AND,
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, AGREES THAT THE WAIVERS SET
FORTH IN THIS SECTION 10.02(E) SHALL HAVE THE FULLEST SCOPE PERMITTED UNDER THE
FOREIGN SOVEREIGN IMMUNITIES ACT OF 1976 OF THE UNITED STATES AND ARE INTENDED
TO BE IRREVOCABLE FOR PURPOSES OF SUCH ACT.
(F)
WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY IRREVOCABLY
WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE
TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF
OR RELATING TO THIS AGREEMENT OR ANY OTHER FINANCING DOCUMENT OR THE
TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR
ANY OTHER THEORY). EACH PARTY HERETO (I) CERTIFIES THAT NO REPRESENTATIVE, AGENT
OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT
SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE
FOREGOING WAIVER AND (II) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE
BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER FINANCING DOCUMENTS BY,
AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 10.02.
SECTION 10.03
ASSIGNMENTS. (A) THE PROVISIONS OF THIS AGREEMENT SHALL BE
BINDING UPON AND INURE TO THE BENEFIT OF THE PARTIES HERETO AND THEIR RESPECTIVE
SUCCESSORS AND ASSIGNS PERMITTED HEREBY, EXCEPT THAT THE BORROWER MAY NOT ASSIGN
OR OTHERWISE TRANSFER ANY OF ITS RIGHTS OR OBLIGATIONS HEREUNDER WITHOUT THE
PRIOR WRITTEN CONSENT OF EACH AGENT AND LENDER, AND NO LENDER MAY ASSIGN OR
OTHERWISE TRANSFER ANY OF ITS RIGHTS OR OBLIGATIONS HEREUNDER EXCEPT (I) TO AN
ELIGIBLE ASSIGNEE IN ACCORDANCE WITH SECTION 10.03(B), (II) BY WAY OF
PARTICIPATION IN ACCORDANCE WITH SECTION 10.03(D), (III) BY WAY OF PLEDGE OR
ASSIGNMENT OF A SECURITY INTEREST SUBJECT TO THE RESTRICTIONS OF
SECTION 10.03(F), OR (IV) TO AN SPV IN ACCORDANCE WITH THE PROVISIONS OF
SECTION 10.03(H) (AND ANY OTHER ATTEMPTED ASSIGNMENT OR TRANSFER BY ANY PARTY
HERETO SHALL BE NULL AND VOID). NOTHING IN
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THIS AGREEMENT, EXPRESS OR IMPLIED, SHALL BE CONSTRUED TO CONFER UPON ANY PERSON
(OTHER THAN THE PARTIES HERETO, THEIR RESPECTIVE SUCCESSORS AND ASSIGNS
PERMITTED HEREBY, PARTICIPANTS TO THE EXTENT PROVIDED IN THIS SECTION 10.03 AND,
TO THE EXTENT EXPRESSLY CONTEMPLATED HEREBY, THE RELATED PARTIES OF EACH AGENT
AND LENDER) ANY LEGAL OR EQUITABLE RIGHT, REMEDY OR CLAIM UNDER OR BY REASON OF
THIS AGREEMENT.
(B)
ANY LENDER MAY AT ANY TIME AFTER THE DATE HEREOF ASSIGN TO ONE OR
MORE ELIGIBLE ASSIGNEES ALL OR A PORTION OF ITS RIGHTS AND OBLIGATIONS UNDER
THIS AGREEMENT (INCLUDING ALL OR A PORTION OF ITS COMMITMENT AND THE LOANS AT
THE TIME OWING TO IT); PROVIDED THAT (I) EXCEPT IN THE CASE OF AN ASSIGNMENT OF
THE ENTIRE REMAINING AMOUNT OF THE ASSIGNING LENDER'S COMMITMENT AND THE LOANS
AT THE TIME OWING TO IT OR IN THE CASE OF AN ASSIGNMENT TO A LENDER OR AN
AFFILIATE OF A LENDER OR AN APPROVED FUND WITH RESPECT TO A LENDER, THE
COMMITMENT (WHICH FOR THIS PURPOSE