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
THEIR SECURITIES FOR PURPOSES OF UNITED STATES FEDERAL OR STATE SECURITIES LAWS.
(E)
RELIANCE BY ADMINISTRATIVE AGENT, EACH
LETTER OF CREDIT ISSUER AND LENDERS. THE ADMINISTRATIVE AGENT, EACH LETTER OF
CREDIT ISSUER AND THE LENDERS SHALL BE ENTITLED TO RELY AND ACT UPON ANY NOTICES
(INCLUDING TELEPHONIC NOTICES) PURPORTEDLY GIVEN BY OR ON BEHALF OF THE
BORROWERS 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, JOINTLY AND
SEVERALLY, INDEMNIFY THE ADMINISTRATIVE AGENT, EACH LETTER OF CREDIT ISSUER,
EACH LENDER AND EACH SUCH PERSON'S AFFILIATES AND THE PARTNERS, DIRECTORS,
OFFICERS, EMPLOYEES, AGENTS, TRUSTEES AND ADVISORS OF SUCH PERSON AND OF SUCH
PERSON'S AFFILIATES, 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 BORROWERS.
11.04
Benefit of Agreement.
(a)
This Agreement
shall be binding upon and inure to the benefit of and be enforceable by the
respective successors and assigns of the parties hereto; provided that no
Borrower may assign or transfer any of its rights or obligations hereunder
without the prior written consent of each of the Lenders.
Each Lender may at
any time grant participations in any of its rights hereunder or under any of the
Notes to another financial institution; provided that in the case of any such
participation, the participant shall not have any rights under this Agreement or
any of the other Credit Documents (the participant's rights against such Lender
in respect of such participation to be those set forth in the agreement executed
by such Lender in favor of the participant relating thereto) and all amounts
payable by the Borrowers hereunder shall be determined as if such Lender had not
sold such participation, except that the participant shall be entitled to the
benefits of Sections 1.10, 1A.06 and 3.04 of this Agreement to