TO THE PLATFORM SHALL
CONSTITUTE EFFECTIVE DELIVERY OF SUCH COMMUNICATIONS TO SUCH LENDER FOR PURPOSES
OF THE LOAN DOCUMENTS.
EACH LENDER AGREES (I) TO NOTIFY THE AGENT IN WRITING
(INCLUDING BY ELECTRONIC COMMUNICATION) FROM TIME TO TIME TO ENSURE THAT THE
AGENT HAS ON RECORD AN EFFECTIVE E-MAIL ADDRESS FOR SUCH LENDER TO WHICH THE
FOREGOING NOTICE MAY BE SENT BY ELECTRONIC TRANSMISSION AND (II) THAT THE
FOREGOING NOTICE MAY BE SENT TO SUCH E-MAIL ADDRESS.
(D)
EACH PARTY HERETO AGREES THAT ANY ELECTRONIC COMMUNICATION REFERRED TO IN
THIS SECTION SHALL BE DEEMED DELIVERED UPON THE POSTING OF A RECORD OF SUCH
COMMUNICATION (PROPERLY ADDRESSED TO SUCH PARTY AT THE E-MAIL ADDRESS PROVIDED
TO THE AGENT) AS "SENT" IN THE E-MAIL SYSTEM OF THE SENDING PARTY OR, IN THE
CASE OF ANY SUCH COMMUNICATION TO THE AGENT OR ANY LENDER, UPON THE POSTING OF A
RECORD OF SUCH COMMUNICATION AS "RECEIVED" IN THE E-MAIL SYSTEM OF THE AGENT OR
ANY LENDER; PROVIDED THAT IF SUCH COMMUNICATION IS NOT SO RECEIVED BY THE AGENT
OR A LENDER DURING THE NORMAL BUSINESS HOURS OF THE AGENT OR APPLICABLE LENDER,
SUCH COMMUNICATION SHALL BE DEEMED DELIVERED AT THE OPENING OF BUSINESS ON THE
NEXT BUSINESS DAY FOR THE AGENT OR APPLICABLE LENDER.
(E)
EACH PARTY HERETO 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
COMMUNICATIONS AND THE PLATFORM ARE PROVIDED "AS IS" AND "AS AVAILABLE," (III)
NONE OF THE AGENT, ITS AFFILIATES OR ANY OF THEIR RESPECTIVE OFFICERS,
DIRECTORS, EMPLOYEES, AGENTS, ADVISORS OR REPRESENTATIVES (COLLECTIVELY, THE
"CITIGROUP PARTIES") WARRANTS THE ADEQUACY OF THE PLATFORM OR THE ACCURACY OR
COMPLETENESS OF THE COMMUNICATIONS OR THE PLATFORM, AND EACH CITIGROUP PARTY
EXPRESSLY DISCLAIMS LIABILITY FOR ERRORS OR OMISSIONS IN ANY COMMUNICATIONS OR
THE PLATFORM, AND (IV) 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 ANY CITIGROUP PARTY IN CONNECTION WITH
ANY COMMUNICATIONS OR THE PLATFORM.
SECTION 9.18.
PATRIOT ACT.
EACH LENDER THAT IS SUBJECT TO SECTION 326 OF THE
USA PATRIOT ACT (TITLE III OF PUB. L. 107-56 (SIGNED INTO LAW OCTOBER 26, 2001))
(THE "PATRIOT ACT") HEREBY NOTIFIES THE BORROWER THAT PURSUANT TO THE
REQUIREMENTS OF THE PATRIOT ACT IT IS REQUIRED TO OBTAIN, VERIFY AND RECORD
INFORMATION THAT IDENTIFIES THE BORROWER, WHICH INFORMATION INCLUDES THE NAME
AND ADDRESS OF THE BORROWER AND OTHER INFORMATION THAT WILL ALLOW SUCH LENDER TO
IDENTIFY THE BORROWER IN ACCORDANCE WITH THE PATRIOT ACT.
68
SECTION 9.19.
No Fiduciary Relationship.
The Borrower, on behalf of itself and
its Subsidiaries, agrees that in connection with all aspects of the Transactions
and any communications in connection therewith, the Borrower, its Subsidiaries
and their Affiliates, on the one hand, and the Agent, the Lenders and their
Affiliates, on the other