as described in the foregoing clause
(i), of notification that such notice or communication is available and
identifying the website address therefor; provided that, for both clauses
(i) and (ii) above, if such notice, email or other communication is not sent
during the
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normal business hours of the recipient, such notice or communication shall be
deemed to have been sent at the opening of business on the next business day for
the recipient.
ARTICLE
XIV
COUNTERPARTS
This Agreement may be executed in counterparts (and by different parties hereto
on different counterparts), each of which shall constitute an original, but all
of which when taken together shall constitute a single contract.
Except as
provided in Section 4.1, this Agreement shall become effective when it shall
have been executed by the Administrative Agent and when the Administrative Agent
shall have received counterparts hereof which, when taken together, bear the
signatures of each of the other parties hereto, and thereafter shall be binding
upon and inure to the benefit of the parties hereto and their respective
successors and assigns.
Delivery of an executed counterpart of a signature
page of this Agreement by telecopy or PDF shall be effective as delivery of a
manually executed counterpart of this Agreement.
ARTICLE
XV
LIMITATION ON BORROWING SUBSIDIARIES
Notwithstanding anything in this Agreement to the contrary, no Borrowing
Subsidiary shall be liable hereunder or provide credit support or collateral for
any of the Loans made to, or any other Obligations incurred by the Parent.
ARTICLE
XVI
CHOICE OF LAW; CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL
16.1.
CHOICE OF LAW.
THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF
NEW YORK. THIS AGREEMENT, THE NOTES, THE OTHER LOAN DOCUMENTS AND ANY FEE LETTER
PERTAINING HERETO ACCEPTED BY THE PARENT CONSTITUTE THE ENTIRE UNDERSTANDING
AMONG THE PARTIES HERETO WITH RESPECT TO THE SUBJECT MATTER HEREOF AND SUPERSEDE
ANY PRIOR AGREEMENTS, WRITTEN OR ORAL, WITH RESPECT THERETO.
16.2.
CONSENT TO JURISDICTION.
(a) EACH PARTY HERETO HEREBY IRREVOCABLY
AND UNCONDITIONALLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE UNITED STATES
DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK (OR THE STATE COURTS OF NEW
YORK SITTING IN THE BOROUGH OF MANHATTAN IN THE EVENT THE SOUTHERN DISTRICT OF
NEW YORK LACKS SUBJECT MATTER JURISDICTION), AND ANY APPELLATE COURT FROM ANY
THEREOF, IN ANY ACTION OR PROCEEDING BROUGHT BY ANY PERSON ARISING OUT OF OR
RELATING TO ANY LOAN DOCUMENTS, OR FOR RECOGNITION OR ENFORCEMENT OF ANY
JUDGMENT IN ANY SUCH ACTION OR PROCEEDING.
EACH PARTY HERETO AGREES THAT A
FINAL NONAPPEALABLE 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 JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW.
EACH PARTY HERETO AGREES THAT ANY ACTION OR PROCEEDING BROUGHT BY THE PARENT OR
ANY OTHER PARTY HERETO OR THEIR AFFILIATES ARISING OUT OF OR RELATING TO ANY
LOAN DOCUMENTS SHALL