BY THE REQUISITE LENDERS, SUPERMAJORITY
LENDERS OR SUCH OTHER PORTION OF THE LENDERS AS SHALL BE PRESCRIBED BY THIS
AGREEMENT UNTIL SUCH ADDITIONAL INDEMNITY IS FURNISHED.
THE OBLIGATIONS OF
LENDERS UNDER THIS SECTION 8.2(E) SHALL SURVIVE THE PAYMENT IN FULL OF THE
OBLIGATIONS AND THE TERMINATION OF THIS AGREEMENT.
(F)
GE CAPITAL (OR ANY SUCCESSOR AGENT) INDIVIDUALLY.
WITH RESPECT
TO ITS COMMITMENTS HEREUNDER, GE CAPITAL (OR ANY SUCCESSOR AGENT) SHALL HAVE AND
MAY EXERCISE THE SAME RIGHTS AND POWERS HEREUNDER AND IS SUBJECT TO THE SAME
OBLIGATIONS AND LIABILITIES AS AND TO THE EXTENT SET FORTH HEREIN FOR ANY OTHER
LENDER.
THE TERMS "LENDERS," "REQUISITE LENDERS", "SUPERMAJORITY LENDERS" OR
ANY SIMILAR TERMS SHALL, UNLESS THE CONTEXT CLEARLY OTHERWISE INDICATES, INCLUDE
GE CAPITAL (OR ANY SUCCESSOR AGENT) IN ITS INDIVIDUAL CAPACITY AS A LENDER OR
ONE OF THE REQUISITE LENDERS OR SUPERMAJORITY LENDERS.
GE CAPITAL (OR ANY
SUCCESSOR AGENT), 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 CREDIT PARTY AS IF IT WERE NOT ACTING AS AGENT PURSUANT HERETO AND
WITHOUT ANY DUTY TO ACCOUNT THEREFOR TO LENDERS.
GE CAPITAL (OR ANY SUCCESSOR
AGENT), EITHER DIRECTLY OR THROUGH STRATEGIC AFFILIATIONS, 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.
(G)
SUCCESSOR AGENT.
(I)
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 REPRESENTATIVE AND LENDERS.
SUCH RESIGNATION SHALL TAKE EFFECT UPON THE ACCEPTANCE BY A SUCCESSOR AGENT OF
APPOINTMENT PURSUANT TO CLAUSE (II) BELOW OR AS OTHERWISE PROVIDED IN CLAUSE
(II) BELOW.
(II)
APPOINTMENT OF SUCCESSOR.
UPON ANY SUCH NOTICE OF RESIGNATION
PURSUANT TO CLAUSE (I) ABOVE, REQUISITE LENDERS SHALL APPOINT A SUCCESSOR AGENT
WHICH, UNLESS AN
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EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING, SHALL BE REASONABLY ACCEPTABLE
TO BORROWERS.
IF A SUCCESSOR AGENT SHALL NOT HAVE BEEN SO APPOINTED WITHIN THE
THIRTY (30) BUSINESS DAY PERIOD REFERRED TO IN CLAUSE (I) ABOVE, THE RETIRING
AGENT, UPON NOTICE TO BORROWER REPRESENTATIVE, 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.
(III)
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 8.2 SHALL CONTINUE
TO INURE TO ITS BENEFIT AS TO ANY ACTIONS TAKEN OR OMITTED TO BE TAKEN BY IT IN
ITS CAPACITY AS