NOT BE ENTITLED TO THE
BENEFITS OF SECTION 2.16 UNLESS THE BORROWER IS NOTIFIED OF THE PARTICIPATION
SOLD TO SUCH PARTICIPANT AND SUCH PARTICIPANT AGREES, FOR THE BENEFIT OF THE
BORROWER, TO COMPLY WITH SECTION 2.16(G) AS THOUGH IT WERE A LENDER.
(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.
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 SHALL SURVIVE THE EXECUTION AND
DELIVERY OF THE LOAN DOCUMENTS AND THE MAKING OF THE LOANS AND ISSUANCE OF THE
LETTERS OF CREDIT, REGARDLESS OF ANY INVESTIGATION MADE BY ANY SUCH OTHER PARTY
OR ON ITS BEHALF AND NOTWITHSTANDING THAT THE ADMINISTRATIVE AGENT, ANY ISSUING
BANK, ANY LENDER OR ANY OF THEIR RESPECTIVE AFFILIATES MAY HAVE HAD NOTICE OR
KNOWLEDGE OF ANY DEFAULT OR INCORRECT REPRESENTATION OR WARRANTY AT THE TIME ANY
LOAN DOCUMENT WAS EXECUTED AND DELIVERED OR ANY CREDIT WAS EXTENDED HEREUNDER,
AND SHALL CONTINUE IN FULL FORCE AND EFFECT AS LONG AS THE PRINCIPAL OF OR ANY
ACCRUED INTEREST ON ANY LOAN, ANY LC DISBURSEMENT OR ANY FEE OR OTHER AMOUNT
PAYABLE UNDER THIS AGREEMENT IS OUTSTANDING AND UNPAID OR ANY LETTER OF CREDIT
IS OUTSTANDING AND SO LONG AS THE COMMITMENTS HAVE NOT EXPIRED OR BEEN
TERMINATED.
NOTWITHSTANDING THE FOREGOING OR ANYTHING ELSE TO THE CONTRARY SET
FORTH IN THIS AGREEMENT, IN THE EVENT THAT, IN CONNECTION WITH THE REPLACEMENT
IN FULL OF THE CREDIT FACILITIES PROVIDED FOR HEREIN, AN ISSUING BANK SHALL HAVE
PROVIDED TO THE ADMINISTRATIVE AGENT A WRITTEN CONSENT TO THE RELEASE OF THE
LENDERS FROM THEIR OBLIGATIONS HEREUNDER WITH RESPECT TO ANY LETTER OF CREDIT
ISSUED BY AN ISSUING BANK (WHETHER AS A RESULT OF THE OBLIGATIONS OF THE
BORROWER IN RESPECT OF SUCH LETTER OF CREDIT HAVING BEEN COLLATERALIZED IN FULL
BY A DEPOSIT OF CASH WITH SUCH ISSUING BANK, OR BEING SUPPORTED BY A LETTER OF
CREDIT THAT NAMES SUCH ISSUING BANK AS THE BENEFICIARY THEREUNDER, OR
OTHERWISE), THEN FROM AND AFTER SUCH TIME SUCH LETTER OF CREDIT SHALL CEASE TO
BE A "LETTER OF CREDIT" OUTSTANDING HEREUNDER FOR ALL PURPOSES OF THIS AGREEMENT
AND THE OTHER LOAN DOCUMENTS, AND THE LENDERS SHALL BE DEEMED TO HAVE NO
PARTICIPATIONS IN SUCH LETTER OF CREDIT, AND NO OBLIGATIONS WITH RESPECT
THERETO, UNDER