Common use of Reliance by the Agent Clause in Contracts

Reliance by the Agent. The 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) reasonably believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. The Agent also may rely upon any statement made to it orally or by telephone and reasonably believed by it to have been made by the proper Person, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan, or the issuance of a Facility LC, that by its terms must be fulfilled to the satisfaction of a Lender or an LC Issuer, the Agent may presume that such condition is satisfactory to such Lender or LC Issuer unless the Agent shall have received notice to the contrary from such Lender or LC Issuer prior to the making of such Loan or the issuance of such Facility LC. The Agent may consult with legal counsel (who may be counsel 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 counsel, accountants or experts.

Reliance by the Agent. The 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) reasonably believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. The Agent also may rely upon any statement made to it orally or by telephone and reasonably believed by it to have been made by the proper Person, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan, or the issuance or deemed issuance, as applicable, of a Facility LCLetter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender or an LC Issuerthe Issuing Bank, the Agent may presume that such condition is satisfactory to such Lender or LC Issuer the Issuing Bank unless the Agent shall have received notice to the contrary from such Lender or LC Issuer the Issuing Bank prior to the making of such Loan or the issuance or deemed issuance, as applicable, of such Facility LCLetter of Credit. The Agent may consult with legal counsel (who may be counsel 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 counsel, accountants or experts.

Reliance by the Agent. The 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) reasonably believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Personan Authorized Officer. The Agent also may rely upon any statement made to it orally or by telephone and reasonably believed by it to have been made by the proper Person, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan, Loan or the issuance of a Facility LCLetter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender or an LC IssuerLender, the Agent (or Issuing Lender, as applicable) may presume that such condition is satisfactory to such Lender or LC Issuer unless the Agent (or Issuing Lender, as applicable) shall have received notice to the contrary from such Lender or LC Issuer prior to the making of such Loan or the issuance of such Facility LCLetter of Credit. The Agent may consult with legal counsel (who may be counsel for the BorrowerBorrower and/or the Guarantors), 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 Agent. The 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) reasonably believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. The Agent also may rely upon any statement made to it orally or by telephone and reasonably believed by it to have been made by the proper Person, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan, or the issuance or deemed issuance, as applicable, of a Facility LCLetter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender or an LC IssuerIssuing Bank, the Agent may presume that such condition is satisfactory to such Lender or LC Issuer such Issuing Bank unless the Agent shall have received notice to the contrary from such Lender or LC Issuer such Issuing Bank prior to the making of such Loan or the issuance or deemed issuance, as applicable, of such Facility LCLetter of Credit. The Agent may consult with legal counsel (who may be counsel 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 counsel, accountants or experts.

Reliance by the Agent. The Applicable Agent shall be entitled to rely upon, and shall not incur any liability for be fully protected in relying upon, any note, writing, resolution, notice, requeststatement, certificate, consenttelex, statementteletype or facsimile message, instrumentcablegram, radiogram, order or other document or other writing (including any electronic message, Internet or intranet website posting or other distribution) reasonably believed by it to be genuine and to have been telephone message signed, sent or otherwise authenticated by the proper Person. The Agent also may rely upon any statement made to it orally or by telephone and reasonably believed by it to have been made by any Person that the Applicable Agent believed to be the proper Person, and, with respect to all legal matters pertaining to this Agreement and shall not incur any liability for relying thereonother Loan Document and its duties hereunder and thereunder, upon advice of counsel selected by the Applicable Agent. In determining compliance with any condition hereunder to the making of a Loan, Loan or the issuance issuance, extension or increase of a Facility LCLetter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender or an LC IssuerIssuing Bank, the Applicable Agent may presume that such condition is satisfactory to such Lender or LC Issuer Issuing Bank unless the Applicable Agent shall have received notice to the contrary from such Lender or LC Issuer Issuing Bank prior to the making of such Loan or the issuance issuances of such Facility LCLetter of Credit. The Applicable Agent may consult with legal counsel (who may be counsel 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 counsel, accountants or experts.

Reliance by the Agent. The 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) reasonably believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Personan Authorized Officer. The Agent also may rely upon any statement made to it orally or by telephone and reasonably believed by it to have been made by the proper Person, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan, Loan or the issuance of a Facility LCLetter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender or an LC IssuerLender, the Agent (or Issuing Lender, as applicable) may presume that such condition is satisfactory to such Lender or LC Issuer unless the Agent (or Issuing Lender, as applicable) shall have received notice to the contrary from such Lender or LC Issuer prior to the making of such Loan or the issuance of such Facility LCLetter of Credit. The Agent may consult with legal counsel (who may be counsel for the Borrower, and/or the Guarantors and/or the Approved JVs), 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 Agent. The 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) reasonably believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. The Agent also may rely upon any statement made to it orally or by telephone and reasonably believed by it to have been made by the proper Person, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan, or the issuance issuance, extension, renewal or increase of a Facility LCLetter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender or an LC the L/C Issuer, the Agent may presume that such condition is satisfactory to such Lender or LC the L/C Issuer unless the Agent shall have received notice to the contrary from such Lender or LC the L/C Issuer prior to the making of such Loan or the issuance of such Facility LCLetter of Credit. The Agent may consult with legal counsel (who may be counsel for the BorrowerBorrowers), 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 Agent. The 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) reasonably believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. The Each Agent also may rely upon any statement made to it orally or by telephone and reasonably believed by it to have been made by the proper Person, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan, or the issuance of a Facility LCLetter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender or an LC IssuerIssuing Bank, the each Agent may presume that such condition is satisfactory to such Lender or LC Issuer such Issuing Bank unless the such Agent shall have received notice to the contrary from such Lender or LC Issuer such Issuing Bank prior to the making of such Loan or the issuance of such Facility LCLetter of Credit. The Each Agent may consult with legal counsel (who may be counsel 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 counsel, accountants or experts.

Reliance by the Agent. The 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 including, but not limited to, any electronic message, Internet or intranet website posting or other distribution) reasonably believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. The Agent also may rely upon any statement made to it orally or by telephone and reasonably believed by it to have been made by the proper Person, and shall not 162 incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan, or the issuance of a Facility LCLetter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender or an LC the L/C Issuer, the Agent may presume that such condition is satisfactory to such Lender or LC the L/C Issuer unless the Agent shall have received written notice to the contrary from such Lender or LC the L/C Issuer prior to the making of such Loan or the issuance of such Facility LCLetter of Credit. The Agent may consult with legal counsel (who may be counsel for the Borrowerany Loan Party), 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 Agent. The Agent shall be entitled to rely upon, and shall be fully protected in relying and shall not incur any liability for relying upon, any notice, request, certificate, communication, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution) reasonably believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. The Agent also may rely upon any statement made to it orally or by telephone and reasonably believed by it to have been made by the proper Person, and shall 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 the issuance issuance, extension, renewal or increase of a Facility LCLetter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender or an LC the L/C Issuer, the Agent may presume that such condition is satisfactory to such Lender or LC the L/C Issuer unless the Agent shall have received notice to the contrary from such Lender or LC the L/C Issuer prior to the making of such Loan or the issuance issuance, extension, renewal or increase of such Facility LCLetter of Credit. The Agent may consult with legal counsel (who may be counsel for the BorrowerBorrowers), 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 Agent. The Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, and shall be fully protected in relying on, any notice, request, certificate, communication, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution) reasonably believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. The Agent also may rely upon any statement made to it orally or by telephone and reasonably believed by it to have been made by the proper Person, and shall be fully protected in relying on and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan, the issuance, extension, renewal or increase of a U.S. Letter of Credit or the issuance making of a Facility LCany other extension of credit hereunder, that by its terms must be fulfilled to the satisfaction of a Lender or an LC IssuerLender, the Agent may presume that such condition is satisfactory to such Lender or LC Issuer unless the Agent shall have received notice to the contrary from such Lender or LC Issuer prior to the making of such Loan Loan, the issuance, extension renewal or increase of such U.S. Letter of Credit or the issuance making of such Facility LCother extension of credit. The Agent may consult with legal counsel (who may be counsel for the BorrowerBorrowers), 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 Agent. The 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) reasonably believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. The Agent also may rely upon any statement made to it orally or by telephone and reasonably believed by it to have been made by the proper Person, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan, or the issuance issuance, extension, renewal or increase of a Facility LCLetter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender or an LC IssuerIssuing Lender, the Agent may presume that such condition is satisfactory to such Lender or LC Issuer such Issuing Lender unless the Agent shall have received notice to the contrary from such Lender or LC Issuer such Issuing Lender prior to the making of such Loan or the issuance of such Facility LCLetter of Credit. The Agent may consult with legal counsel (who may be counsel 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 counsel, accountants or experts.

Reliance by the Agent. The 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) reasonably believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Personan Authorized Officer. The Agent also may rely upon any statement made to it orally or by telephone and reasonably believed by it to have been made by the proper Person, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan, Loan or the issuance of a Facility LCLetter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender or an LC IssuerLender, the Agent (or Issuing Lender, as applicable) may presume that such condition is satisfactory to such Lender or LC Issuer unless the Agent (or Issuing Lender, as applicable) shall have received notice to the contrary from such Lender or LC Issuer prior to the making of such Loan or the issuance of such Facility LCLetter of Credit. The Agent may consult with legal counsel (who may be counsel for the BorrowerBorrower and/or the Guarantors), 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.. 183

Reliance by the Agent. The 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) reasonably believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. The Agent also may rely upon any statement made to it orally or by telephone and reasonably believed by it to have been made by the proper Person, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan, or the issuance of a Facility LCLetter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender or an LC IssuerIssuing Bank, the Agent may presume that such condition is satisfactory to such Lender or LC Issuer such Issuing Bank unless the Agent shall have received notice to the contrary from such Lender or LC Issuer such Issuing Bank prior to the making of such Loan or the issuance of such Facility LCLetter of Credit. The Agent may consult with legal counsel (who may be counsel 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 counsel, accountants or experts.

Reliance by the Agent. The 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) reasonably believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. The Agent also may rely upon any statement made to it orally or by telephone and reasonably believed by it to have been made by the proper Person, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan, or the issuance issuance, extension, renewal or increase of a Facility LCLetter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender or an LC the L/C Issuer, the Agent may presume that such condition is satisfactory to such Lender or LC the L/C Issuer unless the Agent shall have received notice to the contrary from such Lender or LC the L/C Issuer prior to the making of such Loan or the issuance of such Facility LCLetter of Credit. The Agent may consult with legal counsel (who may be counsel for the BorrowerBorrowers), 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.. 9.05

Reliance by the Agent. The 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) reasonably believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. The Agent also may rely upon any statement made to it orally or by telephone and reasonably believed by it to have been made by the proper Person, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan, or the issuance of a Facility LCLetter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender or an LC Issuerthe Issuing Bank, the Agent may presume that such condition is satisfactory to such Lender or LC Issuer the Issuing Bank unless the Agent shall have received notice to the contrary from such Lender or LC Issuer the Issuing Bank prior to the making of such Loan or the issuance of such Facility LCLetter of Credit. The Agent may consult with legal counsel (who may be counsel 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 counsel, accountants or experts.

Reliance by the Agent. The 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 including, but not limited to, any electronic message, Internet or intranet website posting or other distribution) reasonably believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. The Agent also may rely upon any statement made to it orally or by telephone and reasonably believed by it to have been made by the proper Person, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan, or the issuance of a Facility LCLetter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender or an LC the L/C Issuer, the Agent may presume that such condition is satisfactory to such Lender or LC the L/C Issuer unless the Agent shall have received written notice to the contrary from such Lender or LC the L/C Issuer prior to the making of such Loan or the issuance of such Facility LCLetter of Credit. The Agent may consult with legal counsel (who may be counsel for the Borrowerany Loan Party), 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 Agent. The 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) reasonably believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. The Agent also may rely upon any statement made to it orally or by telephone and reasonably believed by it to have been made by the proper Person, and shall not incur any liability for relying 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 issuance, extension, renewal or increase of a Facility LCLetter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender or an LC IssuerIssuing Bank, the Agent may presume that such condition is satisfactory to such Lender or LC Issuer Issuing Bank unless the Agent shall have received notice to the contrary from such Lender or LC Issuer Issuing Bank prior to the making of such Loan or the issuance of such Facility LCLetter of Credit. The Agent may consult with legal counsel (who may be counsel 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 counsel, accountants or experts.

Reliance by the Agent. The 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) reasonably believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. The Agent also may rely upon any statement made to it orally or by telephone and reasonably believed by it to have been made by the proper Person, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan, or the issuance issuance, extension, renewal or increase of a Facility LCLetter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender or an LC IssuerIssuing Lender, the Agent may presume that such condition is satisfactory to such Lender or LC Issuer such Issuing Lender unless the Agent shall have received notice to the contrary from such Lender or LC Issuer such Issuing Lender prior to the making of such Loan or the issuance of such Facility LCLetter of Credit. The Agent may consult with legal counsel (who may be counsel for the BorrowerBorrowers), 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 Agent. The Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, request certificate, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution) reasonably believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. The Agent also may rely upon any statement made to it orally or by telephone and reasonably believed by it to have been made by the proper Person, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loanan Advance, or the issuance of a Facility LC, Letter of Credit that by its terms must be fulfilled to the satisfaction of a Lender or an LC Issuerthe Issuing Lender, the Agent may presume that such condition is satisfactory to such Lender or LC Issuer the Issuing Lender unless the Agent shall have received notice to the contrary from such Lender or LC Issuer the Issuing Lender prior to the making of such Loan Advance or the issuance of such Facility LCLetter of Credit. The Agent may consult with legal counsel (who may be counsel for the Borrower), independent accountants and other experts selected by it, 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 Agent. The 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) reasonably believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. The Agent also may rely upon any statement made to it orally or by telephone and reasonably believed by it to have been made by the proper Person, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan, or the issuance or Modification of a Facility LC, that by its terms must be fulfilled to the satisfaction of a Lender or an LC Issuer, the Agent may presume that such condition is satisfactory to such Lender or LC Issuer unless the Agent shall have received notice to the contrary from such Lender or LC Issuer prior to the making of such Loan or the issuance or Modification of such Facility LC. The Agent may consult with legal counsel (who may be counsel 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 counsel, accountants or experts.

Reliance by the Agent. The Agent shall be entitled to rely upon, shall be fully protected in relying and shall not incur any liability for relying upon, any notice, request, certificate, consent, communication, statement, instrument, document or other writing (including any electronic message, Internet internet or intranet website posting or other distribution) reasonably believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. The Agent also may rely upon any statement made to it orally or by telephone and reasonably believed by it to have been made by the proper Person, and shall 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 the issuance of a Facility LC, Loan that by its terms must be fulfilled to the satisfaction of a Lender or an LC IssuerLender, the Agent may presume that such condition is satisfactory to such Lender or LC Issuer unless the Agent shall have received notice to the contrary from such Lender or LC Issuer prior to the making of such Loan or the issuance of such Facility LCLoan. The Agent may consult with legal counsel (who may be counsel 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 counsel, accountants or experts. Each Lender that has signed this Agreement or a signature page to an Assignment and Assumption or any other Credit Document pursuant to which it is to become a Lender hereunder shall be deemed to have consented to, approved and accepted and shall be deemed satisfied with each document or other matter required thereunder to be consented to, approved or accepted by such Lender or that is to be acceptable or satisfactory to such Lender.

Reliance by the Agent. The 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) reasonably believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Personan Authorized Officer. The Agent also may rely upon any statement made to it orally or by telephone and reasonably believed by it to have been made by the proper Person, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan, Loan or the issuance of a Facility LCLetter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender or an LC IssuerLender, the Agent (or Issuing Lender, as applicable) may presume that such condition is satisfactory to such Lender or LC Issuer unless the Agent (or Issuing Lender, as applicable) shall have received notice to the contrary from such Lender or LC Issuer prior to the making of such Loan or the issuance of such Facility LCLetter of Credit. The Agent may consult with legal counsel (who may be counsel for the BorrowerBorrower and/or the Guarantors), 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.. 155

Reliance by the Agent. The 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) reasonably believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Personan Authorized Officer. The Agent also may rely upon any statement made to it orally or by telephone and reasonably believed by it to have been made by the proper Person, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan, Loan or the issuance of a Facility LCLetter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender or an LC IssuerLender, the Agent (or Issuing Lender, as applicable) may presume that such condition is satisfactory to such Lender or LC Issuer unless the Agent (or Issuing Lender, as applicable) shall have received notice to the contrary from such Lender or LC Issuer prior to the making of such Loan or the issuance of such Facility LCLetter of Credit. The Agent may consult with legal counsel (who may be counsel for the BorrowerBorrower and/or the Guarantors), 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.. 140