Common use of Reliance on Communications Clause in Contracts

Reliance on Communications. 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, 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, without limitation, counsel to any of the Credit Parties, independent accountants and other experts selected by the Agent with reasonable care). The Agent may deem and treat each Lender as the owner of its interests hereunder for all purposes. The Agent shall be fully justified in failing or refusing to take any action under this Credit Agreement or under any of the other Credit Documents 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. The Agent shall act and refrain from acting, and in all cases be fully protected in acting, or in refraining from acting, hereunder or under any of the other Credit Documents in accordance with a request of the Required Lenders (or to the extent specifically provided in Section 11.2., all the Lenders) and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders (including their successors and assigns).

Reliance on Communications. 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, 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, without limitation, counsel to any of the Credit Parties, independent accountants and other experts selected by the Agent with reasonable care). The Agent may deem and treat each Lender as the owner of its interests hereunder for all purposespurposes unless a written notice of assignment, negotiation or transfer thereof shall have been filed with the Agent in accordance with Section 11.3(b). The Agent shall be fully justified in failing or refusing to take any action under this Credit Agreement or under any of the other Credit Documents 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. The Agent shall act and refrain from acting, and in all cases be fully protected in acting, or in refraining from acting, hereunder or under any of the other Credit Documents in accordance with a request of the Required Lenders (or to the extent specifically provided in Section 11.2.11.6, all the Lenders) and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders (including their successors and assigns).

Reliance on Communications. The Agent Each of the Agents shall be entitled to rely, and shall be fully protected in relying, upon any note, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex telex, teletype or teletype 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 Persons, and upon advice and statements of legal counsel (including, without limitation, including counsel to any of the Credit PartiesObligors), independent accountants and other experts selected by the Agent Agents or any of them with reasonable care). The Agent Each of the Agents may deem and treat the Lenders and each Lender of them as the owner of its interests hereunder for all purposespurposes unless a written notice of assignment, negotiation or transfer thereof shall have been filed with the Agents in accordance with Section 11.3. The Agent Agents and each of them shall be fully justified in failing or refusing to take any action under this Credit Agreement or under any of the other Credit Documents unless it they or it, as the case may be, shall first receive such advice or concurrence of the Required Majority Lenders or any of them as it deems they deem appropriate or they or it shall first be indemnified to its or their satisfaction by the Lenders or any of them against any and all liability and expense which may be incurred by it or them by reason of taking or continuing to take any such action. The Agent Agents and each of them shall act and refrain from acting, and in all cases be fully protected in acting, or in refraining from acting, hereunder or under any of the other Credit Documents in accordance with a request of the Required Majority Lenders (or to the extent specifically provided in Section 11.2.11.6, all the Lenders) ), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders (including their successors and assigns).

Reliance on Communications. The Agent In each case in the absence of gross negligence or willful misconduct, the Agents shall be entitled to rely, and shall be fully protected in relying, upon any note, writing, resolution, notice, consent, certificate, affidavit, letter, email, 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, without limitation, counsel to any of the Credit Borrower Parties, independent accountants and other experts selected by the Agent Agents with reasonable care). The Each Agent may deem and treat each Lender as the owner of its interests hereunder for all purposespurposes unless a written notice of assignment, negotiation or transfer thereof shall have been filed with the Administrative Agent in accordance USActive 58236919.3 -110- with Section 12.11(c) hereof. The Each Agent shall be fully justified in failing or refusing to take any action under this Credit Agreement or under any of the other Credit Loan Documents 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. The Each Agent shall act and refrain from acting, and in all cases be fully protected in acting, or in refraining from acting, hereunder or under any of the other Credit Loan Documents in accordance with a request of the Required Lenders (or to the extent specifically provided in Section 11.2.required, all of the Lenders) and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders (including their successors and assigns).

Reliance on Communications. The Agent Lessor shall be entitled to rely, and shall be fully protected in relying, upon any note, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order or other document or conversation believed by it in good faith 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 any of the Credit PartiesLessee or Guarantor), independent accountants and other experts selected by the Agent Lessor with reasonable care). The Agent Lessor may deem and treat each Lender the Participants as the owner of its their respective interests hereunder and under the other Operative Documents for all purposespurposes unless a written notice of assignment, negotiation or transfer thereof shall have been filed with the Agent Lessor in accordance with Section 12.1 of the Participation Agreement. The Agent Lessor, acting in its capacity as Agent Lessor, shall be fully justified in failing or refusing to take any action under this Credit Participation Agreement or under any of the other Credit Operative Documents unless it shall first receive such advice or concurrence of the Required Lenders Lessors as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders Participants 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 Agent Lessor shall act and refrain from acting, and in all cases be fully protected in acting, or in refraining from acting, hereunder or under any of the other Credit Operative Documents in accordance with a request of the Required Lenders (or to the extent specifically provided in Section 11.2., all the Lenders) Lessors and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders Participants (including their successors and assigns).

Reliance on Communications. The Agent Lessor shall be entitled to rely, and shall be fully protected in relying, upon any note, 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, without limitation, counsel to any of the Credit PartiesBevexxx Xxxity, independent accountants and other experts selected by the Agent Lessor with reasonable care). The Agent Lessor may deem and treat each Lender the Participants as the owner of its their respective interests hereunder and under the other Operative Documents for all purposespurposes unless a written notice of assignment, negotiation or transfer thereof shall have been filed with the Agent Lessor in accordance with Section 12.1 of the Participation Agreement. The Agent Lessor, acting in its capacity as Agent Lessor, shall be fully justified in failing or refusing to take any action under this Credit Participation Agreement or under any of the other Credit Operative Documents unless it shall first receive such advice or concurrence of the Required Lenders Lessors as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders Participants 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 Agent Lessor shall act and refrain from acting, and in all cases be fully protected in acting, or in refraining from acting, hereunder or under any of the other Credit Operative Documents in accordance with a request of the Required Lenders (or to the extent specifically provided in Section 11.2., all the Lenders) Lessors and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders Participants (including their successors and assigns).

Reliance on Communications. 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, 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, without limitation, counsel to any of the Credit Parties, independent accountants and other experts selected by the Agent with reasonable care). The Agent may deem and treat each Lender as the owner of its interests hereunder for all purposes. The Agent shall be fully justified in failing or refusing to take any action under this Credit Agreement or under any of the other Credit Documents 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. The Agent shall act and refrain from acting, and in all cases be fully protected in acting, or in refraining from acting, hereunder or under any of the other Credit Documents in accordance with a request of the Required Lenders (or to the extent specifically provided in Section 11.2.15.2 or Section 11.3, all the Lenders) and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders (including their successors and assigns).