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 note, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, facsimile or e-mail 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, without limitation, counsel to the Borrower or any Guarantor), independent accountants and other experts selected by 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 as it deems appropriate or 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. As between the Collateral Agent and the Lenders, 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, and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders.

Reliance by the Collateral Agent. The Collateral Agent shall be entitled to rely, and shall be fully protected in relying, upon any noteinstrument, writing, resolution, notice, consent, certificate, affidavit, letter, cablegramtelecopy, telegram, facsimile telex or e-mail 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, Persons and upon advice and statements of legal counsel (including, without limitation, including counsel to the Borrower or any GuarantorCompany), independent accountants and other experts selected by 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 the applicable Note Document unless it shall first receive such advice or concurrence of the Required Lenders Holders (or, if so specified by this Agreement, all holders of the Notes) as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders holders of the Notes 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. As between the Collateral Agent and the Lenders, the The Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the other Loan applicable Note Documents in accordance with a request of the Required LendersHolders (or, if so specified by this Agreement, all holders of the Notes), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lendersholders of the Notes and all future holders of the Notes.

Reliance by the Collateral Agent. The Collateral Agent shall be entitled to rely, and shall be fully protected in relying, upon any noteNote, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, facsimile telecopy, telex or e-mail 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, Persons and upon advice and statements of legal counsel (including, without limitation, counsel to the Borrower or any GuarantorCompany), 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 Transaction Document unless it shall first receive such advice or concurrence of the Required Lenders Holders (or, where unanimous consent of the Holders is expressly required hereunder or thereunder, such 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 which may be incurred by it by reason of taking or continuing to take any such action. As between the Collateral Agent and the Lenders, the 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 LendersHolders, and such request and any action taken or failure to act pursuant thereto shall be binding upon all the LendersPurchasers and all future Holders of the Notes.

Reliance by the Collateral Agent. The Collateral Agent shall be entitled to rely, and shall be fully protected in relying, upon any noteNote, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, facsimile telecopy, telex or e-mail 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, Persons and upon advice and statements of legal counsel (including, without limitation, counsel to the Borrower or any GuarantorCompany), 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 Transaction Document unless it shall first receive such advice or concurrence of the Required Lenders Holders (or, where unanimous consent of the Holders is expressly required hereunder or thereunder, such 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 which may be incurred by it by reason of taking or continuing to take any such action. As between the Collateral Agent and the Lenders, the 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, and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders.from

Reliance by the Collateral Agent. The Collateral Agent shall be entitled to rely, and shall be fully protected in relying, upon any noteNote, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, facsimile telecopy, telex or e-mail 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, Persons and upon advice and statements of legal counsel (including, without limitation, counsel to the Borrower or any GuarantorCompany), 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 Transaction Document unless it shall first receive such advice or concurrence of the Required Lenders Holders (or, where unanimous consent of the Holders is expressly required hereunder or thereunder, such 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 54 which may be incurred by it by reason of taking or continuing to take any such action. As between the Collateral Agent and the Lenders, the 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 LendersHolders, and such request and any action taken or failure to act pursuant thereto shall be binding upon all the LendersPurchasers and all future Holders of the Notes.

Reliance by the Collateral Agent. The Collateral Agent shall be entitled to rely, and shall be fully protected in relying, upon any noteNote, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, facsimile telecopy, telex or e-mail 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, Persons and upon advice and statements of legal counsel (including, without limitation, counsel to the Borrower or any GuarantorCompany), 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 Transaction Document unless it shall first receive such advice or concurrence of the Required Lenders Holders (or, where unanimous consent of the Holders is expressly required hereunder or thereunder, such 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 which may be incurred by it by reason of taking or continuing to take any such action. As between the Collateral Agent and the Lenders, the 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 LendersHolders, and such request and any action taken or failure to act pursuant thereto shall be binding upon all the LendersPurchasers and all future Holders of the Notes.