SET FORTH
IN THIS AGREEMENT AND THE SECURITY AGREEMENT AND MORTGAGES, AS THE CASE MAY BE.
IN ITS CAPACITY AS THE SECURED CREDITORS' CONTRACTUAL REPRESENTATIVE, NO
COLLATERAL AGENT ASSUMES ANY FIDUCIARY DUTIES TO ANY OF THE SECURED CREDITORS
AND EACH IS ACTING AS AN INDEPENDENT CONTRACTOR, THE RIGHTS AND DUTIES OF WHICH
ARE LIMITED TO THOSE EXPRESSLY SET FORTH IN THIS AGREEMENT AND THE SECURITY
AGREEMENT AND MORTGAGES, AS THE CASE MAY BE.
EACH PARTY
12
HERETO, FOR ITSELF AND ON BEHALF OF THE RELEVANT SECURED CREDITORS HEREBY AGREES
NOT TO ASSERT A CLAIM AGAINST A COLLATERAL AGENT ON ANY AGENCY THEORY OR ANY
OTHER THEORY OF LIABILITY FOR BREACH OF FIDUCIARY DUTY, ALL OF WHICH CLAIMS EACH
PARTY HERETO, ON BEHALF OF EACH SECURED CREDITOR, HEREBY WAIVES.
IN ADDITION,
NO COLLATERAL AGENT SHALL HAVE ANY IMPLIED DUTIES TO ANY SECURED CREDITOR OR ANY
OBLIGATION TO ANY SECURED CREDITOR TO TAKE ANY ACTION HEREUNDER OR UNDER THE
SECURITY AGREEMENT OR MORTGAGE, EXCEPT ANY ACTION SPECIFICALLY PROVIDED HEREIN
OR THEREIN TO BE TAKEN BY SUCH COLLATERAL AGENT.
SECTION 11.
NOTICES OF DEFAULT AND OF PAYMENT IN FULL OF
INDEBTEDNESS.
EACH PARTY HERETO AGREES TO USE REASONABLE EFFORTS TO GIVE TO THE
OTHERS COPIES OF ANY WRITTEN NOTICES OF DEFAULT, TERMINATION, DEMAND FOR
PAYMENT, REDEMPTION, ACCELERATION, FORECLOSURE, EXERCISE OF REMEDIES AND ANY
OTHER WRITTEN NOTICE OF A LIKE NATURE, WHICH MAY BE GIVEN UNDER OR PURSUANT TO
THE TERMS OF ANY OF THE APPLICABLE LOAN DOCUMENTS OR THE SENIOR SECURED NOTES
INDENTURE AND OF ANY NOTICE CONTEMPLATED UNDER THE DEFINITION OF THE TERM "FULLY
PAID" HEREIN, IN EACH CASE CONCURRENTLY WITH, OR AS SOON AS PRACTICABLE AFTER,
THE GIVING OF SUCH NOTICE TO SUCH PARTY; PROVIDED, HOWEVER, THAT NO FAILURE OF
ANY PARTY TO GIVE A COPY OF ANY SUCH NOTICE AS PROVIDED HEREIN SHALL IN ANY
EVENT AFFECT THE VALIDITY OR EFFECTIVENESS OF THE NOTICE OR RENDER THE PARTY
LIABLE TO ANY OTHER PARTY IN ANY RESPECT OR RELIEVE ANY PARTY OF ITS OBLIGATIONS
AND AGREEMENTS CONTAINED HEREIN; PROVIDED, FURTHER, HOWEVER, THAT IN NO EVENT
SHALL THIS SECTION 11 REQUIRE THE DELIVERY OF ANY NOTICES TO BORROWER.
SECTION 12.
NOTICES.
ALL NOTICES AND COMMUNICATIONS HEREUNDER SHALL
BE SENT OR DELIVERED BY MAIL, TELECOPIER OR OVERNIGHT COURIER SERVICE AND ALL
SUCH NOTICES AND COMMUNICATIONS SHALL (I) IN THE CASE OF A NOTICE OR
COMMUNICATION SENT BY MAIL, BE EFFECTIVE THREE BUSINESS DAYS FOLLOWING DEPOSIT
WITH PROPER PREPAID POSTAGE IN THE MAIL; (II) IN THE CASE OF A NOTICE OR
COMMUNICATION SENT BY TELECOPIER, BE EFFECTIVE WHEN SENT, PROVIDED APPROPRIATE
CONFIRMATION IS RECEIVED BY THE SENDER; AND (III) IN THE CASE OF A NOTICE OR
COMMUNICATION SENT BY OVERNIGHT COURIER, BE EFFECTIVE ON THE DATE OF DELIVERY.
ALL NOTICES, REQUESTS, DEMANDS OR OTHER COMMUNICATIONS SHALL BE IN WRITING AND
ADDRESSED AS FOLLOWS:
(i)
If to the Bank and Note Collateral Agent, Mortgagee or
Administrative Agent:
Deutsche Bank AG New York Branch
60 Wall Street, 2nd Floor
NYC60 - 0219
New York, New