AND ALL COVENANTS, AGREEMENTS,
REPRESENTATIONS AND WARRANTIES MADE HEREIN AND IN THE CERTIFICATES DELIVERED
PURSUANT HERETO SHALL SURVIVE THE MAKING BY LENDERS OF THE LOAN AND THE
EXECUTION AND DELIVERY TO LENDERS OF THE NOTE, AND SHALL CONTINUE IN FULL FORCE
AND EFFECT SO LONG AS ALL OR ANY OF THE DEBT IS OUTSTANDING AND UNPAID UNLESS A
LONGER PERIOD IS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SECURITY INSTRUMENT,
THE NOTE OR THE OTHER LOAN DOCUMENTS.
WHENEVER IN THIS AGREEMENT ANY OF THE
PARTIES HERETO IS REFERRED TO, SUCH REFERENCE SHALL BE DEEMED TO INCLUDE THE
LEGAL REPRESENTATIVES, SUCCESSORS AND ASSIGNS OF SUCH PARTY.
ALL COVENANTS,
PROMISES AND AGREEMENTS IN THIS AGREEMENT, BY OR ON BEHALF OF BORROWER, SHALL
INURE TO THE BENEFIT OF THE LEGAL REPRESENTATIVES, SUCCESSORS AND ASSIGNS OF
ADMINISTRATIVE AGENT AND EACH LENDER.
SECTION 17.2
GOVERNING LAW.
THIS AGREEMENT SHALL BE GOVERNED, CONSTRUED,
APPLIED AND ENFORCED IN ACCORDANCE WITH THE APPLICABLE LAWS OF THE STATE.
SECTION 17.3
HEADINGS.
THE ARTICLE AND/OR SECTION HEADINGS IN THIS
AGREEMENT ARE INCLUDED HEREIN FOR CONVENIENCE OF REFERENCE ONLY AND SHALL NOT
CONSTITUTE A PART OF THIS AGREEMENT FOR ANY OTHER PURPOSE.
SECTION 17.4
SEVERABILITY.
WHEREVER POSSIBLE, EACH PROVISION OF THIS
AGREEMENT SHALL BE INTERPRETED IN SUCH MANNER AS TO BE EFFECTIVE AND VALID UNDER
APPLICABLE LAW, BUT IF ANY PROVISION OF THIS AGREEMENT SHALL BE PROHIBITED BY OR
INVALID UNDER APPLICABLE LAW, SUCH
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provision shall be ineffective to the extent of such prohibition or invalidity,
without invalidating the remainder of such provision or the remaining provisions
of this Agreement.
SECTION 17.5
PREFERENCES.
TO THE EXTENT BORROWER MAKES A PAYMENT OR
PAYMENTS TO ADMINISTRATIVE AGENT OR ANY LENDER, WHICH PAYMENT OR PROCEEDS OR ANY
PART THEREOF ARE 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 CREDITORS RIGHTS LAWS, STATE OR FEDERAL LAW, COMMON LAW OR
EQUITABLE CAUSE, THEN, TO THE EXTENT OF SUCH PAYMENT OR PROCEEDS RECEIVED, THE
OBLIGATIONS HEREUNDER OR PART THEREOF INTENDED TO BE SATISFIED SHALL BE REVIVED
AND CONTINUE IN FULL FORCE AND EFFECT, AS IF SUCH PAYMENT OR PROCEEDS HAD NOT
BEEN RECEIVED BY ADMINISTRATIVE AGENT OR SUCH LENDER.
SECTION 17.6
SETOFF.
SUBJECT TO SECTION 2.12 HEREOF AND IN ADDITION TO
ANY RIGHTS NOW OR HEREAFTER GRANTED UNDER APPLICABLE LAW AND NOT BY WAY OF
LIMITATION OF ANY SUCH RIGHTS, THE ADMINISTRATIVE AGENT AND EACH LENDER IS
HEREBY AUTHORIZED BY THE BORROWER, AT ANY TIME OR FROM TIME TO TIME WHILE AN
EVENT OF DEFAULT EXISTS, WITHOUT NOTICE TO THE BORROWER OR TO ANY OTHER PERSON,
ANY SUCH NOTICE BEING HEREBY EXPRESSLY WAIVED, BUT IN THE CASE OF A LENDER
SUBJECT TO RECEIPT OF THE PRIOR WRITTEN CONSENT OF THE ADMINISTRATIVE AGENT AND
THE REQUISITE LENDERS EXERCISED IN THEIR SOLE DISCRETION, TO SET OFF AND TO
APPROPRIATE AND TO APPLY ANY AND ALL DEPOSITS (GENERAL OR SPECIAL, INCLUDING,
BUT NOT LIMITED TO, INDEBTEDNESS EVIDENCED BY CERTIFICATES OF DEPOSIT,