is available and
identifying the website address therefor; provided that for both clauses (i) and
(ii), if such notice or other communication is not sent during the normal
business hours of the recipient, such notice, email or communication shall be
deemed to have been sent at the opening of business on the next Business Day for
the recipient.
(C) THE PLATFORM.
THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE."
THE
AGENT PARTIES (AS DEFINED BELOW) DO 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 AGENT OR ANY OF ITS RELATED PERSONS (COLLECTIVELY, THE "AGENT
PARTIES") HAVE ANY LIABILITY TO THE BORROWER, ANY LENDER 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 OR THE AGENT'S TRANSMISSION
OF BORROWER MATERIALS OR NOTICES THROUGH THE PLATFORM, ANY OTHER ELECTRONIC
PLATFORM OR ELECTRONIC MESSAGING SERVICE, OR THROUGH THE INTERNET.
(D) CHANGE OF ADDRESS, ETC.
EACH OF THE BORROWER AND THE AGENT MAY CHANGE ITS
ADDRESS, FAX NUMBER OR TELEPHONE NUMBER OR E-MAIL ADDRESS FOR NOTICES AND OTHER
COMMUNICATIONS HEREUNDER BY NOTICE TO THE OTHER PARTIES HERETO.
EACH OTHER
LENDER MAY CHANGE ITS ADDRESS, FAX NUMBER OR TELEPHONE NUMBER OR E-MAIL ADDRESS
FOR NOTICES AND OTHER COMMUNICATIONS HEREUNDER BY NOTICE TO THE BORROWER AND THE
AGENT.
IN ADDITION, EACH LENDER AGREES TO NOTIFY THE AGENT FROM TIME TO TIME TO
ENSURE THAT THE AGENT HAS ON RECORD (I) AN EFFECTIVE ADDRESS, CONTACT NAME,
TELEPHONE NUMBER, FAX NUMBER AND E-MAIL ADDRESS TO WHICH NOTICES AND OTHER
COMMUNICATIONS MAY BE SENT AND (II) ACCURATE WIRE INSTRUCTIONS FOR SUCH LENDER.
(E) RELIANCE BY AGENT AND LENDERS.
THE AGENT AND THE LENDERS SHALL BE ENTITLED
TO RELY AND ACT UPON ANY NOTICES (INCLUDING, WITHOUT LIMITATION, TELEPHONIC OR
ELECTRONIC NOTICES, LOAN NOTICES 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 AGENT, 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 THE BORROWER.
ALL TELEPHONIC NOTICES TO AND OTHER TELEPHONIC COMMUNICATIONS WITH THE AGENT MAY
BE RECORDED BY THE AGENT, AND EACH OF THE PARTIES HERETO HEREBY CONSENTS TO SUCH