Common use of Reliance by the Agent Clause in Contracts

Reliance by the Agent. The Agent shall be entitled to rely, and shall be fully protected in relying, upon any Note, writing, resolution, notice, consent, certificate, affidavit, letter, telecopy, telex or teletype message, statement, order or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel (including without limitation counsel to the Borrower or the Lessee), independent accountants and other experts selected by the Agent. The Agent may deem and treat the payee of any Note as the owner thereof for all purposes unless a written notice of assignment, negotiation or transfer thereof shall have been filed with the Agent. The Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Operative Agreement unless it shall first receive such advice or concurrence of the Majority Lenders, the Majority Secured Parties or all Secured Parties, as the case may be, as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the other Operative Agreements in accordance with a request of the Majority Lenders, the Majority Secured Parties or all Secured Parties, as the case may be, and such and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the Notes (or all Secured Parties, as the case may be).

Reliance by the Agent. The Agent shall be entitled to rely, and shall be fully protected in relying, upon any Note, writing, resolution, notice, consent, certificate, affidavit, letter, telecopy, telex or teletype message, statement, order or other document or conversation believed by it in good faith to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel (including without limitation counsel to the Borrower or the Lessee), independent accountants and other experts selected by the Agent. The Agent may deem and treat the payee of any Note as the owner thereof for all purposes unless a written notice of assignment, negotiation or transfer thereof shall have been filed with the Agent. The Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Operative Agreement unless it shall first receive such advice or concurrence of the Majority Lenders, the Majority Secured Parties or all Secured Parties, as the case may be, as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the other Operative Agreements in accordance with a request of the Majority Lenders, the Majority Secured Parties or all Secured Parties, as the case may be, and such and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the Notes (or all Secured Parties, as the case may be).

Reliance by the Agent. The Agent shall be entitled to rely, and shall be fully protected in relying, upon any Note, writing, resolution, notice, consentstatement, certificateconsent or other communication (including, affidavitwithout limitation, letterany thereof by telephone, telecopy, telex telex, telegram or teletype message, statement, order or other document or conversation cable) 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 counsel to the Borrower or the Lessee), independent accountants and other experts selected by the AgentPersons. The Agent may deem and treat the payee of any Note each Lender as the owner thereof of its interest hereunder for all purposes hereof unless and until a written notice of the assignment, negotiation or transfer thereof shall have been filed given to the Agent in accordance with the Agentprovisions of this Agreement. The Agent shall be fully justified in failing entitled to refrain from taking or refusing omitting to take any action under in connection with this Agreement or any other Operative Loan Document (i) if such action or omission would, in the reasonable opinion of the Agent, violate any applicable law or any provision of this Agreement or any other Loan Document or (ii) unless and until it shall first receive have received such advice or concurrence of the Majority Required Lenders (or, where a higher percentage of the Lenders is expressly required hereunder, such Lenders, the Majority Secured Parties or all Secured Parties, as the case may be, ) as it deems appropriate or it shall first be have been indemnified to its satisfaction by the Lenders against any and all liability and expense which that may be incurred by it by reason of taking taking, continuing to take or continuing omitting to take any such action. The Without limiting the foregoing, no Lender shall have any right of action whatsoever against the Agent shall in all cases be fully protected in acting, as a result of the Agent's acting or in refraining from acting, acting hereunder or under this Agreement and the any other Operative Agreements Loan Document in accordance with a request the instructions of the Majority Required Lenders (or, where a higher percentage of the Lenders is expressly required hereunder, such Lenders, the Majority Secured Parties or all Secured Parties, as the case may be), and such instructions and any action taken or failure to act pursuant thereto shall be binding upon all of the Lenders and (including all future holders of the Notes (or all Secured Parties, as the case may besubsequent Lenders).

Reliance by the Agent. The Agent shall be entitled to rely, and shall be fully protected in relying, upon any Notenote, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel (including including, without limitation limitation, counsel to the Borrower or the LesseeBorrower), the Accountants and independent accountants and other experts selected by the Agent. The Agent may deem and treat the payee of any Note as the owner thereof for all purposes unless a written notice of assignment, negotiation or transfer thereof shall have been filed with the Agent. The Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Operative Agreement Loan Document unless it shall first receive such advice or concurrence of the Majority Lenders, the Majority Secured Parties Lenders or all Secured Parties, as the case may beLenders, as it deems appropriate appropriate, or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense (except those incurred solely as a result of the Agent's gross negligence or willful misconduct) which may be incurred by it by reason of taking or continuing to take any such action. The Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the Notes and the other Operative Agreements Loan Documents in accordance with a request of the Majority Lenders or all Lenders, the Majority Secured Parties or all Secured Parties, as the case may bebe required, and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the Notes (or all Secured Parties, as the case may be)Notes.

Reliance by the Agent. The Agent shall be entitled to rely, and shall be fully protected in relying, upon any Notenote, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel (including including, without limitation limitation, counsel to the Borrower or the LesseeBorrowers), independent accountants and other experts selected by the Agent. The Agent may deem and treat the payee of any the Note as the owner thereof for all purposes unless a written notice of assignment, negotiation or transfer thereof such Note shall have been filed transferred in accordance with the AgentSection 13.10 hereof. The Agent shall be fully justified in failing or refusing to take any action under this Agreement or any and the other Operative Agreement Loan Documents unless it shall first receive such advice or concurrence of the Majority Required Lenders (or, when expressly required hereby or by any other Loan Document, all the Lenders, the Majority Secured Parties or all Secured Parties, as the case may be, ) as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such actionaction except for its own gross negligence or willful misconduct. The Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the other Operative Agreements Note in accordance with a request of the Majority Required Lenders (or, when expressly required hereby, all the Lenders, the Majority Secured Parties or all Secured Parties, as the case may be), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the Notes (or all Secured Parties, as the case may be)Note.

Reliance by the Agent. The Agent shall be entitled to rely, and shall be fully protected in relying, upon any Note, writing, resolution, notice, consent, certificate, affidavit, letter, telecopy, telex or teletype message, statement, order or other document or conversation believed by it in good faith to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel (including without limitation counsel to the Borrower or the LesseeCredit Parties), independent accountants and other experts selected with due care by the Agent. The Agent may deem and treat the payee of any Note as the owner thereof for all purposes unless a written notice of assignment, negotiation or transfer thereof shall have been filed with the Agent. The Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Operative Agreement unless it shall first receive such advice or concurrence of the Majority Lenders, the Majority Secured Parties or all Secured Parties, as the case may be, as it reasonably deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Agent shall in all cases be fully protected from the Lenders in acting, or in refraining from acting, under this Agreement and the other Operative Agreements in accordance with a request of the Majority Lenders, the Majority Secured Parties or all Secured Parties, as the case may be, and such and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the Notes (or all Secured Parties, as the case may be).

Reliance by the Agent. The Agent Facility Agents shall be entitled to rely, and shall be fully protected in relying, upon any Notenote, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel (including including, without limitation limitation, counsel to the Borrower or the LesseeBorrower), the Accountants and independent accountants and other experts selected by the AgentFacility Agents. The Agent may deem and treat the payee of any Note as the owner thereof for all purposes unless a written notice of assignment, negotiation or transfer thereof shall have been filed with the Agent. The Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Operative Agreement Loan Document unless it shall first receive such advice or concurrence of the Majority Lenders, the Majority Secured Parties Revolving Loan Lenders or all Secured Parties, as the case may beLenders, as it deems appropriate appropriate, or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense (except those incurred solely as a result of the Agent's gross negligence or willful misconduct) which may be incurred by it by reason of taking or continuing to take any such action. The Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the Notes and the other Operative Agreements Loan Documents in accordance with a request of the Majority Lenders, the Majority Secured Parties Revolving Loan Lenders or all Secured PartiesLenders, as the case may bebe required, and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the Notes (or all Secured Parties, as the case may be)Notes.

Reliance by the Agent. The Agent shall be entitled to rely, and shall be fully protected in relying, upon any Notenote, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel (including including, without limitation limitation, counsel to the Borrower or the LesseeBorrowers), independent accountants and other experts selected by the Agent. The Agent may deem and treat the payee of any Loan or Note as the owner thereof for all purposes unless a written notice of assignment, negotiation such Loan or transfer thereof Note shall have been filed transferred in accordance with the AgentSection 14.10 hereof. The Agent shall be fully justified in failing or refusing to take any action under this Agreement or any and the other Operative Agreement Loan Documents unless it shall first receive such advice or concurrence of the Majority Required Lenders (or, when expressly required hereby or by the relevant other Loan Document, all the Lenders, the Majority Secured Parties or all Secured Parties, as the case may be, ) as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such actionaction except for its own gross negligence or willful misconduct. The Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the other Operative Agreements Loan Documents in accordance with a request of the Majority Required Lenders (or, when expressly required hereby, all the Lenders, the Majority Secured Parties or all Secured Parties, as the case may be), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the Notes (any Loan or all Secured Parties, as the case may be)Note.

Reliance by the Agent. The Agent shall be entitled to rely, and shall be fully protected in relying, upon any Note, writing, resolution, notice, consent, certificate, affidavit, letter, telecopy, telex or teletype message, statement, order or other document or conversation writing 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 the advice and statements of legal counsel (including without limitation including, without, limitation, counsel to the Borrower or the LesseeBorrowers), independent accountants and other experts selected by the Agent. The Agent may deem and treat the payee of any Note as the owner thereof for all purposes unless a written notice of assignment, negotiation or transfer thereof shall have been filed with the Agent. The Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Operative Agreement Loan Document unless it shall first receive such advice or concurrence of the Majority Requisite Lenders (or all the Lenders, if and to the Majority Secured Parties or all Secured Parties, as the case may be, extent required pursuant to Section 11.4.1 hereof) as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of the taking or continuing failing to take any such action. The Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the other Operative Agreements Loan Documents in accordance with a any written request of the Majority Requisite Lenders, and each such request of the Majority Secured Parties or all Secured PartiesRequisite Lenders, as the case may be, and such and any action taken or failure to act by the Agent pursuant thereto thereto, shall be binding upon all the Lenders and all future holders of the Notes (Lenders; provided, however, that the Agent shall not be required in any event to act, or all Secured Partiesto refrain from acting, as in any manner which is contrary to the case may be)Loan Documents or to applicable law.

Reliance by the Agent. The Agent shall be entitled to rely, and shall be fully protected in relying, upon any Notenote, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel (including including, without limitation limitation, counsel to the Borrower or the LesseeBorrower), independent accountants and other experts selected by the Agent. The Agent may deem and treat the payee of any Term Note as the owner thereof for all purposes unless a written notice of assignment, negotiation or transfer thereof such Term Note shall have been filed transferred in accordance with the AgentSection 13.10 hereof. The Agent shall be fully justified in failing or refusing to take any action under this Agreement or any and the other Operative Agreement Loan Documents unless it shall first receive such advice or concurrence of the Majority Required Term Lenders (or, when expressly required hereby or by the relevant other Loan Document, all the Term Lenders, the Majority Secured Parties or all Secured Parties, as the case may be, ) as it deems appropriate or it shall first be indemnified to its satisfaction by the Term Lenders against any and all liability and expense expenses which may be incurred by it by reason of taking or continuing to take any such actionaction except for its own gross negligence or willful misconduct. The Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the other Operative Agreements Term Notes in accordance with a request of the Majority Required Term Lenders (or, when expressly required hereby, all the Term Lenders, the Majority Secured Parties or all Secured Parties, as the case may be), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Term Lenders and all future holders of the Notes (or all Secured Parties, as the case may be)Term Notes.

Reliance by the Agent. The Agent shall be entitled to rely, and shall be fully protected in relying, upon any Note, writing, communication, signature, resolution, representation, notice, consent, certificate, affidavit, letter, telecopytelegram, telex facsimile, telex, or teletype telephone message, electronic mail message, statement, order or other document or conversation believed by it the Agent to be genuine and correct and to have been signed, sent sent, or made by the proper Person or Persons Persons, and upon advice and statements of legal counsel (including without limitation counsel to the Borrower any Obligated Party or the Lesseeany of their respective Affiliates), independent accountants and other experts selected by the Agent. The Agent may deem and treat the payee of any Note as the owner thereof for all purposes unless a written notice of assignment, negotiation or transfer thereof shall have been filed with the Agent. The Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Operative Agreement Loan Document unless it shall first receive such advice or concurrence of the Majority Lenders or the Required Lenders, the Majority Secured Parties or all Secured Partiesas applicable, as the case may be, as it Agent deems appropriate or and, if it so requests, it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which that may be incurred by it by reason of taking or continuing to take any such action. The Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the or any other Operative Agreements Loan Document in accordance with a request or consent of the Majority Lenders or the Required Lenders, the Majority Secured Parties as applicable, (or all Secured Parties, as the case may be, Lenders if so required hereunder) 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 Notes (Lenders. For purposes of determining compliance with the conditions specified in Section 4.01, each Lender that has executed and delivered this Agreement shall be deemed to have consented to, approved, or all Secured Partiesaccepted, as 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 case may be)Agent shall have received written notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Reliance by the Agent. The Agent shall be entitled to rely, and shall be fully protected in relying, upon any Notenote, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel (including including, without limitation limitation, counsel to the Borrower or the LesseeBorrower), independent accountants and other experts selected by the Agent. The Agent may deem and treat the payee of any Note as the owner thereof for all purposes unless a written notice of assignment, negotiation or transfer thereof such Note shall have been filed transferred in accordance with the AgentSection 13.10. The Agent shall be fully justified in failing or refusing to take any action under this Agreement or any and the other Operative Agreement Loan Documents unless it shall first receive such advice or concurrence of the Majority Required Lenders (or, when expressly required hereby or by the relevant other Loan Document, all the Lenders, the Majority Secured Parties or all Secured Parties, as the case may be, ) as it deems appropriate or and it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such actionaction except for its own gross negligence or willful misconduct. The Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the other Operative Agreements Notes in accordance with a request of the Majority Required Lenders (or, when expressly required hereby, all the Lenders, the Majority Secured Parties or all Secured Parties, as the case may be), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the Notes (or all Secured Parties, as the case may be)Notes.

Reliance by the Agent. The Agent shall be entitled to may rely, and shall will be fully protected in relying, upon any Note, writing, resolution, notice, consent, certificate, affidavit, letter, telecopyfacsimile, telex or teletype message, statement, order or other document or any conversation believed by it believes to be genuine and correct and to have been signed, sent sent, made or made spoken by the proper Person or Persons and upon advice and statements of legal counsel (including without limitation counsel to the Borrower or the Lesseeany other Person), independent accountants accountants, and any other experts selected by the Agentexpert it selects. The Agent may deem and treat the payee of any Note Trust Certificate Purchaser which is a party to this Agreement as the owner thereof a Trust Certificate Purchaser for all purposes unless a written notice of assignment, negotiation assignment or transfer thereof shall have of such Trust Certificate Purchaser's interest has been filed with delivered to the Agent. The Agent shall be is fully justified in failing or refusing to take any action under this Agreement or any other Operative Agreement unless it shall has first receive such received any advice or concurrence of the Majority Lenders, the Majority Secured Parties Certificate Holders or all Secured PartiesCertificate Holders, as the case may be, as it deems appropriate or it shall has first be been indemnified to its satisfaction by the Lenders Trust Certificate Purchasers against any and all liability and expense which that it may be incurred by it incur by reason of taking or continuing to take any such action. The Agent shall is in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the or any other Operative Agreements Agreement in accordance with a request of the Majority Lenders, the Majority Secured Parties Certificate Holders or all Secured PartiesCertificate Holders, as the case may be, and such and any action taken or failure to act pursuant thereto shall be is binding upon all the Lenders Trust Certificate Purchasers and all future holders of the Notes (or all Secured Parties, as the case may be)Certificate Holders.

Reliance by the Agent. The Agent shall be entitled to may rely, and shall will be fully protected in relying, upon any Note, writing, resolution, notice, consent, certificate, affidavit, letter, telecopyfacsimile, telex or teletype message, statement, order or other document or conversation believed by it believes 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 Borrower or the Lessee), independent accountants accountants, and any other experts selected by the Agentexpert it selects. The Agent may deem and treat the payee of any Note as the owner thereof for all purposes unless a written notice of assignment, negotiation or transfer thereof shall have has been filed with delivered to the Agent. The Agent shall be is fully justified in failing or refusing to take any action under this Agreement or any other Operative Agreement unless it shall has first receive such received any advice or concurrence of the Majority Lenders, the Majority Secured Parties or all Secured Parties, as the case may be, as it deems appropriate or it shall has first be been indemnified to its satisfaction by the Lenders against any and all liability and expense which that it may be incurred by it incur by reason of taking or continuing to take any such action. The Agent shall is in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the or any other Operative Agreements Agreement in accordance with a request of the Majority Lenders, the Majority Secured Parties or all Secured Parties, as the case may be, and such and any action taken or failure to act pursuant thereto shall be is binding upon all the Lenders and all future holders of the Notes (or all Secured Parties, as the case may be).

Reliance by the Agent. (a) The Agent shall be entitled to rely, and shall be fully protected in relying, upon any Note, writing, communication, signature, resolution, representation, notice, consent, certificate, affidavit, letter, telecopytelegram, facsimile, telex or teletype telephone message, statementelectronic mail message, order statement or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons Persons, and upon advice and statements of legal counsel (including without limitation counsel to the Borrower or the Lesseeany other Person party to any Loan Document), independent accountants and other experts selected by the Agent. The Agent may deem and treat the payee of any Note as the owner thereof for all purposes unless a written notice of assignment, negotiation or transfer thereof shall have been filed with the Agent. The Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Operative Agreement Loan Document unless it shall first receive such advice or concurrence of the Majority Required Lenders (or all Lenders, the Majority Secured Parties or all Secured Parties, as applicable) as the case may be, as it Agent deems appropriate or and, if the Agent so requests, it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it the Agent by reason of taking or continuing to take any such action. The Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the or any other Operative Agreements Loan Document in accordance with a request or consent of the Majority Required Lenders or all Lenders, the Majority Secured Parties or all Secured Parties, as the case may beif required hereunder, and such request and any action taken or failure to act pursuant thereto shall be binding upon all of the Lenders and Participants. Where this Agreement expressly permits or prohibits an action unless the Required Lenders otherwise determine, the Agent shall, and in all future holders other instances, the Agent may, but shall not be required to, initiate any solicitation for the consent or a vote of the Notes (or all Secured Parties, as the case may be)Lenders.

Reliance by the Agent. The Agent shall be entitled to rely, and shall --------------------- be fully protected in relying, upon any Notenote, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel (including including, without limitation limitation, counsel to the Borrower or the LesseeBorrower), the Accountants and independent accountants and other experts selected by the Agent. The Agent may deem and treat the payee of any Note as the owner thereof for all purposes unless a written notice of assignment, negotiation or transfer thereof shall have been filed with the Agent. The Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Operative Agreement Loan Document unless it shall first receive such advice or concurrence of the Majority Lenders, the Majority Secured Parties Lenders or all Secured Parties, as the case may beLenders, as it deems appropriate appropriate, or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense (except to the extent incurred as a result of the Agent's gross negligence or willful misconduct) which may be incurred by it by reason of taking or continuing to take any such action. The Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the Notes and the other Operative Agreements Loan Documents in accordance with a request of the Majority Lenders or all Lenders, the Majority Secured Parties or all Secured Parties, as the case may bebe required, and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all assignees thereof, including all future holders of the Notes (or all Secured Parties, as the case may be)Notes.

Reliance by the Agent. The Agent shall be entitled to rely, and shall be fully protected in relying, upon any Note, writing, resolution, notice, consent, certificate, affidavit, opinion, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the a proper Person or Persons and upon advice and statements of legal counsel (including without limitation counsel to the Borrower or the Lesseeany Credit Party), independent accountants and other experts selected by the such Agent. The Agent may deem and treat each Lender or the payee of any Note Person designated in the last notice filed with the Agent under this Section, as the owner thereof for holder of all purposes unless a of the interests of such Lender in its Loans, until written notice of assignmenttransfer, negotiation signed by such Lender (or transfer thereof the Person designated in the last notice filed with the Agent) and by the Person designated in such written notice of transfer, in form and substance satisfactory to the Agent and otherwise in accordance herewith, shall have been filed with the Agent. The Agent shall be under no duty to examine or pass upon the validity, effectiveness, enforceability or genuineness of the Loan Documents or any instrument, document or communication furnished pursuant thereto or in connection therewith, and Agent shall be entitled to assume that the same are valid, effective and genuine, have been signed or sent by the proper parties and are what they purport to be. Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Operative Agreement the Loan Documents unless it shall first receive such advice or concurrence of the Majority Lenders, the Majority Secured Parties or all Secured Parties, as the case may be, Required Lenders as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such actionappropriate. The Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the other Operative Agreements Loan Documents in accordance with a request or direction of the Majority Required Lenders, the Majority Secured Parties or all Secured Parties, as the case may be, and such request or direction and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the Notes (or all Secured Parties, as the case may be)Loans.

Reliance by the Agent. The Agent shall be entitled to rely, and shall be fully protected in relying, upon any Note, writing, resolution, notice, consent, certificate, affidavit, letter, telecopy, telex or teletype message, statement, order or other document or conversation writing 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 the advice and statements of legal counsel (including without limitation including, without, limitation, counsel to the Borrower or the LesseeBorrower), independent accountants and other experts selected by the Agent. The Agent may deem and treat the payee of any Note as the owner thereof for all purposes unless a written notice of assignment, negotiation or transfer thereof shall have been filed with the Agent. The Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Operative Agreement Loan Document unless it shall first receive such advice or concurrence of the Majority Requisite Lenders (or all the Lenders, if and to the Majority Secured Parties or all Secured Parties, as the case may be, extent required pursuant to Section 11.4.1 hereof) as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of the taking or continuing failing to take any such action. The Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the other Operative Agreements Loan Documents in accordance with a any written request of the Majority Requisite Lenders, and each such request of the Majority Secured Parties or all Secured PartiesRequisite Lenders, as the case may be, and such and any action taken or failure to act by the Agent pursuant thereto thereto, shall be binding upon all the Lenders and all future holders of the Notes (Lenders; provided, however, that the Agent shall not be required in any event to act, or all Secured Partiesto refrain from acting, as in any manner which is contrary to the case may be)Loan Documents or to applicable law.

Reliance by the Agent. The Agent shall be entitled to rely, and shall be fully protected in relying, upon any Note, writing, resolution, notice, consent, certificate, affidavit, letter, telecopytelegram, telex facsimile, telex, or teletype telephone message, statement, order or other document or conversation believed by it to be genuine and correct and to have been signed, sent sent, or made by the proper Person or Persons Persons, and upon advice and statements of legal counsel (including without limitation counsel to the Borrower or the Lesseeany Loan Party), independent accountants and other experts selected by the Agent. The Agent may deem and treat the payee of any Note as the owner thereof for all purposes unless a written notice of assignment, negotiation or transfer thereof shall have been filed with the Agent. The Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Operative Agreement Loan Document unless it shall first receive such advice or concurrence of the Majority Lenders, the Majority Secured Parties or all Secured Parties, as the case may be, 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 which may be incurred by it by reason of taking or continuing to take any such action. The Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the or any other Operative Agreements Loan Document in accordance with a request or consent of the Majority Lenders, the Majority Secured Parties Lenders (or all Secured Parties, as the case may be, Lenders if so required by SECTION 13.2) 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 Notes (Lenders. For purposes of determining compliance with the conditions specified in SECTION 10.1, each Lender that has executed this Agreement shall be deemed to have consented to, approved, or all Secured Partiesaccepted or to be satisfied with, as each document or other matter either sent by the case may be)Agent to such Lender for consent, approval, acceptance, or satisfaction, or required thereunder to be consented to or approved by or acceptable or satisfactory to the Lender.

Reliance by the Agent. The Agent shall be entitled to rely, and shall be fully protected in relying, upon any Note, writing, resolution, notice, consent, certificate, affidavit, letter, telecopy, telex or teletype message, statement, order or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the 10 188 proper Person or Persons and upon advice and statements of legal counsel (including without limitation counsel to the Borrower or the Lessee), independent accountants and other experts selected by the Agent. The Agent may deem and treat the payee of any Note as the owner thereof for all purposes unless a written notice of assignment, negotiation or transfer thereof shall have been filed with the Agent. The Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Operative Agreement unless it shall first receive such advice or concurrence of the Majority Lenders, the Majority Secured Parties or all Secured Parties, as the case may be, as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the other Operative Agreements in accordance with a request of the Majority Lenders, the Majority Secured Parties or all Secured Parties, as the case may be, and such and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the Notes (or all Secured Parties, as the case may be).

Reliance by the Agent. The Agent shall be entitled to rely, and shall be fully protected in relying, upon any Note, writing, resolution, notice, consent, certificate, affidavit, letter, telecopytelegram, facsimile, telex or teletype telephone message, statement, order statement or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons Persons, and upon advice and statements of legal counsel (including without limitation counsel to the Borrower or the LesseeBorrowers), independent accountants and other experts selected by the Agent. The Agent may deem and treat the payee of any Note as the owner thereof for all purposes unless a written notice of assignment, negotiation or transfer thereof shall have been filed with the Agent. The Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Operative Agreement Loan Document unless it shall first receive such advice or concurrence of the Majority Lenders, the Majority Secured Parties or all Secured Parties, as the case may be, 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 which may be incurred by it by reason of taking or continuing to take any such action. The Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the or any other Operative Agreements Loan Document in accordance with a request or consent of the Majority Lenders, the Majority Secured Parties Lenders (or all Secured Parties, as the case may be, Lenders if so required by SECTION 11.1) 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 Notes (or all Secured Parties, as the case may be)Lenders.

Reliance by the Agent. The Agent shall be entitled to rely, and shall be fully protected in relying, upon any Note, writing, resolution, notice, consentstatement, certificateconsent or other communication (including, affidavitwithout limitation, letterany thereof by telephone, telecopy, telex telex, telegram or teletype message, statement, order or other document or conversation cable) believed by it in good faith to be genuine and correct and to have been signed, sent or made by the proper Person 101 108 or Persons and upon advice and statements of legal counsel (including without limitation counsel to the Borrower or the Lessee), independent accountants and other experts selected by the AgentPersons. The Agent may deem and treat the payee of any Note each Lender as the owner thereof of its interest hereunder for all purposes hereof unless and until a written notice of the assignment, negotiation or transfer thereof shall have been filed given to the Agent in accordance with the Agentprovisions of this Agreement. The Agent shall be fully justified in failing entitled to refrain from taking or refusing omitting to take any action under in connection with this Agreement or any other Operative Loan Document (i) if such action or omission would, in the reasonable opinion of the Agent, violate any applicable law or any provision of this Agreement or any other Loan Document or (ii) unless and until it shall first receive have received such advice or concurrence of the Majority Required Lenders (or, where a higher percentage of the Lenders is expressly required hereunder, such Lenders, the Majority Secured Parties or all Secured Parties, as the case may be, ) as it deems appropriate or it shall first be have been indemnified to its satisfaction by the Lenders against any and all liability and expense which that may be incurred by it by reason of taking taking, continuing to take or continuing omitting to take any such action. The Without limiting the foregoing, no Lender shall have any right of action whatsoever against the Agent shall in all cases be fully protected in acting, as a result of the Agent's acting or in refraining from acting, acting hereunder or under this Agreement and the any other Operative Agreements Loan Document in accordance with a request the instructions of the Majority Required Lenders (or, where a higher percentage of the Lenders is expressly required hereunder, such Lenders, the Majority Secured Parties or all Secured Parties, as the case may be), and such instructions and any action taken or failure to act pursuant thereto shall be binding upon all of the Lenders and (including all future holders of the Notes (or all Secured Parties, as the case may besubsequent Lenders).

Reliance by the Agent. The Agent shall be entitled to rely, and shall be fully protected in relying, upon any Note, writing, resolution, notice, consent, certificate, affidavit, letter, telecopy, telex or teletype message, statement, order or other document or conversation believed by it in good faith to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel (including without limitation counsel to the Borrower or the Lessee), independent accountants and other experts selected with due care by the Agent. The Agent may deem and treat the payee of any Note as the owner thereof for all purposes unless a written notice of assignment, negotiation or transfer thereof shall have been filed with the Agent. The Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Operative Agreement unless it shall first receive such advice or concurrence of the Majority Lenders, the Majority Secured Parties or all Secured Parties, as the case may be, as it reasonably deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the other Operative Agreements in accordance with a request of the Majority Lenders, the Majority Secured Parties or all Secured Parties, as the case may be, and such and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the Notes (or all Secured Parties, as the case may be).