IN ANY OF
THE LOANS, ITS COMMITMENT, OR OTHER INTERESTS OF SUCH LENDER HEREUNDER;
PROVIDED, HOWEVER, THAT
(A)
NO PARTICIPATION CONTEMPLATED IN THIS SECTION 10.11 SHALL RELIEVE
SUCH LENDER FROM ITS COMMITMENT OR ITS OTHER OBLIGATIONS HEREUNDER OR UNDER ANY
OTHER LOAN DOCUMENT;
(B)
SUCH LENDER SHALL REMAIN SOLELY RESPONSIBLE FOR THE PERFORMANCE OF
ITS COMMITMENT AND SUCH OTHER OBLIGATIONS;
(C)
THE BORROWER AND THE AGENT SHALL CONTINUE TO DEAL SOLELY AND
DIRECTLY WITH SUCH LENDER IN CONNECTION WITH SUCH LENDER'S RIGHTS AND
OBLIGATIONS UNDER THIS AGREEMENT AND EACH OF THE OTHER LOAN DOCUMENTS;
(D)
NO PARTICIPANT, UNLESS SUCH PARTICIPANT IS AN AFFILIATE OF SUCH
LENDER, OR IS ITSELF A LENDER, SHALL BE ENTITLED TO REQUIRE SUCH LENDER TO TAKE
OR REFRAIN FROM TAKING ANY ACTION HEREUNDER OR UNDER ANY OTHER LOAN DOCUMENT,
EXCEPT THAT SUCH LENDER MAY AGREE WITH ANY PARTICIPANT THAT SUCH LENDER WILL
NOT, WITHOUT SUCH PARTICIPANT'S CONSENT, TAKE ANY ACTIONS OF THE TYPE DESCRIBED
IN CLAUSE (B) OR (C) OF SECTION 10.1; AND
(E)
THE BORROWER SHALL NOT BE REQUIRED TO PAY ANY AMOUNTS TO A LENDER
UNDER SECTIONS 4.3, 4.4, 4.5, 4.6, 4.8, 4.9, 10.3 AND 10.4 OR OTHERWISE, THAT
ARE GREATER THAN THE AMOUNTS WHICH IT WOULD HAVE BEEN REQUIRED TO PAY TO SUCH
LENDER HAD NO PARTICIPATING INTEREST BEEN SOLD.
SECTION 10.12.
OTHER TRANSACTIONS.
NOTHING CONTAINED HEREIN SHALL PRECLUDE THE
AGENT OR ANY OTHER LENDER FROM ENGAGING IN ANY TRANSACTION, IN ADDITION TO THOSE
CONTEMPLATED BY THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, WITH THE BORROWER OR
ANY OF ITS AFFILIATES IN WHICH THE BORROWER OR SUCH AFFILIATE IS NOT RESTRICTED
HEREBY FROM ENGAGING WITH ANY OTHER PERSON.
SECTION 10.13.
FORUM SELECTION AND CONSENT TO JURISDICTION.
ANY LITIGATION
BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS AGREEMENT OR
ANY OTHER LOAN DOCUMENT, OR ANY COURSE OF
66
CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN) OR ACTIONS OF
THE AGENT, THE LENDERS OR THE BORROWER SHALL BE BROUGHT AND MAINTAINED
EXCLUSIVELY IN THE COURTS OF THE STATE OF NEW YORK OR IN THE UNITED STATES
DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK.
THE BORROWER HEREBY
EXPRESSLY AND IRREVOCABLY SUBMITS TO THE JURISDICTION OF THE COURTS OF THE STATE
OF NEW YORK AND OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF
NEW YORK FOR THE PURPOSE OF ANY SUCH LITIGATION AS SET FORTH ABOVE AND
IRREVOCABLY AGREES TO BE BOUND BY ANY JUDGMENT RENDERED THEREBY IN CONNECTION
WITH SUCH LITIGATION.
THE BORROWER FURTHER IRREVOCABLY CONSENTS TO THE SERVICE
OF PROCESS BY REGISTERED MAIL TO THE CORPORATE SECRETARY, POSTAGE PREPAID, AND
WAIVES PERSONAL SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER PROCESS, WHICH MAY BE
MADE BY ANY OTHER MEANS PERMITTED BY THE LAW OF THE STATE OF NEW YORK.
THE
BORROWER HEREBY EXPRESSLY AND IRREVOCABLY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY HAVE OR HEREAFTER MAY HAVE TO THE
LAYING OF VENUE OF ANY SUCH LITIGATION BROUGHT IN