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.
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 LOAN DOCUMENTS
REPRESENT THE AGREEMENT OF THE BORROWER, 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,
121
THE ADMINISTRATIVE AGENT NOR ANY LENDER RELATIVE TO SUBJECT MATTER HEREOF NOT
EXPRESSLY SET FORTH OR REFERRED TO HEREIN OR IN THE OTHER LOAN DOCUMENTS. FOR
THE AVOIDANCE OF DOUBT, THE FEE LETTER AND THE ENGAGEMENT LETTER REMAIN IN FULL
FORCE AND EFFECT IN ACCORDANCE WITH THEIR TERMS.
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 Loan
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 York, the courts of the United States of America for
the Southern District of New York and appellate courts from any thereof;
(b)
consents that any such action or proceeding
may be brought in such courts and waives any objection that it may