TO BE TAKEN BY IT OR
THEM UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS,
EXCEPT FOR DAMAGES CAUSED BY ITS OR THEIR OWN GROSS NEGLIGENCE OR WILLFUL
MISCONDUCT.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, AGENT:
(A) MAY
TREAT THE PAYEE OF ANY NOTE AS THE HOLDER THEREOF UNTIL AGENT RECEIVES WRITTEN
NOTICE OF THE ASSIGNMENT OR TRANSFER THEREOF SIGNED BY SUCH PAYEE AND IN FORM
REASONABLY SATISFACTORY TO AGENT; (B) MAY CONSULT WITH LEGAL COUNSEL,
INDEPENDENT PUBLIC ACCOUNTANTS AND OTHER EXPERTS SELECTED BY IT AND SHALL NOT BE
LIABLE FOR ANY ACTION TAKEN OR OMITTED TO BE TAKEN BY IT IN GOOD FAITH IN
ACCORDANCE WITH THE ADVICE OF SUCH COUNSEL, ACCOUNTANTS OR EXPERTS; (C) MAKES NO
WARRANTY OR REPRESENTATION TO ANY LENDER AND SHALL NOT BE RESPONSIBLE TO ANY
LENDER FOR ANY STATEMENTS, WARRANTIES OR REPRESENTATIONS MADE IN OR IN
CONNECTION WITH THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS; (D) SHALL NOT HAVE
ANY DUTY TO ASCERTAIN OR TO INQUIRE AS TO THE PERFORMANCE OR OBSERVANCE OF ANY
OF THE TERMS, COVENANTS OR CONDITIONS OF THIS AGREEMENT OR THE OTHER LOAN
DOCUMENTS ON THE PART OF ANY CREDIT PARTY OR TO INSPECT THE COLLATERAL
(INCLUDING THE BOOKS AND RECORDS) OF ANY CREDIT PARTY; (E) SHALL NOT BE
RESPONSIBLE TO ANY LENDER FOR THE DUE EXECUTION, LEGALITY, VALIDITY,
ENFORCEABILITY, GENUINENESS, SUFFICIENCY OR VALUE OF THIS AGREEMENT OR THE OTHER
LOAN DOCUMENTS OR ANY OTHER INSTRUMENT OR DOCUMENT FURNISHED PURSUANT HERETO OR
THERETO; AND (F) SHALL INCUR NO
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LIABILITY UNDER OR IN RESPECT OF THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS BY
ACTING UPON ANY NOTICE, CONSENT, CERTIFICATE OR OTHER INSTRUMENT OR WRITING
(WHICH MAY BE BY TELECOPY, TELEGRAM, CABLE OR TELEX) BELIEVED BY IT TO BE
GENUINE AND SIGNED OR SENT BY THE PROPER PARTY OR PARTIES.
9.4
GE CAPITAL AND AFFILIATES.
WITH RESPECT TO
ITS COMMITMENTS HEREUNDER, GE CAPITAL SHALL HAVE THE SAME RIGHTS AND POWERS
UNDER THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS AS ANY OTHER LENDER AND MAY
EXERCISE THE SAME AS THOUGH IT WERE NOT AGENT; AND THE TERM "LENDER" OR
"LENDERS" SHALL, UNLESS OTHERWISE EXPRESSLY INDICATED, INCLUDE GE CAPITAL IN ITS
INDIVIDUAL CAPACITY.
GE CAPITAL AND ITS AFFILIATES MAY LEND MONEY TO, INVEST
IN, AND GENERALLY ENGAGE IN ANY KIND OF BUSINESS WITH, ANY CREDIT PARTY, ANY OF
THEIR AFFILIATES AND ANY PERSON WHO MAY DO BUSINESS WITH OR OWN SECURITIES OF
ANY CREDIT PARTY OR ANY SUCH AFFILIATE, ALL AS IF GE CAPITAL WERE NOT AGENT AND
WITHOUT ANY DUTY TO ACCOUNT THEREFOR TO LENDERS.
GE CAPITAL OR ONE OR MORE OF
AFFILIATES MAY ALSO PURCHASE CERTAIN EQUITY INTERESTS IN HOLDINGS, WHICH IS A
CORPORATION THAT CURRENTLY OWNS 100% OF THE OUTSTANDING STOCK OF BORROWER.
GE
CAPITAL AND ITS AFFILIATES MAY ACCEPT FEES AND OTHER CONSIDERATION FROM ANY
CREDIT PARTY FOR SERVICES IN CONNECTION WITH THIS AGREEMENT OR OTHERWISE WITHOUT
HAVING TO ACCOUNT FOR THE SAME TO LENDERS.
EACH LENDER ACKNOWLEDGES THE
POTENTIAL CONFLICT OF INTEREST