SUCH A
MANNER AS TO BE EFFECTIVE AND VALID UNDER APPLICABLE LAW, BUT IF ANY PROVISION
OF THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT SHALL BE PROHIBITED BY OR INVALID
UNDER APPLICABLE LAW, SUCH PROVISION SHALL BE INEFFECTIVE ONLY TO THE EXTENT OF
SUCH PROHIBITION OR INVALIDITY, WITHOUT INVALIDATING THE REMAINDER OF SUCH
PROVISION OR THE REMAINING PROVISIONS OF THIS AGREEMENT OR SUCH OTHER LOAN
DOCUMENT.
11.7
CONFLICT OF TERMS.
EXCEPT AS OTHERWISE PROVIDED
IN THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS BY SPECIFIC REFERENCE TO
THE APPLICABLE PROVISIONS OF THIS AGREEMENT, IF ANY PROVISION CONTAINED IN THIS
AGREEMENT CONFLICTS WITH ANY PROVISION IN ANY OF THE OTHER LOAN DOCUMENTS, THE
PROVISION CONTAINED IN THIS AGREEMENT SHALL GOVERN AND CONTROL.
11.8
CONFIDENTIALITY.
AGENT AND EACH LENDER AGREE TO
USE COMMERCIALLY REASONABLE EFFORTS (EQUIVALENT TO THE EFFORTS AGENT OR SUCH
LENDER APPLIES TO MAINTAIN THE CONFIDENTIALITY OF ITS OWN CONFIDENTIAL
INFORMATION) TO MAINTAIN AS CONFIDENTIAL ALL CONFIDENTIAL INFORMATION PROVIDED
TO THEM BY THE CREDIT PARTIES AND DESIGNATED AS CONFIDENTIAL FOR A PERIOD OF 2
YEARS
72
FOLLOWING RECEIPT THEREOF, EXCEPT THAT AGENT AND ANY LENDER MAY DISCLOSE SUCH
INFORMATION (A) TO PERSONS EMPLOYED OR ENGAGED BY AGENT OR SUCH LENDER,
INCLUDING ANY AGENTS THAT HAVE BEEN GRANTED ACCESS PURSUANT TO SECTION 1.14; (B)
TO ANY BONA FIDE ASSIGNEE OR PARTICIPANT OR POTENTIAL ASSIGNEE OR PARTICIPANT
THAT HAS AGREED TO COMPLY WITH THE COVENANT CONTAINED IN THIS SECTION 11.8 (AND
ANY SUCH BONA FIDE ASSIGNEE OR PARTICIPANT OR POTENTIAL ASSIGNEE OR PARTICIPANT
MAY DISCLOSE SUCH INFORMATION TO PERSONS EMPLOYED OR ENGAGED BY THEM AS
DESCRIBED IN CLAUSE (A) ABOVE); (C) AS REQUIRED OR REQUESTED BY ANY GOVERNMENTAL
AUTHORITY OR REASONABLY BELIEVED BY AGENT OR SUCH LENDER TO BE COMPELLED BY ANY
COURT DECREE, SUBPOENA OR LEGAL OR ADMINISTRATIVE ORDER OR PROCESS; (D) AS, ON
THE ADVICE OF AGENT'S OR SUCH LENDER'S COUNSEL, IS REQUIRED BY LAW; (E) IN
CONNECTION WITH THE EXERCISE OF ANY RIGHT OR REMEDY UNDER THE LOAN DOCUMENTS OR
IN CONNECTION WITH ANY LITIGATION TO WHICH AGENT OR SUCH LENDER IS A PARTY; OR
(F) THAT CEASES TO BE CONFIDENTIAL THROUGH NO FAULT OF AGENT OR ANY LENDER.
11.9
GOVERNING LAW.
EXCEPT AS OTHERWISE EXPRESSLY
PROVIDED IN ANY OF THE LOAN DOCUMENTS, IN ALL RESPECTS, INCLUDING ALL MATTERS OF
CONSTRUCTION, VALIDITY AND PERFORMANCE, THE LOAN DOCUMENTS AND THE OBLIGATIONS
SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE
INTERNAL LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND
PERFORMED IN THAT STATE AND ANY APPLICABLE LAWS OF THE UNITED STATES OF
AMERICA.
EACH CREDIT PARTY HEREBY CONSENTS AND AGREES THAT THE STATE OR FEDERAL
COURTS LOCATED IN NEW YORK COUNTY, CITY OF NEW YORK, NEW YORK SHALL HAVE
EXCLUSIVE JURISDICTION TO HEAR AND DETERMINE ANY CLAIMS OR DISPUTES BETWEEN THE
CREDIT PARTIES, AGENT AND LENDERS PERTAINING TO THIS AGREEMENT OR ANY OF THE
OTHER LOAN DOCUMENTS OR TO ANY MATTER ARISING OUT OF OR RELATING TO THIS
AGREEMENT OR ANY