THE REQUISITE LENDERS.
GE CANADA FINANCE, EITHER
DIRECTLY OR THROUGH STRATEGIC AFFILIATIONS, MAY LEND MONEY TO, ACQUIRE EQUITY OR
OTHER OWNERSHIP INTERESTS IN, PROVIDE ADVISORY SERVICES TO AND GENERALLY ENGAGE
IN ANY KIND OF BANKING, TRUST OR OTHER BUSINESS WITH ANY LOAN PARTY AS IF IT
WERE NOT ACTING AS AGENT PURSUANT HERETO AND WITHOUT ANY DUTY TO ACCOUNT
THEREFOR TO LENDERS.
GE CANADA FINANCE, EITHER DIRECTLY OR THROUGH STRATEGIC
AFFILIATIONS, MAY ACCEPT FEES AND OTHER CONSIDERATION FROM ANY LOAN PARTY FOR
SERVICES IN CONNECTION WITH THIS AGREEMENT OR OTHERWISE WITHOUT HAVING TO
ACCOUNT FOR THE SAME TO LENDERS.
EACH LENDER ACKNOWLEDGES THAT GE CAPITAL, OF
WHICH GE CANADA FINANCE IS A SUBSIDIARY, IS THE US FACILITY AGENT AND A US
FACILITY LENDER AND HAS PURCHASED CERTAIN EQUITY INTERESTS IN HOLDINGS AND THE
POTENTIAL CONFLICT OF INTEREST OF GE CANADA FINANCE AS AGENT AND AS A LENDER,
AND GE CAPITAL, AS THE US FACILITY AGENT, A US FACILITY LENDER AND A HOLDER OF
AN EQUITY INTEREST IN, AND SUBORDINATED INDEBTEDNESS OF, HOLDINGS AND CONSENTS
THERETO.
46
(G)
SUCCESSOR AGENT.
(1)
RESIGNATION.
AGENT MAY RESIGN FROM THE PERFORMANCE OF ALL ITS
AGENCY FUNCTIONS AND DUTIES HEREUNDER AT ANY TIME BY GIVING AT LEAST THIRTY (30)
BUSINESS DAYS' PRIOR WRITTEN NOTICE TO BORROWER AND THE LENDERS.
SUCH
RESIGNATION SHALL TAKE EFFECT UPON THE ACCEPTANCE BY A SUCCESSOR AGENT OF
APPOINTMENT AS PROVIDED BELOW.
(2)
APPOINTMENT OF SUCCESSOR.
UPON ANY SUCH NOTICE OF RESIGNATION
PURSUANT TO CLAUSE (G)(1) ABOVE, REQUISITE LENDERS SHALL APPOINT A SUCCESSOR
AGENT WHICH, UNLESS AN EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING, SHALL BE
REASONABLY ACCEPTABLE TO BORROWER.
IF A SUCCESSOR AGENT SHALL NOT HAVE BEEN SO
APPOINTED WITHIN SAID THIRTY (30) BUSINESS DAY PERIOD, THE RETIRING AGENT, UPON
NOTICE TO BORROWER, SHALL THEN APPOINT A SUCCESSOR AGENT WHO SHALL SERVE AS
AGENT UNTIL SUCH TIME, IF ANY, AS REQUISITE LENDERS APPOINT A SUCCESSOR AGENT AS
PROVIDED ABOVE.
(3)
SUCCESSOR AGENT.
UPON THE ACCEPTANCE OF ANY APPOINTMENT AS AGENT
UNDER THE LOAN DOCUMENTS BY A SUCCESSOR AGENT, SUCH SUCCESSOR AGENT SHALL
THEREUPON SUCCEED TO AND BECOME VESTED WITH ALL THE RIGHTS, POWERS, PRIVILEGES
AND DUTIES OF THE RETIRING AGENT, AND THE RETIRING AGENT SHALL BE DISCHARGED
FROM ITS DUTIES AND OBLIGATIONS UNDER THE LOAN DOCUMENTS.
AFTER ANY RETIRING
AGENT'S RESIGNATION AS AGENT, THE PROVISIONS OF THIS SECTION 9 SHALL INURE TO
ITS BENEFIT AS TO ANY ACTIONS TAKEN OR OMITTED TO BE TAKEN BY IT WHILE IT WAS
AGENT.
(H)
COLLATERAL MATTERS.
(1)
RELEASE OF COLLATERAL.
LENDERS HEREBY IRREVOCABLY AUTHORIZE
AGENT, AT ITS OPTION AND IN ITS DISCRETION, TO RELEASE ANY LIEN GRANTED TO OR
HELD BY AGENT UPON ANY COLLATERAL (I) UPON TERMINATION OF THE REVOLVING LOAN
COMMITMENT AND UPON PAYMENT AND SATISFACTION OF ALL OBLIGATIONS (OTHER THAN
CONTINGENT INDEMNIFICATION OBLIGATIONS TO THE EXTENT NO CLAIMS GIVING RISE
THERETO HAVE BEEN ASSERTED); OR (II) CONSTITUTING PROPERTY BEING SOLD OR
DISPOSED OF IF BORROWER CERTIFIES TO AGENT THAT THE SALE OR DISPOSITION IS MADE
IN COMPLIANCE WITH