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 (i) 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 (ii) any advice or statements of legal counsel (including counsel to the Borrowers or the Guarantor), 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 Transaction Document unless it shall first receive such advice or concurrence of the 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 Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Transaction Document in accordance with a request or consent of the Requisite Lenders 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 precedent specified in Article V, each Lender that has executed this Agreement or shall hereafter execute and deliver an Assignment and Acceptance in accordance with Section 10.11 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 the Lender, unless an officer of the Agent responsible for the transactions contemplated by the Transaction Documents shall have received notice from the Lender prior to the borrowing specifying its objection thereto and either such objection shall not have been withdrawn by notice to the Agent to that effect or the Lender shall not have made available to the Agent the Lender's Proportionate Share of such borrowing.

Reliance by the Agent. (a) The Agent shall be entitled to rely, and shall be fully protected in relying, upon (i) any note, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, facsimiletelecopy, telex or telephone teletype message, statement statement, order or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person person or Persons, persons and (ii) any upon advice or and statements of legal counsel (including including, without limitation, counsel to the Borrowers or the GuarantorBorrower), 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 and the other Transaction Document Loan Documents unless it shall first receive such advice or concurrence of the Requisite 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 Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Transaction Document in accordance with a request or consent of the Requisite Required Lenders (or, when expressly required hereby, all the Lenders), and such request and any action taken or failure to act pursuant thereto shall be binding upon all of the Lenders. (b) For purposes of determining compliance with the conditions precedent specified in Article VSection 4.02, each Lender that has executed signed this Agreement or shall hereafter execute and deliver an Assignment and Acceptance in accordance with Section 10.11 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 Agent to such Lender for consent, approval, acceptance or satisfaction, or required thereunder to be consented to or approved by or acceptable or satisfactory to the Lender, a Lender unless an officer of the Agent responsible for the transactions contemplated by the Transaction Documents shall have received notice from the such Lender prior to the borrowing proposed Closing Date specifying its objection thereto and either such objection shall not have been withdrawn by notice to the Agent to that effect or the Lender shall not have made available to the Agent the Lender's Proportionate Share of such borrowingthereto.

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 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 (ii) any advice or statements of legal counsel (including counsel to the Borrowers or the GuarantorBorrower), 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 Transaction Document unless it shall first receive such advice or concurrence of the 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 Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Transaction Document in accordance with a request or consent of the Requisite Lenders 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 precedent specified in Article V, each Lender that has executed this Agreement or shall hereafter execute and deliver an Assignment and Acceptance in accordance with Section 10.11 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 the Lender, unless an officer of the Agent responsible for the transactions contemplated by the Transaction Documents shall have received notice from the Lender prior to the borrowing specifying its objection thereto and either such objection shall not have been withdrawn by notice to the Agent to that effect or the Lender shall not have made available to the Agent the Lender's Proportionate Share of such borrowing.

Reliance by the Agent. (a) The Agent shall be entitled to relyrely upon, and shall be fully protected in relyingnot incur any liability for relying upon, upon (i) any writingnotice, resolutionrequest, noticecertificate, consent, certificatestatement, affidavitinstrument, letter, telegram, facsimile, telex document or telephone other writing (including any electronic 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 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 (ii) shall not incur any advice or statements liability for relying thereon. In determining compliance with any condition hereunder to the purchase of any Note, that by its terms must be fulfilled to the satisfaction of a Purchaser, the Agent may presume that such condition is satisfactory to such Purchaser unless the Agent shall have received notice to the contrary from such Purchaser prior to the purchase of such Note. The Agent may consult with legal counsel (including who may be counsel to for the Borrowers or the GuarantorNote Parties), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the Agentadvice of any such counsel, accountants or experts. The Agent shall be fully justified in failing may request (i) instructions from the Required Purchasers (or refusing such greater percentage of holders of the Notes required) prior to take taking any action under or entering into any amendment, modification or supplement, making any determination, making any calculation, sending any notice, revoking any notice, making a selection, request, election or appointment (including failing to make a selection, request, election or appointment), exercising any voting rights or powers (including failing to exercise any voting rights or powers), exercising any rights or remedies (and all actions incidental or related thereto), releasing, subordinating and/or terminating any Lien, exercising any powers as the attorney-in-fact for the Issuer or any other Note Party, providing any consent, approval, instruction or direction (including failing to provide any consent, approval, instruction or direction) or making (or failing to make) any filing or recording in connection with this Agreement or any other Transaction Document unless it shall first receive such advice or concurrence of the Requisite Lenders other Note Documents, and may refrain (and shall incur no liability from so refraining) from taking or omitting to take any act or making any such determination, calculation, selection request, exercising such voting rights or powers or providing such notice, approval or consent or entering into any amendments, modification or supplements until it receives such instruction (or calculation, as applicable) from the Required Purchasers (or such number or percentage of the holders of the Notes as shall be necessary under the circumstances as provided for herein or in the other Note Documents) and (ii) such indemnity from the holders of the Notes, in each case, as it reasonably deems appropriate (and until such instructions and indemnity, as applicable, are received, the Agent shall act, or refrain from acting, as it deems appropriate andadvisable in its sole discretion) and the Agent shall not incur liability to any holder of the Notes, if it so requests, it shall first be indemnified to its satisfaction by the Lenders against Issuer or any and all liability and expense which may be incurred by it other Note Party by reason of taking or continuing to take any such actionso refraining. The Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any and the other Transaction Document Note Documents in accordance with a request or consent written instruction of the Requisite Lenders Required Purchasers (or, if so specified by this Agreement, all of the holders of the Notes), 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 precedent specified in Article V, each Lender that has executed this Agreement or shall hereafter execute and deliver an Assignment and Acceptance in accordance with Section 10.11 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 the Lender, unless an officer holders of the Agent responsible for Notes and all future holders of the transactions contemplated by the Transaction Documents shall have received notice from the Lender prior to the borrowing specifying its objection thereto and either such objection shall not have been withdrawn by notice to the Agent to that effect or the Lender shall not have made available to the Agent the Lender's Proportionate Share of such borrowingNotes.

Reliance by the Agent. (a) The Agent shall be entitled to rely, and shall be fully protected in relying, upon (i) 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 (ii) any upon advice or and statements of legal counsel (including counsel to the Borrowers Borrower or the Guarantorany other Person party to any Loan Document), 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 Transaction Loan Document unless it shall first receive such advice or concurrence of the Requisite Required Lenders (or all Lenders, as it applicable) as the Agent 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 Transaction Loan Document in accordance with a request or consent of the Requisite 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 other instances, the Agent may, but shall not be required to, initiate any solicitation for the consent or a vote of the Lenders. (b) For purposes of determining compliance with the conditions precedent specified in Article V8, each Lender that has executed this Agreement or shall hereafter execute and deliver an Assignment and Acceptance in accordance with Section 10.11 Participant shall be deemed to have consented to, approved or accepted accepted, or to be satisfied with with, each document or other matter either sent by the Agent to such each Lender for consent, approval, acceptance or satisfaction, or required thereunder to be consented to or approved by or acceptable or satisfactory to the a Lender, unless an officer of the Agent responsible for the transactions contemplated by the Transaction Documents shall have received notice from the Lender prior to the borrowing specifying its objection thereto and either such objection shall not have been withdrawn by notice to the Agent to that effect or the Lender shall not have made available to the Agent the Lender's Proportionate Share of such borrowing.

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 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 (ii) any advice or statements of legal counsel (including counsel to the Borrowers Borrower or the Guarantor), 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 Transaction Document unless it shall first receive such advice or concurrence of the 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 Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Transaction Document in accordance with a request or consent of the Requisite Lenders 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 precedent specified in Article VIV, each Lender that has executed this Agreement or shall hereafter execute and deliver an Assignment and Acceptance in accordance with Section 10.11 9.11 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 the Lender, unless an officer of the Agent responsible for the transactions contemplated by the Transaction Documents shall have received notice from the Lender prior to the borrowing specifying its objection thereto and either such objection shall not have been withdrawn by notice to the Agent to that effect or the Lender shall not have made available to the Agent the Lender's ’s Proportionate Share of such borrowing.

Reliance by the Agent. (a) The Agent shall be entitled to relyrely upon, and shall be fully protected in relyingnot incur any liability for so reasonably relying upon, upon (i) any writingnotice, resolutionrequest, noticecertificate, consent, certificatestatement, affidavitinstrument, letterdocument, telegram, facsimile, telex or telephone other writing (including any electronic 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 sent, or otherwise authenticated by the proper Person. The Agent also may rely upon any statement made to it orally or by telephone and reasonably believed by it to have been made by the proper Person or PersonsPerson, and (ii) shall not incur any advice or statements of legal counsel (including counsel liability for so reasonably relying thereon. In determining compliance with any condition hereunder to any Credit Extension that, by its terms, shall be fulfilled to the Borrowers or satisfaction of a DIP Lender, the Guarantor)Agent may reasonably presume that such condition is reasonably satisfactory to such DIP Lender unless the Agent shall have received notice to the contrary from such DIP Lender prior to any such Credit Extension. The Agent may consult with legal counsel, independent accountants 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 Agentadvice of any such counsel, accountants, or experts. The Agent may at any time request instructions from the DIP Lenders as to a course of action to be taken by it hereunder and under any of the other DIP Loan Documents or in connection herewith and therewith or any other matter relating hereto and thereto. If Agent shall be fully justified request instructions from the DIP Lenders with respect to any act or action (including failure to act) in failing or refusing to take any action under connection with this Agreement or any other Transaction Document DIP Loan Document, the Agent shall be entitled to refrain from such act or taking such action unless it and until Agent shall first receive such advice or concurrence of have received instructions from the Requisite Lenders as it deems appropriate andRequired DIP Lenders, if it so requests, it and the Agent shall first be indemnified not incur liability to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it Person by reason of taking so refraining. Without limiting the foregoing, the DIP Lenders shall not have any right of action whatsoever against the Agent as a result of its acting or continuing refraining from acting hereunder in accordance with the instructions of Required DIP Lenders. Notwithstanding anything contained herein to the contrary, the Agent shall not be required to exercise any discretion or take any such action. The Agent action but shall in all cases only be required to act or refrain from acting (and shall be fully protected in acting, so acting or in refraining from acting, under this Agreement or any other Transaction Document in accordance with a request or consent ) upon the written instructions of the Requisite Required DIP Lenders (or such other number or percentage of the DIP Lenders as shall be expressly provided for herein or in the other DIP Loan Documents), in each case, as specified therein, and such request and any action taken or failure to act pursuant thereto instructions shall be binding upon all the Agent and each of the DIP Lenders. (b) For purposes ; provided, however, that the Agent shall not be required to take any action which is contrary to any provision of determining compliance with the conditions precedent specified in Article V, each Lender that has executed this Agreement or shall hereafter execute and deliver an Assignment and Acceptance the other DIP Loan Documents (as each may be amended, supplemented, or otherwise modified from time to time in accordance with Section 10.11 shall be deemed to have consented to, approved its terms) 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 the Lender, unless an officer of the Agent responsible for the transactions contemplated by the Transaction Documents shall have received notice from the Lender prior to the borrowing specifying its objection thereto and either such objection shall not have been withdrawn by notice to the Agent to that effect or the Lender shall not have made available to the Agent the Lender's Proportionate Share of such borrowingapplicable Law.

Reliance by the Agent. (a) The Agent shall be entitled to rely, and shall be fully protected in relying, upon (i) any note, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, facsimiletelecopy, telex or telephone teletype message, statement statement, order or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, Persons and (ii) any upon advice or and statements of legal counsel (including including, without limitation, counsel to the Borrowers or the GuarantorBorrower), independent accountants and other experts selected by the Agent. The Agent may deem and treat the payee of any Revolving Credit Note as the owner thereof for all purposes unless such Revolving Credit 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 Transaction Document Loan Documents unless it shall first receive such advice or concurrence of the Requisite Required Revolving Credit Lenders (or, when expressly required hereby or by the relevant other Loan Document, all the Revolving Credit Lenders) as it deems appropriate and, if it so requests, or it shall first be indemnified to its satisfaction by the Revolving Credit Lenders against any and all liability and expense expenses 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 Transaction Document and the Revolving Credit Notes in accordance with a request or consent of the Requisite Required Revolving Credit Lenders (or, when expressly required hereby, all the Revolving Credit Lenders), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Revolving Credit Lenders and all future holders of the LendersRevolving Credit Notes. (b) For purposes of determining compliance with the conditions precedent specified in Article V, each Lender that has executed this Agreement or shall hereafter execute and deliver an Assignment and Acceptance in accordance with Section 10.11 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 the Lender, unless an officer of the Agent responsible for the transactions contemplated by the Transaction Documents shall have received notice from the Lender prior to the borrowing specifying its objection thereto and either such objection shall not have been withdrawn by notice to the Agent to that effect or the Lender shall not have made available to the Agent the Lender's Proportionate Share of such borrowing.

Reliance by the Agent. (a) The Agent shall be entitled to relyrely upon any certification, and shall be fully protected in relying, upon (i) any writing, resolution, notice, consent, certificate, affidavit, letter, telegram, facsimile, telex or telephone message, statement notice or other document communication (including any thereof by telephone, telex, telegram or conversation cable) believed by it to be genuine and correct and to have been signed, signed or sent by or made by on behalf of the proper Person or Persons, and (ii) any upon advice or and statements of legal counsel (including counsel to the Borrowers or the Guarantor)counsel, independent accountants and other experts selected by the Agentit. The Agent may deem and treat each Lender as the holder of Loans made by it for all purposes hereof unless and until a notice of assignment or transfer thereof satisfactory to the Agent signed by such Lender shall have been furnished to the Agent, but the Agent shall not be fully justified required to deal with any Person who has acquired a participation in failing or refusing any Loan from a Lender. As to take any action under matters not expressly provided for by this Agreement or any other Transaction Document unless it shall first receive such advice or concurrence of Credit Document, the 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 Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement hereunder or any other Transaction Document thereunder in accordance with a request instructions given by the Required Lenders or consent all of the Requisite Lenders as is required in such circumstance, and such request instructions of such Lenders and any action taken or failure to act pursuant thereto shall be binding upon on all of the Lenders. (b) For purposes of determining compliance with the conditions precedent specified in Article V, each . The Agent makes no warranty or representation to any Lender that has executed this Agreement or and shall hereafter execute and deliver an Assignment and Acceptance in accordance with Section 10.11 shall not be deemed responsible to have consented to, approved or accepted or to be satisfied with each document or other matter either sent by the Agent to such any Lender for consentany statements, approval, acceptance or satisfactionwarranties, or required thereunder to be consented to representations made in or approved by or acceptable or satisfactory to the Lender, unless an officer in connection with any of the Credit Documents. The Agent responsible for the transactions contemplated by the Transaction Documents shall have received notice from the Lender prior to the borrowing specifying its objection thereto and either such objection shall not have been withdrawn by notice any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants, or conditions of any of the Credit Documents on the part of any Person party thereto or to inspect any asset (including the books and records) of the Company or any of its Subsidiaries. The Agent to that effect or the Lender shall not have made available be responsible to any Lender for the Agent execution, legality, validity, enforceability, genuineness, sufficiency or value of any of the Lender's Proportionate Share of such borrowingCredit Documents, or any other instrument or document furnished pursuant thereto.

Reliance by the Agent. (a) The Agent shall be entitled to rely, and shall be fully protected in relying, upon (i) any writing, communication, signature, resolution, representation, 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 (ii) any upon advice or and statements of legal counsel (including counsel to the Borrowers Borrower or the Guarantorany other Person party to any Loan Document), 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 Transaction Loan Document unless it shall first receive such advice or concurrence of the Requisite Required Lenders as it the Agent 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 Transaction Loan Document in accordance with a request or consent of the Requisite 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 other instances, the Agent may, but shall not be required to, initiate any solicitation for the consent or a vote of the Lenders. (b) For purposes of determining compliance with the conditions precedent specified in Article V7, each Lender that has executed this Agreement or shall hereafter execute and deliver an Assignment and Acceptance in accordance with Section 10.11 participant shall be deemed to have consented to, approved or accepted accepted, or to be satisfied with with, each document or other matter either sent by the Agent to such each Lender for consent, approval, acceptance acceptance, or satisfaction, or required thereunder to be consented to or approved by or acceptable or satisfactory to the a Lender, unless an officer of the Agent responsible for the transactions contemplated by the Transaction Documents shall have received notice from the Lender prior to the borrowing specifying its objection thereto and either such objection shall not have been withdrawn by notice to the Agent to that effect or the Lender shall not have made available to the Agent the Lender's Proportionate Share of such borrowing.

Reliance by the Agent. (a) The Agent shall be entitled to relyrely upon, and shall be fully protected in relyingnot incur any liability for relying upon, upon (i) any writingnotice, resolutionrequest, noticecertificate, consent, certificatestatement, affidavitinstrument, letter, telegram, facsimile, telex document or telephone other writing (including any electronic 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 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 (ii) shall not incur any advice or statements liability for relying thereon. In determining compliance with any condition hereunder to the making of a Term Loan, the Agent may presume that such condition is satisfactory to such Lender unless the Agent shall have received notice to the contrary from such Lender prior to the making of such Term Loan. The Agent may consult with legal counsel (including who may be counsel to for the Borrowers or the GuarantorBorrower), 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. Without limiting the generality of the foregoing, the Agent: (i) makes no warranty or representation to any Lender or any other Person and shall not be responsible to any Lender or any Person for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement or the other Loan Documents; (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 of this Agreement, the other Loan Documents or any related documents on the part of the Borrower, the Loan Parties or any other Person or to inspect the property (including the books and records) of the Borrower and Loan Parties; and (iii) shall not be responsible to any Lender or any other Person for the due execution, legality, validity, enforceability, genuineness, sufficiency, ownership, transferability or value of any Collateral, this Agreement, the other Loan Documents, any related document or any other instrument or document furnished pursuant hereto or thereto. The Agent shall not have any liability to the Borrower, any Loan Party or any Lender or any other Person for the Borrower’s, any Loan Party’s or any Lender’s, as the case may be, performance of, or failure to perform, any of their respective obligations and duties under this Agreement or any other Loan Document. The Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Transaction Loan Document unless it shall first receive such advice or concurrence of the Requisite Required Lenders (or, if so specified by this Agreement, all Lenders) as it deems appropriate and, if it so requests, and unless 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 Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any and the other Transaction Document Loan Documents in accordance with a request or consent of the Requisite Required Lenders (or, if so specified by this Agreement, all Lenders), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the Lenders. (b) Loans. For purposes of determining compliance clarity, phrases such as “satisfactory to the Agent,” “approved by the Agent,” “acceptable to the Agent,” “as determined by the Agent,” “in the Agent’s discretion,” “selected by the Agent,” “elected by the Agent,” “requested by the Agent,” “waived by the Agent,” “consented to by the Agent,” “agreed by the Agent” and phrases of similar import (including, without limitation, any actions required of the Agent in connection with the conditions precedent specified collection, adjustment or settlement under an insurance policy pursuant to any Loan Document, or any actions required of the Agent in Article V, each Lender connection with or arising from the Cases) that has executed this Agreement or shall hereafter execute authorize and deliver an Assignment and Acceptance in accordance with Section 10.11 shall be deemed to have consented to, approved or accepted or to be satisfied with each document or other matter either sent by permit the Agent to such Lender for consentapprove, approvaldisapprove, acceptance determine, act or satisfaction, or required thereunder decline to act in its discretion may be consented to or approved by or acceptable or satisfactory subject to the Lender, unless an officer of Agent’s receiving written direction or consent from (or non-objection by) the Agent responsible for the transactions contemplated by the Transaction Documents shall have received notice from the Lender prior Required Lenders to the borrowing specifying its objection thereto and either take such objection shall not have been withdrawn by notice action or to the Agent to that effect or the Lender shall not have made available to the Agent the Lender's Proportionate Share of exercise such borrowingrights.

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 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 (ii) any advice or statements of legal counsel (including counsel to the Borrowers or the GuarantorBorrower), 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 Transaction Document unless it shall first receive such advice or concurrence of the 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 Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Transaction Document in accordance with a request or consent of the Requisite Lenders 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 precedent specified in Article V, each Lender that has executed this Agreement or shall hereafter execute and deliver an Assignment and Acceptance in accordance with Section 10.11 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 the Lender, unless an officer of the Agent responsible for the transactions contemplated by the Transaction Documents shall have received notice from the Lender prior to the borrowing specifying its objection thereto and either such objection shall not have been withdrawn by notice to the Agent to that effect or the Lender shall not have made available to the Agent the Lender's Proportionate ’s Pro Rata Share of such borrowing.

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 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 (ii) any upon advice or and statements of legal counsel (including counsel to the Borrowers or the GuarantorBorrowers), 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 Transaction Loan Document unless it shall first receive such advice or concurrence of the Requisite 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 Transaction Loan Document in accordance with a request or consent of the Requisite Required Lenders 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 precedent specified in Article VARTICLE IV, each Lender that has executed this Agreement or shall hereafter execute and deliver an Assignment and Acceptance in accordance with Section 10.11 SUBSECTION 12.11(a) 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 the Lender, unless an officer of the Agent responsible for the transactions contemplated by the Transaction Loan Documents shall have received notice from the Lender prior to the borrowing initial Borrowing specifying its objection thereto and either such objection shall not have been withdrawn by notice to the Agent to that effect or the Lender shall not have made available to the Agent the Lender's Proportionate Share ratable portion of such borrowingBorrowing.

Reliance by the Agent. The 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 or the other Loan Documents or in any document, instrument or agreement at any time constituting, or intended to constitute, collateral security therefor, (b) to ascertain or inquire as to whether any notice, consent, waiver or request delivered to them shall have been duly authorized or is genuine, accurate and complete, or (c) to inspect the properties, books or records of the Borrowers. The Agent shall be entitled to rely, and shall be fully protected in relying, (x) upon (i) any writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, facsimiletelecopy, telex or telephone teletype message, statement 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, or (y) upon advice and (ii) any advice or statements of legal counsel (including counsel to the Borrowers or the Guarantor)counsel, independent accountants and other experts selected by the Agent. The Agent may deem and treat each Existing Lender party hereto or any Assignee as an Existing Lender 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 Agent identifying the name of any successor or Assignee. The Agent shall be entitled to fail or refuse, and shall be fully justified protected in failing or refusing refusing, to take any action under this Agreement or any the other Transaction Document Loan Documents unless (a) it first shall first receive such advice or concurrence of the Requisite Majority Lenders as it deems appropriate andappropriate, if or (b) it so requests, it first shall first be indemnified to its satisfaction by the Existing 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 In all cases the Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Transaction Document the Loan Documents in accordance with a request or consent of the Requisite Lenders Majority Lenders, and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Existing Lenders and all future holders of the LendersExisting Indebtedness. (b) For purposes of determining compliance with the conditions precedent specified in Article V, each Lender that has executed this Agreement or shall hereafter execute and deliver an Assignment and Acceptance in accordance with Section 10.11 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 the Lender, unless an officer of the Agent responsible for the transactions contemplated by the Transaction Documents shall have received notice from the Lender prior to the borrowing specifying its objection thereto and either such objection shall not have been withdrawn by notice to the Agent to that effect or the Lender shall not have made available to the Agent the Lender's Proportionate Share of such borrowing.

Reliance by the Agent. (a) The Agent shall be entitled to relyrely upon, and shall be fully protected in relyingnot incur any liability for relying upon, upon (i) any writingnotice, resolutionrequest, noticecertificate, consent, certificatestatement, affidavitinstrument, letter, telegram, facsimile, telex document or telephone other writing (including any electronic 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 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 (ii) shall not incur any advice or statements liability for relying thereon. In determining compliance with any condition hereunder to the purchase of any Note, that by its terms must be fulfilled to the satisfaction of a Purchaser, the Agent may presume that such condition is satisfactory to such Purchaser unless the Agent shall have received notice to the contrary from such Purchaser prior to the purchase of such Note. The Agent may consult with legal counsel (including who may be counsel to for the Borrowers or the GuarantorNote Parties), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the Agentadvice of any such counsel, accountants or experts. The Agent shall be fully justified in failing may request (i) instructions from the Required Purchasers (or refusing such greater percentage of holders of the Notes required) prior to take taking any action under or entering into any amendment, modification or supplement, making any determination, making any calculation, sending any notice, revoking any notice, making a selection, request, election or appointment (including failing to make a selection, request, election or appointment), exercising any voting rights or powers (including failing to exercise any voting rights or powers), exercising any rights or remedies (and all actions incidental or related thereto), releasing, subordinating and/or terminating any Lien, exercising any powers as the attorney-in-fact for the Issuer or any other Note Party, providing any consent, approval, instruction or direction (including failing to provide any consent, approval, instruction or direction) or making (or failing to make) any filing or recording in connection with this Agreement or any other Transaction Document unless it shall first receive such advice or concurrence of the Requisite Lenders as it deems appropriate andother Note Documents, if it and may refrain (and shall incur no liability from 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 refraining) from taking or continuing omitting to take any act or making any such action. The determination, calculation, selection request, exercising such voting rights or powers or providing such notice, approval or consent or entering into any amendments, modification or supplements until it receives such instruction (or calculation, as applicable) from the Required Purchasers (or such number or percentage of the holders of the Notes as shall be necessary under the circumstances as provided for herein or in the other Note Documents) and (ii) such indemnity from the holders of the Notes, in each case, as it reasonably deems appropriate (and until such instructions and indemnity, as applicable, are received, the Agent shall in all cases be fully protected in actingact, or in refraining refrain from acting, under this Agreement or any other Transaction Document in accordance with a request or consent of the Requisite Lenders 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 precedent specified in Article V, each Lender that has executed this Agreement or shall hereafter execute and deliver an Assignment and Acceptance in accordance with Section 10.11 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 the Lender, unless an officer of the Agent responsible for the transactions contemplated by the Transaction Documents shall have received notice from the Lender prior to the borrowing specifying its objection thereto and either such objection shall not have been withdrawn by notice to the Agent to that effect or the Lender shall not have made available to the Agent the Lender's Proportionate Share of such borrowing.as it 94 US-DOCS\127429400.24

Reliance by the Agent. (a) The Agent shall be entitled to relyrely upon, and shall be fully protected in relyingnot incur any liability for relying upon, upon (i) any writingnotice, resolutionrequest, noticecertificate, consent, certificatestatement, affidavitinstrument, letter, telegram, facsimile, telex document or telephone other writing (including any electronic 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 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 (ii) shall not incur any advice liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan, or statements the issuance, extension, or renewal of a Letter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender, the Agent may presume that such condition is satisfactory to such Lender unless the 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 Agent may consult with legal counsel (including who may be counsel to the Borrowers or the Guarantorfor any Loan Party), 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 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 Transaction Loan Document unless it shall first receive such advice or concurrence of the Requisite Required Lenders (or such other number or percentage of Lenders as shall be provided for herein or in the other Loan Documents) as it reasonably deems appropriate and, if it so requests, or it shall first be indemnified to its reasonable satisfaction by the Lenders against any and all liability and expense which that may be incurred by it by reason of taking or continuing to take any such action. The Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any and the other Transaction Document Loan Documents in accordance with a request or consent of the Requisite Required Lenders (or such other number or percentage of Lenders as shall be provided for herein or in the other Loan Documents), and such request and any action taken or failure to act pursuant thereto shall be binding upon the Lenders and all future holders of the LendersAdvances. (b) For purposes of determining compliance with the conditions precedent specified in Article V, each Lender that has executed this Agreement or shall hereafter execute and deliver an Assignment and Acceptance in accordance with Section 10.11 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 the Lender, unless an officer of the Agent responsible for the transactions contemplated by the Transaction Documents shall have received notice from the Lender prior to the borrowing specifying its objection thereto and either such objection shall not have been withdrawn by notice to the Agent to that effect or the Lender shall not have made available to the Agent the Lender's Proportionate Share of such borrowing.