Common use of Reliance by the Collateral Agent Clause in Contracts

Reliance by the Collateral Agent. The Collateral Agent shall be entitled to rely, and shall be fully protected in relying, upon any instrument, writing, resolution, notice, consent, certificate, affidavit, letter, telecopy, telex or teletype message, statement, order 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 the Borrower and the Guarantors), independent accountants and other experts selected by the Collateral Agent. The Collateral Agent may deem and treat the payee of any note as the owner thereof for all purposes unless a written notice of assignment, negotiation or transfer thereof shall have been filed with the Collateral Agent. The Collateral Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Document unless it shall first receive such advice or concurrence of the Required Lenders (or, if so specified by this Agreement, all or other requisite Lenders) as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense that may be incurred by it by reason of taking or continuing to take any such action. The Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the other Loan Documents in accordance with a request of the Required Lenders (or, if so specified by this Agreement, all 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 Loans.

Reliance by the Collateral Agent. The Collateral Agent shall be entitled to relyrely upon, and shall be fully protected in relyingnot incur any liability for relying upon, upon any instrumentnotice, writingrequest, resolution, noticecertificate, consent, certificatestatement, affidavitinstrument, letter, telecopy, telex document or teletype other writing (including any electronic message, statement, order internet or intranet website posting or other document or conversation distribution) believed by it to be genuine and correct and to have been signed, sent or made otherwise authenticated by the proper Person Person. Whenever reference is made in this Agreement or Persons and upon advice and statements of legal counsel any other Transaction Document to any discretionary action by consent, designation, specification, requirement or approval of, notice, request or other communication from, or other direction given (including counsel a direction given to the Borrower and Collateral Agent to act under the Guarantors)Transaction Documents) or action to be undertaken or to be (or not to be) suffered or omitted by the Collateral Agent or to any election, independent accountants and decision, opinion, acceptance, use of judgment, expression of satisfaction or other experts selected exercise of discretion, rights or remedies to be made (or not to be made) by the Collateral Agent. The Collateral Agent may deem and treat , it is understood that in all cases that the payee of any note as the owner thereof for all purposes unless a written notice of assignment, negotiation or transfer thereof shall have been filed with the Collateral Agent. The Collateral Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Transaction Document unless it shall first receive such written instruction, advice or concurrence of the Required Lenders (oror such other number or percentage of the Lenders as shall be expressly provided for in the Transaction Documents. Notwithstanding anything else to the contrary in the Transaction Documents, if so specified by this Agreement, all the Collateral Agent may refrain from acting in accordance with any instructions or other requisite Lenders) as it deems appropriate or requests unless it shall first be indemnified to its satisfaction by the Lenders against any and all liability liability, cost and expense that may be incurred by it by reason of taking or continuing to take any such actionaction in compliance with the instruction or request. The Collateral Agent shall in all cases be fully protected by the Lenders in acting, or in refraining from acting, under this Agreement and the other Loan Documents Transaction Document in accordance with a request of the Required Lenders (or, if so specified by this Agreement, all Lendersor such other number or percentage of the Lenders as shall be expressly provided for in the Transaction Documents), 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 LoansLenders.

Reliance by the Collateral Agent. The Collateral Agent shall be entitled to rely, and shall be fully protected in relying, upon any instrumentNote, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order 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 including, without limitation, counsel to the Borrower and the GuarantorsCompany), independent accountants and other experts selected by the Collateral Agent. The Collateral Agent may deem and treat the payee of any note Note as the owner thereof for all purposes unless a written notice of assignment, negotiation or transfer thereof shall have been filed with the Collateral Agent. The Collateral Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Transaction Document unless it shall first receive such advice or concurrence of the Required Lenders Holders (or, if so specified by this Agreementwhere unanimous consent of the Holders is expressly required hereunder or thereunder, all or other requisite Lenderssuch Holders) as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders Holders against any and all liability Liability and expense that which may be incurred by it by reason of taking or continuing to take any such action. The Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the other Loan Documents any Transaction Document in accordance with a request of the Required Lenders (or, if so specified by this Agreement, all Lenders)Holders, and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders Purchasers and all future holders Holders of the LoansNotes.

Reliance by the Collateral Agent. The Collateral Agent shall be entitled to rely, and shall be fully protected in relying, upon any instrumentNote, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order 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 including, without limitation, counsel to the Borrower and the GuarantorsCompany), independent accountants and other experts selected by the Collateral Agent. The Collateral Agent may deem and treat the payee of any note Note as the owner thereof for all purposes unless a written notice of assignment, negotiation or transfer thereof shall have been filed with the Collateral Agent. The Collateral Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Transaction Document unless it shall first receive such advice or concurrence of the Required Lenders Holders (or, if so specified by this Agreementwhere unanimous consent of the Holders is expressly required hereunder or thereunder, all or other requisite Lenderssuch Holders) as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders Holders against any and all liability and expense that which may be incurred by it by reason of taking or continuing to take any such action. The Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the other Loan Documents any Transaction Document in accordance with a request of the Required Lenders (or, if so specified by this Agreement, all Lenders)Holders, and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders Purchasers and all future holders Holders of the LoansNotes.

Reliance by the Collateral Agent. The Collateral Agent shall be entitled to rely, and shall be fully protected in relying, upon any instrumentNote, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order 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 including, without limitation, counsel to the Borrower and the GuarantorsCompany), independent accountants and other experts selected by the Collateral Agent. The Collateral Agent may deem and treat the payee of any note Note as the owner thereof for all purposes unless a written notice of assignment, negotiation or transfer thereof shall have been filed with the Collateral Agent. The Collateral Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Transaction Document unless it shall first receive such advice or concurrence of the Required Lenders Holders (or, if so specified by this Agreementwhere unanimous consent of the Holders is expressly required hereunder or thereunder, all or other requisite Lenderssuch Holders) as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders Holders against any and all liability Liability and expense that 54 which may be incurred by it by reason of taking or continuing to take any such action. The Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the other Loan Documents any Transaction Document in accordance with a request of the Required Lenders (or, if so specified by this Agreement, all Lenders)Holders, and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders Purchasers and all future holders Holders of the LoansNotes.

Reliance by the Collateral Agent. The Collateral Agent shall be entitled to rely, and shall be fully protected in relying, upon any instrumentnote, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order or other document or conversation believed by it to be genuine and correct in conformance with the applicable requirements (if any) of the relevant Transaction Documents and to have been signed, sent or made by the representative of the proper Person or Persons concerned and upon advice and statements of legal counsel (including including, without limitation, counsel to the Borrower and the GuarantorsCompany), independent accountants and other experts selected by the Collateral Agent. The In connection with any request of the Required Holders, the Collateral Agent may deem and treat the payee shall be fully protected in relying on a certificate of any note as the owner thereof for all purposes unless a written notice Person, signed or purported to be signed by an authorized representative of assignment, negotiation or transfer thereof shall have been filed with the Collateral Agentsuch Person. The Collateral Agent shall be fully justified in failing or refusing to take any action under this Agreement or any of the other Loan Document unless Transaction Documents (a) if such action would, in the reasonable opinion of the Collateral Agent, be contrary to law or the terms of this Agreement or any of the other Transaction Document, (b) if such action is not specifically provided for in this Agreement or any of the other Transaction Documents, it shall first receive not have received any such advice or concurrence of the Required Lenders (or, if so specified by this Agreement, all or other requisite Lenders) Holders as it deems appropriate appropriate, or (c) if, in connection with the taking of any such action that would constitute an exercise of remedies under this Agreement or any of the other Transaction Documents, it shall not first be indemnified to its reasonable satisfaction by the Lenders Company or the Purchasers against any and all liability and expense that which may be incurred by it by reason of taking or continuing to take any such action. The Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and or any of the other Loan Transaction Documents in accordance with a request of the Required Lenders (or, if so specified by this Agreement, all Lenders)Holders, and such request and any action taken or failure to act pursuant hereto or thereto shall be binding upon all the Lenders Purchasers. The Collateral Agent shall be entitled to rely, and all future holders shall be fully protected in relying upon, any certificate of the LoansCompany (or any paying agent, registrar or other agent of the Company) or holder of the Permitted Senior Debt as to the identity and amount of Permitted Senior Debt held by a holder of the Permitted Senior Debt.