Notices Electronic Communications. Notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by fax, as follows: (a) if to the Borrowers or Holdings, to it at 00 Xxxxxx Xxxxxx, 9th Floor, New York, New York 10014, Attention: Xxxxx Xxxxxxxxxx, Chief Financial Officer, Tel: (000) 000-0000, Fax: (000) 000-0000, xxxxxx@xxxxxxxxxxx.xxx; and with a copy, in the case of any notice of Default or action, demand or further notice in connection therewith, to each of (i) Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, Xxx Xxxxxxxxx Xxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxx Xxxxxxx, Tel: (000) 000-0000, Fax: (000) 000-0000, xxxxxx.xxxxxxx@xxxxxxx.xxx; and (ii) Xxxxx & Lardner LLP, 0000 X Xxxxxx X.X., Xxxxxxxxxx, X.X. 00000, Attention: Xxxxxx X. Xxxxxxxxx, Tel: (000) 000-0000, Fax: (000) 000-0000, xxxxxxxxxx@xxxxx.xxx; (b) (i) if to Credit Suisse AG, Cayman Islands Branch, as Issuing Bank, to Credit Suisse AG, Cayman Islands Branch, Eleven Xxxxxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, (Fax No. (000) 000-0000), xxxx.xx-xxxxxxxxxxxxxxx-xx@xxxxxx-xxxxxx.xxx, (ii) if to Credit Suisse AG, Cayman Islands Branch, as Administrative Agent, to Credit Suisse AG, Cayman Islands Branch, Eleven Madison Avenue, 9th Floor, New York, New York 10010, Attention of Loan Operations – Agency Manager (Fax No. (000) 000-0000), xxxxxx.xxxxxxx@xxxxxx-xxxxxx.xxx and (iii) if to Credit Suisse AG, Cayman Islands Branch, as Collateral Agent, to Credit Suisse AG, Cayman Islands Branch, Eleven Madison Avenue, 9th Floor, New York, New York 10010, Attention of Boutique Management (Fax No. (000) 000-0000), xxxx.xxx-xxxxxxxxxx@xxxxxx-xxxxxx.xxx; and (c) if to a Lender, to it at its address (or fax number) set forth on Schedule 2.01 or in the Assignment and Acceptance pursuant to which such Lender shall have become a party hereto. All notices and other communications given to any party hereto in accordance with the provisions of this Agreement shall be deemed to have been given on the date of receipt (if such day is a Business Day, otherwise on the first Business Day after receipt) if delivered by hand or overnight courier service or when sent by fax or on the date three Business Days after dispatch by certified or registered mail if mailed, in each case delivered, sent or mailed (properly addressed) to such party as provided in this Section 9.01 or in accordance with the latest unrevoked direction from such party given in accordance with this Section 9.01. As agreed to among Holdings, the Borrowers, the Administrative Agent and the applicable Lenders from time to time, notices and other communications may also be delivered by e-mail to the e-mail address of a representative of the applicable person provided from time to time by such person. Holdings and the Borrowers hereby agree, unless directed otherwise by the Administrative Agent or unless the electronic mail address referred to below has not been provided by the Administrative Agent, that it will, or will cause the Restricted Subsidiaries to, provide to the Administrative Agent all information, documents and other materials that it is obligated to furnish to the Administrative Agent pursuant to the Loan Documents or to the Lenders under Article V, including all notices, requests, financial statements, financial and other reports, certificates and other information materials (all such communications being referred to herein collectively as “Communications”), by transmitting the Communications in an electronic/soft medium that is properly identified in a format acceptable to the Administrative Agent to an electronic mail address as directed by the Administrative Agent. Holdings and the Borrowers hereby acknowledge that (a) the Administrative Agent will make available to the Lenders and the Issuing Bank materials and/or information provided by or on behalf of it hereunder (collectively, the “Borrower Materials”) by posting the Borrower Materials on Intralinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders may be “public side” Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to Holdings and its Subsidiaries or their securities) (each, a “Public Lender”). Holdings and the Borrowers hereby agree that (i) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (ii) by marking Borrower Materials “PUBLIC”, Holdings and the Borrowers shall be deemed to have authorized the Administrative Agent and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to Holdings and its Subsidiaries or their securities for purposes of United States federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 9.15); (iii) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated as “Public Investor;” and (iv) the Administrative Agent shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not marked as “Public Investor.” Notwithstanding the foregoing, the following Borrower Materials shall be deemed to be marked “PUBLIC”, unless the Borrowers notify the Administrative Agent promptly that such document contains material non-public information: (A) the Loan Documents, (B) notification of changes in the terms of the Credit Facilities and (C) the financial statements, reports, compliance and other certificates and other information furnished by the Borrowers to the Administrative Agent pursuant to Section 5.04 of this Agreement (other than any budget and projected financial statements furnished by the Borrowers to the Administrative Agent pursuant to Section 5.04(e) of this Agreement or otherwise). 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, and receive, Communications 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 Holdings and its Subsidiaries or their securities for purposes of United States Federal or state securities laws. THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE”. NEITHER THE ADMINISTRATIVE AGENT NOR ANY OF ITS RELATED PARTIES (THE “AGENT PARTIES”) WARRANTS THE ACCURACY OR COMPLETENESS OF THE COMMUNICATIONS OR THE ADEQUACY OF THE PLATFORM AND EACH EXPRESSLY DISCLAIMS LIABILITY FOR ERRORS OR OMISSIONS IN THE COMMUNICATIONS. 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 THE AGENT PARTIES IN CONNECTION WITH THE COMMUNICATIONS OR THE PLATFORM. IN NO EVENT SHALL THE AGENT PARTIES HAVE ANY LIABILITY TO ANY LOAN PARTY, ANY LENDER OR ANY OTHER PERSON FOR DAMAGES OF ANY KIND, WHETHER OR NOT BASED ON STRICT LIABILITY AND INCLUDING DIRECT OR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSSES OR EXPENSES (WHETHER IN TORT, CONTRACT OR OTHERWISE) ARISING OUT OF ANY LOAN PARTY’S OR THE ADMINISTRATIVE AGENT’S TRANSMISSION OF COMMUNICATIONS THROUGH THE INTERNET, EXCEPT TO THE EXTENT THE LIABILITY OF ANY SUCH PERSON IS FOUND IN A FINAL RULING BY A COURT OF COMPETENT JURISDICTION TO HAVE RESULTED FROM SUCH PERSON’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. 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 receipt of 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 that the foregoing notice may be sent to such e-mail address. Nothing herein shall prejudice the right of the Loan Parties, the Administrative Agent or any Lender to give any notice or other communication pursuant to any Loan Document in any other manner specified in such Loan Document.
Appears in 2 contracts
Samples: Incremental Assumption Agreement and Third Amendment to Third Amended and Restated Credit Agreement (Lindblad Expeditions Holdings, Inc.), Credit Agreement (Lindblad Expeditions Holdings, Inc.)
Notices Electronic Communications. Notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by email or fax, as follows:
(a) if to the Borrowers Borrower or Holdingsany other Loan Party, to it at 00 at: YRC Worldwide Inc. Attention of Chief Financial Officer and General Counsel 00000 Xxx Xxxxxx XxxxxxOverland Park, 9th FloorKansas 66211 Fax No. 000-000-0000 Tel. No. 000-000-0000 or 000-000-0000 Email: xxxxxxxxx.xxxxxx@xxxx.xxx and xxx.xxx@xxxx.xxx With copy to: Xxxxxxxx & Xxxxx LLP Attention of Xxxxxxxx Xxxxxxxxx, New YorkP.C., Esq. 000 Xxxxx XxXxxxx Xxxxxxx, Xxxxxxxx 00000 Fax No. 000-000-0000 Tel. No. 000-000-0000 Email: xxxxxxxx.xxxxxxxxx@xxxxxxxx.xxx
(b) if to the Administrative Agent or the Collateral Agent, to: The Bank of New York 10014Mellon 000 Xxxxxxxxx Xxxxxx 0xx Xxxxx Xxx Xxxx, XX 00000 Attention: Xxxxx XxxxxxxxxxXxxxxx Xxxxxxx, Chief Financial Officer, Managing Director Tel. No: (000) 000-0000, Fax: (000) 000-0000, xxxxxx@xxxxxxxxxxx.xxx; and 0000 xxxxxx.x.xxxxxxx@xxxxxxxxx.xxx with a copy, in the case of any notice of Default or action, demand or further notice in connection therewith, copy to each of XXX.Xxxxx.Xxxxxxx@xxxxxxxxx.xxx With a copy to (i) Skadden, Arps, Slate, which shall not constitute notice): Xxxxx Lovells US LLP 000 Xxxxxxx & Xxxx LLP, Xxx Xxxxxxxxx Xxxx, Xxxxxx Xxx Xxxx, Xxx Xxxx 00000, 00000 Fax No.: 000-000 0000 Tel. No.: 000-000 0000 Attention: Xxxxxx XxxxxxxX. Xxxxx Email: Xxxxxx.xxxxx@xxxxxxxxxxxx.xxx With a copy to (which shall not constitute notice): United States Department of the Treasury 0000 Xxxxxxxxxxxx Xxx., Tel: (000) 000-0000, Fax: (000) 000-0000, xxxxxx.xxxxxxx@xxxxxxx.xxx; and (ii) Xxxxx & Lardner LLP, 0000 X Xxxxxx X.X.XX, Xxxxxxxxxx, X.X. 00000, 00000 Attention: Xxxx Xxxxxx X. Xxxxxxxxx, TelAssistant General Counsel (Banking & Finance) e-mail: Xxxx.Xxxxxx@xxxxxxxx.xxx With a copy to (000) 000-0000, Fax: (000) 000-0000, xxxxxxxxxx@xxxxx.xxx;
(b) (i) if to Credit Suisse AG, Cayman Islands Branch, as Issuing Bank, to Credit Suisse AG, Cayman Islands Branch, Eleven Xxxxxxx Xxxxxx, 0xx Xxxxx, which shall not constitute notice): Xxxxx Xxxx & Xxxxxxxx LLP 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000, (Fax No. (000) 000XX 00000 Attention: Xxxxx X. Xxxxxxx e-0000), xxxx.xx-xxxxxxxxxxxxxxx-xx@xxxxxx-xxxxxx.xxx, (ii) if to Credit Suisse AG, Cayman Islands Branch, as Administrative Agent, to Credit Suisse AG, Cayman Islands Branch, Eleven Madison Avenue, 9th Floor, New York, New York 10010, Attention of Loan Operations – Agency Manager (Fax No. (000) 000-0000), xxxxxx.xxxxxxx@xxxxxx-xxxxxx.xxx and (iii) if to Credit Suisse AG, Cayman Islands Branch, as Collateral Agent, to Credit Suisse AG, Cayman Islands Branch, Eleven Madison Avenue, 9th Floor, New York, New York 10010, Attention of Boutique Management (Fax No. (000) 000-0000), xxxx.xxx-xxxxxxxxxx@xxxxxx-xxxxxx.xxx; andmail: xxxxx.xxxxxxx@xxxxxxxxx.xxx
(c) if to a Lender, to it at its address (email address or fax number) set forth on Schedule 2.01 or in the Assignment and Acceptance or Refinancing Amendment pursuant to which such Lender shall have become a party hereto. All notices and other communications given to any party hereto in accordance with the provisions of this Agreement shall be deemed to have been given on the date of receipt (if such day is a Business Day, otherwise on the first Business Day after receipt) if delivered by hand or overnight courier service or when sent by fax or on the date three Business Days after dispatch by certified or registered mail if mailed, in each case delivered, sent or mailed (properly addressed) to such party as provided in this Section 9.01 10.01 or in accordance with the latest unrevoked direction from such party given in accordance with this Section 9.0110.01. As agreed to among Holdings, the BorrowersBorrower, the Administrative Agent, the Collateral Agent and the applicable Lenders from time to time, notices and other communications may also be delivered by e-mail to the e-mail address of a representative of the applicable person Person provided from time to time by such personPerson. Holdings and the Borrowers The Borrower hereby agreeagrees, unless directed otherwise by the Required Lenders, the Administrative Agent, the Collateral Agent or unless the electronic mail address referred to below has not been provided by the Administrative AgentAgent or the Collateral Agent to the Borrower, that it will, or will cause the its Restricted Subsidiaries to, provide to the Administrative Agent, the Collateral Agent and/or the Required Lenders all information, documents and other materials that it is obligated to furnish to the Administrative Agent, the Collateral Agent and/or the Required Lenders pursuant to the Loan Documents or to the Lenders under Article V6, including all notices, requests, financial statements, financial and other reports, certificates and other information materials materials, but excluding any such communication that (i) is or relates to a Request for Credit Extension or a notice pursuant to Section 2.10, (ii) relates to the payment of any principal or other amount due under this Agreement prior to the scheduled date therefor, or (iii) provides notice of any Default or Event of Default under this Agreement or any other Loan Document, (all such non-excluded communications being referred to herein collectively as “Communications”), by transmitting the Communications in an electronic/soft medium that is properly identified in a format reasonably acceptable to the Administrative Agent, the Collateral Agent and/or the Required Lenders to an electronic mail address as directed by the Administrative Agent, the Collateral Agent and/or the Required Lenders. Holdings In addition, the Borrower agrees, and agrees to cause its Restricted Subsidiaries, to continue to provide the Borrowers Communications to the Administrative Agent, the Collateral Agent, the Required Lenders or the Lenders, as the case may be, in the manner specified in the Loan Documents but only to the extent requested by the Administrative Agent. The Borrower hereby acknowledge acknowledges that (a) the Administrative Agent will make available to the Lenders and the Issuing Bank materials and/or information provided by or on behalf of it the Borrower hereunder (collectively, the “Borrower Materials”) by posting the Borrower Materials on Intralinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders may be “public public-side” Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to Holdings and the Borrower, its Restricted Subsidiaries or any of their respective securities) (each, a “Public Lender”). Holdings and the Borrowers The Borrower hereby agree that agrees (iw) to use commercially reasonable effort to make all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (iix) by marking Borrower Materials “PUBLIC”, Holdings and ,” the Borrowers Borrower shall be deemed to have authorized the Administrative Agent and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to Holdings and the Borrower or any of its Subsidiaries or their securities for purposes of United States federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 9.1510.16); (iiiy) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated as “Public Investor;” and (ivz) the Administrative Agent shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not marked as “Public Investor.” Notwithstanding the foregoing, the following Borrower Materials shall be deemed to be marked “PUBLIC”, unless the Borrowers notify Borrower notifies the Administrative Agent promptly that any such document contains material non-public information: (A1) the Loan Documents, (B2) financial statements and related documentation, in each case, provided pursuant to Section 6.01(a) or 6.01(b) and (3) notification of changes in the terms of the Credit Facilities and (C) the financial statements, reports, compliance and other certificates and other information furnished by the Borrowers to the Administrative Agent pursuant to Section 5.04 of this Agreement (other than any budget and projected financial statements furnished by the Borrowers to the Administrative Agent pursuant to Section 5.04(e) of this Agreement or otherwise)Facilities. 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 lawLaw, including United States Federal and state securities laws, to make reference to, and receive, to Communications that are not made available through the “Public Side Information” portion of the Platform and that may contain material non- non-public information with respect to Holdings and the Borrower, its Restricted Subsidiaries or any of their respective securities for purposes of United States Federal or state securities laws. THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE”. NEITHER THE ADMINISTRATIVE AGENT NOR ANY OF ITS RELATED PARTIES (THE “AGENT PARTIES”) WARRANTS THE ACCURACY OR COMPLETENESS OF THE COMMUNICATIONS OR THE ADEQUACY OF THE PLATFORM AND EACH EXPRESSLY DISCLAIMS LIABILITY FOR ERRORS OR OMISSIONS IN THE COMMUNICATIONS. 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 THE ADMINISTRATIVE AGENT OR ANY OF ITS RELATED PARTIES IN CONNECTION WITH THE COMMUNICATIONS OR THE PLATFORM. IN NO EVENT SHALL THE ADMINISTRATIVE AGENT OR ANY OF ITS RELATED PARTIES HAVE ANY LIABILITY TO ANY LOAN PARTY, ANY LENDER OR ANY OTHER PERSON FOR DAMAGES OF ANY KIND, WHETHER OR NOT BASED ON STRICT LIABILITY AND INCLUDING DIRECT OR INDIRECTLIABILITY, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSSES OR EXPENSES (WHETHER IN TORT, CONTRACT OR OTHERWISE) ARISING OUT OF ANY LOAN PARTY’S OR THE ADMINISTRATIVE AGENT’S TRANSMISSION OF COMMUNICATIONS THROUGH THE INTERNET, EXCEPT TO THE EXTENT THE LIABILITY OF ANY SUCH PERSON IS FOUND IN A FINAL NON-APPEALABLE RULING BY A COURT OF COMPETENT JURISDICTION TO HAVE RESULTED FROM SUCH PERSON’S GROSS NEGLIGENCE NEGLIGENCE, WILLFUL MISCONDUCT OR WILLFUL MISCONDUCTBAD FAITH, IN EACH CASE, AS DETERMINED BY THE FINAL NON-APPEALABLE JUDGMENT OF A COURT OF COMPETENT JURISDICTION AND SHALL HAVE NO LIABILITY TO ANY LOAN PARTY, ANY LENDER OR ANY OTHER PERSON FOR DIRECT OR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSSES OR EXPENSES (WHETHER IN TORT, CONTRACT OR OTHERWISE). 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 receipt of 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 that the foregoing notice may be sent to such e-mail address. Nothing herein shall prejudice the right of the Loan Parties, the Administrative Agent or any Lender to give any notice or other communication pursuant to any Loan Document in any other manner specified in such Loan Document.
Appears in 2 contracts
Samples: Term Loan Credit Agreement (YRC Worldwide Inc.), Term Loan Credit Agreement (YRC Worldwide Inc.)
Notices Electronic Communications. Notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by faxfacsimile transmission, as follows:
(a) if to the Borrowers or HoldingsBorrower, to it at 00 each of: Great Ajax Corp. 10000 XX 00xx Xxxxxxx, Xxxxx 000 Tigard, Oregon 97223 Attention: Chief Executive Officer Email: lxxxx@xxxxxxxxxxxx.xxx and (which shall not constitute notice) Mxxxx Xxxxx LLP 1000 Xxxxxx xx xxx Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Axxx X. Xxxxxx; Mxxx Xxxxxxxx Email: axxxxxx@xxxxxxxxxx.xxx; mxxxxxxxx@xxxxxxxxxx.xxx
(b) if to the Administrative Agent, 9th Floor, to each of: NIC RMBS LLC 700 Xxxxxxxx New York, New York 10014, 10003 Attention: Pxxxxx Xxxxx XxxxxxxxxxEmail: pxxxxx@xxxxxxxx.xxx and (which shall not constitute notice) Sxxxxx Xxxxxx LLP 1 X Xxxxxxxx Xx. Xxxxxxx, Chief Financial Officer, Tel: (000) 000-0000, Fax: (000) 000-0000, xxxxxx@xxxxxxxxxxx.xxx; and with a copy, in the case of any notice of Default or action, demand or further notice in connection therewith, to each of (i) Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, Xxx Xxxxxxxxx Xxxx, Xxx Xxxx, Xxx Xxxx 00000, Xxxxxxxx 00000 Attention: Mxxx Xxxxxx Xxxxxxx, TelPhone: (000) 000-0000, Fax300 000 0000 Email: (000) 000-0000, xxxxxx.xxxxxxx@xxxxxxx.xxx; mxxxxxx@xxxxxx.xxx and (ii) Xxxxx & Lardner LLP, 0000 X Xxxxxx X.X., Xxxxxxxxxx, X.X. 00000, Attention: Xxxxxx X. Xxxxxxxxx, Tel: (000) 000-0000, Fax: (000) 000-0000, xxxxxxxxxx@xxxxx.xxx;
(b) (i) if to Credit Suisse AG, Cayman Islands Branch, as Issuing Bank, to Credit Suisse AG, Cayman Islands Branch, Eleven Xxxxxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, (Fax No. (000) 000-0000which shall not constitute notice), xxxx.xx-xxxxxxxxxxxxxxx-xx@xxxxxx-xxxxxx.xxx, (ii) if to Credit Suisse AG, Cayman Islands Branch, as Administrative Agent, to Credit Suisse AG, Cayman Islands Branch, Eleven Madison Avenue, 9th Floor, New York, New York 10010, Attention of Loan Operations – Agency Manager (Fax No. (000) 000-0000), xxxxxx.xxxxxxx@xxxxxx-xxxxxx.xxx and (iii) if to Credit Suisse AG, Cayman Islands Branch, as Collateral Agent, to Credit Suisse AG, Cayman Islands Branch, Eleven Madison Avenue, 9th Floor, New York, New York 10010, Attention of Boutique Management (Fax No. (000) 000-0000), xxxx.xxx-xxxxxxxxxx@xxxxxx-xxxxxx.xxx; and
(c) if to a the Collateral Agent, to each of: NIC RMBS LLC 700 Xxxxxxxx New York, New York 10003 Attention: Pxxxxx Xxxxx Email: pxxxxx@xxxxxxxx.xxx and (which shall not constitute notice) Sidley Austin LLP Oxx Xxxxx Xxxxxxxx Xx. Xxxxxxx, Xxxxxxxx 00000 Attention: Mxxx Xxxxxx Phone: 300 000 0000 Email: mxxxxxx@xxxxxx.xxx
(d) if to the Initial Lender, to it at its address each of: NIC RMBS LLC 700 Xxxxxxxx New York, New York 10003 Attention: Pxxxxx Xxxxx Email: pxxxxx@xxxxxxxx.xxx and (or fax numberwhich shall not constitute notice) set forth on Schedule 2.01 or in the Assignment and Acceptance pursuant to which such Lender shall have become a party heretoSidley Austin LLP Oxx Xxxxx Xxxxxxxx Xx. Xxxxxxx, Xxxxxxxx 00000 Attention: Mxxx Xxxxxx Phone: 300 000 0000 Email: mxxxxxx@xxxxxx.xxx All notices and other communications given to any party hereto in accordance with the provisions of this Agreement shall be deemed to have been given on the date of receipt (if such day is a Business Day, otherwise on the first Business Day after receipt) if delivered by hand or overnight courier service or when sent by fax facsimile transmission (except that, if not given during the normal business hours of the recipient on a Business Day, shall be deemed to have been given at the opening of business on the next Business Day) or on the date three five (5) Business Days after dispatch by certified or registered mail if mailed, in each case delivered, sent or mailed (properly addressed) to such party as provided in this Section 9.01 or in accordance with the latest unrevoked direction from such party given in accordance with this Section 9.01. As agreed to among Holdings, the BorrowersBorrower, the Administrative Agent Agent, the Collateral Agent, and the applicable Lenders from time to time, notices and other communications may also be delivered by e-mail to the e-mail address of a representative of the applicable person Person provided from time to time by such personPerson. Holdings Notices and other communications may also be delivered by e-mail to the Borrowers e-mail address of a representative of the applicable Person provided from time to time by such Person and shall be deemed delivered upon (i) sending (or if not sent during the normal business hours of the recipient on a Business Day, at the opening of business on the next Business Day) unless a delivery failure notification (which shall not include an “out of office” or similar message) is received within one (1) hour of sending and (ii) acknowledgement of receipt by the recipient. Each Credit Party hereby agreeagrees, unless directed otherwise by the Administrative Agent or unless the electronic mail address referred to below has not been provided by the Administrative AgentAgent to the Borrower, that it will, or will cause the Restricted Subsidiaries to, provide to the Administrative Agent all information, documents and other materials that it is obligated to furnish to the Administrative Agent pursuant to the Loan Credit Documents or to the Lenders under Article V5, including all notices, requests, financial statements, financial and other reports, certificates and other information materials materials, but excluding any such communication that (i) relates to the payment of any principal or other amount due under this Agreement prior to the scheduled date therefor, (ii) provides notice of any Default or Event of Default under this Agreement or any other Credit Document or (iii) is required to be delivered to satisfy any condition precedent to the effectiveness of this Agreement and/or the making of the Loans hereunder or other extension of credit hereunder (all such non-excluded communications being referred to herein collectively as “Communications”), by transmitting the Communications in an electronic/soft medium that is properly identified in a format acceptable to the Administrative Agent to an electronic mail address as directed by the Administrative Agent. Holdings In addition, each Credit Party agrees, and agrees to cause the Borrowers Subsidiaries, to continue to provide the Communications to the Administrative Agent or the Lenders, as the case may be, in the manner specified in the Credit Documents but only to the extent requested by the Administrative Agent. The Borrower hereby acknowledge acknowledges that (a) the Administrative Agent will may make available to the Lenders and the Issuing Bank materials and/or information provided by or on behalf of it the Borrower hereunder (collectively, the “Borrower Materials”) by posting the Borrower Materials on Intralinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders may be “public public-side” Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to Holdings and the Borrower or its Subsidiaries or their securities) (each, a “Public Lender”). Holdings and the Borrowers The Borrower hereby agree agrees that (iw) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (iix) by marking Borrower Materials “PUBLIC”, Holdings and ,” the Borrowers Borrower shall be deemed to have authorized the Administrative Agent and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to Holdings and the Borrower or its Subsidiaries or their securities for purposes of United States federal and state securities laws (provided, however, provided that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 9.159.16); (iiiy) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated as “Public Investor;” and (ivz) the Administrative Agent shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not marked as “Public Investor.” Notwithstanding the foregoing, the following Borrower Materials shall be deemed to be marked “PUBLIC”, unless the Borrowers notify Borrower notifies the Administrative Agent promptly that any such document contains material non-public information: (A1) the Loan Documents, Credit Documents and (B2) notification of changes in the terms of the Credit Facilities and (C) the financial statements, reports, compliance and other certificates and other information furnished by the Borrowers to the Administrative Agent pursuant to Section 5.04 of this Agreement (other than any budget and projected financial statements furnished by the Borrowers to the Administrative Agent pursuant to Section 5.04(e) of this Agreement or otherwise)Agreement. Each Public Lender agrees to cause at least one (1) 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 federal and state securities laws, to make reference to, and receive, to Communications that are not made available through the “Public Side Information” portion of the Platform and that may contain material non- non-public information with respect to Holdings and the Borrower or its Subsidiaries or their securities for purposes of United States Federal federal or state securities laws. THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE”. NEITHER THE ADMINISTRATIVE AGENT NOR ANY OF ITS RELATED PARTIES (THE “AGENT PARTIES”) WARRANTS THE ACCURACY OR COMPLETENESS OF THE COMMUNICATIONS OR THE ADEQUACY OF THE PLATFORM AND EACH EXPRESSLY DISCLAIMS LIABILITY FOR ERRORS OR OMISSIONS IN THE COMMUNICATIONS. 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 THE ADMINISTRATIVE AGENT OR ANY OF ITS RELATED PARTIES IN CONNECTION WITH THE COMMUNICATIONS OR THE PLATFORM. IN NO EVENT SHALL THE ADMINISTRATIVE AGENT OR ANY OF ITS RELATED PARTIES HAVE ANY LIABILITY TO ANY LOAN CREDIT PARTY, ANY LENDER OR ANY OTHER PERSON FOR DAMAGES OF ANY KIND, WHETHER OR NOT BASED ON STRICT LIABILITY AND INCLUDING DIRECT OR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSSES OR EXPENSES (WHETHER IN TORT, CONTRACT OR OTHERWISE) ARISING OUT OF ANY LOAN CREDIT PARTY’S OR THE ADMINISTRATIVE AGENT’S TRANSMISSION OF COMMUNICATIONS THROUGH THE INTERNET, EXCEPT TO THE EXTENT THE LIABILITY OF ANY SUCH PERSON IS FOUND IN A FINAL RULING BY A COURT OF COMPETENT JURISDICTION TO HAVE RESULTED PRIMARILY FROM SUCH PERSON’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. 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 Credit Documents. Each Lender agrees that receipt of 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 Credit Documents. Each Lender agrees to notify the Administrative Agent in writing (including by electronic communication) from time to time of such LenderLxxxxx’s e-mail address to which the foregoing notice may be sent by electronic transmission and that the foregoing notice may be sent to such e-mail address. Nothing herein shall prejudice the right of the Loan PartiesAdministrative Agent, the Administrative Collateral Agent or any Lender to give any notice or other communication pursuant to any Loan Credit Document in any other manner specified in such Loan Credit Document.
Appears in 1 contract
Samples: Credit Agreement (Great Ajax Corp.)
Notices Electronic Communications. Notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by faxfacsimile transmission, as follows:
(a) if to the Borrowers or HoldingsBorrower, to it at 00 Xxxxxx to: MFResidential Assets Holding Corp. Attention of: General Counsel 300 Xxxx Xxxxxx, 9th Floor, New York, New York 10014, Attention: 00xx Xxxxx Xxxxxxxxxx, Chief Financial Officer, Tel: (000) 000-0000, Fax: (000) 000-0000, xxxxxx@xxxxxxxxxxx.xxx; and with a copy, in the case of any notice of Default or action, demand or further notice in connection therewith, to each of (i) Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, Xxx Xxxxxxxxx Xxxx, Xxx Xxxx, Xxx Xxxx 00000, AttentionXX 00000 Phone: Xxxxxx Xxxxxxx, Tel: (000) 200-000-0000, Fax: (000) 0000 Fax Number 200-000-0000, xxxxxx.xxxxxxx@xxxxxxx.xxx; and (ii) Xxxxx & Lardner LLP, 0000 X Xxxxxx X.X., Xxxxxxxxxx, X.X. 00000, AttentionEmail: Xxxxxx X. Xxxxxxxxx, Tel: (000) 000-0000, Fax: (000) 000-0000, xxxxxxxxxx@xxxxx.xxx;Lxxxx@xxxxxxxxxxxx.xxx
(b) (i) if to Credit Suisse AG, Cayman Islands Branch, as Issuing Bank, to Credit Suisse AG, Cayman Islands Branch, Eleven Xxxxxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, (Fax No. (000) 000-0000), xxxx.xx-xxxxxxxxxxxxxxx-xx@xxxxxx-xxxxxx.xxx, (ii) if to Credit Suisse AG, Cayman Islands Branch, as the Administrative Agent, to Credit Suisse AGeach of: Wilmington Trust, Cayman Islands BranchNational Association 50 Xxxxx Xxxxx Xxxxxx, Eleven Madison AvenueXxxxx 0000 Xxxxxxxxxxx, 9th Floor, New York, New York 10010, XX 00000 Attention of Loan Operations – Agency Manager (Fax No. (000) of: Axxxxxxx Xxxxxx Phone: 600-000-0000), xxxxxx.xxxxxxx@xxxxxx-xxxxxx.xxx 0000 Fax Number 600-000-0000 Email: axxxxxx@xxxxxxxxxxxxxxx.xxx and (iiiwhich shall not constitute notice) if to Credit Suisse AGAxxxxx & Bird LLP 100 X. Xxxxx Street, Cayman Islands BranchSuite 4000 Charlotte, as Collateral Agent, to Credit Suisse AG, Cayman Islands Branch, Eleven Madison Avenue, 9th Floor, New York, New York 10010, Attention of Boutique Management (Fax No. (000) NC 28280-4000 Attention: Jxxxx Xxxxxxx Phone: 700-000-0000)0000 Fax: 700-000-0000 Email: jxxxx.xxxxxxx@xxxxxx.xxx and (which shall not constitute notice) Athene USA Corporation c/o Apollo Insurance Solutions Group LP 2000 Xxxxxxxxx Xxxxxx Xxxxx 0000 Xx Xxxxxxx, xxxx.xxx-xxxxxxxxxx@xxxxxx-xxxxxx.xxxXxxxxxxxxx 00000 Attn: Yxxx Xxxx; andJxxxxxx XxXxxxxx; Axxxxx Xxxxxxxx; Axxxxxx Xxxxx; Mxxx X’Xxxx; Nxxxx Xx Xxxxx Phone: 300-000-0000 Email: PxxxxxxXxxxxXxxxxxx@Xxxxxx.xxx; YXxxx@xxxxxx.xxx; JXxXxxxxx@xxxxxx.xxx; axxxxxxxx@xxxxxx.xxx; axxxxx@xxxxxx.xxx; nxxxxxxx@xxxxxx.xxx; Mxxxxx@xxxxxx.xxx
(c) if to a Lenderthe Collateral Agent, to it at its address to: Wilmington Trust, National Association 50 Xxxxx Xxxxx Xxxxxx, Xxxxx 0000 Xxxxxxxxxxx, XX 00000 Attention of: Axxxxxxx Xxxxxx Phone: 600-000-0000 Fax Number 600-000-0000 Email: axxxxxx@xxxxxxxxxxxxxxx.xxx and (or fax numberwhich shall not constitute notice) set forth on Schedule 2.01 or in the Assignment Axxxxx & Bird LLP 100 X. Xxxxx Street, Suite 4000 Charlotte, NC 28280-4000 Attention: Jxxxx Xxxxxxx Phone: 700-000-0000 Fax: 700-000-0000 Email: jxxxx.xxxxxxx@xxxxxx.xxx and Acceptance pursuant to (which such Lender shall have become a party hereto. not constitute notice) Athene USA Corporation c/o Apollo Insurance Solutions Group LP 2000 Xxxxxxxxx Xxxxxx Xxxxx 0000 Xx Xxxxxxx, Xxxxxxxxxx 00000 Attn: Yxxx Xxxx; Jxxxxxx XxXxxxxx; Axxxxx Xxxxxxxx; Axxxxxx Xxxxx; Mxxx X’Xxxx; Nxxxx Xx Xxxxx Phone: 300-000-0000 Email: PxxxxxxXxxxxXxxxxxx@Xxxxxx.xxx; YXxxx@xxxxxx.xxx; JXxXxxxxx@xxxxxx.xxx; axxxxxxxx@xxxxxx.xxx; axxxxx@xxxxxx.xxx; nxxxxxxx@xxxxxx.xxx; Mxxxxx@xxxxxx.xxx All notices and other communications given to any party hereto in accordance with the provisions of this Agreement shall be deemed to have been given on the date of receipt (if such day is a Business Day, otherwise on the first Business Day after receipt) if delivered by hand or overnight courier service or when sent by fax facsimile transmission (except that, if not given during the normal business hours of the recipient on a Business Day, shall be deemed to have been given at the opening of business on the next Business Day) or on the date three five (5) Business Days after dispatch by certified or registered mail if mailed, in each case delivered, sent or mailed (properly addressed) to such party as provided in this Section 9.01 or in accordance with the latest unrevoked direction from such party given in accordance with this Section 9.01. As agreed to among Holdings, the BorrowersBorrower, the Administrative Agent Agent, the Collateral Agent, and the applicable Lenders from time to time, notices and other communications may also be delivered by e-mail to the e-mail address of a representative of the applicable person Person provided from time to time by such personPerson. Holdings Notices and other communications may also be delivered by e-mail to the Borrowers e-mail address of a representative of the applicable Person provided from time to time by such Person and shall be deemed delivered upon (i) sending (or if not sent during the normal business hours of the recipient on a Business Day, at the opening of business on the next Business Day) unless a delivery failure notification (which shall not include an “out of office” or similar message) is received within one (1) hour of sending and (ii) acknowledgement of receipt by the recipient. Each Credit Party hereby agreeagrees, unless directed otherwise by the Administrative Agent or unless the electronic mail address referred to below has not been provided by the Administrative AgentAgent to the Borrower, that it will, or will cause the Restricted Subsidiaries to, provide to the Administrative Agent all information, documents and other materials that it is obligated to furnish to the Administrative Agent pursuant to the Loan Credit Documents or to the Lenders under Article V5, including all notices, requests, financial statements, financial and other reports, certificates and other information materials materials, but excluding any such communication that (i) relates to the payment of any principal or other amount due under this Agreement prior to the scheduled date therefor, (ii) provides notice of any Default or Event of Default under this Agreement or any other Credit Document or (iii) is required to be delivered to satisfy any condition precedent to the effectiveness of this Agreement and/or the making of the Loans hereunder or other extension of credit hereunder (all such non-excluded communications being referred to herein collectively as “Communications”), by transmitting the Communications in an electronic/soft medium that is properly identified in a format acceptable to the Administrative Agent to an electronic mail address as directed by the Administrative Agent. Holdings In addition, each Credit Party agrees, and agrees to cause the Borrowers Subsidiaries, to continue to provide the Communications to the Administrative Agent or the Lenders, as the case may be, in the manner specified in the Credit Documents but only to the extent requested by the Administrative Agent. The Borrower hereby acknowledge acknowledges that (a) the Administrative Agent will may make available to the Lenders and the Issuing Bank materials and/or information provided by or on behalf of it the Borrower hereunder (collectively, the “Borrower Materials”) by posting the Borrower Materials on Intralinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders may be “public public-side” Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to Holdings and the Borrower or its Subsidiaries or their securities) (each, a “Public Lender”). Holdings and the Borrowers The Borrower hereby agree agrees that (iw) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (iix) by marking Borrower Materials “PUBLIC”, Holdings and ,” the Borrowers Borrower shall be deemed to have authorized the Administrative Agent and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to Holdings and the Borrower or its Subsidiaries or their securities for purposes of United States federal and state securities laws (provided, however, provided that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 9.159.16); (iiiy) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated as “Public Investor;” and (ivz) the Administrative Agent shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not marked as “Public Investor.” Notwithstanding the foregoing, the following Borrower Materials shall be deemed to be marked “PUBLIC”, unless the Borrowers notify Borrower notifies the Administrative Agent promptly that any such document contains material non-public information: (A1) the Loan Documents, Credit Documents and (B2) notification of changes in the terms of the Credit Facilities and (C) the financial statements, reports, compliance and other certificates and other information furnished by the Borrowers to the Administrative Agent pursuant to Section 5.04 of this Agreement (other than any budget and projected financial statements furnished by the Borrowers to the Administrative Agent pursuant to Section 5.04(e) of this Agreement or otherwise)Agreement. Each Public Lender agrees to cause at least one (1) 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 federal and state securities laws, to make reference to, and receive, to Communications that are not made available through the “Public Side Information” portion of the Platform and that may contain material non- non-public information with respect to Holdings and the Borrower or its Subsidiaries or their securities for purposes of United States Federal federal or state securities laws. THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE”. NEITHER THE ADMINISTRATIVE AGENT NOR ANY OF ITS RELATED PARTIES (THE “AGENT PARTIES”) WARRANTS THE ACCURACY OR COMPLETENESS OF THE COMMUNICATIONS OR THE ADEQUACY OF THE PLATFORM AND EACH EXPRESSLY DISCLAIMS LIABILITY FOR ERRORS OR OMISSIONS IN THE COMMUNICATIONS. 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 THE ADMINISTRATIVE AGENT OR ANY OF ITS RELATED PARTIES IN CONNECTION WITH THE COMMUNICATIONS OR THE PLATFORM. IN NO EVENT SHALL THE ADMINISTRATIVE AGENT OR ANY OF ITS RELATED PARTIES HAVE ANY LIABILITY TO ANY LOAN CREDIT PARTY, ANY LENDER OR ANY OTHER PERSON FOR DAMAGES OF ANY KIND, WHETHER OR NOT BASED ON STRICT LIABILITY AND INCLUDING DIRECT OR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSSES OR EXPENSES (WHETHER IN TORT, CONTRACT OR OTHERWISE) ARISING OUT OF ANY LOAN CREDIT PARTY’S OR THE ADMINISTRATIVE AGENT’S TRANSMISSION OF COMMUNICATIONS THROUGH THE INTERNET, EXCEPT TO THE EXTENT THE LIABILITY OF ANY SUCH PERSON IS FOUND IN A FINAL RULING BY A COURT OF COMPETENT JURISDICTION TO HAVE RESULTED PRIMARILY FROM SUCH PERSON’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. 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 Credit Documents. Each Lender agrees that receipt of 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 Credit 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 that the foregoing notice may be sent to such e-mail address. Nothing herein shall prejudice the right of the Loan PartiesAdministrative Agent, the Administrative Collateral Agent or any Lender to give any notice or other communication pursuant to any Loan Credit Document in any other manner specified in such Loan Credit Document.
Appears in 1 contract
Notices Electronic Communications. Notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by fax, as follows:
(a) if to the Borrowers or HoldingsBorrower, to it at 00 Xxxxxx XxxxxxWMG Acquisition Corp., 9th Floorc/o Warner Music Group Corp., New York0000 Xxxxxxxx, New York 100140xx Xxxxx, Xxx Xxxx, XX 00000, Attention: Xxxxx XxxxxxxxxxGeneral Counsel, Chief Financial Officer, Tel: (Fax No. 000) -000-0000, Faxwebsite: (000) 000-0000, xxxxxx@xxxxxxxxxxx.xxxxxx.xxx.xxx; and with a copy, in the case of any notice of Default or action, demand or further notice in connection therewith, to each of (i) Skadden, Arps, Slate, Xxxxxxx copies to: Debevoise & Xxxx Xxxxxxxx LLP, Xxx Xxxxxxxxx Xxxx000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxx XxxxxxxXxxxxx, TelEsq., Email: (xxxxxxx@xxxxxxxxx.xxx, Fax No.: 000) -000-0000, Fax: (000) 000-0000, xxxxxx.xxxxxxx@xxxxxxx.xxx; and (ii) Xxxxx & Lardner LLP, 0000 X Xxxxxx X.X., Xxxxxxxxxx, X.X. 00000, Attention: Xxxxxx X. Xxxxxxxxx, Tel: (000) 000-0000, Fax: (000) 000-0000, xxxxxxxxxx@xxxxx.xxx;
(b) (i) if to the Administrative Agent, to Credit Suisse AG, Cayman Islands BranchAttention of: Xxxx Xxxxxxxx, as Xxxxxx Xxxxxxx Xxxxxx, Xxx Xxxx, XX 00000, Fax No. 000-000-0000, Email: agency.loanops@credit_suisse or to the Lead Issuing Bank, to JPMorgan Chase Bank, N.A., Attention of: Xxxxxxxxx Xxxxxx, Fax: 00000000000@xxx.xxxxxxx.xxx, Email: Xxxxxxxxx.xxxxxx@xxxxx.xxx;
(c) if to the Lead Issuing Bank, to Credit Suisse AG, Cayman Islands BranchAttention of: Xxxx Xxxxx, Eleven Xxxxxx Xxxxxxx XxxxxxXxx., 0xx 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx XX 00000, (Fax No. (000) -000-0000), xxxx.xx-xxxxxxxxxxxxxxx-xx@xxxxxx-xxxxxx.xxx, (ii) if to Credit Suisse AG, Cayman Islands Branch, as Administrative Agent, to Credit Suisse AG, Cayman Islands Branch, Eleven Madison Avenue, 9th Floor, New York, New York 10010, Attention of Loan Operations – Agency Manager (Fax No. (000) 000-0000), xxxxxx.xxxxxxx@xxxxxx-xxxxxx.xxx and (iii) if to Credit Suisse AG, Cayman Islands Branch, as Collateral Agent, to Credit Suisse AG, Cayman Islands Branch, Eleven Madison Avenue, 9th Floor, New York, New York 10010, Attention of Boutique Management (Fax No. (000) 000-0000), xxxx.xxx-xxxxxxxxxx@xxxxxx-xxxxxx.xxxEmail: xxxx.xx-xxxxxxxxxxxxxx@xxxxxx-xxxxxx.xxx; and
(c) if to a Lender, to it at its address (or fax number) set forth on Schedule 2.01 or in the Assignment and Acceptance pursuant to which such Lender shall have become a party hereto. All notices and other communications given to any party hereto in accordance with the provisions of this Agreement shall be deemed to have been given on the date of receipt (if such day is a Business Day, otherwise on the first Business Day after receipt) if delivered by hand or overnight courier service or when sent by fax or on the date three Business Days after dispatch by certified or registered mail if mailed, in each case delivered, sent or mailed (properly addressed) to such party as provided in this Section 9.01 or in accordance with the latest unrevoked direction from such party given in accordance with this Section 9.01. As agreed to among Holdings, the Borrowers, the Administrative Agent and the applicable Lenders from time to time, notices and other communications may also be delivered by e-mail to the e-mail address of a representative of the applicable person provided from time to time by such person. Holdings and the Borrowers hereby agree, unless directed otherwise by the Administrative Agent or unless the electronic mail address referred to below has not been provided by the Administrative Agent, that it will, or will cause the Restricted Subsidiaries to, provide to the Administrative Agent all information, documents and other materials that it is obligated to furnish to the Administrative Agent pursuant to the Loan Documents or to the Lenders under Article V, including all notices, requests, financial statements, financial and other reports, certificates and other information materials (all such communications being referred to herein collectively as “Communications”), by transmitting the Communications in an electronic/soft medium that is properly identified in a format acceptable to the Administrative Agent to an electronic mail address as directed by the Administrative Agent. Holdings and the Borrowers hereby acknowledge that (a) the Administrative Agent will make available to the Lenders and the Issuing Bank materials and/or information provided by or on behalf of it hereunder (collectively, the “Borrower Materials”) by posting the Borrower Materials on Intralinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders may be “public side” Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to Holdings and its Subsidiaries or their securities) (each, a “Public Lender”). Holdings and the Borrowers hereby agree that (i) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (ii) by marking Borrower Materials “PUBLIC”, Holdings and the Borrowers shall be deemed to have authorized the Administrative Agent and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to Holdings and its Subsidiaries or their securities for purposes of United States federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 9.15); (iii) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated as “Public Investor;” and (iv) the Administrative Agent shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not marked as “Public Investor.” Notwithstanding the foregoing, the following Borrower Materials shall be deemed to be marked “PUBLIC”, unless the Borrowers notify the Administrative Agent promptly that such document contains material non-public information: (A) the Loan Documents, (B) notification of changes in the terms of the Credit Facilities and (C) the financial statements, reports, compliance and other certificates and other information furnished by the Borrowers to the Administrative Agent pursuant to Section 5.04 of this Agreement (other than any budget and projected financial statements furnished by the Borrowers to the Administrative Agent pursuant to Section 5.04(e) of this Agreement or otherwise). 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, and receive, Communications 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 Holdings and its Subsidiaries or their securities for purposes of United States Federal or state securities laws. THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE”. NEITHER THE ADMINISTRATIVE AGENT NOR ANY OF ITS RELATED PARTIES (THE “AGENT PARTIES”) WARRANTS THE ACCURACY OR COMPLETENESS OF THE COMMUNICATIONS OR THE ADEQUACY OF THE PLATFORM AND EACH EXPRESSLY DISCLAIMS LIABILITY FOR ERRORS OR OMISSIONS IN THE COMMUNICATIONS. 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 THE AGENT PARTIES IN CONNECTION WITH THE COMMUNICATIONS OR THE PLATFORM. IN NO EVENT SHALL THE AGENT PARTIES HAVE ANY LIABILITY TO ANY LOAN PARTY, ANY LENDER OR ANY OTHER PERSON FOR DAMAGES OF ANY KIND, WHETHER OR NOT BASED ON STRICT LIABILITY AND INCLUDING DIRECT OR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSSES OR EXPENSES (WHETHER IN TORT, CONTRACT OR OTHERWISE) ARISING OUT OF ANY LOAN PARTY’S OR THE ADMINISTRATIVE AGENT’S TRANSMISSION OF COMMUNICATIONS THROUGH THE INTERNET, EXCEPT TO THE EXTENT THE LIABILITY OF ANY SUCH PERSON IS FOUND IN A FINAL RULING BY A COURT OF COMPETENT JURISDICTION TO HAVE RESULTED FROM SUCH PERSON’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. 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 receipt of 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 that the foregoing notice may be sent to such e-mail address. Nothing herein shall prejudice the right of the Loan Parties, the Administrative Agent or any Lender to give any notice or other communication pursuant to any Loan Document in any other manner specified in such Loan Document.
Appears in 1 contract
Notices Electronic Communications. Notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by fax, as follows:
(a) if to the Borrowers Borrower or Holdings, to it at 00 90 Xxxxxx Xxxxxx, 9th Floor, New York, New York 10014, Attention: Xxxxx Cxxxx Xxxxxxxxxx, Chief Financial Officer, Tel: (000) 000-0000, Fax: (000) 000-0000, xxxxxx@xxxxxxxxxxx.xxxcxxxxx@xxxxxxxxxxx.xxx and Txxxxx X. Xxxxxxx, Corporate Controller, Tel: (000) 000-0000, Fax (000) 000-0000, txxxxxx@xxxxxxxxxxx.xxx; and with a copy, in the case of any notice of Default or action, demand or further notice in connection therewith, to each of (i) Skadden, Arps, Slate, Xxxxxxx Mxxxxxx & Xxxx Fxxx LLP, Xxx Oxx Xxxxxxxxx Xxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxx Sxxxxx Xxxxxxx, Tel: (000) 000-0000, Fax: (000) 000-0000, xxxxxx.xxxxxxx@xxxxxxx.xxxsxxxxx.xxxxxxx@xxxxxxx.xxx; and (ii) Xxxxx Fxxxx & Lardner LLP, 0000 3000 X Xxxxxx X.X., Xxxxxxxxxx, X.X. 00000, Attention: Xxxxxx Sxxxxx X. Xxxxxxxxx, Tel: (000) 000-0000, Fax: (000) 000-0000, xxxxxxxxxx@xxxxx.xxxsxxxxxxxxx@xxxxx.xxx;
(b) (i) if to Credit Suisse AG, Cayman Islands Branch, as Issuing Bank, to Credit Suisse AG, Cayman Islands Branch, Eleven Xxxxxxx Mxxxxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, (Fax No. (000) 000-0000), xxxx.xx-xxxxxxxxxxxxxxx-xx@xxxxxx-xxxxxx.xxxlxxx.xx-xxxxxxxxxxxxxxx-xx@xxxxxx-xxxxxx.xxx, and (ii) if to Credit Suisse AG, Cayman Islands Branch, as Administrative Agent, to Credit Suisse AG, Cayman Islands Branch, Eleven Madison Avenue, 9th Floor, New York, New York 10010, Attention of Loan Operations – Agency Manager (Fax No. (000) 000-0000), xxxxxx.xxxxxxx@xxxxxx-xxxxxx.xxx and (iii) if to Credit Suisse AG, Cayman Islands Branch, as Collateral Agent, to Credit Suisse AG, Cayman Islands Branch, Eleven Madison Avenue, 9th Floor, New York, New York 10010, Attention of Boutique Management (Fax No. (000) 000-0000), xxxx.xxx-xxxxxxxxxx@xxxxxx-xxxxxx.xxxaxxxxx.xxxxxxx@xxxxxx-xxxxxx.xxx; and
(c) If to Wilmington Trust, National Association, as Collateral Trustee, to Wilmington Trust, National Association, Global Capital Markets, 50 Xxxxx Xxxxx Xxxxxx, Xxxxx 0000, Xxxxxxxxxxx, XX 00000, Attention: Lxxxxxxx Expeditions, LLC Administrator, Fax: (000)-000-0000;
(d) if to a Lender, to it at its address (or fax number) set forth on Schedule 2.01 or in the Assignment and Acceptance pursuant to which such Lender shall have become a party hereto. All notices and other communications given to any party hereto in accordance with the provisions of this Agreement shall be deemed to have been given on the date of receipt (if such day is a Business Day, otherwise on the first Business Day after receipt) if delivered by hand or overnight courier service or when sent by fax or on the date three Business Days after dispatch by certified or registered mail if mailed, in each case delivered, sent or mailed (properly addressed) to such party as provided in this Section 9.01 or in accordance with the latest unrevoked direction from such party given in accordance with this Section 9.01. As agreed to among Holdings, the BorrowersBorrower, the Administrative Agent and the applicable Lenders from time to time, notices and other communications may also be delivered by e-mail to the e-mail address of a representative of the applicable person provided from time to time by such person. Holdings and the Borrowers Borrower hereby agree, unless directed otherwise by the Administrative Agent or unless the electronic mail address referred to below has not been provided by the Administrative Agent, that it will, or will cause the Restricted Subsidiaries to, provide to the Administrative Agent all information, documents and other materials that it is obligated to furnish to the Administrative Agent pursuant to the Loan Documents or to the Lenders under Article V, including all notices, requests, financial statements, financial and other reports, certificates and other information materials (all such communications being referred to herein collectively as “Communications”), by transmitting the Communications in an electronic/soft medium that is properly identified in a format acceptable to the Administrative Agent to an electronic mail address as directed by the Administrative Agent. Holdings and the Borrowers Borrower hereby acknowledge that (a) the Administrative Agent will make available to the Lenders and the Issuing Bank materials and/or information provided by or on behalf of it hereunder (collectively, the “Borrower Materials”) by posting the Borrower Materials on Intralinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders may be “public side” Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to Holdings and its Subsidiaries or their securities) (each, a “Public Lender”). Holdings and the Borrowers Borrower hereby agree that (i) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (ii) by marking Borrower Materials “PUBLIC”, Holdings and the Borrowers Borrower shall be deemed to have authorized the Administrative Agent and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to Holdings and its Subsidiaries or their securities for purposes of United States federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 9.15); (iii) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated as “Public Investor;” and (iv) the Administrative Agent shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not marked as “Public Investor.” Notwithstanding the foregoing, the following Borrower Materials shall be deemed to be marked “PUBLIC”, unless the Borrowers notify Borrower notifies the Administrative Agent promptly that such document contains material non-public information: (A) the Loan Documents, (B) notification of changes in the terms of the Revolving Credit Facilities Facility and (C) the financial statements, reports, compliance and other certificates and other information furnished by the Borrowers Borrower to the Administrative Agent pursuant to Section 5.04 of this Agreement (other than any budget and projected financial statements furnished by the Borrowers Borrower to the Administrative Agent pursuant to Section 5.04(e) of this Agreement or otherwise). 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, and receive, Communications 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 Holdings and its Subsidiaries or their securities for purposes of United States Federal or state securities laws. THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE”. NEITHER THE ADMINISTRATIVE AGENT NOR ANY OF ITS RELATED PARTIES (THE “AGENT PARTIES”) WARRANTS THE ACCURACY OR COMPLETENESS OF THE COMMUNICATIONS OR THE ADEQUACY OF THE PLATFORM AND EACH EXPRESSLY DISCLAIMS LIABILITY FOR ERRORS OR OMISSIONS IN THE COMMUNICATIONS. 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 THE AGENT PARTIES IN CONNECTION WITH THE COMMUNICATIONS OR THE PLATFORM. IN NO EVENT SHALL THE AGENT PARTIES HAVE ANY LIABILITY TO ANY LOAN PARTY, ANY LENDER OR ANY OTHER PERSON FOR DAMAGES OF ANY KIND, WHETHER OR NOT BASED ON STRICT LIABILITY AND INCLUDING DIRECT OR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSSES OR EXPENSES (WHETHER IN TORT, CONTRACT OR OTHERWISE) ARISING OUT OF ANY LOAN PARTY’S OR THE ADMINISTRATIVE AGENT’S TRANSMISSION OF COMMUNICATIONS THROUGH THE INTERNET, EXCEPT TO THE EXTENT THE LIABILITY OF ANY SUCH PERSON IS FOUND IN A FINAL RULING BY A COURT OF COMPETENT JURISDICTION TO HAVE RESULTED FROM SUCH PERSON’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. 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 receipt of 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 that the foregoing notice may be sent to such e-mail address. Nothing herein shall prejudice the right of the Loan Parties, the Administrative Agent or any Lender to give any notice or other communication pursuant to any Loan Document in any other manner specified in such Loan Document.
Appears in 1 contract
Samples: Revolving Credit Agreement (Lindblad Expeditions Holdings, Inc.)
Notices Electronic Communications. Notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by fax, as follows:
(a) if to the Borrowers or Holdings, to it at 00 Xxxxxx Xxxxxx, 9th Floor, New York, New York 10014, Attention: Xxxxx Xxxxxxxxxx, Chief Financial Officer, Tel: (000) 000-0000, Fax: (000) 000-0000, xxxxxx@xxxxxxxxxxx.xxx; and with a copy, in the case of any notice of Default or action, demand or further notice in connection therewith, to each of (i) Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, Xxx Xxxxxxxxx XxxxXxxx Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxx Xxxxxxx, Tel: (000) 000-0000, Fax: (000) 000-0000, xxxxxx.xxxxxxx@xxxxxxx.xxx; and (ii) Xxxxx & Lardner LLP, 0000 X Xxxxxx X.X., Xxxxxxxxxx, X.X. 00000, Attention: Xxxxxx X. Xxxxxxxxx, Tel: (000) 000-0000, Fax: (000) 000-0000, xxxxxxxxxx@xxxxx.xxx;
(b) (i) if to Credit Suisse AG, Cayman Islands Branch, Branch as Issuing Bank, to Credit Suisse AG, Cayman Islands Branch, Eleven Xxxxxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, (Fax No. (000) 000-0000), xxxx.xx-xxxxxxxxxxxxxxx-xx@xxxxxx-xxxxxx.xxx, (ii) if to Credit Suisse AG, Cayman Islands Branch, Branch as Administrative Agent, to Credit Suisse AG, Cayman Islands Branch, Eleven Madison Avenue, 9th Floor, New York, New York 10010, Attention of Loan Operations – Agency Manager (Fax No. (000) 000-0000), xxxxxx.xxxxxxx@xxxxxx-xxxxxx.xxx and (iii) if to Credit Suisse AG, Cayman Islands Branch, Branch as Collateral Agent, to Credit Suisse AG, Cayman Islands Branch, Eleven Madison Avenue, 9th Floor, New York, New York 10010, Attention of Boutique Management (Fax No. (000) 000-0000), xxxx.xxx-xxxxxxxxxx@xxxxxx-xxxxxx.xxx; and;
(c) if to a Lender, to it at its address (or fax number) set forth on Schedule 2.01 or in the Assignment and Acceptance pursuant to which such Lender shall have become a party hereto. All notices and other communications given to any party hereto in accordance with the provisions of this Agreement shall be deemed to have been given on the date of receipt (if such day is a Business Day, otherwise on the first Business Day after receipt) if delivered by hand or overnight courier service or when sent by fax or on the date three Business Days after dispatch by certified or registered mail if mailed, in each case delivered, sent or mailed (properly addressed) to such party as provided in this Section 9.01 or in accordance with the latest unrevoked direction from such party given in accordance with this Section 9.01. As agreed to among Holdings, the Borrowers, the Administrative Agent and the applicable Lenders from time to time, notices and other communications may also be delivered by e-mail to the e-mail address of a representative of the applicable person provided from time to time by such person. Holdings and the Borrowers hereby agree, unless directed otherwise by the Administrative Agent or unless the electronic mail address referred to below has not been provided by the Administrative Agent, that it will, or will cause the Restricted Subsidiaries to, provide to the Administrative Agent all information, documents and other materials that it is obligated to furnish to the Administrative Agent pursuant to the Loan Documents or to the Lenders under Article V, including all notices, requests, financial statements, financial and other reports, certificates and other information materials (all such communications being referred to herein collectively as “Communications”), by transmitting the Communications in an electronic/soft medium that is properly identified in a format acceptable to the Administrative Agent to an electronic mail address as directed by the Administrative Agent. Holdings and the Borrowers hereby acknowledge that (a) the Administrative Agent will make available to the Lenders and the Issuing Bank materials and/or information provided by or on behalf of it hereunder (collectively, the “Borrower Materials”) by posting the Borrower Materials on Intralinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders may be “public side” Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to Holdings and its Subsidiaries or their securities) (each, a “Public Lender”). Holdings and the Borrowers hereby agree that (i) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (ii) by marking Borrower Materials “PUBLIC”, ,” Holdings and the Borrowers shall be deemed to have authorized the Administrative Agent and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to Holdings and its Subsidiaries or their securities for purposes of United States federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 9.15); (iii) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated as “Public Investor;” and (iv) the Administrative Agent shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not marked as “Public Investor.” Notwithstanding the foregoing, the following Borrower Materials shall be deemed to be marked “PUBLIC”, unless the Borrowers notify the Administrative Agent promptly that such document contains material non-public information: (A) the Loan Documents, (B) notification of changes in the terms of the Credit Facilities and (C) the financial statements, reports, compliance and other certificates and other information furnished by the Borrowers to the Administrative Agent pursuant to Section 5.04 of this Agreement (other than any budget and projected financial statements furnished by the Borrowers to the Administrative Agent pursuant to Section 5.04(e) of this Agreement or otherwise). 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, and receive, Communications 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 Holdings and its Subsidiaries or their securities for purposes of United States Federal or state securities laws. THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE”. NEITHER THE ADMINISTRATIVE AGENT NOR ANY OF ITS RELATED PARTIES (THE “AGENT PARTIES”) WARRANTS THE ACCURACY OR COMPLETENESS OF THE COMMUNICATIONS OR THE ADEQUACY OF THE PLATFORM AND EACH EXPRESSLY DISCLAIMS LIABILITY FOR ERRORS OR OMISSIONS IN THE COMMUNICATIONS. 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 THE AGENT PARTIES IN CONNECTION WITH THE COMMUNICATIONS OR THE PLATFORM. IN NO EVENT SHALL THE AGENT PARTIES HAVE ANY LIABILITY TO ANY LOAN PARTY, ANY LENDER OR ANY OTHER PERSON FOR DAMAGES OF ANY KIND, WHETHER OR NOT BASED ON STRICT LIABILITY AND INCLUDING DIRECT OR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSSES OR EXPENSES (WHETHER IN TORT, CONTRACT OR OTHERWISE) ARISING OUT OF ANY LOAN PARTY’S OR THE ADMINISTRATIVE AGENT’S TRANSMISSION OF COMMUNICATIONS THROUGH THE INTERNET, EXCEPT TO THE EXTENT THE LIABILITY OF ANY SUCH PERSON IS FOUND IN A FINAL RULING BY A COURT OF COMPETENT JURISDICTION TO HAVE RESULTED FROM SUCH PERSON’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. 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 receipt of 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 that the foregoing notice may be sent to such e-mail address. Nothing herein shall prejudice the right of the Loan Parties, the Administrative Agent or any Lender to give any notice or other communication pursuant to any Loan Document in any other manner specified in such Loan Document.
Appears in 1 contract
Samples: Credit Agreement (Lindblad Expeditions Holdings, Inc.)
Notices Electronic Communications. Notices (a) Except in the case of notices and other communications expressly permitted to be given by telephone, all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by faxtelecopy, as follows:
(ai) if to the Borrowers Borrower or Holdingsany Guarantor, to it at 00 000 Xxxxxxxxx Xx., Xxxxx 000, Xxxxxxx Xxxxx, XX 00000, Attention of Xxxxxxx Xxxxxx Xxxxxx, 9th Floor, New York, New York 10014, Attention: Xxxxx Xxxxxxxxxx, Chief Financial Officer, Tel: (Telecopy No. 000) -000-0000, Fax: Telephone No. 000-000-0000); with a copy to Xxxxxx Xxxxxx & Xxxxxxx llp, 00 Xxxx Xxxxxx, Xxx Xxxx, XX 00000, Attention of Xxxxxx X. Xxxxxxxxx, Esq. (Telecopy No. 000) -000-0000, xxxxxx@xxxxxxxxxxx.xxx; and with a copy, in Telephone No. 000-000-0000);
(ii) if to the case of any notice of Default or action, demand or further notice in connection therewithAdministrative Agent, to each of (i) SkaddenCredit Suisse, Arps, Slate, 00 Xxxxxxx & Xxxx LLP, Xxx Xxxxxxxxx XxxxXxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxx XxxxxxxAttention of Manager, Tel: Agency Department, (Telecopy No. (000) 000-0000, Fax: (000) 000-0000, xxxxxx.xxxxxxx@xxxxxxx.xxx; and (ii) Xxxxx & Lardner LLP, 0000 X Xxxxxx X.X., Xxxxxxxxxx, X.X. 00000, Attention: Xxxxxx X. Xxxxxxxxx, Tel: (000) 000-0000, Fax: (000) 000-0000, xxxxxxxxxx@xxxxx.xxx;
(b) (i) if to Credit Suisse AG, Cayman Islands Branch, as Issuing Bank, to Credit Suisse AG, Cayman Islands Branch, Eleven Xxxxxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, (Fax Telephone No. (000) 000-0000), xxxx.xx-xxxxxxxxxxxxxxx-xx@xxxxxx-xxxxxx.xxx, ;
(iiiii) if to Credit Suisse AG, Cayman Islands Branch, as Administrative the Collateral Agent, to Credit Suisse AGSuisse, Cayman Islands Branch00 Xxxxxxx Xxxxxx, Eleven Madison AvenueXxx Xxxx, 9th Floor, New York, New York 10010Xxx Xxxx 00000, Attention of Loan Operations – Agency Manager Xxxxx Xxxx, (Fax Telecopy No. (000) 000-0000; Telephone No. (000) 000-0000), xxxxxx.xxxxxxx@xxxxxx-xxxxxx.xxx and ;
(iiiiv) if to Credit Suisse AG, Cayman Islands BranchSuisse, as Collateral AgentIssuing Lender, to Credit Suisse AGit at 00 Xxxxxxx Xxxxxx, Cayman Islands BranchXxx Xxxx, Eleven Madison Avenue, 9th Floor, New York, New York 10010Xxx Xxxx 00000, Attention of Boutique Management Xxxx Xxxxx, (Fax Telecopy No. (000) 000-0000; Telephone No. (000) 000-0000);
(v) if to Xxxxx Fargo Foothill, xxxx.xxx-xxxxxxxxxx@xxxxxx-xxxxxx.xxxInc., as Issuing Lender, to it at Letters of Credit Department, 0000 Xxxxxxxx Xxxxxx, Xxxxx 0000 Xxxx, Xxxxx Xxxxxx, XX 00000, Attention of Xxxx Xxxxxxxx, (Telecopy No. (000) 000-0000; Telephone No. (000) 000-0000; email: xxxxxxxxxxxxxxx@xxxxxxxxxx.xxx) and Xxxxx Xxxxx (Telephone No. (000) 000-0000);
(vi) if to the Swingline Lender, to it at Credit Suisse, 00 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention of Manager, Agency Department, (Telecopy No. (000) 000-0000; Telephone No. (000) 000-0000); and
(cvii) if to a Lender, to it at its address (or fax telecopy number) set forth on Schedule 2.01 in its Administrative Questionnaire. Any party hereto may change its address or telecopy number for notices and other communications hereunder by notice to the other parties hereto (or, in the Assignment case of any such change by a Lender, by notice to the Borrower and Acceptance pursuant to which such Lender shall have become a party heretothe Administrative Agent). All notices and other communications given to any party hereto in accordance with the provisions of this Agreement shall be deemed to have been given on the date of receipt receipt. Notices delivered through electronic communications to the extent provided in paragraph (if such day is a Business Dayb) below, otherwise on the first Business Day after receipt) if delivered by hand or overnight courier service or when sent by fax or on the date three Business Days after dispatch by certified or registered mail if mailed, in each case delivered, sent or mailed (properly addressed) to such party shall be effective as provided in this Section 9.01 or in accordance with the latest unrevoked direction from such party given in accordance with this Section 9.01. As agreed to among Holdings, the Borrowers, the Administrative Agent and the applicable Lenders from time to time, notices and other communications may also be delivered by e-mail to the e-mail address of a representative of the applicable person provided from time to time by such person. Holdings and the Borrowers hereby agree, unless directed otherwise by the Administrative Agent or unless the electronic mail address referred to below has not been provided by the Administrative Agent, that it will, or will cause the Restricted Subsidiaries to, provide to the Administrative Agent all information, documents and other materials that it is obligated to furnish to the Administrative Agent pursuant to the Loan Documents or to the Lenders under Article V, including all notices, requests, financial statements, financial and other reports, certificates and other information materials (all such communications being referred to herein collectively as “Communications”), by transmitting the Communications in an electronic/soft medium that is properly identified in a format acceptable to the Administrative Agent to an electronic mail address as directed by the Administrative Agent. Holdings and the Borrowers hereby acknowledge that (a) the Administrative Agent will make available to the Lenders and the Issuing Bank materials and/or information provided by or on behalf of it hereunder (collectively, the “Borrower Materials”) by posting the Borrower Materials on Intralinks or another similar electronic system (the “Platform”) and said paragraph (b) certain of the Lenders may be “public side” Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to Holdings and its Subsidiaries or their securities) (each, a “Public Lender”). Holdings and the Borrowers hereby agree that (i) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (ii) by marking Borrower Materials “PUBLIC”, Holdings and the Borrowers shall be deemed to have authorized the Administrative Agent and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to Holdings and its Subsidiaries or their securities for purposes of United States federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 9.15); (iii) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated as “Public Investor;” and (iv) the Administrative Agent shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not marked as “Public Investor.” Notwithstanding the foregoing, the following Borrower Materials shall be deemed to be marked “PUBLIC”, unless the Borrowers notify the Administrative Agent promptly that such document contains material non-public information: (A) the Loan Documents, (B) notification of changes in the terms of the Credit Facilities and (C) the financial statements, reports, compliance and other certificates and other information furnished by the Borrowers to the Administrative Agent pursuant to Section 5.04 of this Agreement (other than any budget and projected financial statements furnished by the Borrowers to the Administrative Agent pursuant to Section 5.04(e) of this Agreement or otherwise). 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, and receive, Communications 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 Holdings and its Subsidiaries or their securities for purposes of United States Federal or state securities laws. THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE”. NEITHER THE ADMINISTRATIVE AGENT NOR ANY OF ITS RELATED PARTIES (THE “AGENT PARTIES”) WARRANTS THE ACCURACY OR COMPLETENESS OF THE COMMUNICATIONS OR THE ADEQUACY OF THE PLATFORM AND EACH EXPRESSLY DISCLAIMS LIABILITY FOR ERRORS OR OMISSIONS IN THE COMMUNICATIONS. 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 THE AGENT PARTIES IN CONNECTION WITH THE COMMUNICATIONS OR THE PLATFORM. IN NO EVENT SHALL THE AGENT PARTIES HAVE ANY LIABILITY TO ANY LOAN PARTY, ANY LENDER OR ANY OTHER PERSON FOR DAMAGES OF ANY KIND, WHETHER OR NOT BASED ON STRICT LIABILITY AND INCLUDING DIRECT OR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSSES OR EXPENSES (WHETHER IN TORT, CONTRACT OR OTHERWISE) ARISING OUT OF ANY LOAN PARTY’S OR THE ADMINISTRATIVE AGENT’S TRANSMISSION OF COMMUNICATIONS THROUGH THE INTERNET, EXCEPT TO THE EXTENT THE LIABILITY OF ANY SUCH PERSON IS FOUND IN A FINAL RULING BY A COURT OF COMPETENT JURISDICTION TO HAVE RESULTED FROM SUCH PERSON’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. 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 receipt of 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 that the foregoing notice may be sent to such e-mail address. Nothing herein shall prejudice the right of the Loan Parties, the Administrative Agent or any Lender to give any notice or other communication pursuant to any Loan Document in any other manner specified in such Loan Document.
Appears in 1 contract
Notices Electronic Communications. Notices Except in the case of notices and other communications expressly permitted to be given by telephone (and except for electronic communications provided below), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by fax, as follows:
(a) if to the Borrowers or Holdings, to it Company at 00 Xxxxxx 7000 Xxxxxxxxx Xxxxxx, 9th FloorXxxxx 0000, New YorkXxxxxxxx, New York 10014Xxxxxxxx 00000, Attention: Xxxxx XxxxxxxxxxGxxxx Xxxxxxxx, Chief Financial OfficerEmail: Gxxxx.Xxxxxxxx@xxxxxxxxxxxxx.xxx, Tel: (000) 000-0000, Fax: (000) 000-0000, xxxxxx@xxxxxxxxxxx.xxx; and with a copy, in the case of any notice of Default or action, demand or further notice in connection therewith, copy to each of (i) Skadden, Arps, Slate, Xxxxxxx Vxxxxx & Xxxx Exxxxx LLP, Xxx Xxxxxxxxx Xxxx1000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxx Xxxxxxx, Tel: (000) 000-0000, Fax: (000) 000-0000, xxxxxx.xxxxxxx@xxxxxxx.xxx; and (ii) Xxxxx & Lardner LLP, 0000 X Xxxxxx X.X., Txxx Xxxxxxxxxx, X.X. 00000Dxxxx Xxxxx and Jxxxxxx Xxxx, AttentionEmail: Xxxxxx X. Xxxxxxxxx, Tel: (000) 000-0000, Fax: (000) 000-0000, xxxxxxxxxx@xxxxx.xxxtxxxxxxxxxx@xxxxx.xxx; dxxxxx@xxxxx.xxx; jxxxx@xxxxx.xxx;
(b) if to Acquiom or Collateral Agent, to Acquiom Agency Services LLC, 900 00xx Xxxxxx, Xxxxx 0000, Xxxxxx, Xxxxxxxx 00000, Attention: Lxxx Xxxxxx, Email: lxxxxxx@xxxxxxxxxx.xxx, with a copy (iwhich shall not constitute notice) to MxXxxxxxx Will & Exxxx LLP, Oxx Xxxxxxxxxx Xxxxxx, Xxx Xxxx, XX 00000, Attention: Jxxxxxxx Xxxxxx and Sxxxxxxx Xxxxxx, Email: jxxxxxx@xxx.xxx; sxxxxxx@xxx.xxx;
(c) if to Credit Suisse AG, Cayman Islands Branch, as Issuing BankSeaport, to Credit Suisse AGSeaport Loan Products LLC, Cayman Islands Branch300 Xxxxxxx Xxx., Eleven 00xx Xxxxx, Xxx Xxxx, XX 00000, Attention: Jxxxxxxx Xxxxxxxxx, General Counsel and Pxxx Xx. Mxxxx, Managing Director, Email: JXxxxxxxxx@xxxxxxxxxxxxx.xxx; PXxXxxxx@xxxxxxxxxxxxx.xxx, with a copy (which shall not constitute notice) to MxXxxxxxx Will & Exxxx LLP, Oxx Xxxxxxxxxx Xxxxxx, Xxx Xxxx, XX 00000, Attention: Jxxxxxxx Xxxxxx and Sxxxxxxx Xxxxxx, Email: jxxxxxx@xxx.xxx; sxxxxxx@xxx.xxx;
(d) if to the DIP Fronting Creditor, to Barclays Bank PLC, 700 Xxxxxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, (Fax No. (000) 000-0000)Attention: Exxx Xxxxxxx and Jxxxxx Xxxxxx, xxxx.xx-xxxxxxxxxxxxxxx-xx@xxxxxx-xxxxxx.xxx, (ii) if Email: exxx.xxxxxxx@xxxxxxxx.xxx and jxxxxx.xxxxxx@xxxxxxxx.xxx, with a copy to Credit Suisse AGDentons US LLP , Cayman Islands Branch1000 Xxxxxx xx xxx Xxxxxxxx, as Administrative AgentXxx Xxxx, to Credit Suisse AGXX 00000, Cayman Islands BranchAttention: Axxxxx X. Xxxxxxxx and Rxxxxx Xxxxxxxxxxx, Eleven Madison Avenue, 9th Floor, New York, New York 10010, Attention of Loan Operations – Agency Manager (Fax No. (000) 000-0000), xxxxxx.xxxxxxx@xxxxxx-xxxxxx.xxx Email: axxxxx.xxxxxxxx@xxxxxxx.xxx and (iii) if to Credit Suisse AG, Cayman Islands Branch, as Collateral Agent, to Credit Suisse AG, Cayman Islands Branch, Eleven Madison Avenue, 9th Floor, New York, New York 10010, Attention of Boutique Management (Fax No. (000) 000-0000), xxxx.xxx-xxxxxxxxxx@xxxxxx-xxxxxx.xxxrxxxxx.xxxxxxxxxxx@xxxxxxx.xxx; and
(ce) if to a LenderDIP Creditor, to it at its address (or fax number) set forth on Schedule 2.01 in the administrative questionnaire delivered to the Co-Administrative Agents or in the Assignment and Acceptance or the Affiliated DIP Creditor Assignment and Acceptance, as applicable, pursuant to which such Lender DIP Creditor shall have become a party hereto. All notices and other communications given to any party hereto in accordance with the provisions of this Agreement Notices sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given on the date of receipt (if such day is a Business Day, otherwise on the first Business Day after receipt) if delivered by hand or overnight courier service or when received; notices sent by fax or on the date three Business Days after dispatch by certified or registered mail if mailed, in each case delivered, sent or mailed (properly addressed) to such party as provided in this Section 9.01 or in accordance with the latest unrevoked direction from such party given in accordance with this Section 9.01. As agreed to among Holdings, the Borrowers, the Administrative Agent and the applicable Lenders from time to time, notices and other communications may also be delivered by e-mail to the e-mail address of a representative of the applicable person provided from time to time by such person. Holdings and the Borrowers hereby agree, unless directed otherwise by the Administrative Agent or unless the electronic mail address referred to below has not been provided by the Administrative Agent, that it will, or will cause the Restricted Subsidiaries to, provide to the Administrative Agent all information, documents and other materials that it is obligated to furnish to the Administrative Agent pursuant to the Loan Documents or to the Lenders under Article V, including all notices, requests, financial statements, financial and other reports, certificates and other information materials (all such communications being referred to herein collectively as “Communications”), by transmitting the Communications in an electronic/soft medium that is properly identified in a format acceptable to the Administrative Agent to an electronic mail address as directed by the Administrative Agent. Holdings and the Borrowers hereby acknowledge that (a) the Administrative Agent will make available to the Lenders and the Issuing Bank materials and/or information provided by or on behalf of it hereunder (collectively, the “Borrower Materials”) by posting the Borrower Materials on Intralinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders may be “public side” Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to Holdings and its Subsidiaries or their securities) (each, a “Public Lender”). Holdings and the Borrowers hereby agree that (i) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (ii) by marking Borrower Materials “PUBLIC”, Holdings and the Borrowers facsimile shall be deemed to have authorized been given when sent (except that, if not given during normal business hours for the Administrative Agent and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to Holdings and its Subsidiaries or their securities for purposes of United States federal and state securities laws (providedrecipient, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 9.15); (iii) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated as “Public Investor;” and (iv) the Administrative Agent shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not marked as “Public Investor.” Notwithstanding the foregoing, the following Borrower Materials shall be deemed to be marked “PUBLIC”have been given at the opening of business on the next Business Day for the recipient). Notices delivered through electronic communications, unless to the Borrowers notify the Administrative Agent promptly that such document contains material non-public information: (A) the Loan Documents, (B) notification of changes extent provided in the terms of the Credit Facilities and (C) the financial statementsimmediately following paragraph, reports, compliance and other certificates and other information furnished by the Borrowers to the Administrative Agent pursuant to Section 5.04 of this Agreement (other than any budget and projected financial statements furnished by the Borrowers to the Administrative Agent pursuant to Section 5.04(e) of this Agreement or otherwise). 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, and receive, Communications 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 Holdings and its Subsidiaries or their securities for purposes of United States Federal or state securities laws. THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE”. NEITHER THE ADMINISTRATIVE AGENT NOR ANY OF ITS RELATED PARTIES (THE “AGENT PARTIES”) WARRANTS THE ACCURACY OR COMPLETENESS OF THE COMMUNICATIONS OR THE ADEQUACY OF THE PLATFORM AND EACH EXPRESSLY DISCLAIMS LIABILITY FOR ERRORS OR OMISSIONS IN THE COMMUNICATIONS. 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 THE AGENT PARTIES IN CONNECTION WITH THE COMMUNICATIONS OR THE PLATFORM. IN NO EVENT SHALL THE AGENT PARTIES HAVE ANY LIABILITY TO ANY LOAN PARTY, ANY LENDER OR ANY OTHER PERSON FOR DAMAGES OF ANY KIND, WHETHER OR NOT BASED ON STRICT LIABILITY AND INCLUDING DIRECT OR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSSES OR EXPENSES (WHETHER IN TORT, CONTRACT OR OTHERWISE) ARISING OUT OF ANY LOAN PARTY’S OR THE ADMINISTRATIVE AGENT’S TRANSMISSION OF COMMUNICATIONS THROUGH THE INTERNET, EXCEPT TO THE EXTENT THE LIABILITY OF ANY SUCH PERSON IS FOUND IN A FINAL RULING BY A COURT OF COMPETENT JURISDICTION TO HAVE RESULTED FROM SUCH PERSON’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. The Administrative Agent agrees that the receipt of the Communications by the Administrative Agent at its e-mail address set forth above shall constitute be effective delivery of the Communications to the Administrative Agent for purposes of the Loan Documents. Each Lender agrees that receipt of notice to it (as provided in said paragraph. Notices and other communications to the DIP Creditors hereunder may be delivered or furnished by electronic communication (including email and Internet or intranet websites) pursuant to procedures approved by the Co-Administrative Agents; provided that the foregoing shall not apply to notices to any DIP Creditor pursuant to Article II if such DIP Creditor has notified the Co-Administrative Agents that it is incapable of receiving notices under such Article II by electronic communication. The Co-Administrative Agents or the Company may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications. Unless the Co-Administrative Agents otherwise prescribes, (i) notices and other communications sent to an email address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return email or other written acknowledgement), and (ii) notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient, at its email address as described in the foregoing clause (i), of notification that such notice or communication is available and identifying the website address therefor; provided that, for both clauses (i) and (ii) above, if such notice, email or other communication is not sent during the normal business hours of the recipient, such notice or communication shall be deemed to have been sent at the opening of business on the next sentence) specifying that Business Day for the Communications have been posted to the Platform shall constitute effective delivery of the Communications to such Lender for purposes of the Loan Documentsrecipient. Each Lender DIP Creditor agrees to notify the Co-Administrative Agent Agents in writing (including by electronic communication) from time to time of such LenderDIP Creditor’s e-mail email address to which the foregoing notice notices may be sent by electronic transmission and that the foregoing notice may be sent to such e-mail email address. Nothing herein shall prejudice Any party hereto may change its address or facsimile number for notices and other communications hereunder by notice to the right of Co-Administrative Agents and the Loan Parties, the Administrative Agent or any Lender to give any notice or other communication pursuant to any Loan Document in any other manner specified in such Loan DocumentCompany.
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Notices Electronic Communications. Notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by fax, as follows:
(a) if to the Borrowers Borrower or Holdingsany other Credit Party, to it at 00 Xxxxxx Xxxxxxat: c/o Snap One Holdings Corp. 0000 Xxxxxxxxxxx Xxxxxxxxx, 9th FloorXxxxx 000 Xxxxxxxxx, New York, New York 10014, XX 00000 Attention: Xxxxx Xxxxxxxxxx, Chief Financial Officer, Xxxxxxx Xxxxxx (CFO) Tel: (000) 000-0000, Fax0000 Electronic mail: (000) 000-0000, xxxxxx@xxxxxxxxxxx.xxx; and with a copy, in the case of any notice of Default or action, demand or further notice in connection therewith, to each of (i) Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, Xxx Xxxxxxxxx Xxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxx Xxxxxxx, Tel: (000) 000-0000, Fax: (000) 000-0000, xxxxxx.xxxxxxx@xxxxxxx.xxx; and (ii) Xxxxx & Lardner LLP, 0000 X Xxxxxx X.X., Xxxxxxxxxx, X.X. 00000, Attention: Xxxxxx X. Xxxxxxxxx, Tel: (000) 000-0000, Fax: (000) 000-0000, xxxxxxxxxx@xxxxx.xxx;
xxxx.xxxxxx@xxxxxx.xxx (b) (i) if to Credit Suisse AG, Cayman Islands Branch, as Issuing Bankthe Administrative Agent, to Credit Suisse AGit at: Xxxxxx Xxxxxxx Senior Funding, Cayman Islands Branch, Eleven Xxxxxxx Inc. Agency Team 0000 Xxxxxx Xxxxxx, 0xx Xxxxx, Xxx XxxxXxxxxx Xxxxxx Xxxxx, Xxx Xxxx 00000Xxxxxxxxx, (Fax No. (000) XX 00000 Tel.: 000-0000), xxxx.xx-xxxxxxxxxxxxxxx-xx@xxxxxx-xxxxxx.xxx, (ii) if to Credit Suisse AG, Cayman Islands Branch, as Administrative Agent, to Credit Suisse AG, Cayman Islands Branch, Eleven Madison Avenue, 9th Floor, New York, New York 10010, Attention of Loan Operations – Agency Manager (Fax No. (000) 000-0000), xxxxxx.xxxxxxx@xxxxxx-xxxxxx.xxx and (iii) if to Credit Suisse AG, Cayman Islands Branch, as Collateral Agent, to Credit Suisse AG, Cayman Islands Branch, Eleven Madison Avenue, 9th Floor, New York, New York 10010, Attention of Boutique Management (Fax No. (000) 0000000 E-0000), xxxx.xxx-xxxxxxxxxx@xxxxxx-xxxxxx.xxxmail: Xxxxxx.Xxxxxxxxx@xxxxxxxxxxxxx.xxx; and
xxxxx.xxxxxxx@xxxxxxxxxxxxx.xxx (c) if to a the Collateral Agent, to it at: Xxxxxx Xxxxxxx Senior Funding, Inc. Agency Team 0000 Xxxxxx Xxxxxx, 0xx Xxxxx, Xxxxxx Xxxxxx Xxxxx, Xxxxxxxxx, XX 00000 Tel.: 000-000-0000 E-mail: Xxxxxx.Xxxxxxxxx@xxxxxxxxxxxxx.xxx; xxxxx.xxxxxxx@xxxxxxxxxxxxx.xxx (d) if to MSSF, as Letter of Credit Issuer, to it at: Xxxxxx Xxxxxxx Senior Funding, Inc. Agency Team 0000 Xxxxxx Xxxxxx, 0xx Xxxxx, Xxxxxx Xxxxxx Xxxxx, Xxxxxxxxx, XX 00000 Tel.: 000-000-0000 E-mail: Xxxxxx.Xxxxxxxxx@xxxxxxxxxxxxx.xxx; xxxxx.xxxxxxx@xxxxxxxxxxxxx.xxx (e) if to MSSF, as the Swingline Lender, to it at its address (or fax number) set forth on Schedule 2.01 or in the Assignment and Acceptance pursuant to which such Lender shall have become a party hereto. All notices and other communications given to any party hereto in accordance with the provisions of this Agreement shall be deemed to have been given on the date of receipt (if such day is a Business Dayat: Xxxxxx Xxxxxxx Senior Funding, otherwise on the first Business Day after receipt) if delivered by hand or overnight courier service or when sent by fax or on the date three Business Days after dispatch by certified or registered mail if mailedInc. Agency Team 0000 Xxxxxx Xxxxxx, in each case delivered0xx Xxxxx, sent or mailed (properly addressed) to such party as provided in this Section 9.01 or in accordance with the latest unrevoked direction from such party given in accordance with this Section 9.01. As agreed to among HoldingsXxxxxx Xxxxxx Xxxxx, the BorrowersXxxxxxxxx, the Administrative Agent and the applicable Lenders from time to time, notices and other communications may also be delivered by e-mail to the e-mail address of a representative of the applicable person provided from time to time by such person. Holdings and the Borrowers hereby agree, unless directed otherwise by the Administrative Agent or unless the electronic mail address referred to below has not been provided by the Administrative Agent, that it will, or will cause the Restricted Subsidiaries to, provide to the Administrative Agent all information, documents and other materials that it is obligated to furnish to the Administrative Agent pursuant to the Loan Documents or to the Lenders under Article V, including all notices, requests, financial statements, financial and other reports, certificates and other information materials (all such communications being referred to herein collectively as “Communications”), by transmitting the Communications in an electronic/soft medium that is properly identified in a format acceptable to the Administrative Agent to an electronic mail address as directed by the Administrative Agent. Holdings and the Borrowers hereby acknowledge that (a) the Administrative Agent will make available to the Lenders and the Issuing Bank materials and/or information provided by or on behalf of it hereunder (collectively, the “Borrower Materials”) by posting the Borrower Materials on Intralinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders may be “public side” Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to Holdings and its Subsidiaries or their securities) (each, a “Public Lender”). Holdings and the Borrowers hereby agree that (i) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (ii) by marking Borrower Materials “PUBLIC”, Holdings and the Borrowers shall be deemed to have authorized the Administrative Agent and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to Holdings and its Subsidiaries or their securities for purposes of United States federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 9.15); (iii) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated as “Public Investor;” and (iv) the Administrative Agent shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not marked as “Public Investor.” Notwithstanding the foregoing, the following Borrower Materials shall be deemed to be marked “PUBLIC”, unless the Borrowers notify the Administrative Agent promptly that such document contains material non-public information: (A) the Loan Documents, (B) notification of changes in the terms of the Credit Facilities and (C) the financial statements, reports, compliance and other certificates and other information furnished by the Borrowers to the Administrative Agent pursuant to Section 5.04 of this Agreement (other than any budget and projected financial statements furnished by the Borrowers to the Administrative Agent pursuant to Section 5.04(e) of this Agreement or otherwise). 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, and receive, Communications 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 Holdings and its Subsidiaries or their securities for purposes of United States Federal or state securities laws. THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE”. NEITHER THE ADMINISTRATIVE AGENT NOR ANY OF ITS RELATED PARTIES (THE “AGENT PARTIES”) WARRANTS THE ACCURACY OR COMPLETENESS OF THE COMMUNICATIONS OR THE ADEQUACY OF THE PLATFORM AND EACH EXPRESSLY DISCLAIMS LIABILITY FOR ERRORS OR OMISSIONS IN THE COMMUNICATIONS. 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 THE AGENT PARTIES IN CONNECTION WITH THE COMMUNICATIONS OR THE PLATFORM. IN NO EVENT SHALL THE AGENT PARTIES HAVE ANY LIABILITY TO ANY LOAN PARTY, ANY LENDER OR ANY OTHER PERSON FOR DAMAGES OF ANY KIND, WHETHER OR NOT BASED ON STRICT LIABILITY AND INCLUDING DIRECT OR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSSES OR EXPENSES (WHETHER IN TORT, CONTRACT OR OTHERWISE) ARISING OUT OF ANY LOAN PARTY’S OR THE ADMINISTRATIVE AGENT’S TRANSMISSION OF COMMUNICATIONS THROUGH THE INTERNET, EXCEPT TO THE EXTENT THE LIABILITY OF ANY SUCH PERSON IS FOUND IN A FINAL RULING BY A COURT OF COMPETENT JURISDICTION TO HAVE RESULTED FROM SUCH PERSON’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. 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 receipt of 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 that the foregoing notice may be sent to such e-mail address. Nothing herein shall prejudice the right of the Loan Parties, the Administrative Agent or any Lender to give any notice or other communication pursuant to any Loan Document in any other manner specified in such Loan Document.XX 21231 -238- #96562806v11
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