IS A "REPRESENTATIVE" OF THE LENDERS WITHIN
THE MEANING OF SECTION 9-102 OF THE 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, 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
WAIVES.
11.2
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 HEREUNDER OR UNDER ANY OF THE OTHER LOAN
DOCUMENTS EXCEPT ANY ACTION SPECIFICALLY PROVIDED BY THE LOAN DOCUMENTS REQUIRED
TO BE TAKEN BY THE ADMINISTRATIVE AGENT.
11.3
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 FOUND IN A
FINAL JUDGMENT BY A COURT OF COMPETENT JURISDICTION TO HAVE ARISEN SOLELY FROM
THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SUCH PERSON.
11.4
NO RESPONSIBILITY FOR LOANS, CREDITWORTHINESS,
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; (III) THE SATISFACTION OF ANY CONDITION SPECIFIED IN
ARTICLE V, EXCEPT RECEIPT OF ITEMS REQUIRED TO BE DELIVERED SOLELY TO THE
ADMINISTRATIVE AGENT; (IV) THE EXISTENCE OR POSSIBLE EXISTENCE OF ANY DEFAULT OR
(V) THE VALIDITY, EFFECTIVENESS OR GENUINENESS OF ANY LOAN DOCUMENT OR ANY OTHER
INSTRUMENT OR WRITING FURNISHED IN CONNECTION THEREWITH.
THE ADMINISTRATIVE
AGENT SHALL NOT BE RESPONSIBLE TO ANY LENDER FOR ANY RECITALS, STATEMENTS,
REPRESENTATIONS OR WARRANTIES HEREIN OR IN ANY OF THE OTHER LOAN DOCUMENTS FOR
THE EXECUTION, EFFECTIVENESS, GENUINENESS, VALIDITY, LEGALITY, ENFORCEABILITY,
COLLECTIBILITY, OR SUFFICIENCY OF THIS AGREEMENT OR ANY OF THE OTHER LOAN
DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED THEREBY, OR FOR THE FINANCIAL
CONDITION OF ANY SUBSIDIARY GUARANTOR OF ANY OR ALL OF THE OBLIGATIONS, THE
BORROWER OR ANY OF ITS SUBSIDIARIES.
11.5
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