IN FULL OF THE OBLIGATIONS AND TERMINATION OF
THIS AGREEMENT.
16.8.
SEVERABILITY.
IF ANY PART OF THIS AGREEMENT IS
CONTRARY TO, PROHIBITED BY, OR DEEMED INVALID UNDER APPLICABLE LAWS OR
REGULATIONS, SUCH PROVISION SHALL BE INAPPLICABLE AND DEEMED OMITTED TO THE
EXTENT SO CONTRARY, PROHIBITED OR INVALID, BUT THE REMAINDER HEREOF SHALL NOT BE
INVALIDATED THEREBY AND SHALL BE GIVEN EFFECT SO FAR AS POSSIBLE.
16.9.
EXPENSES.
ALL COSTS AND EXPENSES INCLUDING
REASONABLE ATTORNEYS' FEES (INCLUDING THE ALLOCATED COSTS OF IN HOUSE COUNSEL)
AND DISBURSEMENTS INCURRED BY AGENT ON ITS BEHALF OR ON BEHALF OF LENDERS (A) IN
ALL EFFORTS MADE TO ENFORCE PAYMENT OF ANY OBLIGATION OR EFFECT COLLECTION OF
ANY COLLATERAL, OR (B) IN CONNECTION WITH THE ENTERING INTO, MODIFICATION,
AMENDMENT, ADMINISTRATION AND ENFORCEMENT OF THIS AGREEMENT, THE OTHER
DOCUMENTS, OR ANY CONSENTS OR WAIVERS HEREUNDER OR THEREUNDER AND ALL RELATED
AGREEMENTS, DOCUMENTS AND INSTRUMENTS, OR (C) IN INSTITUTING, MAINTAINING,
PRESERVING, ENFORCING AND FORECLOSING ON AGENT'S SECURITY INTEREST IN OR LIEN ON
ANY OF THE COLLATERAL, OR MAINTAINING, PRESERVING OR ENFORCING ANY OF AGENT'S OR
ANY LENDER'S RIGHTS HEREUNDER, UNDER THE OTHER DOCUMENTS AND UNDER ALL RELATED
AGREEMENTS, DOCUMENTS AND INSTRUMENTS, WHETHER THROUGH JUDICIAL PROCEEDINGS OR
OTHERWISE, OR (D) IN DEFENDING OR PROSECUTING ANY ACTIONS OR PROCEEDINGS ARISING
OUT OF OR RELATING TO AGENT'S OR
94
ANY LENDER'S TRANSACTIONS WITH ANY BORROWER OR ANY GUARANTOR, OR (E) IN
CONNECTION WITH ANY ADVICE GIVEN TO AGENT OR ANY LENDER WITH RESPECT TO ITS
RIGHTS AND OBLIGATIONS UNDER THIS AGREEMENT THE OTHER DOCUMENTS AND ALL RELATED
AGREEMENTS, DOCUMENTS AND INSTRUMENTS, MAY BE CHARGED TO BORROWERS' ACCOUNT AND
SHALL BE PART OF THE OBLIGATIONS.
16.10.
INJUNCTIVE RELIEF.
EACH BORROWER RECOGNIZES THAT, IN
THE EVENT ANY BORROWER FAILS TO PERFORM, OBSERVE OR DISCHARGE ANY OF ITS
OBLIGATIONS OR LIABILITIES UNDER THIS AGREEMENT, OR THREATENS TO FAIL TO
PERFORM, OBSERVE OR DISCHARGE SUCH OBLIGATIONS OR LIABILITIES, ANY REMEDY AT LAW
MAY PROVE TO BE INADEQUATE RELIEF TO LENDERS; THEREFORE, AGENT, IF AGENT SO
REQUESTS, SHALL BE ENTITLED TO SEEK TEMPORARY AND PERMANENT INJUNCTIVE RELIEF IN
ANY SUCH CASE WITHOUT THE NECESSITY OF PROVING THAT ACTUAL DAMAGES ARE NOT AN
ADEQUATE REMEDY.
16.11.
CONSEQUENTIAL DAMAGES.
NEITHER AGENT NOR ANY LENDER,
NOR ANY AGENT OR ATTORNEY FOR ANY OF THEM, SHALL BE LIABLE TO ANY BORROWER OR
ANY GUARANTOR (OR ANY AFFILIATE OF ANY SUCH PERSON) FOR INDIRECT, PUNITIVE,
EXEMPLARY OR CONSEQUENTIAL DAMAGES ARISING FROM ANY BREACH OF CONTRACT, TORT OR
OTHER WRONG RELATING TO THE ESTABLISHMENT, ADMINISTRATION OR COLLECTION OF THE
OBLIGATIONS OR AS A RESULT OF ANY TRANSACTION CONTEMPLATED UNDER THIS AGREEMENT
OR ANY OTHER DOCUMENT.
16.12.
CAPTIONS.
THE CAPTIONS AT VARIOUS PLACES IN THIS
AGREEMENT ARE INTENDED FOR CONVENIENCE ONLY AND DO NOT CONSTITUTE AND SHALL NOT
BE INTERPRETED AS PART OF THIS AGREEMENT.
16.13.
COUNTERPARTS; FACSIMILE SIGNATURES.
THIS AGREEMENT MAY
BE EXECUTED IN ANY NUMBER OF AND BY DIFFERENT PARTIES HERETO ON SEPARATE
COUNTERPARTS, ALL OF WHICH, WHEN SO EXECUTED, SHALL BE DEEMED AN ORIGINAL, BUT
ALL SUCH COUNTERPARTS SHALL