OF ITS CONSTITUENT DOCUMENTS.
17.
COUNTERPARTS.
THIS LETTER AGREEMENT MAY BE EXECUTED IN ONE OR
MORE COUNTERPARTS AND BY DIFFERENT PARTIES HERETO ON SEPARATE COUNTERPARTS, EACH
OF WHICH, WHEN SO EXECUTED, SHALL CONSTITUTE ONE AND THE SAME AGREEMENT.
18.
GOVERNING LAW.
THIS LETTER AGREEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AND THE OBLIGATIONS, RIGHTS,
AND REMEDIES OF THE PARTIES HERETO SHALL BE DETERMINED IN ACCORDANCE WITH SUCH
LAWS.
19.
NO THIRD PARTY BENEFICIARIES; NO RELIANCE.
THIS LETTER AGREEMENT
IS MADE AND ENTERED INTO FOR THE SOLE PROTECTION AND LEGAL BENEFIT OF THE
PARTIES HERETO, AND THEIR PERMITTED SUCCESSORS AND ASSIGNS, AND NO OTHER PERSON
OR ENTITY, UNDER ANY CIRCUMSTANCES, SHALL (I) BE A
6
DIRECT OR INDIRECT LEGAL BENEFICIARY OF, OR HAVE ANY DIRECT OR INDIRECT CAUSE OF
ACTION OR CLAIM IN CONNECTION WITH, THIS LETTER AGREEMENT OR THE PROPOSED
MODIFICATIONS, OR (II) BE ENTITLED TO RELY, OR HAVE ANY RIGHT WHATSOEVER TO
RELY, ON ANY OF THE TERMS, PROVISIONS AND AGREEMENTS SET FORTH HEREIN OR
INCORPORATED HEREIN.
20.
CONTINUATION OF EFFECTIVENESS OF EXTENSION AGREEMENT.
OTHER THAN
AS EXPRESSLY MODIFIED BY THIS LETTER AGREEMENT, ALL TERMS AND PROVISIONS OF THE
EXTENSION AGREEMENT SHALL REMAIN IN FULL FORCE AND EFFECT.
21.
INCORPORATION OF TERMS; INTEGRATION; CONFLICT.
THE EXTENSION
AGREEMENT SHALL BE DEEMED TO INCORPORATE THE TERMS AND PROVISIONS OF THIS LETTER
AGREEMENT.
OTHER THAN AS SPECIFICALLY MODIFIED BY THIS LETTER AGREEMENT, ALL OF
THE TERMS AND CONDITIONS OF THE LOAN DOCUMENTS (INCLUDING, WITHOUT LIMITATION,
ALL OBLIGATIONS OF THE GUARANTORS WITH RESPECT THERETO) AND THE EXTENSION
AGREEMENT ARE HEREBY RATIFIED AND CONFIRMED AND THE LOAN DOCUMENTS AND THE
EXTENSION AGREEMENT EACH REMAIN IN FULL FORCE AND EFFECT AS OF THE DATE HEREOF,
AND CONSTITUTES THE LEGAL, VALID AND BINDING OBLIGATION, CONTRACT AND AGREEMENT
OF THE BORROWER, THE GUARANTORS AND THE LENDER PARTIES.
THIS LETTER AGREEMENT
(AND THE EXTENSION AGREEMENT, AS MODIFIED BY THIS LETTER AGREEMENT) IS DEEMED TO
BE A LOAN DOCUMENT, SUCH THAT, AMONG OTHER THINGS, ANY TRIGGER EVENT SHALL
CONSTITUTE AN EVENT OF DEFAULT UNDER THE LOAN DOCUMENTS.
IN THE EVENT OF ANY
CONFLICT BETWEEN THE TERMS AND PROVISIONS OF THE EXTENSION AGREEMENT, AS
MODIFIED HEREBY, AND ANY OF THE OTHER LOAN DOCUMENTS, THE EXTENSION AGREEMENT
SHALL GOVERN AND CONTROL.
25.
EXECUTION BY AUSTRALIAN PUBLIC TRUSTEES LIMITED.
(A)
APT HAS
ENTERED INTO THIS LETTER AGREEMENT SOLELY IN ITS CAPACITY AS THE TRUSTEE OF THE
DPF SUB TRUST NO 2 AND IN NO OTHER CAPACITY.
SUBJECT TO THE LAST SENTENCE OF
THIS SUBPARAGRAPH (A), APT IS NOT LIABLE TO PAY OR SATISFY ANY OF ITS
OBLIGATIONS UNDER THIS LETTER AGREEMENT, AND HAS NO LIABILITY TO THE LENDER
PARTIES UNDER THIS LETTER AGREEMENT, EXCEPT TO THE EXTENT TO WHICH IT IS
INDEMNIFIED OUT OF THE ASSETS OF THE DPF SUB TRUST NO 2 IN RESPECT OF ANY
LIABILITY INCURRED BY IT.
IF THE ASSETS OF THE DPF SUB TRUST NO 2 ARE
INSUFFICIENT, THE LENDER PARTIES (SUBJECT TO THE LAST SENTENCE OF THIS