AGENT AGREES THAT THE
RECEIPT OF THE COMMUNICATIONS BY THE ADMINISTRATIVE AGENT AT ITS E-MAIL ADDRESS
SET FORTH ABOVE SHALL CONSTITUTE EFFECTIVE DELIVERY OF THE COMMUNICATIONS TO THE
ADMINISTRATIVE AGENT FOR PURPOSES OF THE LOAN DOCUMENTS.
EACH LENDER
AGREES
THAT NOTICE TO IT (AS PROVIDED IN THE NEXT SENTENCE) SPECIFYING THAT THE
COMMUNICATIONS HAVE BEEN POSTED TO THE PLATFORM SHALL CONSTITUTE EFFECTIVE
DELIVERY OF THE COMMUNICATIONS TO SUCH LENDER FOR PURPOSES OF THE LOAN
DOCUMENTS.
EACH LENDER AGREES (I) TO NOTIFY THE ADMINISTRATIVE AGENT IN WRITING
(INCLUDING BY ELECTRONIC COMMUNICATION) FROM TIME TO TIME OF SUCH LENDER'S
E-MAIL ADDRESS TO WHICH THE FOREGOING NOTICE MAY BE SENT BY ELECTRONIC
TRANSMISSION AND (II) THAT THE FOREGOING NOTICE MAY BE SENT TO SUCH E-MAIL
ADDRESS.
NOTHING HEREIN SHALL PREJUDICE THE RIGHT OF THE ADMINISTRATIVE AGENT
OR ANY LENDER TO GIVE ANY NOTICE OR OTHER COMMUNICATION PURSUANT TO ANY LOAN
DOCUMENT IN ANY OTHER MANNER SPECIFIED IN SUCH LOAN DOCUMENT.
(H)
EACH LOAN PARTY HEREBY ACKNOWLEDGES THAT
CERTAIN OF THE LENDERS MAY BE "PUBLIC-SIDE" LENDERS (I.E., LENDERS THAT DO NOT
WISH TO RECEIVE MATERIAL NON-PUBLIC INFORMATION WITH RESPECT TO ANY LOAN PARTY
OR ITS SECURITIES) (EACH, A "PUBLIC LENDER").
EACH LOAN PARTY HEREBY AGREES
THAT (I) COMMUNICATIONS THAT ARE TO BE MADE AVAILABLE ON THE PLATFORM TO PUBLIC
LENDERS WHO NOTIFY THE BORROWER AND THE ADMINISTRATIVE AGENT OF SUCH LENDER'S
STATUS AS A PUBLIC LENDER SHALL BE CLEARLY AND CONSPICUOUSLY MARKED BY SUCH LOAN
PARTY AS "PUBLIC," WHICH, AT A MINIMUM, SHALL MEAN THAT THE WORD
103
"PUBLIC" SHALL APPEAR PROMINENTLY ON THE FIRST PAGE THEREOF, (II) BY MARKING
COMMUNICATIONS "PUBLIC," EACH LOAN PARTY SHALL BE DEEMED TO HAVE AUTHORIZED THE
ADMINISTRATIVE AGENT AND THE LENDERS TO TREAT SUCH COMMUNICATIONS AS EITHER
PUBLICLY AVAILABLE INFORMATION OR NOT MATERIAL INFORMATION (ALTHOUGH IT MAY
CONTAIN SENSITIVE BUSINESS INFORMATION AND REMAINS SUBJECT TO THE
CONFIDENTIALITY UNDERTAKINGS OF SECTION 11.08) WITH RESPECT TO SUCH LOAN PARTY
OR ITS SECURITIES FOR PURPOSES OF UNITED STATES FEDERAL AND STATE SECURITIES
LAWS, (III) ALL COMMUNICATIONS MARKED "PUBLIC" ARE PERMITTED TO BE MADE
AVAILABLE THROUGH A PORTION OF THE PLATFORM DESIGNATED "PUBLIC SIDE
INFORMATION," AND (IV) THE ADMINISTRATIVE AGENT SHALL BE ENTITLED TO TREAT ANY
COMMUNICATIONS THAT ARE NOT MARKED "PUBLIC" AS BEING SUITABLE ONLY FOR POSTING
ON A PORTION OF THE PLATFORM NOT DESIGNATED "PUBLIC SIDE INFORMATION."
(I)
EACH LENDER ACKNOWLEDGES THAT UNITED
STATES FEDERAL AND STATE SECURITIES LAWS PROHIBIT ANY PERSON WITH MATERIAL,
NON-PUBLIC INFORMATION ABOUT AN ISSUER FROM PURCHASING OR SELLING SECURITIES OF
SUCH ISSUER OR, SUBJECT TO CERTAIN LIMITED EXCEPTIONS, FROM COMMUNICATING SUCH
INFORMATION TO ANY OTHER PERSON.
EACH LENDER AGREES TO COMPLY WITH APPLICABLE
LAW AND ITS RESPECTIVE CONTRACTUAL OBLIGATIONS WITH RESPECT TO CONFIDENTIAL AND
MATERIAL NON-PUBLIC INFORMATION.
EACH LENDER THAT IS NOT A PUBLIC LENDER
CONFIRMS TO THE ADMINISTRATIVE AGENT THAT SUCH LENDER HAS ADOPTED AND WILL
MAINTAIN INTERNAL POLICIES AND PROCEDURES REASONABLY DESIGNED TO PERMIT SUCH
LENDER TO TAKE DELIVERY OF RESTRICTING INFORMATION (AS DEFINED BELOW) AND
MAINTAIN ITS COMPLIANCE WITH APPLICABLE LAW