Common use of Reliance by the Agents Clause in Contracts

Reliance by the Agents. 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 to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. Each Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to any Borrowing or any draft under any Letter of Credit that by its terms shall be fulfilled to the satisfaction of a Lender or an Issuing Lender, the Administrative Agent may presume that such condition is satisfactory to such Lender or such Issuing Lender unless the Administrative Agent shall have received notice to the contrary from such Lender or such Issuing Lender prior to any such Borrowing or Letter of Credit draft. The Administrative 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 Agents. 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 to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. Each Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to any Borrowing or any draft under any the making of a Loan, the issuance of a Letter of Credit or the making of any other extension of credit hereunder, that by its terms shall must be fulfilled to the satisfaction of a Lender or an Issuing Lender, the Administrative applicable Agent may presume that such condition is satisfactory to such Lender or unless such Issuing Lender unless the Administrative Agent shall have received notice to the contrary from such Lender or such Issuing Lender prior to any the making of such Borrowing or Loan, the issuance of such Letter of Credit draftor the making of such other extension of credit. The Administrative Each Agent may consult with legal counsel (who may be counsel for the BorrowerCredit Parties), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.

Reliance by the Agents. Each Agent 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, E-System, Internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. Each Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to any Borrowing or any draft under any Letter of Credit that by its terms shall be fulfilled to the satisfaction of a Lender or an Issuing Lender, the Administrative Agent may presume that such condition is satisfactory to such Lender or such Issuing Lender unless the Administrative Agent shall have received notice to the contrary from such Lender or such Issuing Lender prior to any such Borrowing or Letter of Credit draft. The Administrative 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 Agents. Each Agent 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 them to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. Each 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 any Borrowing the making of a Loan, or any draft under any the issuance of a Letter of Credit Credit, that by its terms shall must be fulfilled to the satisfaction of a Lender or an Issuing LenderL/C Issuer, the Administrative Agent may presume that such condition is satisfactory to such Lender or such Issuing Lender L/C Issuer unless the Administrative Agent shall have received notice to the contrary from such Lender or such Issuing Lender L/C Issuer prior to any the making of such Borrowing Loan or the issuance of such Letter of Credit draftCredit. The Administrative Agent Agents may consult with legal counsel (who may be counsel for the Borrower), independent accountants and other experts selected by itthem, and shall not be liable for any action taken or not taken by it them in accordance with the advice of any such counsel, accountants or experts.

Reliance by the Agents. 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 to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. Each Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to any Borrowing the making of a Loan, or any draft under any the issuance of a Letter of Credit Credit, that by its terms shall must be fulfilled to the satisfaction of a Lender or an Issuing LenderL/C Issuer, the Administrative Agent may presume that such condition is satisfactory to such Lender or such Issuing Lender L/C Issuer unless the Administrative Agent shall have received notice to the contrary from such Lender or such Issuing Lender L/C Issuer prior to any the making of such Borrowing Loan or the issuance of such Letter of Credit draftCredit. The Administrative 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 Agents. 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 to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. Each Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to any Borrowing the making of a Revolving Loan, or any draft under any the issuance of a Letter of Credit Credit, that by its terms shall must be fulfilled to the satisfaction of a Lender or an Issuing Lendera Letter of Credit Issuer, the Administrative any Agent may presume that such condition is satisfactory to such Lender or such Issuing Lender Letter of Credit Issuer unless the Administrative such Agent shall have received notice to the contrary from such Lender or such Issuing Lender prior to any such Borrowing or the Letter of Credit draftIssuer prior to the making of such Revolving Loan or the issuance of such Letter of Credit. The Administrative Each Agent may consult with legal counsel (who may be counsel for the BorrowerLoan Parties), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.

Reliance by the Agents. Each Agent The Agents shall be entitled to 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. Each Agent The Agents also may rely upon any statement made to it orally or by telephone and believed by it in good faith 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 any Borrowing Loan or any draft under issuance of any Letter of Credit that by its terms shall must be fulfilled to the satisfaction of a Lender or an Issuing LenderBank, the Administrative Agent Agents may presume that such condition is satisfactory to such Lender or such Issuing Lender unless the Administrative Agent Agents shall have received notice to the contrary from such Lender or such Issuing Lender Bank prior to any the making of such Borrowing Loan or issuance of such Letter of Credit draftCredit. The Administrative Agent Agents may consult with legal counsel (who may be counsel for the BorrowerHoldings, any Borrower or their respective Affiliates), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.

Reliance by the Agents. Each Agent 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 to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. Each Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to any Borrowing the making of a Loan, or any draft under any the issuance, extension, renewal or increase of a Letter of Credit Credit, that by its terms shall must be fulfilled to the satisfaction of a Lender or an Issuing Lender, the Administrative each Agent may presume that such condition is satisfactory to such Lender or such Issuing Lender unless the Administrative such Agent shall have received notice to the contrary from such Lender or such Issuing Lender prior to any the making of such Borrowing Loan or the issuance of such Letter of Credit draftCredit. The Administrative Each Agent may consult with legal counsel (who may be counsel for the Parent 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 Agents. 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. Each Agent also may rely upon any statement made to it orally or by telephone and believed by it in good faith 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 any Borrowing Loan or any draft under issuance of any Letter of Credit that by its terms shall must be fulfilled to the satisfaction of a Lender or an Issuing LenderBank, the Administrative Agent Agents may presume that such condition is satisfactory to such Lender or such Issuing Lender unless the Administrative Agent Agents shall have received notice to the contrary from such Lender or such Issuing Lender Bank prior to any the making of such Borrowing Loan or issuance of such Letter of Credit draftCredit. The Administrative Agent Agents may consult with legal counsel (who may be counsel for Holdings, the BorrowerBorrower or their respective Affiliates), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it them in accordance with the advice of any such counsel, accountants or experts.

Reliance by the Agents. 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 to be genuine and to have been signed, signed or sent or otherwise authenticated by the proper Person. Each Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been be made by the proper Person, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to any Borrowing the making of a Loan, or any draft under any the issuance, extension, renewal or increase of a Letter of Credit Credit, that by its terms shall must be fulfilled to the satisfaction of a Lender or an Issuing LenderBank, the Administrative Agent may presume that such condition is satisfactory to such Lender or such Issuing Lender Bank unless the Administrative Agent shall have received notice to the contrary from such Lender or such Issuing Lender Bank prior to any the making of such Borrowing Loan or the “issuance” (as such term is defined in Section 4.02) of such Letter of Credit draftCredit. The Administrative Any 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.. 171

Reliance by the Agents. Each (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 155 proper Person. Each 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 any Borrowing the making of a Loan, or any draft under any the issuance, amendment, renewal or extension of a Letter of Credit Credit, that by its terms shall must be fulfilled to the satisfaction of a Lender or an any Issuing Lender, the Administrative Agent may presume that such condition is satisfactory to such Lender or such any Issuing Lender unless the Administrative Agent shall have received notice to the contrary from such Lender or such Issuing Lender prior to any the making of such Borrowing Loan or the issuance of such Letter of Credit draftCredit. The Administrative Agent may consult with legal counsel (who may be counsel for the BorrowerLoan 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. 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 to be genuine and to have been signed, signed or sent or otherwise authenticated by the proper Person. Each Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been be made by the proper Person, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to any Borrowing the making of a Loan, or any draft under any the issuance, extension, renewal or increase of a Letter of Credit Credit, that by its terms shall must be fulfilled to the satisfaction of a Lender or an Issuing LenderBank, the Administrative Agent may presume that such condition is satisfactory to such Lender or such Issuing Lender Bank unless the Administrative Agent shall have received notice to the contrary from such Lender or such Issuing Lender Bank prior to any the making of such Borrowing Loan or the “issuance” (as such term is defined in Section 4.02) of such Letter of Credit draftCredit. The Administrative Any 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.