AGREEMENT AND THE OTHER LOAN DOCUMENTS WILL BE CUMULATIVE AND NOT EXCLUSIVE OF
ANY OTHER RIGHT OR REMEDY THAT AGENT OR ANY LENDER MAY HAVE.
15.
AGENT; THE LENDER GROUP.
15.1
APPOINTMENT AND AUTHORIZATION OF AGENT. EACH LENDER HEREBY
DESIGNATES AND APPOINTS GVECR AS ITS REPRESENTATIVE UNDER THIS AGREEMENT AND THE
OTHER LOAN DOCUMENTS AND EACH LENDER HEREBY IRREVOCABLY AUTHORIZES AGENT TO
EXECUTE AND DELIVER EACH OF THE OTHER LOAN DOCUMENTS ON ITS BEHALF AND TO TAKE
SUCH OTHER ACTION ON ITS BEHALF UNDER THE PROVISIONS OF THIS AGREEMENT AND EACH
OTHER LOAN DOCUMENT AND TO EXERCISE SUCH POWERS AND PERFORM SUCH DUTIES AS ARE
EXPRESSLY DELEGATED TO AGENT BY THE TERMS OF THIS AGREEMENT OR ANY OTHER LOAN
DOCUMENT, TOGETHER WITH SUCH POWERS AS ARE REASONABLY INCIDENTAL THERETO. AGENT
AGREES TO ACT AS SUCH ON THE EXPRESS CONDITIONS CONTAINED IN THIS SECTION 15.
THE PROVISIONS OF THIS SECTION 15 (OTHER THAN SECTION 15.11) ARE SOLELY FOR THE
BENEFIT OF AGENT, AND THE LENDERS, AND BORROWERS AND THEIR SUBSIDIARIES SHALL
HAVE NO RIGHTS AS A THIRD PARTY BENEFICIARY OF ANY OF THE PROVISIONS CONTAINED
HEREIN. ANY PROVISION TO THE CONTRARY CONTAINED ELSEWHERE IN THIS AGREEMENT OR
IN ANY OTHER LOAN DOCUMENT NOTWITHSTANDING, AGENT SHALL NOT HAVE ANY DUTIES OR
RESPONSIBILITIES, EXCEPT THOSE EXPRESSLY SET FORTH HEREIN, NOR SHALL AGENT HAVE
OR BE DEEMED TO HAVE ANY FIDUCIARY RELATIONSHIP WITH ANY LENDER, AND NO IMPLIED
COVENANTS, FUNCTIONS, RESPONSIBILITIES, DUTIES, OBLIGATIONS OR LIABILITIES SHALL
BE READ INTO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR OTHERWISE EXIST
AGAINST AGENT; IT BEING EXPRESSLY UNDERSTOOD AND AGREED THAT THE USE OF THE WORD
"AGENT" IS FOR CONVENIENCE ONLY, THAT GVECR IS MERELY THE REPRESENTATIVE OF THE
LENDERS, AND ONLY HAS THE CONTRACTUAL DUTIES SET FORTH HEREIN. EXCEPT AS
EXPRESSLY OTHERWISE PROVIDED IN THIS AGREEMENT, AGENT SHALL HAVE AND MAY USE ITS
SOLE DISCRETION WITH RESPECT TO EXERCISING OR
54
REFRAINING FROM EXERCISING ANY DISCRETIONARY RIGHTS OR TAKING OR REFRAINING FROM
TAKING ANY ACTIONS THAT AGENT EXPRESSLY IS ENTITLED TO TAKE OR ASSERT UNDER OR
PURSUANT TO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS. WITHOUT LIMITING THE
GENERALITY OF THE FOREGOING, OR OF ANY OTHER PROVISION OF THE LOAN DOCUMENTS
THAT PROVIDES RIGHTS OR POWERS TO AGENT, LENDERS AGREE THAT AGENT SHALL HAVE THE
RIGHT TO EXERCISE THE FOLLOWING POWERS AS LONG AS THIS AGREEMENT REMAINS IN
EFFECT:
(A) MAINTAIN, IN ACCORDANCE WITH ITS CUSTOMARY BUSINESS PRACTICES,
LEDGERS AND RECORDS REFLECTING THE STATUS OF THE OBLIGATIONS, THE COLLATERAL,
THE COLLECTIONS OF BORROWERS AND THEIR SUBSIDIARIES, AND RELATED MATTERS, (B)
EXECUTE OR FILE ANY AND ALL FINANCING OR SIMILAR STATEMENTS OR NOTICES,
AMENDMENTS, RENEWALS, SUPPLEMENTS, DOCUMENTS, INSTRUMENTS, PROOFS OF CLAIM,
NOTICES AND OTHER WRITTEN AGREEMENTS WITH RESPECT TO THE LOAN DOCUMENTS, (C)
MAKE PORTIONS OF THE LOANS, FOR ITSELF OR ON BEHALF OF LENDERS AS PROVIDED IN
THE LOAN DOCUMENTS, (D) EXCLUSIVELY RECEIVE, APPLY, AND DISTRIBUTE THE
COLLECTIONS OF BORROWERS AND THEIR SUBSIDIARIES AS PROVIDED IN THE LOAN
DOCUMENTS, (E) OPEN AND MAINTAIN SUCH BANK