Common use of Reliance by the Agents Clause in Contracts

Reliance by the Agents. (a) The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution) believed by it in good faith to be genuine 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, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan, or the issuance, amendment, renewal or extension of a Letter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender or any Issuing Lender, the Administrative Agent may presume that such condition is satisfactory to such Lender or any 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. The Administrative 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 good faith in accordance with the advice of any such counsel, accountants or experts.

Reliance by the Agents. (a) The Administrative Each Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution) believed by it in good faith to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. The Administrative Each Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall not incur any liability for relying thereonthereon (provided that the foregoing is not intended to be construed or to operate in derogation of the Notice requirements in Section 11.02). In determining compliance with any condition hereunder to the making of a Loan, or the issuance, amendmentextension, renewal or extension increase of a Letter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender or any an Issuing LenderBank, the Administrative such Agent may presume that such condition is satisfactory to such Lender or any Issuing Lender Bank unless the Administrative such Agent shall have received notice to the contrary from such Lender or such Issuing Lender Bank prior to the making of such Loan or the issuance of such Letter of Credit. The Administrative Each Agent may consult with legal counsel (who may be counsel for the Loan PartiesBorrowers), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in good faith in accordance with the advice of any such counsel, accountants or experts.

Reliance by the Agents. (a) The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution) believed by it in good faith to be genuine 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, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan, or the issuance, amendment, renewal or extension of a Letter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender or any Issuing Lender, the Administrative Agent may presume that such condition is satisfactory to such Lender or any 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. The Administrative 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 good faith in accordance with the advice of any such counsel, accountants or experts.

Reliance by the Agents. (a) The Administrative Each Agent shall be entitled to rely uponrely, ---------------------- and shall not incur be fully protected in relying, upon any liability for relying uponinstrument, any writing, resolution, notice, requestconsent, certificate, consentaffidavit, letter, telecopy, telex or teletype message, statement, instrument, order or other document or other writing (including any electronic message, Internet or intranet website posting or other distribution) conversation reasonably believed by it in good faith 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 or Persons and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making upon advice and statements of a Loan, or the issuance, amendment, renewal or extension of a Letter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender or any Issuing Lender, the Administrative Agent may presume that such condition is satisfactory to such Lender or any 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. The Administrative Agent may consult with legal counsel (who may be including, without limitation, counsel for to Holdings or the other Loan Parties), independent accountants and other experts selected by itthe Administrative Agent. The Agents may deem and treat the payee of any Note as the owner thereof for all purposes unless a written notice of assignment, negotiation or transfer thereof shall have been filed with the Administrative Agent. Each Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Document unless it shall first receive such advice or concurrence of the Lenders required 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. Each Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the other Loan Documents in accordance with a request of the Lenders required to so act, and shall not be liable for such request and any action taken or not taken by it in good faith in accordance with failure to act pursuant thereto shall be binding upon all the advice Lenders and all future holders of any such counsel, accountants or expertsthe Loans.

Reliance by the Agents. (a) The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution) believed by it in good faith to be genuine 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, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan, or the issuance, amendment, renewal or extension of a Letter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender or any Issuing Lender, the Administrative Agent may presume that such condition is satisfactory to such Lender or any 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. The Administrative 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 147 liable for any action taken or not taken by it in good faith in accordance with the advice of any such counsel, accountants or experts.

Reliance by the Agents. (a) The Administrative Agent Agents shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution) believed by it in good faith them to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. The Administrative Agent and the Pre-Funded L/C Facility Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan, or the issuance, amendment, renewal or extension issuance of a Letter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender or any Issuing Lenderan L/C Issuer, the Administrative Agent or the Pre-Funded L/C Facility Agent, as the case may be, may presume that such condition is satisfactory to such Lender or any Issuing Lender such L/C Issuer unless the Administrative Agent or the Pre-Funded L/C Facility Agent, as the case may be, shall have received notice to the contrary from such Lender or such Issuing Lender L/C Issuer prior to the making of such Loan or the issuance of such Letter of Credit. The Administrative Agent Agents may consult with legal counsel (who may be counsel for the Loan PartiesBorrower), independent accountants and other experts selected by itthem, and shall not be liable for any action taken or not taken by it in good faith them in accordance with the advice of any such counsel, accountants or experts.

Reliance by the Agents. (a) The Administrative Agent Agents shall be entitled to rely uponrely, and shall not incur be fully protected in relying, upon any liability for relying uponwriting, any resolution, notice, requestconsent, certificate, consentaffidavit, statementletter, instrumenttelegram, telefacsimile or other electronic method of transmission, telex or telephone message, statement or other document or other writing (including any electronic message, Internet or intranet website posting or other distribution) conversation believed by it in good faith to be genuine and correct and to have been signed, sent 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 PersonPerson or Persons, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making upon advice and statements of a Loan, or the issuance, amendment, renewal or extension of a Letter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender or any Issuing Lender, the Administrative Agent may presume that such condition is satisfactory to such Lender or any 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. The Administrative Agent may consult with legal counsel (who may be including counsel for to the Loan PartiesBorrowers or counsel to any Lender), independent accountants and other experts selected by itthe Agents. The Agents shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Document. Unless the Agents shall first receive such advice or concurrence of the requisite Lenders as they deem appropriate and until such instructions are received, the Agents shall refrain from acting as they may deem advisable. If any Agent so requests, it shall first be indemnified to its reasonable satisfaction by the Lenders against any and all liability and expense that may be incurred by it by reason of taking or continuing to take any such action. Each Agent shall not in all cases be liable for fully protected in acting, or in refraining from acting, under this Agreement or any other Loan Document in accordance with a request or consent of the requisite Lenders and such request and any action taken or not taken by it in good faith in accordance with any failure to act pursuant thereto shall be binding upon all of the advice of any such counsel, accountants or expertsLenders.

Reliance by the Agents. (a) The Administrative Agent Each of the Agents shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution) believed by it in good faith to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. The Administrative Agent Each of 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, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan, or the issuance, amendmentextension, renewal or extension increase of a Letter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender or any Issuing Lenderan L/C Issuer, each of the Administrative Agent Agents may presume that such condition is satisfactory to such Lender or any Issuing Lender such L/C Issuer unless the Administrative such Agent shall have received notice to the contrary from such Lender or such Issuing Lender L/C Issuer prior to the making of such Loan or the issuance of such Letter of Credit. The Administrative Agent Each of the Agents may consult with legal counsel (who may be counsel for the Loan Credit Parties), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in good faith in accordance with the advice of any such counsel, accountants or experts.

Reliance by the Agents. (a) The Administrative Each Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution) believed by it in good faith to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. The Administrative Each Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall not incur any liability for relying thereonthereon (provided that the foregoing is not intended to be construed or to operate in derogation of the Notice requirements in Section 11.02). In determining compliance with any condition hereunder to the making of a Loan, or the issuance, amendmentextension, renewal or extension increase of a Letter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender or any an Issuing LenderBank, the Administrative such Agent may presume that such condition is satisfactory to such Lender or any Issuing Lender Bank unless the Administrative such Agent shall have received notice to the contrary from such Lender or such Issuing Lender Bank prior to the making of such Loan or the issuance of such Letter of Credit. The Administrative Each Agent may consult with legal counsel (who may be counsel for the Loan PartiesBorrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in good faith in accordance with the advice of any such counsel, accountants or experts.

Reliance by the Agents. (a) The Administrative Each Agent shall be entitled to rely uponrely, and shall not incur any liability for relying uponin relying, upon any noticecertification, request, certificate, consent, statement, instrument, document notice or other writing communication (including any electronic messagethose by telephone, Internet telex, telegram, telecopy or intranet website posting or other distributione-mail) believed by it in good faith to be genuine and correct and to have been signed, sent or otherwise authenticated made by the proper Personperson, and upon the advice and statements of Agent Professionals. The Administrative Each Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been be made by the a proper Personperson, and shall not incur any liability for relying thereon. Each Agent shall have a reasonable and practicable amount of time to act upon any instruction, notice or other communication under any Loan Document, and shall not be liable for any such delay in acting. In determining compliance with any condition hereunder to the making of a Loan, or the issuance, amendment, renewal or extension of a Letter of Credit, Loan that by its terms must be fulfilled to the satisfaction of a Lender or any Issuing Lender, the Administrative each Agent may presume that such condition is satisfactory to such Lender or any Issuing Lender unless the Administrative each Agent shall have received written 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 CreditLoan. The Administrative Each Agent may consult with legal counsel (who may be counsel for the Loan Parties)counsel, independent accountants and other experts advisors selected by it, and shall not be liable for any action taken or not taken by it in good faith in accordance with the advice of any such counsel, accountants or expertsadvisors.

Reliance by the Agents. (a) The Administrative Agent Agents shall be entitled to rely uponrely, and shall not incur be fully protected in relying, upon any liability for relying uponnote, any writing, resolution, notice, requestconsent, certificate, consentaffidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, instrument, order or other document or other writing (including any electronic message, Internet or intranet website posting or other distribution) conversation believed by it in good faith such Agent 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 or Persons and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making upon advice and statements of a Loan, or the issuance, amendment, renewal or extension of a Letter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender or any Issuing Lender, the Administrative Agent may presume that such condition is satisfactory to such Lender or any 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. The Administrative Agent may consult with legal counsel (who may be including, without limitation, counsel for to the Loan PartiesBorrowers), independent accountants and other experts selected by it, such Agent. The Agents may deem and treat the payee of any Note as the owner thereof for all purposes unless such Note shall not be liable for any action taken or not taken by it in good faith have been transferred in accordance with Section 14.10 hereof. The Agents shall be fully justified in failing or refusing to take any action under this Agreement and the other Loan Documents unless such Agent 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 such counsel, accountants and all liability and expense which may be incurred by it by reason of taking or experts.continuing to take any such

Reliance by the Agents. (a) The Administrative Each Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution) believed by it in good faith to be genuine and to have been signed, signed or sent or otherwise authenticated by the proper Person. The Administrative Each Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been be made by the proper Person, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan, or the issuance, amendmentextension, renewal or extension increase of a Letter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender or any an Issuing LenderBank, the Administrative Agent may presume that such condition is satisfactory to such Lender or any such Issuing Lender Bank unless the Administrative Agent shall have received notice to the contrary from such Lender or 161 such Issuing Lender Bank prior to the making of such Loan or the issuance “issuance” (as such term is defined in Section 4.02) of such Letter of Credit. The Administrative Any Agent may consult with legal counsel (who may be counsel for the Loan PartiesBorrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in good faith in accordance with the advice of any such counsel, accountants or experts.