Common use of Governing Law, Consent to Jurisdiction and Service of Process; Waiver of Jury Trial Clause in Contracts

Governing Law, Consent to Jurisdiction and Service of Process; Waiver of Jury Trial. (a) This Agreement shall be construed in accordance with and governed by the law of the State of New York, without regard to conflicts of law principles that would require the application of the laws of another jurisdiction. (b) Each Pledgor hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the Supreme Court of the State of New York sitting in New York County and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or the Second Lien Credit Agreement, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or the Second Lien Credit Agreement shall affect any right that the Collateral Agent may otherwise have to bring any action or proceeding relating to this Agreement or the Second Lien Credit Agreement against any Pledgor or its properties in the courts of any jurisdiction. (c) Each Pledgor hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or the Second Lien Credit Agreement in any court referred to in Section 11.09(b) of the Second Lien Credit Agreement. Each of the parties hereto hereby irrevocably 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. (d) Each party to this Agreement irrevocably consents to service of process in any action or proceeding arising out of or relating to this Agreement or the Second Lien Credit Agreement, in the manner provided for notices (other than telecopy) in Section 11.01

Governing Law, Consent to Jurisdiction and Service of Process; Waiver of Jury Trial. (a) This Agreement shall be construed in accordance with and governed by the law of the State of New York, without regard to conflicts of law principles that would require the application of the laws of another jurisdiction. (b) Each Pledgor hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the Supreme Court of the State of New York sitting in New York County and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or the Second Lien Credit Agreement, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or the Second Lien Credit Agreement shall affect any right that the Collateral Agent may otherwise have to bring any action or proceeding relating to this Agreement or the Second Lien Credit Agreement against any Pledgor or its properties in the courts of any jurisdiction. (c) Each Pledgor hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or the Second Lien Credit Agreement in any court referred to in Section 11.09(b) of the Second Lien Credit Agreement. Each of the parties hereto hereby irrevocably 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. (d) Each party to this Agreement irrevocably consents to service of process in any action or proceeding arising out of or relating to this Agreement or the Second Lien Credit Agreement, in the manner provided for notices (other than telecopy) in Section 11.01

Governing Law, Consent to Jurisdiction and Service of Process; Waiver of Jury Trial. (a) This Agreement shall be governed by and construed in accordance with and governed by the law laws of the State of New YorkDelaware, without regard giving effect to conflicts any choice of law principles or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would require cause the application of the laws law of another jurisdictionany jurisdiction other than the State of Delaware. (b) Each Pledgor hereby irrevocably and unconditionally submits, for itself and its property, of the parties hereto (i) submits to the nonexclusive exclusive jurisdiction of the Supreme Chancery Court of the State of New York sitting in New York County and of Delaware (or, if the United States District Chancery Court of the Southern District State of New YorkDelaware declines to accept jurisdiction over a particular matter, and any appellate state or federal court from any thereof, within the State of Delaware) in any action or proceeding arising out of or relating to this Agreement or the Second Lien Credit Agreement, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally (ii) agrees that all claims in respect of any such action or proceeding may be heard and determined in any such New York State or, court and (iii) agrees not to the extent permitted by law, bring any action or proceeding arising out of or relating to this Agreement in such federal any other court. Each of the parties hereto waives any defense of inconvenient forum to the maintenance of any action or proceeding so brought and waives any bond, surety or other security that might be required of any other party with respect thereto. Each party hereto agrees that service of summons and complaint or any other process that might be served in any action or proceeding may be made on such party by sending or delivering a copy of the process to such party to be served at the address of such party and in the manner provided for the giving of notices in Section 9.02. Nothing in this Section 9.01, however, shall affect the right of any party hereto to serve legal process in any other manner permitted by applicable law. Each party hereto agrees that a final final, non-appealable judgment in any such action or proceeding so brought shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or the Second Lien Credit Agreement shall affect any right that the Collateral Agent may otherwise have to bring any action or proceeding relating to this Agreement or the Second Lien Credit Agreement against any Pledgor or its properties in the courts of any jurisdiction. (c) Each Pledgor hereby irrevocably and unconditionally waivesAS A SPECIFICALLY BARGAINED FOR INDUCEMENT FOR EACH OF THE PARTIES HERETO TO ENTER INTO THIS AGREEMENT (AFTER HAVING THE OPPORTUNITY TO CONSULT WITH COUNSEL), to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or the Second Lien Credit Agreement in any court referred to in Section 11.09(b) of the Second Lien Credit Agreement. Each of the parties hereto hereby irrevocably 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 courtEACH PARTY HERETO EXPRESSLY WAIVES THE RIGHT TO TRIAL BY JURY IN ANY LAWSUIT OR PROCEEDING RELATING TO OR ARISING IN ANY WAY FROM THIS AGREEMENT OR THE MATTERS CONTEMPLATED HEREBY. (d) Each party to this Agreement irrevocably consents to service of process in any action or proceeding arising out of or relating to this Agreement or the Second Lien Credit Agreement, in the manner provided for notices (other than telecopy) in Section 11.01

Governing Law, Consent to Jurisdiction and Service of Process; Waiver of Jury Trial. (a) This Agreement and, unless otherwise expressly provided therein, all other Loan Documents, shall be governed by, and shall be construed and enforced in accordance with and governed by with, the law laws of the State of New York, without regard to conflicts of law principles that would require the application of the laws of another jurisdiction. (b) . Each Pledgor Borrower hereby irrevocably and unconditionally submits, for itself and its property, consents to the nonexclusive jurisdiction of any state or federal court located within the Supreme Court County of the New York, State of New York sitting in New York County and of the United States District Court of the Southern District of New Yorkirrevocably agrees that, and any appellate court from any thereofsubject to Lenders' election, in any action all actions or proceeding proceedings arising out of or relating to this Agreement or the Second Lien Credit other Loan Documents shall be litigated in such courts. Each Borrower accepts for itself and in connection with its properties, generally and unconditionally, the nonexclusive jurisdiction of the aforesaid courts and waives any defense of forum non conveniens, and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Agreement, each Note, each other Loan Document or for recognition or enforcement the Obligations. Each Borrower designates and appoints CT Corporation System, New York, New York and such other Persons as may hereafter be selected by such Borrower which irrevocably agree in writing to so serve as its agent to receive on its behalf service of all process in any judgmentsuch proceedings in any such court, such service being hereby acknowledged by such Borrower to be effective and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims binding service in respect every respect. A copy of any such action or proceeding may process so served shall be heard and determined mailed by registered mail to Borrower at its address provided in subsection 8.10 except that unless otherwise provided by Applicable Law, any failure to mail such New York State orcopy shall not affect the validity of service of process. If any agent appointed by any Borrower refuses to accept service, to the extent permitted by law, in such federal court. Each of the parties hereto Borrower hereby agrees that a final judgment in any such action or proceeding service upon it by mail shall be conclusive and may be enforced in other jurisdictions by suit on constitute sufficient notice. Nothing herein shall affect the judgment or right to serve process in any other manner provided permitted by law. Nothing in this Agreement law or shall limit the Second Lien Credit Agreement shall affect any right that the Collateral of Lenders or Agent may otherwise have to bring any action or proceeding relating to this Agreement or the Second Lien Credit Agreement proceedings against any Pledgor or its properties a Borrower in the courts of any other jurisdiction. (c) . Each Pledgor Borrower, Agent and each Lender hereby irrevocably and unconditionally waives, waive their respective rights to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue a jury trial of any suit, claim or cause of action based upon or proceeding arising out of this agreement, any of the Loan Documents, or any dealings between them relating to the subject matter of this Agreement loan transaction and the relationship that is being established hereunder. Each Borrower also waives any bond or the Second Lien Credit Agreement surety or security upon such bond which might, but for this waiver, be required of Lenders or Agent. The scope of this waiver is intended to be all-encompassing of any and all disputes that may be filed in any court referred and that relate to in Section 11.09(b) the subject matter of the Second Lien Credit Agreementthis transaction, including without limitation, contract claims, tort claims, breach of duty claims, and all other common law and statutory claims. Each of Borrower, Agent and Lenders acknowledge that this waiver is a material inducement to enter into a business relationship, that each has already relied on the parties hereto hereby irrevocably waiveswaiver in entering into this Agreement and that each will continue to rely on the waiver in their related future dealings. Each Borrower, Agent and Lenders further warrant and represent that each has reviewed this waiver with its legal counsel, and that each knowingly and voluntarily waives its jury trial rights following consultation with legal counsel. This waiver is irrevocable, meaning that it may not be modified either orally or in writing, and the waiver shall apply to any subsequent amendments, renewals, supplements or modifications to this Agreement, the Loan Documents, or to any other documents or agreements relating to the fullest extent permitted loans or any letters of credit. In the event of litigation, this Agreement may be filed as a written consent to a trial by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (d) Each party to this Agreement irrevocably consents to service of process in any action or proceeding arising out of or relating to this Agreement or the Second Lien Credit Agreement, in the manner provided for notices (other than telecopy) in Section 11.01