CONFIDENTIALITY UNDERTAKINGS SUBSTANTIALLY SIMILAR TO THOSE OF THIS
SECTION, TO (A) ANY ASSIGNEE OF OR PARTICIPANT IN, OR ANY PROSPECTIVE ASSIGNEE
OF OR PARTICIPANT IN, ANY OF ITS RIGHTS OR OBLIGATIONS UNDER THIS AGREEMENT OR
(B) ANY ACTUAL OR PROSPECTIVE COUNTERPARTY (OR ITS RELATED PARTIES) TO ANY SWAP
OR DERIVATIVE TRANSACTION RELATING TO THE BORROWER OR ANY SUBSIDIARY AND ITS
OBLIGATIONS; (VI) TO THE EXTENT SUCH INFORMATION (A) BECOMES PUBLICLY AVAILABLE
OTHER THAN AS A RESULT OF A BREACH BY SUCH LENDER OF THIS AGREEMENT, (B) IS
GENERATED BY SUCH LENDER OR BECOMES AVAILABLE TO SUCH LENDER ON A
NONCONFIDENTIAL BASIS FROM A SOURCE OTHER THAN THE BORROWER OR ITS AFFILIATES OR
THE AGENT, OR (C) WAS AVAILABLE TO SUCH LENDER ON A NONCONFIDENTIAL BASIS PRIOR
TO ITS DISCLOSURE TO SUCH LENDER BY THE BORROWER OR ITS AFFILIATES OR THE AGENT;
OR (VII) TO THE EXTENT THE BORROWER SHALL HAVE CONSENTED TO SUCH DISCLOSURE IN
WRITING.
AS USED IN THIS SECTION, "INFORMATION" SHALL MEAN THE CONFIDENTIAL
MEMORANDUM AND ANY OTHER CONFIDENTIAL MATERIALS, DOCUMENTS AND INFORMATION
RELATING TO THE BORROWER THAT THE BORROWER OR ANY OF ITS AFFILIATES MAY HAVE
FURNISHED OR MADE AVAILABLE OR MAY HEREAFTER FURNISH OR MAKE AVAILABLE TO THE
AGENT OR ANY LENDER IN CONNECTION WITH THIS AGREEMENT.
(B)
EACH LENDER ACKNOWLEDGES THAT INFORMATION FURNISHED TO IT PURSUANT TO THIS
AGREEMENT MAY INCLUDE MATERIAL NON - PUBLIC INFORMATION CONCERNING THE BORROWER
AND ITS AFFILIATES OR THE BORROWER'S SECURITIES, AND CONFIRMS THAT IT HAS
DEVELOPED COMPLIANCE PROCEDURES REGARDING THE USE OF MATERIAL NON-PUBLIC
INFORMATION AND THAT IT WILL HANDLE SUCH MATERIAL NON-PUBLIC INFORMATION IN
ACCORDANCE WITH THOSE PROCEDURES AND APPLICABLE LAW, INCLUDING FEDERAL AND STATE
SECURITIES LAWS.
(C)
ALL INFORMATION, INCLUDING REQUESTS FOR WAIVERS AND AMENDMENTS, FURNISHED
BY ANY BORROWER OR THE AGENT PURSUANT TO, OR IN THE COURSE OF ADMINISTERING,
THIS AGREEMENT WILL BE SYNDICATE-LEVEL INFORMATION, WHICH MAY CONTAIN MATERIAL
NON-PUBLIC INFORMATION ABOUT THE BORROWER AND ITS AFFILIATES OR THE BORROWER'S
SECURITIES.
ACCORDINGLY, EACH LENDER REPRESENTS TO THE BORROWER AND THE AGENT
THAT IT HAS IDENTIFIED IN ITS ADMINISTRATIVE QUESTIONNAIRE A CREDIT CONTACT WHO
MAY RECEIVE INFORMATION THAT MAY CONTAIN MATERIAL NON-PUBLIC INFORMATION IN
ACCORDANCE WITH ITS COMPLIANCE PROCEDURES AND APPLICABLE LAW, INCLUDING FEDERAL
AND STATE SECURITIES LAWS.
87
(D)
EACH TRANSFEREE SHALL BE DEEMED, BY ACCEPTING ANY ASSIGNMENT OR
PARTICIPATION HEREUNDER, TO HAVE AGREED TO BE BOUND BY THIS SECTION.
SECTION 9.17.
ELECTRONIC COMMUNICATIONS.
(A)
THE BORROWER HEREBY AGREES THAT,
UNLESS OTHERWISE REQUESTED BY THE AGENT, IT WILL PROVIDE TO THE AGENT ALL
INFORMATION, DOCUMENTS AND OTHER MATERIALS THAT IT IS OBLIGATED TO FURNISH TO
THE AGENT PURSUANT TO SECTION 5.04(A), (B), (C), (F), (G), (H), (I), (K) AND
(L) (THE "COMMUNICATIONS") BY TRANSMITTING THE COMMUNICATIONS IN AN
ELECTRONIC/SOFT MEDIUM (PROVIDED SUCH COMMUNICATIONS CONTAIN ANY REQUIRED
SIGNATURES) IN A FORMAT REASONABLY ACCEPTABLE TO THE AGENT TO
OPLOANSWEBADMIN@CITIGROUP.COM (OR SUCH OTHER E-MAIL ADDRESS AS SHALL BE
DESIGNATED BY THE AGENT FROM TIME TO TIME); PROVIDED THAT ANY DELAY OR FAILURE
TO COMPLY WITH THE REQUIREMENTS OF THIS SECTION