PARTY HERETO IN RESPECT OF ANY SUM DUE TO
ANY PARTY HERETO OR ANY HOLDER OF THE OBLIGATIONS OWING UNDER THIS AGREEMENT
(THE "APPLICABLE CREDITOR") SHALL, NOTWITHSTANDING ANY JUDGMENT IN A CURRENCY
(THE "JUDGMENT CURRENCY") OTHER THAN THE CURRENCY IN WHICH SUCH SUM IS STATED TO
BE DUE UNDER THIS AGREEMENT (THE "AGREEMENT CURRENCY"), BE DISCHARGED ONLY TO
THE EXTENT THAT, ON THE BUSINESS DAY FOLLOWING RECEIPT BY THE APPLICABLE
CREDITOR OF ANY SUM ADJUDGED TO BE SO DUE IN THE JUDGMENT CURRENCY, THE
APPLICABLE CREDITOR MAY IN ACCORDANCE WITH NORMAL BANKING PROCEDURES IN THE
RELEVANT JURISDICTION PURCHASE THE AGREEMENT CURRENCY WITH THE JUDGMENT
CURRENCY; IF THE AMOUNT OF THE AGREEMENT CURRENCY SO PURCHASED IS LESS THAN THE
SUM ORIGINALLY DUE TO THE APPLICABLE CREDITOR IN THE AGREEMENT CURRENCY, EACH
PARTY HERETO AGREES, AS A SEPARATE OBLIGATION AND NOTWITHSTANDING ANY SUCH
JUDGMENT, TO INDEMNIFY THE APPLICABLE CREDITOR AGAINST SUCH LOSS.
36.25
GOVERNING LAW AND JURISDICTION
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF NEW YORK WITHOUT REFERENCE TO ANY CONFLICT OF LAW PRINCIPLES (OTHER
THAN SECTION 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW).
36.26
CONSENT TO JURISDICTION
(A)
EACH PARTY HERETO HEREBY IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE
JURISDICTION OF ANY NEW YORK STATE OR FEDERAL COURT SITTING IN NEW YORK CITY IN
ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, AND EACH
PARTY HERETO HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION
OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO
THE EXTENT PERMITTED BY LAW, IN SUCH FEDERAL COURT. THE PARTIES HERETO HEREBY
IRREVOCABLY WAIVE, TO THE FULLEST EXTENT THEY MAY EFFECTIVELY DO SO, THE DEFENSE
OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING. THE
PARTIES HERETO AGREE THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING
SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE
JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW.
(B)
EACH OF THE COMPANY, THE MASTER SERVICER, THE COLLATERAL AGENT AND
THE ORIGINATORS CONSENT TO THE SERVICE OF ANY AND ALL PROCESS IN ANY SUCH ACTION
OR PROCEEDING BY THE MAILING OF COPIES OF SUCH PROCESS TO IT AT ITS ADDRESS
SPECIFIED IN SECTION 36.16. NOTHING IN THIS SECTION 36.26 SHALL AFFECT THE RIGHT
OF ANY LENDER, THE COLLATERAL AGENT, ANY FUNDING AGENT OR THE ADMINISTRATIVE
AGENT TO SERVE LEGAL PROCESS IN ANY OTHER MANNER PERMITTED BY LAW.
(C)
WITH RESPECT TO SERVICE OF PROCESS IN THE UNITED STATES, THE
MASTER SERVICER, THE COLLATERAL AGENT, THE COMPANY AND EACH ORIGINATOR HEREBY
APPOINT CT CORPORATION AS THEIR RESPECTIVE AGENT FOR SERVICE OF PROCESS IN THE
UNITED STATES.
103
IN WITNESS WHEREOF, the Company, the Master Servicer, the Collateral Agent, the
Administrative Agent, the Funding Agents and the Lenders have caused this
Agreement to be duly executed by their respective officers as of the day and
year first above