SHALL NOT BE
ENTITLED TO THE BENEFITS OF SECTION 3.7 UNLESS THE COMPANY IS NOTIFIED OF THE
PARTICIPATION SOLD TO SUCH PARTICIPANT AND SUCH PARTICIPANT AGREES, FOR THE
BENEFIT OF THE BORROWERS, TO COMPLY WITH SECTION 3.7(C) AS THOUGH IT WERE A
LENDER.
(F)
CERTAIN PLEDGES. ANY LENDER MAY AT ANY
TIME PLEDGE OR ASSIGN A SECURITY INTEREST IN ALL OR ANY PORTION OF ITS RIGHTS
UNDER THIS CREDIT AGREEMENT (AND THE RELATED NOTE, IF ANY) TO SECURE OBLIGATIONS
OF SUCH LENDER, INCLUDING ANY PLEDGE OR ASSIGNMENT TO SECURE OBLIGATIONS TO A
FEDERAL RESERVE BANK; PROVIDED THAT NO SUCH PLEDGE OR ASSIGNMENT SHALL RELEASE
SUCH LENDER FROM ANY OF ITS OBLIGATIONS HEREUNDER OR SUBSTITUTE ANY SUCH PLEDGEE
OR ASSIGNEE FOR SUCH LENDER AS A PARTY HERETO.
SECTION 10.5
SURVIVAL. ALL COVENANTS, AGREEMENTS,
REPRESENTATIONS AND WARRANTIES MADE BY THE BORROWERS HEREIN AND IN THE
CERTIFICATES OR OTHER INSTRUMENTS PREPARED OR DELIVERED IN CONNECTION WITH OR
PURSUANT TO THIS CREDIT AGREEMENT OR ANY OTHER LOAN DOCUMENT SHALL BE CONSIDERED
TO HAVE BEEN RELIED UPON BY THE OTHER PARTIES HERETO AND SHALL SURVIVE THE
EXECUTION AND DELIVERY OF ANY LOAN DOCUMENT AND THE MAKING OF ANY LOANS,
REGARDLESS OF ANY INVESTIGATION MADE BY ANY SUCH OTHER PARTY OR ON ITS BEHALF
AND NOTWITHSTANDING THAT ANY CREDIT PARTY MAY HAVE HAD NOTICE OR KNOWLEDGE OF
ANY DEFAULT OR INCORRECT REPRESENTATION OR WARRANTY AT THE TIME ANY CREDIT IS
EXTENDED HEREUNDER, AND SHALL CONTINUE IN FULL FORCE AND EFFECT AS LONG AS THE
PRINCIPAL OF OR ANY ACCRUED INTEREST ON ANY LOAN OR ANY FEE OR ANY OTHER AMOUNT
PAYABLE UNDER THE LOAN DOCUMENTS IS OUTSTANDING AND UNPAID AND SO LONG AS THE
COMMITMENTS HAVE NOT EXPIRED OR TERMINATED. THE PROVISIONS OF SECTIONS 3.5, 3.6,
3.7 AND 10.3, 10.9, 10.10 AND ARTICLE 9 SHALL SURVIVE AND REMAIN IN FULL FORCE
AND EFFECT REGARDLESS OF THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED
HEREBY, THE REPAYMENT OF THE LOANS AND THE TERMINATION OF THE COMMITMENTS OR THE
TERMINATION OF THIS CREDIT AGREEMENT OR ANY PROVISION HEREOF.
SECTION 10.6
COUNTERPARTS; INTEGRATION;
EFFECTIVENESS. THIS CREDIT AGREEMENT MAY BE EXECUTED IN COUNTERPARTS (AND BY
DIFFERENT PARTIES HERETO ON DIFFERENT COUNTERPARTS), EACH OF WHICH SHALL
CONSTITUTE AN ORIGINAL, BUT ALL OF WHICH, WHEN TAKEN TOGETHER, SHALL CONSTITUTE
BUT ONE CONTRACT. THIS CREDIT AGREEMENT AND ANY SEPARATE LETTER AGREEMENTS WITH
RESPECT TO FEES PAYABLE TO ANY CREDIT PARTY OR THE SYNDICATION OF THE CREDIT
FACILITIES ESTABLISHED HEREUNDER CONSTITUTE THE ENTIRE CONTRACT AMONG THE
PARTIES RELATING TO THE SUBJECT MATTER HEREOF AND SUPERSEDE ANY AND ALL PREVIOUS
AGREEMENTS AND UNDERSTANDINGS, ORAL OR WRITTEN, RELATING TO THE SUBJECT MATTER
HEREOF. EXCEPT AS PROVIDED IN SECTION 5.1, THIS CREDIT AGREEMENT SHALL BECOME
EFFECTIVE WHEN IT SHALL HAVE BEEN EXECUTED BY THE ADMINISTRATIVE AGENT AND WHEN
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED COUNTERPARTS HEREOF WHICH, WHEN
TAKEN TOGETHER, BEAR THE SIGNATURES OF EACH OF THE OTHER PARTIES AND THEREAFTER
SHALL BE BINDING UPON AND INURE TO THE BENEFIT OF THE PARTIES HERETO AND THEIR
RESPECTIVE SUCCESSORS AND