PARTICIPANT, TRANSFEREE OR OTHER ASSIGNEE OF ANY LENDER
IRREVOCABLY APPOINTS, DESIGNATES AND AUTHORIZES GE CANADA FINANCE AS AGENT TO
TAKE SUCH ACTIONS OR REFRAIN FROM TAKING SUCH ACTION AS ITS AGENT ON ITS BEHALF
AND TO EXERCISE SUCH POWERS HEREUNDER AND UNDER THE OTHER LOAN DOCUMENTS AS ARE
DELEGATED BY THE TERMS HEREOF AND THEREOF, TOGETHER WITH SUCH POWERS AS ARE
REASONABLY INCIDENTAL THERETO.
NEITHER THE AGENT NOR ANY OF ITS DIRECTORS,
OFFICERS, EMPLOYEES OR AGENTS SHALL BE LIABLE FOR ANY ACTION SO TAKEN.
THE
PROVISIONS OF THIS SUBSECTION 9.1 ARE SOLELY FOR THE BENEFIT OF AGENT AND
LENDERS AND NO LOAN 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 AND THE OTHER LOAN DOCUMENTS, 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 ANY LOAN
PARTY.
AGENT MAY PERFORM ANY OF ITS DUTIES HEREUNDER, OR UNDER THE LOAN
DOCUMENTS, BY OR THROUGH ITS AGENTS OR EMPLOYEES.
FOR THE PURPOSES OF HOLDING
ANY SECURITY GRANTED BY ANY LOAN PARTY PURSUANT TO THE LAWS OF THE PROVINCE OF
QUEBEC, AGENT SHALL BE THE HOLDER OF AN IRREVOCABLE POWER OF ATTORNEY FOR ALL
PRESENT AND FUTURE LENDERS.
BY EXECUTING AN ASSIGNMENT AND ACCEPTANCE
AGREEMENT, ANY FUTURE LENDER SHALL BE DEEMED TO RATIFY THE POWER OF ATTORNEY
GRANTED TO AGENT HEREUNDER.
LENDERS AND EACH LOAN PARTY AGREE THAT
NOTWITHSTANDING SECTION 32 OF "THE ACT RESPECTING THE SPECIAL POWERS OF LEGAL
PERSONS (QUEBEC)", AGENT MAY, AS THE PERSON HOLDING THE POWER OF ATTORNEY OF
LENDERS, ACQUIRE ANY DEBENTURES OR OTHER TITLE OF INDEBTEDNESS SECURED BY ANY
HYPOTHEC GRANTED BY ANY LOAN PARTY TO AGENT PURSUANT TO THE LAWS OF THE PROVINCE
OF QUEBEC.
(B)
NATURE OF DUTIES.
AGENT SHALL HAVE NO DUTIES, OBLIGATIONS OR
RESPONSIBILITIES EXCEPT THOSE EXPRESSLY SET FORTH IN THIS AGREEMENT OR IN THE
LOAN DOCUMENTS.
THE DUTIES OF AGENT SHALL BE MECHANICAL AND ADMINISTRATIVE IN
NATURE.
AGENT SHALL NOT HAVE BY REASON OF THIS AGREEMENT A FIDUCIARY, TRUST OR
AGENCY RELATIONSHIP WITH OR IN RESPECT OF ANY LENDER OR ANY LOAN PARTY.
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
44
THIS AGREEMENT OR ANY OF THE LOAN DOCUMENTS EXCEPT AS EXPRESSLY SET FORTH HEREIN
OR THEREIN.
EACH LENDER SHALL MAKE ITS OWN APPRAISAL OF THE CREDIT WORTHINESS
OF THE LOAN PARTIES, AND SHALL HAVE INDEPENDENTLY TAKEN WHATEVER STEPS IT
CONSIDERS NECESSARY TO EVALUATE THE FINANCIAL CONDITION AND AFFAIRS OF THE LOAN
PARTIES, AND AGENT SHALL HAVE NO DUTY OR RESPONSIBILITY, EITHER INITIALLY OR ON
A CONTINUING BASIS, TO PROVIDE ANY LENDER WITH ANY CREDIT OR OTHER INFORMATION
WITH RESPECT THERETO (OTHER THAN AS EXPRESSLY REQUIRED HEREIN), WHETHER COMING
INTO ITS POSSESSION BEFORE THE CLOSING DATE OR AT ANY