TO ANY FACILITY AGENT, ANY LENDER OR ANY ISSUING BANK (OR TO
THE ADMINISTRATIVE AGENT, ON BEHALF OF ANY SUCH PERSON), OR ANY FACILITY AGENT,
LENDER OR ISSUING BANK ENFORCES ANY SECURITY INTERESTS OR EXERCISE THEIR RIGHTS
OF SETOFF, AND SUCH PAYMENT OR PAYMENTS OR THE PROCEEDS OF SUCH ENFORCEMENT OR
SETOFF OR ANY PART THEREOF ARE SUBSEQUENTLY INVALIDATED, DECLARED TO BE
FRAUDULENT OR PREFERENTIAL, SET ASIDE AND/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, TO THE EXTENT OF SUCH RECOVERY,
THE OBLIGATION OR PART THEREOF ORIGINALLY INTENDED TO BE SATISFIED, AND ALL
LIENS, RIGHTS AND REMEDIES THEREFOR OR RELATED THERETO, SHALL BE REVIVED AND
CONTINUED IN FULL FORCE AND EFFECT AS IF SUCH PAYMENT OR PAYMENTS HAD NOT BEEN
MADE OR SUCH ENFORCEMENT OR SETOFF HAD NOT OCCURRED.
10.11
SEVERABILITY.
IN CASE ANY PROVISION IN OR OBLIGATION HEREUNDER OR
UNDER ANY OTHER CREDIT DOCUMENT SHALL BE INVALID, ILLEGAL OR UNENFORCEABLE IN
ANY JURISDICTION, THE VALIDITY, LEGALITY AND ENFORCEABILITY OF THE REMAINING
PROVISIONS OR OBLIGATIONS, OR OF SUCH PROVISION OR OBLIGATION IN ANY OTHER
JURISDICTION, SHALL NOT IN ANY WAY BE AFFECTED OR IMPAIRED THEREBY.
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10.12
OBLIGATIONS SEVERAL; INDEPENDENT NATURE OF LENDERS' RIGHTS.
THE
OBLIGATIONS OF THE LENDERS HEREUNDER ARE SEVERAL AND NO LENDER SHALL BE
RESPONSIBLE FOR THE OBLIGATIONS OR REVOLVING COMMITMENT OF ANY OTHER LENDER
HEREUNDER.
NOTHING CONTAINED HEREIN OR IN ANY OTHER CREDIT DOCUMENT, AND NO
ACTION TAKEN BY LENDERS PURSUANT HERETO OR THERETO, SHALL BE DEEMED TO
CONSTITUTE LENDERS AS A PARTNERSHIP, AN ASSOCIATION, A JOINT VENTURE OR ANY
OTHER KIND OF ENTITY. THE AMOUNTS PAYABLE AT ANY TIME HEREUNDER TO EACH LENDER
SHALL BE A SEPARATE AND INDEPENDENT DEBT, AND EACH LENDER SHALL BE ENTITLED TO
PROTECT AND ENFORCE ITS RIGHTS ARISING OUT HEREOF AND IT SHALL NOT BE NECESSARY
FOR ANY OTHER LENDER TO BE JOINED AS AN ADDITIONAL PARTY IN ANY PROCEEDING FOR
SUCH PURPOSE.
10.13
HEADINGS.
SECTION HEADINGS HEREIN ARE INCLUDED HEREIN FOR
CONVENIENCE OF REFERENCE ONLY AND SHALL NOT CONSTITUTE A PART HEREOF FOR ANY
OTHER PURPOSE OR BE GIVEN ANY SUBSTANTIVE EFFECT.
10.14
GOVERNING LAW.
THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE
PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF
LAWS PRINCIPLES THEREOF.
10.15
CONSENT TO JURISDICTION; SERVICE OF PROCESS.
ANY LEGAL ACTION OR
PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY OTHER CREDIT DOCUMENT MAY BE
BROUGHT IN THE COURTS OF THE STATE OF NEW YORK LOCATED IN THE CITY OF NEW YORK
OR OF THE UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK, AND,
BY EXECUTION AND DELIVERY OF THIS AGREEMENT, THE EACH CREDIT PARTY AND EACH
OTHER PARTY HERETO HEREBY ACCEPTS FOR ITSELF AND IN RESPECT OF ITS PROPERTY,
GENERALLY AND UNCONDITIONALLY, THE NON-EXCLUSIVE JURISDICTION OF THE AFORESAID