OF THE BENEFITS HEREOF HEREBY EXPRESSLY
WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO ENFORCE OR
DEFEND ANY RIGHT, POWER OR REMEDY UNDER OR IN CONNECTION WITH THIS AGREEMENT OR
ANY OTHER LOAN DOCUMENT.
THE TERMS AND PROVISIONS OF THIS SECTION CONSTITUTE A
MATERIAL INDUCEMENT TO THE SECURED PARTIES ENTERING INTO THE DOCUMENTS
EVIDENCING THEIR RESPECTIVE OBLIGATIONS.
38
SECTION 14.9.
ASSIGNOR'S DUTIES.
IT IS EXPRESSLY
AGREED, ANYTHING HEREIN CONTAINED TO THE CONTRARY NOTWITHSTANDING, THAT EACH
ASSIGNOR SHALL REMAIN LIABLE TO PERFORM ALL OF THE OBLIGATIONS, IF ANY, ASSUMED
BY IT WITH RESPECT TO THE COLLATERAL AND THE COLLATERAL AGENT SHALL NOT HAVE ANY
OBLIGATIONS OR LIABILITIES WITH RESPECT TO ANY COLLATERAL BY REASON OF OR
ARISING OUT OF THIS AGREEMENT, NOR SHALL THE COLLATERAL AGENT BE REQUIRED OR
OBLIGATED IN ANY MANNER TO PERFORM OR FULFILL ANY OF THE OBLIGATIONS OF ANY
ASSIGNOR UNDER OR WITH RESPECT TO ANY COLLATERAL.
SECTION 14.10.
NO ACTION BY SECURED PARTIES.
THE SECURED
PARTIES AGREE NOT TO TAKE ANY ACTION WHATSOEVER TO ENFORCE ANY TERM OR PROVISION
HEREOF, OF ANY MORTGAGE OR OF ANY OTHER SECURITY DOCUMENT OR TO ENFORCE ANY
RIGHTS IN RESPECT OF THE COLLATERAL, EXCEPT THROUGH THE COLLATERAL AGENT AND IN
ACCORDANCE WITH THIS AGREEMENT.
SECTION 14.11.
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED IN
ANY NUMBER OF COUNTERPARTS AND BY THE DIFFERENT PARTIES HERETO ON SEPARATE
COUNTERPARTS, EACH OF WHICH WHEN SO EXECUTED AND DELIVERED SHALL BE AN ORIGINAL,
BUT ALL OF WHICH SHALL TOGETHER CONSTITUTE ONE AND THE SAME INSTRUMENT.
SECTION 14.12.
DEFINITIONS; INTERPRETATION.
(A)
UNLESS OTHERWISE DEFINED HEREIN,
CAPITALIZED TERMS USED HEREIN SHALL HAVE THE RESPECTIVE MEANINGS ASCRIBED
THERETO IN ANNEX A OR, IF NOT DEFINED HEREIN OR IN ANNEX A, AS DEFINED IN THE
CREDIT AGREEMENT.
(B)
THE DEFINITIONS SET FORTH IN ANNEX A SHALL
BE EQUALLY APPLICABLE TO BOTH THE SINGULAR AND PLURAL FORMS OF THE DEFINED
TERMS.
THE WORDS "HEREIN", "HEREOF", "HERETO" AND WORDS OF SIMILAR IMPORT AS
USED IN THIS AGREEMENT SHALL REFER TO THIS AGREEMENT AS A WHOLE AND NOT TO ANY
PARTICULAR PROVISION IN THIS AGREEMENT.
REFERENCES TO "ARTICLES", "SECTIONS",
"SUBSECTIONS", "PARAGRAPHS", "EXHIBITS", "SCHEDULES" AND "ANNEXES" IN THIS
AGREEMENT SHALL REFER TO ARTICLES, SECTIONS, SUBSECTIONS, PARAGRAPHS, EXHIBITS,
SCHEDULES AND ANNEXES OF THIS AGREEMENT UNLESS OTHERWISE EXPRESSLY PROVIDED;
REFERENCES TO PERSONS INCLUDE THEIR RESPECTIVE PERMITTED SUCCESSORS AND ASSIGNS
OR, IN THE CASE OF GOVERNMENTAL PERSONS, PERSONS SUCCEEDING TO THE RELEVANT
FUNCTIONS OF SUCH PERSONS; AND ALL REFERENCES TO STATUTES AND RELATED
REGULATIONS SHALL INCLUDE ANY AMENDMENTS OF SAME AND ANY SUCCESSOR STATUTES AND
REGULATIONS.
SECTION 14.13.
CONFLICTS WITH THE CREDIT AGREEMENT.
TO THE
EXTENT OF ANY CONFLICT BETWEEN ANY PROVISION OF THIS AGREEMENT AND ANY PROVISION
OF THE CREDIT AGREEMENT, THE CREDIT AGREEMENT SHALL GOVERN TO THE EXTENT OF SUCH
INCONSISTENCY.
SECTION 14.14.
REPLACEMENT.
NOTWITHSTANDING THE FIRST PRIORITY
LIENS GRANTED TO THE COLLATERAL AGENT FOR THE BENEFIT OF THE SECURED PARTIES,
THE PARTIES HERETO AGREE THAT, FOR PURPOSES OF THE SENIOR SECURED NOTES
INDENTURE, THIS AGREEMENT CONSTITUTES