6. Governing Law, etc. The provisions of the second paragraph of Section 9 of the Commitment Letter are incorporated herein, mutatis mutandis, as if the references to the Commitment Letter were to this Joinder Letter and the references to the Fee Letter were to the Fee Schedule. Each of the parties hereto (for itself and its affiliates) (a) waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to the Commitment Letter, this Joinder Letter, the Fee Schedule, or the transactions contemplated thereby or hereby, in any such New York State court or in any such Federal court and (b) waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.
7. Miscellaneous. The parties to this Joinder Letter further hereby agree (in accordance with Section 6 of the Commitment Letter, and notwithstanding anything to the contrary in Section 3 thereof) to amend the Commitment Letter to add invalidity (or alleged invalidity by the Guarantor or Borrower) of the Guarantee; after non-payment; in the Events of Default section of Annex B to the Commitment Letter. This Joinder Letter, the Commitment Letter and the Fee Letter together embody the entire agreement and understanding among the Additional Commitment Parties, the Initial Lenders and you with respect to the Bridge Facility and supersede all prior agreements between you, the Initial Lenders and the Additional Commitment Parties relating to the subject matter hereof. Except as specifically amended by this Joinder Letter, the Commitment Letter shall remain in full force and effect. This Joinder Letter shall be construed in connection with and form part of the Commitment Letter, and any reference to the Commitment Letter shall be deemed to be a reference to the Commitment Letter as amended by this Joinder Letter. No party has been authorized by any Additional Commitment Party to make any oral or written statements that are inconsistent with this Joinder Letter. Neither this Joinder Letter nor the Commitment Letter (including the attachments hereto and thereto) may be amended or any term or provision hereof or thereof waived or modified except by an instrument in writing signed by each of the parties hereto.
This Joinder Letter may be executed in any number of counterparts, each of which when executed will be an original, and all of which, when taken together, will constitute one agreement. Delivery of an executed counterpart of a signature page to this Joinder Letter by telecopier, facsimile or other electronic transmission (e.g., a pdf or tiff) shall be effective as delivery of a manually executed counterpart thereof. Headings are for convenience of reference only and shall not affect the construction of, or be taken into consideration when interpreting, this Joinder Letter.
Each Additional Commitment Party agrees that this Joinder Letter is a binding and enforceable agreement (subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization and other similar laws relating to or affecting creditors rights generally and general principles of equity (whether considered in a proceeding in equity or law)) with respect to the subject matter contained herein and in the Commitment Letter, including an agreement to negotiate in good faith the Bridge Facility Documentation by the parties hereto in a manner consistent with the Commitment Letter, it being acknowledged and agreed that the funding of the Bridge Facility is subject solely to the conditions contained in Annex C to the Commitment Letter. Notwithstanding anything to the contrary in this Joinder Letter, the Commitment Letter, or the Fee Letter, the ability to exercise any rights or discretions of the Arrangers or the Administrative Agent pursuant to the Commitment Letter or the Fee Letter shall, in each case, remain solely with the Arrangers or the Administrative Agent (as applicable).