TO THE FOREGOING INDEMNITY, THE BORROWERS
SHALL PAY PROMPTLY THE REASONABLE FEES AND EXPENSES OF SUCH COUNSEL.
IN THE
EVENT OF THE COMMENCEMENT OF ANY SUCH PROCEEDING OR LITIGATION, THE BORROWERS
SHALL BE ENTITLED TO PARTICIPATE IN SUCH PROCEEDING OR LITIGATION WITH COUNSEL
OF THEIR CHOICE AT THEIR OWN EXPENSE, PROVIDED THAT SUCH COUNSEL SHALL BE
REASONABLY SATISFACTORY TO THE ADMINISTRATIVE AGENT.
THE BORROWERS AUTHORIZE
THE ADMINISTRATIVE AGENT, THE LC ISSUER AND THE LENDERS TO CHARGE ANY DEPOSIT
ACCOUNT OR NOTE RECORD WHICH IT MAY MAINTAIN WITH ANY OF THEM FOR ANY OF THE
FOREGOING.
THE COVENANTS OF THIS SECTION 12.3 SHALL SURVIVE PAYMENT OR
SATISFACTION OF PAYMENT OF ALL AMOUNTS OWING WITH RESPECT TO THE NOTES, ANY
OTHER LOAN DOCUMENT OR ANY OTHER OBLIGATION.
12.4
SURVIVAL OF COVENANTS, ETC.
ALL COVENANTS, AGREEMENTS,
REPRESENTATIONS AND WARRANTIES MADE HEREIN, IN THE OTHER LOAN DOCUMENTS OR IN
ANY DOCUMENTS OR OTHER PAPERS DELIVERED BY OR ON BEHALF OF THE BORROWERS
PURSUANT HERETO SHALL BE DEEMED TO HAVE BEEN RELIED UPON BY THE ADMINISTRATIVE
AGENT, THE LC ISSUER AND THE LENDERS, NOTWITHSTANDING ANY INVESTIGATION
HERETOFORE OR HEREAFTER MADE BY ANY OF THEM, AND SHALL SURVIVE THE MAKING BY THE
LENDERS OF THE LOANS AS HEREIN CONTEMPLATED, AND SHALL CONTINUE IN FULL FORCE
AND EFFECT SO LONG AS ANY OBLIGATION REMAINS OUTSTANDING AND UNPAID OR ANY
LENDER HAS ANY OBLIGATION TO MAKE ANY LOANS HEREUNDER OR THE LC ISSUER HAS ANY
OBLIGATION TO ISSUE ANY LETTER OF CREDIT.
ALL STATEMENTS CONTAINED IN ANY
CERTIFICATE OR OTHER WRITING DELIVERED BY OR ON BEHALF OF THE BORROWERS PURSUANT
HERETO OR IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY SHALL
CONSTITUTE JOINT AND SEVERAL REPRESENTATIONS AND WARRANTIES BY THE BORROWERS
HEREUNDER.
12.5
SET-OFF.
IF A DEFAULT SHALL HAVE OCCURRED AND BE CONTINUING, EACH
LENDER, THE LC ISSUER AND EACH OF THEIR RESPECTIVE AFFILIATES IS HEREBY
AUTHORIZED AT ANY TIME AND FROM TIME TO TIME, AFTER OBTAINING THE PRIOR WRITTEN
CONSENT OF THE ADMINISTRATIVE AGENT, TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW AND REGARDLESS OF THE ADEQUACY OF ANY COLLATERAL OR OTHER MEANS
OF OBTAINING REPAYMENT OF THE OBLIGATIONS, TO SET OFF AND APPLY ANY AND ALL
DEPOSITS (GENERAL OR SPECIAL, TIME OR DEMAND, PROVISIONAL OR FINAL, IN WHATEVER
CURRENCY) AT ANY TIME HELD AND OTHER OBLIGATIONS (IN WHATEVER CURRENCY) AT ANY
TIME OWING BY SUCH LENDER, THE LC ISSUER OR ANY SUCH AFFILIATE TO OR FOR THE
CREDIT OR THE ACCOUNT OF THE BORROWERS OR ANY OTHER LOAN PARTY AGAINST ANY AND
ALL OF THE OBLIGATIONS OF THE BORROWERS OR SUCH LOAN PARTY NOW OR HEREAFTER
EXISTING UNDER THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT TO SUCH LENDER OR THE
LC ISSUER, IRRESPECTIVE OF WHETHER OR NOT SUCH LENDER OR THE LC ISSUER SHALL
HAVE MADE ANY DEMAND UNDER THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AND
ALTHOUGH SUCH OBLIGATIONS OF THE BORROWERS OR SUCH LOAN PARTY MAY BE CONTINGENT
OR UNMATURED OR ARE OWED TO A BRANCH OR OFFICE OF SUCH LENDER OR THE LC ISSUER