EVENTS SET FORTH IN SECTION 9.15(A).
SECTION 9.16.
ELECTRONIC COMMUNICATIONS.
(A)
NOTWITHSTANDING ANYTHING IN ANY
SENIOR LOAN DOCUMENT TO THE CONTRARY, THE BORROWER HEREBY AGREES THAT IT WILL
USE ITS REASONABLE BEST EFFORTS TO PROVIDE TO THE ADMINISTRATIVE AGENT ALL
INFORMATION, DOCUMENTS AND OTHER MATERIALS THAT IT IS OBLIGATED TO FURNISH TO
THE ADMINISTRATIVE AGENT PURSUANT TO THE SENIOR LOAN DOCUMENTS, INCLUDING,
WITHOUT LIMITATION, 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 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 ANY SENIOR LOAN DOCUMENT
PRIOR TO THE SCHEDULED DATE THEREFOR, (III) PROVIDES NOTICE OF ANY DEFAULT OR
EVENT OF DEFAULT UNDER ANY SENIOR LOAN DOCUMENT OR (IV) IS REQUIRED TO BE
DELIVERED TO SATISFY ANY CONDITION SET FORTH IN SECTION 4.01 AND/OR 4.02 (ALL
SUCH NON-EXCLUDED COMMUNICATIONS BEING REFERRED TO HEREIN COLLECTIVELY AS THE
"COMMUNICATIONS"), BY TRANSMITTING THE COMMUNICATIONS IN AN ELECTRONIC/SOFT
MEDIUM IN A FORMAT ACCEPTABLE TO THE ADMINISTRATIVE AGENT TO
OPLOANSWEBADMIN@CITIGROUP.COM, WITH A COPY TO JEFFREY.NITZ@CITIGROUP.COM.
IN
ADDITION, THE BORROWER AGREES TO CONTINUE TO PROVIDE THE COMMUNICATIONS TO THE
ADMINISTRATIVE AGENT IN THE MANNER SPECIFIED IN THE SENIOR LOAN DOCUMENTS, BUT
ONLY TO THE EXTENT REQUESTED BY THE ADMINISTRATIVE AGENT.
(B)
THE BORROWER FURTHER AGREES THAT THE ADMINISTRATIVE AGENT MAY MAKE THE
COMMUNICATIONS AVAILABLE TO THE LENDERS BY POSTING THE COMMUNICATIONS ON
INTRALINKS, FIXED INCOME DIRECT OR A SUBSTANTIALLY SIMILAR ELECTRONIC
TRANSMISSION SYSTEM (EACH SUCH SYSTEM, A "PLATFORM").
THE BORROWER ACKNOWLEDGES
THAT THE DISTRIBUTION OF MATERIAL THROUGH AN ELECTRONIC MEDIUM IS NOT
NECESSARILY SECURE AND THAT THERE ARE CONFIDENTIALITY AND OTHER RISKS ASSOCIATED
WITH SUCH DISTRIBUTION.
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(C)
EACH 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 ANY 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 ANY PLATFORM.
IN NO EVENT
SHALL THE ADMINISTRATIVE AGENT OR ANY OF ITS AFFILIATES OR ANY OF THEIR
OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, ADVISORS OR REPRESENTATIVES
(COLLECTIVELY, THE "AGENT PARTIES") HAVE ANY LIABILITY TO THE BORROWER, ANY
OTHER LOAN PARTY, ANY LENDER 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 ADMINISTRATIVE AGENT'S
TRANSMISSION OF COMMUNICATIONS THROUGH THE INTERNET, EXCEPT TO THE EXTENT THE
LIABILITY OF ANY AGENT PARTY IS FOUND IN A FINAL