TO PROVIDE CASH COLLATERAL FOR LETTERS OF CREDIT).
ARTICLE 10
THE ADMINISTRATIVE AGENT
SECTION 10.1
APPOINTMENT AND DUTIES.
(A)
APPOINTMENT OF THE
ADMINISTRATIVE AGENT.
EACH LENDER AND EACH L/C ISSUER HEREBY APPOINTS GE
CAPITAL (TOGETHER WITH ANY SUCCESSOR ADMINISTRATIVE AGENT PURSUANT TO
SECTION 10.9) AS THE ADMINISTRATIVE AGENT HEREUNDER AND AUTHORIZES THE
ADMINISTRATIVE AGENT TO (I) EXECUTE AND DELIVER THE LOAN DOCUMENTS AND ACCEPT
DELIVERY THEREOF ON ITS BEHALF FROM ANY GROUP MEMBER, (II) TAKE SUCH ACTION ON
ITS BEHALF AND TO EXERCISE ALL RIGHTS, POWERS AND REMEDIES AND PERFORM THE
DUTIES AS ARE
101
EXPRESSLY DELEGATED TO THE ADMINISTRATIVE AGENT UNDER SUCH LOAN DOCUMENTS AND
(III) EXERCISE SUCH POWERS AS ARE REASONABLY INCIDENTAL THERETO.
(B)
DUTIES AS COLLATERAL AND DISBURSING THE ADMINISTRATIVE AGENT.
WITHOUT LIMITING THE GENERALITY OF CLAUSE (A) ABOVE, THE ADMINISTRATIVE AGENT
SHALL HAVE THE SOLE AND EXCLUSIVE RIGHT AND AUTHORITY (TO THE EXCLUSION OF THE
LENDERS AND L/C ISSUERS), AND IS HEREBY AUTHORIZED, TO (I) ACT AS THE DISBURSING
AND COLLECTING THE ADMINISTRATIVE 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 9.1(E)(II) 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 THE ADMINISTRATIVE 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 9.1(E)(II) OR ANY OTHER BANKRUPTCY, INSOLVENCY OR SIMILAR PROCEEDING
(BUT NOT TO VOTE, CONSENT OR OTHERWISE ACT ON BEHALF OF SUCH SECURED PARTY),
(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,
(VI) EXCEPT AS MAY BE OTHERWISE SPECIFIED IN ANY LOAN DOCUMENT, EXERCISE ALL
REMEDIES GIVEN TO THE ADMINISTRATIVE AGENT AND THE OTHER SECURED PARTIES WITH
RESPECT TO THE COLLATERAL, WHETHER UNDER THE LOAN DOCUMENTS, APPLICABLE
REQUIREMENTS OF LAW OR OTHERWISE AND (VII) EXECUTE ANY AMENDMENT, CONSENT OR
WAIVER UNDER THE LOAN DOCUMENTS ON BEHALF OF ANY LENDER THAT HAS CONSENTED IN
WRITING TO SUCH AMENDMENT, CONSENT OR WAIVER; PROVIDED, HOWEVER, THAT THE
ADMINISTRATIVE AGENT HEREBY APPOINTS, AUTHORIZES AND DIRECTS EACH LENDER AND L/C
ISSUER TO ACT AS COLLATERAL SUB-AGENT FOR THE ADMINISTRATIVE AGENT, THE LENDERS
AND THE L/C ISSUERS FOR PURPOSES OF THE PERFECTION OF ALL LIENS WITH RESPECT TO
THE COLLATERAL, INCLUDING ANY DEPOSIT ACCOUNT MAINTAINED BY A LOAN PARTY WITH,
AND CASH AND CASH EQUIVALENTS HELD BY, SUCH LENDER OR L/C ISSUER, AND MAY
FURTHER AUTHORIZE AND DIRECT THE LENDERS AND THE L/C ISSUERS TO TAKE