Common use of Reliance by the Agent Clause in Contracts

Reliance by the Agent. (a) The Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, resolution, notice, consent, certificate, affidavit, letter, telegram, facsimile, telex, or telephone 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, without limitation, counsel to the Obligors), independent accountants, and other experts selected by 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 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 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 Majority Lenders (or all Lenders if so required by the terms of this Agreement) and such request and any action taken or failure to act pursuant thereto shall be binding upon all of the Lenders. (b) For purposes of determining compliance with the conditions specified in Section 10.1, each Lender that has 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 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 such Lender.

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, cablegram, telegram, facsimiletelecopy, telex, telex or telephone teletype 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 ObligorsBorrowers), independent accountants, accountants and other experts selected by the Agent. The Agent may deem and treat the payee of the Note as the owner thereof for all purposes unless such Note shall have been transferred in accordance with Section 13.10 hereof. The Agent shall be fully justified in failing or refusing to take any action under this Agreement or any and the other Loan Document Documents unless it shall first receive such advice or concurrence of the Majority Required Lenders (or, when expressly required hereby or by any 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 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 Note in accordance with a request or consent of the Majority Required Lenders (or or, when expressly required hereby, all Lenders if so required by the terms of this Agreement) 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 LendersNote. (b) For purposes of determining compliance with the conditions specified in Section 10.1, each Lender that has 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 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 such Lender.

Reliance by the Agent. (a) The Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, resolution, notice, consent, certificate, affidavit, letter, telegram, facsimile, telex, or telephone 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, without limitation, counsel to the Obligorsany Borrower), independent accountants, accountants and other experts selected by 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 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 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 Majority Lenders (or all Lenders if so required by the terms of this AgreementSECTION 13.2) and such request and any action taken or failure to act pursuant thereto shall be binding upon all of the Lenders. (b) For purposes of determining compliance with the conditions specified in Section SECTION 10.1, each Lender that has 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 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 such the Lender.

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, cablegram, telegram, facsimiletelecopy, telex, telex or telephone teletype 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 ObligorsBorrowers), independent accountants, accountants and other experts selected by the Agent. The Agent may deem and treat the payee of any Loan or Note as the owner thereof for all purposes unless such Loan or Note shall have been transferred in accordance with Section 14.10 hereof. The Agent shall be fully justified in failing or refusing to take any action under this Agreement or any and the other Loan Document Documents unless it shall first receive such advice or concurrence of the Majority Required Lenders (or, when expressly required hereby or by the relevant other Loan Document, all the Lenders) as it deems appropriate 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 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 Majority Required Lenders (or or, when expressly required hereby, all Lenders if so required by the terms of this Agreement) 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 Lendersany Loan or Note. (b) For purposes of determining compliance with the conditions specified in Section 10.1, each Lender that has 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 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 such Lender.

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, cablegram, telegram, facsimiletelecopy, telex, telex or telephone teletype 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 ObligorsBorrowers), the Accountants and 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 Majority Lenders or all 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 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 or any and the Notes and the other Loan Document Documents in accordance with a request or consent of the Majority Lenders (or all Lenders if so required by the terms of this Agreement) 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 LendersNotes. (b) For purposes of determining compliance with the conditions specified in Section 10.1, each Lender that has 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 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 such Lender.

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, cablegram, telegram, facsimiletelecopy, telex, telex or telephone teletype 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 Obligors), 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 such Note shall have been transferred in accordance with Section 11.10 hereof. The Agent shall be fully justified in failing or refusing to take any action under this Agreement or any and the other Loan Document Documents unless it shall first receive such advice or concurrence of the Majority Required Lenders (or, when expressly required hereby or by the relevant other Loan Document, all the Lenders) as it deems appropriate 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 actionaction except for its own gross negligence or willful misconduct. The 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 Revolving Credit Notes in accordance with a request or consent of the Majority Required Lenders (or or, when expressly required hereby, all Lenders if so required by the terms of this Agreement) 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 LendersRevolving Credit Notes. (b) For purposes of determining compliance with the conditions specified in Section 10.1, each Lender that has 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 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 such Lender.

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, cablegram, telegram, facsimiletelecopy, telex, telex or telephone teletype 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 ObligorsBorrowers), the Accountants and 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 Majority Lenders or all 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 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 or any and the Notes and the other Loan Document Documents in accordance with a request or consent of the Majority Lenders (or all Lenders if so required by the terms of this Agreement) 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 LendersNotes. (b) For purposes of determining compliance with the conditions specified in Section 10.1, each Lender that has 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 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 such Lender.

Reliance by the Agent. (a) The Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, resolution, notice, consent, certificate, affidavit, letter, telegram, facsimile, telex, or telephone 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, without limitation, counsel to the ObligorsBorrowers), independent accountants, and other experts selected by 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 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 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 Majority Lenders (or all Lenders if so required by the terms of this Agreement) and such request and any action taken or failure to act pursuant thereto shall be binding upon all of the Lenders. (b) For purposes of determining compliance with the conditions specified in Section 10.1, each Lender that has 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 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 such the Lender.

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, cablegram, telegram, facsimiletelecopy, telex, telex or telephone teletype 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 ObligorsBorrower), the Accountants and 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 Majority Lenders or all 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 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 or any and the Notes and the other Loan Document Documents in accordance with a request or consent of the Majority Lenders (or all Lenders if so required by the terms of this Agreement) 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 LendersNotes. (b) For purposes of determining compliance with the conditions specified in Section 10.1, each Lender that has 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 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 such Lender.

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, cablegram, telegram, facsimiletelecopy, telex, telex or telephone teletype 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 ObligorsBorrower), 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 such Note shall have been transferred in accordance with Section 13.10 hereof. The Agent shall be fully justified in failing or refusing to take any action under this Agreement or any and the other Loan Document Documents unless it shall first receive such advice or concurrence of the Majority Required Lenders (or, when expressly required hereby or by the relevant other Loan Document, all the Lenders) as it deems appropriate and, if it so requests, and 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 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 Majority Required Lenders (or or, when expressly required hereby, all Lenders if so required by the terms of this Agreement) 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 LendersNotes. (b) For purposes of determining compliance with the conditions specified in Section 10.1, each Lender that has 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 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 such Lender.

Reliance by the Agent. (a) The Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, resolution, notice, consent, certificate, affidavit, letter, telegram, facsimile, telex, telex or telephone message, statement, 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 62 69 Person or Persons, and upon advice and statements of legal counsel (including, without limitation, including counsel to the Obligorsany Credit Party or counsel to any Lender), independent accountants, accountants and other experts selected by 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 Majority Lenders as it deems appropriate andand until such instructions are received, if 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 against any and all liability liabilities and expense which expenses 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 or any other Loan Document in accordance with a request or consent of the Majority Lenders (or all Lenders if so required by the terms of this Agreement) and such request and any action taken or failure to act pursuant thereto shall be binding upon all of the Lenders. (b) For purposes of determining compliance with the conditions specified in Section 10.1, each Lender that has 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 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 such Lender.

Reliance by the Agent. (a) The Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, resolution, notice, consent, certificate, affidavit, letter, telegram, facsimile, telex, or telephone message, statement, or other document or conversation believed by it to be genuine and correct and to have been signed, sent, sent or made by or on behalf of the proper Person or Persons, and upon advice and statements of legal counsel (including, without limitation, counsel to the ObligorsBorrower and its Subsidiaries), independent accountants, and other experts selected by 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 Majority Required Lenders as it deems appropriate and, if it 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 or any other Loan Document in accordance with a request or consent of the Majority Required Lenders (or all Lenders if so required by the terms of this Agreement) and such request and any action taken or failure to act pursuant thereto shall be binding upon all of the Lenders. (b) For purposes of determining compliance with the conditions specified in Section 10.17.1 and Section 7.2, each Lender that has executed this Agreement shall be deemed to have consented to, approvedapproved or accepted, or accepted or to be satisfied with, each document or other matter either sent by the 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 such the Lender.

Reliance by the Agent. (a) The Agent AGENT shall be entitled to rely, and shall be fully protected in relying, upon any writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, facsimiletelecopy, telex, telex or telephone teletype 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 PERSON or Persons, PERSONS and upon advice and statements of legal counsel (including, without limitation, counsel to the ObligorsBORROWERS), independent accountants, accountants and other experts selected by the AgentAGENT. The Agent 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 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 Majority Lenders as it deems appropriate andREQUIRED LENDERS, if it so requests, it shall first be 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 or any other Loan Document AGREEMENT and the NOTES in accordance with a request or consent of the Majority Lenders (or all Lenders if so required by the terms of this Agreement) 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 LendersNOTES. (b) For purposes of determining compliance with the conditions specified in Section 10.1, each Lender that has 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 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 such Lender.

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, cablegram, telegram, facsimiletelecopy, telex, telex or telephone teletype 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 ObligorsBorrower), the Accountants and 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 Majority Lenders or all 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 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 or any and the other Loan Document Documents in accordance with a request or consent of the Majority Lenders (or all Lenders if so required by the terms of this Agreement) Lenders, as may be required, and such request and any action taken or failure to act pursuant thereto shall be binding upon all of the Lenders and all future Lenders. (b) For purposes of determining compliance with the conditions specified in Section 10.1, each Lender that has 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 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 such Lender.

Reliance by the Agent. (a) The Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, resolution, notice, consent, certificate, affidavit, letter, telegram, facsimile, telex, or telephone 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, without limitation, counsel to the ObligorsBorrower), independent accountants, accountants and other experts selected by 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 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 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 Majority Lenders (or all Lenders if so required by the terms of this AgreementSECTION 13.2) and such request and any action taken or failure to act pursuant thereto shall be binding upon all of the Lenders. (b) For purposes of determining compliance with the conditions specified in Section SECTION 10.1, each Lender that has 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 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 such the Lender.

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, cablegram, telegram, facsimiletelecopy, telex, telex or telephone teletype 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 ObligorsBorrower), the Accountants and 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 Majority Lenders or all 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 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 or any and the Notes and the other Loan Document Documents in accordance with a request or consent of the Majority Lenders (or all Lenders if so required by the terms of this Agreement) 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 assignees thereof, including all future holders of the LendersNotes. (b) For purposes of determining compliance with the conditions specified in Section 10.1, each Lender that has 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 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 such Lender.

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, cablegram, telegram, facsimiletelecopy, telex, telex or telephone teletype 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 ObligorsCredit Parties), 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 such Note shall have been transferred in accordance with Section 13.11 hereof. The Agent shall be fully justified in failing or refusing to take any action under this Agreement or any and the other Loan Document Documents unless it shall first receive such advice or concurrence of the Majority Required Lenders (or, when expressly required hereby or by the relevant other Loan Document, all the Lenders) as it deems appropriate 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 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 Majority Required Lenders (or or, when expressly required hereby, all Lenders if so required by the terms of this Agreement) 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 LendersNotes. (b) For purposes of determining compliance with the conditions specified in Section 10.1, each Lender that has 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 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 such Lender.

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, cablegram, telegram, facsimiletelecopy, telex, telex or telephone teletype 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 ObligorsBorrower), the Accountants and 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 Majority Lenders or all 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 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 or any and the Notes and the other Loan Document Documents in accordance with a request or consent of the Majority Lenders (or all Lenders if so required by the terms of this Agreement) 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 assignees thereof, including all future holders of the LendersNotes. (b) For purposes of determining compliance with the conditions specified in Section 10.1, each Lender that has 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 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 such Lender.

Reliance by the Agent. (a) The Agent Each of the Agents shall be entitled to rely, and shall be fully protected in relying, upon any writing, resolution, notice, consent, certificate, affidavit, letter, telegram, facsimile, telex, telex or telephone message, statement, 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, and upon advice and statements of legal counsel (including, without limitation, including counsel to the ObligorsCompany), independent accountants, accountants and other experts selected with reasonable care by it. Each of the Agent. The Agent Agents shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Document unless it shall first receive such advice or concurrence of the Majority 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 Agent Each of the Agents shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Loan Document in accordance with a request or consent of the Majority Lenders (or all Lenders if so required by the terms of this Agreement) Banks and such request and any action taken or failure to act pursuant thereto shall be binding upon all of the LendersBanks. (b) For purposes of determining compliance with the conditions specified in Section 10.14.1, each Lender Bank that has executed this Agreement shall be deemed to have consented to, approved, approved or accepted or to be satisfied with, each document or other matter either sent by any of the Agent Agents to such Lender Bank for consent, approval, acceptance, acceptance or satisfaction, or required thereunder to be consented to or approved by or acceptable or satisfactory to such Lenderthe Bank.

Reliance by the Agent. (a) The Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, resolution, notice, consent, certificate, affidavit, letter, instrument, telegram, facsimile, telex, telecopier or telephone message, statement, statement or other document or writing 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, and upon advice and statements of legal counsel (including, without limitation, including counsel to the ObligorsLessee), independent accountants, accountants and other experts selected by the Agent. The Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Document Operative Agreement unless it shall first receive such advice or concurrence of the Majority Lenders Required Lessors as it deems appropriate and, if it so requests, it shall first be indemnified to its satisfaction by the Lenders Lessors 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 or any other Loan Document Operative Agreement in accordance with a request or consent of the Majority Lenders (or all Lenders if so required by the terms of this Agreement) Required Lessors and such request and any action taken or failure to act pursuant thereto shall be binding upon all of the LendersLessors. (b) For purposes Without limiting the generality of determining compliance the foregoing, the Agent (i) makes no warranty or representation to any Lessor and shall not be responsible to any Lessor for any statements, warranties or representations (whether written or oral) made in or in connection with any Operative Agreement; (ii) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions specified in Section 10.1, each Lender that has executed of this Agreement shall be deemed to have consented to, approved, or accepted on the part of the Lessee or to inspect the property (including the books and records) of the Lessee; and (iii) shall not be satisfied withresponsible to any Lessor for the due execution, each legality, validity, enforceability, genuineness, sufficiency or value of any Operative Agreement or any other instrument or document or other matter either sent by the 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 such Lenderfurnished pursuant hereto.

Reliance by the Agent. (a) The 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, facsimile or telephone message, statementelectronic mail message, 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, and upon advice and statements of legal counsel (including, without limitation, including counsel to the Obligorsany Loan Party), independent accountants, accountants and other experts selected by 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 Majority 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 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 Majority Required Lenders (or all such greater number of Lenders if so as may be expressly required by the terms of this Agreementhereby in any instance) and such request and any action taken or failure to act pursuant thereto shall be binding upon all of the Lenders. (b) For purposes of determining compliance with the conditions specified in Section 10.16, each Lender that has executed signed this Agreement shall be deemed to have consented to, approved, approved or accepted or to be satisfied with, each document or other matter either sent by the 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 Agent shall have received notice from such LenderLender prior to the Closing Date specifying its objection thereto.

Reliance by the Agent. (a) The Agent shall be entitled to rely, and shall be fully protected in relying, upon (i) any writing, resolution, notice, consent, certificate, affidavit, letter, telegram, facsimile, telex, telex or telephone message, statement, 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, and upon (ii) any advice and or statements of legal counsel (including, without limitation, including counsel to the ObligorsSubsidiary Guarantors), independent accountants, accountants and other experts selected by the Agent. The Agent shall be fully justified in failing or refusing to take any action under this Guarantee Agreement or any other Loan Transaction Document unless it shall first receive such advice or concurrence of the Majority Lenders Requisite Counterparties as it deems appropriate and, if it so requests, it shall first be indemnified to its satisfaction by the Lenders Counterparties 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 Guarantee Agreement or any other Loan Transaction Document in accordance with a request or consent of the Majority Lenders (or all Lenders if so required by the terms of this Agreement) Requisite Counterparties and such request and any action taken or failure to act pursuant thereto shall be binding upon all of the LendersCounterparties. (b) For purposes of determining compliance with the conditions precedent specified in Section 10.18.22, each Lender Counterparty that has executed this Guarantee Agreement shall be deemed to have consented to, approved, approved or accepted or to be satisfied with, with each document or other matter either sent by the Agent to such Lender Counterparty for consent, approval, acceptance, acceptance or satisfaction, or required thereunder to be consented to or approved by or acceptable or satisfactory to such Lenderthe Counterparty.