Common use of Administration by the Agents Clause in Contracts

Administration by the Agents. (a) Each of the Agents may rely upon any notice or other communication of any nature (written or oral, including but not limited to telephone conversations, whether or not such notice or other communication is made in a manner permitted or required by this Agreement or any Transaction Document) purportedly made by or on behalf of the proper party or parties, and such Agent shall not have any duty to verify the identity or authority of any Person giving such notice or other communication. (b) Each of the Agents may consult with legal counsel (including, without limitation, in-house counsel for such Agent or in-house or other counsel for any Credit Party), independent public accountants and any other experts selected by it from time to time, and such Agent shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts. (c) Each of the Agents may conclusively rely upon the truth of the statements and the correctness of the opinions expressed in any certificates or opinions furnished to such Agent in accordance with the requirements of this Agreement or any other Transaction Document. Whenever such Agent shall deem it necessary or desirable that a matter be proved or established with respect to any Credit Party or Bank, such matter may be established by a certificate of such Credit Party or Bank, as the case may be, and such Agent may conclusively rely upon such certificate (unless other evidence with respect to such matter is specifically prescribed in this Agreement or another Transaction Document). (d) Each of the Agents may fail or refuse to take any action unless it shall be indemnified to its satisfaction from time to time against any and all amounts, liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature which may be imposed on, incurred by or asserted against such Agent by reason of taking or continuing to take any such action. (e) Each of the Agents may perform any of its duties under this Agreement or any other Transaction Document by or through agents or attorneys-in-fact. No Agent shall be responsible for the negligence or misconduct of any agents or attorneys-in fact selected by it with reasonable care. (f) No Agent shall be deemed to have any knowledge or notice of the occurrence of any Event of Default or Potential Default unless such Agent has received notice from a Bank or any Credit Party referring to this Agreement, describing such Event of Default or Potential Default, and stating that such notice is a "notice of default". If any Agent receives such a notice, such Agent shall give prompt notice thereof to each Bank.

Administration by the Agents. (a) Each of the Agents Either Agent may rely in good faith upon any notice or other communication of any nature (written or oral, including but not limited to telephone conversations, whether or not such notice or other communication is made in a manner permitted or required by this Agreement or any Transaction Loan Document) purportedly made by or on behalf of the proper party or parties, and such neither Agent shall not have any duty to verify the identity or authority of any Person giving such notice or other communication. (b) Each of the Agents Either Agent may consult with legal counsel (including, without limitation, in-house counsel for such Agent or in-house or other counsel for any Credit Partythe Borrower), independent public accountants and any other experts selected by it from time to time, and such Agent shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts. (c) Each of the Agents Either Agent may conclusively rely upon the truth of the statements and the correctness of the opinions expressed in any certificates or opinions furnished to such Agent in accordance with the requirements of this Agreement or any other Transaction Loan Document. Whenever such either Agent shall deem it necessary or desirable that a matter be proved or established with respect to the Borrower or any Credit Party or BankLender, such matter may be established by a certificate of such Credit Party the Borrower or BankLender, as the case may be, and such Agent may conclusively rely upon such certificate (unless other evidence with respect to such matter is specifically prescribed in this Agreement or another Transaction Loan Document). (d) Each of the Agents Either Agent may fail or refuse to take any action unless it shall be indemnified to its reasonable satisfaction from time to time against any and all amounts, liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature which may be imposed on, incurred by or asserted against such Agent by reason of taking or continuing to take any such action. (e) Each of the Agents Either Agent may perform any of its duties under this Agreement or any other Transaction Loan Document by or through agents or attorneys-in-fact. No Neither Agent shall be responsible for the negligence or misconduct of any agents or attorneys-in fact selected by it with reasonable care. (f) No Neither Agent shall be deemed to have any knowledge or notice of the occurrence of any Event of Default or Potential Default unless such Agent has actual knowledge or has received notice from a Bank Lender or any Credit Party the Borrower referring to this Agreement, describing such Event of Default or Potential Default, and stating that such notice is a "notice of default". ." If any either Agent receives such a notice, such Agent shall give prompt notice thereof to the other Agent and each BankLender.

Administration by the Agents. (a) Each of the Agents Any Agent may rely in good faith upon any notice or other communication of any nature (written or oral, including but not limited to telephone conversations, whether or not such notice or other communication is made in a manner permitted or required by this Agreement or any Transaction Loan Document) purportedly made by or on behalf of the proper party or parties, and such no Agent shall not have any duty to verify the identity or authority of any Person giving such notice or other communication. (b) Each of the Agents Agent may consult with legal counsel (including, without limitation, in-house counsel for such Agent or in-house or other counsel for any Credit Partythe Borrower), independent public accountants and any other experts selected by it from time to time, and such Agent shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts. (c) Each of the Agents Agent may conclusively rely upon the truth of the statements and the correctness of the opinions expressed in any certificates or opinions furnished to such Agent in accordance with the requirements of this Agreement or any other Transaction Loan Document. Whenever such any Agent shall deem it necessary or desirable that a matter be proved or established with respect to the Borrower or any Credit Party or BankLender, such matter may be established by a certificate of such Credit Party the Borrower or BankLender, as the case may be, and such Agent may conclusively rely upon such certificate (unless other evidence with respect to such matter is specifically prescribed in this Agreement or another Transaction Loan Document). (d) Each of the Agents Any Agent may fail or refuse to take any action unless it shall be indemnified to its reasonable satisfaction from time to time against any and all amounts, liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature which may be imposed on, incurred by or asserted against such Agent by reason of taking or continuing to take any such action. (e) Each of the Agents Any Agent may perform any of its duties under this Agreement or any other Transaction Loan Document by or through agents or attorneys-in-fact. No Agent shall be responsible for the negligence or misconduct of any agents or attorneys-in fact selected by it with reasonable care. (f) No Agent shall be deemed to have any knowledge or notice of the occurrence of any Event of Default or Potential Default unless such Agent has actual knowledge or has received notice from a Bank Lender or any Credit Party the Borrower referring to this Agreement, describing such Event of Default or Potential Default, and stating that such notice is a "notice of default". ." If any Agent receives such a notice, such Agent shall give prompt notice thereof to the other Agent and each BankLender.

Administration by the Agents. (a) Each of the Agents Agent may rely upon any notice or other communication of any nature (written or oral, including but not limited to telephone conversations, whether or not such notice or other communication is made in a manner permitted or required by this Agreement or any Transaction Loan Document) purportedly made by or on behalf of the proper party or parties, and such neither Agent shall not have any duty to verify the identity or authority of any Person giving such notice or other communication. (b) Each of the Agents Agent may consult with legal counsel (including, without limitation, in-house counsel for such Agent or in-house or other counsel for any Credit PartyBorrower), independent public accountants and any other experts selected by it from time to time, and such neither Agent shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts. (c) Each of the Agents Agent may conclusively rely upon the truth of the statements and the correctness of the opinions expressed in any certificates or opinions furnished to such either Agent in accordance with the requirements of this Agreement or any other Transaction Loan Document. Whenever such either Agent shall deem it necessary or desirable that a matter be proved or established with respect to any Credit Party Borrower or Bank, such matter may be established by a certificate of such Credit Party Borrower or Bank, as the case may be, and such each Agent may conclusively rely upon such certificate (unless other evidence with respect to such matter is specifically prescribed in this Agreement or another Transaction Loan Document). (d) Each of the Agents Agent may fail or refuse to take any action unless it shall be indemnified to its satisfaction from time to time against any and all amounts, liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature which may be imposed on, incurred by or asserted against such Agent by reason of taking or continuing to take any such action. (e) Each of the Agents Agent may perform any of its duties under this Agreement or any other Transaction Loan Document by or through agents or attorneys-in-fact. No Neither Agent shall be responsible for the negligence or misconduct of any agents or attorneys-in fact selected by it with reasonable care. (f) No Neither Agent shall be deemed to have any knowledge or notice of the occurrence of any Event of Default or Potential Default unless such Agent has received notice from a Bank or any Credit Party Borrower referring to this Agreement, describing such Event of Default or Potential Default, and stating that such notice is a "notice of default". If any an Agent receives such a notice, such Agent shall give prompt notice thereof to the other Agent and each Bank.

Administration by the Agents. (a) Each of the Agents may rely upon any notice or other communication of any nature (written or oral, including but not limited to telephone conversations, whether or not such notice or other communication is made in a manner permitted or required by this Agreement or any Transaction Document) purportedly made by or on behalf of the proper party or parties, and such Agent shall not have any duty to verify the identity or authority of any Person giving such notice or other communication. (b) Each of the Agents may consult with legal counsel (including, without limitation, in-house counsel for such Agent or in-house or other counsel for any Credit Party), independent public accountants and any other experts selected by it from time to time, and such Agent shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts. (c) Each of the Agents may conclusively rely upon the truth of the statements and the correctness of the opinions expressed in any certificates or opinions furnished to such Agent in accordance with the requirements of this Agreement or any other Transaction Document. Whenever such Agent shall deem it necessary or desirable that a matter be proved or established with respect to any Credit Party or Bank, such matter may be established by a certificate of such Credit Party or Bank, as the case may be, and such Agent may conclusively rely upon such certificate (unless other evidence with respect to such matter is specifically prescribed in this Agreement or another Transaction Document). (d) Each of the Agents may fail or refuse to take any action unless it shall be indemnified to its satisfaction from time to time against any and all amounts, liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature which may be imposed on, incurred by or asserted against such Agent by reason of taking or continuing to take any such action. (e) Each of the Agents may perform any of its duties under this Agreement or any other Transaction Document by or through agents or attorneys-in-fact. No Agent shall be responsible for the negligence or misconduct of any agents or attorneys-in fact selected by it with reasonable care. (f) No Agent shall be deemed to have any knowledge or notice of the occurrence of any Event of Default or Potential Default unless such Agent has received notice from a Bank Bank, Alleghany or any Credit Party referring to this Agreement, describing such Event of Default or Potential Default, and stating that such notice is a "notice of default". If any Agent receives such a notice, such Agent shall give prompt notice thereof to each Bank.

Administration by the Agents. (a) Each of the Agents Any Agent may rely in good faith upon any notice or other communication of any nature (written or oral, including but not limited to telephone conversations, whether or not such notice or other communication is made in a manner permitted or required by this Agreement or any Transaction Loan Document) purportedly made by or on behalf of the proper party or parties, and such no Agent shall not have any duty to verify the identity or authority of any Person giving such notice or other communication. (b) Each of the Agents Agent may consult with legal counsel (including, without limitation, in-house counsel for such Agent or in-house or other counsel for any Credit PartyBorrower), independent public accountants and any other experts selected by it from time to time, and such Agent shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts. (c) Each of the Agents Agent may conclusively rely upon the truth of the statements and the correctness of the opinions expressed in any certificates or opinions furnished to such Agent in accordance with the requirements of this Agreement or any other Transaction Loan Document. Whenever such any Agent shall deem it necessary or desirable that a matter be proved or established with respect to any Credit Party Borrower or Bankany Lender, such matter may be established by a certificate of such Credit Party Borrower or BankLender, as the case may be, and such Agent may conclusively rely upon such certificate (unless other evidence with respect to such matter is specifically prescribed in this Agreement or another Transaction Loan Document). (d) Each of the Agents Any Agent may fail or refuse to take any action unless it shall be indemnified to its reasonable satisfaction from time to time against any and all amounts, liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature which may be imposed on, incurred by or asserted against such Agent by reason of taking or continuing to take any such action. (e) Each of the Agents Any Agent may perform any of its duties under this Agreement or any other Transaction Loan Document by or through agents or attorneys-in-fact. No Agent shall be responsible for the negligence or misconduct of any agents or attorneys-in fact selected by it with reasonable care. (f) No Agent shall be deemed to have any knowledge or notice of the occurrence of any Event of Default or Potential Default unless such Agent has actual knowledge or has received notice from a Bank Lender or any Credit Party the Company referring to this Agreement, describing such Event of Default or Potential Default, and stating that such notice is a "notice of default". ." If any Agent receives such a notice, such Agent shall give prompt notice thereof to the other Agent and each BankLender.

Administration by the Agents. (a) Each of the Agents Any Agent may rely in good faith upon any notice or other communication of any nature (written or oral, including but not limited to telephone conversations, whether or not such notice or other communication is made in a manner permitted or required by this Agreement or any Transaction Loan Document) purportedly made by or on behalf of the proper party or parties, and such no Agent shall not have any duty to verify the identity or authority of any Person giving such notice or other communication. (b) Each of the Agents Agent may consult with legal counsel (including, without limitation, in-house counsel for such Agent or in-house or other counsel for any Credit Partythe Borrower), independent public accountants and any other experts selected by it from time to time, and such Agent shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts. (c) Each of the Agents Agent may conclusively rely upon the truth of the statements and the correctness of the opinions expressed in any certificates or opinions furnished to such Agent in accordance with the requirements of this Agreement or any other Transaction Loan Document. Whenever such any Agent shall deem it necessary or desirable that a matter be proved or established with respect to the Borrower or any Credit Party or BankLender, such matter may be established by a certificate of such Credit Party the Borrower or BankLender, as the case may be, and such Agent may conclusively rely upon such certificate (unless other evidence with respect to such matter is specifically prescribed in this Agreement or another Transaction Loan Document). (d) Each of the Agents Any Agent may fail or refuse to take any action unless it shall be indemnified to its reasonable satisfaction from time to time against any and all amounts, liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature which may be imposed on, incurred by or asserted against such Agent by reason of taking or continuing to take any such action.. 62 71 (e) Each of the Agents Any Agent may perform any of its duties under this Agreement or any other Transaction Loan Document by or through agents or attorneys-in-fact. No Agent shall be responsible for the negligence or misconduct of any agents or attorneys-in in-fact selected by it with reasonable care. (f) No Agent shall be deemed to have any knowledge or notice of the occurrence of any Event of Default or Potential Default unless such Agent has actual knowledge or has received notice from a Bank Lender or any Credit Party the Borrower referring to this Agreement, describing such Event of Default or Potential Default, and stating that such notice is a "notice of default". ." If any Agent receives such a notice, such Agent shall give prompt notice thereof to the other Agent and each BankLender.

Administration by the Agents. (ai) Each of the Agents may rely upon any notice or other communication of any nature (written or oral, including but not limited to telephone conversations, whether or not such notice or other communication is made in a manner permitted or required by this Loan Agreement or any Transaction Loan Document) purportedly made by or on behalf of the proper party or parties, and such no Agent shall not have any duty to verify the identity or authority of any Person giving such notice or other communication. (bii) Each of the Agents Agent may consult with legal counsel (including, without limitation, in-house counsel for such Agent or in-house or other counsel for any Credit PartyLender), independent certified public accountants and any other experts selected by it from time to time, and such no Agent shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts. (ciii) Each of the Agents Agent may conclusively rely upon the truth of the statements and the correctness of the opinions expressed in any certificates or opinions furnished to the such Agent in accordance with the requirements of this Loan Agreement or any other Transaction Loan Document. Whenever such any Agent shall deem it necessary or desirable that a matter be proved or established with respect to the Borrowers, the Corporate Guarantor or any Credit Party or BankLender, such matter may be established by a certificate of the Borrowers, such Credit Party Corporate Guarantor or Bankany Lender, as the case may be, and such each Agent may conclusively rely upon such certificate (unless other evidence with respect to such matter is specifically prescribed in this Loan Agreement or another Transaction Loan Document). (div) Each of the Agents Agent may fail or refuse to take any action unless it shall be indemnified to its satisfaction from time to time against any and all amounts, liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature which may be imposed on, incurred by or asserted against such Agent by reason of taking or continuing to take any such action. (ev) Each of the Agents Agent may perform any of its respective duties under this Loan Agreement or any other Transaction Loan Document by or through agents or attorneys-in-fact. No Agent shall be responsible for the negligence or misconduct of any agents or attorneys-in in-fact selected by it with reasonable care. (fvi) No Agent shall be deemed to have any knowledge or notice of the occurrence of any Event of Default or Potential Event of Default unless such Agent has received notice from a Bank Lender or any Credit Party the Borrowers referring to this Loan Agreement, describing such Event of Default or Potential Event of Default, and stating that such notice is a "notice of default". If any Agent receives such a notice, such Agent shall give prompt notice thereof to each BankLender and to each other Agent.