PERMISSIBLE UNDER
APPLICABLE LAW.
THE FOREGOING INDEMNITY SHALL SURVIVE THE TERMINATION OF THIS
AGREEMENT, ANY LOAN DOCUMENT, AND THE PAYMENT IN FULL OF THE OBLIGATIONS UNDER
THE LOAN DOCUMENTS.
(C)
EACH BORROWER, ON BEHALF OF ITSELF AND ITS SUCCESSORS, ASSIGNS,
AND OTHER LEGAL REPRESENTATIVES, HEREBY ABSOLUTELY, UNCONDITIONALLY AND
IRREVOCABLY, COVENANTS AND AGREES WITH AND IN FAVOR OF EACH RELEASEE THAT IT
WILL NOT SUE (AT LAW, IN EQUITY, IN ANY REGULATORY PROCEEDING OR OTHERWISE) ANY
RELEASEE ON THE BASIS OF ANY CLAIM RELEASED, REMISED AND DISCHARGED BY ANY
BORROWER PURSUANT TO SECTION 6 HEREOF.
IF ANY BORROWER OR ANY OF ITS
SUCCESSORS, ASSIGNS OR OTHER LEGAL REPRESENTATIVES VIOLATES THE FOREGOING
COVENANT, EACH BORROWER, FOR ITSELF AND ITS SUCCESSORS, ASSIGNS AND LEGAL
REPRESENTATIVES, AGREES TO PAY, IN ADDITION TO SUCH OTHER DAMAGES AS ANY
RELEASEE MAY SUSTAIN AS A RESULT OF SUCH VIOLATION, ALL ATTORNEYS' FEES AND
COSTS INCURRED BY ANY RELEASEE AS A RESULT OF SUCH VIOLATION.
SECTION 7.
REPRESENTATIONS, WARRANTIES
AND COVENANTS OF THE BORROWERS.
TO INDUCE THE LENDER TO EXECUTE AND DELIVER
THIS AGREEMENT, EACH BORROWER REPRESENTS, WARRANTS AND COVENANTS THAT:
(A)
THE EXECUTION, DELIVERY AND PERFORMANCE BY EACH OF THE BORROWERS
OF THIS AGREEMENT AND ALL DOCUMENTS AND INSTRUMENTS DELIVERED IN CONNECTION
HEREWITH AND ALL LOAN DOCUMENTS HAVE BEEN DULY AUTHORIZED BY BORROWER'S BOARDS
OF DIRECTORS, MANAGERS OR MEMBERS, AS APPLICABLE, AND THIS AGREEMENT AND ALL
DOCUMENTS AND INSTRUMENTS DELIVERED IN CONNECTION HEREWITH AND ALL LOAN
DOCUMENTS ARE LEGAL, VALID AND BINDING OBLIGATIONS OF SUCH BORROWERS ENFORCEABLE
AGAINST SUCH PARTIES IN ACCORDANCE WITH THEIR RESPECTIVE TERMS, EXCEPT AS
7
THE ENFORCEMENT THEREOF MAY BE SUBJECT TO (I) THE EFFECT OF ANY APPLICABLE
BANKRUPTCY, INSOLVENCY, REORGANIZATION, MORATORIUM OR SIMILAR LAW AFFECTING
CREDITORS' RIGHTS GENERALLY AND (II) GENERAL PRINCIPLES OF EQUITY (REGARDLESS OF
WHETHER SUCH ENFORCEMENT IS SOUGHT IN A PROCEEDING IN EQUITY OR AT LAW);
(B)
EXCEPT WITH RESPECT TO THE SPECIFIED DEFAULTS, EACH OF THE
REPRESENTATIONS AND WARRANTIES SET FORTH IN THE LOAN DOCUMENTS
IS TRUE AND
CORRECT ON AND AS OF THE DATE HEREOF AS IF MADE ON THE DATE HEREOF, EXCEPT TO
THE EXTENT THAT SUCH REPRESENTATIONS AND WARRANTIES EXPRESSLY RELATE TO AN
EARLIER DATE, IN WHICH CASE SUCH REPRESENTATIONS AND WARRANTIES SHALL BE TRUE
AND CORRECT AS OF SUCH EARLIER DATE, AND EACH OF THE AGREEMENTS AND COVENANTS IN
THE LOAN DOCUMENTS IS HEREBY REAFFIRMED WITH THE SAME FORCE AND EFFECT AS IF
EACH WERE SEPARATELY STATED HEREIN AND MADE AS OF THE DATE HEREOF;
(C)
NEITHER THE EXECUTION, DELIVERY AND PERFORMANCE OF THIS AGREEMENT
AND ALL DOCUMENTS AND INSTRUMENTS DELIVERED IN CONNECTION HEREWITH NOR THE
CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY DOES OR SHALL
CONTRAVENE, RESULT IN A BREACH OF, OR VIOLATE (I) ANY PROVISION OF BORROWER'S
CORPORATE CHARTER, BYLAWS, OPERATING AGREEMENT, OR OTHER GOVERNING DOCUMENTS,
(II) ANY LAW OR REGULATION, OR ANY ORDER OR DECREE OF ANY COURT OR GOVERNMENT
INSTRUMENTALITY, OR (III) ANY MORTGAGE, DEED OF TRUST, LEASE, AGREEMENT OR OTHER
INSTRUMENT TO WHICH ANY BORROWER IS A