SEPARABILITY.
SHOULD ANY CLAUSE, SENTENCE,
PARAGRAPH OR SECTION OF THIS AGREEMENT BE JUDICIALLY DECLARED TO BE INVALID,
UNENFORCEABLE OR VOID, SUCH DECISION SHALL NOT HAVE THE EFFECT OF INVALIDATING
OR VOIDING THE REMAINDER OF THIS AGREEMENT, AND THE PARTIES HERETO AGREE THAT
THE PART OR PARTS OF THIS AGREEMENT SO HELD TO BE INVALID, UNENFORCEABLE OR VOID
WILL BE
33
DEEMED TO HAVE BEEN STRICKEN HEREFROM AND THE REMAINDER WILL HAVE THE SAME FORCE
AND EFFECTIVENESS AS IF SUCH PART OR PARTS HAD NEVER BEEN INCLUDED HEREIN.
11.8
LIMITATION OF LIABILITY.
NO CLAIM MAY BE MADE BY
THE BORROWER OR THE AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, ATTORNEYS, OR
AGENTS OF THE BORROWER AGAINST THE BANK OR THE AFFILIATES, DIRECTORS, OFFICERS,
EMPLOYEES, ATTORNEYS, OR AGENTS OF THE BANK FOR ANY SPECIAL, INDIRECT,
CONSEQUENTIAL OR PUNITIVE DAMAGES IN RESPECT OF ANY CLAIM FOR BREACH OF CONTRACT
ARISING OUT OF OR RELATED TO THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, OR
ANY ACT, OMISSION, OR EVENT OCCURRING IN CONNECTION HEREWITH; AND THE BORROWER
HEREBY WAIVES, RELEASES, AND AGREES NOT TO SUE UPON ANY CLAIM FOR ANY SUCH
DAMAGES, WHETHER OR NOT ACCRUED AND WHETHER OR NOT KNOWN OR SUSPECTED TO EXIST
IN ITS FAVOR.
11.9
SET-OFF.
IF AN EVENT OF DEFAULT HAS OCCURRED AND
IS CONTINUING, THE BORROWER HEREBY GIVES AND CONFIRMS TO THE BANK A RIGHT OF
SET-OFF OF ALL MONEYS, SECURITIES AND OTHER PROPERTY OF THE BORROWER (WHETHER
SPECIAL, GENERAL OR LIMITED) AND THE PROCEEDS THEREOF, NOW OR HEREAFTER
DELIVERED TO REMAIN WITH OR IN TRANSIT IN ANY MANNER TO THE BANK, ITS
CORRESPONDENTS OR ITS AGENTS FROM OR FOR THE BORROWER, WHETHER FOR SAFEKEEPING,
CUSTODY, PLEDGE, TRANSMISSION, COLLECTION OR OTHERWISE OR COMING INTO POSSESSION
OF THE BANK IN ANY WAY, AND ALSO, ANY BALANCE OF ANY DEPOSIT ACCOUNTS AND
CREDITS OF THE BORROWER WITH, AND ANY AND ALL CLAIMS OF SECURITY FOR THE PAYMENT
OF THE OBLIGATIONS, AND THE BORROWER HEREBY AUTHORIZE THE BANK AT ANY TIME OR
TIMES, WITHOUT PRIOR NOTICE, TO APPLY SUCH MONEY, SECURITIES, OTHER PROPERTY,
PROCEEDS, BALANCES, CREDITS OF CLAIMS, OR ANY PART OF THE FOREGOING, TO SUCH
OBLIGATIONS IN SUCH AMOUNTS AS IT MAY SELECT, WHETHER SUCH LIABILITIES BE
CONTINGENT, UNMATURED OR OTHERWISE, AND WHETHER ANY COLLATERAL SECURITY THEREFOR
IS DEEMED ADEQUATE OR NOT.
THE RIGHTS DESCRIBED HEREIN SHALL BE IN ADDITION TO
ANY COLLATERAL SECURITY DESCRIBED IN ANY SEPARATE AGREEMENT EXECUTED BY THE
BORROWER.
11.10
SALE OR ASSIGNMENT.
THE BANK MAY ASSIGN ITS RIGHTS
HEREUNDER AND UNDER EACH OTHER INTERNATIONAL LOAN DOCUMENT AND THE LIENS GRANTED
PURSUANT TO THE INTERNATIONAL SECURITY DOCUMENTS ONLY TO EX-IM BANK IN
ACCORDANCE WITH THE TERMS AND CONDITIONS OF THE EX-IM BANK GUARANTY.
NOTWITHSTANDING THE FOREGOING, THE BANK MAY ASSIGN, TRANSFER, NEGOTIATE, SELL OR
PARTICIPATE ALL OR PART OF ITS INTERESTS AND RIGHTS IN THE LETTERS OF CREDIT TO
AN AFFILIATE OR SUBSIDIARY OF THE BANK, PROVIDED THAT THE BANK RETAINS ALL
OBLIGATIONS UNDER THE EX-IM BANK GUARANTY WITH RESPECT TO EX-IM BANK AND THE
INTERNATIONAL LOAN DOCUMENTS.
11.11
INTEREST.