ASSIGNS.
49
DELIVERY OF AN EXECUTED COUNTERPART OF THIS CREDIT AGREEMENT BY FACSIMILE
TRANSMISSION SHALL BE EFFECTIVE AS DELIVERY OF A MANUALLY EXECUTED COUNTERPART
OF THIS CREDIT AGREEMENT.
SECTION 10.7
SEVERABILITY. IN THE EVENT ANY ONE
OR MORE OF THE PROVISIONS CONTAINED IN THIS CREDIT AGREEMENT SHOULD BE HELD
INVALID, ILLEGAL OR UNENFORCEABLE IN ANY RESPECT, THE VALIDITY, LEGALITY AND
ENFORCEABILITY OF THE REMAINING PROVISIONS CONTAINED HEREIN SHALL NOT IN ANY WAY
BE AFFECTED OR IMPAIRED THEREBY (IT BEING UNDERSTOOD THAT THE INVALIDITY OF A
PARTICULAR PROVISION IN A PARTICULAR JURISDICTION SHALL NOT IN AND OF ITSELF
AFFECT THE VALIDITY OF SUCH PROVISION IN ANY OTHER JURISDICTION). THE PARTIES
SHALL ENDEAVOR IN GOOD FAITH NEGOTIATIONS TO REPLACE THE INVALID, ILLEGAL OR
UNENFORCEABLE PROVISIONS WITH VALID PROVISIONS THE ECONOMIC EFFECT OF WHICH
COMES AS CLOSE AS POSSIBLE TO THAT OF THE INVALID, ILLEGAL OR UNENFORCEABLE
PROVISIONS.
SECTION 10.8
RIGHT OF SETOFF. IF AN EVENT OF
DEFAULT SHALL HAVE OCCURRED AND BE CONTINUING, EACH OF THE LENDERS AND THEIR
RESPECTIVE AFFILIATES IS HEREBY AUTHORIZED AT ANY TIME AND FROM TIME TO TIME, TO
THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, TO SETOFF AND APPLY ANY AND ALL
DEPOSITS (GENERAL OR SPECIAL, TIME OR DEMAND, PROVISIONAL OR FINAL) AT ANY TIME
HELD AND OTHER OBLIGATIONS AT ANY TIME OWING BY IT TO OR FOR THE CREDIT OR THE
ACCOUNT OF ANY BORROWER AGAINST ANY OF AND ALL THE OBLIGATIONS OF SUCH BORROWER
NOW OR HEREAFTER EXISTING UNDER THIS CREDIT AGREEMENT HELD BY IT, IRRESPECTIVE
OF WHETHER OR NOT IT SHALL HAVE MADE ANY DEMAND UNDER THIS CREDIT AGREEMENT AND
ALTHOUGH SUCH OBLIGATIONS MAY BE UNMATURED. THE RIGHTS OF EACH THE LENDERS AND
THEIR RESPECTIVE AFFILIATES UNDER THIS SECTION ARE IN ADDITION TO OTHER RIGHTS
AND REMEDIES (INCLUDING OTHER RIGHTS OF SETOFF) THAT IT MAY HAVE.
SECTION 10.9
GOVERNING LAW; JURISDICTION; CONSENT
TO SERVICE OF PROCESS.
(A)
THIS CREDIT AGREEMENT SHALL BE GOVERNED BY,
AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
(B)
EACH OF THE BORROWERS HEREBY IRREVOCABLY AND
UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE NONEXCLUSIVE
JURISDICTION OF ANY NEW YORK STATE COURT OR FEDERAL COURT OF THE UNITED STATES
OF AMERICA SITTING IN NEW YORK CITY, AND ANY APPELLATE COURT FROM ANY THEREOF,
IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS CREDIT AGREEMENT
OR THE OTHER LOAN DOCUMENTS, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT,
AND EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY AGREES
THAT, TO THE EXTENT PERMITTED BY APPLICABLE LAW, ALL CLAIMS IN RESPECT OF ANY
SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE
COURT OR, TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH
OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR
PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY
SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN