shall pay to the Agent and the Collateral Agent for their own
account fees in the amounts and at the times previously agreed upon between the
Borrower, the Agent and the Collateral Agent.
Section 7.10
[Intentionally Omitted].
Section 7.11
Delivery of Information.
(A)
THE BORROWER 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 THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, ALL
NOTICES, REQUESTS, FINANCIAL
AES Fourth Amended and Restated Credit Agreement
98
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 PURSUANT TO SECTIONS 3.01 OR 3.02 TO SATISFY ANY CONDITION PRECEDENT
TO THE EFFECTIVENESS OF THIS AGREEMENT AND/OR ANY BORROWING OR OTHER EXTENSION
OF CREDIT 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 AGENT TO
OPLOANSWEBADMIN@CITIGROUP.COM.
IN ADDITION, THE BORROWER AGREES TO CONTINUE TO
PROVIDE THE COMMUNICATIONS TO THE AGENT IN THE MANNER SPECIFIED IN THIS
AGREEMENT BUT ONLY TO THE EXTENT REQUESTED BY THE AGENT.
(B)
THE BORROWER FURTHER AGREES THAT THE AGENT MAY MAKE THE COMMUNICATIONS
AVAILABLE TO THE OTHER BANK PARTIES BY POSTING THE COMMUNICATIONS ON INTRALINKS
OR A SUBSTANTIALLY SIMILAR ELECTRONIC TRANSMISSION SYSTEMS.
(THE "PLATFORM").
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 DEFECTS, IS MADE BY THE AGENT
PARTIES IN CONNECTION WITH THE COMMUNICATIONS OR THE PLATFORM.
IN NO EVENT
SHALL THE 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 BORROWER, ANY BANK PARTY OR ANY OTHER PERSON
OR ENTITY FOR DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, DIRECT OR
INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSSES OR EXPENSES
(WHETHER IN TORT, CONTRACT OR OTHERWISE) ARISING OUT OF THE BORROWER'S OR THE
AGENT'S TRANSMISSION OF COMMUNICATIONS THROUGH THE INTERNET, EXCEPT TO THE
EXTENT THE LIABILITY OF ANY AGENT PARTY IS FOUND IN A FINAL NON-APPEALABLE
JUDGMENT BY A COURT OF COMPETENT JURISDICTION TO HAVE RESULTED PRIMARILY FROM
SUCH AGENT PARTY'S GROSS NEGLIGENCE OR WILLFUL