EXTENT PERMITTED BY APPLICABLE 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 SWINGLINE LENDER OR ANY SUCH AFFILIATE TO OR FOR
THE CREDIT OR THE ACCOUNT OF ANY BORROWER OR ANY OTHER CREDIT PARTY AGAINST ANY
AND ALL OF THE OBLIGATIONS OF SUCH BORROWER OR SUCH CREDIT PARTY NOW OR
HEREAFTER EXISTING UNDER THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT TO SUCH
LENDER OR THE SWINGLINE LENDER, IRRESPECTIVE OF WHETHER OR NOT SUCH LENDER OR
THE SWINGLINE LENDER SHALL HAVE MADE ANY DEMAND UNDER THIS AGREEMENT OR ANY
OTHER LOAN DOCUMENT AND ALTHOUGH SUCH OBLIGATIONS OF SUCH BORROWER OR SUCH
CREDIT PARTY MAY BE CONTINGENT OR UNMATURED OR ARE OWED TO A BRANCH OR OFFICE OF
SUCH LENDER OR THE SWINGLINE LENDER DIFFERENT FROM THE BRANCH OR OFFICE HOLDING
SUCH DEPOSIT OR OBLIGATED ON SUCH INDEBTEDNESS.
THE RIGHTS OF EACH LENDER, THE
SWINGLINE LENDER AND THEIR RESPECTIVE AFFILIATES UNDER THIS SECTION ARE IN
ADDITION TO OTHER RIGHTS AND REMEDIES (INCLUDING OTHER RIGHTS OF SETOFF) THAT
SUCH LENDER, THE SWINGLINE LENDER OR THEIR RESPECTIVE AFFILIATES MAY HAVE.
EACH
LENDER AND THE SWINGLINE LENDER AGREES TO NOTIFY THE COMPANY AND THE
ADMINISTRATIVE AGENT PROMPTLY AFTER ANY SUCH SETOFF AND APPLICATION; PROVIDED
THAT THE FAILURE TO GIVE SUCH NOTICE SHALL NOT AFFECT THE VALIDITY OF SUCH
SETOFF AND APPLICATION.
SECTION 13.5
GOVERNING LAW.
(A)
GOVERNING LAW.
THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS,
UNLESS EXPRESSLY SET FORTH THEREIN, SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAW OF THE STATE OF NORTH CAROLINA, WITHOUT REFERENCE TO
THE CONFLICTS OR CHOICE OF LAW PRINCIPLES THEREOF.
(B)
SUBMISSION TO JURISDICTION.
EACH BORROWER AND EACH OTHER CREDIT
PARTY IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO
THE NONEXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NORTH CAROLINA
SITTING IN MECKLENBURG COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE
WESTERN DISTRICT OF NORTH CAROLINA, AND ANY APPELLATE COURT FROM ANY THEREOF, IN
ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY
OTHER LOAN DOCUMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH
OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN
RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH
NORTH CAROLINA STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE
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 ON THE JUDGMENT OR IN ANY OTHER MANNER
PROVIDED BY LAW.
NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL
AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT OR ANY LENDER MAY OTHERWISE HAVE
TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER