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
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, 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 EXERCISE OF ANY SUCH RIGHT, POWER OR
REMEDY.
10.10
MARSHALLING; PAYMENTS SET ASIDE.
NEITHER ANY FACILITY
AGENT NOR ANY LENDER SHALL BE UNDER ANY OBLIGATION TO MARSHAL ANY ASSETS IN
FAVOR OF ANY CREDIT PARTY OR ANY OTHER PERSON OR AGAINST OR
86
IN PAYMENT OF ANY OR ALL OF THE OBLIGATIONS.
TO THE EXTENT THAT ANY CREDIT
PARTY MAKES A PAYMENT OR PAYMENTS TO ANY FACILITY AGENT OR ANY LENDER (OR TO