OF THE TRANSACTIONS CONTEMPLATED BY
THIS AGREEMENT.
23
(C)
THE AGREEMENTS IN THIS SECTION 8.4 SHALL SURVIVE REPAYMENT OF ALL
(AND SHALL BE) OBLIGATIONS (AND TERMINATION OF ALL COMMITMENTS UNDER THE CREDIT
AGREEMENT), ANY FORECLOSURE UNDER, OR ANY MODIFICATION, RELEASE OR DISCHARGE OF,
ANY OR ALL OF THE COLLATERAL DOCUMENTS AND TERMINATION OF THIS AGREEMENT.
8.5
CAPTIONS. SECTION CAPTIONS USED IN THIS AGREEMENT ARE FOR
CONVENIENCE ONLY AND SHALL NOT AFFECT THE CONSTRUCTION OF THIS AGREEMENT.
8.6
NATURE OF REMEDIES. ALL OBLIGATIONS OF EACH GRANTOR AND RIGHTS OF
THE ADMINISTRATIVE AGENT AND THE LENDERS EXPRESSED HEREIN OR IN ANY OTHER LOAN
DOCUMENT SHALL BE IN ADDITION TO AND NOT IN LIMITATION OF THOSE PROVIDED BY
APPLICABLE LAW. NO FAILURE TO EXERCISE AND NO DELAY IN EXERCISING, ON THE PART
OF THE ADMINISTRATIVE AGENT OR ANY LENDER, 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 THEREOF OR THE EXERCISE OF ANY OTHER RIGHT, REMEDY, POWER OR
PRIVILEGE.
8.7
COUNTERPARTS. THIS AGREEMENT MAY BE EXECUTED IN ANY NUMBER OF
COUNTERPARTS AND BY THE DIFFERENT PARTIES HERETO ON SEPARATE COUNTERPARTS AND
EACH SUCH COUNTERPART SHALL BE DEEMED TO BE AN ORIGINAL, BUT ALL SUCH
COUNTERPARTS SHALL TOGETHER CONSTITUTE BUT ONE AND THE SAME AGREEMENT. RECEIPT
BY TELECOPY OF ANY EXECUTED SIGNATURE PAGE TO THIS AGREEMENT OR ANY OTHER LOAN
DOCUMENT SHALL CONSTITUTE EFFECTIVE DELIVERY OF SUCH SIGNATURE PAGE.
8.8
SEVERABILITY. THE ILLEGALITY OR UNENFORCEABILITY OF ANY PROVISION
OF THIS AGREEMENT OR ANY INSTRUMENT OR AGREEMENT REQUIRED HEREUNDER SHALL NOT IN
ANY WAY AFFECT OR IMPAIR THE LEGALITY OR ENFORCEABILITY OF THE REMAINING
PROVISIONS OF THIS AGREEMENT OR ANY INSTRUMENT OR AGREEMENT REQUIRED HEREUNDER.
8.9
ENTIRE AGREEMENT. THIS AGREEMENT, TOGETHER WITH THE OTHER LOAN
DOCUMENTS, EMBODIES THE ENTIRE AGREEMENT AND UNDERSTANDING AMONG THE PARTIES
HERETO AND SUPERSEDES ALL PRIOR OR CONTEMPORANEOUS AGREEMENTS AND UNDERSTANDINGS
OF SUCH PERSONS, VERBAL OR WRITTEN, RELATING TO THE SUBJECT MATTER HEREOF AND
THEREOF AND ANY PRIOR ARRANGEMENTS MADE WITH RESPECT TO THE PAYMENT BY ANY
GRANTOR OF (OR ANY INDEMNIFICATION FOR) ANY FEES, COSTS OR EXPENSES PAYABLE TO
OR INCURRED (OR TO BE INCURRED) BY OR ON BEHALF OF THE ADMINISTRATIVE AGENT OR
THE LENDERS.
8.10
SUCCESSORS; ASSIGNS. THIS AGREEMENT SHALL BE BINDING UPON GRANTORS,
THE LENDERS AND THE ADMINISTRATIVE AGENT AND THEIR RESPECTIVE SUCCESSORS AND
ASSIGNS, AND SHALL INURE TO THE BENEFIT OF GRANTORS, LENDERS AND THE
ADMINISTRATIVE AGENT AND THE SUCCESSORS AND ASSIGNS OF THE LENDERS AND THE
ADMINISTRATIVE AGENT. NO OTHER PERSON SHALL BE A DIRECT OR INDIRECT LEGAL
BENEFICIARY OF, OR HAVE ANY DIRECT OR INDIRECT CAUSE OF ACTION OR CLAIM IN
CONNECTION WITH, THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS. NO GRANTOR
MAY ASSIGN OR TRANSFER ANY OF ITS RIGHTS OR OBLIGATIONS UNDER THIS AGREEMENT
WITHOUT THE PRIOR WRITTEN CONSENT OF THE ADMINISTRATIVE AGENT.
8.11
GOVERNING LAW. THIS AGREEMENT SHALL BE A CONTRACT MADE UNDER