Common use of Jurisdiction; Immunities Clause in Contracts

Jurisdiction; Immunities. 54 Section 12.09. Counterparts...............................................54 Section 12.10. Exhibits and Schedules.....................................54 Section 12.11. Table of Contents; Headings................................55 Section 12.12. Severability...............................................55 Section 12.13. Integration................................................55 Section 12.14. Renewal of 364 Day Facilities..............................55 Section 12.15. Consents and Terminations..................................56 Section 12.16. Confidentiality............................................56 Section 12.17. Agreement in Writing.......................................56 Section 12.18. Jury Trial Waiver..........................................57 REVOLVING CREDIT AGREEMENT dated as of November 1, 1996 among HARVEST STATES COOPERATIVES, as Borrower BANQUE NATIONALE DE PARIS BOATMEN'S NATIONAL BANK CAISSE NATIONALE DE CREDIT AGRICOLE COOPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A. "RABOBANK NEDERLAND", NEW YORK BRANCH DG BANK DEUTSCHE GENOSSENSCHAFTSBANK FIRST BANK NATIONAL ASSOCIATION XXXXXX TRUST AND SAVINGS BANK NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION as Banks and ST. XXXX BANK FOR COOPERATIVES, as Syndication Agent and Bank CoBANK, ACB, as Syndication Agent, Administrative Agent, Bid Agent and Bank REVOLVING CREDIT AGREEMENT dated as of November 1, 1996 among HARVEST STATES COOPERATIVES a Minnesota cooperative corporation ("Borrower"), CoBANK, ACB ("CoBank"), ST. XXXX BANK FOR COOPERATIVES ("St. Xxxx Bank"), BANQUE NATIONALE DE PARIS, BOATMEN'S NATIONAL BANK, CAISSE NATIONALE DE CREDIT AGRICOLE, COOPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A. "RABOBANK NEDERLAND", NEW YORK BRANCH, DG BANK DEUTSCHE GENOSSENSCHAFTSBANK, FIRST BANK NATIONAL ASSOCIATION, XXXXXX TRUST AND SAVINGS BANK, NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION, and each other lender which may hereafter execute and deliver an Assignment and Assumption Agreement pursuant to Section 12.04 of this Agreement (each a "Bank" and collectively, the "Banks"), CoBank, as administrative agent for the Banks (in such capacity, together with its successors in such capacity, "Administrative Agent"), CoBank, as syndication agent for the Banks (in such capacity, together with its successors in such capacity, "Syndication Agent"), St. Xxxx Bank, as syndication agent for the Banks (in such capacity, together with its successors in such capacity, "Syndication Agent"), and CoBank, as bid agent for the Banks (in such capacity, together with its successors in such capacity, "Bid Agent"). The parties to this Agreement hereby agree as follows:

Jurisdiction; Immunities. 54 46 Section 12.099.08. Counterparts...............................................54 Subordination............................................47 Section 12.10. Exhibits and Schedules.....................................54 Section 12.119.09. Table of Contents; Headings................................55 ..............................48 Section 12.129.10. Severability...............................................55 .............................................48 Section 12.139.11. Counterparts.............................................49 Section 9.12. Integration................................................55 ..............................................49 Section 12.149.13. Renewal GOVERNING LAW............................................50 EXHIBITS Exhibit A Note Exhibit B Security Agreement Exhibit C Opinion of 364 Day Facilities..............................55 Section 12.15. Consents Counsel to the Obligors Schedule I Subsidiaries and Terminations..................................56 Section 12.16. Confidentiality............................................56 Section 12.17. Agreement in Writing.......................................56 Section 12.18. Jury Trial Waiver..........................................57 REVOLVING CREDIT Affiliates Schedule II Loan Arrangements; Liens Schedule III Existing Guaranties Schedule IV Litigation LOAN AGREEMENT LOAN AGREEMENT dated as of November 1July 10, 1996 1998 among HARVEST STATES COOPERATIVESCELLULARVISION OF NEW YORK, as Borrower BANQUE NATIONALE DE PARIS BOATMEN'S NATIONAL BANK CAISSE NATIONALE DE CREDIT AGRICOLE COOPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A. "RABOBANK NEDERLAND"L.P., NEW YORK BRANCH DG BANK DEUTSCHE GENOSSENSCHAFTSBANK FIRST BANK NATIONAL ASSOCIATION XXXXXX TRUST AND SAVINGS BANK NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION as Banks and ST. XXXX BANK FOR COOPERATIVES, as Syndication Agent and Bank CoBANK, ACB, as Syndication Agent, Administrative Agent, Bid Agent and Bank REVOLVING CREDIT AGREEMENT dated as a limited partnership organized under the laws of November 1, 1996 among HARVEST STATES COOPERATIVES a Minnesota cooperative corporation the State of Delaware (the "Borrower"), CoBANKCELLULARVISION USA, ACB INC., a corporation organized under the laws of the State of Delaware (the "CoBank")Guarantor" and, ST. XXXX BANK FOR COOPERATIVES ("St. Xxxx Bank"), BANQUE NATIONALE DE PARIS, BOATMEN'S NATIONAL BANK, CAISSE NATIONALE DE CREDIT AGRICOLE, COOPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A. "RABOBANK NEDERLAND", NEW YORK BRANCH, DG BANK DEUTSCHE GENOSSENSCHAFTSBANK, FIRST BANK NATIONAL ASSOCIATION, XXXXXX TRUST AND SAVINGS BANK, NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION, and each other lender which may hereafter execute and deliver an Assignment and Assumption Agreement pursuant to Section 12.04 of this Agreement (each a "Bank" and collectivelytogether with the Borrower, the "BanksObligors")) and WINSTAR COMMUNICATIONS, CoBankINC., as administrative agent for a corporation organized under the Banks laws of the State of Delaware (in such capacity, together with its successors in such capacity, the "Administrative Agent"), CoBank, as syndication agent for the Banks (in such capacity, together with its successors in such capacity, "Syndication Agent"), St. Xxxx Bank, as syndication agent for the Banks (in such capacity, together with its successors in such capacity, "Syndication Agent"), and CoBank, as bid agent for the Banks (in such capacity, together with its successors in such capacity, "Bid AgentLender"). The parties Obligors have requested that the Lender extend credit to the Borrower and make loans to the Borrower, the repayment which will be guaranteed by the Guarantor, as provided in this Agreement. The Guarantor will receive direct economic and financial benefits from the Debt incurred under this Agreement hereby and the incurrence of such Debt is in the best interests of the Guarantor. Each Obligor acknowledges that the Lender would not provide the financing hereunder but for the obligations of such Obligor hereunder with respect hereto. Accordingly, the parties hereto agree as follows:

Jurisdiction; Immunities. 54 75 Section 12.09. Counterparts...............................................54 12.16 Gross-Up For Taxes...........................................................76 Section 12.10. Exhibits 12.17 Additions and Schedules.....................................54 Releases of Properties.........................................77 Section 12.11. Table 12.18 Reappraisals of Contents; Headings................................55 Hotel Properties.............................................79 Section 12.12. Severability...............................................55 12.19 Certain Provisions Regarding Disposition Properties..........................79 Section 12.13. Integration................................................55 12.20 Partial Releases.............................................................80 Section 12.14. Renewal 12.21 Special Provisions Regarding Results of 364 Day Facilities..............................55 Section 12.15. Consents Operations of Hotel Properties.......81 SCHEDULE A - Properties - As of Closing Date SCHEDULE A-1 - Properties - As of Date of Amended and Terminations..................................56 Section 12.16. Confidentiality............................................56 Section 12.17. Restated Agreement in Writing.......................................56 Section 12.18. Jury Trial Waiver..........................................57 REVOLVING CREDIT AGREEMENT SCHEDULE 5.04 - Litigation SCHEDULE 5.22 - Lease Purchase Options EXHIBIT A - Authorization Letter EXHIBIT B-1 - Xxxxxxx X Xxxx XXXXXXX X-0 - Xxxxxxx X Xxxe EXHIBIT B-3 - Tranche C Note EXHIBIT C - Information Regarding Material Affiliates EXHIBIT D - Solvency Certificate EXHIBIT E - Assignment and Assumption Agreement EXHIBIT F - Notice of Assignment of Lease 112 As of May 18, 2000 Crescent Real Estate Funding VIII, L.P. 777 Xxxx Xxxxxx, Xxxxx 0000 Xxxx Xxxxx, Xxxxx 00000-0000 Xttention: Mr. Chrixxxxxxx Xxxxxx Re: Amended and Restated Secured Loan Agreement, dated as of November 1May 10, 1996 2000, among HARVEST STATES COOPERATIVESCrescent Real Estate Funding VIII, L.P., as Borrower BANQUE NATIONALE DE PARIS BOATMEN'S NATIONAL BANK CAISSE NATIONALE DE CREDIT AGRICOLE COOPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A. Borrower, UBS AG, Stamford Branch ("RABOBANK NEDERLANDUBS", NEW YORK BRANCH DG BANK DEUTSCHE GENOSSENSCHAFTSBANK FIRST BANK NATIONAL ASSOCIATION XXXXXX TRUST AND SAVINGS BANK NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION as Banks ) and ST. XXXX BANK FOR COOPERATIVESFleet National Bank, as Syndication Agent and Bank CoBANKLenders, ACBFleetBoston Robexxxxx Xxxpxxxx Xxx., as Syndication Agent, Administrative Citicorp Real Estate, Inc., as Documentation Agent, Bid and UBS, as Administrative Agent and Bank REVOLVING CREDIT AGREEMENT dated as of November 1, 1996 among HARVEST STATES COOPERATIVES a Minnesota cooperative corporation ("Borrower"), CoBANK, ACB ("CoBank"), ST. XXXX BANK FOR COOPERATIVES ("St. Xxxx Bank"), BANQUE NATIONALE DE PARIS, BOATMEN'S NATIONAL BANK, CAISSE NATIONALE DE CREDIT AGRICOLE, COOPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A. "RABOBANK NEDERLAND", NEW YORK BRANCH, DG BANK DEUTSCHE GENOSSENSCHAFTSBANK, FIRST BANK NATIONAL ASSOCIATION, XXXXXX TRUST AND SAVINGS BANK, NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION, and each other lender which may hereafter execute and deliver an Assignment and Assumption Agreement pursuant to Section 12.04 of this Agreement (each a "Bank" and collectively, the "BanksLoan Agreement"), CoBank, as administrative agent for ) Dear Sir/Madam: This is to confirm the Banks (in such capacity, together with its successors in such capacity, "Administrative Agent"), CoBank, as syndication agent for agreement among the Banks (in such capacity, together with its successors in such capacity, "Syndication Agent"), St. Xxxx Bank, as syndication agent for the Banks (in such capacity, together with its successors in such capacity, "Syndication Agent"), and CoBank, as bid agent for the Banks (in such capacity, together with its successors in such capacity, "Bid Agent"). The parties to this the Loan Agreement hereby agree that Section 2.09 of the Loan Agreement is amended as follows:

Jurisdiction; Immunities. 54 87 Section 12.08. Governing Law...................................... 88 Section 12.09. Counterparts...............................................54 ....................................... 88 Section 12.10. Exhibits and Schedules.....................................54 ............................. 88 Section 12.11. Table of Contents; Headings................................55 ........................ 88 Section 12.12. Severability...............................................55 ....................................... 88 Section 12.13. Integration................................................55 Section 12.14. Renewal ........................................ 89 EXHIBITS Exhibit 1.01A Counter Indemnity Agreement Exhibit 1.01B Form of 364 Day Facilities..............................55 Section 12.15. Consents Request for Letter of Credit Exhibit 2.07 Form of Revolving Credit Note Schedule 1.01A Investment Guidelines Schedule 1.01B Navigators' Accepted Credit List Schedule 1.01C Tier-1 Reinsurer Schedule 1.01D Tier-2 Reinsurer Schedule 6.11 Insurance Licenses Schedule 6.14 Subsidiaries and Terminations..................................56 Section 12.16. Confidentiality............................................56 Section 12.17. Agreement in Writing.......................................56 Section 12.18. Jury Trial Waiver..........................................57 REVOLVING Ownership of Stock Schedule 6.16 Partnerships Schedule 6.20 Lines of Business AMENDED AND RESTATED CREDIT AGREEMENT dated as of November 126, 1996 among HARVEST STATES COOPERATIVESTHE NAVIGATORS GROUP, as Borrower BANQUE NATIONALE DE PARIS BOATMEN'S NATIONAL BANK CAISSE NATIONALE DE CREDIT AGRICOLE COOPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A. "RABOBANK NEDERLAND", NEW YORK BRANCH DG BANK DEUTSCHE GENOSSENSCHAFTSBANK FIRST BANK NATIONAL ASSOCIATION XXXXXX TRUST AND SAVINGS BANK NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION as Banks and STINC. XXXX BANK FOR COOPERATIVES, as Syndication Agent and Bank CoBANK, ACB, as Syndication Agent, Administrative Agent, Bid Agent and Bank REVOLVING CREDIT AGREEMENT dated as of November 1, 1996 among HARVEST STATES COOPERATIVES a Minnesota cooperative corporation (the "Borrower"), CoBANKBROWX XXXTHERS HARRXXXX & XO., ACB ("CoBankBBH&Co."), ST. XXXX NBD BANK FOR COOPERATIVES ("St. Xxxx NBD"), FIRST UNION NATIONAL BANK OF NORTH CAROLINA ("First Union"), (each of BBH&Co., NBD and First Union a "Lender" and, collectively, the "Lenders"), THE FIRST NATIONAL BANK OF CHICAGO, as issuer of Letters of Credit (as defined below) ("Issuing Bank"), BANQUE NATIONALE DE PARIS, BOATMEN'S NATIONAL BANK, CAISSE NATIONALE DE CREDIT AGRICOLE, COOPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A. "RABOBANK NEDERLAND", NEW YORK BRANCH, DG BANK DEUTSCHE GENOSSENSCHAFTSBANK, FIRST BANK NATIONAL ASSOCIATION, XXXXXX TRUST AND SAVINGS BANK, NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION, and each other lender which may hereafter execute and deliver an Assignment and Assumption Agreement pursuant to Section 12.04 of this Agreement (each a "Bank" and collectively, the "Banks"), CoBankBROWX XXXTHERS HARRXXXX & XO., as administrative agent for the Banks Lenders and the Issuing Bank (in such capacity, together with its successors in such capacity, the "Administrative Agent"), CoBankamending and restating the Credit Agreement dated as of August 5, 1994 among the Borrower, the Lenders, and the Agent, as syndication agent for the Banks (in such capacityamended by a letter dated September 23, together with its successors in such capacity, "Syndication Agent"), St. Xxxx Bank1994, as syndication agent for the Banks (in such capacityfurther amended by an Amendment to Credit Agreement and Pledge Agreement dated as of January 1, together with its successors in such capacity, "Syndication Agent")1995, and CoBankas further amended by a Third Amendment and Waiver to Credit Agreement dated as of September 30, 1995, as bid agent for the Banks (in such capacityfurther amended by a letter dated June 24, together with its successors in such capacity1996, "Bid Agent"). The parties to this Agreement hereby agree and as follows:further amended by a Fourth Amendment and Waiver dated as of September 30, 1996.