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 HOLDINGS
NOR ANY OF ITS SUBSIDIARIES 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 HOLDINGS OR ANY OF ITS SUBSIDIARIES.
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
THEREIN.
EACH LENDER SHALL MAKE ITS OWN INDEPENDENT INVESTIGATION OF THE
FINANCIAL CONDITION AND AFFAIRS OF EACH CREDIT PARTY IN CONNECTION WITH THE
EXTENSION OF CREDIT HEREUNDER AND SHALL MAKE ITS OWN APPRAISAL OF THE
CREDITWORTHINESS OF EACH CREDIT PARTY, AND AGENT SHALL HAVE NO DUTY OR
RESPONSIBILITY, EITHER INITIALLY OR ON A CONTINUING BASIS, TO PROVIDE ANY LENDER
WITH ANY CREDIT OR
57
other information with respect thereto (other than as expressly required
herein).
Agent shall promptly forward to the Lenders all financial statements
and other such other documents as expressly provided for herein; provided that
Agent shall have no liability to any Lender for any failure to deliver such
information to any Lender.
If Agent seeks the consent or approval of any
Lenders to the taking or refraining from taking any action hereunder, then Agent
shall send notice thereof to each Lender.
Agent shall promptly notify each
Lender any time that the Requisite Lenders or Requisite Revolving Lenders have
instructed Agent to act or refrain from acting pursuant hereto.
(C)
RIGHTS, EXCULPATION, ETC.
NEITHER AGENT
NOR ANY OF ITS OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS SHALL BE LIABLE TO ANY
LENDER FOR ANY ACTION TAKEN OR OMITTED BY THEM HEREUNDER OR UNDER ANY OF THE
LOAN DOCUMENTS, OR IN CONNECTION HEREWITH