OR SET-OFF HAD NOT OCCURRED.
9.6
SEVERABILITY.
THE INVALIDITY, ILLEGALITY, OR UNENFORCEABILITY OF
ANY PROVISION UNDER THE LOAN DOCUMENTS IN ANY JURISDICTION SHALL NOT AFFECT OR
IMPAIR THE REMAINING PROVISIONS IN THE LOAN DOCUMENTS OR ANY SUCH INVALID,
UNENFORCEABLE OR ILLEGAL PROVISION IN ANY JURISDICTION IN WHICH IT IS NOT
INVALID, UNENFORCEABLE OR ILLEGAL.
9.7
LENDERS' OBLIGATIONS SEVERAL; INDEPENDENT NATURE OF LENDERS'
RIGHTS.
THE OBLIGATION OF EACH LENDER HEREUNDER IS SEVERAL AND NOT JOINT AND NO
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, 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 ADMINISTRATIVE
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.
9.8
HEADINGS.
SECTION AND SUBSECTION HEADINGS ARE INCLUDED HEREIN FOR
CONVENIENCE OF REFERENCE ONLY AND SHALL NOT CONSTITUTE A PART OF THIS AGREEMENT
FOR ANY OTHER PURPOSES OR BE GIVEN SUBSTANTIVE EFFECT.
9.9
APPLICABLE LAW.
THIS AGREEMENT SHALL BE GOVERNED BY AND SHALL BE
CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF
COLORADO, WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES THAT REQUIRE OR PERMIT
APPLICATION OF THE LAWS OF ANY OTHER STATE OR JURISDICTION.
9.10
SUCCESSORS AND ASSIGNS.
THIS AGREEMENT SHALL BE BINDING UPON AND
INURE TO THE BENEFIT OF THE PARTIES HERETO AND THEIR RESPECTIVE SUCCESSORS AND
PERMITTED ASSIGNS, EXCEPT THAT NONE OF THE LOAN PARTIES MAY ASSIGN THEIR
RESPECTIVE RIGHTS OR OBLIGATIONS HEREUNDER WITHOUT THE WRITTEN CONSENT OF ALL
LENDERS.
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9.11
NO FIDUCIARY RELATIONSHIP.
NO PROVISION IN THE LOAN DOCUMENTS AND
NO COURSE OF DEALING BETWEEN THE PARTIES SHALL BE DEEMED TO CREATE ANY FIDUCIARY
DUTY OWING TO THE LOAN PARTIES OR THEIR RESPECTIVE SUBSIDIARIES OR AFFILIATES BY
ADMINISTRATIVE AGENT OR ANY LENDER.
9.12
CONSTRUCTION.
ADMINISTRATIVE AGENT, EACH LENDER AND BORROWER
ACKNOWLEDGE THAT EACH OF THEM HAS HAD THE BENEFIT OF LEGAL COUNSEL OF ITS OWN
CHOICE AND HAS BEEN AFFORDED AN OPPORTUNITY TO REVIEW THE LOAN DOCUMENTS WITH
ITS LEGAL COUNSEL AND THAT THE LOAN DOCUMENTS SHALL BE CONSTRUCTED AS IF JOINTLY
DRAFTED BY ADMINISTRATIVE AGENT, EACH LENDER AND BORROWER.
9.13
CONFIDENTIALITY.
ADMINISTRATIVE AGENT AND LENDERS AGREE TO HOLD
ANY CONFIDENTIAL INFORMATION SUFFICIENTLY IDENTIFIED AS BEING CONFIDENTIAL OR
PROPRIETARY THAT THEY MAY RECEIVE FROM OR ON BEHALF OF THE LOAN PARTIES OR ANY
OF THEIR RESPECTIVE SUBSIDIARIES PURSUANT TO THIS AGREEMENT IN CONFIDENCE,
EXCEPT FOR DISCLOSURE: (A) ON A CONFIDENTIAL BASIS TO DIRECTORS, OFFICERS,
EMPLOYEES, ADMINISTRATIVE AGENT OR LEGAL COUNSEL, INDEPENDENT PUBLIC ACCOUNTANTS
AND OTHER PROFESSIONAL ADVISORS OF ADMINISTRATIVE AGENT OR LENDERS OR THEIR
RESPECTIVE AFFILIATES;