Common use of Reliance by Agent Clause in Contracts

Reliance by Agent. Agent shall be entitled to rely, and shall be fully protected in relying, upon any certification, notice or other communication (including those by telephone, telex, telegram, telecopy or e-mail) believed by it to be genuine and correct and to have been signed, sent or made by the proper Person, and upon the advice and statements of Agent Professionals.

Reliance by Agent. Agent shall be entitled to rely, and shall be fully protected in relying, upon any certification, notice or other communication (including those by telephone, telex, telegram, telecopy or e-mail) believed by it to be genuine and correct and to have been signed, sent or made by the proper Person. Agent shall have a reasonable and practicable amount of time to act upon any instruction, notice or other communication under any Loan Document, and upon the advice and statements of Agent Professionalsshall not be liable for any delay in acting.

Reliance by Agent. The Agent shall be entitled to rely, and shall be fully protected in relying, rely upon any certification, notice or other communication (including those any thereof by telephone, telex, telegramtelecopier, telecopy telegram or e-mailcable) believed by it to be genuine and correct and to have been signed, signed or sent by or made by on behalf of the proper PersonPerson or Persons, and upon the advice and statements of Agent Professionalslegal counsel, independent accountants and other experts selected by the Agent.

Reliance by Agent. Agent shall be entitled to rely, and shall be fully protected in relying, upon any certification, notice or other communication (including those by telephone, telex, telegram, telecopy or e-mail) believed by it to be genuine and correct and to have been signed, sent or made by the proper Person, and upon the advice and statements of Agent Professionals. Agent shall have a reasonable and practicable amount of time to act upon any instruction, notice or other communication under any Loan Document, and shall not be liable for any delay in acting.

Reliance by Agent. Agent shall be entitled to rely, and shall be fully protected in relying, upon any certification, notice or other communication (including those by telephone, telex, telegram, telecopy or telecopy, e-mailmail or other electronic means) believed by it to be genuine and correct and to have been signed, sent or made by the proper Person. Agent shall have a reasonable and practicable amount of time to act upon any instruction, notice or other communication under any Loan Document, and upon the advice and statements of Agent Professionalsshall not be liable for any delay in acting.

Reliance by Agent. The Agent shall in all cases be entitled to rely, and shall be fully protected in relying, upon any certificationdocument, notice other writing or other communication (including those by telephone, telex, telegram, telecopy or e-mail) conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person, Person and upon the advice and statements of legal counsel (including counsel to the Seller), independent accountants and other experts selected by the Agent. The Agent Professionalsshall in all cases be fully justified in failing or refusing to take any action under any Transaction Document unless it shall first receive such advice or concurrence of the Purchasers, and assurance of its indemnification, as it deems appropriate.

Reliance by Agent. Agent shall be entitled to rely, and shall be fully protected in relying, upon any certification, notice or other communication Communication (including those by telephone, telex, telegram, telecopy or telecopy, e-mailmail or other electronic means) believed by it to be genuine and correct and to have been signed, sent or made by the proper Person. Agent shall have a reasonable and practicable amount of time to act upon any Communication under any Loan Document, and upon the advice and statements of Agent Professionalsshall not be liable for any delay in acting.

Reliance by Agent. Agent shall be entitled to rely, and shall be fully protected in relying, upon any certification, notice or other communication Communication (including those by telephone, telex, telegram, telecopy or telecopy, e-mailmail or other electronic means) believed by it to be genuine and correct and to have been signed, sent or made by the proper Person, . Agent shall have a reasonable and upon the advice practicable amount of time to act on any Communication and statements of Agent Professionalsshall not be liable for any delay in acting.

Reliance by Agent. The Agent shall be entitled to rely, and shall be fully protected in relying, upon any certification, notice or other communication (including those by telephone, telex, telegram, telecopy or e-mail) believed by it to be genuine and correct and to have been signed, sent or made by the proper Person. The Agent shall have a reasonable and practicable amount of time to act upon any instruction, notice or other communication under any Loan Document, and upon the advice and statements of Agent Professionalsshall not be liable for any delay in acting.

Reliance by Agent. The Agent shall be entitled to rely, and shall be fully protected in relying, upon any certification, notice or other communication (including those by telephone, telex, telegram, telecopy or e-mail) believed by it to be genuine and correct and to have been signed, sent or made by the proper Person, and upon the advice and statements of Agent Professionals.

Reliance by Agent. Agent shall be entitled to rely, and shall be fully protected in relying, upon any certification, notice or other communication (including those by telephone, telex, telegram, telecopy or e-mail) believed by it in good faith to be genuine and correct and to have been signed, sent or made by the proper Person, and upon the advice and statements of Agent Professionals. Agent shall have a reasonable and practicable amount of time to act upon any instruction, notice or other communication under any Loan Document, and shall not be liable for any delay in acting.

Reliance by Agent. Agent shall be entitled to rely, and shall be fully protected in relying, upon any certification, notice or other communication (including those by telephone, telex, telegram, telecopy or e-mail) believed by it to be genuine and correct and to have been signed, sent or made by the proper Person, and upon the advice and statements of Agent Professionals. Agent shall have a reasonable and practicable amount of time to act upon any instruction, notice or other communication under any Loan Document, and shall not be liable for any such delay in acting.

Reliance by Agent. The Agent shall be entitled to rely, and shall be fully protected in relying, rely upon any certification, notice or other communication (including those any thereof by telephone, telextelecopier, telegram, telecopy telegram or e-mailcable) believed by it to be genuine and correct and to have been signed, signed or sent by or made by on behalf of the proper PersonPerson or Persons, and upon the advice and statements of Agent Professionalslegal counsel, independent accountants or other experts selected by the Agent.

Reliance by Agent. The Agent shall be entitled to rely, and shall be fully protected in relying, upon any certification, notice or other communication (including those by telephone, telex, telegram, telecopy or e-mail) believed by it in good faith to be genuine and correct and to have been signed, sent or made by the proper Person, and upon the advice and statements of Agent Professionals. The Agent shall have a reasonable and practicable amount of time to act upon any instruction, notice or other communication under any Loan Document, and shall not be liable for any delay in acting.

Reliance by Agent. Agent shall be entitled to rely, and shall be fully protected in relying, upon any certification, notice or other communication (including those by telephone, telex, telegram, telecopy or e-mail) believed by it to be genuine and correct and to have been signed, sent or made by the proper Person. Agent shall have a reasonable and practicable amount of time to act upon any instruction, notice or other communication under any Loan Document, and upon the advice and statements of Agent Professionalsshall not be liable for any delay in acting.

Reliance by Agent. Agent shall be entitled to rely, and shall be fully protected in relying, upon any certification, notice or other communication (including those by telephone, telex, telegram, telecopy or e-mail) reasonably believed by it to be genuine and correct and to have been signed, sent or made by the proper Person, and upon the advice and statements of Agent Professionals.

Reliance by Agent. Agent shall be entitled to rely, and shall be fully protected in relying, upon any certification, notice or other communication (including those by telephone, telex, telegram, telecopy telecopy, e mail or e-mailother electronic means) believed by it to be genuine and correct and to have been signed, sent or made by the proper Person. Agent shall have a reasonable and practicable amount of time to act upon any instruction, notice or other communication under any Loan Document, and upon the advice and statements of Agent Professionalsshall not be liable for any delay in acting.

Reliance by Agent. Agent shall be entitled to rely, and shall be fully protected in relying, upon any certification, notice or other communication (including those by telephone, telex, telegram, telecopy or e-mail) believed by it to be genuine and correct and to have been signed, sent or made by the proper Person, and upon the advice and statements of Agent Professionals. Agent shall have a reasonable and practicable amount of time to act upon any instruction, notice or other communication under any Transaction Document, and shall not be liable for any delay in acting.

Reliance by Agent. The Agent shall be entitled to rely, and shall be fully protected in relying, rely upon any certification, notice or other communication (including those any thereof by telephone, telex, telegramtelecopier, telecopy telegram or e-mailcable) reasonably believed by it to be genuine and correct and to have been signed, signed or sent by or made by on behalf of the proper PersonPerson or Persons, and upon the advice and statements of Agent Professionalslegal counsel, independent accountants and other experts selected by the Agent.

Reliance by Agent. Each Agent shall be entitled to rely, and shall be fully protected in relying, rely upon any certification, notice or other communication (including those any thereof by telephone, telex, telegramtelecopier, telecopy telegram or e-mailcable) believed by it to be genuine and correct and to have been signed, signed or sent by or made by on behalf of the proper PersonPerson or Persons, and upon the advice and statements of Agent Professionalslegal counsel, independent accountants and other experts selected by such Agent.

Reliance by Agent. Agent shall be entitled to rely, and shall be fully protected in relying, rely upon any certification, notice or other communication (including those any thereof by telephone, telex, telegramfacsimile, telecopy telegram or e-mailcable) believed by it to be genuine and correct and to have been signed, signed or sent by or made by on behalf of the proper Personperson or persons, and upon the advice and statements of Agent Professionalslegal counsel, independent accountants and other experts selected by Agent.

Reliance by Agent. Agent shall be entitled to rely, and shall be fully protected in relying, upon any certification, notice or other communication (including those by telephone, telex, telegram, telecopy or telecopy, e-mailmail or other electronic means) believed by it to be genuine and correct and to have been signed, sent or made by the proper Person, and upon the advice and statements of Agent Professionals.

Reliance by Agent. The Agent shall in all cases be entitled to rely, and shall be fully protected in relying, upon any certificationdocument, notice other writing or other communication (including those by telephone, telex, telegram, telecopy or e-mail) conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person, Person and upon the advice and statements of legal counsel (including counsel to the Seller), independent accountants and other experts selected by the Agent. The Agent Professionalsshall in all cases be fully justified in failing or refusing to take any action under any Transaction Document unless it shall first receive such advice or concurrence of the Purchaser, and assurance of its indemnification, as it deems appropriate.

Reliance by Agent. The Agent shall may in all cases be entitled to rely, and shall be is fully protected in relying, upon any certificationdocument, notice other writing or other communication (including those by telephone, telex, telegram, telecopy or e-mail) conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person, Person and upon the advice and statements of legal counsel (including counsel to the Seller), independent accountants and other experts selected by the Agent. The Agent Professionalsis in all cases be fully justified in failing or refusing to take any action under any Transaction Document unless it shall receives such advice or concurrence of the Purchasers, and assurance of its indemnification, as it deems appropriate.

Reliance by Agent. The Agent shall be entitled to rely, and shall be fully protected in relying, rely upon any certification, notice notice, instrument, writing, or other communication (including those including, without limitation, any thereof by telephone, telex, telegram, telecopy telephone or e-mailtelefacsimile) believed by it to be genuine and correct and to have been signed, sent or made by or on behalf of the proper PersonPerson or Persons, and upon the advice and statements of legal counsel (including counsel for any Credit Party), independent accountants, and other experts selected by the Agent. The Agent Professionals.may deem and treat the payee of any Note as the

Reliance by Agent. The Agent shall be entitled to rely, and shall be fully protected in relying, upon any certification, notice or other communication (including those by telephone, telex, telegram, telecopy or e-mail) believed by it to be genuine and correct and to have been signed, sent or made by the proper Person, and upon the advice and statements of Agent Professionals.

Reliance by Agent. Agent Agent's Related Parties shall be entitled to rely, and shall be fully protected in relyingrelying upon, upon any certificationnote, notice writing, resolution, notice, consent, certificate, message, statement, order, or other communication (including those by telephone, telex, telegram, telecopy document or e-mail) conversation believed by it to be genuine and correct and to have been authorized, genuine or correct, or signed, sent sent, or made by the proper Person, and or upon the advice and statements of counsel (including, without limitation, legal counsel to Agent Professionalsor Borrower, and independent accountants and other experts selected by Agent).

Reliance by Agent. Agent shall be entitled to rely, and shall be fully protected in relying, upon any certification, notice or other communication Communication (including those by telephone, telex, telegram, telecopy or e-mail) believed by it to be genuine and correct and to have been signed, sent or made by the proper Person, and upon the advice and statements of Agent Professionals.

Reliance by Agent. The Agent shall be entitled to rely, and shall be fully protected in relying, upon any certification, notice or other communication (including those by telephone, telex, telegram, telecopy or e-mail) believed by it in good faith to be genuine and correct and to have been signed, sent or made by the proper Person, Person and upon the advice and statements statement of Agent Professionals. The Agent shall have a reasonable and practicable amount of time to act upon any instruction, notice or other communication under any Loan Document, and shall not be liable for any delay in acting.

Reliance by Agent. Agent shall be entitled to rely, and shall be fully protected in relying, upon any certification, notice or other communication (including those by telephone, telex, telegram, telecopy or e-mail) believed by it in good faith to be genuine and correct and to have been signed, sent or made by the proper Person, and upon the advice and statements of Agent Professionals.

Reliance by Agent. The Agent shall be entitled to rely, and shall be fully protected in relying, upon any certificationnotice, notice statement, consent or other communication (including those including, without limitation, any thereof by telephone, telecopy, telex, telegram, telecopy telegram or e-mailcable) believed by it to be genuine and correct and to have been signed, sent or made by the proper Person, and upon the advice and statements of Agent Professionals.in

Reliance by Agent. The Agent shall be entitled to rely, and shall be fully protected in relying, rely upon any Note, certification, notice notice, consent, affidavit, letter, statement, paper, document or other communication (including those any thereof by telephone, , courier, hand delivery, telex, telegramtelecopier, telecopy telegram or e-mailcable) believed by it to be genuine and correct and to have been signed, signed or sent by or made by on behalf of the proper PersonPerson or Persons, and upon the advice and statements of Agent Professionalslegal counsel, independent accountants and other experts selected by the Agent.

Reliance by Agent. The Agent shall be entitled to rely, and shall be fully protected in relying, upon any certificationnote, notice or other communication (including those by telephonewriting, telexresolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy or e-mail) believed by it to be genuine and correct and to have been signedfacsimile, sent or made by the proper Person, and upon the advice and statements of Agent Professionals.telex

Reliance by Agent. The Agent shall be entitled to rely, and shall be fully protected in relying, upon any certificationwriting, notice resolution, notice, consent, certificate, affidavit, letter, telecopy, telex or teletype message, statement, order or other communication (including those by telephone, telex, telegram, telecopy document or e-mail) believed by it to be genuine and correct and to have been signed, sent or made by the proper Person, and upon the advice and statements of Agent Professionals.conversation

Reliance by Agent. Agent shall be entitled to rely, and shall be fully protected in relying, upon any certification, notice or other communication (including those by telephone, telex, \8885650.14 telegram, telecopy or e-mail) believed by it to be genuine and correct and to have been signed, sent or made by the proper Person, and upon the advice and statements of Agent Professionals.

Reliance by Agent. (a) The U.S. Agent shall be entitled to rely, and shall be fully protected in relying, upon any certificationwriting, notice or other communication (including those by telephoneresolution, notice, consent, certificate, affidavit, letter, telegram, facsimile, electronic mail, telex, telegram, telecopy statement or e-mail) other document or conversation reasonably believed by it to be genuine and correct and to have been signed, sent or made by the proper PersonPerson or Persons, and upon the advice and statements of Agent Professionals.legal counsel (including counsel to the Company), independent accountants and other experts selected by the U.S.

Reliance by Agent. The Agent shall be entitled to rely, and shall be fully protected in relying, upon (a) any certificationnote, notice or other communication (including those by telephonewriting, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telex, telegramfax or teletype message, telecopy statement, order or e-mail) other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person, Person or Persons and upon the (b) advice and statements of Agent Professionalslegal counsel (including, without limitation, counsel to the Debtor), independent accounts and other experts selected by the Agent.

Reliance by Agent. Agent shall be entitled to rely, and shall be fully protected in relying, upon any certification, notice or other communication (including those by telephone, telex, telegram, telecopy or e-mail) believed by it to be genuine and correct and to have been signed, sent or made by the proper Person, and upon the advice and statements of Agent Professionals. [***] Confidential information has been omitted and filed separately with the Securities and Exchange Commission pursuant to a confidential treatment request.

Reliance by Agent. Agent shall be entitled to rely, and shall be fully protected in relying, upon any certificationwriting, notice or other communication (including those by telephoneresolution, telexnotice, consent, certificate, affidavit, letter, telegram, telecopy facsimile, telex or e-mail) telephone message, statement or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper PersonPerson or Persons, and upon the advice and statements of Agent Professionalslegal counsel (including counsel to Borrower), independent accountants and other experts selected by Agent.

Reliance by Agent. Agent shall be entitled to rely, and shall be fully protected in relying, rely upon any certification, notice or other communication (including those any thereof by telephone, telecopy, telex, telegram, telecopy telegram or e-mailcable) believed by it to be genuine and correct and to have been signed, sent or made by the proper Person, and upon the advice and statements of Agent Professionals.and

Reliance by Agent. Each of the Agent and the Collateral Agent shall be entitled to rely, and shall be fully protected in relying, upon any certificationNote, notice or other communication (including those by telephonewriting, telexresolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy telecopy, telex or e-mail) 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, Person or Persons and upon the advice and statements of Agent Professionals.legal counsel (including counsel to the Borrowers), independent accountants and other experts selected by the

Reliance by Agent. Agent shall be entitled to relyrely upon, and shall be fully protected in relyingnot incur any liability for relying upon, upon any certificationnotice, notice request, certificate, consent, statement, instrument, document or other communication writing (including those by telephoneany electronic message, telex, telegram, telecopy internet or e-mailintranet website posting or other distribution) believed by it to be genuine and correct and to have been signed, sent or made otherwise authenticated by the proper Person, and . Agent also may rely upon the advice and statements of Agent Professionals.any statement made to it orally or by

Reliance by Agent. The Agent shall be entitled to rely, and shall be fully protected in relying, rely ----------------- upon any certification, notice or other communication (including those any thereof by telephone, telex, telegramtelecopier, telecopy telegram or e-mailcable) believed by it to be genuine and correct and to have been signed, signed or sent by or made by on behalf of the proper PersonPerson or Persons, and upon the advice and statements of Agent Professionalslegal counsel, independent accountants and other experts selected by the Agent.

Reliance by Agent. Each Agent shall be entitled to rely, and shall be fully protected in relying, upon any certificationwriting, notice or other communication (including those by telephoneresolution, telexnotice, consent, certificate, affidavit, letter, telegram, telecopy facsimile, telex or e-mail) telephone message, statement or other document or conversation reasonably believed by it to be genuine and correct and to have been signed, sent or made by the proper PersonPerson or Persons, and upon the advice and statements of Agent Professionalslegal counsel (including counsel to the Company or other Agent), independent accountants and other experts selected by such Agent.

Reliance by Agent. The Agent shall be entitled to rely, and shall be fully protected in relying, upon any certificationNote, notice writing, resolution, notice, consent, certificate, affidavit, letter, telecopy, telex or teletype message, statement, order of other communication (including those by telephone, telex, telegram, telecopy document or e-mail) conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person, Person or Persons and upon the advice and statements of legal counsel (including, without limitation, counsel to the Borrower), independent accountants and other experts. The Agent Professionals.may deem and treat the payee of any Note as the owner thereof for all

Reliance by Agent. Agent shall be entitled to rely, and shall be fully protected in relying, upon any certification, notice or other communication (including those by telephone, telex, telegram, telecopy or e-mail) believed by it to be genuine and correct and to have been signed, sent or made by the proper Person. Agent shall have a reasonable and practicable amount of time to act upon any instruction, notice or other communication under any Loan Document, and upon the advice and statements shall not be liable for any delay in acting, unless in breach of Agent Professionalsany express term of any Loan Document.

Reliance by Agent. The Agent shall be entitled to rely, and shall be fully protected in relying, rely upon any certificationcertificate, notice or other communication document (including those by telephone, telexany cable, telegram, telecopy or e-mailtested telex) reasonably believed by it to be genuine and correct and to have been signedsigned or sent by or on behalf of the Person or Persons purporting to sign or send such certificate, sent notice or made by the proper Personother document, and upon shall have no liability for its actions taken thereupon, unless due to the advice and statements of Agent ProfessionalsAgent's willful misconduct or gross negligence.

Reliance by Agent. The Agent shall be entitled to rely, and shall be fully protected in relying, upon any certificationwriting, notice or other communication (including those by telephoneresolution, telexnotice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy telecopy, telex or e-mail) 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 PersonPerson or Persons, and upon the advice and statements of Agent Professionalslegal counsel (including, without limitation, counsel to the Borrowers or a Subsidiary Guarantor), independent accountants and other experts selected by the Agent.

Reliance by Agent. The Agent shall be entitled to rely, and shall be fully protected in relying, rely upon any certification, notice or other communication (including those any thereof by telephone, telex, telegramtelecopier, telecopy telegram or e-mailcable) believed by it to be genuine and correct and to have been signed, sent or made by the proper Person, and upon the advice and statements of Agent Professionals.

Reliance by Agent. Agent shall be entitled to rely, and shall be fully protected in so relying, upon any certification, notice or other communication (including those any thereof by telephone, telex, telegram, telecopy telecopier message or e-mailcable) believed by it to be genuine and correct and to have been signed, sent or made by or on behalf of the proper PersonPerson or Persons, and upon the advice and statements of Agent Professionals.legal counsel, independent accountants and other experts selected by

Reliance by Agent. The Agent shall be entitled to rely, and shall be fully protected in relying, rely upon any certification, notice or other communication (including those any thereof by telephone, telextelecopier, telegram, telecopy telegram or e-mailcable) believed by it to be genuine and correct and to have been signed, signed or sent by or made by on behalf of the proper PersonPerson or Persons, and upon the advice and statements of Agent Professionals.legal counsel, independent accountants or other experts selected by the Agent. As to any matters not expressly provided for by this Agreement or any

Reliance by Agent. To the extent not inconsistent with (S)3.4, the ------------------ Agent shall be entitled to rely, and shall be fully protected in relyingrelying upon, upon any certificationLetter of Credit, notice or other communication (including those by telephonedraft, telexwriting, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy telecopy, telex or e-mail) teletype message, statement, order or other document believed by it to be genuine and correct and to have been signed, sent or made by the proper Person, Person or Persons and upon the advice and statements of Agent Professionalslegal counsel, independent accountants and other experts selected by the Agent.

Reliance by Agent. The Agent shall be entitled to rely, and shall be fully protected in relying, upon any certificationwriting, notice or other communication (including those by telephoneresolution, telexnotice, consent, certificate, affidavit, letter, telegram, telecopy facsimile, telex or e-mail) telephone message, statement or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper PersonPerson or Persons, and upon the advice and statements of legal counsel (including counsel to the Company), independent accountants and other experts selected by the Agent. The Agent Professionals.shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan

Reliance by Agent. Agent shall be entitled to rely, and shall be fully protected in relying, upon any certification, notice or other communication (including those by telephone, telex, telegram, telecopy or e-mail) Communication believed by it to be genuine and correct and to have been signed, sent or made by the proper Person, and upon the advice and statements of Agent Professionals. Agent shall have a reasonable and practicable amount of time to act upon any Communication under any Loan Document, and shall not be liable for any such delay in acting.

Reliance by Agent. The Agent shall be entitled to rely, and shall be fully protected in relying, upon any certificationNote, notice or other communication (including those by telephonewriting, telexresolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy telecopy, telex or e-mail) 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, and upon the advice and statements of Agent Professionals.,

Reliance by Agent. Agent shall be entitled to rely, and shall be fully protected in relying, upon any certification, notice or other communication (including those by telephone, telex, telegram, telecopy or e-mail) believed by it to be genuine and correct and to have been signed, sent or made by the proper Person, and upon the advice and statements of Agent Professionalsprofessionals. Agent shall have a reasonable and practicable amount of time to act upon any instruction, notice or other communication under any Loan Document, and shall not be liable for any delay in acting.

Reliance by Agent. The Agent shall be entitled to rely, and shall be fully protected in relying, rely upon any certification, notice or other communication (including those any thereof by telephone, telextelecopier, telegram, telecopy telegram or e-mailcable) believed by it to be genuine and correct and to have been signed, signed or sent by or made by on behalf of the proper PersonPerson or Persons, and upon the advice and statements of legal counsel, independent accountants or other experts selected by the Agent. As to any matters not expressly provided for by this Agreement or any other Loan Document, the Agent Professionals.shall in all cases be fully protected in acting, or in refraining from acting, hereunder and

Reliance by Agent. Agent shall be entitled to rely, and shall be fully protected in relying, upon any certification, notice or other communication (including those by telephone, telex, telegram, telecopy or or, e-mailmail or other electronic means) believed by it to be genuine and correct and to have been signed, sent or made by the proper Person. Agent shall have a reasonable and practicable amount of time to act upon any instruction, notice or other communication under any Loan Document, and upon the advice and statements of Agent Professionalsshall not be liable for any delay in acting.

Reliance by Agent. Agent shall be entitled to rely, and shall be fully protected in relying, upon any certification, notice or other communication (including those by telephone, telex, telegram, telecopy or e-e- mail) believed by it to be genuine and correct and to have been signed, sent or made by the proper Person, and upon the advice and statements of Agent Professionals.

Reliance by Agent. The Agent shall in all cases be entitled to rely, and shall ----------------- be fully protected in relying, upon any certification, notice document or other communication (including those by telephone, telex, telegram, telecopy or e-mail) conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person, Person or Persons and upon the advice and statements of Agent Professionals.legal counsel (including, without limitation, counsel to the Seller), independent accountants and other experts selected by the Agent. Each of the Purchasers hereby agrees that:

Reliance by Agent. Agent shall be entitled to rely, and shall be fully protected in relying, upon any certification, notice or other communication (including those by telephone, telex, telegramtelecopy, telecopy or e-mailmail or other electronic means) believed by it to be genuine and correct and to have been signed, sent or made by the proper Person. Agent shall have a reasonable and practicable amount of time to act upon any instruction, notice or other communication under any Loan Document, and upon the advice and statements of Agent Professionalsshall not be liable for any delay in acting.

Reliance by Agent. Agent and Collateral Agents shall be entitled to rely, and shall be fully protected in relying, upon any certification, notice or other communication (including those by telephone, telex, telegram, telecopy or e-mail) believed by it any of them to be genuine and correct and to have been signed, sent or made by the proper Person, and upon the advice and statements of Agent Professionals.

Reliance by Agent. The Agent shall be entitled to rely, and shall be fully protected in relying, rely upon any certification, notice or other communication (including those any thereof by telephone, telextelecopier, telegram, telecopy telegram or e-mailcable) believed by it to be genuine and correct and to have been signed, signed or sent by or made by on behalf of the proper Personperson or persons, and upon the advice and statements of Agent Professionalslegal counsel, independent accountants or other experts selected by the Agent.

Reliance by Agent. The Agent shall be entitled to rely, and shall be fully protected in relying, rely upon any certification, notice or other communication (including those any thereof by telephone, telextelecopier, telegram, telecopy telegram or e-mailcable) believed by it to be genuine and correct and to have been signed, signed or sent by or made by on behalf of the proper PersonPerson or Persons, and upon the advice and statements of Agent Professionalslegal counsel, independent accountants and other experts selected by the Agent.

Reliance by Agent. The Agent shall be entitled to relyrely on any communication, and shall be fully protected in relying, upon any certification, notice instrument or other communication (including those by telephone, telex, telegram, telecopy or e-mail) document believed by it to be genuine and correct and to have been signed, sent or made signed by the proper Personindividual or individuals, and shall be entitled to rely and shall be protected in relying as to legal matters upon the advice and statements opinions of Agent Professionalsindependent legal advisors selected by it.

Reliance by Agent. The Agent shall be entitled to rely, and shall be fully protected in relying, rely upon any certification, notice notice, instrument, writing, or other communication (including those including, without limitation, any thereof by telephone, telex, telegram, telecopy telephone or e-mailtelefacsimile) believed by it to be genuine and correct and to have been signed, sent or made by or on behalf of the proper PersonPerson or Persons, and upon the advice and statements of legal counsel (including counsel for any Loan Party), independent accountants, and other experts selected by the Agent. The Agent Professionals.may deem and treat the payee of any Note as the holder thereof for all purposes hereof unless and until the Agent receives and accepts an

Reliance by Agent. Agent shall be entitled to rely, and shall be fully protected in relying, upon any certification, notice or other communication Communication (including those by telephone, telex, telegram, telecopy or e-mailmail or other electronic means) believed by it to be genuine and correct and to have been signed, sent or made by the proper Person, . Agent shall have a reasonable and upon the advice practicable amount of time to act on any Communication and statements of Agent Professionalsshall not be liable for any delay in acting.

Reliance by Agent. (a) The Agent shall be entitled to rely, and shall be fully protected in relying, upon any certificationwriting, notice or other communication (including those by telephoneresolution, telexnotice, consent, certificate, affidavit, letter, telegram, telecopy facsimile, telex or e-mail) telephone message, statement or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper PersonPerson or Persons, and upon the advice and statements of Agent Professionals.legal counsel (including counsel to the Company), independent

Reliance by Agent. The Agent shall be entitled to rely, and shall be fully protected in relying, upon any certificationwriting, notice or other communication (including those by telephoneresolution, telexnotice, consent, certificate, affidavit, letter, telegram, telecopy facsimile, telex or e-mail) believed by it to be genuine and correct and to have been signed, sent or made by the proper Person, and upon the advice and statements of Agent Professionals.telephone 85 [[0000000]]

Reliance by Agent. Agent shall be entitled to rely, and shall be fully protected in relying, upon any certification, notice or other communication (including those by telephone, telex, telegram, telecopy or telecopy, e-mailmail or other electronic means) believed by it to be genuine and correct and to have been signed, sent or made by the proper Person. Agent shall have a reasonable and practicable amount of time to act upon any instruction, notice or other communication under any Loan Document, and upon the advice and statements of Agent Professionals.shall not be liable for any delay in acting. ​ ​ ​

Reliance by Agent. Agent shall be entitled to rely, and shall be fully protected in relying, upon any certification, notice or other communication (including those by telephone, telex, telegram, telecopy or e-mail) believed by it to be genuine and correct and to have been signed, sent or made by the proper Person. Agent shall have a reasonable and practicable amount of time to act upon any instruction, notice or other communication under any Loan Document, and upon the advice and statements of Agent Professionals.shall not be liable for any delay in acting. -190-

Reliance by Agent. (a) The Agent shall be entitled to rely, and shall be fully protected in relying, upon any certificationwriting, notice or other communication (including those by telephoneresolution, telexnotice, consent, certificate, affidavit, letter, telegram, telecopy facsimile, telex or e-mail) telephone message, statement or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper PersonPerson or Persons, and upon the advice and statements of legal counsel (including counsel to the Company), independent accountants and other experts selected by the Agent. The Agent Professionals.shall be fully justified in failing or refusing to take any action under this

Reliance by Agent. The Agent shall be entitled to rely, and shall be fully protected in relying, upon any certificationnotice, notice statement, consent or other communication (including those including, without limitation, any thereof by telephone, telecopy, telex, telegram, telecopy telegram or e-mailcable) believed by it in good faith to be genuine and correct and to have been signed, sent or made by the proper Person, and upon the advice and statements of Agent Professionals.Person or

Reliance by Agent. The Agent shall be entitled to rely, and shall be fully protected in relying, rely upon any certification, notice or other communication (including those any thereof by telephone, telextelecopier, telegram, telecopy cable or e-mailfacsimile transmission) believed by it to be genuine and correct and to have been signed, signed or sent by or made by on behalf of the proper PersonPerson or Persons, and upon the advice and statements of Agent Professionalslegal counsel, independent accountants or other experts selected by the Agent.

Reliance by Agent. Agent shall be entitled to rely, and shall be ----------------- fully protected in relying, upon any certificationwriting, notice or other communication (including those by telephoneresolution, telexnotice, consent, certificate, affidavit, letter, telegram, telecopy facsimile, telex or e-mail) telephone message, statement or other document or conversation believed by it to be genuine and correct and to have been signed, sent sent, or made by the proper PersonPerson or Persons, and upon the advice and statements of Agent Professionals.legal counsel (including counsel to Borrowers or counsel to any Lender), independent accountants and other experts selected by