OF THE PARTIES AS TO THE SUBJECT MATTER HEREOF AND THE PROHIBITED NATURE,
INVALIDITY OR UNENFORCEABILITY OF THE PROVISION(S) IN QUESTION DOES NOT
SUBSTANTIALLY IMPAIR THE RESPECTIVE EXPECTATIONS OR RECIPROCAL OBLIGATIONS OF
THE PARTIES OR THE PRACTICAL REALIZATION OF THE BENEFITS THAT WOULD OTHERWISE BE
CONFERRED UPON THE PARTIES. THE PARTIES WILL ENDEAVOR IN GOOD FAITH NEGOTIATIONS
TO REPLACE THE PROHIBITED, INVALID OR UNENFORCEABLE PROVISION(S) WITH A VALID
PROVISION(S), THE EFFECT OF WHICH COMES AS CLOSE AS POSSIBLE TO THAT OF THE
PROHIBITED, INVALID OR UNENFORCEABLE PROVISION(S).
12.
ENTIRE AGREEMENT; AMENDMENT.
THIS AGREEMENT
SUPERSEDES ALL OTHER PRIOR ORAL OR WRITTEN AGREEMENTS BETWEEN THE LENDER, THE
BORROWER, AND THEIR RESPECTIVE AFFILIATES AND PERSONS ACTING ON THEIR BEHALF
WITH RESPECT TO THE MATTERS DISCUSSED HEREIN, AND, EXCEPT AS SPECIFICALLY SET
FORTH HEREIN, NEITHER THE LENDER NOR THE BORROWER MAKES ANY REPRESENTATION,
WARRANTY, COVENANT OR UNDERTAKING WITH RESPECT TO SUCH MATTERS.
NO PROVISION OF
THIS AGREEMENT MAY BE AMENDED, WAIVED, TERMINATED OR OTHERWISE MODIFIED OTHER
THAN BY AN INSTRUMENT IN WRITING SIGNED BY THE LENDER AND THE BORROWER. ANY
AMENDMENT TO THIS AGREEMENT MADE IN CONFORMITY WITH THE PROVISIONS OF THIS
SECTION 12 SHALL BE BINDING ON ALL PARTIES.
NO PROVISION HEREOF MAY BE WAIVED
OTHER THAN BY AN INSTRUMENT IN WRITING SIGNED BY THE PARTY AGAINST WHOM
ENFORCEMENT IS SUBJECT.
13.
BINDING EFFECT.
THIS AGREEMENT SHALL BE
BINDING UPON AND INURE TO THE BENEFIT OF THE PARTIES HERETO AND THE RESPECTIVE
SUCCESSORS, LEGAL REPRESENTATIVES AND ASSIGNS OF EACH.
14.
COUNTERPARTS.
THIS AGREEMENT MAY BE
EXECUTED IN COUNTERPARTS, EACH OF WHICH SHALL BE DEEMED AN ORIGINAL, BUT ALL OF
WHICH TOGETHER SHALL BE DEEMED ONE AND THE SAME INSTRUMENT.
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15.
APPLICABLE LAW.
THIS AGREEMENT SHALL BE
GOVERNED BY THE LAWS OF THE STATE OF DELAWARE, WITHOUT REGARD TO THE CHOICE OF
LAW RULES THEREOF.
SIGNATURES ARE ON THE FOLLOWING PAGES.
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IN WITNESS WHEREOF, THIS AGREEMENT HAS BEEN DULY EXECUTED BY EACH OF THE PARTIES
HERETO AS OF THE DATE FIRST ABOVE WRITTEN.
THERMO FUNDING COMPANY LLC
By:
/s/ James Monroe III
Printed Name: James Monroe III
Title: Manager
GLOBALSTAR, INC.
By:
/s/ Fuad Ahmad
Printed Name: Fuad Ahmad
Title: Senior Vice President and CFO
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