Administrative
Agent shall be effective without the written consent of the Administrative
Agent, and no amendment increasing the Commitment of any Lender shall be
effective without the written consent of such Lender.
9.3.
PRESERVATION OF RIGHTS.
NO DELAY OR OMISSION OF THE LENDERS OR
THE ADMINISTRATIVE 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 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 9.2, 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 ADMINISTRATIVE
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 SHALL SURVIVE DELIVERY OF THE NOTES AND
THE MAKING OF THE LOANS 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 LOAN DOCUMENTS ARE FOR
CONVENIENCE OF REFERENCE ONLY, AND SHALL NOT GOVERN THE INTERPRETATION OF ANY OF
THE PROVISIONS OF THE LOAN DOCUMENTS.
10.4.
ENTIRE AGREEMENT.
THE LOAN DOCUMENTS EMBODY THE ENTIRE AGREEMENT
AND UNDERSTANDING AMONG THE BORROWER, THE GENERAL PARTNER, THE ADMINISTRATIVE
AGENT AND THE LENDERS AND SUPERSEDE ALL PRIOR COMMITMENTS, AGREEMENTS AND
UNDERSTANDINGS AMONG THE BORROWER, THE ADMINISTRATIVE AGENT AND THE LENDERS
RELATING TO THE SUBJECT MATTER THEREOF, EXCEPT FOR THE AGREEMENT OF THE BORROWER
TO PAY CERTAIN FEES TO THE ADMINISTRATIVE AGENT AND THE AGREEMENT OF THE
ADMINISTRATIVE AGENT TO PAY CERTAIN FEES TO THE LENDERS.
10.5.
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
ADMINISTRATIVE 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
48
CONFER ANY RIGHT OR BENEFIT UPON ANY PERSON OTHER THAN THE PARTIES TO THIS
AGREEMENT AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS.
10.6.
EXPENSES; INDEMNITY; DAMAGE WAIVER.
(a)
Costs and Expenses.
The Borrower shall pay (i)