PERFECTED FIRST-PRIORITY SECURITY INTEREST IN SUCH ASSETS, PROVIDED THAT TO
THE EXTENT THAT ANY LEASE OF (OR OPERATING/MANAGEMENT AGREEMENT WITH RESPECT TO)
REAL PROPERTY PROHIBITS ASSIGNMENT OF SUCH LEASE (OR OPERATING/MANAGEMENT
AGREEMENT) WITHOUT THE CONSENT OF THE LESSOR OR ANOTHER PARTY THEREUNDER, THE
BORROWERS SHALL NOT BE REQUIRED TO GRANT A MORTGAGE ON THE LEASEHOLD INTEREST
UNDER SUCH LEASE, BUT IN SUCH EVENT, THE BORROWER AGREES TO DILIGENTLY AND IN
GOOD FAITH USE ITS REASONABLE BEST EFFORTS TO OBTAIN THE CONSENT (WHICH CONSENT
SHALL BE IN FORM
126
AND SUBSTANCE REASONABLY SATISFACTORY TO THE ADMINISTRATIVE AGENT) OF THE
APPLICABLE LESSOR OR OTHER PARTY TO SUCH LEASEHOLD MORTGAGE (AND, UPON THE
RECEIPT OF SUCH CONSENT, THE BORROWERS SHALL PROMPTLY GRANT SUCH LEASEHOLD
MORTGAGE AND COMPLY WITH THE OTHER PROVISIONS OF THIS SECTION 10.15 WITH RESPECT
THERETO).
(B)
IN THE EVENT ANY BORROWER DISPOSES OF ANY ASSETS AS PERMITTED
UNDER, AND IN COMPLIANCE WITH, SECTION 7.04(B), AND SO LONG AS SUCH BORROWER
SHALL HAVE PROVIDED THE ADMINISTRATIVE AGENT WITH SUCH CERTIFICATIONS OR
DOCUMENTS, IF ANY, AS THE ADMINISTRATIVE AGENT SHALL REASONABLY REQUEST, THE
ADMINISTRATIVE AGENT WILL, AT THE BORROWERS' SOLE COST AND EXPENSE, AND WITHOUT
RECOURSE TO OR WARRANTY BY THE ADMINISTRATIVE AGENT, EXECUTE AND DELIVER ALL
SUCH FORMS, RELEASES, DISCHARGES, ASSIGNMENTS, TERMINATION STATEMENTS, AND
SIMILAR DOCUMENTS AS THE BORROWERS MAY REASONABLY REQUEST IN ORDER TO RELEASE
THE LIENS GRANTED TO THE ADMINISTRATIVE AGENT WITH RESPECT TO SUCH ASSETS.
10.16
EXISTING CREDIT AGREEMENT SUPERSEDED.
(A)
EXISTING CREDIT AGREEMENT SUPERSEDED.
ON THE CLOSING DATE, THIS
AGREEMENT SHALL SUPERSEDE THE EXISTING CREDIT AGREEMENT IN ITS ENTIRETY, EXCEPT
AS PROVIDED IN THIS SECTION.
ON THE CLOSING DATE, THE RIGHTS AND OBLIGATIONS OF
THE PARTIES HERETO EVIDENCED BY THE EXISTING CREDIT AGREEMENT SHALL BE EVIDENCED
BY THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS, THE "LOANS" AS DEFINED IN THE
EXISTING CREDIT AGREEMENT SHALL BE CONVERTED TO LOANS AS DEFINED HEREIN AND THE
EXISTING LETTERS OF CREDIT ISSUED BY THE L/C ISSUER (AS DEFINED IN THE EXISTING
CREDIT AGREEMENT) FOR THE ACCOUNT OF THE BORROWERS PRIOR TO THE CLOSING DATE
SHALL BE DEEMED TO BE LETTERS OF CREDIT UNDER THIS CREDIT AGREEMENT, AND SHALL
BEAR INTEREST AND BE SUBJECT TO SUCH OTHER FEES AS SET FORTH IN THIS AGREEMENT.
(B)
INTEREST AND FEES UNDER SUPERSEDED AGREEMENT.
ALL INTEREST AND
FEES AND EXPENSES, IF ANY, OWING OR ACCRUING UNDER OR IN RESPECT OF THE EXISTING
CREDIT AGREEMENT THROUGH THE CLOSING DATE (INCLUDING ANY BREAKAGE FEES IN
RESPECT OF EURODOLLAR RATE LOANS AS DEFINED THEREIN) SHALL BE CALCULATED AS OF
THE CLOSING DATE (PRO-RATED IN THE CASE OF ANY FRACTIONAL PERIODS), AND SHALL BE
PAID ON THE CLOSING DATE.
10.17
GOVERNING LAW; JURISDICTION; ETC.
(A)
GOVERNING LAW.
THIS AGREEMENT AND THE OBLIGATIONS ARISING
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 PRINCIPALS THEREOF (OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK
GENERAL OBLIGATIONS LAW).
(B)
SUBMISSION