telegraph company, transmitted by telecopier or
confirmed by e-mail, respectively, except that notices and communications to the
Administrative Agent pursuant to Sections 2.02, 2.03, 2.05, 2.06(a) and 2.09(a)
and with respect to selected Interest Periods in respect of Eurodollar Rate
Advances shall not be effective until received by the Administrative Agent.
Delivery by telecopier of an executed counterpart of any amendment or waiver of
any 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)
SO LONG AS CITICORP IS THE ADMINISTRATIVE AGENT, MATERIALS
REQUIRED TO BE DELIVERED PURSUANT TO SECTIONS 5.03(B), (C) AND (I) SHALL BE
DELIVERED TO THE ADMINISTRATIVE AGENT IN AN ELECTRONIC MEDIUM IN A FORMAT
ACCEPTABLE TO THE ADMINISTRATIVE AGENT AND THE LENDERS BY E-MAIL AT
OPLOANSWEBADMIN@CITIGROUP.COM.
EACH BORROWER AGREES THAT THE ADMINISTRATIVE
AGENT MAY MAKE SUCH MATERIALS, AS WELL AS ANY OTHER WRITTEN INFORMATION,
DOCUMENTS, INSTRUMENTS AND OTHER MATERIAL RELATING TO SUCH BORROWER, ANY OF ITS
SUBSIDIARIES OR ANY OTHER MATERIALS OR MATTERS RELATING TO THIS AGREEMENT, THE
NOTES OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY (COLLECTIVELY, THE
"COMMUNICATIONS") AVAILABLE TO THE LENDERS BY POSTING SUCH NOTICES ON
"E-DISCLOSURE" (THE "PLATFORM"), THE ADMINISTRATIVE AGENT'S INTERNET DELIVERY
SYSTEM THAT IS PART OF FIXED INCOME DIRECT, GLOBAL FIXED INCOME'S PRIMARY WEB
PORTAL.
ALTHOUGH THE PRIMARY WEB PORTAL IS SECURED WITH A DUAL FIREWALL AND A
USER ID/PASSWORD AUTHORIZATION SYSTEM AND THE PLATFORM IS SECURED THROUGH A
SINGLE USER PER DEAL AUTHORIZATION METHOD WHEREBY EACH USER MAY ACCESS THE
PLATFORM ONLY ON A DEAL-BY-DEAL BASIS, EACH BORROWER 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 PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE" AND (III)
NEITHER THE ADMINISTRATIVE AGENT NOR ANY OF ITS AFFILIATES WARRANTS THE
ACCURACY, ADEQUACY OR COMPLETENESS OF THE COMMUNICATIONS OR THE PLATFORM AND
EACH EXPRESSLY DISCLAIMS LIABILITY FOR ERRORS OR OMISSIONS IN THE COMMUNICATIONS
OR THE PLATFORM.
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 ADMINISTRATIVE AGENT OR ANY OF ITS
AFFILIATES IN CONNECTION WITH THE PLATFORM.
(C)
EACH LENDER AGREES THAT NOTICE TO IT (AS PROVIDED IN THE NEXT
SENTENCE) (A "NOTICE") SPECIFYING THAT ANY COMMUNICATIONS HAVE BEEN POSTED TO
THE PLATFORM SHALL CONSTITUTE EFFECTIVE DELIVERY OF SUCH INFORMATION, DOCUMENTS
OR OTHER MATERIALS TO SUCH LENDER FOR PURPOSES OF THIS AGREEMENT; PROVIDED THAT,
IF REQUESTED BY ANY LENDER, THE ADMINISTRATIVE AGENT SHALL DELIVER A COPY OF THE
COMMUNICATIONS TO SUCH LENDER BY E-MAIL OR TELECOPIER.
EACH LENDER AGREES (I)
TO NOTIFY THE ADMINISTRATIVE AGENT IN WRITING OF SUCH LENDER'S E-MAIL ADDRESS TO
WHICH A NOTICE MAY BE SENT BY
100
ELECTRONIC TRANSMISSION (INCLUDING BY ELECTRONIC COMMUNICATION) ON OR BEFORE THE
DATE