AGENT OR SUCH OTHER SECURED
PARTY TO OR FOR THE CREDIT OR THE ACCOUNT OF SUCH GUARANTOR, OR ANY PART THEREOF
IN SUCH AMOUNTS AS THE COLLATERAL AGENT, THE ADMINISTRATIVE AGENT OR SUCH OTHER
SECURED PARTY MAY ELECT.
THE COLLATERAL AGENT, THE ADMINISTRATIVE AGENT AND
EACH OTHER SECURED PARTY SHALL NOTIFY SUCH GUARANTOR PROMPTLY OF ANY SUCH
SET-OFF AND THE APPLICATION MADE BY THE COLLATERAL AGENT, THE ADMINISTRATIVE
AGENT OR SUCH OTHER SECURED PARTY OF THE PROCEEDS THEREOF; PROVIDED THAT THE
FAILURE TO GIVE SUCH NOTICE SHALL NOT AFFECT THE VALIDITY OF SUCH SET-OFF AND
APPLICATION.
THE RIGHTS OF THE COLLATERAL AGENT, THE ADMINISTRATIVE AGENT AND
EACH OTHER SECURED PARTY UNDER THIS SUBSECTION 9.6 ARE IN ADDITION TO OTHER
RIGHTS AND REMEDIES (INCLUDING, WITHOUT LIMITATION, OTHER RIGHTS OF SET-OFF)
WHICH THE COLLATERAL AGENT, THE ADMINISTRATIVE AGENT OR SUCH OTHER SECURED PARTY
MAY HAVE.
9.7
COUNTERPARTS.
THIS AGREEMENT MAY BE
EXECUTED BY ONE OR MORE OF THE PARTIES TO THIS AGREEMENT ON ANY NUMBER OF
SEPARATE COUNTERPARTS, AND ALL OF SAID COUNTERPARTS TAKEN TOGETHER SHALL BE
DEEMED TO CONSTITUTE ONE AND THE SAME INSTRUMENT.
9.8
SEVERABILITY.
ANY PROVISION OF THIS
AGREEMENT WHICH IS PROHIBITED OR UNENFORCEABLE IN ANY JURISDICTION SHALL, AS TO
SUCH JURISDICTION, BE INEFFECTIVE TO THE EXTENT OF SUCH PROHIBITION OR
UNENFORCEABILITY WITHOUT INVALIDATING THE REMAINING PROVISIONS HEREOF, AND ANY
SUCH PROHIBITION OR UNENFORCEABILITY IN ANY JURISDICTION SHALL NOT INVALIDATE OR
RENDER UNENFORCEABLE SUCH PROVISION IN ANY OTHER JURISDICTION; PROVIDED THAT,
WITH RESPECT TO ANY PLEDGED STOCK ISSUED BY A FOREIGN SUBSIDIARY, ALL RIGHTS,
POWERS AND REMEDIES PROVIDED IN THIS AGREEMENT MAY BE EXERCISED ONLY TO THE
EXTENT THAT THEY DO NOT VIOLATE ANY PROVISION OF ANY LAW, RULE OR REGULATION OF
ANY GOVERNMENTAL AUTHORITY APPLICABLE TO ANY SUCH PLEDGED STOCK OR AFFECTING THE
LEGALITY, VALIDITY OR ENFORCEABILITY OF ANY OF THE PROVISIONS OF THIS AGREEMENT
AGAINST THE PLEDGOR (SUCH LAWS, RULES OR REGULATIONS, "APPLICABLE LAW") AND ARE
INTENDED TO BE LIMITED TO THE EXTENT NECESSARY SO THAT THEY WILL NOT RENDER THIS
AGREEMENT INVALID, UNENFORCEABLE OR NOT ENTITLED TO BE RECORDED, REGISTERED OR
FILED UNDER THE PROVISIONS OF ANY APPLICABLE LAW.
9.9
SECTION HEADINGS.
THE SECTION HEADINGS USED
IN THIS AGREEMENT ARE FOR CONVENIENCE OF REFERENCE ONLY AND ARE NOT TO AFFECT
THE CONSTRUCTION HEREOF OR BE TAKEN INTO CONSIDERATION IN THE INTERPRETATION
HEREOF.
9.10
INTEGRATION.
THIS AGREEMENT AND THE OTHER LOAN
DOCUMENTS REPRESENT THE ENTIRE AGREEMENT OF THE GRANTING PARTIES, THE COLLATERAL
AGENT, THE ADMINISTRATIVE AGENT AND THE OTHER SECURED PARTIES WITH RESPECT TO
THE SUBJECT MATTER HEREOF, AND THERE ARE NO PROMISES, UNDERTAKINGS,
REPRESENTATIONS OR WARRANTIES BY THE GRANTING PARTIES, THE COLLATERAL AGENT OR
ANY OTHER SECURED
44
PARTY RELATIVE TO SUBJECT MATTER HEREOF NOT EXPRESSLY SET FORTH OR REFERRED TO
HEREIN OR IN THE OTHER LOAN DOCUMENTS.
9.11
GOVERNING LAW.
THIS AGREEMENT AND THE RIGHTS AND
OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
9.12
SUBMISSION TO JURISDICTION;