INCLUDED IN SUCH MATERIALS, EXCEPT THAT ANY PROJECTIONS
DELIVERED BY BORROWERS SHALL ONLY BE CERTIFIED BY BORROWERS AS HAVING BEEN
PREPARED BY BORROWERS IN COMPLIANCE WITH THE REPRESENTATIONS CONTAINED IN
SECTION 3.5.
AGENT SHALL MAINTAIN, ON BEHALF OF BORROWERS, IN ITS OFFICES
LOCATED AT NEW YORK, NEW YORK A "REGISTER" FOR RECORDING THE NAME, ADDRESS,
COMMITMENT AND LOANS OWING TO EACH LENDER.
THE ENTRIES IN SUCH REGISTER SHALL
BE CONCLUSIVE EVIDENCE OF THE AMOUNTS DUE AND OWING TO EACH LENDER IN THE
ABSENCE OF MANIFEST ERROR.
BORROWERS, AGENT AND EACH LENDER MAY TREAT EACH
PERSON WHOSE NAME IS RECORDED IN SUCH REGISTER PURSUANT TO THE TERMS HEREOF AS A
LENDER FOR ALL PURPOSES OF THIS AGREEMENT.
THE REGISTER DESCRIBED HEREIN SHALL
BE AVAILABLE FOR INSPECTION BY BORROWER AND ANY LENDER, AT ANY REASONABLE TIME
UPON REASONABLE PRIOR NOTICE.
(E)
A LENDER MAY FURNISH ANY INFORMATION CONCERNING CREDIT PARTIES IN
THE POSSESSION OF SUCH LENDER FROM TIME TO TIME TO ASSIGNEES AND PARTICIPANTS
(INCLUDING PROSPECTIVE ASSIGNEES AND PARTICIPANTS); PROVIDED THAT SUCH LENDER
SHALL OBTAIN FROM ASSIGNEES OR PARTICIPANTS CONFIDENTIALITY COVENANTS
SUBSTANTIALLY EQUIVALENT TO THOSE CONTAINED IN SECTION 9.13.
8.2.
AGENT.
(A)
APPOINTMENT.
EACH LENDER HEREBY DESIGNATES AND APPOINTS GE
CAPITAL AS ITS AGENT UNDER THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS, AND EACH
LENDER HEREBY IRREVOCABLY AUTHORIZES AGENT TO EXECUTE AND DELIVER THE COLLATERAL
DOCUMENTS AND TO TAKE SUCH ACTION OR TO REFRAIN FROM TAKING SUCH ACTION ON ITS
BEHALF UNDER THE PROVISIONS OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS AND
TO EXERCISE SUCH POWERS AS ARE SET FORTH HEREIN OR THEREIN, TOGETHER WITH SUCH
OTHER POWERS AS ARE REASONABLY INCIDENTAL THERETO.
AGENT IS AUTHORIZED AND
EMPOWERED TO AMEND, MODIFY, OR WAIVE ANY PROVISIONS OF THIS AGREEMENT OR THE
OTHER LOAN DOCUMENTS ON BEHALF OF LENDERS SUBJECT TO THE REQUIREMENT THAT
CERTAIN OF LENDERS' CONSENT BE OBTAINED IN CERTAIN INSTANCES AS PROVIDED IN THIS
SECTION 8.2 AND SECTION 9.2.
THE PROVISIONS OF THIS SECTION 8.2 ARE SOLELY FOR
THE BENEFIT OF AGENT AND LENDERS AND NEITHER BORROWERS NOR ANY OTHER CREDIT
PARTY SHALL HAVE ANY RIGHTS AS A THIRD PARTY BENEFICIARY OF ANY OF THE
PROVISIONS HEREOF.
IN PERFORMING ITS FUNCTIONS AND DUTIES UNDER THIS AGREEMENT,
AGENT SHALL ACT SOLELY AS AGENT OF LENDERS AND DOES NOT ASSUME AND SHALL NOT BE
DEEMED TO HAVE ASSUMED ANY OBLIGATION TOWARD OR RELATIONSHIP OF AGENCY OR TRUST
WITH OR FOR BORROWERS OR ANY OTHER CREDIT PARTY.
AGENT MAY PERFORM ANY OF ITS
DUTIES HEREUNDER, OR UNDER THE LOAN DOCUMENTS, BY OR THROUGH ITS AGENTS OR
EMPLOYEES.
(B)
NATURE OF DUTIES.
THE DUTIES OF AGENT SHALL BE MECHANICAL AND
ADMINISTRATIVE IN NATURE.
AGENT SHALL NOT HAVE BY REASON OF THIS AGREEMENT A
FIDUCIARY RELATIONSHIP IN RESPECT OF ANY LENDER.
NOTHING IN THIS AGREEMENT OR
ANY OF THE LOAN DOCUMENTS, EXPRESS OR IMPLIED, IS INTENDED TO OR SHALL BE
CONSTRUED TO IMPOSE UPON AGENT ANY OBLIGATIONS IN RESPECT OF THIS AGREEMENT OR
ANY OF THE LOAN DOCUMENTS EXCEPT AS EXPRESSLY SET FORTH HEREIN OR