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 writing, resolution, notice, consent, certificate, affidavit, letter, Electronic Transmission, telegram, facsimile, telex, or telephone message, statement, or other document or conversation believed by it to be genuine and correct and to have been signed, sent, or made by the proper Person or Persons, and upon advice and statements of legal counsel (including, without limitation, counsel to any Borrower), independent accountants and other experts selected by such 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 Required Lenders as it deems appropriate 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. Each Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Loan Document in accordance with a request or consent of the Required Lenders (or all Lenders if so required by Section 9.03) and such request and any action taken or failure to act pursuant thereto shall be binding upon all of the Lenders.

Reliance by the Agents. Each Agent (a) The Agents shall be entitled to rely, and shall be fully protected in relying, upon any writing, communication, signature, resolution, representation, notice, consent, certificate, affidavit, letter, Electronic Transmission, telegram, facsimile, telex, telex or telephone message, statementelectronic mail message, statement or other document or conversation believed by it to be genuine and correct and to have been signed, sent, sent or made by the proper Person or Persons, and upon advice and statements of legal counsel (including, without limitation, including counsel to any BorrowerCredit Party), independent accountants and other experts selected by such the Administrative Agent. Each Agent The Agents 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 Required Lenders Majority Banks as it deems appropriate and, if it so requests, it shall first be indemnified to its satisfaction by the Lenders Banks against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. Each Agent The Agents shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Loan Document in accordance with a request or consent of the Required Lenders Majority Banks (or all Lenders if so such greater number of Banks as may be expressly required by Section 9.03hereby in any instance) and such request and any action taken or failure to act pursuant thereto shall be binding upon all of the LendersBanks.

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, Electronic Transmissioncablegram, telegram, facsimiletelecopy, telex, telex or telephone teletype 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 any Borrowerthe Credit Parties), independent accountants and other experts selected by such Agent. Each Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Credit Document unless it shall first receive such advice or concurrence of the Required Lenders Banks as it deems appropriate and, if it so requests, or it shall first be indemnified to its satisfaction by the Lenders Banks against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. Each Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any and the other Loan Document Credit Documents in accordance with a request or consent of the Required Lenders Banks (or to the extent specifically provided in Section 11.12, all Lenders if so required by Section 9.03) the Banks), and such request and any action taken or failure to act pursuant thereto shall be binding upon all of the LendersBanks.

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, Electronic Transmissioncablegram, telegram, facsimiletelecopy, telex, telex or telephone 124 -118- teletype 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 any Borrowerthe Credit Parties), independent accountants and other experts selected by such Agent. Each Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Credit Document unless it shall first receive such advice or concurrence of the Required Lenders Banks as it deems appropriate and, if it so requests, or it shall first be indemnified to its satisfaction by the Lenders Banks against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. Each Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any and the other Loan Document Credit Documents in accordance with a request or consent of the Required Lenders Banks (or to the extent specifically provided in Section 11.12, all Lenders if so required by Section 9.03) the Banks), and such request and any action taken or failure to act pursuant thereto shall be binding upon all of the LendersBanks.

Reliance by the Agents. Each Agent The Agents shall be entitled to rely, and shall be fully protected in relying, upon any writing, communication, signature, resolution, representation, notice, consent, certificate, affidavit, letter, Electronic Transmission, telegram, facsimile, telex, facsimile or telephone message, statementelectronic mail message, statement or other document or conversation believed by it to be genuine and correct and to have been signed, sent, sent or made by the proper Person person or Personspersons, and upon advice and statements of legal counsel (including, without limitation, including counsel to any Borrowerthe Company), independent accountants and other experts selected by such Agentthe Agents. Each Agent The Agents shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Note Document unless it shall first receive such advice or concurrence of the Required Lenders Holders as it deems appropriate and, if it so requests, it shall first be indemnified to its satisfaction by the Lenders Holders against any and all loss, liability and expense which may be incurred by it by reason of taking or continuing to take any such action. Each Agent The Agents shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Loan Note Document in accordance with a request or consent of the Required Lenders Holders (or all Lenders if so such greater number of Holders as may be expressly required by Section 9.03) hereby in any instance), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the of the Lenderssame; provided that the Agents shall not be required to take any action that, in its opinion or in the opinion of its counsel, may expose the Agents to liability or that is contrary to any Note 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 writing, resolution, notice, consent, certificate, affidavit, letter, Electronic Transmission, telegram, facsimile, telex, or telephone message, statement, or other document or conversation believed by it to be genuine and correct and to have been signed, sent, or made by the proper Person or Persons, and upon advice and statements of legal counsel (including, without limitation, counsel to Holdings and any Borrower), independent accountants and other experts selected by such 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 Required Majority Lenders as it deems appropriate 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. Each Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Loan Document in accordance with a request or consent of the Required Majority Lenders (or all Lenders if so required by Section 9.0313.2) and such request and any action taken or failure to act pursuant thereto shall be binding upon all of the Lenders.

Reliance by the Agents. (a) Each Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, resolution, notice, consent, certificate, affidavit, letter, Electronic Transmission, telegram, facsimile, telex, or telephone message, statement, or other document or conversation believed by it to be genuine and correct and to have been signed, sent, or made by the proper Person or Persons, and upon advice and statements of legal counsel (including, without limitation, counsel to any BorrowerLoan Party), independent accountants and other experts selected by such 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 Required Lenders as it deems appropriate 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. Each Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Loan Document in accordance with a request or consent of the Required Lenders (or all Lenders if so required by Section 9.0314.2) and such request and any action taken or failure to act pursuant thereto shall be binding upon all of the Lenders.

Reliance by the Agents. Each Agent The Agents shall be entitled to rely, and shall be fully protected in relying, upon any writing, communication, signature, resolution, representation, notice, consent, certificate, affidavit, letter, Electronic Transmission, telegram, facsimile, telex, facsimile or telephone message, statementelectronic mail message, statement or other document or conversation believed by it to be genuine and correct and to have been signed, sent, sent or made by the proper Person person or Personspersons, and upon advice and statements of legal counsel (including, without limitation, including counsel to any Borrowerthe Company), independent accountants and other experts selected by such Agentthe Agents. Each Agent The Agents shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Note Document unless it shall first receive such advice or concurrence of the Required Lenders Holders as it deems appropriate and, if it so requests, it shall first be indemnified to its satisfaction by the Lenders Holders against any and all loss, liability and expense which may be incurred by it by reason of taking or continuing to take any such action. Each Agent The Agents shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Loan Note Document in accordance with a request or consent of the Required Lenders Holders (or all Lenders if so such greater number of Holders as may be expressly required by Section 9.03hereby in any instance) and such request and any action taken or failure to act pursuant thereto shall be binding upon all the of the Lenderssame; provided that the Agents shall not be required to take any action that, in its opinion or in the opinion of its counsel, may expose the Agents to liability or that is contrary to any Note 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 writing, resolution, notice, consent, certificate, affidavit, letter, Electronic Transmissioninstrument, telegram, facsimile, telex, telecopier or telephone message, statement, statement or other document or writing 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, and upon advice and statements of legal counsel (including, without limitation, including counsel to any the Borrower), independent accountants and other experts selected by such Agentthe Agents. 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 Required Lenders as it deems appropriate and, if it so requests, it shall first be indemnified to its satisfaction by the Lenders Lender Parties against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. Each Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Loan Document in accordance with a request or consent of the Required Lenders (or all Lenders if so required by Section 9.03) and such request and any action taken or failure to act pursuant thereto shall be binding upon all of the LendersLender Parties.

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, Electronic Transmissiontelecopy or other electronic facsimile transmission, telex, telegram, facsimilecable, telexteletype, electronic transmission by modem, computer disk or telephone any other message, statement, order or other document writing 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 any Borrowerthe Borrowers), independent accountants and other experts selected by such 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 such of the Required Lenders Banks as it deems appropriate and, if it so requests, or it shall first be indemnified to its satisfaction by the Lenders Banks against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. Each Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any and the other Loan Document Documents in accordance with a request or consent of the Required Lenders (or all Lenders if so required by Section 9.03) Banks, and such request and any action taken or failure to act pursuant thereto shall be binding upon all of the LendersBanks.