Common use of Reliance by Administrative Agent and Lenders Clause in Contracts

Reliance by Administrative Agent and Lenders. The Administrative Agent and the Lenders shall be entitled to rely and act upon any notices purportedly given by or on behalf of any Borrower even if (a) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein or (b) the terms thereof, as understood in good faith by the recipient, varied from any confirmation thereof. Each Borrower shall indemnify the Administrative Agent, each Lender and the Related Parties of each of them from all losses, costs, expenses and liabilities resulting from the good faith reliance by such Person on each notice purportedly given by or on behalf of such Borrower, so long as such Persons are not grossly negligent in so relying. All telephonic notices to and other telephonic communications with the Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such recording.

Reliance by Administrative Agent and Lenders. The Administrative Agent Agent, the Lenders and the Issuing Lenders shall be entitled to rely and act upon any notices purportedly given by or on behalf of any the Borrower so long as such notices appear on their face to be authentic even if (ai) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein herein, or (bii) the terms thereof, as understood in good faith by the recipient, varied from any confirmation thereof. Each The Borrower shall indemnify the Administrative Agent, each Lender, each Issuing Lender and the Related Parties of each of them from all losses, costs, expenses and liabilities resulting from the good faith reliance by such Person on each notice purportedly given by or on behalf of such the Borrower, so long as such Persons are not grossly negligent in so relying. All telephonic notices to and other telephonic communications with the Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such recording.

Reliance by Administrative Agent and Lenders. The Administrative Agent and the Lenders shall be entitled to rely and act upon any notices purportedly given by or on behalf of any the Borrower even if (ai) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein herein, or (bii) the terms thereof, as understood in good faith by the recipient, varied from any confirmation thereof. Each The Borrower shall indemnify the Administrative Agent, each Lender and the Related Parties of each of them from all losses, costs, expenses and liabilities resulting from the good faith reliance by such Person on each notice purportedly given by or on behalf of such Borrower, so long the Borrower in the absence of gross negligence or willful misconduct as such Persons are not grossly negligent determined in so relyinga final and non-appealable judgment by a court of competent jurisdiction. All telephonic notices to and other telephonic communications with the Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such recording.

Reliance by Administrative Agent and Lenders. The Administrative Agent and the Lenders shall be entitled to rely and act upon any notices (including telephonic Revolving Loan Notices and Swingline Loan Notices) purportedly given by or on behalf of any Borrower the Borrowers even if (ai) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein herein, or (bii) the terms thereof, as understood in good faith by the recipient, varied from any confirmation thereof. Each Borrower The Borrowers shall jointly and severally indemnify the Administrative Agent, each Lender and the Related Parties of each of them from all losses, costs, expenses and liabilities resulting from the good faith reliance by such Person on each notice purportedly given by or on behalf of such Borrower, so long as such Persons are not grossly negligent in so relyingthe Borrowers. All telephonic notices to and other telephonic communications with the Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such recording.

Reliance by Administrative Agent and Lenders. The Administrative Agent and the Lenders shall be entitled to rely and act upon any notices purportedly (including telephonic Loan Notices) reasonably believed by them to be genuine and to have been given by or on behalf of any Borrower the Borrowers even if (ai) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein herein, or (bii) the terms thereof, as understood in good faith by the recipient, varied from any confirmation thereof. Each Borrower The Borrowers shall jointly and severally indemnify the Administrative each Agent, -Related Person and each Lender and the Related Parties of each of them from all losses, costs, expenses and liabilities resulting from the good faith reliance by such Person on each notice purportedly reasonably believed by it to be genuine and to have been given by or on behalf of such Borrower, so long as such Persons are not grossly negligent in so relyingthe Borrowers. All telephonic notices to and other telephonic communications with the Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such recording.

Reliance by Administrative Agent and Lenders. The Administrative Agent and the Lenders shall be entitled to rely and act upon any notices (including telephonic Loan Notices and Swing Line Loan Notices) purportedly given by or on behalf of any the Borrower even if (ai) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein herein, or (bii) the terms thereof, as understood in good faith by the recipient, varied from any confirmation thereof. Each The Borrower shall indemnify the Administrative each Agent, -Related Person and each Lender for, from and the Related Parties of each of them from against all losses, costs, expenses and liabilities resulting from the good faith reliance by such Person on each notice purportedly given by or on behalf of such the Borrower, so long as such Persons are not grossly negligent in so relying. All telephonic notices to and other telephonic communications with the Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such recording.

Reliance by Administrative Agent and Lenders. The Administrative Agent and the Lenders shall be entitled to rely and act upon any notices (including telephonic Revolving Loan Notices and Swingline Loan Notices) purportedly given by or on behalf of any the Borrower even if (ai) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein herein, or (bii) the terms thereof, as understood in good faith by the recipient, varied from any confirmation thereof. Each The Borrower shall indemnify the Administrative Agent, each Lender and the Related Parties of each of them from all losses, costs, expenses and liabilities resulting from the good faith reliance by such Person on each notice purportedly given by or on behalf of such the Borrower, so long as such Persons are not grossly negligent in so relying. All telephonic notices to and other telephonic communications with the Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such recording.

Reliance by Administrative Agent and Lenders. The Administrative Agent and the Lenders shall be entitled to rely and act upon any notices (including telephonic or electronic Revolving Loan Notices and Swing Line Loan Notices) purportedly given by or on behalf of any the Borrower even if (ai) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein herein, or (bii) the terms thereof, as understood in good faith by the recipient, varied from any confirmation thereof. Each The Borrower shall indemnify the Administrative Agent, each Lender and the Related Parties of each of them from all losses, costs, expenses and liabilities resulting from the good faith reliance by such Person on each notice purportedly given by or on behalf of such the Borrower, so long as such Persons are not grossly negligent in so relying. All telephonic notices to and other telephonic communications with the Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such recording.

Reliance by Administrative Agent and Lenders. The Administrative Agent and the Lenders shall be entitled to rely and act upon any notices (including telephonic Loan Notices and Swing Line Loan Notices if immediately followed by a corresponding Loan Notice in writing) purportedly given by or on behalf of any the Borrower even if (ai) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein herein, or (bii) the terms thereof, as understood in good faith by the recipient, varied from any confirmation thereof. Each The Borrower shall indemnify the Administrative each Agent, -Related Person and each Lender and the Related Parties of each of them from all losses, costs, expenses and liabilities resulting from the good faith reliance by such Person on each notice purportedly given by or on behalf of such the Borrower, so long as such Persons are not grossly negligent in so relying. All telephonic notices to and other telephonic communications with the Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such recording.

Reliance by Administrative Agent and Lenders. The Administrative Agent and the Lenders shall be entitled to rely and act upon any notices (including telephonic notices, Borrowing Requests and Interest Election Requests) purportedly given by or on behalf of any the Borrower even if (ai) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein herein, or (bii) the terms thereof, as understood in good faith by the recipient, varied from any confirmation thereof. Each The Borrower shall indemnify the Administrative Agent, each Arranger, each Lender and the Related Parties of each of them from all losses, costs, expenses and liabilities resulting from the good faith reliance by such Person on each notice purportedly given by or on behalf of such the Borrower, so long as such Persons are not grossly negligent in so relying. All telephonic notices to and other telephonic communications with the Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such recording.

Reliance by Administrative Agent and Lenders. The Administrative Agent and the Lenders shall be entitled to rely and act upon any notices purportedly (including telephonic Committed Loan Notices) reasonably believed by them to be genuine and to have been given by or on behalf of any Borrower the Borrowers even if (ai) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein herein, or (bii) the terms thereof, as understood in good faith by the recipient, varied from any confirmation thereof. Each Borrower The Borrowers shall jointly and severally indemnify the Administrative each Agent, -Related Person and each Lender and the Related Parties of each of them from all losses, costs, expenses and liabilities resulting from the good faith reliance by such Person on each notice purportedly reasonably believed by them to be genuine and to have been given by or on behalf of such Borrower, so long as such Persons are not grossly negligent in so relyingthe Borrowers. All telephonic notices to and other telephonic communications with the Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such recording.

Reliance by Administrative Agent and Lenders. The Administrative Agent and the Lenders shall be entitled to rely and act upon any notices (including telephonic Loan Notices, Letter of Credit Applications and Swing Line Loan Notices if immediately followed by a corresponding Loan Notice in writing) purportedly given by or on behalf of any Borrower even if (ai) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein herein, or (bii) the terms thereof, as understood in good faith by the recipient, varied from any confirmation thereof. Each Borrower The Borrowers shall indemnify the Administrative each Agent, -Related Person and each Lender and the Related Parties of each of them from all losses, costs, expenses and liabilities resulting from the good faith reliance by such Person on each notice purportedly given by or on behalf of such any Borrower, so long as such Persons are not grossly negligent in so relying. All telephonic notices to and other telephonic communications with the Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such recording.

Reliance by Administrative Agent and Lenders. The Administrative Agent and the Lenders shall be entitled to rely and act upon any notices purportedly given by or on behalf of any the Borrower even if (ai) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein or (bii) the terms thereof, as understood in good faith by the recipient, varied from any confirmation thereof. Each The Borrower shall indemnify the Administrative each Agent, -Related Person and each Lender and the Related Parties of each of them from all losses, costs, expenses and liabilities resulting from the good faith reliance by such Person on each notice purportedly given by or on behalf of such the Borrower, so long as except for such Persons are not grossly negligent in so relyinglosses resulting from the Administrative Agent's or Lender's gross negligence or willful misconduct. All telephonic notices to and other telephonic communications with the Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such recording.

Reliance by Administrative Agent and Lenders. The Administrative Agent and the Lenders shall be entitled to rely and act upon any notices purportedly (including telephonic notices and Loan Notices) reasonably believed by them to be genuine and to have been given by or on behalf of any Borrower the Borrowers even if (ai) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein herein, or (bii) the terms thereof, as understood in good faith by the recipient, varied from any confirmation thereof. Each Borrower The Borrowers shall jointly and severally indemnify the Administrative each Agent, -Related Person and each Lender and the Related Parties of each of them from all losses, costs, expenses and liabilities resulting from the good faith reliance by such Person on each notice purportedly reasonably believed by it to be genuine and to have been given by or on behalf of such Borrower, so long as such Persons are not grossly negligent in so relyingthe Borrowers. All telephonic notices to and other telephonic communications with the Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such recording.

Reliance by Administrative Agent and Lenders. The Administrative Agent and the Lenders shall be entitled to rely and act upon any notices (including telephonic or electronic notices and Committed Loan Notices) purportedly given by or on behalf of any the Borrower even if (ai) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein herein, or (bii) the terms thereof, as understood in good faith by the recipient, varied from any confirmation thereof. Each The Borrower shall indemnify the Administrative Agent, each Lender and the Related Parties of each of them from all losses, costs, expenses and liabilities resulting from the good faith reliance by such Person on each notice purportedly given by or on behalf of such Borrower, so long as such Persons are not grossly negligent the Borrower in so relyingaccordance with Section 10.02. All telephonic notices to and other telephonic communications with the Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such recording.

Reliance by Administrative Agent and Lenders. The Administrative Agent and the Lenders shall will be entitled to rely and act upon any notices (including telephonic or electronic notices, Committed Loan Notices, and Swing Line Loan Notices) purportedly given by or on behalf of any Borrower the Company even if (ai) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein herein, or (bii) the terms thereof, as understood in good faith by the recipient, varied from any confirmation thereof. Each Borrower shall The Company will indemnify the Administrative Agent, each Lender and the Related Parties of each of them from all losses, costs, expenses and liabilities resulting from the good faith reliance by such Person on each notice purportedly given by or on behalf of such Borrower, so long as such Persons are not grossly negligent in so relyingthe Company. All telephonic notices to and other telephonic communications with the Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such recording.

Reliance by Administrative Agent and Lenders. The Administrative Agent and the Lenders shall be entitled to rely and act upon any notices (including telephonic Committed Loan Notices and Swing Line Loan Notices) purportedly given by or on behalf of any the Borrower even if (ai) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein herein, or (bii) the terms thereof, as understood in good faith by the recipient, varied from any confirmation thereof. Each The Borrower shall indemnify the Administrative Agent, each L/C Issuer, each Lender and the Related Parties of each of them from all losses, costs, expenses and liabilities resulting from the good faith reliance by such Person on each notice purportedly given by or on behalf of such the Borrower, so long as such Persons are not grossly negligent in so relying. All telephonic notices to and other telephonic communications with the Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such recording.

Reliance by Administrative Agent and Lenders. The Administrative Agent and the Lenders shall be entitled to rely and act upon any notices (including telephonic Committed Loan Notices) purportedly given by or on behalf of any Borrower the Borrowers even if (ai) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein herein, or (bii) the terms thereof, as understood in good faith by the recipient, varied from any confirmation thereof. Each Borrower The Borrowers shall indemnify the Administrative Agent, each Lender and the Related Parties of each of them (other than any Excluded Affiliate) from all losses, costs, expenses and liabilities resulting from the good faith reliance by such Person on each notice purportedly given by or on behalf of such Borrower, so long as such Persons are not grossly negligent the Borrowers in so relyingaccordance with Section 10.05 hereof. All telephonic notices to and other telephonic communications with the Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such recording.

Reliance by Administrative Agent and Lenders. The Administrative Agent and the Lenders shall be entitled to rely and act upon any notices purportedly (including Loan Notices) that the Administrative Agent and the Lenders in good faith believe to have been given by or on behalf of any the Borrower even if (ai) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein herein, or (bii) the terms thereof, as understood in good faith by the recipient, varied from any confirmation thereof. Each The Borrower shall indemnify the Administrative each Agent, -Related Person and each Lender and the Related Parties of each of them from all losses, costs, expenses and liabilities resulting from the good faith reliance by such Person on each notice purportedly that the Administrative Agent and the Lenders in good faith believe to have been given by or on behalf of such the Borrower, so long as such Persons are not grossly negligent in so relying. All telephonic notices to and other telephonic communications with the Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such recording.

Reliance by Administrative Agent and Lenders. The Administrative Agent and the Lenders shall be entitled to rely and act upon any notices (including telephonic Revolving Loan Notices, Swing Line Revolving Loan Notices and Term Loan Interest Rate Selection Notices) purportedly given by or on behalf of any the Borrower even if (ai) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein herein, or (bii) the terms thereof, as understood in good faith by the recipient, varied from any confirmation thereof. Each The Borrower shall indemnify the Administrative each Agent, -Related Person and each Lender and the Related Parties of each of them from all losses, costs, expenses and liabilities resulting from the good faith reliance by such Person on each notice purportedly given by or on behalf of such the Borrower, so long as such Persons are not grossly negligent in so relying. All telephonic notices to and other telephonic communications with the Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such recording.

Reliance by Administrative Agent and Lenders. The Administrative Agent Agent, and the Lenders shall be entitled to rely and act upon any notices (including telephonic notices, Committed Loan Notices and Notice of Loan Prepayment) purportedly given by or on behalf of any Borrower the Company even if (ai) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein herein, or (bii) the terms thereof, as understood in good faith by the recipient, varied from any confirmation thereof. Each Borrower The Company shall indemnify the Administrative Agent, each Lender and the Related Parties of each of them from all losses, costs, expenses and liabilities resulting from the good faith reliance by such Person on each notice purportedly given by or on behalf of such Borrower, so long as such Persons are not grossly negligent in so relyingthe Company. All telephonic notices to and other telephonic communications with the Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such recording.

Reliance by Administrative Agent and Lenders. The Administrative Agent and the Lenders shall be entitled to rely and act upon any notices purportedly (including telephonic Committed Loan Notices) reasonably believed by them to be genuine and to have been given by or on behalf of any Borrower the Borrowers even if (ai) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein herein, or (bii) the terms thereof, as understood in good faith by the recipient, varied from any confirmation thereof. Each Borrower The Borrowers shall jointly and severally indemnify the Administrative each Agent, -Related Person and each Lender and the Related Parties of each of them from all losses, costs, expenses and liabilities resulting from the good faith reliance by such Person on each notice purportedly reasonably believed by it to be genuine and to have been given by or on behalf of such Borrower, so long as such Persons are not grossly negligent in so relyingthe Borrowers. All telephonic notices to and other telephonic communications with the Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such recording.

Reliance by Administrative Agent and Lenders. The Administrative Agent Agent, the Collateral Agent, and the Lenders shall each be entitled to rely and act upon any notices purportedly (including telephonic Notices of Borrowing) believed by it in good faith to have been given by or on behalf of any the Borrower even if (ai) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein herein, or (bii) the terms thereof, as understood in good faith by the recipient, varied from any confirmation thereof. Each The Borrower shall indemnify the Administrative each Agent, -Related Person and each Lender and the Related Parties of each of them from all losses, costs, expenses and liabilities resulting from the good faith reliance by such Person on each notice purportedly believed by the respective such Person in good faith to have been given by or on behalf of such Borrower, so long as such Persons are not grossly negligent in so relyingthe Borrower or any other Credit Party. All telephonic notices to and other telephonic communications with the Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such recording.

Reliance by Administrative Agent and Lenders. The Administrative Agent and the Lenders shall be entitled to rely and act upon any notices (including telephonic Notices of Borrowing) purportedly given by or on behalf of any the Borrower even if (ai) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein herein, or (bii) the terms thereof, as understood in good faith by the recipient, varied from any confirmation thereof. Each Borrower shall indemnify the Administrative AgentThe BORROWER SHALL INDEMNIFY THE ADMINISTRATIVE AGENT, each Lender and the Related Parties of each of them from all lossesEACH LENDER AND THEIR RELATED PARTIES FROM ALL LOSSES, costsCOSTS, expenses and liabilities resulting from the good faith reliance by such Person on each notice purportedly given by or on behalf of such Borrower, so long as such Persons are not grossly negligent in so relyingEXPENSES AND LIABILITIES RESULTING FROM THE RELIANCE BY SUCH PERSON ON EACH NOTICE PURPORTEDLY GIVEN BY OR ON BEHALF OF THE BORROWER. All telephonic notices to and other telephonic communications with the Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such recording.

Reliance by Administrative Agent and Lenders. The Administrative Agent and the Lenders shall be entitled to rely and act upon any notices purportedly given by or on behalf of any either Borrower even if (ai) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein herein, or (bii) the terms thereof, as understood in good faith by the recipient, varied from any confirmation thereof. Each Borrower shall indemnify the Administrative Agent, each Lender and the Related Parties of each of them from all losses, costs, expenses and liabilities resulting from the good faith reliance by such Person on each notice purportedly given by or on behalf of such Borrower, so long any Borrower in the absence of gross negligence or willful misconduct as such Persons are not grossly negligent determined in so relyinga final and non-appealable judgment by a court of competent jurisdiction. All telephonic notices to and other telephonic communications with the Administrative Agent may be recorded by the Administrative Agent, Agent and each of the parties hereto hereby consents to such recording.

Reliance by Administrative Agent and Lenders. The Administrative Agent and the Lenders shall be entitled to rely and act upon any notices (including telephonic Notice of Borrowing) purportedly given by or on behalf of any the Borrower even if (ai) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein herein, or (bii) the terms thereof, as understood in good faith by the recipient, varied from any confirmation thereof. Each Borrower shall indemnify the Administrative AgentTHE BORROWER SHALL INDEMNIFY THE ADMINISTRATIVE AGENT EACH LENDER AND THEIR RELATED PARTIES FROM ALL LOSSES, each Lender and the Related Parties of each of them from all lossesCOSTS, costs, expenses and liabilities resulting from the good faith reliance by such Person on each notice purportedly given by or on behalf of such Borrower, so long as such Persons are not grossly negligent in so relyingEXPENSES AND LIABILITIES RESULTING FROM THE RELIANCE BY SUCH PERSON ON EACH NOTICE PURPORTEDLY GIVEN BY OR ON BEHALF OF THE BORROWER. All telephonic notices to and other telephonic communications with the Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such recording.

Reliance by Administrative Agent and Lenders. The -------------------------------------------- Administrative Agent and the Lenders shall be entitled to rely and act upon any notices (including telephonic Committed Loan Notices and Swing Line Loan Notices) purportedly given by or on behalf of any the Borrower even if (ai) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein herein, or (bii) the terms thereof, as understood in good faith by the recipient, varied from any confirmation thereof. Each The Borrower shall indemnify the Administrative each Agent, -Related Person and each Lender and the Related Parties of each of them from all losses, costs, expenses and liabilities resulting from the good faith reliance by such Person on each notice purportedly given by or on behalf of such the Borrower, so long as such Persons are not grossly negligent in so relying. All telephonic notices to and other telephonic communications with the Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such recording.

Reliance by Administrative Agent and Lenders. The Administrative Agent and the Lenders shall be entitled to rely and act upon any notices purportedly given by or on behalf of any the Borrower even if (aA) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein herein, or (bA) the terms thereof, as understood in good faith by the recipient, varied from any confirmation thereof. Each The Borrower shall indemnify the Administrative Agent, each Lender and the Related Parties of each of them from all losses, costs, expenses and liabilities resulting from the good faith reliance by such Person on each notice purportedly given by or on behalf of such Borrower, so long the Borrower in the absence of gross negligence or willful misconduct as such Persons are not grossly negligent determined in so relyinga final and non-appealable judgment by a court of competent jurisdiction. All telephonic notices to and other telephonic communications with the Administrative Agent may be recorded by the Administrative Agent, Agent and each of the parties hereto hereby consents to such recording.

Reliance by Administrative Agent and Lenders. The Administrative Agent and the Lenders shall be entitled to rely and act upon any notices (including telephonic Committed Loan Notices) purportedly given by or on behalf of the Borrowers (or any Borrower Borrower) even if (ai) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein herein, or (bii) the terms thereof, as understood in good faith by the recipient, varied from any confirmation thereof. Each Borrower The Borrowers shall indemnify the Administrative Agent, each Lender and the Related Parties of each of them from all losses, costs, expenses and liabilities resulting from the good faith reliance by such Person on each notice purportedly given by or on behalf of such the Borrowers or any Borrower, so long as such Persons are not grossly negligent in so relying. All telephonic notices to and other telephonic communications with the Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such recording.

Reliance by Administrative Agent and Lenders. The Administrative Agent and the Lenders shall be entitled to rely and act upon any notices (including telephonic or electronic Committed Loan Notices and Swing Line Loan Notices) purportedly given by or on behalf of any the Borrower even if (ai) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein herein, or (bii) the terms thereof, as understood in good faith by the recipient, varied from any confirmation thereof. Each The Borrower shall indemnify the Administrative Agent, each Lender and the Related Parties of each of them from all losses, costs, expenses and liabilities resulting from the good faith reliance by such Person on each notice purportedly given by or on behalf of such the Borrower, so long as such Persons are not grossly negligent in so relying. All telephonic notices to and other telephonic communications with the Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such recording.

Reliance by Administrative Agent and Lenders. The Administrative Agent and the Lenders shall be entitled to rely and act upon upon, and shall not incur any liability for relying upon, any notices (including telephonic Loan Notices) purportedly given delivered by or on behalf of any Loan Party or the Borrower Representative even if (ai) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein herein, or (bii) the terms thereof, as understood in good faith by the recipient, varied from any confirmation thereof. Each Borrower The Borrowers shall indemnify the Administrative each Agent, -Related Person and each Lender and the Related Parties of each of them from all losses, costs, expenses and liabilities resulting from the reliance, in good faith reliance faith, by such Person on each notice purportedly given delivered by or on behalf of such Borrower, so long as such Persons are not grossly negligent in so relyingany Loan Party or Borrower Representative. All telephonic notices to and other telephonic communications with the Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such recording.

Reliance by Administrative Agent and Lenders. The Administrative Agent and the Lenders shall be entitled to rely and act upon any notices (including telephonic Revolving Loan Notices, Swing Line Loan Notices and Prepayment Notices) purportedly given by or on behalf of any Borrower even if (ai) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein herein, or (bii) the terms thereof, as understood in good faith by the recipient, varied from any confirmation thereof. Each Borrower The Borrowers shall indemnify the Administrative Agent, each Lender and the Related Parties of each of them from all losses, costs, expenses and liabilities resulting from the good faith reliance by such Person on each notice purportedly given by or on behalf of such a Borrower, so long as such Persons are not grossly negligent in so relying. All telephonic notices to and other telephonic communications with the Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such recording.

Reliance by Administrative Agent and Lenders. The Administrative Agent and the Lenders shall be entitled to rely and act upon any notices (including telephonic Revolving Loan Notices, Swing Line Loan Notices and Prepayment Notices) purportedly given by or on behalf of any the Borrower even if (ai) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein herein, or (bii) the terms thereof, as understood in good faith by the recipient, varied from any confirmation thereof. Each The Borrower shall indemnify the Administrative Agent, each Lender and the Related Parties of each of them from all losses, costs, expenses and liabilities resulting from the good faith reliance by such Person on each notice purportedly given by or on behalf of such the Borrower, so long as such Persons are not grossly negligent in so relying. All telephonic notices to and other telephonic communications with the Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such recording.

Reliance by Administrative Agent and Lenders. The Administrative Agent and the Lenders shall be entitled to rely and act upon any notices (including telephonic notices) purportedly and in good faith believed to be given by or on behalf of any Borrower even if (ai) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein herein, or (bii) the terms thereof, as understood in good faith by the recipient, varied from any confirmation thereof. Each Borrower shall The Borrowers jointly and severally indemnify the Administrative Agent, Agent and each Lender and the Related Parties of each of them from all losses, costs, expenses and liabilities resulting from the good faith reliance by such Person on each notice purportedly and believed in good faith to be given by or on behalf of such any Borrower, so long as such Persons are not grossly negligent in so relying. All telephonic notices to and other telephonic communications with the Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such recording.

Reliance by Administrative Agent and Lenders. The Administrative Agent and the Lenders shall be entitled to rely and act upon any notices (including telephonic notices, Committed Loan Notices and Swing Line Loan Notices) purportedly given by or on behalf of any Borrower even if (ai) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein herein, or (bii) the terms thereof, as understood in good faith by the recipient, varied from any confirmation thereof. Each Borrower The Borrowers shall indemnify the Administrative Agent, each Lender and the Related Parties of each of them from all losses, costs, expenses and liabilities resulting from the good faith reliance by such Person on each notice purportedly given by or on behalf of such any Borrower, so long as such Persons are not grossly negligent in so relying. All telephonic notices to and other telephonic communications with the Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such recording.

Reliance by Administrative Agent and Lenders. The Administrative Agent and the Lenders shall be entitled to rely and act upon any notices (including a telephonic request for the Term Loans and telephonic Notices of Conversion/Continuation) purportedly given by or on behalf of any the Borrower even if (ai) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein herein, or (bii) the terms thereof, as understood in good faith by the recipient, varied from any confirmation thereof. Each Borrower The Loan Parties shall indemnify the Administrative Agent, each Lender and the Related Parties of each of them from all losses, costs, expenses and liabilities resulting from the good faith reliance by such Person on each notice purportedly given by or on behalf of such the Borrower, so long as such Persons are not grossly negligent in so relying. All telephonic notices to and other telephonic communications with the Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such recording.

Reliance by Administrative Agent and Lenders. The Administrative Agent and the Lenders shall be entitled to rely and act upon upon, and shall not incur any liability for relying upon, any notices (including telephonic Loan Notices) purportedly given delivered by or on behalf of any Loan Party or the Borrower Representative even if (ai) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein herein, or (bii) the terms thereof, as understood in good faith by the recipient, varied from any confirmation thereof. Each Borrower The Borrowers shall indemnify the Administrative each Agent, -Related Person and each Lender and the Related Parties of each of them from all losses, costs, expenses and liabilities resulting from the good faith reliance by such Person on each notice purportedly given delivered by or on behalf of such Borrower, so long as such Persons are not grossly negligent in so relyingany Loan Party or Borrower Representative. All telephonic notices to and other telephonic communications with the Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such recording.

Reliance by Administrative Agent and Lenders. The Administrative Agent and the Lenders shall be entitled to rely and act upon any notices (including telephonic or electronic Committed Loan Notices and Swing Line Loan Notices) purportedly given by or on behalf of any Borrower even if (ai) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein herein, or (bii) the terms thereof, as understood in good faith by the recipient, varied from any confirmation thereof. Each Borrower The Company shall indemnify the Administrative Agent, each Lender and the Related Parties of each of them from all losses, costs, expenses and liabilities resulting from the good faith reliance by such Person on each notice purportedly given by or on behalf of such any Borrower, so long as such Persons are not grossly negligent in so relying. All telephonic notices to and other telephonic communications with the Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such recording.

Reliance by Administrative Agent and Lenders. The Administrative Agent and the Lenders shall be entitled to rely and act upon any notices (including telephonic Borrowing Notices) purportedly given by or on behalf of any the Borrower so long as such notices appear on their face to be authentic even if (ai) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein herein, or (bii) the terms thereof, as understood in good faith by the recipient, varied from any confirmation thereof. Each The Borrower shall indemnify the Administrative Agent, each Lender and the Related Parties of each of them from all losses, costs, expenses and liabilities resulting from the good faith reliance by such Person on each notice purportedly given by or on behalf of such the Borrower, so long as such Persons are not grossly negligent in so relying. All telephonic notices to and other telephonic communications with the Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such recording.

Reliance by Administrative Agent and Lenders. The Administrative Agent and the Lenders shall be entitled to rely and act upon any notices (including telephonic notices and Committed Loan Notices) purportedly given by or on behalf of any the Borrower even if (ai) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein herein, or (bii) the terms thereof, as understood in good faith by the recipient, varied from any confirmation thereof. Each The Borrower shall indemnify the Administrative Agent, each Lender and the Related Parties of each of them them, in accordance with Section 10.04, from all losses, costs, expenses and liabilities resulting from the good faith reliance by such Person on each notice purportedly given by or on behalf of such the Borrower, so long as such Persons are not grossly negligent in so relying. All telephonic notices to and other telephonic communications with the Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such recording.

Reliance by Administrative Agent and Lenders. The Administrative Agent and the Lenders shall be entitled to rely and act upon any notices (including telephonic Loan Notices and Term Loan Interest Rate Selection Notices) purportedly given by or on behalf of any the Borrower even if (ai) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein herein, or (bii) the terms thereof, as understood in good faith by the recipient, varied from any confirmation thereof. Each The Borrower shall indemnify the Administrative Agent, each Lender and the Related Parties of each of them from all losses, costs, expenses and liabilities resulting from the good faith reliance by such Person on each notice purportedly given by or on behalf of such the Borrower, so long as such Persons are not grossly negligent in so relying. All telephonic notices to and other telephonic communications with the Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such recording.

Reliance by Administrative Agent and Lenders. The Administrative ------------------------------------------- Agent and the Lenders shall be entitled to rely and act upon any notices (including telephonic Committed Loan Notices and Swing Line Loan Notices) purportedly given by or on behalf of any the Borrower even if (ai) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein herein, or (bii) the terms thereof, as understood in good faith by the recipient, varied from any confirmation thereof. Each The Borrower shall indemnify the Administrative each Agent, -Related Person and each Lender and the Related Parties of each of them from all losses, costs, expenses and liabilities resulting from the good faith reliance by such Person on each notice purportedly given by or on behalf of such the Borrower, so long as such Persons are not grossly negligent in so relying. All telephonic notices to and other telephonic communications with the Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such recording.

Reliance by Administrative Agent and Lenders. The Administrative Agent and the Lenders shall be entitled to rely and act upon any notices (including telephonic or electronic notices, Committed Loan Notices and Swing Line Loan Notices) purportedly given by or on behalf of any Borrower even if (ai) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein herein, or (bii) the terms thereof, as understood in good faith by the recipient, varied from any confirmation thereof. Each Borrower The Borrowers shall indemnify the Administrative Agent, each Lender and the Related Parties of each of them from all losses, costs, expenses and liabilities resulting from the good faith reliance by such Person on each notice purportedly given by or on behalf of such any Borrower, so long as such Persons are not grossly negligent in so relying. All telephonic notices to and other telephonic communications with the Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such recording.

Reliance by Administrative Agent and Lenders. The Administrative Agent and the Lenders shall be entitled to rely and act upon any notices (including telephonic Committed Loan Notices) purportedly given by or on behalf of any Borrower the Borrowers even if (ai) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein herein, or (bii) the terms thereof, as understood in good faith by the recipient, varied from any confirmation thereof. Each Borrower The Borrowers shall indemnify the Administrative Agent, each Arranger, the First Amendment Sole Lead Arranger, each Lender and the Related Parties of each of them from all losses, costs, expenses and liabilities resulting from the good faith reliance by such Person on each notice purportedly given by or on behalf of such Borrower, so long as such Persons are not grossly negligent in so relyingthe Borrowers. All telephonic notices to and other telephonic communications with the Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such recording.

Reliance by Administrative Agent and Lenders. The Administrative Agent and the Lenders shall be entitled to rely and act upon any notices (including telephonic Notices of Borrowing) purportedly given by or on behalf of any Borrower even if (ai) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein herein, or (bii) the LETTER OF CREDIT AND REIMBURSEMENT AGREEMENT 58 terms thereof, as understood in good faith by the recipient, varied from any confirmation thereof. Each Borrower shall indemnify the Administrative each Agent, -Related Person and each Lender and the Related Parties of each of them from all losses, costs, expenses expenses, and liabilities resulting from the good faith reliance by such Person on each notice purportedly given by or on behalf of such Borrower, so long as such Persons are not grossly negligent in so relying. All telephonic notices to and other telephonic communications with the Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such recording.

Reliance by Administrative Agent and Lenders. The Administrative Agent and the Lenders shall be entitled to rely and act upon any notices (including telephonic or electronic notices and Committed Loan Notices) purportedly given by or on behalf of any Borrower a Loan Party even if (ai) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein herein, or (bii) the terms thereof, as understood in good faith by the recipient, varied from any confirmation thereof. Each The Borrower shall indemnify the Administrative Agent, each Lender and the Related Parties of each of them from all losses, costs, expenses and liabilities resulting from the good faith reliance by such Person on each notice purportedly given by or on behalf of a Loan Party and believed by such Borrower, so long as such Persons are not grossly negligent Person in so relyinggood faith to be genuine. All telephonic notices to and other telephonic communications with the Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such recording.

Reliance by Administrative Agent and Lenders. The Administrative Agent and the Lenders shall be entitled to rely and act upon any notices (including telephonic notices) purportedly given by or on behalf of Holdings, the Borrower or any Borrower other Loan Party even if (ai) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein or (bii) the terms thereof, as understood in good faith by the recipient, varied from any confirmation thereof. Each Holdings and the Borrower shall shall, jointly and severally, indemnify the Administrative Agent, each Lender and the Related Parties of each of them from all losses, costs, expenses and liabilities resulting from the good faith reliance by such Person on each notice purportedly given by or on behalf of such Holdings or the Borrower, so long as such Persons are not grossly negligent in so relying. All telephonic notices to and other telephonic communications with the Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such recording.

Reliance by Administrative Agent and Lenders. The Administrative Agent and the Lenders shall be entitled to rely and act upon any notices (including telephonic Committed Loan Notices and Swing Line Loan Notices) purportedly given by or on behalf of any the Borrower even if (ai) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein herein, or (bii) the terms thereof, as understood in good faith by the recipient, varied from any confirmation thereof. Each The Borrower shall indemnify the Administrative each Agent, -Related Person and each Lender and the Related Parties of each of them from all losses, costs, expenses and liabilities resulting from the good faith reliance by such Person on each notice purportedly given by or on behalf of the Borrower except to the extent caused by gross negligence or willful misconduct of such Borrower, so long as such Persons are not grossly negligent in so relyingPerson. All telephonic notices to and other telephonic communications with the Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such recording.

Reliance by Administrative Agent and Lenders. The Administrative Agent and the Lenders shall be entitled to rely and act upon any notices (including telephonic or electronic notices, Term Loan Notices and Notice of Loan Prepayment) purportedly given by or on behalf of any Borrower even if (ai) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein herein, or (bii) the terms thereof, as understood in good faith by the recipient, varied from any confirmation thereof. Each Borrower shall indemnify the Administrative Agent, each Lender and the Related Parties of each of them from all losses, costs, expenses and liabilities resulting from the good faith reliance by such Person on each notice purportedly given by or on behalf of such Borrower, so long as such Persons are not grossly negligent in so relying. All telephonic notices to and other telephonic communications with the Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such recording.

Reliance by Administrative Agent and Lenders. The Administrative Agent and the Lenders shall be entitled to rely and act upon any notices (including telephonic or electronic notices, Loan Notices and Notice of Loan Prepayment) purportedly given by or on behalf of any the Borrower even if (ai) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein herein, or (bii) the terms thereof, as understood in good faith by the recipient, varied from any confirmation thereof. Each The Borrower shall indemnify the Administrative Agent, each Lender and the Related Parties of each of them from all losses, costs, expenses and liabilities resulting from the good faith reliance by such Person on each notice purportedly given by or on behalf of such the Borrower, so long as such Persons are not grossly negligent in so relying. All telephonic notices to and other telephonic communications with the Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such recording.

Reliance by Administrative Agent and Lenders. The Administrative Agent and the Lenders shall be entitled to rely and act upon any notices (including telephonic requests for Credit Extensions and telephonic Notices of Conversion/Continuation) purportedly given by or on behalf of any the Borrower even if (ai) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein herein, or (bii) the terms thereof, as understood in good faith by the recipient, varied from any confirmation thereof. Each The Borrower shall indemnify the Administrative Agent, each Lender and the Related Parties of each of them from all losses, costs, expenses and liabilities resulting from the good faith reliance by such Person on each notice purportedly given by or on behalf of such the Borrower, so long as such Persons are not grossly negligent in so relying. All telephonic notices to and other telephonic communications with the Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such recording.

Reliance by Administrative Agent and Lenders. The Administrative Agent, the Collateral Agent and the Lenders shall each be entitled to rely and act upon any notices purportedly (including telephonic Notices of Borrowing) believed by it in good faith to have been given by or on behalf of any Borrower Credit Party even if (ai) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein herein, or (bii) the terms thereof, as understood in good faith by the recipient, varied from any confirmation thereof. Each Borrower The Credit Parties shall indemnify the Administrative each Agent, -Related Person and each Lender and the Related Parties of each of them from all losses, costs, expenses and liabilities resulting from the good faith reliance by such Person on each notice purportedly believed by the respective such Person in good faith to have been given by or on behalf of such Borrower, so long as such Persons are not grossly negligent in so relyingthe Borrowers or any other Credit Party. All telephonic notices to and other telephonic communications with the Administrative Agent may be recorded by the Administrative AgentAgent or any other party, and each of the parties hereto hereby consents to such recording.

Reliance by Administrative Agent and Lenders. The Administrative Agent and the Lenders shall be entitled to rely and act upon any notices (including telephonic Notices of Borrowing) purportedly and reasonably believed to be given by or on behalf of any Borrower Credit Party even if (ai) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein herein, or (bii) the terms thereof, as understood in good faith by the recipient, varied from any confirmation thereof. Each Borrower The Credit Parties shall indemnify the Administrative Agent, each Lender and the Related Parties of each of them from all losses, costs, expenses and liabilities resulting from the good faith reliance by such Person on each notice purportedly and reasonably believed to be given by or on behalf of such Borrower, so long as such Persons are not grossly negligent in so relyinga Credit Party. All telephonic notices to and other telephonic communications with the Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such recording.

Reliance by Administrative Agent and Lenders. The Administrative Agent Agent, the Lenders and the Issuing Lenders shall be entitled to rely and act upon any notices (including telephonic or electronic Loan Notices) purportedly given by or on behalf of any Borrower Loan Party even if (ai) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein herein, or (bii) the terms thereof, as understood in good faith by the recipient, varied from any confirmation thereof. Each Borrower The Loan Parties shall indemnify the Administrative Agent, each Lender, each Issuing Lender and the Related Parties of each of them from all losses, costs, expenses and liabilities resulting from the good faith reliance by such Person on each notice purportedly given by or on behalf of such Borrower, so long as such Persons are not grossly negligent in so relyinga Loan Party. All telephonic notices to and other telephonic communications with the Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such recording.

Reliance by Administrative Agent and Lenders. The Administrative Agent and, the Lenders and the Lenders Issuing Banks shall be entitled to rely and act upon any notices (including telephonic notices and Committed Loan Notices) purportedly given by or on behalf of any the Borrower even if (ai) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein herein, or (bii) the terms thereof, as understood in good faith by the recipient, varied from any confirmation thereof. Each Borrower The Loan Parties shall indemnify the Administrative Agent, each Lender Lender, each Issuing Bank and the Related Parties of each of them from all losses, costs, expenses and liabilities resulting from the good faith reliance by such Person on each notice purportedly given by or on behalf of such the Borrower, so long as such Persons are not grossly negligent in so relying. All telephonic notices to and other telephonic communications with the Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such recording.

Reliance by Administrative Agent and Lenders. The Administrative Agent and the Lenders shall be entitled to rely and act upon any notices (including telephonic Borrowing Notices) purportedly given by or on behalf of any Borrower so long as such notices appear on their face to be authentic even if (ai) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein herein, or (bii) the terms thereof, as understood in good faith by the recipient, varied from any confirmation thereof. Each Borrower The Borrowers shall jointly and severally indemnify the Administrative Agent, each Lender and the Related Parties of each of them from all losses, costs, expenses and liabilities resulting from the good faith reliance by such Person on each notice purportedly given by or on behalf of such any Borrower, so long as such Persons are not grossly negligent in so relying. All telephonic notices to and other telephonic communications with the Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such recording.

Reliance by Administrative Agent and Lenders. The Administrative Agent and the Lenders shall be entitled to rely and act upon any notices (including, without limitation, telephonic or electronic notices, Loan Notices and Notice of Loan Prepayment) purportedly given by or on behalf of any Borrower Loan Party even if (ai) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein herein, or (bii) the terms thereof, as understood in good faith by the recipient, varied from any confirmation thereof. Each Borrower The Loan Parties shall indemnify the Administrative Agent, each Lender and the Related Parties of each of them from all losses, costs, expenses and liabilities resulting from the good faith reliance by such Person on each notice purportedly given by or on behalf of such Borrower, so long as such Persons are not grossly negligent in so relyinga Loan Party. All telephonic notices to and other telephonic communications with the Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such recording.

Reliance by Administrative Agent and Lenders. The Administrative Agent and the Lenders shall be entitled to rely and act upon any notices (including telephonic Committed Loan Notices and Swing Line Loan Notices) purportedly given by or on behalf of any the Borrower even if (ai) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein herein, or (bii) the terms thereof, as understood in good faith by the recipient, varied from any confirmation thereof. Each The Borrower shall indemnify the Administrative each Agent, -Related Person and each Lender for, from and the Related Parties of each of them from against all losses, costs, expenses and liabilities resulting from the good faith reliance by such Person on each notice purportedly given by or on behalf of such the Borrower, so long as such Persons are not grossly negligent in so relying. All telephonic notices to and other telephonic communications with the Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such recording.

Reliance by Administrative Agent and Lenders. The Administrative Agent and the Lenders shall be entitled to rely and act upon any notices (including telephonic Committed Loan Notices-and, Conversion/Continuation Notices and Applications) purportedly given by or on behalf of any Borrower the Borrowers even if (ai) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein herein, or (bii) the terms thereof, as understood in good faith by the recipient, varied from any confirmation thereof. Each Borrower The Borrowers shall indemnify the Administrative Agent, each Lender and the Related Parties of each of them from all losses, costs, expenses and liabilities resulting from the good faith reliance by such Person on each notice purportedly given by or on behalf of such Borrower, so long as such Persons are not grossly negligent in so relyingthe Borrowers. All telephonic notices to and other telephonic communications with the Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such recording.

Reliance by Administrative Agent and Lenders. The Administrative Agent and the Lenders shall be entitled to rely and act upon any notices (including telephonic Borrowing Notices) purportedly given by or on behalf of any a Borrower even if (ai) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein herein, or (bii) the terms thereof, as understood in good faith by the recipient, varied from any confirmation thereof. Each Borrower The Company shall indemnify the Administrative Agent, each Agent Party and each Lender and the Related Parties of each of them from all losses, costs, expenses and liabilities resulting from the good faith reliance by such Person on each notice purportedly given by or on behalf of such a Borrower, so long as except to the extent any such Persons are not grossly negligent in so relyinglosses, costs, expenses or liabilities resulted from the gross negligence or willful misconduct of such Person. All telephonic notices to and other telephonic communications with the Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such recording.

Reliance by Administrative Agent and Lenders. The Administrative Agent and the Lenders shall be entitled to rely and act upon any notices (including telephonic Revolving Loan Notices and Swingline Loan Notices) purportedly given by or on behalf of any the Borrower even if (ai) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein herein, or (bii) the terms thereof, as understood in good faith by the recipient, varied from any confirmation thereof. Each The Borrower shall jointly and severally indemnify the Administrative Agent, each Lender and the Related Parties of each of them from all losses, costs, expenses and liabilities resulting from the good faith reliance by such Person on each notice purportedly given by or on behalf of such the Borrower, so long as such Persons are not grossly negligent in so relying. All telephonic notices to and other telephonic communications with the Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such recording.

Reliance by Administrative Agent and Lenders. The Administrative Agent and the Lenders shall be entitled to rely and act upon any notices (including telephonic Revolving Loan Notices and Swing Line Loan Notices) purportedly given by or on behalf of any Borrower even if (ai) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein herein, or (bii) the terms thereof, as understood in good faith by the recipient, varied from any confirmation thereof. Each Borrower The Borrowers shall indemnify the Administrative Agent, each Lender and the Related Parties of each of them from all losses, costs, expenses and liabilities resulting from the good faith reliance by such Person on each notice purportedly given by or on behalf of such a Borrower, so long as such Persons are not grossly negligent in so relying. All telephonic notices to and other telephonic communications with the Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such recording.

Reliance by Administrative Agent and Lenders. The Administrative Agent and the Lenders shall be entitled to rely and act upon any notices (including telephonic notices) purportedly given by or on behalf of any the Borrower even if (ai) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein herein; provided however that, any correction or other modification of a notice made by the Borrower prior to the required time for such notice shall be binding, or (bii) the terms thereof, as understood in good faith by the recipient, varied from any confirmation thereof. Each The Borrower shall indemnify the Administrative Agent, Agent and each Lender and the Related Parties of each of them from all losses, costs, expenses and liabilities resulting from the good faith reliance by such Person on each notice purportedly given by or on behalf of such the Borrower, so long as such Persons are not grossly negligent in so relying. All telephonic notices to and other telephonic communications with the Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such recording.

Reliance by Administrative Agent and Lenders. The Administrative Agent, the Collateral Agent and the Lenders shall be entitled to rely and act upon any notices (including telephonic Loan Notices) purportedly given by or on behalf of any Borrower Loan Party even if (ai) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein herein, or (bii) the terms thereof, as understood in good faith by the recipient, varied from any confirmation thereof. Each Borrower The Loan Parties shall indemnify the Administrative Agent, the Collateral Agent, each Lender and the Related Parties of each of them from all losses, costs, expenses and liabilities resulting from the good faith reliance by such Person on each notice purportedly given by or on behalf of such Borrower, so long as such Persons are not grossly negligent in so relyinga Loan Party. All telephonic notices to and other telephonic communications with the Administrative Agent or the Collateral Agent may be recorded by the Administrative Agent or the Collateral Agent, as applicable, and each of the parties hereto hereby consents to such recording.

Reliance by Administrative Agent and Lenders. The Administrative Agent and the Lenders shall be entitled to rely and act upon any notices (including telephonic Revolving Loan Notices, Term Loan Interest Rate Selection Notices and Swing Line Loan Notices) purportedly given by or on behalf of any the Borrower even if (ai) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein herein, or (bii) the terms thereof, as understood in good faith by the recipient, varied from any confirmation thereof. Each The Borrower shall indemnify the Administrative each Agent, -Related Person and each Lender and the Related Parties of each of them from all losses, costs, expenses and liabilities resulting from the good faith reliance by such Person on each notice purportedly given by or on behalf of such the Borrower, so long as such Persons are not grossly negligent in so relying. All telephonic notices to and other telephonic communications with the Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such recording.

Reliance by Administrative Agent and Lenders. The Administrative Agent and the Lenders shall be entitled to rely and act upon any notices (including any telephonic or electronic Revolving Loan Notices and Swing Line Loan Notices) purportedly given by or on behalf of any the Borrower even if (ai) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein herein, or (bii) the terms thereof, as understood in good faith by the recipient, varied from any confirmation thereof. Each The Borrower shall indemnify the Administrative Agent, each Lender and the Related Parties of each of them from all losses, costs, expenses and liabilities resulting from the good faith reliance by such Person on each notice purportedly given by or on behalf of such the Borrower, so long as such Persons are not grossly negligent in so relying. All telephonic notices to and other telephonic communications with the Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such recording.

Reliance by Administrative Agent and Lenders. The Administrative Agent and the Lenders shall be entitled to rely and act upon any notices (including telephonic notices, Notices of Borrowing and Notices of Continuation/Conversion) purportedly given by or on behalf of any Borrower the Borrowers even if (ai) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein herein, or (bii) the terms thereof, as understood in good faith by the recipient, varied from any confirmation thereof. Each Borrower The Borrowers shall indemnify the Administrative Agent, each Lender and the Related Parties officers, directors, employees, agents and Affiliates of each of them from all losses, costs, expenses and liabilities resulting from the good faith reliance by such Person on each notice purportedly given by or on behalf of such Borrower, so long as such Persons are not grossly negligent in so relyingthe Borrowers. All telephonic notices to and other telephonic communications with the Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such recording.

Reliance by Administrative Agent and Lenders. The Administrative Agent and the Lenders shall be entitled to rely and act upon any notices (including telephonic Loan Notices, Term Loan Interest Rate Selection Notice and Swing Line Loan Notices) purportedly given by or on behalf of any the Borrower even if (ai) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein herein, or (bii) the terms thereof, as understood in good faith by the recipient, varied from any confirmation thereof. Each The Borrower shall indemnify the Administrative each Agent, -Related Person and each Lender and the Related Parties of each of them from all losses, costs, expenses and liabilities resulting from the good faith reliance by such Person on each notice purportedly given by or on behalf of such the Borrower, so long as such Persons are not grossly negligent in so relying. All telephonic notices to and other telephonic communications with the Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such recording.

Reliance by Administrative Agent and Lenders. The -------------------------------------------- Administrative Agent and the Lenders shall be entitled to rely and act upon any notices (including telephonic Notices of Borrowing and Notices of Conversion/Continuation) purportedly given by or on behalf of any Borrower the Company even if (ai) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein herein, or (bii) the terms thereof, as understood in good faith by the recipient, varied from any confirmation thereof. Each Borrower The Company shall indemnify the each Administrative Agent, -Related Person and each Lender and the Related Parties of each of them from all losses, costs, expenses and liabilities resulting from the good faith reliance by such Person on each notice purportedly given by or on behalf of such Borrower, so long as such Persons are not grossly negligent in so relyingthe Company. All telephonic notices to and other telephonic communications with the Administrative Agent pursuant to Section 2 may be --------- recorded by the Administrative Agent, and each of the parties hereto hereby consents to such recording.

Reliance by Administrative Agent and Lenders. The Administrative Agent and the Lenders shall be entitled to rely and act upon any notices (including telephonic Loan Notices) purportedly given by or on behalf of any the Borrower even if (ai) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein herein, or (bii) the terms thereof, as understood in good faith by the recipient, varied from any confirmation thereof. Each The Company and the Borrower (jointly and severally) shall indemnify the Administrative Agent, each Lender and the Related Parties of each of them from all losses, costs, expenses and liabilities resulting from the good faith reliance by such Person on each notice purportedly given by or on behalf of such the Company or the Borrower, so long as such Persons are not grossly negligent in so relying. All telephonic notices to and other telephonic communications with the Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such recording.

Reliance by Administrative Agent and Lenders. The Administrative Agent and the Lenders shall be entitled to rely and act upon any notices (including, without limitation, telephonic or electronic notices and Notice of Loan Prepayment) purportedly given by or on behalf of any the Borrower even if (ai) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein herein, or (bii) the terms thereof, as understood in good faith by the recipient, varied from any confirmation thereof. Each The Borrower shall indemnify the Administrative Agent, each Lender and the Related Parties of each of them from all losses, costs, expenses and liabilities resulting from the good faith reliance by such Person on each notice purportedly given by or on behalf of such the Borrower, so long as such Persons are not grossly negligent in so relying. All telephonic notices to and other telephonic communications with the Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such recording.

Reliance by Administrative Agent and Lenders. The Administrative Agent Agent, the Issuing bank, the Swingline Lender and the Lenders shall be entitled to rely and act upon any notices (including telephonic requests for Advances, Facility Letters of Credit and Swingline Loans) purportedly given by or on behalf of any Borrower even if (ai) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein herein, or (bii) the terms thereof, as understood in good faith by the recipient, varied from any confirmation thereof. Each Borrower shall indemnify the Administrative each Agent, -Related Person and each Lender and the Related Parties of each of them from all losses, costs, expenses and liabilities resulting from the good faith reliance by such Person on each notice purportedly given by or on behalf of such Borrower, so long as such Persons are not grossly negligent in so relying. All telephonic notices to and other telephonic communications with the Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such recording.

Reliance by Administrative Agent and Lenders. The Administrative Agent and the Lenders shall be entitled to rely and act upon any notices purportedly (including telephonic Loan Notices) reasonably believed by them to be genuine and to have been given by or on behalf of any the Borrower even if (ai) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein herein, or (bii) the terms thereof, as understood in good faith by the recipient, varied from any confirmation thereof. Each The Borrower shall indemnify the Administrative each Agent, -Related Person and each Lender and the Related Parties of each of them from all losses, costs, expenses and liabilities resulting from the good faith reliance by such Person on each notice purportedly reasonably believed by them to be genuine and to have been given by or on behalf of such the Borrower, so long as such Persons are not grossly negligent in so relying. All telephonic notices to and other telephonic communications with the Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such recording.

Reliance by Administrative Agent and Lenders. The Administrative Agent and the Lenders shall be entitled to rely and act upon any notices (including telephonic or electronically mailed Revolving Loan Notices and Swing Line Loan Notices) purportedly given by or on behalf of any the Borrower even if (ai) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein herein, or (bii) the terms thereof, as understood in good faith by the recipient, varied from any confirmation thereof. Each The Borrower shall indemnify the Administrative each Agent, -Related Person and each Lender and the Related Parties of each of them from all losses, costs, expenses and liabilities resulting from the good faith reliance by such Person on each notice purportedly given by or on behalf of such the Borrower, so long as such Persons are not grossly negligent in so relying. All telephonic or electronically mailed notices to and other telephonic communications with the Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such recording.

Reliance by Administrative Agent and Lenders. The Administrative Agent and the Lenders shall be entitled to rely and act upon any notices (including telephonic Borrowing Requests) purportedly given by or on behalf of any Borrower the Borrowers even if (ai) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein herein, or (bii) the terms thereof, as understood in good faith by the recipient, varied from any confirmation thereof. Each Borrower shall indemnify the Administrative AgentTHE BORROWERS SHALL INDEMNIFY THE ADMINISTRATIVE AGENT, each Lender and the Related Parties of each of them from all lossesEACH LENDER AND THEIR RELATED PARTIES FROM ALL LOSSES, costsCOSTS, expenses and liabilities resulting from the good faith reliance by such Person on each notice purportedly given by or on behalf of such Borrower, so long as such Persons are not grossly negligent in so relyingEXPENSES AND LIABILITIES RESULTING FROM THE RELIANCE BY SUCH PERSON ON EACH NOTICE PURPORTEDLY GIVEN BY OR ON BEHALF OF THE BORROWERS. All telephonic notices to and other telephonic communications with the Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such recording.

Reliance by Administrative Agent and Lenders. The Administrative Agent and the Lenders shall be entitled to rely and act upon any notices (including telephonic Revolving Loan Notices) purportedly given by or on behalf of any Borrower the Borrowers even if (ai) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein herein, or (bii) the terms thereof, as understood in good faith by the recipient, varied from any confirmation thereof. Each Borrower The Borrowers shall jointly and severally indemnify the Administrative Agent, the Collateral Agent, each Lender and the Related Parties of each of them from all losses, costs, expenses and liabilities resulting from the good faith reliance by such Person on each notice purportedly given by or on behalf of such Borrower, so long as such Persons are not grossly negligent in so relyingthe Borrowers. All telephonic notices to and other telephonic communications with the Administrative Agent or the Collateral Agent may be recorded by the Administrative Agent or the Collateral Agent, as applicable, and each of the parties hereto hereby consents to such recording.

Reliance by Administrative Agent and Lenders. The Administrative Agent and the Lenders shall be entitled to rely and act upon any notices (including telephonic Revolving Loan Notices, Competitive Bid Requests and Swing Line Loan Notices) purportedly given by or on behalf of any the Borrower even if (ai) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein herein, or (bii) the terms thereof, as understood in good faith by the recipient, varied from any confirmation thereof. Each The Borrower shall indemnify the Administrative each Agent, -Related Person and each Lender and the Related Parties of each of them from all losses, costs, expenses and liabilities resulting from the good faith reliance by such Person on each notice purportedly given by or on behalf of such the Borrower, so long as such Persons are not grossly negligent in so relying. All telephonic notices to and other telephonic communications with the Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such recording.

Reliance by Administrative Agent and Lenders. The Administrative Agent and the Lenders shall be entitled to rely and act upon any notices notice (including telephonic Revolving Loan Notices and Swing Line Loan Notices) purportedly given by or on behalf of any Borrower the Borrowers even if (ai) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein or (bii) the terms thereof, as understood in good faith by the recipient, varied from any confirmation thereof. Each Borrower shall The Borrowers jointly and severally agree to indemnify the Administrative each Agent, -Related Person and each Lender and the Related Parties of each of them from all losses, costs, expenses and liabilities resulting from the good faith reliance by such Person on each notice purportedly given by or on behalf of such either Borrower, so long as such Persons are not grossly negligent in so relying. All telephonic notices to and other telephonic communications with the Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such recording.

Reliance by Administrative Agent and Lenders. The Administrative Agent and the Lenders shall be entitled to rely and act upon any notices purportedly (including telephonic Committed Loan Notices and Swing Line Loan Notices) believed in good faith to have been given by or on behalf of any Borrower even if (ai) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein herein, or (bii) the terms thereof, as understood in good faith by the recipient, varied from any confirmation thereof. Each Borrower The Borrowers shall indemnify the Administrative each Agent, -Related Person and each Lender and the Related Parties of each of them from all losses, costs, expenses and liabilities resulting from the good faith reliance by such Person on each notice purportedly believed in good faith to have been given by or on behalf of such any Borrower, so long as such Persons are not grossly negligent in so relying. All telephonic notices to and other telephonic communications with the Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such recording.

Reliance by Administrative Agent and Lenders. The Administrative Agent and the Lenders shall be entitled to rely and act upon any notices (including telephonic Notices of Committed Borrowing and Notices of Swing Line Loan) purportedly given by or on behalf of any Borrower the Company even if (ai) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein herein, or (bii) the terms thereof, as understood in good faith by the recipient, varied from any confirmation thereof. Each Borrower The Company shall indemnify the each Administrative Agent, -Related Person and each Lender and the Related Parties of each of them from all losses, costs, expenses and liabilities resulting from the good faith reliance by such Person on each notice purportedly given by or on behalf of such Borrower, so long as such Persons are not grossly negligent in so relyingthe Company. All telephonic notices to and other telephonic communications with the Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such recording.

Reliance by Administrative Agent and Lenders. The Administrative Agent and the Lenders shall be entitled to rely and act upon any notices (including telephonic notices and Loan Notices,) purportedly given by or on behalf of any the Borrower even if (ai) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein herein, or (bii) the terms thereof, as understood in good faith by the recipient, varied from any confirmation thereof. Each The Borrower shall indemnify the Administrative Agent, each Arranger, the Syndication Agent, each Co-Documentation Agent, each Lender and the each Related Parties Party of each of them from all losses, costs, expenses and liabilities Liabilities resulting from the good faith reliance by such Person on each notice purportedly given by or on behalf of such the Borrower, so long as such Persons are not grossly negligent in so relying. All telephonic notices to and other telephonic communications with the Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such recording.

Reliance by Administrative Agent and Lenders. The Administrative Agent and the Lenders shall be entitled to rely and act upon any notices (including telephonic Borrowing Notices) purportedly given by or on behalf of any the Borrower even if (ai) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein herein, or (bii) the terms thereof, as understood in good faith by the recipient, varied from any confirmation thereofthereof received after any action was taken in accordance with such terms. Each The Borrower shall indemnify the Administrative Agent, each Lender and the Related Parties of each of them from all losses, costs, expenses and liabilities resulting from the good faith reliance by such Person on each notice purportedly given by or on behalf of such the Borrower, so long as such Persons are not grossly negligent in so relying. All telephonic notices to and other telephonic communications with the Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such recording.

Reliance by Administrative Agent and Lenders. The Administrative Agent and the Lenders shall be entitled to rely and act upon any notices (including telephonic notices) purportedly given by or on behalf of the Borrower or any Borrower other Loan Party even if (ai) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein herein, or (bii) the terms thereof, as understood in good faith by the recipient, varied from any confirmation thereof. Each of Holdings, Intermediate Holdings and the Borrower shall indemnify the Administrative Agent, each Lender and the Related Parties of each of them from all losses, costs, expenses and liabilities resulting from the good faith reliance by such Person on each notice purportedly given by or on behalf of such Borrower, so long as such Persons are not grossly negligent in so relyingthe Borrower or any other Loan Party. All telephonic notices to and other telephonic communications with the Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such recording.

Reliance by Administrative Agent and Lenders. The Administrative Agent and the Lenders shall be entitled to rely and act upon any notices (including, without limitation, telephonic or electronic notices, Loan Notices and notices of prepayment) purportedly given by or on behalf of any Borrower Loan Party even if (ai) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein herein, or (bii) the terms thereof, as understood in good faith by the recipient, varied from any confirmation thereof. Each Borrower The Loan Parties shall indemnify the Administrative Agent, each Lender and the Related Parties of each of them from all losses, costs, expenses and liabilities resulting from the good faith reliance by such Person on each notice purportedly given by or on behalf of such Borrower, so long as such Persons are not grossly negligent in so relyinga Loan Party. All telephonic notices to and other telephonic communications with the Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such recording.

Reliance by Administrative Agent and Lenders. The Administrative Agent and the Lenders shall be entitled to rely and act upon any notices (including any telephonic notice of Borrowing on the Funding Date or any conversion or continuation) purportedly given by or on behalf of any the Borrower even if (ai) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein herein, or (bii) the terms thereof, as understood in good faith by the recipient, varied from any confirmation thereof. Each The Borrower shall indemnify the Administrative Agent, each Lender and the Related Parties of each of them from all losses, costs, expenses and liabilities resulting from the good faith reliance by such Person on each notice purportedly given by or on behalf of such the Borrower, so long as such Persons are not grossly negligent in so relying. All telephonic notices to and other telephonic communications with the Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such recording.

Reliance by Administrative Agent and Lenders. The Administrative Agent and the Lenders shall be entitled to rely and act upon any notices (including telephonic Committed Loan Notices and Swing Line Loan Notices) purportedly given by or on behalf of any the Parent or the Borrower even if (ai) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein herein, or (bii) the terms thereof, as understood in good faith by the recipient, varied from any confirmation thereof. Each The Parent and the Borrower shall each indemnify the Administrative Agent, each Lender and the Related Parties of each of them from all losses, costs, expenses and liabilities resulting from the good faith reliance by such Person on each notice purportedly given by or on behalf of such the Parent or the Borrower, so long as such Persons are not grossly negligent in so relying. All telephonic notices to and other telephonic communications with the Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such recording.

Reliance by Administrative Agent and Lenders. The Administrative Agent and the Lenders shall be entitled to rely and act upon any notices purportedly (including telephonic Revolving Loan Notices and Swing Line Loan Notices) reasonably believed to be given by or on behalf of any Borrower Loan Party even if (ai) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein herein, or (bii) the terms thereof, as understood in good faith by the recipient, varied from any confirmation thereof. Each The Company and the Term Loan Borrower shall indemnify the Administrative each Agent, -Related Person and each Lender and the Related Parties of each of them from all losses, costs, expenses and liabilities resulting from the good faith reliance by such Person on each notice purportedly such Person reasonably believes has been given by or on behalf of such the Company or the Term Loan Borrower, so long as such Persons are not grossly negligent in so relyingapplicable. All telephonic notices to and other telephonic communications with the Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such recording.

Reliance by Administrative Agent and Lenders. The Administrative Agent and the Lenders shall be entitled to rely and act upon any notices purportedly given by or on behalf of any the Borrower even if (ai) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein herein, or (bii) the terms thereof, as understood in good faith by the recipient, varied from any confirmation thereof. Each The Borrower shall indemnify the Administrative Agent, each Lender and the Related Parties of each of them from all losses, costs, expenses and liabilities resulting from the good faith reliance by such Person on each notice purportedly given by or on behalf of such Borrower, so long the Borrower in the absence of gross negligence or willful misconduct as such Persons are not grossly negligent determined in so relyinga final and non-appealable judgment by a court of competent jurisdiction. All telephonic notices to and other telephonic communications with the Administrative Agent may be recorded by the Administrative Agent, Agent and each of the parties hereto hereby consents to such recording.

Reliance by Administrative Agent and Lenders. The Administrative Agent and the Lenders shall be entitled to rely and act upon any notices (including telephonic or electronic notices, Committed Loan Notices and Notices of Loan Prepayment) purportedly given by or on behalf of any Borrower the Company even if (ai) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein herein, or (bii) the terms thereof, as understood in good faith by the recipient, varied from any confirmation thereof. Each Borrower The Company shall indemnify the Administrative Agent, each Lender and the Related Parties of each of them from all losses, costs, expenses and liabilities resulting from the good faith reliance by such Person on each notice purportedly given by or on behalf of such Borrower, so long as such Persons are not grossly negligent in so relyingthe Company. All telephonic notices to and other telephonic communications with the Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such recording.

Reliance by Administrative Agent and Lenders. The Administrative Agent and the Lenders shall be entitled to rely and act upon any notices (including telephonic Committed Loan Notices and Swing Line Loan Notices) purportedly given by or on behalf of the Borrower by any Borrower Responsible Officer even if (ai) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein herein, or (bii) the terms thereof, as understood in good faith by the recipient, varied from any confirmation thereof. Each The Borrower shall indemnify the Administrative each Agent, -Related Person and each 120 Keystone Senior Credit Agreement Lender and the Related Parties of each of them from all losses, costs, expenses and liabilities resulting from the good faith reliance by such Person on each notice purportedly given by or on behalf of such Borrower, so long as such Persons are not grossly negligent in so relyingthe Borrower by any Responsible Officer. All telephonic notices to and other telephonic communications with the Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such recording.

Reliance by Administrative Agent and Lenders. The Administrative Agent Agent, and the Lenders shall be entitled to rely and act upon any notices (including, without limitation, telephonic or electronic notices, Loan Notices, and Notice of Loan Prepayment) purportedly given by or on behalf of any Borrower Loan Party even if (ai) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein herein, or (bii) the terms thereof, as understood in good faith by the recipient, varied from any confirmation thereof. Each Borrower The Loan Parties shall indemnify the Administrative Agent, each Lender and the Related Parties of each of them from all losses, costs, expenses and liabilities resulting from the good faith reliance by such Person on each notice purportedly given by or on behalf of such Borrower, so long as such Persons are not grossly negligent in so relyinga Loan Party. All telephonic notices to and other telephonic communications with the Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such recording.

Reliance by Administrative Agent and Lenders. The Administrative Agent and the Lenders shall be entitled to rely and act upon any notices (including telephonic Committed Loan Notices and Swing Line Loan Notices) purportedly given by or on behalf of any the Borrower even if (ai) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein herein, or (bii) the terms thereof, as understood in good faith by the recipient, varied from any confirmation thereof. Each The Borrower shall indemnify the Administrative Agent, each Lender and the Related Parties of each of them from all losses, costs, expenses and liabilities resulting from the good faith reliance by such Person on each notice purportedly given by or on behalf of such the Borrower, so long as such Persons are not grossly negligent in so relying. All telephonic notices to and other telephonic communications with the Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such recording.

Reliance by Administrative Agent and Lenders. The Administrative Agent and the Lenders shall be entitled to rely and act upon any notices (including telephonic Borrowing Requests) purportedly given by or on behalf of any the Borrower even if (ai) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein herein, or (bii) the terms thereof, as understood in good faith by the recipient, varied from any confirmation thereof. Each The Borrower shall indemnify the Administrative Agent, each Lender Lender, their Affiliates and the Related Parties of each of them their respective partners, directors, officers, employees, agents and advisors from all losses, costs, expenses and liabilities resulting from the good faith reliance by such Person on each notice purportedly given by or on behalf of such the Borrower, so long as such Persons are not grossly negligent in so relying. All telephonic notices to and other telephonic communications with the Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such recording.

Reliance by Administrative Agent and Lenders. The Administrative Agent, the Collateral Agent and the Lenders shall each be entitled to rely and act upon any notices purportedly (including telephonic Notices of Borrowing) believed by it in good faith to have been given by or on behalf of any the Borrower even if (ai) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein herein, or (bii) the terms thereof, as understood in good faith by the recipient, varied from any confirmation thereof. Each The Borrower shall indemnify the Administrative each Agent, -Related Person and each Lender and the Related Parties of each of them from all losses, costs, expenses and liabilities resulting from the good faith reliance by such Person on each notice purportedly believed by the respective such Person in good faith to have been given by or on behalf of such Borrower, so long as such Persons are not grossly negligent in so relyingthe Borrower or any other Credit Party. All telephonic notices to and other telephonic communications with the Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such recording.

Reliance by Administrative Agent and Lenders. The Administrative Agent and the Lenders shall be entitled to rely and act upon any notices (including telephonic Committed Loan Notices and Conversion/Continuation Notices) purportedly given by or on behalf of any Borrower the Borrowers even if (ai) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein herein, or (bii) the terms thereof, as understood in good faith by the recipient, varied from any confirmation thereof. Each Borrower The Borrowers shall indemnify the Administrative Agent, each Lender and the Related Parties of each of them from all losses, costs, expenses and liabilities resulting from the good faith reliance by such Person on each notice purportedly given by or on behalf of such Borrower, so long as such Persons are not grossly negligent in so relyingthe Borrowers. All telephonic notices to and other telephonic communications with the Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such recording.

Reliance by Administrative Agent and Lenders. The Administrative Agent and the Lenders each Lender shall be entitled to rely upon and act upon any notices purportedly given notice, statement, certificate, order, or other document or any telephone message (including telephonic Loan Notices) believed in good faith by it to be genuine and correct and to have been signed, sent, or made by or on behalf of any Borrower the Borrower, even if (ai) such telephonic notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein herein, or (bii) the terms thereof, as understood in good faith by the recipient, varied from any confirmation thereof. Each The Borrower shall indemnify the Administrative each Agent, -Related Person and each Lender and the Related Parties of each of them from all losses, costs, expenses expenses, and liabilities resulting from the good faith reliance by such Person on each notice purportedly believed in good faith by such Agent-Related Person or such Lender to have been given by or on behalf of such the Borrower, so long as such Persons are not grossly negligent in so relying. All telephonic notices to and other telephonic communications with the Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such recording.

Reliance by Administrative Agent and Lenders. The Administrative Agent and the Lenders shall be entitled to rely and act upon any notices (including telephonic Committed Loan Notices and Swingline Loan Notices) purportedly given by or on behalf of any the Borrower even if (ai) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein herein, or (bii) the terms thereof, as understood in good faith by the recipient, varied from any confirmation thereof. Each The Borrower shall indemnify the Administrative Agent, each Lender and the Related Parties of each of them from all losses, costs, expenses and liabilities resulting from the good faith reliance by such Person on each notice purportedly given by or on behalf of such the Borrower, so long as such Persons are not grossly negligent in so relying. All telephonic notices to and other telephonic communications with the Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such recording.

Reliance by Administrative Agent and Lenders. The Administrative Agent and the Lenders shall be entitled to rely and act upon any notices (including telephonic Committed Loan Notices) purportedly given by or on behalf of any the Borrower even if (ai) such notices were not made in a manner specified Syniverse Magellan Finance Credit Agreement 23837750v1 herein, were incomplete or were not preceded or followed by any other form of notice specified herein herein, or (bii) the terms thereof, as understood in good faith by the recipient, varied from any confirmation thereof. Each The Borrower shall indemnify the Administrative Agent, each Lender and the Related Parties of each of them from all losses, costs, expenses and liabilities resulting from the good faith reliance by such Person on each notice purportedly given by or on behalf of such the Borrower, so long as such Persons are not grossly negligent in so relying. All telephonic notices to and other telephonic communications with the Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such recording.

Reliance by Administrative Agent and Lenders. The Administrative Agent and the Lenders shall be entitled to rely and act upon any notices (including telephonic Committed Loan Notices) purportedly given by or on behalf of any either Borrower even if (ai) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein herein, or (bii) the terms thereof, as understood in good faith by the recipient, varied from any confirmation thereof. Each Borrower (jointly and severally) shall indemnify the Administrative Agent, each Lender and the Related Parties of each of them from all losses, costs, expenses and liabilities resulting from the good faith reliance by such Person on each notice purportedly given by or on behalf of such either Borrower, so long as such Persons are not grossly negligent in so relying. All telephonic notices to and other telephonic communications with the Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such recording.

Reliance by Administrative Agent and Lenders. The Administrative Agent Agent, the and the Lenders shall be entitled to rely and act upon any notices (including telephonic borrowing requests) purportedly given by or on behalf of any of the Borrowers or the Borrower Representative even if (ai) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein herein, or (bii) the terms thereof, as understood in good faith by the recipient, varied from any confirmation thereof. Each Borrower The Borrowers shall indemnify the Administrative Agent, Agent and each Lender and the Related Parties of each of them from all losses, costs, expenses and liabilities resulting from the good faith reliance by such Person on each notice purportedly given by or on behalf of such Borrower, so long as such Persons are not grossly negligent in so relyingthe Borrowers. All telephonic notices to and other telephonic communications with the Administrative Agent may be recorded by the Administrative Agent, Agent and each of the parties hereto hereby consents to such recording.