AMOUNT OF
SUCH LOANS RETAINED BY IT (EACH SUCH PROMISSORY NOTE SHALL CONSTITUTE A "NOTE"
FOR PURPOSES OF THE LOAN DOCUMENTS).
SUCH NEW NOTES SHALL BE DATED THE
EFFECTIVE DATE OF SUCH ASSIGNMENT AND ACCEPTANCE AND SHALL OTHERWISE BE IN
SUBSTANTIALLY THE FORM OF EXHIBITS C AND D HERETO, AS APPLICABLE.
(F)
ANY LENDER MAY, IN CONNECTION WITH ANY ASSIGNMENT OR
PARTICIPATION OR PROPOSED ASSIGNMENT OR PARTICIPATION PURSUANT TO THIS SECTION
13.8, DISCLOSE TO THE ASSIGNEE OR PARTICIPANT OR PROPOSED ASSIGNEE OR
PARTICIPANT ANY INFORMATION RELATING TO F.Y.I. OR ANY OF ITS SUBSIDIARIES OR ANY
OTHER LOAN PARTY FURNISHED TO SUCH LENDER BY OR ON BEHALF OF F.Y.I. OR ANY OF
ITS SUBSIDIARIES OR ANY OTHER LOAN PARTY PROVIDED THAT F.Y.I. SHALL HAVE NO
LIABILITY FOR THE ACCURACY OF ANY SUCH INFORMATION EXCEPT (I) TO THE
ADMINISTRATIVE AGENT AND THE LENDERS TO THE EXTENT EXPRESSLY PROVIDED HEREIN OR
(II) AS OF THE DATE IT WAS FURNISHED BY F.Y.I.; PROVIDED THAT EACH SUCH ACTUAL
OR PROPOSED ASSIGNEE OR PARTICIPANT SHALL AGREE TO BE BOUND BY THE PROVISIONS OF
SECTION 13.20.
(G)
ANY LENDER MAY ASSIGN AND PLEDGE ALL OR ANY OF THE NOTES HELD BY
IT TO ANY FEDERAL RESERVE BANK OR THE U.S. TREASURY 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 SYSTEM AND/OR FEDERAL
RESERVE BANK; PROVIDED, THAT, ANY PAYMENT MADE BY F.Y.I. FOR THE BENEFIT OF SUCH
ASSIGNING AND/OR PLEDGING LENDER IN ACCORDANCE WITH THE TERMS OF THE LOAN
DOCUMENTS SHALL SATISFY F.Y.I.'S OBLIGATIONS UNDER THE LOAN DOCUMENTS IN RESPECT
THEREOF TO THE EXTENT OF SUCH PAYMENT.
NO SUCH ASSIGNMENT AND/OR PLEDGE SHALL
RELEASE THE ASSIGNING AND/OR PLEDGING LENDER FROM ITS OBLIGATIONS HEREUNDER.
SECTION 13.9
SURVIVAL.
ALL REPRESENTATIONS AND WARRANTIES MADE OR
DEEMED MADE IN THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR IN ANY DOCUMENT,
STATEMENT OR CERTIFICATE FURNISHED IN CONNECTION WITH THIS AGREEMENT SHALL
SURVIVE THE EXECUTION AND DELIVERY OF THIS AGREEMENT AND THE OTHER LOAN
DOCUMENTS AND THE MAKING OF THE LOANS, AND NO INVESTIGATION BY THE
ADMINISTRATIVE AGENT OR ANY LENDER OR ANY CLOSING SHALL AFFECT THE
REPRESENTATIONS AND WARRANTIES OR THE RIGHT OF THE ADMINISTRATIVE AGENT OR ANY
LENDER TO RELY UPON THEM.
WITHOUT PREJUDICE TO THE SURVIVAL OF ANY OTHER
OBLIGATION OF F.Y.I. HEREUNDER, THE OBLIGATIONS OF F.Y.I. UNDER ARTICLE 4 AND
SECTIONS 13.1 AND 13.2 SHALL SURVIVE REPAYMENT OF THE LOANS AND THE LETTER OF
CREDIT LIABILITIES, BUT SHALL NOT SURVIVE THE EXPIRATION OF ANY APPLICABLE
STATUTE OF LIMITATIONS.
SECTION 13.10
ENTIRE AGREEMENT.
THIS AGREEMENT, THE NOTES AND THE OTHER
LOAN DOCUMENTS REFERRED TO HEREIN EMBODY THE FINAL, ENTIRE AGREEMENT AMONG THE
PARTIES HERETO AND SUPERSEDE ANY AND ALL PRIOR COMMITMENTS, TERM SHEETS,
AGREEMENTS, REPRESENTATIONS AND UNDERSTANDINGS, WHETHER WRITTEN OR ORAL,
RELATING TO THE SUBJECT MATTER HEREOF AND MAY NOT BE CONTRADICTED OR VARIED BY
EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OR DISCUSSIONS
OF THE PARTIES HERETO.
THERE ARE NO UNWRITTEN