OF THE ANCILLARY DOCUMENTS, WHETHER
OR NOT ALL OR ANY OF THE TRANSACTIONS CONTEMPLATED BY, ASSOCIATED WITH OR
ANCILLARY TO THIS AGREEMENT, ANY OF SUCH LOAN DOCUMENTS, SECURITY DOCUMENTS OR
ANY OF SUCH ANCILLARY DOCUMENTS, ARE ULTIMATELY CONSUMMATED.
WITHOUT PREJUDICE
TO THE SURVIVAL OF ANY OTHER COVENANT OF THE BORROWER HEREUNDER, THE COVENANTS
OF THIS SECTION 9.3 SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT AND THE
PAYMENT OR SATISFACTION OF PAYMENT OF AMOUNTS OWING WITH RESPECT TO THE NOTES OR
ANY OTHER LOAN DOCUMENT.
9.4.
SET-OFF.
REGARDLESS OF THE ADEQUACY OF ANY
COLLATERAL OR OTHER MEANS OF OBTAINING REPAYMENT OF THE OBLIGATIONS, ANY
DEPOSITS, BALANCES OR OTHER SUMS CREDITED BY OR DUE FROM ANY BANK OR ANY OF ITS
BRANCH OR AFFILIATE OFFICES TO THE BORROWER OR ANY OTHER MEMBER OF THE BORROWER
AFFILIATED GROUP MAY UPON PRIOR WRITTEN NOTICE TO THE ADMINISTRATIVE AGENT, AT
ANY TIME AND FROM TIME TO TIME, WITHOUT NOTICE TO THE BORROWER OR SUCH MEMBER OF
THE BORROWER AFFILIATED GROUP OR COMPLIANCE WITH ANY OTHER CONDITION PRECEDENT
NOW OR HEREAFTER IMPOSED BY STATUTE, RULE OF LAW, OR OTHERWISE (ALL OF WHICH ARE
HEREBY EXPRESSLY WAIVED) BE SET OFF, APPROPRIATED, AND APPLIED BY ANY BANK
AGAINST ANY AND ALL OBLIGATIONS OF THE BORROWER OR SUCH MEMBER OF THE BORROWER
AFFILIATED GROUP TO SUCH BANK OR ANY OF ITS AFFILIATES IN SUCH MANNER AS THE
HEAD OFFICE OF THE BANK OR ANY OF ITS BRANCH OFFICES IN THEIR SOLE DISCRETION
MAY DETERMINE (WITH NOTICE TO BE GIVEN TO THE BORROWER PROMPTLY THEREAFTER), AND
THE BORROWER AND EACH OTHER MEMBER OF THE BORROWER AFFILIATED GROUP HEREBY
GRANTS SUCH BANK A CONTINUING SECURITY INTEREST IN SUCH DEPOSITS, BALANCES OR
OTHER SUMS FOR THE PAYMENT AND PERFORMANCE OF ALL SUCH OBLIGATIONS.
9.5.
TERM OF AGREEMENT.
THIS AGREEMENT SHALL
CONTINUE IN FORCE AND EFFECT SO LONG AS ANY BANK HAS ANY COMMITMENT TO MAKE
LOANS HEREUNDER OR ANY LOAN OR ANY OBLIGATION SHALL BE OUTSTANDING.
9.6.
NO WAIVERS.
NO FAILURE OR DELAY BY THE
ADMINISTRATIVE AGENT OR ANY BANK IN EXERCISING ANY RIGHT, POWER OR PRIVILEGE
HEREUNDER OR UNDER ANY NOTE OR UNDER ANY OTHER DOCUMENTS OR AGREEMENTS EXECUTED
IN CONNECTION HEREWITH SHALL OPERATE AS A WAIVER THEREOF; NOR SHALL ANY SINGLE
OR PARTIAL EXERCISE THEREOF PRECLUDE ANY OTHER OR FURTHER EXERCISE THEREOF OR
THE EXERCISE OF ANY OTHER RIGHT, POWER OR PRIVILEGE.
THE RIGHTS AND REMEDIES
HEREIN AND IN THE NOTES PROVIDED ARE CUMULATIVE AND NOT EXCLUSIVE OF ANY RIGHTS
OR REMEDIES OTHERWISE PROVIDED BY AGREEMENT OR LAW.
9.7.
GOVERNING LAW.
THIS AGREEMENT, THE NOTES AND
THE OTHER LOAN DOCUMENTS AND SECURITY DOCUMENTS SHALL BE DEEMED TO BE CONTRACTS
MADE UNDER SEAL AND SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE
LAWS OF THE COMMONWEALTH OF MASSACHUSETTS (WITHOUT GIVING EFFECT TO ANY
CONFLICTS OF LAWS PROVISIONS CONTAINED THEREIN).
ANY LEGAL ACTION OR PROCEEDING
ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR
SECURITY DOCUMENT OR ANY OBLIGATION MAY BE INSTITUTED, IN THE ADMINISTRATIVE
AGENT'S