Common use of Reliance by the Agents Clause in Contracts

Reliance by the Agents. Each 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. 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, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan, which by its terms must be fulfilled to the satisfaction of a Lender, Administrative Agent may presume that such condition is satisfactory to such Lender unless Administrative Agent shall have received notice to the contrary from such Lender prior to the making of such Loan. The Agents may consult with legal counsel (who may be counsel for 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 Agents. Each 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 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. 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, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making any Borrowing or any draft under any Letter of a Loan, which Credit that by its terms must shall be fulfilled to the satisfaction of a Lender or an Issuing Lender, the Administrative Agent may presume that such condition is satisfactory to such Lender or such Issuing Lender unless the Administrative Agent shall have received notice to the contrary from such Lender or such Issuing Lender prior to the making any such Borrowing or Letter of such LoanCredit draft. The Agents Administrative 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.

Reliance by the Agents. Each 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 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. 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, and shall not incur any liability for relying thereonthereon (provided that the foregoing is not intended to be construed or to operate in derogation of the Notice requirements in Section 11.02). In determining compliance with any condition hereunder to the making of a Loan, which or the issuance, extension, renewal or increase of a Letter of Credit, that by its terms must be fulfilled to the satisfaction of a LenderLender or an Issuing Bank, Administrative such Agent may presume that such condition is satisfactory to such Lender or Issuing Bank unless Administrative such Agent shall have received notice to the contrary from such Lender or Issuing Bank prior to the making of such LoanLoan or the issuance of such Letter of Credit. The Agents Each Agent may consult with legal counsel (who may be counsel for Borrowerthe 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 Agents. Each Agent of the Agents 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 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. Each Agent of the Agents 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, which or the issuance, extension, renewal or increase of a Letter of Credit, that by its terms must be fulfilled to the satisfaction of a LenderLender or an L/C Issuer, Administrative Agent each of the Agents may presume that such condition is satisfactory to such Lender or such L/C Issuer unless Administrative such Agent shall have received notice to the contrary from such Lender or such L/C Issuer prior to the making of such LoanLoan or the issuance of such Letter of Credit. The Each of the Agents 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.

Reliance by the Agents. Each 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, signed or 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 be 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, which or the issuance, extension, renewal or increase of a Letter of Credit, that by its terms must be fulfilled to the satisfaction of a LenderLender or an Issuing Bank, the Administrative Agent may presume that such condition is satisfactory to such Lender or such Issuing Bank unless the Administrative Agent shall have received notice to the contrary from such Lender or such Issuing Bank prior to the making of such LoanLoan or the “issuance” (as such term is defined in Section 4.02) of such Letter of Credit. The Agents Any 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.

Reliance by the Agents. Each 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 E-System, 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. 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, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making any Borrowing or any draft under any Letter of a Loan, which Credit that by its terms must shall be fulfilled to the satisfaction of a Lender or an Issuing Lender, the Administrative Agent may presume that such condition is satisfactory to such Lender or such Issuing Lender unless the Administrative Agent shall have received notice to the contrary from such Lender or such Issuing Lender prior to the making any such Borrowing or Letter of such LoanCredit draft. The Agents Administrative 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.

Reliance by the Agents. Each 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 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. 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, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan, which the issuance of a Letter of Credit or the making of any other extension of credit hereunder, that by its terms must be fulfilled to the satisfaction of a Lender, Administrative the applicable Agent may presume that such condition is satisfactory to such Lender unless Administrative such Agent shall have received notice to the contrary from such Lender prior to the making of such Loan, the issuance of such Letter of Credit or the making of such other extension of credit. The Agents Each Agent may consult with legal counsel (who may be counsel for Borrowerthe Credit 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 Agents. Each Agent The Agents 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 Internet or intranet website posting or other distribution) believed by it them to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. Each 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 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, which or the issuance of a Letter of Credit, that by its terms must be fulfilled to the satisfaction of a LenderLender or an L/C Issuer, the Administrative Agent may presume that such condition is satisfactory to such Lender or such L/C Issuer unless the Administrative Agent shall have received notice to the contrary from such Lender or such L/C Issuer prior to the making of such LoanLoan or the issuance of such Letter of Credit. The Agents may consult with legal counsel (who may be counsel for the Borrower), independent accountants and other experts selected by itthem, and shall not be liable for any action taken or not taken by it them in accordance with the advice of any such counsel, accountants or experts.

Reliance by the Agents. Each Agent The Agents 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 in good faith to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. Each Agent The Agents also may rely upon any statement made to it orally or by telephone and believed by it in good faith 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, which any Loan or issuance of any Letter of Credit that by its terms must be fulfilled to the satisfaction of a LenderLender or an Issuing Bank, Administrative Agent the Agents may presume that such condition is satisfactory to such Lender unless Administrative Agent the Agents shall have received notice to the contrary from such Lender or such Issuing Bank prior to the making of such LoanLoan or issuance of such Letter of Credit. The Agents may consult with legal counsel (who may be counsel for BorrowerHoldings, any Borrower or their respective Affiliates), 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 Agents. Each 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 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. 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, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan, which or the issuance of a Letter of Credit, that by its terms must be fulfilled to the satisfaction of a LenderLender or L/C Issuer, the Administrative Agent may presume that such condition is satisfactory to such Lender or L/C Issuer unless the Administrative Agent shall have received notice to the contrary from such Lender or L/C Issuer prior to the making of such LoanLoan or the issuance of such Letter of Credit. The Agents Agent may consult with legal counsel (who may be counsel for 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 Agents. Each 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 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. 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, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Revolving Loan, which or the issuance of a Letter of Credit, that by its terms must be fulfilled to the satisfaction of a LenderLender or a Letter of Credit Issuer, Administrative any Agent may presume that such condition is satisfactory to such Lender or such Letter of Credit Issuer unless Administrative the such Agent shall have received notice to the contrary from such Lender or the Letter of Credit Issuer prior to the making of such LoanRevolving Loan or the issuance of such Letter of Credit. The Agents Each Agent may consult with legal counsel (who may be counsel for Borrowerthe Loan 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 Agents. Each 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 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. 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, and shall not incur any liability for relying thereonthereon (provided that the foregoing is not intended to be construed or to operate in derogation of the Notice requirements in Section 11.02). In determining compliance with any condition hereunder to the making of a Loan, which or the issuance, extension, renewal or increase of a Letter of Credit, that by its terms must be fulfilled to the satisfaction of a LenderLender or an Issuing Bank, Administrative such Agent may presume that such condition is satisfactory to such Lender or Issuing Bank unless Administrative such Agent shall have received notice to the contrary from such Lender or Issuing Bank prior to the making of such LoanLoan or the issuance of such Letter of Credit. The Agents Each 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.

Reliance by the Agents. Each The Administrative 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 Internet or intranet website posting or other distribution) believed by it in good faith to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. Each 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 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, which or the issuance, amendment, renewal or extension of a Letter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender or any Issuing Lender, the Administrative Agent may presume that such condition is satisfactory to such Lender or any Issuing Lender unless the Administrative Agent shall have received notice to the contrary from such Lender or such Issuing Lender prior to the making of such LoanLoan or the issuance of such Letter of Credit. The Agents Administrative Agent may consult with legal counsel (who may be counsel for Borrowerthe Loan Parties), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in good faith in accordance with the advice of any such counsel, accountants or experts.

Reliance by the Agents. Each 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 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. 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, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan, which or the issuance, extension, renewal or increase of a Letter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender or an Issuing Lender, Administrative each Agent may presume that such condition is satisfactory to such Lender or such Issuing Lender unless Administrative such Agent shall have received notice to the contrary from such Lender or such Issuing Lender prior to the making of such LoanLoan or the issuance of such Letter of Credit. The Agents Each Agent may consult with legal counsel (who may be counsel for the Parent 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 Agents. Each Agent The Agents 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 Internet or intranet website posting or other distribution) believed by it them to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. Each The Administrative Agent and the Pre-Funded L/C 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, which or the issuance of a Letter of Credit, that by its terms must be fulfilled to the satisfaction of a LenderLender or an L/C Issuer, the Administrative Agent or the Pre-Funded L/C Facility Agent, as the case may be, may presume that such condition is satisfactory to such Lender or such L/C Issuer unless the Administrative Agent or the Pre-Funded L/C Facility Agent, as the case may be, shall have received notice to the contrary from such Lender or such L/C Issuer prior to the making of such LoanLoan or the issuance of such Letter of Credit. The Agents may consult with legal counsel (who may be counsel for the Borrower), independent accountants and other experts selected by itthem, and shall not be liable for any action taken or not taken by it them in accordance with the advice of any such counsel, accountants or experts.

Reliance by the Agents. Each of the Administrative Agent and the Collateral Agent shall be entitled to rely uponrely, and shall not incur be fully protected in relying, upon any liability for relying uponwriting, any communication, signature, resolution, representation, notice, requestconsent, certificate, consentaffidavit, statementletter, instrumenttelegram, facsimile, telex or telephone message, electronic mail message, statement or other document or other writing (including any electronic message, internet or intranet website posting or other distribution) conversation believed by it 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 PersonPerson or Persons, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making upon advice and statements of a Loan, which by its terms must be fulfilled to the satisfaction of a Lender, Administrative Agent may presume that such condition is satisfactory to such Lender unless Administrative Agent shall have received notice to the contrary from such Lender prior to the making of such Loan. The Agents may consult with legal counsel (who may be including counsel for Borrowerto any Credit Party), independent accountants and other experts selected by itsuch the Administrative Agent or Collateral Agent. Each of the Administrative Agent and the Collateral Agent shall be fully justified in failing or refusing to take any action under any Credit Document unless it shall first receive such advice or concurrence of the Required Lenders as it deems appropriate and, if it so requests, it shall first be indemnified to its satisfaction by the 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. Each of the Administrative Agent and the Collateral Agent shall not in all cases be liable for fully protected in acting, or in refraining from acting, under this Agreement or any other Credit Document in accordance with a request or consent of the Required Lenders (or such greater number of Lenders as may be expressly required hereby in any instance) and such request and any action taken or not taken by it in accordance with failure to act pursuant thereto shall be binding upon all the advice of any such counsel, accountants or expertsLenders.

Reliance by the Agents. Each 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 in good faith to be genuine 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 in good faith 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, which any Loan or issuance of any Letter of Credit that by its terms must be fulfilled to the satisfaction of a LenderLender or an Issuing Bank, Administrative Agent the Agents may presume that such condition is satisfactory to such Lender unless Administrative Agent the Agents shall have received notice to the contrary from such Lender or such Issuing Bank prior to the making of such LoanLoan or issuance of such Letter of Credit. The Agents may consult with legal counsel (who may be counsel for BorrowerHoldings, the Borrower or their respective Affiliates), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it them in accordance with the advice of any such counsel, accountants or experts.