(2) Agreement to Assume Obligations. Each of the Company and the Co-Issuer hereby agrees to unconditionally assume the Escrow Issuer’s obligations as Issuer under the Notes, the Indenture and the Collateral Documents, on the terms and subject to the conditions set forth in the Indenture and to be bound by all provisions of the Indenture, the Notes and the Collateral Documents and to perform all of the obligations and agreements of the Issuer and the Co-Issuer, respectively, under the Indenture. As of and after the time of execution of this Supplemental Indenture, the Company shall have agreed to all terms, provisions, covenants and agreements contained in the Indenture which are applicable to the “Issuer” or the “Company” as such terms are used therein, the same as if the Company were an original signatory to the Indenture as the “Issuer”, and the Co-Issuer shall have agreed to all terms, provisions, covenants and agreements contained in the Indenture which are applicable to the “Co-Issuer” as such term is used therein, the same as if the Co-Issuer were an original signatory to the Indenture as the “Co-Issuer”.
(3) No Recourse Against Others. No director, officer, employee, incorporator, member or stockholder of the Company or the Co-Issuer shall have any liability for any obligations of the Company, the Co-Issuers or the Guarantors under the Notes, any Guarantees, the Indenture, the Collateral Documents or this Supplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder by accepting Notes waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes.
(4) Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN SUCH STATE WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES THEREOF TO THE EXTENT THE LAW OF ANOTHER JURISDICTION WOULD BE APPLIED THEREBY.
(5) Submission to Jurisdiction. Each party hereto irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Supplemental Indenture. To the fullest extent permitted by applicable law, each party hereto irrevocably waives and agrees not to assert, by way of motion, as a defence or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum.
(6) Counterparts. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. The words “execution,” “signed,” “signature,” and words of like import in this Supplemental Indenture or in any amendment or other modification hereof (including supplements, waivers and consents) shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.
2
