and without need of any prior request from any other party, shall take
such action as may be necessary (including any action specified in the preceding
sentence), or as so requested, in order to maintain and protect all security
interests provided for hereunder or under any other Operative Document.
SECTION 16.12.
SUBMISSION TO JURISDICTION.
EACH PARTY HERETO HEREBY SUBMITS
TO THE NONEXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE
NORTHERN DISTRICT OF CALIFORNIA FOR PURPOSES
65
OF ALL LEGAL PROCEEDINGS ARISING OUT OF OR RELATING TO THIS PARTICIPATION
AGREEMENT OR ANY OF THE OTHER OPERATIVE DOCUMENTS OR THE TRANSACTIONS
CONTEMPLATED HEREBY OR THEREBY.
EACH PARTY HERETO IRREVOCABLY WAIVES, TO THE
FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE
TO THE LAYING OF THE VENUE OF ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT AND
ANY CLAIM THAT ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT HAS BEEN BROUGHT IN
AN INCONVENIENT FORUM.
SECTION 16.13.
Setoff.
Each Participant and the Administrative Agent shall,
upon the occurrence of any Lease Event of Default, have the right to appropriate
and, subject to Section 7.12 and Section 13.1 hereof, apply to the payment of
the Lessee's obligations under the Lease as security for the payment of such
obligations, any and all balances, credits, deposits, accounts or moneys of the
Lessee then or thereafter maintained with such Participant or the Administrative
Agent.
The rights of the Participants and the Administrative Agent under this
Section are in addition to other rights and remedies (including other rights of
setoff under applicable law or otherwise) which such Person may have.
SECTION 16.14.
WAIVER OF JURY TRIAL.
THE PARTIES HERETO VOLUNTARILY AND
INTENTIONALLY WAIVE ANY RIGHTS THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF
ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH,
THIS PARTICIPATION AGREEMENT OR ANY OTHER OPERATIVE DOCUMENT, OR ANY COURSE OF
CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF
ANY OF THE PARTIES HERETO.
THE PARTIES HERETO HEREBY AGREE THAT THEY WILL NOT
SEEK TO CONSOLIDATE ANY SUCH LITIGATION WITH ANY OTHER LITIGATION IN WHICH A
JURY TRIAL HAS NOT OR CANNOT BE WAIVED.
THE PROVISIONS OF THIS SECTION 16.14
HAVE BEEN FULLY NEGOTIATED BY THE PARTIES HERETO AND SHALL BE SUBJECT TO NO
EXCEPTIONS.
LESSEE ACKNOWLEDGES AND AGREES THAT IT HAS RECEIVED FULL AND
SUFFICIENT CONSIDERATION FOR THIS PROVISION (AND EACH OTHER PROVISION OF EACH
OTHER OPERATIVE DOCUMENT TO WHICH IT IS A PARTY) AND THAT THIS PROVISION IS A
MATERIAL INDUCEMENT FOR EACH OF THE PARTICIPANTS ENTERING INTO THIS
PARTICIPATION AGREEMENT AND EACH SUCH OTHER OPERATIVE DOCUMENT.
SECTION 16.15.
Special Provisions re Sales of Receivables.
Notwithstanding
anything else to the contrary in any of the Operative Documents, the following
provisions shall apply with respect to the Purchased Interests:
(a)
All purchases hereunder (and under the Receivables Purchase
Agreement) shall be made without recourse, but shall be made pursuant to, and in
reliance upon,