BY A THIRD PARTY WHO MAY
RIGHTFULLY TRANSFER AND DISCLOSE SUCH INFORMATION WITHOUT RESTRICTION AND FREE
OF ANY OBLIGATION TO KEEP IT CONFIDENTIAL; OR (D) IS REQUIRED TO BE DISCLOSED BY
OBLIGEE BY APPLICABLE LAW.
13.
SOLELY IN CONNECTION WITH AN ASSIGNMENT BY
OBLIGEE OF ITS RIGHTS AND OBLIGATIONS UNDER THE REIMBURSEMENT AGREEMENT TO WHICH
THE SPONSOR HAS CONSENTED (UNLESS NO SUCH CONSENT IS NECESSARY BECAUSE A REMEDY
EVENT EXISTS UNDER THE REIMBURSEMENT AGREEMENT), OBLIGEE MAY ASSIGN ITS RIGHTS
UNDER THIS AGREEMENT IN WHOLE OR IN PART TO THE TRANSFEREE OF ITS RIGHTS AND
OBLIGATIONS UNDER THE REIMBURSEMENT AGREEMENT AND UPON ANY SUCH ASSIGNMENT, ALL
THE TERMS AND PROVISIONS OF THIS AGREEMENT SHALL INURE TO THE BENEFIT OF SUCH
ASSIGNEE TO THE EXTENT SO ASSIGNED.
OBLIGEE AGREES TO NOTIFY AGREEMENT PROVIDER
OF ANY SUCH ASSIGNMENT.
THE TERMS USED TO DESIGNATE ANY OF THE PARTIES HEREIN
SHALL BE DEEMED TO INCLUDE THE HEIRS, LEGAL REPRESENTATIVES, SUCCESSORS AND
ASSIGNS OF SUCH PARTIES; AND THE TERM "OBLIGEE" SHALL INCLUDE, IN ADDITION TO
OBLIGEE, ANY LAWFUL OWNER, HOLDER OR PLEDGEE OF THE REIMBURSEMENT AGREEMENT TO
WHOM SPONSOR HAS CONSENTED (UNLESS NO SUCH CONSENT IS NECESSARY BECAUSE A REMEDY
EVENT EXISTS UNDER THE REIMBURSEMENT AGREEMENT).
REFERENCE HEREIN TO "PERSON"
OR "PERSONS" SHALL BE DEEMED TO INCLUDE INDIVIDUALS AND ENTITIES.
14.
THIS AGREEMENT AND THE OTHER SPONSOR
DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE
CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL
AGREEMENTS. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.
ALL
PRIOR OR CONTEMPORANEOUS AGREEMENTS, UNDERSTANDINGS, REPRESENTATIONS, AND
STATEMENTS, ORAL OR WRITTEN, ARE MERGED INTO THIS AGREEMENT AND THE OTHER
SPONSOR DOCUMENTS.
AGREEMENT PROVIDER ACKNOWLEDGES THAT AGREEMENT PROVIDER HAS
RECEIVED COPIES OF THE REIMBURSEMENT AGREEMENT AND ALL OTHER SPONSOR DOCUMENTS.
NEITHER THIS AGREEMENT NOR ANY OF ITS PROVISIONS MAY BE WAIVED, MODIFIED,
AMENDED, DISCHARGED, OR TERMINATED EXCEPT BY AN AGREEMENT IN WRITING SIGNED BY
THE PARTY AGAINST WHICH THE ENFORCEMENT OF THE WAIVER, MODIFICATION, AMENDMENT,
DISCHARGE, OR TERMINATION IS SOUGHT, AND THEN ONLY TO THE EXTENT SET FORTH IN
THAT AGREEMENT.
15.
THIS AGREEMENT SHALL BE CONSTRUED, AND THE
RIGHTS AND OBLIGATIONS OF AGREEMENT PROVIDER HEREUNDER DETERMINED, IN ACCORDANCE
WITH FEDERAL STATUTORY OR COMMON LAW ("FEDERAL LAW").
INSOFAR AS THERE MAY BE
NO APPLICABLE RULE OR PRECEDENT UNDER
5
FEDERAL LAW AND INSOFAR AS TO DO SO WOULD NOT FRUSTRATE THE PURPOSES OF ANY
PROVISION OF THIS AGREEMENT, THE LOCAL LAW OF THE STATE OF NEW YORK SHALL BE
DEEMED REFLECTIVE OF FEDERAL LAW.
THE PARTIES AGREE THAT ANY LEGAL ACTIONS
AMONG THE AGREEMENT PROVIDER AND THE OBLIGEE REGARDING EACH PARTY HEREUNDER
SHALL BE ORIGINATED IN THE UNITED STATES DISTRICT COURT IN AND FOR THE EASTERN
DISTRICT OF VIRGINIA, AND THE PARTIES HEREBY CONSENT TO THE EXCLUSIVE
JURISDICTION AND VENUE OF SAID COURT IN CONNECTION WITH ANY ACTION OR PROCEEDING
INITIATED CONCERNING THIS AGREEMENT.
AGREEMENT PROVIDER IRREVOCABLY CONSENTS TO
SERVICE, JURISDICTION, AND VENUE OF SUCH COURT FOR ANY SUCH LITIGATION AND
WAIVES ANY OTHER VENUE TO WHICH