address as such
party shall designate in a written notice to the other parties.
Each such
notice, request or other communication shall be effective (a) on the earlier of
the date of receipt or the date three (3) Business Days after deposit of such
notice in the United States mail, if sent postage prepaid, certified mail,
return receipt requested or (b) when actually received, if personally delivered.
Section 22.
No Duties of Senior Creditor.
The rights and remedies of the
Senior Creditor under this Agreement are solely for its protection and nothing
herein contained shall create or impose on the Senior Creditor any duties of any
kind with respect to any property either of the Borrower or of the Subordinated
Creditor heretofore or hereafter received by the Senior Creditor.
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Section 23.
Entire Agreement.
This Agreement constitutes and expresses the
entire understanding between the Parties with respect to the subject matter
hereof, and supersedes all prior agreements and understandings, inducements or
conditions, whether express or implied, oral or written.
Section 24.
Loan Document.
This Agreement shall constitute a Loan Document
(as defined in the Senior Credit Agreement) in all respects and for all
purposes.
Section 25.
Amendments.
Neither this Agreement nor any portion or provision
hereof may be amended, modified, supplemented or waived in any manner other than
by an agreement in writing signed by the all of the Parties.
Section 26.
Governing Law; Consent to Jurisdiction.
(a)
THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF TEXAS.
(b)
EACH OF THE BORROWER AND THE SUBORDINATED CREDITOR IRREVOCABLY AND
UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE EXCLUSIVE
JURISDICTION OF THE COURTS OF THE STATE OF TEXAS SITTING IN HARRIS COUNTY, TEXAS
AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF TEXAS AND
ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF
OR RELATING TO THIS AGREEMENT OR ANY OTHER SENIOR LOAN DOCUMENT OR SUBORDINATED
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
TEXAS STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH
FEDERAL COURT.
(c)
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 SENIOR LOAN DOCUMENT OR
SUBORDINATED LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE SENIOR CREDITOR MAY
OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR
ANY OTHER SENIOR LOAN DOCUMENT OR SUBORDINATED LOAN DOCUMENT AGAINST THE
BORROWER OR THE SUBORDINATED CREDITOR OR ITS PROPERTIES IN THE COURTS OF ANY
JURISDICTION.
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(d)
EACH OF THE BORROWER AND THE SUBORDINATED CREDITOR