Common use of Reliance by the Agents Clause in Contracts

Reliance by the Agents. Each 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 Borrower), independent accountants and other experts selected by such Agent. Each Agent may deem and treat the payee of any Revolving Credit Note as the owner thereof for all purposes unless such Revolving Credit Note shall have been transferred in accordance with Section 12.8 hereof. Each 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 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. Each Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the Revolving Credit Notes in accordance with a request of 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 the Lenders and all future holders of the Revolving Credit Notes.

Reliance by the Agents. (a) Each of the Administrative Agent and the Collateral 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 the Borrowerany Credit Party), independent accountants and other experts selected by such Administrative Agent or Collateral Agent. Each of the Administrative Agent may deem and treat the payee of any Revolving Credit Note as the owner thereof for all purposes unless such Revolving Credit Note shall have been transferred in accordance with Section 12.8 hereof. Each Collateral Agent shall be fully justified in failing or refusing to take any action under this Agreement and the other Loan Documents any Credit Document unless it shall first receive such advice or concurrence of the Required Lenders (or, when expressly required hereby or by the relevant other Loan Document, all 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. Each of the Administrative Agent and the Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the Revolving or any other Credit Notes Document in accordance with a request or consent of the Required Lenders (or, when or such greater number of Lenders as may be expressly required hereby, all the Lenders), hereby in any instance) and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the Revolving Credit NotesLenders.

Reliance by the Agents. Each Agent The Agents 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 the BorrowerHoldings), independent accountants and other experts selected by such Agentthe Agents. Each Agent The Agents may deem and treat the payee of any Revolving Credit Note as the owner thereof for all purposes unless such Revolving Credit Note a written notice of assignment, negotiation or transfer thereof shall have been transferred in accordance filed with Section 12.8 hereofthe Administrative Agent. Each Agent The Agents shall be fully justified in failing or refusing to take any action under this Agreement and the other applicable Loan Documents Document unless it shall first receive such advice or concurrence of the Required Lenders (or, when expressly required hereby or if so specified by the relevant other Loan Documentthis Agreement, all Lenders or the LendersMajority Facility Lenders in respect of any Facility) 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. Each Agent The Agents shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the Revolving Credit Notes applicable Loan Documents in accordance with a request of the Required Lenders (or, when expressly required herebyif so specified by this Agreement, all Lenders or the LendersMajority Facility Lenders in respect of any Facility), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the Revolving Credit NotesLoans.

Reliance by the Agents. Each Agent The Agents shall be entitled to rely, and shall be fully protected (and shall have no liability to any Person) 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 Borrower), independent accountants and other experts selected by such any Agent. Each Agent The Agents may deem and treat the payee of any Revolving Credit Note as the owner thereof for all purposes unless such Revolving Credit Note shall have been transferred in accordance with Section 12.8 hereofsubsection 10.6 and all actions required by such subsection in connection with such transfer shall have been taken. Each Agent Any request, authority or consent of any Person or entity who, at the time of making such request or giving such authority or consent, is the holder of any Note shall be conclusive and binding on any subsequent holder, transferee, assignee or endorsee, as the case may be, of such Note or of any Note or Notes issued in exchange therefor. The Agents 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 the Required Lenders (or, when expressly and/or such other requisite percentage of the Lenders as is required hereby or by the relevant other Loan Document, all the Lenderspursuant to subsection 10.1(a) as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense 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 The Agents shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and any Notes and the Revolving Credit Notes other Loan Documents in accordance with a request of the Required Lenders (or, when expressly and/or such other requisite percentage of the Lenders as is required hereby, all the Lenderspursuant to subsection 10.1(a), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the Revolving Credit NotesLoans.

Reliance by the Agents. Each Agent The Agents 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 the Borrower), independent accountants and other experts selected by such Agentthe Agents. Each Agent The Agents may deem and treat the payee of any Revolving Credit Note as the owner thereof for all purposes unless such Revolving Credit Note a written notice of assignment, negotiation or transfer thereof shall have been transferred in accordance filed with Section 12.8 hereofthe Administrative Agent. Each Agent The Agents shall be fully justified in failing or refusing to take any action under this Agreement and the other applicable Loan Documents Document unless it shall first receive such advice or concurrence of the Required Lenders (or, when expressly required hereby or if so specified by the relevant other Loan Documentthis Agreement, all Lenders or the LendersMajority Facility Lenders in respect of any Facility) 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. Each Agent The Agents shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the Revolving Credit Notes applicable Loan Documents in accordance with a request of the Required Lenders (or, when expressly required herebyif so specified by this Agreement, all Lenders or the LendersMajority Facility Lenders in respect of any Facility), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the Revolving Credit NotesLoans. In determining compliance with any conditions hereunder to the making of a Loan, or the issuance of a Letter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender or an Issuing Lender, the Agents may presume that such condition is satisfactory to such Lender or such Issuing Lender unless the Administrative Agent shall have received notice to the contrary from such Lender or such Issuing Lender prior to the making of such Loan or the issuance of such Letter of Credit.

Reliance by the Agents. Each Agent The Agents 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 the BorrowerLoan Parties), independent accountants and other experts selected by such Agentthe Agents. Each Agent The Agents may deem and treat the payee of any Revolving Credit Note as the owner thereof for all purposes unless such Revolving Credit Note a written notice of assignment, negotiation or transfer thereof shall have been transferred in accordance filed with Section 12.8 hereofthe Administrative Agent. Each Agent The Agents shall be fully justified in failing or refusing to take any action under this Agreement and the other applicable Loan Documents Document unless it shall first receive such advice or concurrence of the Required Lenders (or, when expressly required hereby or if so specified by the relevant other Loan Documentthis Agreement, all Lenders or the LendersMajority Facility Lenders in respect of any Facility) 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. Each Agent The Agents shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the Revolving Credit Notes applicable Loan Documents in accordance with a request of the Required Lenders (or, when expressly required herebyif so specified by this Agreement, all Lenders or the LendersMajority Facility Lenders in respect of any Facility), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the Revolving Credit NotesLoans.

Reliance by the Agents. Each 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 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, counsel to the BorrowerCredit Parties), independent accountants and other experts selected by such Agent. Each Agent may deem and treat the payee of any Revolving Credit Note as the owner thereof for all purposes unless such Revolving Credit Note shall have been transferred in accordance with Section 12.8 13.8 hereof. Each 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 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 misconductaction. Each Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the Revolving Credit Notes in accordance with a request of 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 the Lenders and all future holders of the Revolving Credit NotesLenders.

Reliance by the Agents. Each Agent of the Agents 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 the Borrower), independent accountants and other experts selected by such Agent. Each Agent may deem and treat As to the payee of any Revolving Credit Note as Lenders: (1) the owner thereof for all purposes unless such Revolving Credit Note shall have been transferred in accordance with Section 12.8 hereof. Each Administrative 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 one hundred percent (100%) of the Required Lenders (or, when if a provision of this Agreement expressly required hereby or by provides that a lesser number of the relevant other Loan DocumentLenders may direct the action of the Administrative Agent, all the such lesser number of Lenders) as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders ratably in accordance with their respective Percentage Shares 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 the Administrative Agent’s gross negligence or willful misconduct. Each ), and (2) the Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the Revolving Credit Notes Loan Documents in accordance with a request of one hundred percent (100%) of the Required Lenders (or, when if a provision of this Agreement expressly provides that the Administrative Agent shall be required herebyto act or refrain from acting at the request of a lesser number of the Lenders, all the such lesser number of Lenders), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the Revolving Credit NotesLenders.

Reliance by the Agents. Each Agent The Agents 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 Parent or the Borrowerother Borrowers), independent accountants and other experts selected by such Agentthe Agents. Each The applicable Agent may deem and treat the payee of any Revolving Credit Note as the owner thereof for all purposes unless such Revolving Credit Note a written notice of assignment, negotiation or transfer thereof shall have been transferred in accordance filed with Section 12.8 hereofthe applicable Agent. Each The applicable 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 the Required Lenders (or, when expressly required hereby or in the case of the Sustainability Coordinator, the Required Pro Rata Facility Lenders) (or, if so specified by the relevant other Loan Documentthis Agreement, all the 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. Each The applicable Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the Revolving Credit Notes other Loan Documents in accordance with a request of the Required Lenders (or, when expressly required herebyin the case of the Sustainability Coordinator, the Required Pro Rata Facility Lenders) (or, if so specified by this Agreement, all the affected Lenders), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the Revolving Credit NotesLoans.

Reliance by the Agents. Each Agent of the Agents shall be entitled to rely, and shall be fully protected in relying, upon any note, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, 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 the Borrower), independent accountants and other experts selected by any such Agent. Each Agent may deem and treat of the payee of any Revolving Credit Note as the owner thereof for all purposes unless such Revolving Credit Note shall have been transferred in accordance with Section 12.8 hereof. Each Agent Agents shall be fully justified in failing or refusing to take any action under this Agreement or any other Transaction Document (a) if such action would, in the opinion of such Agent (upon consultation with counsel), be contrary to applicable Law or the terms of any Credit Document, (b) if such action is not specifically provided for in the Credit Documents to which such Agent is a party or such action involves discretionary action by, consent, designation, specification, requirement or approval of, notice, request or other communication from, or other direction given or action to be undertaken or to be (or not to be) suffered or omitted by such Agent (including, as to the Collateral Agent, the enforcement of any remedies under the Credit Documents) and the other Loan Documents unless it shall first receive not have received such advice or concurrence of the Required Lenders Administrative Agent (or, when expressly required hereby or by in the relevant other Loan Documentcase of the Administrative Agent, all of the Required Lenders) as it deems appropriate appropriate, (c) if in connection with the taking of any such action that would constitute the making of a payment due under any Project Document pursuant to the terms of any Direct Agreement, it shall not first have received from any or all of the other Secured Parties funds equal to the amount of such payment, or (d) unless, if it so requests, such Agent 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 of the Agents shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the Revolving Credit Notes or any other Transaction Document in accordance with a request or consent of the Required Lenders (or, when expressly required herebyin the case of the Collateral Agent, all in accordance with a request or consent of the Administrative Agent or 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 Revolving Credit NotesSecured Parties. The permissive rights of the Collateral Agent hereunder shall not be construed as duties. In no event shall the Collateral Agent be liable for indirect, consequential or special damages regardless of the form of action and regardless of whether the Collateral Agent was warned of the possibility thereof in advance. The Collateral Agent is authorized to obey and comply, in any manner it or its counsel deems appropriate, with all writs, order, judgments, awards, decrees issued or process entered by any court or arbitral tribunal with respect to this Agreement and if the Collateral Agent so complies, it shall not be liable to any party hereto or to any other party or person notwithstanding that any such writ, order, judgment, award, decree or process may be subsequently reversed, modified, annulled, set aside, vacated or found to have been entered without competent jurisdiction. No provision of this Agreement shall require the Collateral Agent to take any action or inaction or to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. Notwithstanding anything to the contrary contained herein, the Collateral Agent shall have no responsibility for (i) preparing, recording, filing, re-recording or re-filing any financing statement, perfection statement, continuation statement or other instrument in any public office or for otherwise ensuring the perfection or maintenance of any security interest granted pursuant to any Financing Document, (ii) taking any necessary steps to preserve rights against any parties with respect to any Collateral or (iii) taking any action to protect against any diminution in value of the Collateral.

Reliance by the Agents. Each Agent The Agents shall be entitled to relyrely upon, and shall be fully protected in relyingnot incur any liability for relying upon, upon any notenotice, writingrequest, resolution, noticecertificate, consent, certificatestatement, affidavitinstrument, letter, cablegram, telegram, telecopy, telex document or teletype other writing (including any electronic message, statement, order Internet or intranet website posting or other document or conversation distribution) believed by it to be genuine and correct and to have been signed, sent or otherwise authenticated by the proper Person. Each Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person or Persons Person, and upon advice and statements of legal counsel (including, without limitation, counsel shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the Borrower)making of a Loan or the issuance of a Letter of Credit that by its terms must be fulfilled to the satisfaction of a Lender or the Issuing Bank, each Agent may presume that such condition is satisfactory to such Lender or Issuing Bank unless the Administrative Agent shall have received notice to the contrary from such Lender or Issuing Bank prior to the making of such Loan or the issuance of such Letter of Credit. Each Agent may consult with legal counsel, independent accountants and other experts selected by such Agent. Each Agent may deem it, and treat the payee of shall not be liable for any Revolving Credit Note as the owner thereof for all purposes unless such Revolving Credit Note shall have been transferred action taken or not taken by it in accordance with Section 12.8 hereofthe advice of any such counsel, accountants or experts. Each 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 the Required Lenders (or, when expressly required hereby or by the relevant other Loan Document, all the Lenders) as it deems appropriate (or such greater number of Lenders as may be expressly required hereby in any instance) 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. Each Agent The Agents shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the Revolving Credit Notes or any other Loan Document in accordance with a request or consent of the Required Lenders (or, when or such greater number of Lenders as may be expressly required hereby, all the Lenders), hereby in any instance) and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders Lenders; provided, that the Agents shall not be required to take any action that, in their opinion or in the opinion of the Revolving Credit Notestheir counsel, may expose such Agent to liability or that is contrary to any Loan Document or applicable Law.

Reliance by the Agents. Each Agent of the Agents 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 the Borrower), independent accountants and other experts selected by such Agent. Each Agent may deem and treat As to the payee of any Revolving Credit Note as Lenders: (1) the owner thereof for all purposes unless such Revolving Credit Note shall have been transferred in accordance with Section 12.8 hereof. Each Administrative 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 one hundred percent (100%) of the Required Lenders (or, when if a provision of this Agreement expressly required hereby or by provides that a lesser number of the relevant other Loan DocumentLenders may direct the action of the Administrative Agent, all the such lesser number of Lenders) as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders ratably in accordance with their respective Pro Rata Shares 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 the Administrative Agent’s gross negligence or willful misconduct. Each ), and (2) the Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the Revolving Credit Notes Loan Documents in accordance with a request of one hundred percent (100%) of the Required Lenders (or, when if a provision of this Agreement expressly provides that the Administrative Agent shall be required herebyto act or refrain from acting at the request of a lesser number of the Lenders, all the such lesser number of Lenders), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the Revolving Credit NotesLenders.

Reliance by the Agents. Each Agent The Agents shall be entitled to relyrely upon, and shall be fully protected in relyingnot incur any liability for relying upon, upon any notenotice, writingrequest, resolution, noticecertificate, consent, certificatestatement, affidavitinstrument, letter, cablegram, telegram, telecopy, telex document or teletype other writing (including any electronic message, statement, order Internet or intranet website posting or other document or conversation distribution) believed by it to be genuine and correct and to have been signed, sent or otherwise authenticated by the proper Person. Each Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person Person, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan, or Persons and upon advice and statements the issuance of a Letter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender or the applicable Issuer, each Agent may presume that such condition is satisfactory to such Lender or such Issuer unless the Administrative Agent shall have received notice to the contrary from such Lender or such Issuer prior to the making of such Loan or the issuance of such Letter of Credit. Each Agent may consult with legal counsel (including, without limitation, who may be counsel to for the Borrower), independent accountants and other experts selected by such Agent. Each Agent may deem it, and treat the payee of shall not be liable for any Revolving Credit Note as the owner thereof for all purposes unless such Revolving Credit Note shall have been transferred action taken or not taken by it in accordance with Section 12.8 hereofthe advice of any such counsel, accountants or experts. Each 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 the Required Requisite Lenders (or, when expressly required hereby or by the relevant other Loan Document, all 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. Each Agent The Agents shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the Revolving Credit Notes or any other Loan Document in accordance with a request or consent of the Required Requisite Lenders (or, when or such greater number of Lenders as may be expressly required hereby, all the Lenders), hereby in any instance) and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders Lenders; provided that the Agents shall not be required to take any action that, in their opinion or in the opinion of the Revolving Credit Notestheir counsel, may expose such Agent to liability or that is contrary to any Loan Document or applicable Law.

Reliance by the Agents. Each The Administrative 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 the BorrowerHoldings), independent accountants and other experts selected by such the Administrative Agent. Each The Administrative Agent may deem and treat the payee of any Revolving Credit Note as the owner thereof for all purposes unless such Revolving Credit Note a written notice of assignment, negotiation or transfer thereof shall have been transferred in accordance filed with Section 12.8 hereofthe Administrative Agent. Each The Administrative Agent shall be fully justified in failing or refusing to take any action under this Agreement and the other applicable Loan Documents Document unless it shall first receive such advice or concurrence of the Required Lenders (or, when expressly required hereby or if so specified by the relevant other Loan Documentthis Agreement, all Lenders or the Supermajority 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. Each The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the Revolving Credit Notes applicable Loan Documents in accordance with a request of the Required Lenders (or, when expressly required herebyif so specified by this Agreement, all Lenders or the Supermajority Lenders), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the Revolving Credit NotesLoans.

Reliance by the Agents. Each 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 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 in-house counsel of such Agent or counsel to the BorrowerCompany), independent accountants and other experts selected by such Agent. Each Agent may deem and treat the payee holder of any Revolving Credit Note Advance as the owner thereof for all purposes unless such Revolving Credit Note an Assignment Notice and Acceptance with respect thereto shall have been transferred in accordance filed with Section 12.8 hereofthe Operating Agent. Each 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 Required Lenders Majority Banks (or, when expressly or all of the Banks if so required hereby or by the relevant other Loan Document, all the LendersSection 9.01) as it deems shall deem appropriate or it shall first be indemnified to its satisfaction by the Lenders Banks against any and all liability and expense (except any such liability or expense resulting from its gross negligence or willful misconduct) 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 Revolving Credit Notes in accordance with a request or consent of the Required Lenders Majority Banks (or, when expressly or all of the Banks if so required hereby, all the Lenders)by Section 9.01) pursuant to Article IX, and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders Banks and all future holders of the Revolving Credit NotesAdvances.

Reliance by the Agents. Each Agent The Agents 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 Parent or the Borrowerother Borrowers), independent accountants and other experts selected by such Agentthe Agents. Each The applicable Agent may deem and treat the payee of any Revolving Credit Note as the owner thereof for all purposes unless such Revolving Credit Note a written notice of assignment, negotiation or transfer thereof shall have been transferred in accordance filed with Section 12.8 hereofthe applicable Agent. Each The applicable 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 the Required Lenders (or, when expressly required hereby or if so specified by the relevant other Loan Documentthis Agreement, all the 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. Each The applicable Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the Revolving Credit Notes other Loan Documents in accordance with a request of the Required Lenders (or, when expressly required herebyif so specified by this Agreement, all the affected Lenders), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the Revolving Credit NotesLoans.

Reliance by the Agents. Each Agent The Agents 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 the Borrower), independent accountants and other experts selected by such Agentthe Agents. Each Agent may deem and treat the payee of any Revolving Credit Note as the owner thereof for all purposes unless such Revolving Credit Note a written notice of assignment, negotiation or transfer thereof shall have been transferred in accordance filed with Section 12.8 hereofthe Administrative Agent. Each Agent shall be fully justified in failing or refusing to take any action under this Agreement and the other applicable Loan Documents Document unless it shall first receive such advice or concurrence of the Required Lenders (or, when expressly required hereby or if so specified by the relevant other Loan Documentthis Agreement, all Lenders or the LendersMajority Facility Lenders in respect of any Facility) as it deems appropriate or it shall first be indemnified to its satisfaction by the Revolving 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. Each Agent The Agents shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the Revolving Credit Notes applicable Loan Documents in accordance with a request of the Required Lenders (or, when expressly required herebyif so specified by this Agreement, all Lenders or the LendersMajority Facility Lenders in respect of any Facility), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the Revolving Loans. In determining compliance with any conditions hereunder to the making of a Loan, the issuance of a Letter of Credit Notesor the creation of an Acceptance, that by its terms must be fulfilled to the satisfaction of a Lender, an Issuing Lender or Swingline Lender, the Agents may presume that such condition is satisfactory to such Lender, Issuing Lender or Swingline Lender unless the Administrative Agent shall have received notice to the contrary from such Lender, Issuing Lender, or Swingline Lender prior to the making of such Loan or the issuance of such Letter of Credit.

Reliance by the Agents. Each Agent The Agents shall be entitled to relyrely upon, and shall be fully protected in relyingnot incur any liability for relying upon, upon any notenotice, writingrequest, resolution, noticecertificate, consent, certificatestatement, affidavitinstrument, letter, cablegram, telegram, telecopy, telex document or teletype other writing (including any electronic message, statement, order Internet or intranet website posting or other document or conversation distribution) believed by it to be genuine and correct and to have been signed, sent or otherwise authenticated by the proper Person. Each Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person Person, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan or Persons and upon advice and statements the issuance of a Letter of Credit that by its terms must be fulfilled to the satisfaction of a Lender or an Issuing Bank, each Agent may presume that such condition is satisfactory to such Lender or Issuing Bank unless the Administrative Agent shall have received notice to the contrary from such Lender or Issuing Bank prior to the making of such Loan or the issuance of such Letter of Credit. Each Agent may consult with legal counsel (including, without limitation, who may be counsel to for the Borrower), independent accountants and other experts selected by such Agent. Each Agent may deem it, and treat the payee of shall not be liable for any Revolving Credit Note as the owner thereof for all purposes unless such Revolving Credit Note shall have been transferred action taken or not taken by it in accordance with Section 12.8 hereofthe advice of any such counsel, accountants or experts. Each Agent shall be fully justified in failing or refusing to take any discretionary action that is not required or explicitly approved by the Lenders under this Agreement and the other any Loan Documents Document unless it shall first receive such advice or concurrence of the Required Lenders (or, when expressly required hereby or by the relevant other Loan Document, all the requisite percentage of 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. Each Agent The Agents shall in all cases be fully protected in actingtaking any action, or in refraining from actingtaking any action, under this Agreement and the Revolving Credit Notes any Loan Document in accordance with a request or consent of the Required Lenders (or, when or such greater number of Lenders as may be expressly required hereby, all the Lenders), hereby in any instance) and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders; provided that the Agents shall not be required to take any action that, in their opinion or in the opinion of their counsel, may expose such Agent to liability or that is contrary to any Loan Document or applicable Law. Notwithstanding the foregoing, the Administrative Agent and the Collateral Agent shall not act (or refrain from acting, as applicable) upon any direction from the Required Lenders and all future holders (or other requisite percentage of Lenders) that would cause the Revolving Credit NotesAdministrative Agent to be in breach of any express term or provision of this Agreement. The Required Lenders agree not to instruct the Administrative Agent or Collateral Agent to take any action, or refrain from taking any action, that would, in each case, cause it to violate an express duty or obligation under this Agreement.

Reliance by the Agents. Each Agent of the Agents 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 the Borrower), independent accountants and other experts selected by such Agent. Each Agent may deem As to the Lenders and treat the payee of any Revolving Credit Note as Issuing Lender: (1) the owner thereof for all purposes unless such Revolving Credit Note shall have been transferred in accordance with Section 12.8 hereof. Each Administrative 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 one hundred percent (100%) of the Required Lenders and the Issuing Lender (or, when if a provision of this Agreement expressly required hereby or by provides that a lesser number of the relevant other Loan DocumentLenders may direct the action of the Administrative Agent, all the such lesser number of Lenders) as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders and the Issuing Lender ratably in accordance with their respective Applicable Percentage 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 the Administrative Agent’s gross negligence or willful misconduct. Each ); (2) the Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the Revolving Credit Notes Loan Documents in accordance with a request of one hundred percent (100%) of the Required Lenders (or, when if a provision of this Agreement expressly provides that the Administrative Agent shall be required herebyto act or refrain from acting at the request of a lesser number of the Lenders, all the such lesser number of Lenders), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders Lenders; (3) the Collateral Agent shall be fully justified in failing or refusing to take any action under the Loan Documents unless it shall first receive such advice or concurrence of the Required Benefited Creditors (or, if a provision of any Loan Document expressly provides that a greater percentage of Benefited Creditors are required to direct the action of the Collateral Agent, such greater number of Benefited Creditors) or it shall first be indemnified to its satisfaction by the Benefited Creditors against any and all future holders liability and expense which may be incurred by it by reason of taking or continuing to take any action (except for liabilities and expenses resulting from the Collateral Agent’s gross negligence or willful misconduct), and (4) the Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, under the Loan Documents in accordance with a request of the Revolving Credit NotesRequired Benefited Creditors (or, if a provision of any Loan Document expressly provides that a greater percentage of Benefited Creditors are required to direct the action of the Collateral Agent, such greater number of Benefited Creditors), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Benefited Creditors.

Reliance by the Agents. 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, counsel to Holdings or the Borrowerother Loan Parties), independent accountants and other experts selected by such the Administrative Agent. Each Agent The Agents may deem and treat the payee of any Revolving Credit Note as the owner thereof for all purposes unless such Revolving Credit Note a written notice of assignment, negotiation or transfer thereof shall have been transferred in accordance filed with Section 12.8 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 the Required Lenders (or, when expressly required hereby or by the relevant other Loan Document, all the Lenders) to so act 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 Revolving Credit Notes other Loan Documents in accordance with a request of the Required Lenders (or, when expressly required hereby, all the Lenders)to so act, and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the Revolving Credit NotesLoans.

Reliance by the Agents. Each Agent shall be entitled to rely, and shall be fully protected (and shall have no liability to any Person) in relying, upon any 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 Borrowerany Credit Agreement Party), independent accountants and other experts selected by such the each Agent. Each Agent The Agents may deem and treat the payee of any Revolving Credit Note as the owner thereof for all purposes unless such Revolving Credit Note shall have been transferred in accordance with Section 12.8 hereofsubsection 10.6 and all actions required by such subsection in connection with such transfer shall have been taken. Any request, authority or consent of any Person or entity who, at the time of making such request or giving such authority or consent, is the holder of any Note shall be conclusive and binding on any subsequent holder, transferee, assignee or endorsee, as the case may be, of such Note or of any Note or Notes issued in exchange therefor. Each Agent shall be fully justified as between itself and the Lenders in failing or refusing to take any action under this Agreement and the or any other Loan Documents Document unless it shall first receive such advice or concurrence of the Required Lenders (or, when expressly and/or such other requisite percentage of the Lenders as is required hereby or by the relevant other Loan Document, all the Lenderspursuant to subsection 10.1(a) as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense 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 any Notes and the Revolving Credit Notes other Loan Documents in accordance with a request of the Required Lenders (or, when expressly and/or such other requisite percentage of the Lenders as is required hereby, all the Lenderspursuant to subsection 10.1(a), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the Revolving Credit NotesTerm Loans.

Reliance by the Agents. Each Agent The Agents shall be entitled to relyrely upon, and shall be fully protected in relyingnot incur any liability for relying upon, upon any notenotice, writingrequest, resolution, noticecertificate, consent, certificatestatement, affidavitinstrument, letter, cablegram, telegram, telecopy, telex document or teletype other writing (including any electronic message, statement, order Internet or intranet website posting or other document or conversation distribution) believed by it to be genuine and correct and to have been signed, sent or otherwise authenticated by the proper Person. Each Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person Person, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan or Persons and upon advice and statements the issuance of a Letter of Credit that by its terms must be fulfilled to the satisfaction of a Lender or the Issuing Bank, each Agent may presume that such condition is satisfactory to such Lender or Issuing Bank unless the Administrative Agent shall have received notice to the contrary from such Lender or Issuing Bank prior to the making of such Loan or the issuance of such Letter of Credit. Each Agent may consult with legal counsel (including, without limitation, who may be counsel to for the Borrower), independent accountants and other experts selected by such Agent. Each Agent may deem it, and treat the payee of shall not be liable for any Revolving Credit Note as the owner thereof for all purposes unless such Revolving Credit Note shall have been transferred action taken or not taken by it in accordance with Section 12.8 hereofthe advice of any such counsel, accountants or experts. Each 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 the Required Lenders (or, when expressly required hereby or by the relevant other Loan Document, all 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. Each Agent The Agents shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the Revolving Credit Notes or any other Loan Document in accordance with a request or consent of the Required Lenders (or, when or such greater number of Lenders as may be expressly required hereby, all the Lenders), hereby in any instance) and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders Lenders; provided that the Agents shall not be required to take any action that, in their opinion or in the opinion of the Revolving Credit Notestheir counsel, may expose such Agent to liability or that is contrary to any Loan Document or applicable Law.

Reliance by the Agents. (a) Each 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 electronic mail, 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 the BorrowerBorrower or any Restricted Subsidiary), independent accountants and other experts selected by such either Agent. Each Agent may deem and treat the payee of any Revolving Credit Note as the owner thereof for all purposes unless such Revolving Credit Note shall have been transferred in accordance with Section 12.8 hereof. Each Agent The Agents 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 the Required Lenders (or, when expressly required hereby or by the relevant other Loan Document, all 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. Each Agent The Agents shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the Revolving Credit Notes or any other Loan Document in accordance with a request or consent of the Required Lenders (or, when expressly required hereby, or all the Lenders), if required hereunder, and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and Participants. Where this Agreement expressly permits or prohibits an action unless the Required Lenders otherwise determine, the Agents shall, and in all future holders other instances, the Agents may, but shall not be required to, initiate any solicitation for the consent or a vote of the Revolving Credit Notesrequisite Lenders.

Reliance by the Agents. Each 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 Borrower), independent accountants and other experts selected by such Agent. Each Agent may deem and treat the payee of any Revolving Credit Note as the owner thereof for all purposes unless such Revolving Credit Note shall have been transferred in accordance with Section 12.8 13.8 hereof. Each 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 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. Each Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the Revolving Credit Notes in accordance with a request of 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 the Lenders and all future holders of the Revolving Credit Notes.

Reliance by the Agents. Each 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 Borrower), independent accountants and other experts selected by such Agent. Each Agent The Agents may deem and treat the payee of any Revolving Credit Note as the owner thereof for all purposes unless such Revolving Credit Note shall have been transferred in accordance with Section 12.8 hereof14.10. Each Agent The Agents 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 Required Lenders (or, when expressly required hereby or by the relevant other Loan DocumentDocuments, 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. Each Agent The Agents shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the Revolving Credit Notes in accordance with a request of 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 the Lenders and all future holders of the Revolving Credit Notes.

Reliance by the Agents. Each Agent The Agents shall be entitled to relyrely upon, and shall be fully protected in relyingnot incur any liability for relying upon, upon any notenotice, writingrequest, resolution, noticecertificate, consent, certificatestatement, affidavitinstrument, letter, cablegram, telegram, telecopy, telex document or teletype other writing (including any electronic message, statement, order Internet or intranet website posting or other document or conversation distribution) believed by it to be genuine and correct and to have been signed, sent or otherwise authenticated by the proper Person. The Agents also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person Person, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder that by its terms must be fulfilled to the satisfaction of the Required Lenders (or, if so specified by this Agreement, all Lenders or Persons and upon advice and statements the Majority Facility Lenders in respect of any Facility), each Agent may presume that such condition is satisfactory to the Required Lenders (or, if so specified by this Agreement, all Lenders or the Majority Facility Lenders in respect of any Facility) unless such Agent shall have received notice to the contrary from the Required Lenders (or, if so specified by this Agreement, all Lenders or the Majority Facility Lenders in respect of any Facility) prior to any such condition being fulfilled. The Administrative Agent may consult with legal counsel (including, without limitation, who may be counsel to for the Borrower), independent accountants and other experts selected by such Agent. Each Agent may deem and treat the payee of any Revolving Credit Note as the owner thereof for all purposes unless such Revolving Credit Note shall have been transferred in accordance with Section 12.8 hereof. Each 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 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. Each Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the Revolving Credit Notes in accordance with a request of the Required Lenders (or, when expressly required hereby, all the Lenders)it, and such request and shall not be liable for any action taken or failure not taken by it in accordance with the advice of any such counsel, accountants or experts, except to act pursuant thereto shall be binding upon all the Lenders extent any losses, claims, damages, liabilities or expenses resulting from any such action (or inaction) are determined by a court of competent jurisdiction by a final and all future holders nonappealable judgment to have resulted from the gross negligence or wilful misconduct of the Revolving Credit Notessuch Agent-Related Party.

Reliance by the Agents. 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 (including any electronic message, Internet or intranet website posting or other distribution) 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 Persons. Each Agent may consult with legal counsel (including, without limitation, who may be counsel to for the Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such Agentcounsel, accountants or experts. Each Agent may deem and treat the payee of any Revolving Credit Note delivered hereunder as the owner thereof for all purposes unless such Revolving Credit Note a written notice of assignment, negotiation or transfer thereof shall have been transferred in accordance filed with Section 12.8 hereofsuch 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 the Required Majority Lenders (or, when expressly required hereby or by the relevant other Loan Document, all the Lenders) as it deems appropriate or and it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action except for action. Nothing contained in this Agreement or the other Loan Documents shall require any Agent to advance or expend its own gross negligence or willful misconductfunds. Each Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the Revolving Credit Notes other Loan Documents in accordance with a request of the Required Majority 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 the Lenders and all future holders of the Revolving Credit NotesLoans.

Reliance by the Agents. Each Agent of the Agents shall be entitled to rely, and shall be fully protected in relying, upon any note, writing, resolution, notice, consent, certificate, affidavit, opinion, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the a proper Person or Persons and upon advice and statements of legal counsel (including, without limitation, including counsel to the Borrowerany Credit Party), independent accountants and other experts selected by such Agent. Each Agent may deem and treat each Lender or the payee of any Revolving Credit Note Person designated in the last notice filed with the Administrative Agent under this Section, as the owner thereof for holder of all purposes unless of the interests of such Revolving Credit Note Lender in its Loans, until written notice of transfer, signed by such Lender (or the Person designated in the last notice filed with the Administrative Agent) and by the Person designated in such written notice of transfer, in form and substance satisfactory to the Administrative Agent, shall have been transferred filed with the Administrative Agent. No Agent shall be under any duty to examine or pass upon the validity, effectiveness, enforceability or genuineness of the Loan Documents or any instrument, document or communication furnished pursuant thereto or in accordance with Section 12.8 hereofconnection therewith, and each 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. Each 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 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 misconductappropriate. Each Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the Revolving Credit Notes Loan Documents in accordance with a request or direction of the Required Lenders (or, when expressly required hereby, all the Lenders), and such request or direction and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the Revolving Credit NotesLoans.

Reliance by the Agents. Each Agent The Agents shall be entitled to relyrely upon, and shall be fully protected in relyingnot incur any liability to any Lender for relying upon, upon any notenotice, writingrequest, resolution, noticecertificate, consent, certificatestatement, affidavitinstrument, letter, cablegram, telegram, telecopy, telex document or teletype other writing (including any electronic message, statement, order Internet or intranet website posting or other document or conversation distribution) believed by it to be genuine and correct and to have been signed, sent or otherwise authenticated by the proper Person. Each Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person 217 Person, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan or Persons and upon advice and statements the issuance of a Letter of Credit that by its terms must be fulfilled to the satisfaction of a Lender or an Issuing Bank, each Agent may presume that such condition is satisfactory to such Lender or Issuing Bank unless the Administrative Agent shall have received notice to the contrary from such Lender or Issuing Bank prior to the making of such Loan or the issuance of such Letter of Credit. Each Agent may consult with legal counsel (including, without limitation, who may be counsel to for the Borrower), independent accountants and other experts selected by such Agent. Each Agent may deem it, and treat the payee of shall not be liable to any Revolving Credit Note as the owner thereof Lender for all purposes unless such Revolving Credit Note shall have been transferred any action taken or not taken by it in accordance with Section 12.8 hereofthe advice of any such counsel, accountants or experts. Each 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 the Required Lenders (or, when expressly required hereby or by the relevant other Loan Document, all the requisite percentage of Lenders) as and, if it deems appropriate or 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 misconduct(which satisfaction may require such indemnity from such Lenders to be joint and several obligations of such Lenders). Each Agent The Agents shall in all cases be fully protected in actingtaking any action, or in refraining from acting, taking any action under this Agreement and the Revolving Credit Notes any Loan Document in accordance with a request or consent of the Required Lenders (or, when or such greater number of Lenders as may be expressly required hereby, all the Lenders), hereby in any instance) and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders; provided that the Agents shall not be required to take any action that, in their opinion or in the opinion of counsel (which may include counsel for the Borrower), may expose such Agent to liability or that is contrary to any Loan Document or applicable Law. The Lenders and all future holders of each other Secured Party agree not to instruct the Revolving Credit NotesAdministrative Agent, Collateral Agent or any other Agent to take any action, or refrain from taking any action, that would, in each case, cause it to violate an express duty or obligation under this Agreement.

Reliance by the Agents. 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 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 the Borrower), independent accountants and other experts selected by such Agent. Each Agent may deem and treat the payee of any Revolving Credit Note as the owner thereof for all purposes unless such Revolving Credit Note a written notice of assignment, negotiation or transfer thereof shall have been transferred in accordance filed with Section 12.8 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 the Required Lenders (or, when expressly required hereby if so specified by this Agreement, such greater percentage or number of Lenders or in the case of the Collateral Agent, as directed by the relevant other Loan Document, all the LendersAdministrative Agent where applicable) as it deems appropriate or unless 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. Each Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the Revolving Credit Notes other Loan Documents in accordance with a request of the Required Lenders (or, when expressly required herebyif so specified by this Agreement, all the such greater percentage or number of Lenders), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the Revolving Credit NotesLoans.

Reliance by the Agents. Each Agent The Agents shall be entitled to relyrely upon, and shall be fully protected in relyingnot incur any liability for relying upon, upon any notenotice, writingrequest, resolution, noticecertificate, consent, certificatestatement, affidavitinstrument, letter, cablegram, telegram, telecopy, telex document or teletype other writing (including any electronic message, statement, order Internet or intranet website posting or other document or conversation distribution) believed by it to be genuine and correct and to have been signed, sent or otherwise authenticated by the proper Person. The Agents also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person Person, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder that by its terms must be fulfilled to the satisfaction of the Required Lenders (or, if so specified by this Agreement, all Lenders or Persons and upon advice and statements the Majority Facility Lenders in respect of any Facility), each Agent may presume that such condition is satisfactory to the Required Lenders (or, if so specified by this Agreement, all Lenders or the Majority Facility Lenders in respect of any Facility) unless such Agent shall have received notice to the contrary from the Required Lenders (or, if so specified by this Agreement, all Lenders or the Majority Facility Lenders in respect of any Facility) prior to any such condition being fulfilled. The Administrative Agent may consult with legal counsel (including, without limitation, who may be counsel to for the Borrower), independent accountants and other experts selected by such Agent. Each Agent may deem it, and treat the payee of shall not be liable for any Revolving Credit Note as the owner thereof for all purposes unless such Revolving Credit Note shall have been transferred action taken or not taken by it in accordance with Section 12.8 hereof. Each Agent shall be fully justified in failing the advice of any such counsel, accountants or refusing experts, except to take the extent any action under this Agreement and the other Loan Documents unless it shall first receive such advice losses, claims, damages, liabilities or concurrence of 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 expenses resulting from any such action except for its own (or inaction) are determined by a court of competent jurisdiction by a final and nonappealable judgment to have resulted from the gross negligence or willful misconduct. Each Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the Revolving Credit Notes in accordance with a request misconduct of 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 the Lenders and all future holders of the Revolving Credit NotesAgent-Related Party.

Reliance by the Agents. Each Agent The Agents shall be entitled to relyrely upon, and shall be fully protected in relyingnot incur any liability for relying upon, upon any notenotice, writingrequest, resolution, noticecertificate, consent, certificatestatement, affidavitinstrument, letter, cablegram, telegram, telecopy, telex document or teletype other writing (including any electronic message, statement, order Internet or intranet website posting or other document or conversation distribution) believed by it to be genuine and correct and to have been signed, sent or otherwise authenticated by the proper Person. Each Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person or Persons Person, and upon advice and statements shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan that by its terms must be fulfilled to the satisfaction of a Lender, each Agent may presume that such condition is satisfactory to such Lender unless the Administrative Agent shall have received notice to the contrary from such Lender prior to the making of such Loan. Each Agent may consult with legal counsel (including, without limitation, who may be counsel to for the Borrower), independent accountants and other experts selected by such Agent. Each Agent may deem it, and treat the payee of shall not be liable for any Revolving Credit Note as the owner thereof for all purposes unless such Revolving Credit Note shall have been transferred action taken or not taken by it in accordance with Section 12.8 hereofthe advice of any such counsel, accountants or experts. Each Agent shall be fully justified in failing or refusing to take any discretionary action that is not required or explicitly approved by the Lenders under this Agreement and the other any Loan Documents Document unless it shall first receive such advice or concurrence of the Required Lenders (or, when expressly required hereby or by the relevant other Loan Document, all the requisite percentage of 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. Each Agent The Agents shall in all cases be fully protected in actingtaking any action, or in refraining from actingtaking any action, under this Agreement and the Revolving Credit Notes any Loan Document in accordance with a request or consent of the Required Lenders (or, when or such greater number of Lenders as may be expressly required hereby, all the Lenders), hereby in any instance) and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders; provided that the Agents shall not be required to take any action that, in their opinion or in the opinion of their counsel, may expose such Agent to liability or that is contrary to any Loan Document or applicable Law. Notwithstanding the foregoing, the Administrative Agent and the Collateral Agent shall not act (or refrain from acting, as applicable) upon any direction from the Required Lenders (or other requisite percentage of Lenders) that would cause the Administrative Agent to be in breach of any express term or provision of this Agreement. The Required Lenders agree not to instruct the Administrative Agent or Collateral Agent to take any action, or refrain from taking any action, that would, in each case, cause it to violate an express duty or obligation under this Agreement. Notwithstanding anything to the contrary contained herein, in any other Loan Document or elsewhere, each Lender and all future holders each Loan Party hereby acknowledges and agrees that (i) in the case of any agreement, document, instrument, matter or other item that is required under the terms of this Agreement or any other Loan Document to be consented or agreed to, approved by, determined by, selected by, or acceptable or satisfactory to, the Administrative Agent or the Collateral Agent (whether subject to a reasonableness standard or otherwise) (each, an “Agent Required Approval Item”), the Administrative Agent or Collateral Agent, as applicable, shall be entitled to withhold its consent, agreement or approval to, its determination or selection of, or its acceptance or satisfaction with, or (if applicable) its signature to, such Agent Required Approval Item unless and until the Administrative Agent or Collateral Agent, as applicable, has received a written direction from the Required Lenders (or such other number or percentage of the Revolving Credit NotesLenders as shall be expressly provided for herein or in the other applicable Loan Document) directing it to (x) consent or agree to or approve, or to select or indicate its acceptance or satisfaction with, such Agent Required Approval Item and (y) if applicable, execute and deliver (or take any other applicable action with respect to) such Agent Required Approval Item (such written direction being referred to herein as an “Approval Direction”) and (ii) none of the Administrative Agent, the Collateral Agent nor any of their respective Related Parties shall have any liability to any Lender, any Loan Party or other Person as a result of the Administrative Agent or Collateral Agent withholding its consent or approval to, its selection of, or its acceptance or satisfaction with, or (if applicable) its signature to, any Agent Required Approval Item in the absence of an Approval Direction in respect thereof. The provisions of this paragraph are in addition to, and not in limitation of, the other exculpatory provisions set forth herein.

Reliance by the Agents. Each Agent of the Agents 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 the Borrower), independent accountants and other experts selected by such Agent. Each Agent may deem As to the Lenders and treat the payee of any Revolving Credit Note as Issuing Lender: (1) the owner thereof for all purposes unless such Revolving Credit Note shall have been transferred in accordance with Section 12.8 hereof. Each Administrative 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 one hundred percent (100%) of the Required Lenders and the Issuing Lender (or, when if a provision of this Agreement expressly required hereby or by provides that a lesser number of the relevant other Loan DocumentLenders may direct the action of the Administrative Agent, all the such lesser number of Lenders) as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders and the Issuing Lender ratably in accordance with their respective Applicable Percentage 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 the Administrative Agent’s gross negligence or willful misconduct. Each ), and (2) the Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the Revolving Credit Notes Loan Documents in accordance with a request of one hundred percent (100%) of the Required Lenders and the Issuing Lender (or, when if a provision of this Agreement expressly provides that the Administrative Agent shall be required herebyto act or refrain from acting at the request of a lesser number of the Lenders, all the such lesser number of Lenders), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders Lenders, and all future holders of the Revolving Credit NotesIssuing Lender.

Reliance by the Agents. Each Agent of the Agents 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 the Borrowerany Borrower Party), independent accountants and other experts selected by such Agent. Each Agent may deem and treat As to the payee of any Revolving Credit Note as Lenders: (1) the owner thereof for all purposes unless such Revolving Credit Note shall have been transferred in accordance with Section 12.8 hereof. Each Administrative 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 one hundred percent (100%) of the Required Lenders (or, when if a provision of this Agreement expressly required hereby or by provides that a lesser number of the relevant other Loan DocumentLenders may direct the action of the Administrative Agent, all the such lesser number of Lenders) as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders ratably in accordance with their respective Pro Rata Shares 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 the Administrative Agent’s gross negligence or willful misconduct. Each ), and (2) the Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the Revolving Credit Notes Loan Documents in accordance with a request of one hundred percent (100%) of the Required Lenders (or, when if a provision of this Agreement expressly provides that the Administrative Agent shall be required herebyto act or refrain from acting at the request of a lesser number of the Lenders, all the such lesser number of Lenders), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the Revolving Credit NotesLenders.

Reliance by the Agents. Each Agent The Agents 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 and the Borrower), independent accountants and other experts selected by such Agentthe Agents. Each Agent The Agents may deem and treat the payee of any Revolving Credit Note as the owner thereof for all purposes unless such Revolving Credit Note a written notice of assignment, negotiation or transfer thereof shall have been transferred in accordance filed with Section 12.8 hereofthe Administrative Agent. Each Agent The Agents shall be fully justified in failing or refusing to take any action under this Agreement and the other applicable Second Lien Loan Documents Document unless it shall first receive such advice or concurrence of 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 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. Each Agent The Agents shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the Revolving Credit Notes applicable Second Lien Loan Documents in accordance with a request of 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 the Lenders and all future holders of the Revolving Credit NotesLoans.

Reliance by the Agents. (a) Each of the Administrative Agent and the Collateral 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. Each of the Administrative Agent and the Collateral Agent shall be entitled to rely upon advice and statements of legal counsel (including, without limitation, including counsel to the Borrowerany Credit Party), independent accountants and other experts selected by such Agent. Each Administrative Agent may deem or Collateral Agent and treat the payee of shall not be liable for any Revolving Credit Note as the owner thereof for all purposes unless such Revolving Credit Note shall have been transferred action taken or not taken by it in accordance with Section 12.8 hereofthe advice of any such counsel, accountants or experts. Each of the Administrative Agent and the Collateral Agent shall be fully justified in failing or refusing to take any action under this Agreement and the other Loan Documents any Credit Document unless it shall first receive such advice or concurrence of the Required Lenders (or, when expressly required hereby or by the relevant other Loan Document, all 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. Each of the Administrative Agent and the Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the Revolving or any other Credit Notes Document in accordance with a request or consent of the Required Lenders (or, when or such greater number of Lenders as may be expressly required hereby, all the Lenders), hereby in any instance) and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the Revolving Credit NotesLenders.

Reliance by the Agents. Each Agent The Agents shall be entitled to rely, and shall be fully protected in relying, upon any note, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex 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 BorrowerBorrowers), independent accountants and other experts selected by such Agent. Each Agent The Agents may deem and treat the payee of any Revolving Credit Note as the owner thereof for all purposes unless such Revolving Credit Note shall have been transferred in accordance with Section 12.8 hereof. Each Agent The Agents 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 Required Lenders (or, when expressly required hereby or by the relevant other Loan DocumentDocuments, 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. Each Agent The Agents shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the Revolving Credit Notes in accordance with a request of 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 the Lenders and all future holders of the Revolving Credit Notes.

Reliance by the Agents. Each Agent of the Agents shall be entitled to rely, and shall be fully protected in relying, upon any note, writing, e-mail, resolution, notice, consent, certificate, affidavit, letter, cablegramtelegram, telegramfacsimile, telecopy, telex telex, teletype, or teletype telephone message, statement, order or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons Persons, and upon advice and statements of legal counsel (including, without limitation, including counsel to the a Borrower), independent accountants and other experts selected by any such Agent. Each Agent may deem and treat the payee of any Revolving Credit Note note as the owner thereof for all purposes unless such Revolving Credit Note a written notice of assignment, negotiation or transfer thereof shall have been transferred in accordance filed with Section 12.8 hereofsuch Agent. Each Agent of the Agents shall be fully justified in failing or refusing to take any action under this Agreement and the or any other Loan Documents Transaction Document (other than any Project Document to which it or any of its Affiliates is a party) unless it such Agent shall first receive such advice or concurrence of the Required Lenders (or, when where unanimous consent of the Lenders is expressly required hereby or by the relevant other Loan Documenthereunder, all of the Lenders) as it such Agent deems appropriate or it such Agent 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 of the Agents shall in all cases be fully protected by the Lenders in acting, or in refraining from acting, under this Agreement and the Revolving Credit Notes or any other Transaction Document in accordance with a request or consent of the Required Lenders (or, when where unanimous consent of the Lenders is expressly required herebyhereunder, all of 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 Revolving Credit NotesSecured Parties.

Reliance by the Agents. Each Agent of the Agents 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 the BorrowerBorrowers), independent accountants and other experts selected by such Agent. Each Agent may deem and treat As to the payee of any Revolving Credit Note as Lenders: (1) the owner thereof for all purposes unless such Revolving Credit Note shall have been transferred in accordance with Section 12.8 hereof. Each Administrative 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 one hundred percent (100%) of the Required Lenders (or, when if a provision of this Agreement expressly required hereby or by provides that a lesser number of the relevant other Loan DocumentLenders may direct the action of the Administrative Agent, all the such lesser number of Lenders) as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders ratably in accordance with their respective Percentage Shares 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 the Administrative Agent's gross negligence or willful misconduct. Each ), and (2) the Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the Revolving Credit Notes Loan Documents in accordance with a request of one hundred percent (100%) of the Required Lenders (or, when if a provision of this Agreement expressly provides that the Administrative Agent shall be required herebyto act or refrain from acting at the request of a lesser number of the Lenders, all the such lesser number of Lenders), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders Lenders, (3) the Collateral Agent shall be fully justified in failing or refusing to take any action under the Loan Documents unless it shall first receive such advice or concurrence of the Required Benefited Creditors (or, if a provision of this Agreement or the Loan Documents expressly provides that the Collateral Agent shall be required to act or refrain from acting at the request of the Majority Benefited Creditors or a lesser number of the Benefited Creditors, such Majority Benefited Creditors or lesser number of Benefited Creditors) or it shall first be indemnified to its satisfaction by the Benefited Creditors against any and all future holders liability and expense which may be incurred by it by reason of taking or continuing to take any action (except for liabilities and expenses resulting from the Collateral Agent's gross negligence or willful misconduct), and (4) the Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, under the Loan Documents in accordance with a request of the Revolving Credit NotesRequired Benefited Creditors (or, if a provision of this Agreement or the Loan Documents expressly provides that the Collateral Agent shall be required to act or refrain from acting at the request of the Majority Benefited Creditors or a lesser number of the Benefited Creditors, such Majority Benefited Creditors or lesser number of Benefited Creditors), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders.

Reliance by the Agents. Each of the Administrative Agent and the Collateral Agent shall be entitled to rely, and shall be fully protected in relying and shall not incur any liability for relying, upon any noteinstrument, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex facsimile or teletype email message, statement, order order, telephonic or electronic notices 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 Parent or the Borrower), independent accountants and other experts selected by such Agent. Each of the Administrative Agent and the Collateral Agent may deem and treat the payee of any Revolving Credit Note as the owner thereof for all purposes unless such Revolving Credit Note a written notice of assignment, negotiation or transfer thereof shall have been transferred in accordance filed with Section 12.8 hereofsuch Agent. Each of the Administrative Agent and the Collateral 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 the Required Lenders (or, when expressly required hereby or if so specified by the relevant other Loan Documentthis Agreement, all the affected Lenders) or (in the case of the Collateral Agent) the Administrative Agent 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. Each of the Administrative Agent and the Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the Revolving Credit Notes other Loan Documents in accordance with a request of the Required Lenders (or, when expressly required herebyif so specified by this Agreement, all the affected Lenders), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the Revolving Credit NotesLoans. In determining compliance with any condition hereunder to the making of a Loan that by its terms must be fulfilled to the satisfaction of a Lender, the Administrative Agent may presume that such condition is satisfactory to such Lender unless the Administrative Agent shall have received notice to the contrary from such Lender prior to the making of such Loan. Each of the Administrative Agent and the Collateral Agent may consult with legal counsel (who may be counsel for the Loan Parties), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.

Reliance by the Agents. Each Agent The Agents shall be entitled to relyrely upon, and shall be fully protected in relyingnot incur any liability to any Lender for relying upon, upon any notenotice, writingrequest, resolution, noticecertificate, consent, certificatestatement, affidavitinstrument, letter, cablegram, telegram, telecopy, telex document or teletype other writing (including any electronic message, statement, order Internet or intranet website posting or other document or conversation distribution) believed by it to be genuine and correct and to have been signed, sent or otherwise authenticated by the proper Person. Each Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person Person, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan or Persons and upon advice and statements the issuance of a Letter of Credit that by its terms must be fulfilled to the satisfaction of a Lender or an Issuing Bank, each Agent may presume that such condition is satisfactory to such Lender or Issuing Bank unless the Administrative Agent shall have received notice to the contrary from such Lender or Issuing Bank prior to the making of such Loan or the issuance of such Letter of Credit. Each Agent may consult with legal counsel (including, without limitation, who may be counsel to for the Borrower), independent accountants and other experts selected by such Agent. Each Agent may deem it, and treat the payee of shall not be liable to any Revolving Credit Note as the owner thereof Lender for all purposes unless such Revolving Credit Note shall have been transferred any action taken or not taken by it in accordance with Section 12.8 hereofthe advice of any such counsel, accountants or experts. Each Agent shall be fully justified in failing or refusing to take any discretionary action under this Agreement and any Loan Document for the other Loan Documents benefit of the Lenders unless it shall first receive such advice or concurrence of the Required Lenders (or, when expressly required hereby or by the relevant other Loan Document, all the Lenders) as it deems appropriate or may request, 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. Each Agent The Agents shall in all cases be fully protected in actingtaking any discretionary action, or in refraining from actingtaking any discretionary action for the benefit of the Lenders, under this Agreement and the Revolving Credit Notes any Loan Document in accordance with a request or consent of the Required Lenders (or, when or such greater number of Lenders as may be expressly required hereby, all the Lenders), hereby in any instance) and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders; provided that the Agents shall not be required to take any discretionary action that, in their opinion or in the opinion of their counsel, may expose such Agent to liability or that is contrary to any Loan Document or applicable Law. Notwithstanding the foregoing, the Administrative Agent and the Collateral Agent shall not act (or refrain from acting, as applicable) upon any direction from the Required Lenders (or other requisite percentage of Lenders) that would cause the Administrative Agent to be in breach of any express term or provision of this Agreement. The Lenders and all future holders of each other Secured Party agree not to instruct the Revolving Credit Notes.Administrative Agent, Collateral Agent or any other Agent to take any action, or refrain from taking any action, that would, in each case, cause it to violate an express duty or obligation under this Agreement. 158

Reliance by the Agents. Each 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 the BorrowerCo-Borrowers), independent accountants and other experts selected by such Agent. Each Agent may deem and treat the payee of any Revolving Credit Note as the owner thereof for all purposes unless such Revolving Credit Note shall have been transferred in accordance with Section 12.8 hereof. 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 the Required Lenders (or, when expressly required hereby or by the relevant other Loan Document, all the Lenders) as it deems appropriate or and, if it shall first be indemnified to its satisfaction by so requests, confirmation from the Lenders of their obligation to indemnify such 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. Each Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the Revolving Credit Notes or any other Loan Document in accordance with a request or consent of 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 each Lender. For purposes of determining compliance with the Lenders and all future holders of conditions specified in Section 12, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless such Agent shall have received written notice from such Lender prior to the Revolving Credit Notesproposed Closing Date specifying its objection thereto.

Reliance by the Agents. Each Agent of the Agents, the Arranger and each Lender (including, without limitation, the Swing Line Lender, each Local Fronting Lender and each Issuing Lender) 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 BorrowerCompany), independent accountants and other experts selected by such AgentAgent or Arranger, as the case may be. Each The Administrative Agent may deem and treat the payee of any Revolving Credit Note or on account of any Loan as the owner thereof for all purposes unless such Revolving Credit Note a written notice of assignment, negotiation or transfer thereof shall have been transferred filed with it (in accordance with Section 12.8 hereofits capacity as such). Each Agent and the Arranger shall be fully justified in failing or refusing to take any action under this Agreement and the other Loan Documents any Credit Document unless it shall first receive have received such advice or concurrence of 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 have been expressly indemnified to its satisfaction by the Lenders or, at its option, the Required 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 that no such indemnification need include any indemnification for its own any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting solely from the gross negligence or willful misconductmisconduct of such Agent or the Arranger, as the case may be). Each Agent Agent, the Arranger and each Lender (including, without limitation, the Swing Line Lender, each Local Fronting Lender and each Issuing Lender), and their respective officers, directors, employees, agents, attorneys-in-fact or affiliates, shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the Revolving Credit Notes Documents upon advice of counsel or in accordance with a request of the Required Lenders (orexcept in cases in which a greater number of Lenders is required, when expressly required herebyin which case the Agents, the Arranger and each Lender, and their respective officers, directors, employees, agents, attorneys-in-fact or affiliates, shall in all cases be fully protected in acting, or in refraining from acting, under the Credit Documents in accordance with a request of such Lenders), and such request request, and any action taken or failure to act pursuant thereto thereto, shall be binding upon all the Lenders and all future holders of the Revolving Credit Loans and the Notes.

Reliance by the Agents. 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 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 BorrowerLoan Parties), independent accountants and other experts selected by such Agent. Each Agent The Agents may deem and treat the payee of any Revolving Credit Note as the owner thereof for all purposes unless such Revolving Credit Note a written notice of assignment, negotiation or transfer thereof shall have been transferred in accordance filed with Section 12.8 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 the Required Lenders (or, when expressly required hereby or if so specified by the relevant other Loan Documentthis Agreement, all the LendersLenders or any other instructing group of Lenders specified by this Agreement) 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 Revolving Credit Notes other Loan Documents in accordance with a request of the Required Lenders (or, when expressly required herebyif so specified by this Agreement, all the LendersLenders or any other instructing group of Lenders specified by this Agreement), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the Revolving Credit NotesLoans.

Reliance by the Agents. Each Agent The Agents 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 the Borrower), independent accountants and other experts selected by such Agentthe Agents. Each Agent may deem and treat the payee of any Revolving Credit Note as the owner thereof for all purposes unless such Revolving Credit Note a written notice of assignment, negotiation or transfer thereof shall have been transferred in accordance filed with Section 12.8 hereofthe Administrative Agent. Each Agent shall be fully justified in failing or refusing to take any action under this Agreement and the other applicable Loan Documents Document unless it shall first receive such advice or concurrence of the Required Lenders (or, when expressly required hereby or if so specified by the relevant other Loan Documentthis Agreement, all Lenders or the LendersMajority Facility Lenders in respect of any Facility) 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. Each Agent The Agents shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the Revolving Credit Notes applicable Loan Documents in accordance with a request of the Required Lenders (or, when expressly required herebyif so specified by this Agreement, all Lenders or the LendersMajority Facility Lenders in respect of any Facility), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the Revolving Credit Notes.Loans. In determining compliance with any conditions hereunder to the making of a Loan, or the issuance of a Letter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender, an Issuing Lender or Swingline Lender, the Agents may presume that such condition is satisfactory to such Lender, Issuing Lender or Swingline Lender unless the Administrative Agent shall have received notice to the contrary from such Lender, Issuing Lender, or Swingline Lender prior to the making of such Loan or the issuance of such Letter of Credit. 153

Reliance by the Agents. Each Agent The Agents 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 the Borrower), independent accountants and other experts selected by such Agent. Each Agent may deem and treat the payee of any Revolving Credit Note as the owner thereof for all purposes unless such Revolving Credit Note shall have been transferred in accordance with Section 12.8 hereofAgents. Each Agent shall be fully justified in failing or refusing to take any action under this Agreement and the other applicable Loan Documents Document unless it shall first receive such advice or concurrence of the Required Lenders (or, when expressly required hereby or if so specified by the relevant other Loan Documentthis Agreement, 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 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. Each Agent The Agents shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the Revolving Credit Notes applicable Loan Documents in accordance with a request of the Required Lenders (or, when expressly required herebyif so specified by this Agreement, all 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 Revolving Credit NotesLoans. In determining compliance with any conditions hereunder to the making of a Loan that by its terms must be fulfilled to the satisfaction of a Lender, the Agents may presume that such condition is satisfactory to such Lender unless the Agents shall have received notice to the contrary from such Lender prior to the making of such Loan.

Reliance by the Agents. Each Agent of the Agents 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 the Borrower), independent accountants and other experts selected by such Agent. Each Agent may deem and treat As to the payee of any Revolving Credit Note as Lenders: (1) the owner thereof for all purposes unless such Revolving Credit Note shall have been transferred in accordance with Section 12.8 hereof. Each Administrative 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 one hundred percent (100%) of the Required Lenders (or, when if a provision of this Agreement expressly required hereby or by provides that a lesser number of the relevant other Loan DocumentLenders may direct the action of the Administrative Agent, all the such lesser number of Lenders) as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders ratably in accordance with their respective Percentage Shares 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 the Administrative Agent’s gross negligence or willful misconduct. Each ); (2) the Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the Revolving Credit Notes Loan Documents in accordance with a request of one hundred percent (100%) of the Required Lenders (or, when if a provision of this Agreement expressly provides that the Administrative Agent shall be required herebyto act or refrain from acting at the request of a lesser number of the Lenders, all the such lesser number of Lenders), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders Lenders; (3) the Collateral Agent shall be fully justified in failing or refusing to take any action under the Loan Documents unless it shall first receive such advice or concurrence of the Required Benefited Creditors (or, if a provision of any Loan Document expressly provides that a greater percentage of Benefited Creditors are required to direct the action of the Collateral Agent, such greater number of Benefited Creditors) or it shall first be indemnified to its satisfaction by the Benefited Creditors against any and all future holders liability and expense which may be incurred by it by reason of taking or continuing to take any action (except for liabilities and expenses resulting from the Collateral Agent’s gross negligence or willful misconduct), and (4) the Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, under the Loan Documents in accordance with a request of the Revolving Credit NotesRequired Benefited Creditors (or, if a provision of any Loan Document expressly provides that a greater percentage of Benefited Creditors are required to direct the action of the Collateral Agent, such greater number of Benefited Creditors), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Benefited Creditors.

Reliance by the Agents. Each of the Syndication Agent, the ---------------------- Documentation Agent and the Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any note, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex 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 BorrowerCompany), independent accountants and other experts selected by such Agent. Each of the Syndication Agent, the Documentation Agent and the Administrative Agent may deem and treat the payee of any Revolving Credit Note as the owner thereof for all purposes unless such Revolving Credit Note shall have been transferred in accordance with Section 12.8 hereof12.10. Each of the Syndication Agent, the Documentation Agent and the Administrative 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 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. Each of the Syndication Agent, the Documentation Agent and the Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the Revolving Credit Notes in accordance with a request of 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 the Lenders and all future holders of the Revolving Credit Notes.

Reliance by the Agents. Each Agent of the Agents 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 the BorrowerBorrowers), independent accountants and other experts selected by such Agent. Each Agent may deem and treat As to the payee of any Revolving Credit Note as Lenders: (1) the owner thereof for all purposes unless such Revolving Credit Note shall have been transferred in accordance with Section 12.8 hereof. Each Administrative 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 one hundred percent (100%) of the Required Lenders (or, when if a provision of this Agreement expressly required hereby or by provides that a lesser number of the relevant other Loan DocumentLenders may direct the action of the Administrative Agent, all the such lesser number of Lenders) as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders ratably in accordance with their respective Percentage Shares 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 the Administrative Agent's gross negligence or willful misconduct. Each ), (2) the Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the Revolving Credit Notes Loan Documents in accordance with a request of one hundred percent (100%) of the Required Lenders (or, when if a provision of this Agreement expressly provides that the Administrative Agent shall be required herebyto act or refrain from acting at the request of a lesser number of the Lenders, all the such lesser number of Lenders), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders Lenders, (3) the Collateral Agent shall be fully justified in failing or refusing to take any action under the Loan Documents unless it shall first receive such advice or concurrence of the Required Benefited Creditors (or, if a provision of this Agreement or the Loan Documents expressly provides that the Collateral Agent shall be required to act or refrain from acting at the request of the Majority Benefited Creditors or a lesser number of the Benefited Creditors, such Majority Benefited Creditors or lesser number of Benefited Creditors) or it shall first be indemnified to its satisfaction by the Benefited Creditors against any and all future holders liability and expense which may be incurred by it by reason of taking or continuing to take any action (except for liabilities and expenses resulting from the Collateral Agent's gross negligence or willful misconduct), and (4) the Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, under the Loan Documents in accordance with a request of the Revolving Credit NotesRequired Benefited Creditors (or, if a provision of this Agreement or the Loan Documents expressly provides that the Collateral Agent shall be required to act or refrain from acting at the request of the Majority Benefited Creditors or a lesser number of the Benefited Creditors, such Majority Benefited Creditors or lesser number of Benefited Creditors), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders.

Reliance by the Agents. Each Agent The Agents shall be entitled to rely, and shall be fully protected in relying, upon any noteNote, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel (including, without limitation, counsel to the Borrowerany Credit Party), independent accountants and other experts selected by such the Agent. Each Agent may The Agents shall deem and treat the payee of any Revolving Credit Note as the owner thereof for all purposes unless such Revolving Credit Note a written notice of assignment, negotiation or transfer thereof shall have been transferred in accordance 110 filed with Section 12.8 hereofthe applicable 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 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 misconductaction. Each Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and any Notes and the Revolving Credit Notes other Loan Documents in accordance with a request of the Required Lenders (or, when expressly required hereby, or all 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 Revolving Credit NotesObligations.

Reliance by the Agents. Each (a) The Administrative Agent shall be entitled to relyrely upon, and shall be fully protected in relyingrelying and shall not incur any liability for relying upon, upon any notenotice, writingrequest, resolutioncertificate, noticecommunication, consent, certificatestatement, affidavitinstrument, letter, cablegram, telegram, telecopy, telex document or teletype other writing (including any electronic message, statement, order Internet or intranet website posting or other document or conversation distribution) believed by it to be genuine and correct and to have been signed, sent or otherwise authenticated by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person Person, and shall be fully protected in relying and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan, or Persons and upon advice and statements the issuance, extension, renewal or increase of a Letter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender or an Issuing Bank, the Administrative Agent may presume that such condition is satisfactory to such Lender or such Issuing Bank unless the Administrative Agent shall have received notice to the contrary from such Lender or such Issuing Bank prior to the making of such Loan or the issuance of such Letter of Credit. The Administrative Agent may consult with legal counsel (including, without limitation, who may be counsel to for the BorrowerCredit Parties), independent accountants and other experts selected by such Agent. Each Agent may deem and treat the payee of any Revolving Credit Note as the owner thereof for all purposes unless such Revolving Credit Note shall have been transferred in accordance with Section 12.8 hereof. Each 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 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. Each Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the Revolving Credit Notes in accordance with a request of the Required Lenders (or, when expressly required hereby, all the Lenders)it, and such request and shall not be liable for any action taken or failure to act pursuant thereto not taken by it in accordance with the advice of any such counsel, accountants or experts. For purposes of determining compliance with the conditions specified in Section 5, each Lender that has signed this Agreement shall be binding upon all deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Lenders and all future holders of Administrative Agent shall have received notice from such Lender prior to the Revolving Credit Notesproposed Closing Date specifying its objections.

Reliance by the Agents. Each Agent (a) The Agents shall be entitled to rely, and shall be fully protected in relying, upon any note, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex 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 BorrowerCredit Parties), independent accountants and other experts selected by such any Agent. Each Agent may deem and treat the payee of any Revolving Credit Note as the owner thereof for all purposes unless such Revolving Credit Note shall have been transferred in accordance with Section 12.8 hereof. Each Agent The Agents 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 Required Lenders (or, when expressly required hereby or by the relevant other Loan DocumentDocuments, the Required Credit Facility Lenders or 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. Each Agent The Agents shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the Revolving Credit Notes in accordance with a request of the Required Lenders (or, when expressly required herebyhereby or by the relevant other Loan Documents, the Required Credit Facility Lenders or all 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 Revolving Credit NotesLenders.

Reliance by the Agents. Each Agent The Agents shall be entitled to relyrely upon, and shall be fully protected in relyingnot incur any liability to any Lender for relying upon, upon any notenotice, writingrequest, resolution, noticecertificate, consent, certificatestatement, affidavitinstrument, letter, cablegram, telegram, telecopy, telex document or teletype other writing (including any electronic message, statement, order Internet or intranet website posting or other document or conversation distribution) believed by it to be genuine and correct and to have been signed, sent or otherwise authenticated by the proper Person. Each Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person Person, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan or Persons and upon advice and statements the issuance of a Letter of Credit that by its terms must be fulfilled to the satisfaction of a Lender or an Issuing Bank, each Agent may presume that such condition is satisfactory to such Lender or Issuing Bank unless the Administrative Agent shall have received notice to the contrary from such Lender or Issuing Bank prior to the making of such Loan or the issuance of such Letter of Credit. Each Agent may consult with legal counsel (including, without limitation, who may be counsel to for the Borrower), independent accountants and other experts selected by such Agent. Each Agent may deem it, and treat the payee of shall not be liable to any Revolving Credit Note as the owner thereof Lender for all purposes unless such Revolving Credit Note shall have been transferred any action taken or not taken by it in accordance with Section 12.8 hereofthe advice of any such counsel, accountants or experts. 223 |US-DOCS\134569911.8148772134.4|| Each 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 the Required Lenders (or, when expressly required hereby or by the relevant other Loan Document, all the requisite percentage of Lenders) as and, if it deems appropriate or 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 misconduct(which satisfaction may require such indemnity from such Lenders to be joint and several obligations of such Lenders). Each Agent The Agents shall in all cases be fully protected in actingtaking any action, or in refraining from acting, taking any action under this Agreement and the Revolving Credit Notes any Loan Document in accordance with a request or consent of the Required Lenders (or, when or such greater number of Lenders as may be expressly required hereby, all the Lenders), hereby in any instance) and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders; provided that the Agents shall not be required to take any action that, in their opinion or in the opinion of counsel (which may include counsel for the Borrower), may expose such Agent to liability or that is contrary to any Loan Document or applicable Law. The Lenders and all future holders of each other Secured Party agree not to instruct the Revolving Credit NotesAdministrative Agent, Collateral Agent or any other Agent to take any action, or refrain from taking any action, that would, in each case, cause it to violate an express duty or obligation under this Agreement.

Reliance by the Agents. Each Agent The Agents 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 Parent or the Borrowerother Borrowers), independent accountants and other experts selected by such Agentthe Agents. Each The applicable Agent may deem and treat the payee of any Revolving Credit Note as the owner thereof for all purposes unless such Revolving Credit Note a written notice of assignment, negotiation or transfer thereof shall have been transferred in accordance filed with Section 12.8 hereofthe applicable Agent. Each The applicable 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 |US-DOCS\138541167.4141447058.7|| or concurrence of the Required Lenders (or, when expressly required hereby or in the case of the Sustainability Coordinator, the Required Pro Rata Facility Lenders) (or, if so specified by the relevant other Loan Documentthis Agreement, all the 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. Each The applicable Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the Revolving Credit Notes other Loan Documents in accordance with a request of the Required Lenders (or, when expressly required herebyin the case of the Sustainability Coordinator, the Required Pro Rata Facility Lenders) (or, if so specified by this Agreement, all the affected Lenders), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the Revolving Credit NotesLoans.

Reliance by the Agents. 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 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 BorrowerLoan Parties), independent accountants and other experts selected by such Agent. Each Agent The Agents may deem and treat the payee of any Revolving Credit Note as the owner thereof for all purposes unless such Revolving Credit Note a written notice of assignment, negotiation or transfer thereof shall have been transferred in accordance filed with Section 12.8 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 the Required Lenders (or, when expressly required hereby or if so specified by the relevant other Loan Documentthis Agreement, 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 misconductaction. Each Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the Revolving Credit Notes other Loan Documents in accordance with a request of the Required Lenders (or, when expressly required herebyif so specified by this Agreement, all 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 Revolving Credit NotesLoans.

Reliance by the Agents. Each Agent The Agents 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 the Borrower), independent accountants and other experts selected by such Agentthe Agents. Each Agent may deem and treat the payee of any Revolving Credit Note as the owner thereof for all purposes unless such Revolving Credit Note a written notice of assignment, negotiation or transfer thereof shall have been transferred in accordance filed with Section 12.8 hereofthe Administrative Agent. Each Agent shall be fully justified in failing or refusing to take any action under this Agreement and the other applicable Loan Documents Document unless it shall first receive such advice or concurrence of the Applicable Required Lenders (or, when expressly required hereby or if so specified by the relevant other Loan Documentthis Agreement, all Lenders or the LendersMajority Facility Lenders in respect of any Facility) 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. Each Agent The Agents shall in all cases be fully protected in acting, or in 145 LEGAL_US_E # 147593786.29 refraining from acting, under this Agreement and the Revolving Credit Notes applicable Loan Documents in accordance with a request of the Applicable Required Lenders (or, when expressly required herebyif so specified by this Agreement, all Lenders or the LendersMajority Facility Lenders in respect of any Facility), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the Revolving Credit NotesLoans. In determining compliance with any conditions hereunder to the making of a Loan that by its terms must be fulfilled to the satisfaction of a Lender, the Agents may presume that such condition is satisfactory to such Lender unless the Agents shall have received notice to the contrary from such Lender prior to the making of such Loan.

Reliance by the Agents. Each Agent The Agents 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 the Borrower), independent accountants and other experts selected by such Agentthe Agents. Each Agent may deem and treat the payee of any Revolving Credit Note as the owner thereof for all purposes unless such Revolving Credit Note a written notice of assignment, negotiation or transfer thereof shall have been transferred in accordance filed with Section 12.8 hereofthe Administrative Agent. Each Agent shall be fully justified in failing or refusing to take any action under this Agreement and the other applicable Loan Documents Document unless it shall first receive such advice or concurrence of the Required Lenders (or, when expressly required hereby or if so specified by the relevant other Loan Documentthis Agreement, all Lenders or the LendersMajority Facility Lenders in respect of any Facility) 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. Each Agent The Agents shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the Revolving Credit Notes applicable Loan Documents in accordance with a request of the Required Lenders (or, when expressly required herebyif so specified by this Agreement, all Lenders or the LendersMajority Facility Lenders in respect of any Facility), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the Revolving Credit NotesLoans. In determining compliance with any conditions hereunder to the making of a Loan that by its terms must be fulfilled to the satisfaction of a Lender, the Agents may presume that such condition is satisfactory to such Lender unless the Agents shall have received notice to the contrary from such Lender prior to the making of such Loan.

Reliance by the Agents. Each of the Administrative Agent and the Collateral 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. Each of the Administrative Agent and the Collateral 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 Person, and shall not incur any liability for relying thereon and each of the Borrower, the Lenders and each Issuing Bank hereby waives the right to dispute the Administrative Agent’s or Persons the Collateral Agent’s record of such statement, except in the case of gross negligence or willful misconduct by the Administrative Agent or the Collateral Agent. Each of the Administrative Agent and upon advice and statements of the Collateral Agent may consult with legal counsel (including, without limitation, who may be counsel to for the Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such Agentcounsel, accountants or experts. Each of the Administrative Agent and the Collateral Agent may deem and treat the payee of any Revolving Credit Note as the owner holder thereof for all purposes hereof unless such Revolving Credit Note and until a written notice of the assignment or transfer thereof permitted hereunder shall have been transferred in accordance filed with Section 12.8 hereofthe Administrative Agent. Each 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 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. Each Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the Revolving Credit Notes in accordance with a request of 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 the Lenders and all future holders of the Revolving Credit Notes.100

Reliance by the Agents. Each Agent The Agents shall be entitled to relyrely upon, and shall be fully protected in relyingnot incur any liability to any Lender for relying upon, upon any notenotice, writingrequest, resolution, noticecertificate, consent, certificatestatement, affidavitinstrument, letter, cablegram, telegram, telecopy, telex document or teletype other writing (including any electronic message, statement, order Internet or intranet website posting or other document or conversation distribution) believed by it to be genuine and correct and to have been signed, sent or otherwise authenticated by the proper Person. Each Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person or Persons Person, and upon advice and statements shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan that by its terms must be fulfilled to the satisfaction of a Lender, each Agent may presume that such condition is satisfactory to such Lender unless the Administrative Agent shall have received notice to the contrary from such Lender prior to the making of such Loan. Each Agent may consult with legal counsel (including, without limitation, who may be counsel to for the Borrower), independent accountants and other experts selected by such Agent. Each Agent may deem it, and treat the payee of shall not be liable to any Revolving Credit Note as the owner thereof Lender for all purposes unless such Revolving Credit Note shall have been transferred any action taken or not taken by it in accordance with Section 12.8 hereofthe advice of any such counsel, accountants or experts. Each 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 the Required Lenders (or, when expressly required hereby or by the relevant other Loan Document, all the 191 requisite percentage of Lenders) as and, if it deems appropriate or 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 misconduct(which satisfaction may require such indemnity from such Lenders to be joint and several obligations of such Lenders). Each Agent The Agents shall in all cases be fully protected in actingtaking any action, or in refraining from acting, taking any action under this Agreement and the Revolving Credit Notes any Loan Document in accordance with a request or consent of the Required Lenders (or, when or such greater number of Lenders as may be expressly required hereby, all the Lenders), hereby in any instance) and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders; provided that the Agents shall not be required to take any action that, in their opinion or in the opinion of counsel (which may include counsel for the Borrower), may expose such Agent to liability or that is contrary to any Loan Document or applicable Law. The Lenders and all future holders of each other Secured Party agree not to instruct the Revolving Credit NotesAdministrative Agent, Collateral Agent or any other Agent to take any action, or refrain from taking any action, that would, in each case, cause it to violate an express duty or obligation under this Agreement.

Reliance by the Agents. Each Agent The Agents 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 the Borrower), independent accountants and other experts selected by such Agentthe Agents. Each Agent may deem and treat the payee of any Revolving Credit Note as the owner thereof for all purposes unless such Revolving Credit Note a written notice of assignment, negotiation or transfer thereof shall have been transferred in accordance filed with Section 12.8 hereofthe Administrative Agent. Each Agent shall be fully justified in failing or refusing to take any action under this Agreement and the other applicable Loan Documents Document unless it shall first receive such advice or concurrence of the Required Lenders (or, when expressly required hereby or if so specified by the relevant other Loan Documentthis Agreement, all Lenders or the LendersMajority Facility Lenders in respect of any Facility) 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. Each Agent The Agents shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the Revolving Credit Notes applicable Loan Documents in accordance with a request of the Required Lenders (or, when expressly required herebyif so specified by this Agreement, all Lenders or the LendersMajority Facility Lenders in respect of any Facility), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the Revolving Credit NotesLoans. In determining compliance with any conditions hereunder to the making of a Loan, or the issuance of a Letter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender, an Issuing Lender or Swingline Lender, the Agents may presume that such condition is satisfactory to such Lender, Issuing Lender or Swingline Lender unless the Administrative Agent shall have received notice to the contrary from such Lender, Issuing Lender, or Swingline Lender prior to the making of such Loan or the issuance of such Letter of Credit.

Reliance by the Agents. Each Agent The Agents shall be entitled to relyrely upon, and shall be fully protected in relyingnot incur any liability to any Lender for relying upon, upon any notenotice, writingrequest, resolution, noticecertificate, consent, certificatestatement, affidavitinstrument, letter, cablegram, telegram, telecopy, telex document or teletype other writing (including any electronic message, statement, order Internet or intranet website posting or other document or conversation distribution) believed by it to be genuine and correct and to have been signed, sent or otherwise authenticated by the proper Person. Each Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person or Persons Person, and upon advice and statements shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan that by its terms must be fulfilled to the satisfaction of a Lender, each Agent may presume that such condition is satisfactory to such Lender unless the Administrative Agent shall have received notice to the contrary from such Lender prior to the making of such Loan. Each Agent may consult with legal counsel (including, without limitation, who may be counsel to for the Borrower), independent accountants and other experts selected by such Agent. Each Agent may deem it, and treat the payee of shall not be liable to any Revolving Credit Note as the owner thereof Lender for all purposes unless such Revolving Credit Note shall have been transferred any action taken or not taken by it in accordance with Section 12.8 hereofthe advice of any such counsel, accountants or experts. Each Agent shall be fully justified in failing or refusing to take any discretionary action under this Agreement and any Loan Document for the other Loan Documents benefit of the Lenders unless it shall first receive such advice or concurrence of the Required Lenders (orand, when expressly required hereby or by the relevant other Loan Documentif it so requests, 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 misconductaction. Each Agent The Agents shall in all cases be fully protected in actingtaking any discretionary action, or in refraining from actingtaking any discretionary action for the benefit of the Lenders, under this Agreement and the Revolving Credit Notes any Loan Document in accordance with a request or consent of the Required Lenders (or, when or such greater number of Lenders as may be expressly required hereby, all the Lenders), hereby in any instance) and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders; provided that the Agents shall not be required to take any discretionary action that, in their opinion or in the opinion of their counsel, may expose such Agent to liability or that is contrary to any Loan Document or applicable Law. Notwithstanding the foregoing, the Administrative Agent and the Collateral Agent shall not act (or refrain from acting, as applicable) upon any direction from the Required Lenders (or other requisite percentage of Lenders) that would cause the Administrative Agent to be in breach of any express term or provision of 143 this Agreement. The Lenders and all future holders of each other Secured Party agree not to instruct the Revolving Credit NotesAdministrative Agent, Collateral Agent or any other Agent to take any action, or refrain from taking any action, that would, in each case, cause it to violate an express duty or obligation under this Agreement.

Reliance by the Agents. Each Agent The Agents shall be entitled to rely, and shall be fully protected in relying, upon any noteNote, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel (including, without limitation, counsel to the Borrowerany Credit Party), independent accountants and other experts selected by such the Agent. Each Agent may The Agents shall deem and treat the payee of any Revolving Credit Note as the owner thereof for all purposes unless such Revolving Credit Note a written notice of assignment, negotiation or transfer thereof shall have been transferred in accordance filed with Section 12.8 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 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 misconductaction. Each Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and any Notes and the Revolving Credit Notes other Loan Documents in accordance with a request of the Required Lenders (or, when expressly required hereby, or all 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 Revolving Credit NotesObligations.

Reliance by the Agents. Each Agent The Agents shall be entitled to relyrely upon, and shall be fully protected in relyingnot incur any liability to any Lender for relying upon, upon any notenotice, writingrequest, resolution, noticecertificate, consent, certificatestatement, affidavitinstrument, letter, cablegram, telegram, telecopy, telex document or teletype other writing (including any electronic message, statement, order Internet or intranet website posting or other document or conversation distribution) believed by it to be genuine and correct and to have been signed, sent or otherwise authenticated by the proper Person. Each Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person or Persons Person, and upon advice and statements shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan that by its terms must be fulfilled to the satisfaction of a Lender, each Agent may presume that such condition is satisfactory to such Lender unless the Administrative Agent shall have received notice to the contrary from such Lender prior to the making of such Loan. Each Agent may consult with legal counsel (including, without limitation, who may be counsel to for the BorrowerBorrowers), independent accountants and other experts selected by such Agent. Each Agent may deem it, and treat the payee of shall not be liable to any Revolving Credit Note as the owner thereof Lender for all purposes unless such Revolving Credit Note shall have been transferred any action taken or not taken by it in accordance with Section 12.8 hereofthe advice of any such counsel, accountants or experts. Each Agent shall be fully justified in failing or refusing to take any discretionary action under this Agreement and the other any Loan Documents Document unless it shall first receive such advice or concurrence of the Required Lenders (or, when expressly required hereby or by the relevant other Loan Document, all the requisite percentage of Lenders) as and, if it deems appropriate or 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. Each Agent The Agents shall in all cases be fully protected in actingtaking any discretionary action, or in refraining from acting, taking any discretionary action under this Agreement and the Revolving Credit Notes any Loan Document in accordance with a request or consent of the Required Lenders (or, when or such greater number of Lenders as may be expressly required hereby, all the Lenders), hereby in any instance) and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders; provided that the Agents shall not be required to take any discretionary action that, in their opinion or in the opinion of their counsel, may expose such Agent to liability or that is contrary to any Loan Document or applicable Law. Notwithstanding the foregoing, the Administrative Agent and the Collateral Agent shall not act (or refrain from acting, as applicable) upon any direction from the Required Lenders (or other requisite percentage of Lenders) that would cause the Administrative Agent to be in breach of any express term or provision of this Agreement. The Lenders and all future holders of each other Secured Party agree not to instruct the Revolving Credit NotesAdministrative Agent, Collateral Agent or any other Agent to take any action, or refrain from taking any action, that would, in each case, cause it to violate an express duty or obligation under this Agreement.

Reliance by the Agents. Each Agent The Agents shall be entitled to relyrely upon, and shall be fully protected in relyingnot incur any liability for relying upon, upon any notenotice, writingrequest, resolution, noticecertificate, consent, certificatestatement, affidavitinstrument, letter, cablegram, telegram, telecopy, telex document or teletype other writing (including any electronic message, statement, order Internet or intranet website posting or other document or conversation 164 distribution) believed by it to be genuine and correct and to have been signed, sent or otherwise authenticated by the proper Person. Each Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person or Persons Person, and upon advice and statements of legal counsel (including, without limitation, counsel shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the Borrower)making of a Loan or the issuance of a Letter of Credit that by its terms must be fulfilled to the satisfaction of a Lender or the Issuing Bank, each Agent may presume that such condition is satisfactory to such Lender or Issuing Bank unless the Administrative Agent shall have received notice to the contrary from such Lender or Issuing Bank prior to the making of such Loan or the issuance of such Letter of Credit. Each Agent may consult with legal counsel, independent accountants and other experts selected by such Agent. Each Agent may deem it, and treat the payee of shall not be liable for any Revolving Credit Note as the owner thereof for all purposes unless such Revolving Credit Note shall have been transferred action taken or not taken by it in accordance with Section 12.8 hereofthe advice of any such counsel, accountants or experts. Each 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 the Required Lenders (or, when expressly required hereby or by the relevant other Loan Document, all the Lenders) as it deems appropriate (or such greater number of Lenders as may be expressly required hereby in any instance) 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. Each Agent The Agents shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the Revolving Credit Notes or any other Loan Document in accordance with a request or consent of the Required Lenders (or, when or such greater number of Lenders as may be expressly required hereby, all the Lenders), hereby in any instance) and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders Lenders; provided, that the Agents shall not be required to take any action that, in their opinion or in the opinion of the Revolving Credit Notestheir counsel, may expose such Agent to liability or that is contrary to any Loan Document or applicable Law.

Reliance by the Agents. Each Agent The Agents 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 the Borrower), independent accountants and other 180 experts selected by such Agentthe Agents. Each Agent may deem and treat the payee of any Revolving Credit Note as the owner thereof for all purposes unless such Revolving Credit Note a written notice of assignment, negotiation or transfer thereof shall have been transferred in accordance filed with Section 12.8 hereofthe Administrative Agent. Each Agent shall be fully justified in failing or refusing to take any action under this Agreement and the other applicable Loan Documents Document unless it shall first receive such advice or concurrence of the Required Lenders (or, when expressly required hereby or if so specified by the relevant other Loan Documentthis Agreement, all Lenders or the LendersMajority Facility Lenders in respect of any Facility) as it deems appropriate or it shall first be indemnified to its satisfaction by the Revolving 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. Each Agent The Agents shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the Revolving Credit Notes applicable Loan Documents in accordance with a request of the Required Lenders (or, when expressly required herebyif so specified by this Agreement, all Lenders or the LendersMajority Facility Lenders in respect of any Facility), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the Revolving Loans. In determining compliance with any conditions hereunder to the making of a Loan, the issuance of a Letter of Credit Notesor the creation of an Acceptance, that by its terms must be fulfilled to the satisfaction of a Lender, an Issuing Lender or Swingline Lender, the Agents may presume that such condition is satisfactory to such Lender, Issuing Lender or Swingline Lender unless the Administrative Agent shall have received notice to the contrary from such Lender, Issuing Lender, or Swingline Lender prior to the making of such Loan or the issuance of such Letter of Credit.

Reliance by the Agents. (a) Each of the Administrative Agent, the Collateral Agent and the Co-Collateral 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 the Borrowerany Credit Party), independent accountants and other experts selected by such Administrative Agent, Collateral Agent or Co-Collateral Agent. Each of the Administrative Agent, the Collateral Agent may deem and treat the payee of any Revolving Credit Note as the owner thereof for all purposes unless such Revolving Credit Note shall have been transferred in accordance with Section 12.8 hereof. Each Co-Collateral Agent shall be fully justified in failing or refusing to take any action under this Agreement and the other Loan Documents any Credit Document unless it shall first receive such advice or concurrence of the Required Lenders (or, when expressly required hereby or by the relevant other Loan Document, all 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. Each of the Administrative Agent, the Collateral Agent and the Co-Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the Revolving or any other Credit Notes Document in accordance with a request or consent of the Required Lenders (or, when or such greater number of Lenders as may be expressly required hereby, all the Lenders), hereby in any instance) and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the Revolving Credit NotesLenders.

Reliance by the Agents. Each 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, certificatestatement, affidavitinstrument, letter, cablegram, telegram, telecopy, telex document or teletype other writing (including any electronic message, statement, order Internet or intranet website posting or other document or conversation distribution) believed by it to be genuine and correct and to have been signed, sent or otherwise authenticated by the proper Person. Each Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person Person, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan or Persons and upon advice and statements issuance of a Letter of Credit that by its terms must be fulfilled to the satisfaction of a Lender, each Agent may presume that such condition is satisfactory to such Lender unless such Agent shall have received notice to the contrary from such Lender prior to the making of such Loan. The Agents may consult with legal counsel (including, without limitation, who may be counsel to for the Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such Agentcounsel, accountants or experts. Each Agent may deem and treat at any time request instructions from the payee Lenders with respect to any actions or approvals which by the terms of this Agreement or of any Revolving Credit Note as of the owner thereof for all purposes unless Loan Documents such Revolving Credit Note shall have been transferred in accordance with Section 12.8 hereof. Each Agent is permitted or desires to take or to grant, and the Administrative 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 the Required Lenders (or, when expressly required hereby or by the relevant other Loan Document, all 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. No Lenders shall have any right of action except for its own gross negligence whatsoever against any Agent as a result of such Agent acting or willful misconductrefraining from acting under this Agreement or any of the other Loan Documents in accordance with the instructions of the Required Lenders. Each Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the Revolving Credit Notes or any other Loan Document in accordance with a request or consent of the Required Lenders (or, when or such greater number of Lenders as may be expressly required hereby, all the Lenders), hereby in any instance) and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders Lenders; provided that the any Agent shall not be required to take any action that, in its opinion or in the opinion of the Revolving Credit Notesits counsel, may expose such Agent to liability or that is contrary to any Loan Document or applicable Law.

Reliance by the Agents. Each Agent The AGENTS shall be entitled to rely, and shall be fully protected in relying, upon any noteNOTE, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person PERSON or Persons PERSONS and upon advice and statements of legal counsel (including, without limitation, counsel to the BorrowerBORROWER), independent accountants and other experts selected by such Agentthe AGENTS. Each Agent The AGENTS may deem and treat the payee of any Revolving Credit Note NOTE as the owner thereof for all purposes unless such Revolving Credit Note NOTE shall have been transferred in accordance with Section 12.8 13.9 hereof. Each Agent AGENT shall be fully justified in failing or refusing to take any action under this Agreement AGREEMENT and the other Loan Documents LOAN DOCUMENTS unless it shall first receive such advice or concurrence of the Required Lenders MAJORITY LENDERS (or, when expressly required hereby or by the relevant other Loan DocumentLOAN DOCUMENT, the MAJORITY LENDERS which must include the COLLATERAL AGENT, the REQUIRED LENDERS, or all the LendersLENDERS, as the case may be) as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders 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. Each Agent AGENT shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement AGREEMENT and the Revolving Credit Notes NOTES in accordance with a request of the Required Lenders MAJORITY LENDERS (or, when expressly required hereby, the MAJORITY LENDERS which must include the COLLATERAL AGENT, the REQUIRED LENDERS or all the LendersLENDERS, as the case may be), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders LENDERS and all future holders of the Revolving Credit NotesNOTES.

Reliance by the Agents. 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 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), independent accountants and other experts selected by such Agent. Each Agent The Agents may deem and treat the payee of any Revolving Credit Note as the owner thereof for all purposes unless such Revolving Credit Note shall have been transferred in accordance with Section 12.8 hereof9.6 and all actions required by such Section in connection with such transfer shall have been taken. Each Agent shall be fully justified in failing or refusing to take any action under this Agreement and the or any other Loan Documents Document unless it shall first receive such advice or concurrence of the Required Lenders (or, when expressly required hereby or if so specified by the relevant other Loan Documentthis Agreement, all the LendersLenders or any other instructing group of Lenders specified by this Agreement) 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. Each Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the Revolving Credit Notes other Loan Documents in accordance with a request of the Required Lenders (or, when expressly required herebyif so specified by this Agreement, all the LendersLenders or any other instructing group of Lenders specified by this Agreement), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the Revolving Credit NotesLoans.

Reliance by the Agents. Each Agent of the Agents, the Arranger and each Lender (including, without limitation, the Swing Line Lender, each Fronting Lender and each Issuing Lender) 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 BorrowerCompany), independent accountants and other experts selected by such AgentAgent or Arranger, as the case may be. Each The Administrative Agent may deem and treat the payee of any Revolving Credit Note or on account of any Loan as the owner thereof for all purposes unless such Revolving Credit Note a written notice of assignment, negotiation or transfer thereof shall have been transferred filed with it (in accordance with Section 12.8 hereofits capacity as such). Each Agent and the Arranger shall be fully justified in failing or refusing to take any action under this Agreement and the other Loan Documents any Credit Document unless it shall first receive have received such advice or concurrence of 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 have been expressly indemnified to its satisfaction by the Lenders or, at its option, the Required 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 that no such indemnification need include any indemnification for its own any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting solely from the gross negligence or willful misconductmisconduct of such Agent or the Arranger, as the case may be). Each Agent Agent, the Arranger and each Lender (including, without limitation, the Swing Line Lender, each Fronting Lender and each Issuing Lender), and their respective officers, directors, employees, agents, attorneys-in-fact or affiliates, shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the Revolving Credit Notes Documents upon advice of counsel or in accordance with a request of the Required Lenders (orexcept in cases in which a greater number of Lenders is required, when expressly required herebyin which case the Agents, the Arranger and each Lender, and their respective officers, directors, employees, agents, attorneys-in-fact or affiliates, shall in all cases be fully protected in acting, or in refraining from acting, under the Credit Documents in accordance with a request of such Lenders), and such request request, and any action taken or failure to act pursuant thereto thereto, shall be binding upon all the Lenders and all future holders of the Revolving Credit Loans and the Notes.

Reliance by the Agents. Each 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, certificatestatement, affidavitinstrument, letter, cablegram, telegram, telecopy, telex document or teletype other writing (including any electronic message, statement, order Internet or intranet website posting or other document or conversation distribution) believed by it to be genuine and correct and to have been signed, sent or otherwise authenticated by the proper Person. Each Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person or Persons Person, and upon advice and statements shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to any Borrowing that by its terms shall be fulfilled to the satisfaction of a Lender, each Agent may presume that such condition is satisfactory to such Lender unless such Agent shall have received notice to the contrary from such Lender prior to any such Borrowing. Each Agent may consult with legal counsel (including, without limitation, who may be counsel to for the Borrower), independent accountants and other experts selected by such Agent. Each Agent may deem and treat the payee of any Revolving Credit Note as the owner thereof for all purposes unless such Revolving Credit Note shall have been transferred in accordance with Section 12.8 hereof. Each 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 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. Each Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the Revolving Credit Notes in accordance with a request of the Required Lenders (or, when expressly required hereby, all the Lenders)it, and such request and shall not be liable for any action taken or failure not taken by it in accordance with the advice of any such counsel, accountants or experts. Without limiting the generality of the foregoing, to the extent that this Agreement or any other Loan Document or Transaction Document requires any Agent to exercise any discretion or otherwise act pursuant thereto or refrain from acting and such Agent believes that adequate instruction or direction is not provided by the express terms of this Agreement or any other Loan Document or Transaction Document, such Agent shall promptly give notice (in such form as shall be binding upon all appropriate under the circumstances) to the Lenders and all future holders requesting instruction as to the course of action to be adopted. To the extent any Agent acts, or refrains from acting, in good faith in accordance with any written instruction of the Revolving Credit NotesRequired Lenders, such Agent shall not be liable on account of such action to any Person. If such Agent shall not have received appropriate instruction within ten (10) days of such notice (or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking such action or omission as it shall deem to be in the best interests of the Lenders, and shall have no liability to any Person for such action or inaction.

Reliance by the Agents. Each Agent The Agents shall be entitled to relyrely upon, and shall be fully protected in relyingnot incur any liability to any Lender for relying upon, upon any notenotice, writingrequest, resolution, noticecertificate, consent, certificatestatement, affidavitinstrument, letter, cablegram, telegram, telecopy, telex document or teletype other writing (including any electronic message, statement, order Internet or intranet website posting or other document or conversation distribution) believed by it to be genuine and correct and to have been signed, sent or otherwise authenticated by the proper Person. Each Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person Person, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan or Persons and upon advice and statements the issuance of a Letter of Credit that by its terms must be fulfilled to the satisfaction of a Lender or an Issuing Bank, each Agent may presume that such condition is satisfactory to such Lender or Issuing Bank unless the Administrative Agent shall have received notice to the contrary from such Lender or Issuing Bank prior to the making of such Loan or the issuance of such Letter of Credit. Each Agent may consult with legal counsel (including, without limitation, who may be counsel to for the Borrower), independent accountants and other experts 144 selected by such Agent. Each Agent may deem it, and treat the payee of shall not be liable to any Revolving Credit Note as the owner thereof Lender for all purposes unless such Revolving Credit Note shall have been transferred any action taken or not taken by it in accordance with Section 12.8 hereofthe advice of any such counsel, accountants or experts. Each Agent shall be fully justified in failing or refusing to take any discretionary action under this Agreement and any Loan Document for the other Loan Documents benefit of the Lenders unless it shall first receive such advice or concurrence of the Required Lenders (or, when expressly required hereby or by the relevant other Loan Document, all the Lenders) as it deems appropriate or may request, 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. Each Agent The Agents shall in all cases be fully protected in actingtaking any discretionary action, or in refraining from actingtaking any discretionary action for the benefit of the Lenders, under this Agreement and the Revolving Credit Notes any Loan Document in accordance with a request or consent of the Required Lenders (or, when or such greater number of Lenders as may be expressly required hereby, all the Lenders), hereby in any instance) and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders; provided that the Agents shall not be required to take any discretionary action that, in their opinion or in the opinion of their counsel, may expose such Agent to liability or that is contrary to any Loan Document or Applicable Law. Notwithstanding the foregoing, the Administrative Agent and the Collateral Agent shall not act (or refrain from acting, as applicable) upon any direction from the Required Lenders (or other requisite percentage of Lenders) that would cause the Administrative Agent to be in breach of any express term or provision of this Agreement. The Lenders and all future holders of each other Secured Party agree not to instruct the Revolving Credit NotesAdministrative Agent, Collateral Agent or any other Agent to take any action, or refrain from taking any action, that would, in each case, cause it to violate an express duty or obligation under this Agreement.

Reliance by the Agents. Each Agent The Agents shall be entitled to relyrely upon, and shall be fully protected in relyingnot incur any liability for relying upon, upon any notenotice, writingrequest, resolution, noticecertificate, consent, certificatestatement, affidavitinstrument, letter, cablegram, telegram, telecopy, telex document or teletype other writing (including any electronic message, statement, order Internet or intranet website posting or other document or conversation distribution) believed by it to be genuine and correct and to have been signed, sent or otherwise authenticated by the proper Person. Each Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person or Persons Person, and upon advice and statements shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan that by its terms must be fulfilled to the satisfaction of a Lender, each Agent may presume that such condition is satisfactory to such Lender unless the Administrative Agent shall have received notice to the contrary from such Lender prior to the making of such Loan. Each Agent may consult with legal counsel (including, without limitation, who may be counsel to for the Borrower), independent accountants and other experts selected by such Agent. Each Agent may deem it, and treat the payee of shall not be liable for any Revolving Credit Note as the owner thereof for all purposes unless such Revolving Credit Note shall have been transferred action taken or not taken by it in accordance with Section 12.8 hereofthe advice of any such counsel, accountants or experts. Each Agent shall be fully justified in failing or refusing to take any action that is not required or explicitly approved by the Lenders under this Agreement and the other any Loan Documents Document unless it shall first receive such advice or concurrence of the Required Lenders (or, when expressly required hereby or by the relevant other Loan Document, all 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. Each Agent The Agents shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the Revolving Credit Notes or any other Loan Document in accordance with a request or consent of the Required Lenders (or, when or such greater number of Lenders as may be expressly required hereby, all the Lenders), hereby in any instance) and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders Lenders; provided that the Agents shall not be required to take any action that, in their opinion or in the opinion of the Revolving Credit Notestheir counsel, may expose such Agent to liability or that is contrary to any Loan Document or applicable Law.

Reliance by the Agents. Each 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, certificatestatement, affidavitinstrument, letter, cablegram, telegram, telecopy, telex document or teletype other writing (including any electronic message, statement, order Internet or intranet website posting or other document or conversation distribution) believed by it to be genuine and correct and to have been signed, sent or otherwise authenticated by the proper Person. Each Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person or Persons Person, and upon advice and statements shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to any Borrowing that by its terms shall be fulfilled to the satisfaction of a Lender, the Administrative Agent may presume that such condition is satisfactory to such Lender unless such Agent shall have received notice to the contrary from such Lender prior to any such Borrowing. Each Agent may consult with legal counsel (including, without limitation, who may be counsel to for the Borrower), independent accountants and other experts selected by such Agent. Each Agent may deem it, and treat the payee of shall not be liable for any Revolving Credit Note as the owner thereof for all purposes unless such Revolving Credit Note shall have been transferred action taken or not taken by it in accordance with Section 12.8 hereofthe advice of any such counsel, accountants or experts. Each Agent shall be fully justified in failing or refusing Without limiting the generality of the foregoing, to take any action under the extent that this Agreement and the or any other Loan Documents unless it shall first receive Document requires any Agent to exercise any discretion or otherwise act or refrain from acting and such advice Agent believes that adequate instruction or concurrence of the Required Lenders (or, when expressly required hereby or direction is not provided by the relevant express terms of this Agreement or any other Loan Document, all such Agent shall promptly give notice (in such form as shall be appropriate under the Lenderscircumstances) as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against requesting instruction as to the course of action to be adopted. To the extent 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. Each Agent shall in all cases be fully protected in actingacts, or in refraining refrains from acting, under this Agreement and the Revolving Credit Notes in good faith in accordance with a request any written instruction of the Required Lenders Lenders, such Agent shall not be liable on account of such action to any Person. If such Agent shall not have received appropriate instruction within ten (or10) days of such notice (or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the circumstances) it may, when expressly required herebybut shall be under no duty to, all take or refrain from taking such action or omission as it shall deem to be in the best interests of the Lenders), and shall have no liability to any Person for such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the Revolving Credit Notesinaction.

Reliance by the Agents. Each Agent The Agents 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 and the Borrower), independent accountants and other experts selected by such Agentthe Agents. Each Agent The Agents may deem and treat the payee of any Revolving Credit Note as the owner thereof for all purposes unless such Revolving Credit Note a written notice of assignment, negotiation or transfer thereof shall have been transferred in accordance filed with Section 12.8 hereofthe Administrative Agent. Each Agent The Agents shall be fully justified in failing or refusing to take any action under this Agreement and the other applicable First Lien Loan Documents Document unless it shall first receive such advice or concurrence of the Required Lenders (or, when expressly required hereby or if so specified by the relevant other Loan Documentthis Agreement, all Lenders or the LendersMajority Facility Lenders in respect of any Facility) 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. Each Agent The Agents shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the Revolving Credit Notes applicable First Lien Loan Documents in accordance with a request of the Required Lenders (or, when expressly required herebyif so specified by this Agreement, all Lenders or the LendersMajority Facility Lenders in respect of any Facility), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the Revolving Credit NotesLoans.

Reliance by the Agents. Each Agent The Agents shall be entitled to relyrely upon, and shall be fully protected in relyingnot incur any liability to any Lender for relying upon, upon any notenotice, writingrequest, resolution, noticecertificate, consent, certificatestatement, affidavitinstrument, letter, cablegram, telegram, telecopy, telex document or teletype other writing (including any electronic message, statement, order Internet or intranet website posting or other document or conversation distribution) believed by it to be genuine and correct and to have been signed, sent or otherwise authenticated by the proper Person. Each Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person Person, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan or Persons and upon advice and statements the issuance of a Letter of Credit that by its terms must be fulfilled to the satisfaction of a Lender or an Issuing Bank, each Agent may presume that such condition is satisfactory to such Lender or Issuing Bank unless the Administrative Agent shall have received notice to the contrary from such Lender or Issuing Bank prior to the making of such Loan or the issuance of such Letter of Credit. Each Agent may consult with legal counsel (including, without limitation, who may be counsel to for the Borrower), independent accountants and other experts selected by such Agent. Each Agent may deem it, and treat the payee of shall not be liable to any Revolving Credit Note as the owner thereof Lender for all purposes unless such Revolving Credit Note shall have been transferred any action taken or not taken by it in accordance with Section 12.8 hereofthe advice of any such counsel, accountants or experts. Each Agent shall be fully justified in failing or refusing to take any discretionary action under this Agreement and any Loan Document for the other Loan Documents benefit of the Lenders unless it shall first receive such advice or concurrence of the Required Lenders (or, when expressly required hereby or by the relevant other Loan Document, all the Lenders) as it deems appropriate or may request, 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 191 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 The Agents shall in all cases be fully protected in actingtaking any discretionary action, or in refraining from actingtaking any discretionary action for the benefit of the Lenders, under this Agreement and the Revolving Credit Notes any Loan Document in accordance with a request or consent of the Required Lenders (or, when or such greater number of Lenders as may be expressly required hereby, all the Lenders), hereby in any instance) and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders; provided that the Agents shall not be required to take any discretionary action that, in their opinion or in the opinion of their counsel, may expose such Agent to liability or that is contrary to any Loan Document or Applicable Law. Notwithstanding the foregoing, the Administrative Agent and the Collateral Agent shall not act (or refrain from acting, as applicable) upon any direction from the Required Lenders (or other requisite percentage of Lenders) that would cause the Administrative Agent to be in breach of any express term or provision of this Agreement. The Lenders and all future holders of each other Secured Party agree not to instruct the Revolving Credit NotesAdministrative Agent, Collateral Agent or any other Agent to take any action, or refrain from taking any action, that would, in each case, cause it to violate an express duty or obligation under this Agreement.

Reliance by the Agents. Each Agent of the Agents shall be entitled to rely, and shall be fully protected in relying, upon any note, writing, communication, signature, resolution, 135 representation, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopyfacsimile, telex telex, or teletype telephone message, electronic mail message, statement, order or other document or conversation believed by it the Collateral Agent or the Administrative Agent to be genuine and correct and to have been signed, sent sent, or made by the proper Person or Persons Persons, and upon advice and statements of legal counsel (including, without limitation, including counsel to the Borrowerany Obligated Party or any of their respective Affiliates), independent accountants and other experts selected by such the Collateral Agent or the Administrative Agent. Each Agent may deem and treat of the payee of any Revolving Credit Note as the owner thereof for all purposes unless such Revolving Credit Note shall have been transferred in accordance with Section 12.8 hereof. Each Agent Agents 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 the Required Majority Lenders (or, when expressly required hereby as the Collateral Agent or by the relevant other Loan Document, all the Lenders) as it Administrative Agent deems appropriate or and, if it so requests, it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which that may be incurred by it by reason of taking or continuing to take any such action except for its own gross negligence or willful misconductaction. Each The Collateral Agent and the Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the Revolving Credit Notes or any other Loan Document in accordance with a request or consent of the Required Majority Lenders (or, when expressly or all Lenders if so required hereby, all the Lenders), by Section 13.1) and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the Revolving Credit NotesLenders. For purposes of determining compliance with the conditions specified in Section 9.1, each Lender that has executed and delivered this Agreement shall be deemed to have consented to, approved, or accepted, or to be satisfied with, each document or other matter required thereunder to be consented to or approved by, or acceptable or satisfactory to, a Lender unless each Agent shall have received written notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Reliance by the Agents. Each Agent The Agents shall be entitled to relyrely upon, and shall be fully protected in relyingnot incur any liability for relying upon, upon any notenotice, writingrequest, resolution, noticecertificate, consent, certificatestatement, affidavitinstrument, letter, cablegram, telegram, telecopy, telex document or teletype other writing (including any electronic message, statement, order Internet or intranet website posting or other document or conversation distribution) believed by it to be genuine and correct and to have been signed, sent or otherwise authenticated by the proper Person. Each Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person or Persons Person, and upon advice and statements shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan that by its terms must be fulfilled to the satisfaction of a Lender, each Agent may presume that such condition is satisfactory to such Lender unless the Administrative Agent shall have received notice to the contrary from such Lender prior to the making of such Loan. Each Agent may consult with legal counsel (including, without limitation, who may be counsel to for the Borrower), independent accountants and other experts selected by such Agent. Each Agent may deem it, and treat the payee of shall not be liable for any Revolving Credit Note as the owner thereof for all purposes unless such Revolving Credit Note shall have been transferred action taken or not taken by it in accordance with Section 12.8 hereofthe advice of any such counsel, accountants or experts. Each 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 the Required Lenders (or, when expressly required hereby or by the relevant other Loan Document, all 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. Each Agent The Agents shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the Revolving Credit Notes or any other Loan Document in accordance with a request or consent of the Required Lenders (or, when or such greater number of Lenders as may be expressly required hereby, all the Lenders), hereby in any instance) and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders Lenders; provided that the Agents shall not be required to take any action that, in their opinion or in the opinion of the Revolving Credit Notestheir counsel, may expose such Agent to liability or that is contrary to any Loan Document or applicable Law.

Reliance by the Agents. Each Agent The Agents shall be entitled to relyrely upon, and shall be fully protected in relyingnot incur any liability for relying upon, upon any notenotice, writingrequest, resolution, noticecertificate, consent, certificatestatement, affidavitinstrument, letter, cablegram, telegram, telecopy, telex document or teletype other writing (including any electronic message, statement, order Internet or intranet website posting or other document or conversation distribution) believed by it to be genuine and correct and to have been signed, sent or otherwise authenticated by the proper Person. Each Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person Person, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan or Persons and upon advice and statements the issuance of a Letter of Credit that by its terms must be fulfilled to the satisfaction of a Lender or an Issuing Bank, each Agent may presume that such condition is satisfactory to such Lender or Issuing Bank unless the Administrative Agent shall have received notice to the contrary from such Lender or Issuing Bank prior to the making of such Loan or the issuance of such Letter of Credit. Each Agent may consult with legal counsel (including, without limitation, who may be counsel to for the BorrowerBorrowers), independent accountants and other experts selected by such Agent. Each Agent may deem it, and treat the payee of shall not be liable for any Revolving Credit Note as the owner thereof for all purposes unless such Revolving Credit Note shall have been transferred action taken or not taken by it in accordance with Section 12.8 hereofthe advice of any such counsel, accountants or experts. Each Agent shall be fully justified in failing or refusing to take any action that is not required or explicitly approved by the Lenders under this Agreement and the other any Loan Documents Document unless it shall first receive such advice or concurrence of the Required Lenders (or, when expressly required hereby or by the relevant other Loan Document, all the requisite percentage of 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. Each Agent The Agents shall in all cases be fully protected in actingtaking any action, or in refraining from actingtaking any action, under this Agreement and the Revolving Credit Notes any Loan Document in accordance with a request or consent of the Required Lenders (or, when or such greater number of Lenders as may be expressly required hereby, all the Lenders), hereby in any instance) and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders; provided that the Agents shall not be required to take any action that, in their opinion or in the opinion of their counsel, may expose such Agent to liability or that is contrary to any Loan Document or applicable Law. Notwithstanding the foregoing, the Administrative Agent and the Collateral Agent shall not act (or refrain from acting, as applicable) upon any direction from the Required Lenders and all future holders (or other requisite percentage of Lenders) that would cause the Revolving Credit NotesAdministrative Agent to be in breach of any express term or provision of this Agreement. The Required Lenders agree not to instruct the Administrative Agent or Collateral Agent to take any action, or refrain from taking any action, that would, in each case, cause it to violate an express duty or obligation under this Agreement.

Reliance by the Agents. No Agent shall have any obligation (a) to ascertain or to inquire as to the observance or performance of any of the conditions, covenants or agreements in this Agreement, the Notes or the other Loan Documents or in any document, instrument or agreement at any time constituting, or intended to constitute, Collateral, (b) to ascertain or inquire as to whether any notice, consent, waiver or request delivered to it shall have been duly authorized or is genuine, accurate and complete or (c) to inspect the properties, books or records of the Borrower, any Guarantor or any of their respective Subsidiaries. Each Agent shall be entitled to rely, and shall be fully protected in relying, relying (i) upon any note, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order or other document document, instrument 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 (ii) upon advice and statements of legal counsel (including, without limitation, including counsel to the BorrowerBorrower or the Guarantors), independent accountants and other experts selected by such Agent. Each Agent may deem and treat the payee of any Revolving Credit Note as the owner thereof for all purposes unless such Revolving Credit Note a written notice of the assignment, negotiation or transfer thereof, in accordance with the provisions of this Agreement, shall have been transferred in accordance with Section 12.8 hereofdelivered to such Agent identifying the name of the subsequent payee or holder thereof. Each Agent shall be entitled to fail or refuse, and shall be fully justified protected in failing or refusing refusing, to take any action required or permitted by it under this Agreement and Agreement, the Notes or the other Loan Documents unless (A) it first shall first receive such advice or concurrence of the Required Requisite Lenders (or, when expressly required hereby or by the relevant other Loan Document, all the Lenders) as it deems appropriate appropriate, or (B) it first 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. Each In all cases each Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and Agreement, the Revolving Credit Notes or the other Loan Documents in accordance with a request of the Required Lenders (or, when expressly required hereby, all the Requisite Lenders), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the Revolving Credit Notes.

Reliance by the Agents. Each Agent of the Agents 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 the BorrowerBorrowers), independent accountants and other experts selected by such Agent. Each Agent may deem As to the Lenders and treat the payee of any Revolving Credit Note as Issuing Lender: (1) the owner thereof for all purposes unless such Revolving Credit Note shall have been transferred in accordance with Section 12.8 hereof. Each Administrative 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 one hundred percent (100%) of the Required Lenders and the Issuing Lender (or, when if a provision of this Agreement expressly required hereby or by provides that a lesser number of the relevant other Loan DocumentLenders may direct the action of the Administrative Agent, all the such lesser number of Lenders) as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders and the Issuing Lender ratably in accordance with their respective Applicable Percentage Shares 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 the Administrative Agent's gross negligence or willful misconduct. Each ), (2) the Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the Revolving Credit Notes Loan Documents in accordance with a request of one hundred percent (100%) of the Required Lenders and the Issuing Lender (or, when if a provision of this Agreement expressly provides that the Administrative Agent shall be required herebyto act or refrain from acting at the request of a lesser number of the Lenders, all the such lesser number of Lenders), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders Lenders, and the Issuing Lender, (3) the Collateral Agent shall be fully justified in failing or refusing to take any action under the Loan Documents unless it shall first receive such advice or concurrence of the Required Benefited Creditors (or, if a provision of this Agreement or the Loan Documents expressly provides that the Collateral Agent shall be required to act or refrain from acting at the request of the Majority Benefited Creditors or a lesser number of the Benefited Creditors, such Majority Benefited Creditors or lesser number of Benefited Creditors) or it shall first be indemnified to its satisfaction by the Benefited Creditors against any and all future holders liability and expense which may be incurred by it by reason of taking or continuing to take any action (except for liabilities and expenses resulting from the Collateral Agent's gross negligence or willful misconduct), and (4) the Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, under the Loan Documents in accordance with a request of the Revolving Credit NotesRequired Benefited Creditors (or, if a provision of this Agreement or the Loan Documents expressly provides that the Collateral Agent shall be required to act or refrain from acting at the request of the Majority Benefited Creditors or a lesser number of the Benefited Creditors, such Majority Benefited Creditors or lesser number of Benefited Creditors), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders.

Reliance by the Agents. Each Agent The Agents 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 the Borrower), independent accountants and other experts selected by such Agentthe Agents. Each Agent may deem and treat the payee of any Revolving Credit Note as the owner thereof for all purposes unless such Revolving Credit Note a written notice of assignment, negotiation or transfer thereof shall have been transferred in accordance filed with Section 12.8 hereofthe Administrative Agent. Each Agent shall be fully justified in failing or refusing to take any action under this Agreement and the other applicable Loan Documents Document unless it shall first receive such advice or concurrence of the Required Lenders (or, when expressly required hereby or if so specified by the relevant other Loan Documentthis Agreement, all Lenders or the LendersMajority Facility Lenders in respect of any Facility) as it deems appropriate or it shall first be indemnified to its satisfaction by the Revolving 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. Each Agent The Agents shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the Revolving Credit Notes applicable Loan Documents in accordance with a request of the Required Lenders (or, when expressly required herebyif so specified by this Agreement, all Lenders or the LendersMajority Facility Lenders in respect of any Facility), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the Revolving Loans. In determining compliance with any conditions hereunder to the making of a Loan, the issuance of a Letter of Credit Notesor the creation of an Acceptance, that by its terms must be fulfilled to the satisfaction of a Lender, an Issuing Lender or Swingline Lender, the Agents may presume that such condition is satisfactory to such Lender, Issuing Lender or Swingline Lender unless the Administrative Agent shall have received notice to the contrary from such Lender, Issuing 217 |US-DOCS\115543490.9|| Lender, or Swingline Lender prior to the making of such Loan or the issuance of such Letter of Credit.