court of competent jurisdiction. In
litigation, or the preparation therefor, the Creditor Parties shall be entitled
to select their own counsel and, in addition to the foregoing indemnity, the
Borrowers and Guarantors agree to pay promptly the reasonable fees and expenses
of such counsel. If and to the extent that the obligations of either Borrower or
any Guarantor under this Section are unenforceable for any reason, the Borrowers
and Guarantors hereby jointly and severally agree to make the maximum
contribution to the payment in satisfaction of such obligations which is
permissible under applicable law. The covenants contained in this Section shall
survive payment or satisfaction in full of all other Obligations. Each of the
Creditors Parties agree to promptly notify the Borrowers of any such claim,
action, suit, liability, loss, damage or expense after becoming aware of the
same; provided that the failure to provide such notice shall not affect the
Borrowers' and Guarantors' obligations under this Section.
16.
SURVIVAL OF COVENANTS, JOINT AND SEVERAL OBLIGATIONS, ETC.
16.1
SURVIVAL.
ALL COVENANTS, AGREEMENTS, REPRESENTATIONS AND WARRANTIES
MADE HEREIN, IN ANY OF THE OTHER LOAN DOCUMENTS OR IN ANY DOCUMENTS OR OTHER
PAPERS DELIVERED BY OR ON BEHALF OF THE BORROWERS, THE GUARANTORS OR ANY OF
THEIR RESPECTIVE
93
SUBSIDIARIES PURSUANT HERETO SHALL BE DEEMED TO HAVE BEEN RELIED UPON BY THE
CREDITOR PARTIES, NOTWITHSTANDING ANY INVESTIGATION HERETOFORE OR HEREAFTER MADE
BY ANY OF THEM, AND SHALL SURVIVE THE MAKING OF ANY OF THE LOANS AND THE
ISSUANCE, EXTENSION OR RENEWAL OF ANY LETTERS OF CREDIT, AS HEREIN CONTEMPLATED,
AND SHALL CONTINUE IN FULL FORCE AND EFFECT SO LONG AS ANY LETTER OF CREDIT OR
ANY OBLIGATION DUE UNDER THIS CREDIT AGREEMENT OR ANY OF THE OTHER LOAN
DOCUMENTS REMAINS OUTSTANDING OR ANY OBLIGATION TO MAKE ANY LOANS OR ANY
OBLIGATION TO ISSUE, EXTEND OR RENEW ANY LETTER OF CREDIT, AND FOR SUCH FURTHER
TIME AS MAY BE OTHERWISE EXPRESSLY SPECIFIED IN THIS CREDIT AGREEMENT. ALL
STATEMENTS CONTAINED IN ANY CERTIFICATE OR OTHER PAPER DELIVERED TO ANY CREDITOR
PARTY AT ANY TIME BY OR ON BEHALF OF THE BORROWERS, THE GUARANTORS OR ANY OF
THEIR RESPECTIVE SUBSIDIARIES PURSUANT HERETO OR IN CONNECTION WITH THE
TRANSACTIONS CONTEMPLATED HEREBY SHALL CONSTITUTE REPRESENTATIONS AND WARRANTIES
BY THE BORROWERS, THE GUARANTORS OR SUCH SUBSIDIARY HEREUNDER.
16.2
JOINT AND SEVERAL OBLIGATIONS.
ALL OF THE OBLIGATIONS SHALL BE THE
INDIVIDUAL, AS WELL AS THE JOINT AND SEVERAL, OBLIGATION, RESPONSIBILITY,
COMMITMENT AND LIABILITY OF EACH OF THE BORROWERS AND THE GUARANTORS.
REGARDLESS OF THE PAYMENT IN FULL OF THE OBLIGATIONS AND TERMINATION OF ALL
COMMITMENTS OF THE LENDERS IF, AFTER THE PAYMENT IN FULL OF THE OBLIGATIONS, ANY
PORTION OF SUCH PAYMENTS TO THE ADMINISTRATIVE AGENT OR ANY OTHER CREDITOR PARTY
IS SUBSEQUENTLY INVALIDATED, DECLARED TO BE FRAUDULENT OR PREFERENTIAL, SET
ASIDE OR REQUIRED TO BE REPAID TO A TRUSTEE, RECEIVER OR ANY OTHER PARTY UNDER
ANY BANKRUPTCY LAW, ANY OTHER STATE OR FEDERAL LAW, COMMON LAW OR ANY EQUITABLE
CAUSE, THEN THE OBLIGATIONS AND ALL LIENS, RIGHTS