SECTION 9.08 AS THOUGH IT WERE A LENDER;
PROVIDED THAT SUCH PARTICIPANT AGREES TO BE SUBJECT TO SECTION 2.17(C) AS THOUGH
IT WERE A LENDER.
EACH LENDER THAT SELLS A PARTICIPATION SHALL, ACTING SOLELY
FOR THIS PURPOSE AS A NON-FIDUCIARY AGENT OF THE BORROWER, MAINTAIN A REGISTER
ON WHICH IT ENTERS THE NAME AND ADDRESS OF EACH PARTICIPANT AND THE PRINCIPAL
AMOUNTS (AND STATED INTEREST) OF EACH PARTICIPANT'S INTEREST IN THE LOANS OR
OTHER OBLIGATIONS UNDER THE LOAN DOCUMENTS (THE "PARTICIPANT REGISTER");
PROVIDED THAT NO LENDER SHALL HAVE ANY OBLIGATION TO DISCLOSE ALL OR ANY PORTION
OF THE PARTICIPANT REGISTER TO ANY PERSON (INCLUDING THE IDENTITY OF ANY
PARTICIPANT OR ANY INFORMATION RELATING TO A PARTICIPANT'S INTEREST IN ANY
COMMITMENTS, LOANS, LETTERS OF CREDIT OR ITS OTHER OBLIGATIONS UNDER ANY LOAN
DOCUMENT) EXCEPT TO THE EXTENT THAT SUCH DISCLOSURE IS NECESSARY TO ESTABLISH
THAT SUCH COMMITMENT, LOAN, LETTER OF CREDIT OR OTHER OBLIGATION IS IN
REGISTERED FORM UNDER SECTION 5F.103-1(C) OF THE UNITED STATES TREASURY
REGULATIONS.
THE ENTRIES IN THE PARTICIPANT REGISTER SHALL BE CONCLUSIVE ABSENT
MANIFEST ERROR, AND SUCH LENDER SHALL TREAT EACH PERSON WHOSE NAME IS RECORDED
IN THE PARTICIPANT REGISTER AS THE OWNER OF SUCH PARTICIPATION FOR ALL PURPOSES
OF THIS AGREEMENT NOTWITHSTANDING ANY NOTICE TO THE CONTRARY.
FOR THE AVOIDANCE
OF DOUBT, NEITHER THE PAYING AGENT NOR THE ADMINISTRATIVE AGENTS (IN THEIR
CAPACITIES AS SUCH) SHALL HAVE ANY OBLIGATION TO MAINTAIN A PARTICIPANT
REGISTER.
(D)
ANY LENDER MAY AT ANY TIME PLEDGE OR ASSIGN A SECURITY INTEREST IN ALL OR
ANY PORTION OF ITS RIGHTS UNDER THIS AGREEMENT TO SECURE OBLIGATIONS OF SUCH
LENDER, INCLUDING ANY PLEDGE OR ASSIGNMENT TO SECURE OBLIGATIONS TO A FEDERAL
RESERVE BANK, AND THIS SECTION SHALL NOT APPLY TO ANY SUCH PLEDGE OR ASSIGNMENT
OF A SECURITY INTEREST; PROVIDED THAT NO SUCH PLEDGE OR ASSIGNMENT OF A SECURITY
INTEREST SHALL RELEASE A LENDER FROM ANY OF ITS OBLIGATIONS HEREUNDER OR
SUBSTITUTE ANY SUCH PLEDGEE OR ASSIGNEE FOR SUCH LENDER AS A PARTY HERETO.
(E)
NOTWITHSTANDING THE FOREGOING, NO ASSIGNMENT OR PARTICIPATION SHALL BE MADE
TO (I) A NATURAL PERSON (OR A HOLDING COMPANY, INVESTMENT VEHICLE OR TRUST FOR,
OR OWNED AND OPERATED FOR THE PRIMARY BENEFIT OF, A NATURAL PERSON), (II) THE
BORROWER OR (III) ANY AFFILIATE OF THE BORROWER.
SECTION 9.05.
SURVIVAL.
ALL COVENANTS, AGREEMENTS, REPRESENTATIONS AND
WARRANTIES MADE BY THE LOAN PARTIES IN THE LOAN DOCUMENTS AND IN THE
CERTIFICATES OR OTHER INSTRUMENTS DELIVERED IN CONNECTION WITH OR PURSUANT TO
THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT SHALL BE CONSIDERED TO HAVE BEEN
RELIED UPON BY THE OTHER PARTIES HERETO AND THERETO AND SHALL SURVIVE THE
EXECUTION AND DELIVERY OF THE LOAN DOCUMENTS AND THE MAKING OF ANY LOANS AND
ISSUANCE OF ANY LETTERS OF CREDIT, REGARDLESS OF ANY INVESTIGATION MADE BY ANY
SUCH OTHER PARTY OR ON ITS BEHALF AND NOTWITHSTANDING THAT ANY AGENT, ANY
ISSUING BANK OR ANY LENDER MAY HAVE HAD NOTICE OR KNOWLEDGE OF ANY DEFAULT OR
INCORRECT REPRESENTATION OR WARRANTY AT THE TIME ANY