A REMEDY
EVENT EXISTS UNDER THE REIMBURSEMENT AGREEMENT), OBLIGEE MAY ASSIGN ITS RIGHTS
UNDER THIS AGREEMENT IN WHOLE OR IN PART TO THE TRANSFEREE OF ITS RIGHTS AND
OBLIGATIONS UNDER THE REIMBURSEMENT AGREEMENT AND UPON ANY SUCH ASSIGNMENT, ALL
THE TERMS AND PROVISIONS OF THIS AGREEMENT SHALL INURE TO THE BENEFIT OF SUCH
ASSIGNEE TO THE EXTENT SO ASSIGNED.
OBLIGEE AGREES TO NOTIFY AGREEMENT PROVIDER
OF ANY SUCH ASSIGNMENT.
THE TERMS USED TO DESIGNATE ANY OF THE PARTIES HEREIN
SHALL BE DEEMED TO INCLUDE THE HEIRS, LEGAL REPRESENTATIVES, SUCCESSORS AND
ASSIGNS OF SUCH PARTIES; AND THE TERM "OBLIGEE" SHALL INCLUDE, IN ADDITION TO
OBLIGEE, ANY LAWFUL OWNER, HOLDER OR PLEDGEE OF THE REIMBURSEMENT AGREEMENT TO
WHOM SPONSOR HAS CONSENTED (UNLESS NO SUCH CONSENT IS NECESSARY BECAUSE A REMEDY
EVENT EXISTS UNDER THE REIMBURSEMENT AGREEMENT).
REFERENCE HEREIN TO "PERSON"
OR "PERSONS" SHALL BE DEEMED TO INCLUDE INDIVIDUALS AND ENTITIES.
14.
THIS AGREEMENT AND THE OTHER SPONSOR
DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE
CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL
AGREEMENTS. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.
ALL
PRIOR OR CONTEMPORANEOUS AGREEMENTS, UNDERSTANDINGS, REPRESENTATIONS, AND
STATEMENTS, ORAL OR WRITTEN, ARE MERGED INTO THIS AGREEMENT AND THE OTHER
SPONSOR DOCUMENTS.
AGREEMENT PROVIDER ACKNOWLEDGES THAT AGREEMENT PROVIDER HAS
RECEIVED COPIES OF THE REIMBURSEMENT AGREEMENT AND ALL OTHER SPONSOR DOCUMENTS.
NEITHER THIS AGREEMENT NOR ANY OF ITS PROVISIONS MAY BE WAIVED, MODIFIED,
AMENDED, DISCHARGED, OR TERMINATED EXCEPT BY AN AGREEMENT IN WRITING SIGNED BY
THE PARTY AGAINST WHICH THE ENFORCEMENT OF THE WAIVER, MODIFICATION, AMENDMENT,
DISCHARGE, OR TERMINATION IS SOUGHT, AND THEN ONLY TO THE EXTENT SET FORTH IN
THAT AGREEMENT.
15.
THIS AGREEMENT SHALL BE CONSTRUED, AND THE
RIGHTS AND OBLIGATIONS OF AGREEMENT PROVIDER HEREUNDER DETERMINED, IN ACCORDANCE
WITH FEDERAL STATUTORY OR COMMON LAW ("FEDERAL LAW").
INSOFAR AS THERE MAY BE
NO APPLICABLE RULE OR PRECEDENT UNDER FEDERAL LAW AND INSOFAR AS TO DO SO WOULD
NOT FRUSTRATE THE PURPOSES OF ANY PROVISION OF THIS AGREEMENT, THE LOCAL LAW OF
THE STATE OF NEW YORK SHALL BE DEEMED REFLECTIVE OF FEDERAL LAW.
THE PARTIES
AGREE THAT ANY LEGAL ACTIONS AMONG THE AGREEMENT PROVIDER AND THE OBLIGEE
REGARDING EACH PARTY HEREUNDER SHALL BE ORIGINATED IN THE UNITED STATES DISTRICT
COURT IN AND FOR THE EASTERN DISTRICT OF VIRGINIA, AND THE PARTIES HEREBY
CONSENT TO THE EXCLUSIVE JURISDICTION AND VENUE OF
5
SAID COURT IN CONNECTION WITH ANY ACTION OR PROCEEDING INITIATED CONCERNING THIS
AGREEMENT.
AGREEMENT PROVIDER IRREVOCABLY CONSENTS TO SERVICE, JURISDICTION,
AND VENUE OF SUCH COURT FOR ANY SUCH LITIGATION AND WAIVES ANY OTHER VENUE TO
WHICH IT MIGHT BE ENTITLED BY VIRTUE OF DOMICILE, HABITUAL RESIDENCE OR
OTHERWISE.
16.
NET WORTH.
AS OF THE DATE OF THIS
AGREEMENT, THE AGREEMENT PROVIDER REPRESENTS AND WARRANTS TO OBLIGEE THAT IT HAS
A NET WORTH EQUAL TO AT LEAST $40,000,000 AND, DURING THE TERM OF THIS
AGREEMENT, AGREEMENT PROVIDER SHALL AT ALL TIMES MAINTAIN A NET WORTH EQUAL TO
AT LEAST $40,000,000.
17.
MAINTENANCE OF