Common use of Delegation of Duties; Reliance; Consultation Clause in Contracts

Delegation of Duties; Reliance; Consultation. The Lenders may perform any of their duties or exercise any of their Rights under the Loan Documents by or through Administrative Agent, and the Lenders and Administrative Agent, may perform any of their duties or exercise any of their Rights under the Loan Documents by or through their respective officers, directors, employees, attorneys, agents, or other representatives (collectively, “Representatives”). Administrative Agent, the Lenders, and their respective Representatives shall (a) be entitled to rely upon (and shall be protected in relying upon) any writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, e-mails, telecopy, telegram, telex or teletype message, statement, order or other documents or conversation believed by any of them to be genuine and correct and to have been signed or made by the proper Person and, with respect to legal matters, upon opinion of counsel selected by Administrative Agent, or such Lender, (b) be entitled to deem and treat each Lender as the owner and holder of its Commitment for all purposes until, subject to Section 11.10, written notice of the assignment or transfer thereof shall have been given to and received by Administrative Agent (and, any request, authorization, consent or approval of any Lender shall be conclusive and binding on each subsequent holder, assignee, or transferee of such Lender’s Commitment (or any part thereof) or Participant therein until such notice is given and received), and (c) other than in connection with Borrower’s failure to pay required principal or interest under the Obligations, not be deemed to have notice of the occurrence of a Default or an Event of Default unless notified thereof by another Lender or Borrower. Administrative Agent may consult with legal counsel, independent public accountants, consultants, appraisers and other experts selected by Administrative Agent, and shall not be liable for any action taken or omitted to be taken by Administrative Agent in good faith in accordance with the advice of such counsel, accountants or experts. Any such counsel, accountants or other experts shall be engaged to represent and render services to all the Lenders as a group, unless otherwise specified by Administrative Agent.

Delegation of Duties; Reliance; Consultation. The Lenders may perform any of their duties or exercise any of their Rights under the Loan Documents by or through Administrative Agent, and the Lenders and Administrative Agent, Agent may perform any of their duties or exercise any of their Rights under the Loan Documents by or through their respective officers, directors, employees, attorneys, agents, or other representatives (collectively, “"Representatives”"). Administrative Agent, the Lenders, and their respective Representatives shall (a) be entitled to rely upon (and shall be protected in relying upon) any writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, e-mails, telecopy, telegram, telex or teletype message, statement, order or other documents or conversation believed by any of them to be genuine and correct and to have been signed or made by the proper Person and, with respect to legal matters, upon opinion of counsel selected by Administrative Agent, Agent or such Lender, (b) be entitled to deem and treat each Lender as the owner and holder of its Commitment Revolving Loan Percentage or Term Loan Percentage, as applicable, for all purposes until, subject to Section 11.10, written notice of the assignment or transfer thereof shall have been given to and received by Administrative Agent (and, any request, authorization, consent or approval of any Lender shall be conclusive and binding on each subsequent holder, assignee, or transferee of such Lender’s Commitment ('s Revolving Loan Percentage or any part thereof) Term Loan Percentage, as applicable, or Participant therein until such notice is given and received), and (c) other than in connection with Borrower’s 's failure to pay required principal or interest under the Obligations, not be deemed to have notice of the occurrence of a Default or an Event of Default unless notified thereof by another Lender or Borrower. Administrative Agent may consult with legal counsel, independent public accountants, consultants, appraisers and other experts selected by Administrative Agent, and shall not be liable for any action taken or omitted to be taken by Administrative Agent in good faith in accordance with the advice of such counsel, accountants or experts. Any such counsel, accountants or other experts shall be engaged to represent and render services to all the Lenders as a group, and not the Revolving Lenders as a group, and the Term Lenders as a separate group, unless otherwise specified by Administrative Agent.

Delegation of Duties; Reliance; Consultation. The Lenders may perform any of their duties or exercise any of their Rights under the Loan Documents by or through Administrative Agent, and the Lenders and Administrative Agent, Agent may perform any of their duties or exercise any of their Rights under the Loan Documents by or through their respective officers, directors, employees, attorneys, agents, or other representatives (collectively, “"Representatives”"). Administrative Agent, the Lenders, and their respective Representatives shall (a) be entitled to rely upon (and shall be protected in relying upon) any writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, e-mails, telecopy, telegram, telex or teletype message, statement, order or other documents or conversation believed by any of them to be genuine and correct and to have been signed or made by the proper Person and, with respect to legal matters, upon opinion of counsel selected by Administrative Agent, Agent or such Lender, (b) be entitled to deem and treat each Lender as the owner and holder of its Commitment Revolving Loan Percentage or Term Loan Percentage, as applicable, for all purposes until, subject to Section 11.10, written notice of the assignment or transfer thereof shall have been given to and received by Administrative Agent (and, any request, authorization, consent or approval of any Lender shall be conclusive and binding on each subsequent holder, assignee, or transferee of such Lender’s Commitment ('s Revolving Loan Percentage or any part thereof) Term Loan Percentage, as applicable, or Participant therein until such notice is given and received), and (c) other than in connection with Borrower’s failure to pay required principal or interest under the Obligations, not be deemed to have notice of the occurrence of a Default or an Event of Default unless notified thereof by another Lender or BorrowerAMRESCO. Administrative Agent may consult with legal counsel, independent public accountants, consultants, appraisers and other experts selected by Administrative Agent, and shall not be liable for any action taken or omitted to be taken by Administrative Agent in good faith in accordance with the advice of such counsel, accountants or experts. Any such counsel, accountants or other experts shall be engaged to represent and render services to all the Lenders as a group, and not the Revolving Lenders as a group, and the Term Lenders as a separate group, unless otherwise specified by Administrative Agent.

Delegation of Duties; Reliance; Consultation. The Lenders may perform any of their duties or exercise any of their Rights under the Loan Documents by or through Administrative Agent, and the Lenders and Lenders, Administrative Agent, Sole Lead Arranger and Joint Bookrunners may perform any of their duties or exercise any of their Rights under the Loan Documents by or through their respective officers, directors, employees, attorneys, agents, or other representatives (collectively, “"Representatives”"). Administrative Agent, Sole Lead Arranger, Joint Bookrunners, the Lenders, and their respective Representatives shall (a) be entitled to rely upon (and shall be protected in relying upon) any writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, e-mails, telecopy, telegram, telex or teletype message, statement, order or other documents or conversation believed by any of them to be genuine and correct and to have been signed or made by the proper Person and, with respect to legal matters, upon opinion of counsel selected by Administrative Agent, Sole Lead Arranger, Joint Bookrunners or such Lender, (b) be entitled to deem and treat each Lender as the owner and holder of its Commitment for all purposes until, subject to Section 11.10, written notice of the assignment or transfer thereof shall have been given to and received by Administrative Agent (and, any request, authorization, consent or approval of any Lender shall be conclusive and binding on each subsequent holder, assignee, or transferee of such Lender’s 's Commitment (or any part thereof) or Participant therein until such notice is given and received), and (c) other than in connection with Borrower’s 's failure to pay required principal or interest under the Obligations, not be deemed to have notice of the occurrence of a Default or an Event of Default unless notified thereof by another Lender or Borrower. Administrative Agent may consult with legal counsel, independent public accountants, consultants, appraisers and other experts selected by Administrative Agent, and shall not be liable for any action taken or omitted to be taken by Administrative Agent in good faith in accordance with the advice of such counsel, accountants or experts. Any such counsel, accountants or other experts shall be engaged to represent and render services to all the Lenders as a group, unless otherwise specified by Administrative Agent.

Delegation of Duties; Reliance; Consultation. The Lenders may perform any of their duties or exercise any of their Rights under the Loan Documents by or through Administrative Agent, and the Lenders Lenders, Administrative Agent and Administrative Agent, Sole Lead Arranger may perform any of their duties or exercise any of their Rights under the Loan Documents by or through their respective officers, directors, employees, attorneys, agents, or other representatives (collectively, “Representatives”"REPRESENTATIVES"). Administrative Agent, Sole Lead Arranger, the Lenders, and their respective Representatives shall (a) be entitled to rely upon (and shall be protected in relying upon) any writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, e-mails, telecopy, telegram, telex or teletype message, statement, order or other documents or conversation believed by any of them to be genuine and correct and to have been signed or made by the proper Person and, with respect to legal matters, upon opinion of counsel selected by Administrative Agent, Sole Lead Arranger or such Lender, (b) be entitled to deem and treat each Lender as the owner and holder of its Commitment for all purposes until, subject to Section SECTION 11.10, written notice of the assignment or transfer thereof shall have been given to and received by Administrative Agent (and, any request, authorization, consent or approval of any Lender shall be conclusive and binding on each subsequent holder, assignee, or transferee of such Lender’s 's Commitment (or any part thereof) or Participant therein until such notice is given and received), and (c) other than in connection with Borrower’s 's failure to pay required principal or interest under the Obligations, not be deemed to have notice of the occurrence of a Default or an Event of Default unless notified thereof by another Lender or Borrower. Administrative Agent may consult with legal counsel, independent public accountants, consultants, appraisers and other experts selected by Administrative Agent, and shall not be liable for any action taken or omitted to be taken by Administrative Agent in good faith in accordance with the advice of such counsel, accountants or experts. Any such counsel, accountants or other experts shall be engaged to represent and render services to all the Lenders as a group, unless otherwise specified by Administrative Agent.

Delegation of Duties; Reliance; Consultation. The Lenders may perform any of their duties or exercise any of their Rights under the Loan Documents by or through Administrative Agent, and the Lenders and Administrative Agent, may perform any of their duties or exercise any of their Rights under the Loan Documents by or through their respective officers, directors, employees, attorneys, agents, or other representatives (collectively, “"Representatives”"). Administrative Agent, the Lenders, and their respective Representatives shall (a) be entitled to rely upon (and shall be protected in relying upon) any writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, e-mails, telecopy, telegram, telex or teletype message, statement, order or other documents or conversation believed by any of them to be genuine and correct and to have been signed or made by the proper Person and, with respect to legal matters, upon opinion of counsel selected by Administrative Agent, or such Lender, (b) be entitled to deem and treat each Lender as the owner and holder of its Commitment for all purposes until, subject to Section 11.10, written notice of the assignment or transfer thereof shall have been given to and received by Administrative Agent (and, any request, authorization, consent or approval of any Lender shall be conclusive and binding on each subsequent holder, assignee, or transferee of such Lender’s 's Commitment (or any part thereof) or Participant therein until such notice is given and received), and (c) other than in connection with Borrower’s 's failure to pay required principal or interest under the Obligations, not be deemed to have notice of the occurrence of a Default or an Event of Default unless notified thereof by another Lender or Borrower. Administrative Agent may consult with legal counsel, independent public accountants, consultants, appraisers and other experts selected by Administrative Agent, and shall not be liable for any action taken or omitted to be taken by Administrative Agent in good faith in accordance with the advice of such counsel, accountants or experts. Any such counsel, accountants or other experts shall be engaged to represent and render services to all the Lenders as a group, unless otherwise specified by Administrative Agent.

Delegation of Duties; Reliance; Consultation. The Lenders may perform any of their duties or exercise any of their Rights under the Loan Documents by or through Administrative Agent, and the Lenders and Administrative Agent, Agent may perform any of their duties or exercise any of their Rights under the Loan Documents by or through their respective officers, directors, employees, attorneys, agents, or other representatives (collectively, “"Representatives”"). Administrative Agent, the Lenders, and their respective Representatives shall (a) be entitled to rely upon (and shall be protected in relying upon) any writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, e-mails, telecopy, telegram, telex or teletype message, statement, order or other documents or conversation believed by any of them to be genuine and correct and to have been signed or made by the proper Person and, with respect to legal matters, upon opinion of counsel selected by Administrative Agent, Agent or such Lender, (b) be entitled to deem and treat each Lender as the owner and holder of its Commitment Loan Percentage for all purposes until, subject to Section 11.1011.9, written notice of the assignment or transfer thereof shall have been given to and received by Administrative Agent (and, any request, authorization, consent or approval of any Lender shall be conclusive and binding on each subsequent holder, assignee, or transferee of such Lender’s Commitment (or any part thereof) 's Loan Percentage or Participant therein until such notice is given and received), and (c) other than in connection with Borrower’s failure to pay required principal or interest under the Obligations, not be deemed to have notice of the occurrence of a Default or an Event of Default unless notified thereof by another Lender or BorrowerAMRESCO. Administrative Agent may consult with legal counsel, independent public accountants, consultants, appraisers and other experts selected by Administrative Agent, and shall not be liable for any action taken or omitted to be taken by Administrative Agent in good faith in accordance with the advice of such counsel, accountants or experts. Any such counsel, accountants or other experts shall be engaged to represent and render services to all the Lenders as a group, group unless otherwise specified by Administrative Agent.

Delegation of Duties; Reliance; Consultation. The Lenders may perform any of their duties or exercise any of their Rights under the Loan Documents by or through Administrative Agent, and the Lenders and Lenders, Administrative Agent, Sole Lead Arranger and Joint Bookrunners may perform any of their duties or exercise any of their Rights under the Loan Documents by or through their respective officers, directors, employees, attorneys, agents, or other representatives (collectively, “Representatives”). Administrative Agent, Sole Lead Arranger, Joint Bookrunners, the Lenders, and their respective Representatives shall (a) be entitled to rely upon (and shall be protected in relying upon) any writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, e-mails, telecopy, telegram, telex or teletype message, statement, order or other documents or conversation believed by any of them to be genuine and correct and to have been signed or made by the proper Person and, with respect to legal matters, upon opinion of counsel selected by Administrative Agent, Sole Lead Arranger, Joint Bookrunners or such Lender, (b) be entitled to deem and treat each Lender as the owner and holder of its Commitment for all purposes until, subject to Section 11.10, written notice of the assignment or transfer thereof shall have been given to and received by Administrative Agent (and, any request, authorization, consent or approval of any Lender shall be conclusive and binding on each subsequent holder, assignee, or transferee of such Lender’s Commitment (or any part thereof) or Participant therein until such notice is given and received), and (c) other than in connection with Borrower’s failure to pay required principal or interest under the Obligations, not be deemed to have notice of the occurrence of a Default or an Event of Default unless notified thereof by another Lender or Borrower. Administrative Agent may consult with legal counsel, independent public accountants, consultants, appraisers and other experts selected by Administrative Agent, and shall not be liable for any action taken or omitted to be taken by Administrative Agent in good faith in accordance with the advice of such counsel, accountants or experts. Any such counsel, accountants or other experts shall be engaged to represent and render services to all the Lenders as a group, unless otherwise specified by Administrative Agent.

Delegation of Duties; Reliance; Consultation. The Lenders may perform any of their duties or exercise any of their Rights under the Loan Documents by or through Administrative Agent, and the Lenders and Administrative Agent, Agent may perform any of their duties or exercise any of their Rights under the Loan Documents by or through their respective officers, directors, employees, attorneys, agents, or other representatives (collectively, “"Representatives”"). Administrative Agent, the Lenders, and their respective Representatives shall (a) be entitled to rely upon (and shall be protected in relying upon) any writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, e-mails, telecopy, telegram, telex or teletype message, statement, order or other documents or conversation believed by any of them to be genuine and correct and to have been signed or made by the proper Person and, with respect to legal matters, upon opinion of counsel selected by Administrative Agent, Agent or such Lender, (b) be entitled to deem and treat each Lender as the owner and holder of its Commitment Loan Percentage for all purposes until, subject to Section 11.1010.10, written notice of the assignment or transfer thereof shall have been given to and received by Administrative Agent (and, any request, authorization, consent or approval of any Lender shall be conclusive and binding on each subsequent holder, assignee, or transferee of such Lender’s Commitment (or any part thereof) 's Loan Percentage or Participant therein until such notice is given and received), and (c) other than in connection with Borrower’s failure to pay required principal or interest under the Obligations, not be deemed to have notice of the occurrence of a Default or an Event of Default unless notified thereof by another Lender or Borrower. Administrative Agent may consult with legal counsel, independent public accountants, consultants, appraisers and other experts selected by Administrative Agent, and shall not be liable for any action taken or omitted to be taken by Administrative Agent in good faith in accordance with the advice of such counsel, accountants or experts. Any such counsel, accountants or other experts shall be engaged to represent and render services to all the Lenders as a group, group unless otherwise specified by Administrative Agent.

Delegation of Duties; Reliance; Consultation. The Lenders may -------------------------------------------- perform any of their duties or exercise any of their Rights under the Loan Documents by or through Administrative Agent, and the Lenders and Administrative Agent, Agent may perform any of their duties or exercise any of their Rights under the Loan Documents by or through their respective officers, directors, employees, attorneys, agents, or other representatives (collectively, “"Representatives”"). Administrative Agent, the Lenders, and their --------------- respective Representatives shall (a) be entitled to rely upon (and shall be protected in relying upon) any writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, e-mails, telecopy, telegram, telex or teletype message, statement, order or other documents or conversation believed by any of them to be genuine and correct and to have been signed or made by the proper Person and, with respect to legal matters, upon opinion of counsel selected by Administrative Agent, Agent or such Lender, (b) be entitled to deem and treat each Lender as the owner and holder of its Commitment Loan Percentage for all purposes until, subject to Section 11.1010.10, written notice of the assignment or transfer thereof shall have ------------- been given to and received by Administrative Agent (and, any request, authorization, consent or approval of any Lender shall be conclusive and binding on each subsequent holder, assignee, or transferee of such Lender’s Commitment ('s Loan Percentage or any part thereof) or Participant participant therein until such notice is given and received), and (c) other than in connection with Borrower’s failure to pay required principal or interest under the Obligations, not be deemed to have notice of the occurrence of a Default or an Event of Default unless notified thereof by another Lender or BorrowerBorrowers. Administrative Agent may consult with legal counsel, independent public accountants, consultants, appraisers and other experts selected by Administrative Agent, and shall not be liable for any action taken or omitted to be taken by Administrative Agent in good faith in accordance with the advice of such counsel, accountants or experts. Any such counsel, accountants or other experts shall be engaged to represent and render services to all the Lenders as a group, group unless otherwise specified by Administrative Agent.

Delegation of Duties; Reliance; Consultation. The Lenders may perform any of their duties or exercise any of their Rights under the Loan Documents by or through Administrative Agent, and the Lenders and Administrative Agent, Agent may perform any of their duties or exercise any of their Rights under the Loan Documents by or through their respective officers, directors, employees, attorneys, agents, or other representatives (collectively, “Representatives”"REPRESENTATIVES"). Administrative Agent, the Lenders, Agent and Lenders and their respective Representatives shall (a) be entitled to rely upon (and shall be protected in relying upon) any writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, e-mails, telecopy, telegram, telex or teletype message, statement, order or other documents or conversation believed by any of them to be genuine and correct and to have been signed or made by the proper Person and, with respect to legal matters, upon opinion of counsel selected by Administrative Agent, Agent or such Lender, (b) be entitled to deem and treat each Lender as the owner and holder of its Commitment Loan Percentage for all purposes until, subject to Section 11.10SECTION 10.10, written notice the effective date of the assignment or transfer thereof shall have been given to any Assignment and received by Administrative Agent Acceptance relating thereto (and, and any request, authorization, consent or approval of made or given by any Lender prior to such effective date shall be conclusive and binding on each subsequent holder, assignee, or transferee the applicable assignee of such Lender’s Commitment (or any part thereof) or Participant therein until such notice is given and received's Loan Percentage), and (c) other than in connection with Borrower’s failure to pay required principal or interest under the Obligations, not be deemed to have notice of the occurrence of a Default or an Event of Default unless notified thereof by Agent, another Lender or Borrower. Administrative Agent may consult with legal counsel, independent public accountants, consultants, appraisers and other experts selected by Administrative Agent, and shall not be liable for any action taken or omitted to be taken by Administrative Agent in good faith in accordance with the advice of such counsel, accountants or experts. Any Persons and any such counsel, accountants or other experts Persons shall be engaged to represent and render services to all the Lenders as a group, group unless otherwise specified by Administrative Agent.