LENDER OR ANY GOVERNMENTAL AUTHORITY FOR THE ACCOUNT OF ANY LENDER
PURSUANT TO SECTION 3.01, OR IF ANY LENDER IS A DEFAULTING LENDER OR A
NON-CONSENTING LENDER, THEN THE BORROWER MAY, AT THE BORROWER'S SOLE EXPENSE AND
EFFORT, SO LONG AS NO EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING, 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, HOWEVER,
THAT:
(A)
SUCH LENDER SHALL HAVE RECEIVED PAYMENT OF AN AMOUNT EQUAL TO THE
OUTSTANDING PRINCIPAL AMOUNT OF ITS LOANS AND ACCRUED INTEREST THEREON AND ALL
OTHER AMOUNTS PAYABLE TO IT HEREUNDER AND UNDER THE OTHER LOAN DOCUMENTS FROM
THE ASSIGNEE (TO THE EXTENT OF SUCH OUTSTANDING PRINCIPAL AND ACCRUED INTEREST)
OR THE BORROWER (IN THE CASE OF ALL OTHER AMOUNTS);
(B)
IN THE CASE OF ANY SUCH ASSIGNMENT RESULTING FROM A CLAIM FOR COMPENSATION
UNDER SECTION 3.02 OR PAYMENTS REQUIRED TO BE MADE PURSUANT TO SECTION 3.01,
SUCH ASSIGNMENT WILL RESULT IN A REDUCTION IN SUCH COMPENSATION OR PAYMENTS
THEREAFTER; AND
(C)
SUCH ASSIGNMENT DOES NOT CONFLICT WITH APPLICABLE LAW.
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.
Each party hereto agrees that an assignment or delegation
required pursuant to this Section may be effected pursuant to an Assignment and
Assumption executed by the Borrower, the Administrative Agent and the assignee
and that the Lender required to make such assignment need not be a party
thereto.
SECTION 10.13.
GOVERNING LAW; CONSENT TO SERVICE OF PROCESS; JURISDICTION.
(A)
GOVERNING LAW.
EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN ANY OF THE LOAN
DOCUMENTS, IN ALL RESPECTS, INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND
PERFORMANCE, THIS AGREEMENT AND EACH OTHER LOAN DOCUMENT AND THE OBLIGATIONS
SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF
THE STATE OF NEW YORK, INCLUDING SECTIONS 5-1401 AND
79
5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW, AND ANY APPLICABLE LAWS OF THE
UNITED STATES OF AMERICA.
(B)
SERVICE OF PROCESS.
EACH PARTY TO THIS AGREEMENT IRREVOCABLY CONSENTS TO
SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 10.02.
NOTHING
IN THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT WILL AFFECT THE RIGHT OF ANY PARTY
TO THIS AGREEMENT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE
LAW.
(C)
SUBMISSION TO JURISDICTION.
THE BORROWER, THE ADMINISTRATIVE AGENT AND
EACH LENDER AGREES THAT ANY SUIT FOR THE ENFORCEMENT OF THIS AGREEMENT OR ANY OF
THE OTHER LOAN DOCUMENTS MAY BE BROUGHT IN THE COURTS OF THE