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

Reliance by Administrative Agent and the Collateral Agent. The Administrative Agent, the Collateral Agent and the Issuing Lender 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 believed by it to be genuine and to have been signed or sent by the proper Person. The Administrative Agent, the Collateral Agent and the Issuing Lender also may rely upon any statement made to it orally or by telephone and believed by it to be made by the proper Person, and shall not incur any liability for relying thereon. The Administrative Agent, the Collateral Agent and the Issuing Lender 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. The Administrative Agent, the Collateral Agent and the Issuing Lender 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 written advice or concurrence of the Required Lenders, the Required Senior Lenders, the Majority Facility Lenders or, in the case of the Collateral Agent, the Administrative Agent, as the case may be (or, if so specified by this Agreement, all Lenders), as it deems appropriate or 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 (it being understood that this provision shall not release the Administrative Agent or the Collateral Agent from performing any action with respect to the Borrower expressly required to be performed by it pursuant to the terms hereof) under this Agreement. The Administrative Agent, the Collateral Agent and the Issuing Lender shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the other Loan Documents in accordance with a request of the Required Lenders, the Required Senior Lenders, the Majority Facility Lenders or, in the case of the Collateral Agent, the Administrative Agent, as the case may be (or, if so specified by this Agreement, all Lenders), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the Loans.

Reliance by Administrative Agent and the Collateral Agent. The Administrative Agent, Agent and the Collateral Agent and the Issuing Lender 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 believed by it to be genuine and to have been signed or sent by the proper Person. The Administrative Agent, Agent and the Collateral Agent and the Issuing Lender also may rely upon any statement made to it orally or by telephone and believed by it to be made by the proper Person, and shall not incur any liability for relying thereon. The Administrative Agent, Agent and the Collateral Agent and the Issuing Lender 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. The Administrative Agent, Agent and the Collateral Agent and the Issuing Lender 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 written advice or concurrence of the Required Lenders, the Required Senior Lenders, the Majority Facility Lenders or, in the case of the Collateral Agent, the Administrative Agent, as the case may be (or, if so specified by this Agreement, all Lenders), ) as it deems appropriate or 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 (it being understood that this provision shall not release the Administrative Agent or the Collateral Agent from performing any action with respect to the Borrower expressly required to be performed by it pursuant to the terms hereof) under this Agreement. The Administrative Agent, Agent and the Collateral Agent and the Issuing Lender shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the other Loan Documents in accordance with a request of the Required Lenders, the Required Senior Lenders, the Majority Facility Lenders or, in the case of the Collateral Agent, the Administrative Agent, as the case may be (or, if so specified by this Agreement, all Lenders), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the Loans.

Reliance by Administrative Agent and the Collateral Agent. The Administrative Agent, Agent and the Collateral Agent and the Issuing Lender 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 or email message, statement, instrument, order or other document or other writing conversation believed by it to be genuine and correct and to have been signed signed, sent or sent by the proper Person. The Administrative Agent, the Collateral Agent and the Issuing Lender also may rely upon any statement made to it orally or by telephone and believed by it to be made by the proper Person, Person or Persons and shall not incur any liability for relying thereon. The Administrative Agent, the Collateral Agent upon advice and the Issuing Lender may consult with statements of legal counsel (who may be including counsel for to Holdings or the Borrower), independent accountants and other experts selected by itthe Administrative Agent or the Collateral Agent, 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 expertsas applicable. The Administrative Agent, Agent and the Collateral 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 the Administrative Agent. Each of the Administrative Agent and the Issuing Lender Collateral 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 written such advice or concurrence of the Required Lenders, the Required Senior Lenders, the Majority Facility Lenders or, in the case of the Collateral Agent, the Administrative Agent, as the case may be (or, if so specified by this Agreement, the Majority Facility Lenders or all Lenders), ) as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which that may be incurred by it by reason of taking or continuing to take any such action (it being understood that this provision shall not release the action. The Administrative Agent or and the Collateral Agent from performing any action with respect to the Borrower expressly required to be performed by it pursuant to the terms hereof) under this Agreement. The Administrative Agent, the Collateral Agent and the Issuing Lender shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the other Loan Documents in accordance with a request of the Required Lenders, the Required Senior Lenders, the Majority Facility Lenders or, in the case of the Collateral Agent, the Administrative Agent, as the case may be (or, if so specified by this Agreement, the Majority Facility Lenders or all Lenders), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the Loans.

Reliance by Administrative Agent and the Collateral Agent. (a) The Administrative Agent, Agent and the Collateral Agent and the Issuing Lender shall be entitled to rely uponrely, and shall not incur be fully protected in relying, upon any liability for relying uponwriting, any communication, signature, resolution, representation, notice, requestconsent, certificate, consentaffidavit, statementletter, instrumenttelegram, facsimile, telex or telephone message, statement or other document or other writing conversation believed by it to be genuine and correct and to have been signed signed, sent or sent by the proper Person. The Administrative Agent, the Collateral Agent and the Issuing Lender also may rely upon any statement made to it orally or by telephone and believed by it to be made by the proper PersonPerson or Persons, and shall not incur any liability for relying thereon. The Administrative Agent, the Collateral Agent upon advice and the Issuing Lender may consult with statements of legal counsel (who may be including counsel for the Borrowerto any Credit Party), independent accountants and other experts selected by itthe Administrative Agent or the Collateral Agent, 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 expertsas applicable. The Administrative Agent, Agent and the Collateral Agent and the Issuing Lender 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 written such advice or concurrence of the Required Lenders, the Required Senior Lenders, the Majority Facility Lenders or, in the case of the Collateral Agent, the Administrative Agent, as the case may be (or, if so specified by this Agreement, all Lenders), as it deems appropriate or 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 (it being understood that this provision shall not release the action. The Administrative Agent or and the Collateral Agent from performing any action with respect to the Borrower expressly required to be performed by it pursuant to the terms hereof) under this Agreement. The Administrative Agent, the Collateral Agent and the Issuing Lender shall in all cases be fully protected in acting, or in refraining from acting, under this Credit Agreement and the or any other Loan Documents Credit Document in accordance with a request or consent of the Required Lenders or all the Lenders, the Required Senior Lenders, the Majority Facility Lenders or, in the case of the Collateral Agent, the Administrative Agent, as the case may be (or, if so specified by this Agreement, all Lenders)required hereunder, and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and participants. Where this Credit Agreement expressly permits or prohibits an action unless the Required Lenders otherwise determine, the Administrative Agent or the Collateral Agent, as applicable, shall, and in all future holders other instances, the Administrative Agent or the Collateral Agent, as applicable, may, but shall not be required to, initiate any solicitation for the consent or a vote of the LoansLenders.

Reliance by Administrative Agent and the Collateral Agent. (a) The Administrative Agent, Agent and the Collateral Agent and the Issuing Lender shall be entitled to rely uponrely, and shall not incur be fully protected in relying, upon any liability for relying uponwriting, any communication, signature, resolution, representation, notice, requestconsent, certificate, consentaffidavit, statementletter, instrumenttelegram, facsimile, telex or telephone message, statement or other document or other writing conversation believed by it to be genuine and correct and to have been signed signed, sent or sent by the proper Person. The Administrative Agent, the Collateral Agent and the Issuing Lender also may rely upon any statement made to it orally or by telephone and believed by it to be made by the proper PersonPerson or Persons, and shall not incur any liability for relying thereon. The Administrative Agent, the Collateral Agent upon advice and the Issuing Lender may consult with statements of legal counsel (who may be including counsel for the Borrowerto any Credit Party), independent accountants and other experts selected by itthe Administrative Agent or the Collateral Agent, 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 expertsas applicable. The Administrative Agent, Agent and the Collateral Agent and the Issuing Lender 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 written such advice or concurrence of the Required Lenders, the Required Senior Lenders, the Majority Facility Lenders or, in the case of the Collateral Agent, the Administrative Agent, as the case may be (or, if so specified by this Agreement, all Lenders), Banks as it deems appropriate or 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 (it being understood that this provision shall not release the action. The Administrative Agent or and the Collateral Agent from performing any action with respect to the Borrower expressly required to be performed by it pursuant to the terms hereof) under this Agreement. The Administrative Agent, the Collateral Agent and the Issuing Lender shall in all cases be fully protected in acting, or in refraining from acting, under this Credit Agreement and the or any other Loan Documents Credit Document in accordance with a request or consent of the Required Lenders, Banks or all the Required Senior Lenders, the Majority Facility Lenders or, in the case of the Collateral Agent, the Administrative Agent, as the case may be (orBanks, if so specified by this Agreement, all Lenders)required hereunder, and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders Banks and participants. Where this Credit Agreement expressly permits or prohibits an action unless the Required Banks otherwise determine, the Administrative Agent or the Collateral Agent, as applicable, shall, and in all future holders other instances, the Administrative Agent or the Collateral Agent, as applicable, may, but shall not be required to, initiate any solicitation for the consent or a vote of the LoansBanks.

Reliance by Administrative Agent and the Collateral Agent. The Administrative Agent, Agent and the Collateral Agent and the Issuing Lender shall be entitled to rely uponrely, and shall not incur be fully protected in relying, upon any liability for relying uponNote, any the writings maintained in the Register, writing, resolution, notice, requestconsent, certificate, consentaffidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, instrument, order or other document or other writing conversation believed by it to be genuine and correct and to have been signed signed, sent or sent by the proper Person. The Administrative Agent, the Collateral Agent and the Issuing Lender also may rely upon any statement made to it orally or by telephone and believed by it to be made by the proper Person, Person or Persons and shall not incur any liability for relying thereon. The Administrative Agent, the Collateral Agent upon advice and the Issuing Lender may consult with statements of legal counsel (who may be including, without limitation, counsel for to the BorrowerCompany), independent accountants and other experts selected by itthe Administrative Agent or the Collateral Agent. Each of the Administrative Agent and the Collateral Agent may deem and treat the payee of any Note as the owner thereof for all purposes unless a written notice of assignment, and negotiation or transfer thereof shall not be liable for any action taken or not taken by it in accordance have been filed with the advice of any such counsel, accountants Administrative Agent or expertsthe Collateral Agent. The Administrative Agent, Agent and the Collateral Agent and the Issuing Lender 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 written such advice or concurrence of the Required Lenders, the Required Senior Lenders, the Majority Facility Lenders or, in the case of the Collateral Agent, the Administrative Agent, as the case may be (or, if so specified by this Agreementwhere a higher percentage of the Lenders is expressly required hereunder, all such Lenders), ) as it deems appropriate or 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 (it being understood that this provision shall not release the action. The Administrative Agent or and the Collateral Agent from performing any action with respect to the Borrower expressly required to be performed by it pursuant to the terms hereof) under this Agreement. The Administrative Agent, the Collateral Agent and the Issuing Lender shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the other Loan Documents any Credit Document in accordance with a request of the Required Lenders, the Required Senior Lenders, the Majority Facility Lenders or, in the case of the Collateral Agent, the Administrative Agent, as the case may be (or, if so specified by this Agreementwhere a higher percentage of the Lenders is expressly required hereunder, all such Lenders), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the LoansNotes.