OR IN
ANY DOCUMENT DELIVERED BY ANY OF THEM IN CONNECTION WITH THIS AGREEMENT, SHALL
BE FOR THE BENEFIT OF, AND SHALL BE EXERCISABLE BY, THE INDENTURE TRUSTEE, EACH
SERIES ENHANCER, IF ANY, AND THE NOTEHOLDERS.
SECTION 7.06.
FURTHER ASSURANCES.
EACH OF THE SELLER AND THE ISSUER
AGREES TO DO SUCH FURTHER ACTS AND THINGS AND TO EXECUTE AND DELIVER SUCH
ADDITIONAL ASSIGNMENTS, AGREEMENTS, POWERS AND INSTRUMENTS AS ARE REASONABLY
REQUIRED TO CARRY INTO EFFECT THE PURPOSES OF THIS AGREEMENT OR TO BETTER ASSURE
AND CONFIRM UNTO THE INDENTURE TRUSTEE, THE SERIES ENHANCERS, IF ANY, OR THE
NOTEHOLDERS THEIR RIGHTS, POWERS AND REMEDIES HEREUNDER.
SECTION 7.07.
NO WAIVER; CUMULATIVE REMEDIES.
NO FAILURE TO EXERCISE
AND NO DELAY IN EXERCISING, ON THE PART OF THE ISSUER OR THE SELLER, ANY RIGHT,
REMEDY, POWER OR PRIVILEGE HEREUNDER, SHALL OPERATE AS A WAIVER THEREOF, NOR
SHALL ANY SINGLE OR PARTIAL EXERCISE OF ANY RIGHT, REMEDY, POWER OR PRIVILEGE
HEREUNDER PRECLUDE ANY OTHER OR FURTHER EXERCISE HEREOF OR THE EXERCISE OF ANY
OTHER RIGHT, REMEDY, POWER OR PRIVILEGE.
THE RIGHTS, REMEDIES, POWERS AND
PRIVILEGES HEREIN PROVIDED ARE CUMULATIVE AND NOT EXHAUSTIVE OF ANY RIGHTS,
REMEDIES, POWERS AND PRIVILEGES PROVIDED BY LAW.
SECTION 7.08.
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED IN TWO OR
MORE COUNTERPARTS (AND BY DIFFERENT PARTIES ON SEPARATE COUNTERPARTS), EACH OF
WHICH SHALL BE AN ORIGINAL, BUT ALL OF WHICH SHALL CONSTITUTE ONE AND THE SAME
INSTRUMENT.
SECTION 7.09.
BINDING EFFECT.
THIS AGREEMENT WILL INURE TO THE BENEFIT
OF AND BE BINDING UPON THE PARTIES HERETO AND, UPON THE TRANSFER CONTEMPLATED BY
SECTION 4.03 HEREOF, THE INDENTURE TRUSTEE, THE NOTEHOLDERS AND THEIR RESPECTIVE
SUCCESSORS AND PERMITTED ASSIGNS.
SECTION 7.10.
MERGER AND INTEGRATION.
EXCEPT AS SPECIFICALLY STATED
OTHERWISE HEREIN, THIS AGREEMENT SETS FORTH THE ENTIRE UNDERSTANDING OF THE
PARTIES RELATING TO THE SUBJECT MATTER HEREOF, AND ALL PRIOR UNDERSTANDINGS,
WRITTEN OR ORAL, ARE SUPERSEDED BY THIS AGREEMENT.
THIS AGREEMENT MAY NOT BE
MODIFIED, AMENDED, WAIVED OR SUPPLEMENTED EXCEPT AS PROVIDED HEREIN.
SECTION 7.11.
HEADINGS.
THE HEADINGS HEREIN ARE FOR PURPOSES OF
REFERENCE ONLY AND SHALL NOT OTHERWISE AFFECT THE MEANING OR INTERPRETATION OF
ANY PROVISION HEREOF
SECTION 7.12.
SCHEDULES AND EXHIBITS.
THE SCHEDULES AND EXHIBITS
ATTACHED HERETO AND REFERRED TO HEREIN SHALL CONSTITUTE A PART OF THIS AGREEMENT
AND ARE INCORPORATED INTO THIS AGREEMENT FOR ALL PURPOSES.
SECTION 7.13.
GENERAL INTERPRETIVE PRINCIPLES.
FOR PURPOSES OF THIS
AGREEMENT EXCEPT AS OTHERWISE EXPRESSLY PROVIDED OR UNLESS THE CONTEXT OTHERWISE
REQUIRES:
24
(A)
THE TERMS DEFINED IN THIS AGREEMENT HAVE THE MEANINGS ASSIGNED TO
THEM IN THIS AGREEMENT AND INCLUDE THE PLURAL AS WELL AS THE SINGULAR, AND THE
USE OF ANY GENDER HEREIN SHALL BE DEEMED TO INCLUDE THE OTHER GENDER;
(B)
ACCOUNTING TERMS NOT OTHERWISE DEFINED HEREIN HAVE THE MEANINGS
ASSIGNED TO THEM IN ACCORDANCE WITH GENERALLY ACCEPTED ACCOUNTING PRINCIPLES AS
IN EFFECT ON THE DATE HEREOF;
(C)
REFERENCES HEREIN TO "ARTICLES", "SECTIONS", "SUBSECTIONS",
"PARAGRAPHS" AND OTHER SUBDIVISIONS WITHOUT REFERENCE TO A DOCUMENT ARE TO
DESIGNATED ARTICLES, SECTIONS, SUBSECTIONS, PARAGRAPHS AND OTHER SUBDIVISIONS