OR BROUGHT AGAINST
BORROWER WITH RESPECT TO ANY SUCH PROCEEDING IN ANY SUCH COURT IN NEW YORK SHALL
BE EFFECTIVE AND BINDING SERVICE IN EVERY RESPECT IF SENT BY REGISTERED MAIL, OR
(IF PERMITTED BY LAW) BY FEDERAL EXPRESS OR OTHER SIMILAR OVERNIGHT COURIER
SERVICE, TO SUCH LOAN PARTY AT ITS ADDRESS SET FORTH ALONGSIDE ITS SIGNATURE
BELOW (OR SUCH OTHER ADDRESS AS AGENT IS NOTIFIED OF IN ACCORDANCE WITH THE
PROVISIONS OF SECTION 12.5).
NOTHING HEREIN SHALL AFFECT THE RIGHT OF AGENT OR
LENDERS TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR SHALL LIMIT THE
RIGHT OF AGENT OR ANY LENDER TO BRING PROCEEDINGS AGAINST ANY LOAN PARTY IN THE
COURTS OF ANY OTHER JURISDICTION.
12.11
SEVERABILITY.
IF ANY PROVISION OF THIS AGREEMENT SHALL BE HELD OR
DEEMED TO BE OR SHALL, IN FACT, BE ILLEGAL, INOPERATIVE OR UNENFORCEABLE, THE
SAME SHALL NOT AFFECT ANY OTHER PROVISION OR PROVISIONS HEREIN CONTAINED OR
RENDER THE SAME INVALID, INOPERATIVE OR UNENFORCEABLE TO ANY EXTENT WHATEVER.
12.12
RIGHT OF SET-OFF.
IN ADDITION TO ANY RIGHTS NOW OR HEREAFTER
GRANTED UNDER APPLICABLE LAW OR OTHERWISE AND NOT BY WAY OF LIMITATION OF ANY
SUCH RIGHTS, UPON THE OCCURRENCE OF AN EVENT OF DEFAULT EACH OF LENDERS IS
HEREBY AUTHORIZED AT ANY TIME OR FROM TIME TO TIME, WITHOUT NOTICE TO ANY LOAN
PARTY OR TO ANY OTHER PERSON, ANY SUCH NOTICE BEING HEREBY EXPRESSLY WAIVED, TO
SET-OFF AND TO APPROPRIATE AND APPLY ANY AND ALL DEPOSITS (GENERAL OR SPECIAL,
TIME OR DEMAND, PROVISIONAL OR FINAL) AND ANY OTHER INDEBTEDNESS AT ANY TIME
HELD OR OWING BY SUCH LENDER TO OR FOR THE CREDIT OR THE ACCOUNT OF SUCH LOAN
PARTY AGAINST AND ON ACCOUNT OF THE OBLIGATIONS AND LIABILITIES OF SUCH LOAN
PARTY NOW OR HEREAFTER EXISTING UNDER ANY OF THE LOAN
65
DOCUMENTS IRRESPECTIVE OF WHETHER OR NOT ANY DEMAND SHALL HAVE BEEN MADE
THEREUNDER AND ALTHOUGH SAID OBLIGATIONS, LIABILITIES OR CLAIMS, OR ANY OF THEM,
SHALL BE CONTINGENT OR UNMATURED.
LENDER OR LENDERS EXERCISING ANY RIGHTS
GRANTED UNDER THIS SECTION 12.12 SHALL THEREAFTER NOTIFY THE AFFECTED LOAN PARTY
AND AGENT OF SUCH ACTION; PROVIDED THAT THE FAILURE TO GIVE SUCH NOTICE SHALL
NOT AFFECT THE VALIDITY OF SUCH SET-OFF AND APPLICATION.
12.13
NO THIRD PARTY BENEFICIARIES.
THIS AGREEMENT IS SOLELY FOR THE
BENEFIT OF AGENT AND LENDERS AND BORROWER AND THE RESPECTIVE SUCCESSORS AND
ASSIGNS OF AGENT AND LENDERS AND NOTHING CONTAINED HEREIN SHALL BE DEEMED TO
CONFER UPON ANYONE OTHER THAN BORROWER ANY RIGHT TO INSIST ON OR TO ENFORCE THE
PERFORMANCE OR OBSERVANCE OF ANY OF THE OBLIGATIONS OF AGENT OR LENDERS
CONTAINED HEREIN.
ALL CONDITIONS TO THE OBLIGATIONS OF LENDERS TO MAKE LOANS
HEREUNDER ARE IMPOSED SOLELY AND EXCLUSIVELY FOR THE BENEFIT OF LENDERS AND
THEIR RESPECTIVE SUCCESSORS AND ASSIGNS AND NO OTHER PERSON SHALL HAVE STANDING
TO REQUIRE SATISFACTION OF SUCH CONDITIONS IN ACCORDANCE WITH THEIR TERMS AND NO
OTHER PERSON SHALL UNDER ANY CIRCUMSTANCES BE DEEMED TO BE BENEFICIARY OF SUCH
CONDITIONS.