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.
10.2
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.
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10.3
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 (I) 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 FOR ITS OR THEIR OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT; OR
(II) ANY DETERMINATION BY THE ADMINISTRATIVE AGENT THAT COMPLIANCE WITH ANY LAW
OR ANY GOVERNMENTAL OR QUASI-GOVERNMENTAL RULE, REGULATION, ORDER, POLICY,
GUIDELINE OR DIRECTIVE (WHETHER OR NOT HAVING THE FORCE OF LAW) REQUIRES THE
ADVANCES AND COMMITMENTS HEREUNDER TO BE CLASSIFIED AS BEING PART OF A "HIGHLY
LEVERAGED TRANSACTION".
10.4
NO RESPONSIBILITY FOR LOANS, RECITALS, ETC.
NEITHER THE
ADMINISTRATIVE AGENT NOR ANY OF ITS DIRECTORS, OFFICERS, AGENTS OR EMPLOYEES
SHALL BE RESPONSIBLE FOR OR HAVE ANY DUTY TO ASCERTAIN, INQUIRE INTO, OR VERIFY
(I) ANY STATEMENT, WARRANTY OR REPRESENTATION MADE IN CONNECTION WITH ANY LOAN
DOCUMENT OR ANY BORROWING HEREUNDER; (II) 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; (III) THE SATISFACTION OF ANY CONDITION
SPECIFIED IN ARTICLE IV, EXCEPT RECEIPT OF ITEMS REQUIRED TO BE DELIVERED TO THE
ADMINISTRATIVE AGENT; (IV) THE VALIDITY, EFFECTIVENESS OR GENUINENESS OF ANY
LOAN DOCUMENT OR ANY OTHER INSTRUMENT OR WRITING FURNISHED IN CONNECTION
THEREWITH; (V) THE VALUE, SUFFICIENCY, CREATION, PERFECTION, OR PRIORITY OF ANY
INTEREST IN ANY COLLATERAL SECURITY; OR (VI) THE FINANCIAL CONDITION OF THE
BORROWER OR ANY SUBSIDIARY GUARANTOR.
EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED
HEREIN, THE ADMINISTRATIVE AGENT SHALL HAVE NO DUTY TO DISCLOSE TO THE LENDERS
INFORMATION THAT IS NOT REQUIRED TO BE FURNISHED BY THE BORROWER TO