BY BORROWER AS HAVING
BEEN PREPARED BY BORROWER IN COMPLIANCE WITH THE REPRESENTATIONS CONTAINED IN
SECTION 3.5.
AGENT SHALL MAINTAIN, ON BEHALF OF BORROWER, 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.
BORROWER, 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.
(D)
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 BORROWER
NOR ANY OTHER CREDIT PARTY SHALL HAVE ANY RIGHTS AS A THIRD PARTY BENEFICIARY OF
ANY OF THE PROVISIONS
58
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 BORROWER 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
THEREIN.
EACH LENDER SHALL MAKE ITS OWN INDEPENDENT INVESTIGATION OF THE
FINANCIAL CONDITION