Common use of Reliance on Communications Clause in Contracts

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

Reliance on Communications. (a) Each Agent In each case in the absence of gross negligence or willful misconduct, the Agents shall be entitled to rely, and shall be fully protected in relying, upon any note, writing, communication, signature, resolution, representation, notice, consent, certificate, affidavit, letter, email, cablegram, telegram, facsimiletelecopy, telex or telephone teletype message, electronic mail messagestatement, statement order or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, Persons and upon advice and statements of legal counsel (including including, without limitation, counsel to any Loan Party)of the Borrower Parties, independent accountants and other experts selected by such Agentthe Agents with reasonable care). Each Agent may deem and treat each Lender as the owner of its interests hereunder for all purposes unless a written notice of assignment, negotiation or transfer thereof shall have been filed with the Administrative Agent in accordance with Section 12.11(c). Each Agent shall be fully justified in failing or refusing to take any action under this Credit Agreement or under any of the other Loan Document Documents unless it shall first receive such advice or concurrence of the Required Lenders as it deems appropriate and, if it so requests, or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. Each Agent shall in all cases be fully protected in acting, or in refraining from acting, hereunder or under this Agreement or any of the other Loan Document Documents in accordance with a request or consent of the Required Lenders (or such greater number to the extent specifically required, all of Lenders as may be expressly required hereby in any instancethe Lenders) and such request and any action taken or failure to act pursuant thereto shall be binding upon all the LendersLenders (including their successors and assigns). (b) For purposes of determining compliance with the conditions specified in Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Reliance on Communications. (a) Each Agent The Agents shall be entitled to rely, and shall be fully protected in relying, upon any note, writing, communication, signature, resolution, representation, notice, consent, certificate, affidavit, letter, cablegram, telegram, facsimiletelecopy, telex telex, teletype or telephone message, electronic e-mail 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 upon advice and statements of legal counsel (including including, without limitation, counsel to any Loan Party)of the Credit Parties, independent accountants and other experts selected by such Agentthe Agents). Each The Agents may deem and treat each Lender as the owner of its interests hereunder for all purposes unless a written notice of assignment, negotiation or transfer thereof shall have been filed with the Administrative Agent in accordance with Section 10.06(b). The Agents shall be fully justified in failing or refusing to take any action under this Agreement or under any Loan Document of the other Senior Finance Documents unless it shall first receive such advice or concurrence of the Required Lenders as it deems appropriate and, if it so requests, or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. Each Agent The Agents shall in all cases be fully protected in acting, or in refraining from acting, hereunder or under this Agreement or any of the other Loan Document Senior Finance Documents in accordance with a request or consent of the Required Lenders (or such greater number of Lenders as may be expressly required hereby to the extent specifically provided in any instanceSection 10.03, all the Lenders) and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders (including their successors and assigns). Where this Agreement expressly permits or prohibits an action unless the Required Lenders otherwise determine, any Agent shall, and in all other instances an Agent may, but shall not be required to, initiate any solicitation for the consent or vote of the Lenders. (b) For purposes of determining compliance with the conditions specified in Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

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

Reliance on Communications. (a) Each The Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, communication, signature, resolution, representation, notice, consent, certificate, affidavit, letter, telegram, facsimile, telex or telephone message, electronic mail message, statement or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, and upon advice and statements of legal counsel (including counsel to any Loan Partythe Borrower), independent accountants and other experts selected by such the Administrative Agent. Each The Administrative Agent may deem and treat each Lender as the owner of its interests hereunder for all purposes unless a written notice of assignment, negotiation or transfer thereof shall have been delivered to the Administrative Agent in accordance with Section 11.3(b). The Administrative Agent shall be fully justified in failing or refusing to take any action under any Loan Credit Document unless it shall first receive such advice or concurrence of the Required Lenders 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. Each The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Credit Agreement or any other Loan Credit Document in accordance with a request or consent of the Required Lenders (or such greater number of Lenders as may be expressly all the Lenders, if required hereby in any instance) hereunder, and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and participants, and their respective successors and assigns. Where this Credit Agreement expressly permits or prohibits an action unless the Required Lenders otherwise determine, the Administrative Agent shall, and in all other instances, the Administrative Agent may, but shall not be required to, initiate any solicitation for the consent or a vote of the Lenders. (b) For purposes of determining compliance with the conditions specified in Section 4.015.1, each Lender that has signed this Credit Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter either sent by the Administrative Agent to such Lender for consent, approval, acceptance or satisfaction, or required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection theretoLender.

Reliance on Communications. (a) Each Agent The Agents shall be entitled to rely, and shall be fully protected in relying, upon any note, writing, communication, signature, resolution, representation, notice, consent, certificate, affidavit, letter, cablegram, telegram, facsimiletelecopy, telex telex, teletype or telephone message, electronic e-mail 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 upon advice and statements of legal counsel (including including, without limitation, counsel to any Loan Party)the Borrower, independent accountants and other experts selected by such Agentthe Agents). Each The Agents may deem and treat each Lender as the owner of its interests hereunder for all purposes unless a written notice of assignment, negotiation or transfer thereof shall have been filed with the Administrative Agent in accordance with SECTION 10.06(b). The Agents shall be fully justified in failing or refusing to take any action under this Agreement or under any of the other Loan Document Documents unless it shall first receive such advice or concurrence of the Required Lenders as it deems appropriate and, if it so requests, or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. Each Agent The Agents shall in all cases be fully protected in acting, or in refraining from acting, hereunder or under this Agreement or any of the other Loan Document Documents in accordance with a request or consent of the Required Lenders (or such greater number of Lenders as may be expressly required hereby to the extent specifically provided in any instanceSECTION 10.01, all the Lenders) and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders (including their successors and assigns). Where this Agreement expressly permits or prohibits an action unless the Required Lenders otherwise determine, any Agent shall, and in all other instances an Agent may, but shall not be required to, initiate any solicitation for the consent or vote of the Lenders. (b) For purposes of determining compliance with the conditions specified in Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Reliance on Communications. (a) Each The Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, communication, signature, resolution, representation, notice, consent, certificate, affidavit, letter, telegram, facsimile, telex or telephone message, electronic mail message, internet or intranet website posting, statement or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, and upon advice and statements of legal counsel (including counsel to any Loan Credit Party), independent accountants and other experts selected by such the Administrative Agent. Each The Administrative Agent may deem and treat each Lender as the owner of its interests hereunder for all purposes unless a written notice of assignment, negotiation or transfer thereof shall have been delivered to the Administrative Agent in accordance with Section 11.3(b). The Administrative Agent shall be fully justified in failing or refusing to take any action under any Loan Credit Document unless it shall first receive such advice or concurrence of the Required Lenders 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. Each The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Credit Agreement or any other Loan Credit Document in accordance with a request or consent of the Required Lenders (or such greater number of Lenders as may be expressly all the Lenders, if required hereby in any instance) hereunder, and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and participants, and their respective successors and assigns. Where this Credit Agreement expressly permits or prohibits an action unless the Required Lenders otherwise determine, the Administrative Agent shall (and in all other instances, the Administrative Agent may, but shall not be required to) contact the Lenders to solicit the consent of the Required Lenders or to conduct a vote of the Lenders. (b) For purposes of determining compliance with the conditions specified in Section 4.015.1, unless set forth in writing to the contrary, each Lender that has signed this Credit Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter either sent by the Administrative Agent to such Lender for consent, approval, acceptance or satisfaction, or required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection theretoLender.

Reliance on Communications. (a) Each Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, communication, signature, resolution, representation, notice, consent, certificate, affidavit, letter, telegram, facsimile, telex or telephone message, electronic mail message, statement or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, and upon advice and statements of legal counsel (including counsel to any Loan Party), independent accountants and other experts selected by such Agent. Each Agent shall be fully justified in failing or refusing to take any action under any Loan Document unless it shall first receive such advice or concurrence of the Required Lenders as it deems appropriate and, if it so requests, it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. Each Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Loan Document in accordance with a request or consent of the Required Lenders (or such greater number of Lenders as may be expressly required hereby in any instance) and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders. (b) For purposes of determining compliance with the conditions specified in Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Amendment No. 2 Effective Date specifying its objection thereto.

Reliance on Communications. (a) Each The Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, communication, signature, resolution, representation, notice, consent, certificate, affidavit, letter, telegram, facsimile, telex or telephone message, electronic mail message, statement or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, and upon advice and statements of legal counsel (including counsel to any Loan Partythe Borrower), independent accountants and other experts selected by such the Administrative Agent. Each The Administrative Agent may deem and treat each Lender as the owner of its interests hereunder for all purposes unless a written notice of assignment, negotiation or transfer thereof shall have been delivered to the Administrative Agent in accordance with Section 11.3(b). The Administrative Agent shall be fully justified in failing or refusing to take any action 100 [[5731659]] under any Loan Credit Document unless it shall first receive such advice or concurrence of the Required Lenders as it deems appropriate and, if it so requests, it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. Each The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Credit Agreement or any other Loan Credit Document in accordance with a request or consent of the Required Lenders (or such greater number of Lenders as may be expressly all the Lenders, if required hereby in any instance) hereunder, and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and participants, and their respective successors and assigns. Where this Credit Agreement expressly permits or prohibits an action unless the Required Lenders otherwise determine, the Administrative Agent shall, and in all other instances, the Administrative Agent may, but shall not be required to, initiate any solicitation for the consent or a vote of the Lenders. (b) For purposes of determining compliance with the conditions specified in Section 4.015.1, each Lender that has signed this Credit Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter either sent by the Administrative Agent to such Lender for consent, approval, acceptance or satisfaction, or required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection theretoLender.

Reliance on Communications. (a) Each Agent The Agents shall be entitled to rely, and shall be fully protected in relying, upon any note, writing, communication, signature, resolution, representation, notice, consent, certificate, affidavit, letter, cablegram, telegram, facsimiletelecopy, telex telex, teletype or telephone message, electronic e-mail 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 upon advice and statements of legal counsel (including counsel to any Loan Party)of the Credit Parties, independent accountants and other experts selected by such Agentthe Agents). Each The Agents may deem and treat each Lender as the owner of its interests hereunder for all purposes unless a written notice of assignment, negotiation or transfer thereof shall have been filed with the Administrative Agent in accordance with Section 10.06(b). The Agents shall be fully justified in failing or refusing to take any action under this Agreement or under any Loan Document of the other Finance Documents unless it shall first receive such advice or concurrence of the Required Lenders as it deems appropriate and, if it so requests, or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. Each Agent The Agents shall in all cases be fully protected in acting, or in refraining from acting, hereunder or under this Agreement or any of the other Loan Document Finance Documents in accordance with a request or consent of the Required Lenders (or such greater number of Lenders as may be expressly required hereby in any instance) and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders (including their successors and assigns). Where this Agreement expressly permits or prohibits an action unless the Required Lenders otherwise determine, any Agent shall, and in all other instances an Agent may, but shall not be required to, initiate any solicitation for the consent or vote of the Lenders. (b) For purposes of determining compliance with the conditions specified in Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Reliance on Communications. (a) Each The Agent Lessor shall be entitled to rely, and shall be fully protected in relying, upon any note, writing, communication, signature, resolution, representation, notice, consent, certificate, affidavit, letter, cablegram, telegram, facsimiletelecopy, telex or telephone teletype message, electronic mail messagestatement, statement order or other document or conversation reasonably believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, Persons and upon advice and statements of legal counsel (including including, without limitation, counsel to any Loan Party)Lessee, independent accountants and other experts selected by such Agentthe Agent Lessor). Each The Agent Lessor may deem and treat the Participants as the owner of their respective interests hereunder and under the other Operative Agreements for all purposes unless a written notice of assignment, negotiation or transfer thereof shall have been filed with the Agent Lessor in accordance with Section 11. The Agent Lessor, acting in its capacity as Agent Lessor, shall be fully justified in failing or refusing to take any action under this Agreement or under any Loan Document of the other Operative Agreements unless it shall first receive such advice or concurrence of the Required Lenders Lessors as it deems appropriate and, if it so requests, or it shall first be indemnified to its satisfaction by the Lenders Participants against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. Each The Agent Lessor shall in all cases be fully protected in acting, or in refraining from acting, hereunder or under this Agreement or any of the other Loan Document Operative Agreements in accordance with a request or consent of the Required Lenders (or such greater number of Lenders as may be expressly required hereby in any instance) Lessors and such request and any action taken or failure to act pursuant thereto shall be binding upon all the LendersParticipant's (including their successors and assigns). (b) For purposes of determining compliance with the conditions specified in Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

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

Reliance on Communications. (a) Each Agent The Agents shall be entitled to rely, and shall be fully protected in relying, upon any note, writing, communication, signature, resolution, representation, notice, consent, certificate, affidavit, letter, cablegram, telegram, facsimiletelecopy, telex telex, teletype or telephone message, electronic e-mail 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 upon advice and statements of legal counsel (including including, without limitation, counsel to any Loan Party)the Borrower, independent accountants and other experts selected by such Agentthe Agents). Each The Agents may deem and treat each Lender as the owner of its interests hereunder for all purposes unless a written notice of assignment, negotiation or transfer thereof shall have been filed with the Administrative Agent in accordance with SECTION 10.06( b). The Agents shall be fully justified in failing or refusing to take any action under this Agreement or under any of the other Loan Document Documents unless it shall first receive such advice or concurrence of the Required Lenders as it deems appropriate and, if it so requests, or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. Each Agent The Agents shall in all cases be fully protected in acting, or in refraining from acting, hereunder or under this Agreement or any of the other Loan Document Documents in accordance with a request or consent of the Required Lenders (or such greater number of Lenders as may be expressly required hereby to the extent specifically provided in any instanceSECTION 10.01, all the Lenders) and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders (including their successors and assigns). Where this Agreement expressly permits or prohibits an action unless the Required Lenders otherwise determine, any Agent shall, and in all other instances an Agent may, but shall not be required to, initiate any solicitation for the consent or vote of the Lenders. (b) For purposes of determining compliance with the conditions specified in Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Reliance on Communications. (a) Each The Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any note, writing, communication, signature, resolution, representation, notice, consent, certificate, affidavit, letter, cablegram, telegram, facsimiletelecopy, telex or telephone teletype message, electronic mail messagestatement, statement order or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, Persons and upon advice and statements of legal counsel (including including, without limitation, counsel to any Loan Party)the Borrower, independent accountants and other experts selected by the Administrative Agent with reasonable care). The Administrative Agent may deem and treat the Lenders as the owners of their respective interests hereunder for all purposes unless a written notice of assignment, negotiation or transfer thereof shall have been filed with the Administrative Agent in accordance with Section 10.3(b) hereof. In determining compliance with any condition hereunder to the making of a Loan, or the issuance of a Letter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender or the L/C Issuer, the Administrative Agent may presume that such Agentcondition is satisfactory to such Lender or the L/C Issuer unless the Administrative Agent shall have received notice to the contrary from such Lender or the L/C Issuer prior to the making of such Loan or the issuance of such Letter of Credit. Each The Administrative Agent shall be fully justified in failing or refusing to take any action under this Credit Agreement or under any Loan Document of the other Credit Documents unless it shall first receive such advice or concurrence of the Required Lenders as it deems appropriate and, if it so requests, or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. Each The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, hereunder or under this Agreement or any of the other Loan Document Credit Documents in accordance with a request or consent of the Required Lenders (or such greater number of Lenders as may be expressly required hereby to the extent specifically provided in any instanceSection 10.6, all the Lenders) and such request and any action taken or failure to act pursuant thereto shall be binding upon all the LendersLenders (including their successors and assigns). (b) For purposes of determining compliance with the conditions specified in Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Reliance on Communications. (a) Each Agent of the Agent, the Collateral Agent, and the Depositary shall be entitled to conclusively rely, and shall be fully protected in relying, upon any note, writing, communication, signature, resolution, representation, notice, consent, certificate, affidavit, letter, cablegram, 101 762040188 telegram, facsimiletelecopy, telex telex, teletype or telephone message, electronic e-mail 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 upon advice and statements of legal counsel (including including, without limitation, counsel to any Loan Party)of the Facility Parties, the Collateral Agent, or the Depositary, independent accountants and other experts selected by such the Agent, the Collateral Agent, or the Depositary, as applicable, in the absence of gross negligence or willful misconduct). The Agent may deem and treat each Lender as the owner of its interests hereunder for all purposes unless a written notice of assignment, negotiation or transfer thereof shall have been filed with the Agent in accordance with Section 11.06(b). Each of the Collateral Agent, the Depositary, and the Agent shall be fully justified in failing or refusing to take any action under this Agreement or under any of the other Loan Document Documents unless it shall first receive such advice or concurrence of the Required Lenders as it deems appropriate and, if it so requests, or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. Each of the Agent, the Depositary, and the Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, hereunder or under this Agreement or any of the other Loan Document Documents in accordance with a request or consent of the Required Lenders (or such greater number of Lenders as may be expressly required hereby to the extent specifically provided in any instanceSection 11.03, all the Lenders) and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders. Lenders (b) For purposes of determining compliance with including their successors and assigns). Where this Agreement expressly permits or prohibits an action unless the conditions specified Required Lenders (or to the extent specifically provided in Section 4.0111.03, all the Lenders) otherwise determine, each Lender that has signed of the Agent, the Depositary, and the Collateral Agent shall, and in all other instances the Agent, the Collateral Agent, and the Depositary may, but shall not be required to, initiate any solicitation for the consent or vote of the Lenders. Nothing herein shall be construed to impose an obligation on the part of the Collateral Agent or the Depositary to monitor, recalculate, evaluate or verify or independently determine the accuracy of any report, certificate or information received under this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior Transaction Documents (except to the proposed Closing Date specifying its objection theretoextent otherwise expressly set forth herein).

Reliance on Communications. (a) Each Agent The Agents shall be entitled to rely, and shall be fully protected in relying, upon any note, writing, communication, signature, resolution, representation, notice, consent, certificate, affidavit, letter, cablegram, telegram, facsimiletelecopy, telex telex, teletype or telephone message, electronic e-mail 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 upon advice and statements of legal counsel (including including, without limitation, counsel to any Loan Party)of the Credit Parties, independent accountants and other experts selected by such Agentthe Agents). Each Agent The Agents may deem and treat each Lender as the owner of its interests hereunder for all purposes unless a written notice of assignment, negotiation or transfer thereof shall have been filed with the Administrative Agents in accordance with SECTION 10.06(b). The Agents shall be fully justified in failing or refusing to take any action under this Agreement or under any Loan Document of the other Senior Finance Documents unless it shall first receive such advice or concurrence of the Required Lenders (or to the extent specifically provided in SECTION 10.03, all or the required percentage, as applicable, of the relevant Lenders) as it deems appropriate and, if it so requests, or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. Each Agent The Agents shall in all cases be fully protected in acting, or in refraining from acting, hereunder or under this Agreement or any of the other Loan Document Senior Finance Documents in accordance with a request or consent of the Required Lenders (or such greater number to the extent specifically provided in SECTION 10.03, all or the required percentage, as applicable, of Lenders as may be expressly required hereby in any instancethe relevant Lenders) and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders (including their successors and assigns). Where this Agreement expressly permits or prohibits an action unless the Required Lenders (or to the extent specifically provided in SECTION 10.03, all or the required percentage, as applicable, of the relevant Lenders) otherwise determine, any Agent shall, and in all other instances an Agent may, but shall not be required to, initiate any solicitation for the consent or vote of the Lenders. (b) For purposes of determining compliance with the conditions specified in Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Reliance on Communications. (a) Each Agent The Agents shall be entitled to rely, and shall be fully protected in relying, upon any note, writing, communication, signature, resolution, representation, notice, consent, certificate, affidavit, letter, cablegram, telegram, facsimiletelecopy, telex telex, teletype or telephone message, electronic e-mail 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 upon advice and statements of legal counsel (including including, without limitation, counsel to any Loan Party)of the Credit Parties, independent accountants and other experts selected by such Agentthe Agents). Each The Agents may deem and treat each Lender as the owner of its interests hereunder for all purposes unless a written notice of assignment, negotiation or transfer thereof shall have been filed with the Administrative Agent in accordance with Section 10.06(b). The Agents shall be fully justified in failing or refusing to take any action under this Agreement or under any Loan Document of the other Senior Finance Documents unless it shall first receive such advice or concurrence of the Required Lenders (or the Required Term B-3 Lenders in the case of Section 2.01(d)) as it deems appropriate and, if it so requests, or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. Each Agent The Agents shall in all cases be fully protected in acting, or in refraining from acting, hereunder or under this Agreement or any of the other Loan Document Senior Finance Documents in accordance with a request or consent of the Required Lenders (or such greater number of Lenders as may be expressly required hereby to the extent specifically provided in any instanceSection 10.03, all the Lenders, or to the extent involving Section 2.01(d), Required Term B-3 Lenders) and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders (including their successors and assigns). Where this Agreement expressly permits or prohibits an action unless the Required Lenders or Required Term B-3 Lenders otherwise determine, any Agent shall, and in all other instances an Agent may, but shall not be required to, initiate any solicitation for the consent or vote of the Lenders. (b) For purposes of determining compliance with the conditions specified in Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.