Common use of Reliance by Agents Clause in Contracts

Reliance by Agents. Each 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. Each 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, which by its terms must be fulfilled to the satisfaction of a Bank, the Administrative Agent may presume that such condition is satisfactory to such Bank unless the Administrative Agent shall have received notice to the contrary from such Bank prior to the making of such Loan. Each Agent may consult with legal counsel (who may be counsel for the Company), 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 Agents. Each 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. Each 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, which that by its terms must be fulfilled to the satisfaction of a BankLender, the Administrative Agent may presume that such condition is satisfactory to such Bank Lender unless the Administrative Agent shall have received notice to the contrary from such Bank Lender prior to the making of such Loan. Each Agent may consult with legal counsel (who may be counsel for the CompanyBorrower), 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 Agents. Each 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. Each 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, which that by its terms must be fulfilled to the satisfaction of a BankLender, the Administrative each Agent may presume that such condition is satisfactory to such Bank Lender unless the Administrative such Agent shall have received notice to the contrary from such Bank Lender prior to the making of such Loan. Each Agent may consult with legal counsel (who may be counsel for the CompanyBorrowers), 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 Agents. Each 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. Each 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, which Loan that by its terms must be fulfilled to the satisfaction of a BankLender, the Administrative such Agent may presume that such condition is satisfactory to such Bank Lender unless the Administrative such Agent shall have received notice to the contrary from such Bank Lender prior to the making of such LoanLoan or the issuance. Each Agent may consult with legal counsel (who may be counsel for the CompanyBorrower), 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 Agents. Each The Administrative 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, signed or sent or otherwise authenticated by the proper Person. Each The Administrative 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 thereon. In determining compliance with any condition hereunder to the making of a Loan, which that by its terms must be fulfilled to the satisfaction of a BankLender, the Administrative Agent may presume that such condition is satisfactory to such Bank Lender unless the Administrative Agent shall have received notice to the contrary from such Bank Lender prior to the making of such Loan. Each The Administrative Agent may consult with legal counsel (who may be counsel for the CompanyBorrower), 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 Agents. Each Agent The Agents 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, sent or otherwise authenticated by the proper Person. Each Agent The Agents also may rely upon any statement made to it them orally or by telephone and believed by it them 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, which Loan that by its terms must be fulfilled to the satisfaction of a BankLender, the Administrative Agent may presume that such condition is satisfactory to such Bank Lender unless the Administrative Agent shall have received notice to the contrary from such Bank Lender prior to the making of such Loan. Each Agent The Agents may consult with legal counsel (who may be counsel for the CompanyBorrower), 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.

Reliance by Agents. Each 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 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. Each 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, which Loan that by its terms must be fulfilled to the satisfaction of a BankLender, the Administrative each Agent may presume that such condition is satisfactory to such Bank Lender unless the Administrative such Agent shall have received notice to the contrary from such Bank Lender prior to the making of such Loan. Each Agent may consult with legal counsel (who may be counsel for the Companya 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.

Reliance by Agents. Each 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 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. Each 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, which Loan that by its terms must be fulfilled to the satisfaction of a BankLender, the Administrative each Agent may presume that such condition is satisfactory to such Bank Lender, unless the Administrative such Agent shall have has received notice to the contrary from such Bank Lender, prior to the making of such Loan. Each Agent may consult with legal counsel (who may be counsel for the CompanyLoan Parties), 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 Agents. Each 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. Each 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 Term Loan, which that by its terms must be fulfilled to the satisfaction of a BankLender, the Administrative each Agent may presume that such condition is satisfactory to such Bank Lender unless the Administrative such Agent shall have received notice to the contrary from such Bank Lender prior to the making of such Term Loan. Each Agent may consult with legal counsel (who may be counsel for the CompanyBorrowers), 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 Agents. Each 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. Each 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 Loanany Advances, which that by its terms must be fulfilled to the satisfaction of a BankLender, the Administrative Agent may presume that such condition is satisfactory to such Bank Lender unless the Administrative Agent shall have received notice to the contrary from such Bank Lender prior to the making of such LoanAdvances. Each Agent may consult with legal counsel (who may be counsel for the CompanyBorrowers or any other Credit Parties), 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 Agents. Each Any Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document document, direction 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 an appropriate Person. Each Any 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 an appropriate Person, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan, which Loan that by its terms must be fulfilled to the satisfaction of a BankLender, the Administrative any Agent may presume that such condition is satisfactory to such Bank Lender unless the Administrative such Agent shall have received notice to the contrary from such Bank Lender prior to the making of such Loan. Each Any Agent may consult with legal counsel (who may be include counsel for the CompanyBorrower), 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 Agents. Each 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. Each 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, which Loan that by its terms must be fulfilled to the satisfaction of a BankLender, the Administrative any Agent may presume that such condition is satisfactory to such Bank Lender unless the Administrative such Agent shall have received notice to the contrary from such Bank Lender prior to the making of such Loan. Each Agent may consult with legal counsel (who may be counsel for the CompanyBorrower), 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 Agents. Each 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. Each 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 available of a Loan, which the Facilities that by its terms must be fulfilled to the satisfaction of a BankLender, the Administrative each Agent may presume that such condition is satisfactory to such Bank Lender unless the Administrative such Agent shall have received notice to the contrary from such Bank Lender prior to making the making of such LoanFacilities available. Each Agent may consult with legal counsel (who may be counsel for the CompanyBorrower), 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 Agents. Each 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. Each 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, which Loan that by its terms must be fulfilled to the satisfaction of a BankLender, the Administrative each Agent may presume that such condition is satisfactory to such Bank Lender unless the Administrative such Agent shall have received written notice to the contrary from such Bank Lender prior to the making of such Loan. Each Agent may consult with legal counsel (who may be counsel for the CompanyBorrower), 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 Agents. Each 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 Personperson. Each 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 Personperson, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan, which Loan or to any other Credit Event that by its terms must be fulfilled to the satisfaction of a BankLender, the Administrative Agent may presume that such condition is satisfactory to such Bank Lender unless the Administrative Agent shall have received notice to the contrary from such Bank Lender prior to the making of such Loan. Each Agent may consult with legal counsel (who may be counsel for the CompanyBorrower), 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 Agents. Each 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 Personperson. Each 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 Personperson, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Term Loan, which that by its terms must be fulfilled to the satisfaction of a BankLender, the Administrative Agent may presume that such condition is satisfactory to such Bank Lender unless the Administrative Agent shall have received notice to the contrary from such Bank prior Lender to the making of such Term Loan. Each Agent may consult with legal counsel (who may be counsel for the CompanyBorrower), independent accountants and other experts selected by it, and shall be entitled to rely upon the advice of any such counsel, accountants or experts 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 expertsadvice.

Reliance by Agents. Each 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. Each 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, which Loan that by its terms must be fulfilled to the satisfaction of a BankLender, the Administrative each Agent may presume that such condition is satisfactory to such Bank Lender unless the Administrative such Agent shall have received notice to the contrary from such Bank Lender prior to the making of such Loan. Each Agent may consult with legal counsel (who may be counsel for the CompanyBorrower), independent accountants and other experts selected by it, and shall not be liable to the Lenders or any of their respective Related Parties for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.

Reliance by Agents. Each 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 made by the proper Person. Each 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, which by its terms must be fulfilled to 136129539 the satisfaction of a Bank, the Administrative Agent may presume that such condition is satisfactory to such Bank unless the Administrative Agent shall have received notice to the contrary from such Bank prior to the making of such Loan. Each Agent may consult with legal counsel (who may be counsel for the Company), 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 Agents. Each 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. Each 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, which that by its terms must be fulfilled to the satisfaction of a BankLender, the Administrative each Agent may presume that such condition is satisfactory to such Bank Lender unless the Administrative such Agent shall have received notice to the contrary from such Bank Lender prior to the making of such Loan. Each Agent may consult with legal counsel (who may be counsel for the CompanyBorrower), 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 Agents. Each 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. Each 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, which Loan that by its terms must be fulfilled to the satisfaction of a BankLender, the Administrative an Agent may presume that such condition is satisfactory to such Bank Lender unless the Administrative such Agent shall have received notice to the contrary from such Bank Lender prior to the making of such Loan. Each Agent may consult with legal counsel (who may be counsel for the CompanyBorrower), 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 Agents. Each Any 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 an appropriate Person. Each Any 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 an appropriate Person, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan, which by its terms must be fulfilled to the satisfaction of a Bank, the Administrative any Agent may presume that such condition is satisfactory to such Bank Lender unless the Administrative such Agent shall have received notice to the contrary from such Bank Lender prior to the making of such Loan. Each Any Agent may consult with legal counsel (who may be include counsel for the CompanyBorrower), 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 Agents. Each 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. Each 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, which Loan that by its terms must be fulfilled to the satisfaction of a BankLender, the Administrative each Agent may presume that such condition is satisfactory to such Bank Lender unless the Administrative such Agent shall have received notice to the contrary from such Bank Lender prior to the making of such Loan. Each Agent may consult with legal counsel (who may be counsel for the CompanyBorrower), 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 Agents. Each 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. Each 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, which any Loan that by its terms must be fulfilled to the satisfaction of a Bankany Lender, the Administrative Agent may presume that such condition is satisfactory to such Bank Lender unless the Administrative Agent shall have received notice to the contrary from such Bank Lender prior to the making of such Loan. Each Agent may consult with legal counsel (who may be counsel for the Companya Borrower Group Member), 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 Agents. Each 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. Each 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, which Loan that by its terms must be fulfilled to the satisfaction of a BankLender, the Administrative Agent may presume that such condition is satisfactory to such Bank Lender unless the Administrative Agent shall have received notice to the contrary from such Bank Lender prior to the making of such Loan. Each Agent may consult with legal counsel (who may be counsel for the CompanyBorrowers), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in good faith in accordance with the advice of any such counsel, accountants or experts.

Reliance by Agents. Each 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. Each 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, which Loan that by its terms must be fulfilled to the satisfaction of a BankLender, the Administrative each Agent may presume that such condition is satisfactory to such Bank Lender unless the Administrative such Agent shall have received notice to the contrary from such Bank Lender prior to the making of such Loan. Each Agent may consult with legal counsel (who may be counsel for the CompanyBorrower), 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 Agents. Each 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. Each 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, which Loan that by its terms must be fulfilled to the satisfaction of a BankLender, the Administrative Agent may presume that such condition is satisfactory to such Bank Lender unless the Administrative Agent shall have received notice to the contrary from such Bank Lender prior to the making of such Loan. Each Agent may consult with legal counsel (who may be counsel for the Companya 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.

Reliance by Agents. Each 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 internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent sent, or otherwise authenticated by the a proper Personperson. Each 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 a proper Personperson, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan, which Loan that by its terms must be fulfilled to the satisfaction of a BankLender, the Administrative each Agent may presume that such condition is satisfactory to such Bank Lender unless the Administrative each Agent shall have received written notice to the contrary from such Bank Lender prior to the making of such Loan. Each Agent may consult with legal counsel (who may be counsel for the CompanyBorrower), independent accountants and other experts advisors 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 expertsadvisors.

Reliance by Agents. Each 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 internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent sent, or otherwise authenticated by the a proper Personperson. Each 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 a proper Personperson, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan, which Loan that by its terms must be fulfilled to the satisfaction of a BankLender, the Administrative each Agent may presume that such condition is satisfactory to such Bank Lender unless the Administrative each Agent shall have received written notice to the contrary from such Bank Lender prior to the making of such Loan. Each Agent may consult with legal counsel (who 128 may be counsel for the CompanyBorrower), independent accountants and other experts advisors 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 expertsadvisors.

Reliance by Agents. Each 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. Each 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, which that by its terms must be fulfilled to the satisfaction of a Bank, the Administrative Agent may presume that such condition is satisfactory to such Bank unless the Administrative Agent shall have received notice to the contrary from such Bank prior to the making of such Loan. Each Agent may consult with legal counsel (who may be counsel for the Company), 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 Agents. Each The Administrative 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, signed or sent or otherwise authenticated by the proper Person. Each The Administrative 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 thereon. In determining compliance with any condition hereunder to the making of a Loan, which that by its terms must be fulfilled to the satisfaction of a BankLender, the Administrative Agent may presume that such condition is satisfactory to such Bank Lender unless the Administrative Agent shall have received notice to the contrary from such Bank Lender prior to the making of such Loan. Each The Administrative Agent may consult with legal counsel (who may be counsel for the CompanyBorrower), independent accountants and other experts selected by it, and 105 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 Agents. Each Any 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 an appropriate Person. Each Any 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 an appropriate Person, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan, which by its terms must be fulfilled to the satisfaction of a Bank, the Administrative any Agent may presume that such condition is satisfactory to such Bank Lender unless the Administrative such Agent shall have received notice to the contrary from such Bank Lender prior to the making of such Loan. Each Any Agent may consult with legal counsel (who may be include counsel for the CompanyLoan Parties), 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 Agents. Each 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, signed or sent or otherwise authenticated by the proper Person. Each Agent may 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, which Loan that by its terms must be fulfilled to the satisfaction of a BankLender, the Administrative Agent may presume that such condition is satisfactory to such Bank Lender unless the Administrative Agent shall have received notice to the contrary from such Bank Lender prior to the making of such Loan. Each Agent may consult with legal counsel (who may be counsel for the CompanyBorrower or the Sponsor), 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 Agents. Each 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. Each 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, which that by its terms must be fulfilled to the satisfaction of a BankLender, the Administrative each Agent may presume that such condition is satisfactory to such Bank Lender unless the Administrative such Agent shall have received notice to the contrary from such Bank Lender prior to the making of such Loan. Each Agent may consult with legal counsel (who may be counsel for the CompanyBorrower), independent accountants and other experts selected by it, and shall not be liable to the Lenders or any of their respective Related Parties for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.

Reliance by Agents. Each 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 Personan Authorized Officer. Each 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, which that by its terms must be fulfilled to the satisfaction of a BankLender, the Administrative each Agent may presume that such condition is satisfactory to such Bank Lender unless the Administrative such Agent shall have received notice to the contrary from such Bank Lender prior to the making of such Loan. Each Agent may consult with legal counsel (who may be counsel for the CompanyBorrowers), 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 Agents. Each Any 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 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. Each Any 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, which Loan that by its terms must be fulfilled to the satisfaction of a BankLender, the Administrative any Agent may presume that such condition is satisfactory to such Bank Lender unless the Administrative such Agent shall have received notice to the contrary from such Bank Lender prior to the making of such Loan. Each Any Agent may consult with legal counsel (who may be counsel for the CompanyBorrower), 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 Agents. Each Any 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 an appropriate Person. Each Any 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 an appropriate Person, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan, which Loan that by its terms must be fulfilled to the satisfaction of a BankLender, the Administrative any Agent may presume that such condition is satisfactory to such Bank Lender unless the Administrative such Agent shall have received notice to the contrary from such Bank Lender prior to the making of such Loan. Each Any Agent may consult with legal counsel (who may be include counsel for the CompanyBorrower), 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 Agents. Each 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. Each 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, which Loan that by its terms must be fulfilled to the satisfaction of a BankLender, the Administrative each Agent may presume that such condition is satisfactory to such Bank Lender unless the Administrative such Agent shall have received written notice to the contrary from such Bank Lender prior to the making of such LoanLoan and such Lender shall have not made its ratable portion of such Loan available to the Administrative Agent. Each Agent shall be entitled to rely on and may consult with legal counsel (who may be counsel for the CompanyBorrower), 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 Agents. Each 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. Each 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, which Loan that by its terms must be fulfilled to the satisfaction of a BankLender, the Administrative any Agent may presume that such condition is satisfactory to such Bank Lender unless the Administrative such Agent shall have received written notice to the contrary from such Bank Lender prior to the making of such Loan. Each Agent may consult with legal counsel (who may be counsel for the CompanyBorrower), 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 Agents. Each Agent The Agents 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. Each Agent The Agents 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, which Loan that by its terms must be fulfilled to the satisfaction of a BankLender, the Administrative Agent Agents may presume that such condition is satisfactory to such Bank Lender unless the Administrative Agent Agents shall have received notice to the contrary from such Bank Lender prior to the making of such Loan. Each Agent The Agents may consult with legal counsel (who may be counsel for the CompanyBorrower), 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 Agents. Each Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any certificate, consent, document, instrument, notice, request, certificate, consent, statement, instrument, document statement 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. Each 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 or maintaining of a Loan, which any Loan that by its terms must be fulfilled to the satisfaction of a BankLender, the Administrative each Agent may presume that such condition is satisfactory to such Bank Lender unless the Administrative such Agent shall have received notice to the contrary from such Bank Lender prior to the making of such Loan. Each Agent may consult with legal counsel (who may be counsel for the CompanyBorrower), independent accountants and other experts advisors 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 expertsadvisors.

Reliance by Agents. Each 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. Each 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, which that by its terms must be fulfilled to the satisfaction of a BankLender, the Administrative each Agent may presume that such condition is satisfactory to such Bank Lender unless the Administrative such Agent shall have received notice to the contrary from such Bank Lender prior to the making of such Loan. Each Agent may consult with legal counsel (who may be counsel for the CompanyLoan Parties), 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 Agents. Each Any 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. Each Any 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, which Loan that by its terms must be fulfilled to the satisfaction of a BankLender, the Administrative any Agent may presume that such condition is satisfactory to such Bank Lender unless the Administrative such Agent shall have received notice to the contrary from such Bank Lender prior to the making of such Loan. Each Any Agent may consult with legal counsel (who may be counsel for the CompanyBorrower), 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 Agents. Each Agent The Agents 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. Each Agent The Agents 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, which Term Loan that by its terms must be fulfilled to the satisfaction of a BankLender, the Administrative Agent may presume that such condition is satisfactory to such Bank Lender unless the Administrative such Agent shall have received notice to the contrary from such Bank Lender prior to the making of such Term Loan. Each Agent The Agents may consult with legal counsel (who may be counsel for the CompanyBorrower), 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.