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 ANY BORROWER,
ANY LENDER, 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 ANY BORROWER'S, ANY LOAN PARTY'S OR THE ADMINISTRATIVE AGENT'S
TRANSMISSION OF BORROWER MATERIALS OR NOTICES THROUGH THE PLATFORM, ANY OTHER
ELECTRONIC PLATFORM OR ELECTRONIC MESSAGING SERVICE, OR THE INTERNET.
101
ActiveUS 170689984v.4
(D)
CHANGE OF ADDRESS, ETC.
EACH OF THE BORROWERS, THE
ADMINISTRATIVE AGENT, THE L/C ISSUERS AND THE SWING LINE LENDER 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 BORROWERS, THE ADMINISTRATIVE AGENT, THE L/C ISSUERS
AND THE SWING LINE LENDER.
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 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 THE BORROWERS OR ITS SECURITIES FOR PURPOSES OF UNITED STATES
FEDERAL OR STATE SECURITIES LAWS.
(E)
RELIANCE BY ADMINISTRATIVE AGENT, L/C ISSUERS AND LENDERS.
THE ADMINISTRATIVE AGENT, THE L/C ISSUERS AND THE LENDERS, IF ACTING IN GOOD
FAITH AND WITHOUT GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, SHALL BE ENTITLED TO
RELY AND ACT UPON ANY NOTICES (INCLUDING TELEPHONIC OR ELECTRONIC COMMITTED LOAN
NOTICES, LETTER OF CREDIT APPLICATIONS AND SWING LINE LOAN NOTICES) PURPORTEDLY
GIVEN BY OR ON BEHALF OF ANY 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
BORROWERS SHALL INDEMNIFY THE ADMINISTRATIVE AGENT, EACH L/C ISSUER, EACH LENDER
AND THE RELATED PARTIES OF EACH OF THEM FROM ALL LOSSES,