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

Reliance by Administrative Agent and Lenders. The Administrative Agent and Lender shall be entitled to rely and act upon any notices (including telephonic Loan Notices) purportedly given by or on behalf of the Borrower which the Administrative Agent or Lender believes in good faith to have been given by a duly authorized officer or other person authorized to borrow on behalf of the Borrower even if (i) 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 (ii) the terms thereof, as understood by the recipient, varied from any confirmation thereof. 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 reliance by such Person on each notice purportedly given by or on behalf of the Borrower. All telephonic notices to and other communications with an 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 Lender the Lenders shall be entitled to rely and act upon any notices (including telephonic Loan NoticesNotices and telephonic swingline loan notices) purportedly given by or on behalf of the Borrower which the Administrative Agent or Lender believes in good faith to have been given by a duly authorized officer or other person authorized to borrow on behalf of the Borrower any Loan Party even if (i) 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 (ii) the terms thereof, as understood by the recipient, varied from any confirmation thereof. The Borrower shall indemnify Xxxxxxx-Xxxxxx International (without limiting the Administrative Agent, each Lender and the Related Parties liability of each of them the other Loan Parties to do so in their ratable share) shall indemnify each Agent-Related Person and each Lender from all losses, costs, expenses and liabilities resulting from the reliance by such Person on each notice purportedly given by or on behalf of the Borrowerany Loan Party. All telephonic notices to and other communications with an 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 Lender the Lenders shall be entitled to rely and act upon any notices (including telephonic Loan NoticesBorrowing Requests) purportedly given by or on behalf of the Borrower which the Administrative Agent or Lender believes in good faith to have been given by a duly authorized officer or other person authorized to borrow on behalf of the Borrower even if (i) 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 (ii) the terms thereof, as understood by the recipient, varied from any confirmation thereof. The Borrower shall indemnify the Administrative Agent, Agent each Lender and the Related Parties of each of them from all losses, costs, expenses and liabilities resulting from the reliance by such Person on each notice purportedly given by or on behalf of the BorrowerBorrower unless due to such Person’s gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final non-appealable judgment. All telephonic notices to and other telephonic communications with an 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 Lender 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 a Responsible Officer of a Borrower which or any other Person designated in writing by a Responsible Officer of a Borrower to the Administrative Agent or Lender believes in good faith to have been given by a duly authorized officer or other person authorized to borrow on behalf of the Borrower even if (i) such notices were not otherwise made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein, or (ii) the terms thereof, as understood by the recipient, varied from any confirmation thereof. The Borrower 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 by such Person on each notice purportedly given by or on behalf of a Responsible Officer of a Borrower or any other Person designated in writing by a Responsible Officer of a Borrower to the BorrowerAdministrative Agent. All telephonic notices to and other communications with an 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 Lender the Lenders shall be entitled to rely and act upon any notices (including telephonic Loan NoticesNotices of Borrowing) purportedly given by or on behalf of the Borrower which the Administrative Agent or Lender believes in good faith to have been given by a duly authorized officer or other person authorized to borrow on behalf of the Borrower even if (i) 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 (ii) the terms thereof, as understood by the recipient, varied from any confirmation thereof. The Borrower shall indemnify the Administrative AgentBORROWER SHALL INDEMNIFY THE ADMINISTRATIVE AGENT, each Lender and the Related Parties of each of them from all lossesTHE ISSUING LENDER, costsEACH LENDER AND THEIR RELATED PARTIES FROM ALL LOSSES, expenses and liabilities resulting from the reliance by such Person on each notice purportedly given by or on behalf of the BorrowerCOSTS, EXPENSES 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 communications with an 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 L/C Issuers and Lender the Lenders shall be entitled to rely and act upon any notices (including telephonic or electronic notices, Loan Notices, Letter of Credit Applications, Notices of Loan Prepayment and Swing Line Loan Notices) purportedly given by or on behalf of the Borrower which the Administrative Agent or Lender believes in good faith to have been given by a duly authorized officer or other person authorized to borrow on behalf of the Borrower Company even if (i) 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 (ii) the terms thereof, as reasonably understood by the recipient, varied from any confirmation thereof. The Borrower Company 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 reliance by such Person on each notice purportedly given by or on behalf of the BorrowerCompany. All telephonic notices to and other telephonic communications with an 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 Lender the Lenders shall be entitled to rely and act upon any notices (including telephonic Loan Noticesrequests for Loans) that, in the reasonable judgment of the Administrative Agent and the Lenders, are purportedly given by or on behalf of the Borrower which the Administrative Agent or Lender believes in good faith to have been given by a duly authorized officer or other person authorized to borrow on behalf of the any Co-Borrower even if (i) 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 (ii) the terms thereof, as understood by the recipient, varied from any confirmation thereof. The Borrower and the Co-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 reliance by such Person on each notice that, in the reasonable judgment of such Agent-Related Person, is purportedly given by or on behalf of the Borrower or any Co-Borrower. All telephonic notices to and other communications with an 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, the L/C Issuers, the Swing Line Lender and Lender the Lenders shall be entitled to rely and act upon any notices (including telephonic Committed Loan Notices, Swing Line Loan Notices, and Conversion/Continuation Notices) purportedly given by or on behalf of the Borrower which the Administrative Agent or Lender believes in good faith to have been given by a duly authorized officer or other person authorized to borrow on behalf of the Borrower even if (i) 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 (ii) the terms thereof, as understood by the recipient, varied from any confirmation thereof. The Borrower shall indemnify the Administrative Agent, the Collateral Agent, the L/C Issuers, the Swing Line Lender, each Lender and the Related Parties of each of them from all losses, costs, expenses 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 an 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 Lender the Lenders shall be entitled to rely and act upon any notices (including telephonic Committed Loan Notices) purportedly given by or on behalf of a Responsible Officer of the Borrower which or any other Person designated in writing by a Responsible Officer to the Administrative Agent or Lender believes in good faith to have been given by a duly authorized officer or other person authorized to borrow on behalf of the Borrower even if (i) such notices were not otherwise made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein, or (ii) the terms thereof, as understood by the recipient, varied from any confirmation thereof. 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 reliance by such Person on each notice purportedly given by or on behalf of a Responsible Officer of the BorrowerBorrower or any other Person designated in writing by a Responsible Officer to the Administrative Agent. All telephonic notices to and other communications with an 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 Lender the Lenders shall be entitled to rely and act upon any notices (including telephonic Notices of Borrowing and Swing Line Loan Notices) purportedly given by or on behalf of the Borrower which that the Administrative Agent or such Lender reasonably believes in good faith to have has been given by a duly authorized officer or other person authorized to borrow on behalf of the Borrower even if (i) 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 (ii) the terms thereof, as understood by the recipient, varied from any confirmation thereof. 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 reliance by such Person on each notice purportedly that the Administrative Agent, such Lender or such Related Party reasonably believes has been given by or on behalf of the Borrower. All telephonic notices to and other telephonic communications with an 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 Lender the Lenders shall be entitled to rely and act upon any notices (including telephonic Loan Noticesrequests for Loans and Swing Line Loans) that, in the reasonable judgment of the Administrative Agent and the Lenders, are purportedly given by or on behalf of the Borrower which the Administrative Agent or Lender believes in good faith to have been given by a duly authorized officer or other person authorized to borrow on behalf of the any Co-Borrower even if (i) 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 (ii) the terms thereof, as understood by the recipient, varied from any confirmation thereof. The Borrower and the Co-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 reliance by such Person on each notice that, in the reasonable judgment of such Agent-Related Person, is purportedly given by or on behalf of the Borrower or any Co-Borrower. All telephonic notices to and other communications with an 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 Lender the Lenders shall be entitled to rely and act upon any notices (including telephonic Loan Notices) that, in the reasonable judgment of the Administrative Agent and the Lenders, are purportedly given by or on behalf of the Borrower which the Administrative Agent or Lender believes in good faith to have been given by a duly authorized officer or other person authorized to borrow on behalf of the Borrower even if (i) 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 (ii) the terms thereof, as understood by the recipient, varied from any confirmation thereof. 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 reliance by such Person on each notice that, in the reasonable judgment of such Agent-Related Person, is purportedly given by or on behalf of the Borrower. All telephonic notices to and other communications with an 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 Lender the Lenders shall be entitled to rely and act upon any notices (including telephonic Loan NoticesNotices of Borrowing) purportedly given by or on behalf of the Borrower which the Administrative Agent or Lender believes in good faith to have been given by a duly authorized officer or other person authorized to borrow on behalf of the Borrower even if (i) 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 (ii) the terms thereof, as understood by the recipient, varied from any confirmation thereof. The Borrower shall indemnify the Administrative AgentTHE BORROWER SHALL INDEMNIFY THE ADMINISTRATIVE AGENT, each Lender and the Related Parties of each of them from all lossesTHE SWING LINE LENDER, costsTHE ISSUING BANK, expenses and liabilities resulting from the reliance by such Person on each notice purportedly given by or on behalf of the BorrowerEACH LENDER AND THEIR RELATED PARTIES FROM ALL LOSSES, COSTS, EXPENSES 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 communications with an 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 Lender 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 Borrower which the Administrative Agent or Lender believes in good faith to have been given by a duly authorized officer or other person authorized to borrow on behalf of the Borrower even if (i) 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 (ii) the terms thereof, as understood by the recipient, varied from any confirmation thereof. 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 reliance by such Person on each notice purportedly given by or on behalf of the Borrower. All telephonic notices to and other communications with an the Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such recording. Notwithstanding the foregoing, nothing in this Agreement shall modify any deposit account agreements to the extent there are transfers from such accounts of the Borrower and its Subsidiaries.

Reliance by Administrative Agent and Lenders. The Administrative Agent and Lender 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 the Borrower which the Administrative Agent or Lender believes in good faith to have been given by a duly authorized officer or other person authorized to borrow on behalf of the Borrower Company even if (i) 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 (ii) the terms thereof, as understood by the recipient, varied from any confirmation thereof. The Borrower Company 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 by any such Person on each any notice given or purportedly given by or on behalf of the BorrowerCompany, except, with respect to any written notice only, to the extent such losses result from the gross negligence or willful misconduct of such Agent-Related Person or such Lender. All telephonic notices to and other communications with an 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 Lender the Lenders shall be entitled to rely and act upon any notices (including telephonic Loan Borrowing Notices) purportedly given by or on behalf of the Borrower which the Administrative Agent or Lender believes in good faith to have been given by a duly authorized officer or other person authorized to borrow on behalf of the Borrower even if (i) 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 (ii) the terms thereof, as understood by the recipient, varied from any confirmation thereof. The Borrower shall indemnify the Administrative AgentTHE BORROWER SHALL INDEMNIFY THE ADMINISTRATIVE AGENT, each Lender and the Related Parties of each of them from all lossesTHE SWING LINE LENDER, costsTHE ISSUING BANK, expenses and liabilities resulting from the reliance by such Person on each notice purportedly given by or on behalf of the BorrowerEACH LENDER AND THEIR RELATED PARTIES FROM ALL LOSSES, COSTS, EXPENSES 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 communications with an 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 Lender the Lenders shall be entitled to rely and act upon any notices (including telephonic Loan Noticesrequests for Loans and Swing Line Loans) that, in the reasonable judgment of the Administrative Agent and the Lenders, are purportedly given by or on behalf of the Borrower which the Administrative Agent or Lender believes in good faith to have been given by a duly authorized officer or other person authorized to borrow on behalf of the Borrower even if (i) 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 (ii) the terms thereof, as understood by the recipient, varied from any confirmation thereof. 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 reliance by such Person on each notice that, in the reasonable judgment of such Agent-Related Person, is purportedly given by or on behalf of the Borrower. All telephonic notices to and other communications with an 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, the Swingline Lender, each Issuing Lender and Lender the Lenders shall each be entitled to rely and act upon any notices (including telephonic Loan NoticesNotices of Borrowing) purportedly given believed by or on behalf of the Borrower which the Administrative Agent or Lender believes it in good faith to have been given by a duly authorized officer or other person authorized to borrow on behalf of the Borrower even if (i) 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 (ii) the terms thereof, as understood by the recipient, varied from any confirmation thereof. The Borrower shall indemnify the Administrative each Agent, -Related Persons and each Lender and the Related Parties of each of them from all losses, costs, expenses and liabilities resulting from the 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 the BorrowerBorrower or any other Credit Party. All telephonic notices to and other communications with an the Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such recording. In addition, the Borrower hereby waive the right to dispute the Administrative Agent’s or the Swingline Lender’s record of the terms of such telephonic notice of Borrowing or prepayment of Loans (absent manifest error).

Reliance by Administrative Agent and Lenders. The Administrative Agent and Lender 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 Borrower which the Administrative Agent or Lender believes in good faith to have been given by a duly authorized officer or other person authorized to borrow on behalf of the Borrower Borrowers even if (i) 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 (ii) the terms thereof, as understood by the recipient, varied from any confirmation thereof. The Borrower 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 by such Person on each notice purportedly given by or on behalf of the BorrowerBorrowers. All telephonic notices to and other communications with an the Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such recording. Any notices given by the Administrative Agent or the Lenders to any Borrower shall be deemed given to all the Borrowers.

Reliance by Administrative Agent and Lenders. The Administrative Agent, the Fronting L/C Issuer, the Several L/C Agent and Lender the Lenders shall be entitled to rely and act upon any notices (including telephonic Loan Noticesborrowing notices, if expressly permitted hereunder) purportedly given by or on behalf of the Borrower which the Administrative Agent or Lender believes in good faith to have been given by a duly authorized officer or other person authorized to borrow on behalf of the Borrower even if (i) 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 (ii) the terms thereof, as understood by the recipient, varied from any confirmation thereof. The Borrower shall indemnify the Administrative Agent, the Fronting L/C Issuer, the Several L/C Agent, each Lender and the Related Parties of each of them from all losses, costs, expenses 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 an 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 Lender the Lenders shall be entitled to rely and act upon any notices (including telephonic Loan Noticesrequests for Loans and Swing Line Loans) that, in the reasonable judgment of the Administrative Agent and the Lenders, are purportedly given by or on behalf of the Borrower which the Administrative Agent or Lender believes in good faith to have been given by a duly authorized officer or other person authorized to borrow on behalf of the Borrower even if (i) 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 (ii) the terms thereof, as understood by the recipient, varied from any confirmation thereof. 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 reliance by such Person on each notice that, in the reasonable judgment of such Agent-Related Person, is purportedly given by or on behalf of the Borrower. All telephonic notices to and other communications with an 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 Lender the Lenders, if acting in good faith and without gross negligence or willful misconduct, shall be entitled to rely and act upon any notices (including telephonic or electronic Loan Notices) purportedly given by or on behalf of the Borrower which the Administrative Agent or Lender believes in good faith to have been given by a duly authorized officer or other person authorized to borrow on behalf of the Borrower even if (i) 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 (ii) the terms thereof, as understood by the recipient, varied from any confirmation thereof. 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 reliance by such Person on each notice purportedly given by or on behalf of the BorrowerBorrower in the absence of bad faith, gross negligence or willful misconduct. All telephonic notices to and other telephonic communications with an 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 Lender shall be entitled to rely and act upon any notices (including telephonic Loan Notices) purportedly given by or on behalf of the Borrower which the Administrative Agent or Lender believes in good faith to have been given by a duly authorized officer or other person authorized to borrow on behalf of the Borrower even if (i) 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 (ii) the terms thereof, as understood by the recipient, varied from any confirmation thereof. 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 reliance by such Person on each notice purportedly given by or on behalf of the Borrower. All telephonic notices to and other communications with an 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 Lender 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 Borrower which the Administrative Agent or Lender believes in good faith to have been given by a duly authorized officer or other person authorized to borrow on behalf of the Borrower even if (i) 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 (ii) the terms thereof, as understood by the recipient, varied from any confirmation thereof. The Borrower shall indemnify the Administrative Agent, each Lender, their respective Affiliates, and the partners, directors, officers, employees, agents and advisors of the Administrative Agent and such Lender and of the Related Parties of each of them Administrative Agent and such Lender’s Affiliates from all losses, costs, expenses 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 an 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 each Lender shall be entitled to rely upon and act upon any notices notice, statement, certificate, order, or other document or any telephone message (including telephonic Loan Notices) purportedly given believed in good faith by it to be genuine and correct and to have been signed, sent, or made by or on behalf of the Borrower which the Administrative Agent or Lender believes in good faith to have been given by a duly authorized officer or other person authorized to borrow on behalf of the Borrower Borrower, even if (i) 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, or (ii) the terms thereof, as understood by the recipient, varied from any confirmation thereof. 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 reliance by such Person on each notice purportedly believed in good faith by such Agent-Related Person or Lender to have been given by or on behalf of the Borrower. All telephonic notices to and other communications with an 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 Lender 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 the Borrower which Borrower, to the Administrative Agent or Lender believes extent that, in good faith faith, such party reasonably believes such notice to be genuine and to have been given by a duly authorized officer signed, sent or other person authorized to borrow on behalf of otherwise authenticated the Borrower proper person, even if (i) 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 (ii) the terms thereof, as understood by the recipient, varied from any confirmation thereof. The Borrower shall indemnify the Administrative Agent, each Lender Lender, and the Related Parties of each of them their respective Affiliates, partners, directors, officers, employees, agents and advisors, from all losses, costs, expenses and liabilities resulting from the reliance by such Person Person, in good faith, on each notice purportedly given by or on behalf of the Borrower. All telephonic notices to and other telephonic communications with an 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 Lender 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 by, or on behalf of the Borrower which the Administrative Agent or Lender believes in good faith to have been given by a duly authorized officer or other person authorized to borrow on behalf of the Borrower of, any Borrower, even if if: (i) such notices were not made in a manner specified herein, were incomplete incomplete, or were not preceded or followed by any other form of notice specified herein, ; or (ii) the terms thereof, as understood by the recipient, varied from any confirmation thereof. The Borrower Borrowers shall indemnify the Administrative Agent, each Lender Lender, and the Related Parties of each of them from all losses, costs, expenses and liabilities resulting from the reliance by such Person on each notice purportedly given by by, or on behalf of the of, a Borrower. All telephonic notices to to, and other telephonic communications with an 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 Lender the Lenders shall be entitled to rely and act upon any notices (including telephonic Loan Noticesnotices) purportedly reasonably believed to have been given by or on behalf of the Borrower which the Administrative Agent Parent or Lender believes in good faith to have been given by a duly authorized officer or other person authorized to borrow on behalf of the Borrower even if (i) 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 (ii) the terms thereof, as understood by the recipient, varied from any confirmation thereof. The Borrower shall indemnify the Administrative Agent, Agent and each Lender and the Related Parties and each such Person’s Affiliates and the partners, directors, officers, employees, agents, trustees and advisors of such Person and of such Person’s Affiliates, of each of them from all losses, costs, expenses and liabilities resulting from the reliance by such Person on each notice purportedly which such Person reasonably believe has been given by or on behalf of the BorrowerBorrower or the Parent. All telephonic notices to and other telephonic communications with an 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 Lender 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 Borrower which the Administrative Agent or Lender believes in good faith to have been given by a duly authorized officer or other person authorized to borrow on behalf of the Borrower even if (i) 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 (ii) the terms thereof, as understood by the recipient, varied from any confirmation thereof. 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 reliance by such Person on each notice purportedly given by or on behalf of the Borrower. All telephonic notices to and other communications with an the Administrative Agent in respect of credit services may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such recordingrecording (it being understood that telephonic voicemail shall in any case be permitted).

Reliance by Administrative Agent and Lenders. The Administrative Agent and Lender the Lenders shall be entitled to rely and act upon any notices (including telephonic Loan Noticesrequests for Loans and Swing Line Loans) that, in the reasonable judgment of the Administrative Agent and the Lenders, are purportedly given by or on behalf of the Borrower which the Administrative Agent or Lender believes in good faith to have been given by a duly authorized officer or other person authorized to borrow on behalf of the any Co-Borrower even if (i) 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 (ii) the terms thereof, as understood by the recipient, varied from any confirmation thereof. The Borrower and the Co- 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 reliance by such Person on each notice that, in the reasonable judgment of such Agent-Related Person, is purportedly given by or on behalf of the Borrower or any Co-Borrower. All telephonic notices to and other communications with an 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 Lender the Lenders shall be entitled to rely and act upon any notices (including telephonic Committed 44 Loan Notices) purportedly given by or on behalf of a Responsible Officer of the Borrower which or any other Person designated in writing by a Responsible Officer to the Administrative Agent or Lender believes in good faith to have been given by a duly authorized officer or other person authorized to borrow on behalf of the Borrower even if (i) such notices were not otherwise made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein, or (ii) the terms thereof, as understood by the recipient, varied from any confirmation thereof. 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 reliance by such Person on each notice purportedly given by or on behalf of a Responsible Officer of the BorrowerBorrower or any other Person designated in writing by a Responsible Officer to the Administrative Agent. All telephonic notices to and other communications with an 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 Lender the Lenders shall be entitled to rely and act upon any notices (including telephonic Loan NoticesNotices of Borrowing) purportedly given by or on behalf of the Borrower which the Administrative Agent or Lender believes in good faith to have been given by a duly authorized officer or other person authorized to borrow on behalf of the Borrower even if (i) 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 (ii) the terms thereof, as understood by the recipient, varied from any confirmation thereof. The Borrower shall indemnify the Administrative AgentTHE BORROWER SHALL INDEMNIFY THE ADMINISTRATIVE AGENT, each Lender and the Related Parties of each of them from all lossesTHE ISSUING LENDER, costsEACH LENDER AND THEIR RELATED PARTIES FROM ALL LOSSES, expenses and liabilities resulting from the reliance by such Person on each notice purportedly given by or on behalf of the BorrowerCOSTS, EXPENSES 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 communications with an 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 Lender the Lenders shall be entitled to rely entitlex xx xxly and act upon any notices (including telephonic Notices of Borrowing and Swing Line Loan Notices) purportedly given by or on behalf of the Borrower which that the Administrative Agent or such Lender reasonably believes in good faith to have has been given by a duly authorized officer or other person authorized to borrow on behalf of the Borrower even if (i) 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 (ii) the terms thereof, as understood by the recipient, varied from any confirmation thereof. 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 reliance by such Person on each notice purportedly that the Administrative Agent, such Lender or such Related Party reasonably believes has been given by or on behalf of the Borrower. All telephonic notices to and other telephonic communications with an 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, the Swingline Lender, each Issuing Lender and Lender the Lenders shall each be entitled to rely and act upon any notices (including telephonic Loan NoticesNotices of Borrowing) purportedly given believed by or on behalf of the Borrower which the Administrative Agent or Lender believes it in good faith to have been given by a duly authorized officer or other person authorized to borrow on behalf of the Borrower even if (i) 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 (ii) the terms thereof, as understood by the recipient, varied from any confirmation thereof. The Borrower shall indemnify the Administrative each Agent, -Related Persons and each Lender and the Related Parties of each of them from all losses, costs, expenses and liabilities resulting from the 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 the BorrowerBorrower or any other Credit Party. All telephonic notices to and other communications with an the Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such recording. In addition, the Borrower hereby waives the right to dispute the Administrative Agent’s or the Swingline Lender’s record of the terms of such telephonic notice of Borrowing or prepayment of Loans (absent manifest error).

Reliance by Administrative Agent and Lenders. The Administrative Agent and Lender the Lenders shall be entitled to rely and act upon any notices (including telephonic or electronic notices, Loan Notices, Notices of Loan Prepayment and Swingline Loan Notices) purportedly given by or on behalf of the Borrower which the Administrative Agent or Lender believes in good faith to have been given by a duly authorized officer or other person authorized to borrow on behalf of the any Borrower even if (i) 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 (ii) the terms thereof, as understood by the recipient, varied from any confirmation thereof. The Borrower Loan Parties 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 reliance by such Person on each notice purportedly given by or on behalf of the any Borrower. All telephonic notices to and other telephonic communications with an 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 Lender the Lenders shall be entitled to rely and act upon any notices (including telephonic notices, Loan Notices) purportedly given by or on behalf of the Borrower which the Administrative Agent or Lender believes in good faith to have been given by a duly authorized officer or other person authorized to borrow on behalf of the Borrower even if (i) 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 (ii) the terms thereof, as understood by the recipient, varied from any confirmation thereof. The 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 THE RELATED PARTIES OF EACH OF THEM FROM ALL LOSSES, costsCOSTS, expenses and liabilities resulting from the reliance by such Person on each notice purportedly given by or on behalf of the BorrowerEXPENSES 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 an 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 Lender 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 which the Administrative Agent or Lender believes in good faith to have been given by a duly authorized officer or other person authorized to borrow on behalf of the Borrower even if (i) 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 (ii) the terms thereof, as understood by the recipient, varied from any confirmation thereof. 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 reliance by such Person on each notice purportedly given by or on behalf of the Borrower. All telephonic notices to and other communications with an the Administrative Agent in respect of credit services may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such recordingrecording (it being understood that telephonic voicemail shall in any case be permitted).

Reliance by Administrative Agent and Lenders. The Administrative Agent and Lender the Lenders shall be entitled to rely and act upon any notices (including telephonic Loan Notices) purportedly given by or on behalf of the Borrower which the Administrative Agent or Lender believes in good faith to have been given by a duly authorized officer or other person authorized to borrow on behalf of the Borrower even if (i) 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 (ii) the terms thereof, as understood by the recipient, varied from any confirmation thereof. The Borrower (without limiting the liability of each of the other Loan Parties to do so in their ratable share) 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 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 an the Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such recording.