10.6.
SEVERABILITY.
ANY PROVISION OF THIS AGREEMENT OR ANY OTHER LOAN
DOCUMENT WHICH IS PROHIBITED OR UNENFORCEABLE IN ANY JURISDICTION SHALL, AS TO
SUCH PROVISION AND SUCH JURISDICTION, BE INEFFECTIVE TO THE EXTENT OF SUCH
PROHIBITION OR UNENFORCEABILITY WITHOUT INVALIDATING THE REMAINING PROVISIONS OF
THIS AGREEMENT OR SUCH LOAN DOCUMENT OR AFFECTING THE VALIDITY OR ENFORCEABILITY
OF SUCH PROVISION IN ANY OTHER JURISDICTION.
SECTION 10.7.
HEADINGS.
THE VARIOUS HEADINGS OF THIS AGREEMENT AND OF EACH
OTHER LOAN DOCUMENT ARE INSERTED FOR CONVENIENCE ONLY AND SHALL NOT AFFECT THE
MEANING OR INTERPRETATION OF THIS AGREEMENT OR SUCH OTHER LOAN DOCUMENT OR ANY
PROVISIONS HEREOF OR THEREOF.
SECTION 10.8.
EXECUTION IN COUNTERPARTS, EFFECTIVENESS, ETC.
THIS AGREEMENT
MAY BE EXECUTED BY THE PARTIES HERETO IN SEVERAL COUNTERPARTS, EACH OF WHICH
SHALL BE EXECUTED BY THE BORROWER AND THE AGENT AND SHALL BE DEEMED TO BE AN
ORIGINAL AND ALL OF WHICH SHALL CONSTITUTE TOGETHER BUT ONE AND THE SAME
AGREEMENT.
THIS AGREEMENT SHALL BECOME EFFECTIVE WHEN COUNTERPARTS HEREOF
EXECUTED ON BEHALF OF THE BORROWER AND EACH LENDER (OR NOTICE THEREOF
SATISFACTORY TO THE AGENT) SHALL HAVE BEEN RECEIVED BY THE AGENT AND NOTICE
THEREOF SHALL HAVE BEEN GIVEN BY THE AGENT TO THE BORROWER AND EACH LENDER.
SECTION 10.9.
GOVERNING LAW; ENTIRE AGREEMENT.
THIS AGREEMENT, THE NOTES AND
EACH OTHER LOAN DOCUMENT SHALL EACH BE DEEMED TO BE A CONTRACT MADE UNDER AND
GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK.
THIS AGREEMENT, THE
NOTES AND THE OTHER LOAN DOCUMENTS CONSTITUTE THE ENTIRE UNDERSTANDING AMONG THE
PARTIES HERETO WITH RESPECT TO THE SUBJECT MATTER HEREOF AND SUPERSEDE ANY PRIOR
AGREEMENTS, WRITTEN OR ORAL, WITH RESPECT THERETO.
SECTION 10.10.
SUCCESSORS AND ASSIGNS.
THIS AGREEMENT SHALL BE BINDING UPON
AND SHALL INURE TO THE BENEFIT OF THE PARTIES HERETO AND THEIR RESPECTIVE
SUCCESSORS AND ASSIGNS; PROVIDED, HOWEVER, THAT:
(A)
THE BORROWER MAY NOT ASSIGN OR TRANSFER ITS RIGHTS OR OBLIGATIONS
HEREUNDER WITHOUT THE PRIOR WRITTEN CONSENT OF THE AGENT AND ALL LENDERS; AND
(B)
THE RIGHTS OF SALE, ASSIGNMENT AND TRANSFER OF THE LENDERS ARE
SUBJECT TO SECTION 10.11.
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SECTION 10.11.
Sale and Transfer of Loans and Note; Participations in Loans and
Note.
Each Lender may assign, or sell participations in, its Loans and
Commitments to one or more other Persons in accordance with this Section 10.11.
SECTION 10.11.1.
Assignments.
Any Lender,
(a)
with the written consent of the Borrower and the Agent (which
consent shall not be unreasonably delayed or withheld, and which consent, in the
case of the Borrower, shall be deemed to have been given if the Borrower fails
to deliver a written notice to the Agent on or before the tenth Business Day
after receipt by the Borrower of the Agent's request for consent, stating, in
reasonable detail, the reasons why the Borrower proposes to withhold such
consent) may at any time assign and delegate to other commercial banks, other
financial institutions or Approved Funds its Loans and Commitments hereunder;
provided, however, that if an Event