Common use of Reliance on Communications Clause in Contracts

Reliance on Communications. Each of the Agent and the Collateral Agent shall be entitled to rely, and shall be fully protected in relying, upon any note, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex, teletype or e-mail message, statement, order or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel (including, without limitation, counsel to any of the Facility Parties, independent accountants and other experts selected by the Agent 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 Agent and the Collateral Agent shall be fully justified in failing or refusing to take any action under this Agreement or under any of the other Loan Documents unless it shall first receive such advice or concurrence of all the Lenders (to the extent specifically provided in Section 11.03), Required Lenders or Supermajority Lenders, as the case may be, as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. Each of the Agent and the Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, hereunder or under any of the other Loan Documents in accordance with a request of all the Lenders (to the extent specifically provided in Section 11.03), Required Lenders or Supermajority Lenders, as the case may be, 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 all the Lenders (to the extent specifically provided in Section 11.03), Required Lenders or Supermajority Lenders, as the case may be, otherwise determine, each of the Agent and the Collateral Agent shall, and in all other instances each of the Agent and the Collateral Agent may, but shall not be required to, initiate any solicitation for the consent or vote of the Lenders.

Reliance on Communications. Each The Trustee may rely upon a certification of the Agent Investment Committee or the Employee Benefits Committee (or any member thereof) with respect to any instruction, direction or approval of such Employee Benefits Committee (or any member thereof if an Administrative Committee is appointed Employee Benefits Committee) and may rely upon a certification of the Collateral Agent shall be entitled Company as to relythe membership of the Committee as it then exists, and may continue to rely upon such certification until a subsequent certification is filed with the Trustee. he Trustee shall be fully protected in relying, acting upon any note, writing, resolution, notice, consentinstrument, certificate, affidavitor paper of the Company, letterits Board of Directors, cablegramthe Investment Committee and the Employee Benefits Committee (or any member thereof), telegram, telecopy, telex, teletype or e-mail message, statement, order or other document or conversation reasonably believed by it to be genuine and correct to be signed or presented by any authorized person, and the Trustee shall be under no duty to have been signed, sent make any investigation or made inquiry as to any statement contained in any such writing but may accept the same as fully authorized by the proper Person Company, its Board of Directors or Persons and upon advice and statements of legal counsel the Investment Committee or the Employee Benefits Committee (including, without limitation, counsel to or any of the Facility Parties, independent accountants and other experts selected by the Agent in the absence of gross negligence or willful misconductmember thereof). 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 Agent and the Collateral Agent shall be fully justified in failing or refusing to take any action under this Agreement or under any of the other Loan Documents unless it shall first receive such advice or concurrence of all the Lenders (to the extent specifically provided in Section 11.03), Required Lenders or Supermajority Lenders, as the case may be. Notwithstanding any other provision of this Agreement, as it deems appropriate instructions, directions and other communications provided under this agreement may be given to the Trustee by letter, telex, SWIFT or it shall first be indemnified to its satisfaction other electronic or electro-mechanical means deemed acceptable 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 Trustee, including the use of the Agent Trustee’s Northern Trust Passport® applications, subject to such additional terms and the Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, hereunder or under any of the other Loan Documents in accordance with a request of all the Lenders (to the extent specifically provided in Section 11.03), Required Lenders or Supermajority Lenders, conditions as the case Trustee may berequire. In its sole discretion, 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 all the Lenders (to the extent specifically provided in Section 11.03), Required Lenders or Supermajority Lenders, as the case may be, otherwise determine, each of the Agent and the Collateral Agent shall, and in all other instances each of the Agent and the Collateral Agent Trustee may, but shall not be required to, initiate any solicitation accept instructions, directions or other communications given to the Trustee by telephone. Any instructions, directions or other communications given to the Trustee by telephone shall promptly thereafter be confirmed in writing, but the Trustee will incur no liability for the consent Company’s or vote the Employee Benefits Committee’s or the Investment Committee’s failure, or the failure of an Investment Manager, to send such written confirmation or for the Lendersfailure of any such written confirmation to conform to the telephonic instruction received by the Trustee. The Trustee shall be further protected in reasonably relying upon a certification from any Investment Manager appointed by the Investment Committee as to the person or persons authorized to give instructions or directions on behalf of such Investment Manager and may continue to rely upon such certification until a subsequent certification is filed with Trustee.

Reliance on Communications. Each of the Agent Agent, the Collateral Agent, and the Collateral Agent Depositary shall be entitled to conclusively rely, and shall be fully protected in relying, upon any note, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, 101 Warehouse Loan Agreement 762040188 telegram, telecopy, telex, teletype or e-mail message, statement, order or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel (including, without limitation, counsel to any of the Facility Parties, the Collateral Agent, or the Depositary, independent accountants and other experts selected by the Agent 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 Agent Collateral Agent, the Depositary, and the Collateral Agent shall be fully justified in failing or refusing to take any action under this Agreement or under any of the other Loan Documents unless it shall first receive such advice or concurrence of all the Lenders (to the extent specifically provided in Section 11.03), Required Lenders or Supermajority Lenders, as the case may be, as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. Each of the Agent Agent, the Depositary, and the Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, hereunder or under any of the other Loan Documents in accordance with a request of all the Required Lenders (or to the extent specifically provided in Section 11.03), Required Lenders or Supermajority all the Lenders, as the case may be, ) 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 all the Required Lenders (or to the extent specifically provided in Section 11.03), Required Lenders or Supermajority all the Lenders, as the case may be, ) otherwise determine, each of the Agent Agent, the Depositary, and the Collateral Agent shall, and in all other instances each of the Agent Agent, the Collateral Agent, and the Collateral Agent 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 or the Transaction Documents (except to the extent otherwise expressly set forth herein).

Reliance on Communications. Each of the Agent and the Collateral Agent The Agents shall be entitled to rely, and shall be fully protected in relying, upon any note, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex, teletype or e-mail message, statement, order or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel (including, without limitation, counsel to any of the Facility PartiesBorrower, independent accountants and other experts selected by the Agent in the absence of gross negligence or willful misconductAgents). The Agent 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 11.06(bSECTION 10.06(b). Each of the Agent and the Collateral Agent The Agents shall be fully justified in failing or refusing to take any action under this Agreement or under any of the other Loan Documents unless it shall first receive such advice or concurrence of all the Lenders (to the extent specifically provided in Section 11.03), Required Lenders or Supermajority Lenders, as the case may be, as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. Each of the Agent and the Collateral Agent The Agents shall in all cases be fully protected in acting, or in refraining from acting, hereunder or under any of the other Loan Documents in accordance with a request of all the Required Lenders (or to the extent specifically provided in Section 11.03)SECTION 10.01, Required Lenders or Supermajority all the Lenders, as the case may be, ) 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 all the Lenders (to the extent specifically provided in Section 11.03), Required Lenders or Supermajority Lenders, as the case may be, otherwise determine, each of the Agent and the Collateral any Agent shall, and in all other instances each of the Agent and the Collateral an Agent may, but shall not be required to, initiate any solicitation for the consent or vote of the Lenders.

Reliance on Communications. Each of the Agent and the Collateral The Agent shall be entitled to rely, and shall be fully protected in relying, upon any note, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex, teletype or e-mail message, statement, order or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel (including, without limitation, counsel to any of the Facility Parties, independent accountants and other experts selected by the Agent 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 Agent and the Collateral The Agent shall be fully justified in failing or refusing to take any action under this Agreement or under any of the other Loan Documents unless it shall first receive such advice or concurrence of all the Lenders (to the extent specifically provided in Section 11.03), Required Lenders or Supermajority Lenders, as the case may be, as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. Each of the Agent and the Collateral The Agent shall in all cases be fully protected in acting, or in refraining from acting, hereunder or under any of the other Loan Documents in accordance with a request of all the Required Lenders (or to the extent specifically provided in Section 11.03), Required Lenders or Supermajority all the Lenders, as the case may be, ) 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 all the Lenders (to the extent specifically provided in Section 11.03), Required Lenders or Supermajority Lenders, as the case may be, otherwise determine, each of the Agent and the Collateral Agent shall, and in all other instances each of the Agent and the Collateral Agent may, but shall not be required to, initiate any solicitation for the consent or vote of the Lenders.

Reliance on Communications. Each of the The Agent and the Collateral Agent Certificate Holder shall be entitled to rely, and shall be fully protected in relying, upon any note, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex, telex or teletype or e-mail message, statement, order or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel (including, without limitation, counsel to any of the Facility PartiesLessee, Guarantor, independent accountants and other experts selected by the Agent in the absence of gross negligence or willful misconductCertificate Holder with reasonable care). The Agent Certificate Holder may deem and treat each Lender the Participants as the owner owners of its their respective interests hereunder and under the other Operative Documents for all purposes unless a written notice of assignment, negotiation or transfer thereof shall have been filed with the Agent Certificate Holder in accordance with Section 11.06(b). Each 12.1 of the Participation Agreement. The Agent and the Collateral Certificate Holder, acting in its capacity as Agent Certificate Holder, shall be fully justified in failing or refusing to take any action under this Participation Agreement or under any of the other Loan Operative Documents unless it shall first receive such advice or concurrence of all the Lenders (to the extent specifically provided in Section 11.03), Required Lenders or Supermajority Lenders, as the case may be, Certificate Holders as it deems appropriate 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 of the The Agent and the Collateral Agent Certificate Holder shall in all cases be fully protected in acting, or in refraining from acting, hereunder or under any of the other Loan Operative Documents in accordance with a request of all the Lenders (to the extent specifically provided in Section 11.03), Required Lenders or Supermajority Lenders, as the case may be, Certificate Holders and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders Participants (including their successors and assigns). Where this Agreement expressly permits or prohibits an action unless all the Lenders (to the extent specifically provided in Section 11.03), Required Lenders or Supermajority Lenders, as the case may be, otherwise determine, each of the Agent and the Collateral Agent shall, and in all other instances each of the Agent and the Collateral Agent may, but shall not be required to, initiate any solicitation for the consent or vote of the Lenders.

Reliance on Communications. Each of the Agent and the Collateral (a) The Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any note, writing, communication, signature, resolution, representation, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopyfacsimile, telextelex or telephone message, teletype or e-electronic mail message, statementinternet or intranet website posting, order statement or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons Persons, and upon advice and statements of legal counsel (including, without limitation, including counsel to any of the Facility PartiesCredit Party), independent accountants and other experts selected by the Agent in the absence of gross negligence or willful misconduct)Administrative Agent. 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 filed with delivered to the Administrative Agent in accordance with Section 11.06(b11.3(b). Each of the Agent and the Collateral The Administrative Agent shall be fully justified in failing or refusing to take any action under this Agreement or under any of the other Loan Documents Credit Document unless it shall first receive such advice or concurrence of all the Lenders (to the extent specifically provided in Section 11.03), Required Lenders or Supermajority Lenders, as the case may be, as it deems appropriate or and, if it so requests, it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. Each of the Agent and the Collateral The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, hereunder under this Credit Agreement or under any of the other Loan Documents Credit Document in accordance with a request or consent of all the Lenders (to the extent specifically provided in Section 11.03), Required Lenders or Supermajority all the Lenders, as the case may beif required hereunder, and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders (including and participants, and their respective successors and assigns). Where this Credit Agreement expressly permits or prohibits an action unless all the Lenders (to the extent specifically provided in Section 11.03), Required Lenders or Supermajority Lenders, as the case may be, otherwise determine, each of the Administrative Agent and the Collateral Agent shall, shall (and in all other instances each of instances, the Agent and the Collateral Administrative Agent may, but shall not be required to, initiate any solicitation for ) contact the Lenders to solicit the consent of the Required Lenders or to conduct a vote of the Lenders.

Reliance on Communications. Each of the Agent and the Collateral Agent The Agents shall be entitled to rely, and shall be fully protected in relying, upon any note, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex, teletype or e-mail message, statement, order or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel (including, without limitation, counsel to any of the Facility Credit Parties, independent accountants and other experts selected by the Agent in the absence of gross negligence or willful misconductAgents). The Agent 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 11.06(b10.06(b). Each of the Agent and the Collateral Agent The Agents shall be fully justified in failing or refusing to take any action under this Agreement or under any of the other Loan Senior Finance Documents unless it shall first receive such advice or concurrence of all the Required Lenders (to or the extent specifically provided Required Term B-3 Lenders in Section 11.03), Required Lenders or Supermajority Lenders, as the case may be, of Section 2.01(d)) as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. Each of the Agent and the Collateral Agent The Agents shall in all cases be fully protected in acting, or in refraining from acting, hereunder or under any of the other Loan Senior Finance Documents in accordance with a request of all the Required Lenders (or to the extent specifically provided in Section 11.0310.03, all the Lenders, or to the extent involving Section 2.01(d), Required Lenders or Supermajority Term B-3 Lenders, as the case may be, ) 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 all the Lenders (to the extent specifically provided in Section 11.03), Required Lenders or Supermajority Lenders, as the case may be, Required Term B-3 Lenders otherwise determine, each of the Agent and the Collateral any Agent shall, and in all other instances each of the Agent and the Collateral an Agent may, but shall not be required to, initiate any solicitation for the consent or vote of the Lenders.

Reliance on Communications. Each of the Agent and the Collateral Agent The Agents shall be entitled to rely, and shall be fully protected in relying, upon any note, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex, teletype or e-mail message, statement, order or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel (including, without limitation, counsel to any of the Facility Credit Parties, independent accountants and other experts selected by the Agent in the absence of gross negligence or willful misconductAgents). The Agent 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 Agent Administrative Agents in accordance with Section 11.06(bSECTION 10.06(b). Each of the Agent and the Collateral Agent The Agents shall be fully justified in failing or refusing to take any action under this Agreement or under any of the other Loan Senior Finance Documents unless it shall first receive such advice or concurrence of all the Required Lenders (or to the extent specifically provided in Section 11.03)SECTION 10.03, Required Lenders all or Supermajority Lendersthe required percentage, as applicable, of the case may be, relevant Lenders) as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. Each of the Agent and the Collateral Agent The Agents shall in all cases be fully protected in acting, or in refraining from acting, hereunder or under any of the other Loan Senior Finance Documents in accordance with a request of all the Required Lenders (or to the extent specifically provided in Section 11.03)SECTION 10.03, Required Lenders all or Supermajority Lendersthe required percentage, as applicable, of the case may be, 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 all the Required Lenders (or to the extent specifically provided in Section 11.03)SECTION 10.03, Required Lenders all or Supermajority Lendersthe required percentage, as applicable, of the case may be, relevant Lenders) otherwise determine, each of the Agent and the Collateral any Agent shall, and in all other instances each of the Agent and the Collateral an Agent may, but shall not be required to, initiate any solicitation for the consent or vote of the Lenders.

Reliance on Communications. Each of the Agent and the Collateral The Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any note, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex, telex or teletype or e-mail message, statement, order or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel (including, without limitation, counsel to any of the Facility PartiesBorrowers, independent accountants and other experts selected by the Administrative Agent in the absence of gross negligence or willful misconductwith reasonable care). The Administrative Agent may deem and treat each Lender the Lenders as the owner owners of its 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 11.06(b)10.3(b) hereof. Each In determining compliance with any condition hereunder to the making of a Loan, or the issuance of a Letter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender or the applicable L/C Issuer, the Administrative Agent and may presume that such condition is satisfactory to such Lender or such L/C Issuer unless the Collateral Administrative Agent shall have received notice to the contrary from such Lender or such L/C Issuer prior to the making of such Loan or the issuance of such Letter of Credit. The Administrative Agent shall be fully justified in failing or refusing to take any action under this Credit Agreement or under any of the other Loan Credit Documents unless it shall first receive such advice or concurrence of all the Lenders (to the extent specifically provided in Section 11.03), Required Lenders or Supermajority Lenders, as the case may be, as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. Each of the Agent and the Collateral The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, hereunder or under any of the other Loan Credit Documents in accordance with a request of all the Required Lenders (or to the extent specifically provided in Section 11.03)10.6, Required Lenders or Supermajority all the Lenders, as the case may be, ) 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 all the Lenders (to the extent specifically provided in Section 11.03), Required Lenders or Supermajority Lenders, as the case may be, otherwise determine, each of the Agent and the Collateral Agent shall, and in all other instances each of the Agent and the Collateral Agent may, but shall not be required to, initiate any solicitation for the consent or vote of the Lenders.

Reliance on Communications. Each of the Agent and the Collateral Agent shall be entitled to rely, and shall be fully protected in relying, upon any note, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex, teletype or e-mail message, statement, order or other document or conversation believed by it to be genuine and correct and to have been signed, sent or 121 made by the proper Person or Persons and upon advice and statements of legal counsel (including, without limitation, counsel to any of the Facility Parties, independent accountants and other experts selected by the Agent 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 and the Collateral Agent shall be fully justified in failing or refusing to take any action under this Agreement or under any of the other Loan Documents unless it shall first receive such advice or concurrence of all the Lenders (to the extent specifically provided in Section 11.03), Required Lenders or Supermajority Lenders, as the case may be, as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. Each of the Agent and the Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, hereunder or under any of the other Loan Documents in accordance with a request of all the Required Lenders (or to the extent specifically provided in Section 11.03), Required Lenders or Supermajority all the Lenders, as the case may be, ) 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 all the Required Lenders (or to the extent specifically provided in Section 11.03), Required Lenders or Supermajority all the Lenders, as the case may be, ) otherwise determine, each of the Agent and the Collateral Agent shall, and in all other instances each of the Agent and the Collateral Agent may, but shall not be required to, initiate any solicitation for the consent or vote of the Lenders.

Reliance on Communications. Each of the Administrative Agent and the Collateral Agent shall be entitled to conclusively rely, and shall be fully protected in relying, upon any note, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex, teletype facsimile or e-mail messagemessage (“.pdf” format only), statement, order or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel selected by them (including, without limitation, counsel to any of the Facility PartiesBorrower, independent accountants and other experts selected by the Administrative Agent in the absence of gross negligence or willful misconduct). 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 filed with the Administrative Agent in accordance with Section 11.06(b10.06(b). Each of the Collateral Agent and the Collateral Administrative Agent shall be fully justified in failing or refusing to take any action under this Agreement or under any of the other Loan Documents unless it shall first receive such advice or concurrence of all the Lenders (to the extent specifically provided in Section 11.03), Required Lenders or Supermajority Lenders, as the case may be, as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. Each of the Administrative Agent and the Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, hereunder or under any of the other Loan Documents in accordance with a request of all the Required Lenders (or to the extent specifically provided in Section 11.03)10.03, Required Lenders or Supermajority all the Lenders, as the case may be, ) 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 all the Required Lenders (or to the extent specifically provided in Section 11.03)10.03, Required Lenders or Supermajority all the Lenders, as the case may be, ) otherwise determine, each of the 72 Loan Agreement Administrative Agent and the Collateral Agent shall, and in all other instances each of the Administrative Agent and the Collateral Agent may, but shall not be required to, initiate any solicitation for the consent or vote of the Lenders. No Lender shall have any right of action whatsoever against the Administrative Agent or the Collateral Agent as a result of such agent acting or (where so instructed) refraining from acting hereunder or any of the other Loan Documents in accordance with the instructions of the Required Lenders (or such other Lenders as may be required to give such instructions under Section 10.03).

Reliance on Communications. Each of the Agent and the Collateral The Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any note, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex, teletype or e-mail messagefacsimile, statement, order or other document or conversation believed by it in good faith to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel (including, without limitation, including counsel to any of the Facility PartiesBorrower, independent accountants and other experts selected by the Administrative Agent in the absence of gross negligence or willful misconductwith reasonable care). The Administrative Agent may deem and treat each Lender the Lenders, the Swingline Banks and the LC Issuing Banks as the owner of its 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 11.06(b)7.05. Each of the Agent and the Collateral The Administrative Agent shall be fully justified in failing or refusing to take any action under this Agreement or under any of the other Loan Documents unless it shall first receive such advice or concurrence of all the Required Lenders (to or such other number or percentage of the extent specifically Lenders, Swingline Banks or LC Issuing Banks as shall be necessary, or as the Administrative Agent shall believe in good faith shall be necessary, under the circumstances as provided in Section 11.03)Sections 6.01, Required Lenders or Supermajority Lenders, as the case may be, 6.02 and 7.04) as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders Lenders, the Swingline Banks and/or the LC Issuing Banks, as applicable, against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. Each of the Agent and the Collateral The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, hereunder or under any of the other Loan Documents in accordance with a request of all the Required Lenders (or to the extent specifically provided in Section 11.03)7.04, Required Lenders or Supermajority all the Lenders, all affected Lenders, all Swingline Banks or all LC Issuing Banks, as the case may be, applicable) and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders Lenders, the Swingline Banks and the LC Issuing Banks, as applicable (including their respective successors and assigns). Where this Agreement expressly permits or prohibits an action unless all the Lenders (to the extent specifically provided in Section 11.03), Required Lenders or Supermajority Lenders, as the case may be, otherwise determine, each of the Agent and the Collateral Agent shall, and in all other instances each of the Agent and the Collateral Agent may, but shall not be required to, initiate any solicitation for the consent or vote of the Lenders.

Reliance on Communications. Each of the Agent and the Collateral Agent shall be entitled to rely, and shall be fully protected in relying, upon any note, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex, teletype or e-mail message, statement, order or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel (including, without limitation, counsel to any of the Facility Parties, independent accountants and other experts selected by the Agent 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 and the Collateral Agent shall be fully justified in failing or refusing to take any action under this Agreement or under any of the other Loan Documents unless it shall Amended and Restated Warehouse Loan Agreement first receive such advice or concurrence of all the Lenders (to the extent specifically provided in Section 11.03), Required Lenders or Supermajority Lenders, as the case may be, as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. Each of the Agent and the Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, hereunder or under any of the other Loan Documents in accordance with a request of all the Required Lenders (or to the extent specifically provided in Section 11.03), Required Lenders or Supermajority all the Lenders, as the case may be, ) 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 all the Required Lenders (or to the extent specifically provided in Section 11.03), Required Lenders or Supermajority all the Lenders, as the case may be, ) otherwise determine, each of the Agent and the Collateral Agent shall, and in all other instances each of the Agent and the Collateral Agent may, but shall not be required to, initiate any solicitation for the consent or vote of the Lenders.

Reliance on Communications. Each of the The Agent and the Collateral Agent Certificate Holder shall be entitled to rely, and shall be fully protected in relying, upon any note, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex, telex or teletype or e-mail message, statement, order or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel (including, without limitation, counsel to any of Lessee, the Facility PartiesGuarantor, independent accountants and other experts selected by the Agent in the absence of gross negligence or willful misconductCertificate Holder with reasonable care). The Agent Certificate Holder may deem and treat each Lender the Participants as the owner owners of its their respective interests hereunder and under the other Operative Documents for all purposes unless a written notice of assignment, negotiation or transfer thereof shall have been filed with the Agent Certificate Holder in accordance with Section 11.06(b). Each 12.1 of the Participation Agreement. The Agent and the Collateral Certificate Holder, acting in its capacity as Agent Certificate Holder, shall be fully justified in failing or refusing to take any action under this Participation Agreement or under any of the other Loan Operative Documents unless it shall first receive such advice or concurrence of all the Lenders (to the extent specifically provided in Section 11.03), Required Lenders or Supermajority Lenders, as the case may be, Certificate Holders as it deems appropriate 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 of the The Agent and the Collateral Agent Certificate Holder shall in all cases be fully protected in acting, or in refraining from acting, hereunder or under any of the other Loan Operative Documents in accordance with a request of all the Lenders (to the extent specifically provided in Section 11.03), Required Lenders or Supermajority Lenders, as the case may be, Certificate Holders and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders Participants (including their successors and assigns). Where this Agreement expressly permits or prohibits an action unless all the Lenders (to the extent specifically provided in Section 11.03), Required Lenders or Supermajority Lenders, as the case may be, otherwise determine, each of the Agent and the Collateral Agent shall, and in all other instances each of the Agent and the Collateral Agent may, but shall not be required to, initiate any solicitation for the consent or vote of the Lenders.

Reliance on Communications. Each of the Agent and the Collateral Agent The Agents shall be entitled to rely, and shall be fully protected in relying, upon any note, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex, teletype or e-mail message, statement, order or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel (including, without limitation, counsel to any of the Facility PartiesBorrower, independent accountants and other experts selected by the Agent in the absence of gross negligence or willful misconductAgents). The Agent 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 11.06(bSECTION 10.06( b). Each of the Agent and the Collateral Agent The Agents shall be fully justified in failing or refusing to take any action under this Agreement or under any of the other Loan Documents unless it shall first receive such advice or concurrence of all the Lenders (to the extent specifically provided in Section 11.03), Required Lenders or Supermajority Lenders, as the case may be, as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. Each of the Agent and the Collateral Agent The Agents shall in all cases be fully protected in acting, or in refraining from acting, hereunder or under any of the other Loan Documents in accordance with a request of all the Required Lenders (or to the extent specifically provided in Section 11.03)SECTION 10.01, Required Lenders or Supermajority all the Lenders, as the case may be, ) 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 all the Lenders (to the extent specifically provided in Section 11.03), Required Lenders or Supermajority Lenders, as the case may be, otherwise determine, each of the Agent and the Collateral any Agent shall, and in all other instances each of the Agent and the Collateral an Agent may, but shall not be required to, initiate any solicitation for the consent or vote of the Lenders.

Reliance on Communications. Each of the Agent and the Collateral The Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any note, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex, telex or teletype or e-mail message, statement, order or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel (including, without limitation, counsel to any of the Facility PartiesBorrower, independent accountants and other experts selected by the Administrative Agent in the absence of gross negligence or willful misconductwith reasonable care). The Administrative Agent may deem and treat each Lender the Lenders as the owner owners of its 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 11.06(b)10.3(b) hereof. Each 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 and may presume that such condition is satisfactory to such Lender or the Collateral 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. The Administrative Agent shall be fully justified in failing or refusing to take any action under this Credit Agreement or under any of the other Loan Credit Documents unless it shall first receive such advice or concurrence of all the Lenders (to the extent specifically provided in Section 11.03), Required Lenders or Supermajority Lenders, as the case may be, as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. Each of the Agent and the Collateral The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, hereunder or under any of the other Loan Credit Documents in accordance with a request of all the Required Lenders (or to the extent specifically provided in Section 11.03)10.6, Required Lenders or Supermajority all the Lenders, as the case may be, ) 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 all the Lenders (to the extent specifically provided in Section 11.03), Required Lenders or Supermajority Lenders, as the case may be, otherwise determine, each of the Agent and the Collateral Agent shall, and in all other instances each of the Agent and the Collateral Agent may, but shall not be required to, initiate any solicitation for the consent or vote of the Lenders.

Reliance on Communications. Each of the Agent and the Collateral Agent shall be entitled to rely, and shall be fully protected in relying, upon any note, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex, teletype or e-mail message, statement, order or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel (including, without limitation, counsel to any of the Facility Parties, independent accountants and other experts selected by the Agent 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). Second Amended and Restated Warehouse Loan Agreement 106 Each of the Collateral Agent and the Collateral Agent shall be fully justified in failing or refusing to take any action under this Agreement or under any of the other Loan Documents unless it shall first receive such advice or concurrence of all the Lenders (to the extent specifically provided in Section 11.03), Required Lenders or Supermajority Lenders, as the case may be, as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. Each of the Agent and the Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, hereunder or under any of the other Loan Documents in accordance with a request of all the Required Lenders (or to the extent specifically provided in Section 11.03), Required Lenders or Supermajority all the Lenders, as the case may be, ) 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 all the Required Lenders (or to the extent specifically provided in Section 11.03), Required Lenders or Supermajority all the Lenders, as the case may be, ) otherwise determine, each of the Agent and the Collateral Agent shall, and in all other instances each of the Agent and the Collateral Agent may, but shall not be required to, initiate any solicitation for the consent or vote of the Lenders.

Reliance on Communications. Each of the Agent and the Collateral The Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any note, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex, teletype or e-mail messagefacsimile, statement, order or other document or conversation believed by it in good faith to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel (including, without limitation, including counsel to any of the Facility PartiesBorrower, independent accountants and other experts selected by the Administrative Agent in the absence of gross negligence or willful misconductwith reasonable care). The Administrative Agent may deem and treat each Lender the Lenders, the Swing Line Banks and the LC Issuing Banks as the owner of its 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 11.06(b)7.05. Each of the Agent and the Collateral The Administrative Agent shall be fully justified in failing or refusing to take any action under this Agreement or under any of the other Loan Documents unless it shall first receive such advice or concurrence of all the Required Lenders (to or such other number or percentage of the extent specifically Lenders, Swing Line Banks or LC Issuing Banks as shall be necessary, or as the Administrative Agent shall believe in good faith shall be necessary, under the circumstances as provided in Section 11.03)Sections 6.01, Required Lenders or Supermajority Lenders, as the case may be, 6.02 and 7.04) as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders Lenders, the Swing Line Banks and/or the LC Issuing Banks, as applicable, against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. Each of the Agent and the Collateral The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, hereunder or under any of the other Loan Documents in accordance with a request of all the Required Lenders (or to the extent specifically provided in Section 11.03)7.04, Required Lenders or Supermajority all the Lenders, all affected Lenders, all Swing Line Banks or all LC Issuing Banks, as the case may be, applicable) and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders Lenders, the Swing Line Banks and the LC Issuing Banks, as applicable (including their respective successors and assigns). Where this Agreement expressly permits or prohibits an action unless all the Lenders (to the extent specifically provided in Section 11.03), Required Lenders or Supermajority Lenders, as the case may be, otherwise determine, each of the Agent and the Collateral Agent shall, and in all other instances each of the Agent and the Collateral Agent may, but shall not be required to, initiate any solicitation for the consent or vote of the Lenders.

Reliance on Communications. Each of the The Agent and the Collateral Agent Certificate Holder shall be entitled to rely, and shall be fully protected in relying, upon any note, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex, telex or teletype or e-mail message, statement, order or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel (including, without limitation, counsel to Lessee, any of the Facility PartiesGuarantor, independent accountants and other experts selected by the Agent in the absence of gross negligence or willful misconductCertificate Holder with reasonable care). The Agent Certificate Holder may deem and treat each Lender the Participants as the owner owners of its their respective interests hereunder and under the other Operative Documents for all purposes unless a written notice of assignment, negotiation or transfer thereof shall have been filed with the Agent Certificate Holder in accordance with Section 11.06(b). Each 12.1 of the Participation Agreement. The Agent and the Collateral Certificate Holder, acting in its capacity as Agent Certificate Holder, shall be fully justified in failing or refusing to take any action under this Participation Agreement or under any of the other Loan Operative Documents unless it shall first receive such advice or concurrence of all the Lenders (to the extent specifically provided in Section 11.03), Required Lenders or Supermajority Lenders, as the case may be, Certificate Holders as it deems appropriate 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 of the The Agent and the Collateral Agent Certificate Holder shall in all cases be fully protected in acting, or in refraining from acting, hereunder or under any of the other Loan Operative Documents in accordance with a request of all the Lenders (to the extent specifically provided in Section 11.03), Required Lenders or Supermajority Lenders, as the case may be, Certificate Holders and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders Participants (including their successors and assigns). Where this Agreement expressly permits or prohibits an action unless all the Lenders (to the extent specifically provided in Section 11.03), Required Lenders or Supermajority Lenders, as the case may be, otherwise determine, each of the Agent and the Collateral Agent shall, and in all other instances each of the Agent and the Collateral Agent may, but shall not be required to, initiate any solicitation for the consent or vote of the Lenders.

Reliance on Communications. Each of the Agent and the Collateral (a) The Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any note, writing, communication, signature, resolution, representation, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopyfacsimile, telex, teletype telex or e-mail telephone message, statement, order statement or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons Persons, and upon advice and statements of legal counsel (including, without limitation, including counsel to any of the Facility PartiesBorrower), independent accountants and other experts selected by the Agent in the absence of gross negligence or willful misconduct)Administrative Agent. 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 filed with delivered to the Administrative Agent in accordance with Section 11.06(b11.3(b). Each of the Agent and the Collateral The Administrative Agent shall be fully justified in failing or refusing to take any action under this Agreement or 100 [[5731659]] under any of the other Loan Documents Credit Document unless it shall first receive such advice or concurrence of all the Lenders (to the extent specifically provided in Section 11.03), Required Lenders or Supermajority Lenders, as the case may be, as it deems appropriate or and, if it so requests, it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. Each of the Agent and the Collateral The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, hereunder under this Credit Agreement or under any of the other Loan Documents Credit Document in accordance with a request or consent of all the Lenders (to the extent specifically provided in Section 11.03), Required Lenders or Supermajority all the Lenders, as the case may beif required hereunder, and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders (including and participants, and their respective successors and assigns). Where this Credit Agreement expressly permits or prohibits an action unless all the Lenders (to the extent specifically provided in Section 11.03), Required Lenders or Supermajority Lenders, as the case may be, otherwise determine, each of the Agent and the Collateral Administrative Agent shall, and in all other instances each of instances, the Agent and the Collateral Administrative Agent may, but shall not be required to, initiate any solicitation for the consent or a vote of the Lenders.

Reliance on Communications. Each of the Agent, the Collateral Agent and the Collateral Agent Depositary shall be entitled to rely, and shall be fully protected in relying, upon any note, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex, teletype or e-mail message, statement, order or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel (including, without limitation, counsel to any of the Facility Parties, independent accountants and other experts selected by the Agent 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 Agent Collateral Agent, the Depositary and the Collateral Agent shall be fully justified in failing or refusing to take any action under this Agreement or under any of the other Loan Documents unless it shall first receive such advice or concurrence of all the Lenders (to the extent specifically provided in Section 11.03), Required Lenders or Supermajority Lenders, as the case may be, as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. Each of the Agent, the Collateral Agent and the Collateral Agent Depositary shall in all cases be fully protected in acting, or in refraining from acting, hereunder or under any of the other Loan Documents in accordance with a request of all the Required Lenders (or to the extent specifically provided in Section 11.03), Required Lenders or Supermajority all the Lenders, as the case may be, ) 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 all the Required Lenders (or to the extent specifically provided in Section 11.03), Required Lenders or Supermajority all the Lenders, as the case may be, ) otherwise determine, each of the Agent and the Collateral Agent shall, and in all other instances each of the Agent and the Collateral Agent may, but shall not be required to, initiate any solicitation for the consent or vote of the Lenders.. The Collateral Agent and the Depositary shall not be bound to make any independent investigation into the facts or matters stated in any such note, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex, teletype or e-mail message, statement, order or other document or conversation; provided, however, that if the form thereof is specifically prescribed by the terms of this Agreement, the Collateral Agent or the Depositary, as applicable, shall examine the same to determine whether it substantially conforms on its face to such requirements hereof. Neither the Collateral Agent nor the Depositary shall be deemed to have notice of any fact, claim or demand with respect hereto unless actually known by a Responsible Officer of the Collateral Agent or the Depositary or unless (and then only to the extent received) in writing by the Collateral Agent at its address below and specifically referencing this Agreement. 109 Loan Agreement

Reliance on Communications. Each of the Agent and the Collateral Agent shall be entitled to rely, and shall be fully protected in relying, upon any note, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex, teletype or e-mail message, statement, order or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel (including, without limitation, counsel to any of the Facility Parties, independent accountants and other experts selected by the Agent 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 Agent and the Collateral Agent shall be fully justified in failing or refusing to take any action under this Agreement or under any of the other Loan Documents unless it shall first receive such advice or concurrence of all the Lenders (to the extent specifically provided in Section 11.0311.03 ), Required Lenders or Supermajority Lenders, as the case may be, as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. Each of the Agent and the Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, hereunder or under any of the other Loan Documents in accordance with a request of all the Lenders (to the extent specifically provided in Section 11.03), Required Lenders or Supermajority Lenders, as the case may be, 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 all the Lenders (to the extent specifically provided in Section 11.0311.03 ), Required Lenders or Supermajority Lenders, as the case may be, otherwise determine, each of the Agent and the Collateral Agent shall, and in all other instances each of the Agent and the Collateral Agent may, but shall not be required to, initiate any solicitation for the consent or vote of the Lenders.