be required pursuant to subpoena or other
legal process, or otherwise in order to comply with any applicable Requirements
of Law, (c) in connection with any proceeding to enforce its rights hereunder,
under any other Credit Document or in any other litigation or proceeding in
connection with the Credit Documents, (d) to the Agents or any other Lender,
(e) to the extent the same has become publicly available other than as a result
of a breach of this Agreement and (f) pursuant to and in accordance with the
provisions of Section 9.05.
Section 9.12
Counterparts; Effectiveness . This
Agreement may be executed in any number of counterparts and by different parties
hereto on separate counterparts, each of which when so executed and delivered
shall be an original, but all of which shall together constitute one and the
same instrument. This Agreement shall become effective upon the execution of a
counterpart hereof by each of the parties hereto and receipt by the
Administrative Agent and RenRe of written or telephonic notification of such
execution and authorization of delivery thereof.
Section 9.13
Disclosure of Information. The Credit
Parties agree and consent to the Administrative Agent's disclosure of
information relating to this transaction to Gold Sheets
and other similar bank
trade publications. Such information will consist of deal terms and other
information customarily found in such publications.
Section 9.14
Entire Agreement.
THIS AGREEMENT AND THE
OTHER DOCUMENTS AND INSTRUMENTS EXECUTED AND DELIVERED IN CONNECTION HEREWITH
(A) EMBODY THE ENTIRE AGREEMENT AND UNDERSTANDING BETWEEN THE PARTIES HERETO AND
THERETO RELATING TO THE SUBJECT MATTER HEREOF AND THEREOF, (B) SUPERSEDE ANY AND
ALL PRIOR AGREEMENTS AND UNDERSTANDINGS OF SUCH PERSONS, ORAL OR WRITTEN,
RELATING TO THE SUBJECT MATTER HEREOF AND THEREOF, INCLUDING, WITHOUT
LIMITATION, THE COMMITMENT LETTER FROM WACHOVIA TO RENRE DATED MARCH 12, 2004,
BUT SPECIFICALLY EXCLUDING THE FEE LETTERS, AND (C) MAY NOT BE AMENDED,
SUPPLEMENTED, CONTRADICTED OR OTHERWISE MODIFIED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.
Section 9.15
Governing Law; Consent to Jurisdiction .
THIS AGREEMENT AND THE OTHER CREDIT DOCUMENTS HAVE BEEN EXECUTED, DELIVERED AND
ACCEPTED IN, AND SHALL BE DEEMED TO HAVE BEEN MADE IN, NEW YORK AND SHALL BE
GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE
OF NEW YORK (INCLUDING WITHOUT LIMITATION SECTION 5-1401 OF THE GENERAL
OBLIGATIONS LAW OF THE STATE OF NEW YORK, BUT OTHERWISE WITHOUT REGARD TO THE
CONFLICTS OF LAW PROVISIONS THEREOF); PROVIDED THAT EACH LETTER OF CREDIT SHALL
BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OR RULES
DESIGNATED IN SUCH LETTER OF CREDIT OR, IF NO SUCH LAWS OR RULES ARE DESIGNATED,
THE INTERNATIONAL STANDBY PRACTICES OF THE INTERNATIONAL CHAMBER OF COMMERCE AS
IN EFFECT FROM TIME TO TIME (THE "ISP"), AND, AS TO MATTERS NOT GOVERNED BY THE
ISP, THE LAWS OF THE STATE OF NEW YORK (WITHOUT REGARD TO THE CONFLICTS OF LAW
PROVISIONS THEREOF). EACH CREDIT PARTY HEREBY CONSENTS TO THE
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NONEXCLUSIVE