execution and delivery of this Forbearance
and the transactions contemplated hereby, except that in the case of Attorney
Costs, limited to the reasonable fees and disbursements of Skadden, Arps, Slate,
Meagher & Flom LLP and one additional counsel in each foreign jurisdiction, as
counsel for the Administrative Agent. SECTION 7.04 Counterparts. This
Forbearance 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. Delivery of an
executed signature page to this Forbearance by facsimile or other customary
means of electronic transmission, including by PDF file, shall be as effective
as delivery of a manually signed counterpart of this Forbearance. SECTION 7.05
GOVERNING LAW. (a) THIS FORBEARANCE SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
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10 1069489.02D-CHISR02A - MSW (b) ANY LEGAL ACTION OR PROCEEDING ARISING UNDER
THIS FORBEARANCE OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE
DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO THIS FORBEARANCE,
OR THE TRANSACTIONS RELATED HERETO, IN EACH CASE WHETHER NOW EXISTING OR
HEREAFTER ARISING, MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK SITTING
IN NEW YORK CITY (IN THE BOROUGH OF MANHATTAN) OR OF THE UNITED STATES FOR THE
SOUTHERN DISTRICT OF SUCH STATE, AND BY EXECUTION AND DELIVERY OF THIS
FORBEARANCE, EACH PARTY HERETO CONSENTS, FOR ITSELF AND IN RESPECT OF ITS
PROPERTY, TO THE EXCLUSIVE JURISDICTION OF THOSE COURTS AND THE APPELLATE COURTS
THEREOF, AND EACH PARTY HERETO AGREES THAT ANY SUCH PROCEEDING SHALL BE BROUGHT
BY IT SOLELY IN ANY SUCH COURT; PROVIDED THAT ANY AGENT OR THE REQUIRED LENDERS
MAY BRING ACTIONS TO ENFORCE ANY COLLATERAL DOCUMENT GOVERNED BY LAWS OTHER THAN
THE STATE OF NEW YORK IN THE JURISDICTION OF SUCH OTHER GOVERNING LAW, IN WHICH
CASE THE BORROWERS AND GUARANTORS SHALL SUBMIT TO THE JURISDICTION OF A COURT OF
COMPETENT JURISDICTION IN SUCH JURISDICTION. TO THE EXTENT PERMITTED BY
APPLICABLE LAW, EACH PARTY HERETO IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING
ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON
CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR
PROCEEDING IN SUCH JURISDICTION IN RESPECT OF THIS FORBEARANCE OR ANY OTHER
DOCUMENT RELATED HERETO. EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF
PROCESS IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS
FORBEARANCE IN THE MANNER PROVIDED FOR NOTICES (OTHER THAN TELEPHONE, FACSIMILE
OR ELECTRONIC TRANSMISSION) IN SECTION 10.02 OF THE CREDIT AGREEMENT. EACH LOAN
PARTY HEREBY IRREVOCABLY DESIGNATES, APPOINTS AND EMPOWERS CT CORPORATION
SYSTEM, 111 EIGHTH AVENUE, NEW YORK, NY 10011 (TELEPHONE: 212-590-9330;
FACSIMILE: 212-894-8581; EMAIL: NYTEAM1@WOLTERSKLUWER.COM), IN THE CASE OF ANY
SUIT, ACTION OR PROCEEDING BROUGHT IN THE UNITED STATES AS ITS DESIGNEE,
APPOINTEE AND AGENT TO RECEIVE, ACCEPT AND ACKNOWLEDGE FOR AND ON ITS BEHALF,
AND IN