SHALL BE ENTITLED TO THE BENEFITS OF SECTIONS 2.17, 2.18, AND 2.19
TO THE SAME EXTENT AS IF IT WERE A LENDER AND HAD ACQUIRED ITS INTEREST BY
ASSIGNMENT PURSUANT TO PARAGRAPH (B) OF THIS SECTION 10.4.
TO THE EXTENT
PERMITTED BY LAW, EACH PARTICIPANT ALSO SHALL BE ENTITLED TO THE BENEFITS OF
SECTION 10.7
AS THOUGH IT WERE A LENDER, PROVIDED SUCH PARTICIPANT AGREES TO BE
SUBJECT TO SECTION 2.19 AS THOUGH IT WERE A LENDER.
(F)
A PARTICIPANT SHALL NOT BE ENTITLED TO RECEIVE ANY GREATER
PAYMENT UNDER SECTION 2.17 AND SECTION 2.19 THAN THE APPLICABLE LENDER WOULD
HAVE BEEN ENTITLED TO RECEIVE WITH RESPECT TO THE PARTICIPATION SOLD TO SUCH
PARTICIPANT, UNLESS THE SALE OF THE PARTICIPATION TO SUCH PARTICIPANT IS MADE
WITH THE ADMINISTRATIVE BORROWER'S PRIOR WRITTEN CONSENT.
A PARTICIPANT THAT
WOULD BE A FOREIGN LENDER IF IT WERE A LENDER SHALL NOT BE ENTITLED TO THE
BENEFITS OF SECTION 2.20 UNLESS THE ADMINISTRATIVE BORROWER IS NOTIFIED OF THE
PARTICIPATION SOLD TO SUCH PARTICIPANT AND SUCH PARTICIPANT AGREES, FOR THE
BENEFIT OF THE BORROWERS, TO COMPLY WITH SECTION 2.19(E) AS THOUGH IT WERE A
LENDER.
(G)
ANY LENDER MAY AT ANY TIME PLEDGE OR ASSIGN A SECURITY INTEREST IN
ALL OR ANY PORTION OF ITS RIGHTS UNDER THIS AGREEMENT TO SECURE OBLIGATIONS OF
SUCH LENDER, INCLUDING WITHOUT LIMITATION ANY PLEDGE OR ASSIGNMENT TO SECURE
OBLIGATIONS TO A FEDERAL RESERVE BANK; PROVIDED THAT NO SUCH PLEDGE OR
ASSIGNMENT SHALL RELEASE SUCH LENDER FROM ANY OF ITS OBLIGATIONS HEREUNDER OR
SUBSTITUTE ANY SUCH PLEDGEE OR ASSIGNEE FOR SUCH LENDER AS A PARTY HERETO.
SECTION 10.5.
GOVERNING LAW; JURISDICTION; CONSENT TO SERVICE OF PROCESS.
(A)
THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS SHALL BE CONSTRUED IN
ACCORDANCE WITH AND BE GOVERNED BY THE LAW OF THE STATE OF NEW YORK.
(B)
EACH PARTY TO THIS AGREEMENT HEREBY IRREVOCABLY AND
UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE NON-EXCLUSIVE
JURISDICTION OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW
YORK, AND OF ANY STATE COURT OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY
AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING
OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE
TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, OR FOR RECOGNITION OR ENFORCEMENT
OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY AND
UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR
PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE
EXTENT PERMITTED BY APPLICABLE LAW, SUCH FEDERAL COURT.
EACH OF THE PARTIES
HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE
CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR
IN ANY OTHER MANNER PROVIDED BY LAW.
NOTHING IN THIS AGREEMENT OR ANY OTHER
LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT, THE ISSUING
BANK OR ANY LENDER MAY OTHERWISE HAVE TO