ANY L/C ISSUER OR ANY OTHER PERSON FOR LOSSES, CLAIMS,
DAMAGES, LIABILITIES OR EXPENSES OF ANY KIND (WHETHER IN TORT, CONTRACT OR
OTHERWISE) ARISING OUT OF BORROWER'S OR THE ADMINISTRATIVE AGENT'S TRANSMISSION
OF BORROWER MATERIALS THROUGH THE INTERNET, EXCEPT TO THE EXTENT THAT SUCH
LOSSES, CLAIMS, DAMAGES, LIABILITIES OR EXPENSES ARE DETERMINED BY A COURT OF
COMPETENT JURISDICTION BY A FINAL AND NONAPPEALABLE JUDGMENT TO HAVE RESULTED
FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SUCH AGENT PARTY; PROVIDED,
HOWEVER, THAT IN NO EVENT SHALL ANY AGENT PARTY HAVE ANY LIABILITY TO BORROWER,
ANY LENDER, ANY L/C ISSUER OR ANY OTHER PERSON FOR INDIRECT, SPECIAL,
INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (AS OPPOSED TO DIRECT OR ACTUAL
DAMAGES).
(D)
CHANGE OF ADDRESS, ETC.
EACH OF BORROWER, THE ADMINISTRATIVE
AGENT AND THE L/C ISSUERS MAY CHANGE ITS ADDRESS, TELECOPIER OR TELEPHONE NUMBER
FOR NOTICES AND OTHER COMMUNICATIONS HEREUNDER BY NOTICE TO THE OTHER PARTIES
HERETO.
EACH OTHER LENDER MAY CHANGE ITS ADDRESS, TELECOPIER OR TELEPHONE
NUMBER FOR NOTICES AND OTHER COMMUNICATIONS HEREUNDER BY NOTICE TO BORROWER, THE
ADMINISTRATIVE AGENT AND THE L/C ISSUERS.
IN ADDITION, EACH LENDER AGREES TO
NOTIFY THE ADMINISTRATIVE AGENT FROM TIME TO TIME TO ENSURE THAT THE
ADMINISTRATIVE AGENT HAS ON RECORD (I) AN EFFECTIVE ADDRESS, CONTACT NAME,
TELEPHONE NUMBER, TELECOPIER NUMBER AND ELECTRONIC MAIL ADDRESS TO WHICH NOTICES
AND OTHER COMMUNICATIONS MAY BE SENT AND (II) ACCURATE WIRE INSTRUCTIONS FOR
SUCH LENDER.
FURTHERMORE, EACH PUBLIC LENDER AGREES TO CAUSE AT LEAST ONE
INDIVIDUAL AT OR ON BEHALF OF SUCH PUBLIC LENDER TO AT ALL TIMES HAVE SELECTED
THE "PRIVATE SIDE INFORMATION" OR SIMILAR DESIGNATION ON THE CONTENT DECLARATION
SCREEN OF THE PLATFORM IN ORDER TO ENABLE SUCH PUBLIC LENDER OR ITS DELEGATE, IN
ACCORDANCE WITH SUCH PUBLIC LENDER'S COMPLIANCE PROCEDURES AND APPLICABLE LAW,
INCLUDING UNITED STATES FEDERAL AND STATE SECURITIES LAWS, TO MAKE REFERENCE TO
BORROWER MATERIALS THAT ARE NOT MADE AVAILABLE THROUGH THE "PUBLIC SIDE
INFORMATION" PORTION OF THE PLATFORM AND THAT MAY CONTAIN MATERIAL NON-PUBLIC
INFORMATION WITH RESPECT TO BORROWER OR ITS SECURITIES FOR PURPOSES OF UNITED
STATES FEDERAL OR STATE SECURITIES LAWS.
(E)
RELIANCE BY ADMINISTRATIVE AGENT, L/C ISSUER AND LENDERS.
THE
ADMINISTRATIVE AGENT, THE L/C ISSUERS AND THE LENDERS SHALL BE ENTITLED TO RELY
AND ACT UPON ANY NOTICES (INCLUDING TELEPHONIC COMMITTED LOAN NOTICES)
PURPORTEDLY GIVEN BY OR ON BEHALF OF 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 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 BORROWER.
ALL TELEPHONIC NOTICES TO AND
OTHER TELEPHONIC COMMUNICATIONS WITH THE ADMINISTRATIVE AGENT MAY BE RECORDED BY
THE ADMINISTRATIVE AGENT, AND EACH OF THE