CONSENT OF THE LENDERS IF
REQUIRED UNDER THE CREDIT AGREEMENT).
SECTION 11.
GOVERNING LAW.
THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED
IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
SECTION 12.
NOTICES.
ALL COMMUNICATIONS AND NOTICES HEREUNDER SHALL BE IN
WRITING AND GIVEN AS PROVIDED IN SECTION 9.01 OF THE CREDIT AGREEMENT.
ALL
COMMUNICATIONS AND NOTICES HEREUNDER TO THE GUARANTOR SHALL BE GIVEN TO IT IN
CARE OF THE BORROWER.
SECTION 13.
SURVIVAL OF AGREEMENT; SEVERABILITY.
(A)
ALL COVENANTS,
AGREEMENTS, REPRESENTATIONS AND WARRANTIES MADE BY THE GUARANTOR HEREIN AND IN
THE CERTIFICATES
-4-
OR OTHER INSTRUMENTS PREPARED OR DELIVERED IN CONNECTION WITH OR PURSUANT TO
THIS AGREEMENT SHALL BE CONSIDERED TO HAVE BEEN RELIED UPON BY THE AGENT AND THE
LENDERS AND SHALL SURVIVE THE MAKING BY THE LENDERS OF THE LOANS REGARDLESS OF
ANY INVESTIGATION MADE BY ANY OF THEM OR ON THEIR BEHALF, AND SHALL CONTINUE IN
FULL FORCE AND EFFECT AS LONG AS THE PRINCIPAL OF OR ANY ACCRUED INTEREST ON ANY
LOAN OR ANY OTHER FEE OR AMOUNT PAYABLE UNDER THIS AGREEMENT OR ANY OTHER LOAN
DOCUMENT IS OUTSTANDING AND UNPAID AND AS LONG AS THE COMMITMENTS HAVE NOT BEEN
TERMINATED.
(B)
IN THE EVENT ANY ONE OR MORE OF THE PROVISIONS CONTAINED IN THIS AGREEMENT
SHOULD BE HELD INVALID, ILLEGAL OR UNENFORCEABLE IN ANY RESPECT, THE VALIDITY,
LEGALITY AND ENFORCEABILITY OF THE REMAINING PROVISIONS CONTAINED HEREIN SHALL
NOT IN ANY WAY BE AFFECTED OR IMPAIRED THEREBY (IT BEING UNDERSTOOD THAT THE
INVALIDITY OF A PARTICULAR PROVISION IN A PARTICULAR JURISDICTION SHALL NOT IN
AND OF ITSELF AFFECT THE VALIDITY OF SUCH PROVISION IN ANY OTHER JURISDICTION).
THE PARTIES SHALL ENDEAVOR IN GOOD-FAITH NEGOTIATIONS TO REPLACE THE INVALID,
ILLEGAL OR UNENFORCEABLE PROVISIONS WITH VALID PROVISIONS THE ECONOMIC EFFECT OF
WHICH COMES AS CLOSE AS POSSIBLE TO THAT OF THE INVALID, ILLEGAL OR
UNENFORCEABLE PROVISIONS.
SECTION 14.
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED IN COUNTERPARTS, EACH
OF WHICH SHALL CONSTITUTE AN ORIGINAL, BUT ALL OF WHICH WHEN TAKEN TOGETHER
SHALL CONSTITUTE A SINGLE CONTRACT, AND SHALL BECOME EFFECTIVE AS PROVIDED
HEREIN.
DELIVERY OF AN EXECUTED SIGNATURE PAGE TO THIS AGREEMENT BY FACSIMILE
OR OTHER ELECTRONIC TRANSMISSION SHALL BE AS EFFECTIVE AS DELIVERY OF A MANUALLY
EXECUTED COUNTERPART OF THIS AGREEMENT.
SECTION 15.
RULES OF INTERPRETATION.
THE RULES OF INTERPRETATION SPECIFIED IN
SECTION 1.02 OF THE CREDIT AGREEMENT SHALL BE APPLICABLE TO THIS AGREEMENT.
SECTION 16.
JURISDICTION; CONSENT TO SERVICE OF PROCESS.
(A)
EACH PARTY TO
THIS AGREEMENT HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND
ITS PROPERTY, TO THE NONEXCLUSIVE JURISDICTION OF ANY NEW YORK STATE COURT OR
FEDERAL COURT OF THE UNITED STATES OF AMERICA SITTING IN NEW YORK CITY, AND ANY
APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR
RELATING TO THIS AGREEMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT,
AND EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY AGREES
THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY