IT WHILE IT WAS ACTING AS AGENT.
10.10
NO PARTNERSHIP.
NEITHER THE EXECUTION AND DELIVERY OF
THIS AGREEMENT NOR ANY OF THE OTHER LOAN DOCUMENTS NOR ANY INTEREST THE LENDERS,
AGENTS OR ANY OF THEM MAY NOW OR HEREAFTER HAVE IN ALL OR ANY PART OF THE
OBLIGATIONS SHALL CREATE OR BE CONSTRUED AS CREATING A PARTNERSHIP, JOINT
VENTURE OR OTHER JOINT ENTERPRISE BETWEEN THE LENDERS OR AMONG THE LENDERS AND
ANY AGENT.
THE RELATIONSHIP BETWEEN THE LENDERS, ON THE ONE HAND, AND ANY
AGENT, ON THE OTHER, IS AND SHALL BE THAT OF PRINCIPALS AND AGENT ONLY, AND
NOTHING IN THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS SHALL BE CONSTRUED
TO CONSTITUTE ANY AGENT AS TRUSTEE OR OTHER FIDUCIARY FOR ANY LENDER OR TO
IMPOSE ON ANY AGENT ANY DUTY, RESPONSIBILITY OR OBLIGATION OTHER THAN THOSE
EXPRESSLY PROVIDED FOR HEREIN AND THEREIN.
10.11
AUTHORITY OF AGENT.
EACH LENDER ACKNOWLEDGES THAT THE
RIGHTS AND RESPONSIBILITIES OF EACH AGENT UNDER THIS AGREEMENT AND THE LOAN
DOCUMENTS WITH RESPECT TO ANY ACTION TAKEN BY SUCH AGENT OR THE EXERCISE OR
NON-EXERCISE BY ANY AGENT OF ANY OPTION, RIGHT, REQUEST, JUDGMENT OR OTHER RIGHT
OR REMEDY PROVIDED FOR HEREIN OR RESULTING OR ARISING OUT OF THIS
90
AGREEMENT AND/OR THE OTHER LOAN DOCUMENTS SHALL, AS BETWEEN SUCH AGENT AND THE
LENDERS, BE GOVERNED BY THIS AGREEMENT AND BY SUCH OTHER AGREEMENTS WITH RESPECT
THERETO AS MAY EXIST FROM TIME TO TIME AMONG THEM, BUT, AS BETWEEN SUCH AGENT
AND THE OBLIGORS, SUCH AGENT SHALL BE CONCLUSIVELY PRESUMED TO BE ACTING AS
AGENT FOR THE APPLICABLE LENDERS WITH FULL AND VALID AUTHORITY SO TO ACT OR
REFRAIN FROM ACTING; AND EACH OBLIGOR SHALL NOT BE UNDER ANY OBLIGATION, OR
ENTITLEMENT, TO MAKE ANY INQUIRY RESPECTING SUCH AUTHORITY.
11.
MISCELLANEOUS.
11.1
WAIVER.
NO WAIVER OF ANY DEFAULT OR EVENT OF
DEFAULT SHALL BE A WAIVER OF ANY OTHER DEFAULT OR EVENT OF DEFAULT.
NO FAILURE
ON THE PART OF ANY AGENT OR ANY LENDER TO EXERCISE AND NO DELAY IN EXERCISING,
AND NO COURSE OF DEALING WITH RESPECT TO, ANY RIGHT, POWER OR PRIVILEGE UNDER
ANY LOAN DOCUMENT SHALL OPERATE AS A WAIVER THEREOF, NOR SHALL ANY SINGLE OR
PARTIAL EXERCISE OF ANY RIGHT, POWER OR PRIVILEGE THEREUNDER PRECLUDE ANY OTHER
OR FURTHER EXERCISE THEREOF OR THE EXERCISE OF ANY OTHER RIGHT, POWER OR
PRIVILEGE.
THE REMEDIES PROVIDED IN THE LOAN DOCUMENTS ARE CUMULATIVE AND NOT
EXCLUSIVE OF ANY REMEDIES PROVIDED BY LAW OR IN EQUITY.
11.2
NOTICES.
ALL NOTICES AND OTHER COMMUNICATIONS
PROVIDED FOR HEREIN (INCLUDING, WITHOUT LIMITATION, ANY MODIFICATIONS OF, OR
WAIVERS OR CONSENTS UNDER, THIS AGREEMENT) SHALL BE GIVEN OR MADE BY TELEGRAPH,
TELECOPY (CONFIRMED BY MAIL), CABLE OR OTHER WRITING AND TELECOPIED,
TELEGRAPHED, CABLED, MAILED OR DELIVERED TO THE INTENDED RECIPIENT AT THE
"ADDRESS FOR NOTICES" SPECIFIED BELOW ITS NAME ON THE SIGNATURE PAGES HEREOF (OR
PROVIDED FOR IN AN ASSIGNMENT AND ACCEPTANCE); OR, AS TO ANY PARTY HERETO, AT
SUCH OTHER ADDRESS AS SHALL BE DESIGNATED BY