other than in accordance with Clause 28
(Changes to the Obligors);
(vi)
any provision which expressly requires the consent of all the DIP Lenders; or
(vii)
Clause 2.2 (Finance Parties ' rights and obligations), Clause 27 (Changes to the
DIP Lenders) or this Clause 39;
shall not be made without the prior consent of all the DIP Lenders.
(b)
An amendment or waiver which relates to the rights or obligations of the DIP
Agent, the Security Trustee, the Arranger or the Bookrunner may not be effected
without the consent of the DIP Agent, the Security Trustee, the Arranger or the
Bookrunner.
39.3
[Reserved.]
39.4
[Reserved.]
134
40
COUNTERPARTS
Each Finance Document may be executed in any number of counterparts, and this
has the same effect as if the signatures on the counterparts were on a single
copy of the Finance Document.
41
ENTIRE AGREEMENT
This Agreement and the Schedules and Exhibits hereto embody the entire agreement
between the Parties relating to the subject matter hereof and supersede all
prior agreements, representations and understandings, if any, relating to such
subject matter; provided that in the case of any conflict or inconsistency
between the DIP Order and this Agreement, the provisions of the DIP Order shall
govern.
135
SECTION 12
GOVERNING LAW AND ENFORCEMENT
42
GOVERNING LAW
EXCEPT TO THE EXTENT SUPERSEDED BY THE BANKRUPTCY CODE, THIS AGREEMENT SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS APPLICABLE IN THE STATE
OF NEW YORK (WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES).
43
ENFORCEMENT
43.1
Jurisdiction
(a)
EACH OBLIGOR HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS
PROPERTY, TO THE NONEXCLUSIVE GENERAL JURISDICTION AND VENUE OF THE BANKRUPTCY
COURT (AND, IF THE BANKRUPTCY COURT DOES NOT HAVE, OR ABSTAINS FROM, EXERCISING
SUCH JURISDICTION, THE JURISDICTION OF ANY NEW YORK STATE COURT OR FEDERAL COURT
OF THE UNITED STATES OF AMERICA SITTING IN NEW YORK CITY, AND ANY APPELLATE
COURT THEREOF) IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS
AGREEMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OBLIGOR
HEREBY IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY
SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH BANKRUPTCY COURT
(OR, IF APPLICABLE, NEW YORK STATE COURT OR, TO THE EXTENT PERMITTED BY LAW, IN
SUCH FEDERAL COURT). EACH OBLIGOR 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.
SUBJECT TO THE FOREGOING AND TO PARAGRAPH (b) BELOW, NOTHING IN THIS AGREEMENT
SHALL AFFECT ANY RIGHT THAT ANY PARTY HERETO MAY OTHERWISE HAVE TO BRING ANY
ACTION OR PROCEEDING RELATING TO THIS AGREEMENT AGAINST ANY OTHER PARTY HERETO
IN THE COURTS OF ANY JURISDICTION.
136
(b)
EACH OBLIGOR HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST
EXTENT IT MAY LEGALLY AND EFFECTIVELY DO SO, ANY OBJECTION WHICH IT MAY NOW OR
HEREAFTER HAVE