IN PART TO THE TRANSFEREE OF
ITS RIGHTS AND OBLIGATIONS UNDER THE STABILIZATION 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 STABILIZATION
AGREEMENT TO WHOM STABILIZATION GUARANTOR 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 STABILIZATION
AGREEMENT 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
STABILIZATION AGREEMENT.
AGREEMENT PROVIDER ACKNOWLEDGES THAT AGREEMENT
PROVIDER HAS RECEIVED A COPY OF THE STABILIZATION AGREEMENT.
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
5
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 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.
AS OF THE DATE AND DURING THE TERM OF THIS
AGREEMENT, THE AGREEMENT PROVIDER SHALL MAINTAIN SHAREHOLDERS' EQUITY AS SET
FORTH IN THE FINANCIAL STATEMENTS OF CHC IN ACCORDANCE WITH GAAP OF GREATER THAN
$500,000,000 PLUS 75% OF THE NET PROCEEDS FROM ANY SALE OR ISSUANCE OF THE
AGREEMENT PROVIDER'S CAPITAL STOCK TO THE EXTENT INCLUDED IN SHAREHOLDERS'
EQUITY.
17.
DURING THE TERM OF THE STABILIZATION
AGREEMENT, THE AGREEMENT PROVIDER AGREES (A) TO MAINTAIN ITS EXISTENCE AS