UPON, ARISING OUT OF OR RELATING TO THIS FOURTH FORBEARANCE
AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. (b) EACH 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, THE LC ISSUING LENDER, OR ANY RELATED PARTY OF THE FOREGOING
IN ANY WAY RELATING TO THIS FOURTH FORBEARANCE AGREEMENT, THE PRIOR FORBEARANCE
AGREEMENTS, THE PRIOR LIMITED WAIVERS OR ANY OTHER LOAN DOCUMENT OR THE
TRANSACTIONS RELATING HERETO OR THERETO, IN ANY FORUM OTHER THAN THE COURTS OF
THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES FOURTH
LIMITED CONDITIONAL FORBEARANCE AGREEMENT --Page 17 502355849 v3 1205867.00001
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DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT
FROM ANY THEREOF, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY
SUBMITS 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
NEW YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN
SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN
ANY SUCH ACTION, LITIGATION 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 FOURTH FORBEARANCE AGREEMENT OR IN ANY OTHER
LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT, ANY LENDER
OR THE LC ISSUING LENDER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING
RELATING TO THIS FOURTH FORBEARANCE AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST
ANY LOAN PARTY OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION. 10.
COUNTERPARTS. This Fourth Forbearance Agreement may be executed in any number of
counterparts and by the different parties hereto on separate counterparts, each
of which counterparts when executed and delivered shall be an original, but all
of which shall together constitute one and the same instrument. Delivery by
facsimile or electronic transmission of an executed counterpart of a signature
page to this Fourth Forbearance Agreement shall be effective as delivery of an
original executed counterpart of this Fourth Forbearance Agreement. 11. RELEASE.
Each of the Parent, Holdings, the Borrower and each other Loan Party, on behalf
of itself and its Subsidiaries, successors, assigns and other legal
representatives, hereby releases, waives, and forever relinquishes all claims,
demands, obligations, liabilities and causes of action of whatever kind or
nature (collectively, the "Claims"), whether known or unknown, which any of them
have, may have, or might assert at the time of the execution of this Fourth
Forbearance Agreement or in the future against the Administrative Agent, the
Swingline Lender, the LC Issuing Bank, the Lenders and/or their respective
present and former parents,