Common use of Jurisdiction Service of Process and Venue Clause in Contracts

Jurisdiction Service of Process and Venue. (a) Each of the Guarantors and the General Partner hereby agrees that any suit, action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby or any judgment entered by any court in respect thereof may be brought in the United States District Court for the Southern District of New York or in any New York State Court sitting in the Borough of Manhattan, New York, or, in the case of an action brought against such party, in the courts of its own corporate domicile, and hereby irrevocably submit to the jurisdiction of each such court for the purpose of any such suit, action, proceeding or judgment; provided, that nothing herein shall prevent the Administrative Agent or any Lender from enforcing any judgment obtained in any such court by proceedings in any jurisdiction whatsoever. (b) Each of the Guarantors and the General Partner hereby irrevocably appoints CT Corporation System in New York, New York (the "Process Agent"), with an office on the date hereof at 111 Eighth Avenue, 13th Floor, New York, New York 10011, as its agent xxx xxxx xxx xxxxxx xxxxxxxx-xx-xxxx xx xxx xxxx, xxxxx and stead to accept on behalf of the Guarantors and the General Partner and its property, service of copies of the summons and complaint and any other process which may be served in any such suit, action or proceeding brought in the State of New York, and each of the Guarantors and the General Partner agrees that the failure of the Process Agent to give any notice of any such service of process to the Guarantors or the General Partner shall not impair or affect the validity of such service or, to the extent permitted by applicable law, the enforcement of any judgment based thereon. Such appointment shall be irrevocable as long as the Loans are outstanding, except that if for any reason the Process Agent appointed hereby ceases to act as such, the Guarantors and the General Partner will, by an instrument reasonably satisfactory to the Administrative Agent, appoint another Person in the Borough of Manhattan as such Process Agent subject to the approval of the Administrative Agent. Each of the Guarantors and the General Partner hereby further irrevocably consents to the service of process in any suit, action or proceeding in said courts by the mailing thereof by the Administrative Agent or any Lender by registered or certified mail, postage prepaid, at its address set forth beneath its signature hereto. Each of the Guarantors and the General Partner covenants and agrees that it shall take any and all action, including the execution and filing of any and all documents, that may be necessary to continue the designation of a Process Agent pursuant to this Section 6.09 in full force and effect and to cause the Process Agent to act as such. (c) Nothing herein shall in any way be deemed to limit the ability of the Administrative Agent or any Lender to serve any such process or summonses in any other manner permitted by applicable law, or to obtain jurisdiction over the Guarantors and the General Partner in such other jurisdictions, and in such manner, as may be permitted by applicable law. (d) Each of the Guarantors and the General Partner hereby irrevocably waives, to the extent permitted by applicable law, any objection that it may now or hereafter have to the laying of the venue of any suit, action or proceeding arising out of or relating to this Agreement brought in the United States District Court for the Southern District of New York or any New York State Court sitting in the Borough of Manhattan, New York and hereby further irrevocably waives any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum and any right to which it may be entitled on account of place of residence or domicile. A final judgment (in respect of which time for all appeals has elapsed) in any such suit, action or proceeding shall be conclusive and may be enforced in any court to the jurisdiction of which the Guarantors or the General Partner is or may be subject, by suit upon judgment.

Jurisdiction Service of Process and Venue. (a) Each of the Guarantors and the General Partner hereby parties hereto agrees that any suit, action or proceeding arising out of or relating with respect to this Agreement or the transactions contemplated hereby or any judgment entered by any court in respect thereof may be brought in the United States District Court for the Southern District of New York or in any New York the Supreme Court of the State Court sitting in the Borough of Manhattan, New York, orCounty of New York, in the case of an action brought against such party, and in the courts of its own corporate domicile, in respect of actions brought against it as a defendant, and hereby irrevocably submit submits to the jurisdiction of each such court for the purpose of any such suit, action, proceeding or judgment; provided, that nothing herein shall prevent the Administrative Agent or any Lender from enforcing any judgment obtained in any such court by proceedings in any jurisdiction whatsoever. (b) Each of the Guarantors and the General Partner Guarantor hereby irrevocably appoints CT Corporation System National Registered Agents, Inc., in New York, New York (the "Process Agent"), with an office on the date hereof at 111 Eighth Avenue000 0xx Xxxxxx, 13th Floor0xx Xxxxx, New YorkXxx Xxxx, New York 10011XX 00000, as its agent xxx xxxx xxx xxxxxx xxxxxxxxand true and lawful attorney-xxin-xxxx xx xxx xxxxfact in its name, xxxxx place and stead to accept on behalf of the Guarantors and the General Partner such Guarantor and its propertyProperty, service of copies of the summons and complaint and any other process which may be served in any such suit, action or proceeding brought in the State of New York, and each of the Guarantors and the General Partner such Guarantor agrees that the failure of the Process Agent to give any notice of any such service of process to the Guarantors or the General Partner such Guarantor shall not impair or affect the validity of such service or, to the extent permitted by applicable law, the enforcement of any judgment based thereon. Such appointment shall be irrevocable as long as the Loans are outstanding, except that if for any reason the Process Agent appointed hereby ceases to act as such, the Guarantors and the General Partner such Guarantor will, by an instrument reasonably satisfactory to the Administrative Agent, appoint another Person in the Borough of Manhattan Manhattan, New York as such Process Agent subject to the approval (which approval shall not be unreasonably withheld) of the Administrative Agent. Each of the Guarantors and the General Partner Guarantor hereby further irrevocably consents to the service of process in any suit, action or proceeding in said courts by the mailing thereof by the Administrative Agent or any Lender Bank by registered or certified mail, postage prepaid, at its address set forth beneath its signature hereto. Each of the Guarantors and the General Partner Guarantor covenants and agrees that it shall take any and all reasonable action, including the execution and filing of any and all documents, that may be necessary to continue the designation of a Process Agent pursuant to this Section 6.09 in full force and effect and to cause the Process Agent to act as such. (c) Nothing herein shall in any way be deemed to limit the ability of the Administrative Agent or any Lender Bank to serve any such process or summonses in any other manner permitted by applicable law, or to obtain jurisdiction over the Guarantors and the General Partner in such other jurisdictions, and in such manner, as may be permitted by applicable law. (d) Each of the Guarantors and the General Partner Guarantor hereby irrevocably waives, to the extent permitted by applicable law, any objection that it may now or hereafter have to the laying of the venue of any suit, action or proceeding arising out of or relating to this Agreement brought in the United States District Court for the Southern District of New York or any New York State Court sitting Guaranty Agreement in the Borough of Manhattan, New York and hereby further irrevocably waives any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum and any right to which it may be entitled on account of place of residence or domicile. A final judgment (in respect of which time for all appeals has elapsed) in any such suit, action or proceeding shall be conclusive and may be enforced in any court to the jurisdiction of which the Guarantors or the General Partner any Guarantor is or may be subject, by suit upon judgment.

Jurisdiction Service of Process and Venue. (a) Each of the Guarantors Guarantor and the General Partner hereby agrees that any suit, action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby or any judgment entered by any court in respect thereof may be brought in the United States District Court for the Southern District of New York or in any New York State Court sitting in the Borough of Manhattan, New York, or, in the case of an action brought against such party, in the courts of its own corporate domicile, and hereby irrevocably submit to the jurisdiction of each such court for the purpose of any such suit, action, proceeding or judgment; provided, that nothing herein shall prevent the Administrative Agent or any Lender from enforcing any judgment obtained in any such court by proceedings in any jurisdiction whatsoever. (b) Each of the Guarantors Guarantor and the General Partner hereby irrevocably appoints CT Corporation System in New York, New York (the "Process Agent"), with an office on the date hereof at 111 Eighth Avenue, 13th Floor, New York, New York 10011, as its agent xxx xxxx xxx xxxxxx xxxxxxxx-xx-xxxx xx xxx xxxx, xxxxx and stead to accept on behalf of the Guarantors Guarantor and the General Partner and its property, service of copies of the summons and complaint and any other process which may be served in any such suit, action or proceeding brought in the State of New York, and each of the Guarantors Guarantor and the General Partner agrees that the failure of the Process Agent to give any notice of any such service of process to the Guarantors Guarantor or the General Partner shall not impair or affect the validity of such service or, to the extent permitted by applicable law, the enforcement of any judgment based thereon. Such appointment shall be irrevocable as long as the Loans are outstanding, except that if for any reason the Process Agent appointed hereby ceases to act as such, the Guarantors Guarantor and the General Partner will, by an instrument reasonably satisfactory to the Administrative Agent, appoint another Person in the Borough of Manhattan as such Process Agent subject to the approval of the Administrative Agent. Each of the Guarantors Guarantor and the General Partner hereby further irrevocably consents to the service of process in any suit, action or proceeding in said courts by the mailing thereof by the Administrative Agent or any Lender by registered or certified mail, postage prepaid, at its address set forth beneath its signature hereto. Each of the Guarantors Guarantor and the General Partner covenants and agrees that it shall take any and all action, including the execution and filing of any and all documents, that may be necessary to continue the designation of a Process Agent pursuant to this Section 6.09 in full force and effect and to cause the Process Agent to act as such. (c) Nothing herein shall in any way be deemed to limit the ability of the Administrative Agent or any Lender to serve any such process or summonses in any other manner permitted by applicable law, or to obtain jurisdiction over the Guarantors Guarantor and the General Partner in such other jurisdictions, and in such manner, as may be permitted by applicable law. (d) Each of the Guarantors Guarantor and the General Partner hereby irrevocably waives, to the extent permitted by applicable law, any objection that it may now or hereafter have to the laying of the venue of any suit, action or proceeding arising out of or relating to this Agreement brought in the United States District Court for the Southern District of New York or any New York State Court sitting in the Borough of Manhattan, New York and hereby further irrevocably waives any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum and any right to which it may be entitled on account of place of residence or domicile. A final judgment (in respect of which time for all appeals has elapsed) in any such suit, action or proceeding shall be conclusive and may be enforced in any court to the jurisdiction of which the Guarantors Guarantor or the General Partner is or may be subject, by suit upon judgment.

Jurisdiction Service of Process and Venue. (a) Each of the Guarantors The Sponsor hereby irrevocably consents and the General Partner hereby agrees that any suitlegal action, action suit or proceeding against it with respect to its obligations, liabilities or any other matter under or arising out of or relating to in connection with this Agreement or the transactions contemplated hereby or any judgment entered by any court in respect thereof may be brought in the United States District Court for the Southern District of New York any Federal or in any New York State Court sitting court located in the Borough of Manhattan, The City of New York, or, in the case of an action brought against such party, in the courts of its own corporate domicile, and hereby irrevocably submit accepts and submits to the non-exclusive jurisdiction of each such court for with respect to any such action, suit or proceeding. Each party hereto waives any objection which it may now or hereafter have to the purpose laying of venue of any such suitof the aforesaid actions, action, proceeding suits or judgment; provided, that nothing herein shall prevent the Administrative Agent or any Lender from enforcing any judgment obtained proceedings brought in any such court by proceedings and hereby further waives and agrees not to plead or claim in any jurisdiction whatsoeversuch court that any such action, suit or proceeding brought therein has been brought in an inconvenient forum. (b) Each The Sponsor agrees that a final judgment against it in any action, suit or proceeding taken in a New York court or New York Federal court in accordance with clause (a) shall be conclusive and may be enforced in any jurisdiction by suit on the judgment, a certified copy of the Guarantors and the General Partner which judgment shall be conclusive evidence thereof, or by any other means provided by applicable law. (c) The Sponsor hereby irrevocably appoints CT Corporation System in New York, New York (the "Process Agent")System, with an office on offices at the date hereof of this Agreement at 111 Eighth Avenue000 0xx Xxxxxx, 13th FloorXxx Xxxx, New York, New York 10011Xxx Xxxx 00000, as its authorized agent xxx xxxx xxx xxxxxx xxxxxxxx-xx-xxxx xx xxx xxxx, xxxxx on which any and stead to accept on behalf of the Guarantors and the General Partner and its property, service of copies of the summons and complaint and any other all legal process which may be served in any such suitaction, action suit or proceeding brought in any Federal or State court located in the State Borough of Manhattan, The City of New York. The Sponsor agrees that service of process in respect of it upon such agent, and each together with written notice of the Guarantors and the General Partner such service given as provided in Section 7.04, shall be deemed to be effective service of process upon it in any such action, suit or proceeding. The Sponsor agrees that the failure of the Process Agent such agent to give any notice to it of any such service of process to the Guarantors or the General Partner shall not impair or affect the validity of such service or, to the extent permitted by applicable law, the enforcement of or any judgment rendered in any action, suit or proceeding based thereon. Such appointment shall be irrevocable as long as the Loans are outstanding, except that if If for any reason the Process Agent appointed hereby ceases such agent shall cease to be available to act as such, the Guarantors and the General Partner will, by an instrument reasonably satisfactory Sponsor agrees to the Administrative Agent, appoint another Person designate a new agent in the Borough of Manhattan as such Process Agent subject to Manhattan, The City of New York, on the approval terms and for the purposes of the Administrative Agent. Each of the Guarantors and the General Partner hereby further irrevocably consents to the service of process in any suit, action or proceeding in said courts by the mailing thereof by the Administrative Agent or any Lender by registered or certified mail, postage prepaid, at its address set forth beneath its signature hereto. Each of the Guarantors and the General Partner covenants and agrees that it shall take any and all action, including the execution and filing of any and all documents, that may be necessary to continue the designation of a Process Agent pursuant to this Section 6.09 in full force and effect and to cause the Process Agent to act as such. (c) 7.07. Nothing herein shall in any way be deemed to limit the ability of the Administrative Collateral Agent or any Lender to serve any such legal process or summonses in any other manner permitted by applicable law, law or to obtain jurisdiction over the Guarantors and the General Partner Sponsor or bring actions, suits or proceedings against it in such other jurisdictions, and in such manner, as may be permitted or required by applicable law. (d) Each To the extent that the Sponsor has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution, sovereign immunity or otherwise) with respect to itself or its property, the Guarantors and the General Partner Sponsor hereby irrevocably waiveswaives such immunity, to the fullest extent permitted by applicable law, any objection that it may now or hereafter have to the laying of the venue of any suit, action or proceeding arising out of or relating to this Agreement brought in the United States District Court for the Southern District of New York or any New York State Court sitting in the Borough of Manhattan, New York and hereby further irrevocably waives any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum and any right to which it may be entitled on account of place of residence or domicile. A final judgment (in respect of which time for all appeals has elapsed) in any such suit, action or proceeding shall be conclusive and may be enforced in any court to the jurisdiction of which the Guarantors or the General Partner is or may be subject, by suit upon judgmentits obligations under this Agreement.

Jurisdiction Service of Process and Venue. (a) Each of the Guarantors and the General Partner hereby parties hereto agrees that any suit, action or proceeding arising out of or relating with respect to this Agreement or the transactions contemplated hereby Notes or any judgment entered by any court in respect thereof may be brought in the United States District Court for the Southern District of New York or in any New York the Credit Agreement Xxxxxxx Xxxxx of the State Court sitting in the Borough of Manhattan, New York, orCounty of New York, in the case of an action brought against such party, and in the courts of its own corporate domicile, in respect of actions brought against it as a defendant, and hereby irrevocably submit submits to the jurisdiction of each such court for the purpose of any such suit, action, proceeding or judgment; provided, that nothing herein shall prevent the Administrative Agent or any Lender from enforcing any judgment obtained in any such court by proceedings in any jurisdiction whatsoever. (b) Each of the Guarantors and the General Partner The Borrower hereby irrevocably appoints CT Corporation System National Registered Agents, Inc., in New York, New York (the "Process Agent"), with an office on the date hereof at 111 Eighth Avenue000 0xx Xxxxxx, 13th Floor0xx Xxxxx, New YorkXxx Xxxx, New York 10011XX 00000, as its agent xxx xxxx xxx xxxxxx xxxxxxxxand true and lawful attorney-xxin-xxxx xx xxx xxxxfact in its name, xxxxx place and stead to accept on behalf of the Guarantors and the General Partner Borrower and its property, Property service of copies of the summons and complaint and any other process which may be served in any such suit, action or proceeding brought in the State of New York, and each of the Guarantors and the General Partner Borrower agrees that the failure of the Process Agent to give any notice of any such service of process to the Guarantors or the General Partner Borrower shall not impair or affect the validity of such service or, to the extent permitted by applicable law, the enforcement of any judgment based thereon. Such appointment shall be irrevocable as long as the Loans are outstanding, except that if for any reason the Process Agent appointed hereby ceases to act as such, the Guarantors and the General Partner Borrower will, by an instrument reasonably satisfactory to the Administrative Agent, appoint another Person in the Borough of Manhattan Manhattan, New York as such Process Agent subject to the approval of the Administrative Agent. Each of the Guarantors and the General Partner The Borrower hereby further irrevocably consents to the service of process in any suit, action or proceeding in said courts by the mailing thereof by the Administrative Agent or any Lender Bank by registered or certified mail, postage prepaid, at its address set forth beneath its signature hereto. Each of the Guarantors and the General Partner The Borrower covenants and agrees that it shall take any and all reasonable action, including the execution and filing of any and all documents, that may be necessary to continue the designation of a Process Agent pursuant to this Section 6.09 in full force and effect and to cause the Process Agent to act as such. (c) Nothing herein shall in any way be deemed to limit the ability of the Administrative Agent or any Lender Bank to serve any such process or summonses summons in any other manner permitted by applicable law, or to obtain jurisdiction over the Guarantors and the General Partner in such other jurisdictions, and in such manner, as may be permitted by applicable law. (d) Each of the Guarantors and the General Partner The Borrower hereby irrevocably waives, to the extent permitted by applicable law, any objection that it may now or hereafter have to the laying of the venue of any suit, action or proceeding arising out of or relating to this Agreement or the Notes brought in the United States District Court for the Southern District of New York or in any New York State Court sitting in the Borough of Manhattan, New York York, and hereby further irrevocably waives any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum and any right to which it may be entitled on account of place of residence or domicile. A final judgment (in respect of which time for all appeals has elapsed) in any such suit, action or proceeding shall be conclusive and may be enforced in any court to the jurisdiction of which the Guarantors or the General Partner Borrower is or may be subject, by suit upon judgment.

Jurisdiction Service of Process and Venue. (a) Each of the Guarantors and the General Partner hereby parties hereto agrees that any suit, action or proceeding arising out of or relating with respect to this Agreement or the transactions contemplated hereby or any judgment entered by any court in respect thereof may be brought in the United States District Court for the Southern District of New York or in any New York the Supreme Court of the State Court sitting in the Borough of Manhattan, New York, orCounty of New York, in the case of an action brought against such party, and in the courts of its own corporate domicile, in respect of actions brought against it as a defendant, and hereby irrevocably submit submits to the jurisdiction of each such court for the purpose of any such suit, action, proceeding or judgment; provided, that nothing herein shall prevent the Administrative Agent or any Lender from enforcing any judgment obtained in any such court by proceedings in any jurisdiction whatsoever. (b) Each of the Guarantors and the General Partner Guarantor hereby irrevocably appoints CT Corporation System in New York, New York (the "“Process Agent"”), with an office on the date hereof at 111 Eighth Avenue000 Xxxxxx Xxxxxx, 13th Floor00xx Xxxxx, New YorkXxx Xxxx, New York 10011XX 00000, as its agent xxx xxxx xxx xxxxxx xxxxxxxxand true and lawful attorney-xxin-xxxx xx xxx xxxxfact in its name, xxxxx place and stead to accept on behalf of the Guarantors and the General Partner such Guarantor and its propertyProperty, service of copies of the summons and complaint and any other process which may be served in any such suit, action or proceeding brought in the State of New York, and each of the Guarantors and the General Partner agrees that the failure of the Process Agent to give any notice of any such service of process to the Guarantors or the General Partner shall not impair or affect the validity of such service or, to the extent permitted by applicable law, the enforcement of any judgment based thereon. Such appointment shall be irrevocable as long as the Loans are outstanding, except that if for any reason the Process Agent appointed hereby ceases to act as such, the Guarantors and the General Partner affected Guarantor will, by an instrument reasonably satisfactory to the Administrative Agent, appoint another Person in the Borough of Manhattan as such Process Agent subject to the approval (which approval shall not be unreasonably withheld) of the Administrative Agent. Each of the Guarantors and the General Partner Guarantor hereby further irrevocably consents to the service of process in any suit, action or proceeding in said courts by the mailing thereof by the Administrative Agent or any Lender Bank by registered or certified mail, postage prepaid, at its address set forth beneath its signature hereto. Each of the Guarantors and the General Partner Guarantor covenants and agrees that it shall take any and all reasonable action, including the execution and filing of any and all documents, that may be necessary to continue the designation of a Process Agent pursuant to this Section 6.09 in full force and effect and to cause the Process Agent to act as such. (c) Nothing herein shall in any way be deemed to limit the ability of the Administrative Agent or any Lender Bank to serve any such process or summonses in any other manner permitted by applicable law, or to obtain jurisdiction over the Guarantors and the General Partner in such other jurisdictions, and in such manner, as may be permitted by applicable law. (d) Each of the Guarantors and the General Partner parties hereto hereby irrevocably waives, to the extent permitted by applicable law, any objection that it may now or hereafter have to the laying of the venue of any suit, action or proceeding arising out of or relating to this Agreement brought in the United States District Court for the Southern District of New York or any New York State Court sitting in the Borough of Manhattan, New York and hereby further irrevocably waives any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum and any right to which it may be entitled on account of place of residence or domicile. A final judgment (in respect of which time for all appeals has elapsed) in any such suit, action or proceeding shall be conclusive and may be enforced in any court to the jurisdiction of which the Guarantors or the General Partner any party hereto is or may be subject, by suit upon judgment.

Jurisdiction Service of Process and Venue. (a) Each of the Guarantors and the General Partner hereby parties hereto agrees that any suit, action or proceeding arising out of or relating with respect to this Agreement or the transactions contemplated hereby Notes or the Security Agreements or the Account Control Agreement or any judgment entered by any court in respect thereof may be brought in the United States District Court for the Southern District of New York or in any New York the Supreme Court of the State Court sitting in the Borough of Manhattan, New York, orCounty of New York, in the case of an action brought against such party, and in the courts of its own corporate domicile, in respect of actions brought against it as a defendant, and hereby irrevocably submit submits to the jurisdiction of each such court for the purpose of any such suit, action, proceeding or judgment; provided, that nothing herein shall prevent the Administrative Agent or any Lender from enforcing any judgment obtained in any such court by proceedings in any jurisdiction whatsoever. (b) Each of the Guarantors The Borrower and the General Partner each Guarantor hereby irrevocably appoints CT Corporation System in New York, New York (the "Process Agent"), with an office on the date hereof at 111 Eighth 8th Avenue, 13th Floor, New York, New York 10011, as its agent xxx xxxx xxx and true and xxxxxx xxxxxxxx-xx-xxxx xx xxx xxxx, xxxxx place and stead to accept on behalf of the Guarantors Borrower, each Guarantor and the General Partner their respective Property and its property, revenues service of copies of the summons and complaint and any other process which may be served in any such suit, action or proceeding brought in the State of New York, and each of the Guarantors Borrower and the General Partner each Guarantor agrees that the failure of the Process Agent to give any notice of any such service of process to the Guarantors Borrower or the General Partner such Guarantor shall not impair or affect the validity of such service or, to the extent permitted by applicable law, the enforcement of any judgment based thereon. Such appointment shall be irrevocable as long as the Loans are outstanding, except that if for any reason the Process Agent appointed hereby ceases to act as such, the Guarantors and the General Partner will, by an instrument reasonably satisfactory to the Administrative Agent, appoint another Person in the Borough of Manhattan as such Process Agent subject to the approval of the Administrative Agent. Each of the Guarantors and the General Partner hereby further irrevocably consents to the service of process in any suit, action or proceeding in said courts by the mailing thereof by the Administrative Agent or any Lender by registered or certified mail, postage prepaid, at its address set forth beneath its signature hereto. Each of the Guarantors and the General Partner covenants and agrees that it shall take any and all action, including the execution and filing of any and all documents, that may be necessary to continue the designation of a Process Agent pursuant to this Section 6.09 in full force and effect and to cause the Process Agent to act as such. (c) Nothing herein shall in any way be deemed to limit the ability of the Administrative Agent or any Lender to serve any such process or summonses in any other manner permitted by applicable law, or to obtain jurisdiction over the Guarantors and the General Partner in such other jurisdictions, and in such manner, as may be permitted by applicable law. (d) Each of the Guarantors Borrower and the General Partner each Guarantor hereby irrevocably waives, waives to the fullest extent permitted by applicable law, law any objection that it may now or hereafter have to the laying of the venue of any suit, action or proceeding arising out of or relating to this Agreement or the Notes brought in the United States District Court for the Southern District of New York or any New York the Supreme Court of the State Court sitting in the Borough of Manhattan, New York and hereby further irrevocably waives to the fullest extent permitted by law any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum and any right to which it may be entitled on account of place of residence or domicile. A final judgment (in respect of which time for all appeals has elapsed) in any such suit, action or proceeding shall be conclusive and may be enforced in any court to the jurisdiction of which the Guarantors Borrower or the General Partner any Guarantor is or may be subject, by suit upon judgment.

Jurisdiction Service of Process and Venue. (a) Each of the Guarantors and the General Partner hereby The Guarantor agrees that any suit, action or proceeding arising out of or relating with respect to this Agreement or the transactions contemplated hereby or any judgment entered by any court in respect thereof may be brought in the United States District Court for the Southern District of New York or in any New York the Supreme Court of the State Court sitting in the Borough of Manhattan, New York, orCounty of New York, in the case of an action brought against such party, and in the courts of its own corporate domicile, in respect of actions brought against it as a defendant, and hereby irrevocably submit submits to the jurisdiction of each such court for the purpose of any such suit, action, proceeding or judgment; provided, that nothing herein shall prevent the Administrative Agent or any Lender from enforcing any judgment obtained in any such court by proceedings in any jurisdiction whatsoever. (b) Each of the Guarantors and the General Partner The Guarantor hereby irrevocably appoints CT Corporation System in New York, New York (the "Process Agent"), with an office on the date hereof at 111 Eighth Avenue000 Xxxxxx Xxxxxx, 13th Floor00xx Xxxxx, New YorkXxx Xxxx, New York 10011XX 00000, as its agent xxx xxxx xxx xxxxxx xxxxxxxxand true and lawful attorney-xxin-xxxx xx xxx xxxxfact in its name, xxxxx place and stead to accept on behalf of the Guarantors and the General Partner Guarantor and its propertyProperty, service of copies of the summons and complaint and any other process which may be served in any such suit, action or proceeding brought in the State of New York, and each of the Guarantors and the General Partner agrees that the failure of the Process Agent to give any notice of any such service of process to the Guarantors or the General Partner shall not impair or affect the validity of such service or, to the extent permitted by applicable law, the enforcement of any judgment based thereon. Such appointment shall be irrevocable as long as the Loans are outstanding, except that if for any reason the Process Agent appointed hereby ceases to act as such, the Guarantors and the General Partner Guarantor will, by an instrument reasonably satisfactory to the Administrative AgentSenior Lenders, appoint another Person in the Borough of Manhattan as such Process Agent subject to the approval (which approval shall not be unreasonably withheld) of the Administrative AgentSenior Lenders. Each of the Guarantors and the General Partner The Guarantor hereby further irrevocably consents to the service of process in any suit, action or proceeding in said courts by the mailing thereof by the Administrative Agent or any Lender Senior Lenders by registered or certified mail, postage prepaid, at its address set forth beneath its signature hereto. Each of the Guarantors and the General Partner The Guarantor covenants and agrees that it shall take any and all reasonable action, including the execution and filing of any and all documents, that may be necessary to continue the designation of a Process Agent pursuant to this Section 6.09 in full force and effect and to cause the Process Agent to act as such. (c) Nothing herein shall in any way be deemed to limit the ability of the Administrative Agent or any Lender Senior Lenders to serve any such process or summonses in any other manner permitted by applicable law, or to obtain jurisdiction over the Guarantors and the General Partner in such other jurisdictions, and in such manner, as may be permitted by applicable law. (d) Each of the Guarantors and the General Partner The Guarantor hereby irrevocably waives, to the extent permitted by applicable law, any objection that it may now or hereafter have to the laying of the venue of any suit, action or proceeding arising out of or relating to this Agreement brought in the United States District Court for the Southern District of New York or any New York State Court sitting in the Borough of Manhattan, New York and hereby further irrevocably waives any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum and any right to which it may be entitled on account of place of residence or domicile. A final judgment (in respect of which time for all appeals has elapsed) in any such suit, action or proceeding shall be conclusive and may be enforced in any court to the jurisdiction of which the Guarantors or the General Partner any party hereto is or may be subject, by suit upon judgment.