Common use of Reliance by Agents Clause in Contracts

Reliance by Agents. Each Agent shall be entitled to rely, and shall be fully protected in relying, upon any instrument, writing, resolution, notice, consent, certificate, affidavit, letter, telecopy, telex, electronic mail or teletype message, 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 and upon advice and statements of legal counsel (including, without limitation, counsel to the Loan Parties), independent accountants and other experts selected by such Agent. The Administrative Agent may deem and treat the payee of any Note as the owner thereof for all purposes unless such Note shall have been transferred in accordance with Section 12.6 and all actions required by such Section in connection with such transfer shall have been taken. Each Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Document unless it shall first receive such advice or concurrence of the Required Lenders (or, if so specified by this Agreement, all Lenders or any other instructing group of Lenders specified by this Agreement) (including without limitation with respect to the determination of which Lenders, if any, are Defaulting Lenders) as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense that 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 and the other Loan Documents in accordance with a request of the Required Lenders (or, if so specified by this Agreement, all Lenders or any other instructing group of Lenders specified by this Agreement), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the Loans.

Reliance by Agents. Each Agent shall be entitled to rely, and shall be fully protected in relying, upon any instrument, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex, electronic mail telex or teletype message, written 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 and upon advice and statements of legal counsel (including, without limitation, including counsel to the Loan PartiesAgent), independent accountants and other experts selected by such Agent. The Administrative Agent may deem and treat the payee of any Note as the owner thereof for all purposes unless such Note shall have been transferred in accordance with Section 12.6 and all actions required by such Section in connection with such transfer shall have been taken. Each Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Document of the Related Documents unless it shall first receive such advice or concurrence of the Required Lenders (or, if so specified by this Agreement, all Lenders or any other instructing group of Lenders specified by this Agreement) (including without limitation with respect to Class B Owners and the determination of which Lenders, if any, are Defaulting Lenders) Required Class B Purchasers as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders Class B Purchasers or by the Committed Purchasers in its Purchaser Group, against any and all liability and expense that 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 and any of the other Loan Related Documents in accordance with a request of (i) Class B Owners in its Purchaser Group having Percentage Interests aggregating greater than 50% of the Required Lenders aggregate Percentage Interests of all Class B Owners in such Purchaser Group, and (or, if so specified by this Agreement, ii) Committed Purchasers in its Purchaser Group having Commitments aggregating greater than 50% of the aggregate Commitments of all Lenders or any other instructing group of Lenders specified by this Agreement)Committed Purchasers in such Purchaser Group, and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders present and all future holders of the LoansClass B Purchasers in such Purchaser Group.

Reliance by Agents. Each Agent shall be entitled to rely, and shall be fully protected in relying, upon any instrument, writing, resolution, notice, consent, certificate, affidavit, letter, telecopy, telex, electronic mail telex or teletype message, 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 and upon advice and statements of legal counsel (including, without limitation, including counsel to the Loan PartiesBorrower), independent accountants and other experts selected by such Agent. The Administrative Agent may deem and treat the payee of any Note as the owner thereof for all purposes unless such Note a written notice of assignment, negotiation or transfer thereof shall have been transferred in accordance filed with Section 12.6 and all actions required by such Section in connection with such transfer shall have been takenthe Administrative Agent. Each Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Document unless it shall first receive such advice or concurrence of the Required Lenders (or, if so specified by this Agreement, all Lenders or any other instructing group of Lenders specified by this Agreement) (including without limitation with respect to the determination of which Lenders, if any, are Defaulting Lenders) as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense that 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 exculpated from and protected against any action or claim by any Lender or affiliate thereof, in acting, or in refraining from acting, under this Agreement and the other Loan Documents in accordance with a request of the Required Lenders (or, if so specified by this Agreement, all Lenders or any other instructing group of Lenders specified by this AgreementLenders), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the LoansLoans and all other Secured Parties.

Reliance by Agents. Each The Administrative Agent and the Collateral Agent shall be entitled to rely, and shall be fully protected in relying, upon any instrument, writing, resolution, notice, consent, certificate, affidavit, letter, telecopy, telex, electronic mail mail, or teletype message, statement, order or other document or conversation reasonably instruction 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 Holdings and/or the Loan PartiesBorrower), independent accountants and other experts selected by such the Administrative Agent or the Collateral Agent. The Administrative Agent may deem and treat the payee of Lender specified in the Register with respect to any Note amount owing hereunder as the owner thereof for all purposes unless such Note a written notice of assignment, negotiation or transfer thereof shall have been transferred in accordance filed with Section 12.6 the Administrative Agent. The Administrative Agent and all actions required by such Section in connection with such transfer shall have been taken. Each the Collateral Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Credit Document unless it shall first receive such advice or concurrence of the Required Lenders (or, if so specified by this Agreement, all Lenders or any other instructing group of Lenders specified by this Agreement) (including without limitation with respect to the determination of which Lenders, if any, are Defaulting Lenders) as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense that may be incurred by it by reason of taking or continuing to take any such action. Each The Administrative Agent and the Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the other Loan Credit Documents in accordance with a request of the Required Lenders (or, if so specified by this Agreement, all Lenders or any other instructing group of Lenders specified by this Agreement)Lenders, and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the Term Loans; provided that none of the Administrative Agent or the Collateral Agent shall be required to take any action that, in its opinion or in the opinion of its counsel, may expose it to liability or that is contrary to any Credit Document or Applicable Law.

Reliance by Agents. Each Agent shall be entitled to rely, and shall be fully protected in relying, upon any instrument, writing, resolution, notice, consent, certificate, affidavit, letter, telecopy, telex, electronic mail telex or teletype message, 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 and upon advice and statements of legal counsel (including, without limitation, counsel to the Borrowers or the other Loan Parties), independent accountants and other experts selected by such Agent. The Administrative Agent Agents may deem and treat the payee of any Note as the owner thereof for all purposes unless such Note a written notice of assignment, negotiation or transfer thereof shall have been transferred in accordance filed with Section 12.6 and all actions required by such Section in connection with such transfer shall have been takenthe Administrative Agent. Each Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Document unless it shall first receive such advice or concurrence of the Required Lenders or the requisite Lenders required under Section 10.1 to authorize or require such action (or, if so specified by this Agreement, all Lenders or any other instructing group of Lenders specified by this Agreement) (including without limitation with respect to the determination of which Lenders, if any, are Defaulting Lenders) as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense that 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 and the other Loan Documents in accordance with a request of the Required Lenders or the requisite Lenders under Section 10.1 to authorize or require such action (or, if so specified by this Agreement, all Lenders or any other instructing group of Lenders specified by this AgreementLenders), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the LoansLoans and Letters of Credit.

Reliance by Agents. (a) Each Agent shall be entitled to rely, and shall be fully protected in relying, upon any instrument, writing, communication, signature, resolution, representation, notice, consent, certificate, affidavit, letter, telecopytelegram, telexfacsimile, telex or telephone message, electronic mail or teletype message, statement, order statement 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, without limitation, including counsel to the any Loan PartiesParty), independent accountants and other experts selected by such Agent. The Administrative Agent may deem and treat the payee of any Note as the owner thereof for all purposes unless such Note shall have been transferred in accordance with Section 12.6 and all actions required by such Section in connection with such transfer shall have been taken. Each Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Document unless it shall first receive such advice or concurrence of the Required Lenders (or, if so specified by this Agreement, all Lenders or any other instructing group of Lenders specified by this Agreement) (including without limitation with respect to the determination of which Lenders, if any, are Defaulting Lenders) as it deems appropriate or and, if it so requests, it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense that which may be incurred by it by reason of taking or continuing to take any such action. The Agents shall have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by any Loan Party or is cared for, protected or insured or that the Liens granted to an Agent under the Loan Documents or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to each Agent in this Section 9.04 or in any of the Collateral Documents. Each Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the or any other Loan Documents Document in accordance with a request or consent of the Required Lenders (or, if so specified by this Agreement, all Lenders or any other instructing group such greater number of Lenders specified by this Agreement), 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 and all future holders of the LoansLenders.

Reliance by Agents. Each The Administrative Agent and the Collateral Agent shall be entitled to rely, and shall be fully protected in relying, upon any instrument, writing, resolution, notice, consent, certificate, affidavit, letter, telecopy, telex, electronic mail telex or teletype message, email, statement, order or other document or conversation reasonably instruction believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel (including, without limitation, including counsel to the Loan PartiesBorrower), independent accountants and other experts selected by such the Administrative Agent or the Collateral Agent. The Administrative Agent may deem and treat the payee of Lender specified in the Register with respect to any Note amount owing hereunder as the owner thereof for all purposes unless such Note a written notice of assignment, negotiation or transfer thereof shall have been transferred in accordance filed with Section 12.6 the Administrative Agent. The Administrative Agent and all actions required by such Section in connection with such transfer shall have been taken. Each the Collateral Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Credit Document unless it shall first receive such advice or concurrence of the Required Majority Lenders (or, if so specified by this Agreement, all Lenders or any other instructing group of Lenders specified by this Agreement) (including without limitation with respect to the determination of which Lenders, if any, are Defaulting Lenders) as it deems appropriate or and/or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense that may be incurred by it by reason of taking or continuing to take any such action. Each Notwithstanding any provision in this Agreement to the contrary, the Administrative Agent and the Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the other Loan Credit Documents in accordance with a request of the Required Lenders (or, if so specified by this Agreement, all Lenders or any other instructing group of Lenders specified by this Agreement)Majority Lenders, and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the Loans; provided that the Administrative Agent and Collateral Agent shall not be required to take any action or refuse to take any action where, in its opinion or in the opinion of its counsel, the taking or refusal to take such action may expose it to liability or that is contrary to any Credit Document or applicable Requirements of Law. For purposes of determining compliance with the conditions specified in Section 6 and Section 7 on the Closing Date, 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 by Agents. Each Agent shall be entitled to relyrely upon, and shall be fully protected in relyingnot incur any liability for relying upon, upon any instrumentnotice (including, writingwithout limitation, resolutiontelephonic or electronic notices, noticeLoan Notices and Notice of Loan Prepayment), order, request, certificate, consent, certificatestatement, affidavitinstrument, letter, telecopy, telexdocument or other writing (including any facsimile, electronic mail or teletype message, statement, order Internet or intranet website posting or other document or conversation reasonably distribution) believed by it to be genuine and correct and to have been signed, sent or otherwise authenticated by the proper Person. Each Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person or Persons Person, and upon advice and statements shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan that by its terms must be fulfilled to the satisfaction of a Lender, each Agent may presume that such condition is satisfactory to such Lender unless such Agent shall have received notice to the contrary from such Lender prior to the making of such Loan. Each Agent may consult with legal counsel (including, without limitation, who may be counsel to the Loan Partiesfor Xxxxxxxx), independent accountants and other experts selected by such Agent. The Administrative Agent may deem and treat the payee of any Note as the owner thereof for all purposes unless such Note shall have been transferred in accordance with Section 12.6 and all actions required by such Section in connection with such transfer shall have been taken. Each Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Document unless it shall first receive such advice or concurrence of the Required Lenders (or, if so specified by this Agreement, all Lenders or any other instructing group of Lenders specified by this Agreement) (including without limitation with respect to the determination of which Lenders, if any, are Defaulting Lenders) as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense that 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 and the other Loan Documents in accordance with a request of the Required Lenders (or, if so specified by this Agreement, all Lenders or any other instructing group of Lenders specified by this Agreement)it, and such request and shall not be liable for any action taken or failure to act pursuant thereto not taken by it in accordance with the advice of any such counsel, accountants or experts. For purposes of determining compliance with the conditions specified in Section 3, each Lender that has signed this Agreement shall be binding upon all 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 such Agent shall have received written notice from such Lender prior to the Lenders and all future holders of the Loansproposed Closing Date specifying its objections thereto.

Reliance by Agents. Each Agent The Agents shall be entitled to rely, and shall be fully protected in relying, upon any instrument, writing, resolution, notice, consent, certificate, affidavit, letter, telecopy, telex, electronic mail telex or teletype message, statement, order or other document or conversation reasonably instruction 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 including the Loan PartiesAgent Advisors and the Lender Advisor), independent accountants and other experts selected by such Agent. The Administrative Each Agent may deem and treat the payee of Lender specified in the Register with respect to any Note amount owing hereunder as the owner thereof for all purposes unless such Note a written notice of assignment, negotiation or transfer thereof shall have been transferred in accordance filed with Section 12.6 and all actions required by such Section in connection with such transfer shall have been takenthe Administrative Agent. Each Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Credit Document unless it shall first receive such advice or concurrence of the Required Lenders (or, if so specified by this Agreement, all Lenders or any other instructing group of Lenders specified by this Agreement) (including without limitation with respect to the determination of which Lenders, if any, are Defaulting Lenders) as it deems appropriate or a Direction of the Required Lender or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense that 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 and the other Loan Credit Documents in accordance with a request of the Required Lenders (or, if so specified by this Agreement, all Lenders or any other instructing group a Direction of Lenders specified by this Agreement)the Required Lenders, and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the Loans; provided that the Administrative Agent and the Collateral Agent shall not be required to take any action that, in its opinion or in the opinion of its counsel, may expose it to liability or that is contrary to any Credit Document or applicable law. Notwithstanding anything contained in this Credit Agreement or the other Credit Documents to the contrary, without limiting any rights, protections, immunities or indemnities afforded to the Administrative Agent and the Collateral Agent hereunder (including without limitation this Section 12), phrases such as “satisfactory to the [Administrative] [Collateral] Agent,” “approved by the [Administrative] [Collateral] Agent,” “acceptable to the [Administrative] [Collateral] Agent,” “as determined by the [Administrative] [Collateral] Agent,” “designed by the [Administrative][Collateral] Agent”, “specified by the [Administrative][Collateral] Agent”, “in the [Administrative] [Collateral] Agent’s discretion,” “selected by the [Administrative] [Collateral] Agent,” “elected by the [Administrative] [Collateral] Agent,” “requested by the [Administrative] [Collateral] Agent,” “in the opinion of the [Administrative] [Collateral] Agent,” and phrases of similar import that authorize or permit the Administrative Agent or the Collateral Agent to approve, disapprove, determine, act, evaluate or decline to act in its discretion shall be subject to the Administrative Agent or Collateral Agent, as applicable, receiving a Direction of the Required Lenders or other written direction from the Lenders or Required Lenders, as applicable, to take such action or to exercise such rights.

Reliance by Agents. Each Agent shall be entitled to rely, and shall be fully protected in relying, upon any instrument, writing, resolution, notice, consent, certificate, affidavit, letter, telecopy, telex, electronic mail telex or teletype message, 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 and upon advice and statements of legal counsel (including, without limitation, including counsel to the Loan PartiesBorrower), independent accountants and other experts selected by such Agent. The Administrative Agent may deem and treat the payee of Lender specified in the Register with respect to any Note amount owing hereunder as the owner thereof for all purposes unless such Note a written notice of assignment, negotiation or transfer thereof shall have been transferred in accordance filed with Section 12.6 and all actions required by such Section in connection with such transfer shall have been takenthe Administrative Agent. Each Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Document unless it shall first receive such advice or concurrence of the Required Lenders (or, if so specified by this Agreement, all Lenders or any other instructing group of Lenders specified by this Agreement) (including without limitation with respect to the determination of which Lenders, if any, are Defaulting Majority Facility Lenders) as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense that 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, under this Agreement and the other Loan Documents in accordance with a request of the Required Lenders (or, if so specified by this Agreement, all Lenders or any other instructing group of Lenders specified by this Agreementthe Majority Facility Lenders), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the LoansLoans and all other Secured Parties.

Reliance by Agents. Each Agent The Agents and their Related Parties shall be entitled to rely, and shall be fully protected in relying, upon any instrument, writing, resolution, notice, consent, certificate, affidavit, letter, telecopy, telex, electronic mail facsimile or teletype email message, 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 and upon advice and statements of legal counsel (including, without limitation, including counsel to the Loan PartiesBorrower), independent accountants and other experts selected by such Agentthe Agents. The Administrative Agent Agents and their Related Parties may deem and treat the payee of any Note as the owner thereof for all purposes unless such Note a written notice of assignment, negotiation or transfer thereof shall have been transferred in accordance filed with Section 12.6 the Administrative Agent. The Agents and all actions required by such Section in connection with such transfer shall have been taken. Each Agent their Related Parties shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Document unless it shall first receive such advice or concurrence of the Required Lenders (or, if so specified by this Agreement, all Lenders or any other instructing group of Lenders specified by this Agreement) (including without limitation with respect to the determination of which Lenders, if any, are Defaulting Lenders) as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense that may be incurred by it by reason of taking or continuing to take any such action. Each Agent The Agents and their Related Parties shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the other Loan Documents in accordance with a request of the Required Lenders (or, if so specified by this Agreement, all Lenders or any other instructing group of Lenders specified by this Agreement), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the Loans.

Reliance by Agents. Each Agent The Agents and their Related Parties shall be entitled to rely, and shall be fully protected in relying, upon any instrument, writing, resolution, notice, consent, certificate, affidavit, letter, telecopy, telex, electronic mail facsimile or teletype email message, 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 and upon advice and statements of legal counsel (including, without limitation, including counsel to the Loan PartiesBorrowers), independent accountants and other experts selected by such Agentthe Agents. The Administrative Agent Agents and their Related Parties may deem and treat the payee of any Note as the owner thereof for all purposes unless such Note a written notice of assignment, negotiation or transfer thereof shall have been transferred in accordance filed with Section 12.6 the Administrative Agent. The Agents and all actions required by such Section in connection with such transfer shall have been taken. Each Agent their Related Parties shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Document unless it shall first receive such advice or concurrence of the Required Lenders (or, if so specified by this Agreement, all Lenders or any other instructing group of Lenders specified by this Agreement) (including without limitation with respect to the determination of which Lenders, if any, are Defaulting Lenders) as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense that may be incurred by it by reason of taking or continuing to take any such action. Each Agent The Agents and their Related Parties shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the other Loan Documents in accordance with a request of the Required Lenders (or, if so specified by this Agreement, all Lenders or any other instructing group of Lenders specified by this Agreement), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the Loans.

Reliance by Agents. Each Agent of the Agents shall be entitled to rely, and shall be fully protected in relying, upon any instrumentcertification, writing, resolution, notice, consent, certificate, affidavit, letternotice or other communica- tion (including any thereof by telephone, telecopy, telex, electronic mail telegram or teletype message, statement, order or other document or conversation reasonably cable) believed by it to be genuine and correct and to have been signed, sent or made by or on behalf of the proper Person or Persons Person, and upon advice and statements of legal counsel (including, without limitation, counsel to the Loan Parties)counsel, independent accountants and other experts selected by such Agent. The Administrative Agent may deem and treat As to any matters not expressly provided for by the payee Loan Documents, each of any Note as the owner thereof for Agents shall in all purposes unless such Note shall have been transferred cases be fully protected in acting, or in refraining from acting, hereunder or thereunder in accordance with Section 12.6 and all actions required instructions given by such Section in connection with such transfer shall have been taken. Each Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Document unless it shall first receive such advice or concurrence of the Required Lenders (or, if so specified by this Agreement, or all Lenders or any other instructing group of Lenders specified by this Agreement) (including without limitation with respect to the determination of which Lenders, if any, are Defaulting Lenders) as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders as is required in such circumstance or as such Agent deems appropriate, and such instructions of such Lenders and any action taken or failure to act pursuant thereto shall be binding on all Secured Parties; prior to acting, or refraining from acting, in any such circumstance, either such Agent may request confirmation from the Lenders of their obligation to indemnify such Agent against any and all liability and expense that 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 and the other Loan Documents For purposes of applying amounts in accordance with this Section, each Agent shall be entitled to rely upon any Secured Party that has entered into a Rate Protection Agreement with any Obligor for a determination (which such Secured Party agrees to provide or cause to be provided upon request of any Administrative Agent) of the Required Lenders (oroutstanding Obligations owed to such Secured Party under any Rate Protection Agreement. Unless it has actual knowledge evidenced by way of written notice from any such Secured Party and the U.S. Borrower to the contrary, if so specified by this Agreementeach of the Agents, all Lenders in acting in such capacity under the Loan Documents, shall be entitled to assume that no Rate Protection Agreements or Obligations in respect thereof are in existence or outstanding between any other instructing group of Lenders specified by this Agreement), and such request Secured Party and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the LoansObligor.

Reliance by Agents. Each Agent shall be entitled to rely, and shall be fully protected in relying, upon any instrument, writing, resolution, notice, consent, certificate, affidavit, letter, telecopy, telex, electronic mail telex or teletype message, 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 and upon advice and statements of legal counsel (including, without limitation, including counsel to Holdings or the Loan PartiesBorrower), independent accountants and other experts selected by such Agent. The Administrative Agent may deem and treat the payee of any Promissory Note as the owner thereof for all purposes unless such Note a written notice of assignment, negotiation or transfer thereof shall have been transferred in accordance filed with Section 12.6 and all actions required by such Section in connection with such transfer shall have been takenthe Administrative Agent. Each Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Document unless it shall first receive such advice or concurrence of the Required Lenders (or, if so specified by this Agreement, all Lenders or any other instructing group of Lenders specified by this Agreement) (including without limitation with respect to the determination of which Lenders, if any, are Defaulting Lenders) as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense that 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, under this Agreement and the other Loan Documents in accordance with a request of the Required Lenders (or, if so specified by this Agreement, all Lenders or any other instructing group of Lenders specified by this Agreement), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the Loans.

Reliance by Agents. (a) Each Agent shall be entitled to rely, and shall be fully protected in relying, upon any instrument, writing, communication, signature, resolution, representation, notice, consent, certificate, affidavit, letter, telecopytelegram, telexfacsimile, telex or telephone message, electronic mail or teletype message, statement, order statement 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, without limitation, including counsel to the any Loan PartiesParty), independent accountants and other experts selected by such Agent. The Administrative Agent may deem and treat the payee of any Note as the owner thereof for all purposes unless such Note shall have been transferred in accordance with Section 12.6 and all actions required by such Section in connection with such transfer shall have been taken. Each Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Document unless it shall first receive such advice or concurrence of the Required Lenders (or, if so specified by this Agreement, all Lenders or any other instructing group of Lenders specified by this Agreement) (including without limitation with respect to the determination of which Lenders, if any, are Defaulting Lenders) as it deems appropriate or and, if it so requests, it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense that which may be incurred by it by reason of taking or continuing to take any such action. Without limiting the foregoing, each Agent (a) may treat the payee of any Note as its holder until such Note has been assigned in accordance with Section 10.07, (b) may rely on the Register to the extent set forth in Section 10.07, (c) may consult with legal counsel (including counsel to the Borrower or any other Loan Party), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts, (d) makes no warranty or representation to any Lender or L/C Issuer and shall not be responsible to any Lender or L/C Issuer for any statements, warranties or representations made by or on behalf of Holdings or any of its Subsidiaries in or in connection with this Agreement or any other Loan Document, (e) shall not have any duty to ascertain or to inquire either as to the performance or observance of any term, covenant or condition of this Agreement or any other Loan Document, as to the financial condition of any Loan Party or as to the existence or possible existence of any Default or Event of Default, (f) shall not be responsible to any Lender or L/C Issuer for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the attachment, perfection or priority of any Lien created or purported to be created under or in connection with, this Agreement, any other Loan Document or any other instrument or document furnished pursuant hereto or thereto and (g) shall incur no liability under or in respect of this Agreement or any other Loan Document by acting upon any notice, consent, certificate or other instrument or writing (which writing may be a facsimile or electronic mail) or any telephone message believed by it to be genuine and signed or sent by the proper party or parties. Each Agent shall in all cases be fully protected rotected in acting, or in refraining from acting, under this Agreement and the or any other Loan Documents Document in accordance with a request or consent of the Required Lenders (or, if so specified by this Agreement, all Lenders or any other instructing group such greater number of Lenders specified by this Agreement), 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 and all future holders of the LoansLenders.

Reliance by Agents. Each The Administrative Agent and the Collateral Agent shall be entitled to rely, and shall be fully protected in relying, upon any instrument, writing, resolution, notice, consent, certificate, affidavit, letter, telecopy, telex, electronic mail mail, or teletype message, statement, order or other document or conversation reasonably instruction 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 Holdings and/or the Loan PartiesBorrower), independent accountants and other experts selected by such the Administrative Agent or the Collateral Agent. The Administrative Agent may deem and treat the payee of Lender specified in the Register with respect to any Note amount owing hereunder as the owner thereof for all purposes unless such Note a written notice of assignment, negotiation or transfer thereof shall have been transferred in accordance filed with Section 12.6 the Administrative Agent. The Administrative Agent and all actions required by such Section in connection with such transfer shall have been taken. Each the Collateral Agent and shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Credit Document unless it shall first receive such advice or concurrence of the Required Lenders (or, if so specified by this Agreement, all Lenders or any other instructing group of Lenders specified by this Agreement) (including without limitation with respect to the determination of which Lenders, if any, are Defaulting Lenders) as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense that may be incurred by it by reason of taking or continuing to take any such action. Each The Administrative Agent and the Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the other Loan Credit Documents in accordance with a request of the Required Lenders (or, if so specified by this Agreement, all Lenders or any other instructing group of Lenders specified by this Agreement)Lenders, and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the Revolving Credit Loans; provided that none of the Administrative Agent or the Collateral Agent shall be required to take any action that, in its opinion or in the opinion of its counsel, may expose it to liability or that is contrary to any Credit Document or Applicable Law. For purposes of determining compliance with the conditions specified in Sections 6 and 7 on the Closing Date, each Lender that has signed or authorized the signing of 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 by Agents. Each Agent shall be entitled to rely, and shall be fully protected in relying, upon any instrument, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex, electronic mail telex or teletype message, written 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 and upon advice and statements of legal counsel (including, without limitation, including counsel to the Loan PartiesAgent), independent accountants and other experts selected by such Agent. The Administrative Agent may deem and treat the payee of any Note as the owner thereof for all purposes unless such Note shall have been transferred in accordance with Section 12.6 and all actions required by such Section in connection with such transfer shall have been taken. Each Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Document of the Related Documents unless it shall first receive such advice or concurrence of the Required Lenders (or, if so specified by this Agreement, all Lenders or any other instructing group of Lenders specified by this Agreement) (including without limitation with respect to Class S Owners and the determination of which Lenders, if any, are Defaulting Lenders) Required Class S Purchasers as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders Class S Purchasers or by the Committed Purchasers in its Purchaser Group, against any and all liability and expense that 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 and any of the other Loan Related Documents in accordance with a request of (i) Class S Owners in its Purchaser Group having Percentage Interests aggregating greater than 50% of the Required Lenders aggregate Percentage Interests of all Class S Owners in such Purchaser Group, and (or, if so specified by this Agreement, ii) Committed Purchasers in its Purchaser Group having Commitments aggregating greater than 50% of the aggregate Commitments of all Lenders or any other instructing group of Lenders specified by this Agreement)Committed Purchasers in such Purchaser Group, and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders present and all future holders of the LoansClass S Purchasers in such Purchaser Group.

Reliance by Agents. Each Agent shall be entitled to rely, and shall be fully protected (and shall have no liability to any Person) in relying, upon any instrument, writing, resolution, notice, consent, certificate, affidavit, letter, telecopy, telex, electronic mail telex or teletype message, 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 and upon advice and statements of legal counsel (including, without limitation, including counsel to the Loan Partiesany Credit Agreement Party), independent accountants and other experts selected by such each Agent. The Administrative Agent Agents may deem and treat the payee of any Note as the owner thereof for all purposes unless such Note shall have been transferred in accordance with Section 12.6 subsection 11.6 and all actions required by such Section in connection with such transfer shall have been taken. Any request, authority or consent of any Person or entity who, at the time of making such request or giving such authority or consent, is the holder of any Note shall be conclusive and binding on any subsequent holder, transferee, assignee or endorsee, as the case may be, of such Note or of any Note or Notes issued in exchange therefor. Each Agent shall be fully justified as between itself and the Lenders in failing or refusing to take any action under this Agreement or any other Loan Document unless it shall first receive such advice or concurrence of the Required Lenders (or, if so specified by this Agreement, all and/or such other requisite percentage of the Lenders or any other instructing group of Lenders specified by this Agreement) (including without limitation with respect as is required pursuant to the determination of which Lenders, if any, are Defaulting Lenderssubsection 11.1(a) as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense that 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 and any Notes and the other Loan Documents in accordance with a request of the Required Lenders (or, if so specified by this Agreement, all and/or such other requisite percentage of the Lenders or any other instructing group of Lenders specified by this Agreementas is required pursuant to subsection 11.1(a), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the Loans.

Reliance by Agents. Each Agent shall be entitled to rely, and shall be fully protected in relying, upon any instrument, writing, communication, signature, resolution, representation, notice, consent, certificate, affidavit, letter, telecopytelegram, telexfacsimile, telex or telephone message, electronic mail or teletype message, statement, order statement 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, without limitation, including counsel to the any Loan PartiesParty), independent accountants and other experts selected by such Agent. The Administrative Agent may deem and treat the payee of Lender specified in the Register with respect to any Note amount owing hereunder as the owner thereof for all purposes unless such Note a written notice of assignment, negotiation or transfer thereof shall have been transferred in accordance filed with Section 12.6 and all actions required by such Section in connection with such transfer shall have been takenthe Administrative Agent. Each Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Document unless it shall first receive such advice or concurrence of the Required Lenders (or, if so specified by this Agreement, all Lenders or any other instructing group of Lenders specified by this Agreement) (including without limitation with respect to the determination of which Lenders, if any, are Defaulting Lenders) as it deems appropriate or and, if it so requests, it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense that 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 and the or any other Loan Documents Document in accordance with a request or consent of the Required Lenders (or, if so specified by this Agreement, all Lenders or any other instructing group such greater number of Lenders specified by this Agreement), 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 and all future holders Lenders, provided that each Agent shall not be required to take any action that, in its opinion or in the opinion of the Loansits counsel, may expose it to liability or that is contrary to any Loan Document or applicable law.

Reliance by Agents. Each Agent shall be entitled to rely, and shall be fully protected (and shall have no liability to any Person) in relying, upon any instrument, writing, resolution, notice, consent, certificate, affidavit, letter, telecopy, telex, electronic mail telex or teletype messagemessage or other electronic transmission, 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 and upon advice and statements of legal counsel (including, without limitation, including counsel to the Loan PartiesBorrowers or Holdings), independent accountants and other experts selected by such each Agent. The Administrative Agent Agents may deem and treat the payee of any Note as the owner thereof for all purposes unless such Note shall have been transferred in accordance with Section 12.6 11.6 and all actions required by such Section in connection with such transfer shall have been taken. Any request, authority or consent of any Person or entity who, at the time of making such request or giving such authority or consent, is the holder of any Note shall be conclusive and binding on any subsequent holder, transferee, assignee or endorsee, as the case may be, of such Note or of any Note or Notes issued in exchange therefor. Each Agent shall be fully justified as between itself and the Lenders in failing or refusing to take any action under this Agreement or any other Loan Document unless it shall first receive such advice or concurrence of the Required Lenders (or, if so specified by this Agreement, all and/or such other requisite percentage of the Lenders or any other instructing group of Lenders specified by this Agreement) (including without limitation with respect as is required pursuant to the determination of which Lenders, if any, are Defaulting LendersSection 11.1(a) as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense that 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 and any Notes and the other Loan Documents in accordance with a request of the Required Lenders (or, if so specified by this Agreement, all and/or such other requisite percentage of the Lenders or any other instructing group of Lenders specified by this Agreementas is required pursuant to Section 11.1(a), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the Loans.

Reliance by Agents. Each The Administrative Agents, the Swingline Lenders, the Letter of Credit Issuers and the Collateral Agent shall be entitled to rely, and shall be fully protected in relying, upon any instrument, writing, resolution, notice, consent, certificate, affidavit, letter, telecopy, telex, electronic mail telex or teletype message, statement, order or other document or conversation reasonably instruction believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel (including, without limitation, including counsel to the Loan Partiesany Borrower), independent accountants and other experts selected by such Administrative Agent, Swingline Lender, Letter of Credit Issuer or the Collateral Agent. The Each Administrative Agent may deem and treat the payee of Lender specified in the Register with respect to any Note amount owing hereunder as the owner thereof for all purposes unless such Note a written notice of assignment, negotiation or transfer thereof shall have been transferred in accordance with Section 12.6 and all actions required by such Section in connection filed with such transfer shall have been takenAdministrative Agent. Each The Administrative Agents, the Swingline Lenders, the Letter of Credit Issuers and the Collateral Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Document unless it shall first receive such advice or concurrence of the Required Lenders (or, if so specified by this Agreement, all Lenders or any other instructing group of Lenders specified by this Agreement) (including without limitation with respect to the determination of which Lenders, if any, are Defaulting Lenders) as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense that may be incurred by it by reason of taking or continuing to take any such action. Each The Administrative Agents, the Swingline Lenders, the Letter of Credit Issuers and the Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the other Loan Documents in accordance with a request of the Required Lenders (or, if so specified by this Agreement, all Lenders or any other instructing group of Lenders specified by this Agreement)Lenders, and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the Loans.

Reliance by Agents. Each Note Agent shall in all cases be entitled to rely, and shall be fully protected in relying, upon any instrumentnote, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex, electronic mail telex or teletype message, 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 and upon advice and statements of legal counsel (including, without limitation, including counsel to each of the Loan PartiesLenders), independent accountants Independent Accountants and other experts selected by such Note Agent. The Administrative Agent may deem and treat the payee of any Each Note as the owner thereof for all purposes unless such Note shall have been transferred in accordance with Section 12.6 and all actions required by such Section in connection with such transfer shall have been taken. Each Agent shall in all cases be fully justified in failing or refusing to take any action under this Agreement Agreement, any other Transaction Document or any other Loan Document document furnished in connection herewith or therewith unless it shall first receive such advice or concurrence of the Required Lenders (or, if so specified by this Agreement, all Lenders or any other instructing group of Lenders specified by this Agreement) (including without limitation with respect to the determination of which Lenders, if any, are Defaulting Lenders) as it deems appropriate appropriate, or it shall first be indemnified to its satisfaction (i) in the case of the Administrative Agent, by the Lenders or (ii) in the case of an Agent, by the Lenders in its Lender Group, against any and all liability liability, cost and expense that which may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement, the other Transaction Documents or any other document furnished in connection herewith or therewith in accordance with a request of the Required Lenders, and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement, the other Transaction Documents or any other document furnished in connection herewith or therewith in accordance with a request of the Required Lenders, and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders. Each Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and Agreement, the other Loan Transaction Documents or any other document furnished in connection herewith or therewith in accordance with a request of the Required Lenders (or, if so specified in its Lender Group holding greater than 66-2/3% of the outstanding Advances held by this Agreement, all Lenders or any other instructing group of Lenders specified by this Agreement)such Lender Group, and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the Loansin such Lender Group.

Reliance by Agents. Each Agent shall be entitled to rely, and shall be fully protected in relying, upon any instrument, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex, electronic mail telex or teletype message, written 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 and upon advice and statements of legal counsel (including, without limitation, including counsel to the Loan PartiesAgent), independent accountants and other experts selected by such Agent. The Administrative Agent may deem and treat the payee of any Note as the owner thereof for all purposes unless such Note shall have been transferred in accordance with Section 12.6 and all actions required by such Section in connection with such transfer shall have been taken. Each Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Document of the Related Documents unless it shall first receive such advice or concurrence of the Required Lenders (or, if so specified by this Agreement, all Lenders or any other instructing group of Lenders specified by this Agreement) (including without limitation with respect to Class C Owners and the determination of which Lenders, if any, are Defaulting Lenders) Required Class C Purchasers as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders Class C Purchasers or by the Committed Purchasers in its Purchaser Group, against any and all liability and expense that 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 and any of the other Loan Related Documents in accordance with a request of (i) Class C Owners in its Purchaser Group having Percentage Interests aggregating greater than 50% of the Required Lenders aggregate Percentage Interests of all Class C Owners in such Purchaser Group, and (or, if so specified by this Agreement, ii) Committed Purchasers in its Purchaser Group having Commitments aggregating greater than 50% of the aggregate Commitments of all Lenders or any other instructing group of Lenders specified by this Agreement)Committed Purchasers in such Purchaser Group, and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders present and all future holders of the LoansClass C Purchasers in such Purchaser Group.

Reliance by Agents. Each Note Agent shall in all cases be entitled to rely, and shall be fully protected in relying, upon any instrumentnote, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex, electronic mail telex or teletype message, 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 and upon advice and statements of legal counsel (including, without limitation, including counsel to each of the Loan PartiesLenders), independent accountants Independent Accountants and other experts selected by such Note Agent. The Administrative Agent may deem and treat the payee of any Each Note as the owner thereof for all purposes unless such Note shall have been transferred in accordance with Section 12.6 and all actions required by such Section in connection with such transfer shall have been taken. Each Agent shall in all cases be fully justified in failing or refusing to take any action under this Agreement Agreement, any other Transaction Document or any other Loan Document document furnished in connection herewith or therewith unless it shall first receive such advice or concurrence of the Required Lenders (or, if so specified by this Agreement, all Lenders or any other instructing group of Lenders specified by this Agreement) (including without limitation with respect to the determination of which Lenders, if any, are Defaulting Lenders) as it deems appropriate appropriate, or it shall first be indemnified to its satisfaction (i) in the case of the Facility Agent, by the Lenders or (ii) in the case of an Agent, by the Lenders in its Lender Group, against any and all liability liability, cost and expense that which may be incurred by it by reason of taking or continuing to take any such action. The Facility Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement, the other Transaction Documents or any other document furnished in connection herewith or therewith in accordance with a request of the Required Lenders, and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders. The Facility Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement, the other Transaction Documents or any other document furnished in connection herewith or therewith in accordance with a request of the Required Lenders, and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders. Each Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and Agreement, the other Loan Transaction Documents or any other document furnished in connection herewith or therewith in accordance with a request of the Required Lenders (or, if so specified in its Lender Group holding greater than 66-2/3% of the outstanding Advances held by this Agreement, all Lenders or any other instructing group of Lenders specified by this Agreement)such Lender Group, and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the Loansin such Lender Group.

Reliance by Agents. Each Agent shall be entitled to relyrely upon, and shall be fully protected in relyingnot incur any liability for relying upon, upon any instrumentnotice, writingrequest, resolution, noticecertificate, consent, certificatestatement, affidavitinstrument, letter, telecopy, telex, document or other writing (including any electronic mail or teletype message, statement, order Internet or intranet website posting or other document or conversation reasonably distribution) believed by it to be genuine and correct and to have been signed, sent or otherwise authenticated by the proper Person. Each Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person or Persons Person, and upon advice and statements shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan, that by its terms must be fulfilled to the satisfaction of a Lender, the Administrative Agent may presume that such condition is satisfactory to such Lender unless the Administrative Agent shall have received notice to the contrary from such Lender prior to the making of such Loan. Each Agent may consult with legal counsel (including, without limitation, who may be counsel to for the Loan PartiesBorrower), independent accountants and other experts selected by such Agent. The Administrative Agent may deem it, and treat the payee of shall not be liable for any Note as the owner thereof for all purposes unless such Note shall have been transferred action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts. As to any matters not expressly provided for in this Agreement and in the other Loan Documents (including enforcement or collection), the Administrative Agent and/or the Collateral Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the written instructions of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, pursuant to the terms in the Loan Documents), and, unless and until revoked in writing, such instructions shall be binding upon each Lender. Upon request by the Administrative Agent and/or the Collateral Agent, as the case may be, the Required Lenders shall confirm in writing the Administrative Agent’s authority and/or the Collateral Agent’s authority, as the case may be, to take any action in accordance with the terms of the Loan Documents and this Section 12.6 8.04 and may refrain from acting until such confirmation has been provided. Notwithstanding anything else to the contrary herein, whenever reference is made in this Agreement, or any other Loan Document, to any discretionary action by, consent, designation, specification, requirement or approval of, notice, request or other communication from, or other direction given or action to be undertaken or to be (or not to be) suffered or omitted by the Administrative Agent or eitherthe Collateral Agent or to any election, decision, opinion, acceptance, use of judgment, expression of satisfaction or other exercise of discretion, rights or remedies to be made (or not to be made) by the Administrative Agent or eitherthe Collateral Agent, it is understood that in all actions required by cases the Administrative Agent or such Section in connection with such transfer shall have been taken. Each Collateral Agent shall be fully justified in failing or refusing to take any such action under this Agreement if it shall not have received written instruction, advice or concurrence from (i) in the case of the Administrative Agent, the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in any other Loan Document unless it Document) or (ii) in the case of the Collateral Agent, the Administrative Agent. The Administrative Agent and Collateral Agent shall first receive such advice have no liability for any failure or concurrence delay in taking any actions contemplated above as a result of a failure or delay on the part of the Required Lenders (oror Administrative Agent in the case of the Collateral Agent) to provide such instruction, if so specified by this Agreementadvice or concurrence. This provision is intended solely for the benefit of each of the Administrative Agent and the Collateral Agent and its successors and permitted assigns and is not intended to and will not entitle the other parties hereto to any defense, all Lenders claim or counterclaim, or confer any rights or benefits on any party hereto. Except for any action expressly required of the Administrative Agent or the Collateral Agent hereunder or other instructing group of Lenders specified by this Agreement) (including without limitation with respect Loan Document to the determination of which Lendersit is a party, if any, are Defaulting Lenders) as it deems appropriate or it shall first in all cases be indemnified fully justified in failing or refusing to act unless it shall receive further assurances to its satisfaction by reasonable satisfaction, including indemnification, from the Lenders against any and all liability and expense that may be incurred by it by reason of taking or continuing to take any such action. Each No provision of this Agreement or any Loan Document shall require the Administrative Agent shall or the Collateral Agent to take any action that it reasonably believes to be contrary to applicable law or to expend or risk its own funds or otherwise incur financial liability in all cases be fully protected in acting, the performance of any of its duties thereunder or in refraining from acting, under this Agreement and the other Loan Documents in accordance with a request exercise of the Required Lenders (or, any of its rights or powers if so specified by this Agreement, all Lenders it shall have reasonable grounds to believe that repayment of such funds or any other instructing group of Lenders specified by this Agreement), and adequate indemnity against such request and any action taken risk or failure liability is not reasonably assured to act pursuant thereto shall be binding upon all the Lenders and all future holders of the Loansit.

Reliance by Agents. Each Agent shall be entitled to rely, and shall be fully protected (and shall have no liability to any Person) in relying, upon any instrument, writing, resolution, notice, consent, certificate, affidavit, letter, telecopy, telex, electronic mail telex or teletype message, 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 and upon advice and statements of legal counsel (including, without limitation, including counsel to the Loan Partiesany Borrower or Holdings), independent accountants and other experts selected by such each Agent. The Administrative Agent Agents may deem and treat the payee of any Note as the owner thereof for all purposes unless such Note shall have been transferred in accordance with Section 12.6 11.6 and all actions required by such Section in connection with such transfer shall have been taken. Any request, authority or consent of any Person or entity who, at the time of making such request or giving such authority or consent, is the holder of any Note shall be conclusive and binding on any subsequent holder, transferee, assignee or endorsee, as the case may be, of such Note or of any Note or Notes issued in exchange therefor. Each Agent shall be fully justified as between itself and the Lenders in failing or refusing to take any action under this Agreement or any other Loan Document unless it shall first receive such advice or concurrence of the Required Lenders (or, if so specified by this Agreement, all and/or such other requisite percentage of the Lenders or any other instructing group of Lenders specified by this Agreement) (including without limitation with respect as is required pursuant to the determination of which Lenders, if any, are Defaulting LendersSection 11.1(a) as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense that 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 and any Notes and the other Loan Documents in accordance with a request of the Required Lenders (or, if so specified by this Agreement, all and/or such other requisite percentage of the Lenders or any other instructing group of Lenders specified by this Agreementas is required pursuant to Section 11.1(a), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the Loans.

Reliance by Agents. (a) Each Agent shall be entitled to rely, and shall be fully protected in relying, upon any instrument, writing, communication, signature, resolution, representation, notice, consent, certificate, affidavit, letter, telecopytelegram, telexfacsimile, telex or telephone message, electronic mail or teletype message, statement, order statement 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, without limitation, including counsel to the any Loan PartiesParty), independent accountants and other experts selected by such Agent. The Administrative Agent may deem and treat shall be permitted, without obtaining the payee consent of the Required Lenders, to make any Note as determination hereunder that, pursuant to the owner thereof for all purposes unless terms hereof, requires the consent, approval or other determination of the Administrative Agent; provided however that the Administrative Agent shall be permitted to request instructions from the Required Lenders with respect to such Note shall have been transferred in accordance with Section 12.6 and all actions required by such Section in connection with such transfer shall have been takenmatters. Each Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Document unless it shall first receive such advice or concurrence of the Required Lenders (or, if so specified by this Agreement, all Lenders or any other instructing group of Lenders specified by this Agreement) (including without limitation with respect to the determination of which Lenders, if any, are Defaulting Lenders) as it deems appropriate or and, if it so requests, it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense that 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 and the or any other Loan Documents Document in accordance with a request or consent of the Required Lenders (or, if so specified by this Agreement, all Lenders or any other instructing group such greater number of Lenders specified by this Agreement), 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 and all future holders of the LoansLenders.

Reliance by Agents. (a) Each Agent shall be entitled to rely, and shall be fully protected in relying, upon any instrument, writing, communication, signature, resolution, representation, notice, consent, certificate, affidavit, letter, telecopytelegram, telexfacsimile, telex or telephone message, electronic mail or teletype message, statement, order statement 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, without limitation, including counsel to the any Loan PartiesParty), independent accountants and other experts selected by such Agent. The Administrative Agent may deem and treat shall be permitted, without obtaining the payee consent of the Required Lenders, to make any Note as determination hereunder that, pursuant to the owner thereof for all purposes unless terms hereof, requires the consent, approval or other determination of the Administrative Agent; provided, however that the Administrative Agent shall be permitted to request instructions from the Required Lenders with respect to such Note shall have been transferred in accordance with Section 12.6 and all actions required by such Section in connection with such transfer shall have been takenmatters. Each Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Document unless it shall first receive such advice or concurrence of the Required Lenders (or, if so specified by this Agreement, all Lenders or any other instructing group of Lenders specified by this Agreement) (including without limitation with respect to the determination of which Lenders, if any, are Defaulting Lenders) as it deems appropriate or and, if it so requests, it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense that 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 and the or any other Loan Documents Document in accordance with a request or consent of the Required Lenders (or, if so specified by this Agreement, all Lenders or any other instructing group such greater number of Lenders specified by this Agreement), 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 and all future holders of the LoansLenders.

Reliance by Agents. Each Agent shall be entitled to rely, and shall be fully protected (and shall have no liability to any Person) in relying, upon any instrument, writing, resolution, notice, consent, certificate, affidavit, letter, telecopy, telex, electronic mail telex or teletype message, 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 and upon advice and statements of legal counsel (including, without limitation, including counsel to the Loan PartiesParent Borrower or Holdings), independent accountants and other experts selected by such each Agent. The Administrative Agent Agents may deem and treat the payee of any Note as the owner thereof for all purposes unless such Note shall have been transferred in accordance with Section 12.6 11.6 and all actions required by such Section in connection with such transfer shall have been taken. Any request, authority or consent of any Person or entity who, at the time of making such request or giving such authority or consent, is the holder of any Note shall be conclusive and binding on any subsequent holder, transferee, assignee or endorsee, as the case may be, of such Note or of any Note or Notes issued in exchange therefor. Each Agent shall be fully justified as between itself and the Lenders in failing or refusing to take any action under this Agreement or any other Loan Document unless it shall first receive such advice or concurrence of the Required Lenders (or, if so specified by this Agreement, all and/or such other requisite percentage of the Lenders or any other instructing group of Lenders specified by this Agreement) (including without limitation with respect as is required pursuant to the determination of which Lenders, if any, are Defaulting LendersSection 11.1(a) as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense that 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 and any Notes and the other Loan Documents in accordance with a request of the Required Lenders (or, if so specified by this Agreement, all and/or such other requisite percentage of the Lenders or any other instructing group of Lenders specified by this Agreementas is required pursuant to Section 11.1(a), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the Loans.

Reliance by Agents. Each Agent shall be entitled to rely, and shall be fully protected in relying, upon any instrumentNote, writing, resolution, notice, consent, certificate, affidavit, letter, telecopy, telex, electronic mail telex or teletype message, 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 and upon advice and statements of legal counsel (including, without limitation, counsel to the Loan PartiesBorrowers), independent accountants and other experts selected by such Agent. The Administrative Each Agent may deem and treat the payee of any Note as the owner thereof for all purposes unless such Note a written notice of assignment, negotiation or transfer thereof shall have been transferred in accordance filed with Section 12.6 and all actions required by such Section in connection with such transfer shall have been takenthe Administrative Agent. Each Agent The Agents shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Document unless it they shall first receive such advice or concurrence of the Required Lenders (or, if so specified by this Agreement, all Lenders or any other instructing group of Lenders specified by this Agreement) (including without limitation with respect to the determination of which Lenders, if any, are Defaulting Lenders) as it deems they deem appropriate or it they shall first be indemnified to its their satisfaction by the Lenders against any and all liability and expense that which may be incurred by it them 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 and the other Loan Documents in accordance with a request of the Required Lenders (or, if so specified by this Agreement, all Lenders or any other instructing group of Lenders specified by this Agreement)Lenders, and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the Loans.

Reliance by Agents. Each Agent shall be entitled to relyrely upon, and shall be fully protected in relyingnot incur any liability for relying upon, upon any instrumentnotice, writingrequest, resolution, noticecertificate, consent, certificatestatement, affidavitinstrument, letter, telecopy, telex, document or other writing (including any electronic mail or teletype message, statement, order Internet or intranet website posting or other document or conversation reasonably distribution) believed by it to be genuine and correct and to have been signed, sent or otherwise authenticated by the proper Person. Each Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person or Persons Person, and upon advice and statements shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan, that by its terms must be fulfilled to the satisfaction of a Lender, the Administrative Agent may presume that such condition is satisfactory to such Lender unless the Administrative Agent shall have received notice to the contrary from such Lender prior to the making of such Loan. Each Agent may consult with legal counsel (including, without limitation, who may be counsel to for the Loan PartiesBorrower), independent accountants and other experts selected by such Agent. The Administrative Agent may deem it, and treat the payee of shall not be liable for any Note as the owner thereof for all purposes unless such Note shall have been transferred action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts. As to any matters not expressly provided for in this Agreement and in the other Loan Documents (including enforcement or collection), the Administrative Agent and/or the Collateral Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the written instructions of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, pursuant to the terms in the Loan Documents), and, unless and until revoked in writing, such instructions shall be binding upon each Lender. Upon request by the Administrative Agent and/or the Collateral Agent, as the case may be, the Required Lenders shall confirm in writing the Administrative Agent’s authority and/or the Collateral Agent’s authority, as the case may be, to take any action in accordance with the terms of the Loan Documents and this Section 12.6 8.04 and may refrain from acting until such confirmation has been provided. Notwithstanding anything else to the contrary herein, whenever reference is made in this Agreement, or any other Loan Document, to any discretionary action by, consent, designation, specification, requirement or approval of, notice, request or other communication from, or other direction given or action to be undertaken or to be (or not to be) suffered or omitted by the Administrative Agent or the Collateral Agent or to any election, decision, opinion, acceptance, use of judgment, expression of satisfaction or other exercise of discretion, rights or remedies to be made (or not to be made) by the Administrative Agent or the Collateral Agent, it is understood that in all actions required by cases the Administrative Agent or such Section in connection with such transfer shall have been taken. Each Collateral Agent shall be fully justified in failing or refusing to take any such action under this Agreement if it shall not have received written instruction, advice or concurrence from (i) in the case of the Administrative Agent, the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in any other Loan Document unless it Document) or (ii) in the case of the Collateral Agent, the Administrative Agent. The Administrative Agent and Collateral Agent shall first receive such advice have no liability for any failure or concurrence delay in taking any actions contemplated above as a result of a failure or delay on the part of the Required Lenders (oror Administrative Agent in the case of the Collateral Agent) to provide such instruction, if so specified by this Agreementadvice or concurrence. This provision is intended solely for the benefit of each of the Administrative Agent and the Collateral Agent and its successors and permitted assigns and is not intended to and will not entitle the other parties hereto to any defense, all Lenders claim or counterclaim, or confer any rights or benefits on any party hereto. Except for any action expressly required of the Administrative Agent or the Collateral Agent hereunder or other instructing group of Lenders specified by this Agreement) (including without limitation with respect Loan Document to the determination of which Lendersit is a party, if any, are Defaulting Lenders) as it deems appropriate or it shall first in all cases be indemnified fully justified in failing or refusing to act unless it shall receive further assurances to its satisfaction by reasonable satisfaction, including indemnification, from the Lenders against any and all liability and expense that may be incurred by it by reason of taking or continuing to take any such action. Each No provision of this Agreement or any Loan Document shall require the Administrative Agent shall or the Collateral Agent to take any action that it reasonably believes to be contrary to applicable law or to expend or risk its own funds or otherwise incur financial liability in all cases be fully protected in acting, the performance of any of its duties thereunder or in refraining from acting, under this Agreement and the other Loan Documents in accordance with a request exercise of the Required Lenders (or, any of its rights or powers if so specified by this Agreement, all Lenders it shall have reasonable grounds to believe that repayment of such funds or any other instructing group of Lenders specified by this Agreement), and adequate indemnity against such request and any action taken risk or failure liability is not reasonably assured to act pursuant thereto shall be binding upon all the Lenders and all future holders of the Loansit.

Reliance by Agents. Each Agent of the Agents shall be entitled to rely, and shall be fully protected in relying, upon any instrumentcertification, writing, resolution, notice, consent, certificate, affidavit, letternotice or other communication (including any thereof by telephone, telecopy, telex, electronic mail telegram or teletype message, statement, order or other document or conversation reasonably cable) believed by it to be genuine and correct and to have been signed, sent or made by or on behalf of the proper Person or Persons Person, and upon advice and statements of legal counsel (including, without limitation, counsel to the Loan Parties)counsel, independent accountants and other experts selected by such Agent. The Administrative Agent may deem and treat As to any matters not expressly provided for by the payee Loan Documents, each of any Note as the owner thereof for Agents shall in all purposes unless such Note shall have been transferred cases be fully protected in acting, or in refraining from acting, hereunder or thereunder in accordance with Section 12.6 and all actions required instructions given by such Section in connection with such transfer shall have been taken. Each Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Document unless it shall first receive such advice or concurrence of the Required Lenders (or, if so specified by this Agreement, or all Lenders or any other instructing group of Lenders specified by this Agreement) (including without limitation with respect to the determination of which Lenders, if any, are Defaulting Lenders) as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders as is required in such circumstance or as such Agent deems appropriate, and such instructions of such Lenders and any action taken or failure to act pursuant thereto shall be binding on all Secured Parties; prior to acting, or refraining from acting, in any such circumstance, either such Agent may request confirmation from the Lenders of their obligation to indemnify such Agent against any and all liability and expense that 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 and the other Loan Documents For purposes of applying amounts in accordance with this Section, each Agent shall be entitled to rely upon any Secured Party that has entered into a Rate Protection Agreement with any Obligor for a determination (which such Secured Party agrees to provide or cause to be provided upon request of the Required Lenders (orAdministrative Agent) of the outstanding Obligations owed to such Secured Party under any Rate Protection Agreement. Unless it has actual knowledge evidenced by way of written notice from any such Secured Party and the Borrower to the contrary, if so specified by this Agreementeach of the Agents, all Lenders in acting in such capacity under the Loan Documents, shall be entitled to assume that no Rate Protection Agreements or Obligations in respect thereof are in existence or outstanding between any other instructing group of Lenders specified by this Agreement), and such request Secured Party and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the LoansObligor.

Reliance by Agents. Each Agent shall be entitled to rely, and shall be fully protected in relying, upon any instrument, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex, electronic mail telex or teletype message, written 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 and upon advice and statements of legal counsel (including, without limitation, including counsel to the Loan PartiesAgent), independent accountants and other experts selected by such Agent. The Administrative Agent may deem and treat the payee of any Note as the owner thereof for all purposes unless such Note shall have been transferred in accordance with Section 12.6 and all actions required by such Section in connection with such transfer shall have been taken. Each Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Document of the Related Documents unless it shall first receive such advice or concurrence of the Required Lenders (or, if so specified by this Agreement, all Lenders or any other instructing group of Lenders specified by this Agreement) (including without limitation with respect to Class A-2 Owners and the determination of which Lenders, if any, are Defaulting Lenders) Required Class A-2 Purchasers as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders Class A-2 Purchasers or by the Committed Purchasers in its Purchaser Group, against any and all liability and expense that 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 and any of the other Loan Related Documents in accordance with a request of (i) Class A-2 Owners in its Purchaser Group having Percentage Interests aggregating greater than 50% of the Required Lenders aggregate Percentage Interests of all Class A-2 Owners in such Purchaser Group, and (or, if so specified by this Agreement, ii) Committed Purchasers in its Purchaser Group having Commitments aggregating greater than 50% of the aggregate Commitments of all Lenders or any other instructing group of Lenders specified by this Agreement)Committed Purchasers in such Purchaser Group, and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders present and all future holders of the LoansClass A-2 Purchasers in such Purchaser Group.

Reliance by Agents. Each Agent shall be entitled to rely, and shall be fully protected in relying, upon any instrument, writing, resolution, notice, consent, certificate, affidavit, letter, telecopy, telex, electronic mail telex or teletype message, 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 and upon advice and statements of legal counsel (including, without limitation, counsel to Parent, Holdings or the other Loan Parties), independent accountants and other experts selected by such Agent. The Administrative Agent may Agents shall deem and treat the payee of any Term Note as the owner thereof for all purposes unless such Note a written notice of assignment, negotiation or transfer thereof shall have been transferred filed with the Administrative Agent as recorded in accordance with Section 12.6 and all actions required by such Section in connection with such transfer shall have been takenthe Register. Each Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Document unless it shall first receive such advice or concurrence of the Required Lenders or the requisite Lenders required under Section 10.1 to authorize or require such action (or, if so specified by this Agreement, all Lenders or any other instructing group of Lenders specified by this Agreement) (including without limitation with respect to the determination of which Lenders, if any, are Defaulting Lenders) as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense that 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 and the other Loan Documents in accordance with a request of the Required Lenders or the requisite Lenders under Section 10.1 to authorize or require such action (or, if so specified by this Agreement, all Lenders or any other instructing group of Lenders specified by this AgreementLenders), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the Term Loans.

Reliance by Agents. Each Agent shall be entitled to rely, and shall be fully protected in relying, upon any instrument, writing, resolution, notice, consent, certificate, affidavit, letter, telecopy, telex, electronic mail telecopy or teletype email message, 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 and upon advice and statements of legal counsel (including, without limitation, including counsel to the Loan PartiesBorrower rendered in any legal opinion for the benefit of an Agent or any Lender), independent accountants and other experts selected by such an Agent. The Administrative Agent may deem and treat the payee of any Note as the owner thereof for all purposes unless such Note a written notice of assignment, negotiation or transfer thereof shall have been transferred in accordance filed with Section 12.6 and all actions required by such Section in connection with such transfer shall have been takenthe Administrative Agent. Each Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Document unless it shall first receive such advice or concurrence of the Required Lenders (or, if so specified by this Agreement, all Lenders or any other instructing group of Lenders specified by this Agreement) (including without limitation with respect to the determination of which Lenders, if any, are Defaulting Lenders) as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense that 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 and the other Loan Documents in accordance with a request of the Required Lenders (or, if so specified by this Agreement, all Lenders or any other instructing group of Lenders specified by this AgreementLenders), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the Loans.

Reliance by Agents. Each Agent shall be entitled to rely, and shall be fully protected in relying, upon any instrument, writing, resolution, notice, consent, certificate, affidavit, letter, telecopy, telex, electronic mail telex or teletype message, 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 and upon advice and statements of legal counsel (including, without limitation, including counsel to the Loan PartiesBorrower), independent accountants and other experts selected by such Agent. The Administrative Agent may shall deem and treat the payee of Lender specified in the Register with respect to any Note amount owing hereunder as the owner thereof for all purposes unless such Note a written notice of assignment, negotiation or transfer thereof shall have been transferred in accordance filed with Section 12.6 and all actions required by such Section in connection with such transfer shall have been takenthe Administrative Agent. Each Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Document unless it shall first receive such advice or concurrence of the Required Lenders (or, if so specified by this Agreement, all Lenders or any other instructing group of Lenders specified by this Agreement) (including without limitation with respect to the determination of which Lenders, if any, are Defaulting Lenders) as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense that 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, under this Agreement and the other Loan Documents in accordance with a request of the Required Lenders (or, if so specified by this Agreement, all Lenders or any other instructing group of Lenders specified by this AgreementLenders), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the LoansLoans and all other Secured Parties.

Reliance by Agents. Each Agent shall be entitled to relyrely upon, and shall be fully protected in relyingnot incur any liability for relying upon, upon any instrumentcertification, writing, resolution, notice, consent, certificate, affidavit, letter, telecopy, notice or other written communication (including any thereof by telex, electronic mail telegram or teletype message, statement, order or other document or conversation cable) reasonably believed by it to be genuine and correct and to have been signed, signed or sent by or made by on behalf of the proper Person or Persons Persons, and upon advice and statements of legal counsel (including, without limitation, counsel to the Loan Parties)counsel, independent accountants and other experts selected by such Agent. The Administrative Each Agent may deem also rely upon any statement made to it orally or by telephone and treat believed by it to be made by the payee of proper Person, and shall not incur any Note as the owner thereof liability for all purposes unless such Note shall have been transferred in accordance with Section 12.6 and all actions required relying thereon. As to any matters not expressly provided for by such Section in connection with such transfer shall have been taken. Each Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Financing Document unless it shall first receive to which an Agent is intended to be a party, such advice or concurrence of the Required Lenders (or, if so specified by this Agreement, all Lenders or any other instructing group of Lenders specified by this Agreement) (including without limitation with respect to the determination of which Lenders, if any, are Defaulting Lenders) as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense that 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 and the other Loan Documents hereunder or thereunder in accordance with a request instructions given by the Majority Lenders or all of the Required Lenders (or, if so specified by this Agreement, all Lenders or any other instructing group of Lenders specified by this Agreement)as is required in such circumstance, and such request instructions of such Lenders and any action taken taken, suffered or omitted or failure to act pursuant thereto shall be binding upon on all the Lenders and all future holders of the LoansLenders. Without limiting the foregoing, each Agent shall be entitled to advice of counsel and other professionals concerning all matters of trust and its duty hereunder, but no Agent shall be answerable or responsible for the professional malpractice of any attorney-at-law or certified public accountant or for the acts or omissions of any other professional in connection with the rendering of professional advice in accordance with the terms of this Agreement, if such attorney-at-law, certified public accountant or other professional was selected by such Agent with due care.

Reliance by Agents. Each The Administrative Agent and the Collateral Agent shall be entitled to rely, and shall be fully protected in relying, upon any instrument, writing, resolution, notice, consent, certificate, affidavit, letter, telecopy, telex, electronic mail telex or teletype message, statement, order or other document or conversation reasonably instruction 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 the Loan PartiesBorrower), independent accountants and other experts selected by such the Administrative Agent or the Collateral Agent. Each Agent also may rely upon any statement made to it orally and believed by it in good faith to be made by a proper Person, and shall not incur any liability for relying thereon. The Administrative Agent may deem and treat the payee of Lender specified in the Register with respect to any Note amount owing hereunder as the owner thereof for all purposes unless such Note a written notice of assignment, negotiation or transfer thereof shall have been transferred in accordance filed with Section 12.6 the Administrative Agent. The Administrative Agent and all actions required by such Section in connection with such transfer shall have been taken. Each the Collateral Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Credit Document unless it shall first receive such advice or concurrence of the Required Lenders (or, if so specified by this Agreement, all Lenders or any other instructing group of Lenders specified by this Agreement) (including without limitation with respect to the determination of which Lenders, if any, are Defaulting Lenders) as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense that may be incurred by it by reason of taking or continuing to take any such action. Each The Administrative Agent and the Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the other Loan Credit Documents in accordance with a request of the Required Lenders (or, if so specified by this Agreement, all Lenders or any other instructing group of Lenders specified by this Agreement)Lenders, and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the Loans; provided that the Administrative Agent and the Collateral Agent shall not be required to take any action that, in its opinion or in the opinion of its counsel, may expose it to liability or that is contrary to any Credit Document or applicable law.

Reliance by Agents. Each Note Agent shall be entitled to rely, and shall be fully protected in relying, upon any instrument, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex, electronic mail telex or teletype message, written 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 and upon advice and statements of legal counsel (including, without limitation, including counsel to the Loan Partiessuch Note Agent), independent accountants and other experts selected by such Note Agent. The Administrative Agent may deem and treat the payee of any Each Note as the owner thereof for all purposes unless such Note shall have been transferred in accordance with Section 12.6 and all actions required by such Section in connection with such transfer shall have been taken. Each Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Document of the Transaction Documents unless it shall first receive such advice or concurrence of the Required Lenders (or, if so specified by this Agreement, all Lenders or any other instructing group of Lenders specified by this Agreement) (including without limitation with respect to the determination of which Lenders, if any, are Defaulting Lenders) as it deems appropriate or it shall first be indemnified to its satisfaction (i) in the case of the Administrative Agent, by the Committed Lenders or (ii) in the case of an Agent, by the Committed Lenders in its Lender Group, against any and all liability and expense that which may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under any of the Transaction Documents in accordance with a request of the Required Lenders (or their Agents), and such request and any action taken or failure to act pursuant thereto shall be binding upon all present and future Lenders. Each Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and any of the other Loan Related Documents in accordance with a request of (i) Lenders in its Lender Group having Percentage Interests aggregating greater than 50% of the Required Lenders (or, if so specified by this Agreement, aggregate Percentage Interests of all Lenders or any other instructing group in such Lender Group, and (ii) Committed Lenders in its Lender Group having Commitments aggregating greater than 50% of the aggregate Commitments of all Committed Lenders specified by this Agreement)in such Lender Group, and such request and any action taken or failure to act pursuant thereto shall be binding upon all the present and future Lenders and all future holders of the Loansin such Lender Group.

Reliance by Agents. Each Agent of the Agents shall be entitled to rely, and shall be fully protected in relying, upon any instrumentnote, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex, electronic mail telex or teletype message, 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 and upon advice and statements of legal counsel (including, without limitation, counsel to the Loan PartiesBorrowers), independent accountants and other experts selected by such any Agent. The Administrative Agent Each of the Agents may deem and treat the payee of any Note as the owner thereof for all purposes unless such Note shall have been transferred in accordance with Section 12.6 and all actions required by such Section in connection with such transfer shall have been taken14.10 hereof. Each Agent of the Agents shall be fully justified in failing or refusing to take any action under this Agreement or any and the other Loan Document Documents unless it shall first receive such advice or concurrence of the Required Lenders (or, if so specified when expressly required hereby or by this Agreementthe relevant other Loan Document, all Lenders or any other instructing group of Lenders specified by this Agreement) (including without limitation with respect to the determination of which Lenders, if any, are Defaulting Lenders) as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense that which may be incurred by it by reason of taking or continuing to take any such actionaction except for its own gross negligence or willful misconduct. Each Agent of the Agents shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the other Loan Documents Notes in accordance with a request of the Required Lenders (or, if so specified by this Agreementwhen expressly required hereby, all Lenders or any other instructing group of Lenders specified by this Agreementthe Lenders), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the LoansNotes.

Reliance by Agents. Each Agent shall be entitled to rely, and shall be fully protected in relying, upon any instrument, writing, resolution, notice, consent, certificate, affidavit, letter, telecopy, telex, electronic mail telex or teletype message, 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 and upon advice and statements of legal counsel (including, without limitation, including counsel to the any Loan PartiesParty), independent accountants and other experts selected by such Agent. The Administrative Agent may shall deem and treat the payee of Lender specified in the Register with respect to any Note amount owing hereunder as the owner thereof for all purposes unless such Note a written notice of assignment, negotiation or transfer thereof shall have been transferred in accordance filed with Section 12.6 and all actions required by such Section in connection with such transfer shall have been takenthe Administrative Agent. Each Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Document unless it shall first receive such advice or concurrence of the Required Lenders (or, if so specified by this Agreement, all Lenders or any other instructing group of Lenders specified by this Agreement) (including without limitation with respect to the determination of which Lenders, if any, are Defaulting Lenders) as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense that 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, under this Agreement and the other Loan Documents in accordance with a request of the Required Lenders (or, if so specified by this Agreement, all Lenders or any other instructing group of Lenders specified by this AgreementLenders), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the LoansTerm Loans and all other Secured Parties.

Reliance by Agents. Each The Administrative Agent shall be entitled to relyrely upon, and shall be fully protected in relyingrelying and shall not incur any liability for relying upon, upon any instrumentnotice, writingrequest, resolution, noticecertificate, consent, certificate, affidavit, letter, telecopy, telex, electronic mail or teletype messagecommunication, statement, order instrument, document or other document writing (including any electronic message, Internet or conversation reasonably intranet website posting or other distribution) believed by it to be genuine and correct and to have been signed, sent or otherwise authenticated by the proper Person, including any certification pursuant to Section 12.14. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person Person, and shall be fully protected in relying and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan that by its terms must be fulfilled to the satisfaction of a Lender or Persons and upon advice and statements an Issuing Lender, the Administrative Agent may presume that such condition is satisfactory to such Lender unless the Administrative Agent shall have received notice to the contrary from such Lender prior to the making of such Loan. The Administrative Agent may consult with legal counsel (including, without limitation, who may be counsel to for the Loan PartiesBorrower), independent accountants and other experts selected by such Agent. The Administrative Agent may deem and treat the payee of any Note as the owner thereof for all purposes unless such Note shall have been transferred in accordance with Section 12.6 and all actions required by such Section in connection with such transfer shall have been taken. Each Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Document unless it shall first receive such advice or concurrence of the Required Lenders (or, if so specified by this Agreement, all Lenders or any other instructing group of Lenders specified by this Agreement) (including without limitation with respect to the determination of which Lenders, if any, are Defaulting Lenders) as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense that 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 and the other Loan Documents in accordance with a request of the Required Lenders (or, if so specified by this Agreement, all Lenders or any other instructing group of Lenders specified by this Agreement)it, and such request and shall not be liable for any action taken or failure not taken by it in accordance with the advice of any such counsel, accountants or experts. Each Lender that has signed this Agreement or a signature page to act an Assignment and Assumption or any other Credit Document pursuant thereto to which it is to become a Lender hereunder shall be binding upon all the Lenders deemed to have consented to, approved and all future holders of the Loansaccepted and shall deemed satisfied with each document or other matter required thereunder to be consented to, approved or accepted by such Lender or that is to be acceptable or satisfactory to such Lender.

Reliance by Agents. Each Agent shall be entitled to rely, and shall be fully protected in relying, upon any instrument, writing, communication, signature, resolution, representation, notice, consent, certificate, affidavit, letter, telecopytelegram, telexfacsimile, telex or telephone message, electronic mail or teletype message, statement, order statement 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, without limitation, including counsel to the any Loan PartiesParty), independent accountants and other experts selected by such Agent. The Administrative Agent may deem and treat the payee of any Note as the owner thereof for all purposes unless such Note shall have been transferred in accordance with Section 12.6 and all actions required by such Section in connection with such transfer shall have been taken. Each Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Document unless it shall first receive such advice or concurrence of the Required Lenders (or, if so specified by this Agreement, all Lenders or any other instructing group of Lenders specified by this Agreement) (including without limitation with respect to the determination of which Lenders, if any, are Defaulting Lenders) as it deems appropriate or and, if it so requests, it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense that 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 and the or any other Loan Documents Document in accordance with a request or consent of the Required Lenders (or, if so specified by this Agreement, all Lenders or any other instructing group such greater number of Lenders specified by this Agreement), 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 and all future holders Lenders. For purposes of determining compliance with the Loansconditions specified in Section 4.01 with respect to Credit Extensions on the Closing Date or Section 4.02, 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 by Agents. Each Agent shall be entitled to rely, and ------------------ shall be fully protected in relying, upon any instrument, writing, resolution, notice, consent, certificate, affidavit, letter, telecopy, telex, electronic mail telex or teletype message, 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 and upon advice and statements of legal counsel (including, without limitation, counsel to Holdings or the Loan Parties), independent accountants and other experts selected by such the Administrative Agent. The Administrative Agent Agents may deem and treat the payee of any Note as the owner thereof for all purposes unless such Note a written notice of assignment, negotiation or transfer thereof shall have been transferred in accordance filed with Section 12.6 and all actions required by such Section in connection with such transfer shall have been takenthe Administrative Agent. Each Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Document unless it shall first receive such advice or concurrence of the Required Lenders (or, if so specified by this Agreement, all Lenders or any other instructing group of Lenders specified by this Agreement) (including without limitation with respect to the determination of which Lenders, if any, are Defaulting Lenders) as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense that 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 and the other Loan Documents in accordance with a request of the Required Lenders (or, if so specified by this Agreement, all Lenders or any other instructing group of Lenders specified by this AgreementLenders), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the Loans.

Reliance by Agents. Each The Administrative Agent and the Collateral Agent shall be entitled to rely, and shall be fully protected in relying, upon any instrument, writing, resolution, notice, consent, certificate, affidavit, letter, telecopy, telex, electronic mail mail, or teletype message, statement, order or other document or conversation reasonably instruction 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 Holdings and/or the Loan PartiesBorrower), independent accountants and other experts selected by such the Administrative Agent or the Collateral Agent. The Administrative Agent may deem and treat the payee of Lender specified in the Register with respect to any Note amount owing hereunder as the owner thereof for all purposes unless such Note a written notice of assignment, negotiation or transfer thereof shall have been transferred in accordance filed with Section 12.6 the Administrative Agent. The Administrative Agent and all actions required by such Section in connection with such transfer shall have been taken. Each the Collateral Agent and shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Credit Document unless it shall first receive such advice or concurrence of the Required Lenders (or, if so specified by this Agreement, all Lenders or any other instructing group of Lenders specified by this Agreement) (including without limitation with respect to the determination of which Lenders, if any, are Defaulting Lenders) as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense that may be incurred by it by reason of taking or continuing to take any such action. Each The Administrative Agent and the Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the other Loan Credit Documents in accordance with a request of the Required Lenders (or, if so specified by this Agreement, all Lenders or any other instructing group of Lenders specified by this Agreement)Lenders, and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the Loans; provided that none of the Administrative Agent or the Collateral Agent shall be required to take any action that, in its opinion or in the opinion of its counsel, may expose it to liability or that is contrary to any Credit Document or Applicable Law. For purposes of determining compliance with the conditions specified in Sections 6 and 7 on the Conversion Date, each Lender that has signed or authorized the signing of this Agreement shall be deemed to have consented to, approved or 192 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 Conversion Date specifying its objection thereto.

Reliance by Agents. (a) Each Agent shall be entitled to rely, and shall be fully protected in relying, upon any instrument, writing, communication, signature, resolution, representation, notice, consent, certificate, affidavit, letter, telecopytelegram, telexfacsimile, telex or telephone message, electronic mail or teletype message, statement, order statement 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, without limitation, including counsel to the any Loan PartiesParty), independent accountants and other experts selected by such Agent. The Administrative Agent may deem and treat the payee of any Note as the owner thereof for all purposes unless such Note shall have been transferred in accordance with Section 12.6 and all actions required by such Section in connection with such transfer shall have been taken. Each Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Document unless it shall first receive such advice or concurrence of the applicable Required Lenders (or, if so specified by this Agreement, all Lenders or any other instructing group of Lenders specified by this Agreement) (including without limitation with respect to the determination of which Lenders, if any, are Defaulting Lenders) as it deems appropriate or and, if it so requests, it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense that 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 and the or any other Loan Documents Document in accordance with a request or consent of the Required Lenders (or, if so specified by this Agreement, all Lenders or any other instructing group such greater number of Lenders specified by this Agreement), 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. The Lenders hereby acknowledge that each Agent shall be under no duty to take any discretionary action permitted to be taken by it pursuant to the provisions of this Agreement or any other Loan Document unless it shall be requested in writing to do so by the applicable Required Lenders. Each Agent shall be fully justified in failing or refusing to take any action hereunder and under any other Loan Document unless it shall first be indemnified to its satisfaction by the Lenders pro rata against any and all future holders liability, cost and expense that it may incur by reason of the Loanstaking or continuing to take any such action.

Reliance by Agents. (a) Each Agent shall be entitled to rely, and shall be fully protected in relying, upon any instrumentwriting, writingcommunication, signature, resolution, representation, notice, request, consent, certificate, instrument, affidavit, letter, telecopytelegram, telexfacsimile, telex or telephone message, electronic mail or teletype message, statement, order Internet or intranet website posting or other distribution statement 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. Each Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall not incur any liability for relying thereon. 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, the Administrative Agent may presume that such condition is satisfactory to such Lender unless the Administrative Agent shall have received notice to the contrary from such Lender prior to the making of such Loan or the issuance of such Letter of Credit. Each Agent may consult with, and rely upon (and be fully protected in relying upon), advice and statements of legal counsel (including, without limitation, including counsel to the any Loan PartiesParty), independent accountants and other experts selected by such Agent. The Administrative Agent may deem and treat the payee of any Note as the owner thereof for all purposes unless such Note shall have been transferred in accordance with Section 12.6 and all actions required by such Section in connection with such transfer shall have been taken. Each Agent shall be fully justified in (i) failing or refusing to take any action under this Agreement any Loan Document or (ii) taking any other action permitted or required under any Loan Document unless it shall first receive such advice or concurrence of the Required Lenders (or, if so specified by this Agreement, all Lenders or any other instructing group such greater number of Lenders specified by this Agreement) (including without limitation with respect to the determination of which Lenders, if any, are Defaulting Lendersas may be expressly required hereby in any instance) 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 that which may be incurred by it by reason of (i) taking or continuing to take any such action or (ii) omitting to take such action. Each Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the or any other Loan Documents Document in accordance with a request or consent of the Required Lenders (or, if so specified by this Agreement, all Lenders or any other instructing group such greater number of Lenders specified by this Agreement), 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 and all future holders Lenders; provided that the Administrative Agent shall not be required to take any action that, in its opinion or in the opinion of its counsel, may expose the LoansAdministrative Agent to material liability or that is contrary to any Loan Document or applicable Law.

Reliance by Agents. Each Agent The Agents and their respective Related Parties shall be entitled to rely, and shall be fully protected in relying, upon any instrument, writing, resolution, notice, consent, certificate, affidavit, letter, telecopyfax, telex, electronic mail telex or teletype message, 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 person or Persons persons and upon advice and statements of legal counsel (including, without limitation, including counsel to Holdings or the Loan PartiesBorrower), independent accountants and other experts selected by such Agentthe Agents. The Administrative Agent Agents and their Related Parties may deem and treat the payee of any Note as the owner thereof for all purposes unless such Note a written notice of assignment, negotiation or transfer thereof shall have been transferred in accordance filed with Section 12.6 the Administrative Agent. The Agents and all actions required by such Section in connection with such transfer shall have been taken. Each Agent their Related Parties shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Document unless it shall first receive such advice or concurrence of the Required Lenders (or, if so specified by this Agreement, all Lenders or any other instructing group of Lenders specified by this Agreement) (including without limitation with respect to the determination of which Lenders, if any, are Defaulting Lenders) as it any such person deems appropriate or it such person shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense that may be incurred by it such person by reason of taking or continuing to take any such action. Each Agent The Agents and their respective Related Parties shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the other Loan Documents in accordance with a request of the Required Lenders (or, if so specified by this Agreement, all Lenders or any other instructing group Lenders) (or, in the case of Lenders specified by this Agreementthe Collateral Agent, in accordance with a request from the Administrative Agent), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the Loans.

Reliance by Agents. Each Agent shall be entitled to relyrely upon, and shall be fully protected in relyingnot incur any liability for relying upon, upon any instrumentnotice, writingrequest, resolution, noticecertificate, consent, certificatestatement, affidavitinstrument, letter, telecopy, telex, document or other writing (including any electronic mail or teletype message, statement, order Internet or intranet website posting or other document or conversation reasonably distribution) believed by it to be genuine and correct and to have been signed, sent or otherwise authenticated by the proper Person. Each Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person or Persons Person, and upon advice and statements shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan, that by its terms must be fulfilled to the satisfaction of a Lender, the Administrative Agent may presume that such condition is satisfactory to such Lender unless the Administrative Agent shall have received notice to the contrary from such Lender prior to the making of such Loan. Each Agent may consult with legal counsel (including, without limitation, who may be counsel to for the Loan PartiesBorrower), independent accountants and other experts selected by such Agent. The Administrative Agent may deem it, and treat the payee of shall not be liable for any Note as the owner thereof for all purposes unless such Note shall have been transferred action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts. As to any matters not expressly provided for in this Agreement and in the other Loan Documents (including enforcement or collection), the Administrative Agent and/or the Collateral Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the written instructions of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, pursuant to the terms in the Loan Documents), and, unless and until revoked in writing, such instructions shall be binding upon each Lender. Upon request by the Administrative Agent and/or the Collateral Agent, as the case may be, the Required Lenders shall confirm in writing the Administrative Agent’s authority and/or the Collateral Agent’s authority, as the case may be, to take any action in accordance with the terms of the Loan Documents and this Section 12.6 8.04 and may refrain from acting until such confirmation has been provided. Notwithstanding anything else to the contrary herein, whenever reference is made in this Agreement, or any other Loan Document, to any discretionary action by, consent, designation, specification, requirement or approval of, notice, request or other communication from, or other direction given or action to be undertaken or to be (or not to be) suffered or omitted by the Administrative Agent or either Collateral Agent or to any election, decision, opinion, acceptance, use of judgment, expression of satisfaction or other exercise of discretion, rights or remedies to be made (or not to be made) by the Administrative Agent or either Collateral Agent, it is understood that in all actions required by cases the Administrative Agent or such Section in connection with such transfer shall have been taken. Each Collateral Agent shall be fully justified in failing or refusing to take any such action under this Agreement if it shall not have received written instruction, advice or concurrence from (i) in the case of the Administrative Agent, the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in any other Loan Document unless it Document) or (ii) in the case of the Collateral Agent, the Administrative Agent. The Administrative Agent and Collateral Agent shall first receive such advice have no liability for any failure or concurrence delay in taking any actions contemplated above as a result of a failure or delay on the part of the Required Lenders (oror Administrative Agent in the case of the Collateral Agent) to provide such instruction, if so specified by this Agreementadvice or concurrence. This provision is intended solely for the benefit of each of the Administrative Agent and the Collateral Agent and its successors and permitted assigns and is not intended to and will not entitle the other parties hereto to any defense, all Lenders claim or counterclaim, or confer any rights or benefits on any party hereto. Except for any action expressly required of the Administrative Agent or the Collateral Agent hereunder or other instructing group of Lenders specified by this Agreement) (including without limitation with respect Loan Document to the determination of which Lendersit is a party, if any, are Defaulting Lenders) as it deems appropriate or it shall first in all cases be indemnified fully justified in failing or refusing to act unless it shall receive further assurances to its satisfaction by reasonable satisfaction, including indemnification, from the Lenders against any and all liability and expense that may be incurred by it by reason of taking or continuing to take any such action. Each No provision of this Agreement or any Loan Document shall require the Administrative Agent shall or the Collateral Agent to take any action that it reasonably believes to be contrary to applicable law or to expend or risk its own funds or otherwise incur financial liability in all cases be fully protected in acting, the performance of any of its duties thereunder or in refraining from acting, under this Agreement and the other Loan Documents in accordance with a request exercise of the Required Lenders (or, any of its rights or powers if so specified by this Agreement, all Lenders it shall have reasonable grounds to believe that repayment of such funds or any other instructing group of Lenders specified by this Agreement), and adequate indemnity against such request and any action taken risk or failure liability is not reasonably assured to act pursuant thereto shall be binding upon all the Lenders and all future holders of the Loansit.

Reliance by Agents. Each Agent shall be entitled to rely, and shall be fully protected in relying, upon any instrument, writing, resolution, notice, consent, certificate, affidavit, letter, telecopyfacsimile, telex, electronic mail or teletype messageemail, 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 and upon advice and statements of legal counsel (including, without limitation, counsel to the Loan Parties), independent accountants accountants, reserve engineers and other experts selected by such either Agent. The Administrative Each Agent may also rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall not incur any liability for relying thereon. Each Agent may deem and treat the payee of any Note as the owner thereof for all purposes unless such Note shall have been transferred in accordance with Section 12.6 9.7 and all actions required by such Section 9.7 in connection with such transfer shall have been taken. Each Administrative Agent and Collateral Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Document unless it shall first receive such advice or concurrence of the Required Lenders (or, if so specified by this Agreement, all Lenders or any other instructing group of Lenders specified by this Agreement) (including without limitation with respect to the determination of which Lenders, if any, are Defaulting Lenders) as it deems appropriate or it shall first be indemnified to its reasonable satisfaction by the Lenders against any and all liability and expense that may be incurred by it by reason of taking or continuing to take any such action. Each Administrative Agent and Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the other Loan Documents in accordance with a request of the Required Lenders (or, if so specified by this Agreement, all Lenders or any other instructing group of Lenders specified by this Agreement), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the Loans.

Reliance by Agents. Each Agent Agents shall be entitled to rely, and shall be fully protected in relying, upon any instrumentNote, writing, resolution, notice, consent, certificate, affidavit, letter, telecopy, telex, electronic mail telex or teletype message, 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 and upon advice and statements of legal counsel (including, without limitation, counsel to the Loan Parties), independent accountants and other experts selected by such each Agent. The Administrative Agent Agents may deem and treat the payee of any Note as the owner thereof for all purposes unless such Note a written notice of assignment, negotiation or transfer thereof shall have been transferred in accordance filed with Section 12.6 and all actions required by such Section in connection with such transfer shall have been takenAdministrative Agent. Each Agent Agents shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Document unless it shall first receive such the advice or concurrence of the Required Lenders (or, if so specified by this Agreement, all Lenders or any other instructing group of Lenders specified by this Agreement) (including without limitation with respect to the determination of which Majority Lenders, if anyas applicable, are Defaulting Lenders) as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense that which may be incurred by it by reason of taking or continuing to take any such action. Each Agent Agents shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the other Loan Documents in accordance with a request of the Required Lenders (or, if so specified by this Agreement, all Lenders or any other instructing group of Lenders specified by this Agreement)Lenders, and such the request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the Loans.

Reliance by Agents. Each Agent shall be entitled to rely, and shall be fully protected in relying, upon any instrumentNote, writing, resolution, notice, consent, certificate, affidavit, letter, telecopy, telex, electronic mail telex or teletype message, 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 and upon advice and statements of legal counsel (including, without limitation, counsel to the Loan Parties), independent accountants and other experts selected by such Agent. The Administrative Agent may deem and treat the payee of any Note as the owner thereof for all purposes unless such Note a written notice of assignment, negotiation or transfer thereof shall have been transferred in accordance filed with Section 12.6 and all actions required by such Section in connection with such transfer shall have been takenthe Administrative Agent. Each Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Document unless it shall first receive such advice or concurrence of the Required Lenders, Supermajority Lenders (or, if so specified by this Agreementwhere unanimous consent of the Lenders is expressly required hereunder, all Lenders or any other instructing group of Lenders specified by this Agreement) (including without limitation with respect to the determination of which Lenders, if any, are Defaulting Lenders) as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense that 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 and the other Loan Documents in accordance with a request of the Required Lenders, the Supermajority Lenders (or, if so specified by this Agreementwhere unanimous consent of the Lenders is expressly required hereunder, all Lenders or any other instructing group of Lenders specified by this Agreement)Lenders, and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the Loans.

Reliance by Agents. Each The Administrative Agent and the Collateral Agent shall be entitled to rely, and shall be fully protected in relying, upon any instrument, writing, resolution, notice, consent, certificate, affidavit, letter, telecopy, telex, electronic mail mail, or teletype message, statement, order or other document or conversation reasonably instruction 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 Holdings and/or the Loan PartiesBorrower), independent accountants and other experts selected by such the Administrative Agent or the Collateral Agent. The Administrative Agent may deem and treat the payee of Lender specified in the Register with respect to any Note amount owing hereunder as the owner thereof for all purposes unless such Note a written notice of assignment, negotiation or transfer thereof shall have been transferred in accordance filed with Section 12.6 the Administrative Agent. The Administrative Agent and all actions required by such Section in connection with such transfer shall have been taken. Each the Collateral Agent and shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Credit Document unless it shall first receive such advice or concurrence of the Required Lenders (or, if so specified by this Agreement, all Lenders or any other instructing group of Lenders specified by this Agreement) (including without limitation with respect to the determination of which Lenders, if any, are Defaulting Lenders) as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense that may be incurred by it by reason of taking or continuing to take any such action. Each The Administrative Agent and the Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the other Loan Credit Documents in accordance with a request of the Required Lenders (or, if so specified by this Agreement, all Lenders or any other instructing group of Lenders specified by this Agreement)Lenders, and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the Term Loans; provided that none of the Administrative Agent or the Collateral Agent shall be required to take any action that, in its opinion or in the opinion of its counsel, may expose it to liability or that is contrary to any Credit Document or Applicable Law. For purposes of determining compliance with the conditions specified in Section 6 on the Closing Date, each Lender that has signed or authorized the signing of 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 by Agents. Each The Administrative Agent and the Collateral Agent shall be entitled to rely, and shall be fully protected in relying, upon any instrument, writing, resolution, notice, consent, certificate, affidavit, letter, telecopy, telex, electronic mail mail, or teletype message, statement, order or other document or conversation reasonably instruction 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 Holdings and/or the Loan PartiesBorrowers), independent accountants and other experts selected by such the Administrative Agent or the Collateral Agent. The Administrative Agent may deem and treat the payee of Lender specified in the Register with respect to any Note amount owing hereunder as the owner thereof for all purposes unless such Note a written notice of assignment, negotiation or transfer thereof shall have been transferred in accordance filed with Section 12.6 the Administrative Agent. The Administrative Agent and all actions required by such Section in connection with such transfer shall have been taken. Each the Collateral Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Credit Document unless it shall first receive such advice or concurrence of the Required Lenders (or, if so specified by this Agreement, all Lenders or any other instructing group of Lenders specified by this Agreement) (including without limitation with respect to the determination of which Lenders, if any, are Defaulting Lenders) as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense that may be incurred by it by reason of taking or continuing to take any such action. Each The Administrative Agent and the Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the other Loan Credit Documents in accordance with a request of the Required Lenders (or, if so specified by this Agreement, all Lenders or any other instructing group of Lenders specified by this Agreement)Lenders, and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the Loans; provided that none of the Administrative Agent or the Collateral Agent shall be required to take any action that, in its opinion or in the opinion of its counsel, may expose it to liability or that is contrary to any Credit Document or Applicable Law.

Reliance by Agents. Each Agent shall be entitled to rely, and shall be fully protected in relying, upon any instrument, writing, resolution, notice, consent, certificate, affidavit, letter, telecopy, telex, electronic mail telex or teletype message, 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 and upon advice and statements of legal counsel (including, without limitation, including counsel to the Loan PartiesCompany or the Borrower), independent accountants and other experts selected by such Agent. The Administrative Agent may deem and treat the payee of any Note as the owner thereof for all purposes unless such Note a written notice of assignment, negotiation or transfer thereof shall have been transferred in accordance filed with Section 12.6 and all actions required by such Section in connection with such transfer shall have been takenthe Administrative Agent. Each Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Document unless it shall first receive such advice or concurrence of the Required Majority Lenders (or, if so specified by this Agreement, all Lenders or any other instructing group of Lenders specified by this Agreement) (including without limitation with respect to the determination of which Lenders, if any, are Defaulting Lenders) as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense that 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, under this Agreement and the other Loan Documents in accordance with a request of the Required Majority Lenders (or, if so specified by this Agreement, all Lenders or any other instructing group of Lenders specified by this AgreementLenders), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the Revolving Loans. Upon receipt by the Administrative Agent from the Borrower of any communication calling for action on the part of the Lenders or upon notice from any other Lender to the Administrative Agent of any Default or Event of Default, the Administrative Agent shall promptly notify each other Lender thereof.

Reliance by Agents. Each Agent shall be entitled to rely, and shall be fully protected in relying, upon any instrument, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex, electronic mail telex or teletype message, written 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 and upon advice and statements of legal counsel (including, without limitation, including counsel to the Loan PartiesAgent), independent accountants and other experts selected by such Agent. The Administrative Agent may deem and treat the payee of any Note as the owner thereof for all purposes unless such Note shall have been transferred in accordance with Section 12.6 and all actions required by such Section in connection with such transfer shall have been taken. Each Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Document of the Related Documents unless it shall first receive such advice or concurrence of the Required Lenders (or, if so specified by this Agreement, all Lenders or any other instructing group of Lenders specified by this Agreement) (including without limitation with respect to Class A Owners and the determination of which Lenders, if any, are Defaulting Lenders) Required Class A Purchasers as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders Class A Purchasers or by the Committed Purchasers in its Purchaser Group, against any and all liability and expense that 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 and any of the other Loan Related Documents in accordance with a request of (i) Class A Owners in its Purchaser Group having Percentage Interests aggregating greater than 50% of the Required Lenders aggregate Percentage Interests of all Class A Owners in such Purchaser Group, and (or, if so specified by this Agreement, ii) Committed Purchasers in its Purchaser Group having Commitments aggregating greater than 50% of the aggregate Commitments of all Lenders or any other instructing group of Lenders specified by this Agreement)Committed Purchasers in such Purchaser Group, and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders present and all future holders of the LoansClass A Purchasers in such Purchaser Group.

Reliance by Agents. Each Agent shall be entitled to rely, and shall be fully protected in relying, upon any instrument, writing, resolution, notice, consent, certificate, affidavit, letter, telecopy, telex, electronic mail telex or teletype message, 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 and upon advice and statements of legal counsel (including, without limitation, counsel to the Loan Parties), independent accountants and other experts selected by such Agent. The Administrative Agent Agents may deem and treat the payee (or the registered assigns) of any Note as the owner thereof for all purposes unless such Note shall have been transferred in accordance with Section 12.6 10.6 and all actions required by such Section in connection with such transfer shall have been taken. Each Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Document unless it shall first receive such advice or concurrence of the Required Lenders (or, if so specified by this Agreement, all Lenders or any other instructing group of Lenders specified by this Agreement) (including without limitation with respect to the determination of which Lenders, if any, are Defaulting Lenders) as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense that 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 and the other Loan Documents in accordance with a request of the Required Lenders (or, if so specified by this Agreement, all Lenders or any other instructing group of Lenders specified by this Agreement), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the Loans.

Reliance by Agents. Each The Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any instrumentcertification, writing, resolution, notice, consent, certificate, affidavit, letternotice or other communication (including any thereof by telephone, telecopy, telex, electronic mail telegram or teletype message, statement, order or other document or conversation reasonably cable) believed by it to be genuine and correct and to have been signed, sent or made by or on behalf of the proper Person or Persons Person, and upon advice and statements of legal counsel (including, without limitation, counsel to the Loan Parties)counsel, independent accountants and other experts selected by such the Administrative Agent. The As to any matters not expressly provided for by the Loan Documents, the Administrative Agent may deem and treat the payee of any Note as the owner thereof for shall in all purposes unless such Note shall have been transferred cases be fully protected in acting, or in refraining from acting, hereunder or thereunder in accordance with Section 12.6 and all actions required instructions given by such Section in connection with such transfer shall have been taken. Each Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Document unless it shall first receive such advice or concurrence of the Required Lenders (or, if so specified by this Agreement, or all Lenders or any other instructing group of Lenders specified by this Agreement) (including without limitation with respect to the determination of which Lenders, if any, are Defaulting Lenders) as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders as is required in such circumstance or as the Administrative Agent deems appropriate, and such instructions of such Lenders and any action taken or failure to act pursuant thereto shall be binding on all Secured Parties; prior to acting, or refraining from acting, in any such circumstance, either such Agent may request confirmation from the Lenders of their obligation to indemnify the Administrative Agent against any and all liability and expense that 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 and the other Loan Documents For purposes of applying amounts in accordance with this Section, the Administrative Agent shall be entitled to rely upon any Secured Party that has entered into a Rate Protection Agreement with any Obligor for a determination (which such Secured Party agrees to provide or cause to be provided upon request of the Required Lenders (orAdministrative Agent) of the outstanding Obligations owed to such Secured Party under any Rate Protection Agreement. Unless it has actual knowledge evidenced by way of written notice from any such Secured Party and the Borrower to the contrary, if so specified by this Agreementthe Administrative Agent, all Lenders in acting in such capacity under the Loan Documents, shall be entitled to assume that no Rate Protection Agreements or Obligations in respect thereof are in existence or outstanding between any other instructing group of Lenders specified by this Agreement), and such request Secured Party and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the LoansObligor.

Reliance by Agents. (a) Each Agent shall be entitled to rely, and shall be fully protected in relying, upon any instrumentwriting, writingcommunication, signature, resolution, representation, notice, request, consent, certificate, instrument, affidavit, letter, telecopytelegram, telexfacsimile, telex or telephone message, electronic mail or teletype message, statement, order Internet or intranet website posting or other distribution statement 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. Each Agent also may rely upon any statement made to it orally or by telephone and reasonably believed by it to have been made by the proper Person, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan that by its terms must be fulfilled to the satisfaction of a Lender, the Administrative Agent may presume that such condition is satisfactory to such Lender unless the Administrative Agent shall have received notice to the contrary from such Lender prior to the making of such Loan. Each Agent may consult with, and rely upon (and be fully protected in relying upon), advice and statements of legal counsel (including, without limitation, including counsel to the any Loan PartiesParty), independent accountants and other experts selected by such Agent. The Administrative Agent may deem and treat the payee of any Note as the owner thereof for all purposes unless such Note shall have been transferred in accordance with Section 12.6 and all actions required by such Section in connection with such transfer shall have been taken. Each Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Document unless it shall first receive such advice or concurrence of the Required Lenders (or, if so specified by this Agreement, all Lenders or any other instructing group such greater number of Lenders specified by this Agreement) (including without limitation with respect to the determination of which Lenders, if any, are Defaulting Lendersas may be expressly required hereby in any instance) as it deems appropriate or and, if it so requests, it shall first be indemnified to its satisfaction by the Lenders Lenders, against any and all liability and expense that 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 and the or any other Loan Documents Document in accordance with a request or consent of the Required Lenders (or, if so specified by this Agreement, all Lenders or any other instructing group such greater number of Lenders specified by this Agreement), 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 and all future holders of the LoansLenders.

Reliance by Agents. (a) Each Agent shall be entitled to rely, and shall be fully protected in relying, upon any instrumentwriting, writingcommunication, signature, resolution, representation, notice, request, consent, certificate, instrument, affidavit, letter, telecopytelegram, telexfacsimile, telex or telephone message, electronic mail or teletype message, statement, order statement 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, without limitation, including counsel to the any Loan PartiesParty), independent accountants and other experts selected by such Agent. The Administrative Agent may deem and treat the payee of shall not incur any Note as the owner thereof liability for all purposes unless such Note shall have been transferred in accordance with Section 12.6 and all actions required by such Section in connection with such transfer shall have been takenrelying thereon. Each Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Document unless it shall first receive such advice or concurrence of the Required Lenders (or, if so specified by this Agreement, all Lenders or any other instructing group of Lenders specified by this Agreement) (including without limitation with respect to the determination of which Lenders, if any, are Defaulting Lenders) as it deems appropriate or and, if it so requests, it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense that 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 and the or any other Loan Documents Document in accordance with a request or consent of the Required Lenders (or, if so specified by this Agreement, all Lenders or any other instructing group such greater number of Lenders specified by this Agreement), 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 and all future holders Lenders. (b) For purposes of determining compliance with the Loans.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. Section 9.05

Reliance by Agents. Each Agent shall be entitled to rely, and shall be fully protected in relying, upon any instrument, writing, resolution, notice, consent, certificate, affidavit, letter, telecopy, telex, electronic mail telex or teletype message, statement, order or other document or other writing (including any electronic message, Internet or intranet website posting or other distribution) 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 and upon advice and statements of legal counsel (including, without limitation, including counsel to the Loan PartiesBorrowers), independent accountants and other experts selected by such AgentAgent and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts. The Administrative Agent may deem and treat the payee of Lender specified in the Register with respect to any Note amount owing hereunder as the owner thereof for all purposes unless such Note shall have been transferred in accordance with Section 12.6 and all actions required by such Section in connection with such transfer shall have been takenpurposes. Each Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Document unless it shall first receive such advice or concurrence of the Required Lenders (or, if so specified by this Agreement, all Lenders or any other instructing group of Lenders specified by this Agreement) (including without limitation with respect to the determination of which Lenders, if any, are Defaulting Lenders) as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense that 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, under this Agreement and the other Loan Documents in accordance with a request of the Required Lenders (or, if so specified by this Agreement, all Lenders or any other instructing group of Lenders specified by this AgreementLenders), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the LoansLoans and all other Secured Parties. In determining compliance with any condition hereunder to the making of a Loan that by its terms must be fulfilled to the satisfaction of a Lender, each Agent may presume that such condition is satisfactory to such Lender unless such Agent shall have received notice to the contrary from such Lender prior to the making of such Loan.

Reliance by Agents. Each Agent shall be entitled to rely, and shall be fully protected in relying, upon any instrument, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex, electronic mail telex or teletype message, written 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 and upon advice and statements of legal counsel (including, without limitation, including counsel to the Loan PartiesAgent), independent accountants and other experts selected by such Agent. The Administrative Agent may deem and treat the payee of any Note as the owner thereof for all purposes unless such Note shall have been transferred in accordance with Section 12.6 and all actions required by such Section in connection with such transfer shall have been taken. Each Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Document of the Related Documents unless it shall first receive such advice or concurrence of the Required Lenders (or, if so specified by this Agreement, all Lenders or any other instructing group of Lenders specified by this Agreement) (including without limitation with respect to Class A-1 Owners and the determination of which Lenders, if any, are Defaulting Lenders) Required Class A-1 Purchasers as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders Class A-1 Purchasers or by the Committed Purchasers in its Purchaser Group, against any and all liability and expense that 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 and any of the other Loan Related Documents in accordance with a request of (i) Class A-1 Owners in its Purchaser Group having Percentage Interests aggregating greater than 50% of the Required Lenders aggregate Percentage Interests of all Class A-1 Owners in such Purchaser Group, and (or, if so specified by this Agreement, ii) Committed Purchasers in its Purchaser Group having Commitments aggregating greater than 50% of the aggregate Commitments of all Lenders or any other instructing group of Lenders specified by this Agreement)Committed Purchasers in such Purchaser Group, and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders present and all future holders of the LoansClass A-1 Purchasers in such Purchaser Group.

Reliance by Agents. Each The Administrative Agent and the Collateral Agent shall be entitled to rely, and shall be fully protected in relying, upon any instrument, writing, resolution, notice, consent, certificate, affidavit, letter, telecopy, telex, electronic mail telex or teletype message, statement, order or other document or conversation reasonably instruction believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel (including, without limitation, including counsel to the Loan PartiesBorrower), independent accountants and other experts selected by such the Administrative Agent or the Collateral Agent. The Administrative Agent may deem and treat the payee of Lender specified in the Register with respect to any Note amount owing hereunder as the owner thereof for all purposes unless such Note a written notice of assignment, negotiation or transfer thereof shall have been transferred in accordance filed with Section 12.6 the Administrative Agent. The Administrative Agent and all actions required by such Section in connection with such transfer shall have been taken. Each the Collateral Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Credit Document unless it shall first receive such advice or concurrence of the Required Lenders (or, if so specified by this Agreement, all Lenders or any other instructing group of Lenders specified by this Agreement) (including without limitation with respect to the determination of which Lenders, if any, are Defaulting Lenders) as it deems appropriate or it shall first be indemnified (and exculpated in a manner that is) to its satisfaction by the Lenders against any and all liability and expense that may be incurred by it by reason of taking or continuing to take any such action. Each The Administrative Agent and the Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the other Loan Credit Documents in accordance with a request of the Required Lenders (or, if so specified by this Agreement, all Lenders or any other instructing group of Lenders specified by this Agreement)Lenders, and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the Loans.; provided that the Administrative Agent and the Collateral Agent shall not be required to take any action that, in its opinion or in the opinion of its counsel, may expose it to liability or that is contrary to any Credit Document or applicable law. 12.5

Reliance by Agents. (a) Each Purchaser Agent and the Administrator shall in all cases be entitled to rely, and shall be fully protected in relying, upon any instrument, writing, resolution, notice, consent, certificate, affidavit, letter, telecopy, telex, electronic mail or teletype message, statement, order document or other document writing 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 and upon advice and statements of legal counsel (including, without limitation, including counsel to the Loan PartiesSeller), independent accountants and other experts selected by such Agent. The Administrative Agent may deem and treat the payee of any Note as the owner thereof for all purposes unless such Note shall have been transferred in accordance with Section 12.6 and all actions required by such Section in connection with such transfer shall have been takenAdministrator. Each Purchaser Agent and the Administrator shall in all cases be fully justified in failing or refusing to take any action under this Agreement or any other Loan Transaction Document unless it shall first receive such advice or concurrence of the Required Lenders Majority Purchaser Agents (oror in the case of any Purchaser Agent, if so specified by this Agreementthe Purchasers within its Purchaser Group that have a majority of the aggregate Commitment of such Purchaser Group), all Lenders or any other instructing group and assurance of Lenders specified by this Agreement) (including without limitation with respect to the determination of which Lendersits indemnification, if any, are Defaulting Lenders) as it deems appropriate appropriate. (b) The Administrator shall in all cases be fully protected in acting, or it in refraining from acting, under this Agreement in accordance with a request of the Majority Purchaser Agents or the Purchaser Agents, and such request and any action taken or failure to act pursuant thereto shall first be indemnified binding upon all Purchasers, the Administrator and Purchaser Agents. (c) The Purchasers within each Purchaser Group with a majority of the Commitments of such Purchaser Group shall be entitled to its satisfaction by request or direct the Lenders against any and all liability and expense that may be incurred by it by reason of taking or continuing related Purchaser Agent to take any action, or refrain from taking action, under this Agreement on behalf of such actionPurchasers. Each Such Purchaser Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the other Loan Documents in accordance with a request of the Required Lenders (or, if so specified by this Agreement, all Lenders or any other instructing group of Lenders specified by this Agreement)such Majority Purchaser Agents, and such request and any action taken or failure to act pursuant thereto shall be binding upon all of such Purchaser Agent’s Purchasers. (d) Unless otherwise advised in writing by a Purchaser Agent or by any Purchaser on whose behalf such Purchaser Agent is purportedly acting, each party to this Agreement may assume that (i) such Purchaser Agent is acting for the Lenders and all future holders benefit of each of the Loans.Purchasers in respect of which such Purchaser Agent is identified as being the “Purchaser Agent” in the definition of “Purchaser Agent” hereto, as well as for the benefit of each assignee or other transferee from any such Person, and (ii) each action taken by such Purchaser Agent has been duly authorized and approved by all necessary action on the part of the Purchasers on whose behalf it is purportedly acting. Each Purchaser Agent and its Purchaser(s) shall agree amongst themselves as to the circumstances and procedures for removal, resignation and replacement of such Purchaser Agent. Section 5.5

Reliance by Agents. Each Agent (solely in its capacity as such) shall be entitled to rely, and shall be fully protected in relying, upon any instrument, writing, communication, signature, resolution, representation, notice, consent, certificate, affidavit, letter, telecopytelegram, telexfacsimile, telex or telephone message, electronic mail or teletype message, statement, order statement 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, without limitation, including counsel to the any Loan PartiesParty), independent accountants and other experts selected by such Agent. The Administrative Agent may deem and treat the payee of any Note as the owner thereof for all purposes unless such Note shall have been transferred in accordance with Section 12.6 and all actions required by such Section in connection with such transfer shall have been taken. Each Agent (solely in its capacity as such) shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Document unless it shall first receive such advice or concurrence of the Required Lenders (or, if so specified by this Agreement, all Lenders or any other instructing group of Lenders specified by this Agreement) (including without limitation with respect to the determination of which Lenders, if any, are Defaulting Lenders) as it deems appropriate or and, if it so requests, it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense that which may be incurred by it by reason of taking or continuing to take any such action. Each Agent (solely in its capacity as such) shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the or any other Loan Documents Document in accordance with a request or consent of the Required Lenders (or, if so specified by this Agreement, all Lenders or any other instructing group such greater number of Lenders specified by this Agreement), 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 and all future holders Lenders. For purposes of determining compliance with the Loansconditions 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 Effective Date specifying its objection thereto.

Reliance by Agents. Each The Administrative Agent and the Collateral Agent shall be entitled to rely, and shall be fully protected in relying, upon any instrument, writing, resolution, notice, consent, certificate, affidavit, letter, telecopy, telex, electronic mail telex or teletype message, statement, order or other document or conversation reasonably instruction believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel (including, without limitation, including counsel to the Loan PartiesBorrower), independent accountants and other experts selected by such the Administrative Agent or the Collateral Agent. The Administrative Agent may deem and treat the payee of Lender specified in the Register with respect to any Note amount owing hereunder as the owner 183 |US-DOCS\101663612.13131839430.6|| thereof for all purposes unless such Note a written notice of assignment or transfer thereof shall have been transferred in accordance filed with Section 12.6 the Administrative Agent. The Administrative Agent and all actions required by such Section in connection with such transfer shall have been taken. Each the Collateral Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Credit Document unless it shall first receive such advice or concurrence of the Required Lenders (or, if so specified by this Agreement, all Lenders or any other instructing group of Lenders specified by this Agreement) (including without limitation with respect to the determination of which Lenders, if any, are Defaulting Lenders) as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense that may be incurred by it by reason of taking or continuing to take any such action. Each The Administrative Agent and the Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the other Loan Credit Documents in accordance with a request of the Required Lenders (or, if so specified by this Agreement, all Lenders or any other instructing group of Lenders specified by this Agreement)Lenders, and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the Loans; provided that the Administrative Agent and the Collateral Agent shall not be required to take any action that, in its opinion or in the opinion of its counsel, may expose it to liability or that is contrary to any Credit Document or applicable law.

Reliance by Agents. Each Agent The Agents shall be entitled to rely, ------------------ and shall be fully protected in relying, upon any instrumentnote, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex, electronic mail facsimile or teletype message, 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 and upon advice and statements of legal counsel (including, without limitation, counsel to the Loan PartiesDeepwater), independent accountants and other experts selected by such Agent. The Administrative Agent Agents may deem and treat the payee registered owner of any Note Certificate as the owner thereof for all purposes unless such Note a written notice of assignment, negotiation or transfer thereof shall have been transferred in accordance with Section 12.6 and all actions required by such Section in connection filed with such transfer shall have been takenAgent. Each Agent Agents shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Document the Transaction Documents unless it they shall first receive such advice or concurrence of the Required Lenders Majority Certificate Purchasers (or, if so specified where expressly required by this Agreementany provision of the Transaction Documents, all Lenders or any other instructing group of Lenders specified by this Agreementthe Required Certificate Purchasers) (including without limitation with respect to the determination of which Lendersas they deem appropriate and, if anythey so request, are Defaulting Lenders) as it deems appropriate or it they shall first be indemnified to its their satisfaction by the Lenders against any and all liability and expense that which may be incurred by it them 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, under this Agreement the Transaction Documents and the other Loan Documents Certificates in accordance with a request of the Required Lenders Majority Certificate Purchasers (or, if so specified where expressly required by this Agreementany provision of the Transaction Documents, all Lenders or any other instructing group of Lenders specified by this Agreementthe Required Certificate Purchasers), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders Certificate Purchasers and all future holders of the LoansCertificates.

Reliance by Agents. Each Agent shall be entitled to rely, and shall be fully protected in relying, upon any instrument, writing, resolution, notice, consent, certificate, affidavit, letter, telecopy, telex, electronic mail telex or teletype message, statement, order or other document or 71 66 conversation reasonably believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel (including, without limitation, including counsel to the Loan PartiesCompany or the Borrower), independent accountants and other experts selected by such Agent. The Administrative Agent may deem and treat the payee of any Note as the owner thereof for all purposes unless such Note a written notice of assignment, negotiation or transfer thereof shall have been transferred in accordance filed with Section 12.6 and all actions required by such Section in connection with such transfer shall have been takenthe Administrative Agent. Each Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Document unless it shall first receive such advice or concurrence of the Required Majority Lenders (or, if so specified by this Agreement, all Lenders or any other instructing group of Lenders specified by this Agreement) (including without limitation with respect to the determination of which Lenders, if any, are Defaulting Lenders) as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense that 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, under this Agreement and the other Loan Documents in accordance with a request of the Required Majority Lenders (or, if so specified by this Agreement, all Lenders or any other instructing group of Lenders specified by this AgreementLenders), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the Revolving Loans. Upon receipt by the Administrative Agent from the Borrower of any communication calling for action on the part of the Lenders or upon notice from any other Lender to the Administrative Agent of any Default or Event of Default, the Administrative Agent shall promptly notify each other Lender thereof.

Reliance by Agents. Each Agent shall be entitled to rely, and shall be fully protected in relying, upon any instrument, writing, resolution, notice, consent, certificate, affidavit, letter, telecopy, telex, electronic mail facsimile or teletype email message, 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 and upon advice and statements of legal counsel (including, without limitation, including counsel to Holdings, Mid-Holdings or the Loan PartiesInitial Borrower), independent accountants and other experts selected by such an Agent. The Administrative Each Agent may deem and treat the payee of any Note as the owner thereof for all purposes unless such Note a written notice of assignment, negotiation or transfer thereof shall have been transferred in accordance with Section 12.6 and all actions required by such Section in connection filed with such transfer shall have been takenAgent. Each Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Document unless it shall first receive such advice or concurrence of the Required Lenders (or, if so specified by this Agreement, all Lenders or any other instructing group of Lenders specified by this Agreement) (including without limitation with respect to the determination of which Lenders, if any, are Defaulting affected Lenders) as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense that 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 and the other Loan Documents in accordance with a request of the Required Lenders (or, if so specified by this Agreement, all Lenders or any other instructing group of Lenders specified by this Agreementaffected Lenders), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the Loans.

Reliance by Agents. Each Agent shall be entitled to relyrely upon, and shall be fully protected in relyingnot incur any liability for relying upon, upon any instrumentnotice, writingrequest, resolution, noticecertificate, consent, certificatestatement, affidavitinstrument, letter, telecopy, telex, document or other writing (including any electronic mail or teletype message, statement, order Internet or intranet website posting or other document or conversation reasonably distribution) believed by it to be genuine and correct and to have been signed, sent or otherwise authenticated by the proper Person. Each Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person or Persons Person, and upon advice and statements shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan, that by its terms must be fulfilled to the satisfaction of a Lender, the Administrative Agent may presume that such condition is satisfactory to such Lender unless the Administrative Agent shall have received notice to the contrary from such Lender prior to the making of such Loan. Each Agent may consult with legal counsel (including, without limitation, who may be counsel to for the Loan PartiesBorrower), independent accountants and other experts selected by such Agent. The Administrative Agent may deem it, and treat the payee of shall not be liable for any Note as the owner thereof for all purposes unless such Note shall have been transferred action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts. As to any matters not expressly provided for in this Agreement and in the other Loan Documents (including enforcement or collection), the Administrative Agent and/or the Collateral Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the written instructions of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, pursuant to the terms in the Loan Documents), and, unless and until revoked in writing, such instructions shall be binding upon each Lender. Upon request by the Administrative Agent and/or the Collateral Agent, as the case may be, the Required Lenders shall confirm in writing the Administrative Agent’s authority and/or the Collateral Agent’s authority, as the case may be, to take any action in accordance with the terms of the Loan Documents and this Section 12.6 8.04 and may refrain from acting until such confirmation has been provided. 159 Notwithstanding anything else to the contrary herein, whenever reference is made in this Agreement, or any other Loan Document, to any discretionary action by, consent, designation, specification, requirement or approval of, notice, request or other communication from, or other direction given or action to be undertaken or to be (or not to be) suffered or omitted by the Administrative Agent or the Collateral Agent or to any election, decision, opinion, acceptance, use of judgment, expression of satisfaction or other exercise of discretion, rights or remedies to be made (or not to be made) by the Administrative Agent or the Collateral Agent, it is understood that in all actions required by cases the Administrative Agent or such Section in connection with such transfer shall have been taken. Each Collateral Agent shall be fully justified in failing or refusing to take any such action under this Agreement if it shall not have received written instruction, advice or concurrence from (i) in the case of the Administrative Agent, the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in any other Loan Document unless it Document) or (ii) in the case of the Collateral Agent, the Administrative Agent. The Administrative Agent and Collateral Agent shall first receive such advice have no liability for any failure or concurrence delay in taking any actions contemplated above as a result of a failure or delay on the part of the Required Lenders (oror Administrative Agent in the case of the Collateral Agent) to provide such instruction, if so specified by this Agreementadvice or concurrence. This provision is intended solely for the benefit of each of the Administrative Agent and the Collateral Agent and its successors and permitted assigns and is not intended to and will not entitle the other parties hereto to any defense, all Lenders claim or counterclaim, or confer any rights or benefits on any party hereto. Except for any action expressly required of the Administrative Agent or the Collateral Agent hereunder or other instructing group of Lenders specified by this Agreement) (including without limitation with respect Loan Document to the determination of which Lendersit is a party, if any, are Defaulting Lenders) as it deems appropriate or it shall first in all cases be indemnified fully justified in failing or refusing to act unless it shall receive further assurances to its satisfaction by reasonable satisfaction, including indemnification, from the Lenders against any and all liability and expense that may be incurred by it by reason of taking or continuing to take any such action. Each No provision of this Agreement or any Loan Document shall require the Administrative Agent shall or the Collateral Agent to take any action that it reasonably believes to be contrary to applicable law or to expend or risk its own funds or otherwise incur financial liability in all cases be fully protected in acting, the performance of any of its duties thereunder or in refraining from acting, under this Agreement and the other Loan Documents in accordance with a request exercise of the Required Lenders (or, any of its rights or powers if so specified by this Agreement, all Lenders it shall have reasonable grounds to believe that repayment of such funds or any other instructing group of Lenders specified by this Agreement), and adequate indemnity against such request and any action taken risk or failure liability is not reasonably assured to act pursuant thereto shall be binding upon all the Lenders and all future holders of the Loansit.

Reliance by Agents. Each The Administrative Agent and the Collateral Agent shall be entitled to rely, and shall be fully protected in relying, upon any instrument, writing, resolution, notice, consent, certificate, affidavit, letter, telecopy, telex, electronic mail mail, or teletype message, statement, order or other document or conversation reasonably instruction believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel (including, without limitation, including counsel to Parent Guarantor and/or the Loan PartiesBorrower), independent accountants and other experts selected by such the Administrative Agent or the Collateral Agent. The Administrative Agent may deem and treat the payee of Lender specified in the Register with respect to any Note amount owing hereunder as the owner thereof for all purposes unless such Note a written notice of assignment, negotiation or transfer thereof shall have been transferred in accordance filed with Section 12.6 and all actions required by such Section in connection with such transfer shall have been takenthe Administrative Agent. Each Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Credit Document unless it shall first receive such advice or concurrence of the Required Lenders (or, if so specified by this Agreement, all Lenders or any other instructing group of Lenders specified by this Agreement) (including without limitation with respect to the determination of which Lenders, if any, are Defaulting Lenders) as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense that 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 and the other Loan Credit Documents in accordance with a request of the Required Lenders (or, if so specified by this Agreement, all Lenders or any other instructing group of Lenders specified by this Agreement)Lenders, and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the Loans; provided that no Agent shall be required to take any action that, in its opinion or in the opinion of its counsel, may expose it to liability or that is contrary to any Credit Document or Applicable Law. For purposes of determining compliance with the conditions specified in Section 6 and Section 7 on the Closing Date, 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 by Agents. Each Agent shall be entitled to rely, and shall be fully protected (and shall have no liability to any Person) in relying, upon any instrument, writing, resolution, notice, consent, certificate, affidavit, letter, telecopy, telex, electronic mail telex or teletype messagemessage or other electronic transmission, 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 and upon advice and statements of legal counsel (including, without limitation, including counsel to the Loan PartiesBorrowers or Holdings), independent accountants and other experts selected by such each Agent. The Administrative Agent Agents may deem and treat the payee of any Note as the owner thereof for all purposes unless such Note shall have been transferred in accordance with Section 12.6 11.6 and all actions required by such Section in 184 connection with such transfer shall have been taken. Any request, authority or consent of any Person or entity who, at the time of making such request or giving such authority or consent, is the holder of any Note shall be conclusive and binding on any subsequent holder, transferee, assignee or endorsee, as the case may be, of such Note or of any Note or Notes issued in exchange therefor. Each Agent shall be fully justified as between itself and the Lenders in failing or refusing to take any action under this Agreement or any other Loan Document unless it shall first receive such advice or concurrence of the Required Lenders (or, if so specified by this Agreement, all and/or such other requisite percentage of the Lenders or any other instructing group of Lenders specified by this Agreement) (including without limitation with respect as is required pursuant to the determination of which Lenders, if any, are Defaulting LendersSection 11.1(a) as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense that 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 and any Notes and the other Loan Documents in accordance with a request of the Required Lenders (or, if so specified by this Agreement, all and/or such other requisite percentage of the Lenders or any other instructing group of Lenders specified by this Agreementas is required pursuant to Section 11.1(a), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the Loans.

Reliance by Agents. (i) Each Agent shall be entitled to rely, and shall be fully protected in relying, upon any instrumentwriting, writingcommunication, signature, resolution, representation, notice, request, consent, certificate, instrument, affidavit, letter, telecopytelegram, telexfacsimile, telex or telephone message, electronic mail or teletype message, statement, order statement 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, without limitation, including counsel to the any Loan PartiesParty), independent accountants and other experts selected by such Agent. The Administrative Agent may deem and treat the payee of shall not incur any Note as the owner thereof liability for all purposes unless such Note shall have been transferred in accordance with Section 12.6 and all actions required by such Section in connection with such transfer shall have been takenrelying thereon. Each Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Document unless it shall first receive such advice or concurrence of the Required Lenders (or, if so specified by this Agreement, all Lenders or any other instructing group of Lenders specified by this Agreement) (including without limitation with respect to the determination of which Lenders, if any, are Defaulting Lenders) as it deems appropriate or and, if it so requests, it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense that 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 and the or any other Loan Documents Document in accordance with a request or consent of the Required Lenders (or, if so specified by this Agreement, all Lenders or any other instructing group such greater number of Lenders specified by this Agreement), 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 and all future holders Lenders. Without prejudice to the generality of the Loans.foregoing, (i) each Agent shall be entitled to rely, and shall be fully protected in relying, upon any communication, instrument or document believed by it to be genuine and correct and to have been signed or sent by the proper Person or Persons, and shall be entitled to rely and shall be protected in relying on opinions and judgments of attorneys (who may be attorneys for the Borrower and its Subsidiaries), accountants, experts and other professional advisors selected by it; and

Reliance by Agents. Each Agent The Agents and their Related Parties shall be entitled to rely, and shall be fully protected in relying, upon any instrument, writing, resolution, notice, consent, certificate, affidavit, letter, telecopy, telex, electronic mail facsimile or teletype email message, 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 and upon advice and statements of legal counsel (including, without limitation, including counsel to the Loan PartiesBorrower), independent accountants and other experts selected by such Agentthe Agents. The Administrative Agent Agents and their Related Parties may deem and treat the payee of any Note as the owner thereof for all purposes unless such Note a written notice of assignment, negotiation or transfer thereof shall have been transferred in accordance filed with Section 12.6 the Administrative Agent. The Agents and all actions required by such Section in connection with such transfer shall have been taken. Each Agent their Related Parties shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Document unless it shall first receive such advice or concurrence of the Required Lenders (or, if so specified by this Agreement, all Lenders or any other instructing group of Lenders specified by this Agreement) (including without limitation with respect to the determination of which Lenders, if any, are Defaulting Lenders) as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense that may be incurred by it by reason of taking or continuing to take any such action. Each Agent The Agents and their Related Parties shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the other Loan Documents in accordance with a request of the Required Lenders (or, if so specified by this Agreement, all Lenders or any other instructing group of Lenders specified by this Agreement), and such request and 66 any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the Loans.

Reliance by Agents. Each Agent shall be entitled to rely, and shall be fully protected in relying, upon any instrument, writing, resolution, notice, consent, certificate, affidavit, letter, telecopy, telex, electronic mail telex or teletype message, 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 and upon advice and statements of legal counsel (including, without limitation, including counsel to the Loan PartiesBorrower), independent accountants and other experts selected by such Agent. The Administrative Agent may deem and treat the payee of Lender specified in the Register with respect to any Note amount owing hereunder as the owner thereof for all purposes unless such Note a written notice of assignment, negotiation or transfer thereof shall have been transferred in accordance filed with Section 12.6 and all actions required by such Section in connection with such transfer shall have been takenthe Administrative Agent. Each Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Document unless it shall first receive such advice or concurrence of the Required Lenders (or, if so specified by this Agreement, all Lenders or any other instructing group of Lenders specified by this Agreement) (including without limitation with respect to the determination of which Lenders, if any, are Defaulting Lenders) as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense that 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, under this Agreement and the other Loan Documents in accordance with a request of the Required Lenders (or, if so specified by this Agreement, all Lenders or any other instructing group and including, in the case of Lenders specified by this Agreementthe Collateral Agent, where such documents provide that the Collateral Agent is to act at the direction of the Administrative Agent as Control Party), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the Loans.

Reliance by Agents. Each Agent of the Agents shall be entitled to rely, and shall be fully protected in relying, upon any instrument, writingwriting (including any electronic message, Internet or intranet website posting or other distribution), resolution, notice, consent, certificate, affidavit, letter, telecopy, telex, electronic mail telecopy or teletype email message, 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 and upon advice and statements of legal counsel (including, without limitation, including counsel to Holdings or the Loan PartiesBorrower), independent accountants and other experts selected by such Agent. The Administrative Agent Each of the Agents shall not be liable for any apportionment or distribution of payments made by it in good faith and if any such apportionment or distribution is subsequently determined to have been made in error in and the sole recourse of any Secured Party to whom payment was due but not made shall be to recover from other Secured Parties any payment in excess of the amount to which they are determined to be entitled (and such other Secured Parties hereby agree to return to such Secured Party any such erroneous payments received by them). Each of the Agents may deem and treat the payee of any Note as the owner thereof for all purposes unless such Note a written notice of assignment, negotiation or transfer thereof shall have been transferred in accordance filed with Section 12.6 and all actions required by such Section in connection with such transfer shall have been takenthe Administrative Agent. Each Agent of the Agents shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Document unless it such Agent shall first receive such advice or concurrence of the Required Lenders (or, if so specified by this Agreement, Required Secured Parties, all Lenders Secured Parties or any other instructing group all Lenders) in the case of Lenders specified by this Agreement) (including without limitation with respect to the determination Administrative Agent, or of which Lendersthe Administrative Agent and Counterparties, if anyapplicable, are Defaulting Lenders) in the case of the Collateral Agent, as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders Secured Parties, if applicable, against any and all liability and expense that 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, under this Agreement and the other Loan Documents in accordance with a request of the Required Lenders (or, if so specified by this Agreement, Required Secured Parties, all Lenders Secured Parties or any other instructing group all Lenders) in the case of Lenders specified by this Agreement)the Administrative Agent, or of the Administrative Agent and the Counterparties, if applicable, in the case of the Collateral Agent, and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and Counterparties, if applicable, and all future holders of the Loans.

Reliance by Agents. Each Note Agent shall in all cases be entitled to rely, and shall be fully protected in relying, upon any instrumentnote, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex, electronic mail telex or teletype message, 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 and upon advice and statements of legal counsel (including, without limitation, counsel to each of the Loan PartiesLenders), independent accountants and other experts selected by such Note Agent. The Administrative Agent may deem and treat the payee of any Each Note as the owner thereof for all purposes unless such Note shall have been transferred in accordance with Section 12.6 and all actions required by such Section in connection with such transfer shall have been taken. Each Agent shall in all cases be fully justified in failing or refusing to take any action under this Agreement Agreement, any other Transaction Document or any other Loan Document document furnished in connection herewith or therewith unless it shall first receive such advice or concurrence of the Required Lenders (or, if so specified by this Agreement, all Lenders or any other instructing group of Lenders specified by this Agreement) (including without limitation with respect to the determination of which Lenders, if any, are Defaulting Lenders) as it deems appropriate appropriate, or it shall first be indemnified to its satisfaction (i) in the case of the Administrative/Collateral Agent, by the Lenders or (ii) in the case of an Agent, by the Lenders in its Lender Group, against any and all liability liability, cost and expense that which may be incurred by it by reason of taking or continuing to take any such action. The Administrative/Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement, the other Transaction Documents or any other document furnished in connection herewith or therewith in accordance with a request of the Required Lenders, and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders. Each Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and Agreement, the other Loan Transaction Documents or any other document furnished in connection herewith or therewith in accordance with a request of the Required Lenders (or, if so specified in its Lender Group holding greater than 50% of the outstanding Advances held by this Agreement, all Lenders or any other instructing group of Lenders specified by this Agreement)such Lender Group, and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the Loans.in such Lender Group. - 85 [**CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR CERTAIN PORTIONS OF THIS DOCUMENT]

Reliance by Agents. Each The Administrative Agents, the Swingline Lenders, the Letter of Credit Issuers and the Collateral Agent shall be entitled to rely, and shall be fully protected in relying, upon any instrument, writing, resolution, notice, consent, certificate, affidavit, letter, telecopy, telex, electronic mail telex or teletype message, statement, order or other document or conversation reasonably instruction believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel (including, without limitation, including counsel to the Loan Partiesany Borrower), independent accountants and other experts selected by such Administrative Agent, Swingline Lender, Letter of Credit Issuer or the Collateral Agent. The Each Administrative Agent may deem and treat the payee of Lender specified in the Register with respect to any Note amount owing hereunder as the owner thereof for all purposes unless such Note a written notice of assignment, negotiation or transfer thereof shall have been transferred in accordance with Section 12.6 and all actions required by such Section in connection filed with such transfer shall have been takenAdministrative Agent. Each The Administrative Agents, the Swingline Lenders, the Letter of Credit Issuers and the Collateral Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Credit Document unless it shall first receive such advice or concurrence of the Required Lenders (or, if so specified by this Agreement, all Lenders or any other instructing group of Lenders specified by this Agreement) (including without limitation with respect to the determination of which Lenders, if any, are Defaulting Lenders) as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense that may be incurred by it by reason of taking or continuing to take any such action. Each The Administrative Agents, the Swingline Lenders, the Letter of Credit Issuers and the Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the other Loan Credit Documents in accordance with a request of the Required Lenders (or, if so specified by this Agreement, all Lenders or any other instructing group of Lenders specified by this Agreement)Lenders, and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the Loans.

Reliance by Agents. (a) Each Agent shall be entitled to rely, and shall be fully protected in relying, upon any instrumentwriting, writingcommunication, signature, resolution, representation, notice, request, consent, certificate, instrument, affidavit, letter, telecopytelegram, telexfacsimile, telex or telephone message, electronic mail or teletype message, statement, order statement 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, without limitation, including counsel to the any Loan PartiesParty), independent accountants and other experts selected by such Agent. The Administrative Agent may deem and treat the payee of shall not incur any Note as the owner thereof liability for all purposes unless such Note shall have been transferred in accordance with Section 12.6 and all actions required by such Section in connection with such transfer shall have been takenrelying thereon. Each Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Document unless it shall first receive such advice or concurrence of the Required Lenders (or, if so specified by this Agreement, all Lenders or any other instructing group of Lenders specified by this Agreement) (including without limitation with respect to the determination of which Lenders, if any, are Defaulting Lenders) as it deems appropriate or and, if it so requests, it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense that 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 and the or any other Loan Documents Document in accordance with a request or consent of the Required Lenders (or, if so specified by this Agreement, all Lenders or any other instructing group such greater number of Lenders specified by this Agreement), 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 and all future holders Lenders. Without prejudice to the generality of the Loansforegoing, (i) each Agent shall be entitled to rely, and shall be fully protected in relying, upon any communication, instrument or document believed by it to be genuine and correct and to have been signed or sent by the proper Person or Persons, and shall be entitled to rely and shall be protected in relying on opinions and judgments of attorneys (who may be attorneys for MVWC and its Subsidiaries), accountants, experts and other professional advisors selected by it; and (ii) no Lender shall have any right of action whatsoever against any Agent as a result of such Agent acting or (where so instructed) refraining from acting hereunder or under any of the other Loan Documents in accordance with the instructions of the Required Lenders (or such greater number of Lenders as may be expressly required hereby in any instance).

Reliance by Agents. Each Agent shall be entitled to rely, and shall be fully protected in relying, upon any instrument, writing, resolution, notice, consent, certificate, affidavit, letter, telecopy, telex, electronic mail or teletype message, statement, order or other document or conversation reasonably believed by it to be genuine and correct and to have been signed, sent or 150 made by the proper Person or Persons and upon advice and statements of legal counsel (including, without limitation, counsel to the Loan Parties), independent accountants and other experts selected by such Agent. The Administrative Agent may deem and treat the payee of any Note as the owner thereof for all purposes unless such Note shall have been transferred in accordance with Section 12.6 and all actions required by such Section in connection with such transfer shall have been taken. Each Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Document unless it shall first receive such advice or concurrence of the Required Lenders (or, if so specified by this Agreement, all Lenders or any other instructing group of Lenders specified by this Agreement) (including without limitation with respect to the determination of which Lenders, if any, are Defaulting Lenders) as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense that 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 and the other Loan Documents in accordance with a request of the Required Lenders (or, if so specified by this Agreement, all Lenders or any other instructing group of Lenders specified by this Agreement), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the Loans.

Reliance by Agents. Each The Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any instrument, writing, resolution, notice, consent, certificate, affidavit, letter, telecopy, telex, electronic mail telex or teletype message, statement, order or other document or conversation reasonably instruction believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel (including, without limitation, including counsel to the Loan PartiesBorrower), independent accountants and other experts selected by such the Administrative Agent. The Administrative Agent may deem and treat the payee of Lender specified in the Register with respect to any Note amount owing hereunder as the owner thereof for all purposes unless such Note a written notice of assignment, negotiation or transfer thereof shall have been transferred in accordance filed with Section 12.6 and all actions required by such Section in connection with such transfer shall have been takenthe Administrative Agent. Each The Administrative Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Document unless it shall first receive such advice or concurrence of the Required Lenders or Required Holders holding a majority of the Required Debt (or, if so specified by this Agreement, all Lenders or any other instructing group of Lenders specified by this Agreement) (including without limitation with respect to the determination of which Lenders, if any, are Defaulting Lendersas applicable) as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense that 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 and the other Loan Documents in accordance with a request of the Required Lenders or Required Holders holding a majority of the Required Debt (or, if so specified by this Agreement, all Lenders or any other instructing group of Lenders specified by this Agreementas applicable), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the Loans; provided that the Administrative Agent shall not be required to take any action that, in its opinion or in the opinion of its counsel, may expose it to liability or that is contrary to any Loan Document or applicable law. For purposes of determining compliance with the conditions specified in Sections 6 and 7 on the Original Closing Date, each Lender that signed the Original Senior Subordinated Loan 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 Original Closing Date specifying its objection thereto.

Reliance by Agents. Each Agent shall be entitled to rely, and ------------------------ shall be fully protected in relying, upon any instrument, writing, resolution, notice, consent, certificate, affidavit, letter, telecopy, telex, electronic mail telex or teletype message, 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 and upon advice and statements of legal counsel (including, without limitation, counsel to the Loan Parties), independent accountants and other experts selected by such the Administrative Agent. The Administrative Agent Agents may deem and treat the payee of any Note as the owner thereof for all purposes unless such Note a written notice of assignment, negotiation or transfer thereof shall have been transferred in accordance filed with Section 12.6 and all actions required by such Section in connection with such transfer shall have been takenthe Administrative Agent. Each Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Document unless it shall first receive such advice or concurrence of the Required Lenders (or, or a different requisite group of Lenders if so specified by this Agreement, all Lenders or any other instructing group of Lenders specified by this Agreement) (including without limitation with respect to the determination of which Lenders, if any, are Defaulting Lenders) as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense that 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 and the other Loan Documents in accordance with a request of the Required Lenders (or, if so specified by this Agreement, all Lenders or any other instructing a different requisite group of Lenders if so specified by this Agreement), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the Loans.

Reliance by Agents. Each Agent The Agents shall be entitled to relyrely upon, and shall be fully protected in relyingnot incur any liability for relying upon, upon any instrumentnotice, writingrequest, resolution, noticecertificate, consent, certificatestatement, affidavitinstrument, letter, telecopy, telex, document or other writing (including any electronic mail or teletype message, statement, order Internet or intranet website posting or other document or conversation reasonably distribution) believed by it to be genuine and correct and to have been signed, sent or otherwise authenticated by the proper Person. Each Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person Person, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan, or Persons and upon advice and statements 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 condition 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 Agent may consult with legal counsel (including, without limitation, who may be counsel to for the Loan PartiesBorrower), independent accountants and other experts selected by such Agent. The Administrative Agent may deem and treat the payee of any Note as the owner thereof for all purposes unless such Note shall have been transferred in accordance with Section 12.6 and all actions required by such Section in connection with such transfer shall have been taken. Each Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Document unless it shall first receive such advice or concurrence of the Required Lenders (or, if so specified by this Agreement, all Lenders or any other instructing group of Lenders specified by this Agreement) (including without limitation with respect to the determination of which Lenders, if any, are Defaulting Lenders) as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense that 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 and the other Loan Documents in accordance with a request of the Required Lenders (or, if so specified by this Agreement, all Lenders or any other instructing group of Lenders specified by this Agreement)it, and such request and shall not be liable for any action taken or failure to act pursuant thereto not taken by it in accordance with the advice of any such counsel, accountants or experts. For purposes of determining compliance with the conditions specified in Section 4.01, each Lender that has signed this Agreement shall be binding upon all 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 Lenders and all future holders of Administrative Agent shall have received notice from such Lender prior to the Loans.proposed Closing Date specifying its objections. 509265-1512-15059-Active.17708695.1 101

Reliance by Agents. Each TC "12.4 Reliance by Agents. " \f c \l "2" \* MERGEFORMAT AUTONF D3_TCThe Administrative Agent and the Collateral Agent shall be entitled to rely, and shall be fully protected in relying, upon any instrument, writing, resolution, notice, consent, certificate, affidavit, letter, telecopy, telex, electronic mail telex or teletype message, statement, order or other document or conversation reasonably instruction 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 the Loan PartiesBorrowers), independent accountants and other experts selected by such the Administrative Agent or the Collateral Agent. The Administrative Agent may deem and treat the payee of Lender specified in the Register with respect to any Note amount owing hereunder as the owner thereof for all purposes unless such Note a written notice of assignment, negotiation or transfer thereof shall have been transferred in accordance filed with Section 12.6 the Administrative Agent. The Administrative Agent and all actions required by such Section in connection with such transfer shall have been taken. Each the Collateral Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Credit Document unless it shall first receive such advice or concurrence of the Required Lenders (or, if so specified by this Agreement, all Lenders or any other instructing group of Lenders specified by this Agreement) (including without limitation with respect to the determination of which Lenders, if any, are Defaulting Lenders) as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense that may be incurred by it by reason of taking or continuing to take any such action. Each The Administrative Agent and the Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the other Loan Credit Documents in accordance with a request of the Required Lenders (or, if so specified by this Agreement, all Lenders or any other instructing group of Lenders specified by this Agreement)Lenders, and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the Loans; provided, that the Administrative Agent and the Collateral Agent shall not be required to take any action that, in its opinion or in the opinion of its counsel, may expose it to liability or that is contrary to any Credit Document or applicable law.

Reliance by Agents. Each The Agent shall be entitled to rely, and shall be fully protected in relying, upon any instrumentNote, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex, electronic mail telex or teletype message, 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 and upon advice and statements of legal counsel (including, without limitation, counsel to the Loan Parties)counsel, independent accountants and other experts selected by such Agent, as the case may be. The Administrative Agent may deem and treat the payee of any Note as the owner thereof for all purposes unless such Note the Agent shall have been transferred received an executed Commitment Transfer Supplement in accordance with Section 12.6 respect thereof. All payments made by the Agent to the Lenders prior to the receipt of such Commitment Transfer Supplement shall be valid and binding for all actions required by such Section in connection with such transfer shall have been takenpurposes of this Agreement and the Notes. Each The Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Basic Document unless it shall first receive such advice or concurrence of the Required Lenders (or, if so specified by this Agreement, all Lenders or any other instructing group of Lenders specified by this Agreement) (including without limitation with respect to the determination of which Lenders, if any, are Defaulting Lenders) as it deems appropriate or it shall first be indemnified to its satisfaction (subject to the provisions of Section 8.7) by all of the Lenders Lenders, against any liabilities and all liability and expense that expenses which may be incurred by it by reason of taking or continuing to take any such action. Each The Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the other Loan Basic Documents in accordance with a request of the Required Lenders (or, if so specified by this Agreement, all Lenders or any other instructing group of Lenders specified by this Agreement)Majority Lenders, and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the LoansNotes.

Reliance by Agents. (a) Each Agent shall be entitled to rely, and shall be fully protected in relying, upon any instrument, writing, resolution, notice, consent, certificate, affidavit, letter, telegram, telecopy, telex, electronic mail telex or teletype message, telephone message, 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 and upon advice and statements of legal counsel (including, without limitation, counsel to the Loan Parties), independent accountants and other experts selected by such Agent. The Administrative Agent Agents may deem and treat the payee Person whose name is recorded on the Register as the owner of any Note as the owner thereof for all purposes purposes, unless such Note shall have been transferred in accordance with Section 12.6 10.6 and all actions required by such Section in connection with such transfer shall have been taken. Each No Agent shall be fully justified in failing or refusing incur any liability to any Lender for conditioning its willingness to take any action under this Agreement or any other Loan Document unless it shall first receive upon the receipt by such Agent of such advice or concurrence of the Required Lenders (or, if so specified by this Agreement, all Lenders or any other instructing group of Lenders specified by this Agreement) (including without limitation with respect to the determination of which Lenders, if any, are Defaulting Lenders) as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense that 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 and the other Loan Documents in accordance with a request of the Required Lenders (or, if so specified by this AgreementAgreement or any other Loan Document, all Lenders or any other instructing group of Lenders specified by this AgreementAgreement or such other Loan Document), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the Loans.

Reliance by Agents. Each The Administrative Agent and the Collateral Agent shall be entitled to rely, and shall be fully protected in relying, upon any instrument, writing, resolution, notice, consent, certificate, affidavit, letter, telecopy, telex, electronic mail mail, or teletype message, statement, order or other document or conversation reasonably instruction 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 Holdings and/or the Loan PartiesBorrower), independent accountants and other experts selected by such the Administrative Agent or the Collateral Agent. The Administrative Agent may deem and treat the payee of Lender specified in the Register with respect to any Note amount owing hereunder as the owner thereof for all purposes unless such Note a written notice of assignment, negotiation or transfer thereof shall have been transferred in accordance filed with Section 12.6 the Administrative Agent. The Administrative Agent and all actions required by such Section in connection with such transfer shall have been taken. Each the Collateral Agent and shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Credit Document unless it shall first receive such advice or concurrence of the Required Lenders (or, if so specified by this Agreement, all Lenders or any other instructing group of Lenders specified by this Agreement) (including without limitation with respect to the determination of which Lenders, if any, are Defaulting Lenders) as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense that may be incurred by it by reason of taking or continuing to take any such action. Each The Administrative Agent and the Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the other Loan Credit Documents in accordance with a request of the Required Lenders (or, if so specified by this Agreement, all Lenders or any other instructing group of Lenders specified by this Agreement)Lenders, and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the Loans.; provided that none of the Administrative Agent or the Collateral Agent shall be required to take any action that, in its opinion or in the opinion of its counsel, may expose it to liability or that is contrary to any Credit Document or Applicable Law. For purposes of determining compliance with the conditions specified in Sections 6 and 7 on the Conversion Date, each Lender that has signed or authorized the signing of 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 Conversion Date specifying its objection thereto. Table of Contents

Reliance by Agents. Each Note Agent shall in all cases be entitled to rely, and shall be fully protected in relying, upon any instrumentnote, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex, electronic mail telex or teletype message, 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 and upon advice and statements of legal counsel (including, without limitation, counsel to each of the Loan PartiesLenders), independent accountants and other experts selected by such Note Agent. The Administrative Agent may deem and treat the payee of any Each Note as the owner thereof for all purposes unless such Note shall have been transferred in accordance with Section 12.6 and all actions required by such Section in connection with such transfer shall have been taken. Each Agent shall in all cases be fully justified in failing or refusing to take any action under this Agreement Agreement, any other Transaction Document or any other Loan Document document furnished in connection herewith or therewith unless it shall first receive such advice or concurrence of the Required Lenders (or, if so specified by this Agreement, all Lenders or any other instructing group of Lenders specified by this Agreement) (including without limitation with respect to the determination of which Lenders, if any, are Defaulting Lenders) as it deems appropriate appropriate, or it shall first be indemnified to its satisfaction (i) in the case of the Administrative Agent or the Collateral Agent, by the Lenders or (ii) in the case of an Agent, by the Lenders in its Lender Group, against any and all liability liability, cost and expense that 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, under this Agreement, the other Transaction Documents or any other document furnished in connection herewith or therewith in accordance with a request of the Required Lenders, and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders. Each Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and Agreement, the other Loan Transaction Documents or any other document furnished in connection herewith or therewith in accordance with a request of the Required Lenders (or, if so specified in its Lender Group holding greater than 50% of the outstanding Advances held by this Agreement, all Lenders or any other instructing group of Lenders specified by this Agreement)such Lender Group, and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the Loansin such Lender Group.

Reliance by Agents. Each Agent of the Agents shall be entitled to conclusively rely, and shall be fully protected in relying, upon any instrument, writing, resolution, notice, consent, certificate, affidavit, letter, telecopy, telex, electronic mail telecopy or teletype email message, 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 and upon advice and statements of legal counsel (including, without limitation, including counsel to the Loan Partiesany Note Party), independent accountants and other experts selected by such Agent. The Administrative Agent Each of the Agents may deem and treat the payee of any Note as the owner thereof for all purposes unless such Note a written notice of assignment, negotiation or transfer thereof shall have been transferred in accordance filed with Section 12.6 and all actions required by such Section in connection with such transfer shall have been takenthe Agents. Each Agent of the Agents shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Note Document unless it such Agent shall first receive such advice or concurrence of the Required Lenders Holders (or, if so specified by this AgreementAgreement or such Note Document, all Lenders Holders) in the case of the Noteholder Agent, or any other instructing group of Lenders specified by this Agreement) (including without limitation with respect to the determination of which LendersRequired Holders, if anyapplicable, are Defaulting Lenders) in the case of any Collateral Agent, as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders Holder, if applicable, against any and all liability and expense that 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, under this Agreement and the other Loan Notes Documents in accordance with a request of the Required Lenders Holders (or, if so specified by this Agreement, all Lenders Holders) in the case of the Noteholder Agent, or any other instructing group of Lenders specified by this Agreementthe Required Holders (or all Holders), if applicable, in the case of the Collateral Agent, and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders Holders, if applicable, and all future holders of the LoansHolders.

Reliance by Agents. Each Agent of the Agents shall be entitled to rely, and shall be fully protected in relying, upon any instrument, writing, resolution, notice, consent, certificate, affidavit, letter, telecopy, telex, electronic mail telecopy or teletype email message, 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 and upon advice and statements of legal counsel (including, without limitation, including counsel to the Loan PartiesBorrower), independent accountants and other experts selected by such Agent. The Administrative Agent Each of the Agents may deem and treat the payee of any Note as the owner thereof for all purposes unless such Note a written notice of assignment, negotiation or transfer thereof shall have been transferred in accordance filed with Section 12.6 and all actions required by such Section in connection with such transfer shall have been takenthe Administrative Agent. Each Agent of the Agents shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Financing Document unless it such Agent shall first receive such advice or concurrence of the Required Lenders Financing Parties (or, if so specified by this Agreement, all Lenders Financing Parties) in the case of the Administrative Agent, or any other instructing group of Lenders specified by this Agreement) (including without limitation with respect to the determination Administrative Agent in the case of which Lendersthe Collateral Agent, if any, are Defaulting Lenders) as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders Financing Parties against any and all liability and expense that 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, under this Agreement and the other Loan Financing Documents in accordance with a request of the Required Lenders Financing Parties (or, if so specified by this Agreement, all Lenders or any other instructing group of Lenders specified by this AgreementFinancing Parties), and such request and any action taken or failure to act in the case of the Administrative Agent, or of the Administrative Agent in the case of the Collateral Agent, pursuant thereto shall be binding upon all the Lenders Financing Parties and all future holders of the LoansLoans and Fixed Rate Note.

Reliance by Agents. Each Agent shall be entitled to rely, and shall be fully protected (and shall have no liability to any Person) in relying, upon any instrument, writing, resolution, notice, consent, certificate, affidavit, letter, telecopy, telex, electronic mail telex or teletype message, 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 and upon advice and statements of legal counsel (including, without limitation, including counsel to the Loan Partiesany Borrower or CCMGC), independent accountants and other experts selected by such each Agent. The Administrative Agent Agents may deem and treat the payee of any Note as the owner thereof for all purposes unless such Note shall have been transferred in accordance with Section 12.6 subsection 11.6 and all actions required by such Section in connection with such transfer shall have been taken. Any request, authority or consent of any Person or entity who, at the time of making such request or giving such authority or consent, is the holder of any Note shall be conclusive and binding on any subsequent holder, transferee, assignee or endorsee, as the case 168 may be, of such Note or of any Note or Notes issued in exchange therefor. Each Agent shall be fully justified as between itself and the Lenders in failing or refusing to take any action under this Agreement or any other Loan Document unless it shall first receive such advice or concurrence of the Required Lenders (or, if so specified by this Agreement, all and/or such other requisite percentage of the Lenders or any other instructing group of Lenders specified by this Agreement) (including without limitation with respect as is required pursuant to the determination of which Lenders, if any, are Defaulting Lenderssubsection 11.1(a) as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense that 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 and any Notes and the other Loan Documents in accordance with a request of the Required Lenders (or, if so specified by this Agreement, all and/or such other requisite percentage of the Lenders or any other instructing group of Lenders specified by this Agreementas is required pursuant to subsection 11.1(a), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the Loans.

Reliance by Agents. Each Agent shall be entitled to rely, and shall be fully protected in relying, upon any instrumentNote, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex, electronic mail telex or teletype message, 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 and upon advice and statements of legal counsel (including, without limitation, counsel to the Loan PartiesParties or any Unrestricted Subsidiary), independent accountants and other experts selected by such AgentAgent with reasonable care. The Administrative Agent Agents may deem and treat the payee of any Note as the owner thereof for all purposes unless such Note a notice of assignment, negotiation or transfer thereof shall have been transferred in accordance with Section 12.6 and all actions required by such Section in connection filed with such transfer shall have been takenAgent. Each Agent and each member of the Instructing Group shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Document unless it shall first receive such advice or concurrence of the Required Lenders (or, if so specified by this Agreement, all Lenders or any other instructing group such greater percentage of Lenders specified by this Agreement) (including without limitation with respect to the determination of which Lenders, if any, are Defaulting Lendersas shall be required therefor under Section 11.2) as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense that which may be incurred by it by reason of taking or continuing to take any such action. Each Agent and each member of the Instructing Group shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the other Loan Documents in accordance with a request of the Required Lenders (or, if so specified by this Agreement, all Lenders or any other instructing group such greater percentage of Lenders specified by this Agreement), as shall be required therefor under Section 11.2) and such request and any action taken or failure to act pursuant thereto shall be binding upon all of the Lenders and all future holders of the LoansRevolving Credit Loans and all other Obligations.

Reliance by Agents. Each The Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any instrument, writing, resolution, notice, consent, certificate, affidavit, letter, telecopy, telex, electronic mail telex or teletype message, 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 and upon advice and statements of legal counsel (including, without limitation, counsel to the Loan Parties), independent accountants and other experts selected by such the Administrative Agent. The Administrative Agent may deem and treat the payee of any Note as the owner thereof for all purposes unless such Note shall have been transferred in accordance with Section 12.6 13.6 and all actions required by such Section in connection with such transfer shall have been taken. Each The Administrative Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Document unless it shall first receive such advice or concurrence of the Required Lenders (or, if so specified by this Agreement, all Lenders or any other instructing group of Lenders specified by this Agreement) (including without limitation with respect to the determination of which Lenders, if any, are Defaulting Lenders) as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense that 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 and the other Loan Documents in accordance with a request of the Required Lenders (or, if so specified by this Agreement, all Lenders or any other instructing group of Lenders specified by this Agreement), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders any of the LoansLenders' assignees.

Reliance by Agents. Each Agent shall be entitled to rely, and shall be fully protected in relying, upon any instrument, writing, resolution, notice, consent, certificate, affidavit, letter, telecopy, telex, electronic mail telex or teletype message, 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 and upon advice and statements of legal counsel (including, without limitation, including counsel to the Loan PartiesBorrower), independent accountants and other experts selected by such Agent. The Administrative Agent may shall deem and treat the payee of Lender specified in the Register with respect to any Note amount owing hereunder as the owner thereof for all purposes unless such Note a written notice of assignment, negotiation or transfer thereof shall have been transferred in accordance filed with Section 12.6 and all actions required by such Section in connection with such transfer shall have been takenthe Administrative Agent. Each Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Document unless it shall first receive such advice or concurrence of the Required Lenders (or, if so specified by this Agreement, all Lenders or any other instructing group of Lenders specified by this Agreement) (including without limitation with respect to the determination of which Lenders, if any, are Defaulting Lenders) as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense that 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, under this Agreement and the other Loan Documents in accordance with a request of the Required Lenders (or, if so specified by this Agreement, all Lenders or any other instructing group of Lenders specified by this AgreementLenders), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the LoansTerm Loans and all other Secured Parties; provided that each Agent shall be entitled to seek clarification or direction from the Required Lenders prior to the taking of any such instructed action hereunder, and each Agent may refrain from acting until such clarification or direction from the Required Lenders has been obtained by such Agent.

Reliance by Agents. Each of the Administrative Agents, the Canadian Funding Agent and the Collateral Agents shall be entitled to rely, and shall be fully protected in relying, upon any instrument, writing, resolution, notice, consent, certificate, affidavit, letter, telecopy, telex, electronic mail telex or teletype message, 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 and upon advice and statements of legal counsel (including, without limitation, including counsel to the Loan PartiesBorrowers), independent accountants and other experts selected by such Administrative Agent, Canadian Funding Agent or such Collateral Agent, as the case may be. The Administrative Each Agent may deem and treat the payee of any Note as the owner thereof for all purposes unless such Note a written notice of assignment, negotiation or transfer thereof shall have been transferred in accordance with Section 12.6 and all actions required by such Section in connection filed with such transfer shall have been takenAdministrative Agent. Each of the Administrative Agents, the Canadian Funding Agent and the Collateral Agents shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Document unless it shall first receive such advice or concurrence of the relevant Required Lenders (or, if so specified by this Agreement, all Lenders or any other instructing group of Lenders specified by this Agreement) (including without limitation with respect to the determination of which Lenders, if any, are Defaulting Lenders) as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense that may be incurred by it by reason of taking or continuing to take any such action. Each of the Administrative Agents, the Canadian Funding Agent and the Collateral Agents shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the other Loan Documents in accordance with a request of the relevant Required Lenders (or, if so specified by this Agreement, all Lenders or any other instructing group of Lenders specified by this AgreementLenders), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the Loans.

Reliance by Agents. Each Agent of the Agents shall be entitled to rely, and shall be fully protected in relying, upon any instrumentNote, writing, resolution, notice, consent, certificate, affidavit, letter, telecopy, telex, electronic mail telex or teletype message, 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 and upon advice and statements of legal counsel (including, without limitation, counsel to the Loan PartiesBorrower), independent accountants and other experts selected by such any Agent. The Administrative Agent Each of the Agents may deem and treat the payee of any Note as the owner thereof for all purposes unless such Note a written notice of assignment, negotiation or transfer thereof shall have been transferred in accordance filed with Section 12.6 and all actions required by such Section in connection with such transfer shall have been takenthe Administrative Agent. Each The Administrative Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Document unless it shall first receive such advice or concurrence of the Required Majority Lenders (or, if so specified to the extent required by this Agreement, all Lenders or any other instructing group of Lenders specified by this Agreement) (including without limitation with respect to the determination of which Lenders, if any, are Defaulting Lenders) as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense that which may be incurred by it by reason of taking or continuing to take any such actionaction (other than any such liability or expense resulting from the gross negligence or willful misconduct of the Administrative Agent). Each Agent of the Agents shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the other Loan Documents in accordance with a request of the Required Majority Lenders (or, if so specified to the extent required by this Agreement, all Lenders or any other instructing group of Lenders specified by this Agreementthe Lenders), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the Loans.

Reliance by Agents. (a) Each Agent shall be entitled to conclusively rely, and shall be fully protected in relying, upon any instrumentwriting, writingcommunication, signature, resolution, representation, notice, request, consent, certificate, instrument, affidavit, letter, telecopytelegram, telexfacsimile, telex or telephone message, electronic mail or teletype message, statement, order Internet or intranet website posting or other distribution statement 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. Each Agent also may conclusively rely upon any statement made to it orally or by telephone and reasonably believed by it to have been made by the proper Person, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan that by its terms must be fulfilled to the satisfaction of a Lender, the Administrative Agent may presume that such condition is satisfactory to such Lender unless the Administrative Agent shall have received notice to the contrary from such Lender prior to the making of such Loan. Each Agent may consult with, and rely upon (and be fully protected in relying upon), advice and statements of legal counsel (including, without limitation, including counsel to the any Loan PartiesParty), independent accountants and other experts selected by such Agent. The Administrative Agent may deem and treat the payee of any Note as the owner thereof for all purposes unless such Note shall have been transferred in accordance with Section 12.6 and all actions required by such Section in connection with such transfer shall have been taken. Each Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Document unless it shall first receive such advice or concurrence of written direction from the Required Lenders (or, if so specified by this Agreement, all Lenders or any other instructing group such greater number of Lenders specified by this Agreement) (including without limitation with respect to the determination of which Lenders, if any, are Defaulting Lendersas may be expressly required hereby in any instance) 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 that which may be incurred by it by reason of taking or continuing to take any 203 such action. Each Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the or any other Loan Documents Document in accordance with a direction, request or consent of the Required Lenders (oror such greater number of Lenders as may be expressly required hereby in any instance) or solely with respect to the Collateral Agent, if so specified by in accordance with a direction, request or consent of the Administrative Agent and, in each case, any action taken or failure to act pursuant thereto shall be binding upon all the Lenders. In addition to the foregoing, the Collateral Agent shall in all cases also be fully protected in acting, or in refraining from acting, under this Agreement, all Lenders Agreement or any other instructing group of Lenders specified by this Agreement)Loan Document in accordance with a direction, and such request or consent and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the LoansLenders.

Reliance by Agents. Each Agent shall be entitled to rely, and shall be fully protected (and shall have no liability to any Person) in relying, upon any instrument, writing, resolution, notice, consent, certificate, affidavit, letter, telecopy, telex, electronic mail telex or teletype messagemessage or other electronic transmission, 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 and upon advice and statements of legal counsel (including, without limitation, including counsel to the Loan Partiesany Borrower or Holdings), independent accountants and other experts selected by such each Agent. The Administrative Agent Agents may deem and treat the payee of any Note as the owner thereof for all purposes unless such Note shall have been transferred in accordance with Section 12.6 11.6 and all actions required by such Section in connection with such transfer shall have been taken. Any request, authority or consent of any Person or entity who, at the time of making such request or giving such authority or consent, is the holder of any Note shall be conclusive and binding on any subsequent holder, transferee, assignee or endorsee, as the case may be, of such Note or of any Note or Notes issued in exchange therefor. Each Agent shall be fully justified as between itself and the Lenders in failing or refusing to take any action under this Agreement or any other Loan Document unless it shall first receive such advice or concurrence of the Required Lenders (or, if so specified by this Agreement, all and/or such other requisite percentage of the Lenders or any other instructing group of Lenders specified by this Agreement) (including without limitation with respect as is required pursuant to the determination of which Lenders, if any, are Defaulting LendersSection 11.1(a) as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense that 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 and any Notes and the other Loan Documents in accordance with a request of the Required Lenders (or, if so specified by this Agreement, all and/or such other requisite percentage of the Lenders or any other instructing group of Lenders specified by this Agreementas is required pursuant to Section 11.1(a), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the Loans.

Reliance by Agents. Each Agent shall be entitled to relyrely upon, and shall be fully protected in relyingnot incur any liability for relying upon, upon any instrumentnotice, writingrequest, resolution, noticecertificate, consent, certificate, affidavit, letter, telecopy, telex, electronic mail or teletype message, statement, order instrument, document or other document or conversation reasonably writing believed by it to be genuine and correct and to have been signed, sent or made otherwise authenticated by the proper Person or Persons and upon advice and statements of person. Each Agent may consult with legal counsel (including, without limitation, counsel to the Loan Parties)counsel, independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such Agentcounsel, accountants or experts. The Administrative Each Agent may deem and treat the payee of Noteholder Party specified in the Register with respect to any Note amount owing hereunder as the owner thereof for all purposes unless such Note and each Agent shall have been transferred in accordance with Section 12.6 and all actions required not be affected by such Section in connection with such transfer shall have been takenany notice or knowledge to the contrary. Each Agent shall be fully justified in failing or refusing to take any action under this Agreement Indenture or any other Loan Note Document unless it shall first receive such advice or concurrence of the Required Lenders Noteholder Parties (or, if so specified by this AgreementIndenture, all Lenders or any other instructing group of Lenders specified by this Agreement) (including without limitation with respect to the determination of which Lenders, if any, are Defaulting LendersNoteholder Parties) as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders Noteholder Parties against any and all liability and expense that 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 Indenture and the other Loan Note Documents in accordance with a request of the Confidential Treatment Requested by The Fresh Market Holdings, Inc. Pursuant to 17 C.F.R. Section 200.83 Required Lenders Noteholder Parties (or, if so specified by this AgreementIndenture, all Lenders or any other instructing group of Lenders specified by this AgreementNoteholder Parties), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the LoansNoteholder Parties.

Reliance by Agents. Each The Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any instrument, writing, resolution, notice, consent, certificate, affidavit, letter, telecopy, telex, electronic mail or teletype message, statement, order or other document or conversation reasonably instruction believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel (including, without limitation, including counsel to the Loan PartiesBorrower), independent accountants and other experts selected by such the Administrative Agent. The Administrative Agent may deem and treat the payee of Lender specified in the Register with respect to any Note amount owing hereunder as the owner thereof for all purposes unless such Note a written notice of assignment, negotiation or transfer thereof shall have been transferred in accordance filed with Section 12.6 and all actions required by such Section in connection with such transfer shall have been takenthe Administrative Agent. Each The Administrative Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Document unless it shall first receive such advice or concurrence of the Required Lenders (or, if so specified by this Agreement, all Lenders or any other instructing group of Lenders specified by this Agreement) (including without limitation with respect to the determination of which Lenders, if any, are Defaulting Lenders) as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense that 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 and the other Loan Documents in accordance with a request of the Required Lenders (or, if so specified by this Agreement, all Lenders or any other instructing group of Lenders specified by this Agreement)Lenders, and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the Loans; provided that the Administrative Agent shall not be required to take any action that, in its opinion or in the opinion of its counsel, may expose it to liability or that is contrary to any Loan Document or Applicable Laws. For purposes of determining compliance with the conditions specified in Section 6 on the Closing Date, 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.