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(D), 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, THE CANCELLATION OR EXPIRATION
OF THE LETTERS OF CREDIT AND THE PAYMENT OF ANY REIMBURSEMENT OBLIGATIONS, AND
THE TERMINATION HEREOF.
10.9
NO WAIVER; REMEDIES CUMULATIVE.
NO FAILURE OR DELAY ON THE PART OF
ANY FACILITY AGENT OR ANY LENDER OR ANY ISSUING BANK 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, EACH LENDER AND EACH ISSUING BANK 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 NOR ANY OTHER SECURED PARTY SHALL BE UNDER ANY OBLIGATION TO MARSHAL ANY
ASSETS IN FAVOR OF ANY CREDIT PARTY OR ANY OTHER PERSON OR AGAINST OR IN PAYMENT
OF ANY OR ALL OF THE OBLIGATIONS.
TO THE EXTENT THAT ANY CREDIT PARTY MAKES A
PAYMENT OR PAYMENTS