OF ANY OF THE RIGHTS OF THE COLLATERAL AGENT HEREUNDER, OR
(IV) THE FAILURE BY ANY GRANTOR TO PERFORM OR OBSERVE ANY OF THE PROVISIONS
HEREOF.
20
SECTION 9.
NOTICES, ETC.
ALL NOTICES AND OTHER
COMMUNICATIONS PROVIDED FOR HEREUNDER SHALL BE IN WRITING AND SHALL BE MAILED
(BY CERTIFIED MAIL, POSTAGE PREPAID AND RETURN RECEIPT REQUESTED), TELECOPIED OR
DELIVERED, IF TO A GRANTOR AT ITS ADDRESS SPECIFIED BELOW AND IF TO THE
COLLATERAL AGENT TO IT, AT ITS ADDRESS SPECIFIED BELOW; OR AS TO ANY SUCH
PERSON, AT SUCH OTHER ADDRESS AS SHALL BE DESIGNATED BY SUCH PERSON IN A WRITTEN
NOTICE TO SUCH OTHER PERSON COMPLYING AS TO DELIVERY WITH THE TERMS OF THIS
SECTION 9.
ALL SUCH NOTICES AND OTHER COMMUNICATIONS SHALL BE EFFECTIVE (A) IF
SENT BY CERTIFIED MAIL, RETURN RECEIPT REQUESTED, WHEN RECEIVED OR THREE DAYS
AFTER DEPOSITED IN THE MAILS, WHICHEVER OCCURS FIRST, (B) IF TELECOPIED, WHEN
TRANSMITTED (DURING NORMAL BUSINESS HOURS) AND CONFIRMATION IS RECEIVED,
OTHERWISE, THE DAY AFTER THE NOTICE WAS TRANSMITTED IF CONFIRMATION IS RECEIVED,
OR (C) IF DELIVERED, UPON DELIVERY.
SECTION 10.
MISCELLANEOUS.
(A)
NO AMENDMENT OF ANY PROVISION OF THIS
AGREEMENT SHALL BE EFFECTIVE UNLESS IT IS IN WRITING AND SIGNED BY EACH GRANTOR
AND THE COLLATERAL AGENT, AND NO WAIVER OF ANY PROVISION OF THIS AGREEMENT, AND
NO CONSENT TO ANY DEPARTURE BY A GRANTOR THEREFROM, SHALL BE EFFECTIVE UNLESS IT
IS IN WRITING AND SIGNED BY THE COLLATERAL AGENT, AND THEN SUCH WAIVER OR
CONSENT SHALL BE EFFECTIVE ONLY IN THE SPECIFIC INSTANCE AND FOR THE SPECIFIC
PURPOSE FOR WHICH GIVEN.
(B)
NO FAILURE ON THE PART OF THE COLLATERAL
AGENT TO EXERCISE, AND NO DELAY IN EXERCISING, ANY RIGHT HEREUNDER OR UNDER ANY
OF THE OTHER TRANSACTION DOCUMENTS SHALL OPERATE AS A WAIVER THEREOF; NOR SHALL
ANY SINGLE OR PARTIAL EXERCISE OF ANY SUCH RIGHT PRECLUDE ANY OTHER OR FURTHER
EXERCISE THEREOF OR THE EXERCISE OF ANY OTHER RIGHT.
THE RIGHTS AND REMEDIES OF
THE COLLATERAL AGENT OR ANY BUYER PROVIDED HEREIN AND IN THE OTHER TRANSACTION
DOCUMENTS ARE CUMULATIVE AND ARE IN ADDITION TO, AND NOT EXCLUSIVE OF, ANY
RIGHTS OR REMEDIES PROVIDED BY LAW.
THE RIGHTS OF THE COLLATERAL AGENT OR ANY
BUYER UNDER ANY OF THE OTHER TRANSACTION DOCUMENTS AGAINST ANY PARTY THERETO ARE
NOT CONDITIONAL OR CONTINGENT ON ANY ATTEMPT BY SUCH PERSON TO EXERCISE ANY OF
ITS RIGHTS UNDER ANY OF THE OTHER TRANSACTION DOCUMENTS AGAINST SUCH PARTY OR
AGAINST ANY OTHER PERSON, INCLUDING BUT NOT LIMITED TO, ANY GRANTOR.
(C)
ANY PROVISION OF THIS AGREEMENT THAT IS
PROHIBITED OR UNENFORCEABLE IN ANY JURISDICTION SHALL, AS TO SUCH JURISDICTION,
BE INEFFECTIVE TO THE EXTENT OF SUCH PROHIBITION OR UNENFORCEABILITY WITHOUT
INVALIDATING THE REMAINING PORTIONS HEREOF OR THEREOF OR AFFECTING THE VALIDITY
OR ENFORCEABILITY OF SUCH PROVISION IN ANY OTHER JURISDICTION.
(D)
THIS AGREEMENT SHALL CREATE A CONTINUING
SECURITY INTEREST IN THE COLLATERAL AND SHALL (I) REMAIN IN FULL FORCE AND
EFFECT UNTIL THE INDEFEASIBLE PAYMENT IN FULL IN CASH OF THE