Common use of Jurisdiction; Immunities Clause in Contracts

Jurisdiction; Immunities. (a) EACH OF THE BORROWER AND THE LENDER HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY NEW YORK STATE OR UNITED STATES FEDERAL COURT SITTING IN NEW YORK COUNTY OVER ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE NOTE OR ANY OTHER FACILITY DOCUMENT, AND EACH OF THE BORROWER AND THE LENDER HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE OR FEDERAL COURT. EACH OF THE BORROWER AND THE LENDER IRREVOCABLY CONSENTS TO THE SERVICE OF ANY AND ALL PROCESS IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES OF SUCH PROCESS TO SUCH PERSON IN THE MANNER PROVIDED IN SECTION 12.06 FOR THE GIVING OF NOTICES. EACH OF THE BORROWER AND THE LENDER 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. EACH OF THE BORROWER AND THE LENDER FURTHER WAIVES ANY OBJECTION TO VENUE IN SUCH STATE AND ANY OBJECTION TO AN ACTION OR PROCEEDING IN SUCH STATE ON THE BASIS OF FORUM NON CONVENIENS. BORROWER FURTHER AGREES THAT ANY ACTION OR PROCEEDING BROUGHT AGAINST THE LENDER SHALL BE BROUGHT ONLY IN A NEW YORK STATE OR UNITED STATES FEDERAL COURT SITTING IN NEW YORK COUNTY.

Jurisdiction; Immunities. (a) EACH OF THE BORROWER AND THE LENDER HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY NEW YORK STATE OR UNITED STATES FEDERAL COURT SITTING IN NEW YORK COUNTY OVER ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE ANY NOTE OR ANY OTHER FACILITY DOCUMENT, AND EACH OF THE BORROWER AND THE LENDER HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE OR FEDERAL COURT. EACH OF THE BORROWER AND THE LENDER IRREVOCABLY CONSENTS TO THE SERVICE OF ANY AND ALL PROCESS IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES OF SUCH PROCESS TO SUCH PERSON IN THE MANNER PROVIDED AT ITS ADDRESS SPECIFIED IN SECTION 12.06 FOR THE GIVING OF NOTICES7.05. EACH OF THE BORROWER AND THE LENDER 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. EACH OF THE BORROWER AND THE LENDER FURTHER WAIVES ANY OBJECTION TO VENUE IN SUCH STATE AND ANY OBJECTION TO AN ACTION OR PROCEEDING IN SUCH STATE ON THE BASIS OF FORUM NON CONVENIENS. THE BORROWER FURTHER AGREES THAT ANY ACTION OR PROCEEDING BROUGHT AGAINST THE LENDER SHALL BE BROUGHT ONLY IN A NEW YORK STATE OR UNITED STATES FEDERAL COURT SITTING IN NEW YORK COUNTY.

Jurisdiction; Immunities. (a) EACH OF THE PARENT AND THE BORROWER HEREBY ABSOLUTELY AND THE LENDER HEREBY IRREVOCABLY SUBMITS CONSENT AND SUBMIT TO THE JURISDICTION OF ANY NEW YORK STATE THE COURTS OF THE COMMONWEALTH OF MASSACHUSETTS OR THE UNITED STATES FEDERAL COURT SITTING IN NEW YORK COUNTY OVER BOSTON IN CONNECTION WITH ANY ACTION ACTIONS OR PROCEEDING PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE NOTE OR NOTES, ANY OTHER FACILITY LOAN DOCUMENT, OR THE BANKING RELATIONSHIP GIVING RISE TO THIS AGREEMENT; AND EACH OF THE PARENT AND THE BORROWER AND THE LENDER HEREBY IRREVOCABLY AGREES AGREE THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE MASSACHUSETTS OR FEDERAL COURT. EACH OF THE BORROWER AND THE LENDER IRREVOCABLY CONSENTS TO THE SERVICE OF ANY AND ALL PROCESS IN ANY SUCH ACTION OR PROCEEDING BY PROCEEDING, THE MAILING OF COPIES OF SUCH PROCESS TO SUCH PERSON IN THE MANNER PROVIDED IN SECTION 12.06 FOR THE GIVING OF NOTICES. EACH OF PARENT AND THE BORROWER HEREBY ABSOLUTELY AND IRREVOCABLY AGREE THAT SERVICE OF PROCESS MAY BE MADE BY CERTIFIED OR REGISTERED MAIL, POSTAGE PREPAID, TO THEM AT THEIR ADDRESSES SPECIFIED BELOW (OR AT SUCH OTHER ADDRESSES AS THE PARENT OR THE BORROWER SHALL LAST SPECIFY TO THE BANK IN WRITING). THE PARENT AND THE LENDER AGREES BORROWER AGREE 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. EACH OF THE PARENT AND THE BORROWER AND THE LENDER FURTHER WAIVES WAIVE ANY OBJECTION TO VENUE IN SUCH STATE BOSTON AND ANY OBJECTION TO AN ACTION OR PROCEEDING IN SUCH STATE BOSTON ON THE BASIS OF FORUM NON CONVENIENS. THE PARENT AND THE BORROWER FURTHER AGREES AGREE THAT ANY ACTION OR PROCEEDING BROUGHT AGAINST THE LENDER BANK WITH REGARD TO THIS AGREEMENT SHALL BE BROUGHT ONLY IN A NEW YORK STATE MASSACHUSETTS OR UNITED STATES FEDERAL COURT SITTING IN NEW YORK COUNTYBOSTON. NOTHING IN THIS SECTION 10.19 SHALL AFFECT THE RIGHT OF THE BANK TO SERVE LEGAL PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR AFFECT THE RIGHT OF THE BANK TO BRING ANY ACTION OR PROCEEDING AGAINST THE PARENT OR THE BORROWER OR THEIR PROPERTY IN THE COURTS OF ANY OTHER JURISDICTIONS. TO THE EXTENT THAT THE PARENT OR THE BORROWER HAVE OR HEREAFTER MAY ACQUIRE ANY IMMUNITY FROM JURISDICTION OF ANY COURT OR FROM ANY LEGAL PROCESS (WHETHER FROM SERVICE OR NOTICE, ATTACHMENT PRIOR TO JUDGMENT, ATTACHMENT IN AID OF EXECUTION, EXECUTION OR OTHERWISE) WITH RESPECT TO THEMSELVES OR THEIR PROPERTY, THE PARENT AND THE BORROWER HEREBY IRREVOCABLY WAIVE SUCH IMMUNITY IN RESPECT OF THEIR OBLIGATIONS UNDER THIS AGREEMENT, THE NOTE, AND ANY OTHER LOAN DOCUMENT.

Jurisdiction; Immunities. (a) EACH OF THE BORROWER GUARANTORS AND THE LENDER HEREBY IRREVOCABLY SUBMITS SUBMIT TO THE JURISDICTION OF ANY NEW YORK STATE OR UNITED STATES FEDERAL COURT SITTING IN NEW YORK COUNTY OVER ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE NOTE GUARANTY OR ANY OTHER FACILITY DOCUMENTDOCUMENT TO WHICH IT IS A PARTY, AND EACH OF THE BORROWER GUARANTORS AND THE LENDER HEREBY IRREVOCABLY AGREES AGREE THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE OR FEDERAL COURT. EACH OF THE BORROWER GUARANTORS AND THE LENDER IRREVOCABLY CONSENTS TO THE SERVICE OF ANY AND ALL PROCESS IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES OF SUCH PROCESS TO SUCH PERSON IN THE MANNER PROVIDED IN SECTION 12.06 FOR THE GIVING OF NOTICES. EACH OF THE BORROWER AND THE LENDER AGREES AGREE 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. EACH OF THE BORROWER GUARANTORS AND THE LENDER FURTHER WAIVES WAIVE ANY OBJECTION TO VENUE IN SUCH STATE AND ANY OBJECTION TO AN ACTION OR PROCEEDING IN SUCH THE STATE ON THE BASIS OF FORUM NON NON-CONVENIENS. BORROWER EACH GUARANTOR FURTHER AGREES THAT ANY ACTION OR PROCEEDING BROUGHT AGAINST THE LENDER SHALL BE BROUGHT ONLY IN A NEW YORK STATE OR UNITED STATES FEDERAL COURT SITTING IN NEW YORK COUNTY. EACH OF THE GUARANTORS AND THE LENDER WAIVE ANY RIGHT IT MAY HAVE TO TRIAL BY JURY. Nothing in this Section 9(i) shall affect the right of the Lender or any Guarantor to serve legal process in any other manner permitted by law or affect the right of the Lender or any Guarantor to bring any action or proceeding in the courts of any other jurisdictions. To the extent that any Guarantor or the Lender has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether from service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or any of its assets, including its Property, such Guarantor or the Lender hereby irrevocably waives to the fullest extent permitted by law such immunity in respect of its obligations under this Guaranty and the other Facility Documents to which it is a party.

Jurisdiction; Immunities. (a) EACH OF THE BORROWER DEBTORS AND THE LENDER AGENT HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY NEW YORK STATE OR UNITED STATES FEDERAL COURT SITTING IN NEW YORK COUNTY OVER ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE NOTE AGREEMENT OR ANY OTHER FACILITY DOCUMENT, AND EACH OF THE BORROWER DEBTORS AND THE LENDER AGENT HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE OR FEDERAL COURT. EACH OF THE BORROWER DEBTORS AND THE LENDER AGENT IRREVOCABLY CONSENTS TO THE SERVICE OF ANY AND ALL PROCESS IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES OF SUCH PROCESS TO SUCH PERSON METHODS AND IN THE MANNER PROVIDED FOR IN SECTION 12.06 FOR OF THE GIVING OF NOTICESCREDIT AGREEMENT. EACH OF THE BORROWER DEBTORS AND THE LENDER AGENT 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. EACH OF THE BORROWER DEBTORS AND THE LENDER AGENT FURTHER WAIVES ANY OBJECTION TO VENUE IN SUCH STATE AND ANY OBJECTION TO AN ACTION OR PROCEEDING IN SUCH STATE ON THE BASIS OF FORUM NON CONVENIENS. BORROWER EACH DEBTOR FURTHER AGREES THAT ANY ACTION OR PROCEEDING BROUGHT AGAINST THE LENDER AGENT OR THE BANK SHALL BE BROUGHT ONLY IN A NEW YORK STATE OR UNITED STATES FEDERAL COURT SITTING IN NEW YORK COUNTY. EACH OF THE DEBTORS AND THE AGENT WAIVES ANY RIGHT IT MAY HAVE TO JURY TRIAL. Nothing in this Section shall affect the right of the Agent or any Lender to serve legal process in any other manner permitted by law or affect the right of the Agent or any Lender to bring any action or proceeding against any Debtor or its Property in the courts of any other jurisdictions. To the extent that any Debtor has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether from service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its Property, such Debtor hereby irrevocably waives such immunity in respect of its obligations under this Agreement and the other Facility Documents.

Jurisdiction; Immunities. (a) BORROWER, ADMINISTRATIVE AGENT AND EACH OF THE BORROWER AND THE LENDER BANK HEREBY IRREVOCABLY SUBMITS SUBMIT TO THE JURISDICTION OF ANY NEW YORK STATE OR UNITED STATES FEDERAL COURT SITTING IN NEW YORK COUNTY CITY OVER ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE NOTE NOTES OR ANY OTHER FACILITY LOAN DOCUMENT. BORROWER, ADMINISTRATIVE AGENT, AND EACH OF THE BORROWER AND THE LENDER HEREBY BANK IRREVOCABLY AGREES AGREE THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE OR UNITED STATES FEDERAL COURT. BORROWER, ADMINISTRATIVE AGENT, AND EACH OF THE BORROWER AND THE LENDER BANK IRREVOCABLY CONSENTS CONSENT TO THE SERVICE OF ANY AND ALL PROCESS IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES OF SUCH PROCESS TO SUCH PERSON IN BORROWER, ADMINISTRATIVE AGENT OR EACH BANK, AS THE MANNER PROVIDED IN SECTION 12.06 FOR CASE MAY BE, AT THE GIVING OF NOTICESADDRESSES SPECIFIED HEREIN. BORROWER, ADMINISTRATIVE AGENT AND EACH OF THE BORROWER AND THE LENDER AGREES BANK AGREE 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. BORROWER, ADMINISTRATIVE AGENT AND EACH OF THE BORROWER AND THE LENDER BANK FURTHER WAIVES WAIVE ANY OBJECTION TO VENUE IN SUCH THE STATE OF NEW YORK AND ANY OBJECTION TO AN ACTION OR PROCEEDING IN SUCH THE STATE OF NEW YORK ON THE BASIS OF FORUM NON CONVENIENS. BORROWER FURTHER AGREES BORROWER, ADMINISTRATIVE AGENT AND EACH BANK AGREE THAT ANY ACTION OR PROCEEDING BROUGHT AGAINST BORROWER, ADMINISTRATIVE AGENT OR ANY BANK, AS THE LENDER CASE MAY BE, SHALL BE BROUGHT ONLY IN A NEW YORK STATE COURT SITTING IN NEW YORK CITY OR A UNITED STATES FEDERAL COURT SITTING IN NEW YORK COUNTYCITY. Nothing in this Section shall affect the right of Borrower, Administrative Agent or any Bank to serve legal process in any other manner permitted by law. To the extent that Borrower, Administrative Agent or any Bank have or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether from service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, Borrower, Administrative Agent and each Bank hereby irrevocably waive such immunity in respect of its obligations under this Agreement, the Notes and any other Loan Document. BORROWER, ADMINISTRATIVE AGENT AND EACH BANK WAIVE ANY RIGHT EACH SUCH PARTY MAY HAVE TO JURY TRIAL IN CONNECTION WITH ANY SUIT, ACTION OR PROCEEDING BROUGHT WITH RESPECT TO THIS AGREEMENT, THE NOTES OR THE LOANS. IN ADDITION, BORROWER HEREBY WAIVES, IN CONNECTION WITH ANY SUIT, ACTION OR PROCEEDING BROUGHT BY ADMINISTRATIVE AGENT OR THE BANKS WITH RESPECT TO THE NOTES, ANY RIGHT BORROWER MAY HAVE TO (1) INTERPOSE ANY COUNTERCLAIM THEREIN (OTHER THAN A COUNTERCLAIM THAT IF NOT BROUGHT IN THE SUIT, ACTION OR PROCEEDING BROUGHT BY ADMINISTRATIVE AGENT OR THE BANKS COULD NOT BE BROUGHT IN A SEPARATE SUIT, ACTION OR PROCEEDING OR WOULD BE SUBJECT TO DISMISSAL OR SIMILAR DISPOSITION FOR FAILURE TO HAVE BEEN ASSERTED IN SUCH SUIT, ACTION OR PROCEEDING BROUGHT BY ADMINISTRATIVE AGENT OR THE BANKS) OR (2) HAVE THE SAME CONSOLIDATED WITH ANY OTHER OR SEPARATE SUIT, ACTION OR PROCEEDING. NOTHING HEREIN CONTAINED SHALL PREVENT OR PROHIBIT BORROWER FROM INSTITUTING OR MAINTAINING A SEPARATE ACTION AGAINST ADMINISTRATIVE AGENT OR THE BANKS WITH RESPECT TO ANY ASSERTED CLAIM. [Remainder of page intentionally left blank.] 69

Jurisdiction; Immunities. (a) EACH OF THE BORROWER PLEDGOR AND THE LENDER AGENT HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY NEW YORK STATE OR UNITED STATES FEDERAL COURT SITTING IN NEW YORK COUNTY OVER ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE NOTE AGREEMENT OR ANY OTHER FACILITY DOCUMENT, AND EACH OF THE BORROWER PLEDGOR AND THE LENDER AGENT HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE OR FEDERAL COURT. EACH OF THE BORROWER PLEDGOR AND THE LENDER AGENT IRREVOCABLY CONSENTS TO THE SERVICE OF ANY AND ALL PROCESS IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES OF SUCH PROCESS TO SUCH PERSON METHODS AND IN THE MANNER PROVIDED FOR IN SECTION 12.06 FOR OF THE GIVING OF NOTICESCREDIT AGREEMENT. EACH OF THE BORROWER PLEDGOR AND THE LENDER AGENT 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. EACH OF THE BORROWER PLEDGOR AND THE LENDER AGENT FURTHER WAIVES WAIVE ANY OBJECTION TO VENUE IN SUCH STATE AND ANY OBJECTION TO AN ACTION OR PROCEEDING IN SUCH STATE ON THE BASIS OF FORUM NON CONVENIENS. BORROWER THE PLEDGOR FURTHER AGREES THAT ANY ACTION OR PROCEEDING BROUGHT AGAINST THE AGENT OR ANY LENDER SHALL BE BROUGHT ONLY IN A NEW YORK STATE OR UNITED STATES FEDERAL COURT SITTING IN NEW YORK STXXX XX XXXXXX XXXXXX XXXXXXX XXXXX XXXXXXX XX XXX XXXK COUNTY. EACH OF THE PLEDGOR AND THE AGENT WAIVES ANY RIGHT IT MAY HAVE TO JURY TRIAL. Nothing in this Section shall affect the right of the Agent or any Lender to serve legal process in any other manner permitted by law or affect the right of the Agent or any Lender to bring any action or proceeding against the Pledgor or its Property in the courts of any other jurisdictions. To the extent that the Pledgor has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether from service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its Property, the Pledgor hereby irrevocably waives such immunity in respect of its obligations under this Agreement and the other Facility Documents.

Jurisdiction; Immunities. (aA) EACH OF THE BORROWER AND THE LENDER OBLIGORS HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY NEW YORK STATE OR UNITED STATES FEDERAL COURT SITTING IN NEW YORK COUNTY OVER ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE NOTE NOTE, ANY LETTER OF CREDIT OR ANY OTHER FACILITY DOCUMENT, AND EACH OF THE BORROWER AND THE LENDER OBLIGORS HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE OR FEDERAL COURT. EACH OF THE BORROWER AND THE LENDER OBLIGORS IRREVOCABLY CONSENTS TO THE SERVICE OF ANY AND ALL PROCESS IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES OF SUCH PROCESS TO SUCH PERSON IN THE MANNER PROVIDED AT ITS ADDRESS SPECIFIED IN SECTION 12.06 FOR THE GIVING OF NOTICES13.06. EACH OF THE BORROWER AND THE LENDER OBLIGORS 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. EACH OF THE BORROWER AND THE LENDER OBLIGORS FURTHER WAIVES ANY OBJECTION TO VENUE IN SUCH STATE AND ANY OBJECTION TO AN ACTION OR PROCEEDING IN SUCH STATE ON THE BASIS OF FORUM NON CONVENIENS. BORROWER EACH OF THE OBLIGORS FURTHER AGREES THAT ANY ACTION OR PROCEEDING BROUGHT AGAINST THE ADMINISTRATIVE AGENT OR ANY LENDER SHALL BE BROUGHT ONLY IN A NEW YORK STATE OR UNITED STATES FEDERAL COURT SITTING IN NEW YORK COUNTY.

Jurisdiction; Immunities. (a) EACH OF THE BORROWER DEBTORS AND THE LENDER HEREBY IRREVOCABLY SUBMITS SUBMIT TO THE JURISDICTION OF ANY NEW YORK STATE OR UNITED STATES FEDERAL COURT SITTING IN NEW YORK COUNTY OVER ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE NOTE AGREEMENT OR ANY OTHER FACILITY DOCUMENTDOCUMENT TO WHICH IT IS A PARTY, AND EACH OF THE BORROWER DEBTORS AND THE LENDER HEREBY IRREVOCABLY AGREES AGREE THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE OR FEDERAL COURT. EACH OF THE BORROWER DEBTORS AND THE LENDER IRREVOCABLY CONSENTS CONSENT TO THE SERVICE OF ANY AND ALL PROCESS IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES OF SUCH PROCESS TO SUCH PERSON METHODS AND IN THE MANNER PROVIDED FOR IN SECTION 12.06 FOR OF THE GIVING OF NOTICESCREDIT AGREEMENT. EACH OF THE BORROWER DEBTORS AND THE LENDER AGREES AGREE 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. EACH OF THE BORROWER DEBTORS AND THE LENDER FURTHER WAIVES WAIVE ANY OBJECTION TO VENUE IN SUCH STATE AND ANY OBJECTION TO AN ACTION OR PROCEEDING IN SUCH STATE ON THE BASIS OF FORUM NON CONVENIENS. BORROWER EACH DEBTOR FURTHER AGREES THAT ANY ACTION OR PROCEEDING BROUGHT AGAINST THE LENDER SHALL BE BROUGHT ONLY IN A NEW YORK STATE OR UNITED STATES FEDERAL COURT SITTING IN NEW YORK COUNTY. EACH OF THE DEBTORS AND THE LENDER WAIVES ANY RIGHT IT MAY HAVE TO JURY TRIAL. Nothing in this Section shall affect the right of the Lender or any Debtor to serve legal process in any other manner permitted by law or affect the right of the Lender or any Debtor to bring any action or proceeding in the courts of any other jurisdictions. To the extent that any Debtor or the Lender has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether from service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its Property, such Debtor or the Lender hereby irrevocably waives to the fullest extent permitted by law such immunity in respect of its obligations under this Agreement and the other Facility Documents to which it is a party.

Jurisdiction; Immunities. (a) BORROWER, ADMINISTRATIVE AGENT ------------------------- AND EACH OF THE BORROWER AND THE LENDER BANK HEREBY IRREVOCABLY SUBMITS SUBMIT TO THE JURISDICTION OF ANY NEW YORK STATE OR UNITED STATES FEDERAL COURT SITTING IN NEW YORK COUNTY CITY OVER ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE NOTE NOTES OR ANY OTHER FACILITY LOAN DOCUMENT. BORROWER, ADMINISTRATIVE AGENT, AND EACH OF THE BORROWER AND THE LENDER HEREBY BANK IRREVOCABLY AGREES AGREE THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE OR UNITED STATES FEDERAL COURT. BORROWER, ADMINISTRATIVE AGENT, AND EACH OF THE BORROWER AND THE LENDER BANK IRREVOCABLY CONSENTS CONSENT TO THE SERVICE OF ANY AND ALL PROCESS IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES OF SUCH PROCESS TO SUCH PERSON IN BORROWER, ADMINISTRATIVE AGENT OR EACH BANK, AS THE MANNER PROVIDED IN SECTION 12.06 FOR CASE MAY BE, AT THE GIVING OF NOTICESADDRESSES SPECIFIED HEREIN. BORROWER, ADMINISTRATIVE AGENT AND EACH OF THE BORROWER AND THE LENDER AGREES BANK AGREE 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. BORROWER, ADMINISTRATIVE AGENT AND EACH OF THE BORROWER AND THE LENDER BANK FURTHER WAIVES WAIVE ANY OBJECTION TO VENUE IN SUCH THE STATE OF NEW YORK AND ANY OBJECTION TO AN ACTION OR PROCEEDING IN SUCH THE STATE OF NEW YORK ON THE BASIS OF FORUM NON CONVENIENS. BORROWER FURTHER AGREES BORROWER, ADMINISTRATIVE AGENT AND EACH BANK AGREE THAT ANY ACTION OR PROCEEDING BROUGHT AGAINST BORROWER, ADMINISTRATIVE AGENT OR ANY BANK, AS THE LENDER CASE MAY BE, SHALL BE BROUGHT ONLY IN A NEW YORK STATE COURT SITTING IN NEW YORK CITY OR A UNITED STATES FEDERAL COURT SITTING IN NEW YORK COUNTYCITY. Nothing in this Section shall affect the right of Borrower, Administrative Agent or any Bank to serve legal process in any other manner permitted by law. To the extent that Borrower, Administrative Agent or any Bank have or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether from service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, Borrower, Administrative Agent and each Bank hereby irrevocably waive such immunity in respect of its obligations under this Agreement, the Notes and any other Loan Document. BORROWER, ADMINISTRATIVE AGENT AND EACH BANK WAIVE ANY RIGHT EACH SUCH PARTY MAY HAVE TO JURY TRIAL IN CONNECTION WITH ANY SUIT, ACTION OR PROCEEDING BROUGHT WITH RESPECT TO THIS AGREEMENT, THE NOTES OR THE LOANS. IN ADDITION, BORROWER HEREBY WAIVES, IN CONNECTION WITH ANY SUIT, ACTION OR PROCEEDING BROUGHT BY ADMINISTRATIVE AGENT OR THE BANKS WITH RESPECT TO THE NOTES, ANY RIGHT BORROWER MAY HAVE TO (1) INTERPOSE ANY COUNTERCLAIM THEREIN (OTHER THAN A COUNTERCLAIM THAT IF NOT BROUGHT IN THE SUIT, ACTION OR PROCEEDING BROUGHT BY ADMINISTRATIVE AGENT OR THE BANKS COULD NOT BE BROUGHT IN A SEPARATE SUIT, ACTION OR PROCEEDING OR WOULD BE SUBJECT TO DISMISSAL OR SIMILAR DISPOSITION FOR FAILURE TO HAVE BEEN ASSERTED IN SUCH SUIT, ACTION OR PROCEEDING BROUGHT BY ADMINISTRATIVE AGENT OR THE BANKS) OR (2) HAVE THE SAME CONSOLIDATED WITH ANY OTHER OR SEPARATE SUIT, ACTION OR PROCEEDING. NOTHING HEREIN CONTAINED SHALL PREVENT OR PROHIBIT BORROWER FROM INSTITUTING OR MAINTAINING A SEPARATE ACTION AGAINST ADMINISTRATIVE AGENT OR THE BANKS WITH RESPECT TO ANY ASSERTED CLAIM.

Jurisdiction; Immunities. (a) EACH OF THE BORROWER BORROWER, ADMINISTRATIVE AGENT AND THE LENDER EACH BANK HEREBY IRREVOCABLY SUBMITS SUBMIT TO THE JURISDICTION OF ANY NEW YORK STATE OR UNITED STATES FEDERAL COURT SITTING IN NEW YORK COUNTY CITY OVER ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE NOTE NOTES OR ANY OTHER FACILITY LOAN DOCUMENT. EACH BORROWER PARTY, ADMINISTRATIVE AGENT, AND EACH OF THE BORROWER AND THE LENDER HEREBY BANK IRREVOCABLY AGREES AGREE THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE OR UNITED STATES FEDERAL COURT. EACH OF THE BORROWER PARTY, ADMINISTRATIVE AGENT, AND THE LENDER EACH BANK IRREVOCABLY CONSENTS CONSENT TO THE SERVICE OF ANY AND ALL PROCESS IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES OF SUCH PROCESS TO SUCH PERSON IN ANY BORROWER PARTY, ADMINISTRATIVE AGENT OR EACH BANK, AS THE MANNER PROVIDED IN SECTION 12.06 FOR CASE MAY BE, AT THE GIVING OF NOTICESADDRESSES SPECIFIED HEREIN. EACH OF THE BORROWER PARTY, ADMINISTRATIVE AGENT AND THE LENDER AGREES EACH BANK AGREE 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. EACH OF THE BORROWER PARTY, ADMINISTRATIVE AGENT AND THE LENDER EACH BANK FURTHER WAIVES WAIVE ANY OBJECTION TO VENUE IN SUCH THE STATE OF NEW YORK AND ANY OBJECTION TO AN ACTION OR PROCEEDING IN SUCH THE STATE OF NEW YORK ON THE BASIS OF FORUM NON CONVENIENS. EACH BORROWER FURTHER AGREES PARTY, ADMINISTRATIVE AGENT AND EACH BANK AGREE THAT ANY ACTION OR PROCEEDING BROUGHT AGAINST ANY BORROWER PARTY, ADMINISTRATIVE AGENT OR ANY BANK, AS THE LENDER CASE MAY BE, SHALL BE BROUGHT ONLY IN A NEW YORK STATE COURT SITTING IN NEW YORK CITY OR A UNITED STATES FEDERAL COURT SITTING IN NEW YORK COUNTYCITY. Nothing in this Section shall affect the right of any Borrower Party, Administrative Agent or any Bank to serve legal process in any other manner permitted by law. To the extent that any Borrower Party, Administrative Agent or any Bank have or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether from service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, each Borrower Party, Administrative Agent and each Bank hereby irrevocably waive such immunity in respect of its obligations under this Agreement, the Notes and any other Loan Document. EACH BORROWER PARTY, ADMINISTRATIVE AGENT AND EACH BANK WAIVE ANY RIGHT EACH SUCH PARTY MAY HAVE TO JURY TRIAL IN CONNECTION WITH ANY SUIT, ACTION OR PROCEEDING BROUGHT WITH RESPECT TO THIS AGREEMENT, THE NOTES OR THE LOANS. IN ADDITION, EACH BORROWER PARTY HEREBY WAIVES, IN CONNECTION WITH ANY SUIT, ACTION OR PROCEEDING BROUGHT BY ADMINISTRATIVE AGENT OR THE BANKS WITH RESPECT TO THE NOTES, ANY RIGHT ANY BORROWER PARTY MAY HAVE TO (1) INTERPOSE ANY COUNTERCLAIM THEREIN (OTHER THAN A COUNTERCLAIM THAT IF NOT BROUGHT IN THE SUIT, ACTION OR PROCEEDING BROUGHT BY ADMINISTRATIVE AGENT OR THE BANKS COULD NOT BE BROUGHT IN A SEPARATE SUIT, ACTION OR PROCEEDING OR WOULD BE SUBJECT TO DISMISSAL OR SIMILAR DISPOSITION FOR FAILURE TO HAVE BEEN ASSERTED IN SUCH SUIT, ACTION OR PROCEEDING BROUGHT BY ADMINISTRATIVE AGENT OR THE BANKS) OR (2) HAVE THE SAME CONSOLIDATED WITH ANY OTHER OR SEPARATE SUIT, ACTION OR PROCEEDING. NOTHING HEREIN CONTAINED SHALL PREVENT OR PROHIBIT ANY BORROWER PARTY FROM INSTITUTING OR MAINTAINING A SEPARATE ACTION AGAINST ADMINISTRATIVE AGENT OR THE BANKS WITH RESPECT TO ANY ASSERTED CLAIM. [Remainder of page intentionally left blank.]

Jurisdiction; Immunities. (a) EACH OF THE BORROWER AND THE LENDER HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY NEW YORK STATE OR UNITED STATES FEDERAL COURT SITTING IN NEW YORK COUNTY OVER ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, AGREEMENT OR THE NOTE OR ANY OTHER FACILITY DOCUMENTNOTES, AND EACH OF THE SUCH BORROWER AND THE LENDER HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE OR FEDERAL COURT. EACH OF THE BORROWER AND THE LENDER IRREVOCABLY CONSENTS TO THE SERVICE OF ANY AND ALL PROCESS IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES OF SUCH PROCESS BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO SUCH PERSON IN THE MANNER PROVIDED BORROWER AT ITS ADDRESS SPECIFIED IN SECTION 12.06 FOR 13.6. THE GIVING OF NOTICES. EACH OF THE BORROWER AND THE LENDER AGREES BORROWERS AGREE 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 96 90 PROVIDED BY LAW. EACH OF THE BORROWER AND THE LENDER BORROWERS FURTHER WAIVES WAIVE ANY OBJECTION TO VENUE IN SUCH STATE AND ANY OBJECTION TO AN ACTION OR PROCEEDING IN SUCH STATE ON THE BASIS OF FORUM NON CONVENIENS. BORROWER THE BORROWERS FURTHER AGREES AGREE THAT ANY ACTION OR PROCEEDING BROUGHT AGAINST THE LENDER ADMINISTRATIVE AGENT SHALL BE BROUGHT ONLY IN A NEW YORK STATE OR UNITED STATES FEDERAL COURT SITTING IN NEW YORK COUNTYYORK. THE BORROWERS, THE ADMINISTRATIVE AGENT AND EACH BANK EACH WAIVES ANY RIGHT IT MAY HAVE TO JURY TRIAL.