SENTENCE OF SECTION 15 SHALL SURVIVE ANY SUCH
TERMINATION AND (B) ANY OUTSTANDING PAYMENT OBLIGATIONS OF ANY PARTY, AND ALL
PROVISIONS OF THIS AGREEMENT RELATING TO PAYMENT THEREOF, INCLUDING BUT NOT
LIMITED TO SECTION 3, SECTION 4 AND SECTION 5 SHALL SURVIVE ANY SUCH TERMINATION
UNTIL ALL SUCH PAYMENT OBLIGATIONS ARE PAID IN FULL.
(E)
FORCE MAJEURE.
CDF SHALL BE EXCUSED FOR
FAILURE TO PERFORM ANY OBLIGATION HEREUNDER TO THE EXTENT THAT SUCH FAILURE IS
DIRECTLY OR INDIRECTLY CAUSED BY ACTS OF GOD; NATIONAL EMERGENCY; DISRUPTIONS OF
OR ADVERSE CHANGE IN FINANCIAL, BANKING OR CAPITAL MARKETS CONDITIONS; LABOR
DISPUTE; SOFTWARE, EQUIPMENT OR ELECTRICAL MALFUNCTION; TRANSPORTATION DELAYS;
TELECOMMUNICATION FAILURES; OR ANY OTHER EVENT OR CIRCUMSTANCE BEYOND THE
REASONABLE CONTROL OF CDF, BUT ONLY UNTIL THE CESSATION OF SUCH EVENT OR
CIRCUMSTANCE, OR UNTIL ANY SUCH FAILURE OR DAMAGE IS CORRECTED SUCH THAT CDF IS
THEN ABLE TO PERFORM SUCH OBLIGATION.
IN THE EVENT THAT CDF'S PERFORMANCE
HEREUNDER IS AFFECTED BY SUCH AN EVENT OR CIRCUMSTANCE, CDF SHALL PROMPTLY
NOTIFY THE VENDOR OF SAME, GIVING REASONABLY FULL PARTICULARS THEREOF AND,
INSOFAR AS KNOWN, THE PROBABLE EXTENT TO WHICH IT WILL BE UNABLE TO PERFORM, OR
WILL BE DELAYED IN PERFORMING, ITS OBLIGATIONS HEREUNDER, AND CDF SHALL USE
REASONABLE EFFORTS TO REMOVE SUCH FORCE MAJEURE.
(F)
OTHER.
IF AT ANY TIME ANY ONE OR MORE OF
THE PROVISIONS OF THIS AGREEMENT BECOMES INVALID, ILLEGAL OR UNENFORCEABLE IN
ANY RESPECT UNDER ANY LAW, THE VALIDITY, LEGALITY AND ENFORCEABILITY OF THE
REMAINING PROVISIONS HEREOF SHALL NOT IN ANY WAY BE AFFECTED OR IMPAIRED
THEREBY.
CDF'S FAILURE TO EXERCISE ANY RIGHTS GRANTED HEREUNDER SHALL NOT
OPERATE AS A WAIVER OF THOSE RIGHTS.
THE RIGHTS OF CDF UNDER THIS AGREEMENT ARE
CUMULATIVE, MAY BE EXERCISED AS OFTEN AS IT CONSIDERS APPROPRIATE, AND ARE IN
ADDITION TO ITS RIGHTS UNDER APPLICABLE LAW. SECTION HEADINGS HEREIN ARE FOR
CONVENIENCE OF REFERENCE ONLY AND SHALL NOT LIMIT THE SCOPE OF ANY PROVISIONS
HEREOF.
THIS AGREEMENT SHALL BE INTERPRETED WITHOUT PRESUMPTION FOR OR AGAINST
THE DRAFTER OF ALL OR ANY PART OF THIS AGREEMENT. THIS AGREEMENT MAY BE EXECUTED
IN ONE OR MORE COUNTERPARTS, EACH OF WHICH SHALL BE DEEMED TO BE AN ORIGINAL,
BUT ALL OF WHICH TOGETHER SHALL CONSTITUTE ONE AND THE SAME INSTRUMENT.
(g)
Fax; Counterparts.
This Agreement may be
validly executed and delivered by fax or other electronic transmission and in
one or more counterpart signature pages.
(h)
Joint and Several Liability.
Each Vendor
shall be jointly and severally liable with each other for the full and punctual
payment and performance when due, whether upon demand, at maturity or earlier by
reason of acceleration or otherwise, and at all times thereafter, of all
obligations owing to CDF hereunder ("Indebtedness"), including without
limitation all obligations relating to any representations, warranties and
covenants of each other to CDF and all other Indebtedness of each other, whether
before, during or after any bankruptcy proceeding involving any Vendor.
17.
Conditions Precedent.
This Agreement shall
not become effective until each of the