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
60
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 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 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 AGENT.
(H)
COLLATERAL MATTERS.
(I)
RELEASE OF COLLATERAL.
LENDERS HEREBY
IRREVOCABLY AUTHORIZE AGENT, AT ITS OPTION AND