IS HELD TO BE ILLEGAL, INVALID OR UNENFORCEABLE, (A) THE
LEGALITY, VALIDITY AND ENFORCEABILITY OF THE REMAINING PROVISIONS OF THIS
AGREEMENT AND THE OTHER LOAN DOCUMENTS SHALL NOT BE AFFECTED OR IMPAIRED THEREBY
AND (B) THE PARTIES SHALL ENDEAVOR IN GOOD FAITH NEGOTIATIONS TO REPLACE THE
ILLEGAL, INVALID OR UNENFORCEABLE PROVISIONS WITH VALID PROVISIONS THE ECONOMIC
EFFECT OF WHICH COMES AS CLOSE AS POSSIBLE TO THAT OF THE ILLEGAL, INVALID OR
UNENFORCEABLE PROVISIONS.
THE INVALIDITY OF A PROVISION IN A PARTICULAR
JURISDICTION SHALL NOT INVALIDATE OR RENDER UNENFORCEABLE SUCH PROVISION IN ANY
OTHER JURISDICTION.
SECTION 12.15
REPLACEMENT OF LENDERS.
UNDER ANY CIRCUMSTANCES SET
FORTH HEREIN PROVIDING THAT THE BORROWERS SHALL HAVE THE RIGHT TO REPLACE A
LENDER AS A PARTY TO THIS
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AGREEMENT, THE BORROWERS MAY, UPON NOTICE TO SUCH LENDER AND THE ADMINISTRATIVE
AGENT, REPLACE SUCH LENDER BY CAUSING SUCH LENDER TO ASSIGN ITS REVOLVING
COMMITMENT, DELAYED DRAW COMMITMENT AND OUTSTANDING LOANS (WITH THE ASSIGNMENT
FEE TO BE PAID BY THE BORROWERS IN SUCH INSTANCE) PURSUANT TO
SECTION 12.07(B) TO ONE OR MORE OTHER LENDERS OR ASSIGNEES SATISFACTORY TO THE
ADMINISTRATIVE AGENT AND PROCURED BY THE BORROWERS (EACH, A "REPLACEMENT
LENDER"); PROVIDED, HOWEVER, THAT IF THE BORROWERS ELECT TO EXERCISE SUCH RIGHT
WITH RESPECT TO ANY LENDER PURSUANT TO SECTION 3.06(B), IT SHALL BE OBLIGATED TO
REPLACE ALL LENDERS THAT HAVE MADE SIMILAR REQUESTS FOR COMPENSATION PURSUANT TO
SECTION 3.01 OR 3.04.
THE BORROWERS SHALL HAVE REIMBURSED SUCH LENDER FOR ITS
INCREASED COSTS AND ADDITIONAL PAYMENTS FOR WHICH IT IS ENTITLED TO
REIMBURSEMENT UNDER SECTION 3.01, 3.04 OR 3.05, AS APPLICABLE, THROUGH THE DATE
OF SUCH SALE AND ASSIGNMENT.
ANY LENDER BEING REPLACED SHALL EXECUTE AND
DELIVER AN ASSIGNMENT AND ASSUMPTION WITH RESPECT TO SUCH LENDER'S COMMITMENT
AND OUTSTANDING LOANS AND SUCH LENDER'S L/C EXPOSURE.
SECTION 12.16
GOVERNING LAW.
(A)
THE VALIDITY, INTERPRETATION AND ENFORCEMENT OF THIS AGREEMENT AND
THE OTHER LOAN DOCUMENTS SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,
THE LAW OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE
PERFORMED ENTIRELY WITHIN SUCH STATE; PROVIDED THAT THE ADMINISTRATIVE AGENT AND
EACH LENDER SHALL RETAIN ALL RIGHTS ARISING UNDER FEDERAL LAW.
(B)
EACH PARTY HERETO HEREBY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF
THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK AND OF
THE SUPREME COURT OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY (INCLUDING
ITS APPELLATE DIVISION), AND OF ANY OTHER APPELLATE COURT IN THE STATE OF NEW
YORK, FOR THE PURPOSES OF ALL LEGAL PROCEEDINGS ARISING OUT OF OR RELATING TO
THIS LOAN AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
EACH LOAN PARTY
HEREBY ALSO SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF ALL FEDERAL AND STATE
COURTS SITTING IN ANY STATE IN WHICH A BORROWER OR OTHER LOAN PARTY OWNS
PROPERTY OR OPERATES ITS BUSINESS.
EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES,
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW
OR HEREAFTER HAVE TO THE LAYING OF THE VENUE