Common use of Governing Law; Submission to Jurisdiction; Venue Clause in Contracts

Governing Law; Submission to Jurisdiction; Venue. Waiver of ----------------------------------------------------------- Jury Trial. (a) This Agreement and the other Credit Documents and the rights ---------- and obligations of the parties hereunder and thereunder shall be construed in accordance with and be governed by the law of the state of New York. Any legal action or proceeding with respect to this Agreement or any other Credit Document may be brought in the courts of the State of New York or of the United States for the Southern District of New York, and, by execution and delivery of this Agreement, each Credit Party hereby irrevocably accepts for itself and in respect of its property, generally and unconditionally, the jurisdiction of the aforesaid courts. Each Credit 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 each Credit Party located outside New York City and by hand delivery to each Credit Party located within New York City, at its address for notices pursuant to Section 12.03, such service to become effective 30 days after such mailing. Each Credit Party hereby irrevocably designates appoints and empowers CT Corporation System, with offices on the date hereof located at 0000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, as its agent for service of process in respect of any such action or proceeding. Nothing herein shall affect the right of any Agent, any Lender to serve process in any other manner permitted by law or to commence legal proceedings or otherwise proceed against any Credit Party in any other jurisdiction.

Governing Law; Submission to Jurisdiction; Venue. Waiver of ----------------------------------------------------------- Jury Trial. (a) This Agreement and the other Credit Documents and the rights ---------- and obligations of the parties ---------- hereunder and thereunder shall be construed in accordance with and be governed by the law of the state State of New York. Any legal action or proceeding with respect to this Agreement or any other Credit Document may be brought in the courts of the State of New York sitting in the Borough of Manhattan or of the United States for the Southern District of New York, and, by execution and delivery of this Agreement, each Credit Party hereby irrevocably accepts for itself and in respect of its property, generally and unconditionally, the jurisdiction of the aforesaid courts. Each Credit 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 each such Credit Party located outside New York City and by hand delivery to each Credit Party located within New York CityParty, at its address for notices pursuant to Section 12.0313.3, such service to become effective 30 days after such mailing. Each Credit Party hereby irrevocably designates designates, appoints and empowers CT Corporation System, with offices on the date hereof located at 0000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, as its agent for service of process in respect of any such action or proceeding. Nothing herein shall affect the right of the Paying Agent or any Agent, any Lender Purchaser to serve process in any other manner permitted by law or to commence legal proceedings or otherwise proceed against any Credit Party in any other jurisdiction.

Governing Law; Submission to Jurisdiction; Venue. Waiver of ----------------------------------------------------------- Jury Trial. (a) This a)This Agreement and the other Credit Documents and the rights ---------- and obligations of the parties hereunder and thereunder shall be construed in accordance with and be governed by the law laws of the state State of New York. Any legal action or proceeding with respect to this Agreement or any other Credit Document may be brought in the courts of the State of New York or of the United States for the Southern District of New YorkYork located in the Borough of Manhattan, and, by execution and delivery of this AgreementAgreement or a Transfer Supplement, each Credit Party party hereto hereby irrevocably accepts for itself and in respect of its property, generally and unconditionally, the jurisdiction of the aforesaid courts. Each Credit Party party hereto hereby further irrevocably waives any claim that any such courts lack jurisdiction over such party, and agrees not to plead or claim, in any legal action or proceeding with respect to this Agreement brought in any of the aforesaid courts, that any such court lacks jurisdiction over such party. Each party hereto 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 each Credit Party located outside New York City and by hand delivery to each Credit Party located within New York City, it at its address for notices specified pursuant to Section 12.039.2, such service to become effective 30 days after such mailing. Each Credit Party hereby irrevocably designates appoints and empowers CT Corporation System, with offices on the date hereof located at 0000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, as its agent for service of process in respect of any such action or proceeding. Nothing herein shall affect the right of any Agent, any Lender party hereto to serve process in any other manner permitted by law or to commence legal proceedings or otherwise proceed against any Credit Party other party hereto in any other jurisdiction.

Governing Law; Submission to Jurisdiction; Venue. Waiver of ----------------------------------------------------------- Jury Trial. (a) This Agreement and the other Credit Documents and the rights ---------- and obligations of the parties hereunder and thereunder shall be construed and enforced in accordance with and be governed by the law laws of the state State of New YorkYork applicable to contracts made and to be performed wholly therein. Any legal action or proceeding with respect to this Agreement or any other Credit Document may be brought in the courts of the State of New York or of the United States for the Southern District of New York, and, by execution and delivery of this Agreement, each Credit Party hereby irrevocably accepts for itself and in respect of its property, generally and unconditionally, the non-exclusive jurisdiction of the aforesaid courts. Each Credit 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 each the respective Credit Party located outside New York City and by hand delivery to each Credit Party located within New York City, at its address for notices pursuant to Section 12.0311.03, such service to become effective 30 days after such mailing. Each Credit Party hereby irrevocably designates appoints the Borrower and empowers CT Corporation System, with offices on the date hereof located at 0000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, such other persons as may hereafter be selected by Borrower irrevocably agreeing in writing to serve as its agent for service of process in respect of any such action or proceeding. Nothing herein shall affect the right of the Agent or any Agent, any Lender Bank to serve process in any other manner permitted by law or to commence legal proceedings or otherwise proceed against any Credit Party in any other jurisdiction.. 113 -107-

Governing Law; Submission to Jurisdiction; Venue. Waiver of ----------------------------------------------------------- Jury Trial. (a) This Agreement and the other Credit Documents and the rights ---------- and obligations of the parties hereunder and thereunder shall be construed in accordance with and be governed by the law laws of the state State of New York. Any legal action or proceeding with respect to this Agreement or any other Credit Document may be brought in the courts of the State of New York or of the United States for the Southern District of New YorkYork located in the Borough of Manhattan, and, by execution and delivery of this AgreementAgreement or a Transfer Supplement, each Credit Party party hereto hereby irrevocably accepts for itself and in respect of its property, generally and unconditionally, the jurisdiction of the aforesaid courts. Each Credit Party party hereto hereby further irrevocably waives any claim that any such courts lack jurisdiction over such party, and agrees not to plead or claim, in any legal action or proceeding with respect to this Agreement brought in any of the aforesaid courts, that any such court lacks jurisdiction over such party. Each party hereto 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 each Credit Party located outside New York City and by hand delivery to each Credit Party located within New York City, it at its address for notices specified pursuant to Section 12.039.2, such service to become effective 30 days **after such mailing. Each Credit Party hereby irrevocably designates appoints and empowers CT Corporation System, with offices on the date hereof located at 0000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, as its agent for service of process in respect of any such action or proceeding. Nothing herein shall affect the right of any Agent, any Lender party hereto to serve process in any other manner permitted by law or to commence legal proceedings or otherwise proceed against any Credit Party other party hereto in any other jurisdiction. ** Confidential Treatment Requested.

Governing Law; Submission to Jurisdiction; Venue. Waiver of ----------------------------------------------------------- Jury Trial. (a) This Agreement and the other Credit Documents and the rights ---------- and obligations of the parties hereunder and thereunder shall be construed and enforced in accordance with and be governed by the law laws of the state State of New YorkYork applicable to contracts made and to be performed wholly therein. Any legal action or proceeding with respect to this Agreement or any other Credit Document may be brought in the courts of the State of New York or of the United States for the Southern District of New York, and, by execution and delivery of this Agreement, each Credit Party hereby irrevocably accepts for itself and in respect of its property, generally and unconditionally, the non-exclusive jurisdiction of the aforesaid courts. Each Credit Party further irrevocably consents to the service of process out of any of the aforementioned aforemen- tioned courts in any such action or proceeding by the mailing of copies thereof by registered or certified mail, postage prepaid, to each the respective Credit Party located outside New York City and by hand delivery to each Credit Party located within New York City, at its address for notices pursuant to Section 12.0311.03, such service to become effective 30 15 days after such mailing. Each Credit Party hereby irrevocably designates appoints the Borrower and empowers CT Corporation System, with offices on such other persons as may hereafter be selected by the date hereof located at 0000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Borrower irrevocably agreeing in writing to serve as its agent for service of process in respect of any such action or proceeding. Nothing herein shall affect the right of the Agent or any Agent, any Lender Bank to serve process in any other manner permitted by law or to commence legal proceedings or otherwise proceed against any Credit Party in any other jurisdiction.

Governing Law; Submission to Jurisdiction; Venue. Waiver of ----------------------------------------------------------- Jury Trial. (a) This a)This Agreement and the other Credit Documents and the rights ---------- and obligations of the parties hereunder and thereunder shall be construed and enforced in accordance with and be governed by the law laws of the state State of New YorkYork applicable to contracts made and to be performed wholly therein. Any legal action or proceeding with respect to this Agreement or any other Credit Document may be brought in the courts of the State of New York or of the United States for the Southern District of New York, and, by execution and delivery of this Agreement, each Credit Party hereby irrevocably accepts for itself and in respect of its property, generally and unconditionally, the non-exclusive DRAFT: March 21, 1997 H:\WPCDOCS\1186\141151 jurisdiction of the aforesaid courts. Each Credit 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 each the respective Credit Party located outside New York City and by hand delivery to each Credit Party located within New York City, at its address for notices pursuant to Section 12.0311.03, such service to become effective 30 15 days after such mailing. Each Credit Party hereby irrevocably designates appoints the Borrower and empowers CT Corporation System, with offices on such other persons as may hereafter be selected by the date hereof located at 0000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Borrower irrevocably agreeing in writing to serve as its agent for service of process in respect of any such action or proceeding. Nothing herein shall affect the right of the Agent or any Agent, any Lender Bank to serve process in any other manner permitted by law or to commence legal proceedings or otherwise proceed against any Credit Party in any other jurisdiction.

Governing Law; Submission to Jurisdiction; Venue. Waiver of ----------------------------------------------------------- Jury Trial. (a) This Agreement and the other Credit Documents and the rights ---------- and obligations of the parties hereunder and thereunder shall be governed by, and construed in accordance with and be governed by with, the law laws of the state State of New York. Any legal action or proceeding with respect to this Agreement or any other Credit Document may shall be brought in the courts of the State of New York or of the United States for the Southern District of New York, and, by execution and delivery of this Agreement, each Credit Party party hereby irrevocably accepts for itself and in respect of its property, generally and unconditionally, the exclusive jurisdiction of the aforesaid courts. Each Credit Party 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 each Credit Party located outside New York City and by hand delivery to each Credit Party located within New York City, the respective party at its address for notices pursuant to Section 12.0310.03, such service to become effective 30 15 days after such mailing. Each Credit Party The Borrower and Holdings hereby irrevocably designates appoints and empowers appoint CT Corporation SystemSystem having an address at 1633 Broadway, with offices on the date hereof located at 0000 Xxxxxxxx, Xxx XxxxNew York, Xxx Xxxx 00000, 00000 xxx xxxx xxxxx Xxxxxxx xx may hereafter be selected by the Borrower or Holdings irrevocably agreeing in writing to serve as its agent for service of process in respect of any such action or proceeding. Nothing herein shall affect the right of any Agent, any Lender party to serve process in any other manner permitted by law or to commence legal proceedings or otherwise proceed against any Credit Party party in any other jurisdiction.

Governing Law; Submission to Jurisdiction; Venue. Waiver of ----------------------------------------------------------- Jury Trial. (a) This Agreement and the other Credit Documents Mortgage and the rights ---------- and obligations of the parties hereunder and thereunder shall be construed in accordance with and be governed by the law laws of the state State of New York. Any legal action or proceeding with respect to this Agreement or any other Credit Document Mortgage may be brought in the courts of the State of New York or of the United States for the Southern District of New YorkYork located in the Borough of Manhattan, and, by execution and delivery of this AgreementMortgage, each Credit Party party hereto hereby irrevocably accepts for itself and in respect of its property, generally and unconditionally, the non-exclusive jurisdiction of the aforesaid courts. Each Credit Party party hereto hereby further irrevocably waives any claim that any such courts lack jurisdiction over such party, and agrees not to plead or claim, in any legal action or proceeding with respect to this Mortgage brought in any of the aforesaid courts, that any such court lacks jurisdiction over such party. Each party hereto 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 each Credit Party located outside New York City and by hand delivery to each Credit Party located within New York City, it at its address for notices specified pursuant to Section 12.039.06, such service to become effective 30 days after such mailing. Each Credit Party hereby irrevocably designates appoints and empowers CT Corporation System, with offices on the date hereof located at 0000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, as its agent for service of process in respect of any such action or proceeding. Nothing herein shall affect the right of any Agent, any Lender either party hereto to serve process in any other manner permitted by law or to commence legal proceedings or otherwise proceed against any Credit Party other party hereto in any other jurisdiction.

Governing Law; Submission to Jurisdiction; Venue. Waiver of ----------------------------------------------------------- Jury Trial. (a) This Agreement and the other Credit Documents and the rights ---------- and obligations of the parties hereunder and thereunder shall be construed and enforced in accordance with and be governed by the law laws of the state State of New YorkYork applicable to contracts made and to be performed wholly therein. Any legal action or proceeding with respect to this Agreement or any other Credit Document may be brought in the courts of the State of New York or of the United States for the Southern District of New York, and, by execution and delivery of this Agreement, each Credit Party and its respective Subsidiaries hereby irrevocably accepts for itself and in respect of its property, generally and unconditionally, the non-exclusive jurisdiction of the aforesaid courts. Each Credit Party and its respective Subsidiaries 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 each Credit Party located outside New York City and by hand delivery to each Credit Party located within New York CityCT Corporation System, at 0000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, its address agent for notices pursuant to Section 12.03service of process, such service to become effective 30 days after such mailing. Each Credit Party and its respective Subsidiaries hereby irrevocably designates appoints and empowers CT Corporation System, with offices on the date hereof located at 0000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, System to serve as its agent for service of process in respect of any such action or proceeding. Nothing herein shall affect the right of the Agent or any Agent, any Lender Bank to serve process in any other manner permitted by law or to commence legal proceedings or otherwise proceed against any Credit Party or its respective Subsidiaries in any other jurisdiction.

Governing Law; Submission to Jurisdiction; Venue. Waiver of ----------------------------------------------------------- Jury Trial. (a) This Agreement and the other Credit Documents and the rights ---------- and obligations of the parties hereunder and thereunder shall be construed in accordance with and be governed by the law of the state State of New York. Any legal action or proceeding against the Borrower with respect to this Agreement or any other Credit Document may be brought in the courts of the State of New York or of the United States District Court for the Southern District of New York, and, by execution and delivery of this Agreement, each Credit Party the Borrower hereby irrevocably accepts for itself and in respect of its property, generally and unconditionally, the jurisdiction of the aforesaid courts. Each Credit Party The Borrower hereby irrevocably designates CT Corporation System as its designee, appointee and 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. The Borrower 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 each Credit Party located outside New York City and by hand delivery to each Credit Party located within New York City, the Borrower at its such Person's address for notices pursuant to Section 12.03set forth opposite such Person's signature below, such service to become effective 30 days after such mailing. Each Credit Party hereby irrevocably designates appoints and empowers CT Corporation System, with offices on the date hereof located at 0000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, as its agent for service of process in respect of any such action or proceeding. Nothing herein shall affect the right of any Agent, any the Lender or the holder of the Note to serve process in any other manner permitted by law or to commence legal proceedings or otherwise proceed against any Credit Party the Borrower in any other jurisdiction.

Governing Law; Submission to Jurisdiction; Venue. Waiver of ----------------------------------------------------------- Jury Trial. (a) This Agreement and the other Credit Documents and the rights ---------- and obligations of the parties hereunder and thereunder shall be construed in accordance with and be governed by the law of the state of New York. Any legal action or proceeding with respect to this Agreement or any other Credit Document may be brought in the courts of the State of New York or of the United States for the Southern District of New York, and, by execution and delivery of this Agreement, each Credit Party hereby irrevocably accepts for itself and in respect of its property, generally and unconditionally, the jurisdiction of the aforesaid courts. Each Credit 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 each Credit Party located outside New York City and by hand delivery to each Credit Party located within New York City, at its address for notices pursuant to Section 12.03, such service to become effective 30 days after such mailing. Each Credit Party hereby irrevocably designates appoints and empowers CT Corporation System, with offices on the date hereof located at 0000 Xxxxxxxx000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, as its agent for service of process in respect of any such action or proceeding. Nothing herein shall affect the right of any Agent, any Lender or the holder of any Note to serve process in any other manner permitted by law or to commence legal proceedings or otherwise proceed against any Credit Party in any other jurisdiction.

Governing Law; Submission to Jurisdiction; Venue. Waiver of ----------------------------------------------------------- Jury Trial. (a) This Agreement and the other Credit Documents and the rights ---------- and obligations of the parties hereunder and thereunder shall be construed and enforced in accordance with and be governed by the law laws of the state State of New YorkYork applicable to contracts made and to be performed wholly therein. Any legal action or proceeding with respect to this Agreement or any other Credit Document may be brought in the courts of the State of New York or of the United States for the Southern District of New York, and, by execution and delivery of this Agreement, each Credit Party and its respective Subsidiaries hereby irrevocably accepts for itself and in respect of its property, generally and unconditionally, the nonexclusive jurisdiction of the aforesaid courts. Each Credit Party and its respective Subsidiaries 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 each Credit Party located outside New York City and by hand delivery to each Credit Party located within New York CityCT Corporation System, at 0000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, its address agent for notices pursuant to Section 12.03service of process, such service to become effective 30 days after such mailing. Each Credit Party and its respective Subsidiaries hereby irrevocably designates appoints and empowers CT Corporation System, with offices on the date hereof located at 0000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, System to serve as its agent for service of process in respect of any such action or proceeding. Nothing herein shall affect the right of the Agent or any Agent, any Lender Bank to serve process in any other manner permitted by law or to commence legal proceedings or otherwise proceed against any Credit Party or its respective Subsidiaries in any other jurisdiction.

Governing Law; Submission to Jurisdiction; Venue. Waiver of ----------------------------------------------------------- Jury Trial. (a) This Agreement and the other Credit Documents and the rights ---------- and obligations of the parties hereunder and thereunder shall be construed and enforced in accordance with and be governed by the law laws of the state State of New YorkYork applicable to contracts made and to be performed wholly therein. Any legal action or proceeding with respect to this Agreement or any other Credit Document may be brought in the courts of the State of New York or of the United States for the Southern District of New York, and, by execution and delivery of this Agreement, each Credit Party hereby irrevocably accepts for itself and in respect of its property, generally and unconditionally, the non-exclusive jurisdiction of the aforesaid courts. Each Credit 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 each the respective Credit Party located outside New York City and by hand delivery to each Credit Party located within New York CityParty, at its address for notices pursuant to Section 12.0311.03, such service to become effective 30 days after such mailing. Each Credit Party hereby irrevocably designates appoints the Borrower and empowers CT Corporation System, with offices on such other Persons as may hereafter be selected by the date hereof located at 0000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Borrower irrevocably agreeing in writing to serve as its agent for service of process in respect of any such action or proceeding. Nothing herein shall affect the right of the Agent or any Agent, any Lender Bank to serve process in any other manner permitted by law or to commence legal proceedings or otherwise oth- erwise proceed against any Credit Party in any other jurisdiction.

Governing Law; Submission to Jurisdiction; Venue. Waiver of ----------------------------------------------------------- Jury Trial. (a) This Agreement and the other Credit Documents and the rights ---------- and obligations of the parties hereunder and thereunder shall be construed and enforced in accordance with and be governed by the law laws of the state State of New YorkYork applicable to contracts made and to be performed wholly therein. Any legal action or proceeding with respect to this Agreement or any other Credit Document may be brought in the courts of the State of New York or of the United States for the Southern District of New York, and, by execution and delivery of this Agreement, each Credit Party and its respective Subsidiaries hereby irrevocably accepts for itself and in respect of its property, generally and unconditionally, the non-exclusive jurisdiction of the aforesaid courts. Each Credit Party and its respective Subsidiaries 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 each Credit Party located outside New York City and by hand delivery to each Credit Party located within New York CityCT Corporation System, at its address 1633 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xxs agent for notices pursuant to Section 12.03service of process, such service to become effective 30 days after such mailing. Each Credit Party and its respective Subsidiaries hereby irrevocably designates appoints and empowers CT Corporation System, with offices on the date hereof located at 0000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, System to serve as its agent for service of process in respect of any such action or proceeding. Nothing herein shall affect the right of the Agent or any Agent, any Lender Bank to serve process in any other manner permitted by law or to commence legal proceedings or otherwise proceed against any Credit Party or its respective Subsidiaries in any other jurisdiction.

Governing Law; Submission to Jurisdiction; Venue. Waiver of ----------------------------------------------------------- Jury Trial. (a) This Agreement and the other Credit Loan Documents and the rights and ---------- and obligations of the parties hereunder and thereunder shall be construed in accordance with and be governed by the law of the state State of New York. Any legal action or proceeding with respect to this Agreement or any other Credit Loan Document may be brought in the courts of the State of New York or of the United States for the Southern District of New York, and, by execution and delivery of this Agreement, each Credit Party hereby irrevocably accepts for itself and in respect of its property, generally and unconditionally, the jurisdiction of the aforesaid courts. Each Credit 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 each Credit Party located outside New York City and by hand delivery to each Credit Party located within New York City, at its address for notices pursuant to Section 12.03, such service to become effective 30 days ------------- after such mailing. Each Credit Party hereby irrevocably designates designates, appoints and empowers CT Corporation System, with offices on the date hereof located at 0000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, System as its agent for service of process in respect of any such action or proceeding. Nothing herein shall affect the right of any the Agent, any Lender to serve process in any other manner permitted by law or to commence legal proceedings or otherwise proceed against any Credit Party in any other jurisdiction.

Governing Law; Submission to Jurisdiction; Venue. Waiver of ----------------------------------------------------------- Jury Trial. (a) This ------------------------------------------------ Agreement and the other Credit Documents and the rights ---------- and obligations of the parties hereunder and thereunder shall be construed and enforced in accordance with and be governed by the law laws of the state State of New YorkYork applicable to contracts made and to be performed wholly therein. Any legal action or proceeding with respect to this Agreement or any other Credit Document may be brought in the courts of the State of New York or of the United States for the Southern District of New York, and, by execution and delivery of this Agreement, each Credit Party hereby irrevocably accepts for itself and in respect of its property, generally and unconditionally, the non- exclusive jurisdiction of the aforesaid courts. Each Credit 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 each the respective Credit Party located outside New York City and by hand delivery to each Credit Party located within New York City, at its address for notices pursuant to Section 12.0311.03, such service to become effective 30 15 days after such mailing. Each Credit Party hereby irrevocably designates appoints the Borrower and empowers CT Corporation System, with offices on such other persons as may hereafter be selected by the date hereof located at 0000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Borrower irrevocably agreeing in writing to serve as its agent for service of process in respect of any such action or proceeding. Nothing herein shall affect the right of the Agent or any Agent, any Lender Bank to serve process in any other manner permitted by law or to commence legal proceedings or otherwise proceed against any Credit Party in any other jurisdiction.

Governing Law; Submission to Jurisdiction; Venue. Waiver of ----------------------------------------------------------- Jury Trial. (a) This Agreement and the other Credit Documents and the rights ---------- and obligations of the parties hereunder and thereunder shall be construed and enforced in accordance with and be governed by the law laws of the state State of New YorkYork applicable to contracts made and to be performed wholly therein. Any legal action or proceeding with respect to this Agreement or any other Credit Document may be brought in the courts of the State of New York or of the United States for the Southern District of New York, and, and by execution and delivery of this Agreement, each Credit Creadit Party hereby irrevocably accepts for itself and in respect of its property, generally and unconditionally, the non-exclusive jurisdiction of the aforesaid courts. Each Credit 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 each the respective Credit Party located outside New York City and by hand delivery to each Credit Party located within New York City, at its address for notices pursuant to Section 12.0311.03, such service to become effective 30 days after such mailing. Each Credit Party hereby irrevocably designates appoints the Borrower and empowers CT Corporation System, with offices on the date hereof located at 0000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, such other persons as may hereafter be selected by Borrower irrevocably agreeing in writing to serve as its agent for service of process in respect of any such action or proceeding. Nothing herein shall affect the right of any Agent, the Agent or any Lender to serve process in any other manner permitted by law or to commence legal proceedings or otherwise proceed against any Credit Party in any other jurisdiction.