DUTIES AND RESPONSIBILITIES, IF ANY, EXPRESSLY
ASSUMED UNDER THIS AGREEMENT BY ANY ADDITIONAL TITLED AGENT, NO ADDITIONAL
TITLED AGENT, IN SUCH CAPACITY, HAS ANY RIGHTS, POWERS, LIABILITIES, DUTIES OR
RESPONSIBILITIES HEREUNDER OR UNDER ANY OF THE OTHER FINANCING DOCUMENTS.
WITHOUT LIMITING THE FOREGOING, NO ADDITIONAL TITLED AGENT SHALL HAVE NOR BE
DEEMED TO HAVE A FIDUCIARY RELATIONSHIP WITH ANY LENDER.
AT ANY TIME THAT ANY
LENDER SERVING AS AN ADDITIONAL TITLED AGENT SHALL HAVE TRANSFERRED TO ANY OTHER
PERSON (OTHER THAN ANY AFFILIATES) ALL OF ITS INTERESTS IN THE LOANS AND IN THE
REVOLVING LOAN
COMMITMENT, SUCH LENDER SHALL BE DEEMED TO HAVE CONCURRENTLY RESIGNED AS SUCH
ADDITIONAL TITLED AGENT.
NO SUCCESSOR OR REPLACEMENT ADDITIONAL TITLED AGENT
SHALL BE DESIGNATED OR ELECTED TO SERVE UPON THE RESIGNATION OR DEEMED
RESIGNATION BY ANY PERSON OF ITS ROLE AS AN ADDITIONAL TITLED AGENT.
ARTICLE XI
MISCELLANEOUS
SECTION 11.1
SURVIVAL.
ALL AGREEMENTS, REPRESENTATIONS AND WARRANTIES
MADE HEREIN AND IN EVERY OTHER FINANCING DOCUMENT SHALL SURVIVE THE EXECUTION
AND DELIVERY OF THIS AGREEMENT AND THE OTHER FINANCING DOCUMENTS AND THE OTHER
OPERATIVE DOCUMENTS AND THE EXECUTION, SALE AND DELIVERY OF THE NOTES.
THE
INDEMNITIES AND AGREEMENTS SET FORTH IN ARTICLE IX SHALL SURVIVE THE PAYMENT OF
THE OBLIGATIONS AND ANY TERMINATION OF THIS AGREEMENT.
SECTION 11.2
NO WAIVERS.
NO FAILURE OR DELAY BY AGENT OR ANY LENDER
IN EXERCISING ANY RIGHT, POWER OR PRIVILEGE UNDER ANY FINANCING DOCUMENT SHALL
OPERATE AS A WAIVER THEREOF NOR SHALL ANY SINGLE OR PARTIAL EXERCISE THEREOF
PRECLUDE ANY OTHER OR FURTHER EXERCISE THEREOF OR THE EXERCISE OF ANY OTHER
RIGHT, POWER OR PRIVILEGE.
THE RIGHTS AND REMEDIES HEREIN AND THEREIN PROVIDED
SHALL BE CUMULATIVE AND NOT EXCLUSIVE OF ANY RIGHTS OR REMEDIES PROVIDED BY LAW.
SECTION 11.3
NOTICES.
ALL NOTICES, REQUESTS AND OTHER COMMUNICATIONS
TO ANY PARTY HEREUNDER SHALL BE IN WRITING (INCLUDING PREPAID OVERNIGHT COURIER,
FACSIMILE TRANSMISSION OR SIMILAR WRITING) AND SHALL BE GIVEN TO SUCH PARTY AT
ITS ADDRESS, FACSIMILE NUMBER OR E-MAIL ADDRESS SET FORTH ON THE SIGNATURE PAGES
HEREOF (OR, IN THE CASE OF ANY SUCH LENDER WHO BECOMES A LENDER AFTER THE DATE
HEREOF, IN AN ASSIGNMENT AGREEMENT OR IN A NOTICE DELIVERED TO BORROWERS AND
AGENT BY THE ASSIGNEE LENDER FORTHWITH UPON SUCH ASSIGNMENT) OR AT SUCH OTHER
ADDRESS, FACSIMILE NUMBER OR E-MAIL ADDRESS AS SUCH PARTY MAY HEREAFTER SPECIFY
FOR THE PURPOSE BY NOTICE TO AGENT AND BORROWERS; PROVIDED, THAT NOTICES,
REQUESTS OR OTHER COMMUNICATIONS SHALL BE PERMITTED BY E-MAIL ONLY WHERE
EXPRESSLY PROVIDED IN THE FINANCING DOCUMENTS.
EACH SUCH NOTICE, REQUEST OR
OTHER COMMUNICATION SHALL BE EFFECTIVE (I) IF GIVEN BY FACSIMILE OR E-MAIL, WHEN
SUCH NOTICE IS TRANSMITTED TO THE FACSIMILE NUMBER OR E-MAIL ADDRESS SPECIFIED
BY THIS SECTION OR (II) IF GIVEN BY MAIL, PREPAID OVERNIGHT COURIER OR ANY OTHER
MEANS, WHEN RECEIVED AT THE APPLICABLE ADDRESS SPECIFIED BY THIS SECTION.
SECTION 11.4
SEVERABILITY.
IN CASE ANY PROVISION OF OR OBLIGATION
UNDER THIS AGREEMENT OR THE NOTES OR ANY OTHER FINANCING DOCUMENT SHALL BE
INVALID, ILLEGAL OR