be deemed or construed to be a
satisfaction, reinstatement, novation or release of the Loan Documents.
SECTION 10.
Costs and Expenses. In addition to, and not in lieu of, the
terms of the Loan Documents relating to the reimbursement of Lender Party fees
and expenses, Borrower
15
shall reimburse Administrative Agent and the other Lenders, as the case may be,
promptly on demand for all fees, costs, charges and expenses, including the
fees, costs and expenses of counsel and other expenses (including all fees and
expenses of Latham & Watkins LLP and Blackstone Advisory Services L.P.),
incurred in connection with this Agreement, the Restructuring, and any other
agreements and documents executed or delivered in connection with this Agreement
or the Restructuring.
SECTION 11.
Governing Law; Consent to Jurisdiction and Venue. THIS AGREEMENT
SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE
STATE OF NEW YORK WITHOUT REGARD TO SUCH JURISDICTION'S CONFLICTS OF LAWS
PRINCIPLES. EACH LOAN PARTY CONSENTS AND AGREES THAT THE STATE AND FEDERAL
COURTS LOCATED IN NEW YORK CITY SHALL HAVE EXCLUSIVE JURISDICTION TO HEAR AND
DETERMINE ANY CLAIMS OR DISPUTES BETWEEN ANY OR ALL OF THE LOAN PARTIES AND THE
LENDER PARTIES PERTAINING TO THE LOAN DOCUMENTS OR THIS AGREEMENT OR ANY MATTER
RELATING TO, IN CONNECTION WITH, OR ARISING OUT OF THE LOAN DOCUMENTS OR THIS
AGREEMENT; PROVIDED, THAT THE PARTIES HERETO ACKNOWLEDGE THAT ANY APPEALS FROM
THOSE COURTS MAY HAVE TO BE HEARD BY A COURT LOCATED OUTSIDE OF NEW YORK CITY;
AND PROVIDED FURTHER, THAT NOTHING IN THIS AGREEMENT SHALL BE DEEMED OR OPERATE
TO PRECLUDE ANY LENDER PARTY FROM BRINGING SUIT OR TAKING OTHER LEGAL ACTION IN
ANY OTHER JURISDICTION TO COLLECT THE OBLIGATIONS UNDER THE LOAN DOCUMENTS, TO
REALIZE ON THE COLLATERAL OR ANY OTHER SECURITY FOR THE OBLIGATIONS UNDER THE
LOAN DOCUMENTS, OR TO ENFORCE ANY JUDGMENT OR OTHER COURT ORDER IN FAVOR OF SUCH
LENDER PARTY. FOR THE AVOIDANCE OF DOUBT, EACH LOAN PARTY ACKNOWLEDGES AND
AGREES THAT IT SHALL NOT BRING ANY ACTION AGAINST ANY LENDER PARTY RELATING TO,
IN CONNECTION WITH, OR ARISING OUT OF THE LOAN DOCUMENTS OR THIS AGREEMENT IN
ANY STATE OR FEDERAL COURT LOCATED OUTSIDE NEW YORK CITY. BORROWER AND EACH LOAN
PARTY EXPRESSLY SUBMITS AND CONSENTS IN ADVANCE TO SUCH JURISDICTION IN ANY
ACTION OR SUIT COMMENCED IN ANY SUCH COURT, AND WAIVES ANY OBJECTION WHICH IT
MAY HAVE BASED ON LACK OF PERSONAL JURISDICTION, IMPROPER VENUE OR FORUM NON
CONVENIENS, AND HEREBY CONSENTS TO THE GRANTING OF SUCH LEGAL OR EQUITABLE
RELIEF AS IS DEEMED APPROPRIATE BY SUCH COURT. BORROWER AND EACH LOAN PARTY
WAIVES PERSONAL SERVICE OF THE SUMMONS, COMPLAINT AND OTHER PROCESS ISSUED IN
ANY SUCH ACTION OR SUIT AND AGREES THAT SERVICE OR SUCH SUMMONS, COMPLAINTS AND
OTHER PROCESS MAY BE MADE BY REGISTERED OR CERTIFIED MAIL ADDRESSED TO BORROWER
OR SUCH LOAN PARTY AT THE ADDRESS SET FORTH IN SECTION 9.01 OF THE CREDIT
AGREEMENT. THAT SERVICE SO MADE SHALL BE DEEMED