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 (including telephonic notices) purportedly given by or 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 each Agent-Related Person and each Lender, their Affiliates, and their respective officers, directors, employees, agents and attorneys-in-fact 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, except that the Borrower shall not be obligated to indemnify any Person under the provisions of this subsection (d) where such losses, costs, expenses and liabilities are the result of such Person’s willful misconduct or gross negligence. All telephonic notices to and other communications with the Administrative Agent may be recorded by the Administrative Agent, and the Borrower 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 noticesCommitted Loan Notices) 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 Borrower Administrative Agent 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 each Agent-Related Person and each Lender, their Affiliates, and their respective officers, directors, employees, agents and attorneys-in-fact 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 a Responsible Officer of a Borrower or any other Person designated in writing by a Responsible Officer of a Borrower to the Borrower, except that the Borrower shall not be obligated to indemnify any Person under the provisions of this subsection (d) where such losses, costs, expenses and liabilities are the result of such Person’s willful misconduct or gross negligenceAdministrative Agent. All telephonic notices to and other communications with the Administrative Agent may be recorded by the Administrative Agent, and each of the Borrower 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 noticesLoan Notices) purportedly given by or 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 Agent-Lender and the Related Person and Parties of each Lender, their Affiliates, and their respective officers, directors, employees, agents and attorneys-in-fact 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; provided that such indemnity shall not, except as to such Person, be available to the extent that the Borrower shall not be obligated to indemnify any Person under the provisions of this subsection (d) where such losses, costs, expenses and liabilities are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the result gross negligence or willful misconduct of such Person (or the gross negligence or willful misconduct of such Person’s willful misconduct controlled affiliates, officers, directors or gross negligenceemployees). All telephonic notices to and other telephonic communications with the Administrative Agent may be recorded by the Administrative Agent, and each of the Borrower 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 noticesLoan Notices) purportedly given by or 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 each Agent-Related Person and each Lender, their Affiliates, and their respective officers, directors, employees, agents and attorneys-in-fact 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 Borrower, except that the Borrower shall not be obligated to indemnify any Person under the provisions of this subsection (d) where such losses, costs, expenses and liabilities are the result of such Person’s willful misconduct or gross negligence. All telephonic notices to and other communications with the Administrative Agent may be recorded by the Administrative Agent, and each of the Borrower parties hereto hereby consents to such recording. To the extent a Lender or any Credit Party is given written notice of any request for an approval, consent or other decision from the Administrative Agent and such Person fails to reply to any such request within ten (10) Business Days of its receipt (or deemed receipt) thereof, such Lender or Credit Party shall be deemed to have approved the requested action, amendment, waiver or other matter.

Reliance by Administrative Agent and Lenders. The Administrative Agent and the Lenders shall be entitled to rely and act upon any notices (including telephonic noticesCommitted Loan Notices) purportedly given by or on behalf a Responsible Officer of the Borrower Company or any other Loan Party even if (i) such notices were not made in a manner specified herein, were incomplete (except for Committed Loan Notices that are deemed invalid pursuant to Section 2.02) 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 shall indemnify each Agent-Related Person and each Lender, their Affiliates, and their respective officers, directors, employees, agents and attorneys-in-fact 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 Borrower, except Loan Parties; provided that the Borrower such indemnity shall not be obligated available to indemnify any Person under the provisions of this subsection (d) where extent that such losses, costs, expenses and liabilities are resulted from the result gross negligence or willful misconduct of such Person’s willful misconduct Agent-Related Person or gross negligenceLender. All telephonic notices to and other communications with the Administrative Agent may be recorded by the Administrative Agent, and each of the Borrower 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 the Lenders shall be entitled to rely and act upon any notices (including telephonic noticesCommitted Loan Notices, Swing Line Loan Notices, and Conversion/Continuation Notices) purportedly given by or 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 each the Administrative Agent-Related Person and each , the Collateral Agent, the L/C Issuers, the Swing Line Lender, their Affiliates, each Lender and their respective officers, directors, employees, agents and attorneys-in-fact 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, except that the Borrower shall not be obligated to indemnify any Person under the provisions of this subsection (d) where such losses, costs, expenses and liabilities are the result of such Person’s willful misconduct or gross negligence. All telephonic notices to and other telephonic communications with the Administrative Agent may be recorded by the Administrative Agent, and each of the Borrower 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 noticesCommitted Loan Notices) purportedly given by or 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 each Agent-Related Person and each Lender, their Affiliates, and their respective officers, directors, employees, agents and attorneys-in-fact 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 Borrower, except that the Borrower shall not be obligated to indemnify any Person under the provisions of this subsection (d) where such losses, costs, expenses and liabilities are the result of such Person’s willful misconduct or gross negligence. All telephonic notices to and other communications with the Administrative Agent may be recorded by the Administrative Agent, and each of the Borrower 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 the Lenders shall be entitled to rely and act upon any notices (including including, without limitation, telephonic or electronic notices, Loan Notices and Notices of Loan Prepayment) purportedly given by or 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 the Administrative Agent, each Agent-Lender and the Related Person and Parties of each Lender, their Affiliates, and their respective officers, directors, employees, agents and attorneys-in-fact 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, except a Loan Party; provided that the Borrower such indemnity shall not be obligated available to indemnify any Person under the provisions of this subsection (d) where extent such losses, costs, expenses and liabilities are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted from the result of such Person’s gross negligence, bad faith or willful misconduct or gross negligenceof any Indemnitee. All telephonic notices to and other telephonic communications with the Administrative Agent may be recorded by the Administrative Agent, and each of the Borrower 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 noticesCommitted Loan Notices and Swing Line Loan Notices) purportedly given by or 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 each Agent-Related Person and each Lender, their Affiliates, and their respective officers, directors, employees, agents and attorneys-in-fact 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 Borrower, except that the Borrower shall not be obligated to indemnify any Person under the provisions of this subsection (d) where such losses, costs, expenses and liabilities are the result of such Person’s willful misconduct or gross negligence. All telephonic notices to and other communications with the Administrative Agent may be recorded by the Administrative Agent, and each of the Borrower 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 the Lenders shall be entitled to rely and act upon any notices (including telephonic noticesor electronic Borrowing Request) purportedly given by or on behalf of the Borrower or any other 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, herein or (ii) the terms thereof, as understood by the recipient, varied from any confirmation thereof. The Borrower shall indemnify the Administrative Agent, each Agent-Lender and the Related Person and Parties of each Lender, their Affiliates, and their respective officers, directors, employees, agents and attorneys-in-fact of them from all losses, costs, expenses and liabilities resulting from the reliance by such Person on each any notice purportedly given by or on behalf of the Borrower in the absence of gross negligence or willful misconduct by the Administrative Agent in relying on any notice purportedly given by or on behalf of the Borrower, except that the Borrower shall not be obligated to indemnify any Person under the provisions such Lender or Related Party, as applicable, as determined in a final and non-appealable judgment by a court of this subsection (d) where such losses, costs, expenses and liabilities are the result of such Person’s willful misconduct or gross negligencecompetent jurisdiction. All telephonic notices to and other telephonic communications with the Administrative Agent may be recorded by the Administrative Agent, and each of the Borrower 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 noticesLoan Notices) purportedly given by or 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 Agent-Lender and the Related Person and Parties of each Lender, their Affiliates, and their respective officers, directors, employees, agents and attorneys-in-fact 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, except provided that the Borrower such indemnity shall not be obligated available as to indemnify any Person under Indemnitee (as defined in Section 11.04(b)) to the provisions of this subsection (d) where extent that such losses, costs, expenses and liabilities are result from the result gross negligence or willful misconduct of such Person’s willful misconduct or gross negligenceIndemnitee. All telephonic notices to and other telephonic communications with the Administrative Agent may be recorded by the Administrative Agent, and each of the Borrower parties hereto hereby consents to such recording.

Reliance by Administrative Agent and Lenders. The Administrative Agent and the Lenders shall be entitled to to, but shall have no obligation to, rely and act upon any notices (including telephonic notices) purportedly given by or 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, herein or (ii) the terms thereof, as understood by the recipient, varied from any confirmation thereof. The Borrower Company shall indemnify the Administrative Agent, each Agent-Lender and the Related Person and Parties of each Lender, their Affiliates, and their respective officers, directors, employees, agents and attorneys-in-fact of them from all losses, costs, Liabilities and expenses and liabilities resulting from the reliance by such Person on each notice purportedly given by or on behalf of the BorrowerCompany, except to the extent that such Liabilities or expenses are determined by a court of competent jurisdiction by a final and nonappealable judgment to have resulted from the Borrower shall not be obligated to indemnify any Person under the provisions of this subsection (d) where such losses, costs, expenses and liabilities are the result gross negligence or willful misconduct of such Person’s willful misconduct ; provided that in no event shall any such Person have any Liability, on any theory of liability, to the Company, any Lender or gross negligenceany other Person for indirect, special, incidental, consequential or punitive damages (as opposed to direct or actual damages). All telephonic notices to and other telephonic communications with the Administrative Agent may be recorded by the Administrative Agent, and each of the Borrower 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 noticesor electronic Borrowing Request) purportedly given by or on behalf of the Borrower or any other 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, herein or (ii) the terms thereof, as understood by the recipient, varied from any confirmation thereof. The Borrower shall indemnify the Administrative Agent, each Agent-Lender and the Related Person and Parties of each Lender, their Affiliates, and their respective officers, directors, employees, agents and attorneys-in-fact of them from all losses, costs, expenses and liabilities resulting from the reliance by such Person person on each any notice purportedly given by or on behalf of the Borrower in the absence of gross negligence or willful misconduct by the Administrative Agent in relying on any notice purportedly given by or on behalf of the Borrower, except that the Borrower shall not be obligated to indemnify any Person under the provisions such Lender or Related Party, as applicable, as determined in a final and non-appealable judgment by a court of this subsection (d) where such losses, costs, expenses and liabilities are the result of such Person’s willful misconduct or gross negligencecompetent jurisdiction. All telephonic notices to and other telephonic communications with the Administrative Agent may be recorded by the Administrative Agent, and each of the Borrower 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 noticesCommitted Loan Notices and Swing Line Loan Notices) purportedly given by or 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 each Agent-Related Person and each Lender, their Affiliates, and their respective officers, directors, employees, agents and attorneys-in-fact 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 Borrower; provided that such indemnity shall not, except as to any Agent-Related Person or Lender, be available to the extent that the Borrower shall not be obligated to indemnify any Person under the provisions of this subsection (d) where such losses, costs, expenses and liabilities are resulted from 116 the result gross negligence or willful misconduct of such Person’s willful misconduct Agent-Related Person or gross negligenceLender. All telephonic notices to and other communications with the Administrative Agent may be recorded by the Administrative Agent, and each of the Borrower 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, Loan Notices and Notice of Loan Prepayment) purportedly given by or 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 Agent-Lender and the Related Person and Parties of each Lender, their Affiliates, and their respective officers, directors, employees, agents and attorneys-in-fact of them from all reasonable out-of-pocket losses, costs, expenses and liabilities resulting from the reliance by such Person on each notice purportedly given by or on behalf of the Borrower, except that the Borrower shall not be obligated to indemnify any Person under the provisions of this subsection (d) where such lossesIN ALL CASES, costsWHETHER OR NOT CAUSED BY OR ARISING, expenses and liabilities are the result IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE OF SUCH PERSON, absent gross negligence, bad faith or willful misconduct of such Person’s willful misconduct or gross negligence. All telephonic notices to and other telephonic communications with the Administrative Agent may be recorded by the Administrative Agent, and each of the Borrower 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 noticeselectronic Borrowing Requests) purportedly given by the Borrower Representative or on behalf of the either Borrower or any other 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, herein or (ii) the terms thereof, as understood by the recipient, varied from any confirmation thereof. The Borrower Representative shall indemnify the Administrative Agent, each Agent-Lender and the Related Person and Parties of each Lender, their Affiliates, and their respective officers, directors, employees, agents and attorneys-in-fact of them from all losses, costs, expenses and liabilities resulting from the reliance by such Person on each any notice purportedly given by or on behalf of the Borrower, except that Borrower Representative in the Borrower shall not be obligated to indemnify any Person under the provisions absence of this subsection (d) where such losses, costs, expenses and liabilities are the result of such Person’s gross negligence or willful misconduct or gross negligence. All telephonic notices to and other communications with by the Administrative Agent may be recorded in relying on any notice purportedly given by or on behalf of the Administrative AgentBorrowers, such Lender or Related Party, as applicable, as determined in a final and the Borrower hereby consents to such recordingnon-appealable judgment by a court of competent jurisdiction.

Reliance by Administrative Agent and Lenders. The Administrative Agent and the Lenders shall be entitled to rely and act upon any notices (including telephonic noticesCommitted Loan Notices) purportedly given by or on behalf of the Borrower or any Designated 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 each Designated Borrower shall indemnify the Administrative Agent, each Agent-Lender and the Related Person and Parties of each Lender, their Affiliates, and their respective officers, directors, employees, agents and attorneys-in-fact 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 or such applicable Designated Borrower; provided, except that the Borrower such indemnity shall not be obligated available as to indemnify any Person under Indemnitee (as defined in Section 11.04(b)) to the provisions of this subsection (d) where extent that such losses, costs, expenses and liabilities are result from the result gross negligence or willful misconduct of such Person’s willful misconduct or gross negligenceIndemnitee. All telephonic notices to and other telephonic communications with the Administrative Agent may be recorded by the Administrative Agent, and each of the Borrower 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 noticesLoan Notices) purportedly given by or on behalf of the Borrower or the Parent 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 Parent shall jointly and severally indemnify the Administrative Agent, each Agent-Lender and the Related Person and Parties of each Lender, their Affiliates, and their respective officers, directors, employees, agents and attorneys-in-fact 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 or the Parent, except to the extent that the Borrower shall not be obligated to indemnify any Person under the provisions of this subsection (d) where such losses, costs, expenses and expenses, or liabilities are determined in a court of competent jurisdiction by final and nonappealable judgment to have resulted from the result gross negligence or willful misconduct of such Person’s willful misconduct or gross negligence. All telephonic notices to and other communications with the Administrative Agent may be recorded by the Administrative Agent, and each of the Borrower 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 noticesTerm Loan Notices) purportedly given by or 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, except that such parties may not rely on such notices if they do so in bad faith or if doing so would be grossly negligent or would constitute willful misconduct. The Borrower shall indemnify the Administrative Agent, each Agent-Lender and the Related Person and Parties of each Lender, their Affiliates, and their respective officers, directors, employees, agents and attorneys-in-fact 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, except that the Borrower shall not be obligated to indemnify any Person under the provisions of this subsection (d) where for such losses, costs, expenses and liabilities are the that result of from such Person’s parties’ bad faith, gross negligence or willful misconduct or gross negligencemisconduct. All telephonic notices to and other telephonic communications with the Administrative Agent may be recorded by the Administrative Agent, and each of the Borrower 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 noticesRevolving Loan Notices or Term Loan Interest Selection Notices) purportedly given by or on behalf of the Borrower or the 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 and/or the Company, as applicable, shall indemnify each Administrative Agent-Related Person and each Lender, their Affiliates, and their respective officers, directors, employees, agents and attorneys-in-fact 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 BorrowerBorrower and/or the Company, except that as the Borrower shall not be obligated to indemnify any Person under the provisions of this subsection (d) where such losses, costs, expenses and liabilities are the result of such Person’s willful misconduct or gross negligencecase may be. All telephonic notices to and other communications with the Administrative Agent pursuant to Section 2, and all other telephonic notices to the Administrative Agent intended by the Borrower or the Company to satisfy the notice requirements set forth in Section 6 made in compliance with the terms hereof, may be recorded by the Administrative Agent, and each of the Borrower 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 noticesCommitted Loan Notices and Swing Line Loan Notices) purportedly given by or 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 each Agent-Related Person and each Lender, their Affiliates, and their respective officers, directors, employees, agents and attorneys-in-fact 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 Borrower, except that the Borrower shall not be obligated to indemnify any Person under the provisions of in accordance with this subsection clause (d) where such or clause (c) of this Section 10.02, other than, with respect to any Agent-Related Person, the losses, costs, expenses and liabilities are that result from the result gross negligence or willful misconduct of such Agent-Related Person’s willful misconduct or gross negligence. All telephonic notices to and other communications with the Administrative Agent may be recorded by the Administrative Agent, and each of the Borrower 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 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 each Agent-Related Person and each Lender, their Affiliates, and their respective officers, directors, employees, agents and attorneys-in-fact 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, except that the Borrower shall not be obligated to indemnify any Person under the provisions of this subsection (d) where such losses, costs, expenses and liabilities are the result of such Person’s 's willful misconduct or gross negligence. All telephonic notices to and other communications with the Administrative Agent may be recorded by the Administrative Agent, and the Borrower 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 loan notices) purportedly given by or on behalf of the Borrower or any of the Guarantors 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 Guarantors shall indemnify the Administrative Agent, each Agent-Lender and the Related Person and Parties of each Lender, their Affiliates, and their respective officers, directors, employees, agents and attorneys-in-fact 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 or any Guarantor; provided that such indemnity shall not, except that the Borrower shall not be obligated as to indemnify any Person under be available to the provisions of this subsection (d) where extent that such losses, costs, expenses and or liabilities are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted from the result gross negligence or willful misconduct of such Person’s willful misconduct Person or gross negligenceits Related Parties. All telephonic notices to and other telephonic communications with the Administrative Agent may be recorded by the Administrative Agent, and each of the Borrower 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 noticesCommitted Loan Notices and Swing Line Loan Notices) purportedly given by or 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 each Agent-Related Person and each Lender, their Affiliates, and their respective officers, directors, employees, agents and attorneys-in-fact 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 Borrower, except that the Borrower shall not be obligated to indemnify any Person under the provisions of this subsection (d) where such losses, costs, expenses and liabilities are the result of such Person’s willful misconduct or gross negligence. All telephonic notices to and other telephonic communications with the Administrative Agent may be recorded by the Administrative Agent, and each of the Borrower 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 the Lenders shall acting in good faith be entitled to rely and act upon any notices (including telephonic noticesRevolving Loan Notices and Swing Line Loan Notices) purportedly given by or 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 each Agent-Related Person and each Lender, their Affiliates, and their respective officers, directors, employees, agents and attorneys-in-fact 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 BorrowerCompany, except that to the Borrower shall not be obligated to indemnify any Person under the provisions of this subsection (d) where extent such losses, costs, expenses and liabilities are result from the result of such Person’s gross negligence or willful misconduct or gross negligenceof any Agent-Related Person or, in the case of the indemnification of any Lender, such Lender. All telephonic notices to and other communications with the Administrative Agent may be recorded by the Administrative Agent, and each of the Borrower parties hereto hereby consents to such recording.