Common use of Reliance on Documents; Counsel Clause in Contracts

Reliance on Documents; Counsel. Each Agent shall be entitled to rely upon any Note, notice, consent, certificate, affidavit, letter, telegram, statement, paper or document believed by it to be genuine and correct and to have been signed or sent by the proper person or persons, and, in respect to legal matters, upon the opinion of counsel selected by such Agent, which counsel may be employees of such Agent.

Reliance on Documents; Counsel. Each The Agent shall be entitled to rely ------------------------------ upon any Note, notice, consent, certificate, affidavit, letter, telegram, statement, paper or document believed by it to be genuine and correct and to have been signed or sent by the proper person or persons, and, in respect to legal matters, upon the opinion of counsel selected by such the Agent, which counsel may be employees of such the Agent.

Reliance on Documents; Counsel. Each The Agent shall be entitled to ------------------------------ rely upon any Note, notice, consent, certificate, affidavit, letter, telegram, statement, paper or document believed by it to be genuine and correct and to have been signed or sent by the proper person or persons, and, in respect to legal matters, upon the opinion of counsel selected by such the Agent, which counsel may be employees of such the Agent.

Reliance on Documents; Counsel. Each The Agent shall be entitled to rely upon any Note, notice, consent, certificate, affidavit, letter, telegram, statement, paper or document believed by it to be genuine and correct and to have been signed or sent by the proper person or persons, and, in respect to legal matters, upon the opinion of legal counsel selected by such Agent, which counsel may be employees of such the Agent.

Reliance on Documents; Counsel. Each The Agent shall be entitled to rely upon any Loan Note, notice, consent, certificate, affidavit, letter, telegram, statement, paper or document believed by it to be genuine and correct and to have been signed or sent by the proper person Person or personsPersons, and, in respect to legal matters, upon the opinion of counsel selected by such the Agent, which counsel may be employees of such the Agent.

Reliance on Documents; Counsel. Each The Agent shall be entitled to rely upon any Notenote, notice, consent, certificate, affidavit, letter, telegram, statement, paper or document believed by it to be genuine and correct and to have been signed or sent by the proper person or persons, and, in respect to legal matters, upon the opinion of counsel selected by such the Agent, which counsel may be employees of such the Agent.

Reliance on Documents; Counsel. Each The Agent shall be entitled to rely upon any Note, notice, consent, certificate, affidavit, letter, telegram, statement, paper or document believed by it to be genuine and correct and to have been signed or sent by the proper person or persons, and, in respect to of legal matters, upon the opinion of counsel selected by such the Agent, which counsel may be employees of such the Agent.

Reliance on Documents; Counsel. Each Agent shall be entitled to rely upon any Notepromissory note, notice, consent, certificate, affidavit, letter, telegram, statement, paper or document believed by it to be genuine and correct and to have been signed or sent by the proper person or persons, and, in respect to legal matters, upon the opinion of counsel selected by such Agent, which counsel may be employees of such Agent.

Reliance on Documents; Counsel. Each Agent shall be entitled to rely upon any Note, notice, consent, certificate, affidavit, letter, telegram, statement, paper or document believed by it to be genuine and correct and to have been signed or sent by the proper person or persons, and, in respect to legal matters, upon the opinion of counsel selected by such Agentit, which counsel may be employees of such Agentits employees.

Reliance on Documents; Counsel. Each The Agent shall be entitled to rely upon any Note, notice, consent, certificate, affidavit, letter, telegram, statement, paper or document believed by it in good faith to be genuine and correct and to have been signed or sent by the proper person or persons, and, in respect to legal matters, upon the opinion of counsel selected by such the Agent, which counsel may be employees of such the Agent.

Reliance on Documents; Counsel. Each Agent shall be entitled to rely upon any Note, notice, consent, certificate, affidavit, letter, telegram, statement, paper or document believed by it to be genuine and correct and to have been signed or sent by the proper person or persons, and, in respect to legal matters, upon the opinion of counsel selected in good faith by such Agent, which counsel may be employees of such AgentAgent or may be counsel for an Obligor.

Reliance on Documents; Counsel. Each The Agent shall be entitled to -------------------------------- rely upon any Note, notice, consent, certificate, affidavit, letter, telegram, statement, paper or document believed by it to be genuine and correct and to have been signed or sent by the proper person or persons, and, in respect to legal matters, upon the opinion of counsel selected by such the Agent, which counsel may be employees of such the Agent.

Reliance on Documents; Counsel. Each Agent shall be entitled to rely upon any Note, notice, consent, certificate, affidavit, letter, telegram, statement, paper or document reasonably believed by it to be genuine and correct and to have been signed or sent by the proper person Person or personsPersons, and, in respect to legal matters, upon the opinion of counsel selected by such Agent, which counsel may be employees of such Agent.

Reliance on Documents; Counsel. Each The Agent shall be entitled to rely upon any Note, notice, consent, certificate, affidavit, letter, telegram, statement, paper or document reasonably believed by it to be genuine and correct and to have been signed or sent by the proper person or persons, and, in respect to legal matters, upon the opinion of counsel selected by such the Agent, which counsel may be employees of such the Agent.

Reliance on Documents; Counsel. Each The Agent shall be entitled to rely upon any Revolving Credit Note, notice, consent, certificate, affidavit, letter, telegram, statement, paper or document believed by it to be genuine and correct and to have been signed or sent by the proper person or persons, and, in respect to legal matters, upon the opinion of counsel selected by such the Agent, which counsel may be employees of such the Agent.

Reliance on Documents; Counsel. Each The Agent shall be entitled to rely upon any Note, notice, consent, certificate, affidavit, letter, telegram, statement, paper or document believed by it to be genuine and correct and to have been signed or sent by the proper person Person or personsPersons, and, in respect to legal matters, upon the opinion of counsel selected by such the Agent, which counsel may be employees of such the Agent.

Reliance on Documents; Counsel. Each Agent shall be entitled to rely upon any Notenote, notice, consent, certificate, affidavit, letter, telegram, statement, paper or document believed by it to be genuine and correct and to have been signed or sent by the proper person or persons, and, in respect to legal matters, upon the opinion of legal counsel selected by such Agent, which counsel may be employees of such Agent.

Reliance on Documents; Counsel. Each Agent shall be entitled to rely upon any Note, notice, consent, certificate, affidavit, letter, telegram, statement, paper or document believed by it to be genuine and correct and to have been signed or sent by the proper person or persons, and, in in, respect to legal matters, upon the opinion of counsel selected by such Agent, which counsel may be employees of such Agentthe Agents or any of them.

Reliance on Documents; Counsel. Each The Agent shall be entitled to rely upon any Notenote, notice, consent, certificate, affidavit, letter, telegram, statement, paper or document believed by it to be genuine and correct and to have been signed or sent by the proper person Person or personsPersons, and, in respect to legal matters, upon the opinion of legal counsel selected by such Agent, which counsel may be employees of such the Agent.

Reliance on Documents; Counsel. Each Agent shall be entitled to rely upon any Note, notice, consent, certificate, affidavit, letter, telegram, statement, paper paper, or document believed by it to be genuine and correct and to have been signed or sent by the proper person Person or personsPersons, and, in respect to legal matters, upon the opinion of counsel selected by such Agent, which counsel may be employees of such Agent.

Reliance on Documents; Counsel. Each The Agent shall be entitled ------------------------------ to rely upon any Note, notice, consent, certificate, affidavit, letter, telegram, statement, paper or document believed by it to be genuine and correct and to have been signed or sent by the proper person or persons, and, in respect to legal matters, upon the opinion of counsel selected by such the Agent, which counsel may be employees of such the Agent.

Reliance on Documents; Counsel. Each Agent shall be entitled to rely upon any Note, notice, consent, certificate, affidavit, letter, telegram, statement, paper or document believed by it to be genuine and correct and to have been signed or sent by the proper person or persons, and, in respect to legal matters, upon the opinion of counsel selected by such Agent, which counsel may be employees of such Agent.

Reliance on Documents; Counsel. Each The Agent shall be entitled to rely upon any Note, notice, consent, certificate, affidavit, letter, telegram, statement, paper or document believed by it to be genuine and correct and to have been signed or sent by the proper person or persons, and, in respect to legal matters, upon the opinion of counsel selected by such the Agent, which counsel may be employees an employee of such the Agent.

Reliance on Documents; Counsel. Each The Agent shall be entitled to rely upon upon, and shall not incur any liability for relying upon, any Note, notice, consent, certificate, affidavit, letter, telegram, statement, paper or document (including any electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and correct and to have been signed or sent by the proper person or persons, and, in respect to legal matters, upon the opinion of counsel selected by such the Agent, which counsel may be employees of such the Agent.

Reliance on Documents; Counsel. Each The Agent shall be entitled to rely upon any Loan Note, notice, consent, certificate, affidavit, letter, telegram, statement, paper or document believed by it to be genuine and correct and to have been signed or sent by the proper person Person or personsPersons, and, in respect to legal matters, upon the opinion of counsel selected by such the Agent, which counsel may be employees of such the Agent. [***] = Certain information has been excluded from this exhibit because it is both not material and would likely cause competitive harm to the company if publicly disclosed.

Reliance on Documents; Counsel. Each As between the Agent and the Holders of Secured Obligations, the Agent shall be entitled to rely upon any Note, notice, consent, certificate, affidavit, letter, telegram, statement, paper or document believed by it to be genuine and correct and to have been signed or sent by the proper person or persons, and, in respect to legal matters, upon the opinion of counsel selected by such the Agent, which counsel may be employees of such the Agent.

Reliance on Documents; Counsel. Each Agent The Agents shall be entitled to rely upon any Note, notice, consent, certificate, affidavit, letter, telegram, statement, paper or document believed by it them to be genuine and correct and to have been signed or sent by the proper person or persons, and, in respect to legal matters, upon the opinion of counsel selected by such the relevant Agent, which counsel may be employees of such the relevant Agent.

Reliance on Documents; Counsel. Each Agent shall be entitled to rely ------------------------------ upon any Note, notice, consent, certificate, affidavit, letter, telegram, statement, paper or document believed by it to be genuine and correct and to have been signed or sent by the proper person or persons, and, in respect to legal matters, upon the opinion of counsel selected by such Agent, which counsel may be employees of such Agent.

Reliance on Documents; Counsel. Each Agent The Agents shall be entitled to ------------------------------ rely upon any Note, notice, consent, certificate, affidavit, letter, telegram, statement, paper or document believed by it to be genuine and correct and to have been signed or sent by the proper person or persons, and, in respect to legal matters, upon the opinion of counsel selected by such Agentthe Agents, which counsel may be employees of such Agentthe Agents.

Reliance on Documents; Counsel. Each The Agent shall be entitled to rely upon any NoteNotes, notice, consent, certificate, affidavit, letter, telegram, statement, paper or document believed by it to be genuine and correct and to have been signed or sent by the proper person or persons, and, in respect to legal matters, upon the opinion of counsel selected by such the Agent, which counsel may be employees of such the Agent.

Reliance on Documents; Counsel. Each The Agent shall be entitled to rely upon any Note, notice, consent, certificate, affidavit, letter, telegramfacsimile, statement, paper or document believed by it in good faith to be genuine and correct and to have been signed or sent by the proper person or persons, and, in respect to legal matters, upon the opinion of counsel selected by such the Agent, which counsel may be employees of such the Agent.

Reliance on Documents; Counsel. Each Agent The Agents shall be entitled to rely upon any Note, notice, consent, certificate, affidavit, letter, telegram, statement, paper or document believed by it to be genuine and correct and to have been signed or sent by the proper person or persons, and, in respect to legal matters, upon the opinion of counsel selected by such Agentthe Agents (or either of them), which counsel may be employees of such Agentone of the Agents.

Reliance on Documents; Counsel. Each Agent shall be entitled to rely upon any Note, notice, consent, certificate, affidavit, letter, telegram, statement, paper or document believed by it to be genuine and correct and to have been signed or sent by the proper person or persons, and, in respect to legal matters, upon the opinion of legal counsel selected by such Agent, which counsel may be employees of such the Agent.

Reliance on Documents; Counsel. Each The Agent shall be entitled to rely upon any Note, Eau Claire L/C Note, notice, consent, certificate, affidavit, letter, telegram, statement, paper or document believed by it to be genuine and correct and to have been signed or sent by the 97 106 proper person Person or personsPersons, and, in respect to legal matters, upon the opinion of counsel selected by such the Agent, which counsel may be employees of such the Agent.

Reliance on Documents; Counsel. Each The Agent shall be entitled to rely upon any Note, notice, consent, certificate, affidavit, letter, telegram, statement, paper paper, or document believed by it to be genuine and correct and to have been signed or sent by the proper person Person or personsPersons, and, in respect to legal matters, upon the opinion of counsel selected by such the Agent, which counsel may be employees of such the Agent.

Reliance on Documents; Counsel. Each The Agent ------------------------------ shall be entitled to rely upon any Note, notice, consent, certificate, affidavit, letter, telegram, statement, paper or document believed by it to be genuine and correct and to have been signed or sent by the proper person or persons, and, in respect to legal matters, upon the opinion of counsel selected by such the Agent, which counsel may be employees of such the Agent.

Reliance on Documents; Counsel. Each The Agent shall be entitled to rely upon any Note, notice, consent, certificate, affidavit, letter, telegram, statement, paper or document believed by it to be genuine and correct and to have been signed or sent by the proper person or persons, and, in respect to legal matters, upon the opinion of counsel selected by such the Agent, which counsel may be employees of such the Agent.. 124

Reliance on Documents; Counsel. Each The Agent shall be entitled to ------------------------------ rely upon any Note, notice, consent, certificate, affidavit, letter, telegram, statement, paper paper, document or document instrument believed by it to be genuine and correct and to have been signed or sent by the proper person or persons, and, in respect to legal matters, upon the opinion of counsel selected by such the Agent, which counsel may be employees of such the Agent.

Reliance on Documents; Counsel. Each The Agent shall be entitled to rely upon any Note, notice, consent, certificate, affidavit, letter, telegram, statement, paper paper, or document believed by it to be genuine and correct and to have been signed or sent by the proper person or persons, and, in respect to legal matters, upon the opinion of counsel selected by such the Agent, which counsel may be employees of such the Agent.

Reliance on Documents; Counsel. Each Agent shall be entitled to rely upon any Note, notice, consent, certificate, affidavit, letter, telegram, statement, paper or document believed by it to be 41 42 genuine and correct and to have been signed or sent by the proper person or persons, and, in respect to legal matters, upon the opinion of counsel selected by such Agent, which counsel may be employees of such Agent.

Reliance on Documents; Counsel. Each The Agent shall be entitled to rely upon any Note, notice, consent, certificate, affidavit, letter, facsimile, telegram, statement, paper or document believed by it to be genuine and correct and to have been signed or sent by the proper person or persons, and, in respect to legal matters, upon the opinion of counsel selected by such the Agent, which counsel may be employees of such the Agent.

Reliance on Documents; Counsel. Each The Agent shall be entitled to rely upon any Note, . notice, consent, certificate, affidavit, letter, telegram, statement, paper or document believed by it to be genuine and correct and to have been signed or sent by the proper person or persons, and, in respect to legal matters, upon the opinion of outside counsel selected by such Agent, which counsel may be employees of such the Agent.

Reliance on Documents; Counsel. Each The Agent shall be ------------------------------ entitled to rely upon any Note, notice, consent, certificate, affidavit, letter, telegram, statement, paper or document believed by it to be genuine and correct and to have been signed or sent by the proper person or persons, and, in respect to legal matters, upon the opinion of counsel selected by such the Agent, which counsel may be employees of such the Agent.

Reliance on Documents; Counsel. Each The Agent shall be entitled to -------------------------------- rely upon any Note, notice, consent, certificate, affidavit, letter, telegram, statement, paper or document believed by it to be genuine and correct and to have been signed or sent by the proper person or persons, and, in respect to legal matters, upon the opinion of counsel selected by such the Agent, which counsel may be employees of such the Agent.

Reliance on Documents; Counsel. Each The Agent shall be ------------------------------ entitled to rely upon any Note, notice, consent, certificate, affidavit, letter, telegram, statement, paper or document believed by it in good faith and without gross negligence or willful misconduct on its part to be genuine and correct and to have been signed or sent by the proper person Person or personsPersons, and, in respect to legal matters, upon the opinion of counsel selected by such Agent, the Agent which counsel may be employees of such the Agent.

Reliance on Documents; Counsel. Each The Agent shall be entitled to rely upon any Note, notice, consent, certificate, affidavit, letter, telegram, statement, paper or document believed by it to be genuine and correct and to have been signed or sent by the proper person or persons, and, in respect to legal matters, upon the opinion of counsel selected by such Agentthe Agent in good faith, which counsel may be employees of such the Agent.

Reliance on Documents; Counsel. Each The Agent and each Co-Agent shall be entitled to rely upon any Note, notice, consent, certificate, affidavit, letter, telegram, statement, paper or document believed by it to be genuine and correct and to have been signed or sent by the proper person Person or personsPersons, and, in respect to of legal matters, upon the advice or opinion of counsel selected by the Agent or such Agent, Co-Agent which counsel may be employees of the Agent or such Co-Agent.

Reliance on Documents; Counsel. Each The Agent shall be entitled to reasonably rely upon any Note, notice, consent, certificate, affidavit, letter, telegram, statement, paper or document believed by it to be genuine and correct and to have been signed or sent by the proper person or persons, and, in respect to legal matters, upon the opinion of counsel selected by such the Agent, which counsel may be employees of such the Agent.

Reliance on Documents; Counsel. Each The Agent shall be entitled to rely upon any Note, notice, consent, certificate, affidavit, letter, telegram, statement, paper or document believed by it to be genuine and correct and to have been signed or sent by the proper person or persons, and, in respect to legal matters, upon the opinion of counsel selected by such Agent, which counsel may be employees of such Agent.document

Reliance on Documents; Counsel. Each The Agent shall be entitled to ------------------------------ rely upon any Notenote, notice, consent, certificate, affidavit, letter, telegram, statement, paper or document believed by it to be genuine and correct and to have been signed or sent by the proper person or persons, and, in respect to legal matters, upon the opinion of counsel selected by such the Agent, which counsel may be employees of such the Agent.

Reliance on Documents; Counsel. Each Agent shall be entitled to rely upon any Notenote, notice, consent, certificate, affidavit, letter, telegram, statement, paper or document believed by it to be genuine and correct and to have been signed or sent by the proper person or persons, and, in respect to legal matters, upon the opinion of counsel selected by such Agent, which counsel may be employees of such Agent.

Reliance on Documents; Counsel. Each The Agent shall be entitled to rely ------------------------------ upon any Note, notice, consent, certificate, affidavit, letter, telegram, statement, paper or document believed by it to be genuine and correct and to have been signed or sent by the proper person or persons, and, in respect to of legal matters, upon the opinion of counsel selected by such the Agent, which counsel may be employees of such the Agent.

Reliance on Documents; Counsel. Each The Agent shall be entitled to rely upon any Note, notice, consent, certificate, affidavit, letter, telegram, statement, paper or document believed by it in good faith to be genuine and correct and to have been signed or sent by the proper person or persons, and, in respect to legal matters, upon the opinion of legal counsel selected by such Agent, which counsel may be employees of such the Agent.

Reliance on Documents; Counsel. Each The Agent shall be entitled to ------------------------------ rely upon any Note, notice, consent, certificate, affidavit, letter, telegram, statement, paper or document believed by it to be genuine and correct and to have been signed or sent by the proper person or persons, and, in with respect to legal matters, upon the opinion of counsel selected by such the Agent, which counsel may be employees of such the Agent, concerning all matters pertaining to the agency hereby created and its duties hereunder.

Reliance on Documents; Counsel. Each The Agent shall be entitled to rely upon any NoteRevolving Notes, notice, consent, certificate, affidavit, letter, telegram, statement, paper or document believed by it to be genuine and correct and to have been signed or sent by the proper person or persons, and, in respect to legal matters, upon the opinion of counsel selected by such the Agent, which counsel may be employees of such the Agent.

Reliance on Documents; Counsel. Each The Agent shall be entitled to rely upon upon, and shall be fully protected in relying on, any Note, notice, consent, certificate, affidavit, letter, telegram, statement, paper or document believed by it to be genuine and correct and to have been signed or sent by the proper person or persons, and, in respect to legal matters, upon the opinion of counsel selected by such Agent, which counsel may be employees of such Agent.counsel

Reliance on Documents; Counsel. Each Agent The Agents shall be entitled to rely upon any Notenote, notice, consent, certificate, affidavit, letter, telegram, statement, paper or document believed by it thereby to be genuine and correct and to have been signed or sent by the proper person or persons, and, in respect to legal matters, upon the opinion of counsel selected by such Agenteither of the Agents, which counsel may be employees of such Agenteither of the Agents.

Reliance on Documents; Counsel. Each The Agent shall be entitled to rely upon any Note, Letter of Credit Application, notice, consent, certificate, affidavit, letter, telegram, statement, paper or document believed by it to be genuine and correct and to have been signed or sent by the proper person or persons, and, in respect to legal matters, upon the opinion of counsel selected by such the Agent, which counsel may be employees of such the Agent.

Reliance on Documents; Counsel. Each The Agent shall be entitled to rely ------------------------------ upon any Note, notice, consent, certificate, affidavit, letter, telegram, statement, paper or document believed by it to be genuine and correct and to have been signed or sent by the proper person Person or personsPersons, and, in respect to legal matters, upon the opinion of counsel selected by such the Agent, which counsel may be employees of such the Agent.

Reliance on Documents; Counsel. Each The Designated Agent shall be entitled to rely upon any Note, notice, consent, certificate, affidavit, letter, telegram, facsimile, telex, electronic mail message, statement, paper or document believed by it to be genuine and correct and to have been signed or sent by the proper person Person or personsPersons, and, in respect to legal matters, upon the opinion of counsel selected by such the Designated Agent, which counsel may be employees of such Agent.the

Reliance on Documents; Counsel. Each The Agent shall be entitled to rely ------------------------------ upon any Note, notice, consent, certificate, affidavit, letter, telegram, statement, paper or document reasonably believed by it to be genuine and correct and to have been signed or sent by the proper person or persons, and, in respect to legal matters, upon the opinion of counsel selected by such the Agent, which counsel may be employees of such the Agent.

Reliance on Documents; Counsel. Each Agent shall be entitled to rely upon any Note, notice, consent, certificate, affidavit, letter, telegram, statement, paper or document believed by it to be genuine and correct and to have been signed or sent by the proper person or persons, and, in respect to legal matters, upon the opinion of counsel selected by such Agent, which counsel may be employees an employee of such Agent, provided that the foregoing shall not release Agent from liability for its negligence or willful misconduct.

Reliance on Documents; Counsel. Each Agent shall be entitled to ------------------------------ rely upon any Notenote, notice, consent, certificate, affidavit, letter, telegram, statement, paper or document believed by it to be genuine and correct and to have been signed or sent by the proper person or persons, and, in respect to legal matters, upon the opinion of legal counsel selected by such Agent, which counsel may be employees of such Agent.

Reliance on Documents; Counsel. Each The Agent shall be entitled to rely upon any Note, notice, consent, certificate, affidavit, letter, telegram, statement, paper or document believed by it to be genuine and correct and to have been signed or sent by the proper person or persons, and, in respect to legal matters, upon the opinion of counsel selected by such the Agent, which counsel may be employees an employee of such Agent, provided that the foregoing shall not release the Agent from liability for its gross negligence or willful misconduct.

Reliance on Documents; Counsel. Each Agent shall be entitled to rely upon any Notenote, notice, consent, certificate, affidavit, letter, telegram, statement, paper or document believed by it in good faith to be genuine and correct and to have been signed or sent by the proper person or persons, and, in respect to legal matters, upon the opinion of legal counsel selected by such Agent, which counsel may be employees of such Agent.

Reliance on Documents; Counsel. Each The Agent shall be entitled to rely upon any Revolving Credit Note, request for a Letter of Credit, notice, consent, certificate, affidavit, letter, telegram, statement, paper or document believed by it to be genuine and correct and to have been signed or sent by the proper person Person or personsPersons, and, in respect to legal matters, upon the opinion of counsel selected by such the Agent, which counsel may be employees of such the Agent.

Reliance on Documents; Counsel. Each The Agent shall be entitled to rely upon any Note, notice, consent, certificate, affidavit, letter, telegram, statement, paper or document believed by it to be genuine and correct and to have been signed or sent by the proper person or persons, and, in respect to legal matters, upon the opinion of counsel reasonably selected by such the Agent, which counsel may be employees of such the Agent.

Reliance on Documents; Counsel. Each The Agent shall be entitled to rely upon any Note, notice, consent, certificate, affidavit, letter, telegram, statement, paper paper, document or document other communications believed by it to be genuine and correct and to have been signed or sent by the proper person or persons, and, in with respect to legal matters, upon the opinion of counsel selected by such the Agent, which counsel may be employees of such the Agent, concerning all matters pertaining to the agency hereby created and its duties hereunder.

Reliance on Documents; Counsel. Each The Agent shall be entitled to rely upon any Note, notice, consent, certificate, affidavit, letter, telegram, facsimile, telex, electronic mail message, statement, paper or document believed by it to be genuine and correct and to have been signed or sent by the proper person or persons, and, in respect to legal matters, upon the opinion of counsel selected by such the Agent, which counsel may be employees of such the Agent.. For purposes of determining compliance with the conditions specified in

Reliance on Documents; Counsel. Each Agent shall be entitled to rely upon any Note, notice, consent, certificate, affidavit, letter, telegram, statement, paper or document believed by it them to be genuine and correct and to have been signed or sent by the proper person or persons, and, in respect to legal matters, upon the opinion of counsel selected by such Agenteither of them, which counsel may be employees of such Agentits employees.

Reliance on Documents; Counsel. Each Agent shall be entitled to rely upon any Term Note, notice, consent, certificate, affidavit, letter, telegram, statement, paper or document believed by it to be genuine and correct and to have been signed or sent by the proper person or persons, and, in respect to legal matters, upon the opinion of counsel selected by such Agent, which counsel may be employees of such Agent.

Reliance on Documents; Counsel. Each Agent shall be entitled to rely upon any Note, notice, consent, certificate, affidavit, letter, telegram, statement, paper or document believed by it to be genuine and correct and to have been signed or sent by the proper person or personsentity, and, in respect to legal matters, upon the opinion of counsel selected by such Agent, which counsel may be employees of such Agent.

Reliance on Documents; Counsel. Each The Agent shall be entitled to rely upon any Revolving Loan Note, notice, consent, certificate, affidavit, letter, telegram, statement, paper or document believed by it to be genuine and correct and to have been signed or sent by the proper person or persons, and, in respect to legal matters, upon the opinion of counsel selected by such the Agent, which counsel may be employees of such the Agent.

Reliance on Documents; Counsel. Each The Agent shall be entitled to ------------------------------ rely upon any Note, notice, consent, certificate, affidavit, letter, telegram, statement, paper or document reasonably believed by it to be genuine and correct and to have been signed or sent by the proper person or persons, and, in respect to legal matters, upon the opinion of counsel selected by such the Agent, which counsel may be employees of such the Agent.