Common use of Jurisdiction; Immunities Clause in Contracts

Jurisdiction; Immunities. 87 Section 12.08. Governing Law...................................... 88 Section 12.09. Counterparts....................................... 88 Section 12.10. Exhibits and Schedules............................. 88 Section 12.11. Table of Contents; Headings........................ 88 Section 12.12. Severability....................................... 88 Section 12.13. Integration........................................ 89 EXHIBITS Exhibit 1.01A Counter Indemnity Agreement Exhibit 1.01B Form of 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 Ownership of Stock Schedule 6.16 Partnerships Schedule 6.20 Lines of Business AMENDED AND RESTATED CREDIT AGREEMENT dated as of November 26, 1996 among THE NAVIGATORS GROUP, INC. (the "Borrower"), BROWX XXXTHERS HARRXXXX & XO., ("BBH&Co."), NBD BANK ("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"), and BROWX XXXTHERS HARRXXXX & XO., as agent for the Lenders and the Issuing Bank (in such capacity, together with its successors in such capacity, the "Agent"), amending and restating the Credit Agreement dated as of August 5, 1994 among the Borrower, the Lenders, and the Agent, as amended by a letter dated September 23, 1994, as further amended by an Amendment to Credit Agreement and Pledge Agreement dated as of January 1, 1995, and as further amended by a Third Amendment and Waiver to Credit Agreement dated as of September 30, 1995, as further amended by a letter dated June 24, 1996, and as further amended by a Fourth Amendment and Waiver dated as of September 30, 1996.

Jurisdiction; Immunities. 87 75 Section 12.08. Governing Law...................................... 88 12.16 Gross-Up For Taxes...........................................................76 Section 12.09. Counterparts....................................... 88 12.17 Additions and Releases of Properties.........................................77 Section 12.10. Exhibits 12.18 Reappraisals of Hotel Properties.............................................79 Section 12.19 Certain Provisions Regarding Disposition Properties..........................79 Section 12.20 Partial Releases.............................................................80 Section 12.21 Special Provisions Regarding Results of Operations of Hotel Properties.......81 SCHEDULE A - Properties - As of Closing Date SCHEDULE A-1 - Properties - As of Date of Amended and Schedules............................. 88 Section 12.11. Table Restated 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 Contents; Headings........................ 88 Section 12.12. Severability....................................... 88 Section 12.13. Integration........................................ 89 EXHIBITS Exhibit 1.01A Counter Indemnity Agreement Exhibit 1.01B Form Assignment of Request for Letter Lease 112 As 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 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 Ownership of Stock Schedule 6.16 Partnerships Schedule 6.20 Lines of Business AMENDED AND RESTATED CREDIT AGREEMENT Restated Secured Loan Agreement, dated as of November 26May 10, 1996 2000, among THE NAVIGATORS GROUPCrescent Real Estate Funding VIII, INC. L.P., as Borrower, UBS AG, Stamford Branch ("UBS") and Fleet National Bank, as Lenders, FleetBoston Robexxxxx Xxxpxxxx Xxx., as Syndication Agent, Citicorp Real Estate, Inc., as Documentation Agent, and UBS, as Administrative Agent (the "BorrowerLoan Agreement"), BROWX XXXTHERS HARRXXXX & XO., ("BBH&Co."), NBD BANK ("NBD"), FIRST UNION NATIONAL BANK OF NORTH CAROLINA ("First Union"), (each of BBH&Co., NBD and First Union a "Lender" and, collectively, ) Dear Sir/Madam: This is to confirm the "Lenders"), THE FIRST NATIONAL BANK OF CHICAGO, as issuer of Letters of Credit (as defined below) ("Issuing Bank"), and BROWX XXXTHERS HARRXXXX & XO., as agent for the Lenders and the Issuing Bank (in such capacity, together with its successors in such capacity, the "Agent"), amending and restating the Credit Agreement dated as of August 5, 1994 agreement among the Borrower, parties to the Lenders, and Loan Agreement that Section 2.09 of the Agent, Loan Agreement is amended as amended by a letter dated September 23, 1994, as further amended by an Amendment to Credit Agreement and Pledge Agreement dated as of January 1, 1995, and as further amended by a Third Amendment and Waiver to Credit Agreement dated as of September 30, 1995, as further amended by a letter dated June 24, 1996, and as further amended by a Fourth Amendment and Waiver dated as of September 30, 1996.follows:

Jurisdiction; Immunities. 87 Section 12.08. Governing Law...................................... 88 54 Section 12.09. Counterparts....................................... 88 ...............................................54 Section 12.10. Exhibits and Schedules............................. 88 .....................................54 Section 12.11. Table of Contents; Headings........................ 88 ................................55 Section 12.12. Severability....................................... 88 ...............................................55 Section 12.13. Integration........................................ 89 EXHIBITS Exhibit 1.01A Counter Indemnity ................................................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 Exhibit 1.01B Form of 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 Ownership of Stock Schedule 6.16 Partnerships Schedule 6.20 Lines of Business AMENDED AND RESTATED in Writing.......................................56 Section 12.18. Jury Trial Waiver..........................................57 REVOLVING CREDIT AGREEMENT dated as of November 261, 1996 among THE NAVIGATORS GROUPHARVEST STATES COOPERATIVES, INCas 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 (the "Borrower"), BROWX XXXTHERS HARRXXXX & XO.CoBANK, ACB ("BBH&Co.CoBank"), NBD ST. XXXX BANK FOR COOPERATIVES ("NBDSt. 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 UNION BANK NATIONAL ASSOCIATION, XXXXXX TRUST AND SAVINGS BANK, NORWEST BANK OF NORTH CAROLINA ("First Union")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 of BBH&Co., NBD and First Union a "LenderBank" and, and collectively, the "LendersBanks"), THE FIRST NATIONAL BANK OF CHICAGOCoBank, as issuer of Letters of Credit (as defined below) ("Issuing Bank"), and BROWX XXXTHERS HARRXXXX & XO., as administrative agent for the Lenders and the Issuing Bank Banks (in such capacity, together with its successors in such capacity, the "Administrative Agent"), amending and restating CoBank, as syndication agent for the Credit Agreement dated Banks (in such capacity, together with its successors in such capacity, "Syndication Agent"), St. Xxxx Bank, as of August 5syndication agent for the Banks (in such capacity, 1994 among the Borrowertogether with its successors in such capacity, the Lenders"Syndication Agent"), and the AgentCoBank, as amended by a letter dated September 23bid agent for the Banks (in such capacity, 1994together with its successors in such capacity, "Bid Agent"). The parties to this Agreement hereby agree as further amended by an Amendment to Credit Agreement and Pledge Agreement dated as of January 1, 1995, and as further amended by a Third Amendment and Waiver to Credit Agreement dated as of September 30, 1995, as further amended by a letter dated June 24, 1996, and as further amended by a Fourth Amendment and Waiver dated as of September 30, 1996.follows:

Jurisdiction; Immunities. 87 46 Section 12.089.08. Governing Law...................................... 88 Subordination............................................47 Section 12.09. Counterparts....................................... 88 Section 12.10. Exhibits and Schedules............................. 88 Section 12.119.09. Table of Contents; Headings........................ 88 ..............................48 Section 12.129.10. Severability....................................... 88 .............................................48 Section 12.139.11. Counterparts.............................................49 Section 9.12. Integration........................................ 89 ..............................................49 Section 9.13. GOVERNING LAW............................................50 EXHIBITS Exhibit 1.01A Counter Indemnity A Note Exhibit B Security Agreement Exhibit 1.01B Form C Opinion of Request for Letter of Credit Exhibit 2.07 Form of Revolving Credit Note Counsel to the Obligors 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 I Subsidiaries and Ownership of Stock Affiliates Schedule 6.16 Partnerships II Loan Arrangements; Liens Schedule 6.20 Lines of Business AMENDED AND RESTATED CREDIT III Existing Guaranties Schedule IV Litigation LOAN AGREEMENT LOAN AGREEMENT dated as of November 26July 10, 1996 1998 among THE NAVIGATORS GROUPCELLULARVISION OF NEW YORK, INC. L.P., a limited partnership organized under the laws of the State of Delaware (the "Borrower"), BROWX XXXTHERS HARRXXXX & XOCELLULARVISION USA, INC., a corporation organized under the laws of the State of Delaware (the "BBH&Co."), NBD BANK ("NBD"), FIRST UNION NATIONAL BANK OF NORTH CAROLINA ("First Union"), (each of BBH&Co., NBD and First Union a "LenderGuarantor" and, collectively, the "Lenders"), THE FIRST NATIONAL BANK OF CHICAGO, as issuer of Letters of Credit (as defined below) ("Issuing Bank"), and BROWX XXXTHERS HARRXXXX & XO., as agent for the Lenders and the Issuing Bank (in such capacity, together with its successors in such capacity, the "Agent"), amending and restating the Credit Agreement dated as of August 5, 1994 among the Borrower, the Lenders"Obligors") and WINSTAR COMMUNICATIONS, INC., a corporation organized under the laws of the State of Delaware (the "Lender"). The 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 and the Agentincurrence 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 amended by a letter dated September 23, 1994, as further amended by an Amendment to Credit Agreement and Pledge Agreement dated as of January 1, 1995, and as further amended by a Third Amendment and Waiver to Credit Agreement dated as of September 30, 1995, as further amended by a letter dated June 24, 1996, and as further amended by a Fourth Amendment and Waiver dated as of September 30, 1996.follows: