AND, SUBJECT ALWAYS TO THE PROVISIONS OF THE PLEDGE AGREEMENT
GOVERNED BY ENGLISH LAW, (I) ALL THE POWERS OF AN ABSOLUTE OWNER OF THE SECURITY
CONSTITUTED BY THE PLEDGE AGREEMENT GOVERNED BY ENGLISH LAW AND (II) ALL THE
RIGHTS, REMEDIES AND POWERS GRANTED TO IT AND BE SUBJECT TO ALL THE OBLIGATIONS
AND DUTIES OWED BY IT UNDER THE PLEDGE AGREEMENT GOVERNED BY ENGLISH LAW AND/OR
ANY OF THE CREDIT DOCUMENTS.
(B)
EACH LENDER AND THE ADMINISTRATIVE AGENT HEREBY APPOINT THE UK SECURITY
TRUSTEE TO ACT AS ITS TRUSTEE UNDER AND IN RELATION TO THE PLEDGE AGREEMENT
GOVERNED BY ENGLISH LAW AND TO HOLD THE ASSETS SUBJECT TO THE SECURITY THEREBY
CREATED AS TRUSTEE FOR THE ADMINISTRATIVE AGENT AND LENDERS ON THE TRUSTS AND
OTHER TERMS CONTAINED IN THE PLEDGE AGREEMENT GOVERNED BY ENGLISH LAW AND THE
ADMINISTRATIVE AGENT AND EACH LENDER HEREBY IRREVOCABLY AUTHORIZE THE UK
SECURITY TRUSTEE TO EXERCISE SUCH RIGHTS, REMEDIES, POWERS AND DISCRETIONS AS
ARE SPECIFICALLY DELEGATED TO THE UK SECURITY TRUSTEE BY THE TERMS OF THE PLEDGE
AGREEMENT GOVERNED BY ENGLISH LAW TOGETHER WITH ALL SUCH RIGHTS, REMEDIES,
POWERS AND DISCRETIONS AS ARE REASONABLY INCIDENTAL THERETO.
(C)
ANY REFERENCE IN THIS AGREEMENT TO LIENS STATED TO BE IN FAVOR OF THE
ADMINISTRATIVE AGENT SHALL BE CONSTRUED SO AS TO INCLUDE A REFERENCE TO LIENS
GRANTED IN FAVOR OF THE UK SECURITY TRUSTEE.
(D)
THE LENDERS AGREE THAT AT ANY TIME THAT THE UK SECURITY TRUSTEE SHALL BE A
PERSON OTHER THAN THE ADMINISTRATIVE AGENT, SUCH OTHER PERSON SHALL HAVE THE
RIGHTS, REMEDIES, BENEFITS AND POWERS GRANTED TO THE ADMINISTRATIVE AGENT IN ITS
CAPACITY AS THE UK SECURITY TRUSTEE IN THIS AGREEMENT.
(E)
NOTHING IN THIS SECTION 8.03 SHALL REQUIRE THE UK SECURITY TRUSTEE TO ACT
AS A TRUSTEE AT COMMON LAW OR TO BE HOLDING ANY PROPERTY ON TRUST, IN ANY
JURISDICTION OUTSIDE THE UNITED STATES OR THE UNITED KINGDOM WHICH MAY NOT
OPERATE UNDER PRINCIPLES OF TRUST OR WHERE SUCH TRUST WOULD NOT BE RECOGNIZED OR
ITS EFFECTS WOULD NOT BE ENFORCEABLE.
ARTICLE IX
MISCELLANEOUS
SECTION 9.01.
NOTICES.
(A) EXCEPT IN THE CASE OF NOTICES AND OTHER
COMMUNICATIONS EXPRESSLY PERMITTED TO BE GIVEN BY TELEPHONE (AND SUBJECT TO
PARAGRAPH (B) BELOW), ALL NOTICES AND OTHER COMMUNICATIONS PROVIDED FOR HEREIN
SHALL BE IN WRITING AND SHALL BE DELIVERED BY HAND OR OVERNIGHT COURIER SERVICE,
MAILED BY CERTIFIED OR REGISTERED MAIL OR SENT BY TELECOPY OR ELECTRONIC MAIL,
AS FOLLOWS:
(I)
IF TO THE BORROWER, TO IT AT 9800 59TH AVENUE, MINNEAPOLIS,
MINNESOTA 55442, ATTENTION OF TREASURER AND GENERAL COUNSEL (TELECOPY NO. (763)
551-6888);
65
(II)
IF TO THE ADMINISTRATIVE AGENT OR THE COLLATERAL AGENT, TO IT AT
JPMORGAN LOAN SERVICES, 10 SOUTH DEARBORN STREET, 7TH FLOOR, CHICAGO, ILLINOIS
60603, ATTENTION OF YVONNE DIXON (TELECOPY NO. (312) 385-7101);
(III)
IF TO THE ISSUING BANK, TO IT AT JPMORGAN CHASE BANK, NATIONAL
ASSOCIATION, GLOBAL TRADE SERVICES, 420 WEST VAN BUREN, FLOOR 2, CHICAGO,
ILLINOIS 60606, ATTENTION OF VICTORIO DE GUZMAN (TELECOPY NO. (312) 954-2457);
(IV)
IF