(C) NO SUCH REPURCHASES AND
CANCELLATIONS SHALL CHANGE THE SCHEDULED INSTALLMENTS (OTHER THAN TO REDUCE THE
AMOUNT DUE AND PAYABLE ON THE MATURITY DATE OF SUCH TERM LOAN);
(III)
IMMEDIATELY UPON SUCH ASSIGNMENT
BECOMING EFFECTIVE, AND WITHOUT FURTHER ACTION BY ANY PERSON, ANY TERM LOANS SO
REPURCHASED SHALL BE EXTINGUISHED, CANCELLED AND RETIRED BY THE CREDIT PARTY OR
SUCH AFFILIATE AND SHALL NO LONGER BE OUTSTANDING (AND SHALL NOT BE RESOLD OR
FURTHER ASSIGNED BY ANY CREDIT PARTY OR AFFILIATE), AND ALL SUCH TERM LOANS
REPURCHASED SHALL BE DEEMED TO BE EXTINGUISHED, CANCELLED AND RETIRED AND NO
LONGER OUTSTANDING FOR ALL PURPOSES OF THIS AGREEMENT AND THE OTHER LOAN
DOCUMENTS AND THE CREDIT PARTY OR AFFILIATE ACTING IN ITS CAPACITY AS ASSIGNEE,
SHALL THEREAFTER HAVE NO RIGHTS AS A LENDER UNDER THE LOAN DOCUMENTS WITH
RESPECT TO SUCH TERM LOANS INCLUDING, BUT NOT LIMITED TO (A) THE RIGHT TO
RECEIVE ANY PAYMENTS WITH RESPECT TO SUCH TERM LOANS OR ANY OTHER AMOUNTS UNDER
THE LOAN DOCUMENTS, (B) ANY RIGHT TO MAKE OR RECEIVE ANY REQUEST, DEMAND,
AUTHORIZATION, DIRECTION, NOTICE, CONSENT OR WAIVER UNDER THE LOAN DOCUMENTS,
AND (C) THE RIGHT TO VOTE WITH RESPECT TO SUCH TERM LOANS OR TO BE INCLUDED IN
THE DETERMINATION OF REQUIRED LENDERS OR FOR ANY SIMILAR OR RELATED PURPOSE
UNDER THIS AGREEMENT; AND
(iv)
any
repurchase of Loans by any Credit Party or its Affiliate pursuant to this
Section 8.1(i) shall be permitted notwithstanding anything contained herein
requiring payments to be made pro rata to all Lenders.
8.2.
DISBURSEMENTS OF ADVANCES; PAYMENTS;
DEFAULTING LENDERS.
(A)
APPOINTMENT.
EACH LENDER AND EACH L/C ISSUER HEREBY
DESIGNATES AND APPOINTS 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 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 HOLDINGS NOR ANY
OF ITS SUBSIDIARIES 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 HOLDINGS OR ANY OF ITS SUBSIDIARIES.
AGENT MAY
PERFORM ANY OF ITS DUTIES HEREUNDER, OR UNDER THE LOAN DOCUMENTS, BY OR THROUGH
ITS AGENTS OR EMPLOYEES.
EACH LENDER AND