for purposes of
voting on any Debtor Relief Plan, each Disqualified Institution party hereto
hereby agrees (1) not to vote on such Debtor Relief Plan, (2) if such
Disqualified Institution does vote on such Debtor Relief Plan notwithstanding
the restriction in the foregoing clause (1), such vote will be deemed not to be
in good faith and shall be "designated" pursuant to Section 1126(e) of the
Bankruptcy Code (or any similar provision in any other Bankruptcy Code), and
such vote shall not be counted in determining whether the applicable class has
accepted or rejected such Debtor Relief Plan in accordance with Section 1126(c)
of the Bankruptcy Code (or any similar provision in any other Bankruptcy Code)
and (3) not to contest any request by any party for a determination by the
Bankruptcy Court (or other applicable court of competent jurisdiction)
effectuating the foregoing clause (2).
(D)
Administrative Agent shall have the right, and the Borrowers hereby
expressly authorizes Administrative Agent, to post the list of Disqualified
Institutions provided by the Borrowers' Agent and any updates thereto from time
to time (collectively, the "DQ List") to each Lender requesting the same.
12.9
CONSENT TO JURISDICTION; MUTUAL WAIVER OF JURY TRIAL; SERVICE OF
PROCESS.
(a)
ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS
AGREEMENT OR ANY OTHER LOAN DOCUMENT MAY BE BROUGHT IN THE COURTS OF THE STATE
OF NEW YORK SITTING IN NEW YORK, NEW YORK OR COURTS OF THE UNITED STATES FOR THE
SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, AND, BY
EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH PARTY HERETO HEREBY IRREVOCABLY
ACCEPTS FOR ITSELF AND IN RESPECT OF ITS PROPERTY, GENERALLY AND
UNCONDITIONALLY, AND HEREBY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE
AFORESAID COURTS AND ACCORDINGLY EXPRESSLY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, ANY RIGHT TO ANY OTHER JURISDICTION IN WHICH IT MAY
BE ENTITLED TO BRING ANY SUCH LEGAL ACTION OR PROCEEDING BY VIRTUE OF ITS
PRESENT OR FUTURE DOMICILE, OR OTHERWISE. EACH LOAN PARTY HEREBY IRREVOCABLY
DESIGNATES, APPOINTS AND EMPOWERS BORROWERS' AGENT AS ITS DESIGNEE, APPOINTEE
AND ADMINISTRATIVE AGENT TO RECEIVE, ACCEPT AND ACKNOWLEDGE FOR AND ON ITS
BEHALF, AND IN RESPECT OF ITS PROPERTY, SERVICE OF ANY AND ALL LEGAL PROCESS,
SUMMONS, NOTICES AND DOCUMENTS WHICH MAY BE SERVED IN ANY SUCH ACTION OR
PROCEEDING. IF FOR ANY REASON SUCH DESIGNEE, APPOINTEE AND ADMINISTRATIVE AGENT
SHALL CEASE TO BE AVAILABLE TO ACT AS SUCH, EACH LOAN PARTY AGREES TO DESIGNATE
A NEW DESIGNEE, APPOINTEE AND ADMINISTRATIVE AGENT IN NEW YORK CITY ON THE TERMS
AND FOR THE PURPOSES OF THIS PROVISION REASONABLY SATISFACTORY TO ADMINISTRATIVE
AGENT UNDER THIS AGREEMENT. EACH LOAN PARTY FURTHER IRREVOCABLY CONSENTS TO THE
SERVICE OF PROCESS OUT OF ANY OF THE AFOREMENTIONED COURTS IN ANY SUCH ACTION OR
PROCEEDING BY THE MAILING OF COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL,
POSTAGE PREPAID, TO SUCH LOAN PARTY, AT ITS ADDRESS SET FORTH IN AND IN
ACCORDANCE WITH SECTION 12.3, SUCH SERVICE TO BECOME