THE
ADMINISTRATIVE AGENT, ON BEHALF OF ANY SUCH PERSON), OR ANY FACILITY AGENT OR
LENDER EXERCISES 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 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 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 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 THE STATE OF NEW YORK LOCATED IN THE
CITY OF NEW YORK OR OF THE UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF
NEW YORK, AND, BY EXECUTION AND DELIVERY OF THIS AGREEMENT, THE EACH CREDIT
PARTY AND EACH OTHER PARTY HERETO HEREBY ACCEPTS FOR ITSELF AND IN RESPECT OF
ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, THE NON-EXCLUSIVE JURISDICTION OF
THE AFORESAID COURTS.
THE PARTIES HERETO HEREBY IRREVOCABLY WAIVE ANY
OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE
GROUNDS OF FORUM NON