OF THIS AGREEMENT OR 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 PROMPTLY REIMBURSED BY
BORROWER; PROVIDED, HOWEVER, NO LENDER SHALL BE LIABLE FOR ANY PORTION OF SUCH
LIABILITIES, OBLIGATIONS, LOSSES, DAMAGES, PENALTIES, ACTIONS, JUDGMENTS, SUITS,
COSTS, EXPENSES, ADVANCES OR DISBURSEMENTS RESULTING FROM AGENT'S GROSS
NEGLIGENCE OR WILLFUL MISCONDUCT AS DETERMINED BY A FINAL NON-APPEALABLE
JUDGMENT 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 LENDERS OR REQUISITE
LENDERS, UNTIL SUCH ADDITIONAL INDEMNITY IS FURNISHED.
THE OBLIGATIONS OF
LENDERS UNDER THIS SUBSECTION 9.1(E) SHALL SURVIVE THE PAYMENT IN FULL OF THE
OBLIGATIONS AND THE TERMINATION OF THIS AGREEMENT.
(F)
GE CAPITAL INDIVIDUALLY.
WITH RESPECT TO
ITS COMMITMENTS AND THE LOANS MADE BY IT, 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
TERMS "LENDERS" OR "REQUISITE 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.
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 LOAN PARTY AS IF IT
WERE NOT ACTING AS AGENT PURSUANT HERETO AND WITHOUT ANY DUTY TO ACCOUNT
THEREFOR TO LENDERS.
GE
53
CAPITAL, EITHER DIRECTLY OR THROUGH STRATEGIC AFFILIATIONS, MAY ACCEPT FEES AND
OTHER CONSIDERATION FROM ANY LOAN PARTY FOR SERVICES IN CONNECTION WITH THIS
AGREEMENT OR OTHERWISE WITHOUT HAVING TO ACCOUNT FOR THE SAME TO LENDERS.
EACH
LENDER ACKNOWLEDGES THAT GE CAPITAL HAS PURCHASED CERTAIN EQUITY INTERESTS IN
HOLDINGS AND THE POTENTIAL CONFLICT OF INTEREST OF GE CAPITAL AS AGENT AND AS A
LENDER AND AS A HOLDER OF AN EQUITY INTEREST IN, AND SUBORDINATED INDEBTEDNESS
OF, HOLDINGS AND CONSENTS THERETO.
(G)
SUCCESSOR AGENT.
(1)
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
THE LENDERS.
SUCH RESIGNATION SHALL TAKE EFFECT UPON THE ACCEPTANCE BY A
SUCCESSOR AGENT OF APPOINTMENT AS PROVIDED BELOW.
(2)
APPOINTMENT OF SUCCESSOR.
UPON ANY SUCH
NOTICE OF RESIGNATION PURSUANT TO CLAUSE (G)(1) 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 SAID