written consent of such LC Issuer.
8.3.
PRESERVATION OF RIGHTS.
NO DELAY OR OMISSION OF THE LENDERS, THE
LC ISSUERS OR THE AGENT TO EXERCISE ANY RIGHT UNDER THE LOAN DOCUMENTS SHALL
IMPAIR SUCH RIGHT OR BE CONSTRUED TO BE A WAIVER OF ANY DEFAULT OR AN
ACQUIESCENCE THEREIN, AND THE MAKING OF A CREDIT EXTENSION NOTWITHSTANDING THE
EXISTENCE OF A DEFAULT OR UNMATURED DEFAULT OR THE INABILITY OF THE BORROWER TO
SATISFY THE CONDITIONS PRECEDENT TO SUCH CREDIT EXTENSION SHALL NOT CONSTITUTE
ANY WAIVER OR ACQUIESCENCE.
ANY SINGLE OR PARTIAL EXERCISE OF ANY SUCH RIGHT
SHALL NOT PRECLUDE OTHER OR FURTHER EXERCISE THEREOF OR THE EXERCISE OF ANY
OTHER RIGHT, AND NO WAIVER, AMENDMENT OR OTHER VARIATION OF THE TERMS,
CONDITIONS OR PROVISIONS OF THE LOAN DOCUMENTS WHATSOEVER SHALL BE VALID UNLESS
IN WRITING SIGNED BY, OR BY THE AGENT WITH THE CONSENT OF, THE REQUISITE NUMBER
OF LENDERS REQUIRED PURSUANT TO SECTION 8.2, AND THEN ONLY TO THE EXTENT IN SUCH
WRITING SPECIFICALLY SET FORTH.
ALL REMEDIES CONTAINED IN THE LOAN DOCUMENTS OR
BY LAW AFFORDED SHALL BE CUMULATIVE AND ALL SHALL BE AVAILABLE TO THE AGENT, THE
LC ISSUERS AND THE LENDERS UNTIL ALL OF THE SECURED OBLIGATIONS (OTHER THAN
CONTINGENT INDEMNITY CLAIMS) HAVE BEEN PAID IN FULL.
ARTICLE IX
GENERAL PROVISIONS
9.1.
SURVIVAL OF REPRESENTATIONS.
ALL REPRESENTATIONS AND WARRANTIES
OF THE PARENT AND 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 ANY LC ISSUER 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.
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 PARENT, THE AGENT, THE LC ISSUERS AND
THE LENDERS AND SUPERSEDE ALL PRIOR AGREEMENTS AND UNDERSTANDINGS AMONG THE
BORROWER, THE PARENT, THE AGENT,
69
THE LC ISSUERS AND THE LENDERS RELATING TO THE SUBJECT MATTER THEREOF OTHER THAN
THOSE CONTAINED IN THE FEE LETTER DESCRIBED IN SECTION 10.13 WHICH SHALL SURVIVE
AND REMAIN IN FULL FORCE AND EFFECT DURING THE TERM OF THIS AGREEMENT.
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
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