(C) 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 FACILITY 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.
11.2
POWERS.
THE AGENT SHALL
HAVE AND MAY EXERCISE SUCH POWERS UNDER THE FACILITY 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 FACILITY
DOCUMENTS TO BE TAKEN BY THE AGENT.
11.3
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 FACILITY 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.
11.4
NO RESPONSIBILITY FOR
REVOLVING CREDIT 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 FACILITY DOCUMENT OR ANY BORROWING
HEREUNDER; (B) THE PERFORMANCE OR OBSERVANCE OF ANY OF THE COVENANTS OR
AGREEMENTS OF ANY OBLIGOR UNDER ANY FACILITY 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 V, 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 FACILITY
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 AGENT SHALL HAVE NO DUTY TO DISCLOSE
TO THE LENDERS INFORMATION THAT IS NOT REQUIRED TO BE FURNISHED BY THE BORROWER
TO THE AGENT AT SUCH TIME, BUT IS VOLUNTARILY FURNISHED BY THE BORROWER TO THE
AGENT (EITHER IN ITS CAPACITY AS AGENT OR IN ITS INDIVIDUAL CAPACITY).
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11.5
ACTION ON INSTRUCTIONS OF
LENDERS.
THE AGENT SHALL IN ALL CASES BE FULLY PROTECTED IN ACTING, OR IN
REFRAINING FROM ACTING, HEREUNDER AND UNDER ANY OTHER FACILITY DOCUMENT IN
ACCORDANCE WITH WRITTEN INSTRUCTIONS SIGNED BY THE REQUIRED LENDERS, AND SUCH