Common use of Reliance by the Agent Clause in Contracts

Reliance by the Agent. The Agent shall be entitled to rely, and shall be fully protected in relying, upon any note, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order or other document or conversation believed by it to be genuine 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 Credit Parties), independent accountants and other experts selected by the Agent. The Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Credit Document unless it shall first receive such advice or concurrence of the Required Banks as it deems appropriate or it shall first be indemnified to its satisfaction by the Banks against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the other Credit Documents in accordance with a request of the Required Banks (or to the extent specifically provided in Section 11.12, all the Banks), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Banks.

Reliance by the Agent. (a) The Agent shall be entitled to rely, and shall be fully protected in relying, upon any note, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopyfacsimile, telex telex, or teletype telephone message, statement, order or other document or conversation believed by it to be genuine and correct and to have been signed, sent sent, or made by the proper Person or Persons Persons, and upon advice and statements of legal counsel (including, without limitation, counsel to the Credit Partiesany Borrower), independent accountants and other experts selected by the Agent. The Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Credit Loan Document unless it shall first receive such advice or concurrence of the Required Banks Majority Lenders as it deems appropriate or and, if it so requests, it shall first be indemnified to its satisfaction by the Banks Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the or any other Credit Documents Loan Document in accordance with a request or consent of the Required Banks Majority Lenders (or to the extent specifically provided in Section 11.12, all the Banks), Lenders if so required by SECTION 13.2) and such request and any action taken or failure to act pursuant thereto shall be binding upon all of the BanksLenders.

Reliance by the Agent. The 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 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 Credit Parties), independent accountants and other experts selected by the Administrative Agent. The Each Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Credit Document unless it shall first receive such advice or concurrence of the Required Banks as it deems appropriate or it shall first be indemnified to its satisfaction by the Banks against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Each Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the other Credit Documents in accordance with a request of the Required Banks (or to the extent specifically provided in Section 11.1211.11, all the Banks), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Banks.

Reliance by the Agent. (a) The Agent shall be entitled to rely, and shall be fully protected in relying, upon any note, writing, resolution, notice, consent, certificate, affidavit, letter, 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 Credit PartiesBorrower), independent accountants and other experts selected by the Agent. The Agent shall be fully justified in failing or refusing to take any action under this Agreement or any and the other Credit Document Loan Documents unless it shall first receive such advice or concurrence of the Required Banks Lenders (or, when expressly required hereby or by the relevant other Loan Documents, all the Lenders) as it deems appropriate or it shall first be indemnified to its satisfaction by the Banks Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such actionaction except for its own gross negligence or willful misconduct. The Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the other Credit Documents in accordance with a request of the Required Banks Lenders (or to the extent specifically provided in Section 11.12or, when expressly required hereby, all the BanksLenders), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the BanksLenders.

Reliance by the Agent. (a) The Agent shall be entitled to rely, and shall be fully protected in relying, upon (i) 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 (ii) any advice and or statements of legal counsel (including, without limitation, including counsel to the Credit PartiesBorrowers or the Guarantor), independent accountants and other experts selected by the Agent. The Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Credit Transaction Document unless it shall first receive such advice or concurrence of the Required Banks Requisite Lenders as it deems appropriate or and, if it so requests, it shall first be indemnified to its satisfaction by the Banks Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the or any other Credit Documents Transaction Document in accordance with a request or consent of the Required Banks (or to the extent specifically provided in Section 11.12, all the Banks), Requisite Lenders and such request and any action taken or failure to act pursuant thereto shall be binding upon all of the BanksLenders.

Reliance by the Agent. The Agent shall be entitled to rely, and shall be fully protected in relying, upon any note, writing, resolution, notice, consent, certificate, affidavit, letter, 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 Credit PartiesBorrowers), independent accountants and other experts selected by the Agent. The Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Credit Loan Document unless it shall first receive such advice or concurrence of the Required Banks Majority Lenders as it deems appropriate or and, if it so requests, it shall first be indemnified to its satisfaction by the Banks Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the or any other Credit Documents Loan Document in accordance with a request or consent of the Required Banks Majority Lenders (or to the extent specifically provided in Section 11.12, all the Banks), Lenders if so required by SECTION 11.1) and such request and any action taken or failure to act pursuant thereto shall be binding upon all of the BanksLenders.

Reliance by the Agent. (a) The Agent shall be entitled to rely, and shall be fully protected in relying, upon any note, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopyfacsimile, telex telex, or teletype telephone message, statement, order or other document or conversation believed by it to be genuine and correct and to have been signed, sent sent, or made by the proper Person or Persons Persons, and upon advice and statements of legal counsel (including, without limitation, counsel to the Credit PartiesBorrower), independent accountants and other experts selected by the Agent. The Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Credit Loan Document unless it shall first receive such advice or concurrence of the Required Banks Majority Lenders as it deems appropriate or and, if it so requests, it shall first be indemnified to its satisfaction by the Banks Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the or any other Credit Documents Loan Document in accordance with a request or consent of the Required Banks Majority Lenders (or to the extent specifically provided in Section 11.12, all the Banks), Lenders if so required by SECTION 13.2) and such request and any action taken or failure to act pursuant thereto shall be binding upon all of the BanksLenders.

Reliance by the Agent. The Agent shall be entitled to rely, and shall be fully protected in relying, upon any note, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order or other document or conversation believed by it to be genuine 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 Credit PartiesATel), independent accountants and other experts selected by the Agent. The Agent shall be fully justified in failing or refusing to take any action under this Credit Agreement or any other Credit Document unless it shall first receive such advice or concurrence of the Required Banks as it deems appropriate or it shall first be indemnified to its satisfaction by the Banks against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Credit Agreement and the other Credit Documents in accordance with a request of the Required Banks (or to the extent specifically provided in Section 11.1210.12, all the Banks), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Banks.

Reliance by the Agent. The Agent shall be entitled to rely, --------------------- and shall be fully protected in relying, upon any note, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order or other document or conversation believed by it to be genuine 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 Credit Parties), independent accountants and other experts selected by the Agent. The Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Credit Document unless it shall first receive such advice or concurrence of the Required Banks as it deems appropriate or it shall first be indemnified to its satisfaction by the Banks against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the other Credit Documents in accordance with a request of the Required Banks (or to the extent specifically provided in Section 11.12, all the Banks), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Banks.

Reliance by the Agent. The To the extent not inconsistent with Section 5.4, the Agent shall be entitled to rely, and shall be fully protected in relyingrelying upon, upon any noteLetter of Credit, draft, 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 Credit Parties)counsel, independent accountants and other experts selected by the Agent. The In connection with any such document, the Agent shall be fully justified in failing or refusing to take any action under this Credit Agreement or any other Credit Document unless it shall first receive have received such advice or concurrence of the Required Banks Lenders as it reasonably deems appropriate or it shall first be indemnified to its reasonable satisfaction by the Banks Domestic Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Credit Agreement and the other Credit Documents in accordance with a request of the Required Banks (or to the extent specifically provided in Section 11.12, all the Banks)Lenders, and such request and any action taken or failure to act pursuant thereto shall be binding upon the Domestic Lenders and all future holders of the BanksDomestic Revolving Credit Notes or of a Letter of Credit Participation.

Reliance by the Agent. (a) The Agent shall be entitled to rely, and shall be fully protected in relying, upon any note, writing, resolution, notice, consent, certificate, affidavit, letter, 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 Credit PartiesBorrowers), independent accountants and other experts selected by the Agent. The Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Credit Loan Document unless it shall first receive such advice or concurrence of the Required Banks Lenders as it deems appropriate or and, if it so requests, it shall first be indemnified to its satisfaction by the Banks Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the or any other Credit Documents Loan Document in accordance with a request or consent of the Required Banks (or to the extent specifically provided in Section 11.12, all the Banks), Lenders and such request and any action taken or failure to act pursuant thereto shall be binding upon all of the BanksLenders.

Reliance by the Agent. (a) The Agent shall be entitled to rely, and shall be fully protected in relying, upon (i) 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 (ii) any advice and or statements of legal counsel (including, without limitation, including counsel to the Credit PartiesSubsidiary Guarantors), independent accountants and other experts selected by the Agent. The Agent shall be fully justified in failing or refusing to take any action under this Guarantee Agreement or any other Credit Transaction Document unless it shall first receive such advice or concurrence of the Required Banks Requisite Counterparties as it deems appropriate or and, if it so requests, it shall first be indemnified to its satisfaction by the Banks Counterparties against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Guarantee Agreement and the or any other Credit Documents Transaction Document in accordance with a request or consent of the Required Banks (or to the extent specifically provided in Section 11.12, all the Banks), Requisite Counterparties and such request and any action taken or failure to act pursuant thereto shall be binding upon all of the BanksCounterparties.

Reliance by the Agent. The Agent shall be entitled to rely, and shall be fully protected in relying, upon any note, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order or other document or conversation believed by it to be genuine 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 Credit Parties), independent accountants and other experts selected by the Agent. The Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Credit Document unless it shall first receive such advice or concurrence of the Required Banks as it deems appropriate or it shall first be indemnified to its satisfaction by the Banks against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the other Credit Documents in accordance with a request of the Required Banks (or to the extent specifically provided in Section 11.12, all the -105- Banks), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Banks.

Reliance by the Agent. (a) The Agent shall be entitled to rely, and shall be fully protected in relying, upon any note, writing, communication, signature, resolution, representation, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex facsimile 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 Credit Partiesany Loan Party), independent accountants and other experts selected by the Agent. The Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Credit Loan Document unless it shall first receive such advice or concurrence of the Required Banks Lenders as it deems appropriate or and, if it so requests, it shall first be indemnified to its satisfaction by the Banks Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the or any other Credit Documents Loan Document in accordance with a request or consent of the Required Banks Lenders (or to the extent specifically provided such greater number of Lenders as may be expressly required hereby in Section 11.12, all the Banks), any instance) and such request and any action taken or failure to act pursuant thereto shall be binding upon all the BanksLenders.

Reliance by the Agent. The Agent shall be entitled to rely, and shall be fully protected in relying, upon any note, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopyfacsimile, telex or teletype telephone message, statement, order statement or other document or conversation believed by it to be genuine and correct and to have been signed, sent sent, or made by the proper 62 69 Person or Persons Persons, and upon advice and statements of legal counsel (including, without limitation, including counsel to the any Credit PartiesParty or counsel to any Lender), independent accountants and other experts selected by the Agent. The Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Credit Loan Document unless it the Agent shall first receive such advice or concurrence of the Required Banks Lenders as it deems appropriate and until such instructions are received, the Agent shall act, or refrain from acting, as it deems advisable. If the Agent so requests, it shall first be indemnified to its reasonable satisfaction by the Banks Lenders against any and all liability liabilities and expense which expenses that may be incurred by it by reason of taking or continuing to take any such action. The Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the or any other Credit Documents Loan Document in accordance with a request or consent of the Required Banks (or to the extent specifically provided in Section 11.12, all the Banks), Lenders and such request and any action taken or failure to act pursuant thereto shall be binding upon all of the BanksLenders.

Reliance by the Agent. The Agent shall be entitled to rely, and shall be fully protected in relying, upon any note, writing, resolution, notice, consent, certificate, affidavit, letter, 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 Credit PartiesSellers), independent accountants and other experts selected by the Agent. The Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Credit Program Document unless it shall first receive such advice or concurrence of the Required Banks Buyer, as it deems appropriate appropriate, or it shall first be indemnified to its satisfaction by the Banks Buyer against any and all liability and expense (except to the extent incurred as a result of the Agent's gross negligence or willful misconduct) which may be incurred by it by reason of taking or continuing to take any such action. The Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the other Credit Program Documents in accordance with a request of the Required Banks (or to the extent specifically provided in Section 11.12, all the Banks)Buyer, and such request and any action taken or failure to act pursuant thereto shall be binding upon all the BanksBuyer and any successor(s) thereto.

Reliance by the Agent. The Agent shall be entitled to rely, and shall be fully protected in relying, upon any note, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order or other document or conversation believed by it to be genuine 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 Credit Parties), 105 independent accountants and other experts selected by the Agent. The Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Credit Document unless it shall first receive such advice or concurrence of the Required Banks as it deems appropriate or it shall first be indemnified to its satisfaction by the Banks against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the other Credit Documents in accordance with a request of the Required Banks (or to the extent specifically provided in Section 11.12, all the Banks), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Banks.

Reliance by the Agent. The (a) Agent shall be entitled to rely, and shall be fully protected in relying, upon any note, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopyfacsimile, telex telex, or teletype telephone message, statement, order or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by or on behalf of the proper Person or Persons Persons, and upon advice and statements of legal counsel (including, without limitation, counsel to the Credit PartiesBorrower and its Subsidiaries), independent accountants accountants, and other experts selected by the Agent. The Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Credit Loan Document unless it shall first receive such advice or concurrence of the Required Banks Lenders as it deems appropriate or and, if the Agent so requests, it shall first be indemnified to its satisfaction by the Banks Lenders against any and all liability and expense which may be incurred by it the Agent by reason of taking or continuing to take any such action. The Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the or any other Credit Documents Loan Document in accordance with a request or consent of the Required Banks (or to the extent specifically provided in Section 11.12, all the Banks), Lenders and such request and any action taken or failure to act pursuant thereto shall be binding upon all of the BanksLenders.

Reliance by the Agent. (a) The Agent shall be entitled to rely, and shall be fully protected in relying, upon (i) 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 (ii) any advice and or statements of legal counsel (including, without limitation, including counsel to the Credit PartiesBorrower or the Guarantor), independent accountants and other experts selected by the Agent. The Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Credit Transaction Document unless it shall first receive such advice or concurrence of the Required Banks Requisite Lenders as it deems appropriate or and, if it so requests, it shall first be indemnified to its satisfaction by the Banks Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the or any other Credit Documents Transaction Document in accordance with a request or consent of the Required Banks (or to the extent specifically provided in Section 11.12, all the Banks), Requisite Lenders and such request and any action taken or failure to act pursuant thereto shall be binding upon all of the BanksLenders.

Reliance by the Agent. The 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 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 Credit Parties), independent accountants and other experts selected by the Administrative Agent. The Each Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Credit Document unless it shall first receive such advice or concurrence of the Required Banks as it deems appropriate or it shall first be indemnified to its satisfaction by the Banks against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Each Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the other Credit Documents in accordance with a request of the Required Banks (or to the extent specifically provided in Section 11.1212.11, all the Banks), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Banks.