Common use of Reliance by Credit Facility Agent Clause in Contracts

Reliance by Credit Facility Agent. (a) The Credit Facility 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. The Credit Facility 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 or issuance of a Letter of Credit that by its terms must be fulfilled to the satisfaction of each Lender, each Issuing Bank or the Required Lenders, the Credit Facility Agent may presume that such condition is satisfactory to such Lender, such Issuing Bank or the Required Lenders, as the case may be, unless the Credit Facility Agent has received notice to the contrary from such Lender, such Issuing Bank or the Required Lenders or the Intercreditor Agent prior to the making of such Loan or issuance of such Letter of Credit. The Credit Facility Agent may consult with legal counsel, independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts. The Credit Facility Agent shall not be responsible for the negligence or misconduct of any legal counsel, independent accountants and other experts selected by it in good faith, and shall not be required to make any investigation as to the accuracy or sufficiency of any such advice or services; provided that nothing herein shall constitute a waiver by the Obligors, the Lenders or the Issuing Banks of any of their rights against (A) the Credit Facility Agent as a result of its gross negligence, fraud or willful misconduct as determined by a court of competent jurisdiction in a final, non-appealable judgment or (B) such counsel, accountants or other experts. (b) Each Obligor, each Lender and each Issuing Bank shall deliver to the Credit Facility Agent (or, in the case of the Obligors, deliver to the Intercreditor Agent for delivery to each Facility Agent) a list of authorized signatories, together, in the case of the Obligors, with a certificate of an officer of such party certifying the names and true signatures of such authorized signatories who are authorized to sign any notice, certificate, instrument, demand, request, direction, instruction, waiver, receipt, consent, agreement or other document or communication furnished to the Credit Facility Agent hereunder or under the other Finance Documents and the Credit Facility Agent shall be entitled to rely conclusively on such list until a new list is furnished by an Obligor, a Lender or an Issuing Bank, as the case may be, to the Credit Facility Agent (or, in the case of the Obligors, to the Intercreditor Agent for delivery to each Facility Agent).

Reliance by Credit Facility Agent. (a) The Credit Facility 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. The Credit Facility 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 or issuance of a Letter of Credit that by its terms must be fulfilled to the satisfaction of each Lender, each Issuing Bank or the Required Lenders, the Credit Facility Agent may presume that such condition is satisfactory to such Lender, such Issuing Bank or the Required Lenders, as the case may be, unless the Credit Facility Agent has received notice to the contrary from such Lender, such Issuing Bank or the Required Lenders or the Intercreditor Agent prior to the making of such Loan or issuance of such Letter of Credit. The Credit Facility Agent may consult with legal counsel, independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts. The Credit Facility Agent shall not be responsible for the negligence or misconduct of any legal counsel, independent accountants and other experts selected by it in good faith, and shall not be required to make any investigation as to the accuracy or sufficiency of any such advice or services; provided that that, nothing herein shall constitute a waiver by the Obligors, the Lenders or the Issuing Banks of any of their rights against (Ai) the Credit Facility Agent as a result of its gross negligence, fraud or willful misconduct as determined by a court of competent jurisdiction in a final, non-appealable judgment or (Bii) such counsel, accountants or other experts. (b) Each Obligor, each Lender and each Issuing Bank shall deliver to the Credit Facility Agent (or, in the case of the Obligors, deliver to the Intercreditor Agent for delivery to each Facility Agent) a list of authorized signatories, together, in the case of the Obligors, with a certificate of an officer of such party certifying the names and true signatures of such authorized signatories who are authorized to sign any notice, certificate, instrument, demand, request, direction, instruction, waiver, receipt, consent, agreement or other document or communication furnished to the Credit Facility Agent hereunder or under the other Finance Documents and the Credit Facility Agent shall be entitled to rely conclusively on such list until a new list is furnished by an Obligor, a Lender or an Issuing Bank, as the case may be, to the Credit Facility Agent (or, in the case of the Obligors, to the Intercreditor Agent for delivery to each Facility Agent).