ADDRESS OR FACSIMILE NUMBER SET FORTH ABOVE OR ON SCHEDULE 2.1(A) HERETO.
EXCEPT AS PROVIDED IN SUBSECTION (B) BELOW, ALL NOTICES WILL BE DEEMED TO HAVE
BEEN DULY GIVEN AND RECEIVED ON THE DATE OF DELIVERY IF DELIVERED PERSONALLY,
THREE (3) DAYS AFTER DELIVERY TO THE COURIER IF TRANSMITTED BY COURIER, OR THE
DATE OF TRANSMISSION DURING NORMAL BUSINESS HOURS WITH CONFIRMATION IF
TRANSMITTED BY FACSIMILE, WHICHEVER OCCURS FIRST, EXCEPT THAT NOTICES AND
COMMUNICATIONS TO THE AGENT OR THE COLLATERAL AGENT PURSUANT TO ARTICLE II, III
OR VII SHALL NOT BE EFFECTIVE UNTIL RECEIVED BY THE AGENT.
ANY PARTY MAY CHANGE
ITS ADDRESS OR FACSIMILE NUMBER FOR PURPOSES HEREOF BY NOTICE TO ALL OTHER
PARTIES.
DELIVERY BY TELECOPIER OF AN EXECUTED COUNTERPART OF A SIGNATURE
PAGE TO ANY AMENDMENT OR WAIVER OF ANY PROVISION OF THIS AGREEMENT OR THE NOTES
SHALL BE EFFECTIVE AS DELIVERY OF AN ORIGINAL EXECUTED COUNTERPART THEREOF.
(B)
THE COMPANY HEREBY AGREES THAT IT WILL PROVIDE TO THE AGENT ALL
INFORMATION, DOCUMENTS AND OTHER MATERIALS THAT IT IS OBLIGATED TO FURNISH TO
THE AGENT PURSUANT TO THE LOAN DOCUMENTS, INCLUDING, WITHOUT LIMITATION, ALL
NOTICES, REQUESTS, FINANCIAL STATEMENTS, FINANCIAL AND OTHER REPORTS,
CERTIFICATES AND OTHER INFORMATION MATERIALS, BUT EXCLUDING ANY SUCH
COMMUNICATION THAT (I) RELATES TO A REQUEST FOR A NEW, OR A CONVERSION OF AN
EXISTING, BORROWING (INCLUDING ANY ELECTION OF AN INTEREST RATE OR LIBOR
INTEREST PERIOD RELATING THERETO), (II) RELATES TO THE PAYMENT OF ANY PRINCIPAL
OR OTHER AMOUNT DUE UNDER THIS AGREEMENT PRIOR TO THE SCHEDULED DATE THEREFOR,
(III) PROVIDES NOTICE OF ANY DEFAULT OR EVENT OF DEFAULT UNDER THIS AGREEMENT OR
(IV) COMPRISES ORIGINAL EXECUTED COUNTERPARTS, ORIGINAL GOVERNMENTAL
CERTIFICATES , IN EACH CASE, REQUIRED TO BE DELIVERED TO SATISFY ANY CONDITION
PRECEDENT TO THE EFFECTIVENESS OF THIS AGREEMENT AND/OR ANY BORROWING THEREUNDER
(ALL SUCH NON-EXCLUDED COMMUNICATIONS BEING REFERRED TO HEREIN COLLECTIVELY AS
"COMMUNICATIONS"), BY TRANSMITTING THE COMMUNICATIONS IN AN ELECTRONIC/SOFT
MEDIUM IN A FORMAT REASONABLY ACCEPTABLE TO THE AGENT TO AN ELECTRONIC MAIL
ADDRESS SPECIFIED BY THE AGENT TO THE COMPANY.
IN ADDITION, THE COMPANY AGREES
TO CONTINUE TO PROVIDE THE
57
COMMUNICATIONS TO THE AGENT IN THE MANNER SPECIFIED IN THE LOAN DOCUMENTS BUT
ONLY TO THE EXTENT REQUESTED BY THE AGENT.
THE COMPANY FURTHER AGREES THAT THE
AGENT MAY MAKE THE COMMUNICATIONS AVAILABLE TO THE LENDERS BY POSTING THE
COMMUNICATIONS ON INTRALINKS OR A SUBSTANTIALLY SIMILAR ELECTRONIC TRANSMISSION
SYSTEM (THE "PLATFORM"); PROVIDED THAT, UNLESS OTHERWISE INDICATED BY THE
COMPANY, ALL SUCH INFORMATION SO MADE AVAILABLE TO THE LENDER PARTIES SHALL BE
TREATED BY THE AGENT AS CONFIDENTIAL INFORMATION.
(C)
THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE".
THE AGENT
PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE
COMMUNICATIONS, OR THE ADEQUACY OF THE PLATFORM AND EXPRESSLY DISCLAIM LIABILITY
FOR ERRORS OR OMISSIONS IN THE COMMUNICATIONS.
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