BASIS PRIOR TO ITS DISCLOSURE TO
SUCH LENDER BY THE BORROWER OR ITS AFFILIATES OR THE AGENT; (IV) AS PROVIDED IN
SECTION 9.04(G); OR (V) TO THE EXTENT THE BORROWER SHALL HAVE CONSENTED TO SUCH
DISCLOSURE IN WRITING.
AS USED IN THIS SECTION, "INFORMATION" SHALL MEAN THE
CONFIDENTIAL MEMORANDUM AND ANY OTHER CONFIDENTIAL MATERIALS, DOCUMENTS AND
INFORMATION RELATING TO THE BORROWER THAT THE BORROWER OR ANY OF ITS AFFILIATES
MAY HAVE FURNISHED OR MADE AVAILABLE OR MAY HEREAFTER FURNISH OR MAKE AVAILABLE
TO THE AGENT OR ANY LENDER IN CONNECTION WITH THIS AGREEMENT.
(B)
EACH LENDER ACKNOWLEDGES THAT INFORMATION FURNISHED TO IT PURSUANT TO THIS
AGREEMENT MAY INCLUDE MATERIAL NON-PUBLIC INFORMATION CONCERNING THE BORROWER
AND ITS AFFILIATES OR THE BORROWER'S SECURITIES, AND CONFIRMS THAT IT HAS
DEVELOPED COMPLIANCE PROCEDURES REGARDING THE USE OF MATERIAL NON-PUBLIC
INFORMATION AND THAT IT WILL HANDLE SUCH MATERIAL NON-PUBLIC INFORMATION IN
ACCORDANCE WITH THOSE PROCEDURES AND APPLICABLE LAW, INCLUDING FEDERAL AND STATE
SECURITIES LAWS.
(C)
ALL INFORMATION, INCLUDING REQUESTS FOR WAIVERS AND AMENDMENTS, FURNISHED
BY ANY BORROWER OR THE AGENT PURSUANT TO, OR IN THE COURSE OF ADMINISTERING,
THIS AGREEMENT WILL BE SYNDICATE-LEVEL INFORMATION, WHICH MAY CONTAIN MATERIAL
NON-PUBLIC INFORMATION ABOUT THE BORROWER AND ITS AFFILIATES OR THE BORROWER'S
SECURITIES.
ACCORDINGLY, EACH LENDER REPRESENTS TO THE BORROWER AND THE AGENT
THAT IT HAS IDENTIFIED IN ITS ADMINISTRATIVE QUESTIONNAIRE A CREDIT CONTACT WHO
MAY RECEIVE INFORMATION THAT MAY CONTAIN MATERIAL NON-PUBLIC INFORMATION IN
ACCORDANCE WITH ITS COMPLIANCE PROCEDURES AND APPLICABLE LAW, INCLUDING FEDERAL
AND STATE SECURITIES LAWS.
(D)
EACH TRANSFEREE SHALL BE DEEMED, BY ACCEPTING ANY ASSIGNMENT OR
PARTICIPATION HEREUNDER, TO HAVE AGREED TO BE BOUND BY THIS SECTION.
SECTION 9.17.
ELECTRONIC COMMUNICATIONS.
(A)
THE BORROWER HEREBY AGREES THAT,
UNLESS OTHERWISE REQUESTED BY THE AGENT, IT WILL PROVIDE TO THE AGENT ALL
INFORMATION, DOCUMENTS AND OTHER MATERIALS THAT IT IS OBLIGATED TO FURNISH TO
THE AGENT PURSUANT TO SECTION 5.04(A), (B), (E) AND (F) THE "COMMUNICATIONS") BY
TRANSMITTING THE COMMUNICATIONS IN AN ELECTRONIC/SOFT MEDIUM (PROVIDED SUCH
COMMUNICATIONS CONTAIN ANY REQUIRED SIGNATURES) IN A FORMAT REASONABLY
ACCEPTABLE TO THE AGENT TO OPLOANSWEBADMIN@CITIGROUP.COM (OR SUCH OTHER E-MAIL
ADDRESS AS SHALL BE DESIGNATED BY THE AGENT FROM TIME TO TIME); PROVIDED, THAT
ANY DELAY OR FAILURE TO COMPLY WITH THE REQUIREMENTS OF THIS SECTION 9.17(A)
SHALL NOT CONSTITUTE A DEFAULT OR AN EVENT OF DEFAULT HEREUNDER.
(B)
EACH PARTY HERETO AGREES THAT THE AGENT MAY MAKE THE COMMUNICATIONS
AVAILABLE TO THE LENDERS BY POSTING THE COMMUNICATIONS ON INTRALINKS OR ANOTHER
RELEVANT WEBSITE, IF ANY, TO WHICH EACH LENDER AND THE AGENT HAVE ACCESS
(WHETHER A COMMERCIAL, THIRD-PARTY WEBSITE OR WHETHER SPONSORED BY THE AGENT)
(THE
67
"PLATFORM").
NOTHING IN THIS SECTION SHALL PREJUDICE THE RIGHT OF THE AGENT TO
MAKE THE COMMUNICATIONS AVAILABLE TO THE LENDERS IN ANY OTHER MANNER SPECIFIED
IN THE LOAN DOCUMENTS.
(C)
EACH LENDER AGREES THAT E-MAIL NOTICE TO IT (AT THE ADDRESS PROVIDED
PURSUANT TO THE NEXT SENTENCE AND DEEMED DELIVERED AS PROVIDED IN THE NEXT
PARAGRAPH) SPECIFYING THAT COMMUNICATIONS HAVE BEEN POSTED