PROPOSED CHANGE, WAIVER, DISCHARGE OR TERMINATION WITH RESPECT TO ANY LOAN
DOCUMENT THAT HAS BEEN APPROVED BY THE REQUIRED LENDERS AS PROVIDED IN
SECTION 10.01 BUT REQUIRES UNANIMOUS CONSENT OF ALL LENDERS OR ALL LENDERS
DIRECTLY AFFECTED THEREBY (AS APPLICABLE), OR ANY LENDER IS A DEFAULTING LENDER,
THEN THE BORROWER MAY, AT ITS SOLE EXPENSE AND EFFORT, UPON NOTICE TO SUCH
LENDER AND THE ADMINISTRATIVE AGENT, REQUIRE SUCH LENDER TO ASSIGN AND DELEGATE,
WITHOUT RECOURSE (IN ACCORDANCE WITH AND SUBJECT TO THE RESTRICTIONS CONTAINED
IN, AND CONSENTS REQUIRED BY, SECTION 10.06), ALL OF ITS INTERESTS, RIGHTS AND
OBLIGATIONS UNDER THIS AGREEMENT AND THE RELATED LOAN DOCUMENTS TO AN ASSIGNEE
THAT SHALL ASSUME SUCH OBLIGATIONS (WHICH ASSIGNEE MAY BE ANOTHER LENDER, IF A
LENDER ACCEPTS SUCH ASSIGNMENT), PROVIDED THAT:
(A)
THE BORROWER SHALL HAVE PAID TO THE ADMINISTRATIVE AGENT THE
ASSIGNMENT FEE SPECIFIED IN SECTION 10.06(B);
(B)
SUCH LENDER SHALL HAVE RECEIVED PAYMENT OF AN AMOUNT EQUAL TO THE
OUTSTANDING PRINCIPAL OF ITS LOANS AND L/C ADVANCES, ACCRUED INTEREST THEREON,
ACCRUED FEES AND ALL OTHER AMOUNTS PAYABLE TO IT HEREUNDER AND UNDER THE OTHER
LOAN DOCUMENTS (INCLUDING ANY AMOUNTS UNDER SECTION 3.05) FROM THE ASSIGNEE (TO
THE EXTENT OF SUCH OUTSTANDING PRINCIPAL AND ACCRUED INTEREST AND FEES) OR THE
BORROWER (IN THE CASE OF ALL OTHER AMOUNTS);
(C)
IN THE CASE OF ANY SUCH ASSIGNMENT RESULTING FROM A CLAIM FOR
COMPENSATION UNDER SECTION 3.04 OR PAYMENTS REQUIRED TO BE MADE PURSUANT TO
SECTION 3.01, SUCH ASSIGNMENT WILL RESULT IN A REDUCTION IN SUCH COMPENSATION OR
PAYMENTS THEREAFTER;
(D)
SUCH ASSIGNMENT DOES NOT CONFLICT WITH APPLICABLE LAWS; AND
(E)
IN THE CASE OF ANY SUCH ASSIGNMENT RESULTING FROM A NON-CONSENTING
LENDER'S FAILURE TO CONSENT TO A PROPOSED CHANGE, WAIVER, DISCHARGE OR
TERMINATION WITH RESPECT TO ANY LOAN DOCUMENT, THE APPLICABLE REPLACEMENT BANK,
FINANCIAL INSTITUTION OR FUND CONSENTS TO THE PROPOSED CHANGE, WAIVER, DISCHARGE
OR TERMINATION; PROVIDED THAT THE FAILURE BY SUCH NON-CONSENTING LENDER TO
EXECUTE AND DELIVER AN ASSIGNMENT AND ASSUMPTION SHALL NOT IMPAIR THE VALIDITY
OF THE REMOVAL OF SUCH NON-CONSENTING LENDER AND THE MANDATORY ASSIGNMENT OF
SUCH NON-CONSENTING LENDER'S COMMITMENTS AND OUTSTANDING LOANS AND
PARTICIPATIONS IN L/C OBLIGATIONS AND SWING LINE LOANS PURSUANT TO THIS
SECTION 11.13 SHALL NEVERTHELESS BE EFFECTIVE WITHOUT THE EXECUTION BY SUCH
NON-CONSENTING LENDER OF AN ASSIGNMENT AND ASSUMPTION.
A Lender shall not be required to make any such assignment or delegation if,
prior thereto, as a result of a waiver by such Lender or otherwise, the
circumstances entitling the Borrower to require such assignment and delegation
cease to apply.
10.14.
GOVERNING LAW; JURISDICTION; ETC.
(A)
GOVERNING LAW.
THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED
IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK;
121
PROVIDED THAT THE ADMINISTRATIVE AGENT SHALL RETAIN ALL RIGHTS ARISING UNDER
FEDERAL LAW.
(B)
SUBMISSION TO JURISDICTION.
EACH LOAN PARTY IRREVOCABLY AND
UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE NONEXCLUSIVE
JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY