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, STATE OR FEDERAL LAW, COMMON LAW OR EQUITABLE CAUSE, THEN TO THE
EXTENT OF SUCH RECOVERY, THE OBLIGATIONS OR PART THEREOF ORIGINALLY INTENDED TO
BE SATISFIED, AND ALL LIENS, RIGHTS AND REMEDIES THEREFOR, SHALL BE REVIVED AND
CONTINUED IN FULL FORCE AND EFFECT AS IF SUCH PAYMENT HAD NOT BEEN MADE OR SUCH
ENFORCEMENT OR SETOFF HAD NOT OCCURRED.
10.7
ENTIRE AGREEMENT.
THIS AGREEMENT AND THE OTHER
LOAN DOCUMENTS EMBODY THE ENTIRE AGREEMENT AMONG THE PARTIES HERETO AND
SUPERSEDE ALL PRIOR COMMITMENTS, AGREEMENTS, REPRESENTATIONS, AND
UNDERSTANDINGS, WHETHER WRITTEN OR ORAL, RELATING TO THE SUBJECT MATTER HEREOF,
AND MAY NOT BE CONTRADICTED OR VARIED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR
SUBSEQUENT ORAL AGREEMENTS OR DISCUSSIONS OF THE PARTIES HERETO.
65
10.8
SEVERABILITY.
THE INVALIDITY, ILLEGALITY OR
UNENFORCEABILITY IN ANY JURISDICTION OF ANY PROVISION IN OR OBLIGATION UNDER
THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS SHALL NOT AFFECT OR IMPAIR THE
VALIDITY, LEGALITY OR ENFORCEABILITY OF THE REMAINING PROVISIONS OR OBLIGATIONS
UNDER THIS AGREEMENT, OR THE OTHER LOAN DOCUMENTS.
10.9
LENDERS' OBLIGATIONS SEVERAL; INDEPENDENT NATURE
OF LENDERS' RIGHTS.
THE OBLIGATION OF EACH LENDER HEREUNDER IS SEVERAL AND NOT
JOINT AND NEITHER AGENT NOR ANY LENDER SHALL BE RESPONSIBLE FOR THE OBLIGATION
OR COMMITMENT OF ANY OTHER LENDER HEREUNDER.
IN THE EVENT THAT ANY LENDER AT
ANY TIME SHOULD FAIL TO MAKE A LOAN AS HEREIN PROVIDED, THE LENDERS, OR ANY OF
THEM, AT THEIR SOLE OPTION, MAY MAKE THE LOAN THAT WAS TO HAVE BEEN MADE BY THE
LENDER SO FAILING TO MAKE SUCH LOAN.
NOTHING CONTAINED IN ANY LOAN DOCUMENT AND
NO ACTION TAKEN BY AGENT OR ANY LENDER PURSUANT HERETO OR THERETO SHALL BE
DEEMED TO CONSTITUTE LENDERS TO BE 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, PROVIDED AGENT
FAILS OR REFUSES TO EXERCISE ANY REMEDIES AGAINST ANY OBLIGOR AFTER RECEIVING
THE DIRECTION OF THE REQUISITE LENDERS, EACH LENDER SHALL BE ENTITLED TO PROTECT
AND ENFORCE ITS RIGHTS ARISING OUT OF THIS AGREEMENT AND IT SHALL NOT BE
NECESSARY FOR ANY OTHER LENDER TO BE JOINED AS AN ADDITIONAL PARTY IN ANY
PROCEEDING FOR SUCH PURPOSE.
10.10
HEADINGS.
SECTION AND SUBSECTION 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 OR BE GIVEN ANY
SUBSTANTIVE EFFECT.
10.11
APPLICABLE LAW.
THIS AGREEMENT SHALL BE GOVERNED BY,
AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE
STATE OF ILLINOIS, WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES.
10.12
SUCCESSORS AND ASSIGNS.
THIS AGREEMENT SHALL BE
BINDING UPON AND INURE TO THE BENEFIT OF THE PARTIES HERETO AND THEIR RESPECTIVE
SUCCESSORS AND ASSIGNS, PROVIDED, HOWEVER, NO OBLIGOR MAY ASSIGN ITS RIGHTS OR
OBLIGATIONS HEREUNDER