A
"REPRESENTATIVE" OF THE HOLDERS OF SECURED OBLIGATIONS WITHIN THE MEANING OF THE
TERM "SECURED PARTY" AS DEFINED IN THE KENTUCKY 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, FOR ITSELF AND ON BEHALF OF ITS AFFILIATES AS
HOLDERS OF SECURED OBLIGATIONS, 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 HOLDER OF SECURED OBLIGATIONS
HEREBY WAIVES.
EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE ADMINISTRATIVE AGENT
SHALL NOT HAVE ANY DUTY TO DISCLOSE, AND SHALL NOT BE LIABLE FOR THE FAILURE TO
DISCLOSE, ANY INFORMATION RELATING TO THE BORROWER OR ANY OTHER CREDIT PARTY
THAT IS COMMUNICATED TO OR OBTAINED BY THE BANK SERVING AS ADMINISTRATIVE AGENT
OR ANY OF ITS AFFILIATES IN ANY CAPACITY.
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 OR FIDUCIARY DUTIES TO THE LENDERS, OR ANY OBLIGATION TO THE
LENDERS TO TAKE ANY ACTION
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THEREUNDER EXCEPT ANY ACTION SPECIFICALLY PROVIDED BY THE LOAN DOCUMENTS TO BE
TAKEN BY THE ADMINISTRATIVE AGENT.
10.3.
GENERAL IMMUNITY.
NEITHER THE ADMINISTRATIVE AGENT NOR ANY OF ITS
DIRECTORS, OFFICERS, AGENTS OR EMPLOYEES SHALL BE LIABLE TO THE BORROWER, OR ANY
LENDER OR HOLDER OF SECURED OBLIGATIONS 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
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
(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 ADMINISTRATIVE
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 OR
PRIORITY OF ANY LIEN IN ANY COLLATERAL; OR (G) THE FINANCIAL CONDITION OF THE
BORROWER