Common use of Reliance by Collateral Agent Clause in Contracts

Reliance by Collateral Agent. The Collateral Agent will be entitled to rely upon, and will not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. The Collateral Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and will not incur any liability for relying thereon. In determining compliance with any condition hereunder that by its terms must be fulfilled to its satisfaction, the Collateral Agent may make such determination in its sole discretion, and in determining compliance with any condition hereunder that by its terms must be fulfilled to the satisfaction of a Purchaser, the Collateral Agent may presume that such condition is satisfactory to such Purchaser unless the Collateral Agent has received notice to the contrary from such Purchaser prior to the issuance of the Notes. The Collateral Agent may consult with legal counsel (who may be counsel for the Companies), independent accountants and other experts selected by it, and will 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 Collateral Agent. The Collateral Agent will shall be entitled to rely upon, and will shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. The Collateral Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and will shall not incur any liability for relying thereon. In determining compliance with any condition hereunder that by its terms must be fulfilled to its satisfactionthe purchase of any Note, the Collateral Agent may make such determination in its sole discretion, and in determining compliance with any condition hereunder that by its terms must be fulfilled to the satisfaction of a Purchaser, the Collateral Agent may presume that such condition is satisfactory to such Purchaser unless the Collateral Agent has shall have received notice to the contrary from such Purchaser prior to the issuance purchase of the Notessuch Note. The Collateral Agent may consult with legal counsel (who may be counsel for the CompaniesNote Parties), independent accountants and other experts selected by it, and will 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 Collateral Agent. The Collateral Agent will shall be entitled to rely upon, and will shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document 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 sent, or otherwise authenticated by the proper Person. The Collateral Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and will shall not incur any liability for relying thereon. In determining compliance with any condition hereunder that by its terms must be fulfilled to its satisfactionthe making of a Loan, the Collateral Agent may make such determination in its sole discretion, and in determining compliance with any condition hereunder that by its terms must be fulfilled to the satisfaction of a PurchaserLender, the Collateral Agent may presume that such condition is satisfactory to such Purchaser Lender, unless the Collateral Agent has shall have received notice to the contrary from such Purchaser Lender or prior to the issuance making of the Notessuch Loan. The Collateral Agent may consult with legal counsel (who may be counsel for the Companiesa Borrower), independent accountants accountants, and other experts selected by it, it and will shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants accountants, or experts.

Reliance by Collateral Agent. The Collateral Agent will shall be entitled to rely upon, and will shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. The Collateral Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and will shall not incur any liability for relying thereon. In determining compliance with any condition hereunder that by its terms must be fulfilled to its satisfaction, the Collateral Agent may make such determination in its sole discretion, and in determining compliance with any condition hereunder that by its terms must be fulfilled to the satisfaction of a PurchaserLender, the Collateral Agent may presume that such condition is satisfactory to such Purchaser Lender unless the Collateral Agent has shall have received notice to the contrary from such Purchaser prior to the issuance of the NotesLender. The Collateral Agent may consult with legal counsel (who may be counsel for the CompaniesBorrower), independent accountants and other experts selected by it, and will 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 Collateral Agent. The Collateral Agent will shall be entitled to rely upon, and will shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. The Collateral Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and will shall not incur any liability for relying thereon. In determining compliance with any condition hereunder that by its terms must be fulfilled to its satisfaction, the Collateral Agent may make such determination in its sole discretion, and in determining compliance with any condition hereunder making of a Loan that by its terms must be fulfilled to the satisfaction of a Purchaserthe Lender, the Collateral Agent may presume that such condition is satisfactory to such Purchaser the Lender unless the Collateral Agent has shall have received notice to the contrary from such Purchaser the Lender prior to the issuance making of the Notessuch Loan. The Collateral Agent may consult with legal counsel (who may be counsel for the CompaniesParent), independent accountants and other experts selected by it, and will 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 Collateral Agent. The Collateral Agent will shall be entitled to conclusively rely upon, and will shall not incur any liability for relying upon, any notice, request, certificate, opinion, direction, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. The Collateral Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and will shall not incur any liability for relying thereon. In determining compliance with any condition hereunder that by its terms must be fulfilled to its satisfaction, the Collateral Agent may make such determination in its sole discretion, and in determining compliance with any condition hereunder making of a Draw that by its terms must be fulfilled to the satisfaction of a PurchaserLender, the Collateral Agent may presume that such condition is satisfactory to such Purchaser Lender unless the Collateral Agent has shall have received written notice to the contrary from such Purchaser Lender prior to the issuance making of the Notessuch Loan. The Collateral Agent may consult with legal counsel (who may be counsel for the CompaniesBorrower), independent accountants and other experts selected by it, and will 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 Collateral Agent. The Collateral Agent will shall be entitled to rely upon, and will shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. The Collateral Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and will shall not incur any liability for relying thereon. In determining compliance with any condition hereunder that by its terms must be fulfilled to its satisfactionthe purchase of any Convertible Note, the Collateral Agent may make such determination in its sole discretion, and in determining compliance with any condition hereunder that by its terms must be fulfilled to the satisfaction of a Purchaser, the Collateral Agent may presume that such condition is satisfactory to such Purchaser unless the Collateral Agent has shall have received notice to the contrary from such Purchaser prior to the issuance purchase of the Notessuch Convertible Note. The Collateral Agent may consult with legal counsel (who may be counsel for the CompaniesNote Parties), independent accountants and other experts selected by it, and will 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 Collateral Agent. The Collateral Agent will shall be entitled to rely upon, and will shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. The Collateral Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and will shall not incur any liability for relying thereon. In determining compliance with any condition hereunder that by its terms must be fulfilled to its satisfactionthe purchase of any Note, the Collateral Agent may make such determination in its sole discretion, and in determining compliance with any condition hereunder that by its terms must be fulfilled to the satisfaction of a Purchaser, the Collateral Agent may presume that such condition is satisfactory to such Purchaser unless the Collateral Agent has shall have received notice to the contrary from such Purchaser prior to the issuance purchase of the Notessuch Note. The Collateral Agent may consult with legal counsel (who may be counsel for the CompaniesNote Parties), independent accountants and other experts selected by it, and will 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.. 11.05

Reliance by Collateral Agent. The Collateral Agent will shall be entitled to rely upon, and will shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. The Collateral Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and will shall not incur any liability for relying thereon. In determining compliance with any condition hereunder that by its terms must be fulfilled to its satisfactionthe making of a Loan, the Collateral Agent may make such determination in its sole discretion, and in determining compliance with any condition hereunder that by its terms must be fulfilled to the satisfaction of a Purchaser, the Collateral Agent may presume that such condition is satisfactory to such Purchaser unless the Collateral Agent has shall have received notice to the contrary from such Purchaser prior to the issuance making of the Notessuch Loan. The Collateral Agent may consult with legal counsel (who may be counsel for the CompaniesNote Parties), independent accountants and other experts selected by it, and will 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 Collateral Agent. The Collateral Agent will shall be entitled to rely upon, and will 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. The Collateral Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been be made by or on behalf of the proper PersonPerson or Persons, and will shall not incur any liability for relying thereon. In determining compliance with any condition hereunder that by its terms must be fulfilled to its satisfaction, the Collateral Agent may make such determination in its sole discretion, and in determining compliance with any condition hereunder that by its terms must be fulfilled to the satisfaction of a Purchaser, the Collateral Agent may presume that such condition is satisfactory to such Purchaser unless the Collateral Agent has received notice to the contrary from such Purchaser prior to the issuance of the Notes. The Collateral Agent may consult with legal counsel (who may be counsel for the Companies)counsel, independent accountants and other experts selected by it, and will shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.. The Collateral Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other communication (including any thereof by telephone, telecopy, telex, telegram, cable or electronic mail) believed by it to be genuine and to have been signed or sent by or on behalf of the proper Person or Persons, and upon 49

Reliance by Collateral Agent. The Collateral Agent will shall be entitled to rely upon, and will shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. The Collateral Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and will shall not incur any liability for relying thereon. In determining compliance with any condition hereunder that by its terms must be fulfilled to its satisfaction, the Collateral Agent may make such determination in its sole discretion, and in determining compliance with any condition hereunder that by its terms must be fulfilled to the satisfaction of a PurchaserLender, the Collateral Agent may presume that such condition is satisfactory to such Purchaser Lender unless the Collateral Agent has shall have received notice to the contrary from such Purchaser prior to the issuance of the NotesLender. The Collateral Agent may consult with legal counsel (who may be counsel for the CompaniesBorrowers), independent accountants and other experts selected by it, and will 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.