identification
number, business address, and other information that will allow Administrative
Agent and the Lenders to identify the Borrower.
The Administrative Agent and
the Lenders may also ask, if the Borrower is an individual, to see the
Borrower's driver's license or other identifying documents, and, if the Borrower
is not an individual, to see the Borrower's legal organizational documents or
other identifying documents.
ARTICLE XI
THE ADMINISTRATIVE AGENT
11.1
APPOINTMENT; NATURE OF RELATIONSHIP.
BANK ONE, NA IS HEREBY
APPOINTED BY EACH OF THE LENDERS AS ITS CONTRACTUAL REPRESENTATIVE (HEREIN
REFERRED TO AS THE "ADMINISTRATIVE AGENT") HEREUNDER AND UNDER EACH OTHER LOAN
DOCUMENT, AND EACH OF THE LENDERS IRREVOCABLY AUTHORIZES THE ADMINISTRATIVE
AGENT TO ACT AS THE CONTRACTUAL REPRESENTATIVE OF SUCH LENDER WITH THE RIGHTS
AND DUTIES EXPRESSLY SET FORTH HEREIN AND IN THE OTHER LOAN DOCUMENTS.
THE
ADMINISTRATIVE AGENT AGREES TO ACT AS SUCH CONTRACTUAL REPRESENTATIVE UPON THE
EXPRESS CONDITIONS CONTAINED IN THIS ARTICLE XI.
NOTWITHSTANDING THE USE OF THE
DEFINED TERM "ADMINISTRATIVE AGENT," IT IS EXPRESSLY UNDERSTOOD AND AGREED THAT
THE ADMINISTRATIVE AGENT SHALL NOT HAVE ANY FIDUCIARY RESPONSIBILITIES TO ANY
LENDER BY REASON OF THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AND THAT THE
ADMINISTRATIVE AGENT IS MERELY ACTING AS THE CONTRACTUAL REPRESENTATIVE OF THE
LENDERS WITH ONLY THOSE DUTIES AS ARE EXPRESSLY SET FORTH IN THIS AGREEMENT AND
THE OTHER LOAN DOCUMENTS.
IN ITS CAPACITY AS THE LENDERS' CONTRACTUAL
REPRESENTATIVE, THE ADMINISTRATIVE AGENT (I) DOES NOT HEREBY ASSUME ANY
FIDUCIARY DUTIES TO ANY OF THE LENDERS, (II) IS A "REPRESENTATIVE" OF THE
LENDERS WITHIN THE MEANING OF THE TERM "SECURED PARTY" AS DEFINED IN THE
ILLINOIS UNIFORM COMMERCIAL CODE AND (III) IS ACTING AS AN INDEPENDENT
CONTRACTOR, THE RIGHTS AND DUTIES OF WHICH ARE LIMITED TO THOSE EXPRESSLY SET
FORTH IN THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS.
EACH OF THE LENDERS
HEREBY AGREES TO ASSERT NO CLAIM AGAINST THE ADMINISTRATIVE AGENT ON ANY AGENCY
THEORY OR ANY OTHER THEORY OF LIABILITY FOR BREACH OF FIDUCIARY DUTY, ALL OF
WHICH CLAIMS EACH LENDER HEREBY WAIVES.
57
11.2
POWERS.
THE ADMINISTRATIVE AGENT SHALL HAVE AND MAY EXERCISE SUCH
POWERS UNDER THE LOAN DOCUMENTS AS ARE SPECIFICALLY DELEGATED TO THE
ADMINISTRATIVE AGENT BY THE TERMS OF EACH THEREOF, TOGETHER WITH SUCH POWERS AS
ARE REASONABLY INCIDENTAL THERETO.
THE ADMINISTRATIVE AGENT SHALL HAVE NO
IMPLIED DUTIES TO THE LENDERS, OR ANY OBLIGATION TO THE LENDERS TO TAKE ANY
ACTION THEREUNDER EXCEPT ANY ACTION SPECIFICALLY PROVIDED BY THE LOAN DOCUMENTS
TO BE TAKEN BY THE ADMINISTRATIVE AGENT.
11.3
GENERAL IMMUNITY.
NEITHER THE ADMINISTRATIVE AGENT NOR ANY OF ITS
DIRECTORS, OFFICERS, AGENTS OR EMPLOYEES SHALL BE LIABLE TO THE BORROWER, THE
LENDERS OR ANY LENDER FOR ANY ACTION TAKEN OR OMITTED TO BE TAKEN BY IT OR THEM
HEREUNDER OR UNDER ANY OTHER LOAN DOCUMENT OR IN CONNECTION HEREWITH OR
THEREWITH EXCEPT TO THE EXTENT SUCH ACTION OR INACTION IS DETERMINED IN A FINAL
NON-APPEALABLE JUDGMENT BY A COURT OF COMPETENT JURISDICTION TO HAVE ARISEN FROM
THE GROSS NEGLIGENCE OR WILLFUL