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

Reliance by Administrative Agent, LC Issuer and Lenders. Administrative Agent, LC Issuer, and Lenders shall be entitled to rely and act upon any notices (including telephonic Notices of Borrowing) purportedly given by or on behalf of 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. Borrower shall indemnify Administrative Agent, LC 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 Borrower. Notwithstanding the foregoing, nothing contained in this Section 12.1(e) shall exculpate Administrative Agent, LC Issuer, any Lender, or any Related Party of any of them from its gross negligence or willful misconduct or require Borrower to indemnify Administrative Agent, LC Issuer, or any Lender or any Related Party of any of them to the extent that the losses, costs, expenses, and liabilities referred to in the preceding sentence are determined by a court of competent jurisdiction to have resulted from such Person’s own gross negligence or willful misconduct. All telephonic notices to and other communications with Administrative Agent may be recorded by Administrative Agent, and each of the parties hereto hereby consents to such recording.

Reliance by Administrative Agent, LC Issuer and Lenders. The Administrative Agent, the LC Issuer, Issuers and the Lenders shall be entitled to rely and act upon any notices (including telephonic Notices of BorrowingLoan 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 LC Issuer, each Lender, 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 given by or on behalf of the Borrower. Notwithstanding the foregoing, nothing contained in this Section 12.1(e) shall exculpate Administrative Agent, LC Issuer, any Lender, or any Related Party of any of them from its gross negligence or willful misconduct or require Borrower to indemnify Administrative Agent, LC Issuer, or any Lender or any Related Party of any of them except to the extent that the such losses, costs, expenses, and expenses or liabilities referred to in the preceding sentence are determined by a court of competent jurisdiction by a final and nonappealable judgment to have resulted solely from such Person’s own the gross negligence or willful misconductmisconduct of such Person. All telephonic notices to and other telephonic communications with the Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such recording.

Reliance by Administrative Agent, LC Issuer and Lenders. Administrative Agent, LC Issuer, and Lenders shall be entitled to rely and act upon any notices (including telephonic Notices of Borrowing) purportedly given by or on behalf of 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. Borrower shall indemnify Administrative Agent, LC Issuer, each Lender, and the Related Parties of or 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 Borrower. Notwithstanding the foregoing, nothing contained in this Section 12.1(e) shall exculpate Administrative Agent, LC Issuer, any Lender, or any Related Party of any of them from its gross negligence or willful misconduct or require Borrower to indemnify Administrative Agent, LC Issuer, or any Lender Lender, or any Related Party of any of them to the extent that the losses, costs, expenses, and liabilities referred to in the preceding sentence are determined by a court of competent jurisdiction to have resulted from such Person’s own gross negligence or willful misconduct. All telephonic notices to and other communications with Administrative Agent may be recorded by Administrative Agent, and each of the parties hereto hereby consents to such recording.