ANY OF THE LOAN DOCUMENTS OR ANY ACTION TAKEN OR OMITTED BY AGENT
UNDER THIS AGREEMENT OR ANY OF THE LOAN DOCUMENTS, IN PROPORTION TO EACH
LENDER'S PRO RATA SHARE, BUT ONLY TO THE EXTENT THAT ANY OF THE FOREGOING IS NOT
REIMBURSED BY BORROWER; PROVIDED, HOWEVER, THAT NO LENDER SHALL BE LIABLE FOR
ANY PORTION OF SUCH LIABILITIES, OBLIGATIONS, LOSSES, DAMAGES, PENALTIES,
ACTIONS, JUDGMENTS, SUITS, COSTS, EXPENSES, ADVANCES OR DISBURSEMENTS TO THE
EXTENT RESULTING FROM AGENT'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT AS
DETERMINED BY A FINAL NON-APPEALABLE ORDER BY A COURT OF COMPETENT
JURISDICTION.
IF ANY INDEMNITY FURNISHED TO AGENT FOR ANY PURPOSE SHALL, IN THE
OPINION OF AGENT, BE INSUFFICIENT OR BECOME IMPAIRED, AGENT MAY CALL FOR
ADDITIONAL INDEMNITY AND CEASE, OR NOT COMMENCE, TO DO THE ACTS INDEMNIFIED
AGAINST EVEN IF SO DIRECTED BY THE REQUISITE LENDERS, REQUISITE REVOLVING
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(F) SHALL SURVIVE THE PAYMENT IN FULL OF THE
OBLIGATIONS AND THE TERMINATION OF THIS AGREEMENT.
(G)
GE CAPITAL INDIVIDUALLY.
WITH RESPECT TO
ITS COMMITMENTS HEREUNDER, GE CAPITAL 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
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TERMS "LENDERS", "REQUISITE LENDERS", "REQUISITE REVOLVING LENDERS" OR ANY
SIMILAR TERMS SHALL, UNLESS THE CONTEXT CLEARLY OTHERWISE INDICATES, INCLUDE GE
CAPITAL IN ITS INDIVIDUAL CAPACITY AS A LENDER OR ONE OF THE REQUISITE LENDERS
OR REQUISITE REVOLVING LENDERS.
GE CAPITAL, 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, 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.
(H)
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 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 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 THE THIRTY (30) BUSINESS DAY PERIOD
REFERRED TO IN CLAUSE (I) ABOVE, THE RETIRING AGENT, UPON NOTICE TO BORROWER,
SHALL THEN