Common use of Reliance by Term Facility Agent Clause in Contracts

Reliance by Term Facility Agent. (a) The Term Loan 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 Term Loan 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 Term Loan that by its terms must be fulfilled to the satisfaction of each Term Lender or the Required Term Lenders, the Term Loan Facility Agent may presume that such condition is satisfactory to such Term Lender or the Required Term Lenders, as the case may be, unless the Term Loan Facility Agent has received notice to the contrary from such Facility Lender or the Intercreditor Agent prior to the making of such Term Loan. The Term Loan Facility Agent may consult with legal counsel (who may be counsel for the 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. The Term Loan 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 Loan Parties or the Term Lenders of any of their rights against (A) the Term Loan 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 Loan Party and each Term Lender shall deliver to the Term Loan Facility Agent (or, in the case of the Loan Parties, deliver to the Intercreditor Agent for delivery to each Facility Agent) a list of authorized signatories, together, in the case of the Loan Parties, 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 Term Loan Facility Agent hereunder or under the other Finance Documents and the Term Loan Facility Agent shall be entitled to rely conclusively on such list until a new list is furnished by a Loan Party or a Term Lender, as the case may be, to the Term Loan Facility Agent (or, in the case of the Loan Parties, to the Intercreditor Agent for delivery to each Facility Agent).