ASSIGNEE TO SUCH
TRANSFEROR BANK OF AN AMOUNT EQUAL TO THE PURCHASE PRICE AGREED BETWEEN SUCH
TRANSFEROR BANK AND SUCH ASSIGNEE, SUCH ASSIGNEE SHALL BE A BANK PARTY TO THIS
AGREEMENT AND SHALL HAVE ALL THE RIGHTS, INTERESTS AND OBLIGATIONS OF A BANK
WITH THE COMMITMENTS AS SET FORTH IN SUCH INSTRUMENT OF ASSUMPTION, AND THE
TRANSFEROR BANK SHALL BE RELEASED FROM ITS OBLIGATIONS HEREUNDER TO A
CORRESPONDING EXTENT, AND NO FURTHER CONSENT OR ACTION BY ANY PARTY SHALL BE
REQUIRED.
UPON THE CONSUMMATION OF ANY ASSIGNMENT PURSUANT TO THIS SUBSECTION
(II), THE TRANSFEROR BANK, THE ADMINISTRATIVE AGENT AND THE BORROWER SHALL MAKE
APPROPRIATE ARRANGEMENTS SO THAT, IF REQUIRED, NEW NOTES ARE ISSUED TO THE
ASSIGNEE.
(III)
NO ASSIGNEE, PARTICIPANT OR OTHER
TRANSFEREE OF ANY BANK'S RIGHTS SHALL BE ENTITLED TO RECEIVE ANY GREATER PAYMENT
UNDER SECTIONS 2.10, 2.11 AND 2.15 THAN SUCH BANK WOULD HAVE BEEN ENTITLED TO
RECEIVE WITH RESPECT TO THE RIGHTS TRANSFERRED, UNLESS SUCH TRANSFER IS MADE
WITH THE BORROWER'S PRIOR WRITTEN CONSENT OR AT A TIME WHEN THE CIRCUMSTANCES
GIVING RISE TO SUCH GREATER PAYMENT DID NOT EXIST.
(IV)
ASSIGNMENTS REQUIRE A FEE PAYABLE TO THE
ADMINISTRATIVE AGENT BY THE TRANSFEROR BANK, SOLELY FOR THE ACCOUNT OF THE
ADMINISTRATIVE AGENT, IN THE AMOUNT OF $3,500.
71
9.11.
COUNTERPARTS.
THIS AGREEMENT MAY BE SIGNED IN ANY
NUMBER OF COUNTERPARTS WITH THE SAME EFFECT AS IF THE SIGNATURES HERETO AND
THERETO WERE UPON THE SAME INSTRUMENT.
9.12.
PARTIAL INVALIDITY.
THE INVALIDITY OR
UNENFORCEABILITY OF ANY ONE OR MORE PHRASES, CLAUSES OR SECTIONS OF THIS
AGREEMENT SHALL NOT AFFECT THE VALIDITY OR ENFORCEABILITY OF THE REMAINING
PORTIONS OF IT.
9.13.
CAPTIONS.
THE CAPTIONS AND HEADINGS OF THE VARIOUS
SECTIONS AND SUBSECTIONS OF THIS AGREEMENT ARE PROVIDED FOR CONVENIENCE ONLY AND
SHALL NOT BE CONSTRUED TO MODIFY THE MEANING OF SUCH SECTIONS OR SUBSECTIONS.
9.14.
WAIVER OF JURY TRIAL.
THE BORROWER, THE BANKS AND
THE ADMINISTRATIVE AGENT MUTUALLY HEREBY KNOWINGLY, VOLUNTARILY AND
INTENTIONALLY WAIVE THE RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED
HEREON, ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER
LOAN DOCUMENT CONTEMPLATED TO BE EXECUTED IN CONNECTION HEREWITH OR ANY COURSE
OF CONDUCT, COURSE OF DEALINGS, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR
ACTIONS OF ANY PARTY.
THIS WAIVER CONSTITUTES A MATERIAL INDUCEMENT FOR THE
ADMINISTRATIVE AGENT AND THE BANKS TO ENTER INTO THIS AGREEMENT AND TO MAKE
LOANS AND EXTEND CREDIT TO THE BORROWER.
THE BORROWER (I) CERTIFIES THAT
NEITHER THE ADMINISTRATIVE AGENT, NOR ANY BANK NOR ANY REPRESENTATIVE,
ADMINISTRATIVE AGENT OR ATTORNEY OF THE ADMINISTRATIVE AGENT OR ANY BANK HAS
REPRESENTED, EXPRESSLY OR OTHERWISE, THAT THE ADMINISTRATIVE AGENT OR ANY BANK
WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVERS AND
(II) ACKNOWLEDGES THAT, IN ENTERING INTO THIS AGREEMENT AND THE OTHER LOAN
DOCUMENTS TO WHICH THE BORROWER IS A PARTY, THE ADMINISTRATIVE AGENT AND THE
BANKS ARE RELYING UPON, AMONG OTHER THINGS, THE WAIVERS AND CERTIFICATIONS
CONTAINED IN THIS SECTION