LAW,
EACH LENDER SHALL HAVE THE RIGHT, WITHOUT PRIOR NOTICE TO THE BORROWER, ANY SUCH
NOTICE BEING EXPRESSLY WAIVED BY THE BORROWER TO THE EXTENT PERMITTED BY
APPLICABLE LAW, UPON ANY AMOUNT BECOMING DUE AND PAYABLE BY THE BORROWER
HEREUNDER (WHETHER AT THE STATED MATURITY, BY ACCELERATION OR OTHERWISE) TO
SET-OFF AND APPROPRIATE AND APPLY AGAINST SUCH AMOUNT ANY AND ALL DEPOSITS
(GENERAL OR SPECIAL, TIME OR DEMAND, PROVISIONAL OR FINAL), IN ANY CURRENCY, AND
ANY OTHER CREDITS, INDEBTEDNESS OR CLAIMS, IN ANY CURRENCY, IN EACH CASE WHETHER
DIRECT OR INDIRECT, ABSOLUTE OR CONTINGENT, MATURED OR UNMATURED, AT ANY TIME
HELD OR OWING BY SUCH LENDER OR ANY BRANCH OR AGENCY THEREOF TO OR FOR THE
CREDIT OR THE ACCOUNT OF THE BORROWER (EXCLUDING, FOR THE AVOIDANCE OF DOUBT,
ANY SETTLEMENT ASSETS EXCEPT TO EFFECT SETTLEMENT PAYMENTS SUCH LENDER IS
OBLIGATED TO MAKE TO A THIRD PARTY IN RESPECT OF SUCH SETTLEMENT ASSETS OR AS
OTHERWISE AGREED IN WRITING BETWEEN THE BORROWER AND SUCH LENDER). EACH LENDER
AGREES PROMPTLY TO NOTIFY THE BORROWER AND THE ADMINISTRATIVE AGENT AFTER ANY
SUCH SET-OFF AND APPLICATION MADE BY SUCH LENDER, PROVIDED THAT THE FAILURE TO
GIVE SUCH NOTICE SHALL NOT AFFECT THE VALIDITY OF SUCH SET-OFF AND APPLICATION.
134
13.9.
COUNTERPARTS. THIS AGREEMENT MAY BE EXECUTED BY ONE OR MORE OF THE
PARTIES TO THIS AGREEMENT ON ANY NUMBER OF SEPARATE COUNTERPARTS (INCLUDING BY
FACSIMILE OR OTHER ELECTRONIC TRANSMISSION), AND ALL OF SAID COUNTERPARTS TAKEN
TOGETHER SHALL BE DEEMED TO CONSTITUTE ONE AND THE SAME INSTRUMENT. A SET OF THE
COPIES OF THIS AGREEMENT SIGNED BY ALL THE PARTIES SHALL BE LODGED WITH THE
BORROWER AND THE ADMINISTRATIVE AGENT.
13.10.
SEVERABILITY. ANY PROVISION OF THIS AGREEMENT THAT 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.
13.11.
INTEGRATION. THIS AGREEMENT AND THE OTHER CREDIT DOCUMENTS REPRESENT
THE AGREEMENT OF THE BORROWER, THE COLLATERAL AGENT, THE ADMINISTRATIVE AGENT
AND THE LENDERS WITH RESPECT TO THE SUBJECT MATTER HEREOF, AND THERE ARE NO
PROMISES, UNDERTAKINGS, REPRESENTATIONS OR WARRANTIES BY THE BORROWER, THE
ADMINISTRATIVE AGENT, THE COLLATERAL AGENT NOR ANY LENDER RELATIVE TO SUBJECT
MATTER HEREOF NOT EXPRESSLY SET FORTH OR REFERRED TO HEREIN OR IN THE OTHER
CREDIT DOCUMENTS.
13.12.
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.
13.13.
SUBMISSION TO JURISDICTION; WAIVERS. THE BORROWER IRREVOCABLY AND
UNCONDITIONALLY:
(a)
submits for itself and its property in any legal action or
proceeding relating to this Agreement and the other Credit Documents to which it
is a party, or for recognition and enforcement of any judgment in respect
thereof, to the non-exclusive general jurisdiction of the courts of the State of
New