SUCH RESIGNATION, EACH
REFERENCE IN THIS AGREEMENT TO THE SYNDICATION AGENT SHALL BE DEEMED TO BE A
REFERENCE TO THE ADMINISTRATIVE AGENT.
9.8
GUARANTY.
(A)
AGENTS UNDER GUARANTY.
(i)
Each Lender hereby further authorizes the
Administrative Agent on behalf of and for the benefit of the Lenders and each
Agent, to be the agent for and representative of Lenders with respect to the
Guaranty.
(ii)
Each Lender agrees that any action taken by the
Administrative Agent or the Requisite Lenders (or, where required by the express
terms of this Agreement, a greater proportion of the Lenders) in accordance with
the provisions of this Agreement or of the other Credit Documents, and the
exercise by the Administrative Agent or the Requisite Lenders (or, where so
required, such greater proportion) of the powers set forth herein or therein,
together with such other powers as are reasonably incidental thereto, shall be
authorized and binding upon all of the Lenders.
Without limiting the generality
of the foregoing, the Administrative Agent shall have the sole and exclusive
right and authority to act as the disbursing and collecting agent for the
Lenders with respect to all payments and collections arising in connection with
the Term Loan Facility.
(iii)
[Reserved].
(B)
CERTAIN RELEASES.
EACH OF THE LENDERS
HEREBY DIRECTS, IN ACCORDANCE WITH THE TERMS HEREOF, THE ADMINISTRATIVE AGENT,
AT ITS OPTION AND IN ITS DISCRETION, TO RELEASE ANY GUARANTOR FROM ITS
OBLIGATIONS UNDER THE GUARANTY IF SUCH PERSON CEASES TO BE A SUBSIDIARY AS A
RESULT OF A TRANSACTION PERMITTED HEREUNDER.
(C)
RIGHT TO ENFORCE GUARANTY.
ANYTHING
CONTAINED IN ANY OF THE CREDIT DOCUMENTS TO THE CONTRARY NOTWITHSTANDING, THE
BORROWER, ADMINISTRATIVE AGENT AND EACH LENDER HEREBY AGREE THAT NO LENDER SHALL
HAVE ANY RIGHT INDIVIDUALLY TO ENFORCE THE GUARANTY, IT BEING UNDERSTOOD AND
AGREED THAT ALL
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POWERS, RIGHTS AND REMEDIES HEREUNDER MAY BE EXERCISED SOLELY BY ADMINISTRATIVE
AGENT, ON BEHALF OF LENDERS IN ACCORDANCE WITH THE TERMS HEREOF.
(D)
[RESERVED].
9.9
APPROVED ELECTRONIC COMMUNICATIONS.
(A)
EACH OF THE LENDERS,
THE BORROWER AND EACH
GUARANTOR AGREES THAT THE AGENTS MAY, BUT SHALL NOT BE OBLIGATED TO, MAKE THE
APPROVED ELECTRONIC COMMUNICATIONS AVAILABLE TO THE LENDERS BY POSTING SUCH
APPROVED ELECTRONIC COMMUNICATIONS ON INTRALINKSTM OR A SUBSTANTIALLY SIMILAR
ELECTRONIC PLATFORM CHOSEN BY THE FACILITY AGENT TO BE THEIR ELECTRONIC
TRANSMISSION SYSTEM (THE "PLATFORM").
(B)
ALTHOUGH THE PLATFORM AND ITS PRIMARY WEB
PORTAL ARE SECURED WITH GENERALLY-APPLICABLE SECURITY PROCEDURES AND POLICIES
IMPLEMENTED OR MODIFIED BY THE FACILITY AGENT FROM TIME TO TIME (INCLUDING, AS
OF THE CLOSING DATE, 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 OF THE LENDERS, THE BORROWER AND EACH GUARANTOR AGREES 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.
IN CONSIDERATION FOR THE CONVENIENCE AND OTHER BENEFITS AFFORDED
BY SUCH DISTRIBUTION AND FOR