tax, imposed on the Lenders solely as a result of the Loans, and
(iv) within thirty (30) days of the Administrative Agent's and/or a Lender's
written demand, all reasonable out-of-pocket costs and expenses (including
reasonable counsel's fees and expenses), if any, in connection with the
interpretation, enforcement of, or the collection of any amounts owed to
Administrative Agent or Lenders under, this Agreement or the Loan Documents
which may be delivered in connection with this Agreement. Borrower covenants and
agrees to pay within thirty (30) days of demand therefor Administrative Agent's
and/or Lenders' expenses and any and all administrative and/or servicing fees
charged and/or incurred by Administrative Agent and/or Lenders in connection
with the administration of the Loans, and/or this Agreement.
7.20.
TO THE EXTENT PERMITTED BY LAW, BORROWER,
ADMINISTRATIVE AGENT AND LENDERS HEREBY KNOWINGLY, INTENTIONALLY AND VOLUNTARILY
WAIVE TRIAL BY JURY IN ANY ACTION OR PROCEEDING OF ANY KIND OR NATURE IN ANY
COURT IN WHICH AN ACTION MAY BE COMMENCED BY OR AGAINST BORROWER, ADMINISTRATIVE
AGENT AND LENDERS ARISING OUT OF THIS AGREEMENT, THE COLLATERAL OR ANY
ASSIGNMENT THEREOF OR BY REASON OF ANY OTHER CAUSE OR DISPUTE WHATSOEVER BETWEEN
BORROWER, ADMINISTRATIVE AGENT AND LENDERS OF ANY KIND OR NATURE.
BORROWER,
ADMINISTRATIVE AGENT AND LENDERS HEREBY AGREE THAT ANY NEW JERSEY STATE COURT OR
ANY FEDERAL COURT IN EITHER CASE, LOCATED IN ESSEX COUNTY OR, AT THE OPTION OF
ADMINISTRATIVE AGENT, ANY COURT IN WHICH ADMINISTRATIVE AGENT OR LENDERS SHALL
INITIATE LEGAL OR EQUITABLE PROCEEDINGS AND WHICH HAS SUBJECT MATTER
JURISDICTION OVER THE MATTER IN CONTROVERSY, SHALL HAVE NONEXCLUSIVE
JURISDICTION TO HEAR AND DETERMINE ANY CLAIMS OR DISPUTES BETWEEN BORROWER,
ADMINISTRATIVE AGENT AND LENDERS, PERTAINING DIRECTLY OR INDIRECTLY TO THIS
AGREEMENT OR THE OTHER LOAN DOCUMENTS OR TO ANY MATTER ARISING THEREFROM.
BORROWER, ADMINISTRATIVE AGENT AND LENDERS EACH EXPRESSLY SUBMIT AND CONSENT IN
ADVANCE TO SUCH JURISDICTION IN ANY ACTION OR PROCEEDING COMMENCED IN SUCH
COURTS, HEREBY WAIVING PERSONAL SERVICE OF THE SUMMONS AND COMPLAINT, OR OTHER
PROCESS OR PAPERS ISSUED THEREIN AND AGREEING THAT SERVICE OF SUCH SUMMONS AND
COMPLAINT OR OTHER PROCESS OR PAPERS MAY BE MADE BY REGISTERED OR CERTIFIED MAIL
ADDRESSED TO BORROWER, ADMINISTRATIVE AGENT AND LENDERS, AS APPLICABLE, AT THE
ADDRESS OF BORROWER, ADMINISTRATIVE AGENT AND
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LENDERS, AS APPLICABLE, SET FORTH IN THIS AGREEMENT, PROVIDED A CONCURRENT COPY
IS SENT TO BORROWER'S COUNSEL, ADMINISTRATIVE AGENT'S COUNSEL OR EACH LENDER'S
COUNSEL, AS APPLICABLE.
THE NONEXCLUSIVE CHOICE OF FORUM SET FORTH IN THIS
SECTION SHALL NOT BE DEEMED TO PRECLUDE THE ENFORCEMENT OF ANY JUDGMENT OBTAINED
IN SUCH FORUM OR THE TAKING OF ANY ACTION UNDER THIS AGREEMENT TO ENFORCE SAME
IN ANY APPROPRIATE JURISDICTION.
THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS
SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF
NEW JERSEY (DETERMINED WITHOUT PREFERENCE TO PRINCIPLES OF CONFLICTS OF LAWS).
7.21.
Subject to any other provisions of this Agreement
applicable to Loans and subject to the Intercreditor Agreement, GS, or any
Affiliate thereof (a "GS