AGENT UNDER THIS
AGREEMENT AND THE OTHER LOAN DOCUMENTS.
ADDITIONALLY, AFTER ANY RETIRING
AGENT'S RESIGNATION AS SUCH AGENT, THE PROVISIONS OF THIS SUBSECTION 9.10 SHALL
INURE TO ITS BENEFIT AS TO ANY ACTIONS TAKEN OR OMITTED TO BE TAKEN BY IT WHILE
IT WAS SUCH AGENT UNDER THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS.
AFTER THE
RESIGNATION OF THE ADMINISTRATIVE AGENT PURSUANT TO THE PRECEDING PROVISIONS OF
THIS SUBSECTION 9.10, THE RESIGNING ADMINISTRATIVE AGENT (X) SHALL NOT BE
REQUIRED TO ACT AS ISSUING BANK FOR ANY LETTERS OF CREDIT TO BE ISSUED AFTER THE
DATE OF SUCH RESIGNATION AND (Y) SHALL NOT BE REQUIRED TO ACT AS SWING LINE
LENDER WITH RESPECT TO SWING LINE LOANS TO BE MADE AFTER THE DATE OF SUCH
RESIGNATION (AND ALL OUTSTANDING SWING LINE LOANS OF SUCH RESIGNING
ADMINISTRATIVE AGENT SHALL BE REQUIRED TO BE REPAID IN FULL UPON ITS
RESIGNATION), ALTHOUGH THE RESIGNING ADMINISTRATIVE AGENT SHALL RETAIN ALL
RIGHTS HEREUNDER AS ISSUING BANK AND SWING LINE LENDER WITH RESPECT TO ALL
LETTERS OF CREDIT ISSUED BY IT, AND ALL SWING LINE LOANS MADE BY IT, PRIOR TO
THE EFFECTIVENESS OF ITS RESIGNATION AS ADMINISTRATIVE AGENT HEREUNDER.
9.11
OTHER REPRESENTATIVES.
NONE OF THE ENTITIES IDENTIFIED AS JOINT
BOOKRUNNERS AND JOINT LEAD ARRANGERS PURSUANT TO THE DEFINITION OF OTHER
REPRESENTATIVE CONTAINED HEREIN, SHALL HAVE ANY DUTIES OR RESPONSIBILITIES
HEREUNDER OR UNDER ANY OTHER LOAN DOCUMENT IN ITS CAPACITY AS SUCH.
9.12
WITHHOLDING TAX.
TO THE EXTENT REQUIRED BY ANY APPLICABLE LAW, THE
ADMINISTRATIVE AGENT MAY WITHHOLD FROM ANY PAYMENT TO ANY LENDER AN AMOUNT
EQUIVALENT TO ANY APPLICABLE WITHHOLDING TAX.
IF THE INTERNAL REVENUE SERVICE
OR ANY OTHER AUTHORITY OF THE UNITED STATES OR OTHER JURISDICTION ASSERTS A
CLAIM THAT THE ADMINISTRATIVE AGENT DID NOT PROPERLY WITHHOLD TAX FROM AMOUNTS
PAID TO OR FOR THE ACCOUNT OF ANY LENDER FOR ANY REASON (INCLUDING, WITHOUT
LIMITATION, BECAUSE THE APPROPRIATE FORM WAS NOT DELIVERED OR NOT PROPERLY
EXECUTED, OR BECAUSE SUCH LENDER FAILED TO NOTIFY THE ADMINISTRATIVE AGENT OF A
CHANGE IN CIRCUMSTANCE THAT RENDERED THE EXEMPTION FROM, OR REDUCTION OF,
WITHHOLDING TAX INEFFECTIVE), SUCH LENDER SHALL INDEMNIFY AND HOLD HARMLESS THE
ADMINISTRATIVE AGENT (TO THE EXTENT THAT THE ADMINISTRATIVE AGENT HAS NOT
ALREADY BEEN REIMBURSED BY ANY BORROWER AND WITHOUT LIMITING THE OBLIGATION OF
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SUCH BORROWER TO DO SO) FOR ALL AMOUNTS PAID, DIRECTLY OR INDIRECTLY, BY THE
ADMINISTRATIVE AGENT AS TAX OR OTHERWISE, INCLUDING ANY INTEREST, ADDITIONS TO
TAX OR PENALTIES THERETO, TOGETHER WITH ALL EXPENSES INCURRED, INCLUDING LEGAL
EXPENSES AND ANY OTHER OUT-OF-POCKET EXPENSES.
9.13
APPROVED ELECTRONIC COMMUNICATIONS.
EACH OF THE LENDERS AND THE
LOAN PARTIES AGREE, THAT THE ADMINISTRATIVE AGENT 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 ADMINISTRATIVE AGENT TO
BE ITS ELECTRONIC TRANSMISSION SYSTEM (THE "APPROVED ELECTRONIC PLATFORM").
THE
APPROVED ELECTRONIC COMMUNICATIONS AND THE APPROVED ELECTRONIC PLATFORM ARE
PROVIDED (SUBJECT TO SUBSECTION 10.16) "AS