Common use of Jurisdiction, Etc Clause in Contracts

Jurisdiction, Etc. (a) Each of the parties hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the Supreme Court of the State of New York, sitting in New York County, and of the United States District Court for the Southern District of New York, and any appellate court from any thereof, in any action or proceeding by the Collateral Agent or any Secured Party arising out of or relating to this Agreement or any of the other Security Documents to which it is a party or under which it is a beneficiary, or for recognition or enforcement of any judgment obtained in any such action or proceeding, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State court or, to the fullest extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that any Secured Party may otherwise have to bring any action or proceeding relating to this Agreement, the Security Documents or any of the other Financing Documents in the courts of any jurisdiction.

Jurisdiction, Etc. (a) Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the Supreme Court of the State of New York, sitting in New York County, and of the United States District Court for the Southern District of New York, sitting in the Borough of Manhattan (or if such court lacks subject matter jurisdiction, the Supreme Court of the State of New York sitting in the Borough of Manhattan), and any appellate court from any thereof, in any action or proceeding by the Collateral Agent or any Secured Party arising out of or relating to this Agreement or any of the other Security Documents to which it is a party or under which it is a beneficiaryNotes, or for recognition or enforcement of any judgment obtained in any such action or proceedingjudgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in any such New York State court or, to the fullest extent permitted by law, in such Federal federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that any Secured Party party may otherwise have to bring any action or proceeding relating to this Agreement, Agreement or the Security Documents or any of the other Financing Documents Notes in the courts of any jurisdiction.

Jurisdiction, Etc. (a) Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the Supreme Court any New York State court or Federal court of the State United States of New York, America sitting in New York County, and of the United States District Court for the Southern District of New YorkCity, and any appellate court from any thereof, in any action or proceeding by the Collateral Agent or any Secured Party arising out of or relating to this Agreement or any of the other Security Transaction Documents to which it is a party or under which it is a beneficiaryparty, or for recognition or enforcement of any judgment obtained in any such action or proceedingjudgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in any such New York State court or, to the fullest extent permitted by law, in such Federal court. Each of the parties hereto hereby agrees that service of process in any such action or proceeding may be effected by mailing a summons and complaint to it at its address specified in Section 11.02 by registered mail, return receipt requested, or in any other manner permitted by applicable law. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that any Secured Party party may otherwise have to bring any action or proceeding relating to this Agreement, the Security Documents Agreement or any of the other Financing Transaction Documents in the courts of any other jurisdiction.

Jurisdiction, Etc. (a) Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the Supreme Court any New York State court or federal court of the State United States of New York, America sitting in New York County, and of the United States District Court for the Southern District of New YorkCity, and any appellate court from any thereof, in any action or proceeding by the Collateral Agent or any Secured Party arising out of or relating to this Agreement or any of the other Security Documents to which it is a party or under which it is a beneficiaryNotes, or for recognition or enforcement of any judgment obtained in any such action or proceedingjudgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in any such New York State court or, to the fullest extent permitted by law, in such Federal federal court. The Company and each other Borrower hereby further irrevocably consent to the service of process in any action or proceeding in such courts by the mailing thereof by any parties hereto by registered or certified mail, postage prepaid, to the Company at its address specified pursuant to Section 9.02. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that any Secured Party party may otherwise have to bring any action or proceeding relating to this Agreement, Agreement or the Security Documents or any of the other Financing Documents Notes in the courts of any jurisdiction.

Jurisdiction, Etc. (a) Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the Supreme Court any New York State court or federal court of the State United States of New York, America sitting in New York County, and of the United States District Court for the Southern District of New YorkCity, and any appellate court from any thereof, in any action or proceeding by the Collateral Agent or any Secured Party arising out of or relating to this Agreement or any of the other Security Documents to which it is a party or under which it is a beneficiaryLoan Documents, or for recognition or enforcement of any judgment obtained in any such action or proceedingjudgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in any such New York State court or, to the fullest extent permitted by law, in such Federal federal court. Each Grantor hereby irrevocably consents to the service of process in any action or proceeding in such courts by the mailing thereof by any parties hereto by registered or certified mail, postage prepaid, to Holdings at its address specified pursuant to Section 9.02 of the Credit Agreement. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that any Secured Party party may otherwise have to bring any action or proceeding relating to this Agreement, the Security Documents Agreement or any of the other Financing Loan Documents in the courts of any jurisdiction.

Jurisdiction, Etc. (a) Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the Supreme Court any New York State court or federal court of the State United States of New York, America sitting in New York County, and of the United States District Court for the Southern District of New YorkCity, and any appellate court from any thereof, in any action or proceeding by the Collateral Agent or any Secured Party arising out of or relating to this Agreement or any of the other Security Documents to which it is a party or under which it is a beneficiaryNotes, or for recognition or enforcement of any judgment obtained in any such action or proceedingjudgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in any such New York State court or, to the fullest extent permitted by law, in such Federal federal court. The Borrower hereby irrevocably consents to the service of process in any action or proceeding in such courts by the mailing thereof by any parties hereto by registered or certified mail, postage prepaid, to the Borrower at its address specified pursuant to Section 8.02. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that any Secured Party party may otherwise have to bring any action or proceeding relating to this Agreement, Agreement or the Security Documents or any of the other Financing Documents Notes in the courts of any jurisdiction.

Jurisdiction, Etc. (a) Each of the parties hereto hereby irrevocably and unconditionally submitsagrees that it will not commence any action, for itself and its propertylitigation or proceeding of any kind or description, to whether in law or equity, whether in contract or in tort or otherwise, against the nonexclusive jurisdiction Agent, any Lender or any Related Party of the Supreme Court foregoing in any way relating to this Agreement or the transactions relating hereto or thereto, in any forum other than the courts of the State of New York, York sitting in New York County, and of the United States District Court for of the Southern District of New York, and any appellate court from any thereof, in any action or proceeding by the Collateral Agent or any Secured Party arising out of or relating to this Agreement or any of the other Security Documents to which it is a party or under which it is a beneficiary, or for recognition or enforcement of any judgment obtained in any such action or proceeding, and each of the parties hereto hereby irrevocably and unconditionally submits to the exclusive jurisdiction of such courts and agrees that all claims in respect of any such action action, litigation or proceeding may be heard and determined in such New York State court or, to the fullest extent permitted by applicable law, in such Federal federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that any Secured Party party may otherwise have to bring any action or proceeding relating to this Agreement, the Security Documents Agreement or any of the other Financing Documents Note in the courts of any jurisdiction.

Jurisdiction, Etc. (a) Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the Supreme Court any New York State court or federal court of the State United States of New York, America sitting in New York County, and of the United States District Court for the Southern District of New YorkCity, and any appellate court from any thereof, in any action or proceeding by the Collateral Agent or any Secured Party arising out of or relating to this Agreement or any of the other Security Documents to which it is a party or under which it is a beneficiaryNotes, or for recognition or enforcement of any judgment obtained in any such action or proceedingjudgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in any such New York State court or, to the fullest extent permitted by law, in such Federal federal court. The Borrower hereby further irrevocably consents to the service of process in any action or proceeding in such courts by the mailing thereof by any parties hereto by registered or certified mail, postage prepaid, to the Borrower at its address specified pursuant to Section 8.2. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that any Secured Party party may otherwise have to bring any action or proceeding relating to this Agreement, Agreement or the Security Documents or any of the other Financing Documents Notes in the courts of any jurisdiction.

Jurisdiction, Etc. (a) Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the Supreme Court any New York State court or federal court of the State United States of New York, America sitting in New York County, and of the United States District Court for the Southern District of New YorkCity, and any appellate court from any thereof, in any action or proceeding by the Collateral Agent or any Secured Party arising out of or relating to this Agreement or any of the other Security Documents to which it is a party or under which it is a beneficiaryLoan Documents, or for recognition or enforcement of any judgment obtained in any such action or proceedingjudgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in any such New York State court or, to the fullest extent permitted by law, in such Federal federal court. The Borrower hereby agrees and consents to the service of process in any action or proceeding in such courts by the mailing thereof by any parties hereto by registered or certified mail, postage prepaid, to the Borrower at its address specified pursuant to Section 8.02. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that any Secured Party party may otherwise have to bring any action or proceeding relating to this Agreement, the Security Documents Agreement or any of the other Financing Loan Documents in the courts of any jurisdiction.

Jurisdiction, Etc. (a) Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the Supreme Court any New York State court or federal court of the State United States of New York, America sitting in New York County, and of the United States District Court for the Southern District of New YorkCity, and any appellate court from any thereof, in any action or proceeding by the Collateral Agent or any Secured Party arising out of or relating to this Agreement or any of the other Security Documents to which it is a party or under which it is a beneficiaryNotes, or for recognition or enforcement of any judgment obtained in any such action or proceedingjudgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in any such New York State court or, to the fullest extent permitted by law, in such Federal federal court. The Borrower hereby irrevocably consents to the service of process in any action or proceeding in such courts by the mailing thereof by any parties hereto by registered or certified mail, postage prepaid, with an additional notice by telecopier or by reputable overnight delivery service, to the Borrower at its address specified pursuant to Section 8.02. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that any Secured Party party may otherwise have to bring any action or proceeding relating to this Agreement, Agreement or the Security Documents or any of the other Financing Documents Notes in the courts of any jurisdiction.

Jurisdiction, Etc. (a) Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive non-exclusive jurisdiction of the Supreme Court any New York State court or federal court of the State United States of New York, America sitting in New York County, and of the United States District Court for the Southern District of New YorkCity, and any appellate court from any thereof, in any action or proceeding by the Collateral Agent or any Secured Party arising out of or relating to this Agreement or any of the other Security Documents to which it is a party or under which it is a beneficiaryLoan Documents, or for recognition or enforcement of any judgment obtained in any such action or proceedingjudgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in any such New York State court or, to the fullest extent permitted by law, in such Federal federal court. Holdings and each of the Borrowers hereby irrevocably consents to the service of process in any action or proceeding in such courts by the mailing thereof by any parties hereto by registered or certified mail, postage prepaid, to Holdings or such Borrower at its address specified pursuant to Section 9.02. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that any Secured Party party may otherwise have to bring any action or proceeding relating to this Agreement, the Security Documents Agreement or any of the other Financing Loan Documents in the courts of any jurisdiction.

Jurisdiction, Etc. (a) Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the Supreme Court any New York State court or federal court of the State United States of New York, America sitting in New York County, and of the United States District Court for the Southern District of New YorkCity, and any appellate court from any thereof, in any action or proceeding by the Collateral Agent or any Secured Party arising out of or relating to this Agreement or any of the other Security Documents to which it is a party or under which it is a beneficiaryNotes, or for recognition or enforcement of any judgment obtained in any such action or proceedingjudgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in any such New York State court or, to the fullest extent permitted by law, in such Federal federal court. The Borrower hereby agrees that service of process in any such action or proceeding brought in the any such New York State court or in such federal court may be made by the mailing thereof by any parties hereto by registered or certified mail, postage prepaid, to the Borrower at its address specified pursuant to Section 8.02. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that any Secured Party party may otherwise have to bring any action or proceeding relating to this Agreement, Agreement or the Security Documents or any of the other Financing Documents Notes in the courts of any jurisdiction.

Jurisdiction, Etc. (a) Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the Supreme Court any New York State court or federal court of the State United States of New York, America sitting in New York County, and of the United States District Court for the Southern District of New YorkCity, and any appellate court from any thereof, in any action or proceeding by the Collateral Agent or any Secured Party arising out of or relating to this Agreement or any of the other Security Documents to which it is a party or under which it is a beneficiaryNotes, if any, or for recognition or enforcement of any judgment obtained in any such action or proceedingjudgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in any such New York State court or, to the fullest extent permitted by law, in such Federal federal court. The Company and each other Borrower hereby further irrevocably consent to the service of process in any action or proceeding in such courts by the mailing thereof by any parties hereto by registered or certified mail, postage prepaid, to the Company at its address specified pursuant to Section 9.02. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that any Secured Party party may otherwise have to bring any action or proceeding relating to this Agreement, the Security Documents Agreement or any of the other Financing Documents Notes in the courts of any jurisdiction.

Jurisdiction, Etc. (a) Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the Supreme Court any New York State court or federal court of the State United States of New York, America sitting in New York County, and of the United States District Court for the Southern District of New YorkCity, and any appellate court from any thereof, in any action or proceeding by the Collateral Agent or any Secured Party arising out of or relating to this Agreement or any of the other Security Documents to which it is a party or under which it is a beneficiaryLoan Documents, or for recognition or enforcement of any judgment obtained in any such action or proceedingjudgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in any such New York State court or, to the fullest extent permitted by law, in such Federal federal court. Holdings and each of the Borrowers hereby irrevocably consents to the service of process in any action or proceeding in such courts by the mailing thereof by any parties hereto by registered or certified mail, postage prepaid, to Holdings or such Borrower at its address specified pursuant to Section 9.02. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that any Secured Party party may otherwise have to bring any action or proceeding relating to this Agreement, the Security Documents Agreement or any of the other Financing Loan Documents in the courts of any jurisdiction.

Jurisdiction, Etc. (a) Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the Supreme Court any New York State court or federal court of the State United States of New York, America sitting in New York County, and of the United States District Court for the Southern District of New YorkCity, and any appellate court from any thereof, in any action or proceeding by the Collateral Agent or any Secured Party arising out of or relating to this Agreement or any of the other Security Loan Documents to which it is a party or under which it is a beneficiaryparty, or for recognition or enforcement of any judgment obtained in any such action or proceedingjudgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in any such New York State court or, to the fullest extent permitted by law, in such Federal federal court. Each Borrower irrevocably consents to the service of any and all process in any such action or proceeding by the mailing of copies of such process by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Borrower at its address specified in Section 9.02 and agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to xxx in any other jurisdiction. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that any Secured Party party may otherwise have to bring any action or proceeding relating to this Agreement, the Security Documents Agreement or any of the other Financing Loan Documents in the courts of any jurisdiction.

Jurisdiction, Etc. (a) Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the Supreme Court any New York State court or federal court of the State United States of New York, America sitting in New York County, and of the United States District Court for the Southern District of New YorkCity, and any appellate court from any thereof, in any action or proceeding by the Collateral Agent or any Secured Party arising out of or relating to this Agreement or any of the other Security Documents to which it is a party or under which it is a beneficiaryLoan Document, or for recognition or enforcement of any judgment obtained in any such action or proceedingjudgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in any such New York State court or, to the fullest extent permitted by law, in such Federal federal court. Each of the parties hereto consents to the service of copies of any and all process which may be served in any such action or proceeding by the mailing of copies of such process to such party at its address specified in Section 7.02. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or any other Loan Document shall affect any right that any Secured Party party may otherwise have to bring any action or proceeding relating to this Agreement, the Security Documents Agreement or any of the other Financing Documents Loan Document in the courts of any other jurisdiction.

Jurisdiction, Etc. (a) Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the Supreme Court any New York State court or federal court of the State United States of New York, America sitting in New York County, and of the United States District Court for the Southern District of New YorkCity, and any appellate court from any thereof, in any action or proceeding by the Collateral Agent or any Secured Party arising out of or relating to this Agreement or any of the other Security Documents to which it is a party or under which it is a beneficiaryNotes, or for recognition or enforcement of any judgment obtained in any such action or proceedingjudgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in any such New York State court or, to the fullest extent permitted by law, in such Federal courtfederal court in New York City. The Borrower hereby irrevocably consents to the service of process in any action or proceeding in such courts by the mailing thereof by any parties hereto by registered or certified mail, postage prepaid, to the Borrower at its address specified pursuant to Section 8.02. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that any Secured Party party may otherwise have to bring any action or proceeding relating to this Agreement, Agreement or the Security Documents or any of the other Financing Documents Notes in the courts of any jurisdiction.

Jurisdiction, Etc. (a) Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the Supreme Court any New York State court or Federal court of the State United States of New York, America sitting in New York County, and of the United States District Court for the Southern District of New York, and any appellate court from any thereof, in any action or proceeding by the Collateral Agent or any Secured Party arising out of or relating to this Agreement or any of the other Security Loan Documents to which it is a party or under which it is a beneficiaryparty, or for recognition or enforcement of any judgment obtained in any such action or proceedingjudgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in any such New York State court or, to the fullest extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding proceeding, to the extent permitted by law, shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that any Secured Party party may otherwise have to bring any action or proceeding relating to this Agreement, the Security Documents Agreement or any of the other Financing Loan Documents in the courts of any jurisdiction.

Jurisdiction, Etc. (a) Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the Supreme Court any New York State court or federal court of the State United States of New York, America sitting in New York County, and of the United States District Court for the Southern District of New YorkCity, and any appellate court from any thereof, in any action or proceeding by the Collateral Agent or any Secured Party arising out of or relating to this Agreement or any of the other Security Documents to which it is a party or under which it is a beneficiaryLoan Documents, or for recognition or enforcement of any judgment obtained in any such action or proceedingjudgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in any such New York State court or, to the fullest extent permitted by law, in such Federal federal court. The Borrower hereby further irrevocably consents to the service of process in any action or proceeding in such courts by the mailing thereof by any parties hereto by registered or certified mail, postage prepaid, to the Borrower at its address specified pursuant to Section 9.02. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that any Secured Party party may otherwise have to bring any action or proceeding relating to this Agreement, the Security Documents Agreement or any of the other Financing Loan Documents in the courts of any jurisdiction.

Jurisdiction, Etc. (a) Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the Supreme Court any New York State court or federal court of the State United States of New York, America sitting in New York County, and of the United States District Court for the Southern District of New YorkCity, and any appellate court from any thereof, in any action or proceeding by the Collateral Agent or any Secured Party arising out of or relating to this Agreement or any of the other Security Documents to which it is a party or under which it is a beneficiaryLoan Document, or for recognition or enforcement of any judgment obtained in any such action or proceedingjudgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in any such New York State court or, to the fullest extent permitted by law, in such Federal federal court. The Company and each other Borrower hereby irrevocably consents to the service of process in any action or proceeding in such courts by the mailing thereof by any parties hereto by registered or certified mail, postage prepaid, to the Company at its address specified pursuant to Section 9.02. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that any Secured Party party may otherwise have to bring any action or proceeding relating to this Agreement, the Security Documents Agreement or any of the other Financing Documents Loan Document in the courts of any jurisdiction.

Jurisdiction, Etc. (a) Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the Supreme Court any New York State court or federal court of the State United States of New York, America sitting in New York County, and of the United States District Court for the Southern District of New YorkCity, and any appellate court from any thereof, in any action or proceeding by the Collateral Agent or any Secured Party arising out of or relating to this Agreement or any of the other Security Documents to which it is a party or under which it is a beneficiaryNotes, or for recognition or enforcement of any judgment obtained in any such action or proceedingjudgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in any such New York State court or, to the fullest extent permitted by law, in such Federal federal court. Each party hereby irrevocably consents to the service of process in any action or proceeding in such courts by the mailing thereof by any parties hereto by registered or certified mail (return receipt requested), postage prepaid, to such party at its address specified pursuant to Section 8.02. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that any Secured Party party may otherwise have to bring any action or proceeding relating to this Agreement, Agreement or the Security Documents or any of the other Financing Documents Notes in the courts of any jurisdiction.

Jurisdiction, Etc. (a) Each of the parties hereby The Borrower irrevocably and unconditionally submitsagrees that it will not commence any action, for itself and its propertylitigation or proceeding of any kind or description, to whether in law or equity, whether in contract or in tort or otherwise, against the nonexclusive jurisdiction Administrative Agent, any Lender, any Issuing Bank, any Cash Management Bank, any Hedge Bank or any Related Party of the Supreme Court foregoing in any way relating to this Agreement or any other Loan Document or the transactions relating hereto or thereto, in any forum other than the courts of the State of New York, York sitting in New York County, and of the United States District Court for of the Southern District of New York, and any appellate court from any thereof, in any action or proceeding by the Collateral Agent or any Secured Party arising out of or relating to this Agreement or any of the other Security Documents to which it is a party or under which it is a beneficiary, or for recognition or enforcement of any judgment obtained in any such action or proceeding, and each of the parties hereto hereby irrevocably and unconditionally submits to the jurisdiction of such courts and agrees that all claims in respect of any such action action, litigation or proceeding may be heard and determined in such New York State court or, to the fullest extent permitted by applicable law, in such Federal federal court. Each of the parties hereto agrees that a final judgment in any such action action, litigation or Alliance Resource Fourth Amended and Restated Credit Agreement 127 proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or in any other Loan Document shall affect any right that the Administrative Agent, any Secured Party Lender or any Issuing Bank may otherwise have to bring any action or proceeding relating to this Agreement, the Security Documents Agreement or any of other Loan Document against the Borrower or any other Financing Documents Loan Party or its properties in the courts of any jurisdiction.

Jurisdiction, Etc. (a) Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the Supreme Court any New York State court or federal court of the State United States of New York, America sitting in New York County, and of the United States District Court for the Southern District of New YorkCity, and any appellate court from any thereof, in any action or proceeding by the Collateral Agent or any Secured Party arising out of or relating to this Agreement or any of the other Security Documents to which it is a party or under which it is a beneficiaryNotes, or for recognition or enforcement of any judgment obtained in any such action or proceedingjudgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in any such New York State court or, to the fullest extent permitted by law, in such Federal federal court. The Borrower hereby further consents to the service of process in any action or proceeding in such courts by the mailing thereof by any parties hereto by registered or certified mail, postage prepaid, to the Borrower at its address specified pursuant to Section 8.02. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that any Secured Party party may otherwise have to bring any action or proceeding relating to this Agreement, Agreement or the Security Documents or any of the other Financing Documents Notes in the courts of any jurisdiction.

Jurisdiction, Etc. (a) Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the Supreme Bankruptcy Court and, if the Bankruptcy Court does not have (or abstains from) jurisdiction, to the nonexclusive jurisdiction of any New York State court or federal court of the State United States of New York, America sitting in New York County, and of the United States District Court for the Southern District of New YorkCity, and any appellate court from any thereof, in any action or proceeding by the Collateral Agent or any Secured Party arising out of or relating to this Agreement or any of the other Security Loan Documents to which it is a party or under which it is a beneficiaryparty, or for recognition or enforcement of any judgment obtained in any such action or proceedingjudgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in any such New York State court or, to the fullest extent permitted by law, in such Federal federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that any Secured Party party may otherwise have to bring any action or proceeding relating to this Agreement, the Security Documents Agreement or any of the other Financing Loan Documents in the courts of any jurisdiction.

Jurisdiction, Etc. (a) Each of the parties hereto (and each Designated Borrower, by its acceptance of the proceeds of Loans made to it) hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the Supreme Court any New York State court or federal court of the State United States of New York, America sitting in New York County, and of the United States District Court for the Southern District of New YorkCity, and any appellate court from any thereof, in any action action, proceeding or proceeding by the Collateral Agent or any Secured Party counterclaim arising out of or relating to this Agreement or any of the other Security Documents to which it is a party or under which it is a beneficiaryLoan Documents, or for recognition or enforcement of any judgment obtained in any such action or proceedingjudgment, and each of the parties hereto and each Designated Borrower hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in any such New York State court or, to the fullest extent permitted by law, in such Federal federal court. Each of the parties hereto and each Designated 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. Nothing in this Agreement shall affect any right that any Secured Party party may otherwise have to bring any action or proceeding relating to this Agreement, the Security Documents Agreement or any of the other Financing Loan Documents in the courts of any jurisdiction.

Jurisdiction, Etc. (a) Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive exclusive jurisdiction of the Supreme Court of the State of New York, sitting in any New York County, and State court or federal court of the United States District Court for of America sitting in the Southern District Borough of Manhattan, New YorkYork City, and any appellate court from any thereof, in any action or proceeding by the Collateral Agent or any Secured Party arising out of or relating to this Agreement or any of the other Security Loan Documents (except as expressly provided otherwise therein) to which it is a party or under which it is a beneficiaryparty, or for recognition or enforcement of any judgment obtained in any such action or proceedingjudgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in any such New York State court or, to the fullest extent permitted by law, in such Federal federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that any Secured Party party may otherwise have to bring any action or proceeding relating to this Agreement, the Security Documents Agreement or any of the other Financing Loan Documents in the courts of any jurisdiction.

Jurisdiction, Etc. (a) Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the Supreme Court any New York State court or federal court of the State United States of New York, America sitting in New York County, and of the United States District Court for the Southern District of New YorkCity, and any appellate court from any thereof, in any action or proceeding by the Collateral Agent or any Secured Party arising out of or relating to this Agreement or any of the other Security Documents to which it is a party or under which it is a beneficiaryNotes, or for recognition or enforcement of any judgment obtained in any such action or proceedingjudgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in any such New York State court or, to the fullest extent permitted by law, in such Federal federal court. The Borrower hereby further irrevocably consents to the service of process in any action or proceeding in such courts by the mailing thereof by any parties hereto by registered or certified mail, postage prepaid, to the Borrower at its address specified pursuant to Section 8.02. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that any Secured Party party may otherwise have to bring any action or proceeding relating to this Agreement, Agreement or the Security Documents or any of the other Financing Documents Notes in the courts of any jurisdiction.

Jurisdiction, Etc. (a) Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the Supreme Court any New York State court or federal court of the State United States of New York, America sitting in New York County, and of the United States District Court for the Southern District of New YorkCity, and any appellate court from any thereof, in any action or proceeding by the Collateral Agent or any Secured Party arising out of or relating to this Agreement or any of the other Security Documents to which it is a party or under which it is a beneficiaryLoan Documents, or for recognition or enforcement of any judgment obtained in any such action or proceedingjudgment, and each of the parties hereto hereby irrevocably and unconditionally submits to the jurisdiction of such courts and agrees that all claims in respect of any such action or proceeding may be heard and determined in any such New York State court or, to the fullest extent permitted by law, in such Federal federal court. Each Borrower hereby further irrevocably consents to the service of process in any action or proceeding in such courts by the mailing thereof by any parties hereto by registered or certified mail, postage prepaid, to such Borrower at the address of the Company specified pursuant to Section 10.02. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that any Secured Party party may otherwise have to bring any action or proceeding relating to this Agreement, the Security Documents Agreement or any of the other Financing Loan Documents in the courts of any jurisdiction.

Jurisdiction, Etc. (a) Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive exclusive jurisdiction of the Supreme Court any New York State court or federal court of the State United States of New York, America sitting in New York County, and of the United States District Court for the Southern District of New YorkCity, and any appellate court from any thereof, in any action or proceeding by the Collateral Agent or any Secured Party arising out of or relating to this Agreement or any of the other Security Documents to which it is a party or under which it is a beneficiaryDocuments, or for recognition or enforcement of any judgment obtained in any such action or proceedingjudgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in any such New York State court or, to the fullest extent permitted by law, in such Federal federal court. Each Grantor hereby irrevocably consents to the service of process in any action or proceeding in such courts by the mailing thereof by any parties hereto by registered or certified mail, postage prepaid, to the Issuer at its address specified pursuant to Section 12.02 of the Indenture. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that any Secured Party party may otherwise have to bring any action or proceeding relating to this Agreement, the Security Documents Agreement or any of the other Financing Security Documents in the courts of any jurisdiction.

Jurisdiction, Etc. (a) Each of the parties The Borrower hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive exclusive jurisdiction of the Supreme Court any New York State court or federal court of the State United States of New York, America sitting in New York County, and of the United States District Court for the Southern District of New YorkCity, and any appellate court from any thereof, in any action or proceeding by the Collateral Agent or any Secured Party arising out of or relating to this Agreement or any of the other Security Documents to which it is a party or under which it is a beneficiaryLoan Documents, or for recognition or enforcement of any judgment obtained in any such action or proceedingjudgment, and each of the parties hereto hereby irrevocably and unconditionally submits to the jurisdiction of such courts and agrees that all claims in respect of any such action or proceeding may be heard and determined in any such New York State court or, to the fullest extent permitted by law, in such Federal federal court. The Borrower hereby further irrevocably consents to the service of process in any action or proceeding in such courts by the mailing thereof by any parties hereto by registered or certified mail, postage prepaid, to the Borrower at the address of the Company specified pursuant to Section 10.02. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that any Secured Party the Administrative Agent or the Lenders may otherwise have to bring any action or proceeding relating to this Agreement, the Security Documents Agreement or any of the other Financing Loan Documents in the courts of any jurisdiction.

Jurisdiction, Etc. (a) Each of the parties hereto hereby irrevocably and unconditionally submitsagrees that it will not commence any action, for itself and its propertylitigation or other proceeding of any kind or description, to whether in law or equity, whether in contract or in tort or otherwise, against any other party hereto in any forum other than the nonexclusive jurisdiction of the Supreme Court courts of the State of New York, York sitting in New York County, and of the United States District Court for of the Southern District of New York, and any appellate court from any thereof, in any action or proceeding by the Collateral Agent or any Secured Party arising out of or relating to this Agreement or any and each of the other Security Documents parties hereto irrevocably and unconditionally submits to which it is a party or under which it is a beneficiary, or for recognition or enforcement the jurisdiction of any judgment obtained in any such action or proceedingcourts, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action action, litigation or proceeding may be heard and determined in any such New York State court or, to the fullest extent permitted or required by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that any Secured Party party may otherwise have to bring any action or proceeding relating to this Agreement, the Security Documents Agreement or any of the other Financing Loan Documents in the courts of any jurisdiction.

Jurisdiction, Etc. (a) Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the Supreme Court any New York State court or Federal court of the State United States of New York, America sitting in New York County, and of the United States District Court for the Southern District of New York, and any appellate court from any thereof, in any action or proceeding by the Collateral Agent or any Secured Party arising out of or relating to this Agreement or any of the other Security Transaction Documents to which it is a party or under which it is a beneficiaryparty, or for recognition or enforcement of any judgment obtained in any such action or proceedingjudgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in any such New York State court or, to the fullest extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding proceeding, to the extent permitted by law, shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that any Secured Party party may otherwise have to bring any action or proceeding relating to this Agreement, the Security Documents Agreement or any of the other Financing Transaction Documents in the courts of any jurisdiction.. Desert Hawk Investment Agreement 63

Jurisdiction, Etc. (a) Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the Supreme Court of the State of New York, sitting in any New York County, and State court or Federal court of the United States District Court for of America sitting in the Southern District Borough of Manhattan in New YorkYork City, and any appellate court from any thereof, in any action or proceeding by the Collateral Agent or any Secured Party arising out of or relating to this Agreement or any of the other Security Transaction Documents to which it is a party or under which it is a beneficiaryparty, or for recognition or enforcement of any judgment obtained in any such action or proceedingjudgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in any such New York State court or, to the fullest extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that any Secured Party party may otherwise have to bring any action or proceeding relating to this Agreement, the Security Documents Agreement or any of the other Financing Transaction Documents in the courts of any jurisdiction.

Jurisdiction, Etc. (a) Each Except in so far as the Bankruptcy Court has jurisdiction over the matter, each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the Supreme Court any New York State court or federal court of the State United States of New York, America sitting in New York County, and of the United States District Court for the Southern District of New YorkCity, and any appellate court from any thereof, in any action or proceeding by the Collateral Agent or any Secured Party arising out of or relating to this Agreement or any of the other Security Loan Documents to which it is a party or under which it is a beneficiaryparty, or for recognition or enforcement of any judgment obtained in any such action or proceedingjudgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in any such New York State court or, to the fullest extent permitted by law, in such Federal federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that any Secured Party party may otherwise have to bring any action or proceeding relating to this Agreement, the Security Documents Agreement or any of the other Financing Loan Documents in the courts of any jurisdiction.

Jurisdiction, Etc. (a) Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive exclusive jurisdiction of the Supreme Court of the State of New York, sitting in any New York County, and State court or federal court of the United States District Court for of America sitting in the Southern District Borough of Manhattan, New YorkYork City, and any appellate court from any thereof, in any action or proceeding by the Collateral Agent or any Secured Party arising out of or relating to this Agreement Amendment or any of the other Security Loan Documents (except as expressly provided otherwise therein) to which it is a party or under which it is a beneficiaryparty, or for recognition or enforcement of any judgment obtained in any such action or proceedingjudgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in any such New York State court or, to the fullest extent permitted by law, in such Federal federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement Amendment shall affect any right that any Secured Party party may otherwise have to bring any action or proceeding relating to this Agreement, the Security Documents Amendment or any of the other Financing Loan Documents in the courts of any jurisdiction.

Jurisdiction, Etc. (a) Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the Supreme Court any New York State court or Federal court of the State United States of New York, America sitting in New York County, and of the United States District Court for the Southern District of New YorkCity, and any appellate court from any thereof, in any action or proceeding by the Collateral Agent or any Secured Party arising out of or relating to this Agreement or any of the other Security Loan Documents to which it is a party or under which it is a beneficiaryparty, or for recognition or enforcement of any judgment obtained in any such action or proceedingExpress – Asset-Based Loan Credit Agreement 101 judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in any such New York State court or, to the fullest extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that any Secured Party party may otherwise have to bring any action or proceeding relating to this Agreement, the Security Documents Agreement or any of the other Financing Loan Documents in the courts of any jurisdiction.

Jurisdiction, Etc. (a) Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the Supreme Court any New York State court or Federal court of the State United States of New York, America sitting in New York County, and of the United States District Court for the Southern District of New York, and any appellate court from any thereof, in any action or proceeding by the Collateral Agent or any Secured Party arising out of or relating to this Agreement or any of the other Security Indenture Documents to which it is a party or under which it is a beneficiaryparty, or for recognition or enforcement of any judgment obtained in any such action or proceedingjudgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in any such New York State court or, to the fullest extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that any Secured Party party may otherwise have to bring any action or proceeding relating to this Agreement, the Security Documents Agreement or any of the other Financing Indenture Documents in the courts of any jurisdiction.

Jurisdiction, Etc. (a) Each Except to the extent set forth in clause (c) below, each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the Supreme Court any New York State court or Federal court of the State United States of New York, America sitting in New York County, and of the United States District Court for the Southern District of New York, and any appellate court from any thereof, in any action or proceeding by the Collateral Agent or any Secured Party arising out of or relating to this Agreement or any of the other Security Loan Documents to which it is a party or under which it is a beneficiaryparty, or for recognition or enforcement of any judgment obtained in any such action or proceedingjudgment, and each of the parties hereto such party hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in any such New York State Digital Realty – Yen Credit Agreement 111 court or, to the fullest extent permitted by law, in such Federal court. Each of the parties hereto such party further agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing Except to the extent set forth in clause (c) below, nothing in this Agreement shall affect any right that any Secured Party party may otherwise have to bring any action or proceeding relating to this Agreement, the Security Documents Agreement or any of the other Financing Loan Documents in the courts of any jurisdiction.

Jurisdiction, Etc. (a) Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the Supreme Court any New York State court or Federal court of the State United States of New York, America sitting in New York County, and of the United States District Court for the Southern District of New YorkCity, and any appellate court from any thereof, in any action or proceeding by the Collateral Agent or any Secured Party arising out of or relating to this 108 Agreement or any of the other Security Loan Documents to which it is a party or under which it is a beneficiaryparty, or for recognition or enforcement of any judgment obtained in any such action or proceedingjudgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in any such New York State court or, to the fullest extent permitted by law, in such Federal court. The Borrower hereby irrevocably designates and appoints Corporation Service Company, 00 Xxxxx Xxxxxx, Xxxxxx, XX 00000, as its agent to receive service of all process brought against the Borrower with respect to any such proceeding in any such court in New York, such service being hereby acknowledged by the Borrower to be effective and binding service in every respect. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that any Secured Party party may otherwise have to bring any action or proceeding relating to this Agreement, the Security Documents Agreement or any of the other Financing Loan Documents in the courts of any jurisdiction.

Jurisdiction, Etc. (a) Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the Supreme Court any New York State court or Federal court of the State United States of New York, America sitting in New York County, and of the United States District Court for the Southern District of New YorkCity, and any appellate court from any thereof, in any action or proceeding by the Collateral Agent or any Secured Party arising out of or relating to this Agreement or any of the other Security Loan Documents to which it is a party or under which it is a beneficiaryparty, or for recognition or enforcement of any judgment obtained in any such action or proceedingjudgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in any such New York State court or, to the fullest extent permitted by law, in such Federal court. Each of the Loan Parties hereby agrees that service of all process in any such proceeding in any such court may be made by registered mail or certified mail, return receipt requested, to such Loan Party at its address provided in Section 9.02. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that any Secured Party party may otherwise have to bring any action or proceeding relating to this Agreement, the Security Documents Agreement or any of the other Financing Loan Documents in the courts of any jurisdiction.

Jurisdiction, Etc. (a) Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the Supreme Court of the State of New York, sitting in any New York County, and State court or federal court of the United States District Court for of America sitting in the Southern District Borough of Manhattan in New YorkYork City, and any appellate court from any thereof, in any action or proceeding by the Collateral Agent or any Secured Party arising out of or relating to this Agreement or any of the other Security Documents to which it is a party or under which it is a beneficiaryNotes, or for recognition or enforcement of any judgment obtained in any such action or proceedingjudgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in any such New York State court or, to the fullest extent permitted by law, in such Federal courtfederal court sitting in the Borough of Manhattan in New York City. The Borrower hereby irrevocably consents to the service of process in any action or proceeding in such courts by the mailing thereof by any parties hereto by registered or certified mail, postage prepaid, to the Borrower at its address specified pursuant to Section 8.02. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that any Secured Party party may otherwise have to bring any action or proceeding relating to this Agreement, Agreement or the Security Documents or any of the other Financing Documents Notes in the courts of any jurisdiction.

Jurisdiction, Etc. (a) Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive exclusive jurisdiction of the Supreme Court any New York State court or federal court of the State United States of New York, America sitting in New York County, and of the United States District Court for the Southern District of New YorkCity, and any appellate court from any thereof, in any action or proceeding by the Collateral Agent or any Secured Party arising out of or relating to this Agreement or any of the other Security Loan Documents to which it is a party or under which it is a beneficiaryparty, or for recognition or enforcement of any judgment obtained in any such action or proceedingjudgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in any such New York State court or, to the fullest extent permitted by law, in such Federal federal court. Each Co-Borrower irrevocably consents to the service of any and all process in any such action or proceeding by the mailing of copies of such process by registered or certified mail (or any substantially similar form of mail), postage prepaid, to the Funds Administrator at its address specified in Section 11.02 and agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to xxx in any other jurisdiction. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that the Administrative Agent, the Security Agent or any Secured Lender Party may otherwise have to bring any action or proceeding relating to this Agreement, the Security Documents Agreement or any of the other Financing Loan Documents in the courts of any other jurisdiction.

Jurisdiction, Etc. (a) Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the Supreme Court any New York State court or federal court of the State United States of New York, America sitting in New York County, and of the United States District Court for the Southern District of New YorkCity, and any appellate court from any thereof, in any action or proceeding by the Collateral Agent or any Secured Party arising out of or relating to this Agreement or any of the other Security Documents to which it is a party or under which it is a beneficiaryLoan Document, or for recognition or enforcement of any judgment obtained in any such action or proceedingjudgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in any such New York State court or, to the fullest extent permitted by law, in such Federal federal court. Each of the parties hereto consents to the service of copies of any and all process which may be served in any such action or proceeding by the mailing of copies of such process to such party at its address specified in the Basic Terms. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or any other Loan Document shall affect any right that any Secured Party party may otherwise have to bring any action or proceeding relating to this Agreement, the Security Documents Agreement or any of the other Financing Documents Loan Document in the courts of any other jurisdiction.

Jurisdiction, Etc. (a) Each of the parties hereto hereby irrevocably and unconditionally submitsagrees that it will not commence any action, for itself and its propertylitigation or other proceeding of any kind or description, to whether in law or equity, whether in contract or in tort or otherwise, against any other party hereto in any forum other than the nonexclusive jurisdiction of the Supreme Court courts of the State of New York, York sitting in New York County, and of the United States District Court for of the Southern District of New York, and any appellate court from any thereof, in any action or proceeding by the Collateral Agent or any Secured Party arising out of or relating to this Agreement or any and each of the other Security Documents parties hereto irrevocably and unconditionally submits to which it is a party or under which it is a beneficiary, or for recognition or enforcement the jurisdiction of any judgment obtained in any such action or proceedingcourts, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action action, litigation or proceeding may be heard and determined in any such New York State court or, to the fullest extent permitted or required by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that any Secured Party party may otherwise have to bring any action or proceeding relating to this Agreement, the Security Documents Agreement or any of the other Financing Loan Documents in the courts of any jurisdiction.. 141

Jurisdiction, Etc. (a) Each of the parties hereto hereby ------------------------------- irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the Supreme Bankruptcy Court or any New York State court or Federal court of the State United States of New York, America sitting in New York County, and of the United States District Court for the Southern District of New YorkCity, and any appellate court from any thereof, in any action or proceeding by the Collateral Agent or any Secured Party arising out of or relating to this Agreement or any of the other Security Loan Documents to which it is a party or under which it is a beneficiaryparty, or for recognition or enforcement of any judgment obtained in any such action or proceedingjudgment, 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 the Bankruptcy Court or any such New York State court or, to the fullest extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that any Secured Party party may otherwise have to bring any action or proceeding relating to this Agreement, the Security Documents Agreement or any of the other Financing Loan Documents in the courts of any jurisdiction.. 105

Jurisdiction, Etc. (a) Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the Supreme Bankruptcy Court or of any New York State court or federal court of the State United States of New York, America sitting in New York County, and of the United States District Court for the Southern District of New YorkCity, and any appellate court from any thereof, in any action or proceeding by the Collateral Agent or any Secured Party arising out of or relating to this Agreement or any of the other Security Loan Documents to which it is a party or under which it is a beneficiaryparty, or for recognition or enforcement of any judgment obtained in any such action or proceedingjudgment, 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 the Bankruptcy Court or in any such New York State court or, to the fullest extent permitted by law, in such Federal federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that any Secured Party 102 party may otherwise have to bring any action or proceeding relating to this Agreement, the Security Documents Agreement or any of the other Financing Loan Documents in the courts of any jurisdiction.

Jurisdiction, Etc. (a) Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the Supreme Court any New York State court or federal court of the State United States of New York, America sitting in New York County, and of the United States District Court for the Southern District of New YorkCity, and any appellate court from any thereof, in any action or proceeding by the Collateral Agent or any Secured Party arising out of or relating to this Agreement or any of the other Security Documents to which it is a party or under which it is a beneficiaryLoan Document, or for recognition or enforcement of any judgment obtained in any such action or proceedingjudgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in any such New York State court or, to the fullest extent permitted by law, in such Federal federal court. Each party hereto hereby waives personal service of any and all process issued in any such action or proceeding and agrees that service of any and all process may be made by reputable overnight courier or delivery system or any other means of service permitted under applicable law, addressed to such party at its address specified in the Basic Terms. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or any other Loan Document shall affect any right that any Secured Party party may otherwise have to bring any action or proceeding relating to this Agreement, the Security Documents Agreement or any of the other Financing Documents Loan Document in the courts of any other jurisdiction.

Jurisdiction, Etc. (a) Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the Supreme Court any New York State court or federal court of the State United States of New York, America sitting in New York County, and of the United States District Court for the Southern District of New YorkCity, and any appellate court from any thereof, in any action or proceeding by the Collateral Agent or any Secured Party arising out of or relating to this Agreement or any of the other Security Loan Documents to which it is a party or under which it is a beneficiaryparty, or for recognition or enforcement of any judgment obtained in any such action or proceedingjudgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in any such New York State court or, to the fullest extent permitted by law, in such Federal 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 NYDOCS03/100354 Xxxxxxxx'x International Credit Agreement suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that any Secured Party party may otherwise have to bring any action or proceeding relating to this Agreement, the Security Documents Agreement or any of the other Financing Loan Documents in the courts of any jurisdiction.

Jurisdiction, Etc. (a) Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the Supreme Court of the State of New York, sitting in any New York County, and state court or federal court of the United States District Court for the Southern District of America sitting in New York, New York, and any appellate court from any thereof, in any action or proceeding by the Collateral Agent or any Secured Party arising out of or relating to this Agreement or any of the other Security Loan Documents to which it is a party or under which it is a beneficiaryparty, or for recognition or enforcement of any judgment obtained in any such action or proceedingjudgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in any such New York State state court or, to the fullest extent permitted by applicable law, in such Federal federal court. Each of the parties hereto hereby irrevocably consents to the service of copies of any summons and complaint and any other process which may be served in any such action or proceeding by certified mail, return receipt requested, or by delivering a copy of such process to such party, at its address specified in Section 9.02, or by any other method permitted by applicable law. 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 applicable law. Nothing in this Agreement shall affect any right that any Secured Party party may otherwise have to bring any action or proceeding relating to this Agreement, the Security Documents Agreement or any of the other Financing Loan Documents in the courts of any jurisdiction.

Jurisdiction, Etc. (a) Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the Supreme Court any New York State court or Federal court of the State United States of New York, America sitting Alliance Credit Agreement 105 105 in New York County, and of the United States District Court for the Southern District of New York, and any appellate court from any thereof, in any action or proceeding by the Collateral Agent or any Secured Party arising out of or relating to this Agreement or any of the other Security Loan Documents to which it is a party or under which it is a beneficiaryparty, or for recognition or enforcement of any judgment obtained in any such action or proceedingjudgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in any such New York State court or, to the fullest extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding proceeding, to the extent permitted by law, shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that any Secured Party party may otherwise have to bring any action or proceeding relating to this Agreement, the Security Documents Agreement or any of the other Financing Loan Documents in the courts of any jurisdiction.

Jurisdiction, Etc. xxiv) (a) Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive exclusive jurisdiction of the Supreme Court of the State of New York, sitting in any New York County, and State court or federal court of the United States District Court for of America sitting in the Southern District Borough of Manhattan, New YorkYork City, and any appellate court from any thereof, in any action or proceeding by the Collateral Agent or any Secured Party arising out of or relating to this Agreement or any of the other Security Loan Documents (except as expressly provided otherwise therein) to which it is a party or under which it is a beneficiaryparty, or for recognition or enforcement of any judgment obtained in any such action or proceedingjudgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in any such New York State court or, to the fullest extent permitted by law, in such Federal federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that any Secured Party party may otherwise have to bring any action or proceeding relating to this Agreement, the Security Documents Agreement or any of the other Financing Loan Documents in the courts of any jurisdiction.

Jurisdiction, Etc. (a) Each of the parties hereto (and each Designated Borrower, by its acceptance of the proceeds of Loans made to it) hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the Supreme Court any New York State court or federal court of the State United States of New York, America sitting in New York County, and of the United States District Court for the Southern District of New YorkCity, and any appellate court from any thereof, in any action action, proceeding or proceeding by the Collateral Agent or any Secured Party counterclaim arising out of or relating to this Agreement or any of the other Security Documents to which it is a party or under which it is a beneficiaryLoan Documents, or for recognition or enforcement of any judgment obtained in any such action or proceedingjudgment, and each of the parties hereto and each Designated Borrower hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in any such New York State court or, to the fullest extent permitted by law, in such Federal federal court. Each of the parties hereto and each Designated 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. Nothing in this Agreement shall affect any right that any Secured Party party may otherwise have to bring any action or proceeding relating to this Agreement, the Security Documents Agreement or any of the other Financing Loan Documents in the courts of any jurisdiction.. MARRIOTT CREDIT AGREEMENT 101

Jurisdiction, Etc. (ac) Each Except to the extent set forth in clause (c) below, each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the Supreme Court any New York State court or Federal court of the State United States of New York, America sitting in New York County, and of the United States District Court for the Southern District of New York, and any appellate court from any thereof, in any action or proceeding by the Collateral Agent or any Secured Party arising out of or relating to this Agreement or any of the other Security Loan Documents to which it is a party or under which it is a beneficiaryparty, or for recognition or enforcement of any judgment obtained in any such action or proceedingjudgment, and each of the parties hereto such party hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in any such New York State court or, to the fullest extent permitted by law, in such Federal court. Each of the parties hereto such party further agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing Except to the extent set forth in clause (c) below, nothing in this Agreement shall affect any right that any Secured Party party may otherwise have to bring any action or proceeding relating to this Agreement, the Security Documents Agreement or any of the other Financing Loan Documents in the courts of any jurisdiction.

Jurisdiction, Etc. (a) Each of the parties hereby party hereto irrevocably and unconditionally submitsagrees that it will not commence any action, for itself and its propertylitigation or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, in any way relating to this Agreement or any other Loan Document or the nonexclusive jurisdiction of transactions relating hereto or thereto, in any forum other than the Supreme Court courts of the State of New York, York sitting in New York County, and of the United States District Court for of the Southern District of New York, and any appellate court from any thereof, in any action or proceeding by the Collateral Agent or any Secured Party arising out of or relating to this Agreement or any of the other Security Documents to which it is a party or under which it is a beneficiary, or for recognition or enforcement of any judgment obtained in any such action or proceeding, and each of the parties hereto hereby irrevocably and unconditionally submits to the exclusive jurisdiction of such courts and agrees that all claims in respect of any such action action, litigation or proceeding may be heard and determined in such New York State court or, to the fullest extent permitted by lawapplicable Law, in such Federal federal court. Each of the parties hereto agrees that a final judgment in any such action action, litigation or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or in any other Loan Document shall affect any right that any Secured Party Agent or any Lender may otherwise have to bring any action or proceeding relating to this Agreement, the Security Documents Agreement or any of other Loan Document against the Borrower or any other Financing Documents Loan Party or its properties in the courts of any jurisdiction.

Jurisdiction, Etc. (a) Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the Supreme Court any New York State court or federal court of the State of New York, Xxxxxx Xxxxxx xx Xxxxxxx sitting in New York County, and of the United States District Court for the Southern District of New YorkCity, and any appellate court from any thereof, in any action or proceeding by arising out of or relating to this Agreement or the Collateral Agent Notes, or for recognition or enforcement of any Secured Party judgment arising out of or relating to this Agreement or any of the other Security Documents to which it is a party or under which it is a beneficiary, or for recognition or enforcement of any judgment obtained in any such action or proceedingNotes, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in any such New York State court or, to the fullest extent permitted by law, in such Federal federal court. Borrower hereby irrevocably consents to the service of process in any action or proceeding in such courts by the mailing thereof by any parties hereto by registered or certified mail, postage prepaid, to Borrower at its address specified pursuant to Section 8.02. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that any Secured Party party may otherwise have to bring any action or proceeding relating to this Agreement, Agreement or the Security Documents or any of the other Financing Documents Notes in the courts of any jurisdiction.

Jurisdiction, Etc. (a) Each of the parties hereby hereto irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the Supreme Court any New York State court or federal court of the State United States of New York, America sitting in New York County, and of the United States District Court for the Southern District of New YorkCity, and any appellate court from any thereof, in any action or proceeding by the Collateral Agent or any Secured Party arising out of or relating to this Agreement or any of the other Security Documents to which it is a party or under which it is a beneficiaryNotes, or for recognition or enforcement of any judgment obtained in any such action or proceedingjudgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action action, litigation or proceeding may be heard and determined in any such New York State court or, to the fullest extent permitted by applicable law, in such Federal federal court. Each of the parties hereto agrees that a final judgment in any such action action, litigation or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that any Secured Party party may otherwise have to bring any action or proceeding relating to this Agreement, Agreement or the Security Documents or any of the other Financing Documents Notes in the courts of any jurisdiction. The Borrower hereby further irrevocably consent to the service of process in any action or proceeding in such courts by the mailing thereof by any parties hereto by registered or certified mail, postage prepaid, to the Borrower at its address set forth in Section 8.02.

Jurisdiction, Etc. (a) Each of the parties hereto (and each Designated Borrower, by its acceptance of the proceeds of Loans made to it) hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the Supreme Court any New York State court or CREDIT AGREEMENT xxxxxxx xxxxx xx xxx Xxxxxx Xxxxxx of the State of New York, America sitting in New York County, and of the United States District Court for the Southern District of New YorkCity, and any appellate court from any thereof, in any action action, proceeding or proceeding by the Collateral Agent or any Secured Party counterclaim arising out of or relating to this Agreement or any of the other Security Documents to which it is a party or under which it is a beneficiaryLoan Documents, or for recognition or enforcement of any judgment obtained in any such action or proceedingjudgment, and each of the parties hereto and each Designated Borrower hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in any such New York State court or, to the fullest extent permitted by law, in such Federal federal court. Each of the parties hereto and each Designated 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. Nothing in this Agreement shall affect any right that any Secured Party party may otherwise have to bring any action or proceeding relating to this Agreement, the Security Documents Agreement or any of the other Financing Loan Documents in the courts of any jurisdiction.

Jurisdiction, Etc. (a) Each of the parties hereto hereby irrevocably and unconditionally submitsagrees that it will not commence any action, for itself and its propertylitigation or other proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, arising out of or relating to the nonexclusive jurisdiction this Agreement or any of the Supreme Court other Loan Documents to which it is a party, against any of the other parties hereto in any forum other than the courts of the State of New York, York sitting in New York County, and of the United States District Court for of the Southern District of New York, and any appellate court from any thereof, in any action or proceeding by the Collateral Agent or any Secured Party arising out of or relating to this Agreement or any of the other Security Documents to which it is a party or under which it is a beneficiary, or for recognition or enforcement of any judgment obtained in any such action or proceeding, thereof and each of the parties hereto irrevocably and unconditionally submits to the jurisdiction of such courts, and each of the Loan Parties hereby irrevocably and unconditionally agrees that all claims in respect of any such action action, litigation or proceeding may be heard and determined in any such New York State court or, to the fullest extent permitted or required by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement agreement shall affect any right that any Secured Party party may otherwise have to bring any action or proceeding relating to this Agreement, the Security Documents Agreement or any of the other Financing Loan Documents to which it is a party in the courts of any jurisdiction.

Jurisdiction, Etc. (axxii) Each of the parties hereto hereby irrevocably and unconditionally submitsagrees that it will not commence any action, for itself and its propertylitigation or other proceeding of any kind or description, to whether in law or equity, whether in contract or in tort or otherwise, against any other party hereto in any forum other than the nonexclusive jurisdiction of the Supreme Court courts of the State of New York, York sitting in New York County, and of the United States District Court for of the Southern District of New York, and any appellate court from any thereof, in any action or proceeding by the Collateral Agent or any Secured Party arising out of or relating to this Agreement or any and each of the other Security Documents parties hereto irrevocably and unconditionally submits to which it is a party or under which it is a beneficiary, or for recognition or enforcement the jurisdiction of any judgment obtained in any such action or proceedingcourts, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action action, litigation or proceeding may be heard and determined in any such New York State court or, to the fullest extent permitted or required by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that any Secured Party party may otherwise have to bring any action or proceeding relating to this Agreement, the Security Documents Agreement or any of the other Financing Loan Documents in the courts of any jurisdiction.

Jurisdiction, Etc. (a) Each Except to the extent set forth in clause (c) below, each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the Supreme Court any New York State court or Federal court of the State United States of New York, America sitting in New York County, and of the United States District Court for the Southern District of New York, and any appellate court from any thereof, in any action or proceeding by the Collateral Agent or any Secured Party arising out of or relating to this Agreement or any of the other Security Loan Documents to which it is a party or under which it is a beneficiaryparty, or for recognition or enforcement of any judgment obtained in any such action or proceedingjudgment, and each of the parties hereto such party hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in any such New York State court or, to the fullest extent permitted by law, in such Federal court. Each of the parties hereto such party further agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing Except to the extent set forth in clause (c) below, nothing in this Agreement shall affect any right that any Secured Party party may otherwise have to bring any action or proceeding relating to this Agreement, the Security Documents Agreement or any of the other Financing Loan Documents in the courts of any jurisdiction.

Jurisdiction, Etc. (a) Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the Supreme Court of the State of New York, sitting in any New York County, and State court or federal court of the United States District Court for of America sitting in the Southern District Borough of Manhattan, New YorkYork City, and any appellate court from any thereof, in any action or proceeding by the Collateral Agent or any Secured Party arising out of or relating to this Agreement or any of the other Security Documents to which it is a party or under which it is a beneficiaryAgreement, if any, or for recognition or enforcement of any judgment obtained in any such action or proceedingjudgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in any such New York State court or, to the fullest extent permitted by law, in such Federal federal court. The Account Party hereby further irrevocably consents to the service of process in any action or proceeding in such courts by the mailing thereof by any party hereto by registered or certified mail, postage prepaid, to the Account Party at its address specified pursuant to Section 5.02. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that any Secured Party party may otherwise have to bring any action or proceeding relating to this Agreement, the Security Documents or any of the other Financing Documents Agreement in the courts of any jurisdiction.

Jurisdiction, Etc. (aa)(a) Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive non-exclusive jurisdiction of the Supreme Court any New York State court or federal court of the State United States of New York, America sitting in New York County, and of the United States District Court for the Southern District of New YorkCity, and any appellate court from any thereof, in any action or proceeding by the Collateral Agent or any Secured Party arising out of or relating to this Agreement or any of the other Security Documents to which it is a party or under which it is a beneficiaryLoan Documents, or for recognition or enforcement of any judgment obtained in any such action or proceedingjudgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in any such New York State court or, to the fullest extent permitted by law, in such Federal federal court. Holdings and each of the Borrowers hereby irrevocably consents to the service of process in any action or proceeding in such courts by the mailing thereof by any parties hereto by registered or certified mail, postage prepaid, to Holdings or such Borrower at its address specified pursuant to Section 9.02. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that any Secured Party party may otherwise have to bring any action or proceeding relating to this Agreement, the Security Documents Agreement or any of the other Financing Loan Documents in the courts of any jurisdiction.

Jurisdiction, Etc. (a) Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the Supreme Court any New York State court or federal court of the State United States of New York, America sitting in New York County, and of the United States District Court for the Southern District of New York, and any appellate court from any thereof, in any action or proceeding by the Collateral Agent or any Secured Party arising out of or relating to this Agreement or any of the other Security Documents to which it is a party or under which it is a beneficiaryNotes, if any, or for recognition or enforcement of any judgment obtained in any such action or proceedingjudgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in any such New York State court or, to the fullest extent permitted by law, in such Federal federal court. The Company and each other Borrower hereby further irrevocably consent to the service of process in any action or proceeding in such courts by the mailing thereof by any parties hereto by registered or certified mail, postage prepaid, to the Company at its address specified pursuant to Section 9.02. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that any Secured Party party may otherwise have to bring any action or proceeding relating to this Agreement, the Security Documents Agreement or any of the other Financing Documents Notes in the courts of any jurisdiction.. Interpublic Credit Agreement 61

Jurisdiction, Etc. (a) Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the Supreme Court any New York State court or federal court of the State United States of New York, America sitting in New York County, and of the United States District Court for the Southern District of New YorkCity, and any appellate court from any thereof, in any action or proceeding by the Collateral Agent or any Secured Party arising out of or relating to this Agreement or any of the other Security Loan Documents to which it is a party or under which it is a beneficiaryparty, or for recognition or enforcement of any judgment obtained in any such action or proceedingjudgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in any such New York State court or, to the fullest extent permitted by law, in such Federal federal court. The Borrower irrevocably consents to the service of any and all process in any such action or proceeding by the mailing of copies of such process by registered or certified mail (or any substantially similar form of mail), postage prepaid, to the Borrower at its address specified in Section 8.02 and agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to sue xx any other jurisdiction. 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 93 195 by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that any Secured Party party may otherwise have to bring any action or proceeding relating to this Agreement, the Security Documents Agreement or any of the other Financing Loan Documents in the courts of any jurisdiction.

Jurisdiction, Etc. (a) Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the Supreme Court any New York State court or federal court of the State United States of New York, America sitting in New York County, and of the United States District Court for the Southern District of New YorkCity, and any appellate court from any thereof, in any action or proceeding by the Collateral Agent or any Secured Party arising out of or relating to this Agreement or any of the other Security Documents to which it is a party or under which it is a beneficiaryAgreement, or for recognition or enforcement of any judgment obtained in any such action or proceedingjudgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in any such New York State court or, to the fullest extent permitted by law, in such Federal federal court. Each Pledgor hereby further irrevocably consents to the service of process in any action or proceeding in such courts by the mailing thereof by any parties hereto by registered or certified mail, postage prepaid, to such Pledgor at its address specified in the Credit Agreement. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that any Secured Party party may otherwise have to bring any action or proceeding relating to this Agreement, the Security Documents or any of the other Financing Documents Agreement in the courts of any jurisdiction.

Jurisdiction, Etc. (a) Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the Supreme Court of the State of New York, sitting in any New York County, and State court or federal court of the United States District Court for of America sitting in the Southern District Borough of Manhattan, New YorkYork City, and any appellate court from any thereof, in any action or proceeding by the Collateral Agent or any Secured Party arising out of or relating to this Agreement or any Letter of the other Security Documents to which it is a party or under which it is a beneficiaryCredit, or for recognition or enforcement of any judgment obtained in any such action or proceedingjudgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in any such New York State court or, to the fullest extent permitted by law, in such Federal federal court. The Company hereby further irrevocably consents to the service of process in any action or proceeding in such courts by the mailing thereof by any parties hereto by registered or certified mail, postage prepaid, to the Company at its address specified pursuant to Section 7.02. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that any Secured Party party may otherwise have to bring any action or proceeding relating to this Agreement, the Security Documents Agreement or any Letter of the other Financing Documents Credit in the courts of any jurisdiction.

Jurisdiction, Etc. (a) Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the Supreme Court any New York State court or Federal court of the State United States of New York, America sitting in New York County, and of the United States District Court for the Southern District of New York, and any appellate court from any thereof, in any action or proceeding by the Collateral Agent or any Secured Party arising out of or relating to this Agreement or any of the other Security Loan Documents to which it is a party or under which it is a beneficiaryparty, or for recognition or enforcement of any judgment obtained in any such action or proceedingjudgment, and each of the parties hereto such party hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in any such New York State court or, to the fullest extent permitted by law, in such Federal court. Each of the parties hereto such party further agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing Except to the extent set forth in clause (c) below, nothing in this Agreement shall affect any right that any Secured Party party may otherwise have to bring any action or proceeding relating to this Agreement, the Security Documents Agreement or any of the other Financing Loan Documents in the courts of any jurisdiction.

Jurisdiction, Etc. (a) Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the Supreme Court any New York State court or Federal court of the State United States of New York, America sitting in New York County, and of the United States District Court for the Southern District of New YorkCity, and any appellate court from any thereof, in any action or proceeding by the Collateral Agent or any Secured Party arising out of or relating to this Agreement or any of the other Security Loan Documents to which it is a party or under which it is a beneficiaryparty, or for recognition or enforcement of any judgment obtained in any such action or proceedingjudgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in any such New York State court or, to the fullest extent permitted by law, in such Federal court. Each To the extent permitted by applicable law, each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that any Secured Party party may otherwise have to bring any action or proceeding relating to this Agreement, the Security Documents Agreement or any of the other Financing Loan Documents in the courts of any jurisdiction.

Jurisdiction, Etc. (a) Each of the parties hereby PARTY irrevocably and unconditionally submitsagrees that it will not commence any action, for itself and its propertylitigation or proceeding of any kind or description, to whether in law or equity, whether in contract or in tort or otherwise, against the nonexclusive jurisdiction Agent, any Lender, or any Related Party of the Supreme Court of the State of New York, sitting in New York County, and of the United States District Court for the Southern District of New York, and any appellate court from any thereof, foregoing in any action or proceeding by the Collateral Agent or any Secured Party arising out of or way relating to this Agreement or any of other Credit Document or the other Security Documents to which it is a party transactions relating hereto or under which it is a beneficiarythereto, or for recognition or enforcement of any judgment obtained in any such action or proceedingforum other than tHE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, and each of the parties hereto hereby irrevocably and unconditionally submits to the jurisdiction of such courts and agrees that all claims in respect of any such action action, litigation or proceeding may be heard and determined in such New York State court or, to the fullest extent permitted by applicable law, in such Federal federal court. Each of the parties hereto agrees that a final judgment in any such action action, litigation or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or in any other Credit Document shall affect any right that the Agent or any Secured Party Lender may otherwise have to bring any action or proceeding relating to this Agreement, the Security Documents Agreement or any of other Credit Document against the Borrower or any other Financing Documents Obligor or its properties in the courts of any jurisdiction.

Jurisdiction, Etc. (a) Each of the parties hereto hereby irrevocably and unconditionally submits, for itself such party and its such party’s property, to the nonexclusive jurisdiction of the Supreme Court any New York State court or federal court of the State United States of New York, America sitting in New York County, and of the United States District Court for the Southern District of New YorkCity, and any appellate court from any thereof, in any action or proceeding by the Collateral Agent or any Secured Party arising out of or relating to this Agreement or any of the other Security Documents to which it is a party or under which it is a beneficiaryLoan Document, or for recognition or enforcement of any judgment obtained in any such action or proceedingjudgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in any such New York State court or, to the fullest extent permitted by law, in such Federal federal court. Each party hereto hereby waives personal service of any and all process issued in any such action or proceeding and agrees that service of any and all process may be made by reputable overnight courier or delivery system or any other means of service permitted under applicable law, addressed to such party at its address specified in the Basic Terms. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or any other Loan Document shall affect any right that any Secured Party party may otherwise have to bring any action or proceeding relating to this Agreement, the Security Documents Agreement or any of the other Financing Documents Loan Document in the courts of any other jurisdiction.

Jurisdiction, Etc. (a) Each Except to the extent set forth in clause (c) below, each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the Supreme Court any New York State court or Federal court of the State United States of New York, America sitting in New York County, and of the United States District Court for the Southern District of New York, and any appellate court from any thereof, in any action or proceeding by the Collateral Agent or any Secured Party arising out of or 161 relating to this Agreement or any of the other Security Loan Documents to which it is a party or under which it is a beneficiaryparty, or for recognition or enforcement of any judgment obtained in any such action or proceedingjudgment, and each of the parties hereto such party hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in any such New York State court or, to the fullest extent permitted by law, in such Federal court. Each of the parties hereto such party further agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing Except to the extent set forth in clause (c) below, nothing in this Agreement shall affect any right that any Secured Party party may otherwise have to bring any action or proceeding relating to this Agreement, the Security Documents Agreement or any of the other Financing Loan Documents in the courts of any jurisdiction.

Jurisdiction, Etc. (a) Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the Supreme Court any New York State court or federal court of the State United States of New York, America sitting in New York County, and of the United States District Court for the Southern District of New YorkCity, and any appellate court from any thereof, in any action or proceeding by the Collateral Agent or any Secured Party arising out of or relating to this Agreement or any of the other Security Loan Documents to which it is a party or under which it is a beneficiaryparty, or for recognition or enforcement of any judgment obtained in any such action or proceedingjudgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in any such New York State court or, to the fullest extent permitted by law, in such Federal federal court. The Borrower irrevocably consents to the service of any and all process in any such action or proceeding by the mailing of copies of such process by registered or certified mail (or any substantially similar form of mail), postage prepaid, to the Borrower at its address specified in Section 8.02 and agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to sue xx any other jurisdiction. 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 93 98 by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that any Secured Party party may otherwise have to bring any action or proceeding relating to this Agreement, the Security Documents Agreement or any of the other Financing Loan Documents in the courts of any jurisdiction.

Jurisdiction, Etc. (a) Each a)Each of the parties hereto hereby irrevocably and unconditionally submitsagrees that it will not commence any action, for itself and its propertylitigation or other proceeding of any kind or description, to whether in law or equity, whether in contract or in tort or otherwise, against any other party hereto in any forum other than the nonexclusive jurisdiction of the Supreme Court courts of the State of New York, York sitting in New York County, and of the United States District Court for of the Southern District of New York, and any appellate court from any thereof, in any action or proceeding by the Collateral Agent or any Secured Party arising out of or relating to this Agreement or any and each of the other Security Documents parties hereto irrevocably and unconditionally submits to which it is a party or under which it is a beneficiary, or for recognition or enforcement the jurisdiction of any judgment obtained in any such action or proceedingcourts, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action action, litigation or proceeding may be heard and determined in any such New York State court or, to the fullest extent permitted or required by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that any Secured Party party may otherwise have to bring any action or proceeding relating to this Agreement, the Security Documents Agreement or any of the other Financing Loan Documents in the courts of any jurisdiction.

Jurisdiction, Etc. (a) Each of the parties hereto hereby irrevocably and unconditionally submitsagrees that it will not commence any action, for itself and its propertylitigation or other proceeding of any kind or description, to whether in law or equity, whether in contract or in tort or otherwise, against any other party hereto in any forum other than the nonexclusive jurisdiction of the Supreme Court courts of the State of New York, York sitting in New York County, and of the United States District Court for of the Southern District of New York, and any appellate court from any thereof, in any action or proceeding by the Collateral Agent or any Secured Party arising out of or relating to this Agreement or any and each of the other Security Documents parties hereto irrevocably and unconditionally submits to which it is a party or under which it is a beneficiary, or for recognition or enforcement the jurisdiction of any judgment obtained in any such action or proceedingcourts, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action action, litigation or proceeding may be heard and determined in any such New York State court or, to the fullest extent permitted or required by law, in such Federal court. Each of the parties hereto 119 agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that any Secured Party party may otherwise have to bring any action or proceeding relating to this Agreement, the Security Documents Agreement or any of the other Financing Loan Documents in the courts of any jurisdiction.

Jurisdiction, Etc. (a) Each of the parties hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the Supreme Court any New York State court or Federal court of the State United States of New York, America sitting in New York County, and of the United States District Court for the Southern District of New YorkCity, and any appellate court from any thereof, in any action or proceeding by the Collateral Agent or any Secured Party arising out of or relating to this Agreement or any of the other Security Documents to which it is a party or under which it is a beneficiaryAgreement, or for recognition or enforcement of any judgment obtained in any such action or proceedingjudgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in any such New York State court or, to the fullest extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that any Secured Party party may otherwise have to bring any action or proceeding relating to this Agreement, the Security Documents or any of the other Financing Documents Agreement in the courts of any jurisdiction. Each of the parties irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement in any New York State or Federal court.

Jurisdiction, Etc. (a) Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the Supreme Bankruptcy Court or of any New York State court or federal court of the State United States of New York, America sitting in New York County, and of the United States District Court for the Southern District of New YorkCity, and any appellate court from any thereof, in any action or proceeding by the Collateral Agent or any Secured Party arising out of or relating to this Agreement or any of the other Security Loan Documents to which it is a party or under which it is a beneficiaryparty, or for recognition or enforcement of any judgment obtained in any such action or proceedingjudgment, 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 the Bankruptcy Court or in any such New York State court or, to the fullest extent permitted by law, in such Federal federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that any Secured Party party may otherwise have to bring any action or proceeding relating to this Agreement, the Security Documents Agreement or any of the other Financing Loan Documents in the courts of any jurisdiction.

Jurisdiction, Etc. (a) Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the Supreme Court of the State of New York, sitting in New York County, and of the United States District Court for the Southern District of New York, sitting in the Borough of Manhattan (or if such court lacks subject matter jurisdiction, the Supreme Court of the State of New York sitting in the Borough of Manhattan), and any appellate court from any thereof, in any action or proceeding by the Collateral Agent or any Secured Party arising out of or relating to this Agreement or any of the other Security Documents to which it is a party or under which it is a beneficiaryNotes, or for recognition or enforcement of any judgment obtained in any such action or proceedingjudgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in any such New York State court or, to the fullest extent permitted by law, in such Federal federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that any Secured Party party may otherwise have to bring any action or proceeding relating to this Agreement, Agreement or the Security Documents or any of the other Financing Documents Notes in the courts of any jurisdiction.

Jurisdiction, Etc. (a) Each of the parties hereto hereby irrevocably and unconditionally submitsagrees that it will not commence any action, for itself and its propertylitigation or other proceeding of any kind or description, to whether in law or 105 equity, whether in contract or in tort or otherwise, against any other party hereto in any forum other than the nonexclusive jurisdiction of the Supreme Court courts of the State of New York, York sitting in New York County, and of the United States District Court for of the Southern District of New York, and any appellate court from any thereof, in any action or proceeding by the Collateral Agent or any Secured Party arising out of or relating to this Agreement or any and each of the other Security Documents parties hereto irrevocably and unconditionally submits to which it is a party or under which it is a beneficiary, or for recognition or enforcement the jurisdiction of any judgment obtained in any such action or proceedingcourts, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action action, litigation or proceeding may be heard and determined in any such New York State court or, to the fullest extent permitted or required by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that any Secured Party party may otherwise have to bring any action or proceeding relating to this Agreement, the Security Documents Agreement or any of the other Financing Loan Documents in the courts of any jurisdiction.