or any Borrower and
the Agent, and as set forth in Schedule I or II in the case of the other parties
hereto, or to such other address as may be hereafter notified by the respective
parties hereto and any future holders of the obligations owing hereunder:
The Company:
Capmark Financial Group Inc.
200 Witmer Road
Horsham, PA 19044
Attention:
Marc Fox
Wayne Hoch
Telecopy:
215-328-1515
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With a copy to:
Capmark Financial Group Inc.
200 Witmer Road
Horsham, PA 19044
Attention:
General Counsel
Telecopy:
215-328-3620
The Agent:
Citibank, N.A.
2 Penns Way, Suite 200
New Castle, DE 19720
Attention:
Dawayne Sims
Telecopy:
212-994-0961
With a copy to:
Citibank, N.A.
388 Greenwich Street
New York, NY 10013
Attention:
Yoko Otani
Telecopy:
646-291-1727
provided that any notice, request or demand to or upon the Agent, any Issuing
Bank or the Lenders pursuant to subsections 2.3, 2.4, 2.5, 2.6, 2.7, 2.8, 2.9,
2.10, 2.11 or 2.25 shall not be effective until received.
(A)
SO LONG AS CITIBANK OR ANY OF ITS AFFILIATES IS THE AGENT, MATERIALS
REQUIRED TO BE DELIVERED PURSUANT TO SUBSECTIONS 5.1, 5.2 AND 5.3 MAY BE
DELIVERED TO THE AGENT IN AN ELECTRONIC MEDIUM IN A FORMAT ACCEPTABLE TO THE
AGENT AND THE LENDERS BY E-MAIL AT OPLOANSWEBADMIN@CITIGROUP.COM (AND DELIVERY
IN SUCH FORMAT SHALL FULLY SATISFY THE DELIVERY REQUIREMENTS OF SUCH SUBSECTIONS
IN RESPECT THEREOF).
THE BORROWERS AGREE THAT THE AGENT MAY MAKE SUCH
MATERIALS, AS WELL AS ANY OTHER WRITTEN INFORMATION, DOCUMENTS, INSTRUMENTS AND
OTHER MATERIAL RELATING TO THE BORROWERS, ANY OF THEIR SUBSIDIARIES OR ANY OTHER
MATERIALS OR MATTERS RELATING TO THIS AGREEMENT, THE NOTES, THE GUARANTY OR ANY
OF THE TRANSACTIONS CONTEMPLATED HEREBY (COLLECTIVELY, THE "COMMUNICATIONS")
AVAILABLE TO THE LENDERS BY POSTING SUCH NOTICES ON INTRALINKS OR A
SUBSTANTIALLY SIMILAR ELECTRONIC SYSTEM (THE "PLATFORM").
THE BORROWERS
ACKNOWLEDGES THAT (I) THE DISTRIBUTION OF MATERIAL THROUGH AN ELECTRONIC MEDIUM
IS NOT NECESSARILY SECURE AND THAT THERE ARE CONFIDENTIALITY AND OTHER RISKS
ASSOCIATED WITH SUCH DISTRIBUTION, (II) THE PLATFORM IS PROVIDED "AS IS" AND "AS
AVAILABLE" AND (III) NEITHER THE AGENT NOR ANY OF ITS AFFILIATES WARRANTS THE
ACCURACY, ADEQUACY OR COMPLETENESS OF THE COMMUNICATIONS OR THE PLATFORM AND
EACH EXPRESSLY DISCLAIMS LIABILITY FOR ERRORS OR OMISSIONS IN THE COMMUNICATIONS
OR THE PLATFORM.
NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY,
INCLUDING, WITHOUT LIMITATION, 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 OR ANY OF ITS AFFILIATES IN
CONNECTION WITH THE PLATFORM.
88
(B)
EACH LENDER AGREES THAT NOTICE TO IT (AS PROVIDED IN THE NEXT SENTENCE) (A
"NOTICE") SPECIFYING THAT ANY COMMUNICATIONS HAVE BEEN POSTED TO THE PLATFORM
SHALL CONSTITUTE EFFECTIVE DELIVERY OF SUCH INFORMATION, DOCUMENTS OR OTHER
MATERIALS TO SUCH LENDER FOR PURPOSES OF THIS AGREEMENT; PROVIDED THAT IF
REQUESTED BY ANY LENDER THE AGENT SHALL DELIVER A COPY OF THE COMMUNICATIONS TO
SUCH LENDER BY EMAIL OR TELECOPIER.
EACH LENDER AGREES (I) TO NOTIFY