shall not apply to
(i) any decision set forth in Section 10.01(a)(i) - (ix) or Schedule 1
(Unanimous Decisions) to the Intercreditor Agreement or (ii) any vote taken in
accordance with Section 4.1(iv) (Majority Decisions) of the Intercreditor
Agreement.
Section 10.02 Entire Agreement. This Agreement, the other Financing Documents
and any agreement, document or instrument attached hereto or referred to herein
integrate all the terms and conditions mentioned herein or incidental hereto and
supersede all oral negotiations and prior writings in respect to the subject
matter hereof, including the Commitment Letter, dated as of June 15, 2015, among
the Borrower, ABN Amro Capital USA LLC, Banco Bilbao Vizcaya Argentaria, S.A.
New York Branch, Banco Santander, S.A., Bank of America, N.A., The Bank of Nova
Scotia, The Bank of Tokyo-Mitsubishi UFJ, Ltd., CIC Crédit Industriel et
Commercial, Commonwealth Bank of Australia, Credit Suisse AG, Cayman Islands
Branch, Goldman Sachs Bank USA, HSBC Bank USA, National Association, Industrial
and Commercial Bank of China Limited New York Branch, ING Capital LLC, Intesa
Sanpaolo S.P.A., New York Branch, JPMorgan Chase Bank, N.A., Landesbank
Baden-Württemberg, New York Branch, Lloyds Bank plc, Mizuho Bank, Ltd., Morgan
Stanley Senior Funding, Inc., Royal Bank of Canada, Santander Bank, N.A.,
Société Générale, Sumitomo Mitsui Banking Corporation, Wells Fargo Bank, N.A.,
and each other Commercial Bank Lender that has executed a joinder thereto. In
the event of any conflict between the terms, conditions and provisions of this
Agreement and any such agreement, document or instrument, the terms, conditions
and provisions of this Agreement shall prevail.
Section 10.03 Applicable Government Rule; Jurisdiction; Etc. (a) GOVERNING LAW.
THIS AGREEMENT, AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER, SHALL
BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK, UNITED STATES OF AMERICA WITHOUT ANY REFERENCE TO THE CONFLICT OF LAWS
PRINCIPLES THEREOF, OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL
OBLIGATIONS LAW.
(b) SUBMISSION TO JURISDICTION. TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH
PARTY HERETO IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS
PROPERTY, TO THE 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 AGREEMENT OR ANY OTHER
FINANCING DOCUMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH
OF THE PARTIES HERETO IRREVOCABLY AND
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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 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
FINANCING