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

Reliance by Administrative Agent and Xxxxxxx. 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: (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 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 reliance by such Person on each notice purportedly given by, or on behalf of, a 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 Xxxxxxx. The Administrative Agent and the Lenders shall be entitled to rely and act upon any notices (including including, without limitation, telephonic Revolving Loan Noticesor electronic notices, Swing Line Loan Notices and Prepayment NoticesNotice of Loan Prepayment) purportedly given by, by or on behalf of, of any Borrower, Loan Party 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 Borrowers Loan Parties 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, of a BorrowerLoan Party. All telephonic notices to, to and other telephonic communications with, with the Administrative Agent and the Security Agent may be recorded by the Administrative Agent and the Security Agent, and each of the parties hereto hereby consents to such recording.

Reliance by Administrative Agent and Xxxxxxx. The Administrative Agent Agent, the L/C Issuers and the Lenders shall be entitled to rely and act upon any notices (including telephonic Revolving or electronic notices, Loan Notices, Letter of Credit Applications, Notices of Loan Prepayment and Swing Line Loan Notices and Prepayment Notices) purportedly given by, by or on behalf of, any Borrower, of the Company 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 reasonably understood by the recipient, varied from any confirmation thereof. The Borrowers Company shall indemnify the Administrative Agent, each LenderL/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, by or on behalf of, a Borrowerof the Company. All telephonic notices to, to and other telephonic communications with, 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 Xxxxxxx. The Administrative Agent and the Lenders shall be entitled to rely and act upon any notices (including telephonic Revolving Loan Notices, Swing Line or electronic Loan Notices and Prepayment NoticesNotices of Loan Prepayment) purportedly given by, by or on behalf of, of any Borrower, Loan Party 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 Borrowers Loan Parties shall indemnify the Administrative Agent, each Lender, Lender and the Related Parties of each of them from all losses, reasonable and documented out of pocket costs, reasonable and documented out-of-pocket expenses and liabilities resulting from the reliance by such Person on each notice purportedly given by, by or on behalf of, of a BorrowerLoan Party to the extent required pursuant to Section 11.04(b). All telephonic notices to, to and other telephonic communications with, 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 Xxxxxxx. The Administrative Agent and the Lenders 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 Revolving or electronic Loan Notices, Swing Line Loan Notices and Prepayment Notices) purportedly given by, by or on behalf of, any Borrower, of the 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 Borrowers Borrower 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 ofof the Borrower in the absence of bad faith, a Borrowergross negligence or willful misconduct. All telephonic notices to, to and other telephonic communications with, 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 Xxxxxxx. 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 Noticesof Borrowing) purportedly given by, by or on behalf of, any Borrower, of the 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 Borrowers Borrower shall indemnify the Administrative Agent, each Lender, Lender and the their 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, a of the Borrower. The Borrower’s obligations under this paragraph shall survive the termination of the aggregate Commitments and the repayment of all other Obligations hereunder. All telephonic notices to, to and other telephonic communications with, 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 Xxxxxxx. The Administrative Agent and the Lenders shall be entitled to rely and act upon any notices (including telephonic Revolving or electronic notices, Loan Notices, Swing Line and Notices of Loan Notices and Prepayment NoticesPrepayment) purportedly given by, by or on behalf of, any Borrower, of the 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 reasonably understood by the recipient, varied from any confirmation thereof. The Borrowers Borrower 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, a of the Borrower. All telephonic notices to, to and other telephonic communications with, 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 Xxxxxxx. 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: (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 Borrowers 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, a 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 Xxxxxxx. 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 Revolving Loan Notices, Swing Line Loan Notices and Prepayment Notices) purportedly given by, delivered by or on behalf of, of any Borrower, Loan Party or the 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 Borrowers Borrower shall indemnify the Administrative each Agent, -Related Person and each Lender, and the Related Parties of each of them Lender from all losses, costs, expenses and liabilities resulting from the reliance by such Person on each notice purportedly given by, delivered by or on behalf of, a of any Loan Party or Borrower. All telephonic notices to, to and other telephonic communications with, 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 Xxxxxxx. The Administrative Agent and the Lenders shall be entitled to rely and act upon any notices (including including, without limitation, telephonic Revolving Loan Noticesor electronic notices, Swing Line Loan Notices and Prepayment NoticesNotice of Loan Prepayment) purportedly given by, by or on behalf of, of any Borrower, Loan Party 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 Borrowers Loan Parties shall indemnify the Administrative Agent, the Required Lenders, 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, of a BorrowerLoan Party. All telephonic notices to, to and other telephonic communications with, 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 Xxxxxxx. 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: (i) such notices were not made in a manner specified herein, were incomplete, or were not preceded or followed by any CHAR1\1927666v7 other form of notice specified herein; or (ii) the terms thereof, as understood by the recipient, varied from any confirmation thereof. The Borrowers 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, a 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 Xxxxxxx. The Administrative Agent and the Lenders shall be entitled to rely and act upon any notices (including telephonic Revolving or electronic notices, Notices of Borrowing and Notices of Loan Notices, Swing Line Loan Notices and Prepayment NoticesPrepayment) purportedly given by, by or on behalf of, any Borrower, of the 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 Borrowers shall Loan Parties hereby 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, a of the Borrower. All telephonic notices to, to and other telephonic communications with, 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 Xxxxxxx. The Administrative Agent and the Lenders shall be entitled to rely and act upon any notices (including including, without limitation, telephonic Revolving or electronic notices, Loan Notices, Swing Line and Notice of Loan Notices and Prepayment NoticesPrepayment) purportedly given by, by or on behalf of, of any Borrower, Loan Party 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 Borrowers Loan Parties 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, of a BorrowerLoan Party. All telephonic notices to, to and other telephonic communications with, 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 Xxxxxxx. The Administrative Agent Agent, the Lenders and the Lenders Issuing Banks shall be entitled to rely and act upon any notices (including telephonic Revolving notices and Committed Loan Notices, Swing Line Loan Notices and Prepayment Notices) purportedly given by, by or on behalf of, any Borrower, of the 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 Borrowers Loan Parties shall indemnify the Administrative Agent, each Lender, each Issuing Bank 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, a of the Borrower. All telephonic notices to, to and other telephonic communications with, with the Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such recording.