OR THE COLLATERAL AGENT, A
COPY TO 388 GREENWICH STREET, NEW YORK, NEW YORK, 10013, FAX NUMBER
646-291-3357, ATTENTION: MICHAEL SCHADT, ATTENTION: PAUL DECARLO); OR, AS TO THE
BORROWER, ANY GUARANTOR OR THE ADMINISTRATIVE AGENT OR THE COLLATERAL AGENT, AT
SUCH OTHER ADDRESS AS SHALL BE DESIGNATED BY SUCH PARTY IN A WRITTEN NOTICE TO
THE OTHER PARTIES.
ALL SUCH NOTICES AND COMMUNICATIONS SHALL, WHEN MAILED,
TELEGRAPHED OR TELECOPIED, BE EFFECTIVE THREE BUSINESS DAYS AFTER BEING
DEPOSITED IN THE U.S. MAILS, FIRST CLASS POSTAGE PREPAID, DELIVERED TO THE
TELEGRAPH COMPANY OR CONFIRMED AS RECEIVED WHEN SENT BY TELECOPIER,
RESPECTIVELY, EXCEPT THAT NOTICES AND COMMUNICATIONS TO THE ADMINISTRATIVE AGENT
PURSUANT TO ARTICLE II, III OR VII SHALL NOT BE EFFECTIVE UNTIL RECEIVED BY THE
ADMINISTRATIVE AGENT.
DELIVERY BY TELECOPIER OR IN .PDF OR SIMILAR FORMAT BY
ELECTRONIC MAIL OF AN EXECUTED COUNTERPART OF ANY AMENDMENT OR WAIVER OF ANY
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PROVISION OF THIS AGREEMENT OR THE NOTES OR OF ANY EXHIBIT HERETO TO BE EXECUTED
AND DELIVERED HEREUNDER SHALL BE EFFECTIVE AS DELIVERY OF A MANUALLY EXECUTED
COUNTERPART THEREOF.
(B)
THE BORROWER HEREBY AGREES THAT IT WILL 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,
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 OR OTHER EXTENSION OF CREDIT (INCLUDING ANY
ELECTION OF AN INTEREST RATE OR 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) IS REQUIRED TO BE DELIVERED TO SATISFY ANY
CONDITION PRECEDENT TO THE EFFECTIVENESS OF THIS AGREEMENT AND/OR THE BORROWING
OR OTHER EXTENSION OF CREDIT 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 ACCEPTABLE TO THE
ADMINISTRATIVE AGENT TO OPLOANSWEBADMIN@CITIGROUP.COM.
IN ADDITION, THE
BORROWER AGREES TO CONTINUE TO PROVIDE THE COMMUNICATIONS TO THE ADMINISTRATIVE
AGENT IN THE MANNER SPECIFIED IN THE LOAN DOCUMENTS BUT ONLY TO THE EXTENT
REQUESTED BY THE ADMINISTRATIVE AGENT.
THE BORROWER FURTHER AGREES THAT THE
ADMINISTRATIVE AGENT MAY MAKE THE COMMUNICATIONS AVAILABLE TO THE LENDERS BY
POSTING THE COMMUNICATIONS ON AN INFORMATIONAL WEBSITE OR A SUBSTANTIALLY
SIMILAR ELECTRONIC TRANSMISSION SYSTEM (THE "PLATFORM").
(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 FROM VIRUSES OR OTHER CODE