Common use of Reliance by Each Agent Clause in Contracts

Reliance by Each Agent. Each Agent shall in all cases be entitled to rely, and shall be fully protected in relying, upon any notice, request, certificate, consent, statement, instrument, document or other writing or communication believed by it in good faith to be genuine and correct and to have been signed, sent or made by the proper Person or Persons. The Administrative Agent shall be deemed not to have knowledge of any Default or Unmatured Default unless and until written notice thereof is given to the Administrative Agent by the Company or a Bank, and the Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or the other Loan Documents, (ii) the contents of any certificate, report or other document delivered hereunder or in connection herewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in Article V or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent. Except as expressly set forth herein, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to Holdings, the Company or any of its Subsidiaries that is communicated to or obtained by the bank serving as Administrative Agent or any of its Affiliates in any capacity. Each Agent shall in all cases be fully justified in failing or refusing to take any action under this Agreement or any other Loan Document unless it shall first receive advice or concurrence of the Company or the Required Banks (or, if required, all of the Banks), as applicable, as it deems appropriate and it shall first be indemnified to its satisfaction by the Banks, provided that unless and until such Agent shall have received such advice, such Agent may take or refrain from taking any action, as such Agent shall deem advisable and in the best interests of the Banks. Each Agent shall in all cases be fully protected in acting, or in refraining from acting, in accordance with a request of the Company or the Required Banks or all of the Banks, as applicable, and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Banks.

Reliance by Each Agent. Each Agent shall in all cases be entitled to relyrely upon, and shall be fully protected in relyingnot incur any liability for relying upon, upon any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, Internet or communication intranet website posting or other distribution) or conversation believed by it in good faith to be genuine and correct 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 or Persons. The Administrative Agent shall be deemed not to have knowledge of any Default or Unmatured Default unless and until written notice thereof is given to the Administrative Agent by the Company or a BankPerson, and the Administrative Agent shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to any Credit Event, that by its terms must be responsible for or have any duty fulfilled to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or the other Loan Documents, (ii) the contents of any certificate, report or other document delivered hereunder or in connection herewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement or any other agreement, instrument or document, or (v) the satisfaction of a Lender or any Issuing Bank, each Agent may presume that such condition set forth in Article V is satisfactory to such Lender or elsewhere herein, other than to confirm receipt of items expressly required to be delivered Issuing Bank unless such Agent shall have received notice to the Administrative Agentcontrary from such Lender or the Issuing Bank prior to such Credit Event. Except as expressly set forth hereinEach Agent may consult with legal counsel (including counsel to the Lead Borrower), the Administrative Agent shall not have any duty to discloseindependent 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 failure to discloseadvice of any such counsel, any information relating to Holdings, the Company accountants or any of its Subsidiaries that is communicated to or obtained by the bank serving as Administrative Agent or any of its Affiliates in any capacityexperts. Each Agent may deem and treat the payee of any Note as the owner thereof for all purposes unless a written notice of assignment, negotiation or transfer thereof shall in all cases have been filed with the Administrative Agent. The Administrative Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Document unless it such Agent shall first receive such advice or concurrence of the Company Required Lenders (or the Required Banks (or, if required, all such other number or percentage of the Banks)Lenders as shall be necessary under the circumstances provided herein) and until such instructions are received, as applicablesuch Agent shall act, or refrain from acting as it deems appropriate and advisable. If any Agent so requests, it shall first be indemnified to its reasonable satisfaction by the Banks, provided that unless and until such Agent shall have received such advice, such Agent may take Lenders or refrain from taking any actionrequired Lenders, as applicable, against any and all liability and expense that may be incurred by it by reason of taking or continuing to take any such Agent shall deem advisable and in the best interests of the Banksaction. Each Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Loan Document in accordance with a request or consent of the Company or the Required Banks or all of the Banks, as applicableLenders, and such request and any action taken or failure to act pursuant thereto shall be binding upon all of the BanksLenders. No provision of this Agreement or any other Loan Document or any agreement or instrument contemplated hereby or thereby or the transactions contemplated hereby or thereby shall require any Agent to: (i) expend or risk its own funds or provide indemnities in the performance of any of its duties hereunder or the exercise of any of its rights or power or (ii) otherwise incur any financial liability in the performance of its duties or the exercise of any of its rights or powers.