Common use of Reliance by the Administrative Agent Clause in Contracts

Reliance by the Administrative Agent. (a) The Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, communication, signature, resolution, representation, notice, consent, certificate, affidavit, letter, telegram, facsimile, telex or telephone message, electronic mail message, statement or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, and upon advice and statements of legal counsel (including counsel to any Loan Party), independent accountants and other experts selected by the Administrative Agent. The Administrative Agent shall be fully justified in failing or refusing to take any action under any Loan Document unless it shall first receive such advice or concurrence of the Required Lenders as it deems appropriate and, if it so requests, it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Loan Document in accordance with a request or consent of the Required Lenders (or such greater number of Lenders as may be expressly required hereby in any instance) and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders; 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 Loan Document or applicable Law. (b) For purposes of determining compliance with the conditions specified in Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

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, communication, signature, resolution, representation, notice, consent, certificate, affidavit, letter, telegramfacsimile, facsimiletelecopy, telex or telephone teletype message, electronic mail messagestatement, statement order or other document or conversation reasonably believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, Persons and upon advice and statements of legal counsel (including including, without limitation, counsel to any Loan Partythe 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 Required Majority Lenders as it deems appropriate and, if it so requests, or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any Agreement, the other Loan Document Documents and the Intercreditor and Collateral Agency Agreement in accordance with a request or consent of the Required Lenders (or such greater number of Lenders as may be expressly required hereby in any instance) Majority Lenders, and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders; provided that Lenders and all future holders of 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 Loan Document or applicable LawAdvances. (b) For purposes of determining compliance with the conditions specified in Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Reliance by the Administrative Agent. (a) The Administrative Agent shall be entitled to relyrely upon, and shall be fully protected in relyingnot incur any liability for relying upon, upon any writingnotice, communicationrequest, signature, resolution, representation, noticecertificate, consent, certificatestatement, affidavitinstrument, letter, telegram, facsimile, telex document or telephone other writing (including any electronic message, electronic mail message, statement Internet or intranet website posting or other document or conversation distribution) believed by it to be genuine and correct and to have been signed, sent or otherwise authenticated by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person or PersonsPerson, and upon advice 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 who may be counsel to any Loan Partyfor the Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the Administrative Agentadvice of any such counsel, accountants or experts. The Administrative Agent shall be fully justified in failing or refusing to take any action under any Loan Document unless it shall first receive such advice or concurrence of the Required Lenders as it deems appropriate and, if it so requests, it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Loan Document in accordance with a request or consent of the Required Lenders (or such greater number of Lenders as may be expressly required hereby in any instance) and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders; 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 Loan Document or applicable Law. (b) For purposes of determining compliance with the conditions specified in Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Reliance by the Administrative Agent. (a) The Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any instrument, writing, communication, signature, resolution, representation, notice, consent, certificate, affidavit, letter, telegram, facsimile, telex telecopy or telephone email message, electronic mail messagestatement, statement order or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, Persons and upon advice and statements of legal counsel (including counsel to any Loan Partythe Borrowers), independent accountants and other experts selected by the Administrative Agent. The Administrative Agent may deem and treat the payee of any Note as the owner thereof for all purposes unless a written notice of assignment, negotiation or transfer thereof shall have been filed with the Administrative Agent. The Administrative Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Document unless it shall first receive such advice or concurrence of the Required Lenders (or, if so specified by this Agreement, all Lenders) as it deems appropriate and, if it so requests, or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which that may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any and the other Loan Document Documents in accordance with a request or consent of the Required Lenders (or such greater number of Lenders as may be expressly required hereby in any instance) or, if so specified by this Agreement, all Lenders), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders; provided that Lenders and all future holders of 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 Loan Document or applicable LawLoans. (b) For purposes of determining compliance with the conditions specified in Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Reliance by the Administrative Agent. (a) The Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any instrument, writing, communication, signature, resolution, representation, notice, consent, certificate, affidavit, letter, telegramtelecopy, facsimile, telex or telephone email message, electronic mail messagestatement, statement order or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, Persons and upon advice and statements of legal counsel (including counsel to any Loan Partythe Borrower), independent accountants and other experts reasonably selected by the Administrative Agent. The Administrative Agent may deem and treat the payee of any Note as the owner thereof for all purposes unless a written notice of assignment, negotiation or transfer thereof shall have been filed with the Administrative Agent. The Administrative Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Document unless it the Administrative Agent shall first receive such advice or concurrence of the Required Lenders (or, if so specified by this Agreement, all Lenders) as it deems appropriate and, if it so requests, or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which that may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any and the other Loan Document Documents in accordance with a request or consent of the Required Lenders (or, if so specified by this Agreement or such greater number of Lenders as may be expressly required hereby in any instance) 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; provided that Lenders and all future holders of 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 Loan Document or applicable LawLoans. (b) For purposes of determining compliance with the conditions specified in Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

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, communication, signature, resolution, representation, notice, consent, certificate, affidavit, letter, telegramtelecopy, facsimiletelex, telex e-mail or telephone teletype message, electronic mail messagestatement, statement order or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, Persons and upon advice and statements of legal counsel (including including, without limitation, counsel to any Loan Partythe Borrower or the Servicer), independent accountants and other experts selected by the Administrative Agent. The Administrative Agent may deem and treat each Lender as the owner 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 Loan Agreement or any Loan other Transaction Document unless it shall first receive such advice or concurrence of the Required Lenders as it deems appropriate and, if it so requests, or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. 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 Loan Agreement or any and the other Loan Document Transaction Documents in accordance with a request or consent of the Required Lenders (or such greater number of Lenders as may be expressly required hereby in any instance) Lenders, and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders; provided that Lenders and all future holders of an interest in any of 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 Loan Document or applicable LawLender Notes. (b) For purposes of determining compliance with the conditions specified in Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

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, communication, signature, resolution, representation, notice, consent, certificate, affidavit, letter, cablegram, telegram, facsimiletelecopy, telex or telephone teletype message, electronic mail messagestatement, statement order or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, Persons and upon advice and statements of legal counsel (including including, without limitation, counsel to any Loan Partythe Company), independent accountants and other experts selected by the Administrative Agent. The Administrative Agent may deem and treat the payee of any Note as the owner thereof for all purposes unless a written notice of assignment, negotiation or transfer thereof shall have been filed with the Administrative Agent. The Administrative Agent shall be fully justified in failing or refusing to take any action under any Loan Credit Document unless it shall first receive such advice or concurrence of the Required Lenders (or, where unanimous consent of the Lenders is expressly required hereunder, such Lenders) as it deems appropriate and, if it so requests, or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Loan Credit Document in accordance with a request or consent of the Required Lenders (or such greater number of Lenders as may be expressly required hereby in any instance) Lenders, and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders; provided that Lenders and all future holders of 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 Loan Document or applicable LawNotes. (b) For purposes of determining compliance with the conditions specified in Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

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, communication, signature, resolution, representation, notice, consent, certificate, affidavit, letter, cablegram, telegram, facsimiletelecopy, telex or telephone teletype message, electronic mail messagestatement, statement order or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, Persons and upon advice and statements of legal counsel (including including, without limitation, counsel to any Loan Partythe Borrower), independent accountants and other experts selected by the Administrative Agent. The Administrative Agent may deem and treat the holder of any Revolving Credit Loan as the owner thereof for all purposes unless such Revolving Credit Loan shall have been transferred in accordance with Section 14.10 hereof. The Administrative Agent shall be fully justified in failing or refusing to take any action under any this Agreement and the other Loan Document Documents unless it shall first receive such advice or concurrence of the Required Lenders (or, when expressly required hereby or by the relevant other Loan Document, the Required Agreement Lenders or all the Lenders) as it deems appropriate and, if it so requests, or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such actionaction except for its own gross negligence or willful misconduct. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any and the other Loan Document Documents in accordance with a request or consent of the Required Lenders (or such greater number of Lenders as may be or, when expressly required hereby in any instance) 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; provided that Lenders and all future holders of 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 Loan Document or applicable LawLoans. (b) For purposes of determining compliance with the conditions specified in Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Reliance by the Administrative Agent. (a) 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 writing, communication, signature, resolution, representation, notice, consent, certificate, affidavit, letter, telegram, facsimiletelecopy, telex or telephone teletype message, electronic mail messagestatement, statement order or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, Persons and upon advice and statements of legal counsel (including counsel to any Loan Partythe Borrowers), independent accountants and other experts selected by the Administrative Agent. The Administrative Agent may deem and treat the payee of any Note as the owner thereof for all purposes unless such Note shall have been transferred in accordance with 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 time of making such request or giving such authority or consent, is the holder of any Note shall be conclusive and binding on any subsequent holder, transferee, assignee or endorsee, as the case may be, of such Note or of any Note or Notes issued in exchange therefor. The Administrative Agent shall be fully justified as between itself and the Lenders in failing or refusing to take any action under this Agreement or any other Loan Document unless it shall first receive such advice or concurrence of the Required Lenders and/or such other requisite percentage of the Lenders as is required pursuant to subsection 11.1(a) as it deems appropriate and, if it so requests, or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or and any Notes and the other Loan Document Documents in accordance with a request or consent of the Required Lenders (or and/or such greater number other requisite percentage of the Lenders as may be expressly is required hereby in any instance) pursuant to subsection 11.1(a), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders; provided that Lenders and all future holders of 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 Loan Document or applicable LawRevolving Loans. (b) For purposes of determining compliance with the conditions specified in Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

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, communication, signature, resolution, representation, notice, consent, certificate, affidavit, letter, cablegram, telegram, facsimiletelecopy, telex or telephone teletype message, electronic mail messagestatement, statement order or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, Persons and upon advice and statements of legal counsel (including including, without limitation, counsel to any Loan Partythe Borrowers), independent accountants and other experts selected by the Administrative Agent. The Administrative Agent may deem and treat the payee of any Note as the owner thereof for all purposes unless such Note shall have been transferred in accordance with Section 13.10 hereof. The Administrative Agent shall be fully justified in failing or refusing to take any action under any this Agreement and the other Loan Document Documents unless it shall first receive such advice or concurrence of the Required Lenders (or, when expressly required hereby or by the relevant other Loan Document, all the Lenders) as it deems appropriate and, if it so requests, or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such actionaction except for its own gross negligence or willful misconduct. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Loan Document and the Notes in accordance with a request or consent of the Required Lenders (or such greater number of Lenders as may be or, when expressly required hereby in any instance) hereby, all the Lenders), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders; provided that Lenders and all future holders of 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 Loan Document or applicable LawNotes. (b) For purposes of determining compliance with the conditions specified in Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

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 note, writing, communication, signature, resolution, representation, notice, consent, certificate, affidavit, letter, cablegram, telegram, facsimiletelecopy, telex or telephone teletype message, electronic mail messagestatement, statement order or other document document, instrument or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, and (ii) upon advice and statements of legal counsel (including counsel to any Loan Partythe Borrower 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 as the owner thereof for all purposes unless a written notice of the assignment, negotiation or transfer thereof, in accordance with the provisions of this Agreement, shall have been delivered to the Administrative Agent 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 any this Agreement, the Notes or the other Loan Document Documents unless (A) it first shall first receive such advice or concurrence of the Required Requisite Lenders as it deems appropriate andappropriate, if or (B) it so requests, 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 Agreement, the Notes or any the other Loan Document Documents in accordance with a request or consent of the Required Lenders (or such greater number of Lenders as may be expressly required hereby in any instance) Requisite Lenders, and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders; provided that Lenders and all future holders of 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 Loan Document or applicable LawNotes. (b) For purposes of determining compliance with the conditions specified in Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Reliance by the Administrative Agent. (a) 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 writing, communication, signature, resolution, representation, notice, consent, certificate, affidavit, letter, telegram, facsimiletelecopy, telex or telephone teletype message, electronic mail messagestatement, statement order or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, Persons and upon advice and statements of legal counsel (including counsel to any Loan Partythe Borrower), independent accountants and other experts selected by the Administrative such Agent. The Administrative Agent may deem and treat the payee of any Note as the owner thereof for all purposes unless such Note shall have been transferred in accordance with 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 time of making such request or giving such authority or consent, is the holder of any Note shall be conclusive and binding on any subsequent holder, transferee, assignee or endorsee, as the case may be, of such Note or of any Note or Notes issued in exchange therefor. Each Agent shall be fully justified as between itself and the Lenders in failing or refusing to take any action under this Agreement or any other Loan Document unless it shall first receive such advice or concurrence of the Required Lenders and/or such other requisite percentage of the Lenders as is required pursuant to subsection 10.1(a) as it deems appropriate and, if it so requests, or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Administrative Each Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or and any Notes and the other Loan Document Documents in accordance with a request or consent of the Required Lenders (or and/or such greater number other requisite percentage of the Lenders as may be expressly is required hereby in any instance) pursuant to subsection 10.1(a), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders; provided that Lenders and all future holders of 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 Loan Document or applicable LawLoans. (b) For purposes of determining compliance with the conditions specified in Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Reliance by the Administrative Agent. (a) The Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any instrument, writing, communication, signature, resolution, representation, notice, consent, certificate, affidavit, letter, telegram, facsimiletelecopy, telex or telephone teletype message, electronic mail messagestatement, statement order or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, Persons and upon advice and statements of legal counsel (including counsel to any Loan Partythe Borrower), independent accountants and other experts selected by the Administrative Agent. The Administrative Agent may deem and treat the payee of any Note as the owner thereof for all purposes unless such Note shall have been transferred in accordance with Section 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 or any other Loan Document unless it shall first receive such advice or concurrence of the Required Lenders (or, if so specified by this Agreement, all Lenders or any other instructing group of Lenders specified by this Agreement) as it deems appropriate and, if it so requests, or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which that may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any and the other Loan Document Documents in accordance with a request or consent of the Required Lenders (or, if so specified by this Agreement, all Lenders or such greater number any other instructing group of Lenders as may be expressly required hereby in any instance) specified by this Agreement), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders; provided that Lenders and all future holders of 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 Loan Document or applicable LawLoans. (b) For purposes of determining compliance with the conditions specified in Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Reliance by the Administrative Agent. (a) 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 writing, communication, signature, resolution, representation, notice, consent, certificate, affidavit, letter, telegram, facsimiletelecopy, telex or telephone teletype message, electronic mail messagestatement, statement order or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, Persons and upon advice and statements of legal counsel (including counsel to any Loan Partythe Borrowers), independent accountants and other experts selected by the Administrative such Agent. The Administrative Agent may deem and treat the payee of any Note as the owner thereof for all purposes unless such Note shall have been transferred in accordance with 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 time of making such request or giving such authority or consent, is the holder of any Note shall be conclusive and binding on any subsequent holder, transferee, assignee or endorsee, as the case may be, of such Note or of any Note or Notes issued in exchange therefor. Each Agent shall be fully justified as between itself and the Lenders in failing or refusing to take any action under this Agreement or any other Loan Document unless it shall first receive such advice or concurrence of the Required Lenders and/or such other requisite percentage of the Lenders as is required pursuant to subsection 11.1(a) as it deems appropriate and, if it so requests, or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Administrative Each Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or and any Notes and the other Loan Document Documents in accordance with a request or consent of the Required Lenders (or and/or such greater number other requisite percentage of the Lenders as may be expressly is required hereby in any instance) pursuant to subsection 11.1(a), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders; provided that Lenders and all future holders of 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 Loan Document or applicable LawLoans. (b) For purposes of determining compliance with the conditions specified in Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Reliance by the Administrative Agent. (a) The Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any instrument, writing, communication, signature, resolution, representation, notice, consent, certificate, affidavit, letter, telegram, facsimiletelecopy, telex or telephone teletype message, electronic mail messagestatement, statement order or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, Persons and upon advice and statements of legal counsel (including counsel to any Loan Partythe Borrower), independent accountants and other experts selected by the Administrative Agent. The Administrative Agent may deem and treat the payee of any Note as the owner thereof for all purposes unless a written notice of assignment, negotiation or transfer thereof shall have been filed with the Administrative Agent. The Administrative Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Document unless it shall first receive such advice or concurrence of the Required Lenders (or, if so specified by this Agreement, all Lenders) as it deems appropriate and, if it so requests, or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which that may be incurred by it by reason of taking or continuing to take any such action. 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 or any and the other Loan Document Documents in accordance with a request or consent of the Required Lenders (or such greater number of Lenders as may be expressly required hereby in any instance) or, if so specified by this Agreement, all Lenders), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders; provided that Lenders and all future holders of 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 Loan Document or applicable LawLoans and all other Secured Parties. (b) For purposes of determining compliance with the conditions specified in Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Reliance by the Administrative Agent. (a) The Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, instrument, document, communication, signature, resolution, representation, notice, consent, certificate, affidavit, letter, telegram, facsimile, telex or telephone message, electronic mail message, statement or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, and and/or upon advice and statements of legal counsel (including counsel to any Loan Party), independent accountants and other experts selected by the Administrative Agent. The Administrative Agent shall be fully justified in failing or refusing to take any action under any Loan Document unless it shall first receive such advice or concurrence of the Required Lenders as it deems appropriate and, if it so requests, it shall first be indemnified to its satisfaction by the Lenders 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 or any other Loan Document in accordance with a request or consent of the Required Lenders (or such greater number of Lenders as may be expressly required hereby in any instance) and such request and any action taken or failure to act pursuant thereto shall be binding upon all the LendersLenders and 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 Administrative Agent to liability or that is contrary to any Loan Document or applicable Law. (b) For purposes of determining compliance with the conditions specified in Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Reliance by the Administrative Agent. (a) The Administrative Agent shall be entitled to relyrely upon, and shall be fully protected in relyingnot incur any liability for relying upon, upon any writingnotice, communicationrequest, signature, resolution, representation, noticecertificate, consent, certificatestatement, affidavitinstrument, letter, telegram, facsimile, telex document or telephone other writing (including any electronic message, electronic mail message, statement Internet or intranet website posting or other document or conversation distribution) believed by it to be genuine and correct and to have been signed, sent or otherwise authenticated by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person or PersonsPerson, and upon advice and statements shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan, or the issuance, extension, renewal or increase of a Letter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender, 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 who may be counsel to any Loan Partyfor the Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts. The Administrative 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 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 any Loan Document unless it shall first receive such advice or concurrence of the Required Lenders as it deems appropriate and, if it so requests, it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. 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 or any other Loan Document in accordance with a request or consent of the Required Lenders (or such greater number of Lenders as may be expressly required hereby in any instance) and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders; 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 Loan Document or applicable LawLaws. (b) For purposes of determining compliance with the conditions specified in Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

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, communication, signature, resolution, representation, notice, consent, certificate, affidavit, letter, cablegram, telegram, facsimiletelecopy, telex or telephone teletype message, electronic mail messagestatement, statement order or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, Persons and upon advice and statements of legal counsel (including including, without limitation, counsel to any Loan Partythe Borrower), independent accountants and other experts selected by the Administrative Agent. The Administrative Agent may deem and treat the payee of any Note as the owner thereof for all purposes unless such Note shall have been transferred in accordance with Section 13.10 hereof. The Administrative Agent shall be fully justified in failing or refusing to take any action under any this Agreement and the other Loan Document Documents unless it shall first receive such advice or concurrence of the Required Lenders (or, when expressly required hereby or by the relevant other Loan Document, all the Lenders) as it deems appropriate and, if it so requests, or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such actionaction except for its own gross negligence or willful misconduct. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Loan Document and the Notes in accordance with a request or consent of the Required Lenders (or such greater number of Lenders as may be or, when expressly required hereby in any instance) hereby, all the Lenders), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders; provided that Lenders and all future holders of 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 Loan Document or applicable LawNotes. (b) For purposes of determining compliance with the conditions specified in Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Reliance by the Administrative Agent. (a) The Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, communication, signature, resolution, representation, notice, consent, certificate, affidavit, letter, telegram, facsimile, telex or telephone message, electronic mail message, statement or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, and upon advice and statements of legal counsel (including counsel to any Loan Partythe Borrower and the Guarantors), independent accountants and other experts selected by the Administrative Agent. The Administrative Agent shall be fully justified in failing or refusing to take any action under any Loan Document unless it shall first receive such advice or concurrence of the Required Lenders as it deems appropriate and, if it so requests, it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Loan Document in accordance with a request or consent of the Required Lenders (or such greater number of Lenders as may be expressly all the Lenders, if required hereby in any instance) hereunder, and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders; provided that Lenders and participants. Where this Agreement expressly permits or prohibits an action unless the Required Lenders otherwise determine, the Administrative Agent shall, and in all other instances, the Administrative Agent may, but shall not be required to take to, initiate any action that, in its opinion solicitation for the consent or in a vote of the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or applicable LawLenders. (b) For purposes of determining compliance with the conditions specified in Section 4.014.2, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter either sent by the Administrative Agent to such Lender for consent, approval, acceptance or satisfaction, or required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection theretoLender.

Reliance by the Administrative Agent. (a) 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 writing, communication, signature, resolution, representation, notice, consent, certificate, affidavit, letter, telegram, facsimiletelecopy, telex or telephone teletype message, electronic mail messagestatement, statement order or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, Persons and upon advice and statements of legal counsel (including counsel to any Loan Partythe Borrower), independent accountants and other experts selected by the Administrative Agent. The Administrative Agent may deem and treat the payee of any Term Loan Note as the owner thereof for all purposes unless such Term Loan Note shall have been 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 time 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 or any other Loan Document unless it shall first receive such advice or concurrence of the Required Lenders and/or such other requisite percentage of the Lenders as is required pursuant to subsection 10.1(a) as it deems appropriate and, if it so requests, or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or and any Term Loan Notes and the other Loan Document Documents in accordance with a request or consent of the Required Lenders (or and/or such greater number other requisite percentage of the Lenders as may be expressly is required hereby in any instance) pursuant to subsection 10.1(a), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders; provided that Lenders and all future holders of 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 Loan Document or applicable LawLoans. (b) For purposes of determining compliance with the conditions specified in Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Reliance by the Administrative Agent. (a) The Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any instrument, writing, communication, signature, resolution, representation, notice, consent, certificate, affidavit, letter, telegram, facsimiletelecopy, telex or telephone teletype message, electronic mail messagestatement, statement order or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, Persons and upon advice and statements of legal counsel (including including, without limitation, counsel to any the Loan PartyParties), independent accountants and other experts selected by the Administrative Agent. The Administrative Agent may deem and treat the payee of any Note as the owner thereof for all purposes unless such Note shall have been transferred in accordance with Section 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 or any other Loan Document unless it shall first receive such advice or concurrence of the Required Lenders (or, if so specified by this Agreement, all Lenders or any other instructing group of Lenders specified by this Agreement) as it deems appropriate and, if it so requests, or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which that may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any and the other Loan Document Documents in accordance with a request or consent of the Required Lenders (or, if so specified by this Agreement, all Lenders or such greater number any other instructing group of Lenders as may be expressly required hereby in any instance) specified by this Agreement), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders; provided that Lenders and all future holders of 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 Loan Document or applicable LawLoans. (b) For purposes of determining compliance with the conditions specified in Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Reliance by the Administrative Agent. (a) The Administrative Agent shall be entitled to relyrely upon, and shall be fully protected in relyingnot incur any liability for relying upon, upon any writingnotice, communicationrequest, signature, resolution, representation, noticecertificate, consent, certificatestatement, affidavitinstrument, letter, telegram, facsimile, telex document or telephone other writing (including any electronic message, electronic mail message, statement Internet or intranet website posting or other document or conversation distribution) believed by it to be genuine and correct and to have been signed, sent or otherwise authenticated by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person or PersonsPerson, and upon advice and statements shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan, or the issuance, extension, renewal or increase of a Letter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender or 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 who may be counsel to any Loan Partyfor the Borrowers), independent accountants and other experts selected by the Administrative Agent. The Administrative Agent it, and shall not be fully justified in failing or refusing to take any action under any Loan Document unless it shall first receive such advice or concurrence of the Required Lenders as it deems appropriate and, if it so requests, it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Loan Document in accordance with a request or consent of the Required Lenders (or such greater number of Lenders as may be expressly required hereby in any instance) and such request and liable for any action taken or failure to act pursuant thereto shall be binding upon all not taken by it in accordance with the Lenders; provided that the Administrative Agent shall not be required to take advice of any action that, in its opinion or in the opinion of its such counsel, may expose the Administrative Agent to liability accountants or that is contrary to any Loan Document experts. Each Lender or applicable Law. (b) For purposes of determining compliance with the conditions specified in Section 4.01, each Issuing Lender that has signed this Agreement or a signature page to an Assignment and Assumption or any other Loan Document pursuant to which it is to become a Lender or Issuing Lender hereunder shall be deemed to have consented to, approved or and accepted or to be and shall deemed satisfied with, 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 or approved by or be acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection theretoor Issuing Lender.

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, communication, signature, resolution, representation, notice, consent, certificate, affidavit, letter, cablegram, telegram, facsimiletelecopy, telex or telephone teletype message, electronic mail messagestatement, statement order or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, Persons and upon advice and statements of legal counsel (including including, without limitation, counsel to any Loan Partythe Borrower), independent accountants and other experts selected by the Administrative Agent. The Administrative Agent may deem and treat the payee of any Note as the owner thereof for all purposes unless such Note shall have been transferred in accordance with Section 14.10. The Administrative Agent shall be fully justified in failing or refusing to take any action under any this Agreement and the other Loan Document Documents unless it shall first receive such advice or concurrence of the Required Lenders (or, when expressly required hereby or by the relevant other Loan Documents, all the Lenders) as it deems appropriate and, if it so requests, or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such actionaction except for its own gross negligence or willful misconduct. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Loan Document and the Notes in accordance with a request or consent of the Required Lenders (or such greater number of Lenders as may be or, when expressly required hereby in any instance) hereby, all the Lenders), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders; provided that Lenders and all future holders of 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 Loan Document or applicable LawNotes. (b) For purposes of determining compliance with the conditions specified in Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Reliance by the Administrative Agent. (a) The Administrative Agent shall be entitled to relyrely upon, and shall be fully protected in relyingnot incur any liability for relying upon, upon any writingnotice, communicationrequest, signature, resolution, representation, noticecertificate, consent, certificatestatement, affidavitinstrument, letter, telegram, facsimile, telex document or telephone other writing (including any electronic message, electronic mail message, statement Internet or intranet website posting or other document or conversation distribution) believed by it 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 PersonsPerson, and upon advice and statements shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan that by its terms must be fulfilled to the satisfaction of a Lender, the Administrative Agent may presume that such condition is satisfactory to such Lender unless the Administrative Agent shall have received notice to the contrary from such Lender prior to the making of such Loan. The Administrative Agent may consult with legal counsel (including counsel to any Loan Partyacting for the Borrowers), 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 shall be fully justified in failing or refusing to take any action under any Loan Document unless it shall first receive such advice or concurrence of the Required Lenders as it deems appropriate and, if it so requests, it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Loan Document in accordance with a request or consent of the Required Lenders (or such greater number of Lenders as may be expressly required hereby in any instance) and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders; 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 Loan Document or applicable Law. (b) For purposes of determining compliance with the conditions specified in Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

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, communication, signature, resolution, representation, notice, consent, certificate, affidavit, letter, cablegram, telegram, facsimiletelecopy, telex or telephone teletype message, electronic mail messagestatement, statement order or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, Persons and upon advice and statements of legal counsel (including including, without limitation, counsel to any Loan Partythe Borrower), independent accountants and other experts selected by the Administrative Agent. The Administrative Agent shall be fully justified in failing or refusing to take any action under any this Agreement and the other Loan Document Documents unless it shall first receive such advice or concurrence of the Required Lenders (or, when expressly required hereby or by the relevant other Loan Documents, all the Lenders) as it deems appropriate and, if it so requests, or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such actionaction except for its own gross negligence or willful misconduct. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Loan Document in accordance with a request or consent of the Required Lenders (or such greater number of Lenders as may be or, when expressly required hereby in any instance) hereby, all the Lenders), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders; 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 Loan Document or applicable Law. (b) For purposes of determining compliance with the conditions specified in Section 4.015.2, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Reliance by the Administrative Agent. (a) The Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, communication, signature, resolution, representation, notice, consent, certificate, affidavit, letter, telegram, facsimile, telex or telephone message, electronic mail message, statement or other document or conversation believed by it in good faith to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, and upon advice and statements of legal counsel (including counsel to any Loan Party), independent accountants and other experts selected by the Administrative Agent. The Administrative Agent shall be fully justified in failing or refusing to take any action under any Loan Document unless it shall first receive such advice or concurrence of the Required Lenders as it deems appropriate and, if it so requests, it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Loan Document in accordance with a request or consent of the Required Lenders (or such greater number of Lenders as may be expressly required hereby in any instance) and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders; 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 Loan Document or applicable Law. (b) For purposes of determining compliance with the conditions specified in Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Reliance by the Administrative Agent. (a) The Administrative Agent shall be entitled to relyrely upon, and shall be fully protected in relyingnot incur any liability for relying upon, upon any writingnotice, communicationrequest, signature, resolution, representation, noticecertificate, consent, certificatestatement, affidavitinstrument, letter, telegram, facsimile, telex document or telephone other writing (including any electronic message, electronic mail message, statement Internet or intranet website posting or other document or conversation distribution) believed by it to be genuine and correct and to have been signed, sent or otherwise authenticated by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person or PersonsPerson, and upon advice and statements shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan, or the issuance of a Letter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender 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 who may be counsel to any Loan Partyfor the Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the Administrative Agentadvice of any such counsel, accountants or experts. The Administrative Agent shall be fully justified in failing or refusing to take any action under any Loan Document unless it shall first receive such advice or concurrence of the Required Requisite Lenders as it deems appropriate and, if it so requests, it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Loan Document in accordance with a request or consent of the Required 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; 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 Loan Document or applicable Law. (b) For purposes of determining compliance with the conditions specified in Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Reliance by the Administrative Agent. (a) The Administrative Agent shall be entitled to relyrely upon, and shall be fully protected in relyingnot incur any liability for relying upon, upon any writingnotice, communicationrequest, signature, resolution, representation, noticecertificate, consent, certificatestatement, affidavitinstrument, letter, telegram, facsimile, telex document or telephone other writing (including any electronic message, electronic mail message, statement Internet or intranet website posting or other document or conversation distribution) believed by it 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 or PersonsPerson, and upon advice and statements shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan, or the issuance, extension, renewal or increase of a Letter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender or 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 who may be counsel to any Loan Partyfor the Borrower), independent accountants and other experts selected by the Administrative Agent. The Administrative Agent it, and shall not be fully justified in failing or refusing to take any action under any Loan Document unless it shall first receive such advice or concurrence of the Required Lenders as it deems appropriate and, if it so requests, it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Loan Document in accordance with a request or consent of the Required Lenders (or such greater number of Lenders as may be expressly required hereby in any instance) and such request and liable for any action taken or failure not taken by it in accordance with the advice of any such counsel, accountants or experts. Notwithstanding anything to act pursuant thereto the contrary contained herein or in any other Loan Document, Administrative Agent shall be binding upon all the Lendersnot 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 shall not be required receive a representation from a Lender as to take its Disqualified Institution status; provided, further, that upon inquiry by any action that, in its opinion or in the opinion of its counsel, may expose Lender to the Administrative Agent as to liability or that whether a specified potential lender is contrary to any Loan Document or applicable Law. (b) For purposes on the list of determining compliance with the conditions specified in Section 4.01Disqualified Institutions, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from be permitted to disclose to such Lender prior to whether such specific potential lender is on the proposed Closing Date specifying its objection theretolist of Disqualified Institutions.

Reliance by the Administrative Agent. (a) 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 writing, communication, signature, resolution, representation, notice, consent, certificate, affidavit, letter, telegram, facsimiletelecopy, telex or telephone teletype message, electronic mail messagestatement, statement order or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, Persons and upon advice and statements of legal counsel (including counsel to any Loan Partythe Borrowers), independent accountants and other experts selected by the Administrative such Agent. The Administrative Agent and Canadian Agent may deem and treat the payee of any Note as the owner thereof for all purposes unless such Note shall have been transferred in accordance with 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 time of making such request or giving such authority or consent, is the holder of any Note shall be conclusive and binding on any subsequent holder, transferee, assignee or endorsee, as the case may be, of such Note or of any Note or Notes issued in exchange therefor. Each Agent shall be fully justified as between itself and the Lenders in failing or refusing to take any action under this Agreement or any other Loan Document unless it shall first receive such advice or concurrence of the Required Lenders and/or such other requisite percentage of the Lenders as is required pursuant to subsection 11.1(a) as it deems appropriate and, if it so requests, or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Administrative Each Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or and any Notes and the other Loan Document Documents in accordance with a request or consent of the Required Lenders (or and/or such greater number other requisite percentage of the Lenders as may be expressly is required hereby in any instance) pursuant to subsection 11.1(a), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders; provided that Lenders and all future holders of 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 Loan Document or applicable LawLoans. (b) For purposes of determining compliance with the conditions specified in Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

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, communication, signature, resolution, representation, notice, consent, certificate, affidavit, letter, cablegram, telegram, facsimiletelecopy, electronic transmission, telex or telephone teletype message, electronic mail messagestatement, statement order or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, Persons and upon advice and statements of legal counsel (including counsel to any Loan Partythe Borrower), independent accountants and other experts selected by the Administrative Agent. The Administrative Agent may deem and treat the payee of any Note as the owner thereof for all purposes unless a written notice of assignment, negotiation or transfer thereof shall have been filed with the Administrative Agent. The Administrative Agent shall be fully justified in failing or refusing to take any action under any Loan Document unless it shall first receive such advice or concurrence of the Required Lenders (or, where unanimous consent of the Lenders is expressly required hereunder, such Lenders) as it deems appropriate and, if it so requests, or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Loan Document in accordance with a request or consent of the Required Lenders (or such greater number of Lenders as may be expressly required hereby in any instance) Lenders, and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders; provided that Lenders and all future holders of 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 Loan Document or applicable LawNotes. (b) For purposes of determining compliance with the conditions specified in Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Reliance by the Administrative Agent. (a) The Administrative Agent shall be entitled to relyrely upon, and shall be fully protected in relyingin, upon and shall not incur any writingliability for relying upon, communicationany notice, signaturerequest, resolution, representation, noticecertificate, consent, certificatestatement, affidavitinstrument, letterdocument or other writing (including any electronic message, telefax, telegram, facsimiletelecopy, telex internet or telephone message, electronic mail message, statement intranet website posting or other document or conversation distribution) believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or PersonsPerson, and upon the advice and statements of legal counsel Agent Professionals (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, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan Party)that by its terms must be fulfilled to the satisfaction of a Lender, independent accountants and other experts 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 advice of any such Agent Professional. The Administrative Agent may deem and treat the payee of any Note as the owner thereof for all purposes unless a written notice of assignment, negotiation or transfer thereof shall have been filed with the Administrative Agent. The Administrative Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Document unless it shall first receive such advice or concurrence of the Required Lenders (or such other number or percentage of Lenders as shall be provided for herein or in the other Loan Documents) as it deems appropriate and, if it so requests, or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which that may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any and the other Loan Document Documents in accordance with a request or consent of the Required Lenders (or such greater other number or percentage of Lenders as may shall be expressly required hereby provided for herein or in any instance) the other Loan Documents), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders; provided that Lenders and all future holders of 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 Loan Document or applicable Law. (b) For purposes of determining compliance with the conditions specified in Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Loans. The Administrative Agent shall have received a reasonable and practicable amount of time to act upon any instruction, notice from or other communication under any Loan Document, and shall not be liable for any such Lender prior to the proposed Closing Date specifying its objection theretodelay in acting.

Reliance by the Administrative Agent. (a) The Administrative Agent shall in all cases be entitled to rely, and shall be fully protected in relying, upon any note, writing, communication, signature, resolution, representation, notice, consent, certificate, affidavit, letter, cablegram, telegram, facsimiletelecopy, telex or telephone teletype message, electronic mail messagestatement, statement order or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, Persons and upon advice and statements of legal counsel (including counsel to any Loan Partyeach of the Lenders), independent accountants Independent Accountants and other experts selected by the Administrative Agent. The Administrative Agent shall in all cases be fully justified in failing or refusing to take any action under this Agreement, any Loan other Transaction Document or any other document furnished in connection herewith or therewith unless it shall first receive such advice or concurrence of the Required Lenders Lenders, as it deems appropriate andappropriate, if it so requests, or it shall first be indemnified to its satisfaction 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 Agreement, the other Transaction Documents or any other Loan Document document furnished in connection herewith or therewith in accordance with a request or consent of the Majority Lenders or Required Lenders (or such greater number of Lenders as may be expressly required hereby in any instance) applicable), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders; provided that the . The Administrative Agent shall not in all cases be required to take 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 Majority Lenders or Required Lenders (as applicable), and such request and any action that, in its opinion taken or in the opinion of its counsel, may expose the Administrative Agent failure to liability or that is contrary to any Loan Document or applicable Law. (b) For purposes of determining compliance with the conditions specified in Section 4.01, each Lender that has signed this Agreement act pursuant thereto shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless binding upon all the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection theretoLenders.

Reliance by the Administrative Agent. (a) The Administrative Agent shall be entitled to relyrely upon, and shall be fully protected in relyingnot incur any liability for relying upon, upon any writingnotice, communicationrequest, signature, resolution, representation, noticecertificate, consent, certificatestatement, affidavitinstrument, letter, telegram, facsimile, telex document or telephone other writing (including any electronic message, electronic mail message, statement Internet or intranet website posting or other document or conversation distribution) believed by it to be genuine and correct and to have been signed, sent or otherwise authenticated by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person or PersonsPerson, and upon advice and statements shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan, or the issuance of a Letter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender, the 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 who may be counsel to any Loan Partyfor the Borrowers), independent accountants and other experts selected by the Administrative Agent. The Administrative Agent it, and shall not be fully justified in failing or refusing to take any action under any Loan Document unless it shall first receive such advice or concurrence of the Required Lenders as it deems appropriate and, if it so requests, it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Loan Document in accordance with a request or consent of the Required Lenders (or such greater number of Lenders as may be expressly required hereby in any instance) and such request and liable for any action taken or failure to act pursuant thereto shall be binding upon all not taken by it in accordance with the Lenders; provided that the Administrative Agent shall not be required to take advice of any action that, in its opinion or in the opinion of its such counsel, may expose the Administrative Agent to liability accountants or that is contrary to any Loan Document experts. Each Lender or applicable Law. (b) For purposes of determining compliance with the conditions specified in Section 4.01, each Issuing Lender that has signed this Agreement or a signature page to an Assignment and Assumption or any other Loan Document pursuant to which it is to become a Lender or Issuing Lender hereunder shall be deemed to have consented to, approved or and accepted or to be and shall deemed satisfied with, 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 or approved by or be acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection theretoor Issuing Lender.

Reliance by the Administrative Agent. (a) The Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any Credit Document, writing, communication, signature, resolution, representation, notice, consent, certificate, affidavit, letter, cablegram, telegram, facsimiletelecopy, telex or telephone teletype message, electronic mail messagestatement, statement order or other document or conversation believed by it in good faith to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, Persons and upon advice and statements of legal counsel (including including, without limitation, counsel to any Loan Partythe Borrowers), independent accountants and other experts selected by the Administrative Agent. The Administrative Agent may deem and treat the payee of any Note 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 any Loan Document this Credit Agreement unless it shall first receive such advice or concurrence of the Required Lenders or all the Lenders as it deems appropriate and, if it so requests, 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 or any other Loan Document of the Credit Documents in accordance with a request or consent of the Required Lenders (or such greater number all of Lenders the Lenders, as may be expressly required hereby in any instance) under this Credit Agreement, and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders; provided that Lenders and all future holders of 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 Loan Document or applicable LawNotes. (b) For purposes of determining compliance with the conditions specified in Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Reliance by the Administrative Agent. (a) The Administrative Agent shall in all cases be entitled to rely, and shall be fully protected in relying, upon any note, writing, communication, signature, resolution, representation, notice, consent, certificate, affidavit, letter, cablegram, telegram, facsimiletelecopy, telex or telephone teletype message, electronic mail messagestatement, statement order or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, Persons and upon advice and statements of legal counsel (including counsel to any Loan Partyeach of the Lenders), independent accountants Independent Accountants and other experts selected by the Administrative Agent. The Administrative Agent shall in all cases be fully justified in failing or refusing to take any action under this Agreement, any Loan other Transaction Document or any other document furnished in connection herewith or therewith unless it shall first receive such advice or concurrence of the Required Lenders Lenders, as it deems appropriate andappropriate, if it so requests, or it shall first be indemnified to its satisfaction 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 Agreement, the other Transaction Documents or any other Loan Document document furnished in connection herewith or therewith in accordance with a request or consent of the Required Lenders (or such greater number of Lenders as may be expressly required hereby in any instance) Lenders, and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders; provided that the . The Administrative Agent shall not in all cases be required to take 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 Required Lenders, and such request and any action that, in its opinion taken or in the opinion of its counsel, may expose the Administrative Agent failure to liability or that is contrary to any Loan Document or applicable Law. (b) For purposes of determining compliance with the conditions specified in Section 4.01, each Lender that has signed this Agreement act pursuant thereto shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless binding upon all the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection theretoLenders.

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, communication, signature, resolution, representation, notice, consent, certificate, affidavit, letter, telegram, facsimile, telex or telephone messagestatement, order, electronic mail message, statement communication or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, Persons and upon advice and statements of legal counsel (including including, without limitation, counsel to any Loan Partythe Company), independent accountants and other experts selected by the Administrative Agent. The Administrative Agent may deem and treat the payee of any Note as the owner thereof for all purposes unless a written notice of assignment, negotiation or transfer thereof shall have been filed with the Administrative Agent. The Administrative Agent shall be fully justified in failing or refusing to take any action under this Agreement or any Loan Document other documents executed and delivered in connection herewith unless it shall first receive such advice or concurrence of the Required Lenders Banks as it deems appropriate and, if it so requests, 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 or any other Loan Document documents executed and delivered in connection herewith in accordance with a request or consent of the Required Lenders (or such greater number of Lenders as may be expressly required hereby in any instance) Banks, and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders; provided that Banks and all future holders of 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 Loan Document or applicable LawNotes. (b) For purposes of determining compliance with the conditions specified in Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

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, communication, signature, resolution, representation, notice, consent, certificate, affidavit, letter, cablegram, telegram, facsimiletelecopy, telex or telephone teletype message, electronic mail messagestatement, statement order or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, Persons and upon advice and statements of legal counsel (including without limitation counsel to any Loan Partythe Borrowers), independent accountants and other experts selected by the Administrative Agent. The Administrative Agent may deem and treat the payee of any Note as the owner thereof for all purposes unless such Note shall have been transferred in accordance with Section 13.10 hereof. The Administrative Agent shall be fully justified in failing or refusing to take any action under any this Agreement and the other Loan Document Documents unless it shall first receive such advice or concurrence of the Required Lenders (or, when expressly required hereby or by the relevant other Loan Document, all the Lenders) as it deems appropriate and, if it so requests, or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such actionaction except for its own gross negligence or willful misconduct. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Loan Document and the Notes in accordance with a request or consent of the Required Lenders (or such greater number of Lenders as may be or, when expressly required hereby in any instance) hereby, all the Lenders), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders; provided that Lenders and all future holders of 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 Loan Document or applicable LawNotes. (b) For purposes of determining compliance with the conditions specified in Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Reliance by the Administrative Agent. (a) The Administrative Agent shall be entitled to relyrely upon, and shall be fully protected in relyingnot incur any liability for relying upon, upon any writingnotice, communicationrequest, signature, resolution, representation, noticecertificate, consent, certificatestatement, affidavitinstrument, letter, telegram, facsimile, telex document or telephone other writing (including any electronic message, electronic mail message, statement Internet or intranet website posting or other document or conversation distribution) believed by it to be genuine and correct and to have been signed, sent or otherwise authenticated by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person or PersonsPerson, and upon advice 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 who may be counsel to any Loan Partyfor the Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the Administrative Agentadvice of any such counsel, accountants or experts. The Administrative Agent shall be fully justified in failing or refusing to take any action under any Loan Document unless it shall first receive such advice or concurrence of the Required Requisite Lenders as it deems appropriate and, if it so requests, it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Loan Document in accordance with a request or consent of the Required 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; 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 Loan Document or applicable Law. (b) For purposes of determining compliance with the conditions specified in Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Reliance by the Administrative Agent. (a) The Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any instrument, writing, communication, signature, resolution, representation, notice, consent, certificate, affidavit, letter, telegram, facsimiletelecopy, telex or telephone teletype message, electronic mail messagestatement, statement order or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, Persons and upon advice and statements of legal counsel (including counsel to any Loan Partythe Borrower), independent accountants and other experts selected by the Administrative Agent. The Administrative Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Document unless it shall first receive such advice or concurrence of the Required Lenders (or, if so specified by this Agreement, all Lenders) as it deems appropriate and, if it so requests, or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which that may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any and the other Loan Document Documents in accordance with a request or consent of the Required Lenders (or such greater number of Lenders as may be expressly required hereby in any instance) or, if so specified by this Agreement, all Lenders), and such request and any action taken or failure to act pursuant thereto shall be binding upon all Lenders and all future holders of the 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 Administrative Agent to liability or that is contrary to any Loan Document or applicable LawLoans. (b) For purposes of determining compliance with the conditions specified in Section 4.01Sections 4.01 and 4.02, absent Requisite Notice by such Lender to the Administrative Agent to the contrary, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter either sent by the Administrative Agent to each Lender for consent, approval, acceptance or satisfaction, or required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection theretoLender.

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, communication, signature, resolution, representation, notice, consent, certificate, affidavit, letter, cablegram, telegram, facsimiletelecopy, telex or telephone teletype message, electronic mail messagestatement, statement order or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, Persons and upon advice and statements of legal counsel (including including, without limitation, counsel to any Loan Partythe Borrowers), independent accountants and other experts selected by the Administrative Agent. The Administrative Agent shall be fully justified in failing or refusing to take any action under any this Agreement and the other Loan Document Documents unless it shall first receive such advice or concurrence of the Required Lenders (or, when expressly required hereby or by the relevant other Loan Documents, all the Lenders) as it deems appropriate and, if it so requests, or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such actionaction except for its own gross negligence or willful misconduct. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Loan Document in accordance with a request or consent of the Required Lenders (or such greater number of Lenders as may be or, when expressly required hereby in any instance) hereby, all the Lenders), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders; 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 Loan Document or applicable Law. (b) For purposes of determining compliance with the conditions specified in Section 4.015.2, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Reliance by the Administrative Agent. (a) The Administrative Agent shall be entitled to relyrely upon, and shall be fully protected in relyingnot incur any liability for relying upon, upon any writingnotice, communicationrequest, signature, resolution, representation, noticecertificate, consent, certificatestatement, affidavitinstrument, letter, telegram, facsimile, telex document or telephone other writing (including any electronic message, electronic mail message, statement Internet or intranet website posting or other document or conversation distribution) believed by it to be genuine and correct and to have been signed, sent or otherwise authenticated by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person or PersonsPerson, and upon advice and statements shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan, or the issuance, extension, renewal or increase of a Letter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender or 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 who may be counsel to any for the Loan PartyParties), 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 shall be fully justified in failing or refusing to take any action under any Loan Document unless it shall first receive such advice or concurrence of the Required Requisite Lenders as it deems appropriate and, if it so requests, it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Loan Document in accordance with a request or consent of the Required 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; 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 Loan Document or applicable Law. (b) For purposes of determining compliance with the conditions specified in Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Reliance by the Administrative Agent. (a) The Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, communication, signature, resolution, representation, notice, consent, certificate, affidavit, letter, telegram, facsimile, telex or telephone message, electronic mail message, statement or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, and upon advice and statements of legal counsel (including counsel to any Loan Credit Party), independent accountants and other experts selected by the Administrative Agent. The Administrative Agent shall be fully justified in failing or refusing to take any action under any Loan Credit Document unless it shall first receive such advice or concurrence of the Required Lenders Banks as it deems appropriate and, if it so requests, 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 be fully protected in acting, or in refraining from acting, under this Agreement or any other Loan Credit Document in accordance with a request or consent of the Required Lenders Banks (or such greater number of Lenders Banks 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; 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 Loan Document or applicable LawBanks. (b) For purposes of determining compliance with the conditions specified in Section 4.014 that are applicable on or prior to the Initial Borrowing Date, each Lender Bank that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender Bank unless the Administrative Agent shall have received notice from such Lender Bank prior to the proposed Closing Initial Borrowing Date specifying its objection thereto.

Reliance by the Administrative Agent. (a) The Administrative Agent shall be entitled to relyrely upon, and shall be fully protected in relyingnot incur any liability for relying upon, upon any writingnotice, communicationrequest, signature, resolution, representation, noticecertificate, consent, certificatestatement, affidavitinstrument, letter, telegram, facsimile, telex document or telephone other writing (including any electronic message, electronic mail message, statement Internet or intranet website posting or other document or conversation distribution) believed by it to be genuine and correct and to have been signed, sent or otherwise authenticated by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person or PersonsPerson, and upon advice 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 who may be counsel to any Loan Partyfor the Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts. The Administrative 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 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 any Loan Document unless it shall first receive such advice or concurrence of the Required Lenders as it deems appropriate and, if it so requests, it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. 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 or any other Loan Document in accordance with a request or consent of the Required Lenders (or such greater number of Lenders as may be expressly required hereby in any instance) and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders; 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 Loan Document or applicable LawLaws. (b) For purposes of determining compliance with the conditions specified in Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

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, communication, signature, resolution, representation, notice, consent, certificate, affidavit, letter, cablegram, telegram, facsimiletelecopy, telex or telephone teletype message, electronic mail messagestatement, statement order or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, Persons and upon advice and statements of legal counsel (including including, without limitation, counsel to any Loan Partythe Borrower), independent accountants and other experts selected by it. The Administrative Agent may deem and treat the Administrative Agentpayee of any Note as the owner thereof for all purposes unless such Note shall have been transferred in accordance with Section 14.10. The Administrative Agent shall be fully justified in failing or refusing to take any action under any this Agreement and the other Loan Document Documents unless it shall first receive such advice or concurrence of the Required Lenders (or, when expressly required hereby or by the relevant other Loan Documents, all the Lenders) as it deems appropriate and, if it so requests, or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such actionaction except for its own gross negligence or willful misconduct. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Loan Document and the Notes in accordance with a request or consent of the Required Lenders (or such greater number of Lenders as may be or, when expressly required hereby in any instance) hereby, all the Lenders), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders; provided that Lenders and all future holders of 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 Loan Document or applicable LawNotes. (b) For purposes of determining compliance with the conditions specified in Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Reliance by the Administrative Agent. (a) The Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any instrument, writing, communication, signature, resolution, representation, notice, consent, certificate, affidavit, letter, telegramtelecopy, facsimile, telex or telephone email message, electronic mail messagestatement, statement order or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, Persons and upon advice and statements of legal counsel (including counsel to any Loan Partythe Borrower), independent accountants and other experts reasonably selected by the Administrative Agent. The Administrative Agent may deem and treat the payee of any Note as the owner thereof for all purposes unless a written notice of assignment, negotiation or transfer thereof shall have been filed with the Administrative Agent. The Administrative Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Document unless it the Administrative Agent shall first receive such advice or concurrence of the Required Lenders (or, if so specified by this Agreement, all Lenders and Issuing Banks) as it deems appropriate and, if it so requests, 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 or any and the other Loan Document Documents in accordance with a request or consent of the Required Lenders (or, if so specified by this Agreement or such greater number of any other Loan Document, all Lenders as may be expressly required hereby in any instance) and Issuing Banks), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders; provided that Lenders and Issuing Banks and all future holders of 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 Loan Document or applicable LawLoans. (b) For purposes of determining compliance with the conditions specified in Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Reliance by the Administrative Agent. (a) The Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any instrument, writing, communication, signature, resolution, representation, notice, consent, certificate, affidavit, letter, telegram, facsimiletelecopy, telex or telephone teletype message, electronic mail messagestatement, statement order or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, Persons and upon advice and statements of legal counsel (including counsel to any Loan Party)counsel, independent accountants and other experts selected by the Administrative Agent. The Administrative Agent may deem and treat the payee of any Note as the owner thereof for all purposes unless such Note shall have been transferred in accordance with Section 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 or any Loan other Credit Document unless it shall first receive such advice or concurrence of the Required Lenders (or, if so specified by this Agreement, all Lenders or any other instructing group of Lenders specified by this Agreement) as it deems appropriate and, if it so requests, or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which that may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any and the other Loan Document Credit Documents in accordance with a request or consent of the Required Lenders (or, if so specified by this Agreement, all Lenders or such greater number any other instructing group of Lenders as may be expressly required hereby in any instance) specified by this Agreement), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders; provided that Lenders and all future holders of 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 Loan Document or applicable LawLoans. (b) For purposes of determining compliance with the conditions specified in Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Reliance by the Administrative Agent. (a) The Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any instrument, writing, communication, signature, resolution, representation, notice, consent, certificate, affidavit, letter, telegramtelecopy, facsimile, telex or telephone email message, electronic mail messagestatement, statement order or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, Persons and upon advice and statements of legal counsel (including counsel to any Loan Partythe Borrower), independent accountants and other experts reasonably selected by the Administrative Agent. The Administrative Agent may deem and treat the payee of any Note as the owner thereof for all purposes unless a written notice of assignment, negotiation or transfer thereof shall have been filed with the Administrative Agent. The Administrative Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Document unless it the Administrative Agent shall first receive such advice or concurrence of the Required Lenders (or, if so specified by this Agreement, all Lenders) as it deems appropriate and, if it so requests, or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which that may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any and the other Loan Document Documents in accordance with a request or consent of the Required Lenders (or, if so specified by this Agreement or such greater number of any other Loan Document, the Majority Facility Lenders as may be expressly required hereby in any instance) or all Lenders), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders; provided that Lenders and all future holders of 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 Loan Document or applicable LawLoans. (b) For purposes of determining compliance with the conditions specified in Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

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, communication, signature, resolution, representation, notice, consent, certificate, affidavit, letter, cablegram, telegram, facsimiletelecopy, telex or telephone teletype message, electronic mail messagestatement, statement order or other document or conversation reasonably believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, Persons and upon advice and statements of legal counsel (including including, without limitation, counsel to any Loan Partythe Borrowers), independent accountants and other experts selected by the Administrative Agent. The Administrative Agent may deem and treat the payee of any Note as the owner thereof for all purposes unless such Note shall have been transferred in accordance with Section 13.9 hereof. The Administrative Agent shall be fully justified in failing or refusing to take any action under any this Agreement and the other Loan Document Documents unless it shall first receive such advice or concurrence of the Required Lenders (or, when expressly required hereby or by the relevant other Loan Document, all the Lenders) as it deems appropriate and, if it so requests, or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such actionaction except 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 or any other Loan Document and the Notes in accordance with a request or consent of the Required Lenders (or such greater number of Lenders as may be or, when expressly required hereby in any instance) hereby, all the Lenders), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders; provided that Lenders and all future holders of 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 Loan Document or applicable LawNotes. (b) For purposes of determining compliance with the conditions specified in Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Reliance by the Administrative Agent. (a) 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 writing, communication, signature, resolution, representation, notice, consent, certificate, affidavit, letter, telegram, facsimiletelecopy, telex or telephone teletype message, electronic mail messagestatement, statement order or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, Persons and upon advice and statements of legal counsel (including counsel to any Loan Partythe Borrower), independent accountants and other experts selected by the Administrative Agent. The Administrative Agent may deem and treat the payee of any Note as the owner thereof for all purposes unless such Note shall have been transferred in accordance with Section 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 time of making such request or giving such authority or consent, is the holder of any Note shall be conclusive and binding on any subsequent holder, transferee, assignee or endorsee, as the case may be, of such Note or of any Note or Notes issued in exchange therefor. The Administrative Agent shall be fully justified as between itself and the Lenders in failing or refusing to take any action under this Agreement or any other Loan Document unless it shall first receive such advice or concurrence of the Required Lenders and/or such other requisite percentage of the Lenders as is required pursuant to Section 10.1(a) as it deems appropriate and, if it so requests, or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or and any Notes and the other Loan Document Documents in accordance with a request or consent of the Required Lenders (or and/or such greater number other requisite percentage of the Lenders as may be expressly is required hereby in any instance) pursuant to Section 10.1(a), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders; provided that Lenders and all future holders of 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 Loan Document or applicable LawTerm Loans. (b) For purposes of determining compliance with the conditions specified in Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Reliance by the Administrative Agent. (a) The Administrative Agent shall be entitled to relyrely upon, and shall be fully protected in relyingrelying and shall not incur any liability for relying upon, upon any writingnotice, request, certificate, consent, communication, signaturestatement, resolutioninstrument, representation, notice, consent, certificate, affidavit, letter, telegram, facsimile, telex document or telephone other writing (including any electronic message, electronic mail message, statement Internet or intranet website posting or other document or conversation distribution) believed by it to be genuine and correct and to have been signed, sent or otherwise authenticated by the proper Person, including any certification pursuant to Section 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 or PersonsPerson, and upon advice shall be fully protected in relying and statements shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan, or the issuance, extension, renewal or increase of a Letter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender or 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 who may be counsel to any Loan Partyfor the Borrowers), independent accountants and other experts selected by the Administrative Agent. The Administrative Agent it, and shall not be fully justified in failing or refusing to take liable for any action under any Loan Document unless it shall first receive such advice taken or concurrence of the Required Lenders as it deems appropriate and, if it so requests, it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred not taken by it by reason in accordance with the advice of taking or continuing to take any such actioncounsel, accountants or experts. The Administrative Agent shall in all cases be fully protected in acting, Each Lender or in refraining from acting, under Issuing Bank that has signed this Agreement or a signature page to an Assignment and Assumption or any other Loan Document in accordance with pursuant to which it is to become a request Lender or consent of the Required Lenders (or such greater number of Lenders as may be expressly required hereby in any instance) and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders; 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 Loan Document or applicable Law. (b) For purposes of determining compliance with the conditions specified in Section 4.01, each Lender that has signed this Agreement Issuing Bank hereunder shall be deemed to have consented to, approved or and accepted or to and shall be deemed satisfied with, 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 or approved by or be acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection theretoor 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, communication, signature, resolution, representation, notice, consent, ,certificate, affidavit, letter, cablegram, telegram, facsimiletelecopy, telex or telephone teletype message, electronic mail messagestatement, statement order or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, Persons and upon advice and statements of legal counsel (including including, without limitation, counsel to any Loan Partythe Credit Parties), independent accountants and other experts selected by the Administrative Agent. The Administrative Agent may deem and treat the payee of any Note as the owner thereof for all purposes unless such Note shall have been transferred in accordance with Section 13.9 hereof. The Administrative Agent shall be fully justified in failing or refusing to take any action under any this Agreement and the other Loan Document Documents unless it shall first receive such advice or concurrence of the Required Lenders (or, when expressly required hereby or by the relevant other Loan Document, all the Lenders) as it deems appropriate and, if it so requests, or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such actionaction except for its own gross negligence or willful misconduct. The Administrative Agent shall in all cases be fully 74 protected in acting, or in refraining from acting, under this Agreement or any other Loan Document and the Notes in accordance with a request or consent of the Required Lenders (or such greater number of Lenders as may be or, when expressly required hereby in any instance) hereby, all the Lenders), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders; provided that Lenders and all future holders of 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 Loan Document or applicable LawNotes. (b) For purposes of determining compliance with the conditions specified in Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Reliance by the Administrative Agent. (a) The Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any Note, entries maintained in the Register, writing, communication, signature, resolution, representation, notice, consent, certificate, affidavit, letter, cablegram, telegram, facsimiletelecopy, telex or telephone teletype message, electronic mail messagestatement, statement order or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, Persons and upon advice and statements of legal counsel (including including, without limitation, counsel to any Loan Partythe Borrower), independent accountants and other experts selected by the Administrative Agent. The Administrative Agent may deem and treat the payee of any Note as the owner thereof for all purposes unless a written notice of assignment, negotiation or transfer thereof shall have been filed with the Administrative Agent. The Administrative Agent shall be fully justified in failing or refusing to take any action under any Loan Credit Document unless it shall first receive such advice or concurrence of the Required Lenders (or, where a higher percentage of the Lenders is expressly required hereunder, such Lenders) as it deems appropriate and, if it so requests, or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Loan Credit Document in accordance with a request or consent of the Required Lenders (or such greater number unless a higher percentage of Lenders as may be is expressly required hereby in any instance) required), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders; provided that Lenders and all future holders of 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 Loan Document or applicable LawNotes. (b) For purposes of determining compliance with the conditions specified in Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Reliance by the Administrative Agent. (a) The Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any instrument, writing, communication, signature, resolution, representation, notice, consent, certificate, affidavit, letter, telegram, facsimiletelecopy, telex or telephone teletype message, electronic mail messagestatement, statement order or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, Persons and upon advice and statements of legal counsel (including counsel to any Loan Partythe 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 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 any the applicable Loan Document unless it shall first receive such advice or concurrence of the Required Lenders (or, if so specified by this Agreement, all Lenders or the Majority Facility Lenders in respect of any Facility) as it deems appropriate and, if it so requests, or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which that may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other the applicable Loan Document Documents in accordance with a request or consent of the Required Lenders (or, if so specified by this Agreement, all Lenders or such greater number the Majority Facility Lenders in respect of Lenders as may be expressly required hereby in any instance) Facility), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders; provided that Lenders and all future holders of 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 Loan Document or applicable LawLoans. (b) For purposes of determining compliance with the conditions specified in Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Reliance by the Administrative Agent. (a) 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 writing, communication, signature, resolution, representation, notice, consent, certificate, affidavit, letter, telegram, facsimiletelecopy, telex or telephone teletype message, electronic mail messagestatement, statement order or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, Persons and upon advice and statements of legal counsel (including counsel to any Loan Partythe Borrower), independent accountants and other experts selected by the Administrative Agent. The Administrative Agent may deem and treat the payee of any Note as the owner thereof for all purposes unless such Note shall have been transferred in accordance with 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 time of making such request or giving such authority or consent, is the holder of any Note shall be conclusive and binding on any subsequent holder, transferee, assignee or endorsee, as the case may be, of such Note or of any Note or Notes issued in exchange therefor. The Administrative Agent shall be fully justified as between itself and the Lenders in failing or refusing to take any action under this Agreement or any other Loan Document unless it shall first receive such advice or concurrence of the Required Lenders and/or such other requisite percentage of the Lenders as is required pursuant to subsection 10.1(a) as it deems appropriate and, if it so requests, or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or and any Notes and the other Loan Document Documents in accordance with a request or consent of the Required Lenders (or and/or such greater number other requisite percentage of the Lenders as may be expressly is required hereby in any instance) pursuant to subsection 10.1(a), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders; provided that Lenders and all future holders of 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 Loan Document or applicable LawLoans. (b) For purposes of determining compliance with the conditions specified in Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

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, communication, signature, resolution, representation, notice, consent, certificate, affidavit, letter, cablegram, telegram, facsimileemail, telecopy, telex or telephone teletype message, electronic mail messagestatement, statement order or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, Persons and upon advice and statements of legal counsel (including including, without limitation, counsel to any Loan Partythe Borrower), independent accountants and other experts selected by the Administrative Agent. The Administrative Agent shall be fully justified in failing or refusing to take any action under any this Agreement and the other Loan Document Documents unless it shall first receive such advice or concurrence of the Required Lenders (or, when expressly required hereby or by the relevant other Loan Documents, all the Lenders) as it deems appropriate and, if it so requests, or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such actionaction except for its own gross negligence or willful misconduct. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Loan Document in accordance with a request or consent of the Required Lenders (or such greater number of Lenders as may be or, when expressly required hereby in any instance) hereby, all the Lenders), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders; 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 Loan Document or applicable Law. (b) For purposes of determining compliance with the conditions specified in Section 4.014.02, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto. (c) The Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or applicable law, including for the avoidance of doubt, any action that may be in violation of the automatic stay under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any Federal, state or foreign bankruptcy, insolvency, receivership or similar law.

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, communication, signature, resolution, representation, notice, consent, certificate, affidavit, letter, cablegram, telegram, facsimiletelecopy, telex or telephone teletype message, electronic mail messagestatement, statement order or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, Persons and upon advice and statements of legal counsel (including counsel to any Loan Partythe Credit Parties), independent accountants and other experts selected by the Administrative Agent. The Administrative Agent shall be fully justified in failing or refusing to take any action under any this Agreement and the other Loan Document Documents unless it shall first receive such advice or concurrence of the Required Lenders (or, when expressly required hereby or by the relevant other Loan Documents, all the Lenders) as it deems appropriate and, if it so requests, or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such actionaction except for its own gross negligence or willful misconduct. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Loan Document in accordance with a request or consent of the Required Lenders (or such greater number of Lenders as may be or, when expressly required hereby in any instance) hereby, all the Lenders), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders; 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 Loan Document or applicable Law. (b) For purposes of determining compliance with the conditions specified in Section 4.015.2, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Reliance by the Administrative Agent. (a) The Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, instrument, document, communication, signature, resolution, representation, notice, consent, certificate, affidavit, letter, telegram, facsimile, telex or telephone message, electronic mail message, statement or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, and and/or upon advice and statements of legal counsel (including counsel to any Loan Party), independent accountants and other experts selected by the Administrative Agent. The Administrative Agent shall be fully justified in failing or refusing to take any action under any Loan Document unless it shall first receive such advice or concurrence of the Required Lenders as it deems appropriate and, if it so requests, it shall first be indemnified to its satisfaction by the Lenders 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 or any other Loan Document in accordance with a request or consent of the Required Lenders (or such greater number of Lenders as may be expressly required hereby in any instance) and such request and any action taken or failure to act pursuant thereto shall be binding upon all the LendersLenders and L/C Issuers; provided 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 Loan Document or applicable Law. (b) For purposes of determining compliance with the conditions specified in Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Reliance by the Administrative Agent. (a) The Administrative Agent shall be entitled to relyrely upon, and shall be fully protected in relyingrelying and shall not incur any liability for relying upon, upon any writingnotice, request, certificate, consent, communication, signaturestatement, resolutioninstrument, representation, notice, consent, certificate, affidavit, letter, telegram, facsimile, telex document or telephone other writing (including any electronic message, electronic mail message, statement Internet or intranet website posting or other document or conversation distribution) believed by it to be genuine and correct and to have been signed, sent or otherwise authenticated by the proper Person, including any certification pursuant to Section 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 PersonsPerson, and upon advice shall be fully protected in relying and statements shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan, or the issuance, extension, renewal or increase of a Letter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender or 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 who may be counsel to any Loan Partyfor the Borrower), independent accountants and other experts selected by the Administrative Agent. The Administrative Agent it, and shall not be fully justified in failing or refusing to take any action under any Loan Document unless it shall first receive such advice or concurrence of the Required Lenders as it deems appropriate and, if it so requests, it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Loan Document in accordance with a request or consent of the Required Lenders (or such greater number of Lenders as may be expressly required hereby in any instance) and such request and liable for any action taken or failure to act pursuant thereto shall be binding upon all not taken by it in accordance with the Lenders; provided that the Administrative Agent shall not be required to take advice of any action that, in its opinion or in the opinion of its such counsel, may expose the Administrative Agent to liability accountants or that is contrary to any Loan Document experts. Each Lender or applicable Law. (b) For purposes of determining compliance with the conditions specified in Section 4.01, each Issuing Lender that has signed this Agreement or a signature page to an Assignment and Assumption or any other Loan Document pursuant to which it is to become a Lender or Issuing Lender hereunder shall be deemed to have consented to, approved or and accepted or to be and shall deemed satisfied with, 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 or approved by or be acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection theretoor Issuing Lender.

Reliance by the Administrative Agent. (a) The Administrative Agent ADMINISTRATIVE AGENT shall be entitled to rely, and shall be fully protected in relying, upon any writing, communication, signature, resolution, representation, notice, consent, certificate, affidavit, letter, cablegram, telegram, facsimiletelecopy, telex or telephone teletype message, electronic mail messagestatement, statement order or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person PERSON or Persons, PERSONS and upon advice and statements of legal counsel (including including, without limitation, counsel to any Loan Partythe BORROWER), 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 as the owner thereof for all purposes unless such NOTE shall have been transferred in accordance with the applicable provisions of this AGREEMENT. The 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 or any Loan Document of the other CREDIT DOCUMENTS or which otherwise relates to the BORROWER or the COLLATERAL, unless it the ADMINISTRATIVE AGENT shall first receive such advice or concurrence of the Required Lenders as it deems appropriate andREQUIRED LENDERS, if it so requests, it shall first be 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 or any other Loan Document AGREEMENT and the NOTES in accordance with a request or consent of the Required Lenders (or such greater number of Lenders as may be expressly required hereby in any instance) REQUIRED LENDERS and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders; provided that LENDERS and all future holders of 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 Loan Document or applicable LawNOTES. (b) For purposes of determining compliance with the conditions specified in Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

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, communication, signature, resolution, representation, notice, consent, certificate, affidavit, letter, cablegram, telegram, facsimiletelecopy, telex or telephone teletype message, electronic mail messagestatement, statement order or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, Persons and upon advice and statements of legal counsel (including including, without limitation, counsel to any Loan Partythe Borrower), independent accountants and other experts selected by the Administrative Agent. The Administrative Agent may deem and treat the holder of any Revolving Credit Loan as the owner thereof for all purposes unless such Revolving Credit Loan shall have been transferred in accordance with Section 14.10 hereof. The Administrative Agent shall be fully justified in failing or refusing to take any action under any this Agreement and the other Loan Document Documents unless it shall first receive such advice or concurrence of the Required Lenders (or, when expressly required hereby or by the relevant other Loan Document, all the Lenders) as it deems appropriate and, if it so requests, or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such actionaction except for its own gross negligence or willful misconduct. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any and the other Loan Document Documents in accordance with a request or consent of the Required Lenders (or such greater number of Lenders as may be or, when expressly required hereby in any instance) hereby, all the Lenders), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders; provided that Lenders and all future holders of 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 Loan Document or applicable LawLoans. (b) For purposes of determining compliance with the conditions specified in Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Reliance by the Administrative Agent. (a) The Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, communication, signature, resolution, representation, notice, consent, certificate, affidavit, letter, telegram, facsimile, telex or telephone message, electronic mail message, statement or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, and upon advice and statements of legal counsel (including counsel to any Loan Partythe Borrower), independent accountants and other experts selected by the Administrative Agent. The Administrative Agent shall be fully justified in failing or refusing to take any action under this Agreement or any Loan other Financing Document unless (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, (b) if such action is not specifically provided for in the Financing Documents to which the Administrative Agent is a party, and it shall first receive not have received such advice or concurrence of the Required Lenders as it deems appropriate andappropriate, (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, it 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 or any other Loan Financing Document in accordance with a request or consent of the Required Lenders (or such greater number of Lenders as may be expressly required hereby in any instance) and such request and any action taken or failure to act pursuant thereto shall be binding upon all of the 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 Administrative Agent to liability or that is contrary to any Loan Document or applicable LawFinancing Parties. (b) For purposes of determining compliance with the conditions specified in Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Reliance by the Administrative Agent. (a) The Administrative Agent shall be entitled to relyrely upon, and shall be fully protected in relyingnot incur any liability for relying upon, upon any writingnotice, communicationrequest, signature, resolution, representation, noticecertificate, consent, certificatestatement, affidavitinstrument, letter, telegram, facsimile, telex document or telephone other writing (including any electronic message, electronic mail message, statement Internet or intranet website posting or other document or conversation distribution) believed by it to be genuine and correct and to have been signed, sent or otherwise authenticated by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person or PersonsPerson, and upon advice 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 who may be counsel to any Loan Partyfor the Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the Administrative Agentadvice of any such counsel, accountants or experts. The Administrative Agent shall be fully justified in failing or refusing to take any action under any Loan Document unless it shall first receive such advice or concurrence of the Required Requisite Lenders as it deems appropriate and, if it so requests, it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Loan Document in accordance with a request or consent of the Required 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; 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 Loan Document or applicable Law. (b) For purposes of determining compliance with the conditions specified in Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Reliance by the Administrative Agent. (a) The Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any Note, entries maintained in the Register, writing, communication, signature, resolution, representation, notice, consent, certificate, affidavit, letter, cablegram, telegram, facsimiletelecopy, telex or telephone teletype message, electronic mail messagestatement, statement order or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, Persons and upon advice and statements of legal counsel (including including, without limitation, counsel to any Loan Partythe Borrowers), independent accountants and other experts selected by the Administrative Agent. The Administrative Agent may deem and treat the payee of any Note as the owner thereof for all purposes unless a written notice of assignment, negotiation or transfer thereof shall have been filed with the Administrative Agent. The Administrative Agent shall be fully justified in failing or refusing to take any action under any Loan Credit Document unless it shall first receive such advice or concurrence of the Required Lenders (or, where a higher percentage of the Lenders is expressly required hereunder, such Lenders) as it deems appropriate and, if it so requests, or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Loan Credit Document in accordance with a request or consent of the Required Lenders (or such greater number unless a higher percentage of Lenders as may be is expressly required hereby in any instance) required), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders; provided that Lenders and all future holders of 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 Loan Document or applicable LawNotes. (b) For purposes of determining compliance with the conditions specified in Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

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, communication, signature, resolution, representation, notice, consent, certificate, affidavit, letter, cablegram, telegram, facsimiletelecopy, telex or telephone teletype message, electronic mail messagestatement, statement order or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, Persons and upon advice and statements of legal counsel (including including, without limitation, counsel to any Loan Partythe Borrower), independent accountants and other experts selected by the Administrative Agent. The Administrative Agent shall be fully justified in failing or refusing to take any action under any this Agreement and the other Loan Document Documents unless it shall first receive such advice or concurrence of the Required Lenders (or, when expressly required hereby or by the relevant other Loan Documents, all the Lenders) as it deems appropriate and, if it so requests, or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such actionaction except for its own gross negligence or willful misconduct. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Loan Document in accordance with a request or consent of the Required Lenders (or such greater number of Lenders as may be or, when expressly required hereby in any instance) hereby, all the Lenders), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders; 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 Loan Document or applicable Law. (b) For purposes of determining compliance with the conditions specified in Section 4.014.02, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

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, communication, signature, resolution, representation, notice, consent, certificate, affidavit, letter, telegramtelecopy, facsimiletelex, telex e-mail or telephone teletype message, electronic mail messagestatement, statement order or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, Persons and upon advice and statements of legal counsel (including including, without limitation, counsel to any Loan Partythe Borrower, 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 each Lender as the owner 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 Loan Agreement or any Loan other Transaction Document unless it shall first receive such advice or concurrence of the Required Lenders as it deems appropriate and, if it so requests, or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. 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 Loan Agreement or any and the other Loan Document Transaction Documents in accordance with a request or consent of the Required Lenders (or such greater number of Lenders as may be expressly required hereby in any instance) Lenders, and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders; provided that Lenders and all future holders of an interest in any of 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 Loan Document or applicable LawLender Notes. (b) For purposes of determining compliance with the conditions specified in Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Reliance by the Administrative Agent. (a) The Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, communication, signature, resolution, representation, notice, consent, certificate, affidavit, letter, telegram, facsimile, electronic mail, telex or telephone message, electronic mail message, statement or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, and upon advice and statements of legal counsel (including counsel to any Loan Partythe Borrower), independent accountants and other experts selected by the Administrative Agent. The Administrative Agent may deem and treat the payee of any Note as the owner thereof for all purposes unless a completed and fully executed Assignment and Assumption shall have been delivered to the Administrative Agent. The Administrative Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Document unless it shall first receive such advice or concurrence of the Required Lenders or all Lenders or the Issuing Bank, as the case may be, as it deems appropriate 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 Agreement, the Notes or any of the other Loan Document Documents in accordance with a request or consent of the Required Lenders (or such greater number of Lenders all Lenders, or the Issuing Bank, as the case may be, as may be expressly required hereby in any instance) required, and such request and any action taken or failure to act pursuant thereto shall be binding upon all of the Lenders; provided that Lenders and the Administrative Agent shall not be required to take any action that, in its opinion or in Issuing Bank and all future holders of the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or applicable LawNotes. (b) For purposes of determining compliance with the conditions precedent specified in Section 4.01Article IV for the initial Loans, each Lender and the Issuing Bank that has signed executed this Agreement or shall hereafter execute and deliver an Assignment and Assumption in accordance with Section 9.4 shall be deemed to have consented to, approved or accepted or to be satisfied with, with each document or other matter either sent by the Administrative Agent to such Lender and the Issuing Bank, as the case may be, for consent, approval, acceptance or satisfaction, or required thereunder hereunder to be consented to or approved by or acceptable or satisfactory to a the Lender unless or the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection theretoIssuing Bank.

Reliance by the Administrative Agent. (a) The Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, communication, signature, resolution, representation, notice, consent, certificate, affidavit, letter, telegram, facsimiletelecopy, telex or telephone teletype message, electronic mail messagestatement, statement order or other document or conversation instruction believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, Persons and upon advice and statements of legal counsel (including counsel to any Loan Partythe Borrower), independent accountants and other experts selected by the Administrative Agent. The Administrative Agent may deem and treat the Lender specified in the Register with respect to any amount owing hereunder as the owner thereof for all purposes unless a written notice of assignment, negotiation or transfer thereof shall have been filed with the Administrative Agent. The Administrative Agent shall be fully justified in failing or refusing to take any action under this Agreement or any Loan other Credit Document unless it shall first receive such advice or concurrence of the Required Majority Lenders as it deems appropriate and, if it so requests, 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 or any and the other Loan Document Credit Documents in accordance with a request or consent of the Required Lenders (or such greater number of Lenders as may be expressly required hereby in any instance) Majority Lenders, and such request and any action taken or failure to act pursuant thereto shall be binding upon all the LendersLenders and all future holders of the Loans; provided that the Administrative Agent shall not be required to take any action that, in its opinion or in the opinion of its counsel, may expose the Administrative Agent it to liability or that is contrary to any Loan Credit Document or applicable Requirements of Law. (b) . For purposes of determining compliance with the conditions specified in Section 4.01Article VI and Article VII on the Effective Date, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Effective Date specifying its objection thereto.

Reliance by the Administrative Agent. (a) The Administrative Agent shall be entitled to relyrely upon, and shall be fully protected in relyingnot incur any liability for relying upon, upon any writingnotice, communicationrequest, signature, resolution, representation, noticecertificate, consent, certificatestatement, affidavitinstrument, letter, telegram, facsimile, telex document or telephone other writing (including any electronic message, electronic mail message, statement Internet or intranet website posting or other document or conversation distribution) believed by it to be genuine and correct and to have been signed, sent or otherwise authenticated by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person or PersonsPerson, and upon advice and statements shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan, or the issuance of a Letter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender 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 who may be counsel to any Loan Partyfor the Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the Administrative Agentadvice of any such counsel, accountants or experts. The Administrative Agent shall be fully justified in failing or refusing to take any action under any Loan Document unless it shall first receive such advice or concurrence of the Required Requisite Lenders as it deems appropriate and, if it so requests, it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Loan Document in accordance with a request or consent of the Required 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; 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 Loan Document or applicable Law. (b) For purposes of determining compliance with the conditions specified in Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

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, communication, signature, resolution, representation, notice, consent, certificate, affidavit, letter, cablegram, telegram, facsimiletelecopy, telex or telephone teletype message, electronic mail messagestatement, statement order or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, Persons and upon advice and statements of legal counsel (including including, without limitation, counsel to any Loan Partythe Borrowers), independent accountants and other experts selected by the Administrative Agent. The Administrative Agent may deem and treat the payee of any Note as the owner thereof for all purposes unless such Note shall have been transferred in accordance with Section 14.9. The Administrative Agent shall be fully justified in failing or refusing to take any action under any this Agreement and the other Loan Document Documents unless it shall first receive such advice or concurrence of the Required Lenders (or, when expressly required hereby or by the relevant other Loan Documents, all the Lenders) as it deems appropriate and, if it so requests, or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such actionaction except for its own gross negligence or willful misconduct. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Loan Document and the Notes in accordance with a request or consent of the Required Lenders (or such greater number of Lenders as may be or, when expressly required hereby in any instance) hereby, all the Lenders), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders; provided that Lenders and all future holders of 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 Loan Document or applicable LawNotes. (b) For purposes of determining compliance with the conditions specified in Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Reliance by the Administrative Agent. (a) The Administrative Agent shall be entitled to relyrely upon, and shall be fully protected in relyingnot incur any liability for relying upon, upon any writingnotice, communicationrequest, signature, resolution, representation, noticecertificate, consent, certificatestatement, affidavitinstrument, letter, telegram, facsimile, telex document or telephone other writing (including any electronic message, electronic mail message, statement internet or intranet website posting or other document or conversation distribution) believed by it to be genuine and correct and to have been signed, sent or otherwise authenticated by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person or PersonsPerson, and upon advice 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 who may be counsel to any Loan Partyfor the Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts. The Administrative Agent may deem and treat the payee of any Note as the owner thereof for all purposes unless a written notice of assignment, negotiation or transfer thereof shall have been filed with the Administrative Agent. The Administrative Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Document unless it shall first receive such advice or concurrence of the Required Lenders (or such other number or percentage of Lenders as shall be provided for herein or in the other Loan Documents) as it deems appropriate and, if it so requests, or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which that may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any and the other Loan Document Documents in accordance with a request or consent of the Required Lenders (or such greater other number or percentage of Lenders as may shall be expressly required hereby provided for herein or in any instance) the other Loan Documents), and such request and any action taken or failure to act pursuant thereto shall be binding upon the Lenders and all future holders of the Lenders; 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 Loan Document or applicable LawLoans. (b) For purposes of determining compliance with the conditions specified in Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Reliance by the Administrative Agent. (a) The Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, communication, signature, resolution, representation, notice, consent, certificate, affidavit, letter, telegram, facsimile, telex or telephone message, electronic mail message, statement or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, and upon advice and statements of legal counsel (including counsel to any Loan Secured Party), independent accountants and other experts selected by the Administrative Agent. The Administrative Agent shall be fully justified in failing or refusing to take any discretionary action under any Loan Collateral Document unless it shall first receive such advice or concurrence of the Required Lenders Secured Parties as it deems appropriate and, if it so requests, it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such actionappropriate. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Loan Collateral Document in accordance with a direction, request or consent of the Required Lenders Secured Parties (or such greater other number or percentage of Lenders Secured Parties as may shall be expressly required hereby hereunder or pursuant to the applicable Secured Agreement in any instancethe circumstances) and such request and any action taken or failure to act pursuant thereto shall be binding upon all the LendersSecured 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 Loan Collateral Document or Secured Agreement or applicable Law. . The Administrative Agent may rely conclusively on the advice of (bi) For purposes with respect to the Other Secured Agreement, the applicable Secured Notes Trustees and (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 determining compliance with the conditions specified in Section 4.01, each Lender that has signed this Agreement Secured Parties as shall be deemed to have consented to, approved required hereunder or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior pursuant to the proposed Closing Date specifying its objection theretoapplicable Secured Agreement in the circumstances).

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, communication, signature, resolution, representation, notice, consent, certificate, affidavit, letter, cablegram, telegram, facsimiletelecopy, telex or telephone teletype message, electronic mail messagestatement, statement order or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, Persons and upon advice and statements of legal counsel (including including, without limitation, counsel to any Loan Partythe Borrower), independent accountants and other experts selected by the Administrative Agent. The Administrative Agent may deem and treat the holder of any Revolving Credit Loan as the owner thereof for all purposes unless such Revolving Credit Loan shall have been transferred in accordance with Section 14.10 hereof. The Administrative Agent shall be fully justified in failing or refusing to take any action under any this Agreement and the other Loan Document Documents unless it shall first receive such advice or concurrence of the Required Lenders (or, when expressly required hereby or by the relevant other Loan Document, all the Lenders) as it deems appropriate and, if it so requests, or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such actionaction except for its own gross negligence or willful misconduct. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any and the other Loan Document Documents in accordance with a request or consent of the Required Lenders (or such greater number of Lenders as may be or, when expressly required hereby in any instance) hereby, all the Lenders), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders; provided that Lenders and all future holders of 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 Loan Document or applicable LawRevolving Credit Loans. (b) For purposes of determining compliance with the conditions specified in Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Reliance by the Administrative Agent. (a) The Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, communication, signature, resolution, representation, notice, consent, certificate, affidavit, letter, telegram, facsimiletelecopier, telex or telephone message, electronic mail message, statement or other document or other writing (including any electronic message, Internet or intranet website posting or other distribution) or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, and upon advice and statements of legal counsel (including counsel to any Loan Partythe 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 consult with legal counsel (who may be counsel for the Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts. The Administrative Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Document unless it shall first receive such advice or concurrence of the Required Lenders as it deems appropriate and, if it so requests, 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 or any other Loan Document in accordance with a request or consent of the Required Lenders (or such greater number of Lenders as may be expressly required hereby in any instance) and such request and any action taken or failure to act pursuant thereto shall be binding upon all of the 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 Administrative Agent to liability or that is contrary to any Loan Document or applicable Law. (b) For purposes of determining compliance with the conditions specified in Section 4.015.01, each Lender that has signed executed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter either sent by the Administrative Agent to such Lender for consent, approval, acceptance or satisfaction, or required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection theretoLender.

Reliance by the Administrative Agent. (a) The Administrative Agent shall be entitled to relyrely upon, and shall be fully protected in relyingrelying upon, upon any note, writing, communication, signature, resolution, representation, notice, consent, certificate, affidavit, letter, cablegram, telegram, facsimiletelecopy, telex or telephone teletype message, electronic mail messagestatement, statement order or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, Persons and upon advice and statements of legal counsel (including including, without limitation, counsel to any Loan Partythe Borrower), independent accountants and other experts selected by the Administrative Agent. The Administrative Agent may deem and treat the payee of any Note as the owner thereof for all purposes unless such Note shall have been transferred in accordance with Section 13.10. The ------------- Administrative Agent shall be fully justified in failing or refusing to take any action under any Loan Document this Agreement and the other Credit Documents unless it shall first receive such advice or concurrence of the Required Lenders (or, when expressly required hereby or by the relevant other Credit Document, all the Lenders) as it deems appropriate and, if it so requests, or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such actionaction except for its own gross negligence or willful misconduct. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Loan Document and the Notes in accordance with a request or consent of the Required Lenders (or such greater number of Lenders as may be or, when expressly required hereby in any instance) hereby, all the Lenders), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders; provided that Lenders and all future holders of 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 Loan Document or applicable LawNotes. (b) For purposes of determining compliance with the conditions specified in Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Reliance by the Administrative Agent. (a) The Administrative Agent shall be entitled to relyrely upon, and shall be fully protected in relyingrelying and shall not incur any liability for relying upon, upon any writingnotice, request, certificate, consent, communication, signaturestatement, resolutioninstrument, representation, notice, consent, certificate, affidavit, letter, telegram, facsimile, telex document or telephone other writing (including any electronic message, electronic mail message, statement Internet or intranet website posting or other document or conversation distribution) believed by it to be genuine and correct and to have been signed, sent or otherwise authenticated by the proper Person, including any certification pursuant to Section 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 PersonsPerson, and upon advice shall be fully protected in relying and statements shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan that by its terms must be fulfilled to the satisfaction of a Lender, the Administrative Agent may presume that such condition is satisfactory to such Lender unless the Administrative Agent shall have received notice to the contrary from such Lender prior to the making of such Loan. The Administrative Agent may consult with legal counsel (including who may be counsel to any Loan Partyfor the Borrower), independent accountants and other experts selected by the Administrative Agent. The Administrative Agent it, and shall not be fully justified in failing or refusing to take any action under any Loan Document unless it shall first receive such advice or concurrence of the Required Lenders as it deems appropriate and, if it so requests, it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Loan Document in accordance with a request or consent of the Required Lenders (or such greater number of Lenders as may be expressly required hereby in any instance) and such request and liable for any action taken or failure to act pursuant thereto shall be binding upon all not taken by it in accordance with the Lenders; provided that the Administrative Agent shall not be required to take advice of any action that, in its opinion or in the opinion of its such counsel, may expose the Administrative Agent to liability accountants or that is contrary to any Loan Document or applicable Law. (b) For purposes of determining compliance with the conditions specified in Section 4.01, each experts. Each Lender that has signed this Agreement or a signature page to an Assignment and Assumption or any other Loan Document pursuant to which it is to become a Lender hereunder shall be deemed to have consented to, approved or and accepted or to be and shall deemed satisfied with, with each document or other matter required thereunder to be consented to, approved or accepted by such Lender or that is to or approved by or be acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection theretoLender.

Reliance by the Administrative Agent. (a) The Administrative Agent shall be entitled to relyrely upon, and shall be fully protected in relyingrelying and shall not incur any liability for relying upon, upon any writingnotice, request, certificate, consent, communication, signaturestatement, resolutioninstrument, representation, notice, consent, certificate, affidavit, letter, telegram, facsimile, telex document or telephone other writing (including any electronic message, electronic mail message, statement Internet or intranet website posting or other document or conversation distribution) believed by it to be genuine and correct and to have been signed, sent or otherwise authenticated by the proper Person, including any certification pursuant to Section 8.9. 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 PersonsPerson, and upon advice shall be fully protected in relying and statements shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan that by its terms must be fulfilled to the satisfaction of a Lender, the Administrative Agent may presume that such condition is satisfactory to such Lender unless the Administrative Agent shall have received notice to the contrary from such Lender prior to the making of such Loan. The Administrative Agent may consult with legal counsel (including who may be counsel to any Loan Partyfor the Company), independent accountants and other experts selected by the Administrative Agent. The Administrative Agent it, and shall not be fully justified in failing or refusing to take any action under any Loan Document unless it shall first receive such advice or concurrence of the Required Lenders as it deems appropriate and, if it so requests, it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Loan Document in accordance with a request or consent of the Required Lenders (or such greater number of Lenders as may be expressly required hereby in any instance) and such request and liable for any action taken or failure to act pursuant thereto shall be binding upon all not taken by it in accordance with the Lenders; provided that the Administrative Agent shall not be required to take advice of any action that, in its opinion or in the opinion of its such counsel, may expose the Administrative Agent to liability accountants or that is contrary to any Loan Document or applicable Law. (b) For purposes of determining compliance with the conditions specified in Section 4.01, each experts. Each Lender that has signed this Agreement or a signature page to an Assignment and Assumption or any other Credit Document pursuant to which it is to become a Lender hereunder shall be deemed to have consented to, approved or and accepted or to be and shall deemed satisfied with, with each document or other matter required thereunder to be consented to, approved or accepted by such Lender or that is to or approved by or be acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection theretoLender.

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, communication, signature, resolution, representation, notice, consent, certificate, affidavit, letter, cablegram, telegram, facsimiletelecopy, telex or telephone teletype message, electronic mail messagestatement, statement order or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, Persons and upon advice and statements of legal counsel (including without limitation counsel to any Loan Partythe Borrowers), independent accountants and other experts selected by the Administrative Agent. The Administrative Agent may deem and treat the payee of any Note as the owner thereof for all purposes unless such Note shall have been transferred in accordance with Section 13.10 hereof. The Administrative Agent ------------- shall be fully justified in failing or refusing to take any action under any this Agreement and the other Loan Document Documents unless it shall first receive such advice or concurrence of the Required Lenders (or, when expressly required hereby or by the relevant other Loan Document, all the Lenders) as it deems appropriate and, if it so requests, or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such actionaction except for its own gross negligence or willful misconduct. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Loan Document and the Notes in accordance with a request or consent of the Required Lenders (or such greater number of Lenders as may be or, when expressly required hereby in any instance) hereby, all the Lenders), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders; provided that Lenders and all future holders of 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 Loan Document or applicable LawNotes. (b) For purposes of determining compliance with the conditions specified in Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Reliance by the Administrative Agent. (a) The Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, communication, signature, resolution, representation, notice, consent, certificate, affidavit, letter, telegram, facsimile, telex or telephone message, electronic mail message, statement or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, and upon advice and statements of legal counsel (including counsel to any Loan Party), independent accountants and other experts selected by the Administrative Agent. The Administrative Agent shall be fully justified in failing or refusing to take any action under any Loan Document unless it shall first receive such advice or concurrence of the Required Lenders as it deems appropriate and, if it so requests, it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Loan Document in accordance with a request or consent of the Required Lenders (or such greater number of Lenders as may be expressly required hereby in any instance) and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders; 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 Loan Document or applicable Law. (b) For purposes of determining compliance with the conditions specified in Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Reliance by the Administrative Agent. (a) The Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any instrument, writing, communication, signature, resolution, representation, notice, consent, certificate, affidavit, letter, telegram, facsimiletelecopy, telex or telephone teletype message, electronic mail messagestatement, statement order or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, Persons and upon advice and statements of legal counsel (including counsel to any Loan Partythe Borrower), independent accountants and other experts selected by the Administrative Agent. The Administrative Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Document unless it shall first receive such advice or concurrence of the Required Lenders (or, if so specified by this Agreement, all Lenders) as it deems appropriate and, if it so requests, or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which that may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any and the other Loan Document Documents in accordance with a request or consent of the Required Lenders (or such greater number of Lenders as may be expressly required hereby in any instance) or, if so specified by this Agreement, all Lenders), and such request and any action taken or failure to act pursuant thereto shall be binding upon all Lenders and all future holders of the 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 Administrative Agent to liability or that is contrary to any Loan Document or applicable LawLoans. (b) For purposes of determining compliance with the conditions specified in Section 4.014.02, absent Requisite Notice by such Lender to the Administrative Agent to the contrary, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter either sent by the Administrative Agent to each Lender for consent, approval, acceptance or satisfaction, or required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection theretoLender.

Reliance by the Administrative Agent. (a) The Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any Credit Document, writing, communication, signature, resolution, representation, notice, consent, certificate, affidavit, letter, cablegram, telegram, facsimiletelecopy, telex or telephone teletype message, electronic mail messagestatement, statement order or other document or conversation believed by it in good faith to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, Persons and upon advice and statements of legal counsel (including including, without limitation, counsel to any Loan Partythe Borrowers), independent accountants and other experts selected by the Administrative Agent. The Administrative Agent may deem and treat the payee of any Note 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 Administrative Agent. The Administrative Agent shall be fully justified in failing or refusing to take any action under any Loan Document this Credit Agreement unless it shall first receive such advice or concurrence of the Required Lenders as it deems appropriate and, if it so requests, or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Loan Document of the Credit Documents in accordance with a request or consent of the Required Lenders (or such greater number all of Lenders the Lenders, as may be expressly required hereby in any instance) under this Credit Agreement, and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders; provided that Lenders and all future holders of 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 Loan Document or applicable LawNotes. (b) For purposes of determining compliance with the conditions specified in Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Reliance by the Administrative Agent. (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 refrain from taking any action or to withhold any approval and shall not be 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 accordance with the instructions of the Required Lenders (or all or such other portion of the Lenders as shall be prescribed by this Agreement) and, notwithstanding the instructions of the Required Lenders (or such other applicable portion of the Lenders), an Agent shall have no obligation to any Lender to take any action if it believes, in good faith, that such action would violate Applicable Law or exposes an Agent to any liability for which it has not received satisfactory indemnification in accordance with the provisions of Section 10.4(c). (b) The Administrative Agent shall be entitled to relyrely upon, and shall be fully protected in relyingnot incur any liability for relying upon, upon any writingnotice, communicationrequest, signature, resolution, representation, noticecertificate, consent, certificatestatement, affidavitinstrument, letter, telegram, facsimile, telex document or telephone other writing (including any electronic message, electronic mail message, statement Internet or intranet website posting or other document or conversation distribution) believed by it to be genuine and correct and to have been signed, sent or otherwise authenticated by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person or PersonsPerson, and upon advice 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 who may be counsel to any Loan Partyfor the Borrower), independent accountants and other experts selected by the Administrative Agent. The Administrative Agent it, and shall not be fully justified in failing or refusing to take any action under any Loan Document unless it shall first receive such advice or concurrence of the Required Lenders as it deems appropriate and, if it so requests, it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Loan Document in accordance with a request or consent of the Required Lenders (or such greater number of Lenders as may be expressly required hereby in any instance) and such request and liable for any action taken or failure to act pursuant thereto shall be binding upon all not taken by it in accordance with the Lenders; provided that the Administrative Agent shall not be required to take advice of any action that, in its opinion or in the opinion of its such counsel, may expose the Administrative Agent to liability accountants or that is contrary to any Loan Document or applicable Lawexperts. (b) For purposes of determining compliance with the conditions specified in Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

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, communication, signature, resolution, representation, notice, consent, certificate, affidavit, letter, cablegram, telegram, facsimiletelecopy, telex or telephone teletype message, electronic mail messagestatement, statement order or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, Persons and upon advice and statements of legal counsel (including including, without limitation, counsel to any Loan Partythe Borrower), independent accountants and other experts selected by the Administrative Agent. The Administrative Agent may deem and treat the holder of any Revolving Credit Loan as the owner thereof for all purposes unless such Revolving Credit Loan shall have been transferred 48 <PAGE> 49in accordance with Section 14.10 hereof. The Administrative Agent shall be fully justified in failing or refusing to take any action under any this Agreement and the other Loan Document Documents unless it shall first receive such advice or concurrence of the Required Lenders (or, when expressly required hereby or by the relevant other Loan Document, all the Lenders) as it deems appropriate and, if it so requests, or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such actionaction except for its own gross negligence or willful misconduct. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any and the other Loan Document Documents in accordance with a request or consent of the Required Lenders (or such greater number of Lenders as may be or, when expressly required hereby in any instance) hereby, all the Lenders), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders; provided that Lenders and all future holders of 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 Loan Document or applicable LawRevolving Credit Loans. (b) For purposes of determining compliance with the conditions specified in Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Reliance by the Administrative Agent. (a) The Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, communication, signature, resolution, representation, notice, consent, certificate, affidavit, letter, telegram, facsimile, telex or telephone message, electronic mail message, statement or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, and upon advice and statements of legal counsel (including counsel to any Loan Party), independent accountants and other experts selected by the Administrative Agent. The Administrative Agent shall be fully justified in failing or refusing to take any action under any Loan Document unless it shall first receive such advice or concurrence of the Required Lenders as it deems appropriate and, if it so requests, it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Loan Document in accordance with a request or consent of the Required Lenders (or such greater number of Lenders as may be expressly required hereby in any instance) and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders; 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 Loan Document or applicable Law. (b) For purposes of determining compliance with the conditions specified in Section 4.014.01 or Section 4.03, each Lender that has signed this the Original Credit Agreement or the Amendment Agreement, as applicable, shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date closing date specifying its objection thereto.

Reliance by the Administrative Agent. (a) The Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, communication, signature, resolution, representation, notice, consent, certificate, affidavit, letter, telegram, facsimile, telex or telephone message, electronic mail message, statement or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, and upon advice and statements of legal counsel (including counsel to any Loan Party), independent accountants and other experts selected by the Administrative Agent. The Administrative Agent shall be fully justified in failing or refusing to take any action under any Loan Document unless it shall first receive such advice or concurrence of the Required Lenders as it deems appropriate and, if it so requests, it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Loan Document in accordance with a request or consent of the Required Lenders (or such greater number of Lenders as may be expressly required hereby in any instance) and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders; 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 Loan Document or applicable Law. (b) For purposes of determining compliance with the conditions specified in Section 4.01, Section 4.03 of the Amended and Restated Credit Agreement or Section 4.03 of this Agreement, each Lender that has signed this the Original Credit Agreement, the Amendment Agreement or Amendment No. 4, as applicable, shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date closing date specifying its objection thereto.

Reliance by the Administrative Agent. (a) The Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, communication, signature, resolution, representation, notice, consent, certificate, affidavit, letter, telegram, facsimile, telex or telephone message, electronic mail message, statement or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, and upon advice and statements of legal counsel (including counsel to any Loan Partythe Borrower), independent accountants and other experts selected by the Administrative Agent. The Each Administrative Agent shall be fully justified in failing or refusing to take any action under any Loan Document unless it shall first receive such advice or concurrence of the Required Lenders (or such greater number of Lenders as may be expressly required hereby in any instance) as it deems appropriate and, if it so requests, it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Each Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Loan Document in accordance with a request or consent of the Required Lenders (or such greater number of Lenders as may be expressly required hereby in any instance) and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders; 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 Loan Document or applicable Law. (b) For purposes of determining compliance with the conditions specified in Section 4.014.01 of this Agreement, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Reliance by the Administrative Agent. (a) The Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, communication, signature, resolution, representation, notice, consent, certificate, affidavit, letter, telegram, facsimile, telex or telephone message, electronic mail message, statement or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, and upon advice and statements of legal counsel (including counsel to any Loan Partyeach Obligor), independent accountants and other experts selected by the Administrative Agentit. The Administrative Agent shall be fully justified in failing or refusing to take any action under any Loan Document unless it shall first receive such advice or concurrence of the Required Lenders Majority Banks as it deems appropriate and, if it so requests, 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 be fully protected in acting, or in refraining from acting, under this Agreement or any other Loan Document in accordance with a request or consent of the Required Lenders Majority Banks (or such greater number of Lenders Banks 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; 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 Loan Document or applicable LawBanks. (b) For purposes of determining compliance with the conditions specified in Section 4.013.1, each Lender Bank that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender Bank unless the Administrative Agent shall have received notice from such Lender Bank prior to the proposed Closing Date date hereof specifying its objection thereto.

Reliance by the Administrative Agent. (a) The Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, communication, signature, resolution, representation, notice, consent, certificate, affidavit, letter, telegram, facsimile, telex or telephone message, electronic mail message, statement or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, and upon advice and statements of legal counsel (including counsel to any Loan Party), independent accountants and other experts selected by the Administrative Agent. The Administrative Agent shall be fully justified in failing or refusing to take any action under any Loan Document unless it shall first receive such advice or concurrence of the Required Lenders as it deems appropriate and, if it so requests, it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Loan Document in accordance with a request or consent of the Required Lenders (or such greater number of Lenders as may be expressly required hereby in any instance) and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders; 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 Loan Document or applicable Law. (b) For purposes of determining compliance with the conditions specified in Section 4.014.02, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed A&R Closing Date specifying its objection thereto.

Reliance by the Administrative Agent. (a) The Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, communication, signature, resolution, representation, notice, consent, certificate, affidavit, letter, telegram, facsimile, telex or telephone message, electronic mail message, statement or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, and upon advice and statements of legal counsel (including counsel to any Loan Party), independent accountants and other experts selected by the Administrative Agent. The Administrative Agent shall be fully justified in failing or refusing to take any action under any Loan Document unless it shall first receive such advice or concurrence of the Required Lenders as it deems appropriate and, if it so requests, it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Loan Document in accordance with a request or consent of the Required Lenders (or such greater number of Lenders as may be expressly all the Lenders, if required hereby in any instance) hereunder, and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders; provided that Lenders and participants. Where this Agreement expressly permits or prohibits an action unless the Required Lenders otherwise determine, the Administrative Agent shall, and in all other instances, the Administrative Agent may, but shall not be required to take to, initiate any action that, in its opinion solicitation for the consent or in a vote of the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or applicable LawLenders. (b) For purposes of determining compliance with the conditions specified in Section 4.01Sections 4.01 or 4.02, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter either sent by the Administrative Agent to such Lender for consent, approval, acceptance or satisfaction, or required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection theretoLender.

Reliance by the Administrative Agent. (a) The Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any instrument, writing, communication, signature, resolution, representation, notice, consent, certificate, affidavit, letter, telegramtelecopy, facsimile, telex or telephone email message, electronic mail messagestatement, statement order or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, Persons and upon advice and statements of legal counsel (including counsel to any Loan Partythe Borrower), independent accountants and other experts reasonably selected by the Administrative Agent. The Administrative Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Document unless it the Administrative Agent shall first receive such advice or concurrence of the Required Lenders (or, if so specified by this Agreement, all Lenders) as it deems appropriate and, if it so requests, or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which that may be incurred by it by reason of taking or continuing to take any such action. 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 or any and the other Loan Document Documents in accordance with a request or consent of the Required Lenders (or, if so specified by this Agreement or such greater number of Lenders as may be expressly required hereby in any instance) 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; provided that Lenders and all future holders of the Term Loans. The Administrative Agent shall not be required to take liable for any action that, taken or not taken by it in its opinion or in accordance with the opinion advice of its any such counsel, may expose the Administrative Agent to liability accountants or that is contrary to any Loan Document or applicable Lawexperts. (b) For purposes of determining compliance with the conditions specified in Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Reliance by the Administrative Agent. (a) The Administrative Agent shall be entitled to relyrely upon, and shall be fully protected in relyingrelying and shall not incur any liability for relying upon, upon any writingnotice, request, certificate, consent, communication, signaturestatement, resolutioninstrument, representation, notice, consent, certificate, affidavit, letter, telegram, facsimile, telex document or telephone other writing (including any electronic message, electronic mail message, statement Internet or intranet website posting or other document or conversation distribution) believed by it to be genuine and correct and to have been signed, sent or otherwise authenticated by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person or PersonsPerson, and upon advice shall be fully protected in relying and statements shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan, or the issuance, extension, renewal or increase of a Letter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender or 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 who may be counsel to any Loan Partyfor the Borrower), independent accountants and other experts selected by the Administrative Agent. The Administrative Agent it, and shall not be fully justified in failing or refusing to take any action under any Loan Document unless it shall first receive such advice or concurrence of the Required Lenders as it deems appropriate and, if it so requests, it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Loan Document in accordance with a request or consent of the Required Lenders (or such greater number of Lenders as may be expressly required hereby in any instance) and such request and liable for any action taken or failure to act pursuant thereto shall be binding upon all not taken by it in accordance with the Lenders; provided that the Administrative Agent shall not be required to take advice of any action that, in its opinion or in the opinion of its such counsel, may expose the Administrative Agent to liability accountants or that is contrary to any Loan Document experts. Each Lender or applicable Law. (b) For purposes of determining compliance with the conditions specified in Section 4.01, each Issuing Lender that has signed this Agreement or a signature page to an Assignment and Assumption or any other Loan Document pursuant to which it is to become a Lender or Issuing Lender hereunder shall be deemed to have consented to, to approved or and accepted or to be and shall deemed satisfied with, 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 or approved by or be acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection theretoor Issuing Lender.

Reliance by the Administrative Agent. (a) The Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, communication, signature, resolution, representation, notice, consent, certificate, affidavit, letter, telegram, facsimile, telex or telephone message, electronic mail message, statement or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, and upon advice and statements of legal counsel (including counsel to any the Loan PartyParties), independent accountants and other experts selected by the Administrative Agent. The Administrative Agent shall be fully justified in failing or refusing to take any action under any Loan Document unless it shall first receive such advice or concurrence of the Required Lenders as it deems appropriate and, if it so requests, it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Loan Document in accordance with a request or consent of the Required Lenders (or such greater number of Lenders as may be expressly required hereby in any instance) and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders; 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 Loan Document or applicable Law. (b) For purposes of determining compliance with the conditions specified in Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Reliance by the Administrative Agent. (a) 82 The Administrative Agent shall be entitled to relyrely upon, and shall be fully protected in relyingnot incur any liability for relying upon, upon any writingnotice, communicationrequest, signature, resolution, representation, noticecertificate, consent, certificatestatement, affidavitinstrument, letter, telegram, facsimile, telex document or telephone other writing (including any electronic message, electronic mail message, statement Internet or intranet website posting or other document or conversation distribution) believed by it to be genuine and correct and to have been signed, sent or otherwise authenticated by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person or PersonsPerson, and upon advice 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 who may be counsel to any Loan Partyfor the Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the Administrative Agentadvice of any such counsel, accountants or experts. The Administrative Agent shall be fully justified in failing or refusing to take any action under any Loan Document unless it shall first receive such advice or concurrence of the Required Requisite Lenders as it deems appropriate and, if it so requests, it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Loan Document in accordance with a request or consent of the Required 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; 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 Loan Document or applicable Law. (b) For purposes of determining compliance with the conditions specified in Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Reliance by the Administrative Agent. (a) The Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, communication, signature, resolution, representation, notice, consent, certificate, affidavit, letter, telegram, facsimile, telex or telephone message, electronic mail message, statement or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by or on behalf of the proper Person or Persons, and upon advice and statements of legal counsel (including counsel to any Loan Partythe Insurer, the Originator, the Transferor, the Seller or the Servicer or the Performance Guarantor), independent accountants and other experts selected by the Administrative AgentAgent or the Insurer. The Administrative Agent shall be fully justified in failing or refusing to take any action under this Agreement or any Loan other Transaction Document unless it shall first receive such advice or concurrence of the Required Lenders Insurer (in the case where the Insurer is the Control Party) or Majority Purchasers (in the case where the Administrative Agent is the Control Party) as it deems appropriate and, if it so requests, it shall first be indemnified to its satisfaction by the Lenders Insurer or the Purchasers, 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 or any other Loan Transaction Document in accordance with a request or consent of the Required Lenders Insurer (or such greater number of Lenders as may be expressly in the case where the Insurer is the Control Party) and the Majority Purchasers (in the case where the Administrative Agent is the Control Party) or, if required hereby in any instance) hereunder, all Purchasers and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders; provided that Insurer and such Purchasers, as the Administrative Agent shall not be required to take any action that, in its opinion or in the opinion of its counsel, case may expose the Administrative Agent to liability or that is contrary to any Loan Document or applicable Lawbe. (b) For purposes of determining compliance with the conditions specified in Section 4.01Article V on the Closing Date, each Lender Purchaser that has signed executed this Agreement and the Insurer shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter either sent by the Administrative Agent to such Purchaser or the Insurer for consent, approval, acceptance or satisfaction, or required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless such Purchaser or the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection theretoInsurer, as applicable.

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, communication, signature, resolution, representation, notice, consent, certificate, affidavit, letter, cablegram, telegram, facsimiletelecopy, telex or telephone teletype message, electronic mail messagestatement, statement order or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, Persons and upon advice and statements of legal counsel (including including, without limitation, counsel to any Loan Partythe Borrower), independent accountants and other experts selected by the Administrative Agent. The Administrative Agent may deem and treat the payee of any Note as the owner thereof for all purposes unless such Note shall have been transferred in accordance with Section 13.10 hereof. The Administrative Agent shall be fully justified in failing or refusing to take any action under any this Agreement and the other Loan Document Documents unless it shall first receive such advice or concurrence of the Required Lenders (or, when expressly required hereby or by the relevant other Loan Documents, all the Lenders) as it deems appropriate and, if it so requests, or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such actionaction except for its own gross negligence or willful misconduct. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Loan Document and the Notes in accordance with a request or consent of the Required Lenders (or such greater number of Lenders as may be or, when expressly required hereby in any instance) hereby, all the Lenders), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders; provided that Lenders and all future holders of 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 Loan Document or applicable LawNotes. (b) For purposes of determining compliance with the conditions specified in Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Reliance by the Administrative Agent. (a) The Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, communication, signature, resolution, representation, notice, consent, certificate, affidavit, letter, telegram, facsimile, telex or telephone message, electronic mail message, statement or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, and upon advice and statements of legal counsel (including counsel to any Loan Partythe Company), independent accountants and other experts selected by the Administrative Agent. The Administrative Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Document unless it shall first receive such advice or concurrence of the Required Majority Lenders as it deems appropriate and, if it so requests, it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Loan Document in accordance with a request or consent of the Required Majority 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 of the 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 Administrative Agent to liability or that is contrary to any Loan Document or applicable Law. (b) For purposes of determining compliance with the conditions specified in Section 4.014.1, the Syndication Agent, the Documentation Agent, the Co-Agent and each Lender that has signed executed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, with each document or other matter either sent by the Administrative Agent to such Agent or such Lender for consent, approval, acceptance or satisfaction, or required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative such Agent shall have received notice from or such Lender prior to the proposed Closing Date specifying its objection theretoLender.

Reliance by the Administrative Agent. (a) The Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, communication, signature, resolution, representation, notice, consent, certificate, affidavit, letter, telegram, facsimile, telex or telephone message, electronic mail message, statement or other document or conversation believed by it in good faith to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, and upon advice and statements of legal counsel (including counsel to any Loan Party), independent accountants and other experts selected by the Administrative Agent. The Administrative Agent shall be fully justified in failing or refusing to take any action under any Loan Document unless it shall first receive such advice or concurrence of the Required Lenders as it deems appropriate and, if it so requests, it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent shall be justified in taking any action reasonably believed to it to be required by any order of the Bankruptcy Court. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Loan Document in accordance with any order of the Bankruptcy Court or in accordance with a request or consent of the Required Lenders (or such greater number of Lenders as may be expressly required hereby in any instance) and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders; 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 Loan Document or applicable Law. (b) For purposes of determining compliance with the conditions specified in Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Reliance by the Administrative Agent. 95 (a) The Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, communication, signature, resolution, representation, notice, consent, certificate, affidavit, letter, telegram, facsimile, telex or telephone message, electronic mail message, statement or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, and upon advice and statements of legal counsel (including counsel to any Loan Party), independent accountants and other experts selected by the Administrative Agent. The Administrative Agent shall be fully justified in failing or refusing to take any action under any Loan Document unless it shall first receive such advice or concurrence of the Required Lenders as it deems appropriate and, if it so requests, it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Loan Document in accordance with a request or consent of the Required Lenders (or such greater number of Lenders as may be expressly required hereby in any instance) and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders; 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 Loan Document or applicable Law. (b) For purposes of determining compliance with the conditions specified in Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Reliance by the Administrative Agent. (a) 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 writing, communication, signature, resolution, representation, notice, consent, certificate, affidavit, letter, telegram, facsimiletelecopy, telex or telephone teletype message, electronic mail messagestatement, statement order or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, Persons and upon advice and statements of legal counsel (including counsel to any Loan Partythe Parent Borrower or CCMGC), independent accountants and other experts selected by the Administrative Agent. The Administrative Agent may deem and treat the payee of any Note as the owner thereof for all purposes unless such Note shall have been transferred in accordance with subsection 11.6 and all actions required by such Section in connection with such transfer shall have been taken. Any request, authority or consent of any Person or entity who, at the time of making such request or giving such authority or consent, is the holder of any Note shall be conclusive and binding on any subsequent holder, transferee, assignee or endorsee, as the case may be, of such Note or of any Note or Notes issued in exchange therefor. The Administrative Agent shall be fully justified as between itself and the Lenders in failing or refusing to take any action under this Agreement or any other Loan Document unless it shall first receive such advice or concurrence of the Required Lenders and/or such other requisite percentage of the Lenders as is required pursuant to subsection 11.1(a) as it deems appropriate and, if it so requests, or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or and any Notes and the other Loan Document Documents in accordance with a request or consent of the Required Lenders (or and/or such greater number other requisite percentage of the Lenders as may be expressly is required hereby in any instance) pursuant to subsection 11.1(a), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders; provided that Lenders and all future holders of 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 Loan Document or applicable LawLoans. (b) For purposes of determining compliance with the conditions specified in Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Reliance by the Administrative Agent. (a) The Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, communication, signature, resolution, representation, notice, consent, certificate, affidavit, letter, telegram, facsimile, telex or telephone message, electronic mail message, statement or other document or other writing (including any electronic message, Internet or intranet website posting or other distribution) or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, and upon advice and statements of legal counsel (including counsel to any Loan Partythe Company), 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 Term 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 Term Loan. The Administrative Agent may consult with legal counsel (who may be counsel for the Company), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts. The Administrative Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Document unless it shall first receive such advice or concurrence of the Required Lenders as it deems appropriate and, if it so requests, 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 or any other Loan Document in accordance with a request or consent of the Required Lenders (or such greater number of Lenders as may be expressly required hereby in any instance) and such request and any action taken or failure to act pursuant thereto shall be binding upon all of the 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 Administrative Agent to liability or that is contrary to any Loan Document or applicable Law. (b) For purposes of determining compliance with the conditions specified in Section 4.015.01, each Lender that has signed executed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter either sent by the Administrative Agent to such Lender for consent, approval, acceptance or satisfaction, or required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection theretoLender.

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, communication, signature, resolution, representation, notice, consent, certificate, affidavit, letter, cablegram, telegram, facsimiletelecopy, telex or telephone teletype message, electronic mail messagestatement, statement order or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, Persons and upon advice and statements of legal counsel (including including, without limitation, counsel to any Loan Partythe Borrowers), independent accountants and other experts selected by the Administrative Agent. The Administrative Agent may deem and treat the payee of any Note as the owner thereof for all purposes unless such Note shall have been transferred in accordance with Section 13.11 hereof. The Administrative Agent ------------- shall be fully justified in failing or refusing to take any action under any this Agreement and the other Loan Document Documents unless it shall first receive such advice or concurrence of the Required Lenders (or, when expressly required hereby or by the relevant other Loan Document, all the Lenders) as it deems appropriate and, if it so requests, or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such actionaction except for its own gross negligence or willful misconduct. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Loan Document and the Notes in accordance with a request or consent of the Required Lenders (or such greater number of Lenders as may be or, when expressly required hereby in any instance) 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 Lenders and all future holders of the 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 Administrative Agent to liability or that is contrary to any Loan Document or applicable LawNotes. (b) For purposes of determining compliance with the conditions specified in Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.