Common use of Jurisdiction; Consent to Service of Process Clause in Contracts

Jurisdiction; Consent to Service of Process. (a) Grantor hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of any New York State court or Federal court of the United States of America sitting in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, the Purchase Agreement or the Notes, 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 shall affect any right that the Secured Parties may otherwise have to bring any action or proceeding relating to this Agreement, the Purchase Agreement, the Notes or the other Transaction Documents against Grantor or its properties in the courts of any jurisdiction.

Jurisdiction; Consent to Service of Process. (a) Grantor hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of any New York State court or Federal court of the United States of America sitting in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, the Purchase Letter Loan Agreement or the Notes, 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 shall affect any right that the Secured Parties may otherwise have to bring any action or proceeding relating to this Agreement, the Purchase Letter Loan Agreement, the Notes or the other Transaction Loan Documents against Grantor or its properties in the courts of any jurisdiction.

Jurisdiction; Consent to Service of Process. (a) Grantor Each Borrower hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of any New York State court or Federal court of the United States of America sitting in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, the Purchase Agreement or the Notesother Loan Documents, 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 shall affect any right that the Secured Parties any Lender may otherwise have to bring any action or proceeding relating to this Agreement, the Purchase Agreement, the Notes Agreement or the other Transaction Loan Documents against Grantor any Borrower or its properties in the courts of any jurisdiction.

Jurisdiction; Consent to Service of Process. (a) Grantor Each party hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive exclusive jurisdiction of any New York State court or Federal court of the United States of America sitting in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, the Purchase Agreement or the Notesother Loan Documents, 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 shall affect any right that the Secured Parties any party hereto may otherwise have to bring any action or proceeding relating to this Agreement, the Purchase Agreement, the Notes Agreement or the other Transaction Loan Documents against Grantor any other party hereto or its their respective properties in the courts of any jurisdiction.

Jurisdiction; Consent to Service of Process. (a) Grantor The Borrower hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of any New York State court or Federal court of the United States of America sitting in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, the Purchase Agreement or the Notesother Loan Documents, 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 shall affect any right that the Secured Parties any Lender may otherwise have to bring any action or proceeding relating to this Agreement, the Purchase Agreement, the Notes Agreement or the other Transaction Loan Documents against Grantor the Borrower or its properties in the courts of any jurisdiction.

Jurisdiction; Consent to Service of Process. (a) Grantor Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of any New York State court or Federal federal court of the United States of America sitting in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, the Purchase Agreement or the Notesother Loan Documents, 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 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 shall affect any right that the Secured Parties any Lender or any Issuing Bank may otherwise have to bring any action or proceeding relating to this Agreement, the Purchase Agreement, the Notes Agreement or the other Transaction Loan Documents against Grantor the Borrower or its any Loan Party or their properties in the courts of any jurisdiction.

Jurisdiction; Consent to Service of Process. (a) Grantor Each Guarantor hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive exclusive jurisdiction of any the Supreme Court of the State of New York State court or Federal court sitting in New York County and of the United States District Court of America sitting in the Southern District of New York CityYork, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, the Purchase Agreement or the Notesany other Loan Document, 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 any other Loan Document shall affect any right that the Secured Parties any Agent or any Lender may otherwise have to bring any action or proceeding relating to this Agreement, the Purchase Agreement, the Notes Agreement or the any other Transaction Documents Loan Document against Grantor any Borrower or its properties in the courts of any jurisdiction.

Jurisdiction; Consent to Service of Process. (a) Grantor The Borrower hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of any New York State court or Federal court of the United States of America sitting in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, the Purchase Agreement or the Notes, 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 shall affect any right that the Secured Parties any Lender may otherwise have to bring any action or proceeding relating to this Agreement, Agreement against the Purchase Agreement, the Notes or the other Transaction Documents against Grantor Borrower or its properties in the courts of any jurisdiction.

Jurisdiction; Consent to Service of Process. (a) Grantor The Borrower hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of any New York State court or Federal court of the United States of America sitting in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, the Purchase Agreement or the Notesother Loan Documents, 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 jurisdiction by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that the Secured Parties any Bank may otherwise have to bring any action or proceeding relating to this Agreement, the Purchase Agreement, the Notes Agreement or the other Transaction Loan Documents against Grantor the Borrower or its properties in the courts of any jurisdiction.

Jurisdiction; Consent to Service of Process. (a) Grantor Each Pledgor hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of any New York State court or Federal court of the United States of America sitting in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, the Purchase Agreement or the Notesother Loan Documents, 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 shall affect any right that the any Loan Party or any Secured Parties Party may otherwise have to bring any action or proceeding relating to this Agreement, the Purchase Agreement, the Notes Agreement or the other Transaction Loan Documents against Grantor any Pledgor or any Secured Party or its properties in the courts of any jurisdiction.

Jurisdiction; Consent to Service of Process. (a) Grantor Each party hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive exclusive jurisdiction of any the Supreme Court of the State of New York State court or Federal court sitting in New York County and of the United States District Court of America sitting in the Southern District of New York CityYork, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, the Purchase Agreement or the Notesany other Loan Document, or for recognition or enforcement of any judgment, and each of the parties party 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 party 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 shall affect any right that the any Secured Parties Party may otherwise have to bring any action or proceeding relating to this Agreement, the Purchase Agreement, the Notes Agreement or the any other Transaction Documents Loan Document against Grantor any Loan Party or its properties in the courts of any jurisdiction.

Jurisdiction; Consent to Service of Process. (a) Grantor The Borrower hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of any New York State court or Federal court of the United States of America sitting in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, the Purchase Agreement or the Notesother Loan Documents, 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 shall affect any right that the Secured Parties any party may otherwise have to bring any action or proceeding relating to this Agreement, the Purchase Agreement, the Notes Agreement or the other Transaction Loan Documents against Grantor any other party or its properties in the courts of any jurisdiction.

Jurisdiction; Consent to Service of Process. (a) Grantor Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive exclusive jurisdiction of any New York State court or Federal federal court of the United States of America sitting in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, the Purchase Agreement or the Notesother Loan Documents, 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 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 shall affect any right that the Secured Parties any Lender or any Issuing Bank may otherwise have to bring any action or proceeding relating to this Agreement, the Purchase Agreement, the Notes Agreement or the other Transaction Loan Documents against Grantor Holdings, the Borrower or its any other Loan Party or their properties in the courts of any jurisdiction.

Jurisdiction; Consent to Service of Process. (a) Grantor The Borrower hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive exclusive jurisdiction of any New York State court or Federal court and of the United States District Court of America sitting in the Southern District of New York CityYork, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, the Purchase Agreement or the Notesother Loan Documents, 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 shall affect any right that the Secured Parties Agent or any Lender may otherwise have to bring any action or proceeding relating to this Agreement, the Purchase Agreement, the Notes Agreement or the other Transaction Loan Documents against Grantor the Borrower or its properties in the courts of any jurisdiction.

Jurisdiction; Consent to Service of Process. (a) Grantor Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive exclusive jurisdiction of any New York State court or Federal federal court of the United States of America sitting in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, the Purchase Agreement or the Notesother Loan Documents, 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 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 shall affect any right that any Lender, the Secured Parties Administrative Agent or any Issuing Bank may otherwise have to bring any action or proceeding relating to this Agreement, the Purchase Agreement, the Notes Agreement or the other Transaction Loan Documents against Grantor Holdings, the Borrower or its any Loan Party or their properties in the courts of any jurisdiction.

Jurisdiction; Consent to Service of Process. (a) Grantor Each Borrower hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of any New York State court or Federal court of the United States of America sitting in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, the Purchase Agreement or the Notes, 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 Subject to the foregoing and to paragraph (b) below, nothing in this Agreement shall affect any right that the Secured Parties any party hereto may otherwise have to bring any action or proceeding relating to this Agreement, the Purchase Agreement, the Notes or the Agreement against any other Transaction Documents against Grantor or its properties party hereto in the courts of any jurisdiction.

Jurisdiction; Consent to Service of Process. (a) Grantor Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of any New York State court or Federal federal court of the United States of America sitting in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, the Purchase Agreement or the Notesother Loan Documents, 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 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 shall affect any right that the Secured Parties any Lender or any Issuing Bank may otherwise have to bring any action or proceeding relating to this Agreement, the Purchase Agreement, the Notes Agreement or the other Transaction Loan Documents against Grantor Holdings, any Borrower or its any other Loan Party or their properties in the courts of any jurisdiction.

Jurisdiction; Consent to Service of Process. (a) Grantor Each Borrower hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of any New York State court or Federal court of the United States of America sitting in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, the Purchase Agreement or the Notesother Loan Documents, 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 shall affect any right that the Secured Parties any Lender may otherwise have to bring any action or proceeding relating to this Agreement, the Purchase Agreement, the Notes Agreement or the other Transaction Loan Documents against Grantor a Borrower or its properties in the courts of any jurisdiction.

Jurisdiction; Consent to Service of Process. (a) Each Grantor hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of any New York State court or Federal court of the United States of America sitting in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, the Purchase Agreement or the Notesother Loan Documents, 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 shall affect any right that the any Loan Party or any Secured Parties Party may otherwise have to bring any action or proceeding relating to this Agreement, the Purchase Agreement, the Notes Agreement or the other Transaction Loan Documents against any Grantor or any Secured Party or its properties in the courts of any jurisdiction.

Jurisdiction; Consent to Service of Process. (a) Grantor To the extent permitted by applicable law, each party hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive exclusive jurisdiction of any New York State court or Federal federal court of the United States of America sitting in New York CityCounty, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, the Purchase Agreement or the Notesother Loan Documents, 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 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 shall affect any right that the any Secured Parties Party may otherwise have to bring any action or proceeding relating to this Agreement, the Purchase Agreement, the Notes Agreement or the other Transaction Loan Documents against Grantor any Borrower Party or its properties in the courts of any jurisdiction.

Jurisdiction; Consent to Service of Process. (a) Grantor Each party hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of any New York State court or Federal court of the United States of America sitting in for the Southern District of New York CityYork, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, the Purchase Agreement or the Notesother Loan Documents, 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 court 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 shall affect any right that the Collateral Agent or any other Secured Parties Party may otherwise have to bring any action or proceeding relating to this Agreement, the Purchase Agreement, the Notes Agreement or the other Transaction Loan Documents against Grantor any Guarantor or its properties in the courts of any jurisdiction.

Jurisdiction; Consent to Service of Process. (a) Grantor The Pledgor hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of any New York State court or Federal court of the United States of America sitting in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, the Purchase Agreement or the Notesother Loan Documents, 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 shall affect any right that the any Loan Party or any Secured Parties Party may otherwise have to bring any action or proceeding relating to this Agreement, the Purchase Agreement, the Notes Agreement or the other Transaction Loan Documents against Grantor the Pledgor or any Secured Party or its properties in the courts of any jurisdiction.

Jurisdiction; Consent to Service of Process. (a) Grantor Each Borrower hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of any New York State court or Federal court of the United States of America sitting in New York CityCounty, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, the Purchase Agreement or the Notesany Local Currency Addendum, 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 Subject to the foregoing and to paragraph (b) below, nothing in this Agreement shall affect any right that the Secured Parties any party hereto may otherwise have to bring any action or proceeding relating to this Agreement, the Purchase Agreement, the Notes or the any Local Currency Addendum against any other Transaction Documents against Grantor or its properties party hereto in the courts of any jurisdiction.

Jurisdiction; Consent to Service of Process. (a) Grantor Each Guarantor hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive exclusive jurisdiction of any the Supreme Court of the State of New York State court or Federal court sitting in New York County and of the United States District Court of America sitting in the Southern District of New York CityYork, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, the Purchase Agreement or the Notesany other Loan Document, 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 any other Loan Document shall affect any right that the Secured Parties Administrative Agent or any Lender may otherwise have to bring any action or proceeding relating to this Agreement, the Purchase Agreement, the Notes Agreement or the any other Transaction Documents Loan Document against Grantor any Borrower or its properties in the courts of any jurisdiction.

Jurisdiction; Consent to Service of Process. (a) Grantor Each of the Pledgors hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive exclusive jurisdiction of any New York State court or Federal court of the United States of America sitting in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, the Purchase Agreement or the Notes, or for recognition or enforcement of any judgment, and each of the parties hereto Pledgors 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 Pledgors 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 shall affect any right that the Secured Parties Party may otherwise have to bring any action or proceeding relating to this Agreement, the Purchase Agreement, the Notes Agreement or the other Transaction Loan Documents against Grantor any Pledgor or its respective properties in the courts of any jurisdiction.

Jurisdiction; Consent to Service of Process. (a) Grantor The Borrower hereby irrevocably and unconditionally submits, for itself and its property, submits to the nonexclusive jurisdiction of any New York State court or Federal court of the United States of America sitting in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, the Purchase Agreement or the Notesany other agreement or instrument executed and delivered in connection herewith, 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 shall affect any right that the Secured Parties any Lender may otherwise have to bring any action or proceeding relating to this Agreement, Agreement against the Purchase Agreement, the Notes or the other Transaction Documents against Grantor Borrower or its properties in the courts of any jurisdiction.

Jurisdiction; Consent to Service of Process. (a) Each Grantor hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of any New York State court or Federal court of the United States of America sitting in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, the Purchase Agreement or the Notesother Loan Documents, 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 shall affect any right that the any Loan Party or Secured Parties Party may otherwise have to bring any action or proceeding relating to this Agreement, the Purchase Agreement, the Notes Agreement or the other Transaction Loan Documents against any Grantor or any Secured Party or its properties in the courts of any jurisdiction.

Jurisdiction; Consent to Service of Process. (a) Grantor Each Guarantor hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive exclusive jurisdiction of any the Supreme Court of the State of New York State court or Federal court sitting in New York County and of the United States District Court of America sitting in the Southern District of New York CityYork, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, the Purchase Agreement or the Notesany other Loan Document, 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 any other Loan Document shall affect any right that the Secured Parties Administrative Agent or any Lender may otherwise have to bring any action or proceeding relating to this Agreement, Agreement or any other Loan Document against the Purchase Agreement, the Notes or the other Transaction Documents against Grantor Borrower or its properties in the courts of any jurisdiction.

Jurisdiction; Consent to Service of Process. (a) Grantor Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive exclusive jurisdiction of any New York State court or Federal federal court of the United States of America sitting in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, the Purchase Agreement or the Notesother Loan Documents, 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 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 shall affect any right that any Lender, the Secured Parties Administrative Agent or any Issuing Bank may otherwise have to bring any action or proceeding relating to this Agreement, the Purchase Agreement, the Notes Agreement or the other Transaction Loan Documents against Grantor Parent, any Borrower or its any other Loan Party or their properties in the courts of any jurisdiction.

Jurisdiction; Consent to Service of Process. (a) Each Grantor hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of any New York State court or Federal court of the United States of America sitting in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, the Purchase Agreement or the Notesother Senior Loan Documents, 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 shall affect any right that the any Obligor or any Senior Secured Parties Party may otherwise have to bring any action or proceeding relating to this Agreement, the Purchase Agreement, the Notes Agreement or the other Transaction Senior Loan Documents against any Grantor or any Senior Secured Party or its properties in the courts of any jurisdiction.

Jurisdiction; Consent to Service of Process. (a) Grantor Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive exclusive jurisdiction of any New York State court or Federal federal court of the United States of America sitting in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, the Purchase Agreement or the Notesother Loan Documents, 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 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 shall affect any right that any Lender, the Secured Parties Administrative Agent or any Issuing Bank may otherwise have to bring any action or proceeding relating to this Agreement, the Purchase Agreement, the Notes Agreement or the other Transaction Loan Documents against Grantor Holdings, any Borrower or its any Loan Party or their properties in the courts of any jurisdiction.

Jurisdiction; Consent to Service of Process. (a) Grantor Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive exclusive jurisdiction of any New York State court or Federal federal court of the United States of America sitting in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, the Purchase Agreement or the Notesother Loan Documents, 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 court or, to the extent permitted by law, in such Federal 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 shall affect any right that the Secured Parties any Lender or any Issuing Bank may otherwise have to bring any action or proceeding relating to this Agreement, the Purchase Agreement, the Notes Agreement or the other Transaction Loan Documents against Grantor Holdings, the Borrower or its any other Loan Party or their properties in the courts of any jurisdiction.

Jurisdiction; Consent to Service of Process. (a) Grantor Each party hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of any New York State court or Federal court of the United States of America sitting in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, the Purchase Agreement or the Notes, 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 Subject to the foregoing and to paragraph (b) below, nothing in this Agreement shall affect any right that the Secured Parties any party hereto may otherwise have to bring any action or proceeding relating to this Agreement, the Purchase Agreement, the Notes or the Agreement against any other Transaction Documents against Grantor or its properties party hereto in the courts of any jurisdiction.

Jurisdiction; Consent to Service of Process. (a) Grantor Each party to this Agreement hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive exclusive jurisdiction of any New York State court or Federal court of the United States of America sitting in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, the Purchase Agreement or the Notesother Loan Documents, 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 shall affect any right that the Secured Parties any party may otherwise have to bring any action or proceeding relating to this Agreement, the Purchase Agreement, the Notes Agreement or the other Transaction Loan Documents against Grantor any other party or its properties in the courts of any jurisdiction.

Jurisdiction; Consent to Service of Process. (a) Grantor The Borrower hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of any the Supreme Court of the State of New York State court or Federal court sitting in New York County and of the United States District Court for the Southern District of America sitting in New York CityYork, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, the Purchase Agreement or the Notesany Loan Document, 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 final, non-appealed 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 any other Loan Document shall affect any right that the Secured Parties Borrower or the Lenders may otherwise have to bring any action or proceeding relating to this Agreement, the Purchase Agreement, the Notes Agreement or the any other Transaction Documents Loan Document against Grantor any other party hereto or its their properties in the courts of any jurisdiction.

Jurisdiction; Consent to Service of Process. (a) Grantor Each of the Loan Parties hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of any New York State court or Federal court of the United States of America America, sitting in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, the Purchase Agreement or the Notesany other Loan Document, or for recognition or enforcement of any judgment, and each of the parties hereto Loan Parties 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 Loan Parties 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 any other Loan Document shall affect any right that the Secured Parties Administrative Agent, the Issuing Bank or any Lender may otherwise have to bring any action or proceeding relating to this Agreement, the Purchase Agreement, the Notes Agreement or the any other Transaction Documents Loan Document against Grantor any Loan Party or its properties in the courts of any jurisdiction.

Jurisdiction; Consent to Service of Process. (a) Grantor hereby Each party hereto irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of any U.S. Federal or New York State court or Federal court of the United States of America sitting in the Borough of Manhattan, New York, New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, the Purchase Agreement or the NotesIndenture, 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 Indenture shall affect any right that the Secured Parties parties hereto may otherwise have to bring any action or proceeding relating to this Agreement, the Purchase Agreement, the Notes or the other Transaction Documents Indenture against Grantor any party hereto or its properties in the courts of any jurisdiction.

Jurisdiction; Consent to Service of Process. (a) Grantor Each party hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive exclusive jurisdiction of any New York State court or Federal court of the United States of America sitting in New York Citythe Borough of Manhattan, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, the Purchase Agreement or the Notesother Loan Documents, 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 shall affect any right that the Secured Parties Administrative Agent, the Collateral Agent, the Lead Arrangers, the Issuing Bank or any Lender may otherwise have to bring any action or proceeding relating to this Agreement, the Purchase Agreement, the Notes Agreement or the other Transaction Loan Documents against Grantor Holdings, the Borrowers, any Mortgaged Vessel Owning Subsidiary or its their respective properties in the courts of any jurisdiction.

Jurisdiction; Consent to Service of Process. (a) Grantor The Borrower hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive exclusive jurisdiction of any New York State court or Federal court of the United States of America sitting in New York CityCounty, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, the Purchase Agreement or the Notes, 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 shall affect any right that the Secured Parties Administrative Agent or any Lender may otherwise have to bring any action or proceeding relating to this Agreement, Agreement against the Purchase Agreement, the Notes or the other Transaction Documents against Grantor Borrower or its properties in the courts of any jurisdiction.

Jurisdiction; Consent to Service of Process. (a) Grantor The Pledgor hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of any the courts of New York State court or Federal court sitting in New York County and of the United States District Court for the Southern District of America sitting in New York CityYork, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, the Purchase Agreement or the Notes, 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 court or, to the fullest 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 any other Transaction Document shall affect any right that the Trustee or any Secured Parties Creditor may otherwise have to bring any action or proceeding relating to this Agreement, the Purchase Agreement, the Notes Agreement or the any other Transaction Documents Document against Grantor the Pledgor or any of its properties property in the courts of any jurisdiction.

Jurisdiction; Consent to Service of Process. (a) Grantor Subject to the final sentence of this clause (a), each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive exclusive jurisdiction of any New York State court or Federal federal court of the United States of America sitting in New York CityCounty, 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, the Purchase any other Loan Document, any Other First Lien Agreement or the Notestransactions relating hereto or thereto, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally submits to the jurisdiction of such courts and agrees that all claims in respect of any such action action, litigation or proceeding may be heard and determined in such New York State court or, to the fullest extent permitted by applicable law, in such Federal federal court. Each of the parties hereto agrees that a final judgment in any such action action, litigation 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, any other Loan Document or any Other First Lien Agreement shall affect any right that the Agent or any other Secured Parties Party may otherwise have to bring any action or proceeding relating to this Agreement, the Purchase Agreement, the Notes any other Loan Document or the other Transaction Documents any Other First Lien Agreement against Grantor Holdings or its properties in the courts of any jurisdiction.

Jurisdiction; Consent to Service of Process. (a) Grantor Each of the Loan Parties hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of any the Supreme Court of the State of New York State court or Federal court sitting in New York County and of the United States District Court of America sitting in the Southern District of New York CityYork, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, the Purchase Agreement or the Notesany Loan Document, 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 any other Loan Document shall affect any right that the Secured Parties Administrative Agent, the Issuing Bank or any Lender may otherwise have to bring any action or proceeding relating to this Agreement, the Purchase Agreement, the Notes Agreement or the any other Transaction Documents Loan Document against any Grantor or Guarantor or its properties in the courts of any jurisdiction.

Jurisdiction; Consent to Service of Process. (a) Grantor The Borrower hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of any New York State court or Federal court of the United States of America sitting in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, the Purchase Agreement or the Notes, 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 shall affect any right that the Secured Parties Administrative Agent, the Issuing Bank or any Lender may otherwise have to bring any action or proceeding relating to this Agreement, Agreement against the Purchase Agreement, the Notes or the other Transaction Documents against Grantor Borrower or its properties in the courts of any jurisdiction.

Jurisdiction; Consent to Service of Process. (a) Grantor Each party to this Agreement hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive exclusive jurisdiction of any New York State court or Federal federal court of the United States of America sitting in New York CityCounty, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, the Purchase Agreement or the Notes, 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 shall be heard and determined in such New York State or, to the extent permitted by law, in such Federal 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 shall affect any right that the Secured Parties Administrative Agent or any Lender may otherwise have to bring any action or proceeding relating to this AgreementAgreement against any Pledgor, the Purchase Agreement, the Notes or the other Transaction Documents against Grantor or its properties properties, in the courts of any jurisdiction.

Jurisdiction; Consent to Service of Process. (a) Grantor Each Guarantor hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive exclusive jurisdiction of any New York State court or Federal court of the United States of America sitting in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, the Purchase Agreement Guaranty or the Notesother Loan Documents, 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 Guaranty shall affect any right that the Secured Parties any Lender may otherwise have to bring any action or proceeding relating to this Agreement, the Purchase Agreement, the Notes Guaranty or the other Transaction Loan Documents against Grantor any Borrower or its properties or any Guarantor or its properties in the courts of any jurisdiction.

Jurisdiction; Consent to Service of Process. (a) Each Grantor hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of any New York State court or Federal federal court of the United States of America sitting in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, the Purchase Agreement or the Notesother Loan Documents, 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 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 shall affect any right that the any Grantor or any Secured Parties Party may otherwise have to bring any action or proceeding relating to this Agreement, the Purchase Agreement, the Notes Agreement or the other Transaction Loan Documents against any Grantor or any Secured Party or its properties in the courts of any jurisdiction.

Jurisdiction; Consent to Service of Process. (a) Each Grantor hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of any New York State court or Federal court of the United States of America sitting in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, the Purchase Agreement or the NotesNew Debenture Documents, 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 shall affect any right that the Secured Parties Collateral Agent may otherwise have to bring any action or proceeding relating to this Agreement, the Purchase Agreement, the Notes Agreement or the other Transaction New Debenture Documents against Grantor the Grantors or its properties in the courts of any jurisdiction.

Jurisdiction; Consent to Service of Process. (a) Grantor Each of the Borrowers hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of any New York State court or Federal court of the United States of America sitting in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, the Purchase Agreement or the Notesother Loan Documents, 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 shall affect any right that any Lender, the Secured Parties Administrative Agent, any Swing Line Bank or any Fronting Bank may otherwise have to bring any action or proceeding relating to this Agreement, the Purchase Agreement, the Notes Agreement or the other Transaction Loan Documents against Grantor either Borrower or its properties in the courts of any jurisdiction.

Jurisdiction; Consent to Service of Process. (a) Grantor Each party to this Agreement hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of any New York State court or Federal federal court of the United States of America sitting in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, the Purchase Agreement or the Notesany other Indenture Documents, 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 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 shall affect any right that the Secured Parties Collateral Agent or any Holder may otherwise have to bring any action or proceeding relating to this AgreementAgreement or any other Indenture Document against any Pledgor, the Purchase Agreement, the Notes or the other Transaction Documents against Grantor or its properties properties, in the courts of any jurisdiction.

Jurisdiction; Consent to Service of Process. (a) Grantor Each party hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive exclusive jurisdiction of any New York State court or Federal court of the United States of America sitting in New York CityCity in the Borough of Manhattan, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, the Purchase Agreement or the Notes, 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 will be heard and determined in such New York State court 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 shall affect any right that the Secured Parties any Lender may otherwise have to bring any action or proceeding relating to this Agreement, the Purchase Agreement, the Notes or the other Transaction Documents Agreement against Grantor any Borrower or its properties in the courts of any jurisdiction.

Jurisdiction; Consent to Service of Process. (a) Grantor The Borrower hereby irrevocably and unconditionally submitsagrees that it will not commence any action, for itself and its propertylitigation or proceeding of any kind or description, whether in law or equity, whether in contract or tort or otherwise, against the Administrative Agent, any Lender, any Issuing Bank or any Related Party of the foregoing in any way relating to this Agreement or any other Loan Document (except as otherwise expressly stated therein) or the nonexclusive jurisdiction of transactions relating hereto or thereto, in any forum other than any New York State court or Federal court of the United States of America sitting in the borough of Manhattan in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, the Purchase Agreement or the Notes, 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 shall affect any right that the Secured Parties Administrative Agent, the Collateral Agent, the Issuing Bank or any Lender may otherwise have to bring any action or proceeding relating to this Agreement, the Purchase Agreement, the Notes Agreement or the other Transaction Loan Documents against Grantor the Borrower, the Loan Parties or its their respective properties in the courts of any jurisdiction.

Jurisdiction; Consent to Service of Process. (a) Grantor The Borrower and each other Loan Party hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive exclusive jurisdiction of any New York State court or Federal court of the United States of America sitting in New York CityCounty, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, the Purchase Agreement or the Notesother Loan Documents, 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 shall affect any right that the Secured Parties Administrative Agent, the Collateral Agent or any Lender may otherwise have to bring any action or proceeding relating to this Agreement, the Purchase Agreement, the Notes Agreement or the other Transaction Loan Documents against Grantor the Borrower or its properties in the courts of any jurisdictionjurisdiction if required to realize upon the Collateral as determined in good faith by the Person bringing such action or proceeding.

Jurisdiction; Consent to Service of Process. (a) Grantor The Borrower hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive exclusive jurisdiction of any New York State court or Federal court of the United States of America sitting in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, the Purchase Agreement or the Notesother Loan Documents, 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 shall be heard and determined only 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 any other Loan Document shall affect any right that any Arranger, the Secured Parties Administrative Agent, the Collateral Agent or any Lender may otherwise have to bring any action or proceeding relating to this Agreement, the Purchase Agreement, the Notes Agreement or the other Transaction Loan Documents against Grantor the Borrower or its properties in the courts of any jurisdiction.

Jurisdiction; Consent to Service of Process. (a) Grantor Each of the Grantors hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive exclusive jurisdiction of any New York State court or Federal court of the United States of America America, sitting in the Borough of Manhattan in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, the Purchase Agreement or the Notesany other Loan Document, or for recognition or enforcement of any judgment, and each of the parties hereto Loan Parties 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 Loan Parties 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 any other Loan Document shall affect any right that the Secured Parties Collateral Agent, the Administrative Agent or any Lender may otherwise have to bring any action or proceeding relating to this Agreement, the Purchase Agreement, the Notes Agreement or the any other Transaction Documents Loan Document against any Grantor or its properties in the courts of any jurisdiction.

Jurisdiction; Consent to Service of Process. (a) Grantor Each of Holdings and the Borrower hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of any New York State court or Federal court of the United States of America sitting in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, the Purchase Agreement or the Notesother Loan Documents, 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 that, to the extent permitted by law, 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 shall affect any right that the Secured Parties Administrative Agent, the Collateral Agent, the Issuing Bank or any Lender may otherwise have to bring any action or proceeding relating to this Agreement, the Purchase Agreement, the Notes Agreement or the other Transaction Loan Documents against Grantor the Borrower, Holdings or its their respective properties in the courts of any jurisdiction.

Jurisdiction; Consent to Service of Process. (a) Grantor Each party hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive exclusive jurisdiction of any New York State court or Federal court of the United States of America sitting in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, the Purchase Agreement or the Notes, 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 will be heard and determined in such New York State court 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 shall affect any right that the Secured Parties any Lender may otherwise have to bring any action or proceeding relating to this Agreement, the Purchase Agreement, the Notes or the other Transaction Documents Agreement against Grantor any Borrower or its properties in the courts of any jurisdiction.

Jurisdiction; Consent to Service of Process. (a) Grantor Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive exclusive jurisdiction of any New York State court or Federal federal court of the United States of America sitting in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, the Purchase Agreement or the Notesother Loan Documents, 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 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 shall affect any right that the Secured Parties any Lender Party may otherwise have to bring any action or proceeding relating to this Agreement, the Purchase Agreement, the Notes Agreement or the other Transaction Loan Documents against Grantor Holdings, the Borrower or its any Loan Party or their properties in the courts of any jurisdiction.

Jurisdiction; Consent to Service of Process. (a) Grantor Each party to this Agreement hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of any New York State court or Federal federal court of the United States of America sitting in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, the Purchase Agreement or the Notesany other Loan Documents, 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 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 shall affect any right that the Secured Parties Administrative Agent, the Collateral Agent, any Issuing Bank or any Lender may otherwise have to bring any action or proceeding relating to this AgreementAgreement or any other Loan Document against Parent, the Purchase Agreement, the Notes or the other Transaction Documents against Grantor or its properties properties, in the courts of any jurisdiction.

Jurisdiction; Consent to Service of Process. (a) Grantor Each QEPM Subsidiary Guarantor hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of any New York State court or Federal court of the United States of America sitting in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, the Purchase Agreement or the Notes, 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 shall affect any right that the Secured Parties any Third Party Beneficiary may otherwise have to bring any action or proceeding relating to this Agreement, the Purchase Agreement, the Notes or the other Transaction Documents Agreement against Grantor any QEPM Subsidiary Guarantor or its properties in the courts of any jurisdiction.

Jurisdiction; Consent to Service of Process. (a) Grantor Each of the Borrower and the UK Borrower hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of any New York State court or Federal court of the United States of America sitting in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, the Purchase Agreement or the Notes, 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 shall affect any right that the Secured Parties Administrative Agent or any Lender may otherwise have to bring any action or proceeding relating to this AgreementAgreement against the Borrower, the Purchase Agreement, the Notes UK Borrower or the other Transaction Documents against Grantor or its their properties in the courts of any jurisdiction.

Jurisdiction; Consent to Service of Process. (a) Grantor Each of the Loan Parties hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of any New York State court or Federal court of the United States of America America, sitting in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, the Purchase Agreement or the Notesany other Loan Document, or for recognition or enforcement of any judgment, and each of the parties hereto Loan Parties 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 Loan Parties 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 any other Loan Document shall affect any right that the Secured Parties Collateral Agent or any Lender may otherwise have to bring any action or proceeding relating to this Agreement, the Purchase Agreement, the Notes Agreement or the any other Transaction Documents Loan Document against Grantor any Loan Party or its properties in the courts of any jurisdiction.

Jurisdiction; Consent to Service of Process. (a) Grantor Each of the Loan Parties hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of any New York State court or Federal court of the United States of America America, sitting in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, the Purchase Agreement or the Notesany other Loan Document, or for recognition or enforcement of any judgment, and each of the parties hereto Loan Parties 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 Loan Parties 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 any other Loan Document shall affect any right that the Secured Parties Agent or any Lender may otherwise have to bring any action or proceeding relating to this Agreement, the Purchase Agreement, the Notes Agreement or the any other Transaction Documents Loan Document against Grantor any Loan Party or its properties in the courts of any jurisdiction.

Jurisdiction; Consent to Service of Process. (a) Grantor Each party hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive exclusive jurisdiction of any New York State court or Federal court of the United States of America sitting in New York CityCity in the Borough of Manhattan, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, the Purchase Agreement or the Notes, 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 will be heard and determined in such New York State court 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 shall affect any right that the Secured Parties any Lender may otherwise have to bring any action or proceeding relating to this Agreement, Agreement against the Purchase Agreement, the Notes or the other Transaction Documents against Grantor Borrower or its properties in the courts of any jurisdiction.

Jurisdiction; Consent to Service of Process. (a) Grantor The Loan Parties hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of any New York State court or Federal court of the United States of America sitting in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, the Purchase Agreement or the Notesother Loan Documents, 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 shall affect any right that the Secured Parties Lender may otherwise have to bring any action or proceeding relating to this Agreement, the Purchase Agreement, the Notes Agreement or the other Transaction Loan Documents against Grantor the Loan Parties or its their respective properties in the courts of any jurisdiction.

Jurisdiction; Consent to Service of Process. (a) Grantor Each of the Guarantors hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive exclusive jurisdiction of any New York State court or Federal court of the United States of America America, sitting in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, the Purchase Agreement Guaranty or the Notesany other Loan Document, or for recognition or enforcement of any judgment, and each of the parties hereto Loan Parties 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 Loan Parties 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 Guaranty or any other Loan Document shall affect any right that the Secured Parties Collateral Agent, the Administrative Agent, any L/C Issuer or any Lender may otherwise have to bring any action or proceeding relating to this Agreement, the Purchase Agreement, the Notes Guaranty or the any other Transaction Documents Loan Document against Grantor any Guarantor or its properties in the courts of any jurisdiction.

Jurisdiction; Consent to Service of Process. (a) Grantor Each Pledgor hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of any New York State court or Federal federal court of the United States of America sitting in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, the Purchase Pledge Agreement or the Notesother Loan Documents, 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 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 Pledge Agreement shall affect any right that the any Pledgor or any Secured Parties Creditor may otherwise have to bring any action or proceeding relating to this Agreement, the Purchase Agreement, the Notes Pledge Agreement or the other Transaction Loan Documents against Grantor any Pledgor or any Secured Creditor or its properties in the courts of any jurisdiction.

Jurisdiction; Consent to Service of Process. (a) Grantor c)The Company hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive exclusive jurisdiction of any New York State court or Federal court of the United States of America sitting in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, the Purchase Agreement or the Notes, 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 shall affect any right that the Secured Parties any Holder may otherwise have to bring any action or proceeding relating to this Agreement, the Purchase Agreement, the Notes or the other Transaction Documents against Grantor or its properties Agreement in the courts of any jurisdiction.

Jurisdiction; Consent to Service of Process. (a) Grantor Each Loan Party hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of any New York State court or Federal federal court of the United States of America sitting in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, the Purchase Agreement or the Notesother Loan Documents, 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 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 shall affect any right that the Secured Parties any Lender or any L/C Issuer may otherwise have to bring any action or proceeding relating to this Agreement, the Purchase Agreement, the Notes Agreement or the other Transaction Loan Documents against Grantor Holdings or its any Loan Party or their properties in the courts of any jurisdiction.

Jurisdiction; Consent to Service of Process. (a) Grantor Each of the Loan Parties hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of any New York State court or Federal court of the United States of America America, sitting in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, the Purchase Agreement or the Notesany other Loan Document, or for recognition or enforcement of any judgment, and each of the parties Loan 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 Loan 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 any other Loan Document shall affect any right that the Secured Parties Collateral Agent, the Administrative Agent, any Issuing Bank or any Lender may otherwise have to bring any action or proceeding relating to this Agreement, the Purchase Agreement, the Notes Agreement or the any other Transaction Documents Loan Document against Grantor any Loan Party or its properties in the courts of any jurisdiction.

Jurisdiction; Consent to Service of Process. (a) Grantor Each party to this Agreement hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of any New York State court or Federal federal court of the United States of America sitting in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, the Purchase Agreement or the Notesany other Indenture Documents, 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 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 shall affect any right that the Trustee, Collateral Agent or any Secured Parties Party may otherwise have to bring any action or proceeding relating to this AgreementAgreement or any other Indenture Document against any Grantor, the Purchase Agreement, the Notes or the other Transaction Documents against Grantor or its properties properties, in the courts of any jurisdiction.

Jurisdiction; Consent to Service of Process. (a) Each Grantor hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive exclusive jurisdiction of any the Supreme Court of the State of New York State court or Federal court sitting in New York County and of the United States District Court of America sitting in the Southern District of New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, the Purchase Agreement or the Notesany other Loan Document, 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 any other Loan Document shall affect any right that the Administrative Agent or any other Secured Parties Party may otherwise have to bring any action or proceeding relating to this Agreement, the Purchase Agreement, the Notes Agreement or the any other Transaction Documents Loan Document against any Grantor or its properties in the courts of any jurisdiction.

Jurisdiction; Consent to Service of Process. (a) Grantor The Guarantor hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of any the Supreme Court of the State of New York State court or Federal court sitting in New York County and of the United States District Court of America sitting in the Southern District of New York CityYork, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, the Purchase Agreement or the Notes, 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 shall affect any right that the any Secured Parties Party may otherwise have to bring any action or proceeding relating to this Agreement, Agreement against the Purchase Agreement, the Notes or the other Transaction Documents against Grantor Guarantor or its properties in the courts of any jurisdiction.

Jurisdiction; Consent to Service of Process. (a) Grantor The Borrower hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive non-exclusive jurisdiction of any New York State court or Federal court of the United States of America sitting in New York CityCounty, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, the Purchase Agreement or the Notesother Loan Documents, 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 and nonappealable 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 to the full extent permitted by law. Nothing in this Agreement shall affect any right that the Secured Parties any Lender may otherwise have to bring any action or proceeding relating to this Agreement, the Purchase Agreement, the Notes Agreement or the other Transaction Loan Documents against Grantor the Borrower or its properties in the courts of any jurisdiction.

Jurisdiction; Consent to Service of Process. (a) Grantor Subject to the final sentence of this clause (a), each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive exclusive jurisdiction of any New York State court or Federal federal court of the United States of America sitting in New York CityCounty, 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, the Purchase any other Loan Document, any Other First Lien Agreement or the Notestransactions relating hereto or thereto, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally submits to the jurisdiction of such courts and agrees that all claims in respect of any such action action, litigation or proceeding may be heard and determined in such New York State court or, to the fullest extent permitted by applicable law, in such Federal federal court. Each of the parties hereto agrees that a final judgment in any such action action, litigation 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, any other Loan Document or any Other First Lien Agreement shall affect any right that the Agent or any other Secured Parties Party may otherwise have to bring any action or proceeding relating to this Agreement, the Purchase Agreement, the Notes any other Loan Document or the other Transaction Documents any Other First Lien Agreement against Grantor any Pledgor or its properties in the courts of any jurisdiction.

Jurisdiction; Consent to Service of Process. (a) Grantor Each Party hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive exclusive jurisdiction of any New York State court or Federal court of the United States of America sitting in the Borough of Manhattan in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, the Purchase Agreement or the Notesother Loan Documents, 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 shall affect any right that the Secured Parties Administrative Agent or any Lender may otherwise have to bring any action or proceeding relating against any Loan Party in connection with the exercise of any remedy with respect to this Agreement, the Purchase Agreement, the Notes or the other Transaction Documents against Grantor or its properties Collateral in the courts court of any jurisdiction.

Jurisdiction; Consent to Service of Process. (a) Grantor The ------------------------------------------- Borrower hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of any New York State court or Federal court of the United States of America sitting in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, the Purchase Agreement or the Notes, 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 shall affect any right that the Secured Parties any Lender may otherwise have to bring any action or proceeding relating to this Agreement, Agreement against the Purchase Agreement, the Notes or the other Transaction Documents against Grantor Borrower or its properties in the courts of any jurisdiction.

Jurisdiction; Consent to Service of Process. (a) Grantor Each party to this Agreement hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of any New York State court or Federal federal court of the United States of America sitting in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, the Purchase Agreement or the Notesany other Indenture Documents, 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 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 shall affect any right that the Collateral Agent or any other Secured Parties Party may otherwise have to bring any action or proceeding relating to this AgreementAgreement or any other Indenture Document against any Pledgor, the Purchase Agreement, the Notes or the other Transaction Documents against Grantor or its properties properties, in the courts of any jurisdiction.

Jurisdiction; Consent to Service of Process. (a) Grantor Each of the Grantors hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of any New York State court or Federal court of the United States of America America, sitting in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, the Purchase Agreement or the Notesany other Loan Document, or for recognition or enforcement of any judgment, and each of the parties hereto Grantors 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 Grantors 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 any other Loan Document shall affect any right that the Secured Parties Collateral Agent, the Administrative Agents, Issuing Bank or any Lender may otherwise have to bring any action or proceeding relating to this Agreement, the Purchase Agreement, the Notes Agreement or the any other Transaction Documents Loan Document against any Grantor or its properties in the courts of any jurisdiction.

Jurisdiction; Consent to Service of Process. (a) Grantor Each Guarantor hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of any New York State court or Federal court of the United States of America sitting in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, the Purchase Agreement or the Notesother Reimbursement Documents, 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 shall affect any right that the Collateral Agent or any other Secured Parties Party may otherwise have to bring any action or proceeding relating to this Agreement, the Purchase Agreement, the Notes Agreement or the other Transaction Reimbursement Documents against Grantor any Guarantor or its properties in the courts of any jurisdiction.

Jurisdiction; Consent to Service of Process. (a) Grantor hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of any New York State court or Federal court of the United States of America sitting in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, the Purchase Agreement or the NotesNote, 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 shall affect any right that the Secured Parties may otherwise have to bring any action or proceeding relating to this Agreement, the Purchase Agreement, the Notes Note or the other Transaction Documents against Grantor or its properties in the courts of any jurisdiction.

Jurisdiction; Consent to Service of Process. (a) Grantor The Loan Parties hereby irrevocably and unconditionally submitssubmit, for itself themselves and its their property, to the nonexclusive exclusive jurisdiction of any New York State court or Federal court of the United States of America sitting in New York Citythe Borough of Manhattan, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, the Purchase Agreement or the Notes, or for recognition or enforcement of any judgmentother Loan Documents, 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 shall affect any right that any Agent, the Secured Parties Issuing Bank or any Lender may otherwise have to bring any action or proceeding relating to this Agreement, the Purchase Agreement, the Notes Agreement or the other Transaction Loan Documents against Grantor the Loan Parties or its their properties in the courts of any jurisdiction.

Jurisdiction; Consent to Service of Process. (a) Grantor Each Borrower hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of any New York State court or Federal court of the United States of America sitting in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, the Purchase Agreement or the Notesother Loan Documents, 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 shall affect any right that the Secured Parties any Lender may otherwise have to bring any action or proceeding relating to this Agreement, the Purchase Agreement, the Notes Agreement or the other Transaction Loan Documents against Grantor any Borrower or its properties in the courts of any jurisdiction.. 98 92

Jurisdiction; Consent to Service of Process. (a) Grantor Each Guarantor hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive exclusive jurisdiction of any the Supreme Court of the State of New York State court or Federal court sitting in New York County and of the United States District Court of America sitting in the Southern District of New York CityYork, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, the Purchase Agreement or the Notesany other Loan Document, 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 any other Loan Document shall affect any right that the Administrative Agent or any other Secured Parties Party may otherwise have to bring any action or proceeding relating to this Agreement, the Purchase Agreement, the Notes Agreement or the any other Transaction Documents Loan Document against Grantor any Guarantor or its properties in the courts of any jurisdiction.

Jurisdiction; Consent to Service of Process. (a) Grantor The Parent hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of any the Supreme Court of the State of New York State court or Federal court sitting in New York County and of the United States District Court of America sitting in the Southern District of New York CityYork, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, the Purchase Agreement or the Notesany Loan Document, 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 any other Loan Document shall affect any right that the Administrative Agent or any other Secured Parties Party (as defined in the Collateral Agency Agreement) may otherwise have to bring any action or proceeding relating to this Agreement, Agreement or any other Loan Document against the Purchase Agreement, the Notes or the other Transaction Documents against Grantor Parent or its properties in the courts of any jurisdiction.

Jurisdiction; Consent to Service of Process. (a) Grantor Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive exclusive jurisdiction of any New York State court or Federal court of the United States of America America, sitting in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, the Purchase Agreement or the Notesany other Note Document, 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 court 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 any other Note Document shall affect any right that the Junior-Priority Collateral Agent, any Authorized Representative or any other Secured Parties Party may otherwise have to bring any action or proceeding relating to this Agreement, the Purchase Agreement, the Notes Agreement or the any other Transaction Documents Note Document against any Grantor or its properties in the courts of any jurisdiction.

Jurisdiction; Consent to Service of Process. (a) Grantor hereby Each party hereto irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of any U.S. Federal or New York State court or Federal court of the United States of America sitting in the Borough of Manhattan, New York, New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, the Purchase Agreement or the NotesIndenture, 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 Indenture shall affect any right that Company, the Secured Parties Trustee or any Holder may otherwise have to bring any action or proceeding relating to this Agreement, the Purchase Agreement, the Notes or the other Transaction Documents Indenture against Grantor any party hereto or its properties in the courts of any jurisdiction.

Jurisdiction; Consent to Service of Process. (a) Grantor The Parent hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of any the Supreme Court of the State of New York State court or Federal court sitting in New York County and of the United States District Court of America sitting in the Southern District of New York CityYork, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, the Purchase Agreement or the Notesany Loan Document, 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 any other Loan Document shall affect any right that the Administrative Agent or any other Secured Parties Party may otherwise have to bring any action or proceeding relating to this Agreement, Agreement or any other Loan Document against the Purchase Agreement, the Notes or the other Transaction Documents against Grantor Parent or its properties in the courts of any jurisdiction.

Jurisdiction; Consent to Service of Process. (a) Grantor The Parent hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of any the Supreme Court of the State of New York State court or Federal court sitting in New York County and of the United States District Court of America sitting in the Southern District of New York CityYork, and any appellate court from any thereof, in any action or proceeding arising out of or relating to any this Agreement, the Purchase Agreement or the Notesany other Support Document, 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 any other Support Document shall affect any right that the Collateral Agent or any other Secured Parties Party may otherwise have to bring any action or proceeding relating to this Agreement, Agreement or any other Loan Document against the Purchase Agreement, the Notes or the other Transaction Documents against Grantor Parent or its properties in the courts of any jurisdiction.

Jurisdiction; Consent to Service of Process. (a) Grantor Each Pledgor hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive exclusive jurisdiction of any the Supreme Court of the State of New York State court or Federal court and of the United States District Court of America sitting in the Southern District of New York CityYork, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, the Purchase Agreement or the Notesany other Loan Document, 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 any other Loan Document shall affect any right that the Administrative Agent or any other Secured Parties Party may otherwise have to bring any action or proceeding relating to this Agreement, the Purchase Agreement, the Notes Agreement or the any other Transaction Documents Loan Document against Grantor any Pledgor or its properties in the courts of any jurisdiction.

Jurisdiction; Consent to Service of Process. (a) Grantor hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of any New York State court or Federal court of the United States of America sitting in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, the Purchase Agreement or the Notes, 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 shall affect any right that the Secured Parties may otherwise have to bring any action or proceeding relating to this Agreement, the Purchase Agreement, Agreement or the Notes or the other Transaction Documents against Grantor or its properties in the courts of any jurisdiction.

Jurisdiction; Consent to Service of Process. (a) Grantor Each party hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of any New York State court or Federal court of the United States of America sitting in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, the Purchase Agreement or the Notesother Transaction Documents, 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 shall affect any right that the Secured Parties Company may otherwise have to bring any action or proceeding relating to this Agreement, the Purchase Agreement, the Notes Agreement or the other Transaction Documents against Grantor any Seller or its properties in the courts of any jurisdiction.

Jurisdiction; Consent to Service of Process. (a) Grantor Each ------------------------------------------- Subsidiary Borrower hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of any New York State court or Federal court of the United States of America sitting in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, the Purchase Agreement or the Notes, 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 shall affect any right that the Secured Parties Company may otherwise have to bring any action or proceeding relating to this Agreement, the Purchase Agreement, the Notes or the other Transaction Documents Agreement against Grantor any Subsidiary Borrower or its properties in the courts of any jurisdiction.

Jurisdiction; Consent to Service of Process. (a) Grantor Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of any New York State court or Federal federal court of the United States of America sitting in New York CityCounty, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, the Purchase Agreement or the Notesother Loan Documents, 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 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 shall affect any right that the Secured Parties any Lender or any Issuing Bank may otherwise have to bring any action or proceeding relating to this Agreement, the Purchase Agreement, the Notes Agreement or the other Transaction Loan Documents against Grantor the Borrower or its any Loan Party or their properties in the courts of any jurisdiction.

Jurisdiction; Consent to Service of Process. (a) Grantor The Borrower hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of any New York State court or Federal federal court of the United States of America sitting in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, the Purchase Agreement or the Notesother Loan Documents, 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 court or, to the extent permitted by law, in such Federal 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 shall affect any right that the Secured Parties any Lender or any Issuing Bank may otherwise have to bring any action or proceeding relating to this Agreement, the Purchase Agreement, the Notes Agreement or the other Transaction Loan Documents against Grantor the Borrower or its any other Loan Party or their properties in the courts of any jurisdiction.

Jurisdiction; Consent to Service of Process. (a) Grantor Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive exclusive jurisdiction of any New York State court or Federal federal court of the United States of America sitting in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, the Purchase Agreement or the Notesother Loan Documents, or for recognition or enforcement of any -215- 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 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 shall affect any right that the Secured Parties any Lender or any Issuing Bank may otherwise have to bring any action or proceeding relating to this Agreement, the Purchase Agreement, the Notes Agreement or the other Transaction Loan Documents against Grantor the Borrower or its any other Loan Party or their properties in the courts of any jurisdiction.

Jurisdiction; Consent to Service of Process. (ai) Grantor Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of any New York State court or Federal court of the United States of America sitting in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, the Purchase Agreement or the NotesAmendment, 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 any such New York State court or, to the fullest 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 Amendment shall affect any right that any Holder or the Secured Parties Agent may otherwise have to bring any action or proceeding relating to this Agreement, the Purchase Agreement, the Notes or the other Transaction Documents against Grantor or its properties Amendment in the courts of any jurisdiction. The Issuer irrevocably and unconditionally waives any right to claim a lack of jurisdiction should this Amendment be enforced in the Country.

Jurisdiction; Consent to Service of Process. (a) Grantor The Borrower hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of any New York State court or Federal court of the United States of America sitting in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, the Purchase Agreement or the Notes, 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 shall affect any right that the Secured Parties Administrative Agent or any Lender may otherwise have to bring any action or proceeding relating to this Agreement, Agreement against the Purchase Agreement, the Notes or the other Transaction Documents against Grantor Borrower or its properties in the courts of any jurisdiction.

Jurisdiction; Consent to Service of Process. (a) Grantor Each Loan Party hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of any New York State court or Federal court of the United States of America sitting in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, the Purchase Agreement or the Notes, 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 court 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 shall affect any right that the Secured Parties any Agent or any Lender may otherwise have to bring any action or proceeding relating to this Agreement, the Purchase Agreement, the Notes or the other Transaction Documents Agreement against Grantor any Loan Party or its properties in the courts of any jurisdiction.

Jurisdiction; Consent to Service of Process. (a) Grantor Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive 106 jurisdiction of any New York State court or Federal federal court of the United States of America sitting in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, the Purchase Agreement or the Notesother Loan Documents, 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 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 shall affect any right that any Lender, the Secured Parties Administrative Agent or any Issuing Bank may otherwise have to bring any action or proceeding relating to this Agreement, the Purchase Agreement, the Notes Agreement or the other Transaction Loan Documents against Grantor Holdings, the Borrower or its any Loan Party or their properties in the courts of any jurisdiction.

Jurisdiction; Consent to Service of Process. (a) Each Grantor hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of any New York State court or Federal court of the United States of America sitting in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, the Purchase Agreement or the Notesother Second Priority Debt Documents, 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 shall affect any right that the Secured Parties any Obligor or any Second Priority Debt Party may otherwise have to bring any action or proceeding relating to this Agreement, the Purchase Agreement, the Notes Agreement or the other Transaction Second Priority Debt Documents against any Grantor or any Second Priority Debt Party or its properties in the courts of any jurisdiction.