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such party to or for the credit or the account of the Pledgor, or any part thereof in such amounts as such <br />Credit Party may elect, against and on account of the obligations and liabilities of the Pledgor to such <br />Credit Party hereunder and claims of every nature and description of such Credit Party against the <br />Pledgor, in any currency, arising hereunder, under the Credit Agreement or any other Loan Document, as <br />such Credit Party may elect, whether or not such Credit Party has made any demand for payment and <br />although such obligations, liabilities and claims may be contingent or unmatured. Each Credit Party <br />exercising any right of set-off shall notify the Pledgor promptly of any such set-off and the application <br />made by such Credit Party of the proceeds thereof, provided that the failure to give such notice shall not <br />affect the validity of such set-off and application. The rights of each Credit Party under this Section 9.6 <br />are in addition to other rights and remedies (including, without limitation, other rights of set-off) which <br />such Credit Party may have. <br />9.7 Counterparts. This Agreement may be executed by one or more of the parties to this <br />Agreement on any number of separate counterparts, and all of said counterparts taken together shall be <br />deemed to constitute one and the same instrument. Delivery of an executed counterpart of a signature of <br />this Agreement by facsimile or other electronic transmission shall be effective as delivery of a manually <br />executed counterpart of this Agreement. <br />9.8 Severability. Any provision of this Agreement which is prohibited or unenforceable in any <br />jurisdiction with respect to the Pledgor shall, as to such jurisdiction, be ineffective to the extent of such <br />prohibition or unenforceability without invalidating the remaining provisions hereof with respect to the <br />Pledgor, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render <br />unenforceable such provision in any other jurisdiction with respect to such Pledgor. The parties hereto <br />shall endeavor in good -faith negotiations to replace any invalid, illegal or unenforceable provisions with <br />valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or <br />unenforceable provisions. <br />9.9 Section Headings. The Section headings used in this Agreement are for convenience of <br />reference only and are not to affect the construction hereof or be taken into consideration in the <br />interpretation hereof. <br />9.10 Integration. This Agreement and the other Loan Documents represent the agreement of the <br />Pledgor, the Administrative Agent and the Secured Parties with respect to the subject matter hereof and <br />thereof, and supersedes any and all previous agreements and understandings, oral or written, relating to <br />the subject matter hereof and thereof. There are no promises, undertakings, representations or warranties <br />by any Secured Party relative to the subject matter hereof and thereof not expressly set forth or referred to <br />herein or therein. <br />9.11 GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND <br />CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE <br />OF NEW YORK. <br />18 <br />NY\5929604.13 <br />