BETWEEN GE CAPITAL AS A LENDER HOLDING
DISPROPORTIONATE INTERESTS IN THE LOANS, GE CAPITAL OR ITS AFFILIATES AS A
STOCKHOLDER AND GE CAPITAL AS AGENT; PROVIDED, THAT ANY EQUITY INVESTMENT BY GE
CAPITAL SHALL NOT EXCEED 7.5% IN THE AGGREGATE OF THE STOCK OF HOLDINGS
OUTSTANDING ON A FULLY DILUTED BASIS, AND SHALL NOT EXCEED $7,500,000 OF
INVESTMENTS IN THE AGGREGATE.
9.5
LENDER CREDIT DECISION.
EACH LENDER
ACKNOWLEDGES THAT IT HAS, INDEPENDENTLY AND WITHOUT RELIANCE UPON AGENT OR ANY
OTHER LENDER AND BASED ON THE FINANCIAL STATEMENTS REFERRED TO IN SECTION 3.4(A)
AND SUCH OTHER DOCUMENTS AND INFORMATION AS IT HAS DEEMED APPROPRIATE, MADE ITS
OWN CREDIT AND FINANCIAL ANALYSIS OF THE CREDIT PARTIES AND ITS OWN DECISION TO
ENTER INTO THIS AGREEMENT.
EACH LENDER ALSO ACKNOWLEDGES THAT IT WILL,
INDEPENDENTLY AND WITHOUT RELIANCE UPON AGENT OR ANY OTHER LENDER AND BASED ON
SUCH DOCUMENTS AND INFORMATION AS IT SHALL DEEM APPROPRIATE AT THE TIME,
CONTINUE TO MAKE ITS OWN CREDIT DECISIONS IN TAKING OR NOT TAKING ACTION UNDER
THIS AGREEMENT.
EACH LENDER ACKNOWLEDGES THE POTENTIAL CONFLICT OF INTEREST OF
EACH OTHER LENDER AS A RESULT OF LENDERS HOLDING DISPROPORTIONATE INTERESTS IN
THE LOANS, AND EXPRESSLY CONSENTS TO, AND WAIVES ANY CLAIM BASED UPON, SUCH
CONFLICT OF INTEREST.
9.6
INDEMNIFICATION.
LENDERS AGREE TO INDEMNIFY
AGENT (TO THE EXTENT NOT REIMBURSED BY CREDIT PARTIES AND WITHOUT LIMITING THE
OBLIGATIONS OF BORROWER HEREUNDER), RATABLY ACCORDING TO THEIR RESPECTIVE PRO
RATA SHARES, FROM AND AGAINST ANY AND ALL LIABILITIES, OBLIGATIONS, LOSSES,
DAMAGES, PENALTIES, ACTIONS, JUDGMENTS, SUITS, COSTS, EXPENSES OR DISBURSEMENTS
OF ANY KIND OR NATURE WHATSOEVER THAT MAY BE IMPOSED ON, INCURRED BY, OR
ASSERTED AGAINST AGENT IN ANY WAY RELATING TO OR ARISING OUT OF THIS AGREEMENT
OR ANY OTHER LOAN DOCUMENT OR ANY ACTION TAKEN OR OMITTED TO BE TAKEN BY AGENT
IN CONNECTION THEREWITH; PROVIDED, THAT NO LENDER SHALL BE LIABLE FOR ANY
PORTION OF SUCH LIABILITIES, OBLIGATIONS, LOSSES, DAMAGES, PENALTIES, ACTIONS,
JUDGMENTS, SUITS, COSTS, EXPENSES OR DISBURSEMENTS RESULTING FROM AGENT'S GROSS
NEGLIGENCE OR WILLFUL MISCONDUCT.
IF WITHOUT LIMITING THE FOREGOING, EACH
LENDER AGREES TO REIMBURSE AGENT PROMPTLY UPON DEMAND FOR ITS RATABLE SHARE OF
ANY OUT-OF-POCKET EXPENSES (INCLUDING REASONABLE COUNSEL FEES) INCURRED BY AGENT
IN CONNECTION WITH THE PREPARATION, EXECUTION, DELIVERY, ADMINISTRATION,
MODIFICATION, AMENDMENT OR ENFORCEMENT (WHETHER THROUGH NEGOTIATIONS, LEGAL
PROCEEDINGS OR OTHERWISE) OF, OR LEGAL ADVICE IN RESPECT OF RIGHTS OR
RESPONSIBILITIES UNDER, THIS AGREEMENT AND
64
EACH OTHER LOAN DOCUMENT, TO THE EXTENT THAT AGENT IS NOT REIMBURSED FOR SUCH
EXPENSES BY CREDIT PARTIES.
9.7
SUCCESSOR AGENT.
AGENT MAY RESIGN AT ANY
TIME BY GIVING NOT LESS THAN 30 DAYS' PRIOR WRITTEN NOTICE THEREOF TO LENDERS
AND BORROWER.
UPON ANY SUCH RESIGNATION, THE REQUISITE LENDERS SHALL HAVE THE
RIGHT TO APPOINT A SUCCESSOR AGENT.
IF NO SUCCESSOR AGENT SHALL HAVE BEEN SO
APPOINTED BY THE REQUISITE LENDERS AND SHALL HAVE ACCEPTED SUCH APPOINTMENT
WITHIN 30 DAYS AFTER THE RESIGNING AGENT'S GIVING NOTICE OF RESIGNATION, THEN
THE RESIGNING AGENT MAY, ON BEHALF OF LENDERS, APPOINT A SUCCESSOR