LENDER AND SWING LINE LENDER MAY CHANGE ITS ADDRESS, ELECTRONIC MAIL
ADDRESS, TELECOPIER OR TELEPHONE NUMBER FOR NOTICES AND OTHER COMMUNICATIONS
HEREUNDER BY NOTICE TO THE OTHER PARTIES HERETO.
EACH OTHER LENDER MAY CHANGE
ITS ADDRESS, TELECOPIER OR TELEPHONE NUMBER FOR NOTICES AND OTHER COMMUNICATIONS
HEREUNDER BY NOTICE TO COMPANY, ADMINISTRATIVE AGENT, ISSUING LENDER AND SWING
LINE LENDER.
IN ADDITION, EACH LENDER AGREES TO NOTIFY ADMINISTRATIVE AGENT
FROM TIME TO TIME TO ENSURE THAT ADMINISTRATIVE AGENT HAS ON RECORD (I) AN
EFFECTIVE ADDRESS, CONTACT NAME, TELEPHONE NUMBER, TELECOPIER 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 FEDERAL STATE OR LOCAL LAW, INCLUDING
UNITED STATES FEDERAL AND STATE SECURITIES LAWS, TO MAKE REFERENCE TO COMPANY
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 COMPANY OR ITS SECURITIES FOR PURPOSES OF UNITED STATES
FEDERAL OR STATE SECURITIES LAWS.
E.
RELIANCE BY ADMINISTRATIVE AGENT, ISSUING LENDER AND LENDERS.
ADMINISTRATIVE AGENT, ISSUING LENDER AND LENDERS SHALL BE ENTITLED TO RELY AND
ACT UPON ANY NOTICES (INCLUDING TELEPHONIC NOTICES OF BORROWING OR NOTICES OF
BORROWING (SWING LINE)) PURPORTEDLY GIVEN BY OR ON BEHALF OF COMPANY 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.
COMPANY SHALL DEFEND, INDEMNIFY AND HOLD HARMLESS ADMINISTRATIVE
AGENT, ISSUING LENDER, EACH LENDER AND THEIR RESPECTIVE AFFILIATES, PARTNERS,
DIRECTORS, OFFICERS, EMPLOYEES, AGENTS AND ADVISORS THEREOF AND OF THEIR
RESPECTIVE 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 COMPANY; PROVIDED THAT COMPANY SHALL NOT
HAVE ANY OBLIGATION TO ANY SUCH INDEMNITEE PURSUANT TO THIS SUBSECTION 10.8E
WITH RESPECT TO ANY SUCH INDEMNIFIED MATTERS TO THE EXTENT SUCH INDEMNIFIED
MATTERS ARISE PRIMARILY FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SUCH
INDEMNITEE AS DETERMINED BY A FINAL AND NON-APPEALABLE JUDGMENT OF A COURT OF
COMPETENT JURISDICTION.
ALL TELEPHONIC NOTICES TO AND OTHER TELEPHONIC
COMMUNICATIONS WITH ADMINISTRATIVE AGENT MAY BE RECORDED BY ADMINISTRATIVE
AGENT, AND EACH OF THE PARTIES HERETO HEREBY CONSENTS TO SUCH RECORDING.
136
10.9
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
AND THE ISSUANCE OF THE LETTERS OF CREDIT HEREUNDER.