DOCUMENTS MAY BE EXERCISED SOLELY BY COLLATERAL AGENT, AND (II)
IN THE EVENT OF A FORECLOSURE BY COLLATERAL AGENT ON ANY OF THE COLLATERAL
PURSUANT TO A PUBLIC OR PRIVATE SALE, THE COLLATERAL AGENT OR ANY LENDER MAY BE
THE PURCHASER OF ANY OR ALL OF SUCH COLLATERAL AT ANY SUCH SALE AND THE
COLLATERAL AGENT, AS AGENT FOR AND REPRESENTATIVE OF SECURED PARTIES (BUT NOT
ANY LENDER OR LENDERS IN ITS OR THEIR RESPECTIVE INDIVIDUAL CAPACITIES UNLESS
THE REQUISITE LENDERS SHALL OTHERWISE AGREE IN WRITING) SHALL BE ENTITLED, FOR
THE PURPOSE OF BIDDING AND MAKING SETTLEMENT OR PAYMENT OF THE PURCHASE PRICE
FOR ALL OR ANY PORTION OF THE COLLATERAL SOLD AT ANY SUCH PUBLIC SALE, TO USE
AND APPLY ANY OF THE OBLIGATIONS AS A CREDIT ON ACCOUNT OF THE PURCHASE PRICE
FOR ANY COLLATERAL PAYABLE BY COLLATERAL AGENT AT SUCH SALE.
(D)
INTERCREDITOR AGREEMENT.
EACH LENDER AND EACH ISSUING BANK HEREBY
ACKNOWLEDGES THAT IT HAS FULLY REVIEWED THE INTERCREDITOR AGREEMENT AND, BY ITS
EXECUTION OF THIS AGREEMENT, HEREBY CONSENTS TO THE EXECUTION AND DELIVERY OF
THE INTERCREDITOR AGREEMENT BY THE AGENTS AND AGREES TO COMPLY WITH THE TERMS
THEREOF (WHICH TERMS ARE INCORPORATED HEREIN BY REFERENCE IN THEIR ENTIRETY) AS
IF SUCH LENDER OR ISSUING BANK WERE A DIRECT SIGNATORY THERETO.
9.9
APPROVED ELECTRONIC COMMUNICATIONS.
(A)
EACH OF THE LENDERS, THE ISSUING BANKS, 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 AND THE ISSUING
BANKS BY POSTING SUCH APPROVED ELECTRONIC COMMUNICATIONS ON INTRALINKSTM OR A
SUBSTANTIALLY SIMILAR ELECTRONIC PLATFORM CHOSEN BY THE AGENTS 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 AGENTS 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 ISSUING BANKS,
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 THE OTHER CONSIDERATION PROVIDED HEREUNDER, THE RECEIPT AND
SUFFICIENCY OF WHICH IS HEREBY ACKNOWLEDGED, LENDERS, THE ISSUING BANKS, THE
BORROWER AND EACH GUARANTOR HEREBY APPROVES DISTRIBUTION OF THE APPROVED
ELECTRONIC COMMUNICATIONS THROUGH THE PLATFORM AND UNDERSTANDS AND ASSUMES, AND
THE BORROWER SHALL CAUSE EACH GUARANTOR TO UNDERSTAND AND ASSUME, THE RISKS OF
SUCH DISTRIBUTION.
(C)
THE PLATFORM AND THE APPROVED ELECTRONIC COMMUNICATIONS ARE
PROVIDED "AS IS" AND "AS AVAILABLE."
NONE OF THE AGENTS OR ANY OF THEIR
RESPECTIVE AFFILIATES OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES,
AGENTS, ADVISORS OR REPRESENTATIVES (THE "AGENT AFFILIATES") WARRANT THE
ACCURACY, ADEQUACY OR COMPLETENESS OF THE APPROVED