THE BENEFIT OF CO-ADMINISTRATIVE AGENTS AND LENDERS AND NEITHER HOLDINGS NOR ANY
OF ITS SUBSIDIARIES SHALL HAVE ANY RIGHTS AS A THIRD PARTY BENEFICIARY OF ANY OF
THE PROVISIONS HEREOF.
IN PERFORMING THEIR FUNCTIONS AND DUTIES UNDER THIS
AGREEMENT, CO-ADMINISTRATIVE AGENTS SHALL ACT SOLELY AS AGENTS OF LENDERS AND DO
NOT ASSUME AND SHALL NOT BE DEEMED TO HAVE ASSUMED ANY OBLIGATION TOWARD OR
RELATIONSHIP OF AGENCY OR TRUST WITH OR FOR HOLDINGS OR ANY OF ITS
SUBSIDIARIES.
CO-ADMINISTRATIVE AGENTS MAY PERFORM ANY OF THEIR DUTIES
HEREUNDER, OR UNDER THE LOAN DOCUMENTS, BY OR THROUGH THEIR AGENTS OR
EMPLOYEES.
EACH LENDER AND CO-ADMINISTRATIVE AGENT ACKNOWLEDGES THAT ANY
CO-ADMINISTRATIVE AGENT'S LEGAL COUNSEL IN CONNECTION WITH THE TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT IS ACTING AS COUNSEL TO SUCH CO-ADMINISTRATIVE
AGENT AND IS NOT ACTING AS COUNSEL TO SUCH LENDER OR OTHER CO-ADMINISTRATIVE
AGENT.
THE RIGHTS AND DUTIES OF A CO-ADMINISTRATIVE AGENT UNDER THIS AGREEMENT
OR ANY OTHER LOAN DOCUMENT MAY NOT BE AMENDED, MODIFIED, TERMINATED OR WAIVED
WITHOUT THE WRITTEN CONSENT OF SUCH CO-ADMINISTRATIVE AGENT IN ADDITION TO ANY
OTHER CONSENT REQUIRED HEREUNDER.
(B)
DUTIES AS COLLATERAL AND DISBURSING AGENT.
WITHOUT LIMITING THE GENERALITY OF CLAUSE (A) ABOVE, AGENT SHALL HAVE THE SOLE
AND EXCLUSIVE RIGHT AND AUTHORITY (TO THE EXCLUSION OF THE GE CAPITAL
ADMINISTRATIVE AGENT, THE LENDERS AND L/C ISSUERS), AND IS HEREBY AUTHORIZED, TO
(I) ACT AS THE DISBURSING AND COLLECTING AGENT FOR THE LENDERS AND THE L/C
ISSUERS WITH RESPECT TO ALL PAYMENTS AND COLLECTIONS ARISING IN CONNECTION WITH
THE LOAN DOCUMENTS (INCLUDING IN ANY PROCEEDING DESCRIBED IN SECTION 6.1(F) OR
(G) OR ANY OTHER BANKRUPTCY, INSOLVENCY OR SIMILAR PROCEEDING), AND EACH PERSON
MAKING ANY PAYMENT IN CONNECTION WITH ANY LOAN DOCUMENT TO ANY SECURED PARTY IS
HEREBY AUTHORIZED TO MAKE SUCH PAYMENT TO AGENT, (II) FILE AND PROVE CLAIMS AND
FILE OTHER DOCUMENTS NECESSARY OR DESIRABLE TO ALLOW THE CLAIMS OF THE SECURED
PARTIES WITH RESPECT TO ANY OBLIGATION IN ANY PROCEEDING DESCRIBED IN
SECTION 6.1(F) OR (G) OR ANY OTHER BANKRUPTCY, INSOLVENCY OR SIMILAR PROCEEDING
(BUT NOT TO VOTE, CONSENT OR OTHERWISE ACT ON BEHALF OF SUCH PERSON), (III) ACT
AS COLLATERAL AGENT FOR EACH SECURED PARTY FOR PURPOSES OF THE PERFECTION OF ALL
LIENS CREATED BY SUCH AGREEMENTS AND ALL OTHER PURPOSES STATED THEREIN,
(IV) MANAGE, SUPERVISE AND OTHERWISE DEAL WITH THE COLLATERAL, (V) TAKE SUCH
OTHER ACTION AS IS NECESSARY OR DESIRABLE TO MAINTAIN THE PERFECTION AND
PRIORITY OF THE LIENS CREATED OR PURPORTED TO BE CREATED BY THE LOAN DOCUMENTS,
AND (VI) EXCEPT AS MAY BE OTHERWISE SPECIFIED IN ANY LOAN DOCUMENT, EXERCISE ALL
REMEDIES GIVEN TO AGENT AND THE OTHER SECURED PARTIES WITH RESPECT TO THE
COLLATERAL, WHETHER UNDER THE LOAN DOCUMENTS, APPLICABLE REQUIREMENTS OF LAW OR
OTHERWISE; PROVIDED, HOWEVER, THAT AGENT HEREBY APPOINTS, AUTHORIZES AND DIRECTS
THE GE CAPITAL ADMINISTRATIVE AGENT, EACH LENDER AND EACH L/C ISSUER TO ACT AS
COLLATERAL SUB-AGENT FOR AGENT, THE LENDERS AND THE L/C ISSUERS FOR PURPOSES OF
THE PERFECTION OF ALL LIENS WITH RESPECT TO