EFTA01386345.pdf

indebtedness at any time owing by Lender to or effective: if sent by mail, 3 days after deposit in the for the credit or the account of Debtor against any mails, postage prepaid; if sent by facsimile, when and all of the Obligations, whether or not Lender sent with a confirmation received; if delivered by shall have made any demand under this hand or courier, when delivered against a receipt Agreement and although such Obligations may be therefor; if sent by overnight courier, on the next unmatured. Lender agrees promptly to notify business day; or in the case of Paragraph 4, when Debtor after any such setoff and application, given by telephone, in each case to the address provided, however, that the failure to give such below. Each party may change its address for notice shall not affect the validity of such setoff notices by written notice to the other. and application. The rights of Lender under this Paragraph are in addition to any other rights and 15. DEBTOR AND LENDER EACH remedies (including, without limitation, other HEREBY IRREVOCABLY WAIVES, TO THE rights of setoff) that Lender may have. FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT TO A 13. Debtor will indemnify and hold Lender JURY TRIAL IN ANY ACTION OR harmless for, and pay in U.S. dollars all liabilities, PROCEEDING ARISING OUT OF OR losses, damages, claims, taxes, penalties, costs, fees RELATING TO THIS AGREEMENT OR THE and expenses of any kind, including attorneys' fees, TRANSACTIONS CONTEMPLATED imposed upon, incurred by or asserted against HEREBY. In any action or proceeding arising out Lender in connection with this Agreement, the of or relating to this Agreement, Debtor hereby custody, care, preservation, sale or disposition of accepts, for itself and its property, the non- any Collateral, and the enforcement of Lender's exclusive jurisdiction of the courts of the State of rights hereunder. All payments hereunder shall be New York, and the federal courts in New York made without setoff or counterclaim, and free and City, and agrees that effective service of process clear of, and without deduction for or on account may be made on Debtor by mailing same to of, any present or future income, stamp or other Debtor's address set forth below. Lender may taxes, levies, imposts, duties, charges, fees, proceed against Debtor in any other applicable deductions or withholdings, and all interest, jurisdiction, and may serve process in any other penalties and other liabilities with respect thereto manner permitted by applicable law. Debtor (collectively, "Taxes"), now or hereafter imposed, hereby irrevocably waives any objection Debtor levied, collected, withheld or assessed by any may now or hereafter have to the laying of venue in jurisdiction, or any department, agency, state, the aforesaid courts, and any claim that any of the political subdivision or taxing authority thereof or aforesaid courts is an inconvenient forum. To the therein. If any Taxes are so levied or imposed, extent that Debtor or Debtor's property may have or Debtor agrees to pay the full amount thereof, and hereafter acquire immunity, on the grounds of such additional amounts as may be necessary so sovereignty or otherwise, from any judicial process that each net payment received by Lender will not in connection with this Agreement, Debtor hereby be less than the amount provided for herein. irrevocably waives, to the fullest extent permitted Debtor will furnish to Lender within 30 days after by law, any such immunity and agrees not to claim each payment of Taxes is due, originals or same. Debtor agrees that a final judgment in any certified copies of tax receipts evidencing such such action or proceeding shall be conclusive, and payment. The provisions of this Paragraph shall may be enforced in any other jurisdiction by suit on survive repayment of the Obligations and the judgment or in any other permitted manner. termination of this Agreement. Debtor further agrees that in any action or proceeding by Debtor against Lender in respect to 14. Any notice to Lender or Debtor shall be any matters arising out of, or in any way relating to, Confidential Confidential 46178v12 -6- CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0088000 CONFIDENTIAL SDNY GM_00234184 EFTA01386345