ANY EVENT OF
DEFAULT WHICH MAY HAVE OCCURRED OR ARE CONTINUING AS OF THE DATE HEREOF OR WHICH
MAY OCCUR AFTER THE DATE HEREOF.
EACH OF THE AGENT, THE SURETY PROVIDER AND
MANAGING AGENTS RESERVES THE RIGHT, IN ITS SOLE DISCRETION, TO EXERCISE ANY OR
ALL OF ITS RIGHTS AND REMEDIES UNDER THIS LOAN AGREEMENT AND THE OTHER
TRANSACTION DOCUMENTS AS A RESULT OF ANY OTHER EVENT OF DEFAULT (OTHER THAN AS
DESCRIBED HEREIN) WHICH MAY BE CONTINUING ON THE DATE HEREOF OR ANY EVENT OF
DEFAULT WHICH MAY OCCUR AFTER THE DATE HEREOF, AND EACH OF THE AGENT, THE SURETY
PROVIDER AND MANAGING AGENTS HAS NOT WAIVED ANY OF SUCH RIGHTS OR REMEDIES, AND
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NOTHING IN THIS LOAN AGREEMENT, AND NO DELAY ON ITS PART IN EXERCISING ANY SUCH
RIGHTS OR REMEDIES, SHOULD, OR SHALL, BE CONSTRUED AS A WAIVER OF ANY SUCH
RIGHTS OR REMEDIES.
ARTICLE 10
THE MANAGING AGENTS
SECTION 10.1.
APPOINTMENT AND AUTHORIZATION OF MANAGING AGENTS.
WITH
RESPECT TO EACH APPLICABLE GROUP, EACH BANK INVESTOR AND THE RELATED LENDER
HEREBY IRREVOCABLY APPOINTS, DESIGNATES AND AUTHORIZES THE RELATED MANAGING
AGENT TO TAKE SUCH ACTION ON ITS BEHALF UNDER THE PROVISIONS OF THIS LOAN
AGREEMENT AND EACH OTHER OPERATIVE DOCUMENT AND TO EXERCISE SUCH POWERS AND
PERFORM SUCH DUTIES AS ARE EXPRESSLY DELEGATED TO SUCH MANAGING AGENT BY THE
TERMS OF THIS LOAN AGREEMENT AND ANY OTHER OPERATIVE DOCUMENT, TOGETHER WITH
SUCH OTHER POWERS AS ARE REASONABLY INCIDENTAL THERETO.
NOTWITHSTANDING ANY
PROVISION TO THE CONTRARY CONTAINED ELSEWHERE IN THIS LOAN AGREEMENT OR IN ANY
OTHER OPERATIVE DOCUMENT, SUCH MANAGING AGENT SHALL NOT HAVE ANY DUTIES OR
RESPONSIBILITIES, EXCEPT THOSE EXPRESSLY SET FORTH IN THIS LOAN AGREEMENT, NOR
SHALL SUCH MANAGING AGENT HAVE OR BE DEEMED TO HAVE ANY FIDUCIARY RELATIONSHIP
WITH THE RELATED LENDER OR ANY INVESTOR, AND NO IMPLIED COVENANTS, FUNCTIONS,
RESPONSIBILITIES, DUTIES, OBLIGATIONS OR LIABILITIES SHALL BE READ INTO THIS
LOAN AGREEMENT OR ANY OTHER OPERATIVE DOCUMENT OR OTHERWISE EXIST AGAINST SUCH
MANAGING AGENT.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING SENTENCE, THE
USE OF THE TERM "AGENT" IN THIS LOAN AGREEMENT WITH REFERENCE TO SUCH MANAGING
AGENT IS NOT INTENDED TO CONNOTE ANY FIDUCIARY OR OTHER IMPLIED (OR EXPRESS)
OBLIGATIONS ARISING UNDER AGENCY DOCTRINE OF ANY APPLICABLE LAW.
INSTEAD, SUCH
TERM IS USED MERELY AS A MATTER OF MARKET CUSTOM, AND IS INTENDED TO CREATE OR
REFLECT ONLY AN ADMINISTRATIVE RELATIONSHIP BETWEEN INDEPENDENT CONTRACTING
PARTIES.
SECTION 10.2.
DELEGATION OF DUTIES.
EACH MANAGING AGENT MAY EXECUTE
ANY OF ITS DUTIES UNDER THIS LOAN AGREEMENT OR ANY OTHER OPERATIVE DOCUMENT BY
OR THROUGH AGENTS, EMPLOYEES OR ATTORNEYS-IN-FACT AND SHALL BE ENTITLED TO
ADVICE OF COUNSEL CONCERNING ALL MATTERS PERTAINING TO SUCH DUTIES.
NO MANAGING
AGENT SHALL BE RESPONSIBLE FOR THE NEGLIGENCE OR MISCONDUCT OF ANY AGENT OR
ATTORNEY-IN-FACT THAT IT SELECTS WITH REASONABLE CARE.
SECTION 10.3.
LIABILITY OF MANAGING AGENTS.
NO AGENT-RELATED PERSON
SHALL (A) BE LIABLE FOR ANY ACTION TAKEN OR OMITTED TO BE TAKEN BY ANY OF THEM
UNDER OR IN CONNECTION WITH