15.04 (UCC TERMINATION STATEMENTS), SECTION 16.01
(INVESTMENTS), SECTION 16.02 (SALE AND LIQUIDATION), SECTION 16.04 (ACCOUNTS
INFORMATION), ARTICLE XVII (DEFAULT AND ENFORCEMENT), ARTICLE XVIII (THE
ACCOUNTS BANK), AND SECTION 19.01 (REPRESENTATIONS AND WARRANTIES) TO (A) THE
COLLATERAL AGENT AND THE ADMINISTRATIVE AGENT SHALL BE DEEMED A REFERENCE TO THE
SECOND LIEN AGENT AND (B) SENIOR SECURED PARTIES SHALL BE DEEMED A REFERENCE TO
SECOND LIEN CLAIMHOLDERS AND ACCOUNTS BANK;
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(B)
THIS AGREEMENT SHALL TERMINATE IF (I) THE SECURITY DISCHARGE DATE HAS
OCCURRED AND (II) THE ACCOUNTS BANK HAS RECEIVED A NOTICE IN WRITING FROM THE
BORROWER CONFIRMING THAT NO DEFAULT OR EVENT OF DEFAULT HAS OCCURRED AND IS
CONTINUING UNDER THE BOND INDENTURE. UPON TERMINATION OF THIS AGREEMENT, ALL
FUNDS IN THE PROJECT ACCOUNTS SHALL BE RELEASED TO THE BORROWER.
SECTION 20.02
AMENDMENTS, ETC. NO AMENDMENT OR WAIVER OF ANY PROVISION
OF THIS ACCOUNTS AGREEMENT AND NO CONSENT TO ANY DEPARTURE BY THE BORROWER SHALL
BE EFFECTIVE UNLESS IN WRITING SIGNED BY THE COLLATERAL AGENT AND, IN THE CASE
OF AN AMENDMENT, THE BORROWER, THE COLLATERAL AGENT, THE ADMINISTRATIVE AGENT
AND THE ACCOUNTS BANK (AND, AFTER THE NOTICE OF SECURITY DISCHARGE DATE, THE
SECOND LIEN AGENT), AND EACH SUCH WAIVER OR CONSENT SHALL BE EFFECTIVE ONLY IN
THE SPECIFIC INSTANCE AND FOR THE SPECIFIC PURPOSE FOR WHICH GIVEN; PROVIDED,
THAT NO AMENDMENT, WAIVER OR CONSENT SHALL (I) UNLESS IN WRITING AND SIGNED BY
THE ACCOUNTS BANK IN ADDITION TO THE COLLATERAL AGENT, AFFECT THE RIGHTS OR
DUTIES OF, OR ANY FEES OR OTHER AMOUNTS PAYABLE TO, THE ACCOUNTS BANK UNDER THIS
ACCOUNTS AGREEMENT, OR (II) UNLESS IN WRITING AND SIGNED BY THE SECOND LIEN
AGENT, AFFECT THE RIGHTS OR DUTIES OF THE SECOND LIEN AGENT UNDER THIS ACCOUNTS
AGREEMENT.
SECTION 20.03
APPLICABLE LAW; JURISDICTION; ETC. (A) GOVERNING LAW. THIS
AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF
THE STATE OF NEW YORK, UNITED STATES OF AMERICA, WITHOUT REFERENCE TO CONFLICTS
OF LAWS (OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW).
(B)
SUBMISSION TO JURISDICTION. EACH OF THE PARTIES HERETO IRREVOCABLY
AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE NON-EXCLUSIVE
JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY
AND OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK,
AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING
OUT OF OR RELATING TO THIS ACCOUNTS AGREEMENT, OR ANY OTHER FINANCING 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 NEW YORK 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
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JURISDICTIONS BY SUIT ON THE