MAY ASSIGN AND/OR PLEDGE ALL
OR ANY PORTION OF ITS LOANS, THE OTHER OBLIGATIONS OWED BY OR TO SUCH LENDER,
AND ITS NOTES, IF ANY, TO SECURE OBLIGATIONS OF SUCH LENDER INCLUDING, WITHOUT
LIMITATION, ANY FEDERAL RESERVE BANK AS COLLATERAL SECURITY PURSUANT TO
REGULATION A OF THE BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM AND ANY
OPERATING CIRCULAR ISSUED BY SUCH FEDERAL RESERVE BANK; PROVIDED, NO LENDER, AS
BETWEEN THE BORROWER AND SUCH LENDER, SHALL BE RELIEVED OF ANY OF ITS
OBLIGATIONS HEREUNDER AS A RESULT OF ANY SUCH ASSIGNMENT AND PLEDGE, AND
PROVIDED FURTHER, IN NO EVENT SHALL THE APPLICABLE FEDERAL RESERVE BANK, PLEDGEE
OR TRUSTEE BE CONSIDERED TO BE A "LENDER" OR BE ENTITLED TO
106
REQUIRE THE ASSIGNING LENDER TO TAKE OR OMIT TO TAKE ANY ACTION HEREUNDER.
TO
THE EXTENT PERMITTED BY LAW, EACH PARTICIPANT ALSO SHALL BE ENTITLED TO THE
BENEFITS OF SECTION 10.4 AS THOUGH IT WERE A LENDER, PROVIDED SUCH PARTICIPANT
AGREES TO BE SUBJECT TO SECTION 2.16 AS THOUGH IT WERE A LENDER.
10.7
INDEPENDENCE OF COVENANTS.
ALL COVENANTS HEREUNDER SHALL BE GIVEN
INDEPENDENT EFFECT SO THAT IF A PARTICULAR ACTION OR CONDITION IS NOT PERMITTED
BY ANY OF SUCH COVENANTS, THE FACT THAT IT WOULD BE PERMITTED BY AN EXCEPTION
TO, OR WOULD OTHERWISE BE WITHIN THE LIMITATIONS OF, ANOTHER COVENANT SHALL NOT
AVOID THE OCCURRENCE OF A DEFAULT OR AN EVENT OF DEFAULT IF SUCH ACTION IS TAKEN
OR CONDITION EXISTS.
10.8
SURVIVAL OF REPRESENTATIONS, WARRANTIES AND AGREEMENTS.
ALL
REPRESENTATIONS, WARRANTIES AND AGREEMENTS MADE HEREIN SHALL SURVIVE THE
EXECUTION AND DELIVERY HEREOF AND THE MAKING OF ANY CREDIT EXTENSION.
NOTWITHSTANDING ANYTHING HEREIN OR IMPLIED BY LAW TO THE CONTRARY, THE
AGREEMENTS OF EACH CREDIT PARTY SET FORTH IN SECTIONS 2.17(D), 2.18, 2.19, 10.2,
10.3 AND 10.4 AND THE AGREEMENTS OF LENDERS SET FORTH IN SECTIONS 2.16, 9.3(B)
AND 9.6 SHALL SURVIVE THE PAYMENT OF THE LOANS AND THE TERMINATION HEREOF.
10.9
NO WAIVER; REMEDIES CUMULATIVE.
NO FAILURE OR DELAY ON THE PART OF
ANY FACILITY AGENT OR ANY LENDER IN THE EXERCISE OF ANY POWER, RIGHT OR
PRIVILEGE HEREUNDER OR UNDER ANY OTHER CREDIT DOCUMENT SHALL IMPAIR SUCH POWER,
RIGHT OR PRIVILEGE OR BE CONSTRUED TO BE A WAIVER OF ANY DEFAULT OR ACQUIESCENCE
THEREIN, NOR SHALL ANY SINGLE OR PARTIAL EXERCISE OF ANY SUCH POWER, RIGHT OR
PRIVILEGE PRECLUDE OTHER OR FURTHER EXERCISE THEREOF OR OF ANY OTHER POWER,
RIGHT OR PRIVILEGE.
THE RIGHTS, POWERS AND REMEDIES GIVEN TO EACH FACILITY
AGENT AND EACH LENDER HEREBY ARE CUMULATIVE AND SHALL BE IN ADDITION TO AND
INDEPENDENT OF ALL RIGHTS, POWERS AND REMEDIES EXISTING BY VIRTUE OF ANY STATUTE
OR RULE OF LAW OR IN ANY OF THE OTHER CREDIT DOCUMENTS OR ANY OF THE RELATED
OBLIGATION DOCUMENTS.
ANY FORBEARANCE OR FAILURE TO EXERCISE, AND ANY DELAY IN
EXERCISING, ANY RIGHT, POWER OR REMEDY HEREUNDER SHALL NOT IMPAIR ANY SUCH
RIGHT, POWER OR REMEDY OR BE CONSTRUED TO BE A WAIVER THEREOF, NOR SHALL IT
PRECLUDE THE FURTHER