and statements of legal counsel (including, without limitation, counsel to the Borrower)counsel, independent accountants and other experts selected by the Administrative Agent. The Administrative Agent may deem and treat the payee of any Note delivered hereunder as the owner thereof for all purposes unless a written notice of assignment, negotiation or transfer thereof such Note shall have been filed transferred in accordance with the Administrative AgentSection 14.10. The Administrative Agent shall be fully justified in failing or refusing to take any action under this Agreement, any Agreement and the other Loan Document or the Intercreditor and Collateral Agency Agreement Documents unless it shall first receive such advice or concurrence of the Majority Required Lenders (or, when expressly required hereby or by the relevant other Loan Documents, all the Lenders) as it deems appropriate 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. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement, the other Loan Documents Agreement and the Intercreditor and Collateral Agency Agreement Notes in accordance with a request of the Majority Required Lenders (or, when expressly required hereby, all the Lenders), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the AdvancesNotes.

Reliance by the Administrative Agent. The Administrative Agent and Sustainability Structuring Agent shall be entitled to rely, and shall be fully protected in relying, upon any Noteinstrument, writing, resolution, notice, consent, certificate, affidavit, letter, facsimile, telecopy, telex or teletype email message, 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 and upon advice and statements of legal counsel (including, without limitation, including counsel to the Borrower), independent accountants and other experts reasonably selected by the Administrative Agent and Sustainability Structuring Agent. The Administrative Agent may deem and treat the payee of any Note delivered 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 Sustainability Structuring Agent shall be fully justified in failing or refusing to take any action under this Agreement, Agreement or any other Loan Document or unless the Intercreditor Administrative Agent and Collateral Agency Agreement unless it Sustainability Structuring Agent shall first receive such advice or concurrence of the Majority Required Lenders (or, if so specified by this Agreement, all Lenders and Issuing Banks) as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders and Issuing Banks 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. In determining compliance with any condition to the making of a loan, or the issuance, extension, renewal or increase of a Documentary Credit, the Administrative Agent may presume that such condition is satisfactory to such Lender or Issuing Bank unless the Administrative Agent receives notice to the contrary from such Lender or Issuing Bank prior to the making of such loan or the issuance of such Documentary Credit. The Administrative Agent and Sustainability Structuring Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement, Agreement and the other Loan Documents and the Intercreditor and Collateral Agency Agreement in accordance with a request of the Majority LendersRequired Lenders (or, if so specified by this Agreement or any other Loan Document, all Lenders and Issuing Banks), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and Issuing Banks and all future holders of the AdvancesLoans. The Administrative Agent and Sustainability Structuring Agent 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.

Reliance by the Administrative Agent. (a) The Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any Note, writing, resolution, notice, consent, certificate, affidavit, letter, facsimiletelegram, telecopytelecopier, telex or teletype telephone message, statement, order statement or other document or other writing (including any electronic message, Internet or intranet website posting or other distribution) 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, without limitation, including counsel to the Borrower), independent accountants and other experts selected by the Administrative AgentAgent and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Credit Extension or the issuance of a Letter of Credit, 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 or such Issuing Lender unless the Administrative Agent shall have received notice to the contrary from such Lender or such Issuing Lender prior to the making of such Credit Extension or the issuance of such Letter of Credit. The Administrative Agent may deem consult with legal counsel (who may be counsel for the Borrower), independent accountants and treat other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the payee advice of any Note delivered hereunder as the owner thereof for all purposes unless a written notice of assignmentsuch counsel, negotiation accountants or transfer thereof shall have been filed with the Administrative Agentexperts. The Administrative Agent shall be fully justified in failing or refusing to take any action under this Agreement, Agreement or any other Loan Document or the Intercreditor and Collateral Agency Agreement unless it shall first receive such advice or concurrence of the Majority Required Lenders as it deems appropriate or and, if it so requests, it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense 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 this Agreement, the Agreement or any other Loan Documents and the Intercreditor and Collateral Agency Agreement Document in accordance with a request or consent of the Majority Lenders, Required Lenders and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the AdvancesLenders.

Reliance by the Administrative Agent. The Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any Note, entries maintained in the Register, writing, resolution, notice, consent, certificate, affidavit, letter, facsimilecablegram, telegram, telecopy, telex or teletype message, 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 and upon advice and statements of legal counsel (including, without limitation, counsel to the BorrowerBorrowers), independent accountants and other experts selected by the Administrative Agent. The Administrative Agent may deem and treat the payee of any Note delivered 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 shall be fully justified in failing or refusing to take any action under this Agreement, any other Loan Credit Document or the Intercreditor and Collateral Agency Agreement unless it shall first receive such advice or concurrence of the Majority Required Lenders (or, where a higher percentage of the Lenders is expressly required hereunder, such Lenders) as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense 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 this Agreement, the other Loan Documents and the Intercreditor and Collateral Agency Agreement any Credit Document in accordance with a request of the Majority LendersRequired Lenders (unless a higher percentage of Lenders is expressly required), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the AdvancesNotes.

Reliance by the Administrative Agent. The Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any Term Note, writing, resolution, notice, consent, certificate, affidavit, letter, facsimile, telecopy, telex or teletype message, 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 and upon advice and statements of legal counsel (including, without limitation, counsel to the BorrowerBorrower or any of its Subsidiaries), independent accountants and other experts selected by the Administrative Agent. The Administrative Agent may deem and treat the payee of any the Term Note delivered 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 shall be fully justified in failing or refusing to take any action under this Agreement, Agreement or any other Loan Document or the Intercreditor and Collateral Agency Agreement unless it shall first receive such advice or concurrence of the Majority Lenders as it deems appropriate 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. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement, Agreement and the other Loan Documents and the Intercreditor and Collateral Agency Agreement in accordance with a request of the Majority Lenders, and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the AdvancesLoans.

Reliance by the Administrative Agent. The Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any Noteinstrument, writing, resolution, notice, consent, certificate, affidavit, letter, facsimile, telecopy, telex or teletype message, 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 and upon advice and statements of legal counsel (including, without limitation, including counsel to the Parent and the Borrower), independent accountants and other experts selected by the Administrative Agent. The Administrative Agent may deem and treat the payee of any Note delivered 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 shall be fully justified in failing or refusing to take any action under this Agreement, any other the applicable Loan Document or the Intercreditor and Collateral Agency Agreement 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 in respect of any Facility) as it deems appropriate 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. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement, the other applicable Loan Documents and the Intercreditor and Collateral Agency Agreement in accordance with a request of the Required Lenders (or, if so specified by this Agreement, all Lenders or the Majority LendersFacility Lenders in respect of any Facility), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the AdvancesLoans.

Reliance by the Administrative Agent. The Administrative Agent shall be entitled to rely, and shall be fully protected (and shall have no liability to any Person) in relying, upon any Note, writing, resolution, notice, consent, certificate, affidavit, letter, facsimile, telecopy, telex or teletype message, 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 and upon advice and statements of legal counsel (including, without limitation, including counsel to the Borrower), independent accountants and other experts selected by the Administrative Agent. The Administrative Agent may deem and treat the payee of any Note delivered hereunder as the owner thereof for all purposes unless a written notice of assignment, negotiation or transfer thereof such Note shall have been filed transferred in accordance with subsection 10.6 and all actions required by such subsection in connection with such transfer shall have been taken. Any request, authority or consent of any Person or entity who, at the Administrative Agenttime 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. The Administrative Agent shall be fully justified as between itself and the Lenders in failing or refusing to take any action under this Agreement, Agreement or any other Loan Document or the Intercreditor and Collateral Agency Agreement unless it shall first receive such advice or concurrence of the Majority Required Lenders and/or such other requisite percentage of the Lenders as is required pursuant to subsection 10.1(a) as it deems appropriate 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. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement, Agreement and any Notes and the other Loan Documents and the Intercreditor and Collateral Agency Agreement in accordance with a request of the Majority LendersRequired Lenders and/or such other requisite percentage of the Lenders as is required pursuant to subsection 10.1(a), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the AdvancesLoans.

Reliance by the Administrative Agent. The Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any Note, writing, resolution, notice, consent, certificate, affidavit, letter, telegram, facsimile, telecopy, telex or teletype telephone message, statement, order 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 Persons, and upon advice and statements of legal counsel (including, without limitation, including counsel to the Borrower), independent accountants and other experts selected by the Administrative Agent. The Administrative Agent may deem and treat the payee of any Note delivered 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 shall be fully justified in failing or refusing to take any action under this Agreement, Credit Agreement or any other Loan Transaction Document (a) if such action would, in the opinion of the Administrative Agent (upon consultation with legal counsel), be contrary to applicable Law or the Intercreditor terms of any Financing Document, (b) if such action is not specifically provided for in the Financing Documents to which the Administrative Agent is a party, and Collateral Agency Agreement unless it shall first receive not have received advice as provided in the foregoing sentence approving or concurring in any such advice action or concurrence the approval of the Majority Lenders Requisite Financing Parties, as it deems appropriate or (c) unless, if it so requests, the Administrative Agent shall first be indemnified to its satisfaction by the Lenders Financing Parties against any and all liability liabilities and expense expenses 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 this Agreement, the Credit Agreement or any other Loan Documents and the Intercreditor and Collateral Agency Agreement Transaction Document in accordance with a request or consent of the Majority Lenders, Requisite Financing Parties and such request or consent and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the AdvancesFinancing Parties.

Reliance by the Administrative Agent. The Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any Noteinstrument, writing, resolution, notice, consent, certificate, affidavit, letter, facsimile, telecopy, telex or teletype message, 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 and upon advice and statements of legal counsel (including, without limitation, including counsel to Holdings and the BorrowerBorrowers), independent accountants and other experts selected by the Administrative Agent. The Administrative Agent may deem and treat the payee of any Note delivered 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 shall be fully justified in failing or refusing to take any action under this Agreement, any other the applicable Loan Document or the Intercreditor and Collateral Agency Agreement unless it shall first receive such advice or concurrence of the Majority Required Lenders (or, if so specified by this Agreement, all Lenders) as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which that 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 this Agreement, the other applicable Loan Documents and the Intercreditor and Collateral Agency Agreement in accordance with a request of the Majority Required Lenders (or, if so specified by this Agreement, all Lenders), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the AdvancesTerm Loans.

Reliance by the Administrative Agent. The Administrative Agent shall not have any obligation (a) to ascertain or to inquire as to the observance or performance of any of the conditions, covenants or agreements in this Agreement, the Notes or the other Loan Documents or in any document, instrument or agreement at any time constituting, or intended to constitute, Collateral, (b) to ascertain or inquire as to whether any notice, consent, waiver or request delivered to it shall have been duly authorized or is genuine, accurate and complete or (c) to inspect the properties, books or records of the Borrower or any of its Subsidiaries. The Administrative Agent shall be entitled to rely, and shall be fully protected in relying, relying (i) upon any Notenote, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, facsimile, telecopy, telex or teletype message, statement, order or other document document, instrument 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 (ii) upon advice and statements of legal counsel (including, without limitation, including counsel to the BorrowerBorrower and its Subsidiaries), independent accountants and other experts selected by the Administrative Agent. The Administrative Agent may deem and treat the payee of any Note delivered hereunder Notes as the owner thereof for all purposes unless a written notice of the assignment, negotiation or transfer thereof thereof, in accordance with the provisions of this Agreement, shall have been filed with delivered to the Administrative AgentAgent identifying the name of the subsequent payee or holder thereof. The Administrative Agent shall be entitled to fail or refuse, and shall be fully justified protected in failing or refusing refusing, to take any action required or permitted by it under this Agreement, any the Notes or the other Loan Document or the Intercreditor and Collateral Agency Agreement Documents unless (A) it first shall first receive such advice or concurrence of all of the Majority Lenders as it deems appropriate appropriate, or (B) it first 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. The In all cases the Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement, the Notes or the other Loan Documents and the Intercreditor and Collateral Agency Agreement in accordance with a unanimous request of the Majority Lenders, and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the AdvancesNotes.

Reliance by the Administrative Agent. The Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any Noteinstrument, writing, resolution, notice, consent, certificate, affidavit, letter, facsimile, telecopy, telex facsimile or teletype email message, 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 and upon advice and statements of legal counsel (including, without limitation, including counsel to Holdings or the Borrower), independent accountants and other experts selected by the Administrative Agent. The Administrative Agent may deem and treat the payee of any Note delivered 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 shall be fully justified in failing or refusing to take any action under this Agreement, Agreement or any other Loan Document or the Intercreditor and Collateral Agency Agreement unless it shall first receive such advice or concurrence of the Majority Required Lenders (or, if so specified by this Agreement, all affected Lenders) as it deems appropriate 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. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement, Agreement and the other Loan Documents and the Intercreditor and Collateral Agency Agreement in accordance with a request of the Majority Required Lenders (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 and all future holders of the AdvancesLoans.

Reliance by the Administrative Agent. The Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any Noteinstrument, writing, resolution, notice, consent, certificate, affidavit, letter, facsimile, telecopy, telex or teletype email message, 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 and upon advice and statements of legal counsel (including, without limitation, including counsel to the Borrower), independent accountants and other experts reasonably selected by the Administrative Agent. The Administrative Agent may deem and treat the payee of any Note delivered 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 shall be fully justified in failing or refusing to take any action under this Agreement, Agreement or any other Loan Document or unless the Intercreditor and Collateral Agency Agreement unless it Administrative Agent shall first receive such advice or concurrence of the Majority Required Lenders (or, if so specified by this Agreement, all Lenders and Issuing Banks) as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders and Issuing Banks 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. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement, Agreement and the other Loan Documents and the Intercreditor and Collateral Agency Agreement in accordance with a request of the Majority LendersRequired Lenders (or, if so specified by this Agreement or any other Loan Document, all Lenders and Issuing Banks), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and Issuing Banks and all future holders of the AdvancesLoans.

Reliance by the Administrative Agent. The Administrative Agent and Sustainability Structuring Agent shall be entitled to rely, and shall be fully protected in relying, upon any Noteinstrument, writing, resolution, notice, consent, certificate, affidavit, letter, facsimile, telecopy, telex or teletype email message, 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 and upon advice and statements of legal counsel (including, without limitation, including counsel to the Borrower), independent accountants and other experts reasonably selected by the Administrative Agent and Sustainability Structuring Agent. The Administrative Agent may deem and treat the payee of any Note delivered 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 Sustainability Structuring Agent shall be fully justified in failing or refusing to take any action under this Agreement, Agreement or any other Loan Document or unless the Intercreditor Administrative Agent and Collateral Agency Agreement unless it Sustainability Structuring Agent shall first receive such advice or concurrence of the Majority Required Lenders (or, if so specified by this Agreement, all Lenders) as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which that may be incurred by it by reason of taking or continuing to take any such action. In determining compliance with any condition to the making of a loan, or the issuance, extension, renewal or increase of a Letter of Credit, the Administrative Agent may presume that such condition is satisfactory to such Lender unless the Administrative Agent receives notice to the contrary from such Lender prior to the making of such loan or the issuance of such Letter of Credit. The Administrative Agent and Sustainability Structuring Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement, Agreement and the other Loan Documents and the Intercreditor and Collateral Agency Agreement in accordance with a request of the Majority Required Lenders (or, if so specified by this Agreement or any other Loan Document, all Lenders), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the AdvancesTerm Loans. The Administrative Agent and Sustainability Structuring Agent 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.

Reliance by the Administrative Agent. The Administrative Agent shall in all cases be entitled to rely, and shall be fully protected in relying, upon any Notenote, writing, resolution, notice, consent, certificate, affidavit, letter, facsimilecablegram, telegram, telecopy, telex or teletype message, 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 and upon advice and statements of legal counsel (including, without limitation, including counsel to each of the BorrowerLenders), independent accountants Independent Accountants and other experts selected by the Administrative Agent. The Administrative Agent may deem and treat the payee of any Note delivered hereunder as the owner thereof for shall in all purposes unless a written notice of assignment, negotiation or transfer thereof shall have been filed with the Administrative Agent. The Administrative Agent shall cases be fully justified in failing or refusing to take any action under this Agreement, any other Loan Transaction Document or the Intercreditor and Collateral Agency Agreement any other document furnished in connection herewith or therewith unless it shall first receive such advice or concurrence of the Majority Lenders Lenders, as it deems appropriate appropriate, or it shall first be indemnified to its satisfaction by the Lenders 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. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement, the other Loan Transaction Documents and the Intercreditor and Collateral Agency Agreement or any other document furnished in connection herewith or therewith in accordance with a request of the Majority Required Lenders, and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and Lenders. The Administrative Agent shall in all future holders cases be fully protected in acting, or 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 AdvancesRequired Lenders, and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders.

Reliance by the Administrative Agent. The Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any Note, writing, resolution, notice, consent, certificate, affidavit, letter, facsimiletelegram, telecopytelefacsimile or other electronic method of transmission, telex or teletype telephone message, statement, order statement or other document or conversation reasonably believed by it to be genuine and correct and to have been signed, sent sent, or made by the proper Person or Persons Persons, and upon advice and statements of legal counsel (including, without limitation, including counsel to the BorrowerBorrowers or counsel to any Lender), independent accountants and other experts selected by the Administrative Agent. The Administrative Agent may deem and treat the payee of any Note delivered 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 shall be fully justified in failing or refusing to take any action under this Agreement, Agreement or any other Loan Document or unless the Intercreditor and Collateral Agency Agreement unless it Administrative Agent shall first receive such advice or concurrence of the Majority Lenders as it deems appropriate and until such instructions are received, the Administrative Agent shall act, or refrain from acting, as it deems advisable. If the Administrative Agent so requests, it shall first be indemnified to its reasonable satisfaction by the Lenders (and, if it so elects, the Bank Product Providers) 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. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement, the Agreement or any other Loan Documents and the Intercreditor and Collateral Agency Agreement Document in accordance with a request or consent of the Majority Lenders, Required Lenders and such request and any action taken or failure to act pursuant thereto shall be binding upon all of the Lenders (and all future holders of the AdvancesBank Product Providers).

Reliance by the Administrative Agent. The Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any Note, writing, resolution, notice, consent, certificate, affidavit, letter, facsimilecablegram, telegram, telecopy, telex or teletype message, 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 and upon advice and statements of legal counsel (including, without limitation, counsel to the BorrowerCompany), independent accountants and other experts selected by the Administrative Agent. The Administrative Agent may deem and treat the payee of any Note delivered hereunder or on account of any Loan as the owner thereof for all purposes unless a written notice of assignment, negotiation or transfer thereof shall have been filed with the Administrative AgentAgent (in its capacity as such). The Administrative Agent shall be fully justified in failing or refusing to take any action under this Agreement, any other Loan Credit Document or the Intercreditor and Collateral Agency Agreement unless it shall first receive have received such advice or concurrence of the Majority Required Lenders as it deems appropriate or it shall first be have been expressly indemnified to its satisfaction by the Lenders or, at its option, the Required 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 that no such indemnification need include any indemnification for any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting solely from the gross negligence or willful misconduct of the Administrative Agent). The Each of the Administrative Agent and its officers, directors, employees, agents, attorneys-in-fact or affiliates shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement, the other Loan Credit Documents and the Intercreditor and Collateral Agency Agreement upon advice of counsel or in accordance with a request of the Majority Required Lenders (except in cases in which a greater number of Lenders is required, in which case the Administrative Agent and its officers, directors, employees, agents, attorneys-in-fact or affiliates shall in all cases be fully protected in acting, or in refraining from acting, under the Credit Documents in accordance with a request of such Lenders), and such request request, and any action taken or failure to act pursuant thereto thereto, shall be binding upon all the Lenders and all future holders of the AdvancesLoans and the Notes.

Reliance by the Administrative Agent. 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 Notenotice, writingrequest, resolution, noticecertificate, consent, certificate, affidavit, letter, facsimile, telecopy, telex or teletype messagecommunication, statement, order instrument, document or other document writing (including any electronic message, Internet or conversation reasonably intranet website posting or other 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 9.9. 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 Persons Person, 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, 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, without limitation, who may be counsel to for the Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the Administrative Agent. The Administrative Agent may deem and treat the payee advice of any Note delivered hereunder as the owner thereof for all purposes unless such counsel, accountants or experts. Each Lender that has signed this Agreement or a written notice of assignment, negotiation signature page to an Assignment and Assumption or transfer thereof shall have been filed with the Administrative Agent. The Administrative Agent shall be fully justified in failing or refusing to take any action under this Agreement, any other Loan Document or the Intercreditor and Collateral Agency Agreement unless pursuant to which it shall first receive such advice or concurrence of the Majority Lenders as it deems appropriate or it shall first be indemnified is 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 Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement, the other Loan Documents and the Intercreditor and Collateral Agency Agreement in accordance with become a request of the Majority Lenders, and such request and any action taken or failure to act pursuant thereto Lender hereunder shall be binding upon all the Lenders deemed to have consented to, approved and all future holders of the Advancesaccepted and shall deemed satisfied with each document or other matter required thereunder to be consented to, approved or accepted by such Lender or that is to be acceptable or satisfactory to such Lender.

Reliance by the Administrative Agent. The Administrative Agent shall be entitled to relyrely upon, and shall be fully protected in relyingnot incur any liability for relying upon, upon any Notenotice, writingrequest, resolution, noticecertificate, consent, certificatestatement, affidavitinstrument, letter, facsimile, telecopy, telex document or teletype other writing (including any electronic message, statement, order internet or intranet website posting or other document or conversation reasonably distribution) believed by it to be genuine and correct and to have been signed, sent or otherwise authenticated by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person or Persons Person, 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. The Administrative Agent may consult with legal counsel (including, without limitation, who may be counsel to for the Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the Administrative Agentadvice of any such counsel, accountants or experts. The Administrative Agent may deem and treat the payee of any Note delivered 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 shall be fully justified in failing or refusing to take any action under this Agreement, Agreement or any other Loan Document or the Intercreditor and Collateral Agency Agreement unless it shall first receive such advice or concurrence of the Majority Required Lenders (or such other number or percentage of Lenders as shall be provided for herein or in the other Loan Documents) as it deems appropriate 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. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement, Agreement and the other Loan Documents and the Intercreditor and Collateral Agency Agreement in accordance with a request of the Majority LendersRequired Lenders (or such other number or percentage of Lenders as shall be provided for herein or in the other Loan Documents), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the AdvancesLoans.

Reliance by the Administrative Agent. The Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any Notenote, writing, resolution, notice, consent, certificate, affidavit, letter, facsimilecablegram, telegram, telecopy, telex or teletype message, 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 and upon advice and statements of legal counsel (including, without limitation, counsel to the BorrowerBorrowers), independent accountants and other experts selected by the Administrative Agent. The Administrative Agent may deem and treat the payee of any Note delivered hereunder as the owner thereof for all purposes unless a written notice of assignment, negotiation or transfer thereof such Note shall have been filed transferred in accordance with the Administrative AgentSection 13.9. The Administrative Agent shall be fully justified in failing or refusing to take any action under this Agreement, any Agreement and the other Loan Document or the Intercreditor and Collateral Agency Agreement Documents unless it shall first receive such advice or concurrence of the Majority Required Lenders (or, when expressly required hereby or by the relevant other Loan Documents, all the Lenders) as it deems appropriate 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. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement, the other Loan Documents Agreement and the Intercreditor and Collateral Agency Agreement Notes in accordance with a request of the Majority Required Lenders (or, when expressly required hereby, all the Lenders), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the AdvancesNotes.

Reliance by the Administrative Agent. The Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any Notenote, writing, resolution, notice, consent, certificate, affidavit, letter, facsimile, telecopy, telex telex, e-mail or teletype message, 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 and upon advice and statements of legal counsel (including, without limitation, counsel to the Borrower, the Portfolio Manager, the Initial Portfolio Manager, the Initial Servicer, the Guarantor or the Servicer), independent accountants and other experts selected by the Administrative Agent. The Administrative Agent may deem and treat the payee of any Note delivered hereunder each Lender as the owner thereof of its pro rata share of the Advances for all purposes unless a written notice of assignment, negotiation or transfer thereof shall have been filed with the Administrative Agent. The Administrative Agent shall be fully justified in failing or refusing to take any action under this Agreement, Loan Agreement or any other Loan Transaction Document or the Intercreditor and Collateral Agency Agreement unless it shall first receive such advice or concurrence of the Majority Required Lenders as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Subject to the Transaction Documents, the Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement, Loan Agreement and the other Loan Transaction Documents and the Intercreditor and Collateral Agency Agreement in accordance with a request of the Majority Required Lenders, and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of an interest in any of the AdvancesLender Notes.

Reliance by the Administrative Agent. The Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any Note, writing, resolution, notice, consent, certificate, affidavit, letter, telegram, facsimile, telecopy, telex or teletype telephone message, statement, order 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 Persons, and upon advice and statements of legal counsel (including, without limitation, including counsel to the Borrower), independent accountants and other experts selected by the Administrative Agent. The Administrative Agent may deem and treat the payee of any Note delivered 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 shall be fully justified in failing or refusing to take any action under this Agreement, Credit Agreement or any other Loan Transaction Document (a) if such action would, in the opinion of the Administrative Agent (upon consultation with legal counsel), be contrary to applicable Law or the Intercreditor terms of any Financing Document, (b) if such action is not NEWYORK 8115155 (2K) 87 specifically provided for in the Financing Documents to which the Administrative Agent is a party, and Collateral Agency Agreement unless it shall first receive not have received advice as provided in the foregoing sentence approving or concurring in any such advice action or concurrence the approval of the Majority Lenders Requisite Financing Parties, as it deems appropriate or (c) unless, if it so requests, the Administrative Agent shall first be indemnified to its satisfaction by the Lenders Financing Parties against any and all liability liabilities and expense expenses 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 this Agreement, the Credit Agreement or any other Loan Documents and the Intercreditor and Collateral Agency Agreement Transaction Document in accordance with a request or consent of the Majority Lenders, Requisite Financing Parties and such request or consent and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the AdvancesFinancing Parties.

Reliance by the Administrative Agent. The Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any Note, writing, resolution, notice, consent, certificate, affidavit, letter, telegram, facsimile, telecopy, telex or teletype telephone message, statement, order 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 Persons, and upon advice and statements of legal counsel (including, without limitation, including counsel to the Borrower), independent accountants and other experts selected by the Administrative Agent. The Administrative Agent may deem and treat the payee of any Note delivered 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 shall be fully justified in failing or refusing to take any action under this Agreement, Agreement or any other Loan Financing Document (a) if such action would, in the opinion of the Administrative Agent (upon consultation with counsel), be contrary to applicable Law or the Intercreditor terms of any Financing Document, (b) if such action is not specifically provided for in the Financing Documents to which the Administrative Agent is a party, and Collateral Agency Agreement unless it shall first receive not have received such advice or concurrence of the Majority Required Lenders as it deems appropriate appropriate, (c) if in connection with the taking of any such action that would constitute the making of a payment due under any Financing Document, it shall not first have received from any or all of the other Financing Parties funds equal to the amount of such payment, or (d) unless, if it so requests, the Administrative Agent 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 Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement, the Agreement or any other Loan Documents and the Intercreditor and Collateral Agency Agreement Financing Document in accordance with a request or consent of the Majority Lenders, Required Lenders and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the AdvancesFinancing Parties.

Reliance by the Administrative Agent. The Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any Noteinstrument, writing, resolution, notice, consent, certificate, affidavit, letter, facsimile, telecopy, telex or teletype message, 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 and upon advice and statements of legal counsel (including, without limitation, counsel to the Borrower)counsel, independent accountants and other experts selected by the Administrative Agent. The Administrative Agent may deem and treat the payee of any Note delivered hereunder as the owner thereof for all purposes unless a written notice of assignment, negotiation or transfer thereof such Note shall have been filed transferred in accordance with the Administrative AgentSection 10.06 and all actions required by such Section in connection with such transfer shall have been taken. The Administrative Agent shall be fully justified in failing or refusing to take any action under this Agreement, Agreement or any other Loan Credit Document or the Intercreditor and Collateral Agency Agreement unless it shall first receive such advice or concurrence of the Majority 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 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. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement, Agreement and the other Loan Credit Documents and the Intercreditor and Collateral Agency Agreement in accordance with a request of the Majority LendersRequired Lenders (or, if so specified by this Agreement, all Lenders or any other instructing group of Lenders specified by this Agreement), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the AdvancesLoans.

Reliance by the Administrative Agent. The Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any Notenote, writing, resolution, notice, consent, certificate, affidavit, letter, facsimilecablegram, telegram, telecopy, telex or teletype message, 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 and upon advice and statements of legal counsel (including, without limitation, counsel to the Borrower), independent accountants and other experts selected by the Administrative Agent. The Administrative Agent may deem and treat the payee of any Note delivered hereunder as the owner thereof for all purposes unless a written notice of assignment, negotiation or transfer thereof such Note shall have been filed transferred in accordance with the Administrative AgentSECTION 13.10. The Administrative Agent shall be fully justified in failing or refusing to take any action under this Agreement, any Agreement and the other Loan Document or the Intercreditor and Collateral Agency Agreement Documents unless it shall first receive such advice or concurrence of the Majority Required Lenders (or, when expressly required hereby or by the relevant other Loan Document, all the Lenders) as it deems appropriate 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. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement, the other Loan Documents Agreement and the Intercreditor and Collateral Agency Agreement Notes in accordance with a request of the Majority Required Lenders (or, when expressly required hereby, all the Lenders), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the AdvancesNotes.

Reliance by the Administrative Agent. The Administrative Agent shall be entitled to relyrely upon, and shall be fully protected in relyingnot incur any liability for relying upon, upon any Notenotice, writingrequest, resolution, noticecertificate, consent, certificatestatement, affidavitinstrument, letter, facsimile, telecopy, telex document or teletype other writing (including any electronic message, statement, order Internet or intranet website posting or other document or conversation reasonably distribution) believed by it to be genuine and correct and to have been signed, sent or otherwise authenticated by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person Person, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan, or Persons and upon advice and statements the issuance, extension, renewal or increase of a Letter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender or the applicable Issuer, the Administrative Agent may presume that such condition is satisfactory to such Lender or such Issuer unless the Administrative Agent shall have received notice to the contrary from such Lender or such Issuer prior to the making of such Loan or the issuance of such Letter of Credit. The Administrative Agent may consult with legal counsel (including, without limitation, who may be counsel to for the BorrowerLoan Parties), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the Administrative Agent. The Administrative Agent may deem and treat the payee advice of any Note delivered hereunder as the owner thereof for all purposes unless a written notice of assignmentsuch counsel, negotiation accountants or transfer thereof shall have been filed with the Administrative Agentexperts. The Administrative Agent shall be fully justified in failing or refusing to take any action under this Agreement, any other Loan Document or the Intercreditor and Collateral Agency Agreement unless it shall first receive such advice or concurrence of the Majority Requisite Lenders as it deems appropriate or and, if it so requests, it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense 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 this Agreement, the Agreement or any other Loan Documents and the Intercreditor and Collateral Agency Agreement Document in accordance with a request or consent of the Majority Lenders, Requisite 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 and all future holders Lenders; provided that the Administrative Agent shall not be required to take any action that, in its opinion or in the opinion of its counsel, may expose the AdvancesAdministrative Agent to liability or that is contrary to any Loan Document or applicable Law.

Reliance by the Administrative Agent. The Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any Noteinstrument, writing, resolution, notice, consent, certificate, affidavit, letter, facsimile, telecopy, telex or teletype message, 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 and upon advice and statements of legal counsel (including, without limitation, counsel to the BorrowerLoan Parties), independent accountants and other experts selected by the Administrative Agent. The Administrative Agent may deem and treat the payee of any Note delivered hereunder as the owner thereof for all purposes unless a written notice of assignment, negotiation or transfer thereof such Note shall have been filed transferred in accordance with the Administrative AgentSection 10.6 and all actions required by such Section in connection with such transfer shall have been taken. The Administrative Agent shall be fully justified in failing or refusing to take any action under this Agreement, Agreement or any other Loan Document or the Intercreditor and Collateral Agency Agreement unless it shall first receive such advice or concurrence of the Majority 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 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. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement, Agreement and the other Loan Documents and the Intercreditor and Collateral Agency Agreement in accordance with a request of the Majority LendersRequired Lenders (or, if so specified by this Agreement, all Lenders or any other instructing group of Lenders specified by this Agreement), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the AdvancesLoans.

Reliance by the Administrative Agent. The Administrative Agent shall be entitled to relyrely upon, and shall be fully protected in relyingnot incur any liability for relying upon, upon any Notenotice, writingrequest, resolution, noticecertificate, consent, certificatestatement, affidavitinstrument, letter, facsimile, telecopy, telex document or teletype other writing (including any electronic message, statement, order Internet or intranet website posting or other document or conversation reasonably distribution) believed by it to be genuine and correct and to have been signed, sent or otherwise authenticated by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person or Persons Person, 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. The Administrative Agent may consult with legal counsel (including, without limitation, who may be counsel to for the Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the Administrative Agent. The Administrative Agent may deem and treat the payee advice of any Note delivered hereunder as the owner thereof for all purposes unless a written notice of assignmentsuch counsel, negotiation accountants or transfer thereof shall have been filed with the Administrative Agentexperts. The Administrative Agent shall be fully justified in failing or refusing to take any action under this Agreement, any other Loan Document or the Intercreditor and Collateral Agency Agreement unless it shall first receive such advice or concurrence of the Majority Requisite Lenders as it deems appropriate or and, if it so requests, it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense 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 this Agreement, the Agreement or any other Loan Documents and the Intercreditor and Collateral Agency Agreement Document in accordance with a request or consent of the Majority Lenders, Requisite Lenders (or such greater number or percentage 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 and all future holders Lenders; provided that the Administrative Agent shall not be required to take any action that, in its opinion or in the opinion of its counsel, may expose the AdvancesAdministrative Agent to liability or that is contrary to any Loan Document or applicable Law.

Reliance by the Administrative Agent. The Administrative 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, facsimile, telecopy, telex or teletype telephone message, statementelectronic mail message, order 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 Persons, and upon advice and statements of legal counsel (including, without limitation, including counsel to the Borrowerany Secured Party), independent accountants and other experts selected by the Administrative Agent. The Administrative Agent may deem and treat the payee of any Note delivered 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 shall be fully justified in failing or refusing to take any discretionary action under this Agreement, any other Loan Collateral Document or the Intercreditor and Collateral Agency Agreement unless it shall first receive such advice or concurrence of the Majority Lenders Required Secured Parties as it deems appropriate 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 actionappropriate. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement, the Agreement or any other Loan Documents and the Intercreditor and Collateral Agency Agreement Document in accordance with a direction, request or consent of the Majority Lenders, Required Secured Parties (or such other number or percentage of Secured Parties as shall be required hereunder or pursuant to the applicable Secured Agreement in the circumstances) and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders Secured Parties; provided that the Administrative Agent shall not be required to take any action that, in its opinion or in the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Collateral Document or Secured Agreement or applicable Law. The Administrative Agent may rely conclusively on the advice of (i) with respect to the Other Secured Agreement, the applicable Secured Notes Trustees and all future holders (ii) with respect to any Replacement Credit Agreement, the applicable agent or trustee thereunder, in determining whether any direction, consent, request, approval, advice or concurrence has been received from the Required Secured Parties (or such other number or percentage of Secured Parties as shall be required hereunder or pursuant to the Advancesapplicable Secured Agreement in the circumstances).

Reliance by the Administrative Agent. The Administrative Agent shall not have any obligation (a) to ascertain or to inquire as to the observance or performance of any of the conditions, covenants or agreements in this Agreement, the Notes or the other Loan Documents or in any document, instrument or agreement at any time constituting, or intended to constitute, Collateral, (b) to ascertain or inquire as to whether any notice, consent, waiver or request delivered to it shall have been duly authorized or is genuine, accurate and complete or (c) to inspect the properties, books or records of the Borrower or any other Credit Party. The Administrative Agent shall be entitled to rely, and shall be fully protected in relying, relying (i) upon any Notenote, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, facsimile, telecopy, telex or teletype message, statement, order or other document document, instrument 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 (ii) upon advice and statements of legal counsel (including, without limitation, including counsel to the BorrowerBorrower and the other Credit Parties), independent accountants and other experts selected by the Administrative Agent. The Administrative Agent may deem and treat the payee of any Note delivered hereunder as the owner thereof for all purposes unless a written notice of the assignment, negotiation or transfer thereof thereof, in accordance with the provisions of this Agreement, shall have been filed with delivered to the Administrative AgentAgent identifying the name of the subsequent payee or holder thereof. The Administrative Agent shall be entitled to fail or refuse, and shall be fully justified protected in failing or refusing refusing, to take any action required or permitted by it under this Agreement, any the Notes or the other Loan Document or the Intercreditor and Collateral Agency Agreement Documents unless (A) it first shall first receive such advice or concurrence of the Majority Requisite Lenders as it deems appropriate appropriate, or (B) it first 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. The In all cases the Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement, the Notes or the other Loan Documents and the Intercreditor and Collateral Agency Agreement in accordance with a request of the Majority Requisite Lenders, and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the AdvancesNotes.

Reliance by the Administrative Agent. The Administrative ------------------------------------ Agent shall be entitled to rely, and shall be fully protected in relying, upon any Notenote, writing, resolution, notice, consent, certificate, affidavit, letter, facsimilecablegram, telegram, telecopy, telex or teletype message, 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 and upon advice and statements of legal counsel (including, without limitation, counsel to the BorrowerBorrowers), independent accountants and other experts selected by the Administrative Agent. The Administrative Agent may deem and treat the payee of any Note delivered hereunder as the owner thereof for all purposes unless a written notice of assignment, negotiation or transfer thereof such Note shall have been filed transferred in accordance with the Administrative AgentSection 13.11 hereof. The Administrative Agent ------------- shall be fully justified in failing or refusing to take any action under this Agreement, any Agreement and the other Loan Document or the Intercreditor and Collateral Agency Agreement Documents unless it shall first receive such advice or concurrence of the Majority Required Lenders (or, when expressly required hereby or by the relevant other Loan Document, all the Lenders) as it deems appropriate 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. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement, the other Loan Documents Agreement and the Intercreditor and Collateral Agency Agreement Notes in accordance with a request of the Majority Required Lenders (or, when expressly required hereby or by the relevant other Loan Document, all Lenders), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the AdvancesNotes.

Reliance by the Administrative Agent. The Administrative Agent shall be entitled to relyrely upon, and shall be fully protected in relyingrelying upon, upon any Notenote, writing, resolution, notice, consent, certificate, affidavit, letter, facsimilecablegram, telegram, telecopy, telex or teletype message, 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 and upon advice and statements of legal counsel (including, without limitation, counsel to the Borrower), independent accountants and other experts selected by the Administrative Agent. The Administrative Agent may deem and treat the payee of any Note delivered hereunder as the owner thereof for all purposes unless a written notice of assignment, negotiation or transfer thereof such Note shall have been filed transferred in accordance with the Administrative AgentSection 13.10. The Administrative Agent shall be fully justified in failing or refusing to take any action under this Agreement, any Agreement and the other Loan Document or the Intercreditor and Collateral Agency Agreement Credit Documents unless it shall first receive such advice or concurrence of the Majority Required Lenders (or, when expressly required hereby or by the relevant other Credit Document, all the Lenders) as it deems appropriate 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. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement, the other Loan Documents Agreement and the Intercreditor and Collateral Agency Agreement Notes in accordance with a request of the Majority Required Lenders (or, when expressly required hereby, all the Lenders), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the AdvancesNotes.

Reliance by the Administrative Agent. The Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any Noteinstrument, writing, resolution, notice, consent, certificate, affidavit, letter, facsimile, telecopy, telex or teletype email message, 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 and upon advice and statements of legal counsel (including, without limitation, including counsel to the Borrower), independent accountants and other experts reasonably selected by the Administrative Agent. The Administrative Agent may deem and treat the payee of any Note delivered 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 shall be fully justified in failing or refusing to take any action under this Agreement, Agreement or any other Loan Document or unless the Intercreditor and Collateral Agency Agreement unless it Administrative Agent shall first receive such advice or concurrence of the Majority Required Lenders (or, if so specified by this Agreement, all Lenders) as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which that may be incurred by it by reason of taking or continuing to take any such action. In determining compliance with any condition to the making of a loan, or the issuance, extension, renewal or increase of a Letter of Credit, the Administrative Agent may presume that such condition is satisfactory to such Lender unless the Administrative Agent receives notice to the contrary from such Lender prior to the making of such loan or the issuance of such Letter of Credit. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement, Agreement and the other Loan Documents and the Intercreditor and Collateral Agency Agreement in accordance with a request of the Majority Required Lenders (or, if so specified by this Agreement or any other Loan Document, all Lenders), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the AdvancesTerm Loans. The Administrative Agent 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.

Reliance by the Administrative Agent. The Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any Notenote, writing, resolution, notice, consent, certificate, affidavit, letter, facsimilecablegram, telegram, telecopy, telex or teletype message, statement, order or other document or conversation reasonably communications believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel (including, without limitation, counsel to the BorrowerCredit Parties), independent accountants and other experts selected by the Administrative Agent. The Administrative Agent may deem and treat the payee of any Note delivered hereunder as the owner thereof for all purposes unless a written notice of assignment, negotiation or transfer thereof such Note shall have been filed transferred in accordance with the Administrative AgentSection 13.9 hereof. The Administrative Agent shall be fully justified in failing or refusing to take any action under this Agreement, any Agreement and the other Loan Document or the Intercreditor and Collateral Agency Agreement Documents unless it shall first receive such advice or concurrence of the Majority Required Lenders (or, when expressly required hereby or by the relevant other Loan Document, all the Lenders) as it deems appropriate 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. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement, the other Loan Documents Agreement and the Intercreditor and Collateral Agency Agreement Notes in accordance with a request of the Majority Required Lenders (or, when expressly required hereby, all the Lenders), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the AdvancesNotes.

Reliance by the Administrative Agent. The Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any Note, writing, resolution, notice, consent, certificate, affidavit, letter, facsimilecablegram, telegram, telecopy, telex or teletype message, 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 and upon advice and statements of legal counsel (including, without limitation, counsel to the Borrower), independent accountants and other experts selected by the Administrative AgentAgent with reasonable care. The Administrative Agent may deem and treat the payee of any Note delivered 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 shall be fully justified in failing or refusing to take any action under this Agreement, Agreement or any other Loan Document or the Intercreditor and Collateral Agency Agreement unless it shall first receive such advice or concurrence of the Majority Required Lenders as it deems appropriate or as otherwise required by Section 11.1 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. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement, Agreement and the other Loan Documents and the Intercreditor and Collateral Agency Agreement in accordance with a request of the Majority Lenders, Required Lenders or as otherwise required by Section 11.1 and such request and any action taken or failure to act pursuant thereto shall be binding upon all of the Lenders and all future holders of the AdvancesRevolving Credit Loans and all other Obligations.

Reliance by the Administrative Agent. The Administrative (a) Each Agent may at any time request instructions from the Lenders with respect to any actions or approvals which by the terms of this Agreement or of any of the Loan Documents an Agent is permitted or desires to take or to grant, and if such instructions are promptly requested, the requesting Agent shall be absolutely entitled as between itself and the Lenders to rely, refrain from taking any action or to withhold any approval and shall not be fully protected under any liability whatsoever to any Lender for refraining from any action or withholding any approval under any of the Loan Documents until it shall have received such instructions from Required Lenders or all or such other portion of the Lenders as shall be prescribed by this Agreement. Without limiting the foregoing, no Lender shall have any right of action whatsoever against any Agent as a result of an Agent acting or refraining from acting under this Agreement or any of the other Loan Documents in relyingaccordance with the instructions of the Required Lenders (or all or such other portion of the Lenders as shall be prescribed by this Agreement) and, upon any Note, writing, resolution, notice, consent, certificate, affidavit, letter, facsimile, telecopy, telex notwithstanding the instructions of the Required Lenders (or teletype message, statement, order or such other document or conversation reasonably believed by it to be genuine and correct and to have been signed, sent or made by applicable portion of the proper Person or Persons and upon advice and statements of legal counsel (including, without limitation, counsel to the BorrowerLenders), independent accountants and other experts selected by the Administrative Agent. The Administrative an Agent may deem and treat the payee of any Note delivered 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 shall be fully justified in failing or refusing no obligation to any Lender to take any action under this Agreementif it believes, in good faith, that such action would violate Applicable Law or exposes an Agent to any other Loan Document or the Intercreditor and Collateral Agency Agreement unless liability for which it shall first receive such advice or concurrence of the Majority Lenders as it deems appropriate 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. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement, the other Loan Documents and the Intercreditor and Collateral Agency Agreement has not received satisfactory indemnification in accordance with a request the provisions of the Majority Lenders, and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the AdvancesSection 10.4(c).

Reliance by the Administrative Agent. The Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any Note, writing, resolution, notice, consent, certificate, affidavit, letter, facsimile, telecopy, telex or teletype message, 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 and upon advice and statements of legal counsel (including, without limitation, counsel to the Borrower), independent accountants and other experts selected by the Administrative Agent. The Administrative Agent may deem and treat the payee of any Note delivered 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 shall be fully justified in failing or refusing to take any action under this Agreement, Agreement or any other Loan Document or the Intercreditor and Collateral Agency Agreement unless it shall first receive such advice or concurrence of the Majority Lenders as it deems appropriate 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. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement, Agreement and the other Loan Documents and the Intercreditor and Collateral Agency Agreement in accordance with a request of the Majority Lenders, and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the Advances.Loans. 10.5