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

Submission to Jurisdiction; Service of Process. (a) Any legal action or proceeding with respect to this Agreement or any other Loan Document may be brought in the courts of the State of New York or of the United States of America for the Southern District of New York, and, by execution and delivery of this Agreement, each Person party hereby accepts for itself and in respect of its property, generally and unconditionally, the jurisdiction of the aforesaid courts. The parties hereto hereby irrevocably waive any objection, including any objection to the laying of venue or based on the grounds of forum non conveniens, that any of them may now or hereafter have to the bringing of any such action or proceeding in such respective jurisdictions. (b) Nothing contained in this Section 10.18 shall affect the right of any Person party hereto to serve process in any manner permitted by law or commence legal proceedings or otherwise proceed against any other Person party hereto in any other jurisdiction. (c) If for the purposes of obtaining judgment in any court it is necessary to convert a sum due hereunder in Dollars or in Euros into another currency, the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase Dollars or such Euros, as the case may be, with such other currency at the spot rate of exchange quoted by the Administrative Agent at 11:00 a.m. (New York time) on the Business Day preceding that on which final judgment is given, for the purchase of Dollars or Euros for delivery two Business Days thereafter. The obligation of the Borrowers in respect of any such sum due from it to the Administrative Agent or any other Lender hereunder or under the other Loan Documents shall, notwithstanding any judgment in a currency (the “Judgment Currency”) other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement (the “Agreement Currency”), be discharged only to the extent that on the Business Day following receipt by the Administrative Agent of any sum adjudged to be so due in the Judgment Currency, the Administrative Agent may in accordance with normal banking procedures purchase the Agreement Currency with the Judgment Currency. If the amount of the Agreement Currency so purchased is less than the sum originally due to the Administrative Agent in the Agreement Currency, the Borrowers agree, as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative Agent or the Person to whom such obligation was owing against such loss.

Submission to Jurisdiction; Service of Process. (a) Any legal action or proceeding with respect to this Agreement or Guaranty, and any other Loan Document Document, may be brought in the courts of the State of New York or of the United States of America for the Southern District of New York, and, by execution and delivery of this AgreementGuaranty, each Person party Guarantor hereby accepts for itself and in respect of its property, generally and unconditionally, the jurisdiction of the aforesaid courts. The parties hereto hereby irrevocably waive any objection, including any objection to the laying of venue or based on the grounds of forum non conveniens, that any of them may now or hereafter have to the bringing of any such action or proceeding in such respective jurisdictions. (b) Each Guarantor hereby irrevocably consents to the service of any and all legal process, summons, notices and documents in any suit, action or proceeding brought in the United States of America arising out of or in connection with this Guaranty or any other Loan Document by the mailing (by registered or certified mail, postage prepaid) or delivering of a copy of such process to such Guarantor care of the Company at the Company’s address specified in Section 14.2 (Notices) of the Term Loan Agreement. Each Guarantor agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. (c) Nothing contained in this Section 10.18 18 (Submission to Jurisdiction; Service of Process) shall affect the right of the Collateral Agent or any Person party hereto other Guarantied Party to serve process in any other manner permitted by law or commence legal proceedings or otherwise proceed against any other Person party hereto a Guarantor in any other jurisdiction. (cd) If for the purposes The obligations of obtaining judgment in any court it is necessary to convert a sum due hereunder in Dollars or in Euros into another currency, the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase Dollars or such Euros, as the case may be, with such other currency at the spot rate of exchange quoted by the Administrative Agent at 11:00 a.m. (New York time) on the Business Day preceding that on which final judgment is given, for the purchase of Dollars or Euros for delivery two Business Days thereafter. The obligation of the Borrowers each Guarantor in respect of any such sum Obligation due from it to the Administrative Agent any party hereto in Dollars or any other Lender hereunder or under the other Loan Documents holder of any bond which is denominated in Dollars, shall, notwithstanding any judgment in a currency (the “Judgment Currencyjudgment currency”) other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement (the “Agreement Currency”)Dollars, be discharged only to the extent that on the Business Day following receipt by such party or such holder (as the Administrative Agent case may be) of any sum adjudged to be so due in the Judgment Currency, judgment currency such party or such holder (as the Administrative Agent case may be) may in accordance with normal banking procedures purchase the Agreement Currency Dollars with the Judgment Currency. If judgment currency; if the amount of the Agreement Currency Dollars so purchased is less than the sum originally due to such party or such holder (as the Administrative Agent case may be) in the Agreement CurrencyDollars, the Borrowers agreesuch Guarantor agrees, as a separate obligation and notwithstanding any such judgment, to indemnify such party or such holder (as the Administrative Agent or the Person to whom such obligation was owing case may be) against such loss, and if the amount of Dollars so purchased exceeds the sum originally due to any party to this Guaranty or any holder of Notes (as the case may be), such party or such holder (as the case may be), agrees to remit to such Guarantor, such excess.

Submission to Jurisdiction; Service of Process. (a) Any legal Each Loan Party hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of any U.S. Federal or New York State court sitting in New York, New York in any action or proceeding arising out of or relating to any Loan Documents, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Each party hereto agrees that the Administrative Agent and the Secured Parties retain the right to bring proceedings against any Loan Party in the courts of any other jurisdiction solely in connection with respect the exercise of any rights under any Collateral Document. Nothing in this Agreement or any other Loan Document shall affect any right that the Administrative Agent, any Issuing Bank or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Document may be brought against any Loan Party or its properties in the courts of the State of New York or of the United States of America for the Southern District of New York, and, by execution and delivery of this Agreement, each Person party hereby accepts for itself and in respect of its property, generally and unconditionally, the jurisdiction of the aforesaid courts. The parties hereto any jurisdiction. (b) Each Loan Party hereby irrevocably waive any objectionand unconditionally waives, including to the fullest extent it may legally and effectively do so, any objection to the laying of venue or based on the grounds of forum non conveniens, that any of them which it may now or hereafter have to the bringing laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any other Loan Document in any court referred to in clause (b) of this Section 11.12. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such respective jurisdictionscourt. (bc) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 11.8. Nothing contained in this Section 10.18 shall Agreement or any other Loan Document will affect the right of any Person party hereto to this Agreement to serve process in any other manner permitted by law or commence legal proceedings or otherwise proceed against any other Person party hereto in any other jurisdiction.law. AMENDED AND RESTATED CREDIT AGREEMENT XXXXX HEALTHCARE CORPORATION (cd) If for the purposes of obtaining judgment in any court it is necessary to convert a sum due hereunder in Dollars or in Euros into another currency, the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase Dollars or such Euros, as the case may be, with such other currency at the spot rate of exchange quoted by the Administrative Agent at 11:00 a.m. (New York time) on the Business Day preceding that on which final judgment is given, for the purchase of Dollars or Euros Dollars, for delivery two Business Days thereafter. The obligation of the Borrowers in respect of any such sum due from it to the Administrative Agent or any other Lender hereunder or under the other Loan Documents shall, notwithstanding any judgment in a currency (the “Judgment Currency”) other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement (the “Agreement Currency”), be discharged only to the extent that on the Business Day following receipt by the Administrative Agent of any sum adjudged to be so due in the Judgment Currency, the Administrative Agent may in accordance with normal banking procedures purchase the Agreement Currency with the Judgment Currency. If the amount of the Agreement Currency so purchased is less than the sum originally due to the Administrative Agent in the Agreement Currency, the Borrowers agree, as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative Agent or the Person to whom such obligation was owing against such loss.

Submission to Jurisdiction; Service of Process. (a) Any legal action or proceeding with respect to this Agreement or Guaranty, and any other Loan Document Document, may be brought in the courts of the State of New York or of the United States of America for the Southern District of New York, and, by execution and delivery of this Agreement, each Person party Guarantor hereby accepts for itself and in respect of its property, generally and unconditionally, the jurisdiction of the aforesaid courts. The parties hereto hereby irrevocably waive any objection, including any objection to the laying of venue or based on the grounds of forum non conveniens, that any of them may now or hereafter have to the bringing of any such action or proceeding in such respective jurisdictions. (b) Each Guarantor irrevocably consents to the service of any and all process in any such action or proceeding by the mailing (by registered or certified mail, postage prepaid) of copies of such process to such Guarantor care of the Borrower at the Borrower's address specified in Section 11.8 (Notices, Etc.) of the Credit Agreement or at such other address as the Borrower may specify pursuant to such Section 11.8. Each Guarantor agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. (c) Nothing contained in this Section 10.18 18 (Submission to Jurisdiction; Service of Process) shall affect the right of the Administrative Agent or any Person party hereto other Guarantied Party to serve process in any other manner permitted by law or commence legal proceedings or otherwise proceed against any other Person party hereto a Guarantor in any other jurisdiction. (cd) If for the purposes of obtaining judgment in any court it is necessary to convert a sum due hereunder in Dollars or in Euros into another currency, the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase Dollars or such Euros, as the case may be, with such other currency at the spot rate of exchange quoted by the Administrative Agent at 11:00 a.m. (New York time) on the Business Day preceding that on which final judgment is given, for the purchase of Dollars or Euros Dollars, for delivery two Business Days thereafter. The obligation of the Borrowers in respect of any such sum due from it to the Administrative Agent or any other Lender hereunder or under the other Loan Documents shall, notwithstanding any judgment in a currency (the “Judgment Currency”) other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement (the “Agreement Currency”), be discharged only to the extent that on the Business Day following receipt by the Administrative Agent of any sum adjudged to be so due in the Judgment Currency, the Administrative Agent may in accordance with normal banking procedures purchase the Agreement Currency with the Judgment Currency. If the amount of the Agreement Currency so purchased is less than the sum originally due to the Administrative Agent in the Agreement Currency, the Borrowers agree, as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative Agent or the Person to whom such obligation was owing against such loss.

Submission to Jurisdiction; Service of Process. (a) Any legal action or proceeding with respect to this Agreement or any other Loan Document may be brought in the courts of the Bankruptcy Court and, if the Bankruptcy Court does not have (or abstains from) jurisdiction, to the non-exclusive general jurisdiction of any State or Federal court of competent jurisdiction sitting in New York or of the United States of America for the Southern District of County, New York, and, by execution and delivery of this Agreement, each Person party hereby accepts for itself and in respect of its property, generally and unconditionally, the jurisdiction of the aforesaid courts;. The parties hereto hereby irrevocably waive any objection, including any objection to the laying of venue or based on the grounds of forum non conveniens, that any of them may now or hereafter have to the bringing of any such action or proceeding in such respective jurisdictions. (b) The Borrower irrevocably consents to the service of any and all process in any suit, action or proceeding brought in the United States of America by the mailing (by registered or certified mail, postage prepaid) of copies of such process to the Borrower at its address specified in Section 13.7. The Borrower agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. (c) Nothing contained in this Section 10.18 13.11 shall affect the right of the Administrative Agent or any Person party hereto Lender to serve process in any other manner permitted by law or commence legal proceedings or otherwise proceed against the Borrower or any other Person party hereto Loan Party in any other jurisdiction. (cd) If for the purposes of obtaining judgment in any court it is necessary to convert a sum due hereunder in Dollars or in Euros into another currency, the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase Dollars or such Euros, as the case may be, with such other currency at the spot rate of exchange quoted by the Administrative Agent at 11:00 a.m. (New York time) on the Business Day preceding that on which final judgment is given, for the purchase of Dollars or Euros Dollars, for delivery two 2 Business Days thereafter. The obligation of the Borrowers in respect of any such sum due from it to the Administrative Agent or any other Lender hereunder or under the other Loan Documents shall, notwithstanding any judgment in a currency (the “Judgment Currency”) other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement (the “Agreement Currency”), be discharged only to the extent that on the Business Day following receipt by the Administrative Agent of any sum adjudged to be so due in the Judgment Currency, the Administrative Agent may in accordance with normal banking procedures purchase the Agreement Currency with the Judgment Currency. If the amount of the Agreement Currency so purchased is less than the sum originally due to the Administrative Agent in the Agreement Currency, the Borrowers agree, as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative Agent or the Person to whom such obligation was owing against such loss.

Submission to Jurisdiction; Service of Process. (a) Any legal Each Loan Party hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of any U.S. Federal or New York State court sitting in New York, New York in any action or proceeding arising out of or relating to any Loan Documents, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Each party hereto agrees that the Administrative Agent and the Secured Parties retain the right to bring proceedings against any Loan Party in the courts of any other jurisdiction solely in connection with respect the exercise of any rights under any Collateral Document. Nothing in this Agreement or any other Loan Document shall affect any right that the Administrative Agent, any Issuing Bank or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Document may be brought against any Loan Party or its properties in the courts of the State of New York or of the United States of America for the Southern District of New York, and, by execution and delivery of this Agreement, each Person party hereby accepts for itself and in respect of its property, generally and unconditionally, the jurisdiction of the aforesaid courts. The parties hereto any jurisdiction. (b) Each Loan Party hereby irrevocably waive any objectionand unconditionally waives, including to the fullest extent it may legally and effectively do so, any objection to the laying of venue or based on the grounds of forum non conveniens, that any of them which it may now or hereafter have to the bringing laying of venue of any suit, action or proceeding arising out of or relating to this Agreement AMENDED AND RESTATED CREDIT AGREEMENT XXXXX HEALTHCARE CORPORATION or any other Loan Document in any court referred to in clause (b) of this Section 11.12. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such respective jurisdictionscourt. (bc) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 11.8. Nothing contained in this Section 10.18 shall Agreement or any other Loan Document will affect the right of any Person party hereto to this Agreement to serve process in any other manner permitted by law or commence legal proceedings or otherwise proceed against any other Person party hereto in any other jurisdictionlaw. (cd) If for the purposes of obtaining judgment in any court it is necessary to convert a sum due hereunder in Dollars or in Euros into another currency, the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase Dollars or such Euros, as the case may be, with such other currency at the spot rate of exchange quoted by the Administrative Agent at 11:00 a.m. (New York time) on the Business Day preceding that on which final judgment is given, for the purchase of Dollars or Euros Dollars, for delivery two Business Days thereafter. The obligation of the Borrowers in respect of any such sum due from it to the Administrative Agent or any other Lender hereunder or under the other Loan Documents shall, notwithstanding any judgment in a currency (the “Judgment Currency”) other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement (the “Agreement Currency”), be discharged only to the extent that on the Business Day following receipt by the Administrative Agent of any sum adjudged to be so due in the Judgment Currency, the Administrative Agent may in accordance with normal banking procedures purchase the Agreement Currency with the Judgment Currency. If the amount of the Agreement Currency so purchased is less than the sum originally due to the Administrative Agent in the Agreement Currency, the Borrowers agree, as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative Agent or the Person to whom such obligation was owing against such loss.

Submission to Jurisdiction; Service of Process. (a) Any The Borrower hereby irrevocably and unconditionally: (i) submits for itself and its property in any legal action or proceeding with respect relating to this Agreement or any other Loan Document may be brought to which it is a party, or for recognition and enforcement of any judgment in respect thereof, to the exclusive general jurisdiction of the courts of the State of New York or York, the courts of the United States of America for the Southern District of New York, and, and appellate courts from any thereof; (ii) consents that any such action or proceeding will be brought in such courts and waives trial by execution jury and delivery of this Agreement, each Person party hereby accepts for itself and in respect of its property, generally and unconditionally, the jurisdiction of the aforesaid courts. The parties hereto hereby irrevocably waive any objection, including any objection to the laying of venue or based on the grounds of forum non conveniens, that any of them it may now or hereafter have to the bringing venue of any such action or proceeding in any such respective jurisdictions.court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same; (biii) Nothing contained agrees that service of process in this any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to it at its address set forth in Section 10.18 14.2 or at such other address of which the Administrative Agent shall have been notified pursuant thereto; and AMENDED AND RESTATED CREDIT AGREEMENT XXXXX HEALTHCARE CORPORATION (iv) agrees that nothing herein shall affect the right to effect service of any Person party hereto to serve process in any other manner permitted by law or commence legal proceedings or otherwise proceed against any other Person party hereto shall limit the right to xxx in any other jurisdiction. (cb) If for the purposes of obtaining judgment in any court it is necessary to convert a sum due hereunder in Dollars or in Euros into another currency, the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase Dollars or such Euros, as the case may be, with such other currency at the spot rate of exchange quoted by the Administrative Agent at 11:00 a.m. (New York time) on the Business Day preceding that on which final judgment is given, for the purchase of Dollars or Euros Dollars, for delivery two Business Days thereafter. The obligation of the Borrowers in respect of any such sum due from it to the Administrative Agent or any other Lender hereunder or under the other Loan Documents shall, notwithstanding any judgment in a currency (the “Judgment Currency”) other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement (the “Agreement Currency”), be discharged only to the extent that on the Business Day following receipt by the Administrative Agent of any sum adjudged to be so due in the Judgment Currency, the Administrative Agent may in accordance with normal banking procedures purchase the Agreement Currency with the Judgment Currency. If the amount of the Agreement Currency so purchased is less than the sum originally due to the Administrative Agent in the Agreement Currency, the Borrowers agree, as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative Agent or the Person to whom such obligation was owing against such loss.

Submission to Jurisdiction; Service of Process. (a) Any legal action or proceeding with respect to this Agreement or any other Loan Document Guaranty may be brought in the courts of the State of New York located in the City of New York or of the United States of America for the Southern District of New York, and, by execution and delivery of this AgreementGuaranty, each Person party of the Guarantors hereby accepts for itself and in respect of its property, generally and unconditionally, the jurisdiction of the aforesaid courts. The parties hereto hereby irrevocably waive any objection, including any objection to the laying of venue or based on the grounds of forum non conveniens, that any of them may now or hereafter have to the bringing of any such action or proceeding in such respective jurisdictions. (b) Each Guarantor hereby irrevocably designates, appoints and empowers the Borrower Agent to act as its process agent, in the case of any suit, action or proceeding brought in the United States of America as its designee, appointee and agent to receive, accept and acknowledge for and on its behalf, and in respect of its property, service of any and all legal process, summons, notices and documents that may be serviced in any action or proceeding arising out of, or in connection with, this Guaranty. Each Guarantor agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. (c) Nothing contained in this Section 10.18 18 (Submission to Jurisdiction; Service of Process) shall affect the right of the Administrative Agent or any Person party hereto other Guarantied Party to serve process in any other manner permitted by law or commence legal proceedings or otherwise proceed against any other Person party hereto a Guarantor in any other jurisdiction. (cd) If for the purposes of obtaining judgment in any court it is necessary to convert a sum due hereunder in Dollars or in Euros into another currency, the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase Dollars or such Euros, as the case may be, with such other currency at the spot rate of exchange quoted by the Administrative Agent at 11:00 a.m. (New York time) on the Business Day preceding that on which final judgment is given, for the purchase of Dollars or Euros Dollars, for delivery two Business Days thereafter. The obligation of the Borrowers in respect of any such sum due from it to the Administrative Agent or any other Lender hereunder or under the other Loan Documents shall, notwithstanding any judgment in a currency (the “Judgment Currency”) other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement (the “Agreement Currency”), be discharged only to the extent that on the Business Day following receipt by the Administrative Agent of any sum adjudged to be so due in the Judgment Currency, the Administrative Agent may in accordance with normal banking procedures purchase the Agreement Currency with the Judgment Currency. If the amount of the Agreement Currency so purchased is less than the sum originally due to the Administrative Agent in the Agreement Currency, the Borrowers agree, as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative Agent or the Person to whom such obligation was owing against such loss.

Submission to Jurisdiction; Service of Process. (a) Any legal action or proceeding with respect to this Agreement or Guaranty, and any other Loan Document Document, may be brought in the courts of the State of New York or of the United States of America for the Southern District of New York, and, by execution and delivery of this Agreement, each Person party Guarantor hereby accepts for itself and in respect of its property, generally and unconditionally, the jurisdiction of the aforesaid courts. The parties hereto hereby irrevocably waive any objection, including any objection to the laying of venue or based on the grounds of forum non conveniens, that any of them may now or hereafter have to the bringing of any such action or proceeding in such respective jurisdictions. (b) Each Guarantor hereby irrevocably consents to the service of any and all legal process, summons, notices and documents in any suit, action or proceeding brought in the United States of America arising out of or in connection with this Guaranty or any other Loan Document by the mailing (by registered or certified mail, postage prepaid) or delivering of a copy of such process to such Guarantor care of the Borrower at the Borrower's address specified in Section 11.8 (Notices, Etc.) of the Credit Agreement. Each Guarantor agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. (c) Nothing contained in this Section 10.18 18 (Submission to Jurisdiction; Service of Process) shall affect the right of the Administrative Agent or any Person party hereto other Guarantied Party to serve process in any other manner permitted by law or commence legal proceedings or otherwise proceed against any other Person party hereto a Guarantor in any other jurisdiction. (cd) If for the purposes of obtaining judgment in any court it is necessary to convert a sum due hereunder in Dollars or in Euros into another currency, the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase Dollars or such Euros, as the case may be, with such other currency at the spot rate of exchange quoted by the Administrative Agent at 11:00 a.m. (New York time) on the Business Day preceding that on which final judgment is given, for the purchase of Dollars or Euros Dollars, for delivery two Business Days thereafter. The obligation of the Borrowers in respect of any such sum due from it to the Administrative Agent or any other Lender hereunder or under the other Loan Documents shall, notwithstanding any judgment in a currency (the “Judgment Currency”) other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement (the “Agreement Currency”), be discharged only to the extent that on the Business Day following receipt by the Administrative Agent of any sum adjudged to be so due in the Judgment Currency, the Administrative Agent may in accordance with normal banking procedures purchase the Agreement Currency with the Judgment Currency. If the amount of the Agreement Currency so purchased is less than the sum originally due to the Administrative Agent in the Agreement Currency, the Borrowers agree, as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative Agent or the Person to whom such obligation was owing against such loss.

Submission to Jurisdiction; Service of Process. (a) Any Each of Holdings and the Borrower hereby irrevocably and unconditionally: (i) submits for itself and its property in any legal action or proceeding with respect relating to this Agreement or any other Loan Document may be brought to which it is a party, or for recognition and enforcement of any judgment in respect thereof, to the non exclusive general jurisdiction of the courts of the State of New York or sitting in New York County, the courts of the United States of America for the Southern District of New York, and, by execution and delivery of this Agreement, each Person party hereby accepts for itself appellate courts from any thereof; (ii) consents that any such action or proceeding may be brought in such courts and in respect of its property, generally and unconditionally, the jurisdiction of the aforesaid courts. The parties hereto hereby irrevocably waive any objection, including waives any objection to the laying of venue or based on the grounds of forum non conveniens, that any of them it may now or hereafter have to the bringing venue of any such action or proceeding in any such respective jurisdictions.court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same; (biii) Nothing contained agrees that service of process in this any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to Holdings or the Borrower, as the case may be, at its address specified in Section 10.18 9.8; and (iv) agrees that nothing herein shall affect the right to effect service of any Person party hereto to serve process in any other manner permitted by law or commence legal proceedings or otherwise proceed against any other Person party hereto shall limit the right to xxx in any other jurisdiction. (cb) If for the purposes of obtaining judgment in any court it is necessary to convert a sum due hereunder in Dollars or in Euros an Applicable Currency into another currency, the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase Dollars or such Euros, as the case may be, Applicable Currency with such other currency at the spot rate of exchange quoted by the Administrative Agent at 11:00 a.m. (New York City time) on the Business Day preceding that on which final judgment is given, for the purchase of Dollars or Euros the Applicable Currency, for delivery two Business Days thereafter. The obligation of the Borrowers Borrower (or any successor) in respect of any such sum due from it to any Lender or other Secured Party (the Administrative Agent or any other Lender hereunder or under the other Loan Documents “Applicable Lender”) shall, notwithstanding any judgment in a currency (the “Judgment Currency”) other than that the Applicable Currency in which such sum is denominated in accordance with the applicable provisions of this Agreement stated to be due under such Loan Document (the “Agreement Currency”), be discharged only to the extent that on the Business Day following receipt by the Administrative Agent Applicable Lender of any sum adjudged to be so due in the Judgment Currency, the Administrative Agent Applicable Lender may in accordance with normal banking procedures in the relevant jurisdiction purchase the Agreement Currency with the Judgment Currency. If ; if the amount of the Agreement Currency so purchased is less than the sum originally due to the Administrative Agent Applicable Lender in the Agreement Currency, the Borrowers agreeBorrower (and its successor) agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative Agent or the Person to whom such obligation was owing Applicable Lender against such loss. The obligations of the Borrower (or any successor) contained in this Section 9.12(b) shall survive the termination of this Agreement and the payment of all other amounts owing hereunder.

Submission to Jurisdiction; Service of Process. (a) Any legal action or proceeding with respect to this Agreement or Guaranty, and any other Loan Document Document, may be brought in the courts of the State of New York or of the United States of America for the Southern District of New York, and, by execution and delivery of this Agreement, each Person party Guarantor hereby accepts for itself and in respect of its property, generally and unconditionally, the jurisdiction of the aforesaid courts. The parties hereto hereby irrevocably waive any objection, including any objection to the laying of venue or based on the grounds of forum non conveniens, that any of them may now or hereafter have to the bringing of any such action or proceeding in such respective jurisdictions. (b) Each Guarantor hereby irrevocably consents to the service of any and all legal process, summons, notices and documents in any action or proceeding arising out of or in connection with this Guaranty or any Loan Document by the mailing (by registered or certified mail, postage prepaid) or delivering of a copy of such process to such guarantor at its address specified in Section 11.8 of the Credit Agreement. Each Guarantor agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. (c) Nothing contained in this Section 10.18 18 (Submission to Jurisdiction; Service of Process) shall affect the right of the Administrative Agent or any Person party hereto other Guarantied Party to serve process in any other manner permitted by law or commence legal proceedings or otherwise proceed against any other Person party hereto a Guarantor in any other jurisdiction. (cd) If for the purposes of obtaining judgment in any court it is necessary to convert a sum due hereunder in Dollars or in Euros into another currency, the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase Dollars or such Euros, as the case may be, with such other currency at the spot rate of exchange quoted by the Administrative Agent at 11:00 a.m. (New York time) on the Business Day preceding that on which final judgment is given, for the purchase of Dollars or Euros Dollars, for delivery two Business Days thereafter. The obligation of the Borrowers in respect of any such sum due from it to the Administrative Agent or any other Lender hereunder or under the other Loan Documents shall, notwithstanding any judgment in a currency (the “Judgment Currency”) other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement (the “Agreement Currency”), be discharged only to the extent that on the Business Day following receipt by the Administrative Agent of any sum adjudged to be so due in the Judgment Currency, the Administrative Agent may in accordance with normal banking procedures purchase the Agreement Currency with the Judgment Currency. If the amount of the Agreement Currency so purchased is less than the sum originally due to the Administrative Agent in the Agreement Currency, the Borrowers agree, as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative Agent or the Person to whom such obligation was owing against such loss.

Submission to Jurisdiction; Service of Process. (a) Any The Borrower hereby irrevocably and unconditionally: (i) submits for itself and its property in any legal action or proceeding with respect relating to this Agreement or any other Loan Document may be brought to which it is a party, or for recognition and enforcement of any judgment in respect thereof, to the exclusive general jurisdiction of the courts of the State of New York or York, the courts of the United States of America for the Southern District of New York, and, and appellate courts from any thereof; (ii) consents that any such action or proceeding will be brought in such courts and waives trial by execution jury and delivery of this Agreement, each Person party hereby accepts for itself and in respect of its property, generally and unconditionally, the jurisdiction of the aforesaid courts. The parties hereto hereby irrevocably waive any objection, including any objection to the laying of venue or based on the grounds of forum non conveniens, that any of them it may now or hereafter have to the bringing venue of any such action or proceeding in any such respective jurisdictions.court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same; (biii) Nothing contained agrees that service of process in this any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to it at its address set forth in Section 10.18 11.8 (Notices, Etc.) or at such other address of which the Administrative Agent shall have been notified pursuant thereto; and (iv) agrees that nothing herein shall affect the right to effect service of any Person party hereto to serve process in any other manner permitted by law or commence legal proceedings or otherwise proceed against any other Person party hereto shall limit the right to xxx in any other jurisdiction. (cb) If for the purposes of obtaining judgment in any court it is necessary to convert a sum due hereunder in Dollars or in Euros into another currency, the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase Dollars or such Euros, as the case may be, with such other currency at the spot rate of exchange quoted by the Administrative Agent at 11:00 a.m. (New York time) on the Business Day preceding that on which final judgment is given, for the purchase of Dollars or Euros Dollars, for delivery two Business Days thereafter. The obligation of the Borrowers in respect of any such sum due from it to the Administrative Agent or any other Lender hereunder or under the other Loan Documents shall, notwithstanding any judgment in a currency (the “Judgment Currency”) other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement (the “Agreement Currency”), be discharged only to the extent that on the Business Day following receipt by the Administrative Agent of any sum adjudged to be so due in the Judgment Currency, the Administrative Agent may in accordance with normal banking procedures purchase the Agreement Currency with the Judgment Currency. If the amount of the Agreement Currency so purchased is less than the sum originally due to the Administrative Agent in the Agreement Currency, the Borrowers agree, as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative Agent or the Person to whom such obligation was owing against such loss.

Submission to Jurisdiction; Service of Process. (a) Any legal action or proceeding with respect to this Agreement or any other Loan Document may be brought in the courts of the State of New York or of the United States of America for the Southern District of New York, and, by execution and delivery of this Agreement, each Person party hereby accepts for itself and in respect of its property, generally and unconditionally, the jurisdiction of the aforesaid courts. The parties hereto hereby irrevocably waive any objection, including any objection to the laying of venue or based on the grounds of forum non conveniens, that any of them may now or hereafter have to the bringing of any such action or proceeding in such respective jurisdictions. (b) Nothing contained in this Section 10.18 shall affect the right of any Person party hereto to serve process in any manner permitted by law or commence legal proceedings or otherwise proceed against any other Person party hereto in any other jurisdiction. (c) If for the purposes of obtaining judgment in any court it is necessary to convert a sum due hereunder in Dollars or in Euros a Denomination Currency into another currency, the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase Dollars or such EurosDenomination Currency, as the case may be, with such other currency at the spot rate of exchange quoted by the Administrative Agent at 11:00 a.m. (New York time) on the Business Day preceding that on which final judgment is given, for the purchase of Dollars or Euros such Denomination Currency for delivery two Business Days thereafter. The obligation of the Borrowers Borrower in respect of any such sum due from it to the Administrative Agent Agent, the Foreign Currency Fronting Lender or any other Lender hereunder or under the other Loan Documents shall, notwithstanding any judgment in a currency (the “Judgment Currency”) other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement (the “Agreement Currency”), be discharged only to the extent that on the Business Day following receipt by the Administrative Agent of any sum adjudged to be so due in the Judgment Currency, the Administrative Agent may in accordance with normal banking procedures purchase the Agreement Currency with the Judgment Currency. If the amount of the Agreement Currency so purchased is less than the sum originally due to the Administrative Agent or Foreign Currency Fronting Lender in the Agreement Currency, the Borrowers agreeBorrower agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative Agent or the Person to whom such obligation was owing against such loss.

Submission to Jurisdiction; Service of Process. (a) Any legal action or proceeding with respect to this Agreement or any other Loan Document may be brought in the courts of the State of New York located in the City of New York or of the United States of America for the Southern District of New York, and, by execution and delivery of this Agreement, each Person party of the MLP and the Borrowers hereby accepts for itself and in respect of its property, generally and unconditionally, the jurisdiction of the aforesaid courts. The parties hereto hereby irrevocably waive any objection, including any objection to the laying of venue or based on the grounds of forum non conveniens, that any of them may now or hereafter have to the bringing of any such action or proceeding in such respective jurisdictions. (b) Each of the MLP and the Borrowers hereby irrevocably consents to the service of any and all process in any such action or proceeding by the mailing (by registered or certified mail, postage prepaid) of copies of such process to the MLP or such Borrower at its address specified in Section 10.8 (Notices, Etc.). Each of the MLP and the Borrowers agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. (c) Nothing contained in this Section 10.18 10.12 shall affect the right of the Administrative Agent or any Person party hereto Lender to serve process in any other manner permitted by law or commence legal proceedings or otherwise proceed against the any Borrower or any other Person party hereto Loan Party in any other jurisdiction. (cd) If for the purposes of obtaining judgment in any court it is necessary to convert a sum due hereunder in Dollars or in Euros into another currency, the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase Dollars or such Euros, as the case may be, with such other currency at the spot rate of exchange quoted by the Administrative Agent at 11:00 a.m. (New York time) on the Business Day preceding that on which final judgment is given, for the purchase of Dollars or Euros Dollars, for delivery two Business Days thereafter. The obligation of the Borrowers in respect of any such sum due from it to the Administrative Agent or any other Lender hereunder or under the other Loan Documents shall, notwithstanding any judgment in a currency (the “Judgment Currency”) other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement (the “Agreement Currency”), be discharged only to the extent that on the Business Day following receipt by the Administrative Agent of any sum adjudged to be so due in the Judgment Currency, the Administrative Agent may in accordance with normal banking procedures purchase the Agreement Currency with the Judgment Currency. If the amount of the Agreement Currency so purchased is less than the sum originally due to the Administrative Agent in the Agreement Currency, the Borrowers agree, as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative Agent or the Person to whom such obligation was owing against such loss.

Submission to Jurisdiction; Service of Process. (a) Any legal action or proceeding with respect to this Agreement Agreement, the Orders or any other Loan Document may shall be brought in the courts of the State of New York or of the United States of America for the Southern District of New York, Bankruptcy Court and, by execution and delivery of this Agreement, each Person party Loan Party hereby accepts for itself and in respect of its property, generally and unconditionally, the jurisdiction of the aforesaid courtscourt; provided, that the Administrative Agent, the Loan Parties and the Lenders acknowledge that any appeals of from the Bankruptcy Court may have to be heard by a court other than the Bankruptcy Court; provided, further, that nothing in this Agreement shall be deemed or operate to preclude the Administrative Agent or the other Secured Parties from bringing suit or taking other legal action in any other jurisdiction to realize on the Collateral or any other security for the Obligations, or to enforce a judgment or other court order in favor of the Administrative Agent or the Secured Parties. The parties hereto hereby irrevocably waive any objection, including any objection to the laying of venue or based on the grounds of forum non conveniens, that which any of them may now or hereafter have to the bringing of any such action or proceeding in such respective jurisdictions. (b) Each Loan Party hereby irrevocably consents to the service of any and all legal process, summons, notices and documents in any suit, action or proceeding brought in the NY 72168370v12 United States of America arising out of or in connection with this Agreement, the Orders or any of the other Loan Documents by the mailing (by registered or certified mail, postage prepaid) or delivering of a copy of such process to such Loan Party at its address specified in Section 13.8. Each Loan Party agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. (c) Nothing contained in this Section 10.18 13.12 shall affect the right of the Administrative Agent or any Person party hereto Lender to serve process in any other manner permitted by law or commence legal proceedings or otherwise proceed against the Borrower or any other Person party hereto Loan Party in any other jurisdiction. (cd) If for the purposes of obtaining judgment in any court it is necessary to convert a sum due hereunder in Dollars or in Euros (the “Original Currency”) into another currencycurrency (the “Other Currency”), the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase Dollars or such Euros, as the case may be, Original Currency with such other currency Other Currency at the spot rate of exchange quoted by the Administrative Agent at 11:00 a.m. A.M. (New York time) on the Business Day preceding that on which final judgment is given, for the purchase of Dollars or Euros the Original Currency, for delivery two (2) Business Days thereafter. The obligation obligations of the Borrowers Loan Parties in respect of any such sum due from it to the Administrative Agent or any other Lender hereunder or under the other Loan Documents shall, notwithstanding any judgment in a currency (the “Judgment such Other Currency”) other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement (the “Agreement Currency”), be discharged only to the extent that on the Business Day following receipt by the Administrative Agent or such Lender (as the case may be) of any sum adjudged to be so due in the Judgment Other Currency, the Administrative Agent or such Lender (as the case may be) may in accordance with normal banking procedures purchase the Agreement Original Currency with the Judgment Other Currency. If the amount of the Agreement Original Currency so purchased is less than the sum originally due to the Administrative Agent or such Lender in the Agreement Original Currency, the Borrowers Loan Parties agree, as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative Agent or such Lender (as the Person to whom such obligation was owing case may be) against such loss.

Submission to Jurisdiction; Service of Process. (a) Any legal action or proceeding with respect to this Agreement or any other Loan Document may be brought in the courts of the State of New York sitting in the City of New York or of the United States of America for the Southern District of New York, and, by execution and delivery of this Agreement, each Person party the Borrower hereby accepts for itself and in respect of its property, generally and unconditionally, the jurisdiction of the aforesaid courts. The parties hereto hereby irrevocably waive any objection, including any objection to the laying of venue or based on the grounds of forum non conveniens, that any of them may now or hereafter have to the bringing of any such action or proceeding in such respective jurisdictions. (b) The Borrower irrevocably consents to the service of any and all process in such action or proceeding arising out of or in connection with this Agreement or any Loan Document by the mailing (by registered or certified mail, postage prepaid) of copies of such process to an appointed process agent or the Borrower at its address specified in Section 10.8. The Borrower agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. (c) Nothing contained in this Section 10.18 10.12 shall affect the right of the Administrative Agent or any Person party hereto Lender to serve process in any other manner permitted by law or commence legal proceedings or otherwise proceed against the Borrower or any other Person party hereto Loan Party in any other jurisdiction. (cd) If for the purposes of obtaining judgment in any court it is necessary to convert a sum due hereunder in Dollars or in Euros into another currency, the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase Dollars or such Euros, as the case may be, with such other currency at the spot rate of exchange quoted by the Administrative Agent at 11:00 a.m. (New York time) on the Business Day preceding that on which final judgment is given, for the purchase of Dollars or Euros Dollars, for delivery two Business Days thereafter. The obligation of the Borrowers in respect of any such sum due from it to the Administrative Agent or any other Lender hereunder or under the other Loan Documents shall, notwithstanding any judgment in a currency (the “Judgment Currency”) other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement (the “Agreement Currency”), be discharged only to the extent that on the Business Day following receipt by the Administrative Agent of any sum adjudged to be so due in the Judgment Currency, the Administrative Agent may in accordance with normal banking procedures purchase the Agreement Currency with the Judgment Currency. If the amount of the Agreement Currency so purchased is less than the sum originally due to the Administrative Agent in the Agreement Currency, the Borrowers agree, as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative Agent or the Person to whom such obligation was owing against such loss.

Submission to Jurisdiction; Service of Process. (a) Any legal action or proceeding with respect to this Agreement Agreement, the Order or any other Loan Document may shall be brought in the courts of the State of New York or of the United States of America for the Southern District of New York, Bankruptcy Court and, by execution and delivery of this Agreement, each Person party Grantor hereby accepts for itself and in respect of its property, generally and unconditionally, the jurisdiction of the aforesaid courts. The parties hereto hereby irrevocably waive any objection, including any objection to the laying of venue or based on the grounds of forum non conveniens, that which any of them may now or hereafter have to the bringing of any such action or proceeding in such respective jurisdictions. (b) Each Grantor hereby irrevocably consents to the service of any and all legal process, summons, notices and documents in any suit, action or proceeding brought in the United States of America arising out of or in connection with this Agreement, the Order or any of the other Loan Documents by the mailing (by registered or certified mail, postage prepaid) or delivering of a copy of such process to such Grantor at its address specified in Section 13.8. Each Grantor agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. (c) Nothing contained in this Section 10.18 13.12 shall affect the right of the Administrative Agent or any Person party hereto Lender to serve process in any other manner permitted by law or commence legal proceedings or otherwise proceed against any other Person party hereto in any other jurisdictionlaw. (cd) If for the purposes of obtaining judgment in any court it is necessary to convert a sum due hereunder in Dollars or in Euros into another currency, the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase Dollars or such Euros, as the case may be, with such other currency at the spot rate of exchange quoted by the Administrative Agent at 11:00 a.m. A.M. (New York time) on the Business Day preceding that on which final judgment is given, for the purchase of Dollars or Euros Dollars, for delivery two (2) Business Days thereafter. The obligation of the Borrowers in respect of any such sum due from it to the Administrative Agent or any other Lender hereunder or under the other Loan Documents shall, notwithstanding any judgment in a currency (the “Judgment Currency”) other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement (the “Agreement Currency”), be discharged only to the extent that on the Business Day following receipt by the Administrative Agent of any sum adjudged to be so due in the Judgment Currency, the Administrative Agent may in accordance with normal banking procedures purchase the Agreement Currency with the Judgment Currency. If the amount of the Agreement Currency so purchased is less than the sum originally due to the Administrative Agent in the Agreement Currency, the Borrowers agree, as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative Agent or the Person to whom such obligation was owing against such loss.

Submission to Jurisdiction; Service of Process. (a) Any legal action or proceeding with respect to this Agreement or any other Loan Document may be brought in the courts of the State of New York or of the United States of America for the Southern District of New York, and, by execution and delivery of this Agreement, the Borrower and each Person party Guarantor hereby accepts for itself and in respect of its property, generally and unconditionally, the jurisdiction of the aforesaid courts. The parties hereto hereby irrevocably waive any objection, including any objection to the laying of venue or based on the grounds of forum non conveniens, that any of them may now or hereafter have to the bringing of any such action or proceeding in such respective jurisdictions. (b) The Borrower and each Loan Party hereby irrevocably consent to the service of any and all legal process, summons, notices and documents in any suit, action or proceeding brought in the United States of America arising out of or in connection with this Agreement or any other Loan Document by the mailing (by registered or certified mail, postage prepaid) or delivering of a copy of such process to the Borrower at its address specified in Section 10.01 and to Eberley Davis, General Counsel, Massey Energy Company, 315 70th Strexx, X.X., Xxxrleston, WV 25304. Xxx Xxrrower and each Lxxx Xxxxx xxxxx xxxx x xxxxx xxxxxxxx xx xxy such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. (c) Nothing contained in this Section 10.18 10.09 shall affect the right of the Administrative Agent or any Person party hereto Lender to serve process in any other manner permitted by law or commence legal proceedings or otherwise proceed against the Borrower or any other Person party hereto Loan Party in any other jurisdiction. (cd) If for the purposes of obtaining judgment in any court it is necessary to convert a sum due hereunder in Dollars or in Euros into another currency, the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase Dollars or such Euros, as the case may be, with such other currency at the spot rate of exchange quoted by the Administrative Agent at 11:00 a.m. (New York time) on the Domestic Business Day preceding that on which final judgment is given, for the purchase of Dollars or Euros Dollars, for delivery two Domestic Business Days thereafter. The obligation of the Borrowers in respect of any such sum due from it to the Administrative Agent or any other Lender hereunder or under the other Loan Documents shall, notwithstanding any judgment in a currency (the “Judgment Currency”) other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement (the “Agreement Currency”), be discharged only to the extent that on the Business Day following receipt by the Administrative Agent of any sum adjudged to be so due in the Judgment Currency, the Administrative Agent may in accordance with normal banking procedures purchase the Agreement Currency with the Judgment Currency. If the amount of the Agreement Currency so purchased is less than the sum originally due to the Administrative Agent in the Agreement Currency, the Borrowers agree, as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative Agent or the Person to whom such obligation was owing against such loss.

Submission to Jurisdiction; Service of Process. (a) Any legal action or proceeding with respect to this Agreement or Guaranty, and any other DIP Loan Document Document, may be brought in the courts of the State of New York or of the United States of America for the Southern District of New York, and, by execution and delivery of this AgreementGuaranty, each Person party Guarantor hereby accepts for itself and in respect of its property, generally and unconditionally, the jurisdiction of the aforesaid courts. The parties hereto hereby irrevocably waive any objection, including any objection to the laying of venue or based on the grounds of forum non conveniens, that any of them may now or hereafter have to the bringing of any such action or proceeding in such respective jurisdictions. (b) Each Guarantor hereby irrevocably consents to the service of any and all legal process, summons, notices and documents in any action or proceeding arising out of or in connection with this Guaranty or any other DIP Loan Document by the mailing (by registered or certified mail, postage prepaid) or delivering of a copy of such process to such guarantor in the care of the Borrowers at the Borrowers’ address specified in Section 11.9A (Notices, Etc.) of the Amended Credit Agreement. Each Guarantor agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. (c) Nothing contained in this Section 10.18 18 (Submission to Jurisdiction; Service of Process) shall affect the right of the DIP Administrative Agent or any Person party hereto other Guarantied Party to serve process in any other manner permitted by law or commence legal proceedings or otherwise proceed against any other Person party hereto a Guarantor in any other jurisdiction. (cd) If for the purposes of obtaining judgment in any court it is necessary to convert a sum due hereunder in Dollars or in Euros into another currency, the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures the DIP Administrative Agent could purchase Dollars or such Euros, as the case may be, with such other currency at the spot rate of exchange quoted by the DIP Administrative Agent at 11:00 a.m. (New York time) on the Business Day preceding that on which final judgment is given, for the purchase of Dollars or Euros Dollars, for delivery two Business Days thereafter. The obligation of the Borrowers in respect of any such sum due from it to the Administrative Agent or any other Lender hereunder or under the other Loan Documents shall, notwithstanding any judgment in a currency (the “Judgment Currency”) other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement (the “Agreement Currency”), be discharged only to the extent that on the Business Day following receipt by the Administrative Agent of any sum adjudged to be so due in the Judgment Currency, the Administrative Agent may in accordance with normal banking procedures purchase the Agreement Currency with the Judgment Currency. If the amount of the Agreement Currency so purchased is less than the sum originally due to the Administrative Agent in the Agreement Currency, the Borrowers agree, as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative Agent or the Person to whom such obligation was owing against such loss.

Submission to Jurisdiction; Service of Process. (a) Any legal action or proceeding with respect to this Agreement or any other Loan Document may shall be brought in the courts of the State of New York or of the United States of America for the Southern District of New York, Bankruptcy Court and, by execution and delivery of this Agreement, each Person party Loan Party hereby accepts for itself and in respect of its property, generally and unconditionally, the jurisdiction of the aforesaid courts. The parties hereto hereby irrevocably waive any objection, including any objection to the laying of venue or based on the grounds of forum non conveniens, that which any of them may now or hereafter have to the bringing of any such action or proceeding in such respective jurisdictions. 105 (b) Each Loan Party hereby irrevocably consents to the service of any and all legal process, summons, notices and documents in any suit, action or proceeding brought in the United States of America arising out of or in connection with this Agreement or any of the other Loan Documents by the mailing (by registered or certified mail, postage prepaid) or delivering of a copy of such process to such Loan Party at its address specified in Section 13.8. Each Loan Party agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. (bc) Nothing contained in this Section 10.18 13.12 shall affect the right of the Administrative Agent or any Person party hereto Lender to serve process in any other manner permitted by law or commence legal proceedings or otherwise proceed against any other Person party hereto in any other jurisdictionlaw. (cd) If for the purposes of obtaining judgment in any court it is necessary to convert a sum due hereunder in Dollars or in Euros into another currency, the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase Dollars or such Euros, as the case may be, with such other currency at the spot rate of exchange quoted by the Administrative Agent at 11:00 a.m. (New York time) on the Business Day preceding that on which final judgment is given, for the purchase of Dollars or Euros Dollars, for delivery two Business Days thereafter. The obligation of the Borrowers in respect of any such sum due from it to the Administrative Agent or any other Lender hereunder or under the other Loan Documents shall, notwithstanding any judgment in a currency (the “Judgment Currency”) other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement (the “Agreement Currency”), be discharged only to the extent that on the Business Day following receipt by the Administrative Agent of any sum adjudged to be so due in the Judgment Currency, the Administrative Agent may in accordance with normal banking procedures purchase the Agreement Currency with the Judgment Currency. If the amount of the Agreement Currency so purchased is less than the sum originally due to the Administrative Agent in the Agreement Currency, the Borrowers agree, as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative Agent or the Person to whom such obligation was owing against such loss.

Submission to Jurisdiction; Service of Process. (a) Any The Company hereby irrevocably and unconditionally: (i) submits for itself and its property in any legal action or proceeding with respect relating to this Agreement or any other Loan LC Facility Document may be brought to which it is a party, or for recognition and enforcement of any judgment in respect thereof, to the exclusive general jurisdiction of the courts of the State of New York or York, the courts of the United States of America for the Southern District of New York, and, and appellate courts from any thereof; (ii) consents that any such action or proceeding will be brought in such courts and waives trial by execution jury and delivery of this Agreement, each Person party hereby accepts for itself and in respect of its property, generally and unconditionally, the jurisdiction of the aforesaid courts. The parties hereto hereby irrevocably waive any objection, including any objection to the laying of venue or based on the grounds of forum non conveniens, that any of them it may now or hereafter have to the bringing venue of any such action or proceeding in any such respective jurisdictions.court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same; (biii) Nothing contained agrees that service of process in this any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to it at its address set forth in Section 10.18 11.8 (Notices, Etc.) or at such other address of which the Administrative Agent shall have been notified pursuant thereto; and (iv) agrees that nothing herein shall affect the right to effect service of any Person party hereto to serve process in any other manner permitted by law or commence legal proceedings or otherwise proceed against any other Person party hereto shall limit the right to xxx in any other jurisdiction. (cb) If for the purposes of obtaining judgment in any court it is necessary to convert a sum due hereunder in Dollars or in Euros into another currency, the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase Dollars or such Euros, as the case may be, with such other currency at the spot rate of exchange quoted by the Administrative Agent at 11:00 a.m. (New York time) on the Business Day preceding that on which final judgment is given, for the purchase of Dollars or Euros Dollars, for delivery two Business Days thereafter. The obligation of the Borrowers in respect of any such sum due from it to the Administrative Agent or any other Lender hereunder or under the other Loan Documents shall, notwithstanding any judgment in a currency (the “Judgment Currency”) other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement (the “Agreement Currency”), be discharged only to the extent that on the Business Day following receipt by the Administrative Agent of any sum adjudged to be so due in the Judgment Currency, the Administrative Agent may in accordance with normal banking procedures purchase the Agreement Currency with the Judgment Currency. If the amount of the Agreement Currency so purchased is less than the sum originally due to the Administrative Agent in the Agreement Currency, the Borrowers agree, as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative Agent or the Person to whom such obligation was owing against such loss.

Submission to Jurisdiction; Service of Process. (a) Any legal Each Loan Party hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of any U.S. Federal or New York State court sitting in New York, New York in any action or proceeding arising out of or relating to any Loan Documents, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Each party hereto agrees that the Administrative Agent and the Secured Parties retain the right to bring proceedings against any Loan Party in the courts of any other jurisdiction solely in connection with respect the exercise of any rights under any Collateral Document. Nothing in this Agreement or any other Loan Document shall affect any right that the Administrative Agent, any Issuing Bank or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Document may be brought against any Loan Party or its properties in the courts of the State of New York or of the United States of America for the Southern District of New York, and, by execution and delivery of this Agreement, each Person party hereby accepts for itself and in respect of its property, generally and unconditionally, the jurisdiction of the aforesaid courtsany jurisdiction. The parties hereto AMENDED AND RESTATED CREDIT AGREEMENT XXXXX HEALTHCARE CORPORATION (b) Each Loan Party hereby irrevocably waive any objectionand unconditionally waives, including to the fullest extent it may legally and effectively do so, any objection to the laying of venue or based on the grounds of forum non conveniens, that any of them which it may now or hereafter have to the bringing laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any other Loan Document in any court referred to in clause (b) of this Section 11.12. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such respective jurisdictionscourt. (bc) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 11.8. Nothing contained in this Section 10.18 shall Agreement or any other Loan Document will affect the right of any Person party hereto to this Agreement to serve process in any other manner permitted by law or commence legal proceedings or otherwise proceed against any other Person party hereto in any other jurisdictionlaw. (cd) If for the purposes of obtaining judgment in any court it is necessary to convert a sum due hereunder in Dollars or in Euros into another currency, the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase Dollars or such Euros, as the case may be, with such other currency at the spot rate of exchange quoted by the Administrative Agent at 11:00 a.m. (New York time) on the Business Day preceding that on which final judgment is given, for the purchase of Dollars or Euros Dollars, for delivery two Business Days thereafter. The obligation of the Borrowers in respect of any such sum due from it to the Administrative Agent or any other Lender hereunder or under the other Loan Documents shall, notwithstanding any judgment in a currency (the “Judgment Currency”) other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement (the “Agreement Currency”), be discharged only to the extent that on the Business Day following receipt by the Administrative Agent of any sum adjudged to be so due in the Judgment Currency, the Administrative Agent may in accordance with normal banking procedures purchase the Agreement Currency with the Judgment Currency. If the amount of the Agreement Currency so purchased is less than the sum originally due to the Administrative Agent in the Agreement Currency, the Borrowers agree, as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative Agent or the Person to whom such obligation was owing against such loss.

Submission to Jurisdiction; Service of Process. (a) Any The Borrower hereby irrevocably and unconditionally: (i) submits for itself and its property in any legal action or proceeding with respect relating to this Agreement or any other Loan Document may be brought to which it is a party, or for recognition and enforcement of any judgment in respect thereof, to the exclusive general jurisdiction of the courts of the State of New York or York, the courts of the United States of America for the Southern District of New York, and, and appellate courts from any thereof; (ii) consents that any such action or proceeding will be brought in such courts and waives trial by execution jury and delivery of this Agreement, each Person party hereby accepts for itself and in respect of its property, generally and unconditionally, the jurisdiction of the aforesaid courts. The parties hereto hereby irrevocably waive any objection, including any objection to the laying of venue or based on the grounds of forum non conveniens, that any of them it may now or hereafter have to the bringing venue of any such action or proceeding in any such respective jurisdictions.court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same; (biii) Nothing contained agrees that service of process in this any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to it at its address set forth in Section 10.18 14.2 or at such other address of which the Administrative Agent shall have been notified pursuant thereto; and AMENDED AND RESTATED CREDIT AGREEMENT TXXXX HEALTHCARE CORPORATION (iv) agrees that nothing herein shall affect the right to effect service of any Person party hereto to serve process in any other manner permitted by law or commence legal proceedings or otherwise proceed against any other Person party hereto shall limit the right to sxx in any other jurisdiction. (cb) If for the purposes of obtaining judgment in any court it is necessary to convert a sum due hereunder in Dollars or in Euros into another currency, the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase Dollars or such Euros, as the case may be, with such other currency at the spot rate of exchange quoted by the Administrative Agent at 11:00 a.m. (New York time) on the Business Day preceding that on which final judgment is given, for the purchase of Dollars or Euros Dollars, for delivery two Business Days thereafter. The obligation of the Borrowers in respect of any such sum due from it to the Administrative Agent or any other Lender hereunder or under the other Loan Documents shall, notwithstanding any judgment in a currency (the “Judgment Currency”) other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement (the “Agreement Currency”), be discharged only to the extent that on the Business Day following receipt by the Administrative Agent of any sum adjudged to be so due in the Judgment Currency, the Administrative Agent may in accordance with normal banking procedures purchase the Agreement Currency with the Judgment Currency. If the amount of the Agreement Currency so purchased is less than the sum originally due to the Administrative Agent in the Agreement Currency, the Borrowers agree, as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative Agent or the Person to whom such obligation was owing against such loss.

Submission to Jurisdiction; Service of Process. (a) Any Each of Holdings and the Borrower hereby irrevocably and unconditionally: (i) submits for itself and its property in any legal action or proceeding with respect relating to this Agreement or any other Loan Document may be brought to which it is a party, or for recognition and enforcement of any judgment in respect thereof, to the non-exclusive general 121 jurisdiction of the courts of the State of New York or York, the courts of the United States of America for the Southern District of New York, and, by execution and delivery of this Agreement, each Person party hereby accepts for itself appellate courts from any thereof; (ii) consents that any such action or proceeding may be brought in such courts and in respect of its property, generally and unconditionally, the jurisdiction of the aforesaid courts. The parties hereto hereby irrevocably waive any objection, including waives any objection to the laying of venue or based on the grounds of forum non conveniens, that any of them it may now or hereafter have to the bringing venue of any such action or proceeding in any such respective jurisdictions.court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same; (biii) Nothing contained agrees that service of process in this any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to Holdings or the Borrower, as the case may be, at its address specified in Section 10.18 9.8; and (iv) agrees that nothing herein shall affect the right to effect service of any Person party hereto to serve process in any other manner permitted by law or commence legal proceedings or otherwise proceed against any other Person party hereto shall limit the right to xxx in any other jurisdiction. (cb) If for the purposes of obtaining judgment in any court it is necessary to convert a sum due hereunder in Dollars or in Euros an Applicable Currency into another currency, the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase Dollars or such Euros, as the case may be, Applicable Currency with such other currency at the spot rate of exchange quoted by the Administrative Agent at 11:00 a.m. (New York City time) on the Business Day preceding that on which final judgment is given, for the purchase of Dollars or Euros the Applicable Currency, for delivery two Business Days thereafter. The obligation of the Borrowers Borrower in respect of any such sum due from it to any Lender or other Secured Party (the Administrative Agent or any other Lender hereunder or under the other Loan Documents "APPLICABLE LENDER") shall, notwithstanding any judgment in a currency (the “Judgment Currency”"JUDGMENT CURRENCY") other than that the Applicable Currency in which such sum is denominated in accordance with the applicable provisions of this Agreement stated to be due under such Loan Document (the “Agreement Currency”"AGREEMENT CURRENCY"), be discharged only to the extent that on the Business Day following receipt by the Administrative Agent Applicable Lender of any sum adjudged to be so due in the Judgment Currency, the Administrative Agent Applicable Lender may in accordance with normal banking procedures in the relevant jurisdiction purchase the Agreement Currency with the Judgment Currency. If ; if the amount of the Agreement Currency so purchased is less than the sum originally due to the Administrative Agent Applicable Lender in the Agreement Currency, the Borrowers agreeBorrower agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative Agent or the Person to whom such obligation was owing Applicable Lender against such loss. The obligations of the Borrower contained in this Section 9.12(b) shall survive the termination of this Agreement and the payment of all other amounts owing hereunder.

Submission to Jurisdiction; Service of Process. (a) Any legal action or proceeding with respect to this Agreement or any other Loan Document may be brought in the courts of the State of New York sitting in the City of New York or of the United States of America for the Southern District of New York, and, by execution and delivery of this Agreement, each Person party the Borrower hereby accepts for itself and in respect of its property, generally and unconditionally, the jurisdiction of the aforesaid courts. The parties hereto hereby irrevocably waive any objection, including any objection to the laying of venue or based on the grounds of forum non conveniens, that any of them may now or hereafter have to the bringing of any such action or proceeding in such respective jurisdictions. (b) The Borrower irrevocably consents to the service of any and all process in such action or proceeding arising out of or in connection with this Agreement or any Loan Document by the mailing (by registered or certified mail, postage prepaid) of copies of such process to the Process Agent or the Borrower at its address specified in Section 11.8 (Notices, Etc.). The Borrower agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. (c) Nothing contained in this Section 10.18 11.12 (Submission to Jurisdiction; Service of Process) shall affect the right of the Administrative Agent or any Person party hereto Lender to serve process in any other manner permitted by law or commence legal proceedings or otherwise proceed against the Borrower or any other Person party hereto Loan Party in any other jurisdiction. (cd) If for the purposes of obtaining judgment in any court it is necessary to convert a sum due hereunder in Dollars or in Euros into another currency, the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase Dollars or such Euros, as the case may be, with such other currency at the spot rate of exchange quoted by the Administrative Agent at 11:00 a.m. (New York time) on the Business Day preceding that on which final judgment is given, for the purchase of Dollars or Euros Dollars, for delivery two Business Days thereafter. The obligation of the Borrowers in respect of any such sum due from it to the Administrative Agent or any other Lender hereunder or under the other Loan Documents shall, notwithstanding any judgment in a currency (the “Judgment Currency”) other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement (the “Agreement Currency”), be discharged only to the extent that on the Business Day following receipt by the Administrative Agent of any sum adjudged to be so due in the Judgment Currency, the Administrative Agent may in accordance with normal banking procedures purchase the Agreement Currency with the Judgment Currency. If the amount of the Agreement Currency so purchased is less than the sum originally due to the Administrative Agent in the Agreement Currency, the Borrowers agree, as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative Agent or the Person to whom such obligation was owing against such loss.103

Submission to Jurisdiction; Service of Process. (a) Any legal action or proceeding with respect to this Agreement or Guaranty, and any other Loan Document Document, may be brought in the courts of the State of New York or of the United States of America for the Southern District of New York, and, by execution and delivery of this Agreement, each Person party Guarantor hereby accepts for itself and in respect of its property, generally and unconditionally, the jurisdiction of the aforesaid courts. The parties hereto hereby irrevocably waive any objection, including any objection to the laying of venue or based on the grounds of forum non conveniens, that any of them may now or hereafter have to the bringing of any such action or proceeding in such respective jurisdictions. (b) Each Guarantor hereby irrevocably consents to the service of any and all legal process, summons, notices and documents in any suit, action or proceeding brought in the United States of America arising out of or in connection with this Guaranty or any other Loan Document by the mailing (by registered or certified mail, postage prepaid) or delivering of a copy of such process to such Guarantor care of the Borrower at the Borrower’s address specified in Section 11.8 (Notices, Etc.) of the Credit Agreement. Each such Guarantor agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. (c) Nothing contained in this Section 10.18 18 (Submission to Jurisdiction; Service of Process) shall affect the right of the Administrative Agent or any Person party hereto other Guarantied Party to serve process in any other manner permitted by law or commence legal proceedings or otherwise proceed against any other Person party hereto a Guarantor in any other jurisdiction. (cd) If for the purposes of obtaining judgment in any court it is necessary to convert a sum due hereunder in Dollars or in Euros into another currency, the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase Dollars or such Euros, as the case may be, with such other currency at the spot rate of exchange quoted by the Administrative Agent at 11:00 a.m. (New York time) on the Business Day preceding that on which final judgment is given, for the purchase of Dollars or Euros Dollars, for delivery two Business Days thereafter. The obligation of the Borrowers in respect of any such sum due from it to the Administrative Agent or any other Lender hereunder or under the other Loan Documents shall, notwithstanding any judgment in a currency (the “Judgment Currency”) other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement (the “Agreement Currency”), be discharged only to the extent that on the Business Day following receipt by the Administrative Agent of any sum adjudged to be so due in the Judgment Currency, the Administrative Agent may in accordance with normal banking procedures purchase the Agreement Currency with the Judgment Currency. If the amount of the Agreement Currency so purchased is less than the sum originally due to the Administrative Agent in the Agreement Currency, the Borrowers agree, as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative Agent or the Person to whom such obligation was owing against such loss.

Submission to Jurisdiction; Service of Process. (a) Any legal action or proceeding with respect to this Agreement or Guaranty, and any of the other Loan Document Documents, may be brought in the courts of the State of New York or of the United States of America for the Southern District of New York, and, by execution and delivery of this Agreement, each Person party Guarantor hereby accepts for itself and in respect of its property, generally and unconditionally, the jurisdiction of the aforesaid courts. The parties hereto hereby irrevocably waive any objection, including any objection to the laying of venue or based on the grounds of forum non conveniens, that which any of them may now or hereafter have to the bringing of any such action or proceeding in such respective jurisdictions. (b) Each Guarantor hereby irrevocably consents to the service of any and all legal process, summons, notices and documents in any suit, action or proceeding brought in the United States of America arising out of or in connection with this Guaranty or any of the other Loan Documents by the mailing (by registered or certified mail, postage prepaid) or delivering of a copy of such process to such Guarantor in care of the Borrower at the Borrower's address specified in Section 11.12 of the Credit Agreement. Each Guarantor agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. (c) Nothing contained in this Section 10.18 18 shall affect the right of the Administrative Agent or any Person party hereto other Guaranteed Party to serve process in any other manner permitted by law or commence legal proceedings or otherwise proceed against any other Person party hereto a Guarantor in any other jurisdiction. (cd) If for the purposes of obtaining judgment in any court it is necessary to convert a sum due hereunder in Dollars or in Euros into another currency, the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase Dollars or such Euros, as the case may be, with such other currency at the spot rate of exchange quoted by the Administrative Agent at 11:00 a.m. (New York time) on the Business Day preceding that on which final judgment is given, for the purchase of Dollars or Euros Dollars, for delivery two Business Days thereafter. The obligation of the Borrowers in respect of any such sum due from it to the Administrative Agent or any other Lender hereunder or under the other Loan Documents shall, notwithstanding any judgment in a currency (the “Judgment Currency”) other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement (the “Agreement Currency”), be discharged only to the extent that on the Business Day following receipt by the Administrative Agent of any sum adjudged to be so due in the Judgment Currency, the Administrative Agent may in accordance with normal banking procedures purchase the Agreement Currency with the Judgment Currency. If the amount of the Agreement Currency so purchased is less than the sum originally due to the Administrative Agent in the Agreement Currency, the Borrowers agree, as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative Agent or the Person to whom such obligation was owing against such loss.

Submission to Jurisdiction; Service of Process. (a) Any legal action or proceeding with respect to this Agreement Agreement, the Orders or any other Loan Document may shall be brought in the courts Bankruptcy Court (except in the case of the State of New York Recognition Orders, the Final Recognition Order and the Foreign Debt Recognition Order or of any other order by the United States of America for Canadian Court, which shall be brought in the Southern District of New York, Canadian Court) and, by execution and delivery of this Agreement, each Person party Loan Party hereby accepts for itself and in respect of its property, generally and unconditionally, the jurisdiction of the aforesaid courts. The parties hereto hereby irrevocably waive any objection, including any objection to the laying of venue or based on the grounds of forum non conveniens, that which any of them may now or hereafter have to the bringing of any such action or proceeding in such respective jurisdictions. (b) Each Loan Party hereby irrevocably consents to the service of any and all legal process, summons, notices and documents in any suit, action or proceeding brought in the United States of America arising out of or in connection with this Agreement, the Orders or any of the other Loan Documents by the mailing (by registered or certified mail, postage prepaid) or delivering of a copy of such process to such Loan Party at its address specified in Section 13.8. Each Loan Party agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. (c) Nothing contained in this Section 10.18 13.12 shall affect the right of the Administrative Agent or any Person party hereto Lender to serve process in any other manner permitted by law or commence legal proceedings or otherwise proceed against the Borrower or any other Person party hereto Loan Party in any other jurisdiction. (cd) If for the purposes of obtaining judgment in any court it is necessary to convert a sum due hereunder in Dollars or in Euros (the “Original Currency”) into another currencycurrency (the “Other Currency”), the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase Dollars or such Euros, as the case may be, Original Currency with such other currency Other Currency at the spot rate of exchange quoted by the Administrative Agent at 11:00 a.m. A.M. (New York time) on the Business Day preceding that on which final judgment is given, for the purchase of Dollars or Euros the Original Currency, for delivery two (2) Business Days thereafter. The obligation obligations of the Borrowers in respect of any such sum due from it to the Administrative Agent or any other Lender hereunder or under the other Loan Documents shall, notwithstanding any judgment in a currency (the “Judgment such Other Currency”) other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement (the “Agreement Currency”), be discharged only to the extent that on the Business Day following receipt by the Administrative Agent or such Lender (as the case may be) of any sum adjudged to be so due in the Judgment Other Currency, the Administrative Agent or such Lender (as the case may be) may in accordance with normal banking procedures purchase the Agreement Original Currency with the Judgment Other Currency. If the amount of the Agreement Original Currency so purchased is less than the sum originally due to the Administrative Agent or such Lender in the Agreement Original Currency, the Borrowers agree, as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative Agent or such Lender (as the Person to whom such obligation was owing case may be) against such loss.

Submission to Jurisdiction; Service of Process. (a) Any legal action or proceeding with respect to this Agreement or any other Loan Document may be brought in the courts of the State of New York or of the United States of America for the Southern District of New York, and, by execution and delivery of this Agreement, each Person party hereby accepts for itself and in respect of its property, generally and unconditionally, the jurisdiction of the aforesaid courts. The parties hereto hereby irrevocably waive any objection, including any objection to the laying of venue or based on the grounds of forum non conveniens, that any of them may now or hereafter have to the bringing of any such action or proceeding in such respective jurisdictions. (b) Nothing contained in this Section 10.18 shall affect the right of any Person party hereto to serve process in any manner permitted by law or commence legal proceedings or otherwise proceed against any other Person party hereto in any other jurisdiction. (c) If for the purposes of obtaining judgment in any court it is necessary to convert a sum due hereunder in Dollars or in Euros a Denomination Currency into another currency, the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase Dollars or such EurosDenomination Currency, as the case may be, with such other currency at the spot rate of exchange quoted by the Administrative Agent at 11:00 a.m. (New York time) on the Business Day preceding that on which final judgment is given, for the purchase of Dollars or Euros such Denomination Currency for delivery two Business Days thereafter. The obligation of the Borrowers Borrower in respect of any such sum due from it to the Administrative Agent Agent, the Foreign Currency Fronting Lender or any other Lender hereunder or under the other Loan Documents shall, notwithstanding any judgment in a currency (the “Judgment Currency”"JUDGMENT CURRENCY") other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement (the “Agreement Currency”"AGREEMENT CURRENCY"), be discharged only to the extent that on the Business Day following receipt by the Administrative Agent of any sum adjudged to be so due in the Judgment Currency, the Administrative Agent may in accordance with normal banking procedures purchase the Agreement Currency with the Judgment Currency. If the amount of the Agreement Currency so purchased is less than the sum originally due to the Administrative Agent or Foreign Currency Fronting Lender in the Agreement Currency, the Borrowers agreeBorrower agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative Agent or the Person to whom such obligation was owing against such loss.