ACQUIESCENCE THEREIN, AND THE MAKING OF A LOAN NOTWITHSTANDING THE
EXISTENCE OF A DEFAULT OR THE INABILITY OF THE BORROWER TO SATISFY THE
CONDITIONS PRECEDENT TO SUCH LOAN 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 THE 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 AND THE LENDERS UNTIL THE OBLIGATIONS HAVE BEEN PAID IN FULL.
ARTICLE IX
GENERAL PROVISIONS
9.1
SURVIVAL OF REPRESENTATIONS.
ALL
REPRESENTATIONS AND WARRANTIES OF THE BORROWER CONTAINED IN THIS AGREEMENT SHALL
SURVIVE THE MAKING OF THE LOANS HEREIN CONTEMPLATED.
9.2
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.
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 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 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 EXPRESSLY AGREE THAT THE ARRANGER SHALL ENJOY
THE BENEFITS OF THE PROVISIONS OF SECTIONS 9.6, 9.10 AND 10.11 TO THE EXTENT
SPECIFICALLY SET
41
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 AGENT AND THE ARRANGER FOR ANY COSTS, INTERNAL CHARGES AND
OUT-OF-POCKET EXPENSES (INCLUDING ATTORNEYS' FEES AND TIME CHARGES OF ATTORNEYS
FOR THE AGENT, WHICH ATTORNEYS MAY BE EMPLOYEES