BY LAW AFFORDED SHALL BE CUMULATIVE AND ALL SHALL BE
AVAILABLE TO THE ADMINISTRATIVE AGENT, THE LC ISSUERS, THE SWINGLINE LENDER AND
THE LENDERS UNTIL THE OBLIGATIONS HAVE BEEN PAID IN FULL.
ARTICLE 9
GENERAL PROVISIONS
9.1
SURVIVAL OF REPRESENTATIONS.
ALL REPRESENTATIONS AND WARRANTIES OF THE
BORROWER CONTAINED IN THIS AGREEMENT SHALL SURVIVE THE MAKING OF THE CREDIT
EXTENSIONS HEREIN CONTEMPLATED.
9.2
GOVERNMENTAL REGULATION.
ANYTHING CONTAINED IN THIS AGREEMENT TO THE
CONTRARY NOTWITHSTANDING, NEITHER THE LC ISSUERS, THE SWINGLINE LENDER NOR ANY
LENDER SHALL BE OBLIGATED TO EXTEND CREDIT TO THE BORROWER IN VIOLATION OF ANY
LIMITATION OR PROHIBITION PROVIDED BY ANY APPLICABLE STATUTE OR REGULATION.
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9.3
HEADINGS.
SECTION HEADINGS IN THE LOAN DOCUMENTS ARE FOR CONVENIENCE OF
REFERENCE ONLY, AND SHALL NOT GOVERN THE INTERPRETATION OF ANY OF THE PROVISIONS
OF THE LOAN DOCUMENTS.
9.4
ENTIRE AGREEMENT.
THE LOAN DOCUMENTS EMBODY THE ENTIRE AGREEMENT AND
UNDERSTANDING AMONG THE BORROWER, THE ADMINISTRATIVE AGENT, THE LC ISSUERS, THE
SWINGLINE LENDER AND THE LENDERS AND SUPERSEDE ALL PRIOR AGREEMENTS AND
UNDERSTANDINGS AMONG THE BORROWER, THE ADMINISTRATIVE AGENT, THE LC ISSUERS, THE
SWINGLINE LENDER AND THE LENDERS RELATING TO THE SUBJECT MATTER THEREOF OTHER
THAN THE FEE LETTERS.
9.5
SEVERAL OBLIGATIONS; BENEFITS OF THIS AGREEMENT.
THE RESPECTIVE
OBLIGATIONS OF THE LENDERS HEREUNDER ARE SEVERAL AND NOT JOINT AND NO LENDER
SHALL BE THE PARTNER OR AGENT OF ANY OTHER (EXCEPT TO THE EXTENT TO WHICH THE
ADMINISTRATIVE AGENT IS AUTHORIZED TO ACT AS SUCH).
THE FAILURE OF ANY LENDER
TO PERFORM ANY OF ITS OBLIGATIONS HEREUNDER SHALL NOT RELIEVE ANY OTHER LENDER
FROM ANY OF ITS OBLIGATIONS HEREUNDER.
THIS AGREEMENT SHALL NOT BE CONSTRUED SO
AS TO CONFER ANY RIGHT OR BENEFIT UPON ANY PERSON OTHER THAN THE PARTIES TO THIS
AGREEMENT AND ANY PERSON INDEMNIFIED UNDER SECTION 9.6 OR ANY OTHER PROVISION OF
THIS AGREEMENT, AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS, PROVIDED THAT THE
PARTIES HERETO EXPRESSLY AGREE THAT EACH JOINT LEAD ARRANGER SHALL ENJOY THE
BENEFITS OF THE PROVISIONS OF SECTIONS 9.6, 9.10 AND 10.11 TO THE EXTENT
SPECIFICALLY SET FORTH THEREIN AND SHALL HAVE THE RIGHT TO ENFORCE SUCH
PROVISIONS ON ITS OWN BEHALF AND IN ITS OWN NAME TO THE SAME EXTENT AS IF IT
WERE A PARTY TO THIS AGREEMENT.
9.6
EXPENSES; INDEMNIFICATION.
(a)
The Borrower shall reimburse the Administrative Agent and
each Joint Lead Arranger for any reasonable costs, internal charges and
out-of-pocket expenses (including reasonable attorneys' fees and time charges of
attorneys for the Administrative Agent, which attorneys may be employees of the
Administrative Agent) paid or incurred by the Administrative Agent or such Joint
Lead Arranger in connection with the preparation, negotiation, execution,
delivery, syndication, distribution (including via the internet), review,
amendment, modification, and administration of the Loan Documents.
The Borrower
also agrees to reimburse the Administrative Agent, each Joint Lead Arranger,
each LC Issuer, the Swingline Lender and the Lenders for any reasonable costs,
internal charges and out-of-pocket expenses (including reasonable attorneys'
fees and time charges of attorneys for the Administrative Agent,