VARIATION OF THE TERMS, CONDITIONS OR
PROVISIONS OF THE FACILITY DOCUMENTS WHATSOEVER SHALL BE VALID UNLESS IN WRITING
SIGNED BY THE LENDERS REQUIRED PURSUANT TO SECTION 9.2, AND THEN ONLY TO THE
EXTENT IN SUCH WRITING SPECIFICALLY SET FORTH.
ALL REMEDIES CONTAINED IN THE
FACILITY DOCUMENTS OR BY LAW AFFORDED SHALL BE CUMULATIVE AND ALL SHALL BE
AVAILABLE TO THE AGENT AND THE LENDERS UNTIL THE OBLIGATIONS HAVE BEEN PAID IN
FULL.
ARTICLE X
GENERAL PROVISIONS
10.1
SURVIVAL OF REPRESENTATIONS.
ALL REPRESENTATIONS AND WARRANTIES OF THE
BORROWER CONTAINED IN THIS AGREEMENT OR IN ANY FACILITY DOCUMENT SHALL SURVIVE
THE MAKING OF THE REVOLVING CREDIT LOANS AND THE ISSUANCE OF THE LETTERS OF
CREDIT HEREIN CONTEMPLATED.
10.2
GOVERNMENTAL REGULATION.
ANYTHING CONTAINED IN THIS AGREEMENT TO THE
CONTRARY NOTWITHSTANDING, NO LENDER SHALL BE OBLIGATED TO EXTEND CREDIT TO THE
BORROWER IN VIOLATION OF ANY LIMITATION OR PROHIBITION PROVIDED BY ANY
APPLICABLE STATUTE OR REGULATION.
10.3
HEADINGS.
SECTION HEADINGS IN THE FACILITY DOCUMENTS ARE FOR CONVENIENCE
OF REFERENCE ONLY, AND SHALL NOT GOVERN THE INTERPRETATION OF ANY OF THE
PROVISIONS OF THE FACILITY DOCUMENTS.
10.4
ENTIRE AGREEMENT.
THE FACILITY DOCUMENTS EMBODY THE ENTIRE AGREEMENT AND
UNDERSTANDING AMONG THE BORROWER, THE AGENT, AND THE LENDERS AND SUPERSEDE ALL
PRIOR AGREEMENTS AND UNDERSTANDINGS AMONG THE BORROWER, THE AGENT, AND THE
LENDERS RELATING TO THE SUBJECT MATTER THEREOF OTHER THAN THE FEE LETTER DATED
DECEMBER 14, 2006 IN FAVOR OF JPMORGAN CHASE BANK AND JPMORGAN SECURITIES INC.
(THE "FEE LETTER").
10.5
NUMBERS OF DOCUMENTS.
ALL STATEMENTS, NOTICES, CLOSING DOCUMENTS, AND
REQUESTS HEREUNDER SHALL BE FURNISHED TO THE AGENT WITH SUFFICIENT COUNTERPARTS
SO THAT THE AGENT MAY FURNISH ONE TO EACH OF THE LENDERS.
10.6
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
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 THEIR RESPECTIVE SUCCESSORS AND ASSIGNS, PROVIDED, HOWEVER, THAT THE PARTIES
HERETO EXPRESSLY AGREE THAT THE ARRANGER SHALL ENJOY THE BENEFITS OF THE
PROVISIONS OF SECTIONS 10.7, 10.11 AND 11.11 TO THE EXTENT SPECIFICALLY SET
FORTH THEREIN AND SHALL HAVE THE RIGHT TO
58
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.
10.7
EXPENSES; INDEMNIFICATION.
(A)
THE BORROWER SHALL REIMBURSE THE AGENT
AND THE ARRANGER FOR ANY COSTS, INTERNAL CHARGES AND OUT-OF-POCKET EXPENSES
(INCLUDING REASONABLE ATTORNEYS' FEES AND TIME CHARGES OF ATTORNEYS FOR THE
AGENT) PAID OR INCURRED BY THE AGENT OR THE ARRANGER IN CONNECTION WITH THE
PREPARATION, NEGOTIATION, EXECUTION, DELIVERY, SYNDICATION, REVIEW, AMENDMENT,
MODIFICATION, AND ADMINISTRATION OF THE FACILITY DOCUMENTS.