Common use of Reliance by Administrative Agent and Collateral Agent Clause in Contracts

Reliance by Administrative Agent and Collateral Agent. The Administrative Agent and the Collateral 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. The Administrative Agent and the Collateral 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 the making of a Loan, or the issuance of a Letter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender Party, the Administrative Agent and the Collateral Agent may presume that such condition is satisfactory to such Lender Party unless an officer of the Administrative Agent and the Collateral Agent responsible for the transactions contemplated hereby shall have received notice to the contrary from such Lender Party prior to the making of such Loan or the issuance of such Letter of Credit, and in the case of a Borrowing, such Lender Party shall not have made available to the Administrative Agent such Lender Party’s ratable portion of such Borrowing. The Administrative Agent and the Collateral Agent may consult with legal counsel (who may be counsel for the Borrower or any other Loan Party), 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 Administrative Agent and Collateral Agent. The Administrative Agent and the Collateral 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 them to be genuine and to have been signed, signed or sent or otherwise authenticated by the proper PersonPerson and upon advice and statements of legal counsel (including counsel to the Loan Parties), independent accountants, consultants and other experts selected by any such Agent. The Administrative Agent and and/or the Collateral 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 thereonthereon and each of the Borrower and the Lenders hereby waives the right to dispute such Agent’s record of such statement, except in the case of gross negligence or willful misconduct by such Agent. Upon request by an Agent at any time, the Lenders will confirm in writing whether an action may be taken by it (and such Agent may deem the failure to respond to any such request in a timely manner as approval). In determining compliance with any condition hereunder to the making of a Loan, or the issuance of a Letter of Credit, Loan that by its terms must be fulfilled to the satisfaction of a Lender PartyLender, the Administrative Agent and the Collateral Agent may presume that such condition is satisfactory to such Lender Party unless an officer of the Administrative Agent and the Collateral Agent responsible for the transactions contemplated hereby shall have received notice to the contrary from such Lender Party prior to the making of such Loan or the issuance of such Letter of Credit, and in the case of a Borrowing, such Lender Party shall not have made available to the Administrative Agent such Lender Party’s ratable portion of such BorrowingLoan. The Administrative Agent and the Collateral Agent Agents may consult with legal counsel (who may be counsel for the Borrower or any other Loan PartyBorrower), 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. The Administrative Agent may deem and treat the payee of any Note as the holder thereof for all purposes hereof unless and until a written notice of the assignment or transfer thereof permitted hereunder shall have been filed with the Administrative Agent.

Reliance by Administrative Agent and Collateral Agent. The Each of the Administrative Agent and the Collateral Agent shall be entitled to rely uponrely, and shall not incur be fully protected in relying, upon any liability for relying uponinstrument, any writing, resolution, notice, requestconsent, certificate, consentaffidavit, letter, telecopy, telex or teletype message, statement, instrument, order or other document or other writing (including any electronic message, Internet or intranet website posting or other distribution) conversation reasonably believed by it to be genuine and correct and to have been signed, sent or otherwise authenticated made by the proper PersonPerson or Persons and upon advice and statements of legal counsel (including counsel to TWTC or the Borrower), independent accountants and other experts selected by it. The Administrative Agent and the Collateral 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, Person and shall not incur any liability for be fully protected in relying thereon. In determining compliance The Administrative Agent may deem and treat the payee of any Note as the owner thereof for all purposes unless a written notice of assignment, negotiation or transfer thereof shall have been filed with any condition hereunder to the making of a Loan, or the issuance of a Letter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender Party, the Administrative Agent and the Collateral Agent may presume that such condition is satisfactory to such Lender Party unless an officer Agent. Each of the Administrative Agent and the Collateral Agent responsible for 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, as it deems appropriate, of the transactions contemplated hereby Person(s) whose consent is required as specified in Sections 12.1 or it shall have received notice first be indemnified to its satisfaction by the contrary from such Lender Party prior to the making of such Loan Revolving Lenders or the issuance of such Letter of CreditTerm Loan B Lenders, and in as the case may be, against any and all liability and expense that may be incurred by it by reason of a Borrowing, taking or continuing to take any such Lender Party shall not have made available to the Administrative Agent such Lender Party’s ratable portion of such Borrowingaction. The Administrative Agent and the Collateral Agent may consult with legal counsel (who may shall in all cases be counsel for fully protected in acting, or in refraining from acting, under this Agreement and the Borrower or any other Loan Party), independent accountants and other experts selected by itDocuments in accordance with a request of the Person(s) whose consent is required as specified in Section 12.1, and shall not be liable for such request and any action taken or not taken by it in accordance with failure to act pursuant thereto shall be binding upon all the advice Lenders and all future holders of any such counsel, accountants or expertsthe Loans.