THIS
AGREEMENT TO THE CONTRARY NOTWITHSTANDING, EACH LENDER HEREBY AGREES WITH EACH
OTHER LENDER THAT NO LENDER SHALL TAKE ANY ACTION TO PROTECT OR ENFORCE ITS
RIGHTS ARISING OUT OF THIS AGREEMENT OR THE NOTES (INCLUDING EXERCISING ANY
RIGHTS OF SETOFF) WITHOUT FIRST OBTAINING THE PRIOR WRITTEN CONSENT OF AGENT AND
REQUISITE LENDERS, IT BEING THE INTENT OF LENDERS THAT ANY SUCH ACTION TO
PROTECT OR ENFORCE RIGHTS UNDER THIS AGREEMENT AND THE NOTES SHALL BE TAKEN IN
CONCERT AND AT THE DIRECTION OR WITH THE CONSENT OF AGENT OR REQUISITE LENDERS.
WITH RESPECT TO ANY ACTION BY AGENT TO ENFORCE THE RIGHTS AND REMEDIES OF AGENT
AND THE LENDERS UNDER THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS, EACH LENDER
HEREBY CONSENTS TO THE JURISDICTION OF THE COURT IN WHICH SUCH ACTION IS
MAINTAINED, AND AGREES TO DELIVER ITS NOTES TO AGENT TO THE EXTENT NECESSARY TO
ENFORCE THE RIGHTS AND REMEDIES OF AGENT FOR THE BENEFIT OF THE LENDERS UNDER
THE MORTGAGES IN ACCORDANCE WITH THE PROVISIONS HEREOF.
10.
SUCCESSORS AND ASSIGNS
10.1
SUCCESSORS AND ASSIGNS.
THIS AGREEMENT AND THE
OTHER LOAN DOCUMENTS SHALL BE BINDING ON AND SHALL INURE TO THE BENEFIT OF EACH
CREDIT PARTY, AGENT, LENDERS AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS
(INCLUDING, IN THE CASE OF ANY CREDIT PARTY, A DEBTOR-IN-POSSESSION ON BEHALF OF
SUCH CREDIT PARTY), EXCEPT AS OTHERWISE PROVIDED HEREIN OR THEREIN.
NO CREDIT
PARTY MAY ASSIGN, TRANSFER, HYPOTHECATE OR OTHERWISE CONVEY ITS RIGHTS,
BENEFITS, OBLIGATIONS OR DUTIES HEREUNDER OR UNDER ANY OF THE OTHER LOAN
DOCUMENTS WITHOUT THE PRIOR EXPRESS WRITTEN CONSENT OF AGENT AND LENDERS.
ANY
SUCH PURPORTED ASSIGNMENT, TRANSFER, HYPOTHECATION OR OTHER CONVEYANCE BY ANY
CREDIT PARTY WITHOUT THE PRIOR EXPRESS WRITTEN CONSENT OF AGENT AND LENDERS
SHALL BE VOID.
THE TERMS AND PROVISIONS OF THIS AGREEMENT ARE FOR THE PURPOSE
OF DEFINING THE RELATIVE RIGHTS AND OBLIGATIONS OF EACH CREDIT PARTY, AGENT AND
LENDERS WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED HEREBY AND NO PERSON SHALL
BE A THIRD PARTY BENEFICIARY OF ANY OF THE TERMS AND PROVISIONS OF THIS
AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS.
11.
MISCELLANEOUS
11.1
COMPLETE AGREEMENT; MODIFICATION OF AGREEMENT.
THE LOAN DOCUMENTS CONSTITUTE THE COMPLETE AGREEMENT BETWEEN THE PARTIES WITH
RESPECT TO THE SUBJECT MATTER THEREOF AND MAY NOT BE MODIFIED, ALTERED OR
AMENDED EXCEPT AS SET FORTH IN SECTION 11.2.
ANY LETTER OF
68
INTEREST, COMMITMENT LETTER, OR FEE LETTER (OTHER THAN THE GE CAPITAL FEE LETTER
OR ANY CONFIDENTIALITY AGREEMENT), IF ANY, BETWEEN ANY CREDIT PARTY AND AGENT OR
ANY LENDER OR ANY OF THEIR RESPECTIVE AFFILIATES, PREDATING THIS AGREEMENT AND
RELATING TO A FINANCING OF SUBSTANTIALLY SIMILAR FORM, PURPOSE OR EFFECT SHALL
BE SUPERSEDED BY THIS AGREEMENT.
11.2
AMENDMENTS AND WAIVERS.
(A)
EXCEPT FOR ACTIONS EXPRESSLY PERMITTED TO
BE TAKEN BY AGENT, NO AMENDMENT, MODIFICATION, TERMINATION OR WAIVER OF ANY
PROVISION OF THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR ANY CONSENT TO ANY
DEPARTURE BY ANY CREDIT PARTY THEREFROM, SHALL IN ANY EVENT BE EFFECTIVE UNLESS
THE SAME