Common use of Reliance by the Agents Clause in Contracts

Reliance by the Agents. Each of the Agents 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 in good faith 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 CSSW Parent and the Borrower), independent accountants and other experts selected by any such Agent. Each of the Agents shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Document (a) if such action would, in the opinion of such Agent (upon consultation with counsel), be contrary to applicable Requirements of Law or the terms of any Loan Document, (b) if such action is not specifically provided for in the Loan Documents to which such Agent is a party, and it shall not have received such advice or concurrence of the Majority Lenders as it deems appropriate, or (c) unless, if it so requests, such Agent 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 Agents 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 Majority Lenders and such request and any action taken or failure to act pursuant thereto shall be binding upon all of the Secured Parties.

Reliance by the Agents. Each of the Agents Agent shall be entitled to rely, and shall be fully protected in relying, upon any Note, writing, resolution, notice, consent, certificate, affidavit, letter, telegram, facsimiletelecopy, telex or telephone teletype message, statement statement, order or other document or conversation in good faith (including any electronic message, Internet or intranet website posting or other distribution) reasonably 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 . Each Agent may consult with legal counsel (including who may be counsel to CSSW Parent and 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. Each Agent may deem and treat the payee of any Note delivered hereunder as the owner thereof for all purposes unless a written notice of assignment, negotiation or transfer thereof shall have been filed with such Agent. Each of the Agents Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Document (a) if such action would, in the opinion of such Agent (upon consultation with counsel), be contrary to applicable Requirements of Law or the terms of any Loan Document, (b) if such action is not specifically provided for in the Loan Documents to which such Agent is a party, and unless it shall not have received first receive such advice or concurrence of the Majority Lenders as and it deems appropriate, or (c) unless, if it so requests, such Agent 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. Nothing contained in this Agreement or the other Loan Documents shall require any Agent to advance or expend its own funds. Each of the Agents Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any and the other Loan Document Documents in accordance with a request or consent of the Majority Lenders and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the Secured PartiesLoans.

Reliance by the Agents. Each of the Agents Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, communication, signature, resolution, representation, notice, consent, certificate, affidavit, letter, telegram, facsimile, telex or telephone message, statement or other document or conversation in good faith 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 CSSW Parent and the Borrowerany Loan Party), independent accountants and other experts selected by any such the Administrative Agent. Each of the Agents The Administrative Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Document (a) if such action would, in the opinion of such Agent (upon consultation with counsel), be contrary to applicable Requirements of Law or the terms of any Loan Document, (b) if such action is not specifically provided for in the Loan Documents to which such Agent is a party, and unless it shall not have received first receive such advice or concurrence of the Majority Required Lenders as it deems appropriate, or (c) unlessappropriate and, if it so requests, such Agent 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 Agents The Administrative 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 Majority Required Lenders or all the Lenders, if required hereunder, and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and participants. Where this Agreement expressly permits or prohibits an action unless the Required Lenders otherwise determine, the Administrative Agent shall, and in all other instances, the Administrative Agent may, but shall not be required to, initiate any solicitation for the consent or a vote of the Secured PartiesLenders.

Reliance by the Agents. Each of the The Agents shall be entitled to rely, and shall be fully protected in relying, upon any writing, resolution, notice, consent, certificate, affidavit, letter, telegram, facsimiletelefacsimile or other electronic method of transmission, telex or telephone message, statement or other document or conversation in good faith believed by it to be genuine and correct and to have been signed, sent sent, or made by the proper Person or Persons, and upon advice and statements of legal counsel (including counsel to CSSW Parent and the BorrowerBorrowers or counsel to any Lender), independent accountants and other experts selected by any such Agentthe Agents. Each of the The Agents shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Document (a) if such action would, in Document. Unless the opinion of such Agent (upon consultation with counsel), be contrary to applicable Requirements of Law or the terms of any Loan Document, (b) if such action is not specifically provided for in the Loan Documents to which such Agent is a party, and it Agents shall not have received first receive such advice or concurrence of the Majority requisite Lenders as it deems appropriatethey deem appropriate and until such instructions are received, or (c) unless, if it the Agents shall refrain from acting as they may deem advisable. If any Agent so requests, such Agent it shall first be indemnified to its reasonable satisfaction by the Lenders against any and all liability and expense which that may be incurred by it by reason of taking or continuing to take any such action. Each of the Agents 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 Majority requisite Lenders and such request and any action taken or any failure to act pursuant thereto shall be binding upon all of the Secured PartiesLenders.