BE REQUIRED IF THERE SHALL HAVE OCCURRED A DEFAULT THAT IS
CONTINUING OR HAVE OCCURRED AS AN EVENT OF DEFAULT THAT IS CONTINUING.
UPON
EXECUTION AND DELIVERY OF AN ASSIGNMENT AND ACCEPTANCE AND PAYMENT BY SUCH
ASSIGNEE TO THE LENDER OF AN AMOUNT EQUAL TO THE PURCHASE PRICE AGREED BETWEEN
THE LENDER AND SUCH ASSIGNEE AND PAYMENT BY THE LENDER OR THE ASSIGNEE OF ANY
AGREED UPON ASSIGNMENT FEE TO THE
45
ADMINISTRATIVE AGENT, SUCH ASSIGNEE SHALL HAVE ALL THE RIGHTS AND OBLIGATIONS OF
THE LENDER AS SET FORTH IN SUCH ASSIGNMENT AND ACCEPTANCE, AND THE LENDER SHALL
BE RELEASED FROM ITS OBLIGATIONS HEREUNDER TO A CORRESPONDING EXTENT, AND NO
FURTHER CONSENT OR ACTION BY ANY PARTY SHALL BE REQUIRED.
(B)
NO ASSIGNEE OF ANY OF THE LENDER'S RIGHTS SHALL BE ENTITLED TO
RECEIVE ANY GREATER PAYMENT UNDER SECTION 4.03 OR 4.04 THAN THE LENDER WOULD
HAVE BEEN ENTITLED TO RECEIVE WITH RESPECT TO THE RIGHTS TRANSFERRED.
SECTION 10.04
CERTAIN PLEDGES.
NOTWITHSTANDING ANY OTHER PROVISION IN
THIS AGREEMENT, THE LENDER MAY AT ANY TIME CREATE A SECURITY INTEREST IN, OR
PLEDGE, ALL OR ANY PORTION OF ITS RIGHTS UNDER THIS AGREEMENT AND ANY NOTE HELD
BY IT IN FAVOR OF ANY FEDERAL RESERVE BANK IN ACCORDANCE WITH FEDERAL RESERVE
BOARD REGULATION A (OR ANY SUCCESSOR PROVISION) OR U.S. TREASURY REGULATION 31
C.F.R. § 203.14 (OR ANY SUCCESSOR PROVISION), AND SUCH FEDERAL RESERVE BANK MAY
ENFORCE SUCH PLEDGE OR SECURITY INTEREST IN ANY MANNER PERMITTED UNDER
APPLICABLE LAW.
ARTICLE XI
MISCELLANEOUS
SECTION 11.01
APPLICABLE LAW.
THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO
CONTRACTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE.
SECTION 11.02
WAIVER OF JURY.
THE BORROWER, THE ADMINISTRATIVE AGENT
AND THE LENDER EACH HEREBY WAIVES TRIAL BY JURY IN ANY JUDICIAL PROCEEDING
INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER (WHETHER SOUNDING IN TORT,
CONTRACT OR OTHERWISE) IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH
THIS AGREEMENT, THE NOTES OR THE RELATIONSHIPS ESTABLISHED HEREUNDER.
SECTION 11.03
JURISDICTION AND VENUE; SERVICE OF PROCESS.
(A)
THE
BORROWER, THE ADMINISTRATIVE AGENT AND THE LENDER EACH HEREBY IRREVOCABLY
SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF ANY STATE OR FEDERAL COURT IN THE
BOROUGH OF MANHATTAN, THE CITY OF NEW YORK FOR THE PURPOSE OF ANY SUIT, ACTION,
PROCEEDING OR JUDGMENT RELATING TO OR ARISING OUT OF ANY CREDIT DOCUMENT AND TO
THE LAYING OF VENUE IN THE BOROUGH OF MANHATTAN, THE CITY OF NEW YORK.
THE
BORROWER, THE ADMINISTRATIVE AGENT AND THE LENDER EACH HEREBY IRREVOCABLY
WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION TO THE
LAYING OF THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN THE
AFORESAID COURTS AND HEREBY IRREVOCABLY WAIVES ANY CLAIM THAT ANY SUCH SUIT,
ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN
INCONVENIENT FORUM.
(B)
THE BORROWER AGREES THAT SERVICE OF PROCESS IN ANY SUCH ACTION OR
PROCEEDING MAY BE EFFECTED