CREDIT
PARTIES AND ANY OTHER PERSON PARTY HERETO SHALL BE IN WRITING (INCLUDING
FACSIMILE OR ELECTRONIC MAIL) AND MAILED, SENT BY OVERNIGHT COURIER, TELECOPIED,
E-MAILED, OR DELIVERED TO, IN THE CASE OF EACH SIGNATORY TO THIS AGREEMENT, AT
ITS ADDRESS SET FORTH ON THE SIGNATURE PAGES HERETO, OR, AS TO EACH PARTY, AT
SUCH OTHER ADDRESS OR TO SUCH OTHER PERSON AS SHALL BE DESIGNATED BY SUCH PARTY
IN A WRITTEN NOTICE TO ALL OTHER PARTIES.
ANY NOTICE, REQUEST OR DEMAND TO OR
UPON THE BORROWER OR ANY OTHER PERSON PARTY HERETO SHALL NOT BE EFFECTIVE UNTIL
RECEIVED.
81
B.
INTRALINKS.
(I)
THE CREDIT PARTIES HEREBY AGREE THAT THEY WILL PROVIDE TO THE
ADMINISTRATIVE AGENT ALL INFORMATION, DOCUMENTS AND OTHER MATERIALS THAT THEY
ARE OBLIGATED TO FURNISH TO THE ADMINISTRATIVE AGENT PURSUANT TO THE LOAN
DOCUMENTS, INCLUDING 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 CREDIT EXTENSION (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 POTENTIAL DEFAULT OR EVENT OF
DEFAULT OR (IV) IS REQUIRED TO BE DELIVERED TO SATISFY ANY CONDITION PRECEDENT
TO THE EFFECTIVENESS OF THIS AGREEMENT AND/OR ANY BORROWING OR OTHER CREDIT
EXTENSION HEREUNDER (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 CREDIT PARTIES AGREE 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.
(II)
THE CREDIT PARTIES FURTHER AGREE THAT THE ADMINISTRATIVE AGENT
MAY MAKE THE COMMUNICATIONS AVAILABLE TO THE LENDERS BY POSTING THE
COMMUNICATIONS ON INTRALINKS OR A SUBSTANTIALLY SIMILAR ELECTRONIC TRANSMISSION
SYSTEM (THE "PLATFORM").
(III)
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 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 PARTIES IN
CONNECTION WITH THE COMMUNICATIONS OR THE PLATFORM.
IN NO EVENT SHALL THE
ADMINISTRATIVE AGENT OR ANY OF ITS AFFILIATES OR ANY OF THEIR RESPECTIVE
OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, ADVISORS OR REPRESENTATIVES
(COLLECTIVELY, "AGENT PARTIES") HAVE ANY LIABILITY TO THE CREDIT PARTIES, ANY
LENDER OR ANY OTHER PERSON OR ENTITY FOR DAMAGES OF ANY KIND, INCLUDING DIRECT
OR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSSES OR EXPENSES
(WHETHER IN TORT, CONTRACT OR OTHERWISE) ARISING OUT OF