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.
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 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 ANY
AGREEMENT BY AN OBLIGOR TO FURNISH INFORMATION DIRECTLY TO EACH LENDER; (C) THE
SATISFACTION OF ANY CONDITION SPECIFIED IN ARTICLE 4, 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
54
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 SECURITY; OR (G) THE FINANCIAL CONDITION OF THE BORROWER OR ANY
GUARANTOR OF ANY OF THE OBLIGATIONS OR OF ANY OF THE BORROWER'S OR ANY SUCH
GUARANTOR'S RESPECTIVE SUBSIDIARIES.
THE ADMINISTRATIVE AGENT SHALL HAVE NO
DUTY TO DISCLOSE TO THE LENDERS INFORMATION THAT IS NOT REQUIRED TO BE FURNISHED
BY THE BORROWER TO THE ADMINISTRATIVE AGENT AT SUCH TIME, BUT IS VOLUNTARILY
FURNISHED BY THE BORROWER TO THE ADMINISTRATIVE AGENT (EITHER IN ITS CAPACITY AS
ADMINISTRATIVE AGENT OR IN ITS INDIVIDUAL CAPACITY).
10.5
ACTION ON INSTRUCTIONS OF LENDERS.
THE ADMINISTRATIVE AGENT SHALL IN ALL
CASES BE FULLY PROTECTED IN ACTING, OR IN REFRAINING FROM ACTING, HEREUNDER AND
UNDER ANY OTHER LOAN DOCUMENT IN ACCORDANCE WITH WRITTEN INSTRUCTIONS SIGNED