the preceding
68
sentence), or as so requested, in order to maintain and protect all security
interests provided for hereunder or under any other Operative Document.
SECTION 16.12
SUBMISSION TO JURISDICTION.
EACH PARTY HERETO HEREBY
SUBMITS TO THE NONEXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR
THE NORTHERN DISTRICT OF CALIFORNIA FOR PURPOSES OF ALL LEGAL PROCEEDINGS
ARISING OUT OF OR RELATING TO THIS PARTICIPATION AGREEMENT OR ANY OF THE OTHER
OPERATIVE DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EACH
PARTY HERETO IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY
OBJECTION THAT 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 16.13
Setoff.
Each Participant and the Administrative
Agent shall, upon the occurrence of any CAA Event of Default or Lease Event of
Default, have the right to appropriate and, subject to Section 7.14 and
Section 13.1 hereof, and Section 5.4 of the Construction Agency Agreement, apply
to the payment of the Lessee's obligations under the Lease and the Construction
Agency Agreement as security for the payment of such obligations, any and all
balances, credits, deposits, accounts or moneys of the Lessee then or thereafter
maintained with such Participant or the Administrative Agent. The rights of the
Participants and the Administrative Agent under this Section are in addition to
other rights and remedies (including other rights of setoff under applicable law
or otherwise) which such Person may have.
SECTION 16.14
WAIVER OF JURY TRIAL.
THE PARTIES HERETO VOLUNTARILY
AND INTENTIONALLY WAIVE ANY RIGHTS THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT
OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH,
THIS PARTICIPATION AGREEMENT OR ANY OTHER OPERATIVE DOCUMENT, OR ANY COURSE OF
CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF
ANY OF THE PARTIES HERETO. THE PARTIES HERETO HEREBY AGREE THAT THEY WILL NOT
SEEK TO CONSOLIDATE ANY SUCH LITIGATION WITH ANY OTHER LITIGATION IN WHICH A
JURY TRIAL HAS NOT OR CANNOT BE WAIVED. THE PROVISIONS OF THIS SECTION 16.14
HAVE BEEN FULLY NEGOTIATED BY THE PARTIES HERETO AND SHALL BE SUBJECT TO NO
EXCEPTIONS. EACH OBLIGOR ACKNOWLEDGES AND AGREES THAT IT HAS RECEIVED FULL AND
SUFFICIENT CONSIDERATION FOR THIS PROVISION (AND EACH OTHER PROVISION OF EACH
OTHER OPERATIVE DOCUMENT TO WHICH IT IS A PARTY) AND THAT THIS PROVISION IS A
MATERIAL INDUCEMENT FOR EACH OF THE LESSOR AND THE LENDERS ENTERING INTO THIS
PARTICIPATION AGREEMENT AND EACH SUCH OTHER OPERATIVE DOCUMENT.
SECTION 16.15
Limitations on Recourse to Note
Purchaser.
Notwithstanding any provision of this Participation Agreement to
the contrary, each of the parties hereto agrees that the Note Purchaser shall
only be required to pay (a) any fees or liabilities that it may incur hereunder
only to the extent that the Note Purchaser has Excess Funds and (b) any