the day which is at
least one year and one day after the payment in full of the latest maturing
commercial paper note issued in accordance with its commercial paper program
documents (and waives any "claim" against such Buyer within the meaning of
Section 101(5) of the Bankruptcy Code or any other Debtor Relief Law for any
such insufficiency until such date).
J.
Notices. Any and all notices, statements, demands or other communications
hereunder may be given by a party to the other by mail, email, messenger or
otherwise to the address specified on the signature pages hereto, or so sent to
such party at any other place specified in a notice of change of address
hereafter received by the other. All notices, demands and requests hereunder may
be made orally, to be confirmed promptly in writing, or by other communication
as specified in the preceding sentence. In all cases, to the extent that the
related individual set forth in the respective "Attention" line is no longer
employed by the respective party hereto, such notice may be given to the
attention of an officer of the respective Person or to the attention of such
individual or individuals as subsequently notified in writing by an officer of
the respective party.
K.
GOVERNING LAW. THIS MASTER REFINANCING AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT
REFERENCE TO THE CHOICE OF LAW PROVISIONS THEREOF (OTHER THAN SECTION 5-1401 OF
THE NEW YORK GENERAL OBLIGATIONS LAW) AND, TO THE EXTENT APPLICABLE, THE
BANKRUPTCY CODE.
L.
WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST
EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN
RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN
CONNECTION WITH THIS MASTER REFINANCING AGREEMENT (WHETHER BASED ON CONTRACT,
TORT OR ANY OTHER THEORY). EACH PARTY HERETO (I) CERTIFIES THAT NO
REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY
OR OTHERWISE, THAT SUCH OTHER PARTY 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 MASTER REFINANCING AGREEMENT
BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS PARAGRAPH.
30
2014058.10-NYCSR07A - MSW
M.
JURISDICTION. EACH PARTY HERETO IRREVOCABLY AND UNCONDITIONALLY AGREES
THAT IT WILL NOT COMMENCE ANY ACTION, LITIGATION OR PROCEEDING OF ANY KIND OR
DESCRIPTION, WHETHER IN LAW OR EQUITY, WHETHER IN CONTRACT OR TORT OR OTHERWISE,
AGAINST THE ADMINISTRATIVE AGENT, ANY OTHER SECURED PARTY OR ANY RELATED PARTY
OF ANY OF THE FOREGOING, IN ANY WAY RELATING TO THIS MASTER REFINANCING
AGREEMENT OR THE TRANSACTIONS RELATING HERETO, IN A FORUM OTHER THAN THE
BANKRUPTCY COURT (OR, IF THE BANKRUPTCY COURT DOES NOT HAVE (OR ABSTAINS FROM)
JURISDICTION, THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY,
AND OF THE UNITED STATES DISTRICT COURT OF