THE CREDIT PARTIES' OR
THE ADMINISTRATIVE AGENT'S TRANSMISSION OF COMMUNICATIONS THROUGH THE INTERNET,
EXCEPT TO THE EXTENT THE LIABILITY OF ANY AGENT PARTY IS FOUND IN A FINAL
NON-APPEALABLE JUDGMENT BY A COURT OF COMPETENT JURISDICTION TO HAVE RESULTED
PRIMARILY FROM SUCH AGENT PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.
82
(IV)
THE ADMINISTRATIVE 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 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.
C.
NOTICES TO SUBSIDIARY BORROWERS.
EACH SUBSIDIARY BORROWER HEREBY
DESIGNATES THE BORROWER AS ITS REPRESENTATIVE AND AGENT ON ITS BEHALF FOR THE
PURPOSES OF GIVING AND RECEIVING ALL NOTICES (OTHER THAN NOTICES OF BORROWING)
AND ANY OTHER DOCUMENTATION REQUIRED TO BE DELIVERED TO IT PURSUANT TO THIS
AGREEMENT AND ANY OTHER LOAN DOCUMENT BY THE ADMINISTRATIVE AGENT OR ANY
LENDER.
THE BORROWER HEREBY ACCEPTS SUCH APPOINTMENT.
THE AGENTS AND THE
LENDERS MAY REGARD ANY NOTICE (OTHER THAN NOTICES OF BORROWING) OR OTHER
COMMUNICATION PURSUANT TO ANY LOAN DOCUMENT FROM THE BORROWER AS A NOTICE OR
COMMUNICATION FROM ALL BORROWERS, AND MAY GIVE ANY NOTICE OR COMMUNICATION
REQUIRED OR PERMITTED TO BE GIVEN TO ANY SUBSIDIARY BORROWER OR SUBSIDIARY
BORROWERS HEREUNDER TO THE BORROWER ON BEHALF OF SUCH SUBSIDIARY BORROWER OR
SUBSIDIARY BORROWERS.
EACH SUBSIDIARY BORROWER AGREES THAT EACH NOTICE,
ELECTION, REPRESENTATION AND WARRANTY, COVENANT, AGREEMENT AND UNDERTAKING MADE
ON ITS BEHALF BY THE BORROWER SHALL BE DEEMED FOR ALL PURPOSES TO HAVE BEEN MADE
BY SUCH SUBSIDIARY BORROWER AND SHALL BE BINDING UPON AND ENFORCEABLE AGAINST
SUCH SUBSIDIARY BORROWER TO THE SAME EXTENT AS IF THE SAME HAD BEEN MADE
DIRECTLY BY SUCH SUBSIDIARY BORROWER.
9.9
Survival of Representations, Warranties and
Agreements.
A.
ALL REPRESENTATIONS, WARRANTIES AND AGREEMENTS MADE HEREIN SHALL
SURVIVE THE EXECUTION AND DELIVERY OF THIS AGREEMENT AND THE MAKING OF THE LOANS
HEREUNDER.
B.
NOTWITHSTANDING ANYTHING IN THIS AGREEMENT OR IMPLIED BY LAW TO
THE CONTRARY, THE AGREEMENTS OF THE CREDIT PARTIES SET FORTH IN SECTIONS 2.8,
2.9C, 9.2, 9.3 AND 9.5 AND THE AGREEMENTS OF LENDERS SET FORTH IN SECTIONS 9.19,
10.2C AND 10.4 SHALL SURVIVE THE PAYMENT OF THE LOANS AND THE TERMINATION OF
THIS AGREEMENT.
9.10
Failure or Indulgence Not Waiver; Remedies
Cumulative.
No failure or delay on the part of any Lead Arranger, any Agent or any Lender in
the exercise of any power, right or privilege hereunder or under any other Loan
Document shall impair such