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

Reliance by Agent and Collateral Agent. The Agent and the Collateral Agent shall be entitled to rely, and shall be fully protected in relying, upon any Note, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel (including, without limitation, counsel to the Company), independent accountants and other experts selected by the Agent and the Collateral Agent. The 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 Agent or the Collateral Agent. The Agent and the Collateral Agent shall each be fully justified in failing or refusing to take any action under this Agreement or any Related Document unless it shall first receive such advice or concurrence of the Lenders as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense (other than any liability or expense resulting from the Agent's or the Collateral Agent's gross negligence or willful misconduct) which may be incurred by it by reason of taking or continuing to take any such action. The Agent and the Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any Related Document in accordance with a request of the Lenders, and such request and any action taken or failure to act pursuant thereto shall be binding upon all future holders of the Notes.

Reliance by Agent and Collateral Agent. The Agent and the Collateral Agent shall be entitled to rely, and shall be fully protected in relying, upon any Note, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel (including, without limitation, counsel to the Company), independent accountants and other experts selected by the Agent and the Collateral Agent. The 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 Agent or the Collateral Agent. The Agent and the Collateral Agent shall each be fully justified in failing or refusing to take any action under this Agreement or any Related Document unless it shall first receive such advice or concurrence of the Lenders as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense (other than any liability or expense resulting from the Agent's or the Collateral Agent's gross negligence or willful wilful misconduct) which may be incurred by it by reason of taking or continuing to take any such action. The Agent and the Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any Related Document in accordance with a request of the Lenders, and such request and any action taken or failure to act pursuant thereto shall be binding upon all future holders of the Notes.