Common use of Reliance on Notices Clause in Contracts

Reliance on Notices. Appointment of Borrower Representative. Agent shall be entitled to rely upon, and shall be fully protected in relying upon, any Notice of Tranche A Revolving Credit Advance prior to the Acquisition Closing Date, any Notice of Tranche B Revolving Credit Advance on the Acquisition Closing Date, any Notice of Revolving Credit Advance on and after the Acquisition Closing Date, any Notice of Conversion/Continuation or any similar notice believed by Agent to be genuine. Agent may assume that each Person executing and delivering any notice in accordance herewith was duly authorized, unless the responsible individual acting thereon for Agent has actual knowledge to the contrary. Each Borrower hereby designates SMP as its representative and agent on its behalf for the purposes of issuing Notices of Tranche A Revolving Credit Advances, Notices of Tranche B Revolving Credit Advances, Notices of Revolving Credit Advances and Notices of Conversion/Continuation, giving instructions with respect to the disbursement of the proceeds of the Loans, selecting interest rate options, requesting Letters of Credit, giving and receiving all other notices and consents hereunder or under any of the other Loan Documents and taking all other actions (including in respect of compliance with covenants) on behalf of any Borrower or Borrowers under the Loan Documents. Borrower Representative hereby accepts such appointment. Agent and each Lender may regard any notice or other communication pursuant to any Loan Document from Borrower Representative as a notice or communication from all Borrowers, and may give any notice or communication required or permitted to be given to any Borrower or Borrowers hereunder to Borrower Representative on behalf of such Borrower or Borrowers. Each Borrower agrees that each notice, election, representation and warranty, covenant, agreement and undertaking made on its behalf by Borrower Representative shall be deemed for all purposes to have been made by such Borrower and shall be binding upon and enforceable against such Borrower to the same extent as if the same had been made directly by such Borrower.

Reliance on Notices. Appointment of Borrower Representative. Agent shall be entitled to rely upon, and shall be fully protected in relying upon, any Notice notice of Tranche A a requested Revolving Credit Advance prior to the Acquisition Closing Date, any Notice of Tranche B Revolving Credit Advance on the Acquisition Closing Date, any Notice of Revolving Credit Advance on and after the Acquisition Closing Date, any Notice of Conversion/Continuation or any similar notice reasonably believed by Agent to be genuine. Agent may assume that each Person executing and delivering any notice in accordance herewith was duly authorized, unless the responsible individual acting thereon for Agent has actual knowledge to the contrary. Each Borrower hereby designates SMP Guarantor as its exclusive representative ("Borrower Representative") and agent on its behalf for the purposes of issuing Notices notices of Tranche A requests for Revolving Credit Advances, Notices of Tranche B Revolving Credit Advances, Notices of Revolving Credit Advances and Notices of Conversion/Continuation, giving instructions with respect to the disbursement of the proceeds of the Loans, selecting interest rate options, requesting Letters of CreditLoan, giving and receiving all other notices and consents hereunder or under any of the other Loan Documents and taking all other actions (including in respect of compliance with covenants) on behalf of any Borrower or Borrowers under the Loan Documents. The individuals described in Section 4.33 below, as well as any other individuals designated from time to time in a written notice from Guarantor to Agent, are the only authorized persons who may act on behalf of Borrower Representative hereby accepts such appointmentRepresentative. Agent and each Lender may regard any notice or other communication pursuant to any Loan Document from the individuals designated by Borrower Representative as a notice or communication from all Borrowers, and may give any notice or communication required or permitted to be given to any Borrower or Borrowers hereunder to Borrower Representative on behalf of such Borrower or BorrowersBorrower. Each Borrower agrees that each notice, election, representation and warranty, covenant, agreement and undertaking made on its behalf by Borrower Representative shall be deemed for all purposes to have been made by such Borrower and shall be binding upon and enforceable against such Borrower to the same extent as if the same had been made directly by such Borrower.

Reliance on Notices. Appointment of Borrower Representative. Agent shall be entitled to rely upon, and shall be fully protected in relying upon, any Notice notice of Tranche A Revolving Credit a requested Advance prior to the Acquisition Closing Date, any Notice of Tranche B Revolving Credit Advance on the Acquisition Closing Date, any Notice of Revolving Credit Advance on and after the Acquisition Closing Date, any Notice of Conversion/Continuation or any similar notice reasonably believed by Agent to be genuine. Agent may assume that each Person executing and delivering any notice in accordance herewith was duly authorized, unless the responsible individual acting thereon for Agent has actual knowledge to the contrary. Each Borrower hereby designates SMP Guarantor as its exclusive representative ("Borrower Representative") and agent on its behalf for the purposes of issuing Notices notices of Tranche A Revolving Credit requests for Advances, Notices of Tranche B Revolving Credit Advances, Notices of Revolving Credit Advances and Notices of Conversion/Continuationexecuting Acknowledgments, giving instructions with respect to the disbursement of the proceeds of the Loans, selecting interest rate options, requesting Letters of CreditLoan, giving and receiving all other notices and consents hereunder or under any of the other Loan Documents and taking all other actions (including in respect of compliance with covenants) on behalf of any Borrower or Borrowers under the Loan Documents. The individuals described in Section 5.31 below, as well as any other individuals designated from time to time in a written notice from Guarantor to Agent, are the only authorized persons who may act on behalf of Borrower Representative hereby accepts such appointmentRepresentative. Agent and each Lender may regard any notice or other communication pursuant to any Loan Document from the individuals designated by Borrower Representative as a notice or communication from all Borrowers, and may give any notice or communication required or permitted to be given to any Borrower or Borrowers hereunder to Borrower Representative on behalf of such Borrower or BorrowersBorrower. Each Borrower agrees that each notice, election, representation and warranty, covenant, agreement and undertaking made on its behalf by Borrower Representative shall be deemed for all purposes to have been made by such Borrower and shall be binding upon and enforceable against such Borrower to the same extent as if the same had been made directly by such Borrower.

Reliance on Notices. Appointment of Borrower Representative. Agent shall be entitled to rely upon, and shall be fully protected in relying upon, any Notice of Tranche A Revolving Credit Advance prior to the Acquisition Closing DateFloor Plan Advance, any Notice of Tranche B Revolving Credit Acquisition Advance on the Acquisition Closing Date, any Notice of Revolving Credit Advance on and after the Acquisition Closing Date, any Notice of Conversion/Continuation or any similar notice believed by Agent to be genuine. Borrower Representative shall from time to time inform Agent in writing of the Persons authorized to execute and deliver such a notice and Agent may assume that each such Person executing and delivering any such a notice in accordance herewith was duly authorized, unless the responsible individual acting thereon for Agent has actual knowledge to the contrary. Each Borrower and each Specified Borrower hereby designates SMP Hometown as its representative and agent on its behalf for the purposes of issuing Notices of Tranche A Revolving Credit Advances, Notices of Tranche B Revolving Credit Advances, Notices of Revolving Credit Floor Plan Advances and Notices of Conversion/ContinuationAcquisition Advance, giving instructions with respect to the disbursement of the proceeds of the Loans, selecting interest rate options, requesting Letters of Credit, giving and receiving all other notices and consents hereunder or under any of the other Loan Documents and taking all other actions (including in respect of compliance with covenants) on behalf of any Borrower or Borrowers any Specified Borrower under the Loan Documents. Borrower Representative hereby accepts such appointment. Agent and each Lender may regard any notice or other communication pursuant to any Loan Document from Borrower Representative as a notice or communication from all Borrowers, and may give any notice or communication required or permitted to be given to any Borrower or Borrowers any Specified Borrower hereunder to Borrower Representative on behalf of such Borrower or BorrowersSpecified Borrower. Each Borrower and Specified Borrower agrees that each notice, election, representation and warranty, covenant, agreement and undertaking made on its behalf by Borrower Representative shall be deemed for all purposes to have been made by such Borrower or Specified Borrower and shall be binding upon and enforceable against such Borrower or Specified Borrower to the same extent as if the same had been made directly by such Borrower or Specified Borrower.

Reliance on Notices. Appointment of Borrower Representative. Agent shall be entitled to rely upon, and shall be fully protected in relying upon, any Notice of Tranche A Revolving Credit Advance prior to the Acquisition Closing DateAdvance, any Notice of Tranche B Revolving Credit Advance on the Acquisition Closing Date, any Notice of Revolving Credit Advance on and after the Acquisition Closing Date, any Notice of Conversion/Continuation or any similar notice believed by Agent to be genuine. Agent may assume that each Person executing and delivering any such a notice in accordance herewith was duly authorized, unless the responsible individual acting thereon for Agent has actual knowledge to the contrary. Each Borrower hereby designates SMP Parent as its representative and agent on its behalf for the purposes of issuing Notices of Tranche A Revolving Credit Advances, . Notices of Tranche B Revolving Credit Advances, Notices of Revolving Credit Swing Line Advances and Notices of Conversion/Continuation, giving instructions with respect to the disbursement of the proceeds of the Loans, selecting interest rate options, requesting Letters of Credit, giving and receiving all other notices and consents hereunder or under any of the other Loan Documents and taking all other actions (including in - 39 - respect of compliance with covenants) on behalf of any Borrower or Borrowers under the Loan Documents. Borrower Representative hereby accepts such appointment. Agent and each Lender may regard any notice or other communication pursuant to any Loan Document from Borrower Representative as a notice or communication from all Borrowers, and may give any notice or communication required or permitted to be given to any Borrower or Borrowers hereunder to Borrower Representative on behalf of such Borrower or Borrowers. Each Borrower agrees that each notice, election, representation and warranty, covenant, agreement and undertaking made on its behalf by Borrower Representative shall be deemed for all purposes to have been made by such Borrower and shall be binding upon and enforceable against such Borrower to the same extent as if the same had been made directly by such Borrower.

Reliance on Notices. Appointment of Borrower Representative. Agent shall be entitled to rely upon, and shall be fully protected in relying upon, any Notice notice of Tranche A a requested Revolving Credit Advance prior to the Acquisition Closing Date, any Notice of Tranche B Revolving Credit Advance on the Acquisition Closing Date, any Notice of Revolving Credit Advance on and after the Acquisition Closing Date, any Notice of Conversion/Continuation or any similar notice believed by Agent to be genuine. Agent may assume that each Person executing and delivering any notice in accordance herewith was duly authorized, unless the responsible individual acting thereon for Agent has actual knowledge to the contrary. Each Borrower hereby designates SMP Guarantor as its exclusive representative ("Borrower Representative") and agent on its behalf for the purposes of issuing Notices notices of Tranche A requests for Revolving Credit Advances, Notices of Tranche B Revolving Credit Advances, Notices of Revolving Credit Advances and Notices of Conversion/Continuation, giving instructions with respect to the disbursement of the proceeds of the Loans, selecting interest rate options, requesting Letters of CreditLoan, giving and receiving all other notices and consents hereunder or under any of the other Loan Documents and taking all other actions (including in respect of compliance with covenants) on behalf of any Borrower or Borrowers under the Loan Documents. Any officer of Guarantor, as evidenced by his/her signature, may act on behalf of Borrower Representative hereby accepts such appointmentRepresentative. Agent and each Lender may regard any notice or other communication pursuant to any Loan Document from the individuals designated by Borrower Representative as a notice or communication from all BorrowersBorrower, and may give any notice or communication required or permitted to be given to any Borrower or Borrowers hereunder to Borrower Representative on behalf of such Borrower or BorrowersBorrower. Each Borrower agrees that each notice, election, representation and warranty, covenant, agreement and undertaking made on its behalf by Borrower Representative shall be deemed for all purposes to have been made by such Borrower and shall be binding upon and enforceable against such Borrower to the same extent as if the same had been made directly by such Borrower.