use of Electronic Signatures and/or transmissions by telecopy, emailed pdf.
or any other electronic means that reproduces an image of an actual executed
signature page, including any Liabilities arising as a result of the failure of
the Borrower and/or any Loan Party to use any available security measures in
connection with the execution, delivery or transmission of any Electronic
Signature.
107
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Section 10.9. Severability. Any provision of this Agreement which is prohibited
or unenforceable in any jurisdiction shall, as to such jurisdiction, be
ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.
Section 10.10. Integration. This Agreement and the other Loan Documents and any
separate letter agreements with respect to fees payable to the Administrative
Agent and the Lenders represent the agreement of the Loan Parties, the Parent,
the Administrative Agent and the Lenders with respect to the subject matter
hereof, and there are no promises, undertakings, representations or warranties
by the Loan Parties, Administrative Agent or any Lender relative to subject
matter hereof not expressly set forth or referred to herein or in the other Loan
Documents.
Section 10.11. GOVERNING LAW. THIS AGREEMENT AND THE NOTES AND THE RIGHTS AND
OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT, THE NOTES AND THE OTHER LOAN
DOCUMENTS SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE
WITH, THE LAW OF THE STATE OF NEW YORK.
Section 10.12. Jurisdiction and Venue.
(A) TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EACH OF THE BORROWER, THE
PARENT, AND EACH OTHER LOAN PARTY IRREVOCABLY AND UNCONDITIONALLY AGREES THAT IT
WILL NOT COMMENCE ANY ACTION, LITIGATION OR PROCEEDING OF ANY KIND OR
DESCRIPTION, WHETHER IN LAW OR EQUITY, WHETHER IN CONTRACT OR IN TORT OR
OTHERWISE AGAINST THE ADMINISTRATIVE AGENT, ANY LENDER, ANY ISSUING LENDER, OR
ANY OTHER INDEMNIFIED PERSON OF THE FOREGOING IN ANY WAY RELATING TO THIS
AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS RELATING HERETO OR
THERETO, IN ANY FORUM OTHER THAN THE UNITED STATES DISTRICT COURT FOR THE
SOUTHERN DISTRICT OF NEW YORK SITTING IN THE BOROUGH OF MANHATTAN (THE "FEDERAL
DISTRICT COURT) (OR IF SUCH COURT LACKS SUBJECT MATTER JURISDICTION, THE SUPREME
COURT OF THE STATE OF NEW YORK SITTING IN THE BOROUGH OF MANHATTAN (THE "NEW
YORK SUPREME COURT", AND TOGETHER WITH THE FEDERAL DISTRICT COURT, THE "NEW YORK
COURTS")), AND ANY APPELLATE COURTS FROM ANY SUCH COURTS, AND EACH OF THE
PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY SUBMITS, SOLELY FOR THE PURPOSE
OF ADJUDICATING AND ENFORCING ITS RIGHTS OR OBLIGATIONS WITH RESPECT TO THIS
AGREEMENT AND THE OTHER LOAN DOCUMENTS AND RELATED TRANSACTIONS, TO THE
JURISDICTION OF SUCH COURTS AND AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH
ACTION, LITIGATION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH FEDERAL
DISTRICT COURT (TO THE EXTENT PERMITTED BY LAW) OR SUCH NEW YORK SUPREME COURT.
NOTHING IN THIS AGREEMENT