NOT WARRANT THE ACCURACY OR COMPLETENESS OF
THE BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM
LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALS.
NO WARRANTY
OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD
PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT
PARTY IN CONNECTION WITH THE BORROWER MATERIALS OR THE PLATFORM.
IN NO EVENT
SHALL THE ADMINISTRATIVE AGENT OR ANY OF ITS RELATED PARTIES (COLLECTIVELY, THE
"AGENT PARTIES") HAVE ANY LIABILITY TO THE BORROWER, ANY LENDER, THE ISSUING
BANK OR ANY OTHER PERSON FOR LOSSES, CLAIMS, DAMAGES, LIABILITIES OR EXPENSES OF
ANY KIND (WHETHER IN TORT, CONTRACT OR OTHERWISE) ARISING OUT OF THE BORROWER'S,
ANY LOAN PARTY'S OR THE ADMINISTRATIVE AGENT'S TRANSMISSION OF BORROWER
MATERIALS OR NOTICES THROUGH THE PLATFORM, ANY OTHER ELECTRONIC MESSAGING
SERVICE, OR THROUGH THE INTERNET.
(D)
EACH OF THE BORROWER, THE ADMINISTRATIVE AGENT AND THE
ISSUING BANK MAY CHANGE ITS ADDRESS, FACSIMILE OR TELEPHONE NUMBER FOR NOTICES
AND OTHER COMMUNICATIONS HEREUNDER BY NOTICE TO THE OTHER PARTIES HERETO.
EACH
OTHER LENDER MAY CHANGE ITS ADDRESS, FACSIMILE OR TELEPHONE NUMBER FOR NOTICES
AND OTHER COMMUNICATIONS HEREUNDER BY NOTICE TO THE BORROWER, THE ADMINISTRATIVE
AGENT AND THE ISSUING BANK.
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,
FACSIMILE 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 REQUIREMENTS OF LAW,
INCLUDING UNITED STATES FEDERAL AND STATE SECURITIES REQUIREMENTS OF LAW, 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 THE BORROWER OR ITS SECURITIES FOR
PURPOSES OF UNITED STATES FEDERAL OR STATE SECURITIES LAWS.
(E)
THE ADMINISTRATIVE AGENT, THE ISSUING BANK AND THE LENDERS
SHALL BE ENTITLED TO RELY AND ACT UPON ANY NOTICES (INCLUDING TELEPHONIC
NOTICES, COMMITTED LOAN NOTICES, NOTICES WITH RESPECT TO LETTERS OF CREDIT UNDER
SECTION 2.17 AND NOTICES 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, THE ISSUING BANK, EACH LENDER AND THE RELATED PARTIES
OF EACH OF