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 JANUARY 12, 2005 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
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.
THE BORROWER ALSO AGREES TO REIMBURSE
THE AGENT, THE ARRANGER AND THE LENDERS FOR ANY COSTS, INTERNAL CHARGES AND
OUT-OF-POCKET EXPENSES (INCLUDING REASONABLE ATTORNEYS'
57
FEES AND TIME CHARGES OF ATTORNEYS FOR THE AGENT, THE ARRANGER AND THE LENDERS),
PAID OR INCURRED BY THE AGENT, THE ARRANGER OR ANY LENDER IN CONNECTION WITH THE
INVESTIGATION, COLLECTION AND ENFORCEMENT OF THE FACILITY DOCUMENTS.
(B)
THE BORROWER HEREBY FURTHER AGREES TO
INDEMNIFY THE AGENT, THE ARRANGER AND EACH LENDER, ITS DIRECTORS, OFFICERS,
PARTNERS AND EMPLOYEES AGAINST ALL LOSSES, CLAIMS, DAMAGES, PENALTIES,
JUDGMENTS, LIABILITIES AND EXPENSES (INCLUDING, WITHOUT LIMITATION, ALL EXPENSES
OF LITIGATION OR PREPARATION THEREFOR WHETHER OR NOT THE AGENT, THE ARRANGER OR
ANY LENDER IS A PARTY THERETO) WHICH ANY OF THEM MAY PAY OR INCUR ARISING OUT OF
OR RELATING TO THIS AGREEMENT, THE OTHER FACILITY DOCUMENTS, THE TRANSACTIONS
CONTEMPLATED HEREBY OR