DEFAULT SPECIFIED IN
SECTION 9.1(E)(II), (X) THE COMMITMENTS OF EACH LENDER TO MAKE LOANS AND THE
COMMITMENT OF EACH L/C ISSUER TO ISSUE LETTERS OF CREDIT SHALL EACH
AUTOMATICALLY BE TERMINATED AND (Y) EACH OBLIGATION (INCLUDING IN EACH CASE ANY
ACCRUED ALL ACCRUED BUT UNPAID INTEREST THEREON) SHALL AUTOMATICALLY BECOME AND
BE DUE AND
99
PAYABLE, WITHOUT PRESENTMENT, DEMAND, PROTEST OR FURTHER NOTICE OR OTHER
REQUIREMENT OF ANY KIND, ALL OF WHICH ARE HEREBY EXPRESSLY WAIVED BY HOLDINGS
AND THE BORROWER (AND, TO THE EXTENT PROVIDED IN ANY OTHER LOAN DOCUMENT, ANY
OTHER LOAN PARTY).
SECTION 2.3
ACTIONS IN RESPECT OF LETTERS OF CREDIT.
AT ANY TIME
(I) UPON THE REVOLVING CREDIT TERMINATION DATE, (II) AFTER THE REVOLVING CREDIT
TERMINATION DATE WHEN THE AGGREGATE FUNDS ON DEPOSIT IN L/C CASH COLLATERAL
ACCOUNTS SHALL BE LESS THAN 105% OF THE L/C OBLIGATIONS FOR ALL LETTERS OF
CREDIT AT SUCH TIME AND (III) AS REQUIRED BY SECTION 2.12, THE BORROWER SHALL
PAY TO THE ADMINISTRATIVE AGENT IN IMMEDIATELY AVAILABLE FUNDS AT THE
ADMINISTRATIVE AGENT'S OFFICE REFERRED TO IN SECTION 11.11, FOR DEPOSIT IN A L/C
CASH COLLATERAL ACCOUNT, THE AMOUNT REQUIRED SO THAT, AFTER SUCH PAYMENT, THE
AGGREGATE FUNDS ON DEPOSIT IN THE L/C CASH COLLATERAL ACCOUNTS EQUALS OR EXCEEDS
105% OF THE L/C OBLIGATIONS FOR ALL LETTERS OF CREDIT AT SUCH TIME (NOT TO
EXCEED, IN THE CASE OF CLAUSE (III) ABOVE, THE PAYMENT TO BE APPLIED PURSUANT TO
SECTION 2.12 TO PROVIDE CASH COLLATERAL FOR LETTERS OF CREDIT).
ARTICLE III
The Administrative Agent
SECTION 3.1
APPOINTMENT AND DUTIES.
(A) APPOINTMENT OF
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 EXPRESSLY DELEGATED TO THE ADMINISTRATIVE AGENT UNDER SUCH LOAN
DOCUMENTS AND (III) EXERCISE SUCH POWERS AS ARE REASONABLY INCIDENTAL THERETO.
FOR THE PURPOSES OF HOLDING ANY SECURITY GRANTED BY THE BORROWER OR ANY OTHER
LOAN PARTY PURSUANT TO THE LAWS OF THE PROVINCE OF QUÉBEC TO SECURE PAYMENT OF
ANY DEBENTURE ISSUED BY THE BORROWER OR ANY LOAN PARTY, THE ADMINISTRATIVE AGENT
IS HEREBY APPOINTED TO ACT AS THE PERSON HOLDING THE POWER OF ATTORNEY (FONDÉ DE
POUVOIR) PURSUANT TO ARTICLE 2692 OF THE CIVIL CODE OF QUÉBEC TO ACT ON BEHALF
OF EACH OF THE DEBENTUREHOLDERS, INITIALLY NAMELY GE CAPITAL IN ITS CAPACITY AS
ADMINISTRATIVE AGENT FOR THE SECURED PARTIES.
EACH PERSON WHO IS OR BECOMES A
LENDER AND EACH ASSIGNEE HOLDER OF ANY DEBENTURE ISSUED BY THE BORROWER OR ANY
LOAN PARTY SHALL BE DEEMED TO RATIFY THE POWER OF ATTORNEY (FONDÉ DE POUVOIR)
GRANTED TO THE ADMINISTRATIVE AGENT HEREUNDER BY ITS EXECUTION OF AN ASSIGNMENT.
THE ADMINISTRATIVE AGENT AGREES TO ACT IN SUCH