Common use of Reliance by the Agent Clause in Contracts

Reliance by the Agent. The Agent shall be entitled to rely, and shall be fully protected in relying, upon any Note, writing, resolution, notice, consent, certificate, affidavit, letter, telecopy, telex or teletype message, statement, 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 and upon advice and statements of legal counsel (including, without limitation, counsel to the Borrower), independent accountants and other experts selected by the Agent. The Agent may deem and treat 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 Agent. The Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Document unless it shall first receive such advice or concurrence of the Required Lenders as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the other Loan Documents in accordance with a request of the Required Lenders, and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the Loans.

Reliance by the Agent. The Agent shall be entitled to rely, and shall --------------------- be fully protected in relying, upon any Notenote, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, 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 and upon advice and statements of legal counsel (including, without limitation, counsel to the BorrowerBorrowers), the Accountants and independent accountants and other experts selected by the Agent. The 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 Agent. The Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Document unless it shall first receive such advice or concurrence of the Required Majority Lenders or all Lenders, as it deems appropriate appropriate, or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense (except to the extent incurred as a result of the Agent's gross negligence or willful misconduct) which may be incurred by it by reason of taking or continuing to take any such action. The Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the Notes and the other Loan Documents in accordance with a request of the Required Majority Lenders or all Lenders, as may be required, and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the LoansNotes.

Reliance by the Agent. The Agent shall be entitled to rely, and shall be fully protected in relying, rely upon any Notecertification, notice, instrument, writing, resolution, notice, consent, certificate, affidavit, letter, telecopy, telex or teletype message, statement, order or other document communication (including, without limitation, any thereof by telephone or conversation telecopy) 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 Persons, and upon advice and statements of legal counsel (including, without limitation, including counsel to the Borrowerfor any Loan Party), independent accountants accountants, and other experts selected by the Agent. The Agent may deem and treat the payee of any Note as the owner holder thereof for all purposes hereof unless a written notice of assignmentand until the Agent receives and accepts an Assignment and Acceptance executed in accordance with Section 10.6. As to any matters not expressly provided for by this Agreement, negotiation the Agent shall not be required to exercise any discretion or transfer thereof take any action, but shall have been filed with the Agent. The Agent be required to act or to refrain from acting (and shall be fully justified protected in failing so acting or refusing refraining from acting) upon the instructions of the Required Lenders, and such instructions shall be binding on all of the Lenders; provided, however, that the Agent shall not be required to take any action under this Agreement that exposes the Agent to personal liability or that is contrary to any other Loan Document or Requirement of Law or unless it shall first receive such advice or concurrence of the Required Lenders as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the other Loan Documents in accordance with a request of the Required Lenders, and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the Loans.

Reliance by the Agent. (a) The Agent shall be entitled to rely, and shall be fully protected in relying, upon any Note, writing, resolution, notice, consent, certificate, affidavit, letter, telecopytelegram, facsimile, telex or teletype telephone message, statement, order statement or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons Persons, and upon advice and statements of legal counsel (including, without limitation, including counsel to the Borrower), independent accountants and other experts selected by the Agent. The 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 Agent. The 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 or and, if it so requests, it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the or any other Loan Documents Document in accordance with a request or consent of the Required Requisite Lenders or all Lenders, if required hereunder, and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the LoansLenders.

Reliance by the Agent. The Agent shall be entitled to rely, and shall be fully protected in relying, upon any Note, writing, resolution, notice, consent, certificate, affidavit, letter, telecopytelegram, facsimile, telex or teletype telephone message, statement, order statement or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons Persons, and upon advice and statements of legal counsel (including, without limitation, including counsel to the BorrowerObligors), independent accountants and other experts selected by the Agent. The 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 Agent. The Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Document unless it shall first receive such advice or concurrence of the Required Lenders as it deems appropriate or and, if it 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 Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the or any other Loan Documents Document in accordance with a request or consent of the Required Lenders, Lenders (or all Lenders if so required by Section 11.1) and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the LoansLenders.

Reliance by the Agent. The Agent shall be entitled to rely, and shall be fully protected in relying, upon any Note, writing, resolution, notice, consent, certificate, affidavit, letter, telecopy, telex or teletype messagefacsimile, 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 and upon advice and statements of legal counsel (including, without limitation, counsel to the Borrower), independent accountants and other experts selected by the Agent. The Agent may deem and treat 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 Agent. The 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 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 Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the other Loan Documents in accordance with a request of the Required Majority Lenders, and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the Loans.

Reliance by the Agent. The Agent shall be entitled to rely, and shall --------------------- be fully protected in relying, upon any Notenote, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, 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 and upon advice and statements of legal counsel (including, without limitation, counsel to the Borrower), the Accountants and independent accountants and other experts selected by the Agent. The 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 Agent. The Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Document unless it shall first receive such advice or concurrence of the Required Majority Lenders or all Lenders, as it deems appropriate appropriate, or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense (except to the extent incurred as a result of the Agent's gross negligence or willful misconduct) which may be incurred by it by reason of taking or continuing to take any such action. The Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the Notes and the other Loan Documents in accordance with a request of the Required Majority Lenders or all Lenders, as may be required, and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the LoansNotes.

Reliance by the Agent. The Agent shall will be entitled to rely, and shall will be fully protected in relying, upon any Notenote, writing, resolution, notice, consent, certificate, affidavit, letter, telecopycablegram, telex telegram, e-mail or teletype messageother electronic transmission, facsimile transmission, statement, order or other document or conversation believed by it it, in good faith, to be genuine and correct and to have been signed, sent or made by the proper Person person or Persons persons and upon advice and statements of legal counsel (including, without limitation, counsel to the BorrowerCompany), independent accountants and other experts selected by the Agent. The 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 Agent. The Agent shall will be fully justified in failing or refusing to take any action under this Agreement or any other Loan Document Subordinated Note unless it shall first receive receives such advice or concurrence of the Required Subordinated Lenders as it deems appropriate or it shall will first be indemnified to its satisfaction by the Lenders Required Subordinated Lender 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 Agent shall will in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the other Loan Documents Subordinated Note in accordance with a request of the Required Lenders, Subordinated Lenders and such request and any action taken or failure to act pursuant thereto shall will be binding upon all the Lenders and all future holders of the LoansSubordinated Lenders.

Reliance by the Agent. The Agent shall be entitled to rely, and shall be fully protected in relying, upon any Note, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, 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 and upon advice and statements of legal counsel (including, without limitation, including counsel to the BorrowerCredit Parties), independent accountants and other experts selected by the Agent. The 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 such Note shall have been filed transferred in accordance with the AgentSection 11.4 hereof. The Agent shall be fully justified in failing or refusing to take any action under this Agreement or Agreement, any other Loan Credit Document 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 appropriate, or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the other Loan Credit Documents in accordance with a request of the Required Lenders, and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the LoansObligations.

Reliance by the Agent. The Agent shall be entitled to rely, and shall be fully protected in relying, upon any Note, writing, resolution, notice, consent, certificate, affidavit, letter, telecopytelegram, telex facsimile, email or teletype telephone message, statement, order statement or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons Persons, and upon advice and statements of legal counsel (including, without limitation, including counsel to the BorrowerObligors), independent accountants and other experts selected by the Agent. The 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 Agent. The Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Document unless it shall first receive such advice or concurrence of the Required Lenders as it deems appropriate or and, if it 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 Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the or any other Loan Documents Document in accordance with a request or consent of the Required Lenders, Lenders (or all Lenders if so required by Section 12.1) and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the LoansLenders.

Reliance by the Agent. The Agent shall be entitled to rely, and shall be fully protected in relying, upon any Note, writing, resolution, notice, consent, certificate, affidavit, letter, telecopytelegram, telex facsimile or teletype telephone message, statement, order statement or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons Persons, and upon advice and statements of legal counsel (including, without limitation, including counsel to the BorrowerBorrowers), independent accountants and other experts selected by the Agent. The 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 Agent. The 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 Holders (or, where an action or waiver need only be approved by the Required Lenders Holders, by the Required Holders) as it deems appropriate or and, if it so requests, it shall first be indemnified to its satisfaction by the Lenders Holders 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 Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the or any other Loan Documents Document in accordance with a request or consent of the Holders (or, where an action or waiver need only be approved by the Required LendersHolders, by the Required Holders) and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the LoansHolders.

Reliance by the Agent. The Agent shall be entitled to rely, and shall be fully protected in relying, rely upon any Notecertification, notice, instrument, writing, resolution, notice, consent, certificate, affidavit, letter, telecopy, telex or teletype message, statement, order or other document communication (including, without limitation, any thereof by telephone or conversation telecopy) 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 Persons, and upon advice and statements of legal counsel (including, without limitation, including counsel to the Borrowerfor any Loan Party), independent accountants accountants, and other experts selected by the Agent. The Agent may deem and treat the payee of any Note as the owner holder thereof for all purposes hereof unless a written notice of assignmentand until the Agent receives and accepts an Assignment and Acceptance executed in accordance with Section 11.9 hereof. As to any matters not expressly provided for by this Agreement, negotiation the Agent shall not be required to exercise any discretion or transfer thereof take any action, but shall have been filed with the Agent. The Agent be required to act or to refrain from acting (and shall be fully justified protected in failing so acting or refusing refraining from acting) upon the instructions of the Required Lenders or the Required Revolving Lenders, as applicable, and such instructions shall be binding on all the Lenders; provided, however, that the Agent shall not be required to take any action under this Agreement that exposes the Agent to personal liability or that is contrary to any other Loan Document or applicable law or unless it shall first receive such advice or concurrence of the Required Lenders as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the other Loan Documents in accordance with a request of the Required Lenders, and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the Loans.

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

Reliance by the Agent. The Agent shall be entitled to rely, and shall be fully protected in relying, upon any Notenote, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, 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 and upon advice and statements of legal counsel (including, without limitation, including counsel to the Borrower), the Accountants and independent accountants and other experts selected by the Agent. The 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 Agent. The Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Document unless it shall first receive such advice or concurrence of the Required Majority Lenders or all Lenders, as it deems appropriate appropriate, or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense (except to the extent incurred as a result of the Agent's gross negligence or willful misconduct) which may be incurred by it by reason of taking or continuing to take any such action. The Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the Notes and the other Loan Documents in accordance with a request of the Required Majority Lenders or all Lenders, as may be required, and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the Loans.any

Reliance by the Agent. (a) The Agent shall be entitled to rely, and shall be fully protected in relying, upon any Note, writing, communication, signature, resolution, representation, notice, consent, certificate, affidavit, letter, telecopytelegram, telex facsimile, telex, or teletype telephone message, statement, order or other document or conversation believed by it to be genuine and correct and to have been signed, sent sent, or made by the proper Person or Persons Persons, and upon advice and statements of legal counsel (including, without limitation, including counsel to the BorrowerParent or any other Person party to any Transaction Document), independent accountants accountants, and other experts selected by the Agent. The 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 Agent. The Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Transaction Document unless it shall first receive such advice or concurrence of the Required Lenders Banks as it the Agent deems appropriate or and, if the Agent 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 the Agent by reason of taking or continuing to take any such action. The Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the or any other Loan Documents Transaction Document in accordance with a request or consent of the Required LendersBanks or all Banks, if required hereunder, and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the LoansBanks and participants. Where this Agreement expressly permits or prohibits an action unless the Required Banks otherwise determine, the Agent shall, and in all other instances, the Agent may, but shall not be required to, initiate any solicitation for the consent or a vote of the Banks.

Reliance by the Agent. The Agent shall be entitled to rely, and shall be fully protected in relying, upon any Note, writing, resolution, notice, consent, certificate, affidavit, letter, telecopytelegram, telex facsimile, telex, or teletype telephone message, statement, order or other document or conversation believed by it to be genuine and correct and to have been signed, sent sent, or made by the proper Person or Persons Persons, and upon advice and statements of legal counsel (including, without limitation, counsel to the Borrowerany Loan Party), independent accountants and other experts selected by the Agent. The 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 Agent. The Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Document unless it shall first receive such advice or concurrence of the Required Majority Lenders (or such other percentage of Lenders as may be required hereunder) as it deems appropriate or and, if it so requests, it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the or any other Loan Documents Document in accordance with a request or consent of the Required Lenders, Majority Lenders (or such other percentage of Lenders if so required hereunder) and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the LoansLenders.

Reliance by the Agent. The Agent shall be entitled to rely, and shall be fully protected in relying, upon any Note, writing, resolution, notice, consent, certificate, affidavit, letter, telecopytelegram, facsimile, telex or teletype telephone message, statement, order statement or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons Persons, and upon advice and statements of legal counsel (including, without limitation, including counsel to the Borrower), independent accountants and other experts selected by the Agent. The 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 Agent. The Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Document unless it shall first receive such advice or concurrence of the Required Lenders as it deems appropriate or and, if it 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 Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the or any other Loan Documents Document in accordance with a request or consent of the Required Lenders, Lenders (or all of the Lenders if so required by Section 13.1) and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the LoansLenders.

Reliance by the Agent. The Agent shall be entitled to rely, and shall be fully protected in relying, upon any Notenote, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, 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 and upon advice and statements of legal counsel (including, without limitation, including counsel to the BorrowerBorrowers), the Accountants and independent accountants and other experts selected by the Agent. The 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 Agent. The Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Document unless it shall first receive such advice or concurrence of the Required Majority Lenders or all Lenders, as it deems appropriate appropriate, or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense (except to the extent incurred as a result of the Agent's gross negligence or willful misconduct) which may be incurred by it by reason of taking or continuing to take any such action. The Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the Notes and the other Loan Documents in accordance with a request of the Required Majority Lenders or all Lenders, as may be required, and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the LoansNotes.

Reliance by the Agent. (a) The Agent shall be entitled to rely, and shall be fully protected in relying, upon any Note, writing, communication, signature, resolution, representation, notice, consent, certificate, affidavit, letter, telecopytelegram, telex facsimile, telex, or teletype telephone message, statement, order or other document or conversation believed by it to be genuine and correct and to have been signed, sent sent, or made by the proper Person or Persons Persons, and upon advice and statements of legal counsel (including, without limitation, including counsel to the BorrowerBorrower or any other Person party to any Loan Document), independent accountants accountants, and other experts selected by the Agent. The 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 Agent. The 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 the Agent deems appropriate or and, if the Agent 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 the Agent by reason of taking or continuing to take any such action. The Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the or any other Loan Documents Document in accordance with a request or consent of the Required Lenders or all Lenders, if required hereunder, and such request and any action taken or failure to act pursuant thereto shall be binding upon all of the Lenders and participants. Where this Agreement expressly permits or prohibits an action unless the Required Lenders otherwise determine, the Agent shall, and in all future holders other instances, the Agent may, but shall not be required to, initiate any solicitation for the consent or a vote of the LoansLenders.

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

Reliance by the Agent. The Agent shall be entitled to rely, and shall be fully protected in relying, upon any Notenote, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, 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 and upon advice and statements of legal counsel (including, without limitation, including counsel to the Borrower), the Accountants and independent accountants and other experts selected by the Agent. The 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 Agent. The Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Document unless it shall first receive such advice or concurrence of the Required Majority Lenders or all Lenders, as it deems appropriate appropriate, or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense (except to the extent incurred as a result of the Agent's gross negligence or willful misconduct) which may be incurred by it by reason of taking or continuing to take any such action. The Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the Notes and the other Loan Documents in accordance with a request of the Required Majority Lenders or all Lenders, as may be required, and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the LoansNotes.

Reliance by the Agent. The Agent shall be entitled to rely, and shall be fully protected in relying, upon any Note, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, 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 and upon advice and statements of legal counsel (including, without limitation, counsel to the BorrowerBorrower or any of its Subsidiaries), independent accountants and other experts selected by the Agent. The 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 it shall have been filed with the Agentreceived an executed Transfer Supplement in respect thereof. The 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 Banks as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders Banks against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Agent shall each in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the other Loan Documents in accordance with a request of the Required LendersBanks, and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders Banks and all future holders of the LoansNotes.

Reliance by the Agent. The Agent shall be entitled to rely, and shall be fully protected in relying, upon any Notenote, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, 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 and upon advice and statements of legal counsel (including, without limitation, including counsel to the Borrower), the Accountants and independent accountants and other experts selected by the Agent. The 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 Agent. The Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Document unless it shall first receive such advice or concurrence of the Required Majority Lenders or all Lenders, as it deems appropriate appropriate, or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense (except to the extent incurred as a result of the Agent's gross negligence or willful misconduct) which may be incurred by it by reason of taking or continuing to take any such action. The Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the other Loan Documents in accordance with a request of the Required Majority Lenders or all Lenders, as may be required, and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the LoansLenders.