COLLATERAL AGENT.
SECTION 14
NOTICES.
ALL NOTICES AND OTHER COMMUNICATIONS PROVIDED FOR
HEREUNDER SHALL, UNLESS OTHERWISE STATED HEREIN, BE IN WRITING (INCLUDING BY
FACSIMILE TRANSMISSION) AND SHALL BE MAILED, SENT, OR DELIVERED IN ACCORDANCE
WITH THE NOTICE PROVISIONS CONTAINED IN THE FINANCING AGREEMENT.
7
SECTION 15
NO WAIVER; CUMULATIVE REMEDIES.
NO FAILURE ON THE PART OF
THE LENDER GROUP OR COLLATERAL AGENT ON BEHALF THEREOF TO EXERCISE, AND NO DELAY
IN EXERCISING, ANY RIGHT, REMEDY, POWER, OR PRIVILEGE HEREUNDER SHALL OPERATE AS
A WAIVER THEREOF, NOR SHALL ANY SINGLE OR PARTIAL EXERCISE OF ANY SUCH RIGHT,
REMEDY, POWER, OR PRIVILEGE PRECLUDE ANY OTHER OR FURTHER EXERCISE THEREOF OR
THE EXERCISE OF ANY OTHER RIGHT, REMEDY, POWER, OR PRIVILEGE.
THE RIGHTS AND
REMEDIES UNDER THIS AGREEMENT ARE CUMULATIVE AND NOT EXCLUSIVE OF ANY RIGHTS,
REMEDIES, POWERS, AND PRIVILEGES THAT MAY OTHERWISE BE AVAILABLE TO THE LENDER
GROUP.
SECTION 16
COSTS AND EXPENSES.
(A)
PAYMENTS BY THE OBLIGORS.
EACH OF THE OBLIGORS, JOINTLY AND
SEVERALLY, AGREES TO PAY TO COLLATERAL AGENT, FOR THE ACCOUNT OF THE LENDER
GROUP, ON DEMAND, THE REASONABLE OUT-OF-POCKET COSTS AND EXPENSES OF THE LENDER
GROUP, AND THE REASONABLE FEES AND DISBURSEMENTS OF COUNSEL TO THE LENDER GROUP,
IN CONNECTION WITH THE NEGOTIATION, PREPARATION, EXECUTION, DELIVERY, AND
ADMINISTRATION OF THIS AGREEMENT, AND ANY AMENDMENTS, MODIFICATIONS, OR WAIVERS
OF THE TERMS THEREOF.
(B)
PAYMENTS BY THE OBLIGORS.
EACH OF THE OBLIGORS, JOINTLY AND
SEVERALLY, AGREES TO PAY TO COLLATERAL AGENT FOR THE ACCOUNT OF THE LENDER GROUP
ON DEMAND ALL REASONABLE COSTS AND EXPENSES OF THE LENDER GROUP, AND THE FEES
AND DISBURSEMENTS OF COUNSEL, IN CONNECTION WITH THE ENFORCEMENT OR ATTEMPTED
ENFORCEMENT OF, AND PRESERVATION OF RIGHTS OR INTERESTS UNDER, THIS AGREEMENT,
INCLUDING ANY REASONABLE LOSSES, COSTS AND EXPENSES SUSTAINED BY THE LENDER
GROUP AS A RESULT OF ANY FAILURE BY ANY OBLIGOR TO PERFORM OR OBSERVE ITS
OBLIGATIONS CONTAINED IN THIS AGREEMENT.
SECTION 17
SURVIVAL.
ALL COVENANTS, AGREEMENTS, REPRESENTATIONS AND
WARRANTIES MADE IN THIS AGREEMENT SHALL, EXCEPT TO THE EXTENT OTHERWISE PROVIDED
HEREIN, SURVIVE THE EXECUTION AND DELIVERY OF THIS AGREEMENT, AND SHALL CONTINUE
IN FULL FORCE AND EFFECT SO LONG AS ANY SENIOR DEBT REMAINS UNPAID.
WITHOUT
LIMITING THE GENERALITY OF THE FOREGOING, THE OBLIGATIONS OF EACH OBLIGOR UNDER
SECTION 16 SHALL SURVIVE THE SATISFACTION OF THE SENIOR DEBT.
SECTION 18
BENEFITS OF AGREEMENT.
THIS AGREEMENT IS ENTERED INTO FOR
THE SOLE PROTECTION AND BENEFIT OF THE PARTIES HERETO AND THEIR SUCCESSORS AND
ASSIGNS, AND NO OTHER PERSON SHALL BE A DIRECT OR INDIRECT BENEFICIARY OF, OR
SHALL HAVE ANY DIRECT OR INDIRECT CAUSE OF ACTION OR CLAIM IN CONNECTION WITH,
THIS AGREEMENT.
SECTION 19
BINDING EFFECT.
THIS AGREEMENT SHALL BE BINDING UPON, INURE
TO THE BENEFIT OF AND BE ENFORCEABLE BY EACH OBLIGOR AND THE LENDER GROUP AND
THEIR RESPECTIVE SUCCESSORS AND PERMITTED ASSIGNS.
SECTION 20
GOVERNING LAW.
THIS AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
SECTION 21
SUBMISSION TO JURISDICTION.
EACH OBLIGOR