TO ACCEPT SUCH
SERVICE ON ITS BEHALF. AS AN ALTERNATIVE METHOD OF SERVICE, THE BORROWER ALSO
IRREVOCABLY CONSENTS TO THE SERVICE OF ANY AND ALL PROCESS IN ANY SUCH ACTION OR
PROCEEDING BY THE AIR MAILING OF COPIES OF SUCH PROCESS TO SUCH PERSON AT ITS
THEN EFFECTIVE NOTICE ADDRESSES PURSUANT TO SECTION 11.11 (NOTICES AND OTHER
COMMUNICATIONS). NOTHING IN THIS AGREEMENT SHALL AFFECT ANY RIGHT THAT ANY PARTY
MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT
OR ANY OTHER FINANCING DOCUMENT IN THE COURTS OF ANY JURISDICTION.
(E)
IMMUNITY. TO THE EXTENT THAT THE
BORROWER HAS OR HEREAFTER MAY ACQUIRE ANY IMMUNITY FROM JURISDICTION OF ANY
COURT OR FROM ANY LEGAL PROCESS (WHETHER THROUGH SERVICE OR NOTICE, ATTACHMENT
PRIOR TO JUDGMENT, ATTACHMENT IN AID OF EXECUTION, EXECUTION OR OTHERWISE) WITH
RESPECT TO ITSELF OR ITS PROPERTY, THE BORROWER HEREBY IRREVOCABLY AND
UNCONDITIONALLY WAIVES SUCH IMMUNITY IN RESPECT OF ITS OBLIGATIONS UNDER THE
FINANCING DOCUMENTS AND, WITHOUT LIMITING THE GENERALITY OF THE FOREGOING,
AGREES THAT THE WAIVERS SET FORTH IN THIS SECTION 11.02(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
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AGREEMENT AND THE OTHER FINANCING DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL
WAIVERS AND CERTIFICATIONS IN THIS SECTION 11.02.
SECTION 11.03
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 11.03(B), (II) BY WAY OF PARTICIPATION IN ACCORDANCE WITH
SECTION 11.03(D), (III) BY WAY OF PLEDGE OR ASSIGNMENT OF A SECURITY INTEREST
SUBJECT TO THE RESTRICTIONS OF SECTION 11.03(F), OR (IV) TO AN SPV IN ACCORDANCE
WITH THE PROVISIONS OF SECTION 11.03(H) (AND ANY OTHER ATTEMPTED ASSIGNMENT OR
TRANSFER BY ANY PARTY HERETO SHALL BE NULL AND VOID). NOTHING IN THIS AGREEMENT,
EXPRESS OR IMPLIED, SHALL BE CONSTRUED TO CONFER UPON