TO POST TO AN E-SYSTEM PURSUANT TO CLAUSE
(A)(II) OR (A)(III) ABOVE), UPON SENDER'S RECEIPT OF CONFIRMATION OF PROPER
TRANSMISSION, AND (V) IF DELIVERED BY POSTING TO ANY E-SYSTEM, ON THE LATER OF
THE DATE OF SUCH POSTING IN AN APPROPRIATE LOCATION AND THE DATE ACCESS TO SUCH
POSTING IS GIVEN TO THE RECIPIENT THEREOF IN ACCORDANCE WITH THE STANDARD
PROCEDURES APPLICABLE TO SUCH E-SYSTEM; PROVIDED, HOWEVER, THAT NO
COMMUNICATIONS TO THE ADMINISTRATIVE AGENT PURSUANT TO ARTICLE 2 OR ARTICLE 10
SHALL BE EFFECTIVE UNTIL RECEIVED BY THE ADMINISTRATIVE AGENT.
SECTION 11.12
ELECTRONIC TRANSMISSIONS.
(A)
AUTHORIZATION.
SUBJECT TO THE
PROVISIONS OF SECTION 11.11(A), EACH OF THE ADMINISTRATIVE AGENT, THE BORROWER,
THE LENDERS, THE L/C ISSUERS AND EACH OF THEIR RELATED PERSONS IS AUTHORIZED
(BUT NOT REQUIRED) TO TRANSMIT, POST OR OTHERWISE MAKE OR COMMUNICATE, IN ITS
SOLE DISCRETION, ELECTRONIC TRANSMISSIONS IN CONNECTION WITH ANY LOAN DOCUMENT
AND THE TRANSACTIONS CONTEMPLATED THEREIN.
EACH OF HOLDINGS, THE BORROWER AND
EACH SECURED PARTY HEREBY ACKNOWLEDGES AND AGREES, AND EACH OF HOLDINGS AND THE
BORROWER SHALL CAUSE EACH OTHER GROUP MEMBER TO ACKNOWLEDGE AND AGREE, THAT THE
USE OF ELECTRONIC TRANSMISSIONS IS NOT NECESSARILY SECURE AND THAT THERE ARE
RISKS ASSOCIATED WITH SUCH USE, INCLUDING RISKS OF INTERCEPTION, DISCLOSURE AND
ABUSE AND EACH INDICATES IT ASSUMES AND ACCEPTS SUCH RISKS BY HEREBY AUTHORIZING
THE TRANSMISSION OF ELECTRONIC TRANSMISSIONS.
(B)
SIGNATURES.
SUBJECT TO THE PROVISIONS OF SECTION 11.11(A),
(I)(A) NO POSTING TO ANY E-SYSTEM SHALL BE DENIED LEGAL EFFECT MERELY BECAUSE IT
IS MADE ELECTRONICALLY,
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(B) EACH E‐SIGNATURE ON ANY SUCH POSTING SHALL BE DEEMED SUFFICIENT TO SATISFY
ANY REQUIREMENT FOR A "SIGNATURE" AND (C) EACH SUCH POSTING SHALL BE DEEMED
SUFFICIENT TO SATISFY ANY REQUIREMENT FOR A "WRITING", IN EACH CASE INCLUDING
PURSUANT TO ANY LOAN DOCUMENT, ANY APPLICABLE PROVISION OF ANY UCC, THE FEDERAL
UNIFORM ELECTRONIC TRANSACTIONS ACT, THE ELECTRONIC SIGNATURES IN GLOBAL AND
NATIONAL COMMERCE ACT AND ANY SUBSTANTIVE OR PROCEDURAL REQUIREMENT OF LAW
GOVERNING SUCH SUBJECT MATTER, (II) EACH SUCH POSTING THAT IS NOT READILY
CAPABLE OF BEARING EITHER A SIGNATURE OR A REPRODUCTION OF A SIGNATURE MAY BE
SIGNED, AND SHALL BE DEEMED SIGNED, BY ATTACHING TO, OR LOGICALLY ASSOCIATING
WITH SUCH POSTING, AN E-SIGNATURE, UPON WHICH EACH SECURED PARTY AND LOAN PARTY
MAY RELY AND ASSUME THE AUTHENTICITY THEREOF, (III) EACH SUCH POSTING CONTAINING
A SIGNATURE, A REPRODUCTION OF A SIGNATURE OR AN E-SIGNATURE SHALL, FOR ALL
INTENTS AND PURPOSES, HAVE THE SAME EFFECT AND WEIGHT AS A SIGNED PAPER ORIGINAL
AND (IV) EACH PARTY HERETO OR BENEFICIARY HERETO AGREES NOT TO CONTEST THE
VALIDITY OR ENFORCEABILITY OF ANY POSTING ON ANY E-SYSTEM OR E-SIGNATURE ON ANY
SUCH POSTING UNDER THE PROVISIONS OF ANY APPLICABLE REQUIREMENT OF LAW REQUIRING
CERTAIN DOCUMENTS TO BE IN WRITING OR SIGNED; PROVIDED, HOWEVER, THAT NOTHING
HEREIN SHALL LIMIT SUCH PARTY'S OR BENEFICIARY'S RIGHT TO CONTEST WHETHER ANY
POSTING TO ANY E-SYSTEM OR E-SIGNATURE HAS BEEN ALTERED AFTER TRANSMISSION.
(C)
SEPARATE AGREEMENTS.
ALL USES OF AN E-SYSTEM SHALL BE
GOVERNED BY AND