BE MADE TO SUCH LENDER WITH RESPECT TO LOANS FUNDED BY SUCH SPV TO THE
EXTENT PROVIDED IN THE APPLICABLE OPTION AGREEMENT AND SET FORTH IN A NOTICE
PROVIDED TO AGENT BY SUCH SPV AND SUCH LENDER, PROVIDED, HOWEVER, THAT IN NO
CASE (INCLUDING PURSUANT TO CLAUSE (A) OR (B) ABOVE) SHALL AN SPV OR PARTICIPANT
HAVE THE RIGHT TO ENFORCE ANY OF THE TERMS OF ANY LOAN DOCUMENT, AND (III) THE
CONSENT OF SUCH SPV OR PARTICIPANT SHALL NOT BE REQUIRED (EITHER DIRECTLY, AS A
RESTRAINT ON SUCH LENDER'S ABILITY TO CONSENT HEREUNDER OR OTHERWISE) FOR ANY
AMENDMENTS, WAIVERS OR CONSENTS WITH RESPECT TO ANY LOAN DOCUMENT OR TO EXERCISE
OR REFRAIN FROM EXERCISING ANY POWERS OR RIGHTS SUCH LENDER MAY HAVE UNDER OR IN
RESPECT OF THE LOAN DOCUMENTS (INCLUDING THE RIGHT TO ENFORCE OR DIRECT
ENFORCEMENT OF THE OBLIGATIONS), EXCEPT FOR THOSE DESCRIBED IN CLAUSES (II) AND
(III) OF SECTION 9.2(C) WITH RESPECT TO AMOUNTS, OR DATES FIXED FOR PAYMENT OF
AMOUNTS, TO WHICH SUCH PARTICIPANT OR SPV WOULD OTHERWISE BE ENTITLED AND, IN
THE CASE OF PARTICIPANTS, EXCEPT FOR THOSE DESCRIBED IN CLAUSE (V) OF
SECTION 9.2(C).
NO PARTY HERETO SHALL INSTITUTE (AND EACH OF BORROWER AND
HOLDINGS SHALL CAUSE EACH OTHER CREDIT PARTY NOT TO INSTITUTE) AGAINST ANY SPV
GRANTEE OF AN OPTION PURSUANT TO THIS CLAUSE (H) ANY BANKRUPTCY, REORGANIZATION,
INSOLVENCY, LIQUIDATION OR SIMILAR PROCEEDING, PRIOR TO THE DATE THAT IS ONE
YEAR AND ONE DAY AFTER THE PAYMENT IN FULL OF ALL OUTSTANDING COMMERCIAL PAPER
OF SUCH SPV; PROVIDED, HOWEVER, THAT EACH LENDER HAVING DESIGNATED AN SPV AS
SUCH AGREES TO INDEMNIFY EACH CREDIT PARTY AGAINST ANY LIABILITY THAT MAY BE
INCURRED BY, OR ASSERTED AGAINST, SUCH CREDIT PARTY AS A RESULT OF FAILING TO
INSTITUTE SUCH PROCEEDING (INCLUDING A FAILURE TO GET REIMBURSED BY SUCH SPV FOR
ANY SUCH LIABILITY).
THE AGREEMENT IN THE PRECEDING SENTENCE SHALL SURVIVE THE
TERMINATION OF THE COMMITMENTS AND THE PAYMENT IN FULL OF THE OBLIGATIONS.
8.2
AGENTS.
(A)
APPOINTMENT.
EACH LENDER AND EACH L/C
ISSUER HEREBY DESIGNATES AND APPOINTS (I) EACH OF SUNTRUST AND GE CAPITAL AS ITS
CO-ADMINISTRATIVE AGENT UNDER THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS AND
(II) SUNTRUST AS ITS AGENT UNDER THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS.
EACH LENDER HEREBY IRREVOCABLY AUTHORIZES AGENT TO EXECUTE AND DELIVER THE
COLLATERAL DOCUMENTS AND AUTHORIZES THE CO-ADMINISTRATIVE AGENTS TO TAKE SUCH
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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.
CO-ADMINISTRATIVE AGENTS ARE 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