HAVE ACQUIRED OWNERSHIP RIGHTS WITH RESPECT TO THE PLEDGED INTEREST THROUGH
FORECLOSURE OR OTHERWISE.
SECTION 10.07.
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. 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 THE LOAN
DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED THEREBY, AND 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 10.08.
COUNTERPARTS; INTEGRATION.
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.
SECTION 10.09.
WAIVER OF JURY TRIAL.
EACH OF THE BORROWER, THE AGENTS
AND THE LENDERS HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN
ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THE LOAN DOCUMENTS OR THE
TRANSACTIONS CONTEMPLATED THEREBY.
SECTION 10.10.
NO RELIANCE ON MARGIN STOCK.
EACH LENDER REPRESENTS TO
THE AGENTS AND EACH OF THE OTHER LENDERS THAT IT IN GOOD FAITH IS NOT RELYING
UPON ANY MARGIN STOCK AS COLLATERAL IN THE EXTENSION OR MAINTENANCE OF THE
CREDIT PROVIDED FOR IN THIS AGREEMENT.
SECTION 10.11.
LEAD ARRANGERS, SOLE BOOK-RUNNER, SYNDICATION AGENT,
ARRANGER AND DOCUMENTATION AGENT.
NO PERSON IDENTIFIED ON THE COVER PAGE OF
THIS AGREEMENT AS A LEAD ARRANGER, SOLE BOOK-RUNNER, SYNDICATION AGENT, ARRANGER
OR DOCUMENTATION AGENT SHALL HAVE ANY RIGHT, POWER, OBLIGATION, LIABILITY,
RESPONSIBILITY OR DUTY UNDER THE LOAN DOCUMENTS IN SUCH CAPACITY.
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SECTION 10.12.
REPRESENTATIONS AND ACKNOWLEDGEMENTS OF LENDERS.
(A)
EACH LENDER (INCLUDING EACH LENDER BECOMING A PARTY HERETO PURSUANT TO AN
ASSIGNMENT AND ASSUMPTION AGREEMENT IN ACCORDANCE WITH SECTION 10.06(C))
REPRESENTS AND WARRANTS THAT IT IS AN ELIGIBLE PERSON; THAT IT HAS EXPERIENCE
AND EXPERTISE IN THE MAKING OR HOLDING OF LOANS SUCH AS THE LOANS; AND THAT IT
HAS MADE OR WILL HOLD, AS THE CASE MAY BE, ITS LOANS FOR ITS OWN ACCOUNT IN THE
ORDINARY COURSE OF ITS BUSINESS (IT BEING UNDERSTOOD THAT, SUBJECT TO THE
PROVISIONS OF SECTION 10.06 THE DISPOSITION OF ITS LOANS OR ANY INTERESTS
THEREIN SHALL AT ALL TIMES REMAIN WITHIN ITS EXCLUSIVE CONTROL).
(B)
CERTAIN LENDERS (INCLUDING EACH LENDER BECOMING A PARTY HERETO
PURSUANT TO AN ASSIGNMENT AND ASSUMPTION AGREEMENT IN ACCORDANCE WITH
SECTION 10.06(C)) MAY ELECT WITH THE ADMINISTRATIVE AGENT NOT TO RECEIVE