Common use of Reliance by the Administrative Agent Clause in Contracts

Reliance by the Administrative Agent. The Administrative Agent shall be entitled to rely upon, and shall be fully protected in relying upon, any note, writing, resolution, notice, statement, certificate, telex, teletype or facsimile message, cablegram, radiogram, order or other document (including any electronic message, internet website posting or other distribution) or telephone message signed, sent or made by any Person that the Administrative Agent believed to be the proper Person, and, with respect to all legal matters pertaining to this Agreement and any other Loan Document and its duties hereunder and thereunder, upon advice of counsel selected by the Administrative Agent. In determining compliance with any condition hereunder to the making of a Loan that by its terms must be fulfilled to the satisfaction of a Lender, the Administrative Agent may presume that such condition is satisfactory to such Lender unless the Administrative Agent shall have received notice to the contrary from such Lender prior to the making of such Loan. The Administrative Agent may consult with legal counsel (who may be counsel for the Borrowers), 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 the Administrative Agent. The Administrative Agent shall be entitled to rely upon, and shall be fully protected in relying upon, any note, writing, resolution, notice, statement, certificate, telex, teletype or facsimile message, cablegram, radiogram, order or other document (including any electronic message, internet website posting or other distribution) or telephone message signed, sent or made by any Person that the Administrative Agent believed to be the proper Person, and, with respect to all legal matters pertaining to this Agreement and any other Loan Document and its duties hereunder and thereunder, upon advice of counsel selected by the Administrative Agent. In determining compliance with any condition hereunder to the making of a Loan Loan, that by its terms must be fulfilled to the satisfaction of a Lender, the Administrative Agent may presume that such condition is satisfactory to such Lender unless the Administrative Agent shall have received notice to the contrary from such Lender prior to the making of such Loan. The Administrative Agent may consult with legal counsel (who may be counsel for the BorrowersBorrower), 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 the Administrative Agent. The Administrative Agent shall be entitled to rely upon, and shall be fully protected in not incur any liability for relying upon, any notenotice, writingrequest, resolutioncertificate, noticeconsent, statement, certificateinstrument, telex, teletype or facsimile message, cablegram, radiogram, order document or other document writing (including any electronic message, internet Internet or intranet website posting or other distribution) or telephone message believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by any Person that the Administrative Agent believed to be the proper Person, and, with respect to all legal matters pertaining to this Agreement and shall not incur any other Loan Document and its duties hereunder and thereunder, upon advice of counsel selected by the Administrative Agentliability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan Closing Date or the Borrowing that by its terms must be fulfilled to the satisfaction of a Lender, the Administrative Agent may presume that such condition is satisfactory to such Lender unless the Administrative Agent shall have received notice to the contrary from such Lender prior to the making of such LoanClosing Date or the Borrowing, as applicable. The Administrative Agent may consult with legal counsel (who may be counsel for the BorrowersBorrower), 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 the Administrative Agent. The Administrative Agent shall be entitled to rely upon, and shall be fully protected in not incur any liability for relying upon, any notenotice, writingrequest, resolutioncertificate, noticeconsent, statement, certificateinstrument, telex, teletype or facsimile message, cablegram, radiogram, order document or other document writing (including including, but not limited to, any electronic message, internet Internet or intranet website posting or other distribution) or telephone message reasonably believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and reasonably believed by it to have been made by any Person that the Administrative Agent believed to be the proper Person, and, with respect to all legal matters pertaining to this Agreement and shall not incur any other Loan Document and its duties hereunder and thereunder, upon advice of counsel selected by the Administrative Agentliability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan that by its terms must be fulfilled to the satisfaction of a Lender, the Administrative Agent may presume that such condition is satisfactory to such Lender unless the Administrative Agent shall have received written notice to the contrary from such Lender prior to the making of such Loan. The Administrative Agent may consult with legal counsel (who may be counsel for the Borrowersany Loan Party), 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 the Administrative Agent. (a) The Administrative Agent shall be entitled to rely upon, and shall be fully protected in not incur any liability for relying upon, any notenotice, writingrequest, resolutioncertificate, noticeconsent, statement, certificateinstrument, telex, teletype or facsimile message, cablegram, radiogram, order document or other document writing (including any electronic message, internet Internet or intranet website posting or other distribution) or telephone message believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by any Person that the Administrative Agent believed to be the proper Person, and, with respect to all legal matters pertaining to this Agreement and shall not incur any other Loan Document and its duties hereunder and thereunder, upon advice of counsel selected by the Administrative Agentliability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan Loan, that by its terms must be fulfilled to the satisfaction of a Lender, the Administrative Agent may presume that such condition is satisfactory to such Lender unless the Administrative Agent shall have received notice to the contrary from such Lender prior to the making of such Loan. The Administrative Agent may consult with legal counsel (who may be counsel for the BorrowersParent, the Borrower or the Subsidiaries), 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 the Administrative Agent. The Administrative Agent shall be entitled to rely upon, and shall be fully protected in not incur any liability for relying upon, any notenotice, writingrequest, resolutioncertificate, noticeconsent, statement, certificateinstrument, telex, teletype or facsimile message, cablegram, radiogram, order document or other document writing (including any electronic message, internet Internet or intranet website posting or other distribution) or telephone message believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by any Person that the Administrative Agent believed to be the proper Person, and, with respect to all legal matters pertaining to this Agreement and shall not incur any other Loan Document and its duties hereunder and thereunder, upon advice of counsel selected by the Administrative Agentliability 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 a Lender, the Administrative Agent may presume that such condition is satisfactory to such Lender unless the Administrative Agent shall have received notice to the contrary from such Lender prior to the making of such Term Loan. The Administrative Agent may consult with legal counsel (who may be counsel for the BorrowersCompany and 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.

Reliance by the Administrative Agent. The Administrative Agent shall be entitled to rely upon, and shall be fully protected in not incur any liability for relying upon, any notenotice, writingrequest, resolutioncertificate, noticeconsent, statement, certificateinstrument, telex, teletype or facsimile message, cablegram, radiogram, order document or other document writing (including any electronic message, internet Internet or intranet website posting or other distribution) or telephone message believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by any Person that the Administrative Agent believed to be the proper Person, and, with respect to all legal matters pertaining to this Agreement and shall not incur any other Loan Document and its duties hereunder and thereunder, upon advice of counsel selected by the Administrative Agentliability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan Term Loan, that by its terms must be fulfilled to the satisfaction of a Lender, the Administrative Agent may presume that such condition is satisfactory to such Lender unless the Administrative Agent shall have received notice to the contrary from such Lender prior to the making of such Term Loan. The Administrative Agent may consult with legal counsel (who may be counsel for the BorrowersBorrower), 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 the Administrative Agent. (a) The Administrative Agent shall be entitled to rely upon, and shall be fully protected in not incur any liability for relying upon, any notenotice, writingrequest, resolutioncertificate, noticeconsent, statement, certificateinstrument, telex, teletype or facsimile message, cablegram, radiogram, order document or other document writing (including any electronic message, internet Internet or intranet website posting or other distribution) or telephone message believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by any Person that the Administrative Agent believed to be the proper Person, and, with respect to all legal matters pertaining to this Agreement and shall not incur any other Loan Document and its duties hereunder and thereunder, upon advice of counsel selected by the Administrative Agentliability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan Loan, that by its terms must be fulfilled to the satisfaction of a Lender, the Administrative Agent may presume that such condition is satisfactory to such Lender unless the Administrative Agent shall have received notice to the contrary from such Lender prior to the making of such Loan. The Administrative Agent may consult with legal counsel (who may be counsel for the BorrowersBorrower or the Subsidiaries), 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 the Administrative Agent. (a) The Administrative Agent shall be entitled to rely upon, and shall be fully protected in not incur any liability for relying upon, any notenotice, writingrequest, resolutioncertificate, noticeconsent, statement, certificateinstrument, telex, teletype or facsimile message, cablegram, radiogram, order document or other document writing (including any electronic message, internet Internet or intranet website posting or other distribution) or telephone message believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by any Person that the Administrative Agent believed to be the proper Person, and, with respect to all legal matters pertaining to this Agreement and shall not incur any other Loan Document and its duties hereunder and thereunder, upon advice of counsel selected by the Administrative Agentliability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan Loan, that by its terms must be fulfilled to the satisfaction of a Lender, the Administrative Agent may presume that such condition is satisfactory to such Lender unless the Administrative Agent shall have received notice to the contrary from such Lender prior to the making of such Loan. The Administrative Agent may consult with legal counsel (who may be counsel for the BorrowersLoan 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 the Administrative Agent. The Administrative Agent shall be entitled to rely upon, and shall be fully protected in not incur any liability for relying upon, any notenotice, writingrequest, resolutioncertificate, noticeconsent, statement, certificateinstrument, telex, teletype or facsimile message, cablegram, radiogram, order document or other document writing (including any electronic message, internet Internet or intranet website posting or other distribution) or telephone message believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by any Person that the Administrative Agent believed to be the proper Person, and, with respect to all legal matters pertaining to this Agreement and shall not incur any other Loan Document and its duties hereunder and thereunder, upon advice of counsel selected by the Administrative Agentliability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan Revolving Loan, that by its terms must be fulfilled to the satisfaction of a Lender, the Administrative Agent may presume that such condition is satisfactory to such Lender unless the Administrative Agent shall have received notice to the contrary from such Lender prior to the making of such Revolving Loan. The Administrative Agent may consult with legal counsel (who may be counsel for the BorrowersBorrower), 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 the Administrative Agent. (a) The Administrative Agent shall be entitled to rely uponup on, and shall be fully protected in not incur any liability for relying upon, any notenotice, writingrequest, resolutioncertificate, noticeconsent, statement, certificateinstrument, telex, teletype or facsimile message, cablegram, radiogram, order document or other document writing (including any electronic message, internet Internet or intranet website posting or other distribution) or telephone message believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by any Person that the Administrative Agent believed to be the proper Person, and, with respect to all legal matters pertaining to this Agreement and shall not incur any other Loan Document and its duties hereunder and thereunder, upon advice of counsel selected by the Administrative Agentliability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan Loan, that by its terms must be fulfilled to the satisfaction of a Lender, the Administrative Agent may presume that such condition is satisfactory to such Lender unless the Administrative Agent shall have received notice to the contrary from such Lender prior to the making of such Loan. The Administrative Agent may consult with legal counsel (who may be counsel for the BorrowersLoan 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 the Administrative Agent. The Administrative Agent shall be entitled to rely upon, and shall be fully protected in not incur any liability for relying upon, any notenotice, writingrequest, resolutioncertificate, noticeconsent, statement, certificateinstrument, telex, teletype or facsimile message, cablegram, radiogram, order document or other document writing (including any electronic message, internet Internet or intranet website posting or other distribution) or telephone message believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by any Person that the Administrative Agent believed to be the proper Person, and, with respect to all legal matters pertaining to this Agreement and shall not incur any other Loan Document and its duties hereunder and thereunder, upon advice of counsel selected by the Administrative Agentliability 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 a Lender, the Administrative Agent may presume that such condition is satisfactory to such Lender unless the Administrative Agent shall have received notice to the contrary from such Lender prior to the making of such Term Loan. The Administrative Agent may consult with legal counsel (who may be counsel for the BorrowersBorrower), 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.. 110

Reliance by the Administrative Agent. The Administrative Agent shall be entitled to rely upon, and shall be fully protected in not incur any liability for relying upon, any notenotice, writingrequest, resolutioncertificate, noticeconsent, statement, certificateinstrument, telex, teletype or facsimile message, cablegram, radiogram, order document or other document writing (including any electronic message, internet Internet or intranet website posting or other distribution) or telephone message believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by any Person that the Administrative Agent believed to be the proper Person, and, with respect to all legal matters pertaining to this Agreement and shall not incur any other Loan Document and its duties hereunder and thereunder, upon advice of counsel selected by the Administrative Agentliability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan its share of the Term Loan, that by its terms must be fulfilled to the satisfaction of a Lender, the Administrative Agent may presume that such condition is satisfactory to such Lender unless the Administrative Agent shall have received notice to the contrary from such Lender prior to the making of such the Term Loan. The Administrative Agent may consult with legal counsel (who may be counsel for the BorrowersBorrower), 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 the Administrative Agent. The Administrative Agent shall be entitled to rely upon, and shall be fully protected in not incur any liability for relying upon, any notenotice, writingrequest, resolutioncertificate, noticeconsent, statement, certificateinstrument, telex, teletype or facsimile message, cablegram, radiogram, order document or other document writing (including any electronic message, internet Internet or intranet website posting or other distribution) or telephone message believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by any Person that the Administrative Agent believed to be the proper Person, and, with respect to all legal matters pertaining to this Agreement and shall not incur any other Loan Document and its duties hereunder and thereunder, upon advice of counsel selected by the Administrative Agentliability 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 a Lender, the Administrative Agent may presume that such condition is satisfactory to such Lender unless the Administrative Agent shall have received notice to the contrary from such Lender prior to the making of such Term Loan. The Administrative Agent may consult with legal counsel (who may be counsel 136 for the BorrowersBorrower), 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 the Administrative Agent. The Administrative Agent shall be entitled to rely upon, and shall be fully protected in not incur any liability for relying upon, any note, writing, resolutionNote, notice, statementrequest, certificate, telexconsent, teletype or facsimile messagestatement, cablegraminstrument, radiogram, order document or other document writing (including any electronic message, internet Internet or intranet website posting or other distribution) or telephone message believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by any Person that the Administrative Agent believed to be the proper Personperson, and, with respect to all legal matters pertaining to this Agreement and shall not incur any other Loan Document and its duties hereunder and thereunder, upon advice of counsel selected by the Administrative Agentliability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan Loan, that by its terms must be fulfilled to the satisfaction of a Lender, the Administrative Agent may presume that such condition is satisfactory to such Lender unless the Administrative Agent shall have received notice to the contrary from such Lender prior to the making of such Loan. The Administrative Agent may consult with legal counsel (who may be counsel for the Borrowers)counsel, 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 the Administrative Agent. The Administrative Agent shall be entitled to rely upon, and shall be fully protected in relying upon, any note, writing, resolution, notice, statement, certificate, telex, teletype or facsimile message, cablegram, radiogram, order or other document (including any electronic message, internet website posting or other distribution) or telephone message signed, sent or made by any Person that the Administrative Agent believed to be the proper Person, and, with respect to all legal matters pertaining to this Agreement and any other Loan Document and its duties hereunder and thereunder, upon advice of counsel selected by the Administrative Agent. In determining compliance with any condition hereunder to the making of a Loan Loan, that by its terms must be fulfilled to the satisfaction of a Lender, the Administrative Agent may presume that such condition is satisfactory to such Lender unless the Administrative Agent shall have received notice to the contrary from such Lender prior to the making of such Loan. The Administrative Agent may consult with legal counsel (who may be counsel for the BorrowersBorrower), 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.. Section 9.07

Reliance by the Administrative Agent. The Administrative Agent shall be entitled to rely upon, and shall be fully protected in not incur any liability for relying upon, any notenotice, writingrequest, resolutioncertificate, noticeconsent, statement, certificateinstrument, telex, teletype or facsimile message, cablegram, radiogram, order document or other document writing (including any electronic message, internet Internet or intranet website posting or other distribution) or telephone message believed by it in good faith to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by any Person that the Administrative Agent believed to be the proper Person, and, with respect to all legal matters pertaining to this Agreement and shall not incur any other Loan Document and its duties hereunder and thereunder, upon advice of counsel selected by the Administrative Agentliability 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 a Lender, the Administrative Agent may presume that such condition is satisfactory to such Lender unless the Administrative Agent shall have received notice to the contrary from such Lender prior to the making of such Term Loan. The Administrative Agent may consult with legal counsel (who may be counsel for the BorrowersBorrower), 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 the Administrative Agent. The Administrative Agent shall be entitled to rely upon, and shall be fully protected in not incur any liability for relying upon, any notenotice, writingrequest, resolutioncertificate, noticeconsent, statement, certificateinstrument, telex, teletype or facsimile message, cablegram, radiogram, order document or other document writing (including any electronic message, internet Internet or intranet website posting or other distribution) or telephone message believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by any Person that the Administrative Agent believed to be the proper Person, and, with respect to all legal matters pertaining to this Agreement and shall not incur any other Loan Document and its duties hereunder and thereunder, upon advice of counsel selected by the Administrative Agentliability for relying thereon. In determining compliance with any condition hereunder to the making of a Term A Loan that by its terms must be fulfilled to the satisfaction of a Lender, the Administrative Agent may presume that such condition is satisfactory to such Lender unless the Administrative Agent shall have received notice to the contrary from such Lender prior to the making of such Term A Loan. The Administrative Agent may consult with legal counsel (who may be counsel for the Borrowers), 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 the Administrative Agent. The Administrative Agent shall be entitled to rely upon, and shall be fully protected in not incur any liability for relying upon, any notenotice, writingrequest, resolutioncertificate, noticeconsent, statement, certificateinstrument, telex, teletype or facsimile message, cablegram, radiogram, order document or other document writing (including any electronic message, internet Internet or intranet website posting or other distribution) or telephone message believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by any Person that the Administrative Agent believed to be the proper Person, and, with respect to all legal matters pertaining to this Agreement and shall not incur any other Loan Document and its duties hereunder and thereunder, upon advice of counsel selected by the Administrative Agentliability for ­ relying thereon. In determining compliance with any condition hereunder to the making of a Loan Loan, that by its terms must be fulfilled to the satisfaction of a Lender, the Administrative Agent may presume that such condition is satisfactory to such Lender unless the Administrative Agent shall have received notice to the contrary from such Lender prior to the making of such Loan. The Administrative Agent may consult with legal counsel (who may be counsel for the BorrowersBorrower), 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 the Administrative Agent. (a) The Administrative Agent shall be entitled to rely upon, and shall be fully protected in not incur any liability for relying upon, any notenotice, writingrequest, resolutioncertificate, noticeconsent, statement, certificateinstrument, telex, teletype or facsimile message, cablegram, radiogram, order document or other document writing (including any electronic message, internet Internet or intranet website posting or other distribution) or telephone message believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by any Person that the Administrative Agent believed to be the proper Person, and, with respect to all legal matters pertaining to this Agreement and shall not incur any other Loan Document and its duties hereunder and thereunder, upon advice of counsel selected by the Administrative Agentliability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan Loan, that by its terms must be fulfilled to the satisfaction of a Lender, the Administrative Agent may presume that such condition is satisfactory to such Lender unless the Administrative Agent shall have received notice to the contrary from such Lender prior to the making of such Loan. The Administrative Agent may consult with legal counsel (who may be counsel for Parent or the BorrowersSubsidiaries), 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 the Administrative Agent. The Administrative Agent shall be entitled to rely upon, and shall be fully protected in not incur any liability for relying upon, any notenotice, writingrequest, resolutioncertificate, noticeconsent, statement, certificateinstrument, telex, teletype or facsimile message, cablegram, radiogram, order document or other document writing (including any electronic message, internet Internet or intranet website posting or other distribution) or telephone message believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by any Person that the Administrative Agent believed to be the proper Person, and, with respect to all legal matters pertaining to this Agreement and shall not incur any other Loan Document and its duties hereunder and thereunder, upon advice of counsel selected by the Administrative Agentliability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan the Term Loan, that by its terms must be fulfilled to the satisfaction of a Lender, the Administrative Agent may presume that such condition is satisfactory to such Lender unless the Administrative Agent shall have received notice to the contrary from such Lender prior to the making of such portion of the Term Loan. The Administrative Agent may consult with legal counsel (who may be counsel for the BorrowersBorrower), 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.