FROM TIME TO TIME TO
ASSIGNEES AND PARTICIPANTS (INCLUDING PROSPECTIVE ASSIGNEES AND PARTICIPANTS);
PROVIDED THAT SUCH LENDER SHALL OBTAIN FROM ASSIGNEES OR PARTICIPANTS
CONFIDENTIALITY COVENANTS SUBSTANTIALLY EQUIVALENT TO THOSE CONTAINED IN
SECTION 9.13.
(F)
SO LONG AS NO EVENT OF DEFAULT HAS
OCCURRED AND IS CONTINUING, NO LENDER SHALL ASSIGN OR SELL PARTICIPATIONS IN ANY
PORTION OF ITS LOANS OR COMMITMENTS TO A POTENTIAL LENDER OR PARTICIPANT, IF, AS
OF THE DATE OF THE PROPOSED ASSIGNMENT OR SALE, THE ASSIGNEE LENDER OR
PARTICIPANT WOULD BE SUBJECT TO CAPITAL ADEQUACY OR SIMILAR REQUIREMENTS UNDER
SECTION 1.11(A), INCREASED COSTS OR AN INABILITY TO FUND LIBOR LOANS UNDER
SECTION 1.11(B), OR WITHHOLDING TAXES IN ACCORDANCE WITH SECTION 1.12.
8.2
AGENT.
(A)
APPOINTMENT.
EACH LENDER HEREBY DESIGNATES
AND APPOINTS GE CAPITAL AS ITS AGENT UNDER THIS AGREEMENT AND THE OTHER LOAN
DOCUMENTS, AND EACH LENDER HEREBY IRREVOCABLY AUTHORIZES AGENT TO EXECUTE AND
DELIVER THE COLLATERAL DOCUMENTS AND TO TAKE SUCH ACTION OR TO REFRAIN FROM
TAKING SUCH ACTION ON ITS BEHALF UNDER THE PROVISIONS OF THIS AGREEMENT AND THE
OTHER LOAN DOCUMENTS AND TO EXERCISE SUCH POWERS AS ARE SET FORTH HEREIN OR
THEREIN, TOGETHER WITH SUCH OTHER POWERS AS ARE REASONABLY INCIDENTAL THERETO.
AGENT IS AUTHORIZED AND EMPOWERED TO AMEND, MODIFY, OR WAIVE ANY PROVISIONS OF
THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS ON BEHALF OF LENDERS SUBJECT TO THE
REQUIREMENT THAT CERTAIN OF LENDERS' CONSENT BE OBTAINED IN CERTAIN INSTANCES AS
PROVIDED IN THIS SECTION 8.2 AND SECTION 9.2.
THE PROVISIONS OF THIS
SECTION 8.2 ARE SOLELY FOR THE BENEFIT OF AGENT AND LENDERS AND NEITHER BORROWER
NOR ANY OTHER CREDIT PARTY SHALL HAVE ANY RIGHTS AS A THIRD PARTY BENEFICIARY OF
ANY OF THE PROVISIONS HEREOF.
IN PERFORMING ITS FUNCTIONS AND DUTIES UNDER THIS
AGREEMENT, AGENT SHALL ACT SOLELY AS AGENT OF LENDERS AND DOES NOT ASSUME AND
SHALL NOT BE DEEMED TO HAVE ASSUMED ANY OBLIGATION TOWARD OR RELATIONSHIP OF
AGENCY OR TRUST WITH OR FOR BORROWER OR ANY OTHER CREDIT PARTY.
AGENT MAY
PERFORM ANY OF ITS DUTIES HEREUNDER, OR UNDER THE LOAN DOCUMENTS, BY OR THROUGH
ITS AGENTS OR EMPLOYEES.
(B)
AGENT, AS HOLDER OF LIENS SECURING
OBLIGATIONS, FOR THE BENEFIT OF ITSELF AND EACH PRESENT AND FUTURE LENDER, AND
EACH LENDER HEREBY AGREE TO BE, AND ARE, BOUND BY THE PROVISIONS OF ARTICLE 10
("INTERCREDITOR PROVISIONS RELATING TO CREDIT AGREEMENT") OF THE SENIOR SECURED
NOTE INDENTURE AND AGREE THAT SUCH AGREEMENT IS INTENDED FOR THE BENEFIT OF, AND
IS ENFORCEABLE AS A THIRD-PARTY BENEFICIARY BY, THE SENIOR SECURED NOTES
TRUSTEE, AS HOLDER OF LIENS SECURING NOTE OBLIGATIONS (AS DEFINED IN THE SENIOR
SECURED NOTE INDENTURE) FOR THE BENEFIT OF EACH PRESENT AND FUTURE HOLDER OF
NOTE OBLIGATIONS.
EACH LENDER HEREBY IRREVOCABLY AUTHORIZES AGENT TO EXECUTE
AND DELIVER TO THE SENIOR SECURED NOTES TRUSTEE A WRITTEN CONFIRMATION OF THE
55
AGREEMENTS SET FORTH IN THE PRECEDING SENTENCE AND A WRITTEN AGREEMENT TO
OBSERVE AND PERFORM EACH AND ALL OF THE OBLIGATIONS OF AGENT UNDER THE
PROVISIONS OF