BY THE SECURED PARTIES 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 OR THE LC
EXPOSURE DOES NOT EQUAL ZERO 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 OR IN ANY OTHER LOAN DOCUMENT SHOULD BE
HELD INVALID, ILLEGAL OR UNENFORCEABLE IN ANY RESPECT, THE VALIDITY, LEGALITY
AND ENFORCEABILITY OF THE REMAINING PROVISIONS CONTAINED HEREIN AND THEREIN
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.
16.
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 IN SECTION 11.
DELIVERY OF AN EXECUTED SIGNATURE PAGE TO
THIS AGREEMENT BY FACSIMILE TRANSMISSION SHALL BE EFFECTIVE AS DELIVERY OF A
MANUALLY EXECUTED COUNTERPART OF THIS AGREEMENT.
6
17.
RULES OF INTERPRETATION.
THE RULES OF
INTERPRETATION SPECIFIED IN SECTION 1.03 OF THE CREDIT AGREEMENT SHALL BE
APPLICABLE TO THIS AGREEMENT.
18.
JURISDICTION; CONSENT TO SERVICE OF
PROCESS.
(A)
EACH GUARANTOR 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 THE OTHER LOAN DOCUMENTS, 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 BE HEARD AND DETERMINED IN SUCH NEW YORK STATE OR,
TO THE EXTENT PERMITTED BY LAW, IN SUCH FEDERAL COURT.
EACH OF THE PARTIES
HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE
CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR
IN ANY OTHER MANNER PROVIDED BY LAW.
NOTHING IN THIS AGREEMENT SHALL AFFECT ANY
RIGHT THAT THE ADMINISTRATIVE AGENT OR ANY OTHER SECURED PARTY MAY OTHERWISE
HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR THE OTHER
LOAN DOCUMENTS AGAINST ANY GUARANTOR OR ITS PROPERTIES IN THE COURTS OF ANY
JURISDICTION.
(B)
EACH GUARANTOR HEREBY IRREVOCABLY AND
UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT IT MAY LEGALLY AND EFFECTIVELY DO
SO, ANY OBJECTION