Common use of Reliance by the Agent Clause in Contracts

Reliance by the Agent. The Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, resolution, notice, consent, certificate, affidavit, letter, telegram, facsimile, telex or telephone message, statement or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, and upon advice and statements of legal counsel (including counsel to Issuer), independent accountants and other experts selected by the Agent. The Agent shall be fully justified in failing or refusing to take any action under this Loan Agreement or any other Transaction Document unless it shall first be indemnified to its satisfaction by the Noteholders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action (the unsecured indemnity of a Rated Institutional Noteholder deemed sufficient for such purpose). The Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Loan Agreement or any other Transaction Document in accordance with a request or consent of the Majority of Holders and such request and any action taken or failure to act pursuant thereto shall be binding upon all of the Noteholders.

Reliance by the Agent. The Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, resolution, notice, consent, certificate, affidavit, letter, telegram, facsimile, telex or telephone message, statement or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, and upon advice and statements of legal counsel (including counsel to Issuerthe Borrowers), independent accountants and other experts selected by the Agent. The Agent shall be fully justified in failing or refusing to take any action under this Loan Agreement or any other Transaction Loan Document unless it shall first receive such advice or concurrence of the Majority Lenders as it deems appropriate and, if it so requests, it shall first be indemnified to its satisfaction by the Noteholders Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action (the unsecured indemnity of a Rated Institutional Noteholder deemed sufficient for such purpose)action. The Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Loan Agreement or any other Transaction Loan Document in accordance with a request or consent of the Majority of Holders Lenders (or all Lenders if so required by Section 11.1) and such request and any action taken or failure to act pursuant thereto shall be binding upon all of the NoteholdersLenders.

Reliance by the Agent. (a) The Agent shall be entitled to rely, and --------------------- shall be fully protected in relying, upon any writing, resolution, notice, consent, certificate, affidavit, letter, telegram, facsimile, telex or telephone message, statement or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, and upon advice and statements of legal counsel (including counsel to Issuerthe Company), independent accountants and other experts selected with reasonable care by the Agentit. The Agent shall be fully justified in failing or refusing to take any action under this Loan Agreement or any other Transaction Loan Document unless it shall first receive such advice or concurrence of the Majority Banks as it deems appropriate and, if it so requests, it shall first be indemnified to its satisfaction by the Noteholders Banks against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action (the unsecured indemnity of a Rated Institutional Noteholder deemed sufficient for such purpose)action. The Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Loan Agreement or any other Transaction Loan Document in accordance with a request or consent of the Majority of Holders Banks and such request and any action taken or failure to act pursuant thereto shall be binding upon all of the NoteholdersBanks.

Reliance by the Agent. The Agent shall in all cases be entitled to rely, and shall be fully protected in relying, upon any writing, resolution, notice, consent, certificate, affidavit, letter, telegram, facsimile, telex or telephone message, statement or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, Persons and upon advice and statements of legal counsel (including including, without limitation, counsel to Issuerthe Borrower), independent accountants and other experts selected by the Agent. The Agent shall in all cases be fully justified in failing or refusing to take any action under this Loan Agreement or any other Transaction Document unless it shall first receive such advice or concurrence of the Lender as it deems appropriate and it shall first be indemnified to its satisfaction by the Noteholders against Lender, provided, that unless and until the Agent shall have received such advice, the Agent may take or refrain from taking any action, as the Agent shall deem advisable and all liability and expense which may be incurred by it by reason in the best interests of taking or continuing to take any such action (the unsecured indemnity of a Rated Institutional Noteholder deemed sufficient for such purpose)Lender. The Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Loan Agreement or any other Transaction Document in accordance with a request or consent of the Majority of Holders Lender and such request and any action taken or failure to act pursuant thereto shall be binding upon all of the NoteholdersLender.

Reliance by the Agent. (a) The Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, resolution, notice, consent, certificate, affidavit, letter, telegram, facsimile, telex or telephone message, statement or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, and upon advice and statements of legal counsel (including counsel to IssuerBorrower), independent accountants and other experts selected by the Agent. The Agent shall be fully justified in failing or refusing to take any action under this Loan Agreement or any other Transaction Document unless it shall first receive such advice or concurrence of the majority of Banks as it deems appropriate and, if it so requests, it shall first be indemnified to its satisfaction by the Noteholders Banks against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action (the unsecured indemnity of a Rated Institutional Noteholder deemed sufficient for such purpose)action. The Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Loan Agreement or any other Transaction Document in accordance with a request or consent of the Majority majority of Holders Banks and such request and any action taken or failure to act pursuant thereto shall be binding upon all of the NoteholdersBanks.

Reliance by the Agent. The Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, resolution, notice, consent, certificate, affidavit, letter, telegram, facsimile, telex or telephone message, statement or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, and upon advice and statements of legal counsel (including counsel to IssuerBorrower), independent accountants and other experts selected by the Agent. The Agent shall be fully justified in failing or refusing to take any action under this Loan Agreement or any other Transaction Document unless it shall first be indemnified to its satisfaction by the Noteholders Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action (the unsecured indemnity of a Rated Institutional Noteholder Lender deemed sufficient for such purpose). The Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Loan Agreement or any other Transaction Document in accordance with a request or consent of the Majority of Holders Lenders and such request and any action taken or failure to act pursuant thereto shall be binding upon all of the NoteholdersLenders.

Reliance by the Agent. The Agent shall be entitled to rely, and shall be fully protected in relying, upon any note, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, facsimiletelecopy, telex or telephone teletype message, statement statement, order or other document or conversation believed by it them to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, Persons and upon advice and statements of legal counsel (including counsel to Issuer), opinion from independent accountants and other experts selected by the Agentsuch agent. The Agent shall be fully justified in failing or refusing to take any action under this Loan Agreement unless they shall first receive such advice or any other Transaction Document unless it concurrence of the Lenders as they deem appropriate or they shall first be indemnified to its their satisfaction by the Noteholders Lenders against any and all liability and expense which may be incurred by it them by reason of taking or continuing to take any such action (the unsecured indemnity of a Rated Institutional Noteholder deemed sufficient for such purpose)action. The Agent shall in all cases be fully protected in acting, acting or in refraining from acting, under this Loan Agreement or any other Transaction Document in accordance with a request or consent of the Majority of Holders Lenders (or to the extent specifically provided in Section 11.12, all the Lenders), and such request and any action taken or failure to act pursuant thereto shall be binding upon all of the NoteholdersLenders.

Reliance by the Agent. The Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, resolution, notice, consent, certificate, affidavit, letter, telegram, facsimile, telex or telephone message, statement or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person person or Persons, and upon advice and statements of legal counsel (including counsel to Issuer), independent accountants and other experts selected by the Agent. The Agent shall be fully justified in failing or refusing to take any action under this Master Loan Agreement or any other Transaction Related Document unless it shall first be indemnified to its satisfaction by the Noteholders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action (the unsecured indemnity of a Rated Institutional Noteholder deemed sufficient for such purpose)action. The Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Master Loan Agreement or any other Transaction Related Document in accordance with a request or consent of the Majority of Holders and such request and any action taken or failure to act pursuant thereto shall be binding upon all of the Noteholders.