EXERCISE OF ANY SUCH RIGHT, POWER OR REMEDY.
10.10
MARSHALLING; PAYMENTS SET ASIDE.
NEITHER ANY FACILITY AGENT NOR ANY
LENDER NOR ANY OTHER SECURED PARTY SHALL BE UNDER ANY OBLIGATION TO MARSHAL ANY
ASSETS IN FAVOR OF ANY CREDIT PARTY OR ANY OTHER PERSON OR AGAINST OR IN PAYMENT
OF ANY OR ALL OF THE OBLIGATIONS.
TO THE EXTENT THAT ANY CREDIT PARTY MAKES A
PAYMENT OR PAYMENTS TO ANY FACILITY AGENT OR ANY LENDER (OR TO THE
ADMINISTRATIVE AGENT, ON BEHALF OF ANY SUCH PERSON), OR ANY FACILITY AGENT OR
LENDER 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.
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 LOANS OF ANY OTHER LENDER HEREUNDER.
NOTHING
CONTAINED HEREIN OR IN ANY OTHER CREDIT DOCUMENT, AND NO ACTION TAKEN
107
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