Common use of Reliance Clause in Contracts

Reliance. The Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any note, writing, resolution, notice, statement, certificate, telex, teletype or telecopier message, cablegram, radiogram, order or other document or telephone message signed, sent or made by any Person that the Administrative Agent believed to be the proper Person, and, with respect to all legal matters pertaining to this Agreement and any other Credit Document and its duties hereunder and thereunder, upon advice of counsel selected by the Administrative Agent.

Reliance. The Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any note, writing, resolution, notice, statement, certificate, telex, teletype or telecopier message, cablegram, radiogram, order or other document or telephone message signed, sent or made by any Person that the Administrative Agent believed to be the proper Person, and, with respect to all legal matters pertaining to this Agreement and any other Credit Loan Document and its duties hereunder and thereunder, upon advice of counsel selected by the Administrative Agent.

Reliance. The Administrative Agent shall be entitled to rely, and shall be fully protected in relying, rely upon any notewritten notices, writingstatements, resolutioncertificates, notice, statement, certificate, telex, teletype or telecopier message, cablegram, radiogram, order orders or other document documents or any telephone message believed by it in good faith to be genuine and correct and to have been signed, sent or made by any Person that the Administrative Agent believed to be the proper Person, and, and with respect to all legal matters pertaining to this Agreement and Indenture or any of the other Credit Document Transaction Documents and its duties hereunder and or thereunder, upon advice of counsel selected by the Administrative Agentit.

Reliance. The Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any notenotice, writing, resolution, resolution notice, statement, certificate, telex, teletype or telecopier message, cablegram, radiogram, order or other document or telephone any telephone, telex, teletype, telecopier or electronic message reasonably believed by it to be genuine and correct and to have been signed, sent or made by any Person that the Administrative Agent believed to be the proper Person, and, with respect to all legal matters pertaining herein or to this Agreement and any of the other Credit Document Loan Documents and its duties hereunder and or thereunder, upon advice of counsel selected by the Administrative Agent.

Reliance. The Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any note, writing, resolution, notice, statement, certificate, telex, teletype or telecopier message, cablegram, radiogram, order or other document or telephone message signed, sent or made by any Person that the Administrative Agent believed to be the proper Person, and, with respect to all legal matters pertaining to this Agreement and any other Credit Document and its duties hereunder and thereunder, upon advice of counsel selected by the Administrative AgentAgent (which may be counsel for the Borrower).

Reliance. The Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any note, writing, resolution, notice, statement, certificate, telex, teletype or telecopier message, cablegram, radiogram, order or other document or telephone message signed, sent or made by any Person that the Administrative Agent reasonably believed to be the proper Person, and, with respect to all legal matters pertaining to this Agreement and any other Credit Document and its duties hereunder and thereunder, upon advice of counsel selected by the Administrative Agent.

Reliance. The Administrative Agent shall be entitled to rely, -------- and shall be fully protected in relying, upon any note, writing, resolution, notice, statement, certificate, telex, teletype or telecopier message, cablegram, radiogram, order or other document or telephone message signed, sent or made by any Person that the Administrative Agent believed to be the proper Person, and, with respect to all legal matters pertaining to this Agreement and any other Credit Document and its duties hereunder and thereunder, upon advice of counsel selected by the Administrative Agent.

Reliance. The Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any note, writing, resolution, notice, statement, certificate, telex, teletype or telecopier message, cablegram, radiogram, order or other document or telephone message signed, sent or made by any Person that the Administrative Agent believed to be the proper Person. The Administrative Agent may consult with legal counsel (who may be counsel for the Borrower), andindependent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with respect to all legal matters pertaining to this Agreement and any other Credit Document and its duties hereunder and thereunder, upon the advice of counsel selected by the Administrative Agentany such counsel, accountants or experts.

Reliance. The Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any notenotice, writing, resolution, resolution notice, statement, certificate, order or other document (including any electronic message, internet or intranet website posting or other distribution) or any telephone, telex, teletype or telecopier message, cablegram, radiogram, order or other document or telephone message believed by it to be genuine and correct and to have been signed, sent or made by any Person that the Administrative Agent believed to be the proper Person, and, with respect to all legal matters pertaining herein or to this Agreement and any of the other Credit Document Loan Documents and its duties hereunder and or thereunder, upon advice of counsel selected by the Administrative Agent.

Reliance. The Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any note, writing, resolution, notice, statement, certificate, telex, teletype or telecopier messagemessage (or other electronic communication), cablegram, radiogram, order or other document or telephone message signed, sent or made by any Person that the Administrative Agent believed to be the proper Person, and, with respect to all legal matters pertaining to this Agreement and any other Credit Loan Document and its duties hereunder and thereunder, upon advice of counsel selected by the Administrative Agent.

Reliance. The Administrative Agent and the Syndication Agent shall be entitled to rely, and shall be fully protected in relying, upon any note, writing, resolution, notice, statement, certificate, telex, teletype or telecopier message, cablegram, radiogram, order or other document or telephone message signed, sent or made by any Person that the Administrative Agent or the Syndication Agent believed to be the proper Person, and, with respect to all legal matters pertaining to this Agreement and any other Credit Document and its duties hereunder and thereunder, upon advice of counsel selected by the Administrative Agent or the Syndication Agent, as the case may be.

Reliance. The Administrative Agent shall be entitled to rely, and shall be fully protected in relying, rely upon any notewritten notices, writingstatements, resolutioncertificates, notice, statement, certificate, telex, teletype or telecopier message, cablegram, radiogram, order orders or other document documents or any telephone message believed by it in good faith to be genuine and correct and to have been signed, sent or made by any Person that the Administrative Agent believed to be the proper Person, and, and with respect to all legal matters pertaining to this Agreement and or any other Credit Document of the Loan Documents and its duties hereunder and or thereunder, upon advice of counsel legal counsel, independent public accountants and other experts selected by the Administrative Agentit.

Reliance. The Administrative Agent shall be entitled to rely, and shall be fully protected in relying, rely upon any notewritten notices, writingstatements, resolutioncertificates, notice, statement, certificate, telex, teletype or telecopier message, cablegram, radiogram, order orders or other document documents, telecopies or any telephone message believed by it in good faith to be genuine and correct and to have been signed, sent or made by any Person that the Administrative Agent believed to be the proper Person, and, and with respect to all legal matters pertaining to this Agreement and or any of the other Credit Document Loan Documents and its duties hereunder and or thereunder, upon advice of legal counsel (including counsel for Borrower), independent public accountants and other experts selected by the Administrative Agentit.

Reliance. The Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any note, writing, resolution, notice, statement, certificate, telex, teletype or telecopier message, cablegram, radiogram, order or other document or telephone message signed, sent or made by any Person that the Administrative Agent believed to be the proper Person, and, with respect to all legal matters pertaining to this Agreement and any other Credit Loan Document and its duties hereunder and thereunder, upon advice of counsel selected by the Administrative Agent.

Reliance. The Administrative Agent shall be entitled to reasonably rely, and shall be fully protected in relying, upon any note, writing, resolution, notice, statement, certificate, telex, teletype or telecopier message, cablegram, radiogram, order or other document or telephone message signed, sent or made by any Person that the Administrative Agent reasonably believed to be the proper Person, and, with respect to all legal matters pertaining to this Agreement and any other Credit Document and its duties hereunder and thereunder, upon advice of counsel selected by the Administrative Agent.

Reliance. The Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any note, writing, resolution, notice, statement, certificate, telex, teletype or telecopier message, cablegram, radiogram, order or other document or telephone message signed, sent or made by any Person that the Administrative Agent believed to be the proper Person, and, with respect to all legal matters pertaining to this Agreement and any other Credit Document and its duties hereunder and thereunder, upon advice of counsel selected by the Administrative AgentAgent (which may be counsel for Borrower).

Reliance. The Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any note, writing, resolution, notice, statement, certificate, telex, teletype or telecopier fax message, cablegram, radiogram, order or other document or telephone message signed, sent or made by any Person that the Administrative Agent believed to be the proper Person, and, with respect to all legal matters pertaining to this Agreement and any other Credit Document and its duties hereunder and thereunder, upon advice of counsel selected by the Administrative Agent.

Reliance. The Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any note, writing, resolution, written notice, statement, certificate, telex, teletype or telecopier message, cablegram, radiogram, order or other document or telephone any telephone, telex, teletype, telecopier or electronic message reasonably believed by it to be genuine and correct and to have been signed, sent or made by any Person that the Administrative Agent believed to be the proper Person, and, with respect to all legal matters pertaining herein or to this Agreement and any of the other Credit Document Loan Documents and its duties hereunder and or thereunder, upon advice of counsel selected by the Administrative Agentit.

Reliance. The Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any notenotice, writing, resolution, resolution notice, statement, certificate, order or other document or any telephone, telex, teletype or telecopier message, cablegram, radiogram, order or other document or telephone message believed by it to be genuine and correct and to have been signed, sent or made by any Person that the Administrative Agent believed to be the proper Person, and, with respect to all legal matters pertaining herein or to this Agreement and any of the other Credit Document Loan Documents and its duties hereunder and or thereunder, upon advice of counsel selected by the Administrative Agent.

Reliance. The Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any note, writing, resolution, notice, statement, certificate, telex, teletype or telecopier message, cablegram, radiogram, order or other document or telephone message signed, sent or made by any Person that the Administrative Agent in good faith believed to be the proper Person, and, with respect to all legal matters pertaining to this Agreement and any other Credit Loan Document and its duties hereunder and thereunder, upon advice of counsel selected by the Administrative AgentAgent (which may be counsel for Borrower or Parent Guarantor).

Reliance. The Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any note, writing, resolution, notice, statement, certificate, telex, teletype or telecopier telescopes message, cablegram, radiogram, order or other document or telephone message signed, sent or made by any Person that the Administrative Agent believed to be the proper PersonPerson or entity, and, with respect to all legal matters pertaining hereto or to this Agreement the U.S. Security Agreement, any other Security Document and any other Credit Document Secured Debt Agreement and its duties hereunder thereunder and thereunderhereunder, upon advice of counsel selected by the Administrative Agentit.

Reliance. The Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any note, writing, resolution, notice, statement, certificate, telex, teletype teletype, facsimile or telecopier message, cablegram, radiogram, order or other document or telephone message signed, sent or made by any Person that the Administrative such Agent believed to be the proper Person, and, with respect to all legal matters pertaining to this Agreement and any other Credit Document and its duties hereunder and thereunder, upon advice of counsel selected by the Administrative Agent.

Reliance. The Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any note, writing, resolution, notice, statement, certificate, telex, teletype or telecopier message, cablegram, radiogram, order or other document or telephone message signed, sent or made by any Person that the Administrative Agent believed to be the proper Person, including, without limitation, counsel to Parent and its Subsidiaries, and, with respect to all legal matters pertaining to this Agreement and any other Credit Document and its duties hereunder and thereunder, upon advice and statements of counsel selected by the Administrative Agentlegal counsel.

Reliance. The Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any note, writing, resolution, notice, statement, certificate, telex, teletype or telecopier message, cablegram, radiogram, order or other document document, conversation or telephone message signed, sent or made by any Person that the Administrative Agent believed to be the proper PersonPerson or persons, and, with respect to all legal matters pertaining to this Agreement and any other Credit Document and its duties hereunder and thereunder, upon advice or statement of legal counsel (including, without limitations counsel to the Borrower or any of its Subsidiaries), independent accountants and other experts selected by the Administrative Agent.

Reliance. The Administrative Agent shall be entitled to rely, -------- and shall be fully protected in relying, upon any note, writing, resolution, notice, statement, certificate, telex, teletype teletype, facsimile or telecopier message, cablegram, radiogram, order or other document or telephone message signed, sent or made by any Person that the Administrative Agent believed to be the proper Person, and, with respect to all legal matters pertaining to this Agreement and any other Credit Document and its duties hereunder and thereunder, upon advice of counsel selected by the Administrative Agent.

Reliance. The Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any note, writing, resolution, notice, statement, certificate, telex, teletype or telecopier message, cablegram, radiogram, order or other document or telephone message signed, sent or made by any Person that the Administrative Agent believed to be the proper Person, and, with respect to all legal matters pertaining to this Agreement and any other Credit Bridge Loan Document and its duties hereunder and thereunder, upon advice of counsel selected by the Administrative Agent.

Reliance. The Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any note, writing, resolution, notice, statement, certificate, telex, teletype or telecopier message, cablegram, radiogram, order or other document or telephone message signed, sent or made by any Person that the Administrative Agent believed to be the proper Person, and, with respect to all legal matters pertaining to this Agreement and any other Credit Financing Document and its duties hereunder and thereunder, upon advice of counsel selected by the Administrative Agentit.

Reliance. The Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any note, writing, resolution, notice, statement, certificate, telex, teletype or telecopier message, cablegram, radiogram, order or other document or telephone message signed, sent or made by any Person that the Administrative Agent believed to be the proper Person, and, with respect to all legal matters pertaining to this Agreement and any other Credit Document and its duties hereunder and thereunder, upon advice of counsel selected by the Administrative Agentit.

Reliance. The Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any note, writing, resolution, notice, statement, certificate, telex, teletype teletype, facsimile or telecopier message, cablegram, radiogram, order or other document or telephone message signed, sent or made by any Person that the Administrative Agent believed to be the proper Person, and, with respect to all legal matters pertaining to this Agreement and any other Credit Document and its duties hereunder and thereunder, upon advice of counsel selected by the Administrative AgentAgent (which may include counsel to the Borrower).

Reliance. The Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any notenotice, writing, resolution, resolution notice, statement, certificate, order or other document or any telephone, telex, teletype or telecopier message, cablegram, radiogram, order or other document or telephone message believed by it to be genuine and correct and to have been signed, sent or made by any Person that the Administrative Agent believed to be the proper Person, and, with respect to all legal matters pertaining herein or to this Agreement and any of the other Credit Document Loan Documents and its duties hereunder and or thereunder, upon advice of counsel selected by the Administrative Agent.

Reliance. The Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any note, writing, resolution, notice, statement, certificate, telex, teletype or telecopier message, cablegram, radiogram, order or other document or telephone message signed, sent or made by any Person that the Administrative Agent believed to be the proper Person, and, with respect to all legal matters pertaining to this Agreement and any other Credit Document and its duties hereunder and thereunder, upon advice of counsel selected by the Administrative Agent.

Reliance. The Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any notenotice, writing, resolution, resolution notice, statement, certificate, order or other document or any telephone, telex, teletype or telecopier message, cablegram, radiogram, order or other document or telephone message believed by it to be genuine and correct and to have been signed, sent or made by any Person that the Administrative Agent believed to be the proper Person, and, with respect to all legal matters pertaining herein or to this Agreement and any other Credit Loan Document and its duties hereunder and to thereunder, upon advice of counsel selected by the Administrative Agent.

Reliance. The Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any note, writing, resolution, notice, statement, certificate, telex, teletype or telecopier messagemessage (or other electronic communication), cablegram, radiogram, order or other document or telephone message signedmessage, or other document or conversation, sent or made by any Person that the Administrative Agent reasonably believed to be the proper Person, and, with respect to all legal matters pertaining to this Agreement and any other Credit Loan Document and its duties hereunder and thereunder, upon advice of counsel counsel, independent accountants and other experts selected by the Administrative Agent. The Administrative Agent may rely on the Register and deem and treat the Lender specified in the Register with respect to any amount owing hereunder as the owner thereof for all purposes unless a written notice of assignment, negotiation or transfer thereof shall have been filed with the Administrative Agent.

Reliance. The Administrative Agent shall be entitled to rely, -------- and shall be fully protected in relying, upon any note, writing, resolution, notice, statement, certificate, telex, teletype or telecopier message, cablegram, radiogram, order or other document or telephone message signed, sent or made by any Person that the Administrative Agent believed to be the proper Person, and, with respect to all legal matters pertaining to this Agreement and any other Credit Document and its duties hereunder and thereunder, upon advice of counsel selected by the Administrative AgentAgent (which may be counsel for the Borrower).

Reliance. The Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any note, writing, resolution, notice, statement, certificate, telex, teletype certificate or telecopier message, cablegram, radiogram, order or other document or telephone message signed, sent or made by any Person that the Administrative Agent believed to be the proper Person, and, with without respect to all legal matters maters pertaining to this Agreement and any other Credit Document and its duties hereunder and thereunder, upon advice of counsel selected by the Administrative Agent.

Reliance. The Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any note, writing, resolution, notice, statement, certificate, telex, teletype or telecopier message, cablegram, radiogram, order or other document or telephone message signed, sent or made by any Person that the Administrative Agent believed to be the proper Person, and, with respect to all legal matters pertaining to this Agreement and any other Credit Document and its duties hereunder and thereunder, upon advice of counsel selected by the Administrative AgentAgent (which may be counsel for Holdings and/or the Borrower).

Reliance. The Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon rely on any note, writing, resolutionconversation, notice, statementconsent, certificate, telexschedule, affidavit, letter, telegram, teletype or telecopier message, cablegramstatement, radiogramorder, order or other document or telephone message signed, sent or made by any Person that the Administrative Agent believed to be genuine and correct and to have been signed or sent by the proper Person, Person or Persons and, with in respect to all of legal matters pertaining to this Agreement and any other Credit Document and its duties hereunder and thereundermatters, upon advice an opinion of counsel selected by the Administrative Agent.

Reliance. The Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any notewritten or oral notices, statements, certificates, orders or other documents or any telephone message or other communication (including any writing, resolution, notice, statement, certificate, telex, teletype telecopy or telecopier message, cablegram, radiogram, order or other document or telephone message telegram) believed by it in good faith to be genuine and correct and to have been signed, sent or made by any Person that the Administrative Agent believed to be the proper Person, and, and with respect to all legal matters pertaining to this Agreement or any of the Loan Documents and any other Credit Document and its their duties hereunder and or thereunder, . Administrative Agent shall be entitled to rely upon the advice of counsel legal counsel, independent accountants, and other experts selected by the Administrative AgentAgent in its sole discretion.

Reliance. The Administrative Agent shall be entitled to rely, rely upon and shall not be fully protected in relyingunder a duty to examine or pass upon the validity, upon effectiveness, genuineness of any notenotice, writingconsent, resolutionwaiver, noticeamendment, certificate, affidavit, letter, telegram, statement, certificatepaper, telex, teletype or telecopier message, cablegram, radiogram, order or other document or telephone message signedwriting believed by it to be genuine and to have been signed or sent by the proper Person or Persons, sent or made by any Person that and the Administrative Agent believed shall be entitled to be assume that the proper Personsame are valid, and, with respect effective and genuine and what they purport to all legal matters pertaining to this Agreement and any other Credit Document and its duties hereunder and thereunder, upon advice of counsel selected by the Administrative Agentbe.

Reliance. The Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any note, writing, resolution, notice, statement, certificate, email message, telex, teletype or telecopier message, cablegram, radiogram, order or other document or telephone message signed, sent or made by any Person that the Administrative Agent believed to be the proper Person, and, with respect to all legal matters pertaining to this Agreement and any other Credit Loan Document and its duties hereunder and thereunder, upon advice of counsel selected by the Administrative Agent.

Reliance. The Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any note, writing, resolution, notice, statement, certificate, telex, teletype or telecopier message, cablegram, radiogram, order or other document or telephone message signed, sent or made by any Person that the Administrative Agent believed (in the absence of gross negligence on its part) to be the proper Person, Person and, with respect to all legal matters pertaining to this Agreement and any other Credit Document and its duties hereunder and thereunder, upon advice of counsel selected by the Administrative Agentit.

Reliance. The Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any note, writing, resolution, notice, statement, certificate, telex, teletype or telecopier message, cablegram, radiogram, order or other document or telephone message signed, sent or made by any Person that the Administrative Agent believed to be the proper Person, including, without limitation, counsel to the Borrower and its Subsidiaries, and, with respect to all legal matters pertaining to this Agreement and any other Credit Document and its duties hereunder and thereunder, upon advice and statements of counsel selected by the Administrative Agentlegal counsel.

Reliance. The Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any note, writing, resolution, notice, statement, certificate, (133) telex, teletype or telecopier message, cablegram, radiogram, order or other document or telephone message signed, sent or made by any Person that the Administrative Agent believed to be the proper Person, and, with respect to all legal matters pertaining to this Agreement and any other Credit Document and its duties hereunder and thereunder, upon advice of counsel selected by the Administrative Agent.

Reliance. The Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any note, writing, resolution, notice, statement, certificate, telex, teletype or telecopier message, cablegram, radiogram, order or other document or telephone message signed, sent or made by any Person that the Administrative Agent reasonably believed to be the proper Person, and, with respect to all legal matters pertaining to this Agreement and any other Credit CreditLoan Document and its duties hereunder and thereunder, upon advice of counsel selected by the Administrative Agent.

Reliance. The Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any note, writing, resolution, notice, statement, certificate, telex, teletype or telecopier message, electronic mail, cablegram, radiogram, order or other document or telephone message signed, sent or made by any Person that the Administrative Agent believed to be the proper Person, and, with respect to all legal matters pertaining to this Agreement and any other Credit Loan Document and its duties hereunder and thereunder, upon advice of counsel selected by the Administrative Agent.

Reliance. The Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any note, writing, resolution, notice, statement, certificate, telex, teletype or telecopier message, cablegram, radiogram, order or other document or telephone message signed, sent or made by any Person that the Administrative 112 Agent believed to be the proper Person, and, with respect to all legal matters pertaining to this Agreement and any other Credit Document and its duties hereunder and thereunder, upon advice of counsel selected by the Administrative Agent.

Reliance. The Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any note, writing, resolution, notice, statement, certificate, telex, teletype or telecopier message, cablegram, radiogram, order or other document or telephone message signed, sent or made by any Person that the Administrative Agent believed to be the proper Person, and, with respect to all legal matters pertaining to this Agreement and any other Credit Document and its duties hereunder and thereunder, upon the advice of counsel selected by the Administrative Agent.

Reliance. The Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any note, writing, resolution, notice, statement, certificate, telex, teletype or telecopier facsimile message, cablegram, radiogram, order or other document or telephone message signed, sent or made by any Person that the Administrative Agent believed to be the proper Person, and, with respect to all legal matters pertaining to this Agreement and any other Credit Document and its duties hereunder and thereunder, upon advice of counsel selected by the Administrative Agentit.

Reliance. The Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any note, writing, resolution, notice, statement, certificate, telex, teletype or telecopier message, cablegram, radiogram, order or other document or telephone message signed, sent or made by any Person that the Administrative Agent believed to be the proper Person, and, with respect to all legal matters pertaining to this Agreement and any other Credit Document and its duties hereunder and thereunder, upon advice of counsel selected by the Administrative Agent.. -104- 106

Reliance. The Administrative Agent shall be entitled to relyrely upon, and shall be fully protected in relyingnot incur any liability for relying upon, upon any notenotice, writingrequest, resolutioncertificate, noticeconsent, statement, certificateinstrument, telex, teletype document or telecopier other writing (including any electronic message, cablegram, radiogram, order Internet or intranet website posting or other document or telephone message signed, sent or made distribution) believed by any Person that the Administrative Agent believed it to be genuine and to have been signed or sent by the proper Person, and, with respect . The Administrative Agent also may rely upon any statement made to all legal matters pertaining it orally or by telephone and believed by it to this Agreement and any other Credit Document and its duties hereunder and thereunder, upon advice be made by or on behalf of counsel selected by the Administrative Agent.proper Person or 131

Reliance. The Administrative Agent shall be entitled to reasonably rely, and shall be fully protected in relying, upon any note, writing, resolution, notice, statement, certificate, telex, teletype or telecopier message, cablegram, radiogram, order or other document or telephone message signed, sent or made by any Person that the Administrative Agent believed to be the proper Person, and, with respect to all legal matters pertaining to this Agreement and any other Credit Document and its duties hereunder and thereunder, upon advice of counsel selected by the Administrative Agent.

Reliance. The Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any noteNote, writing, resolution, notice, statement, consent certificate, telexaffidavit, teletype or telecopier messageletter, cablegram, radiogramtelegram, telecopy or telex message, statement, order or other document or telephone message conversation believed by it to be genuine and correct and to have been signed, sent or made by any Person that the Administrative Agent believed to be the proper Person, and, with respect to all legal matters pertaining to this Agreement Person or Persons and any other Credit Document and its duties hereunder and thereunder, upon advice and statements of legal counsel (including, without limitation, counsel to the Borrowers), independent accountants and other experts selected by the Administrative Agent.the

Reliance. The Administrative Agent and each of the other Agents shall be entitled to rely, and shall be fully protected in relying, upon any note, writing, resolution, notice, statement, certificate, telex, teletype or telecopier facsimile message, cablegram, radiogram, order or other document or telephone message signed, sent or made by any Person that the Administrative Agent believed or such other Agent believes to be the proper Person, and, with respect to all legal matters pertaining to this Agreement and any other Credit Document and its duties hereunder and thereunder, upon advice of counsel selected by the Administrative Agentit.

Reliance. The Administrative Agent and each of the Co-Arrangers shall be entitled to rely, and shall be fully protected in relying, upon any note, writing, resolution, notice, statement, certificate, telex, teletype or telecopier facsimile message, cablegram, radiogram, order or other document or telephone message signed, sent or made by any Person that the Administrative Agent believed or such Co-Arranger believes to be the proper Person, and, with respect to all legal matters pertaining to this Agreement and any other Credit Document and its duties hereunder and thereunder, upon advice of counsel selected by the Administrative Agentit.

Reliance. The Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any notenotice, writing, resolution, notice, statement, certificate, telex, teletype or telecopier message, cablegram, radiogram, order or other document or telephone any telephone, telex, teletype, telecopier or electronic message reasonably believed by it to be genuine and correct and to have been signed, sent or made by any Person that the Administrative Agent believed to be the proper Person, and, with respect to all legal matters pertaining herein or to this Agreement and any of the other Credit Document Loan Documents and its duties hereunder and or thereunder, upon advice of counsel selected by the Administrative Agent.

Reliance. The Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any note, writing, resolution, notice, statement, certificate, telex, teletype or telecopier message, cablegram, radiogram, order or other document or telephone message signed, sent or made by any Person Per- son that the Administrative Agent believed to be the proper Person, and, with respect to all legal matters pertaining to this Agreement and any other Credit Document and its duties hereunder and thereunderhereunder, upon advice of counsel selected by the Administrative Agentit.

Reliance. The Administrative Agent shall be entitled to -------- rely, and shall be fully protected in relying, upon any note, writing, resolution, notice, statement, certificate, telex, teletype or telecopier message, cablegram, radiogram, order or other document or telephone message signed, sent or made by any Person that the Administrative Agent believed to be the proper Person, and, with respect to all legal matters pertaining to this Agreement and any other Credit Document and its duties hereunder and thereunder, upon advice of counsel selected by the Administrative Agent.

Reliance. The Administrative Agent shall be entitled to rely, -------- and shall be fully protected in relying, upon any note, writing, resolution, notice, statement, certificate, telex, teletype or telecopier message, cablegram, radiogram, order or other document or telephone message signed, sent or made by any Person that the Administrative Agent believed to be the proper Person, and, with respect to all legal matters pertaining to this Agreement and any other Credit Financing Document and its duties hereunder and thereunder, upon advice of counsel selected by the Administrative Agentit.

Reliance. The Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any note, writing, resolution, notice, statement, certificate, telex, teletype or telecopier message, cablegram, radiogram, order or other document or telephone message signed, sent or made by any Person that the Administrative Agent believed to be the proper Person, and, with respect to all legal matters pertaining to this Agreement and any other Credit Document and its duties hereunder and thereunder, upon advice of counsel selected by the Administrative AgentAgent (which may be counsel for the Credit Parties).

Reliance. The Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any note, writing, resolution, notice, statement, certificate, telex, teletype or telecopier message, cablegram, radiogram, order or other document or telephone message signed, sent or made by any Person that the Administrative Agent believed to be the proper Person, and, with respect to all legal 140 matters pertaining to this Agreement and any other Credit Document and its duties hereunder and thereunder, upon advice of counsel selected by the Administrative Agent.

Reliance. The Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any note, writing, resolution, notice, statement, certificate, telex, teletype or telecopier facsimile message, cablegram, radiogram, legal opinion, order or other document or telephone message signed, sent or made by any Person that the Administrative Agent believed to be the proper Person, and, with respect to all legal matters pertaining to this Agreement and any other Credit Document and its duties hereunder and thereunder, upon advice of counsel selected by the Administrative Agentit.

Reliance. The Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any note, writing, resolution, notice, statement, certificate, telex, teletype or telecopier message, e-mail, cablegram, radiogram, order or other document or telephone message signed, sent or made by any Person that the Administrative Agent believed to be the proper Person, and, with respect to all legal matters pertaining to this Agreement and any other Credit Document and its duties hereunder and thereunder, upon advice of counsel selected by the Administrative AgentAgent (which may be counsel for the Borrower).

Reliance. The Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any note, writing, resolution, notice, statement, certificate, telex, teletype or telecopier message, cablegram, radiogram, order or other document or telephone message signed, sent or made by any Person that the Administrative Agent believed to be the proper Person, Person and, with respect to all legal matters pertaining to this Agreement and any other Credit Document and its duties hereunder and thereunder, upon advice of counsel selected by the Administrative Agent.

Reliance. The Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any note, writing, resolution, notice, statement, certificate, telex, teletype or telecopier message, cablegram, radiogram, order or other document or telephone message signed, sent or made by any Person that the Administrative Agent in good faith believed to be the proper Person, and, with respect to all legal matters pertaining to this Agreement and any other Credit Loan Document and its duties hereunder and thereunder, upon advice of counsel selected by the Administrative AgentAgent (which may be counsel for Borrower or Co-Borrower).

Reliance. The Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any note, writing, resolution, notice, statement, certificate, telex, teletype certificate or telecopier message, cablegram, radiogram, order or other document or telephone message signed, sent or made by any Person that the Administrative Agent believed to be the proper Person, and, with respect to all legal matters pertaining to this Agreement and any other Credit Document and its duties hereunder and thereunder, upon advice of counsel selected by the Administrative Agent.

Reliance. The Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any notenotice, writing, resolution, resolution notice, statement, certificate, order or other document or any telephone, telex, teletype or telecopier message, cablegram, radiogram, order or other document or telephone message believed by it to be genuine and correct and to have been signed, sent or made by any Person that the Administrative Agent believed to be the proper Person, and, with 137 respect to all legal matters pertaining herein or to this Agreement and any of the other Credit Document Loan Documents and its duties hereunder and or thereunder, upon advice of counsel selected by the Administrative Agent.

Reliance. The Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any note, writing, resolution, notice, statement, certificate, telex, teletype or telecopier message, cablegram, radiogram, order or other document or telephone message signed, sent or made by any Person that the Administrative Agent believed to be the -104- proper Person, and, with respect to all legal matters pertaining to this Agreement and any other Credit Document and its duties hereunder and thereunder, upon advice of counsel selected by the Administrative Agent.

Reliance. The Administrative Agent shall be entitled entitle d to rely, and shall be fully protected in relying, upon any note, writing, resolution, notice, statement, certificate, telex, teletype or telecopier message, cablegram, radiogram, order or other document or telephone message signed, sent or made by any Person that the Administrative Agent believed to be the proper Person, and, with respect to all legal matters pertaining to this Agreement and any other Credit Document and its duties hereunder and thereunder, upon advice of counsel selected by the Administrative Agent.

Reliance. The Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon Credit Agreement any note, writing, resolution, notice, statement, certificate, telex, teletype or telecopier message, cablegram, radiogram, order or other document or telephone message signed, sent or made by any Person that the Administrative Agent believed to be the proper Person, and, with respect to all legal matters pertaining to this Agreement and any other Credit Document and its duties hereunder and thereunder, upon advice of counsel selected by the Administrative Agentit.

Reliance. The Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any note, writing, resolution, notice, statement, certificate, telex, teletype or telecopier message, cablegram, radiogram, order or other document or telephone message signed, sent or made by any Person that the Administrative Agent in good faith believed to be the proper Person, and, with respect to all legal matters pertaining to this Agreement and any other Credit Loan Document and its duties hereunder and thereunder, upon advice of counsel selected by the Administrative AgentAgent (which may be counsel for Co-Borrowers or Parent Guarantor).

Reliance. The Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any notecommunication, writing, resolution, notice, statement, certificate, telex, teletype instrument or telecopier document (including any electronic message, cablegram, radiogram, order or other document or telephone message signed, sent or made by any Person that the Administrative Agent believed to be the proper Person, and, with respect to all legal matters pertaining to this Agreement and any other Credit Document and its duties hereunder and thereunder, upon advice of counsel selected by the Administrative Agent.,

Reliance. The Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any note, writing, resolution, notice, statement, certificate, telex, teletype teletype, email or other telecopier (or other electronic) message, cablegram, radiogram, order or other document or telephone message signed, sent or made by any Person that the Administrative Agent believed to be the proper Person, and, with respect to all legal matters pertaining to this Credit Agreement and any other Credit Document and its duties hereunder and thereunder, upon advice of counsel selected by the Administrative Agent.

Reliance. The Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any note, writing, resolution, notice, statement, certificate, telex, teletype teletype, facsimile or telecopier message, cablegram, radiogram, order or other document or telephone message signed, sent or made by any Person that the Administrative Agent believed to be the proper Person, and, with respect to all legal matters pertaining to this Agreement and any other Credit Document and its duties hereunder and thereunder, upon advice of counsel selected by the Administrative Agent.

Reliance. The Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any noteNote, writing, resolution, notice, statement, consent certificate, telexaffidavit, teletype or telecopier messageletter, cablegram, radiogramtelegram, telefacsimile or telex message, statement, order or other document or telephone message conversation believed by it to be genuine and correct and to have been signed, sent or made by any Person that the Administrative Agent believed to be the proper Person, and, with respect to all legal matters pertaining to this Agreement Person or Persons and any other Credit Document and its duties hereunder and thereunder, upon advice and statements of legal counsel selected by the Administrative Agent.(including,

Reliance. The Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any notenotice, writing, resolution, resolution notice, statement, certificate, telex, teletype or telecopier message, cablegram, radiogram, order or other document or telephone any telephone, telex, teletype, telecopier or electronic message reasonably believed by it to be genuine and correct and to have been signed, sent or made by any Person that the Administrative Agent believed to be the proper Person, and, with respect to all legal matters pertaining herein or to this Agreement and any of the other Credit Document Loan Documents and its duties hereunder and or thereunder, upon advice of counsel selected by the Administrative Agent.

Reliance. The Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any note, writing, resolution, notice, statement, certificate, telex, teletype or telecopier message, cablegram, radiogram, order or other document or telephone message signed, sent or made by any Person that the Administrative Agent believed to be the proper Person, and, with respect to all legal matters pertaining to this Agreement and any other Credit Document and its duties hereunder and thereunder, upon advice of counsel selected by the Administrative Agent.

Reliance. The Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any notenotice, -------- writing, resolution, resolution notice, statement, certificate, order or other document (including any electronic message, internet or intranet website posting or other distribution) or any telephone, telex, teletype or telecopier message, cablegram, radiogram, order or other document or telephone message believed by it to be genuine and correct and to have been signed, sent or made by any Person that the Administrative Agent believed to be the proper Person, and, with respect to all legal matters pertaining herein or to this Agreement and any of the other Credit Document Loan Documents and its duties hereunder and or thereunder, upon advice of counsel selected by the Administrative Agent.

Reliance. The Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any note, writing, resolution, notice, statement, certificate, telex, teletype or telecopier message, cablegram, radiogram, order or other document or telephone message signed, sent or made by any Person that the Administrative Agent believed to be the proper Person, and, with respect to all legal matters pertaining to this Agreement and any other Credit Document and its duties hereunder and thereunder, upon advice of counsel selected by the Administrative Agent.. 106

Reliance. The Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any note, writing, resolution, notice, statement, certificate, telex, teletype or telecopier message, cablegram, radiogram, order or other document or telephone message signed, sent or made by any Person that the Administrative Agent believed to be the proper Person, and, with respect to all legal matters pertaining to this Agreement and any other Credit Document and its duties hereunder and thereunder, upon advice of counsel selected by the Administrative Agent.

Reliance. The Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any notenotice, writing, resolution, resolution notice, statement, certificate, telex, teletype or telecopier message, cablegram, radiogram, order or other document or telephone any telephone, facsimile or electronic message believed by it to be genuine and correct and to have been signed, sent or made by any Person that the Administrative Agent believed to be the proper Person, and, with respect to all legal matters pertaining herein or to this Agreement and any other Credit Loan Document and its duties hereunder and to thereunder, upon advice of counsel selected by the Administrative Agent.

Reliance. The Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any note, writing, resolution, notice, statement, certificate, telex, teletype 54 facsimile or telecopier electronic mail message, cablegram, radiogram, order or other document or telephone message signed, sent or made by any Person that the Administrative Agent believed to be the proper Person, and, with respect to all legal matters pertaining to this Agreement and any other Credit Document and its duties hereunder and thereunder, upon advice of counsel selected by the Administrative AgentAgent (which may include counsel to the Borrower).

Reliance. The Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any note, writing, resolution, notice, statement, certificate, telex, teletype or telecopier message, cablegram, radiogram, order or other document or telephone message signed, sent or made by any Person that the Administrative Agent believed to be the proper Person, and, with respect to all legal matters pertaining to this Agreement and any other Credit Document and its duties hereunder and thereunder, upon advice of counsel selected by the Administrative Agent.. infoUSA Amended and Restated Credit Agreement

Reliance. The Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any note, writing, resolution, notice, statement, certificate, telex, teletype or telecopier message, cablegram, radiogram, order or other document or telephone message signed, sent or made by any Person that the Administrative Agent believed in good faith to be the proper Person, and, with respect to all legal matters pertaining to this Agreement and any other Credit Document and its duties hereunder and thereunder, upon advice of counsel selected by the Administrative Agent.