OTHER SECURED
CREDITOR OR ANY HOLDER REPRESENTED THEREBY FOR ANY SUCH REQUEST.
(B)
FOR THE AVOIDANCE OF DOUBT, EACH COLLATERAL AGENT MAY AT ANY TIME
REQUEST DIRECTIONS FROM THE REVOLVER INSTRUCTING GROUP OR THE TERM AND NOTE
INSTRUCTING GROUP, AS THE CASE MAY BE, AS TO ANY COURSE OF ACTION OR OTHER
MATTER RELATING HERETO OR AS TO ANY SECURITY DOCUMENT.
EXCEPT AS OTHERWISE
EXPRESSLY SPECIFIED IN THIS AGREEMENT, ANY SUCH DIRECTIONS GIVEN BY THE REVOLVER
INSTRUCTING GROUP OR THE TERM AND NOTE INSTRUCTING GROUP SHALL BE BINDING ON THE
REVOLVER SECURED CREDITORS AND THE TERM AND NOTE SECURED CREDITORS,
RESPECTIVELY, FOR ALL PURPOSES AS DESCRIBED IN THIS AGREEMENT.
(C)
THE PROVISIONS OF ARTICLE XI OF THE TERM AND NOTE SECURITY
AGREEMENT ARE INCORPORATED HEREIN BY REFERENCE THERETO.
(D)
NOTWITHSTANDING THE USE OF THE TERM "AGENT" HEREIN AND/OR IN ANY
LOAN DOCUMENT, IT IS EXPRESSLY UNDERSTOOD AND AGREED THAT NO COLLATERAL AGENT
SHALL HAVE ANY
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FIDUCIARY RESPONSIBILITIES TO ANY SECURED CREDITOR BY REASON OF THIS AGREEMENT,
ANY SECURITY AGREEMENT OR ANY LOAN DOCUMENT AND THAT EACH COLLATERAL AGENT IS
MERELY ACTING AS THE CONTRACTUAL REPRESENTATIVE OF THE APPLICABLE SECURED
CREDITORS WITH ONLY THOSE DUTIES AS ARE EXPRESSLY SET FORTH IN THIS AGREEMENT
AND THE SECURITY AGREEMENTS 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 AGREEMENTS AND
MORTGAGES, AS THE CASE MAY BE.
EACH PARTY 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 ANY 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