Common use of Reliance by Agent Clause in Contracts

Reliance by Agent. Agent shall be entitled to rely, and shall be fully protected in relying, upon any note, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex 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 Borrowers), independent accountants and other experts selected by Agent. Agent may deem and treat the payee of any promissory note issued pursuant to this Agreement as the owner thereof for all purposes unless such promissory note shall have been transferred in accordance with Section 11.10 hereof. Agent shall be fully justified in failing or refusing to take any action under this Agreement and the other Loan Documents unless it shall first receive such advice or concurrence of Requisite Lenders as it deems appropriate or it shall first be indemnified to its satisfaction by 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 except for its own gross negligence or willful misconduct. Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement in accordance with a request of Requisite Lenders, and such request and any action taken or failure to act pursuant thereto shall be binding upon all Lenders.

Reliance by Agent. Agent shall be entitled to rely, and shall be fully protected in relying, upon any note, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex 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 BorrowersBorrower), independent accountants and other experts selected by Agent. Agent may deem and treat the payee of any promissory note issued pursuant to this Agreement as the owner thereof for all purposes unless such promissory note shall have been transferred in accordance with Section 11.10 hereof. Agent shall be fully justified in failing or refusing to take any action under this Agreement and the other Loan Documents unless it shall first receive such advice or concurrence of the Requisite Lenders as it deems appropriate or it shall first be indemnified to its satisfaction by 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 except for its own gross negligence or willful misconduct. Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement in accordance with a request of the Requisite Lenders, and such request and any action taken or failure to act pursuant thereto shall be binding upon all Lenders.

Reliance by Agent. Agent shall be entitled to rely, and shall be fully protected in relying, upon any note, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex 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 Borrowers), independent accountants and other experts selected by Agent. Agent may deem and treat the payee of any promissory note issued pursuant to this Agreement Note as the owner thereof for all purposes unless such promissory note Note shall have been transferred in accordance with Section 11.10 13.9 hereof. Agent shall be fully justified in failing or refusing to take any action under this Agreement and the other Loan Documents unless it shall first receive such advice or concurrence of the Requisite Lenders (or, when expressly required hereby or by the relevant other Loan Document, all the Lenders) as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action except for its own gross negligence or willful misconduct. Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the Notes in accordance with a request of the Requisite Lenders (or, when expressly required hereby, all the Lenders), and such request and any action taken or failure to act pursuant thereto shall be binding upon all Lendersthe Lenders and all future holders of the Notes.

Reliance by Agent. (a) The Agent shall be entitled to rely, and shall be fully protected in relying, upon any note, writing, resolution, notice, consent, certificate, affidavit, letter, cablegramfacsimile, telegram, telecopy, 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 and upon any advice and statements of legal counsel (including, without limitation, including counsel to Borrowersthe Company), independent accountants and other experts selected by the Agent. Agent may deem and treat the payee of any promissory note issued pursuant to this Agreement as the owner thereof for all purposes unless such promissory note shall have been transferred in accordance with Section 11.10 hereof. The Agent shall be fully justified in failing or refusing to take any action under this Agreement and the or any other Loan Documents Document unless it shall first receive such advice or concurrence of Requisite the Required 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 except for its own gross negligence or willful misconductaction. Except to the extent expressly provided in Section 12.02, the Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Loan Document in accordance with a request or the consent of Requisite Lenders, the Required Lenders and such request or consent and any action taken or failure to act pursuant thereto shall be binding upon all Lendersthe Lenders and all future holders of the Loans or any portion thereof.

Reliance by 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, without limitation, including counsel to Borrowersthe Borrowers or any of its Subsidiaries), independent accountants and other experts selected by the Agent. The Agent may deem and treat the payee of any promissory note issued pursuant to this Agreement Note as the owner thereof for all purposes unless such promissory note Note shall have been transferred in accordance with Section 11.10 hereofSECTION 13.1. The Agent shall be fully justified in failing or refusing to take any action under this Agreement and the other Loan Documents unless it shall first receive such advice or concurrence of Requisite the 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 action except for its own gross negligence or willful misconductaction. The Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the Notes in accordance with a request of Requisite the Required Lenders, and such request and any action taken or failure to act pursuant thereto shall be binding upon all Lendersthe Lenders and all future holders of the Notes.

Reliance by Agent. The Agent and the Managing Agents shall in all cases be entitled to rely, and shall be fully protected in relying, upon any note, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex 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 BorrowersSeller), independent accountants and other experts selected by the Agent or any Managing Agent. The Agent may deem and treat the payee of any promissory note issued pursuant to this Agreement as the owner thereof for Managing Agents shall in all purposes unless such promissory note shall have been transferred in accordance with Section 11.10 hereof. Agent shall cases be fully justified in failing or refusing to take any action under this Agreement and the or any other Loan Documents Transaction Document unless it shall first receive such advice or concurrence of Requisite Lenders the Conduits or the Required Financial Institutions or all of the Purchasers, as it deems applicable, as they deem appropriate or it and they shall first be indemnified to its their satisfaction by Lenders against the Purchasers, provided that unless and until the Agent or any and all liability and expense which may be incurred by it by reason of taking Managing Agent shall have received such advice, or continuing unless the Required Financial Institutions or each Managing Agent, as applicable, shall have directed the Agent to take or refrain from taking any action, the Agent or such action except for its own gross negligence Managing Agent may take or willful misconductrefrain from taking any action, as the Agent or such Managing Agent shall deem advisable and in the best interests of the Purchasers. The Agent and the Managing Agents shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement in accordance with a request of Requisite Lendersthe related Conduits or the Required Financial Institutions or all of the Purchasers, as applicable, and such request and any action taken or failure to act pursuant thereto shall be binding upon all Lendersthe Purchasers.

Reliance by 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, without limitation, counsel to Borrowersthe Borrower), independent accountants and other experts selected by the Agent. The Agent may deem and treat the payee of any promissory note issued pursuant to this Agreement Note as the owner thereof for all purposes unless such promissory note a written notice of assignment, negotiation or transfer thereof shall have been transferred in accordance filed with Section 11.10 hereofthe Agent. The Agent shall be fully justified in failing or refusing to take any action under this Agreement and the or any other Loan Documents Document unless it shall first receive such advice or concurrence of Requisite Lenders the Required Banks as it deems appropriate or it shall first be indemnified to its satisfaction by Lenders the Banks against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action except for its own gross negligence or willful misconductaction. 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 Loan Documents in accordance with a request of Requisite Lendersthe Required Banks, and such request and any action taken or failure to act pursuant thereto shall be binding upon all Lendersthe Banks and all future holders of the Notes.

Reliance by 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, cablegram, telegram, 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 Borrowersthe Company), independent accountants and other experts selected by the Agent. The Agent may deem and treat the payee of Lender specified in the Register with respect to any promissory note issued pursuant to this Agreement amount owing hereunder as the owner thereof for all purposes unless such promissory note a written notice of assignment, negotiation or transfer thereof shall have been transferred in accordance filed with Section 11.10 hereofthe Agent. The Agent shall be fully justified in failing or refusing to take any action under this Agreement and the other Loan Documents unless it shall first receive such advice or concurrence of Requisite the Majority Lenders as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action except for its own gross negligence or willful misconductaction. The Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement in accordance with a request of Requisite the Majority Lenders (or, to the extent that this Agreement expressly requires a higher percentage of Lenders, such higher percentage), and such request and any action taken or failure to act pursuant thereto shall be binding upon all Lendersthe Lenders and all future holders of the obligations owing by the Company hereunder.

Reliance by 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, without limitation, counsel to Borrowersthe Borrower or any Subsidiary), independent accountants and other experts selected by the Agent. Agent The agent may deem and treat the payee of any promissory note issued pursuant to this Agreement Note as the owner thereof for all purposes unless such promissory note a written notice of assignment, negotiation or transfer thereof shall have been transferred in accordance filed with Section 11.10 hereofthe Agent. The Agent shall be fully justified in failing or refusing to take any action under this Agreement and the other Loan Documents unless it shall first receive such advice or concurrence of Requisite Lenders the Required Banks as it deems they deem appropriate or it they shall first be indemnified to its satisfaction by Lenders the Banks against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action except for its own gross negligence or willful misconductaction. The Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement Agreement, the Notes and the other Loan Documents in accordance with a request of Requisite Lendersthe Required Banks, and such request and any action taken or failure to act pursuant thereto shall be binding upon all Lendersthe Banks and all future holders of the Notes.

Reliance by Agent. (a) Agent shall be entitled to rely, and shall be fully protected in relying, upon any note, writing, communication, signature, resolution, representation, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopyfacsimile, telex 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, including counsel to Borrowersany Obligor), independent accountants and other experts selected by Agent. Agent may deem and treat the payee of any promissory note issued pursuant to this Agreement as the owner thereof for all purposes unless such promissory note shall have been transferred a reasonable and practicable amount of time to act upon any instruction, notice or other communication under any Loan Document and shall not be liable for any delay in accordance with Section 11.10 hereofacting. Agent shall be fully justified in failing or refusing to take any action under this Agreement and the other any Loan Documents Document unless it shall first receive such advice or concurrence of Requisite Required Lenders as it deems appropriate or and, if it so requests, it shall first be indemnified to its satisfaction by Lenders Secured Parties against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action except for its own gross negligence or willful misconductaction. Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Loan Document in accordance with a request or consent of Requisite Lenders, Required Lenders (or such greater number of Lenders as may be expressly required hereby in any instance) and such request and any action taken or failure to act pursuant thereto shall be binding upon all LendersSecured Parties. Notwithstanding the foregoing, Agent shall not be required to take, or to omit to take, any action that is, in the opinion of Agent or its counsel, contrary to any Loan Document or Applicable Law.

Reliance by 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, without limitation, counsel to Borrowersthe Lessor, the Guarantor or the Lessee), independent accountants and other experts selected by the Agent. The Agent may deem and treat the payee of any promissory note issued pursuant to this Agreement Note as the owner thereof for all purposes unless such promissory note a written notice of assignment, negotiation or transfer thereof shall have been transferred in accordance filed with Section 11.10 hereofthe Agent. The Agent shall be fully justified in failing or refusing to take any action under this Loan Agreement and the or any other Loan Documents Operative Document unless it shall first receive such advice or concurrence of Requisite Lenders the Required Funding Parties as it deems appropriate or it shall first be indemnified to its satisfaction by Lenders the Funding Parties against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action except for its own gross negligence or willful misconductaction. The Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Loan Agreement and the other Operative Documents in accordance with a request of Requisite the Required Lenders, and such request and any action taken or failure to act pursuant thereto shall be binding upon all Lendersthe Lenders and all future holders of the Notes.

Reliance by 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, cablegramtelecopy, telegram, telecopyelectronic image scan transmission, 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, any counsel to Borrowersthe Borrower), independent accountants and other experts selected by the Agent. The Agent may deem and treat the payee of Lender specified in the Register with respect to any promissory note issued pursuant to this Agreement amount owing hereunder as the owner thereof for all purposes unless such promissory note a written notice of assignment, negotiation or transfer thereof shall have been transferred in accordance filed with Section 11.10 hereofthe Agent. The Agent shall be fully justified in failing or refusing to take any action under this Agreement and the or any other Loan Documents Document unless it shall first receive such advice or concurrence of Requisite the Majority Lenders as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action except for its own gross negligence or willful misconductaction. The Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Loan Document in accordance with a request of Requisite the Majority Lenders (or to the extent that this Agreement expressly requires a higher percentage of Lenders, such higher percentage) and such request and any action taken or failure to act pursuant thereto shall be binding upon all Lendersthe Lenders and all future holders of the obligations owing by the Borrower hereunder.

Reliance by 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, 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, without limitation, counsel to Borrowersthe Companies), independent accountants and other experts selected by the Agent. The Agent may deem and treat the payee of any promissory note issued pursuant to this Agreement Note as the owner thereof for all purposes unless such promissory note the Agent shall have been transferred in accordance with Section 11.10 hereofactual notice of any transferee. The Agent shall be fully justified in failing or refusing to take any action under this Agreement and the other Loan Transaction Documents unless it shall first receive such advice or concurrence of Requisite Lenders the Required Holders (or, when expressly required hereby, all the Holders) as it deems appropriate or it shall first be indemnified to its satisfaction by Lenders the Holders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action 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 Transaction Documents in accordance with a request of Requisite Lendersthe Required Holders (or, when expressly required hereby, all the Holders), and such request and any action taken or failure to act pursuant thereto shall be binding upon all Lendersthe Holders and all future Holders.

Reliance by Agent. The Agent shall be entitled to rely, and shall be fully protected in relying, upon any noteinstrument, 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, without limitation, including counsel to Holdings or the Borrowers), independent accountants and other experts selected by the Agent. The Agent may deem and treat the payee of any promissory note issued pursuant to this Agreement Note as the owner thereof for all purposes unless such promissory note a written notice of assignment, negotiation or transfer thereof shall have been transferred in accordance filed with Section 11.10 hereofthe Agent. The Agent shall be fully justified in failing or refusing to take any action under this Agreement and the or any other Loan Documents Document unless it shall first receive such advice or concurrence of Requisite the Required Lenders (or, if so specified by this Agreement, the Supermajority Lenders or all 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 that may be incurred by it by reason of taking or continuing to take any such action except for its own gross negligence or willful misconductaction. The 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 Requisite the Required Lenders (or, if so specified by this Agreement, the Supermajority Lenders or all Lenders), and such request and any action taken or failure to act pursuant thereto shall be binding upon all Lendersthe Lenders and all future holders of the Advances.

Reliance by Agent. The Agent shall be entitled to rely, and shall be fully protected in relying, upon any noteTerm Note, 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, without limitation, counsel to Borrowersany member of the Partnership Group), independent accountants and other experts selected by the Agent. The Agent may deem and treat the payee of any promissory note issued pursuant to this Agreement Term Note as the owner thereof for all purposes unless such promissory note a written notice of assignment, negotiation or transfer in respect thereof shall have been transferred in accordance filed with Section 11.10 hereofthe Agent. The Agent shall be fully justified in failing or refusing to take any action under this Agreement and Agreement, the Mortgages or any other Loan Documents Restructuring Document unless it shall first receive such advice or concurrence of Requisite Lenders the Banks as it deems appropriate or it shall first be indemnified to its satisfaction by Lenders the Banks against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action except for its own gross negligence or willful misconductaction. The Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement Agreement, the Mortgages and any other Restructuring Document in accordance with a request of Requisite Lendersthe Required Banks, and such request and any action taken or failure to act pursuant thereto shall be binding upon all Lendersthe Banks and their successors and assigns.

Reliance by 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, telecopyfacsimile, 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 one or more of the Borrowers), independent accountants and other experts selected by such Agent. The Agent may deem and treat the payee of any promissory note issued pursuant to this Agreement Note as the owner thereof for all purposes unless such promissory note a written notice of assignment, negotiation or transfer thereof shall have been transferred in accordance filed with Section 11.10 hereofthe Agent. The Agent shall be fully justified in failing or refusing to take any action under this Agreement and or the other Loan Documents unless it shall first receive such advice or concurrence of Requisite Lenders the Required Banks as it deems appropriate or it shall first be indemnified to its satisfaction by Lenders the Banks against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action except for its own gross negligence or willful misconductaction. The Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement Agreement, the Notes or the other Loan Documents in accordance with a request of Requisite Lendersthe Required Banks, and such request and any action taken or failure to act pursuant thereto shall be binding upon all Lendersthe Banks and all future holders of the Notes.

Reliance by 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, without limitation, counsel to Borrowersthe Company), independent accountants and other experts selected by the Agent. The Agent may deem and treat the payee of any promissory note issued pursuant to this Agreement Note as the owner thereof for all purposes unless such promissory note a written notice of assignment, negotiation or transfer thereof shall have been transferred in accordance filed with Section 11.10 hereofthe Agent. The Agent shall be fully justified in failing or refusing to take any action under this Agreement and the or any other Loan Documents Document unless it shall first receive such advice or concurrence of Requisite the Required Lenders or (if required) the Lenders as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action except for its own gross negligence or willful misconductaction. The 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 Requisite the Required Lenders or (if required) the Lenders, and such request and any action taken or failure to act pursuant thereto shall be binding upon all Lendersthe Lenders and all future holders of the Loans.

Reliance by Agent. The Agent shall be entitled to rely, and shall be fully protected in relying, upon any noteinstrument, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex facsimile or teletype messageElectronically submitted Communication, 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, including counsel to Borrowersthe Borrower), independent accountants and other experts selected by the Agent. The Agent may deem and treat the payee of any promissory note issued pursuant to this Agreement Note as the owner thereof for all purposes unless such promissory note a written notice of assignment, negotiation or transfer thereof shall have been transferred in accordance filed with Section 11.10 hereofthe Agent. The Agent shall be fully justified in failing or refusing to take any action under this Agreement and the or any other Loan Documents Document unless it shall first receive such advice or concurrence of Requisite the Required Lenders (or, if so specified by this Agreement, all 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 which that may be incurred by it by reason of taking or continuing to take any such action except for its own gross negligence or willful misconductaction. The 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 Requisite the Required Lenders (or, if so specified by this Agreement, all affected Lenders), and such request and any action taken or failure to act pursuant thereto shall be binding upon all Lendersthe Lenders and all future holders of the Loans.

Reliance by Agent. The Agent shall be entitled to rely, and shall be fully protected in relying, upon any noteRevolving Note, any Term Note, 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, without limitation, counsel to Borrowersany Loan Party), independent accountants and other experts selected by the Agent. The Agent may deem and treat the payee of any promissory note issued pursuant to this Agreement Revolving Note or any Term Note as the owner thereof for all purposes unless such promissory note the Agent shall have been transferred received an executed Transfer Supplement in accordance with Section 11.10 hereofrespect thereof. The Agent shall be fully justified in failing or refusing to take any action under this Agreement and the or any other Loan Documents Document unless it shall first receive such advice or concurrence of Requisite the 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 action except for its own gross negligence or willful misconductaction. The 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 Requisite the Required Lenders, and such request and any action taken or failure to act pursuant thereto shall be binding upon all Lendersthe Lenders and all future holders of the Revolving Notes and all future holders of the Term Notes.

Reliance by Agent. (a) The Agent shall be entitled to rely, and shall be fully protected in relying, upon any note, writing, resolution, notice, consent, certificate, affidavit, letter, cablegramfacsimile, telegram, telecopy, 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 and upon any advice and statements of legal counsel (including, without limitation, including counsel to Borrowersthe Company), independent accountants and other experts selected by the Agent. Agent may deem and treat the payee of any promissory note issued pursuant to this Agreement as the owner thereof for all purposes unless such promissory note shall have been transferred in accordance with Section 11.10 hereof. The Agent shall be fully justified in failing or refusing to take any action under this Agreement and the or any other Loan Documents Document unless it shall first receive such advice or concurrence of Requisite the Required 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 except for its own gross negligence or willful misconductaction. Except to the extent expressly provided in Section 11.02, ------------- the Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Loan Document in accordance with a request or the consent of Requisite Lenders, the Required Lenders and such request or consent and any action taken or failure to act pursuant thereto shall be binding upon all Lendersthe Lenders and all future holders of the Loans or any portion thereof.

Reliance by 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, cablegram, telegram, 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 Borrowersthe Company), independent accountants and other experts selected by the Agent. The Agent may deem and treat the payee of Lender specified in the Register with respect to any promissory note issued pursuant to this Agreement amount owing hereunder as the owner thereof for all purposes unless such promissory note a written notice of assignment, negotiation or transfer thereof shall have been transferred in accordance filed with Section 11.10 hereofthe Agent. The Agent shall be fully justified in failing or refusing to take any action under this Agreement and the other Loan Documents unless it shall first receive such advice or concurrence of Requisite the Majority Lenders as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action except for its own gross negligence or willful misconductaction. The Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement in accordance with a request of Requisite the Majority Lenders (or, to the extent that this Agreement expressly requires a higher percentage of Lenders, such higher percentage), and such request and any action taken or failure to act pursuant thereto shall be binding upon all Lendersthe Lenders and all future holders of the obligations owing by any Borrower hereunder.

Reliance by Agent. (a) The Lenders agree that Agent shall be entitled to rely, and shall be fully protected in relying, upon any note, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopyfacsimile, 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, including counsel to BorrowersBorrower), independent accountants and other experts selected by Agent. Agent may deem and treat at any time request instructions from the payee Lenders with respect to actions or approvals (including the failure to act or approve) which by the terms of any promissory note issued pursuant of the Loan Documents Agent is permitted or required to this Agreement as the owner thereof for all purposes unless such promissory note shall have been transferred in accordance with Section 11.10 hereoftake or to grant. The Lenders agree that Agent shall be fully justified in failing or refusing to take any action under this Agreement and the or any other Loan Documents Document unless it shall first receive such advice or concurrence of Requisite the Required 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 except for its own gross negligence or willful misconductaction. The Lenders agree that Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Loan Document in accordance with a request or consent of Requisite Lenders, the Required Lenders and such request or consent and any action taken or failure to act pursuant thereto shall be binding upon all of the Lenders.

Reliance by Agent. Agent shall be entitled to rely, and shall be fully protected in relying, upon any note, writing, communication, signature, resolution, representation, notice, consent, certificate, electronic mail message, affidavit, letter, cablegram, telegram, telecopyfacsimile, 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, including counsel to BorrowersBorrower), independent accountants and other experts selected by Agent. Agent may deem and treat the payee of any promissory note issued pursuant to this Agreement as the owner thereof for all purposes unless such promissory note shall have been transferred in accordance with Section 11.10 hereof. Agent shall be fully justified in failing or refusing to take any action under this Loan Agreement and the or any other Loan Documents Document unless it shall first receive such advice or concurrence of Requisite the Required Lenders as it deems appropriate or and, if it shall first be indemnified so requests, confirmation from the Lenders of their obligation to its satisfaction by Lenders indemnify Agent against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action except for its own gross negligence or willful misconductaction. Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Loan Agreement or any other Loan Document in accordance with a request or consent of Requisite Lenders, the Required Lenders and such request and any action taken or failure to act pursuant thereto shall be binding upon all Lenderseach Lender. Solely for purposes of determining compliance with the conditions specified in Section 10.1, each Lender that has signed this 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 Agent shall have received written notice from such Lender prior to the proposed Closing Date specifying its objection thereto. Portions herein identified by [*****] have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. A complete copy of this document has been filed separately with the Securities and Exchange Commission.

Reliance by Agent. Agent shall be entitled to rely, and shall be fully protected in relying, upon any note, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopytelefacsimile or other electronic method of transmission, telex or teletype telephone message, statement, order statement or other document or conversation believed by it in good faith 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, including an opinion of counsel to BorrowersBorrowers or advice of counsel to any Lender), independent accountants and other experts selected by Agent. Agent may deem and treat the payee of any promissory note issued pursuant to this Agreement as the owner thereof for all purposes unless such promissory note shall have been transferred in accordance with Section 11.10 hereof. Agent shall be fully justified in failing or refusing to take any action under this Agreement and the or any other Loan Documents Document unless it Agent shall first receive such advice or concurrence of Requisite the Lenders as it deems appropriate and until such instructions are received, Agent shall act, or refrain from acting, as it deems advisable. If Agent so requests, it shall first be indemnified to its reasonable satisfaction by the Lenders (and, if it so elects, the Bank Product Providers) 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 except for its own gross negligence or willful misconductaction. Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Loan Document in accordance with a request or consent of Requisite the Required Lenders (or Supermajority Lenders or all Lenders, as required by Section 14.1) and such request and any action taken or failure to act pursuant thereto shall be binding upon all Lendersof the Lenders (and Bank Product Providers).

Reliance by Agent. The Agent shall be entitled to rely, and shall be fully protected in relying, upon on any note, 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 all counsel (including, without limitation, including counsel to Borrowersthe Borrower and/or Parent Guarantor to the extent such counsel so comments in writing), independent accountants Independent Accountants and other experts selected by the Agent. The Agent may deem and treat the named payee of any promissory note issued pursuant to this Agreement Note as the owner thereof for all purposes unless such promissory note a written notice of assignment, negotiation or transfer thereof shall have been transferred in accordance filed with Section 11.10 hereofthe Agent. The Agent shall be fully justified in failing or refusing to take any action under this Agreement and the or any other Loan Documents Document unless it shall first receive such advice or concurrence of Requisite the Majority Lenders as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action except for its own gross negligence or willful misconductaction. The 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 Requisite Lendersthe Majority Lenders (or such other percentage of the Lenders as required by the provisions of this Agreement), and such request and any action taken or failure to act pursuant thereto shall be binding upon all LendersLenders and all future holders of the Notes.

Reliance by 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, telecopyfacsimile, facsimile, 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 one or more of the Borrowers), independent accountants and other experts selected by such Agent. The Agent may deem and treat the payee of any promissory note issued pursuant to this Agreement Note as the owner thereof for all purposes unless such promissory note a written notice of assignment, negotiation or transfer thereof shall have been transferred in accordance filed with Section 11.10 hereofthe Agent. The Agent shall be fully justified in failing or refusing to take any action under this Agreement and or the other Loan Documents unless it shall first receive such advice or concurrence of Requisite Lenders the Required Banks as it deems appropriate or it shall first be indemnified to its satisfaction by Lenders the Banks against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action except for its own gross negligence or willful misconductaction. The Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement Agreement, the Notes or the other Loan Documents in accordance with a request of Requisite Lendersthe Required Banks, and such request and any action taken or failure to act pursuant thereto shall be binding upon all Lendersthe Banks and all future holders of the Notes.

Reliance by 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, without limitation, counsel to Borrowersthe Borrower), independent accountants and other experts selected by the Agent. The Agent may deem and treat the payee of any promissory note issued pursuant to this Agreement Note as the owner thereof for all purposes unless such promissory note and until an executed Lender Assignment Agreement shall have been transferred in accordance with Section 11.10 hereofreceived by the Agent. The Agent shall be fully justified in failing or refusing to take any action under this Agreement and the or any other Loan Documents Document unless it shall first receive such advice or concurrence of Requisite the Lenders as it deems appropriate or it shall first be indemnified and contribution by each Lender of its Percentage Share of costs reasonably expected by the Agent to its satisfaction by 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 except for its own gross negligence or willful misconductin connection therewith. The 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 Requisite the Lenders, and such . Such request and any action taken or failure to act pursuant thereto shall be binding upon the Lenders and all Lendersfuture holders of the Notes. In no event shall the Agent be required to take any action that exposes the Agent to personal liability or that is contrary to any Loan Document or applicable Requirement of Law.

Reliance by Agent. The Agent shall be entitled to rely, and shall be fully protected in relying, upon any noteinstrument, 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, without limitation, counsel to Borrowersthe Borrower), independent accountants and other experts selected by the Agent. The Agent may deem and treat the payee of any promissory note issued pursuant to this Agreement Note as the owner thereof for all purposes unless such promissory note a written notice of assignment, negotiation or transfer thereof shall have been transferred in accordance filed with Section 11.10 hereofthe Agent. The Agent shall be fully justified in failing or refusing to take any action under this Agreement and the or any other Loan Documents Document unless it shall first receive such advice or concurrence of Requisite the Required Lenders (or, if so specified by this Agreement, all Lenders) as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action except for its own gross negligence or willful misconductaction. The 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 Requisite the Required Lenders (or, if so specified by this Agreement, all Lenders), and such request and any action taken or failure to act pursuant thereto shall be binding upon all Lendersthe Lenders and all future holders of the Loans.

Reliance by Agent. The Agent shall be entitled to rely, and shall be fully protected in relying, upon any noteinstrument, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex facsimile or teletype messageElectronically submitted Communication, 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, including counsel to Borrowersthe Parent Borrower), independent accountants and other experts selected by the Agent. The Agent may deem and treat the payee of any promissory note issued pursuant to this Agreement Note as the owner thereof for all purposes unless such promissory note a written notice of assignment, negotiation or transfer thereof shall have been transferred in accordance filed with Section 11.10 hereofthe Agent. The Agent shall be fully justified in failing or refusing to take any action under this Agreement and the or any other Loan Documents Document unless it shall first receive such advice or concurrence of Requisite the Required Lenders (or, if so specified by this Agreement, all 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 which that may be incurred by it by reason of taking or continuing to take any such action except for its own gross negligence or willful misconductaction. The 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 Requisite the Required Lenders (or, if so specified by this Agreement, all affected Lenders), and such request and any action taken or failure to act pursuant thereto shall be binding upon all Lendersthe Lenders and all future holders of the Loans.

Reliance by Agent. (a) The Agent shall be entitled to rely, and shall be fully protected in relying, upon any note, writing, resolution, notice, consent, certificate, affidavit, letter, cablegramfacsimile, telegram, telecopy, 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 and upon any advice and statements of legal counsel (including, without limitation, including counsel to Borrowersthe Company), independent accountants and other experts selected by the Agent. Agent may deem and treat the payee of any promissory note issued pursuant to this Agreement as the owner thereof for all purposes unless such promissory note shall have been transferred in accordance with Section 11.10 hereof. The Agent shall be fully justified in failing or refusing to take any action under this Agreement and the or any other Loan Documents Document unless it shall first receive such advice or concurrence of Requisite the Required 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 except for its own gross negligence or willful misconductaction. Except to the extent expressly provided in Section 11.02, the Agent shall in all cases be fully protected in acting, or in ------------- refraining from acting, under this Agreement or any other Loan Document in accordance with a request or the consent of Requisite Lenders, the Required Lenders and such request or consent and any action taken or failure to act pursuant thereto shall be binding upon all Lendersthe Lenders and all future holders of the Loans or any portion thereof.

Reliance by 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, without limitation, counsel to Borrowersthe Lessor or any Lessee), independent accountants and other experts selected by the Agent. The Agent may deem and treat the payee of any promissory note issued pursuant to this Agreement each Lender as the owner thereof of its pro rata share of the Loans for all purposes unless such promissory note a written notice of assignment, negotiation or transfer thereof shall have been transferred in accordance filed with Section 11.10 hereofthe Agent. The Agent shall be fully justified in failing or refusing to take any action under this Loan Agreement and the or any other Loan Documents Operative Document unless it shall first receive such advice or concurrence of Requisite the Required Lenders as it deems appropriate or it shall first be indemnified to its satisfaction by Lenders the Funding Parties against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action except for its own gross negligence or willful misconductaction. Subject to the Operative Documents, the Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Loan Agreement and the other Operative Documents in accordance with a request of Requisite the Required Lenders, and such request and any action taken or failure to act pursuant thereto shall be binding upon all Lendersthe Lenders and all future holders of an interest in the Notes.

Reliance by Agent. (a) Agent shall be entitled to rely, and shall be fully protected in relying, upon any note, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopyfacsimile, 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, including counsel to BorrowersBorrower), independent accountants and other experts selected by Agent. Agent may deem and treat the payee of any promissory note issued pursuant to this Agreement as the owner thereof for all purposes unless such promissory note shall have been transferred in accordance with Section 11.10 hereof. Agent shall be fully justified in failing or refusing to take any action under this Agreement and the any other Loan Documents Document unless it shall first receive such advice or concurrence of the Requisite Lenders as it deems appropriate or and, if it so requests, it shall first be indemnified to its satisfaction by 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 except for its own gross negligence or willful misconductaction. Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Loan Document in accordance with a request or consent of the Requisite Lenders or all Lenders, if required hereunder, and such request and any action taken or failure to act pursuant thereto shall be binding upon all of Lenders. Where this Agreement expressly permits or prohibits an action unless the Requisite Lenders otherwise determine, and in all other instances, Agent may, but shall not be required to, initiate any solicitation for the consent or a vote of Lenders.

Reliance by 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, cablegram, telegram, telecopyfacsimile, 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, including counsel to Borrowersthe Borrower), independent accountants and other experts selected by the Agent. The Agent may deem and treat the payee of any promissory note issued pursuant to this Agreement original Lenders as the owner thereof owners of the respective Notes for all purposes unless such promissory note shall have been transferred until receipt by the Agent of a written notice of assignment, negotiation or transfer of any interest therein by the Lenders in accordance with Section 11.10 hereofthe terms of this Agreement. The Agent shall be fully justified in failing or refusing to take any action under this Agreement and the or any other Loan Documents Financing Document unless it shall first receive such advice or concurrence of Requisite the Required 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 except for its own gross negligence or willful misconductaction. The Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Financing Document in accordance with a request or consent of Requisite Lenders, the Required Lenders (or all Lenders if so required by Section 9.2.2 (Consent of All Lenders Required)) and such request and any action taken or failure to act pursuant thereto shall be binding upon all of the Lenders.

Reliance by Agent. Each Agent shall be entitled to relyrely upon, and shall be fully protected in relyingnot incur any liability for relying upon, upon any note, writing, resolution, notice, request, certificate, consent, certificatestatement, instrument, document, affidavit, letter, cablegram, telegramfacsimile, telecopytelex, telex or teletype message, statement, order message or other document or conversation writing believed by it to be genuine and correct and to have been signed, signed or sent or by a proper person. Each Agent also may rely upon any statement made to it orally and believed by it to be made by the a proper Person or Persons person, and upon advice and statements of shall not incur any liability for relying thereon. Each Agent may consult with legal counsel (including, without limitation, who may be counsel to Borrowersfor the Company), independent accountants and other experts advisors selected by Agent. Agent may deem it, and treat the payee of shall not be liable for any promissory note issued pursuant to this Agreement as the owner thereof for all purposes unless such promissory note shall have been transferred action taken or not taken by it in accordance with Section 11.10 hereofthe advice of any such counsel, accountants or advisors. Agent The Agents shall be fully justified in failing or refusing to take any action under this Agreement and the or any other Loan Documents Credit Document unless it they shall first receive such advice or concurrence of Requisite the Required 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 which may be incurred by it them by reason of taking or continuing to take any such action except for its own gross negligence or willful misconductaction. Agent As between the Agents and the Lenders, the Agents shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the other Credit Documents in accordance with a request of Requisite the Required Lenders, and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders.

Reliance by 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, without limitation, counsel to Borrowersthe Borrower), independent accountants and other experts selected by Agentsuch Agent with reasonable care. The Agent may deem and treat the payee of any promissory note issued Person whose name is recorded in the Register pursuant to this Agreement the terms hereof as the owner thereof for all purposes unless such promissory note a written notice of assignment, negotiation or transfer thereof shall have been transferred in accordance filed with Section 11.10 hereofthe Administrative Agent. The Agent shall be fully justified in failing or refusing to take any action under this Agreement and the or any other Loan Documents Document unless it shall first receive such advice or concurrence of Requisite the Required Lenders (or, to the extent provided in Section 10.1, all of the Lenders) as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action except for its own gross negligence or willful misconductaction. The 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 Requisite the Required Lenders (or, to the extent provided in Section 10.1, all of the Lenders), and such request and any action taken or failure to act pursuant thereto shall be binding upon all Lendersthe Lenders and all future holders of the Loans.

Reliance by Agent. The Agent shall be entitled to relyrely upon, and shall be fully protected in relyingnot incur any liability for relying upon, upon any notenotice, writingrequest, resolution, noticecertificate, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order instrument, document or other document or conversation writing believed by it to be genuine and correct and to have been signed, signed or sent by the proper person. The Agent also may rely upon any statement made to it orally or by telephone and believed by it to be made by the proper Person or Persons person, and upon advice and statements of shall not incur any liability for relying thereon. The Agent may consult with legal counsel (including, without limitation, who may be counsel to Borrowersfor the Company), independent accountants and other experts selected by Agent. Agent may deem it, and treat the payee of shall not be liable for any promissory note issued pursuant to this Agreement as the owner thereof for all purposes unless such promissory note shall have been transferred action taken or not taken by it in accordance with Section 11.10 hereofthe advice of any such counsel, accountants or experts. The Agent shall be fully justified in failing or refusing to take any action under this Agreement and the or any other Loan Documents Document unless it shall first receive such advice or concurrence of Requisite Lenders the Purchasers as it deems appropriate or it shall first be indemnified to its satisfaction by Lenders the Purchasers 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 except for its own gross negligence or willful misconduct(it being understood that this provision shall not release the Agent from performing any action with respect to the Company expressly required to be performed by it pursuant to the terms hereof) under this Agreement. The 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 Requisite Lendersthe Purchasers, and such request and any action taken or failure to act pursuant thereto shall be binding upon all Lendersthe Purchasers and all future holders of the Notes.

Reliance by 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, without limitation, counsel to Borrowersany Borrower or any of its Subsidiaries), independent accountants and other experts selected by the Agent. The Agent may deem and treat the payee of any promissory note issued pursuant to this Agreement Note as the owner thereof for all purposes unless such promissory note Note shall have been transferred in accordance with Section 11.10 hereofSECTION 15.1. The Agent shall be fully justified in failing or refusing to take any action under this Agreement and the other Loan Documents unless it shall first receive such advice or concurrence of Requisite the 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 action except for its own gross negligence or willful misconductaction. The Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the Notes in accordance with a request of Requisite the Required Lenders, and such request and any action taken or failure to act pursuant thereto shall be binding upon all Lendersthe Lenders and all future holders of the Notes.

Reliance by 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, 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, without limitation, counsel to Borrowersthe Lessor or any Lessee), independent accountants and other experts selected by the Agent. The Agent may deem and treat the payee of any promissory note issued pursuant to this Agreement each Lender as the owner thereof of its pro rata share of the Loans for all purposes unless such promissory note a written notice of assignment, negotiation or transfer thereof shall have been transferred in accordance filed with Section 11.10 hereofthe Agent. The Agent shall be fully justified in failing or refusing to take any action under this Loan Agreement and the or any other Loan Documents Operative Document unless it shall first receive such advice or concurrence of Requisite the Required Lenders as it deems appropriate or it shall first be indemnified to its satisfaction by Lenders the Funding Parties against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action except for its own gross negligence or willful misconductaction. Subject to the Operative Documents, the Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Loan Agreement and the other Operative Documents in accordance with a request of Requisite the Required Lenders, and such request and any action taken or failure to act pursuant thereto shall be binding upon all Lendersthe Lenders and all future holders of an interest in the Note.

Reliance by Agent. The Agent shall in all cases be ----------------- entitled to rely, and shall be fully protected in relying, upon any note, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex 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 Borrowerseach of the Lenders), independent accountants and other experts selected by the Agent. Agent may deem and treat the payee of any promissory note issued pursuant to this Agreement as the owner thereof for all purposes unless such promissory note shall have been transferred in accordance with Section 11.10 hereof. The Agent shall in all cases be fully justified in failing or refusing to take any action under this Agreement and Agreement, the Security Agreement, any other Loan Documents Transaction Document or any other document furnished in connection herewith or therewith unless it shall first receive such advice or concurrence of Requisite Lenders the Lenders, as it deems appropriate appropriate, or it shall first be indemnified to its satisfaction by the Lenders against any and all liability liability, cost and expense which may be incurred by it by reason of taking or continuing to take any such action except for its own gross negligence or willful misconductaction. The Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement Agreement, the Security Agreement, the other Transaction Documents or any other document furnished in connection herewith or therewith in accordance with a request of Requisite the Required Lenders, and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders.

Reliance by 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, without limitation, counsel to Borrowersthe Company), independent accountants and other experts selected by the Agent. The Agent may deem and treat the payee of any promissory note issued pursuant to this Agreement Note as the owner thereof for all purposes unless such promissory note a written notice of assignment, negotiation or transfer thereof shall have been transferred in accordance filed with Section 11.10 hereofthe Agent. The Agent shall be fully justified in failing or refusing to take any action under this Agreement and the other Loan Documents unless it shall first receive such advice or concurrence of Requisite Lenders the Required Banks as it deems appropriate or it shall first be indemnified to its satisfaction by Lenders the Banks against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action except for its own gross negligence or willful misconductaction. The Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement Agreement, the Notes and the other Loan Documents in accordance with a request of Requisite Lendersthe Required Banks, and such request and any action taken or failure to act pursuant thereto shall be binding upon all Lenders.the Banks and all future holders of the Notes. 12.5

Reliance by 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, without limitation, counsel to Borrowersthe Lessor or any Lessee), independent accountants and other experts selected by the Agent. The Agent may deem and treat the payee of any promissory note issued pursuant to this Agreement each Lender as the owner thereof of its pro rata share of the Loans for all purposes unless such promissory note a written notice of assignment, negotiation or transfer thereof shall have been transferred in accordance filed with Section 11.10 hereofthe Agent. The Agent shall be fully justified in failing or refusing to take any action under this Loan Agreement and the or any other Loan Documents Operative Document unless it shall first receive such advice or concurrence of Requisite the Required Lenders as it deems appropriate or it shall first be indemnified to its satisfaction by Lenders the Funding Parties against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action except for its own gross negligence or willful misconductaction. Subject to the Operative Documents, the Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Loan Agreement and the other Operative Documents in accordance with a request of Requisite Lendersthe Required Funding Parties, and such request and any action taken or failure to act pursuant thereto shall be binding upon all Lendersthe Lenders and all future holders of an interest in the Note.

Reliance by 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, without limitation, counsel to Borrowersthe Lessor, the Guarantor or the Lessee), independent accountants and other experts selected by the Agent. The Agent may deem and treat the payee of any promissory note issued pursuant to this Agreement Note as the owner thereof for all purposes unless such promissory note a written notice of assignment, negotiation or transfer thereof shall have been transferred in accordance filed with Section 11.10 hereofthe Agent. The Agent shall be fully justified in failing or refusing to take any action under this Loan Agreement and the or any other Loan Documents Operative Document unless it shall first receive such advice or concurrence of Requisite the Required Lenders as it deems appropriate or it shall first be indemnified to its satisfaction by Lenders the Funding Parties against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action except for its own gross negligence or willful misconductaction. The Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Loan Agreement and the other Operative Documents in accordance with a request of Requisite 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 Notes. Subject to the foregoing, and to Section 8.4 of the Master Agreement, the Agent shall take such action with respect to the Operative Documents and the Leased Property as is directed in writing by the Required Lenders, unless the Agent shall reasonably determine that such requested action is contrary to Applicable Law or in violation of the Operative Documents.

Reliance by 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 proper Person or Persons and upon advice and statements of legal counsel (including, without limitation, counsel to Borrowersthe Borrower), independent accountants and other experts selected by the Agent. The Agent may deem and treat each Lender, or the payee of any promissory note issued pursuant to Person designated in the last notice filed with it under this Agreement Section, as the owner thereof for holder of all purposes unless of the interests of such promissory note Lender in its Loans and in its Note until written notice of transfer, signed by such Lender (or 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, shall have been transferred filed with the Agent. The Agent shall not be under any duty to examine or pass upon the validity, effectiveness or genuineness of the Loan Documents or any instrument, document or communication furnished pursuant thereto or in accordance with Section 11.10 hereofconnection therewith, and the 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. The Agent shall be fully justified in failing or refusing to take any action under this Agreement and the other Loan Documents unless it shall first receive such advice or concurrence of Requisite the Required Lenders as it deems appropriate or it shall first be indemnified to its satisfaction by 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 except for its own gross negligence or willful misconductappropriate. The Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement the Loan Documents in accordance with a request or direction of Requisite the Required Lenders, and such request or direction and any action taken or failure to act pursuant thereto shall be binding upon all Lendersthe Lenders and all future holders of the Notes.

Reliance by 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 CKE FIFTH AMENDED AND RESTATED CREDIT AGREEMENT 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 Borrowersany Loan Party), independent accountants and other experts selected by the Agent. The Agent may deem and treat the payee of any promissory note issued pursuant to this Agreement Note as the owner thereof for all purposes unless such promissory note the Agent shall have been transferred received an executed Assignment Agreement in accordance with Section 11.10 hereofrespect thereof. The Agent shall be fully justified in failing or refusing to take any action under this Agreement and the or any other Loan Documents Document unless it shall first receive such advice or concurrence of Requisite the 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 action except for its own gross negligence or willful misconductaction. The 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 Requisite the Required Lenders, and such request and any action taken or failure to act pursuant thereto shall be binding upon all Lendersthe Lenders and all future holders of the Notes.

Reliance by Agent. The Agent shall be entitled to rely, and shall be fully protected in relying, upon any note, writing, resolution, notice (including any telephonic notice), consent, certificate, affidavit, letter, cablegram, telegram, telecopy, 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 Borrowersthe Borrower), the Accountants and independent accountants and other experts selected by the Agent. The Agent may deem and treat the payee of any promissory note issued pursuant to this Agreement Note or the holder of any Loan, as set forth in the Register, as the owner thereof for all purposes unless such promissory note a written notice of assignment, negotiation or transfer thereof shall have been transferred in accordance filed with Section 11.10 hereofthe Agent. The Agent shall be fully justified in failing or refusing to take any action under this Agreement and the or any other Loan Documents Document unless it shall first receive such advice or concurrence of Requisite the Required Lenders or all Lenders, 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 as determined by the final non-appealable judgment of a court of competent jurisdiction) which may be incurred by it by reason of taking or continuing to take any such action except for its own gross negligence or willful misconductaction. The 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 Requisite the Required Lenders or all Lenders, as may be required, and such request and any action taken or failure to act pursuant thereto shall be binding upon all Lenders.the Lenders and all future holders of the Loans. 105

Reliance by Agent. Agent shall be entitled to rely, and shall be fully protected in relying, and shall not incur any liability for relying upon, upon any note, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopytelefacsimile or other electronic method of transmission, 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 sent, or made by the proper Person or Persons Persons, and upon advice and statements of legal counsel (including, without limitation, including counsel to Borrowersthe Borrower or counsel to any Lender), independent accountants and other experts selected by Agent. The Agent also may deem rely upon any statement made to it orally or by telephone and treat the payee of any promissory note issued pursuant believed by it to this Agreement as the owner thereof for all purposes unless such promissory note shall have been transferred in accordance with Section 11.10 hereofmade by the proper Person, and shall not incur any liability for relying thereon. Agent shall be fully justified in failing or refusing to take any action under this Agreement and the or any other Loan Documents Document unless it Agent shall first receive such advice or concurrence of Requisite the Lenders as it deems appropriate and until such instructions are received, Agent shall act, or refrain from acting, as it deems advisable. If Agent so requests, it shall first be indemnified to its reasonable satisfaction by the Lenders against any and all liability and expense which that may be incurred by it by reason of taking or continuing to take any such action except for its own gross negligence or willful misconductaction. Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Loan Document in accordance with a request or consent of Requisite Lenders, the Required Lenders and such request and any action taken or failure to act pursuant thereto shall be binding upon all of the Lenders.

Reliance by Agent. (a) Agent shall be entitled to rely, and shall be fully protected in relying, upon any note, writing, resolution, representation, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopyfacsimile, 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, including counsel to BorrowersBorrower), independent accountants and other experts selected by Agent. Agent may deem and treat the payee of any promissory note issued pursuant to this Agreement as the owner thereof for all purposes unless such promissory note shall have been transferred in accordance with Section 11.10 hereof. Agent shall be fully justified in failing or refusing to take any action under this Agreement and the any other Loan Documents Document unless it shall first receive such advice or concurrence of Requisite Lenders Required Banks as it deems appropriate or and, if it so requests, it shall first be indemnified to its satisfaction by Lenders Banks against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action except for its own gross negligence or willful misconductaction. Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Loan Document in accordance with a request or consent of Requisite LendersRequired Bankers or all Bankers, if required hereunder, and such request and any action taken or failure to act pursuant thereto shall be binding upon all Lendersof Banks. Where this Agreement expressly permits or prohibits an action unless Required Banks otherwise determine, and in all other instances, Agent may, but shall not be required to, initiate any solicitation for the consent or a vote of Bankers.

Reliance by Agent. Each 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 177 signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel (including, without limitation, counsel to Borrowersthe Borrower), independent accountants and other experts selected by such Agent. Each Agent may deem and treat the payee of any promissory note issued pursuant to this Agreement Note as the owner thereof for all purposes unless such promissory note a written notice of assignment or transfer thereof shall have been transferred in accordance filed with Section 11.10 hereofthe Administrative Agent. Each Agent shall be fully justified as between itself and the Lenders in failing or refusing to take any action under this Agreement and the or any other Loan Documents Document unless it shall first receive such advice or concurrence of Requisite Lenders the requisite Lending Parties 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 except for its own gross negligence or willful misconductaction. Each Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the Notes and the other Loan Documents in accordance with a request of Requisite Lendersthe requisite Lending Parties, and such request and any action taken or failure to act pursuant thereto shall be binding upon all Lendersthe Lenders and all future holders of the Notes.

Reliance by Agent. Agent shall be entitled to rely, and shall be fully protected in relying, upon any note, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopytelefacsimile or other electronic method of transmission, 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 sent, or made by the proper Person or Persons Persons, and upon advice and statements of legal counsel (including, without limitation, including counsel to BorrowersBorrowers or counsel to any Lender), independent accountants and other experts selected by Agent. Agent may deem and treat the payee of any promissory note issued pursuant to this Agreement as the owner thereof for all purposes unless such promissory note shall have been transferred in accordance with Section 11.10 hereof. Agent shall be fully justified in failing or refusing to take any action under this Agreement and the or any other -222- LEGAL_US_W # 114834644.8114834644.17 Loan Documents Document unless it Agent shall first receive such advice or concurrence of Requisite the Lenders as it deems appropriate and until such instructions are received, Agent shall act, or refrain from acting, as it deems advisable. If Agent so requests, it shall first be indemnified to its reasonable satisfaction by the Lenders (and, if it so elects, the Bank Product Providers) 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 except for its own gross negligence or willful misconductaction. Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Loan Document in accordance with a request or consent of Requisite Lenders, the Required Lenders and such request and any action taken or failure to act pursuant thereto shall be binding upon all Lendersof the Lenders (and Bank Product Providers).

Reliance by 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, cablegram, telegram, 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 without, limitation, counsel to Borrowersthe Borrower), independent accountants and other experts selected by the Agent. Agent may deem and treat the payee of any promissory note issued pursuant to this Agreement as the owner thereof for all purposes unless such promissory note shall have been transferred in accordance with Section 11.10 hereof. The Agent shall be fully justified to Borrower, Guarantors or Lenders in failing or refusing to take any action under this Agreement and the or any other Loan Documents Document unless it shall first receive such advice or concurrence of Requisite the 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 the taking or continuing failing to take any such action except for its own gross negligence or willful misconductaction. The Agent shall in all cases be fully protected from Borrower, Guarantors and Lenders in acting, or in refraining from acting, under this Agreement and the other Loan Documents in accordance with a any written request of Requisite the Lenders, and each such request of the Lenders, and any action taken or failure to act by the Agent pursuant thereto thereto, shall be binding upon all of the Lenders; provided, however, that the Agent shall not be required in any event to act, or to refrain from acting, in any manner which is contrary to the Loan Documents or to applicable law.

Reliance by 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, telecopyfax, 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 Borrowersany Credit Party), independent accountants and other experts selected by the Agent. The Agent may deem and treat each Lender, or the payee of any promissory note issued pursuant to Person designated in the last notice filed with it under this Agreement Section, as the owner thereof for holder of all purposes unless of the interests of such promissory note Lender in its Loans and in its Note until written notice of transfer, signed by such Lender (or 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, shall have been transferred filed with the Agent. The Agent shall not be under any duty to examine or pass upon the validity, effectiveness, enforceability, perfection or genuineness of the Loan Documents or any instrument, document or communication furnished pursuant thereto or in accordance with Section 11.10 hereofconnection therewith, and the 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. The Agent shall be fully justified in failing or refusing to take any action under this Agreement and the other Loan Documents unless it shall first receive such advice or concurrence of Requisite the requisite Lenders as it deems appropriate or it shall first be indemnified to its satisfaction by 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 except for its own gross negligence or willful misconductappropriate. The Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement the Loan Documents in accordance with a request or direction of Requisite the Required Lenders, and such request or direction and any action taken or failure to act pursuant thereto shall be binding upon all Lendersthe Lenders and all future holders of the Notes.

Reliance by Agent. Each Agent shall be entitled to rely, and shall be fully protected in relying, upon any noteinstrument, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, 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 Borrowers), independent accountants and other experts selected by such Agent. The Administrative Agent may deem and treat the payee of any promissory note issued pursuant to this Agreement Note as the owner thereof for all purposes unless such promissory note a written notice of assignment, negotiation or transfer thereof shall have been transferred in accordance filed with Section 11.10 hereofthe Administrative Agent. Each Agent shall be fully justified in failing or refusing to take any action under this Agreement and the or any other Loan Documents Document unless it shall first receive such advice or concurrence of Requisite the Required Lenders (or, if so specified by this Agreement, all 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 that may be incurred by it by reason of taking or continuing to take any such action except for its own gross negligence or willful misconductaction. 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 Requisite the Required Lenders (or, if so specified by this Agreement, all Lenders), and such request and any action taken or failure to act pursuant thereto shall be binding upon all Lendersthe Lenders and all future holders of the Loans.

Reliance by Agent. Agent shall be entitled to rely, and shall be fully protected in relying, upon any note, writing, resolution, notice, consent, certificatecertification, affidavit, letter, cablegram, telegram, telecopy, 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 BorrowersBorrower), independent accountants and other experts selected by Agent. As to Lender, Agent shall take any and all direction with regard to administration of the Loan Documents from Lenders holding such portion of the Loan as may deem and treat be agreed by Lenders separately in writing. Notwithstanding anything to the payee of any promissory note issued pursuant to this Agreement as the owner thereof for all purposes unless such promissory note shall have been transferred in accordance with Section 11.10 hereof. contrary set forth herein: (1) Agent shall be fully justified in failing or refusing to take any action under this Agreement and the other Loan Documents unless it shall first receive such advice or concurrence of Requisite Lenders as it deems appropriate Lender or it shall first be indemnified to its satisfaction by Lenders ratably in accordance with its percentage share of the loan against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action (except for its own liabilities and expenses resulting from Agent’s gross negligence or willful misconduct. ), (2) Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement the Loan Documents in accordance with a request of Requisite LendersLender, and such request and any action taken or failure to act pursuant thereto shall be binding upon all LendersLender.

Reliance by Agent. The Agent shall be entitled to rely, and shall be fully protected in relying, upon any note, writing, resolution, notice (including any telephonic notice), consent, certificate, affidavit, letter, cablegram, telegram, telecopy, 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 Borrowersthe Borrower), the independent accountants and other experts selected by the Agent. The Agent may deem and treat the payee of any promissory note issued pursuant to this Agreement Note or the holder of any Loan, as set forth in the Register, as the owner thereof for all purposes unless such promissory note a written notice of assignment, negotiation or transfer thereof shall have been transferred in accordance filed with Section 11.10 hereofthe Agent. The Agent shall be fully justified in failing or refusing to take any action under this Agreement and the or any other Loan Documents Document unless it shall first receive such advice or concurrence of Requisite the Required Lenders or all Lenders, 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 as determined by the final non-appealable judgment of a court of competent jurisdiction) which may be incurred by it by reason of taking or continuing to take any such action except for its own gross negligence or willful misconductaction. The 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 Requisite the Required Lenders or all Lenders, as may be required, and such request and any action taken or failure to act pursuant thereto shall be binding upon all Lendersthe Lenders and all future holders of the Loans.

Reliance by Agent. The Agent shall in all cases be entitled to rely, and shall ----------------- be fully protected in relying, upon any note, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex 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 Borrowersthe Seller), independent accountants and other experts selected by the Agent. Agent may deem and treat Each of the payee of any promissory note issued pursuant to this Agreement as Purchasers hereby agrees that: (a) the owner thereof for all purposes unless such promissory note shall have been transferred in accordance with Section 11.10 hereof. Agent shall in all cases be fully justified in failing or refusing to take any action under this Agreement and the or any other Loan Documents Transaction Document unless it shall first receive such advice or concurrence of Requisite Lenders PREFCO or the Required Investors or all of the Purchasers, as applicable, as it deems appropriate or and it shall first be indemnified to its satisfaction by Lenders against the Purchasers, provided that unless and until the Agent shall have received such advice, the Agent may take or refrain from taking any action, as the Agent shall deem advisable and all liability in the best interests of the Purchasers, and expense which may be incurred by it by reason of taking or continuing to take any such action except for its own gross negligence or willful misconduct. (b) the Agent shall in all cases be fully protected from any claims brought by or on behalf of any Purchaser(s) in acting, or in refraining from acting, under this Agreement in accordance with a request of Requisite LendersPREFCO or the Required Investors or all of the Purchasers, as applicable, and such request and any action taken or failure to act pursuant thereto shall be binding upon all Lendersthe Purchasers.

Reliance by Agent. a. Agent shall be entitled to rely, and shall be fully protected in relying, upon any note, writing, communication, signature, resolution, representation, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopyfacsimile, telex 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, including counsel to Borrowersany Obligor), independent accountants and other experts selected by Agent. Agent may deem and treat the payee of any promissory note issued pursuant to this Agreement as the owner thereof for all purposes unless such promissory note shall have been transferred a reasonable and practicable amount of time to act upon any instruction, notice or other communication under any Loan Document and shall not be liable for any delay in accordance with Section 11.10 hereofacting. Agent shall be fully justified in failing or refusing to take any action under this Agreement and the other any Loan Documents Document unless it shall first receive such advice or concurrence of Requisite Required Lenders as it deems appropriate or and, if it so requests, it shall first be indemnified to its satisfaction by Lenders Secured Parties against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action except for its own gross negligence or willful misconductaction. Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Loan Document in accordance with a request or consent of Requisite Lenders, Required Lenders (or such greater number of Lenders as may be expressly required hereby in any instance) and such request and any action taken or failure to act pursuant thereto shall be binding upon all LendersSecured Parties. Notwithstanding the foregoing, Agent shall not be required to take, or to omit to take, any action that is, in the opinion of Agent or its counsel, contrary to any Loan Document or Applicable Law.

Reliance by 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, cablegram, telegram, telecopyfacsimile, telex or teletype message, statement, order statement or other document or conversation (including telephonic communications) 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, its internal counsel and counsel to Borrowersthe Borrower), independent accountants and other experts selected by the Agent. The Agent may deem and treat the payee of any promissory note issued pursuant to this Agreement Note as the owner thereof for all purposes unless such promissory note the Agent shall have been transferred received an executed Assignment and Acceptance Agreement in accordance with Section 11.10 hereofrespect thereof. The Agent shall be fully justified in failing or refusing to take any action under this Agreement and the or any other Loan Documents Document unless it shall first receive such advice or concurrence of Requisite the Lenders as it deems appropriate or it shall first be indemnified required pursuant to its satisfaction by 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 except for its own gross negligence or willful misconductthis Agreement. The Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or the other Loan Documents in accordance with a request request, approval or consent of Requisite Lendersthe Lenders required by the terms of this Agreement, and such request request, approval or consent and any action taken or failure to act pursuant thereto shall be binding upon all Lendersthe Lenders and all future holders of the Notes.

Reliance by 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, without limitation, counsel to Borrowersthe Lessor, the Guarantor or the Lessee), independent accountants and other experts selected by the Agent. The Agent may deem and treat the payee of any promissory note issued pursuant to this Agreement Note as the owner thereof for all purposes unless such promissory note a written notice of assignment, negotiation or transfer thereof shall have been transferred in accordance filed with Section 11.10 hereofthe Agent. The Agent shall be fully justified in failing or refusing to take any action under this Loan Agreement and the or any other Loan Documents Operative Document unless it shall first receive such advice or concurrence of Requisite the Required Lenders as it deems appropriate or it shall first be indemnified to its satisfaction by Lenders the Funding Parties against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action except for its own gross negligence or willful misconductaction. The Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Loan Agreement and the other Operative Documents in accordance with a request of Requisite the Required Lenders, and such request and any action taken or failure to act pursuant thereto shall be binding upon all Lendersthe Lenders and all future holders of the Notes.

Reliance by 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, without limitation, counsel to Borrowersthe Borrower or any Subsidiary), independent accountants and other experts selected by the Agent. Agent The agent may deem and treat the payee of any promissory note issued pursuant to this Agreement Note as the owner thereof for all purposes unless such promissory note a written notice of assignment, negotiation or transfer thereof shall have been transferred in accordance filed with Section 11.10 hereofthe Agent. The Agent shall be fully justified in failing or refusing to take any action under this Agreement and the other Loan Documents unless it shall first receive such advice or concurrence of Requisite Lenders the Required Banks as it deems they deem appropriate or it they shall first be indemnified to its satisfaction by Lenders the Banks against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action except for its own gross negligence or willful misconductaction. The Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement Agreement, the Notes and the other Loan Documents in accordance with a request of Requisite Lendersthe Required Banks, and such request and any action taken or failure to act pursuant thereto shall be binding upon all Lendersthe Banks and all future holders of the Notes.

Reliance by 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, 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, without limitation, counsel to Borrowersthe Lessor or any Lessee), independent accountants and other experts selected by the Agent. The Agent may deem and treat the payee of any promissory note issued pursuant to this Agreement the Note as the owner thereof for all purposes unless such promissory note a written notice of assignment, negotiation or transfer thereof shall have been transferred in accordance filed with Section 11.10 hereofthe Agent. The Agent shall be fully justified in failing or refusing to take any action under this Loan Agreement and the or any other Loan Documents Operative Document unless it shall first receive such advice or concurrence of Requisite the Required Lenders as it deems appropriate or it shall first be indemnified to its satisfaction by Lenders the Funding Parties against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action except for its own gross negligence or willful misconductaction. Subject to the Operative Documents, the Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Loan Agreement and the other Operative Documents in accordance with a request of Requisite the Required Lenders, and such request and any action taken or failure to act pursuant thereto shall be binding upon all Lendersthe Lenders and all future holders of an interest in the Note.

Reliance by 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, telecopyfacsimile, 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 Borrowersthe Lessor or the Lessee), independent accountants and other experts selected by the Agent. The Agent may deem and treat the payee of any promissory note issued pursuant to this Agreement Note as the owner thereof for all purposes unless such promissory note a written notice of assignment, negotiation or transfer thereof shall have been transferred in accordance filed with Section 11.10 hereofthe Agent. The Agent shall be fully justified in failing or refusing to take any action under this Loan Agreement and the or any other Loan Documents Operative Document unless it shall first receive such the advice or concurrence of Requisite Lenders as it deems appropriate holding a majority of the outstanding Loans 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 except for its own gross negligence or willful misconductaction. The Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Loan Agreement and the other Operative Documents in accordance with a request of Requisite LendersLenders holding a majority of the outstanding Loans, and such request and any action taken or failure to act pursuant thereto shall be binding upon all Lendersthe Lenders and all future holders of the Notes.

Reliance by 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, without limitation, counsel to Borrowersthe Borrowers or any of its Subsidiaries), independent accountants and other experts selected by the Agent. The Agent may deem and treat the payee of any promissory note issued pursuant to this Agreement Note as the owner thereof for all purposes unless such promissory note Note shall have been transferred in accordance with Section 11.10 hereofSECTION 13.1. The Agent shall be fully justified in failing or refusing to take any action under this Agreement and the other Loan Documents unless it shall first receive such advice or concurrence of Requisite the 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 action except for its own gross negligence or willful misconductaction. The Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the Notes in accordance with a request of Requisite the Required Lenders, and such request and any action taken or failure to act pursuant thereto shall be binding upon all Lendersthe Lenders and all future holders of the Notes.

Reliance by Agent. Agent shall be entitled to rely, and shall be fully protected in relying, upon any note, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopyfacsimile, 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, including counsel to Borrowersany Borrower or counsel to any Lender), independent accountants and other experts selected by Agent. Agent may deem and treat the payee of any promissory note issued pursuant to this Agreement as the owner thereof for all purposes unless such promissory note shall have been transferred in accordance with Section 11.10 hereof. Agent shall be fully justified in failing or refusing to take any action under this Agreement and or any of the other Loan Documents Financing Agreements unless it shall first receive such advice or concurrence of Requisite the Lenders as it deems appropriate and until such instructions are received, Agent shall act or refrain from acting, as it deems advisable so long as it is not grossly negligent or guilty of wilful misconduct. If Agent so requests, it shall first be indemnified to its reasonable satisfaction by 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 except action. As to any matters not expressly provided for its own gross negligence by this Agreement or willful misconduct. any other Financing Agreement, Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement hereunder or thereunder in accordance with a request of Requisite instructions given by the Required Lenders, and or all of Lenders as is required in such request circumstance, and any action taken or failure to act pursuant thereto shall be binding upon on all Lenders.

Reliance by Agent. Agent shall be entitled to rely, and shall be fully protected in relying, upon any note, writing, resolution, notice, consent, certificate, affidavit, letter, 55. 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, without limitation, counsel to Borrowers), independent accountants and other experts selected by Agent. Agent may deem and treat the payee of any promissory note issued pursuant to this Agreement as the owner thereof for all purposes unless such promissory note shall have been transferred in accordance with Section 11.10 hereof. Agent shall be fully justified in failing or refusing to take any action under this Agreement and the other Loan Documents unless it shall first receive such advice or concurrence of Requisite Lenders as it deems appropriate or it shall first be indemnified to its satisfaction by 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 except for its own gross negligence or willful misconduct. Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement in accordance with a request of Requisite Lenders, and such request and any action taken or failure to act pursuant thereto shall be binding upon all Lenders.

Reliance by Agent. The Agent shall be entitled to rely, and shall be fully protected in relying, upon any noteNote, writing, resolution, notice, consentcontent, 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, without limitation, counsel to Borrowersthe Loan Parties), independent accountants accountants, engineers and other experts selected by the Agent. The Agent may deem and treat the payee of any promissory note issued pursuant to this Agreement Note as the owner thereof for all purposes unless such promissory note a written notice of assignment, negotiation or transfer thereof shall have been transferred in accordance filed with Section 11.10 hereofthe Agent. The Agent shall be fully justified in failing or refusing to take any action under this Credit Agreement and the or any other Loan Documents Document unless it shall first receive such advice or concurrence of Requisite Lenders the Required Banks as it deems appropriate or it shall first be indemnified to its satisfaction by Lenders the Banks against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action except for its own gross negligence or willful misconductaction. The Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement Credit Agreement, the Notes and the other Loan Documents in accordance with a request of Requisite Lendersthe Required Banks, and such request and any action taken or failure to act pursuant thereto shall be binding upon all Lendersthe Banks and all future holders of the Notes.

Reliance by Agent. Agent and Term Agent shall be entitled to rely, and shall be fully protected in relying, upon any note, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopyfacsimile, 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 sent, or made by the proper Person or Persons Persons, and upon advice and statements of legal counsel (including, without limitation, including counsel to Borrowersany Credit Party or counsel to any Lender), independent accountants and other experts selected by Agent or Term Agent, as applicable. Agent may deem and treat the payee of any promissory note issued pursuant to this Agreement as the owner thereof for all purposes unless such promissory note shall have been transferred in accordance with Section 11.10 hereof. Term Agent shall be fully justified in failing or refusing to take any action under this Agreement and the or any other Loan Documents Document unless it Agent or Term Agent, as applicable, shall first receive such advice or concurrence of Requisite the applicable Lenders as it deems appropriate and until such instructions are received, Agent and Term Agent shall act, or refrain from acting, as it deemsthey deem advisable. If Agent or Term Agent so requests, it shall first be indemnified to its reasonable satisfaction by the applicable 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 except for its own gross negligence or willful misconductaction. Agent and Term Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Loan Document in accordance with a request or consent of Requisite Lenders, the requisite Lenders and such request and any action taken or failure to act pursuant thereto shall be binding upon all of the Lenders.

Reliance by Agent. The Agent shall be entitled to rely, and shall be fully protected in relying, upon any noteinstrument, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex facsimile or teletype email 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, including counsel to BorrowersHoldings), independent accountants and other experts selected by the Agent. The Agent may deem and treat the payee of any promissory note issued pursuant to this Agreement Note as the owner thereof for all purposes unless such promissory note a written notice of assignment, negotiation or transfer thereof shall have been transferred in accordance filed with Section 11.10 hereofthe Agent. The Agent shall be fully justified in failing or refusing to take any action under this Agreement and the or any other Loan Documents Document unless it shall first receive such advice or concurrence of Requisite the Required Lenders (or, if so specified by this Agreement, all 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 which that may be incurred by it by reason of taking or continuing to take any such action except for its own gross negligence or willful misconductaction. The 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 Requisite the Required Lenders (or, if so specified by this Agreement, all affected Lenders), and such request and any action taken or failure to act pursuant thereto shall be binding upon all Lendersthe Lenders and all future holders of the Loans.

Reliance by 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, without limitation, including counsel to Borrowersany Borrower or any of its Subsidiaries), independent accountants and other experts selected by the Agent. The Agent may deem and treat the payee of any promissory note issued pursuant to this Agreement Note as the owner thereof for all purposes unless such promissory note Note shall have been transferred in accordance with Section 11.10 hereofSECTION 12.1. The Agent shall be fully justified in failing or refusing to take any action under this Agreement and the other Loan Documents unless it shall first receive such advice or concurrence of Requisite the 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 action except for its own gross negligence or willful misconductaction. The Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the Notes in accordance with a request of Requisite the Required Lenders, and such request and any action taken or failure to act pursuant thereto shall be binding upon all Lendersthe Lenders and all future holders of the Notes.

Reliance by Agent. The Agent shall be entitled to rely, and shall be fully protected in relying, upon any noteRevolving Credit Note, 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, without limitation, counsel to one or more of the Borrowers), independent accountants and other experts selected by such Agent. The Agent may deem and treat the payee of any promissory note issued pursuant to this Agreement Revolving Credit Note as the owner thereof for all purposes unless such promissory note a written notice of assignment, negotiation or transfer thereof shall have been transferred in accordance filed with Section 11.10 hereofthe Agent. The Agent shall be fully justified in failing or refusing to take any action under this Agreement and or the other Loan Documents unless it shall first receive such advice or concurrence of Requisite Lenders the Required Banks as it deems appropriate or it shall first be indemnified to its satisfaction by Lenders the Banks against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action except for its own gross negligence or willful misconductaction. The Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement Agreement, the Revolving Credit Notes or the other Loan Documents in accordance with a request of Requisite Lendersthe Required Banks, and such request and any action taken or failure to act pursuant thereto shall be binding upon all Lendersthe Banks and all future holders of the Revolving Credit Notes.

Reliance by 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, without limitation, counsel to the Borrower and/or the Co-Borrowers), independent accountants and other experts selected by the Agent. The Agent may deem and treat the payee of any promissory note issued pursuant to this Agreement Note as the owner thereof for all purposes unless such promissory note and until an executed Lender Assignment Agreement shall have been transferred in accordance with Section 11.10 hereofreceived by the Agent. The Agent shall be fully justified in failing or refusing to take any action under this Agreement and the or any other Loan Documents Document unless it shall first receive such advice or concurrence of Requisite the Lenders as it deems appropriate or it shall first be indemnified and contribution by each Lender of its Percentage Share of costs reasonably expected by the Agent to its satisfaction by 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 except for its own gross negligence or willful misconductin connection therewith. The 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 Requisite the Lenders, and such . Such request and any action taken or failure to act pursuant thereto shall be binding upon the Lenders and all Lendersfuture holders of the Notes. In no event shall the Agent be required to take any action that exposes the Agent to personal liability or that is contrary to any Loan Document or applicable Requirement of Law.

Reliance by Agent. The Agent shall be entitled to rely, and shall be fully protected in relying, upon any note, writing, resolution, notice, consent, certificatecertification, 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, without limitation, counsel to Borrowersthe Company), independent accountants and other experts selected by the Agent. The Agent may deem and treat the payee of any promissory note issued pursuant to this Agreement Note as the owner thereof for all purposes unless such promissory note a written notice of assignment, negotiation or transfer thereof shall have been transferred in accordance filed with Section 11.10 hereofthe Agent. The Agent shall be fully justified in failing or refusing to take any action under this Agreement and the other Loan Credit Documents unless it shall first receive such advice or concurrence of Requisite the Majority Lenders (or all Lenders, as it deems appropriate or required under the Credit Documents) 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 action except for its own (other than liability or expense arising out of the Agent's gross negligence or willful misconduct). The Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement the Credit Documents in accordance with a request of Requisite the Majority Lenders (or all Lenders, if applicable) absent gross negligence and willful misconduct on the part of the Agent in the method in which it acts or refrains from acting in accordance therewith, and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders.

Reliance by Agent. The Agent and the CAF Loan 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, without limitation, counsel to Borrowersthe Company), independent accountants and other experts selected by the Agent or the CAF Loan Agent. The Agent may deem and treat the payee of any promissory note issued pursuant to this Agreement Note as the owner thereof for all purposes unless such promissory note a written notice of assignment, negotiation or transfer thereof shall have been transferred in accordance filed with Section 11.10 hereofthe Agent. The Agent and the CAF Loan Agent shall be fully justified in failing or refusing to take any action under this Agreement and the other Loan Documents unless it shall first receive such advice or concurrence of Requisite Lenders the Majority Banks as it deems appropriate or it shall first be indemnified to its satisfaction by Lenders the Banks against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action except for its own gross negligence or willful misconductaction. The Agent and the CAF Loan Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the Notes in accordance with a request of Requisite Lendersthe Majority Banks, and such request and any action taken or failure to act pursuant thereto shall be binding upon all Lendersthe Banks and all future holders of the Notes.

Reliance by 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, without limitation, counsel to BorrowersBorrower), independent accountants and other experts selected by the Agent. The Agent may deem and treat the payee of any promissory note issued pursuant to this Agreement Note or any loan account in the Register as the owner thereof for all purposes unless such promissory note a written notice of assignment, negotiation or transfer thereof shall have been transferred in accordance filed with Section 11.10 hereofthe Agent. The Agent shall be fully justified in failing or refusing to take any action under this Agreement and the or any other Loan Documents Document unless it shall first receive such advice or concurrence of Requisite Lenders the Majority Banks as it deems appropriate or it shall first be indemnified to its satisfaction by Lenders the Banks 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 except for its own gross negligence or willful misconductaction. The 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 Requisite Lendersthe Majority Banks, and such request and any action taken or failure to act pursuant thereto shall be binding upon all Lendersthe Banks and all future holders of the amounts owing hereunder.

Reliance by 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, cablegram, telegram, telecopy, facsimile, 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 Persons, and upon advice and statements of legal counsel (including, without limitation, counsel to Borrowersthe Company or any of its Subsidiaries), independent accountants and other experts selected by the Agent. The Agent may deem and treat the payee of any promissory note issued pursuant to this Agreement Note as the owner thereof for all purposes unless such promissory note the Agent shall have been transferred received an executed assignment and assumption agreement pursuant to Section 13.1(a) in accordance with Section 11.10 hereofrespect thereof. The Agent shall be fully justified in failing or refusing to take any action under this Agreement and the or any other Loan Documents Document unless it shall first receive such advice or concurrence of Requisite the 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 action except for its own gross negligence or willful misconductaction. The 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 Requisite the Required Lenders, and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders.

Reliance by Agent. The Agent shall in all cases be entitled to rely, and shall be fully protected in relying, upon any note, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, facsimile, 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, including counsel to Borrowersthe Borrower), independent accountants and other experts selected by the Agent. Agent may deem and treat the payee of any promissory note issued pursuant to this Agreement as the owner thereof for all purposes unless such promissory note shall have been transferred in accordance with Section 11.10 hereof. The Agent shall in all cases be fully justified in failing or refusing to take any action under this Agreement and the or any other Loan Documents document furnished in connection herewith unless it shall first receive such advice or concurrence of Requisite Lenders Windmill, the Program LOC Provider, any Bank, the Required Banks or all of the Lenders, as applicable, as it deems appropriate or it shall first be indemnified to its satisfaction by Lenders the Program LOC Provider and the Banks against any and all liability liability, cost and expense which may be incurred by it by reason of taking or continuing to take any such action except for (excluding any such liability, cost or expense which shall have been incurred by the Agent as a result of its own gross negligence or willful misconductmisconduct in the taking of any such action). The Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement in accordance with a request of Requisite Windmill, any Bank, the Program LOC Provider, the Required Banks or all of the Lenders, as applicable, and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders.

Reliance by 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, 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, without limitation, including counsel to the Borrowers), independent accountants and other experts selected by the Agent. The Agent may deem and treat the payee of any promissory note issued pursuant to this Agreement Note as the owner thereof for all purposes unless such promissory note the Agent shall have been transferred in accordance with Section 11.10 hereofactual notice of any transferee. The Agent shall be fully justified in failing or refusing to take any action under this Agreement and the other Loan Transaction Documents unless it shall first receive such advice or concurrence of Requisite Lenders the Required Holders (or, when expressly required hereby, all the Holders) as it deems appropriate or it shall first be indemnified to its satisfaction by Lenders the Holders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action 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 Transaction Documents in accordance with a request of Requisite Lendersthe Required Holders (or, when expressly required hereby, all the Holders), and such request and any action taken or failure to act pursuant thereto shall be binding upon all Lendersthe Holders and all future Holders.

Reliance by Agent. The Paying Agent shall be entitled to rely, and shall be fully protected in relying, upon any note, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex 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 BorrowersNewco or the Borrower), independent accountants and other experts selected by the Paying Agent. The Paying Agent may deem and treat the payee of any promissory note issued pursuant to this Agreement the Bridge Note as the owner thereof for all purposes unless such promissory note a written notice of assignment, negotiation or transfer thereof shall have been transferred in accordance filed with Section 11.10 hereofthe Paying Agent. The Paying Agent shall be fully justified in failing or refusing to take any action under this Agreement and the or any other Loan Documents Document unless it shall first receive such advice or concurrence of Requisite the Majority Lenders as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action except for its own gross negligence or willful misconductaction. The Paying 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 Requisite the Majority Lenders, and such request and any action taken or failure to act pursuant thereto shall be binding upon all Lendersthe Lenders and all future holders of the Loans.

Reliance by Agent. 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, without limitation, counsel to BorrowersPanAmSat), independent accountants and other experts selected by Agent. Agent may deem and treat the payee of any promissory note issued pursuant to this Agreement Note as the owner thereof for all purposes unless such promissory note the assignment or transfer thereof shall have been transferred recorded in accordance with Section 11.10 hereofthe Register. Agent shall be fully justified in failing or refusing to take any action under this Agreement and the or any other Loan Documents Operative Document or Xxxxxx Agreement unless it shall first receive such advice or concurrence of Requisite Lenders a Majority In Interest of Noteholders as it deems appropriate or it shall first be indemnified to its satisfaction by Lenders the Loan Participants against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action except for its own gross negligence or willful misconductaction. Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the other Operative Documents and Xxxxxx Agreements in accordance with a request of Requisite Lendersa Majority In Interest of Noteholders (unless the consent of all of the Loan Participants is specifically required pursuant to any provision of this Agreement), and such request and any action taken or failure to act pursuant thereto shall be binding upon all Lendersthe Loan Participants and all future holders of the Loans.

Reliance by Agent. Agent shall be entitled to rely, and shall be fully protected in relying, upon any note, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex 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 BorrowersBorrower), independent accountants and other experts selected by Agent. Agent may deem and treat the payee of any promissory note issued pursuant to this Agreement as the owner thereof for all purposes unless such promissory note shall have been transferred in accordance with Section 11.10 hereof. Agent shall be fully justified in failing or refusing to take any action under this Agreement and the other Loan Documents unless it shall first receive such advice or concurrence of Requisite Lenders as it deems appropriate or it shall first be indemnified to its satisfaction by 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 except for its own gross negligence or willful misconduct. Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement in accordance with a request of Requisite Lenders, and such request and any action taken or failure to act pursuant thereto shall be binding upon all Lenders.

Reliance by Agent. The Agent shall be entitled to rely, and shall be fully protected in relying, upon any notewriting (including any electronic messages, writinginternet or intranet website posting or other distribution), resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopyfacsimile, telex or teletype telephone message, statement, order statement or other document or conversation (written or oral) 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 Borrowersthe Borrower Parties), independent accountants and other experts selected by the Agent. Agent may deem and treat the payee of any promissory note issued pursuant to this Agreement as the owner thereof for all purposes unless such promissory note shall have been transferred in accordance with Section 11.10 hereof. The Agent shall be fully justified in failing or refusing to take any action under this Agreement and the or any other Loan Documents Document unless it shall first receive such advice or concurrence of Requisite the 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 except for its own gross negligence or willful misconductaction. The Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Loan Document in accordance with a request or consent of Requisite Lenders, the Lenders and such request and any action taken or failure to act pursuant thereto shall be binding upon all of the Lenders. Furthermore, Agent may consult with legal counsel (who may be counsel for the Borrowers), independent accountants and other experts selected by it (at the expense of Borrowers), 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.

Reliance by Agent. The Agent shall be entitled to rely, and shall be fully protected in relying, upon on any note, 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 all counsel (including, without limitation, including counsel to Borrowersthe Borrower and/or Parent Guarantor to the extent such counsel so comments in writing), independent accountants and other experts selected by the Agent. The Agent may deem and treat the named payee of any promissory note issued pursuant to this Agreement Note as the owner thereof for all purposes unless such promissory note a written notice of assignment, negotiation or transfer thereof shall have been transferred in accordance filed with Section 11.10 hereofthe Agent. The Agent shall be fully justified in failing or refusing to take any action under this Agreement and the or any other Loan Documents Document unless it shall first receive such advice or concurrence of Requisite the Majority Lenders as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action except for its own gross negligence or willful misconductaction. The 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 Requisite Lendersthe Majority Lenders (or such other percentage of the Lenders as required by the provisions of this Agreement), and such request and any action taken or failure to act pursuant thereto shall be binding upon all LendersLenders and all future holders of the Notes.

Reliance by Agent. Agent shall be entitled to rely, and shall be fully protected in relying, and shall not incur any liability for relying, upon any note, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopytelefacsimile or other electronic method of transmission, 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 sent, or made by the proper Person or Persons Persons, and upon advice and statements of legal counsel (including, without limitation, including counsel to BorrowersBorrower or counsel to any Lender), independent accountants and other experts selected by Agent. The Agent also may deem rely upon any statement made to it orally or by telephone and treat the payee of any promissory note issued pursuant believed by it to this Agreement as the owner thereof for all purposes unless such promissory note shall have been transferred in accordance with Section 11.10 hereofmade by the proper Person, and shall not incur any liability for relying thereon. Agent shall be fully justified in failing or refusing to take any action under this Agreement and the or any other Loan Documents Document unless it Agent shall first receive such advice or concurrence of Requisite the Lenders as it deems appropriate and until such instructions are received, Agent shall act, or refrain from acting, as it deems advisable. If Agent so requests, it shall first be indemnified to its reasonable satisfaction by the Lenders against any and all liability and expense which that may be incurred by it by reason of taking or continuing to take any such action except for its own gross negligence or willful misconductaction. Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Loan Document in accordance with a request or consent of Requisite Lenders, the Required Lenders and such request and any action taken or failure to act pursuant thereto shall be binding upon all of the Lenders.

Reliance by 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, 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, without limitation, counsel to Borrowersthe Borrower), independent accountants and other experts selected by the Agent. The Agent may deem and treat the payee of any promissory note issued pursuant to this Agreement Note as the owner thereof for all purposes unless such promissory note the Agent shall have been transferred in accordance with Section 11.10 hereofactual notice of any transferee. The Agent shall be fully justified in failing or refusing to take any action under this Agreement and the other Loan Transaction Documents unless it shall first receive such advice or concurrence of Requisite Lenders the Required Holders (or, when expressly required hereby, all the Holders) as it deems appropriate or it shall first be indemnified to its satisfaction by Lenders the Holders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action 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 Transaction Documents in accordance with a request of Requisite Lendersthe Required Holders (or, when expressly required hereby, all the Holders), and such request and any action taken or failure to act pursuant thereto shall be binding upon all Lendersthe Holders and all future Holders.

Reliance by 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, 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, without limitation, counsel to Borrowersthe Company, Grace New York or any other Borrower), independent accountants and other experts selected by the Agent. The Agent may deem and treat the payee of any promissory note issued pursuant to this Agreement Note as the owner thereof for all purposes unless such promissory note a written notice of assignment, negotiation or transfer thereof shall have been transferred in accordance filed with Section 11.10 hereofthe Agent. The Agent shall be fully justified in failing or refusing to take any action under this Agreement and the or any other Loan Documents Document unless it shall first receive such advice or concurrence of Requisite Lenders the Majority Banks as it deems appropriate or it shall first be indemnified to its satisfaction by Lenders the Banks against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action except for its own gross negligence or willful misconductaction. 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 Loan Documents in accordance with a request of Requisite Lendersthe Majority Banks, and such request and any action taken or failure to act pursuant thereto shall be binding upon all Lendersthe Banks and all future holders of the Notes.

Reliance by 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, 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, without limitation, statements of counsel to the Borrowers), independent accountants and other experts selected by the Agent. The Agent may deem and treat the payee of any promissory note issued pursuant to this Agreement Note as the owner thereof for all purposes unless such promissory note the Agent shall have been transferred in accordance with Section 11.10 hereofactual notice of any transferee. The Agent shall be fully justified in failing or refusing to take any action under this Agreement and the other Loan Transaction Documents unless it shall first receive such advice or concurrence of Requisite Lenders the Required Holders (or, when expressly required hereby, all the Holders) as it deems appropriate or it shall first be indemnified to its satisfaction by Lenders the Holders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action 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 Transaction Documents in accordance with a request of Requisite Lendersthe Required Holders (or, when expressly required hereby, all the Holders), and such request and any action taken or failure to act pursuant thereto shall be binding upon all Lendersthe Holders and all future Holders.

Reliance by 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, without limitation, counsel to the Borrowers), independent accountants and other experts selected by the Agent. The Agent may deem and treat the payee of any promissory note issued pursuant to this Agreement Note as the owner thereof for all purposes unless such promissory note Note shall have been transferred in accordance with Section 11.10 hereofSECTION 13.1. The Agent shall be fully justified in failing or refusing to take any action under this Agreement and the other Loan Documents unless it shall first receive such advice or concurrence of Requisite the Required Lenders (or the unanimous consent of the Lenders with respect to the matters set forth in SECTION 15.9(B)) 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 except for its own gross negligence or willful misconductaction. The Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the Notes in accordance with a request of Requisite the Required Lenders, and such request and any action taken or failure to act pursuant thereto shall be binding upon all Lendersthe Lenders and all future holders of the Notes.

Reliance by 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, cablegram, telegram, 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, any counsel to Borrowersany Borrower), independent accountants and other experts selected by the Agent. The Agent may deem and treat the payee of Lender specified in the Register with respect to any promissory note issued pursuant to this Agreement amount owing hereunder as the owner thereof for all purposes unless such promissory note a written notice of assignment, negotiation or transfer thereof shall have been transferred in accordance filed with Section 11.10 hereofthe Agent. The Agent shall be fully justified in failing or refusing to take any action under this Agreement and the or any other Loan Documents Document unless it shall first receive such advice or concurrence of Requisite the Majority Lenders or Majority Tranche Lenders as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action except for its own gross negligence or willful misconductaction. The Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Loan Document in accordance with a request of Requisite the Majority Lenders (or to the extent that this Agreement expressly requires a higher percentage of Lenders, such higher percentage) or Majority Tranche Lenders, as appropriate, and such request and any action taken or failure to act pursuant thereto shall be binding upon all Lendersthe Lenders and all future holders of the obligations owing by any Borrower hereunder.

Reliance by Agent. The Administrative 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 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 Borrowersthe Borrower or any other Loan Party), independent accountants and other experts selected by the Administrative Agent. The Administrative Agent may deem and treat the payee of any promissory note issued pursuant to this Agreement Note as the owner thereof for all purposes unless such promissory note a written notice of assignment, negotiation or transfer thereof shall have been transferred in accordance filed with Section 11.10 hereofthe Administrative Agent. The Administrative Agent shall be fully justified in failing or refusing to take any action under this Agreement and the or any other Loan Documents Document unless it shall first receive such advice or concurrence of Requisite the 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 action except for its own gross negligence or willful misconductaction. 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 Requisite the Required Lenders, and such request and any action taken or failure to act pursuant thereto shall be binding upon all Lendersthe Lenders and all future holders of the Loans.

Reliance by 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, without limitation, counsel to Borrowersthe Lessor, the Guarantor or the Lessee), independent accountants and other experts selected by the Agent. The Agent may deem and treat the payee of any promissory note issued pursuant to this Agreement Note as the owner thereof for all purposes unless such promissory note a written notice of assignment, negotiation or transfer thereof shall have been transferred in accordance filed with Section 11.10 hereofthe Agent. The Agent shall be fully justified in failing or refusing to take any action under this Loan Agreement and the or any other Loan Documents Operative Document unless it shall first receive such advice or concurrence of Requisite the Required Lenders as it deems appropriate or it shall first be indemnified to its satisfaction by Lenders the Funding Parties against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action except for its own gross negligence or willful misconductaction. The Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Loan Agreement and the other Operative Documents in accordance with a request of Requisite the Required Lenders, and such request and any action taken or failure to act pursuant thereto shall be binding upon all Lendersthe Lenders and all future holders of the Notes.

Reliance by Agent. The Agent shall be entitled to relyrely upon, and shall be fully protected in relyingnot incur any liability for relying upon, upon any notenotice, writingrequest, resolution, noticecertificate, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order instrument, document or other document or conversation writing believed by it to be genuine and correct and to have been signed, signed or sent by the proper person. The Agent also may rely upon any statement made to it orally or by telephone and believed by it to be made by the proper Person or Persons person, and upon advice and statements of shall not incur any liability for relying thereon. The Agent may consult with legal counsel (including, without limitation, who may be counsel to Borrowersfor the Company), independent accountants and other experts selected by Agent. Agent may deem it, and treat the payee of shall not be liable for any promissory note issued pursuant to this Agreement as the owner thereof for all purposes unless such promissory note shall have been transferred action taken or not taken by it in accordance with Section 11.10 hereofthe advice of any such counsel, accountants or experts. The Agent shall be fully justified in failing or refusing to take any action under this Agreement and the or any other Loan Documents Document unless it shall first receive such advice or concurrence of Requisite Lenders the Purchasers as it deems appropriate or it shall first be indemnified to its satisfaction by Lenders the Purchasers against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action except for its own gross negligence or willful misconduct(it being understood that this provision shall not release the Agent from performing any action with respect to the Company expressly required to be performed by it pursuant to the terms hereof) under this Agreement. The 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 Requisite Lendersthe Purchasers, and such request and any action taken or failure to act pursuant thereto shall be binding upon all Lendersthe Purchasers and all future holders of the Notes.

Reliance by 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, 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, without limitation, counsel to Borrowersthe Borrower), independent accountants and other experts selected by the Agent. The Agent may deem and treat the payee of Lender specified in the Register with respect to any promissory note issued pursuant to this Agreement amount owing hereunder as the owner thereof for all purposes unless such promissory note a written notice of assignment, negotiation or transfer thereof shall have been transferred in accordance filed with Section 11.10 hereofthe Agent. The Agent shall be fully justified in failing or refusing to take any action under this Agreement and the or any other Loan Documents Credit Document unless it shall first receive such advice or concurrence of Requisite the 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 that may be incurred by it by reason of taking or continuing to take any such action except for its own gross negligence or willful misconductaction. The Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the other Credit Documents in accordance with a request of Requisite the Lenders, and such request and any action taken or failure to act pursuant thereto shall be binding upon all Lendersthe Lenders and all future holders of the Loans.

Reliance by 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, 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, without limitation, counsel to Borrowersthe Credit Parties), independent accountants and other experts selected by the Agent. The Agent may deem and treat the payee of any promissory note issued pursuant to this Agreement Note as the owner thereof for all purposes unless such promissory note Note shall have been transferred in accordance with Section 11.10 13.9 hereof. The Agent shall be fully justified in failing or refusing to take any action under this Agreement and the other Loan Documents unless it shall first receive such advice or concurrence of Requisite the Required Lenders (or, when expressly required hereby or by the relevant other Loan Document, all the Lenders) as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action 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 Notes in accordance with a request of Requisite the Required Lenders (or, when expressly required hereby, all the Lenders), and such request and any action taken or failure to act pursuant thereto shall be binding upon all Lendersthe Lenders and all future holders of the Notes.

Reliance by Agent. The Agent shall be entitled to rely, and ------------------ shall be fully protected in relying, upon any noteWorking Capital Note, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telecopy or 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 person or Persons persons and upon advice and statements of legal counsel (including, without limitation, counsel to Borrowersthe Borrower), independent accountants and other experts selected by the Agent. The Agent may deem and treat the payee of any promissory note issued pursuant to this Agreement Working Capital Note as the owner thereof for all purposes unless such promissory note a written notice of assignment, negotiation or transfer thereof shall have been transferred in accordance filed with Section 11.10 hereofthe Agent. The Agent shall be fully justified in failing or refusing to take any action under this Agreement and the or any other Loan Documents Document unless it shall first receive such advice or concurrence of Requisite the 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 action except for its own gross negligence or willful misconductaction. The Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the Working Capital Notes and the other Loan Documents in accordance with a request of Requisite the Required Lenders, and such request and any action taken or failure to act pursuant thereto shall be binding upon all Lendersthe Lenders and all future holders of the Working Capital Notes.

Reliance by 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, without limitation, counsel to the Borrowers), independent accountants and other experts selected by the Agent. The Agent may deem and treat the payee of any promissory note issued pursuant to this Agreement Note as the owner thereof for all purposes purposes, unless such promissory note a written notice of assignment, negotiation or transfer thereof shall have been transferred in accordance filed with Section 11.10 hereofthe Agent. The Agent shall be fully justified in failing or refusing to take any action under this the Credit Agreement and or any of the other Loan Security Documents unless it shall first receive such advice or concurrence of Requisite Lenders the Banks as it deems appropriate or it shall first be indemnified to its satisfaction by Lenders the Banks against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action except for its own gross negligence or willful misconductaction. The Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement the Credit Agreement, the Security Documents and the Notes in accordance with a request of Requisite Lendersthe Banks, and such request and any action taken or failure to act pursuant thereto shall be binding upon the Banks and all Lendersfuture holders of the Notes.

Reliance by 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, without limitation, counsel to Borrowersany Loan Party), independent accountants and other experts selected by the Agent. The Agent may deem and treat the payee of any promissory note issued pursuant to this Agreement Note as the owner thereof for all purposes unless such promissory note the Agent shall have been transferred received an executed Assignment Agreement in accordance with Section 11.10 hereofrespect thereof. The Agent shall be fully justified in failing or refusing to take any action under this Agreement and the or any other Loan Documents Document unless it shall first receive such advice or concurrence of Requisite the Required CKE SIXTH AMENDED AND RESTATED CREDIT AGREEMENT Lenders as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action except for its own gross negligence or willful misconductaction. The 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 Requisite the Required Lenders, and such request and any action taken or failure to act pursuant thereto shall be binding upon all Lendersthe Lenders and all future holders of the Notes.

Reliance by Agent. The Agent shall be entitled to rely, and shall be fully protected in relying, upon on any note, 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 all counsel (including, without limitation, including counsel to Borrowersany Borrower and/or Parent Guarantor to the extent such counsel so comments in writing), independent accountants and other experts selected by the Agent. The Agent may deem and treat the named payee of any promissory note issued pursuant to this Agreement Note as the owner thereof for all purposes unless such promissory note a written notice of assignment, negotiation or transfer thereof shall have been transferred in accordance filed with Section 11.10 hereofthe Agent. The Agent shall be fully justified in failing or refusing to take any action under this Agreement and the or any other Loan Documents Document unless it shall first receive such advice or concurrence of Requisite the Majority Lenders as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action except for its own gross negligence or willful misconductaction. The 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 Requisite Lendersthe Majority Lenders (or such other percentage of the Lenders as required by the provisions of this Agreement), and such request and any action taken or failure to act pursuant thereto shall be binding upon all LendersLenders and all future holders of the Notes.

Reliance by 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, without limitation, counsel to Borrowersthe Lessor or any Lessee), independent accountants and other experts selected by the Agent. The Agent may deem and treat the payee of any promissory note issued pursuant to this Agreement Note as the owner thereof for all purposes unless such promissory note a written notice of assignment, negotiation or transfer thereof shall have been transferred in accordance filed with Section 11.10 hereofthe Agent. The Agent shall be fully justified in failing or refusing to take any action under this Loan Agreement and the or any other Loan Documents Operative Document unless it shall first receive such advice or concurrence of Requisite the Required Lenders as it deems appropriate or it shall first be indemnified to its satisfaction by Lenders the Funding Parties against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action except for its own gross negligence or willful misconductaction. Subject to the Operative Documents, the Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Loan Agreement and the other Operative Documents in accordance with a request of Requisite the Required Lenders, and such request and any action taken or failure to act pursuant thereto shall be binding upon all Lendersthe Lenders and all future holders of the Notes.

Reliance by Agent. (a) Agent shall be entitled to rely, and shall be fully protected in relying, upon any note, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopyfacsimile, 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, including counsel to BorrowersBorrower), independent accountants and other experts selected by Agent. Agent may deem and treat the payee of any promissory note issued pursuant to this Agreement as the owner thereof for all purposes unless such promissory note shall have been transferred in accordance with Section 11.10 hereof. Agent shall be fully justified in failing or refusing to take any action under this Loan Agreement and the or any other Loan Documents Operative Document unless it shall first receive such advice or concurrence of Requisite the Required Lenders as it deems appropriate or and, if it so requests, it shall first be indemnified to its satisfaction by 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 except for its own gross negligence or willful misconductaction. Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Loan Agreement or any other Operative Document in accordance with a request and any action taken upon consent of Requisite Lenders, the Required Lenders and such request and any action taken or failure to act pursuant thereto shall be binding upon all of Lenders. (b) Each Lender that has executed this Loan Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter either sent by 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 Lender. SECTION 7.5.

Reliance by 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, without limitation, counsel to Borrowersthe Borrower or any of its Subsidiaries), accountants of the Borrower, independent accountants and other experts selected by the Agent. The Agent may deem and treat the payee of any promissory note issued pursuant to this Agreement Note as the owner thereof for all purposes unless such promissory note a written notice of assignment, negotiation or transfer thereof shall have been transferred in accordance filed with Section 11.10 hereofthe Agent. The Agent shall be fully justified in failing or refusing to take any action under this Agreement and the or any other Loan Documents Document unless it shall first receive such advice or concurrence of Requisite the 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 action except for its own gross negligence or willful misconductaction. The Agent shall in all cases be fully protected held harmless and indemnified in acting, or in refraining from acting, under this Agreement and the other Loan Documents in accordance with a request of Requisite the Required Lenders, and such request and any action taken or failure to act pursuant thereto shall be binding upon all Lendersthe Lenders and all future holders of the Loans.

Reliance by 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, cablegram, telegram, 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 Borrowersthe Borrower), independent accountants and other experts selected by the Agent. The Agent may deem and treat the payee of any promissory note issued pursuant to this Agreement Note as the owner thereof for all purposes unless such promissory note a written notice of assignment, negotiation or transfer thereof shall have been transferred in accordance filed with Section 11.10 hereofthe Agent. The Agent shall be fully justified in failing or refusing to take any action under this Agreement and the or any other Loan Documents Credit Document unless it shall first receive such advice or concurrence of Requisite the Lenders as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action except for its own gross negligence or willful misconductaction. 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 Credit Documents in accordance with a request of Requisite the 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 Notes. Without limiting the generality of the foregoing, no Lender shall have any right of action whatsoever against the Agent as a result of the Agent acting or refraining from acting hereunder or under any Credit Documents in accordance with the instructions of the Lenders.