TO ACT AS
SUCH CONTRACTUAL REPRESENTATIVE UPON THE EXPRESS CONDITIONS CONTAINED IN THIS
ARTICLE X.
NOTWITHSTANDING THE USE OF THE DEFINED TERM "AGENT," IT IS EXPRESSLY
UNDERSTOOD AND AGREED THAT THE AGENT SHALL NOT HAVE ANY FIDUCIARY
RESPONSIBILITIES TO ANY LENDER BY REASON OF THIS AGREEMENT OR ANY OTHER LOAN
DOCUMENT AND THAT
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THE 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
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 AGENT ON ANY
AGENCY THEORY OR ANY OTHER THEORY OF LIABILITY FOR BREACH OF FIDUCIARY DUTY, ALL
OF WHICH CLAIMS EACH LENDER HEREBY WAIVES.
10.2
POWERS.
THE AGENT SHALL HAVE AND MAY EXERCISE
SUCH POWERS UNDER THE LOAN DOCUMENTS AS ARE SPECIFICALLY DELEGATED TO THE AGENT
BY THE TERMS OF EACH THEREOF, TOGETHER WITH SUCH POWERS AS ARE REASONABLY
INCIDENTAL THERETO.
THE 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 AGENT.
10.3
GENERAL IMMUNITY.
NEITHER THE 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 MISCONDUCT OF SUCH PERSON.
10.4
NO RESPONSIBILITY FOR LOANS, RECITALS, ETC.
NEITHER THE AGENT NOR ANY OF ITS DIRECTORS, OFFICERS, AGENTS OR EMPLOYEES SHALL
BE RESPONSIBLE FOR OR HAVE ANY DUTY TO ASCERTAIN, INQUIRE INTO, OR VERIFY
(A) ANY STATEMENT, WARRANTY OR REPRESENTATION MADE IN CONNECTION WITH ANY LOAN
DOCUMENT OR ANY BORROWING HEREUNDER; (B) THE PERFORMANCE OR OBSERVANCE OF ANY OF
THE COVENANTS OR AGREEMENTS OF ANY OBLIGOR UNDER ANY LOAN DOCUMENT, INCLUDING,
WITHOUT LIMITATION, ANY AGREEMENT BY AN OBLIGOR TO FURNISH INFORMATION DIRECTLY
TO EACH LENDER; (C) THE SATISFACTION OF ANY CONDITION SPECIFIED IN ARTICLE IV,
EXCEPT RECEIPT OF ITEMS REQUIRED TO BE DELIVERED SOLELY TO THE AGENT; (D) THE
EXISTENCE OR POSSIBLE EXISTENCE OF ANY DEFAULT OR UNMATURED DEFAULT; (E) THE
VALIDITY, ENFORCEABILITY, EFFECTIVENESS, SUFFICIENCY OR GENUINENESS OF ANY LOAN
DOCUMENT OR ANY OTHER INSTRUMENT OR WRITING FURNISHED IN CONNECTION THEREWITH;
(F) THE VALUE, SUFFICIENCY, CREATION, PERFECTION