TO
RECEIVE ANY GREATER PAYMENT UNDER ARTICLE 8 THAN THE APPLICABLE BANK 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 BORROWER'S PRIOR WRITTEN CONSENT.
A PARTICIPANT THAT WOULD BE A
FOREIGN BANK IF IT WERE A BANK SHALL NOT BE ENTITLED TO THE BENEFITS OF
SECTION 8.04 UNLESS THE BORROWER IS NOTIFIED OF THE PARTICIPATION SOLD TO SUCH
PARTICIPANT AND SUCH PARTICIPANT AGREES, FOR THE BENEFIT OF THE BORROWER, TO
COMPLY WITH SECTION 8.04 AS THOUGH IT WERE A BANK.
(D)
ANY BANK 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 BANK, INCLUDING WITHOUT LIMITATION ANY PLEDGE OR
ASSIGNMENT TO SECURE OBLIGATIONS TO A FEDERAL RESERVE BANK, AND THIS
SECTION SHALL NOT APPLY TO ANY SUCH PLEDGE OR ASSIGNMENT OF A SECURITY INTEREST;
PROVIDED THAT NO SUCH PLEDGE OR ASSIGNMENT OF A SECURITY INTEREST SHALL RELEASE
A BANK FROM ANY OF ITS OBLIGATIONS HEREUNDER OR SUBSTITUTE ANY SUCH PLEDGEE OR
ASSIGNEE FOR SUCH BANK AS A PARTY HERETO.
48
SECTION 9.07.
COLLATERAL.
EACH OF THE BANKS REPRESENTS TO THE ADMINISTRATIVE
AGENT AND EACH OF THE OTHER BANKS THAT IT IN GOOD FAITH IS NOT RELYING UPON ANY
"MARGIN STOCK" (AS DEFINED IN REGULATION U) AS COLLATERAL IN THE EXTENSION OR
MAINTENANCE OF THE CREDIT PROVIDED FOR IN THIS AGREEMENT.
SECTION 9.08.
GOVERNING LAW; SUBMISSION TO JURISDICTION.
THIS AGREEMENT AND
EACH NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK.
THIS GOVERNING LAW ELECTION HAS BEEN MADE BY THE PARTIES IN
RELIANCE (AT LEAST IN PART) ON SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF
THE STATE OF NEW YORK, AS AMENDED (AS AND TO THE EXTENT APPLICABLE), AND OTHER
APPLICABLE LAW.
THE BORROWER HEREBY SUBMITS TO THE NONEXCLUSIVE JURISDICTION OF
THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK AND OF
ANY NEW YORK STATE COURT SITTING IN NEW YORK CITY FOR PURPOSES OF ALL LEGAL
PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY.
THE BORROWER IRREVOCABLY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY LAW, ANY OBJECTION WHICH 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 9.09.
COUNTERPARTS; INTEGRATION; EFFECTIVENESS; AMENDMENT AND
RESTATEMENT.
THIS AGREEMENT MAY BE SIGNED IN ANY NUMBER OF COUNTERPARTS, EACH
OF WHICH SHALL BE AN ORIGINAL, WITH THE SAME EFFECT AS IF THE SIGNATURES THERETO
AND HERETO WERE UPON THE SAME INSTRUMENT.
THIS AGREEMENT CONSTITUTES THE ENTIRE
AGREEMENT AND UNDERSTANDING AMONG THE PARTIES HERETO AND SUPERSEDES ANY AND ALL
PRIOR AGREEMENTS AND UNDERSTANDINGS, ORAL OR WRITTEN, RELATING TO THE SUBJECT
MATTER HEREOF.
THIS AGREEMENT SHALL BECOME