THE CO-LENDING AGREEMENT
(WHICH WOULD ENTITLE THE CO-LENDERS TO REPLACE AGENT), BORROWER SHALL HAVE THE
RIGHT TO APPROVE ANY REPLACEMENT OR SUCCESSOR AGENT, WHICH SUCH APPROVAL SHALL
NOT BE UNREASONABLY WITHHELD OR DELAYED. LENDER ACKNOWLEDGES THAT LENDER, AS
AGENT, SHALL RETAIN THE EXCLUSIVE RIGHT TO GRANT ALL APPROVALS AND GIVE CONSENTS
WITH RESPECT TO THE OPERATING BUDGETS REQUIRED TO BE DELIVERED HEREUNDER AND
WITH RESPECT TO MATTERS CONCERNING THE ESTABLISHMENT AND ADMINISTRATION OF THE
ACCOUNTS. EXCEPT AS OTHERWISE PROVIDED HEREIN, BORROWER SHALL HAVE NO OBLIGATION
TO RECOGNIZE OR DEAL DIRECTLY WITH ANY CO-LENDER, AND NO CO-LENDER SHALL HAVE
ANY RIGHT TO DEAL DIRECTLY WITH BORROWER WITH RESPECT TO THE RIGHTS, BENEFITS
AND OBLIGATIONS OF BORROWER UNDER THIS AGREEMENT, THE LOAN DOCUMENTS OR ANY ONE
OR MORE DOCUMENTS OR INSTRUMENTS IN RESPECT THEREOF. BORROWER MAY RELY
CONCLUSIVELY ON THE ACTIONS OF LENDER AS AGENT TO BIND LENDER AND THE
CO-LENDERS, NOTWITHSTANDING THAT THE PARTICULAR ACTION IN QUESTION MAY, PURSUANT
TO THIS AGREEMENT OR THE CO-LENDING AGREEMENT BE SUBJECT TO THE CONSENT OR
DIRECTION OF SOME OR ALL OF THE CO-LENDERS. LENDER MAY RESIGN AS AGENT OF THE
CO-LENDERS, IN ITS SOLE DISCRETION OR IF REQUIRED TO BY THE CO-LENDERS IN
ACCORDANCE WITH THE TERM OF THE CO-LENDING AGREEMENT, IN EACH CASE WITHOUT THE
CONSENT OF BORROWER. UPON ANY SUCH RESIGNATION, A SUCCESSOR AGENT SHALL BE
DETERMINED PURSUANT TO THE TERMS OF THE CO-LENDING AGREEMENT. THE TERM AGENT
SHALL MEAN ANY SUCCESSOR AGENT.
(E)
NOTWITHSTANDING ANY PROVISION TO THE CONTRARY IN THIS AGREEMENT,
THE AGENT SHALL NOT HAVE ANY DUTIES OR RESPONSIBILITIES EXCEPT THOSE EXPRESSLY
SET FORTH HEREIN (AND IN THE CO-LENDING AGREEMENT) AND NO COVENANTS, FUNCTIONS,
RESPONSIBILITIES, DUTIES, OBLIGATIONS OR LIABILITIES OF AGENT SHALL BE IMPLIED
BY OR INFERRED FROM THIS AGREEMENT, THE CO-LENDING AGREEMENT, OR ANY OTHER LOAN
DOCUMENT, OR OTHERWISE EXIST AGAINST AGENT.
(F)
EXCEPT TO THE EXTENT ITS OBLIGATIONS HEREUNDER AND ITS INTEREST
IN THE LOAN HAVE BEEN ASSIGNED PURSUANT TO ONE OR MORE ASSIGNMENTS AND
ASSUMPTION, LENDER, AS AGENT, SHALL HAVE THE SAME RIGHTS AND POWERS UNDER THIS
AGREEMENT AS ANY OTHER CO-LENDER AND MAY EXERCISE THE SAME AS THOUGH IT WERE NOT
AGENT, RESPECTIVELY. THE TERM "CO-LENDER" OR "CO-LENDERS" SHALL, UNLESS
OTHERWISE EXPRESSLY INDICATED, INCLUDE LENDER IN ITS INDIVIDUAL CAPACITY. LENDER
AND THE OTHER CO-LENDERS AND THEIR RESPECTIVE AFFILIATES MAY ACCEPT DEPOSITS
FROM, LEND MONEY TO, ACT AS TRUSTEE UNDER INDENTURES OF, AND GENERALLY ENGAGE IN
ANY KIND OF BUSINESS WITH, BORROWER, OR ANY AFFILIATE OF BORROWER AND ANY PERSON
WHO MAY DO BUSINESS WITH OR OWN SECURITIES OF BORROWER OR ANY AFFILIATE OF
BORROWER, ALL AS IF THEY WERE NOT SERVING IN SUCH CAPACITIES HEREUNDER AND
WITHOUT ANY DUTY TO ACCOUNT THEREFOR TO EACH OTHER.
(G)
IF REQUIRED BY ANY CO-LENDER, BORROWER HEREBY AGREES TO EXECUTE
SUPPLEMENTAL NOTES IN THE PRINCIPAL AMOUNT OF SUCH CO-LENDER'S PRO RATA SHARE OF
THE LOAN IN THE SAME FORM OF THE NOTE (PROVIDED ANY SUCH SUPPLEMENTAL NOTE OR
NOTES DO NOT REPRESENT ANY NEW OR ADDITIONAL INDEBTEDNESS), AND SUCH