Common use of Jurisdiction; Service of Process Clause in Contracts

Jurisdiction; Service of Process. Any Action with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other Party or Parties or their successors or assigns, in each case, shall be brought and determined exclusively in the courts of the State of New York sitting in the borough of Manhattan and the United States District Court having jurisdiction over New York County, New York. . Each of the Parties hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action with respect to this Agreement (i) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve in accordance with this Section 8.17, (ii) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (iii) to the fullest extent permitted by applicable law, any claim that (A) the action in such court is brought in an inconvenient forum, (B) the venue of such action is improper or (C) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each of the Parties further agrees that no Party to this Agreement shall be required to obtain, furnish or post any bond or similar instrument in connection with or as a condition to obtaining any remedy referred to in this Section 8.17 and each Party waives any objection to the imposition of such relief or any right it may have to require the obtaining, furnishing or posting of any such bond or similar instrument. The Parties hereby agree that mailing of process or other papers in connection with any such action or proceeding in the manner provided in Section 8.18, or in such other manner as may be permitted by law, shall be valid and sufficient service thereof and hereby waive any objections to service accomplished in the manner herein provided. NOTWITHSTANDING THIS SECTION 8.17, ANY DISPUTE REGARDING SECTION 2.02, SECTION 2.06 OR SECTION 3.03 SHALL BE RESOLVED IN ACCORDANCE WITH SECTION 8.02; PROVIDED THAT THE TERMS OF SECTION 8.02 MAY BE ENFORCED BY EITHER PARTY IN ACCORDANCE WITH THE TERMS OF THIS SECTION 8.17.

Jurisdiction; Service of Process. Any Action with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other Party or Parties or their successors or assigns, in each case, shall be brought and determined exclusively in the courts Delaware Court of Chancery and any state appellate court therefrom within the State of New York sitting in Delaware (or, if the borough Delaware Court of Manhattan and the United States District Court having Chancery declines to accept jurisdiction over New York Countya particular matter, New York. any state or federal court within the State of Delaware). Each of the Parties hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action Action with respect to this Agreement (i) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve in accordance with this Section 8.17, (ii) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (iii) to the fullest extent permitted by applicable lawLaw, any claim that (A) the action Action in such court is brought in an inconvenient forum, (B) the venue of such action Action is improper or (C) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each of the Parties further agrees that no Party to this Agreement shall be required to obtain, furnish or post any bond or similar instrument in connection with or as a condition to obtaining any remedy referred to in this Section 8.17 and each Party waives any objection to the imposition of such relief or any right it may have to require the obtaining, furnishing or posting of any such bond or similar instrument. The Parties hereby agree that mailing of process or other papers in connection with any such action or proceeding in the manner provided in Section 8.18, or in such other manner as may be permitted by lawLaw, shall be valid and sufficient service thereof and hereby waive any objections to service accomplished in the manner herein provided. NOTWITHSTANDING THIS SECTION 8.17, ANY DISPUTE REGARDING SECTION 2.02, 2.02 OR SECTION 2.06 OR SECTION 3.03 SHALL BE RESOLVED IN ACCORDANCE WITH SECTION 8.02; PROVIDED THAT THE TERMS OF SECTION 8.02 MAY BE ENFORCED BY EITHER PARTY IN ACCORDANCE WITH THE TERMS OF THIS SECTION 8.17.

Jurisdiction; Service of Process. Any Action with respect Subject to this Agreement and the rights and obligations arising hereunderSection 17, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other Party or Parties or their successors or assigns, in each case, shall be brought and determined exclusively in the courts of the State of New York sitting in the borough of Manhattan and the United States District Court having jurisdiction over New York County, New York. . Each of the Parties hereby irrevocably waivesand unconditionally submits, for itself and its property, to the exclusive jurisdiction of the Court of Chancery of the State of Delaware, or, if (and only if) such court finds it lacks subject matter jurisdiction, the federal court of the United States of America sitting in Delaware, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwiseappellate courts thereof, in any action with respect or proceeding arising out of or relating to this Agreement for recognition or enforcement of any judgment relating hereto, and each of the Parties hereby irrevocably and unconditionally (i) agrees not to commence any claim that it is not personally subject to such action or proceeding except in the jurisdiction Court of Chancery of the above named State of Delaware, or, if (and only if) such court finds it lacks subject matter jurisdiction, the federal court of the United States of America sitting in Delaware, and appellate courts for any reason other than the failure to serve in accordance with this Section 8.17thereof, (ii) agrees that any claim that it or its property is exempt or immune from jurisdiction in respect of any such action or proceeding may be heard and determined in the Court of Chancery of the State of Delaware, or, if (and only if) such court finds it lacks subject matter jurisdiction, the federal court of the United States of America sitting in Delaware, and appellate courts thereof, (iii) waives, to the fullest extent it may legally and effectively do so, any objection that it may now or from hereafter have to the laying of venue of any legal process commenced such action or proceeding in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (iiiiv) waives, to the fullest extent permitted by applicable lawLaw, any claim that (A) the action in such court is brought in defense of an inconvenient forum, (B) forum to the venue maintenance of such action is improper or (C) this Agreement, or the subject matter hereof, may not be enforced proceeding in or by such courts. Each of the Parties further agrees that no Party to this Agreement shall be required to obtain, furnish or post any bond or similar instrument in connection with or as a condition to obtaining any remedy referred to in this Section 8.17 and each Party waives any objection to the imposition of such relief or any right it may have to require the obtaining, furnishing or posting of any such bond or similar instrument. The Parties hereby agree that mailing of process or other papers in connection with any such action or proceeding in the manner provided in Section 8.1822, or in such other manner as may be permitted by lawLaw, shall be valid and sufficient service thereof and hereby waive any objections to service accomplished in the manner herein provided. NOTWITHSTANDING THIS SECTION 8.17, ANY DISPUTE REGARDING SECTION 2.02, SECTION 2.06 OR SECTION 3.03 SHALL BE RESOLVED IN ACCORDANCE WITH SECTION 8.02; PROVIDED THAT THE TERMS OF SECTION 8.02 MAY BE ENFORCED BY EITHER PARTY IN ACCORDANCE WITH THE TERMS OF THIS SECTION 8.17.

Jurisdiction; Service of Process. Any Action with respect Subject to this Agreement and the rights and obligations arising hereunderSection 18, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other Party or Parties or their successors or assigns, in each case, shall be brought and determined exclusively in the courts of the State of New York sitting in the borough of Manhattan and the United States District Court having jurisdiction over New York County, New York. . Each of the Parties hereby irrevocably waivesand unconditionally submits, for itself and its property, to the exclusive jurisdiction of the Court of Chancery of the State of Delaware, or, if (and only if) such court finds it lacks subject matter jurisdiction, the federal court of the United States of America sitting in Delaware, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwiseappellate courts thereof, in any action with respect or proceeding arising out of or relating to this Agreement for recognition or enforcement of any judgment relating hereto, and each of the Parties hereby irrevocably and unconditionally (i) agrees not to commence any claim that it is not personally subject to such action or proceeding except in the jurisdiction Court of Chancery of the above named State of Delaware, or, if (and only if) such court finds it lacks subject matter jurisdiction, the federal court of the United States of America sitting in Delaware, and appellate courts for any reason other than the failure to serve in accordance with this Section 8.17thereof, (ii) agrees that any claim that it or its property is exempt or immune from jurisdiction in respect of any such action or proceeding may be heard and determined in the Court of Chancery of the State of Delaware, or, if (and only if) such court finds it lacks subject matter jurisdiction, the federal court of the United States of America sitting in Delaware, and appellate courts thereof, (iii) waives, to the fullest extent it may legally and effectively do so, any objection that it may now or from hereafter have to the laying of venue of any legal process commenced such action or proceeding in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (iiiiv) waives, to the fullest extent permitted by applicable lawLaw, any claim that (A) the action in such court is brought in defense of an inconvenient forum, (B) forum to the venue maintenance of such action is improper or (C) this Agreement, or the subject matter hereof, may not be enforced proceeding in or by such courts. Each of the Parties further agrees that no Party to this Agreement shall be required to obtain, furnish or post any bond or similar instrument in connection with or as a condition to obtaining any remedy referred to in this Section 8.17 and each Party waives any objection to the imposition of such relief or any right it may have to require the obtaining, furnishing or posting of any such bond or similar instrument. The Parties hereby agree that mailing of process or other papers in connection with any such action or proceeding in the manner provided in Section 8.1823, or in such other manner as may be permitted by lawLaw, shall be valid and sufficient service thereof and hereby waive any objections to service accomplished in the manner herein provided. NOTWITHSTANDING THIS SECTION 8.17, ANY DISPUTE REGARDING SECTION 2.02, SECTION 2.06 OR SECTION 3.03 SHALL BE RESOLVED IN ACCORDANCE WITH SECTION 8.02; PROVIDED THAT THE TERMS OF SECTION 8.02 MAY BE ENFORCED BY EITHER PARTY IN ACCORDANCE WITH THE TERMS OF THIS SECTION 8.17.

Jurisdiction; Service of Process. Any Action with respect action or proceeding initiated prior to the Closing and arising out of or relating to this Agreement and or any transaction contemplated hereby shall be brought in the rights and obligations arising hereunderUnited States District Court for the Southern District of New York, or for recognition and enforcement of any judgment or, if a party cannot acquire jurisdiction in respect of this Agreement and the rights and obligations arising hereunder brought by the other Party or Parties or their successors or assigns, in each casesuch federal court, shall be brought and determined exclusively in the courts of the State of New York sitting in the borough York, County of New York, Borough of Manhattan (and the United States District Court having jurisdiction over parties shall seek to have the matter tried by the Special Commercial Part of the New York CountySupreme Court), New York. . Each and each of the Parties hereby parties irrevocably waivessubmits to the exclusive jurisdiction of each such court in any such action or proceeding, waives any objection it may now or hereafter have to venue or to convenience of forum, agrees that all claims in respect of the action or proceeding shall be heard and determined only in any such court and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in bring any action with respect or proceeding arising out of or relating to this Agreement (i) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve in accordance with this Section 8.17, (ii) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (iii) to the fullest extent permitted by applicable law, any claim that (A) the action in such court is brought in an inconvenient forum, (B) the venue of such action is improper or (C) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each of the Parties further agrees that no Party to this Agreement shall be required to obtain, furnish or post any bond or similar instrument in connection with or as a condition to obtaining any remedy referred to in this Section 8.17 and each Party waives any objection to the imposition of such relief or any right it may have to require the obtainingtransaction contemplated hereby in any other court; provided, furnishing or posting of any such bond or similar instrument. The Parties hereby agree however, that mailing of process or other papers in connection with any such action or proceeding in which remains outstanding at the manner provided in Section 8.18, or in such other manner as may be permitted by law, Closing shall be valid withdrawn from such court on or prior to the Closing Date and sufficient service thereof submitted to arbitration pursuant to Section 11.10.1 without prejudicing in any way any claim of either party thereto. For the avoidance of doubt, any action or proceeding brought under this Section 11.9.1 for which a judgment has been rendered shall not be deemed an outstanding action or proceeding at the Closing and hereby neither party may submit such judgment to arbitration under Section 11.10.1 after the Closing or otherwise appeal or seek to review such judgment. The parties agree that any or all of them may file a copy of this paragraph with any court as written evidence of the knowing, voluntary and bargained agreement among the parties irrevocably to waive any objections to service accomplished venue or to convenience of forum. Process in any action or proceeding referred to in the manner herein provided. NOTWITHSTANDING THIS SECTION 8.17, ANY DISPUTE REGARDING SECTION 2.02, SECTION 2.06 OR SECTION 3.03 SHALL BE RESOLVED IN ACCORDANCE WITH SECTION 8.02; PROVIDED THAT THE TERMS OF SECTION 8.02 MAY BE ENFORCED BY EITHER PARTY IN ACCORDANCE WITH THE TERMS OF THIS SECTION 8.17first sentence of this Section may be served on any party anywhere in the world.

Jurisdiction; Service of Process. Any Action Each of the Parties irrevocably agrees that any legal action or proceeding brought by any Party with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other another Party or Parties or their its successors or assigns, in each case, shall be brought and determined exclusively in the courts of Delaware Chancery Court or, if such court shall not have jurisdiction, any federal court located in the State of New York sitting Delaware or other Delaware state court. Each of the Parties hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the borough personal jurisdiction of Manhattan the aforesaid courts and agrees that it will not bring any action relating to this Agreement or any of the United States District Court having jurisdiction over New York County, New York. transactions contemplated by this Agreement in any court other than the aforesaid courts. Each of the Parties hereby irrevocably waives, and agrees not to assert, by way of motion, assert as a defense, counterclaim or otherwise, in any action or proceeding brought by any Party with respect to this Agreement Agreement, (ia) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve in accordance with this Section 8.175.10, (iib) any claim that it or its property is exempt or immune from the jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) ), and (iiic) waives, to the fullest extent permitted by applicable law, any claim that (Ai) the such suit, action or proceeding in such court is brought in an inconvenient forum, (Bii) the venue of such suit, action or proceeding is improper improper, or (Ciii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each of the Parties further irrevocably agrees that, subject to any available appeal rights, any decision, order, or judgment issued by such above named courts shall be binding and enforceable, and irrevocably agrees to abide by any such decision, order, or judgment. Each of the Parties hereto agrees that no Party to this Agreement shall be required to obtain, furnish or post any bond or similar instrument in connection with or as a condition to obtaining any remedy referred to in this Section 8.17 and each Party waives any objection to the imposition of such relief or any right it may have to require the obtaining, furnishing or posting of any such bond or similar instrument. The Parties hereby agree that mailing service of process or other papers upon such Party in connection with any such action or proceeding in the manner provided in Section 8.18, or in such other manner as may be permitted by law, shall be valid and sufficient service thereof and hereby waive any objections to service accomplished effective if such process is given as a notice in the manner herein providedaccordance with Section 5.11. NOTWITHSTANDING THIS SECTION 8.17Section 5.10, ANY DISPUTE REGARDING SECTION 2.02, SECTION 2.06 OR SECTION 3.03 A MATTER COVERED BY Section 5.02 SHALL BE RESOLVED IN ACCORDANCE WITH SECTION 8.02Section 5.02; PROVIDED THAT THE TERMS OF SECTION 8.02 Section 5.02 MAY BE ENFORCED BY EITHER PARTY IN ACCORDANCE WITH THE TERMS OF THIS SECTION 8.17Section 5.10.

Jurisdiction; Service of Process. Any Action with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other Party or Parties or their successors or assigns, in each case, shall be brought and determined exclusively in the courts Delaware Court of Chancery and any state appellate court therefrom within the State of New York sitting in Delaware (or, if the borough Delaware Court of Manhattan and the United States District Court having Chancery declines to accept jurisdiction over New York Countya particular matter, New York. any state or federal court within the State of Delaware). Each of the Parties hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action Action with respect to this Agreement (i) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve in accordance with this Section 8.178.19, (ii) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (iii) to the fullest extent permitted by applicable lawLaw, any claim that (A) the action Action in such court is brought in an inconvenient forum, (B) the venue of such action Action is improper or (C) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each of the Parties further agrees that no Party to this Agreement shall be required to obtain, furnish or post any bond or similar instrument in connection with or as a condition to obtaining any remedy referred to in this Section 8.17 8.19 and each Party waives any objection to the imposition of such relief or any right it may have to require the obtaining, furnishing or posting of any such bond or similar instrument. The Parties hereby agree that mailing of process or other papers in connection with any such action or proceeding in the manner provided in Section 8.188.20, or in such other manner as may be permitted by lawLaw, shall be valid and sufficient service thereof and hereby waive any objections to service accomplished in the manner herein provided. NOTWITHSTANDING THIS SECTION 8.17Section 8.19, ANY DISPUTE REGARDING SECTION 2.02, 2.02 OR SECTION 2.06 OR SECTION 3.03 SHALL BE RESOLVED IN ACCORDANCE WITH SECTION 8.028.03; PROVIDED THAT THE TERMS OF SECTION 8.02 8.03 MAY BE ENFORCED BY EITHER PARTY IN ACCORDANCE WITH THE TERMS OF THIS SECTION 8.17Section 8.19.

Jurisdiction; Service of Process. Any Action Each party hereto hereby irrevocably and unconditionally agrees that any suit, action or proceeding with respect to this Agreement and the rights and obligations arising hereunderAgreement, or for recognition and enforcement of any proceeding to execute or otherwise enforce any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other Party or Parties or their successors or assignsany breach thereof, in each case, shall may be brought and determined exclusively against such party in the courts of the State of New York sitting in the borough of Manhattan and the United States District Court having jurisdiction over New York County, or in the U.S. District Court for the Southern District of New York, as the party bringing such suit may in its sole discretion elect, and by the execution and delivery of this Agreement, each party hereto irrevocably submits to the jurisdiction of each such court, and agrees that process served either personally or by registered mail shall constitute, to the extent permitted by law, adequate service of process in any such suit. . Each of the Parties In addition, each party hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action with respect to this Agreement (i) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve in accordance with this Section 8.17, (ii) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (iii) to the fullest extent permitted by applicable law, any objection which it may now or hereafter have to the laying of venue in any suit, action or proceeding arising out of or relating to this Agreement, brought in the said courts, and hereby irrevocably waives any claim that (A) the any such suit, action or proceeding brought in any such court is has been brought in an inconvenient forum, (B) . Nothing herein shall in any way be deemed to limit the venue of such action is improper or (C) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each of the Parties further agrees that no Party to this Agreement shall be required to obtain, furnish or post any bond or similar instrument in connection with or as a condition to obtaining any remedy referred to in this Section 8.17 and each Party waives any objection to the imposition of such relief or any right it may have to require the obtaining, furnishing or posting ability of any party hereto to serve any such bond or similar instrument. The Parties hereby agree that mailing of writs, process or summonses, in any manner permitted by applicable law or to obtain jurisdiction over any other papers in connection with any such action or proceeding in the manner provided in Section 8.18, or party in such other manner jurisdiction, and in such manner, as may be permitted by applicable law, shall be valid and sufficient service thereof and hereby waive any objections to service accomplished in the manner herein provided. NOTWITHSTANDING THIS SECTION 8.17, ANY DISPUTE REGARDING SECTION 2.02, SECTION 2.06 OR SECTION 3.03 SHALL BE RESOLVED IN ACCORDANCE WITH SECTION 8.02; PROVIDED THAT THE TERMS OF SECTION 8.02 MAY BE ENFORCED BY EITHER PARTY IN ACCORDANCE WITH THE TERMS OF THIS SECTION 8.17.

Jurisdiction; Service of Process. Any Action with respect Each Borrower irrevocably and unconditionally agrees that it will not commence any action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, against the Agent, the Joint Arrangers, any Lender, any LC Issuing Bank, or any Related Party of the foregoing in any way relating to this Agreement and or any other Loan Document or the rights and obligations arising hereunder, transactions relating hereto or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other Party or Parties or their successors or assignsthereto, in each case, shall be brought and determined exclusively in any forum other than the courts of the State of New York sitting in the borough New York County, and of Manhattan and the United States District Court having jurisdiction over New York County, of the Southern District of New York. , and any appellate court from any thereof. Each of Borrower, each Lender, each LC Issuing Bank, the Parties hereby irrevocably waivesJoint Arrangers, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action with respect to this Agreement (i) any claim that it is not personally subject the Agent irrevocably and unconditionally submit to the jurisdiction of the above named such courts for any reason other than the failure to serve and agree that all claims in accordance with this Section 8.17, (ii) any claim that it or its property is exempt or immune from jurisdiction respect of any such court action, litigation or from any legal process commenced proceeding may be heard and determined in such courts (whether through service of noticeNew York state court or, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (iii) to the fullest extent permitted by applicable law, any claim that (A) the action in such court is brought in an inconvenient forum, (B) the venue of such action is improper or (C) this Agreement, or the subject matter hereof, may not be enforced in or by such courtsfederal court. Each of the Parties further parties hereto agrees that no Party a final judgment in any such 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 or in any other Loan Document shall affect any right that the Agent, the Joint Arrangers, any Lender or any LC Issuing Bank may otherwise have to bring any action or proceeding relating to this Agreement shall be required to obtain, furnish or post any bond or similar instrument in connection with or as a condition to obtaining any remedy referred to in this Section 8.17 and each Party waives any objection to the imposition of such relief or any right it may have to require other Loan Document against any Borrower or its properties in the obtaining, furnishing or posting courts of any such bond or similar instrumentjurisdiction. The Parties hereby agree that mailing Each party hereto irrevocably consents to service of process or other papers in connection with any such action or proceeding in the manner provided for notices in Section 8.18, or 8.2. Nothing in such this Agreement will affect the right of any party hereto to serve process in any other manner as may be permitted by applicable law, shall be valid and sufficient service thereof and hereby waive any objections to service accomplished in the manner herein provided. NOTWITHSTANDING THIS SECTION 8.17, ANY DISPUTE REGARDING SECTION 2.02, SECTION 2.06 OR SECTION 3.03 SHALL BE RESOLVED IN ACCORDANCE WITH SECTION 8.02; PROVIDED THAT THE TERMS OF SECTION 8.02 MAY BE ENFORCED BY EITHER PARTY IN ACCORDANCE WITH THE TERMS OF THIS SECTION 8.17.

Jurisdiction; Service of Process. Any Action with respect Each of the parties hereto hereby irrevocably and unconditionally consents to this Agreement and submit to the rights and obligations arising hereunderexclusive jurisdiction of the United States District Court for the Southern District of New York (as well as all appropriate appellate courts) or, or for recognition and enforcement of any judgment if jurisdiction in respect of this Agreement and the rights and obligations arising hereunder brought by the other Party or Parties or their successors or assignssuch court is lacking, in each case, shall be brought and determined exclusively in the courts of the State of New York sitting in the borough New York County (as well as all appropriate appellate courts), for any actions, suits or proceedings arising out of Manhattan or relating to this Agreement and the United States District Court having jurisdiction over New York CountyCollateral Agreements (and agrees not to commence any action, New York. suit or proceeding relating thereto except in such courts), and further agrees that service of any process, summons, notice or document by U.S. registered mail to its respective address set forth in Section 10.1 will be effective service of process for any action, suit or proceeding brought against it in any such court. Each of the Parties parties hereto hereby irrevocably waivesand unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement or the Collateral Agreements in the aforementioned courts and hereby further irrevocably and unconditionally waives and agrees not to assert, by way of motion, as a defense, counterclaim plead or otherwise, claim in any action with respect to this Agreement (i) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve in accordance with this Section 8.17, (ii) any claim that it or its property is exempt or immune from jurisdiction of any such court that any such action, suit or from proceeding brought in any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (iii) to the fullest extent permitted by applicable law, any claim that (A) the action in such court is has been brought in an inconvenient forum, (B) the venue of such action is improper or (C) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each of the Parties parties hereto hereby further agrees that no Party irrevocably and unconditionally waives all right to trial by jury in any action, suit or proceeding arising out of this Agreement shall be required to obtain, furnish or post any bond or similar instrument in connection with or as a condition to obtaining any remedy referred to in this Section 8.17 and each Party waives any objection to the imposition of such relief or any right it may have to require the obtaining, furnishing or posting of any such bond or similar instrument. The Parties hereby agree that mailing of process or other papers in connection with any such action or proceeding in the manner provided in Section 8.18, or in such other manner as may be permitted by law, shall be valid and sufficient service thereof and hereby waive any objections to service accomplished in the manner herein provided. NOTWITHSTANDING THIS SECTION 8.17, ANY DISPUTE REGARDING SECTION 2.02, SECTION 2.06 OR SECTION 3.03 SHALL BE RESOLVED IN ACCORDANCE WITH SECTION 8.02; PROVIDED THAT THE TERMS OF SECTION 8.02 MAY BE ENFORCED BY EITHER PARTY IN ACCORDANCE WITH THE TERMS OF THIS SECTION 8.17Collateral Agreements.

Jurisdiction; Service of Process. Any Action with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other Party or Parties or their successors or assigns, in each case, shall be brought and determined exclusively in the courts of the State of New York sitting in the borough of Manhattan and the United States District Court having jurisdiction over New York County, New York. . Each of the Parties Party hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action with respect to this Agreement (i) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve in accordance with this Section 8.17, (ii) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (iii) to the fullest extent permitted by applicable law, any claim that (A) the action in such court is brought in an inconvenient forum, (B) the venue of such action is improper or (C) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each of the Parties further agrees that no Party to this Agreement shall be required to obtain, furnish or post any bond or similar instrument in connection with or as a condition to obtaining any remedy referred to in this Section 8.17 and each Party waives any objection to the imposition of such relief or any right it may have to require the obtaining, furnishing or posting of any such bond or similar instrument. The Parties hereby agree that mailing of process or other papers in connection with any such action or proceeding in the manner provided in Section 8.18, or in such other manner as may be permitted by law, shall be valid and sufficient service thereof and hereby waive any objections to service accomplished in the manner herein provided. NOTWITHSTANDING THIS SECTION 8.17, ANY DISPUTE REGARDING SECTION 2.02, SECTION 2.06 2.05 OR SECTION 3.03 SHALL BE RESOLVED IN ACCORDANCE WITH SECTION 8.02; PROVIDED PROVIDED, THAT THE TERMS OF SECTION 8.02 MAY BE ENFORCED BY EITHER PARTY IN ACCORDANCE WITH THE TERMS OF THIS SECTION 8.17.

Jurisdiction; Service of Process. Any Action with respect (a) Each of the Parties irrevocably submits to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement exclusive jurisdiction of any judgment in respect the Court of this Agreement and the rights and obligations arising hereunder brought by the other Party or Parties or their successors or assigns, in each case, shall be brought and determined exclusively in the courts Chancery of the State of New York sitting in the borough of Manhattan and Delaware or, if such court lacks subject matter jurisdiction, the United States District Court having jurisdiction over sitting in New York CountyCastle County in the State of Delaware, New York. . Each for the purpose of any Action directly or indirectly based upon, relating to arising out of this Agreement or any transaction contemplated hereby (including the Limited Guarantee, Equity Commitment Letter or, subject to Section 11.08(c), the Debt Commitment Letter) or the negotiation, execution or performance hereof or thereof, and each of the Parties hereby irrevocably waivesagrees that all claims in respect to such action or proceeding shall be brought in, and agrees not to assertmay be heard and determined, by way of motion, as a defense, counterclaim or otherwise, in any action with respect to this Agreement (i) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve in accordance with this Section 8.17, (ii) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced exclusively in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment state or otherwise) and (iii) to the fullest extent permitted by applicable law, any claim that (A) the action in such court is brought in an inconvenient forum, (B) the venue of such action is improper or (C) this Agreement, or the subject matter hereof, may not be enforced in or by such federal courts. Each of the Parties further agrees that no Party to this Agreement shall be required to obtain, furnish or post any bond or similar instrument in connection with or as a condition to obtaining any remedy referred to in this Section 8.17 irrevocably and each Party unconditionally waives any objection to the imposition laying of such relief or venue in, and any right it may have defense of inconvenient forum to require the obtainingmaintenance of, furnishing or posting of any such bond or similar instrument. The Parties hereby agree that mailing of process or other papers in connection with any such action or proceeding so brought. Each of the Parties agrees that a final judgment in any 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. (b) Each of the Parties irrevocably consents to the service of the summons and complaint and any other process in any other action or proceeding relating to the transactions contemplated by this Agreement, on behalf of itself or its property, by personal delivery of copies of such process to such Party at the addresses set forth in Section 8.18, or 11.03. Nothing in such this Section 11.08 shall affect the right of any Party to serve legal process in any other manner as may be permitted by lawLaw. (c) EACH OF THE PARTIES AGREES THAT IT WILL NOT BRING OR SUPPORT ANY ACTION OF ANY KIND OR DESCRIPTION (INCLUDING ANY CROSS-CLAIM OR THIRD-PARTY CLAIM), shall be valid and sufficient service thereof and hereby waive any objections to service accomplished in the manner herein provided. NOTWITHSTANDING WHETHER IN LAW OR IN EQUITY, WHETHER IN CONTRACT OR IN TORT OR OTHERWISE, AGAINST ANY OF THE FINANCING SOURCES IN ANY WAY RELATING TO THIS SECTION 8.17AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, INCLUDING ANY DISPUTE REGARDING SECTION 2.02ARISING OUT OF OR RELATING IN ANY WAY TO THE DEBT COMMITMENT LETTER OR THE PERFORMANCE THEREOF, SECTION 2.06 OR SECTION 3.03 SHALL BE RESOLVED IN ACCORDANCE WITH SECTION 8.02; PROVIDED THAT EACH CASE, IN ANY FORUM OTHER THAN THE TERMS SUPREME COURT OF SECTION 8.02 MAY BE ENFORCED BY EITHER PARTY THE STATE OF NEW YORK, COUNTY OF NEW YORK, OR, IF UNDER APPLICABLE LAW EXCLUSIVE JURISDICTION IS VESTED IN ACCORDANCE WITH THE TERMS FEDERAL COURTS, THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF THIS SECTION 8.17NEW YORK (AND APPELLATE COURTS THEREOF).

Jurisdiction; Service of Process. Any Action with respect Subject to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other Party or Parties or their successors or assigns, in each case, shall be brought and determined exclusively in the courts Section 17 of the State of New York sitting in the borough of Manhattan and the United States District Court having jurisdiction over New York CountyGeorgetown Supply Agreement, New York. . Each each of the Parties hereby irrevocably waivesand unconditionally submits, for itself and its property, to the exclusive jurisdiction of the Court of Chancery of the State of Delaware, or, if (and only if) such court finds it lacks subject matter jurisdiction, the federal court of the United States of America sitting in Delaware, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwiseappellate courts thereof, in any action with respect or proceeding arising out of or relating to this Agreement for recognition or enforcement of any judgment relating hereto, and each of the Parties herby irrevocably and unconditionally (i) agrees not to commence any claim that such action or proceeding except in the Court of Chancery in the State of Delaware, or, if (and only if) such court finds it is not personally lacks subject to matter jurisdiction, the jurisdiction federal court of the above named United States of America sitting in Delaware, and appellate courts for any reason other than the failure to serve in accordance with this Section 8.17thereof, (ii) any agrees that an claim that it or its property is exempt or immune from jurisdiction in respect of any such proceeding may be heard and determined in the Court of Chancery in the State of Delaware, or, if (and only if) such court finds it lacks subject matter jurisdiction, the federal court of the United States of America sitting in Delaware, and appellate courts thereof, (iii) waives, to the fullest extent it may legally and effectively do so, any objection that it may now or from hereafter have to the laying of venue of any legal process commenced such action or proceeding in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (iiiiv) waives, to the fullest extent permitted by applicable lawLaw, any claim that (A) the action in such court is brought in defense of an inconvenient forum, (B) forum to the venue maintenance of such action is improper or (C) this Agreement, or the subject matter hereof, may not be enforced proceeding in or by such courts. Each of the Parties further agrees that no Party to this Agreement shall be required to obtain, furnish or post any bond or similar instrument in connection with or as a condition to obtaining any remedy referred to in this Section 8.17 and each Party waives any objection to the imposition of such relief or any right it may have to require the obtaining, furnishing or posting of any such bond or similar instrument. The Parties hereby agree that mailing of process or other papers in connection with any such action or proceeding in the manner provided in Section 8.1813 of this Agreement, or in such other manner as may be permitted by lawLaw, shall be valid and sufficient service thereof and hereby waive any objections to service accomplished in the manner herein provided. NOTWITHSTANDING THIS SECTION 8.17, ANY DISPUTE REGARDING SECTION 2.02, SECTION 2.06 OR SECTION 3.03 SHALL BE RESOLVED IN ACCORDANCE WITH SECTION 8.02; PROVIDED THAT THE TERMS OF SECTION 8.02 MAY BE ENFORCED BY EITHER PARTY IN ACCORDANCE WITH THE TERMS OF THIS SECTION 8.17.

Jurisdiction; Service of Process. Any Action with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other Party or Parties or their successors or assigns, in each case, shall be brought and determined exclusively in the courts of the State of New York sitting in the borough of Manhattan and the United States District Court having jurisdiction over New York County, New York. . Each of the Parties hereby unconditionally and irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action with respect to this Agreement (i) any claim that it is not personally subject submit to the jurisdiction of the above named state and federal courts located in New York, New York for any reason claim, suit, action or legal, administrative, arbitration or other than alternative dispute resolution proceeding or investigation (“Proceeding”) seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Trust Agreement or the failure to serve in accordance with this Section 8.17transactions contemplated hereby and hereby irrevocably waives, (ii) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (iii) to the fullest extent permitted by applicable law, and agrees not to assert any claim that (A) objection, whether as a defense or otherwise, which such Party may now or hereafter have to the laying of the venue of any such suit, action or Proceeding in any such court or that any such suit, action or Proceeding which is brought in any such court has been brought in an inconvenient forumforum or that such suit, (B) action or Proceeding may not be brought or is not maintainable in such courts or that the venue of such action is improper thereof may not be appropriate or (C) that this Agreement, or the subject matter hereof, Trust Agreement may not be enforced by in or by such courts. Each Party agrees that a final judgment in any such suit, action or Proceeding shall be conclusive and may be enforced in any other jurisdiction in which a Party may be found or may have assets by suit on the judgment or in any other manner provided by applicable law and agrees to the fullest extent permitted by law to consent to the enforcement of any such judgment and not to oppose such enforcement or to seek review on the merits of any such judgment in any such jurisdiction. (a) Each of the Parties further agrees that no hereby irrevocably consent to the service of process outside the territorial jurisdiction of such courts in any suit, Proceeding or action by giving copies thereof by hand-delivery of air courier to the address of such Party specified in Section 17 and such service of process shall be deemed effective service of process on such Party. However, the foregoing shall not limit the right of any Party to effect service of process on the other Parties by any other legally available method. (b) To the extent that any Party hereto (including assignees of any Party’s rights or obligations under this Agreement shall Trust Agreement) may be required entitled, in any jurisdiction, to obtainclaim for itself or its revenues, furnish assets or post properties, sovereign immunity from service of process, from suit, from the jurisdiction of any bond court or similar instrument arbitral tribunal, from attachment prior to judgment, from attachment in connection with aid of execution or as enforcement of a condition judgment (interlocutory or final), or from any other legal process, and to obtaining the extent that, in any remedy referred to in this Section 8.17 and such jurisdiction there may be attributed such a sovereign immunity (whether claimed or not), each Party hereto hereby irrevocably agrees not to claim, and hereby irrevocably waives any objection to the imposition of such relief or any right it may have to require the obtaining, furnishing or posting of any such bond or similar instrument. The Parties hereby agree that mailing of process or other papers in connection with any such action or proceeding in the manner provided in Section 8.18, or in such other manner as may be fullest extent permitted by law, shall be valid and sufficient service thereof and hereby waive any objections to service accomplished in the manner herein provided. NOTWITHSTANDING THIS SECTION 8.17, ANY DISPUTE REGARDING SECTION 2.02, SECTION 2.06 OR SECTION 3.03 SHALL BE RESOLVED IN ACCORDANCE WITH SECTION 8.02; PROVIDED THAT THE TERMS OF SECTION 8.02 MAY BE ENFORCED BY EITHER PARTY IN ACCORDANCE WITH THE TERMS OF THIS SECTION 8.17such sovereign immunity.

Jurisdiction; Service of Process. Any Action with respect each of the Parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the Court of Chancery of the State of Delaware, or, if (and only if) such court finds it lacks subject matter jurisdiction, the Federal court of the United States of America sitting in Delaware, and appellate courts thereof, in any action or proceeding arising out of or relating to this Agreement and the rights and obligations arising hereunder, or for recognition and or enforcement of any judgment in respect of this Agreement relating hereto, and the rights and obligations arising hereunder brought by the other Party or Parties or their successors or assigns, in each case, shall be brought and determined exclusively in the courts of the State of New York sitting in the borough of Manhattan and the United States District Court having jurisdiction over New York County, New York. . Each of the Parties hereby irrevocably waives, and unconditionally (i) agrees not to assert, by way commence any such action or proceeding except in the Court of motion, as a defense, counterclaim or otherwise, in any action with respect to this Agreement (i) any claim that it is not personally subject to the jurisdiction Chancery of the above named State of Delaware, or, if (and only if) such court finds it lacks subject matter jurisdiction, the Federal court of the United States of America sitting in Delaware, and appellate courts for any reason other than the failure to serve in accordance with this Section 8.17thereof, (ii) agrees that any claim that it or its property is exempt or immune from jurisdiction in respect of any such action or proceeding may be heard and determined in the Court of Chancery of the State of Delaware, or, if (and only if) such court finds it lacks subject matter jurisdiction, the Federal court of the United States of America sitting in Delaware, and appellate courts thereof, (iii) waives, to the fullest extent it may legally and effectively do so, any objection that it may now or from hereafter have to the laying of venue of any legal process commenced such action or proceeding in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (iiiiv) waives, to the fullest extent permitted by applicable lawLaw, any claim that (A) the action in such court is brought in defense of an inconvenient forum, (B) forum to the venue maintenance of such action is improper or (C) this Agreement, or the subject matter hereof, may not be enforced proceeding in or by such courts. Each of the Parties further agrees that no Party to this Agreement shall be required to obtain, furnish or post any bond or similar instrument in connection with or as a condition to obtaining any remedy referred to in this Section 8.17 and each Party waives any objection to the imposition of such relief or any right it may have to require the obtaining, furnishing or posting of any such bond or similar instrument. The Parties hereby agree that mailing of process or other papers in connection with any such action or proceeding in the manner provided in Section 8.1817, or in such other manner as may be permitted by lawLaw, shall be valid and sufficient service thereof and hereby waive any objections to service accomplished in the manner herein provided. NOTWITHSTANDING THIS SECTION 8.17, ANY DISPUTE REGARDING SECTION 2.02, SECTION 2.06 OR SECTION 3.03 SHALL BE RESOLVED IN ACCORDANCE WITH SECTION 8.02; PROVIDED THAT THE TERMS OF SECTION 8.02 MAY BE ENFORCED BY EITHER PARTY IN ACCORDANCE WITH THE TERMS OF THIS SECTION 8.17.

Jurisdiction; Service of Process. Any Action with respect (a) Each party to this Agreement and hereby irrevocably submits itself to the rights and obligations arising hereunder, or non-exclusive jurisdiction of the Supreme Court for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other Party or Parties or their successors or assigns, in each case, shall be brought and determined exclusively in the courts of the State of New York York, sitting in the borough Borough of Manhattan and Manhattan, or the United States District Court having jurisdiction over New York County, for the Southern District of New York. . Each , (i) for the purposes of any suit, action or other proceeding brought by any other party, or its respective successors or assigns arising out of the Parties transactions contemplated by this Agreement or the Purchase Agreement, (ii) to enforce a resolution, settlement, order or award made pursuant thereto, or any obligation for the payment of money contained herein. To the extent permitted by applicable Law, each party to this Agreement hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any such suit, action with respect to this Agreement (i) or proceeding, any claim that (a) it is not personally subject to the jurisdiction of the above above-named courts for any reason other than the failure to serve in accordance with this Section 8.17courts, (ii) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (iii) to the fullest extent permitted by applicable law, any claim that (Ab) the suit, action in such court or proceeding is brought in an inconvenient forum, (Bc) the venue of such the suit, action or proceeding is improper improper, or (Cd) this Agreementa resolution, settlement or order made pursuant thereto, or such an obligation for the subject matter hereofpayment of money, may not be enforced in or by such courtscourt. Nothing contained herein shall be deemed to waive the right of a party to seek removal of a matter from state court to Federal court if such removal is otherwise permissible. (b) Each of the Parties further agrees that no Party party to this Agreement hereby consents to service of process on it at the office for service of process set forth below as its office for service of process and additionally irrevocably designates and appoints the person named in Exhibit 13.10(b) as its "Agent" and attorney-in-fact to receive service of process in any action, suit or proceeding with respect to any matter as to which it submits to jurisdiction as set forth above, it being agreed that service upon Agent shall constitute valid service upon the party or its successors or assigns. Each party agrees that (x) the sole responsibilities of the Agent shall be required (i) to obtainreceive such process, furnish or post any bond or similar instrument in connection with or as (ii) to send a condition to obtaining any remedy referred to in this Section 8.17 and each Party waives any objection to the imposition of such relief or any right it may have to require the obtaining, furnishing or posting copy of any such bond process so received to such party, by registered airmail, return receipt requested, at the address for it set forth in Section 13.4, or similar instrumentat the last address filed in writing by it with the Agent, and (iii) to give prompt telecopied notice of receipt thereof to it at such address (y) the Agent shall have no responsibility for the receipt or nonreceipt by the respective party of such process, nor for any performance or nonperformance by the respective party or its respective successors or assigns, and (z) failure of the Agent to send a copy of any such process or otherwise to give notice thereof to the respective party shall not affect the validity of such service or any judgment in any action, suit or proceeding based thereon. If service of process cannot be effected in the foregoing manner, each party further irrevocably consents to the service of process in any action, suit or proceeding by the mailing of copies thereof by registered or certified airmail, postage prepaid, return receipt requested, to it at its address set forth in Section 13.4 hereof. The Parties hereby agree foregoing, however, shall not limit the right of the party to serve process in any other manner permitted by Law. Any judgment against a party in any suit for which such party has no further right of appeal shall be conclusive, and may be enforced in other jurisdictions by suit on the judgment, a certified or true copy of which shall be conclusive evidence of the fact and of the amount of any indebtedness or liability of such party therein described; PROVIDED, HOWEVER, that mailing the plaintiff may at its option bring suit, or institute other judicial proceedings, against such party or any of its assets in the courts of any country or place where such party or such assets may be found. Each party further covenants and agrees that for three years following the Closing Date, it shall maintain a duly appointed agent for the service of summonses and other legal processes in New York. For purposes of this Section 13.10, the Agent and offices for service of process for each of the parties shall be as set forth in Exhibit 13.10(b) or other papers in connection with any such action or proceeding in the manner provided in Section 8.18, or in such other manner person or offices as may be permitted by law, shall be valid and sufficient service thereof and hereby waive designated in writing by any objections party to service accomplished in the manner herein provided. NOTWITHSTANDING THIS SECTION 8.17, ANY DISPUTE REGARDING SECTION 2.02, SECTION 2.06 OR SECTION 3.03 SHALL BE RESOLVED IN ACCORDANCE WITH SECTION 8.02; PROVIDED THAT THE TERMS OF SECTION 8.02 MAY BE ENFORCED BY EITHER PARTY IN ACCORDANCE WITH THE TERMS OF THIS SECTION 8.17other parties.

Jurisdiction; Service of Process. Any Action with respect (a) The Guarantor irrevocably submits to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement non-exclusive jurisdiction of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other Party or Parties or their successors or assigns, in each case, shall be brought and determined exclusively in the courts of the State of New York State or federal court sitting in the borough Borough of Manhattan and the United States District Court having jurisdiction over New York CountyManhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement, the Note Purchase Agreement or the Notes. . Each of To the Parties hereby fullest extent permitted by applicable law, the Guarantor irrevocably waives, waives and agrees not to assert, by way of motion, as a defense, counterclaim defense or otherwise, in any action with respect to this Agreement (i) any claim that it is not personally subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the above named courts for laying of the venue of any reason other than the failure to serve such suit, action or proceeding brought in accordance with this Section 8.17, (ii) any such court and any claim that it any such suit, action or its property is exempt or immune from jurisdiction of proceeding brought in any such court or from any legal process commenced has been brought in such courts an inconvenient forum. (whether through service of noticeb) The Guarantor agrees, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (iii) to the fullest extent permitted by applicable law, that a final judgment in any claim that (Asuit, action or proceeding of the nature referred to in Section 3.9(a) the action brought in any such court is brought in an inconvenient forumshall be conclusive and binding upon it subject to rights of appeal, (B) as the venue of such action is improper or (C) this Agreementcase may be, or the subject matter hereof, and may not be enforced in or by such courts. Each the courts of the Parties further agrees that no Party United States of America or the State of New York (or any other courts to this Agreement shall the jurisdiction of which it or any of its assets is or may be required subject) by a suit upon such judgment. (c) The Guarantor consents to obtainprocess being served by or on behalf of any Noteholder in any suit, furnish action or post any bond or similar instrument in connection with or as a condition to obtaining any remedy proceeding of the nature referred to in this Section 8.17 and each Party waives any objection 3.9(a) by mailing a copy thereof by registered or certified or priority mail, postage prepaid, return receipt requested, or delivering a copy thereof in the manner for delivery of notices specified in Section 19 of the Note Purchase Agreement, to CT Corporation System, with offices at 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, as its agent for the imposition purpose of such relief or any right it may have to require the obtaining, furnishing or posting accepting service of any such bond or similar instrumentprocess in the United States. The Parties hereby agree Guarantor agrees that mailing such service upon receipt (i) shall be deemed in every respect effective service of process or other papers upon it in connection with any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. (d) Nothing in this Section 3.9 shall affect the right of any Noteholder to serve process in any manner provided in Section 8.18, or in such other manner as may be permitted by law, shall be valid and sufficient service thereof and hereby waive or limit any objections right that the holders of any of the Notes may have to service accomplished bring proceedings against the Guarantor in the courts of any appropriate jurisdiction or to enforce in any lawful manner herein provided. NOTWITHSTANDING a judgment obtained in one jurisdiction in any other jurisdiction. (e) The Guarantor hereby irrevocably appoints CT Corporation System, with offices at 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, to receive for it, and on its behalf, service of process in the United States. (f) THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS SECTION 8.17, GUARANTEE AGREEMENT OR ANY DISPUTE REGARDING SECTION 2.02, SECTION 2.06 OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR SECTION 3.03 SHALL BE RESOLVED IN ACCORDANCE WITH SECTION 8.02; PROVIDED THAT THE TERMS OF SECTION 8.02 MAY BE ENFORCED BY EITHER PARTY IN ACCORDANCE WITH THE TERMS OF THIS SECTION 8.17THEREWITH.

Jurisdiction; Service of Process. Any Action with respect Each party to this Agreement and Agreement, by its execution hereof, hereby (a) irrevocably submits to the rights and obligations arising hereunder, or for recognition and enforcement exclusive jurisdiction of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other Party or Parties or their successors or assigns, in each case, shall be brought and determined exclusively in the state courts of the State The Commonwealth of New York sitting in the borough of Manhattan and Massachusetts or the United States District Court having jurisdiction over New York Countyfor the Eastern District of Massachusetts for the purpose of any and all actions, New York. . Each of suits or proceedings arising in whole or in part out of, related to, based upon or in connection with this Agreement or the Parties hereby irrevocably waivessubject matter hereof, (b) waives to the extent not prohibited by applicable Law, and agrees not to assert, by way of motion, as a defense, counterclaim defense or otherwise, in any action with respect to this Agreement (i) such action, any claim that it is not subject personally subject to the jurisdiction of the above above-named courts for any reason other than the failure to serve in accordance with this Section 8.17courts, (ii) any claim that it or its property is exempt or immune from jurisdiction of attachment or execution, that any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (iii) to the fullest extent permitted by applicable law, any claim that (A) the action in such court is brought in an inconvenient forumone of the above-named courts should be dismissed on grounds of forum non conveniens, (B) should be transferred to any court other than one of the venue above-named courts, or should be stayed by reason of such action is improper the pendency of some other proceeding in any other court other than one of the above-named courts, or (C) that this Agreement, Agreement or the subject matter hereof, hereof may not be enforced in or by such courts. Each court, and (c) agrees not to commence any such action other than before one of the Parties further agrees that no Party above-named courts nor to this Agreement shall be required make any motion or take any other action seeking or intending to obtain, furnish cause the transfer or post any bond or similar instrument in connection with or as a condition to obtaining any remedy referred to in this Section 8.17 and each Party waives any objection to the imposition of such relief or any right it may have to require the obtaining, furnishing or posting removal of any such bond action to any court other than one of the above-named courts whether on the grounds of inconvenient forum or similar instrumentotherwise. The Parties Each party hereby agree that mailing (x) consents to service of process or other papers in connection with any such action in any manner permitted by Delaware law; (y) agrees that service of process made in accordance with clause (x) or proceeding made by registered or certified mail, return receipt requested, at its address specified pursuant to Section 9.3 hereof, will constitute good and valid service of process in the manner provided in Section 8.18any such action; and (z) waives and agrees not to assert (by way of motion, as a defense, or otherwise) in any such other manner as may be permitted by law, shall be action any claim that service of process made in accordance with clause (x) or (y) does not constitute good and valid and sufficient service thereof and hereby waive any objections to service accomplished in the manner herein provided. NOTWITHSTANDING THIS SECTION 8.17, ANY DISPUTE REGARDING SECTION 2.02, SECTION 2.06 OR SECTION 3.03 SHALL BE RESOLVED IN ACCORDANCE WITH SECTION 8.02; PROVIDED THAT THE TERMS OF SECTION 8.02 MAY BE ENFORCED BY EITHER PARTY IN ACCORDANCE WITH THE TERMS OF THIS SECTION 8.17of process.

Jurisdiction; Service of Process. Any Action with respect Each of the parties hereto irrevocably submits to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement exclusive jurisdiction of any judgment state or federal court sitting in respect of this Agreement and the rights and obligations arising hereunder brought by the other Party or Parties or their successors or assigns, in each case, shall be brought and determined exclusively in the courts of the State of New York sitting in the borough Delaware over all claims or causes of Manhattan and the United States District Court having jurisdiction over New York County, New York. . Each of the Parties hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action with respect to this Agreement (i) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve in accordance with this Section 8.17, (ii) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment contract or tort or otherwise) and (iii) that may be based upon, arise out of or relate to the fullest extent permitted by applicable law, any claim that (A) the action in such court is brought in an inconvenient forum, (B) the venue of such action is improper or (C) this Agreement, or the subject matter hereofnegotiation, may not be enforced execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or by in connection with this Agreement or as an inducement to enter into this Agreement) and each party hereby irrevocably agrees that all claims in respect of any such dispute or any suit, action or proceeding related thereto may be heard and determined in such courts. Each party hereto also agrees not to bring any action or proceeding arising out of the Parties further agrees that no Party or relating to this Agreement shall be required to obtain, furnish or post in any bond or similar instrument in connection with or as a condition to obtaining any remedy referred to in this Section 8.17 and each Party other court. Each of the parties hereto waives any objection defense of inconvenient forum to the imposition of such relief or any right it may have to require the obtaining, furnishing or posting maintenance of any such bond or similar instrument. The Parties hereby agree that mailing of process or other papers in connection with any such action or proceeding so brought and waives any bond, surety, or other security that might be required of any other party with respect thereto. Each of the parties hereto agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Any party hereto may make service on the other party by sending or delivering a copy of the process to the party to be served at the address and in the manner provided for the giving of notices in Section 8.1811.3 above. Nothing in this Section 11.4, however, shall affect the right of any party to serve legal process in any other manner permitted by law or in such equity. Each party hereto agrees that a final judgment in any action or proceeding so brought shall be conclusive and may be enforced by suit on the judgment or in any other manner as may be permitted provided by law, shall be valid and sufficient service thereof and hereby waive any objections to service accomplished law or in the manner herein provided. NOTWITHSTANDING THIS SECTION 8.17, ANY DISPUTE REGARDING SECTION 2.02, SECTION 2.06 OR SECTION 3.03 SHALL BE RESOLVED IN ACCORDANCE WITH SECTION 8.02; PROVIDED THAT THE TERMS OF SECTION 8.02 MAY BE ENFORCED BY EITHER PARTY IN ACCORDANCE WITH THE TERMS OF THIS SECTION 8.17equity.

Jurisdiction; Service of Process. (a) Any Action suit, action or proceeding against the Borrower with respect to this Agreement and or the rights and obligations arising hereunder, Notes or for recognition and enforcement of any judgment entered by any court in respect of this Agreement and the rights and obligations arising hereunder brought by the other Party or Parties or their successors or assigns, in each case, shall any thereof may be brought and determined exclusively in the courts of the State of New York sitting located in Manhattan or in the borough U.S. District Court for the Southern District of Manhattan New York as the Agent or any Bank may elect, and the United States District Court Borrower hereby submits to the non-exclusive jurisdiction of each such court for the purpose of any such suit, action or proceeding. The Borrower consents to the service of process upon it in any such suit, action or proceeding by regular first class mail addressed to it at its address specified in Section 11.2. The foregoing shall not, however, limit the right of the Agent or any Bank to serve process in any other manner permitted by law or to commence any suit, action or proceeding or to obtain execution of judgment in any appropriate jurisdiction. Without limiting the foregoing, the Borrower further agrees that the Agent or any Bank may at their option submit any dispute which may arise in connection with this Agreement or the Notes to any other court having jurisdiction over New York County, New York. . Each of the Parties Borrower or the Borrower’s property. (b) The Borrower hereby irrevocably waiveswaives any objection which it may now or hereafter have to the laying of venue of any suit, and agrees not to assert, by way action or proceeding arising out of motion, as a defense, counterclaim or otherwise, in any action with respect relating to this Agreement (i) or the Notes brought in the courts of the State of New York located in Manhattan or the U.S. District Court for the Southern District of New York, and hereby further irrevocably waives any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve such suit, action or proceeding brought in accordance with this Section 8.17, (ii) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (iii) to the fullest extent permitted by applicable law, any claim that (A) the action in such court is has been brought in an inconvenient forum, (B) the venue of such action is improper or (C) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each of the Parties further agrees that no Party to this Agreement shall be required to obtain, furnish or post any bond or similar instrument in connection with or as a condition to obtaining any remedy referred to in this Section 8.17 and each Party waives any objection to the imposition of such relief or any right it may have to require the obtaining, furnishing or posting of any such bond or similar instrument. The Parties hereby agree that mailing of process or other papers in connection with any such action or proceeding in the manner provided in Section 8.18, or in such other manner as may be permitted by law, shall be valid and sufficient service thereof and hereby waive any objections to service accomplished in the manner herein provided. NOTWITHSTANDING THIS SECTION 8.17, ANY DISPUTE REGARDING SECTION 2.02, SECTION 2.06 OR SECTION 3.03 SHALL BE RESOLVED IN ACCORDANCE WITH SECTION 8.02; PROVIDED THAT THE TERMS OF SECTION 8.02 MAY BE ENFORCED BY EITHER PARTY IN ACCORDANCE WITH THE TERMS OF THIS SECTION 8.17.

Jurisdiction; Service of Process. Any Action with respect (a) Assignor hereby irrevocably submits itself to the non-exclusive jurisdiction of the federal and state courts located in the State of New York, in any suit, action or proceeding brought against it under or relating to this Agreement Assignment and the rights agrees that a summons and obligations arising hereundercomplaint commencing any action or proceeding in such court shall be properly served if delivered personally or by registered mail to Assignor at its address set forth in Section 11 above, or for recognition and enforcement of any judgment in respect of this Agreement and otherwise served under the rights and obligations arising hereunder brought by the other Party or Parties or their successors or assigns, in each case, shall be brought and determined exclusively in the courts laws of the State of New York sitting York, and Assignor hereby waives any objection to venue and jurisdiction which it may now or hereafter have. Assignor shall promptly notify Assignee of any change in its address. Nothing herein shall affect the borough right of Manhattan and Assignee to serve process in any other matter prescribed by law or the United States District Court having right of Assignee to bring legal proceedings in any other competent jurisdiction. (b) To the extent that Assignor has or hereafter may acquire any immunity from jurisdiction over New York County, New York. . Each of any of the Parties above-named courts or from any legal process therein, Assignor hereby irrevocably waives, to the extent permitted by applicable law, such immunity, and hereby irrevocably waives, to the extent permitted by applicable law, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any legal action with respect to this Agreement (i) or proceeding brought hereunder in any claim that it is not personally subject to the jurisdiction of the above above-named courts for any reason other than the failure to serve in accordance with this Section 8.17, (ii) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (iii) to the fullest extent permitted by applicable law, any claim that (A) the defense of sovereign immunity, (B) that it or any of its property is immune from the above described legal process, (C) that such action in such court or proceeding is brought in an any inconvenient forum, (BD) that venue for the venue of such action or proceeding is improper improper, or (CE) that this AgreementAssignment or any other document, instrument or the subject matter hereof, agreement executed in connection herewith or therewith may not be enforced in or by such courts. Each of the Parties further agrees that no Party to this Agreement shall be required to obtain, furnish or post any bond or similar instrument in connection with or as a condition to obtaining any remedy referred to in this Section 8.17 and each Party waives any objection to the imposition of such relief or any right it may have to require the obtaining, furnishing or posting of any such bond or similar instrument. The Parties hereby agree that mailing of process or other papers in connection with any such action or proceeding in the manner provided in Section 8.18, or in such other manner as may be permitted by law, shall be valid and sufficient service thereof and hereby waive any objections to service accomplished in the manner herein provided. NOTWITHSTANDING THIS SECTION 8.17, ANY DISPUTE REGARDING SECTION 2.02, SECTION 2.06 OR SECTION 3.03 SHALL BE RESOLVED IN ACCORDANCE WITH SECTION 8.02; PROVIDED THAT THE TERMS OF SECTION 8.02 MAY BE ENFORCED BY EITHER PARTY IN ACCORDANCE WITH THE TERMS OF THIS SECTION 8.17.

Jurisdiction; Service of Process. Any Each party hereto irrevocably agrees that any Action arising out of or relating to this Agreement brought by any other party hereto or its successors or assigns shall be brought and determined in the Court of Chancery of the State of Delaware (or, solely if such courts decline jurisdiction, in any federal court located in the State of Delaware), and each party hereby irrevocably submits to the exclusive jurisdiction of the aforesaid courts for itself and with respect to its property, generally and unconditionally, with regard to any such Action arising out of or relating to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of Transactions. Each party hereto agrees not to commence any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other Party or Parties or their successors or assigns, in each case, shall be brought and determined exclusively Action relating thereto except in the courts described above in Delaware, other than actions in any court of the State of New York sitting competent jurisdiction to enforce any judgment, decree or award rendered by any such court in the borough of Manhattan and the United States District Court having jurisdiction over New York County, New York. Delaware as described herein. Each party further agrees that notice as provided herein shall constitute sufficient service of the Parties process and each party further waives any argument that such service is insufficient. Each party hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion, motion or as a defense, counterclaim or otherwise, in any action with respect Action arising out of or relating to this Agreement or the Transactions, (i) any claim that it is not personally subject to the jurisdiction of the above named courts in Delaware as described herein for any reason other than the failure to serve in accordance with this Section 8.17reason, (ii) any claim that it or its property is exempt or immune from the jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (iii) to the fullest extent permitted by applicable law, any claim that (A) the action Action in any such court is brought in an inconvenient forum, (B) the venue of such action Action is improper or (C) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each of the Parties further agrees that no Party to this Agreement shall be required to obtain, furnish or post any bond or similar instrument in connection with or as a condition to obtaining any remedy referred to in this Section 8.17 and each Party waives any objection to the imposition of such relief or any right it may have to require the obtaining, furnishing or posting of any such bond or similar instrument. The Parties hereby agree that mailing of process or other papers in connection with any such action or proceeding in the manner provided in Section 8.18, or in such other manner as may be permitted by law, shall be valid and sufficient service thereof and hereby waive any objections to service accomplished in the manner herein provided. NOTWITHSTANDING THIS SECTION 8.17, ANY DISPUTE REGARDING SECTION 2.02, SECTION 2.06 OR SECTION 3.03 SHALL BE RESOLVED IN ACCORDANCE WITH SECTION 8.02; PROVIDED THAT THE TERMS OF SECTION 8.02 MAY BE ENFORCED BY EITHER PARTY IN ACCORDANCE WITH THE TERMS OF THIS SECTION 8.17.

Jurisdiction; Service of Process. Any Action with respect (a) Each party to this Agreement and hereby irrevocably submits itself to the rights and obligations arising hereunder, or non-exclusive jurisdiction of the Supreme Court for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other Party or Parties or their successors or assigns, in each case, shall be brought and determined exclusively in the courts of the State of New York sitting in the borough of Manhattan and Delaware or the United States District Court having jurisdiction over New York Countyfor Delaware, New York(i) for the purposes of any suit, action or other proceeding brought by any other party, or its respective successors or assigns arising out of this Agreement or transactions contemplated by this Agreement, (ii) to enforce a resolution, settlement, order or award made pursuant thereto, or any obligation for the payment of money contained herein. . Each of To the Parties extent permitted by Applicable Law, each party to the Agreement hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any such suit, action with respect to this Agreement (i) or proceeding, any claim that (a) it is not personally subject to the jurisdiction of the above above-named courts for any reason other than the failure to serve in accordance with this Section 8.17courts, (ii) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (iii) to the fullest extent permitted by applicable law, any claim that (Ab) the suit, action in such court or proceeding is brought in an inconvenient forum, (Bc) the venue of such the suit, action or proceeding is improper improper, or (Cd) this Agreementa resolution, settlement or order made pursuant thereto, or such an obligation for the subject matter hereofpayment of money, may not be enforced in or by such courtscourt. Nothing contained herein shall be deemed to waive the right of a party to seek removal of a matter from state court to federal court if such removal is otherwise permissible. (b) Each of the Parties further agrees that no Party party to this Agreement hereby consents to service of process on it at the office for service of process set forth below as its office for service of process and additionally irrevocably designates and appoints the person named in Appendix E as its "Agent" and attorney-in-fact to receive service of process in any action, suit or proceeding with respect to any matter as to which it submits to jurisdiction as set forth above, it being agreed that service upon such Agent shall constitute valid service upon the party or its successors or assigns. Each party agrees that (x) the sole responsibilities of the Agent shall be required (i) to obtainreceive such process, furnish or post any bond or similar instrument in connection with or as (ii) to send a condition to obtaining any remedy referred to in this Section 8.17 and each Party waives any objection to the imposition of such relief or any right it may have to require the obtaining, furnishing or posting copy of any such bond process so received to such party, by registered airmail, return receipt requested, at the address for it set forth in Section 12.4, or similar instrumentat the last address filled in writing by it with the Agent, and (iii) to give prompt telecopied notice of receipt thereof to it at such address, (y) the Agent shall have no responsibility for the receipt or nonreceipt by the respective party of such process, nor for any performance or nonperformance by the respective party or its respective successors or assigns, and (z) failure of the Agent to send a copy of any such process or otherwise to give notice thereof to the respective party shall not affect the validity of such service or any judgment in any action, suit or proceeding based thereon. If service of process cannot be effected in the foregoing manner, each party further irrevocably consents to the service of process in any action, suit or proceeding by the mailing of copies thereof by registered or certified airmail, postage prepaid, return receipt requested, to it at its address set forth in Section 12.4 hereof. The Parties hereby agree that mailing foregoing, however, shall not limit the right of the party to serve process or other papers in connection with any such action or proceeding in the manner provided in Section 8.18, or in such other manner as may be permitted by law, . Any judgment against a party in any suit for which such party has no further right of appeal shall be valid conclusive, and sufficient service thereof may be enforced in other 51 60 jurisdictions by suit on the judgment, a certified or true copy of which shall be conclusive evidence of the fact and hereby waive of the amount of any objections to service accomplished indebtedness or liability of such party therein described; provided, however, that the plaintiff may at its option bring suit, or institute other judicial proceedings, against such party or any of its assets in the manner herein providedcourts of any country or place where such party or such assets may be found. NOTWITHSTANDING THIS SECTION 8.17Each party further covenants and agrees that for three years following the Closing Date, ANY DISPUTE REGARDING SECTION 2.02it shall maintain a duly appointed agent for the service of summonses and other legal processes in Delaware. (c) For purposes of this Section 12.10, SECTION 2.06 OR SECTION 3.03 SHALL BE RESOLVED IN ACCORDANCE WITH SECTION 8.02; PROVIDED THAT THE TERMS OF SECTION 8.02 MAY BE ENFORCED BY EITHER PARTY IN ACCORDANCE WITH THE TERMS OF THIS SECTION 8.17the Agent and offices for service of process for each of the parties shall be as set forth on Appendix E or such other person or offices as shall be designated in writing by any party to the other party.

Jurisdiction; Service of Process. (a) Any Action suit, action or proceeding against either of the parties hereto with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement in respect of any judgment entered by any court in respect of this Agreement and the rights and obligations arising hereunder brought by the other Party or Parties or their successors or assigns, in each case, thereof shall be brought and determined exclusively in the courts Buyer States District Court for the Southern District of New York, or the applicable court of the State of New York sitting in the borough of Manhattan and having subject-matter jurisdiction, and each party hereto submits to the United States District Court having exclusive jurisdiction over of such court for the purpose of any such suit, action or proceeding. Each party hereto hereby irrevocably waives any objection that it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement brought in the above mentioned court in New York Countyand hereby irrevocably waives any claim that any such suit, New Yorkaction or proceeding has been brought in an inconvenient forum. (b) The parties hereto hereby irrevocably further consent to the service of process, writs, summons, orders, judgments or other notices of legal process in said courts by the mailing and delivery thereof by the other party by registered or certified mail, postage prepaid, to it at its address specified in or provided pursuant to Section 20.2, with a required copy thereof delivered by recognized courier delivery service. Nothing in this Section 22.1(b) shall affect the right of any party hereto to serve legal process in any other manner permitted by law. Each of the Parties party hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any such suit, action with respect to or proceeding concerning any Aircraft or this Agreement (i) Agreement, the defense of sovereign immunity, any claim that it is not personally subject to the jurisdiction of any of the above named courts for referenced in Section 22.1(a) or the courts or any other jurisdiction by reason other than the failure to serve in accordance with this Section 8.17, (ii) any claim of sovereign immunity or otherwise or that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through thorough service of notice, attachment prior to judgment, attachment in aid of execution of judgmentexecution, execution of judgment or otherwise) and (iii) with respect to the fullest extent permitted by applicable law, any claim that (A) the action in such court is brought in an inconvenient forum, (B) the venue of such action is improper itself or (C) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each of the Parties further agrees that no Party to this Agreement shall be required to obtain, furnish or post any bond or similar instrument in connection with or as a condition to obtaining any remedy referred to in this Section 8.17 and each Party waives any objection to the imposition of such relief or any right it may have to require the obtaining, furnishing or posting of any such bond or similar instrument. The Parties hereby agree that mailing of process or other papers in connection with any such action or proceeding in the manner provided in Section 8.18, or in such other manner as may be permitted by law, shall be valid and sufficient service thereof and hereby waive any objections to service accomplished in the manner herein provided. NOTWITHSTANDING THIS SECTION 8.17, ANY DISPUTE REGARDING SECTION 2.02, SECTION 2.06 OR SECTION 3.03 SHALL BE RESOLVED IN ACCORDANCE WITH SECTION 8.02; PROVIDED THAT THE TERMS OF SECTION 8.02 MAY BE ENFORCED BY EITHER PARTY IN ACCORDANCE WITH THE TERMS OF THIS SECTION 8.17its property.

Jurisdiction; Service of Process. Any Action with respect (a) Each party to this Agreement and hereby irrevocably submits itself to the rights and obligations arising hereunder, or non-exclusive jurisdiction of the Supreme Court for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other Party or Parties or their successors or assigns, in each case, shall be brought and determined exclusively in the courts of the State of New York York, sitting in the borough Borough of Manhattan and Manhattan, or the United States District Court having jurisdiction over New York County, for the Southern District of New York, (i) for the purposes of any suit, action or other proceeding brought by any other party, or its respective successors or assigns arising out of this Agreement or transactions contemplated by this Agreement or the Contribution Agreement, (ii) to enforce a resolution, settlement, order or award made pursuant thereto, or any obligation for the payment of money contained herein. . Each of To the Parties extent permitted by applicable Law, each party to the Agreement hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any such suit, action with respect to this Agreement (i) or proceeding, any claim that (a) it is not personally subject to the jurisdiction of the above above-named courts for any reason other than the failure to serve in accordance with this Section 8.17courts, (ii) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (iii) to the fullest extent permitted by applicable law, any claim that (Ab) the suit, action in such court or proceeding is brought in an inconvenient forum, (Bc) the venue of such the suit, action or proceeding is improper improper, or (Cd) this Agreementa resolution, settlement or order made pursuant thereto, or such an obligation for the subject matter hereofpayment of money, may not be enforced in or by such courtscourt. Nothing contained herein shall be deemed to waive the right of a party to seek removal of a matter from state court to Federal court if such removal is otherwise permissible. (b) Each of the Parties further agrees that no Party party to this Agreement hereby consents to service of process on it at the office for service of process set forth below as its office for service of process and additionally irrevocably designates and appoints the person named in Exhibit D as its "Agent" and attorney-in-fact to receive service of process in any action, suit or proceeding with respect to any matter as to which it submits to jurisdiction as set forth above, it being agreed that service upon Agent shall constitute valid service upon the party or its successors or assigns. Each party agrees that (x) the sole responsibilities of the Agent shall be required (i) to obtainreceive such process, furnish or post any bond or similar instrument in connection with or as (ii) to send a condition to obtaining any remedy referred to in this Section 8.17 and each Party waives any objection to the imposition of such relief or any right it may have to require the obtaining, furnishing or posting copy of any such bond process so received to such party, by registered airmail, return receipt requested, at the address for it set forth in Section 12.4, or similar instrumentat the last address filled in writing by it with the Agent, and (iii) to give prompt telecopied notice of receipt thereof to it at such address (y) the Agent shall have no responsibility for the receipt or nonreceipt by the respective party of such process, nor for any performance or nonperformance by the respective party or its respective successors or assigns, and (z) failure of the Agent to send a copy of any such process or otherwise to give notice thereof to the respective party shall not affect the validity of such service or any judgment in any action, suit or proceeding based thereon. If service of process cannot be effected in the foregoing manner, each party further irrevocably consents to the service of process in any action, suit or proceeding by the mailing of copies thereof by registered or certified airmail, postage prepaid, return receipt requested, to it at its address set forth in Section 12.4 hereof. The Parties hereby agree foregoing, however, shall not limit the right of the party to serve process in any other manner permitted by Law. Any judgment against a party in any suit for which such party has no further right of appeal shall be conclusive, and may be enforced in other jurisdictions by suit on the judgment, a certified or true copy of which shall be conclusive evidence of the fact and of the amount of any indebtedness or liability of such party therein described; provided, however, that mailing the plaintiff may at its option bring suit, or institute other judicial proceedings, against such party or any of its assets in the courts of any country or place where such party or such assets may be found. Each party further covenants and agrees that for 3 years following the Closing Date, it shall maintain a duly appointed agent for the service of summonses and other legal processes in New York. (c) For purposes of this Section 12.10, the Agent and offices for service of process for each of the parties shall be as set forth on Exhibit D or other papers in connection with any such action or proceeding in the manner provided in Section 8.18, or in such other manner person or offices as may be permitted by law, shall be valid and sufficient service thereof and hereby waive designated in writing by any objections party to service accomplished in the manner herein provided. NOTWITHSTANDING THIS SECTION 8.17, ANY DISPUTE REGARDING SECTION 2.02, SECTION 2.06 OR SECTION 3.03 SHALL BE RESOLVED IN ACCORDANCE WITH SECTION 8.02; PROVIDED THAT THE TERMS OF SECTION 8.02 MAY BE ENFORCED BY EITHER PARTY IN ACCORDANCE WITH THE TERMS OF THIS SECTION 8.17other parties.

Jurisdiction; Service of Process. Any Action Without prejudice to the Data Transfer Agreement, each party hereto agrees that any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with this Agreement or the transactions contemplated hereby may only be brought in the federal court sitting in the State of New York or any other New York court, and each of the parties hereby consents to the jurisdiction of such courts (and the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit or proceeding which is brought in any such court has been brought in an inconvenient forum. Concurrently with the execution and delivery of this Agreement, Seller shall execute and deliver to Purchaser an appointment letter appointing Parent as its designee, appointee and agent to receive, accept and acknowledge for and on behalf of Seller, service of any and all legal process, summons, notices and documents which may be served in any action, suit or proceeding relating to this Agreement or any ancillary document hereof with respect to this Agreement and any action filed before the rights and obligations arising hereunder, courts of the United States District Court of the Southern District of New York or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other Party or Parties or their successors or assigns, in each case, shall be brought and determined exclusively in the courts of the State of New York sitting in the borough of Manhattan and the United States District Court having jurisdiction over New York County, New York, Borough of Manhattan, which service may be made on any such designee, appointee and agent in accordance with legal procedures prescribed for such courts. . Each Seller agrees that service upon Parent as provided for herein shall constitute valid and effective personal service upon Seller with respect to all matters and that failure of Parent to give any notice of such service to Seller shall not impair or affect in any way the Parties hereby irrevocably waives, and agrees not to assert, by way validity of motion, as a defense, counterclaim such service or otherwise, any judgment rendered in any action with respect to this Agreement (i) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve in accordance with this Section 8.17, (ii) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (iii) to the fullest extent permitted by applicable law, any claim that (A) the action in such court is brought in an inconvenient forum, (B) the venue of such action is improper or (C) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each of the Parties further agrees that no Party to this Agreement shall be required to obtain, furnish or post any bond or similar instrument in connection with or as a condition to obtaining any remedy referred to in this Section 8.17 and each Party waives any objection to the imposition of such relief or any right it may have to require the obtaining, furnishing or posting of any such bond or similar instrument. The Parties hereby agree that mailing of process or other papers in connection with any such action or proceeding in the manner provided in Section 8.18, or in such other manner as may be permitted by law, shall be valid and sufficient service thereof and hereby waive any objections to service accomplished in the manner herein provided. NOTWITHSTANDING THIS SECTION 8.17, ANY DISPUTE REGARDING SECTION 2.02, SECTION 2.06 OR SECTION 3.03 SHALL BE RESOLVED IN ACCORDANCE WITH SECTION 8.02; PROVIDED THAT THE TERMS OF SECTION 8.02 MAY BE ENFORCED BY EITHER PARTY IN ACCORDANCE WITH THE TERMS OF THIS SECTION 8.17based thereon.

Jurisdiction; Service of Process. Any Action with respect Obligor and each Subordinated Creditor irrevocably submits to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement nonexclusive jurisdiction of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other Party United States Federal or Parties or their successors or assigns, in each case, shall be brought and determined exclusively in the courts of the State of New York state court sitting in the borough of Manhattan and the Nassau County or United States District Court having jurisdiction over New York Federal or state court sitting in Suffolk County, New York, over any suit, action or proceeding arising out of or relating to this Agreement. . Each of the Parties hereby Obligor and each Subordinated Creditor irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action with respect to this Agreement (i) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve in accordance with this Section 8.17, (ii) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (iii) to the fullest extent permitted by it may effectively do so under applicable law, any objection it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that (A) the action in such court is same has been brought in an inconvenient forum. Final judgment against Obligor or any Subordinated Creditor in any such suit, (B) the venue of such action is improper or (C) this Agreementaction, or the subject matter hereof, proceeding shall be conclusive and may not be enforced in any other jurisdiction, including the country in which Obligor or any Subordinated Creditor is domiciled, by such courtssuit on the judgment. Each of the Parties further agrees that no Party to this Agreement shall be required to obtain, furnish or post any bond or similar instrument in connection with or as a condition to obtaining any remedy referred to in this Section 8.17 Obligor and each Party waives Subordinated Creditor hereby consents to any objection to the imposition of such relief or any right it and all process which may have to require the obtaining, furnishing or posting of be served in any such bond or similar instrument. The Parties hereby agree that mailing of process or other papers in connection with any such suit, action or proceeding in the manner provided in Section 8.18proceeding, (i) by personal service on such Person’s agent for service of process, or (ii) by serving the same upon such Person in such any other manner as may be otherwise permitted by law, and agrees that such service shall in every respect be valid and sufficient deemed effective service thereof and hereby waive on such Person. Nothing in this Article 13 shall affect the right of any objections Senior Creditor to service accomplished (x) commence legal proceedings or otherwise xxx Obligor or any Subordinated Creditor in the country in which it is domiciled or in any other court having jurisdiction over such Person, or (y) serve process upon Obligor or any Subordinated Creditor in any manner herein provided. NOTWITHSTANDING THIS SECTION 8.17, ANY DISPUTE REGARDING SECTION 2.02, SECTION 2.06 OR SECTION 3.03 SHALL BE RESOLVED IN ACCORDANCE WITH SECTION 8.02; PROVIDED THAT THE TERMS OF SECTION 8.02 MAY BE ENFORCED BY EITHER PARTY IN ACCORDANCE WITH THE TERMS OF THIS SECTION 8.17authorized by the laws of any such jurisdiction.

Jurisdiction; Service of Process. Any To the fullest extent permitted by applicable Law, each party hereto (a) agrees that any claim, Action with respect to this Agreement and the rights and obligations or Proceeding by such party seeking any relief whatsoever arising hereunderout of, or for recognition and enforcement of any judgment in respect of connection with, this Agreement and the rights and obligations arising hereunder brought by Agreement, the other Party Transaction Documents or Parties or their successors or assigns, in each case, the Transactions shall be brought only in (i) the U.S. Bankruptcy Court, if brought prior to the entry of a final decree closing the Chapter 11 Cases, and determined exclusively (ii) in the federal courts in the Southern District of New York and the state courts of the State of New York sitting in the borough York, County of Manhattan (collectively, the “New York Courts”), if brought after entry of such final decree closing the Chapter 11 Cases, and shall not be brought, in each case, in any other State or Federal court in the United States District of America or any court in any other country, (b) agrees to submit to the exclusive jurisdiction of the U.S. Bankruptcy Court having jurisdiction over or the New York CountyCourts, New York. . Each as applicable pursuant to the preceding clauses (a)(i) and (ii), for purposes of all Actions or Proceedings arising out of, or in connection with, this Agreement or the Parties hereby irrevocably waivestransactions contemplated hereby, (c) waives and agrees not to assert, by way assert any objection that it may now or hereafter have to the laying of motion, as the venue of any such Action or Proceeding brought in such a defense, counterclaim court or otherwise, in any action with respect to this Agreement (i) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve in accordance with this Section 8.17, (ii) any claim that it or its property is exempt or immune from jurisdiction of any such court Action or from any legal process commenced Proceeding brought in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (iii) to the fullest extent permitted by applicable law, any claim that (A) the action in such a court is has been brought in an inconvenient forum, (Bd) the venue of such action is improper or (C) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each of the Parties further agrees that no Party to this Agreement shall be required to obtain, furnish or post any bond or similar instrument in connection with or as a condition to obtaining any remedy referred to in this Section 8.17 and each Party waives any objection to the imposition of such relief or any right it may have to require the obtaining, furnishing or posting of any such bond or similar instrument. The Parties hereby agree that mailing of process or other papers in connection with any such action or proceeding in the manner provided in Section 8.18, or in such other manner as may be permitted by law, 11.7 shall be valid and sufficient service thereof thereof, and hereby waive (e) agrees that a final judgment in any objections to service accomplished such Action or Proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner herein provided. NOTWITHSTANDING THIS SECTION 8.17, ANY DISPUTE REGARDING SECTION 2.02, SECTION 2.06 OR SECTION 3.03 SHALL BE RESOLVED IN ACCORDANCE WITH SECTION 8.02; PROVIDED THAT THE TERMS OF SECTION 8.02 MAY BE ENFORCED BY EITHER PARTY IN ACCORDANCE WITH THE TERMS OF THIS SECTION 8.17provided by applicable Law.

Jurisdiction; Service of Process. Any Action with respect For purposes of this Agreement, each of the parties hereto hereby (i) consents to service of process in any legal action, suit or proceeding among the parties to this Agreement arising in whole or in part under or in connection with the negotiation, execution and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect performance of this Agreement in any manner permitted by law, (ii) agrees that service of process made in accordance with this Section 9.5 or made by registered or certified mail, return receipt requested, at its address specified pursuant to Section 9.4 will constitute good and the rights valid service of process in any such legal action, suit or proceeding and obligations arising hereunder brought by the other Party or Parties or their successors or assigns, in each case, shall be brought and determined exclusively in the courts of the State of New York sitting in the borough of Manhattan and the United States District Court having jurisdiction over New York County, New York. . Each of the Parties hereby irrevocably waives, (iii) waives and agrees not to assert, assert (by way of motion, as a defense, counterclaim or otherwise, ) in any action such legal action, suit or proceeding any claim that service of process made in accordance with respect to this Agreement clause (i) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve in accordance with this Section 8.17, or (ii) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through does not constitute good and valid service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (iii) to the fullest extent permitted by applicable law, any claim that (A) the action in such court is brought in an inconvenient forum, (B) the venue of such action is improper or (C) this Agreement, or the subject matter hereof, may not be enforced in or by such courtsprocess. Each of the Parties further agrees that no Party parties hereto (a) consents to submit itself to the exclusive personal jurisdiction of the State of New York, Borough of Manhattan, or if such court does not have jurisdiction, a federal court sitting in the Southern District of the State of New York in any action or proceeding arising out of or relating to this Agreement shall be required to obtain, furnish or post any bond or similar instrument in connection with or as a condition to obtaining any remedy referred to in this Section 8.17 and each Party waives any objection to the imposition of such relief or any right it may have to require of the obtainingtransactions contemplated by this Agreement, furnishing or posting (b) agrees that all claims in respect of any such bond or similar instrument. The Parties hereby agree that mailing of process or other papers in connection with any such action or proceeding in the manner provided in Section 8.18, or in such other manner as may be permitted heard and determined in any such court, (c) agrees that it will not attempt to deny or defeat such personal jurisdiction by lawmotion or other request for leave from any such court, shall and (d) agrees not to bring any action or proceeding arising out of or relating to this Agreement or any of the transactions contemplated by this Agreement in any other court. Each of the parties hereto waives any defense of inconvenient forum to the maintenance of any action or proceeding so brought and waives any bond, surety or other security that might be valid and sufficient service thereof and hereby waive required of any objections to service accomplished in the manner herein provided. NOTWITHSTANDING THIS SECTION 8.17, ANY DISPUTE REGARDING SECTION 2.02, SECTION 2.06 OR SECTION 3.03 SHALL BE RESOLVED IN ACCORDANCE WITH SECTION 8.02; PROVIDED THAT THE TERMS OF SECTION 8.02 MAY BE ENFORCED BY EITHER PARTY IN ACCORDANCE WITH THE TERMS OF THIS SECTION 8.17other party with respect thereto.