THE COLLATERAL, INCLUDING ANY
DEPOSIT ACCOUNT MAINTAINED BY HOLDINGS, BORROWER OR ANY DOMESTIC SUBSIDIARY
WITH, AND CASH AND CASH EQUIVALENTS HELD BY, THE GE CAPITAL ADMINISTRATIVE
AGENT, SUCH LENDER OR SUCH L/C ISSUER, AND MAY FURTHER AUTHORIZE AND DIRECT THE
GE CAPITAL
63
ADMINISTRATIVE AGENT, THE LENDERS AND THE L/C ISSUERS TO TAKE FURTHER ACTIONS AS
COLLATERAL SUB-AGENTS FOR PURPOSES OF ENFORCING SUCH LIENS OR OTHERWISE TO
TRANSFER THE COLLATERAL SUBJECT THERETO TO AGENT, AND THE GE CAPITAL
ADMINISTRATIVE AGENT, EACH LENDER AND EACH L/C ISSUER HEREBY AGREES TO TAKE SUCH
FURTHER ACTIONS TO THE EXTENT, AND ONLY TO THE EXTENT, SO AUTHORIZED AND
DIRECTED.
(C)
LIMITED DUTIES.
UNDER THE LOAN DOCUMENTS,
CO-ADMINISTRATIVE AGENTS (I) ARE ACTING SOLELY ON BEHALF OF THE LENDERS AND THE
L/C ISSUERS (EXCEPT TO THE LIMITED EXTENT PROVIDED IN SECTION 1.7(B) WITH
RESPECT TO THE REGISTER), WITH DUTIES THAT ARE ENTIRELY ADMINISTRATIVE IN
NATURE, NOTWITHSTANDING THE USE OF THE DEFINED TERMS "AGENT", "CO-ADMINISTRATIVE
AGENT", "SUNTRUST ADMINISTRATIVE AGENT", "GE CAPITAL ADMINISTRATIVE AGENT", THE
TERMS "AGENT", "AGENT" AND "COLLATERAL AGENT" AND SIMILAR TERMS IN ANY LOAN
DOCUMENT TO REFER TO EITHER CO-ADMINISTRATIVE AGENT, WHICH TERMS ARE USED FOR
TITLE PURPOSES ONLY, (II) ARE NOT ASSUMING ANY OBLIGATION UNDER ANY LOAN
DOCUMENT OTHER THAN AS EXPRESSLY SET FORTH THEREIN OR ANY ROLE AS AGENT,
FIDUCIARY OR TRUSTEE OF OR FOR ANY LENDER, L/C ISSUER OR ANY OTHER PERSON AND
(III) SHALL HAVE NO IMPLIED FUNCTIONS, RESPONSIBILITIES, DUTIES, OBLIGATIONS OR
OTHER LIABILITIES UNDER ANY LOAN DOCUMENT, AND EACH LENDER AND L/C ISSUER HEREBY
WAIVES AND AGREES NOT TO ASSERT ANY CLAIM AGAINST EITHER CO-ADMINISTRATIVE AGENT
BASED ON THE ROLES, DUTIES AND LEGAL RELATIONSHIPS EXPRESSLY DISCLAIMED IN
CLAUSES (I) THROUGH (III) ABOVE.
(D)
BINDING EFFECT.
EACH LENDER AND EACH L/C
ISSUER AGREES THAT (I) ANY ACTION TAKEN BY A CO-ADMINISTRATIVE AGENT OR THE
REQUIRED LENDERS (OR, IF EXPRESSLY REQUIRED HEREBY, A GREATER PROPORTION OF THE
LENDERS) IN ACCORDANCE WITH THE PROVISIONS OF THE LOAN DOCUMENTS, (II) ANY
ACTION TAKEN BY A CO-ADMINISTRATIVE AGENT IN RELIANCE UPON THE INSTRUCTIONS OF
REQUIRED LENDERS (OR, WHERE SO REQUIRED, SUCH GREATER PROPORTION) AND (III) THE
EXERCISE BY A CO-ADMINISTRATIVE AGENT OR THE REQUIRED 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 SECURED PARTIES.
(E)
USE OF DISCRETION; NO ACTION WITHOUT
INSTRUCTIONS.
CO-ADMINISTRATIVE AGENTS SHALL NOT BE REQUIRED TO EXERCISE ANY
DISCRETION OR TAKE, OR TO OMIT TO TAKE, ANY ACTION, INCLUDING WITH RESPECT TO
ENFORCEMENT OR COLLECTION, EXCEPT ANY ACTION IT IS REQUIRED TO TAKE OR OMIT TO
TAKE (I) UNDER ANY LOAN DOCUMENT OR (II) PURSUANT TO INSTRUCTIONS FROM THE
REQUIRED LENDERS (OR, WHERE EXPRESSLY REQUIRED BY THE TERMS OF THIS AGREEMENT, A
GREATER PROPORTION OF THE LENDERS).
(F)
RIGHT NOT TO FOLLOW CERTAIN
INSTRUCTIONS.
NOTWITHSTANDING CLAUSE (A) ABOVE, A CO-ADMINISTRATIVE AGENT SHALL
NOT BE REQUIRED TO TAKE, OR TO OMIT TO TAKE, ANY ACTION