ASSIGNS.
DELIVERY OF AN EXECUTED
COUNTERPART OF A SIGNATURE PAGE OF THIS AGREEMENT BY FACSIMILE SHALL BE
EFFECTIVE AS DELIVERY OF A MANUALLY EXECUTED COUNTERPART OF THIS AGREEMENT.
SECTION 9.07.
SEVERABILITY.
ANY PROVISION OF ANY LOAN DOCUMENT HELD TO BE
INVALID, ILLEGAL OR UNENFORCEABLE IN ANY JURISDICTION SHALL, AS TO SUCH
JURISDICTION, BE INEFFECTIVE TO THE EXTENT OF SUCH INVALIDITY, ILLEGALITY OR
UNENFORCEABILITY WITHOUT AFFECTING THE VALIDITY, LEGALITY AND ENFORCEABILITY OF
THE REMAINING PROVISIONS THEREOF; AND THE INVALIDITY OF A PARTICULAR PROVISION
IN A PARTICULAR JURISDICTION SHALL NOT INVALIDATE SUCH PROVISION IN ANY OTHER
JURISDICTION.
SECTION 9.08.
RIGHT OF SETOFF.
IF AN EVENT OF DEFAULT SHALL HAVE OCCURRED AND
BE CONTINUING, EACH LENDER, THE ISSUING BANK AND EACH OF ITS AFFILIATES IS
HEREBY AUTHORIZED AT ANY TIME AND FROM TIME TO TIME, TO THE FULLEST EXTENT
PERMITTED BY LAW, TO SET OFF AND APPLY ANY AND ALL DEPOSITS (GENERAL OR SPECIAL,
TIME OR DEMAND, PROVISIONAL OR FINAL, IN WHATEVER CURRENCY) AT ANY TIME HELD AND
OTHER OBLIGATIONS (IN WHATEVER CURRENCY) AT ANY TIME OWING BY SUCH LENDER, THE
ISSUING BANK OR ANY SUCH AFFILIATE TO OR FOR THE CREDIT OR THE ACCOUNT OF EITHER
BORROWER OR ANY LOAN GUARANTOR AGAINST ANY OF AND ALL THE SECURED OBLIGATIONS
HELD BY SUCH LENDER OR THE ISSUING BANK, IRRESPECTIVE OF WHETHER OR NOT SUCH
LENDER OR THE ISSUING BANK SHALL HAVE MADE ANY DEMAND UNDER THE LOAN DOCUMENTS
AND ALTHOUGH SUCH OBLIGATIONS MAY BE UNMATURED.
THE APPLICABLE LENDER AND THE
ISSUING BANK SHALL NOTIFY THE PARENT BORROWER AND THE ADMINISTRATIVE AGENT OF
SUCH SET-OFF OR APPLICATION, PROVIDED THAT ANY FAILURE TO GIVE OR ANY DELAY IN
GIVING SUCH NOTICE SHALL NOT AFFECT THE VALIDITY OF ANY SUCH SET-OFF OR
APPLICATION UNDER THIS SECTION 9.08.
THE RIGHTS OF EACH LENDER, THE ISSUING
BANK AND THEIR RESPECTIVE AFFILIATES UNDER THIS SECTION 9.08 ARE IN ADDITION TO
OTHER RIGHTS AND REMEDIES (INCLUDING OTHER RIGHTS OF SETOFF) WHICH SUCH LENDER,
THE ISSUING BANK AND THEIR RESPECTIVE AFFILIATES MAY HAVE.
SECTION 9.09.
GOVERNING LAW; JURISDICTION; CONSENT TO SERVICE OF PROCESS.
(A)
THE LOAN DOCUMENTS (OTHER THAN THOSE CONTAINING A CONTRARY EXPRESS CHOICE OF LAW
PROVISION) SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK.
(B)
EACH LOAN PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF
AND ITS PROPERTY, TO THE NONEXCLUSIVE JURISDICTION OF ANY U.S. FEDERAL OR NEW
YORK STATE COURT SITTING IN NEW YORK, NEW YORK IN ANY ACTION OR PROCEEDING
ARISING OUT OF OR RELATING TO ANY LOAN DOCUMENTS, OR FOR RECOGNITION OR
ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY
AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR
PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE OR, TO THE EXTENT
PERMITTED BY LAW, IN SUCH FEDERAL COURT.
EACH OF THE PARTIES HERETO AGREES THAT
A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE
ENFORCED IN OTHER JURISDICTIONS BY SUIT