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

Jurisdiction; Consent to Service of Process. (a) The Borrower and each Guarantor hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the Supreme Court 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, in any action or proceeding arising out of or relating to this Guarantee Agreement or the other Loan Documents, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding shall be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Guarantee Agreement or any other Loan Document shall affect any right that the Administrative Agent, any other Lender or any Issuing Bank may otherwise have to bring any action or proceeding relating to this Guarantee Agreement or any other Loan Document against the Borrower or any Guarantor or its properties in the courts of any jurisdiction.

Jurisdiction; Consent to Service of Process. (a) The Borrower and each Guarantor Guarantors hereby irrevocably and unconditionally submitssubmit, for itself themselves and its their property, to the exclusive nonexclusive jurisdiction of the Supreme Court of the State of New York sitting in New York County and of the United States District Court of for the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Guarantee Agreement or the other any Loan DocumentsDocument, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding shall may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final final, non-appealed 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 Guarantee Agreement Guaranty or any other Loan Document shall affect any right that the Administrative Agent, any other Lender Guarantors or any Issuing Bank the Lenders may otherwise have to bring any action or proceeding relating to this Guarantee Agreement Guaranty or any other Loan Document against the Borrower any other party hereto or any Guarantor or its their properties in the courts of any jurisdiction.

Jurisdiction; Consent to Service of Process. (a) The Borrower and each Each Guarantor hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive nonexclusive jurisdiction of the Supreme Court 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, in any action or proceeding arising out of or relating to this Guarantee Agreement or the any other Loan DocumentsSupport Document, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding shall may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Guarantee Agreement or any other Loan Support Document shall affect any right that the Administrative Agent, Collateral Agent or any other Lender or any Issuing Bank Secured Party may otherwise have to bring any action or proceeding relating to this Guarantee Agreement or any other Loan Support Document against the Borrower or any Guarantor or its properties in the courts of any jurisdiction.

Jurisdiction; Consent to Service of Process. (a) The Borrower and each Guarantor hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the Supreme Court of the State of any New York sitting in New York County and State court or Federal court of the United States District Court of America sitting in the Southern District Borough of New YorkManhattan, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Guarantee Agreement or the other Loan Documents, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding shall may be heard and determined in such New York State or, to the extent permitted by law, in such Federal courtcourt sitting in the Borough of Manhattan, and any appellate court from any thereof. 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 Guarantee Agreement or any other Loan Document shall affect any right that the Administrative Agent, any other Lender or the Collateral Agent, any Issuing Bank or any Lender may otherwise have to bring any action or proceeding relating to this Guarantee Agreement or any the other Loan Document Documents against the Borrower or any Guarantor or its properties in the courts of any jurisdiction.

Jurisdiction; Consent to Service of Process. (a) The Borrower and each ------------------------------------------- Guarantor hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive nonexclusive jurisdiction of the Supreme Court 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, in any action or proceeding arising out of or relating to this Guarantee Agreement or the any other Loan DocumentsSupport Document, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding shall may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Guarantee Agreement or any other Loan Support Document shall affect any right that the Administrative Agent, Collateral Agent or any other Lender or any Issuing Bank Secured Party may otherwise have to bring any action or proceeding relating to this Guarantee Agreement or any other Loan Support Document against the Borrower or any Guarantor or its properties in the courts of any jurisdiction.

Jurisdiction; Consent to Service of Process. (a) The Borrower and each Guarantor Each Credit Party hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive nonexclusive jurisdiction of the Supreme Court 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, in any action or proceeding arising out of or relating to this Guarantee Agreement, the Note Purchase Agreement or the other Loan Transaction Documents, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding shall may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Guarantee Agreement or any other Loan Document shall affect any right that the Administrative Agent, any other Lender or any Issuing Bank Noteholder may otherwise have to bring any action or proceeding relating to this Guarantee Agreement, the Note Purchase Agreement or the Transaction Documents against any other Loan Document against the Borrower or any Guarantor Credit Party or its properties in the courts of any jurisdiction.

Jurisdiction; Consent to Service of Process. (a) The Each of UCAR, the Borrower and each Guarantor the other Credit Parties hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive 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 of the Southern District of New YorkCity, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Guarantee Agreement or the other Loan Documents, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding shall may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Guarantee Agreement or any other Loan Document shall affect any right that the Administrative Agent, any other Lender or any Issuing Fronting Bank may otherwise have to bring any action or proceeding relating to this Guarantee Agreement or the other Loan Documents against UCAR, the Borrower, any other Loan Document against the Borrower Credit Party or any Guarantor or its their properties in the courts of any jurisdiction.

Jurisdiction; Consent to Service of Process. (a) The Borrower and each Each Subsidiary Guarantor hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive nonexclusive jurisdiction of the Supreme Court 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, in any action or proceeding arising out of or relating to this Guarantee Agreement or the any other Loan DocumentsDocument, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding shall may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Guarantee Agreement or any other Loan Document shall affect any right that the Administrative Agent, Collateral Agent or any other Lender or any Issuing Bank Secured Party may otherwise have to bring any action or proceeding relating to this Guarantee Agreement or any other Loan Document against the Borrower or any Subsidiary Guarantor or its properties in the courts of any jurisdiction.

Jurisdiction; Consent to Service of Process. (a) The Borrower Each of the Grantors and each Guarantor the Additional First-Lien Secured Parties, by their acceptance of the benefits of this Agreement hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive 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 of the Southern District of New YorkCity, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Guarantee Agreement or the any other Loan DocumentsAdditional First-Lien Document, or for recognition or enforcement of any judgment, and each of the parties hereto Grantors and the Additional First-Lien Secured Parties, by their acceptance of the benefits of this Agreement hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding shall may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto Grantors and the Additional First-Lien Secured Parties, by their acceptance of the benefits of this Agreement 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 Guarantee Agreement or any other Loan Additional First-Lien Document shall affect any right that the Administrative Agent, Collateral Agent or any other Lender or any Issuing Bank Additional First-Lien Secured Party may otherwise have to bring any action or proceeding relating to this Guarantee Agreement or any other Loan Additional First-Lien Document against the Borrower or any Guarantor Grantor or its properties in the courts of any jurisdiction.

Jurisdiction; Consent to Service of Process. (a) The Borrower and each Guarantor Each Grantor hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive nonexclusive jurisdiction of the Supreme Court 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, in any action or proceeding arising out of or relating to this Guarantee Agreement or the any other Loan DocumentsNote Document, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding shall may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Guarantee Agreement or any other Loan Note Document shall affect any right that that, the Administrative Collateral Agent, the Trustee, any Holder or any other Lender or any Issuing Bank Secured Party may otherwise have to bring any action or proceeding relating to this Guarantee Agreement or any other Loan Note Document against any of the Borrower Grantors or any Guarantor or its their respective properties in the courts of any jurisdiction.

Jurisdiction; Consent to Service of Process. (a) The Each of Holdings and the Borrower and each Guarantor hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive nonexclusive jurisdiction of the Supreme Court any New York State court or Federal 100 court of the State United States of New York America sitting in New York County and of the United States District Court of the Southern District of New YorkCity, and any appellate court from any thereofxxx xxx xxxxxxxxx xxxxx xxxx xxx xxxxxxx, in any action or proceeding arising out of or relating to this Guarantee Agreement or the other Loan Documents, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding shall may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that that, to the extent permitted by law, 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 Guarantee Agreement or any other Loan Document shall affect any right that the Administrative Agent, any other Lender the Collateral Agent, the Issuing Bank or any Issuing Bank Lender may otherwise have to bring any action or proceeding relating to this Guarantee Agreement or any the other Loan Document Documents against the Borrower Borrower, Holdings or any Guarantor or its their respective properties in the courts of any jurisdiction.

Jurisdiction; Consent to Service of Process. (a) The Borrower and each Each Guarantor hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive nonexclusive jurisdiction of the Supreme Court 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, in any action or proceeding arising out of or relating to this Guarantee Agreement or the any other Loan DocumentsSupport Document, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding shall may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Guarantee Agreement or any other Loan Support Document shall affect any right that the Administrative Agent, any other Lender Collateral Agent or any Issuing Bank Secured Party may otherwise have to bring any action or proceeding relating to this Guarantee Agreement or any other Loan Support Document against the Borrower or any Guarantor Grantor or its properties in the courts of any jurisdiction.

Jurisdiction; Consent to Service of Process. (a) The Borrower and each Guarantor Each party hereto hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of any U.S. Federal or New York State court sitting in the Supreme Court Borough of Manhattan, in the State City of New York sitting in New York County and of the United States District Court of the Southern District of New York, and (or any appellate court from therefrom) over any thereofsuit, in any action or proceeding arising out of of, or relating to to, this Guarantee Agreement or the other Loan Documents, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding shall (except as permitted below) be heard and determined in such New York State or, to the extent permitted by law, federal court. The parties hereto agree that service of any process, summons, notice or document by registered mail addressed to such person shall be effective service of process against such person for any suit, action or proceeding brought in any such Federal court. Each of the parties hereto hereby irrevocably and unconditionally waives any objection to the laying of venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding has been brought in an inconvenient forum. 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 Guarantee Agreement or any other Loan Document shall affect any right that the Administrative Agent, any other Lender or any Issuing Bank may otherwise have to bring any action or proceeding relating to this Guarantee Agreement or any other Loan Document against the Borrower or any Guarantor or its properties in the courts of any jurisdiction.

Jurisdiction; Consent to Service of Process. (a) The Borrower and each Guarantor Each Grantor hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the Supreme Court 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, York and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Guarantee Agreement or the any other Loan DocumentsIndenture Document, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding shall may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Guarantee Agreement or any other Loan Indenture Document shall affect any right that the Administrative Agent, Collateral Agent or any other Lender or any Issuing Bank Secured Party may otherwise have to bring any action or proceeding relating to this Guarantee Agreement or any other Loan Indenture Document against the Borrower or any Guarantor Grantor or its properties in the courts of any jurisdiction.

Jurisdiction; Consent to Service of Process. (a) The Borrower Each of the Grantor and each Guarantor the Secured Party hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive 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 of the Southern District of New YorkCity, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Guarantee Agreement or the any other Loan DocumentsDocument, or for recognition or enforcement of any judgment, and each of the parties hereto Grantor and the Secured Party hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding shall may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto The Grantor agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Guarantee Agreement Agreement, the Loan Proceeds Note or any other Loan Document shall affect any right that the Administrative Agent, any other Lender Collateral Agent or any Issuing Bank the Secured Party may otherwise have to bring any action or proceeding relating to this Guarantee Agreement Agreement, the Loan Proceeds Note or any other Loan Document against the Borrower Grantor or any Guarantor the Secured Party or its respective properties in the courts of any jurisdiction.

Jurisdiction; Consent to Service of Process. (ai) The Borrower and each Guarantor Each of the Credit Parties hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive nonexclusive jurisdiction of the Supreme Court 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, in any action or proceeding arising out of or relating to this Guarantee Agreement or the other Loan Documentsany Credit Document, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding shall may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Guarantee Agreement or any other Loan Credit Document shall affect any right that the Collateral Agent, the Administrative Agent, the Letter of Credit Issuer or any other Lender or any Issuing Bank Secured Party may otherwise have to bring any action or proceeding relating to this Guarantee Agreement or any other Loan Credit Document against Holdings, any of the Borrower Borrowers, any other Guarantor, Grantor or Pledgor or any Guarantor or its of their properties in the courts of any jurisdiction.

Jurisdiction; Consent to Service of Process. (a) The Borrower and each Guarantor Each Pledgor hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive nonexclusive jurisdiction of the Supreme Court 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, in any action or proceeding arising out of or relating to this Guarantee Agreement or the any other Loan DocumentsSupport Document, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding shall may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Guarantee Agreement or any other Loan Support Document shall affect any right that the Administrative Agent, Collateral Agent or any other Lender or any Issuing Bank Secured Party may otherwise have to bring any action or proceeding relating to this Guarantee Agreement or any other Loan Document against the Borrower or any Guarantor Pledgor or its properties in the courts of any jurisdiction.

Jurisdiction; Consent to Service of Process. (a) The Borrower and each Guarantor Each Pledgor hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive 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 of the Southern District of New YorkCity, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Guarantee Agreement or the other Loan Documents, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that that, to the extent permitted by applicable law, all claims in respect of any such action or proceeding shall may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final and nonappealable 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 to the full extent permitted by law. Nothing in this Guarantee Agreement or any other Loan Document shall affect any right that the Administrative Agent, Collateral Agent or any other Lender or any Issuing Bank Secured Party may otherwise have to bring any action or proceeding relating to this Guarantee Agreement or any the other Loan Document Documents against the Borrower or any Guarantor Pledgor or its properties in the courts of any jurisdiction.

Jurisdiction; Consent to Service of Process. (a) The Borrower and each Each Guarantor hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the United States District Court for the Southern District of New York, and of the Supreme Court of the State of New York sitting in New York County and County, Borough of the United States District Court of the Southern District of New York, Manhattan and any appellate court from any thereof,, in any action or proceeding arising out of or relating to this Guarantee Agreement or the other Loan Operative Documents, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding shall may be heard and determined in such New York State court or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Guarantee Agreement or any other Loan Document shall affect any right that the Administrative Agent, any other Lender or any Issuing Bank Guaranteed Party may otherwise have to bring any action or proceeding relating to this Guarantee Agreement or any the other Loan Document Operative Documents against the Borrower or any Guarantor or its properties in the courts of any jurisdiction.

Jurisdiction; Consent to Service of Process. (a) The Borrower and each Guarantor Parent hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive nonexclusive jurisdiction of the Supreme Court 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, in any action or proceeding arising out of or relating to any this Guarantee Agreement or the any other Loan DocumentsSupport Document, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding shall may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Guarantee Agreement or any other Loan Support Document shall affect any right that the Administrative Agent, Collateral Agent or any other Lender or any Issuing Bank Secured Party may otherwise have to bring any action or proceeding relating to this Guarantee Agreement or any other Loan Document against the Borrower or any Guarantor Parent or its properties in the courts of any jurisdiction.

Jurisdiction; Consent to Service of Process. (a) The Borrower and each Guarantor Each party hereto hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive 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 of the Southern District of New YorkCity, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Guarantee Pledge Agreement or the other Term Loan Documents, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that that, to the extent permitted by applicable law, all claims in respect of any such action or proceeding shall may be heard and determined in such New York State or, to the 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 Guarantee Pledge Agreement or any other Loan Document shall affect any right that the Administrative Agent, any other Lender or any Issuing Bank party hereto may otherwise have to bring any action or proceeding relating to this Guarantee Pledge Agreement or any the other Loan Document against the Borrower or any Guarantor or its properties Documents in the courts of any jurisdiction.

Jurisdiction; Consent to Service of Process. (a) The Borrower and each Guarantor Issuer hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive general jurisdiction of the Supreme Court New York State courts, sitting in the Borough of Manhattan, the State City of New York sitting in New York County and York, or the federal courts of the United States District Court of America for the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Guarantee Agreement Indenture or the other Loan DocumentsNotes, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding shall may be heard and determined in such New York State or, to the 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 Guarantee Agreement or any other Loan Document Indenture shall affect any right that the Administrative Agent, any other Lender or any Issuing Bank Holder may otherwise have to bring any action or proceeding relating to this Guarantee Agreement Indenture or any other Loan Document the Notes against the Borrower or any Guarantor Issuer or its properties in the courts of any jurisdiction.

Jurisdiction; Consent to Service of Process. (a) The Borrower and each Each Guarantor hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive nonexclusive jurisdiction of the Supreme Court of the State 111 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, in any action or proceeding arising out of or relating to this Guarantee Agreement or the any other Loan DocumentsDocument, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding shall may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Guarantee Agreement or any other Loan Document shall affect any right that the Administrative Agent, Agent or any other Lender or any Issuing Bank may otherwise have to bring any action or proceeding relating to this Guarantee Agreement or any other Loan Document against the Borrower or any Guarantor or its properties in the courts of any jurisdiction.

Jurisdiction; Consent to Service of Process. (a) The Borrower and each Guarantor Mortgagor hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive nonexclusive jurisdiction of the Supreme Court of the State of New York sitting in New York County City and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Guarantee Agreement Mortgage or the any other Loan DocumentsSecured Credit Document, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding shall may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties The Mortgagor 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 Guarantee Agreement Mortgage or any other Loan Secured Credit Document shall affect any right that the Administrative AgentMortgagee, any other Lender L/C Issuer, any Lender, any Hedge Bank or any Issuing Cash Management Bank may otherwise have to bring any action or proceeding relating to this Guarantee Agreement Mortgage or any other Loan Secured Credit Document against the Borrower or any Guarantor or its properties Mortgagor in the courts of any jurisdiction, including but not limited to the courts of the State in which the Mortgaged Property is located.

Jurisdiction; Consent to Service of Process. (a) The Borrower and each Guarantor Each party hereto hereby irrevocably and unconditionally submits, for itself and its property, to the 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 of the Southern District of New YorkCity, and any appellate court from any thereof, in any suit, action or proceeding arising out of or relating to this Guarantee Agreement or Agreement, the other Loan DocumentsDocuments or the Transactions, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action action, litigation or proceeding shall may be heard only and determined in such New York State court or, to the fullest extent permitted by applicable law, in such 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 Guarantee Agreement or in any other Loan Document shall affect any right that the Administrative Agent, any other Lender Agent or any Issuing Bank Lender may otherwise have to bring any action or proceeding relating to this Guarantee Agreement or any other Loan Document against the Borrower or any Guarantor other Loan Party or its properties in the courts of any jurisdiction.

Jurisdiction; Consent to Service of Process. (a) The Borrower and Subject to the final sentence of this clause (a), each Guarantor of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the 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 County, and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Guarantee Agreement, any other Loan Document, any Other First Lien Agreement or the other Loan Documentstransactions relating hereto or thereto, or for recognition or enforcement of any judgment, 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 shall 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 Guarantee Agreement or Agreement, any other Loan Document or any Other First Lien Agreement shall affect any right that the Administrative Agent, Agent or any other Lender or any Issuing Bank Secured Party may otherwise have to bring any action or proceeding relating to this Guarantee Agreement or Agreement, any other Loan Document against the Borrower or any Guarantor Other First Lien Agreement against any Pledgor or its properties in the courts of any jurisdiction.

Jurisdiction; Consent to Service of Process. (a) The Borrower and each Each Guarantor hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive nonexclusive jurisdiction of the Supreme Court 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, in any action or proceeding arising out of or relating to this Guarantee Agreement or the other any Loan DocumentsDocument, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding shall may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Guarantee Agreement or any other Loan Document shall affect any right that the Administrative Agent, Collateral Agent or any other Lender or any Issuing Bank Secured Party may otherwise have to bring any action or proceeding relating to this Guarantee Agreement or any other Loan Document against the Borrower or any Guarantor or its properties in the courts of any jurisdiction.

Jurisdiction; Consent to Service of Process. (a%3) The Borrower and each Guarantor Each Pledgor hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive 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 of the Southern District of New YorkCity, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Guarantee Agreement or the other Loan Documents, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding shall may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final and nonappealable judgment of a court of competent jurisdiction 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 Guarantee Agreement or any other Loan Document shall affect any right that the Administrative Agent, any other Lender Loan Party or any Issuing Bank Secured Party may otherwise have to bring any action or proceeding relating to this Guarantee Agreement or any the other Loan Document Documents against the Borrower any Pledgor or any Guarantor Secured Party or its properties in the courts of any jurisdiction.

Jurisdiction; Consent to Service of Process. (a) The Borrower and each Guarantor Debtor hereby irrevocably and unconditionally submits, for itself and its property, to the non-exclusive jurisdiction of the Supreme Court of the any Connecticut State of New York sitting in New York County and court or Federal court of the United States District Court of the Southern District of New York, America sitting in Connecticut; and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Guarantee Agreement or Agreement, the Letter of Credit Agreement, the other Loan Fundamental Documents, or for recognition or of enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding shall may be heard and determined in such New York Connecticut State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Guarantee Agreement or any other Loan Document shall affect any right that the Administrative Agent, any other Lender or any Issuing Bank may otherwise have to bring any action or proceeding relating to this Guarantee Agreement, the Letter of Credit Agreement or any the other Loan Document Fundamental Documents against the Borrower or any Guarantor Debtor or its properties in the courts of any jurisdiction.

Jurisdiction; Consent to Service of Process. (a) The Borrower and each Each Guarantor ------------------------------------------- hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive nonexclusive jurisdiction of the Supreme Court 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, in any action or proceeding arising out of or relating to this Guarantee Agreement or the other Loan Documents, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that that, to the extent permitted by applicable law, all claims in respect of any such action or proceeding shall may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Guarantee Agreement or any other Loan Document shall affect any right that the Administrative Agent, Collateral Agent or any other Lender or any Issuing Bank Secured Party may otherwise have to bring any action or proceeding relating to this Guarantee Agreement or any the other Loan Document Documents against the Borrower or any Guarantor or its properties in the courts of any jurisdiction.

Jurisdiction; Consent to Service of Process. (a) The Each of Holdings and the Borrower and each Guarantor hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the Supreme Bankruptcy Court of the State of and any New York Xxxxx xxxxx xx Xxxxxxx xxxxx xx xxx Xxxxxx Xxxxxx of America sitting in New York County and of the United States District Court of the Southern District of New YorkCity, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Guarantee Agreement or the other Loan Documents, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding shall may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Guarantee Agreement or any other Loan Document shall affect any right that the Administrative Agent, any other Lender the Collateral Agent, the Issuing Bank or any Issuing Bank Lender may otherwise have to bring any action or proceeding relating to this Guarantee Agreement or any the other Loan Document Documents against the Borrower Borrower, Holdings or any Guarantor or its their respective properties in the courts of any jurisdiction.

Jurisdiction; Consent to Service of Process. (a) The Borrower and each Guarantor hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive 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 of the Southern District of New YorkCity, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Guarantee Agreement Agreement, any other Security Document, the Collateral Sharing Agreement, any Senior Loan Document or the other Loan Documentsany Indenture Document, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding shall may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Guarantee Agreement or any other Loan Document shall affect any right that the Administrative Agent, Collateral Agent or any other Lender or any Issuing Bank Secured Party may otherwise have to bring any action or proceeding relating to this Guarantee Agreement Agreement, any other Security Document, the Collateral Sharing Agreement, any Senior Loan Document or any other Loan Indenture Document against the Borrower or any Guarantor or its properties in the courts of any jurisdiction.

Jurisdiction; Consent to Service of Process. (a) The Borrower and each Guarantor Each party hereto hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of any New York State court or, to the Supreme Court fullest extent permitted by law, Federal court of the State United States of New York America sitting in New York County and of the United States District Court of the Southern District of New YorkCity, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Guarantee Agreement or the other Loan Priority Lien Documents, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding shall may be heard and determined in such New York State court or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall shall, to the fullest extent permitted by law, 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 Guarantee Agreement or any other Loan Document shall affect any right that the Administrative Agent, Collateral Trustee or any other Lender or any Issuing Bank Secured Party may otherwise have to bring any action or proceeding relating to this Guarantee Agreement or the other Priority Lien Documents against any other Loan Document against the Borrower or any Guarantor Grantor or its properties in the courts of any jurisdiction.

Jurisdiction; Consent to Service of Process. (a) The Borrower and each Guarantor Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the Supreme Court of the State of any New York sitting State court in New York County and or the courts of the United States District Court of for the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Guarantee Agreement or the other Loan Documents, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding shall be heard and determined in such New York State or, to the extent permitted by law, in such Federal courtcourt of the United States for the Southern District of New York. 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 Notwithstanding the foregoing, nothing in this Guarantee Agreement or any other Loan Document shall affect any right that the Administrative Agent, any other Lender or any Issuing Bank may otherwise have to bring any action or proceeding relating to this Guarantee Agreement or any the other Loan Document Documents against the Borrower or any Guarantor or its properties in the courts of any jurisdiction.

Jurisdiction; Consent to Service of Process. (a) The Borrower and each Guarantor Each Grantor hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive nonexclusive jurisdiction of the Supreme Superior Court of the State Commonwealth of New York Massachusetts sitting in New York Suffolk County and of the United States District Court of the Southern Court, District of New YorkMassachusetts, sitting in Boston, Massachusetts, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Guarantee Agreement or the other Loan Documents, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding shall may be heard and determined in such New York State Superior Court of the Commonwealth of Massachusetts or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Guarantee Agreement or any other Loan Document shall affect any right that the Administrative AgentAgents, any other Lender the Issuing Bank or any Issuing Bank Lender may otherwise have to bring any action or proceeding relating to this Guarantee Agreement or any the other Loan Document Documents against the Borrower or any Guarantor Grantor or its properties in the courts of any jurisdiction.

Jurisdiction; Consent to Service of Process. (a) The Borrower Each of the Company and each Guarantor the Junior Creditors hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive 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 of the Southern District of New YorkCity, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Guarantee Agreement or the other Loan DocumentsSubordination Agreement, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that that, to the extent permitted by applicable law, all claims in respect of any such action or proceeding shall may be heard and determined in such New York State court or, to the extent permitted by applicable 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 Guarantee Subordination Agreement or any other Loan Document shall affect any right that the Administrative Agent, any other Lender or any Issuing Bank Senior Creditors may otherwise have to bring any action or proceeding relating to this Guarantee Subordination Agreement against the Company or the Junior Creditors, or any other Loan Document against the Borrower or any Guarantor or of its properties property, in the courts of any jurisdiction.

Jurisdiction; Consent to Service of Process. (a) The Borrower and each Guarantor hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the Supreme Court of the State of New York sitting in New York County and of the United States District Court of for the Southern District of New York, or if such court does not have jurisdiction, any New York State court sitting in the Borough of Manhattan, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Guarantee Agreement or the other Loan Documents, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding shall may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Guarantee Agreement or any other Loan Document shall affect any right that the Administrative Agent, any other Lender the Collateral Agent, the Issuing Bank or any Issuing Bank Lender may otherwise have to bring any action or proceeding relating to this Guarantee Agreement or any the other Loan Document Documents against the Borrower or any Guarantor or its properties in the courts of any jurisdiction.

Jurisdiction; Consent to Service of Process. (a) The Borrower and each Guarantor Each of the ------------------------------------------- Foreign Guarantors hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive nonexclusive jurisdiction of the Supreme Court 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, in any action or proceeding arising out of or relating to this Guarantee Agreement or the any other Loan DocumentsCredit Document, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding shall may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Guarantee Agreement or any other Loan Credit Document shall affect any right that the Administrative Collateral Agent, any other Lender Agent or any Issuing Bank other Secured Party may otherwise have to bring any action or proceeding relating to this Guarantee Agreement or any other Loan Credit Document against either of the Borrower Foreign Borrowers or any Guarantor other Foreign Guarantors or its any of their properties in the courts of any jurisdiction.

Jurisdiction; Consent to Service of Process. (a) The Borrower and each Guarantor Each party hereto hereby irrevocably and unconditionally submits, for itself and its property, to the 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 of the Southern District of New YorkCounty, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Guarantee Agreement or the other Loan DocumentsDocuments (other 143 than any Loan Documents governed by any law other than New York law), or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding shall may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Guarantee Agreement or any other Loan Document shall affect any right that the Administrative Agent, any other Lender the Security Agent or any Issuing Bank Lender may otherwise have to bring any action or proceeding relating to this Guarantee Agreement or any the other Loan Document Documents against the Borrower or any Guarantor or its properties in the courts of any jurisdictionjurisdiction if required to realize upon the Collateral as determined in good faith by the Person bringing such action or proceeding.

Jurisdiction; Consent to Service of Process. (a) The Borrower and each Guarantor Each party to this Agreement hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive 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 of the Southern District of New YorkCity, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Guarantee Agreement or the Agreement, any other Loan DocumentsDocuments or any Other First Lien Agreement, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding shall may be heard and determined in such New York State or, to the 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 Guarantee Agreement or any other Loan Document Other First Lien Agreement shall affect any right that the Administrative AgentApplicable First Lien Representative, any other Issuing Bank, any Lender or any Issuing Bank Secured Party may otherwise have to bring any action or proceeding relating to this Guarantee Agreement or Agreement, any other Loan Document against the Borrower or any Guarantor Other First Lien Agreement against any Pledgor, or its properties properties, in the courts of any jurisdiction.

Jurisdiction; Consent to Service of Process. (a) The Borrower and each Guarantor hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive nonexclusive jurisdiction of the Supreme Court of the State of New York sitting in New York County and of the United States District Court of for the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Guarantee Agreement or the other any Loan DocumentsDocument, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding shall may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final final, non-appealed 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 Guarantee Agreement Guaranty or any other Loan Document shall affect any right that the Administrative Agent, any other Lender Guarantor or any Issuing Bank the Lenders may otherwise have to bring any action or proceeding relating to this Guarantee Agreement Guaranty or any other Loan Document against the Borrower any other party hereto or any Guarantor or its their properties in the courts of any jurisdiction.

Jurisdiction; Consent to Service of Process. (a) The Borrower and each Guarantor Each party hereto hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive nonexclusive jurisdiction of the Supreme Court of the State of any New York sitting in New York County and State court or Federal court of the United States District Court of America sitting in the Eastern or Southern District Districts of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Guarantee Agreement or the other Loan Documents, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that that, to the extent permitted by applicable law, all claims in respect of any such action or proceeding shall may be heard and determined in such New York State or, to the extent permitted by applicable 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 Guarantee Agreement or any other Loan Document shall affect any right that the Administrative Agent, any other Lender or any Issuing Bank party hereto may otherwise have to bring any action or proceeding relating to this Guarantee Agreement or any the other Loan Document against the Borrower or any Guarantor or its properties Documents in the courts of any jurisdiction.

Jurisdiction; Consent to Service of Process. (a) The Borrower and each Guarantor Each party to this Agreement hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive 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 of the Southern District of New YorkCity, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Guarantee Agreement or the any other Loan Documents, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding shall may be heard and determined in such New York State or, to the extent permitted by law, in such Federal federal court. Each of the parties hereto further irrevocably consents to the service of process in any action or proceeding in such courts by the mailing thereof by any parties thereto by registered or certified mail, postage prepaid, to the Borrower at the address specified for the Loan Parties in Section 9.01(a) 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 Guarantee Agreement or any other Loan Document shall affect any right that the Administrative Agent, any other Lender or the Collateral Agent, any Issuing Bank or any Lender may otherwise have to bring any action or proceeding relating to this Guarantee Agreement or any other Loan Document against the Borrower or any Guarantor Pledgor, or its properties properties, in the courts of any jurisdiction.

Jurisdiction; Consent to Service of Process. (a) The Borrower and each Guarantor Each party hereto hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive 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 of the Southern District of New YorkCity, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Guarantee Agreement or the other Loan DocumentsAgreement, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding shall may be heard and determined in such New York State or, to the extent permitted by applicable law, in such Federal federal court. The Borrower and each other Grantor further irrevocably consent to the service of process in any action or proceeding in such courts by the mailing thereof by any parties thereto by registered or certified mail, postage prepaid, to the Borrower or such other Grantor, as applicable, at the address specified for the Borrower on Schedule 8.5. 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 Guarantee Agreement or any other Loan Document shall affect any right that the Administrative Agent, any other Lender Collateral Agent or any Issuing Bank Secured Party may otherwise have to bring any action or proceeding relating to this Guarantee Agreement or the other Secured Obligation Documents against the Borrower, any other Loan Document against the Borrower or any Guarantor Grantor or its properties in the courts of any jurisdiction.

Jurisdiction; Consent to Service of Process. (a) The Borrower and each Guarantor Each party hereto hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the Supreme Court of the State of any New York sitting in New York County and State court or federal court of the United States District Court of America sitting in the Southern District Borough of New YorkManhattan, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Guarantee Agreement or the other Loan Documents, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding shall be heard and determined in such New York State or, to the extent permitted by law, in such Federal courtfederal court sitting in the Borough of Manhattan, and any appellate court from any thereof. 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 Guarantee Agreement or any other Loan Document shall affect any right that the Administrative Collateral Agent, any other Lender the Administrative Agent or any Issuing Bank Lender may otherwise have to bring any action or proceeding relating to this Guarantee Agreement or Agreement, any other Loan Document or any Collateral against the Borrower or any Guarantor or its properties in the courts of any jurisdiction.

Jurisdiction; Consent to Service of Process. (a) The Borrower and each Guarantor Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive 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 of the Southern District of County, New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Guarantee Agreement Agreement, the other Security Documents or the other Loan DocumentsSecured Instruments, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding shall may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each To the extent permitted by 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 Guarantee Agreement or any other Loan Document shall affect any right that the Administrative Collateral Agent, acting on behalf of the relevant Class of Secured Parties, or any other Lender or any Issuing Bank Secured Party may otherwise have to bring any action or proceeding relating to this Guarantee Agreement Agreement, the Security Documents of the applicable Class or the other Secured Instruments of the applicable Class against any other Loan Document against the Borrower or any Guarantor Grantor or its properties in the courts of any jurisdiction.

Jurisdiction; Consent to Service of Process. (a) The Borrower and each Guarantor hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive nonexclusive jurisdiction of the Supreme Court of the State of New York sitting in New York County and of or the United States District Court of the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Guarantee Agreement or the other Loan Support Documents, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding shall may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Guarantee Agreement or any other Loan Support Document shall affect any right that the Administrative Agent, any other Lender Collateral Agent or any Issuing Bank Secured Party may otherwise have to bring any action or proceeding relating to this Guarantee Agreement or any other Loan Support Document against the Borrower or any Guarantor or its properties in the courts of any jurisdiction.

Jurisdiction; Consent to Service of Process. (a) The Borrower and each Guarantor hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the Supreme Court 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, in any action or proceeding arising out of or relating to this Guarantee Agreement or the other Loan Documents, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding shall be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Guarantee Agreement or any other Loan Document shall affect any right that the Administrative Agent, any other Lender or any Issuing Bank may otherwise have to bring any action or proceeding relating to this Guarantee Agreement or any the other Loan Document Documents against the Borrower or any Guarantor or its properties in the courts of any jurisdiction.

Jurisdiction; Consent to Service of Process. (a) The Borrower and each Guarantor Each of the Grantors hereby irrevocably and unconditionally submits, for itself and its property, to the non-exclusive jurisdiction of the Supreme Court 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, in any action or proceeding arising out of or relating to this Guarantee Agreement or the any other Loan DocumentsDocument, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding shall may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment (after appeal, if any) 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 Guarantee Agreement or any other Loan Document shall affect any right that any Grantor, the Administrative Agent, the Collateral Agent, any other Issuing Bank, any Lender or any Issuing Bank other Secured Party may otherwise have to bring any action or proceeding relating to this Guarantee Agreement or any other Loan Document against the Borrower other parties hereto, or any Guarantor or its their properties in the courts of any jurisdiction.

Jurisdiction; Consent to Service of Process. (a) The Borrower and each Guarantor Each Grantor hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive nonexclusive jurisdiction of the Supreme Court 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, in any action or proceeding arising out of or relating to this Guarantee Agreement or the any other Loan DocumentsDocument, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding shall may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Guarantee Agreement or any other Loan Document shall affect any right that the Administrative Agent, Collateral Agent or any other Lender or any Issuing Bank Secured Party may otherwise have to bring any action or proceeding relating to this Guarantee Agreement or any other Loan Document against the Borrower or any Guarantor Grantor or its properties in the courts of any jurisdiction.

Jurisdiction; Consent to Service of Process. (a) The Borrower and each Guarantor Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the Supreme Court of the State of any New York sitting State court in New York County and or the courts of the United States District Court of for the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Guarantee Agreement or the other Loan Documents, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding shall be heard and determined in such New York State or, to the extent permitted by law, in such Federal courtcourt of the United States for the Southern District of New York. 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 Notwithstanding the foregoing, nothing in this Guarantee Agreement or any other Loan Document shall affect any right that any Lender or the Administrative Agent, any other Lender or any Issuing Bank Agent may otherwise have to bring any action or proceeding relating to this Guarantee Agreement or any the other Loan Document Documents against the Borrower or any Guarantor or its properties in the courts of any jurisdiction.

Jurisdiction; Consent to Service of Process. (a) The Borrower and each Guarantor Each Grantor hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive 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 of the Southern District of New YorkCity, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Guarantee Agreement Collateral Assignment or the other Loan Credit Transaction Documents, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding shall may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Guarantee Agreement or any other Loan Document Collateral Assignment shall affect any right that the Administrative Agent, Collateral Agent or any other Lender or any Issuing Bank Secured Party may otherwise have to bring any action or proceeding relating to this Guarantee Agreement Collateral Assignment or any the other Loan Document Credit Transaction Documents against the Borrower or any Guarantor either Grantor or its properties in the courts of any jurisdiction.

Jurisdiction; Consent to Service of Process. (a) The Borrower Each of the Issuer, Holdings and each Guarantor Owner hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive nonexclusive jurisdiction of the Supreme Court 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, in any action or proceeding arising out of or relating to this Guarantee Agreement or the other Loan DocumentsAgreement, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding shall may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Guarantee Agreement or any other Loan Document shall affect any right that the Administrative AgentAdministrating Bank, any other Lender the Funding Bank or any Issuing Participating Bank may otherwise have to bring any action or proceeding relating to this Guarantee Agreement against the Issuer, Holdings or any other Loan Document against the Borrower Owner or any Guarantor or its their respective properties in the courts of any jurisdiction.

Jurisdiction; Consent to Service of Process. (a) The Borrower and each Guarantor Each of the Borrowers hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the Supreme Court of the State of any New York sitting State court in New York County and or the courts of the United States District Court of for the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Guarantee Agreement or the other Loan Documents, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding shall be heard and determined in such New York State or, to the extent permitted by law, in such Federal courtcourt of the United States for the Southern District of New York. 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 Guarantee Agreement or any other Loan Document shall affect any right that any Lender, the Administrative Agent, any other Lender Swing Line Bank or any Issuing Fronting Bank may otherwise have to bring any action or proceeding relating to this Guarantee Agreement or any the other Loan Document Documents against the either Borrower or any Guarantor or its properties in the courts of any jurisdiction.

Jurisdiction; Consent to Service of Process. (ai) The Borrower and each Guarantor Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive 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 of the Southern District of New YorkCity, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Guarantee Agreement or the other Loan DocumentsAmendment and Waiver, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding shall 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 Guarantee Agreement or any other Loan Document Amendment and Waiver shall affect any right that any Holder or the Administrative Agent, any other Lender or any Issuing Bank Agent may otherwise have to bring any action or proceeding relating to this Guarantee Agreement or any other Loan Document against the Borrower or any Guarantor or its properties Amendment and Waiver in the courts of any jurisdiction. The Issuer irrevocably and unconditionally waives any right to claim a lack of jurisdiction should this Amendment and Waiver be enforced in the Country.

Jurisdiction; Consent to Service of Process. (a) The Borrower and each Guarantor Each Loan Party hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the Supreme Court of the State of any New York sitting in New York County and State court or Federal court of the United States District Court of America sitting in the Southern District Borough of New YorkManhattan, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Guarantee Agreement or the other Loan Documents, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding shall may be heard and determined in such New York State or, to the extent permitted by law, in such Federal courtcourt sitting in the Borough of Manhattan, and any appellate court from any thereof. 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 Guarantee Agreement or any other Loan Document shall affect any right that the Administrative Agent, Agent, any other Lender Issuing Bank or any Issuing Bank Lender may otherwise have to bring any action or proceeding relating to this Guarantee Agreement or any the other Loan Document Documents against the Borrower or any Guarantor a Loan Party or its properties in the courts of any jurisdiction.

Jurisdiction; Consent to Service of Process. (a) The Borrower and each Guarantor hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive nonexclusive jurisdiction of the Supreme Court 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, in any action or proceeding arising out of or relating to this Guarantee Agreement or the any other Loan DocumentsDocument, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding shall may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Guarantee Agreement or any other Loan Document shall affect any right that the Administrative Agent, Agent or any other Lender or any Issuing Bank may otherwise have to bring any action or proceeding relating to this Guarantee Agreement or any other Loan Document against the Borrower or any Guarantor or its properties in the courts of any jurisdiction.

Jurisdiction; Consent to Service of Process. (a) The Borrower and each Guarantor Each of the Loan Parties hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive nonexclusive jurisdiction of the Supreme Court 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, in any action or proceeding arising out of or relating to this Guarantee Agreement or the any other Loan DocumentsDocument, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding shall may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Guarantee Agreement or any other Loan Document shall affect any right that the Administrative Agent, any other Lender the Collateral Agent, the Issuing Bank or any Issuing Bank Lender may otherwise have to bring any action or proceeding relating to this Guarantee Agreement or any other Loan Document against the Borrower any Grantor or any Guarantor Guarantor, or its properties in the courts of any jurisdiction.

Jurisdiction; Consent to Service of Process. (a) The Borrower and each Guarantor hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the Supreme Court of the State of New York sitting in New York County and of the United States District Court of for the Southern District of New York, or if that court does not have subject matter jurisdiction, in any New York State court sitting in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Guarantee Agreement or the other Loan Documents, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding shall may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Guarantee Agreement or any other Loan Document shall affect any right that the Administrative Agent, any other Lender the Collateral Agent or any Issuing Bank Lender may otherwise have to bring any action or proceeding relating to this Guarantee Agreement or any the other Loan Document Documents against the Borrower or any Guarantor or its properties in the courts of any jurisdiction.

Jurisdiction; Consent to Service of Process. (a) The Each of GrafTech, the Borrower and each Subsidiary Guarantor hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive 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 of the Southern District of New YorkCity, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Guarantee Agreement or the other Loan DocumentsAgreement, or for recognition or enforcement of any judgmentjudgment related to 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 shall may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Guarantee Agreement or any other Loan Document shall affect any right that the Administrative Agent, any other Lender Loan Party or any Issuing Bank Secured Party may otherwise have to bring any action or proceeding relating to this Guarantee Agreement or any other Loan Document against GrafTech, the Borrower or any Subsidiary Guarantor or its any Secured Party or their properties in the courts of any jurisdiction.

Jurisdiction; Consent to Service of Process. (a) The Borrower Each of the Company and each other Guarantor hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the Supreme Court 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, in any action or proceeding arising out of or relating to this Guarantee Agreement or the any other Loan DocumentsDocument, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding shall may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Guarantee Agreement or any other Loan Document shall affect any right that the Administrative Agent, any other Lender or any Issuing Bank may otherwise have to bring any action or proceeding relating to this Guarantee Agreement or any other Loan Document against the any Borrower or any Guarantor or its properties in the courts of any jurisdiction.

Jurisdiction; Consent to Service of Process. Judgment ----------------------------------------------------- Currency. (a) The Borrower and each Guarantor hereby irrevocably and unconditionally submits, for --------- itself and its property, to the exclusive 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 of the Southern District of New YorkCity, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Guarantee Agreement or the other Loan Documents, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding shall may be heard and determined in such New York State court or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Guarantee Agreement or any other Loan Document shall affect any right that the Administrative Agent, any other Lender Issuing Bank, or any Issuing Bank Lender may otherwise have to bring any action or proceeding relating to this Guarantee Agreement or any the other Loan Document Documents against the Borrower or any Guarantor or its properties proper ties in the courts of any jurisdiction.

Jurisdiction; Consent to Service of Process. (a) The Borrower and each Guarantor Company hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive nonexclusive jurisdiction of the Supreme Court 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, in any action or proceeding arising out of or relating to this Guarantee Agreement or the other Loan DocumentsAmendment, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding shall may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final 3 Amendment No. 6 to Credit Agreement 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 Guarantee Agreement or any other Loan Document Amendment shall affect any right that the Administrative Agent, Agent or any other Lender or any the Issuing Bank may otherwise have to bring any action or proceeding relating to this Guarantee Agreement or any other Loan Document Amendment against the Borrower or any Guarantor Company or its properties in the courts of any jurisdiction.

Jurisdiction; Consent to Service of Process. (a) The Borrower and each Each Guarantor hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the Supreme Court 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, in any action or proceeding arising out of or relating to this Guarantee Agreement or the any other Loan DocumentsDocument, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding shall may be heard and determined [Subsidiary Guarantee Agreement] in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Guarantee Agreement or any other Loan Document shall affect any right that the Administrative Agent, any other Lender Agent or any Issuing Bank Lender may otherwise have to bring any action or proceeding relating to this Guarantee Agreement or any other Loan Document against the Borrower or any Guarantor or its properties in the courts of any jurisdiction.

Jurisdiction; Consent to Service of Process. (a) The Borrower and each Guarantor Each party to this Agreement hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive 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 of the Southern District of New YorkCity, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Guarantee Agreement or the Agreement, any other Loan DocumentsDocuments or any Senior Secured Note Indenture, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding shall may be heard and determined in such New York State or, to the 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 Guarantee Agreement or any other Loan Document Senior Secured Note Indenture shall affect any right that the Administrative Collateral Agent, any other Issuing Bank, any Lender or any Issuing Bank Secured Party may otherwise have to bring any action or proceeding relating to this Guarantee Agreement or Agreement, any other Loan Document against the Borrower or any Guarantor Senior Secured Note Indenture against any Grantor, or its properties properties, in the courts of any jurisdiction.

Jurisdiction; Consent to Service of Process. (a) The Borrower and each Guarantor Each party hereto hereby irrevocably and unconditionally submits, for itself and its property, to the 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 of the Southern District of New YorkCounty, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Guarantee Agreement or the other Loan DocumentsDocuments (other than any Loan Documents governed by any law other than New York law), or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding shall may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Guarantee Agreement or any other Loan Document shall affect any right that the Administrative Agent, any other Lender the Security Agent or any Issuing Bank Lender may otherwise have to bring any action or proceeding relating to this Guarantee Agreement or any the other Loan Document Documents against the Borrower or any Guarantor or its properties in the courts of any jurisdiction.jurisdiction if required to realize upon the Collateral as determined in good faith by the Person bringing such action or proceeding. 164

Jurisdiction; Consent to Service of Process. (a) The Borrower Each of Holdings and each Guarantor the Borrowers hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive 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 of the Southern District of New YorkCity, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Guarantee Restated Credit Agreement or the other Loan Documents, or for recognition or enforcement of any judgmentjudgment relating thereto, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding shall may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Guarantee Restated Credit Agreement or any other Loan Document shall affect any right that the Administrative Agent, any other Lender the Collateral Agent, the Issuing Bank or any Issuing Bank Lender may otherwise have to bring any action or proceeding relating to this Guarantee Restated Credit Agreement or any the other Loan Document Documents against the Borrower Borrowers, Holdings or any Guarantor or its their respective properties in the courts of any jurisdiction.

Jurisdiction; Consent to Service of Process. (a) The Borrower and each Guarantor Each of the Loan Parties hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive nonexclusive jurisdiction of the Supreme Court 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, in any action or proceeding arising out of or relating to this Guarantee Agreement or the any other Loan DocumentsDocument, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding shall may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Guarantee Agreement or any other Loan Document shall affect any right that the Administrative Agent, any other Lender the Collateral Agent, the Issuing Bank or any Issuing Bank Lender may otherwise have to bring any action or proceeding relating to this Guarantee Agreement or any other Loan Document against the Borrower any Grantor or any Guarantor Guarantor, or its properties proper ties, in the courts of any jurisdiction.

Jurisdiction; Consent to Service of Process. (a) The Borrower and each Guarantor Each of the Credit Parties hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive nonexclusive jurisdiction of the Supreme Court 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, in any action or proceeding arising out of or relating to this Guarantee Agreement or the other Loan Documentsany Credit Document, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding shall may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Guarantee Agreement or any other Loan Credit Document shall affect any right that the Administrative Collateral Agent, any other Lender Agent, the Letter of Credit Issuer or any Issuing Bank other Secured Party may otherwise have to bring any action or proceeding relating to this Guarantee Agreement or any other Loan Credit Document against Holdings, any of the Borrower Borrowers, any other Grantor or Pledgor or any Guarantor or its of their properties in the courts of any jurisdiction.

Jurisdiction; Consent to Service of Process. (a) The Borrower and Subject to the final sentence of this clause (a), each Guarantor of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the 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 County, and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Guarantee Agreement, any other Loan Document, any Other First Lien Agreement or the other Loan Documentstransactions relating hereto or thereto, or for recognition or enforcement of any judgment, 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 shall 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 Guarantee Agreement or Agreement, any other Loan Document or any Other First Lien Agreement shall affect any right that the Administrative Agent, Agent or any other Lender or any Issuing Bank Secured Party may otherwise have to bring any action or proceeding relating to this Guarantee Agreement or Agreement, any other Loan Document against the Borrower or any Guarantor Other First Lien Agreement against any Pledgor or or its properties in the courts of any jurisdiction.

Jurisdiction; Consent to Service of Process. (a) The Borrower and each Guarantor Each party to this Agreement hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive 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 of the Southern District of New YorkCounty, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Guarantee Agreement or the other Loan Documents, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding shall may be heard and determined in such New York State or, to the extent permitted by law, in such Federal federal court. Each of the parties hereto further irrevocably consents to the service of process in any action or proceeding in such courts by the mailing thereof by any parties thereto by registered or certified mail, postage prepaid, to each Borrower at the address specified for the Loan Parties in Section 9.01(a) 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 Guarantee Agreement or any other Loan Document shall affect any right that the Term Administrative Agent, any other Lender or the Revolving Administrative Agent, the Collateral Agent, any Issuing Bank or any Lender may otherwise have to bring any action or Dresser Guarantee and Collateral Agreement 30 proceeding relating to this Guarantee Agreement or any other Loan Document against the Borrower or any Guarantor Pledgor, or its properties properties, in the courts of any jurisdiction.

Jurisdiction; Consent to Service of Process. (a) The Borrower and each Guarantor -------------------------------------------- Pledgor hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive 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 of the Southern District of New YorkCity, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Guarantee Agreement or the other Loan Documents, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that that, to the extent permitted by applicable law, all claims in respect of any such action or proceeding shall may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Guarantee Agreement or any other Loan Document shall affect any right that the Administrative Agent, Collateral Agent or any other Lender or any Issuing Bank Secured Party may otherwise have to bring any action or proceeding relating to this Guarantee Agreement or any the other Loan Document Documents against the Borrower or any Guarantor Pledgor or its properties in the courts of any jurisdiction.

Jurisdiction; Consent to Service of Process. (a) The Each of the Borrower and each Guarantor hereby irrevocably and unconditionally submits, for itself and its property, to the 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 City and of the United States District Court of the Southern District of New YorkYork County, and any appellate court from any thereof, in any proceeding, claim, controversy, dispute or cause of action (whether in contract or proceeding tort or otherwise) based upon, arising out of or relating to this Guarantee Agreement or the any other Loan DocumentsDocument (except, as to any other Loan Document, as expressly set forth therein) and the transactions contemplated hereby and thereby, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding shall may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Guarantee Agreement or any other Loan Document shall affect any right that the Administrative Agent, any other Lender the Collateral Agent, the Issuing Bank or any Issuing Bank Lender may otherwise have to bring any action or proceeding relating to this Guarantee Agreement or any the other Loan Document Documents against the Borrower or Borrower, any Guarantor or its their respective properties in the courts of any jurisdiction.

Jurisdiction; Consent to Service of Process. (a) The Borrower and each Each Guarantor hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive nonexclusive jurisdiction of the Supreme Court of the State of New York sitting in New York County and of or the United States District Court of the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Guarantee Agreement or the other Loan Support Documents, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding shall may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Guarantee Agreement or any other Loan Support Document shall affect any right that the Administrative Agent, any other Lender Collateral Agent or any Issuing Bank Secured Party may otherwise have to bring any action or proceeding relating to this Guarantee Agreement or any other Loan Support Document against the Borrower or any Guarantor or its properties in the courts of any jurisdiction.

Jurisdiction; Consent to Service of Process. (a) The Borrower and each Guarantor Each Pledgor hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive nonexclusive jurisdiction of the Supreme Court of the State of New York sitting in New York County and of or the United States District Court of the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Guarantee Agreement or the other Loan Documents, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that that, to the extent permitted by applicable law, all claims in respect of any such action or proceeding shall may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Guarantee Agreement or any other Loan Document shall affect any right that the Administrative Agent, Collateral Agent or any other Lender or any Issuing Bank Secured Party may otherwise have to bring any action or proceeding relating to this Guarantee Agreement or any the other Loan Document Documents against the Borrower or any Guarantor Pledgor or its properties in the courts of any jurisdiction.

Jurisdiction; Consent to Service of Process. (a) The Borrower and each Guarantor Each ------------------------------------------- Grantor hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive nonexclusive jurisdiction of the Supreme Court 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, in any action or proceeding arising out of or relating to this Guarantee Agreement or the other Loan Documents, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that that, to the extent permitted by applicable law, all claims in respect of any such action or proceeding shall may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Guarantee Agreement or any other Loan Document shall affect any right that the Administrative Agent, Collateral Agent or any other Lender or any Issuing Bank Secured Party may otherwise have to bring any action or proceeding relating to this Guarantee Agreement or any the other Loan Document Documents against the Borrower or any Guarantor Grantor or its properties in the courts of any jurisdiction.

Jurisdiction; Consent to Service of Process. (a) The Borrower and each Guarantor Each of the Loan Parties hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive nonexclusive jurisdiction of the Supreme Court 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, in any action or proceeding arising out of or relating to this Guarantee Agreement or the any other Loan DocumentsDocument, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding shall may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Guarantee Agreement or any other Loan Document shall affect any right that the Administrative Agent, any other Lender the Collateral Agent, the Issuing Bank or any Issuing Bank Lender may otherwise therwise have to bring any action or proceeding relating to this Guarantee Agreement or any other Loan Document against the Borrower any Grantor or any Guarantor Guarantor, or its properties properties, in the courts of any jurisdiction.

Jurisdiction; Consent to Service of Process. (a) The Borrower and each Guarantor hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the Supreme Court 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, in any action or proceeding arising out of or relating to this Guarantee Agreement or the any other Loan DocumentsDocument, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding shall may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Guarantee Agreement or any other Loan Document shall affect any right that the Administrative Agent, any other Lender or any Issuing Bank may otherwise have to bring any action or proceeding relating to this Guarantee Agreement or any other Loan Document against the Borrower or any Guarantor or its properties in the courts of any jurisdiction.

Jurisdiction; Consent to Service of Process. (a%3) The Borrower and each Guarantor Pledgor hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive 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 of the Southern District of New YorkCity, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Guarantee Agreement or the other Loan Documents, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding shall may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final and nonappealable judgment of a court of competent jurisdiction 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 Guarantee Agreement or any other Loan Document shall affect any right that the Administrative Agent, any other Lender Loan Party or any Issuing Bank Secured Party may otherwise have to bring any action or proceeding relating to this Guarantee Agreement or any the other Loan Document Documents against the Borrower Pledgor or any Guarantor Secured Party or its properties in the courts of any jurisdiction.

Jurisdiction; Consent to Service of Process. (a) The -------------------------------------------- Each of SSCC, JSCE and the Borrower and each Guarantor hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive 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 of the Southern District of New YorkCity, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Guarantee Agreement or the other Loan Documents, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding shall may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Guarantee Agreement or any other Loan Document shall affect any right that the Administrative Agent, any other Lender or any Issuing Bank may otherwise have to bring any action or proceeding relating to this Guarantee Agreement or any the other Loan Document Documents against the Borrower or any Guarantor Loan Party or its properties in the courts of any jurisdiction.

Jurisdiction; Consent to Service of Process. (a) The Borrower and each Guarantor Each Grantor hereby irrevocably and unconditionally submits, for itself and its property, to the non-exclusive jurisdiction of the Supreme Court of the State of any New York sitting in New York County and State court or federal court of the United States District Court of America, sitting in the Southern District Borough of New YorkManhattan, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Guarantee Agreement or the other Loan Documents, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding shall be heard and determined in such New York State or, to the extent permitted by law, in such Federal courtfederal court sitting in the Borough of Manhattan, and any appellate court from any thereof. Each of the parties hereto Grantor agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Guarantee Agreement or any other Loan Document shall affect any right that the Administrative Collateral Agent, any other Lender the Administrative Agent or any Issuing Bank Lender may otherwise have to bring any action or proceeding relating to this Guarantee Agreement or Agreement, any other Loan Document against the Borrower or any Guarantor Collateral against any Grantor or its properties in the courts of any jurisdiction.

Jurisdiction; Consent to Service of Process. (a) The Borrower and each Guarantor Each of the Loan Parties hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the Supreme Court 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 CHAR1\1554019v4 York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Guarantee Agreement or the any other Loan DocumentsDocument, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding shall may be heard and determined in such New York State court or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Guarantee Agreement or any other Loan Document shall affect any right that the Administrative Agent, Agent or any other Lender or any Issuing Bank Secured Party may otherwise have to bring any action or proceeding relating to this Guarantee Agreement or any other Loan Document against the Borrower any Grantor or any Guarantor Guarantor, or its properties properties, in the courts of any jurisdiction.

Jurisdiction; Consent to Service of Process. (a) The Borrower and each Guarantor Each Grantor hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive nonexclusive jurisdiction of the Supreme Court 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, in any action or proceeding arising out of or relating to this Guarantee Agreement or the any other Loan Documents, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding shall may be heard and determined in such State of New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Guarantee Agreement or any other Loan Document shall affect any right that the Administrative Collateral Agent, any other Lender the Administrative Agent or any Issuing Bank Lender may otherwise have to bring any action or proceeding relating to this Guarantee Agreement or any other Loan Document against the Borrower or any Guarantor Grantor or its properties in the courts of any jurisdiction.

Jurisdiction; Consent to Service of Process. (a) The Borrower and each Guarantor hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the Supreme Court of the State of any New York sitting State court located in New York County and City, Borough of Manhattan, or Federal court of the United States District Court of America sitting in the Southern District of New York, located in New York City, Borough of Manhattan, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Guarantee Agreement or the other Loan DocumentsDocuments (other than with respect to any action or proceeding by the Administrative Agent, the Collateral Agent, the Borrower or any other Loan Party in respect of rights under any Security Document governed by laws other than the laws of the State of New York or with respect to any Collateral subject thereto), or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding shall may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Guarantee Agreement or any other Loan Document shall affect any right that the Administrative Agent, any other Lender the Collateral Agent, the Arrangers, the Issuing Banks or any Issuing Bank Lender may otherwise have to bring any action or proceeding relating to this Guarantee Agreement or any the other Loan Document Documents against the Borrower or any Guarantor or its properties in the courts of any jurisdiction.

Jurisdiction; Consent to Service of Process. (a) The Borrower and each Guarantor Each of the Foreign Guarantors hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive nonexclusive jurisdiction of the Supreme Court 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, in any action or proceeding arising out of or relating to this Guarantee Agreement or the any other Loan DocumentsCredit Document, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding shall may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Guarantee Agreement or any other Loan Credit Document shall affect any right that the Administrative Collateral Agent, any other Lender Agent or any Issuing Bank other Secured Party may otherwise have to bring any action or proceeding relating to this Guarantee Agreement or any other Loan Credit Document against either of the Borrower Foreign Borrowers or any Guarantor other Foreign Guarantors or its any of their properties in the courts of any jurisdiction.

Jurisdiction; Consent to Service of Process. (a) The Borrower and each Guarantor Each Subsidiary Pledgor hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive 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 of the Southern District of New YorkCity, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Guarantee Agreement or the any other Loan DocumentsDocument, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that that, to the extent permitted by applicable law, all claims in respect of any such action or proceeding shall may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Guarantee Agreement or any other Loan Document shall affect any right that the Administrative Agent, Collateral Trustee or any other Lender or any Issuing Bank Secured Party may otherwise have to bring any action or proceeding relating to this Guarantee Agreement or Agreement, any other Loan Document against Document, the Borrower BFI Indenture, the AWNA Indenture or any Guarantor 2001 Indenture against any Subsidiary Pledgor or its properties in the courts of any jurisdiction.

Jurisdiction; Consent to Service of Process. (a) The Borrower and each Guarantor Each of the Borrowers hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive nonexclusive jurisdiction of the Supreme Court of the State of any New York sitting in New York County and State court or Federal court of the United States District Court of America sitting in the Southern District Borough of Manhattan, The City of New York, and any appellate court from any thereof, in any suit, action or proceeding arising out of or relating to this Guarantee Agreement or the any other Loan Documentsdocument delivered hereunder, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding shall may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Guarantee Agreement or any other Loan Document shall affect any right that the Administrative Agent, any other Lender Agent or any Issuing Bank Lender may otherwise have to bring any action or proceeding relating to this Guarantee Agreement or any other Loan Document document delivered hereunder against the any Borrower or any Guarantor of its Subsidiaries or its any of their respective properties in the courts of any jurisdiction.

Jurisdiction; Consent to Service of Process. (a) The Borrower and each Guarantor Each -------------------------------------------- Pledgor hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive nonexclusive jurisdiction of the Supreme Court 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, in any action or proceeding arising out of or relating to this Guarantee Agreement or the other any Loan DocumentsDocument, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding shall may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Guarantee Agreement or any other Loan Document shall affect any right that the Administrative Agent, any other Lender the Issuing Bank or any Issuing Bank Lender may otherwise have to bring any action or proceeding relating to this Guarantee Agreement or any the other Loan Document Documents against the Borrower or any Guarantor Pledgor or its properties in the courts of any jurisdiction.

Jurisdiction; Consent to Service of Process. (a) The Borrower and each Guarantor hereby irrevocably and unconditionally submits, for itself and its propertyProperty, to the exclusive 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 of the Southern District of County, New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Guarantee Credit Agreement or the other Loan Documents, or for recognition or enforcement of any order or judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding shall may be heard and determined in such New York State orcourt, or to the extent permitted by law, in such Federal courtcourt in New York County, New York. Each party to this Credit Agreement irrevocably consents to the service of process out of any New York State court or Federal court of the parties hereto United States of America sitting in New York County, New York in any such action or proceeding by the mailing of copies thereof by registered or certified mail, postage prepaid, to such party at its address referred to in Section 10.2. The Borrower agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Guarantee Credit Agreement or any other Loan Document shall affect any right that the Administrative Agent, any other Lender Agent or any Issuing Bank may otherwise have to bring any action or proceeding relating to this Guarantee Credit Agreement or any other the Loan Document Documents against the Borrower or any Guarantor Subsidiary of the Borrower or its properties respective Properties in the courts of any other jurisdiction.

Jurisdiction; Consent to Service of Process. (a) The Borrower Each of the ------------------------------------------- Company, the Master Servicer and each Guarantor Servicer hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive 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 of the Southern District of New YorkCity, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Guarantee Agreement or the other Loan Transaction Documents, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding shall may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Guarantee Agreement or any other Loan Document shall affect any right that the Administrative Agent, any other Lender Agent or any Issuing Bank Participant may otherwise have to bring any action or proceeding relating to this Guarantee Agreement or any the other Loan Document Transaction Documents against the Borrower Company, the Master Servicer or any Guarantor Servicer or its their properties in the courts of any jurisdiction.

Jurisdiction; Consent to Service of Process. (a) The Borrower and each Each Subsidiary Guarantor hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive nonexclusive jurisdiction of the Supreme Court 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, in any action or proceeding arising out of or relating to this Guarantee Agreement or the any other Loan DocumentsDocument, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding shall may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the 109 6 judgment or in any other manner provided by law. Nothing in this Guarantee Agreement or any other Loan Document shall affect any right that the Administrative Agent, Collateral Agent or any other Lender or any Issuing Bank Secured Party may otherwise have to bring any action or proceeding relating to this Guarantee Agreement or any other Loan Document against the Borrower or any Subsidiary Guarantor or its properties in the courts of any jurisdiction.

Jurisdiction; Consent to Service of Process. (a) The Borrower and each Guarantor Each party to this Agreement hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive 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 of the Southern District of New YorkCity, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Guarantee Agreement Agreement, any other Indenture Documents or the other Loan Documentsany Other Pari Passu Lien Agreement, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding shall may be heard and determined in such New York State or, to the 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 Guarantee Agreement or any other Loan Document Other Pari Passu Lien Agreement shall affect any right that the Administrative Agent, any other Lender Collateral Agent or any Issuing Bank Secured Party may otherwise have to bring any action or proceeding relating to this Guarantee Agreement Agreement, any other Indenture Document or any other Loan Document Other Pari Passu Lien Agreement against the Borrower or any Guarantor Pledgor, or its properties properties, in the courts of any jurisdiction.

Jurisdiction; Consent to Service of Process. (a) The Borrower and Subject to the final sentence of this clause (a), each Guarantor of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the 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 County, and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Guarantee Agreement, any other Loan Document, any Other First Lien Agreement or the other Loan Documentstransactions relating hereto or thereto, or for recognition or enforcement of any judgment, 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 shall 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 Guarantee Agreement or Agreement, any other Loan Document or any Other First Lien Agreement shall affect any right that the Administrative Agent, Agent or any other Lender or any Issuing Bank Secured Party may otherwise have to bring any action or proceeding relating to this Guarantee Agreement or Agreement, any other Loan Document against the Borrower or any Guarantor Other First Lien Agreement against Holdings or or its properties in the courts of any jurisdiction.

Jurisdiction; Consent to Service of Process. (a) The Borrower and each Guarantor Each party hereto hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive 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 of the Southern District of New YorkCity, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Guarantee Agreement or the other Loan Documents, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that that, to the extent permitted by applicable law, all claims in respect of any such action or proceeding shall may be heard and determined in such New York State court or, to the extent permitted by applicable law, in such Federal courtcourt referred to above. 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 Guarantee Agreement or any other Loan Document shall affect any right that the Administrative Agent, Collateral Agents or any other Lender or any Issuing Bank Secured Party may otherwise have to bring any action or proceeding relating to this Guarantee Agreement or any the other Loan Document Documents against the Borrower or any Guarantor Pledgor or its properties in the courts of any jurisdiction.

Jurisdiction; Consent to Service of Process. (a) The Borrower and each Guarantor Each party to this Agreement hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive 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 of the Southern District of New YorkCity, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Guarantee Agreement or the Agreement, any other Loan DocumentsDocuments or any Senior Secured Note Indenture, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding shall may be heard and determined in such New York State or, to the 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 Guarantee Agreement or any other Loan Document Senior Secured Note Indenture shall affect any right that the Administrative AgentApplicable Representative, any other Issuing Bank, any Lender or any Issuing Bank Secured Party may otherwise have to bring any action or proceeding relating to this Guarantee Agreement or Agreement, any other Loan Document against the Borrower or any Guarantor Senior Secured Note Indenture against any Pledgor, or its properties properties, in the courts of any jurisdiction.

Jurisdiction; Consent to Service of Process. (a) The Borrower and each Guarantor Each -------------------------------------------- of the Grantors hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive nonexclusive jurisdiction of the Supreme Court 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, in any action or proceeding arising out of or relating to this Guarantee Agreement or the any other Loan DocumentsTransaction Document, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding shall may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Guarantee Agreement or any other Loan Transaction Document shall affect any right that the Administrative Agent, the Collateral Agent, the Issuing Bank, any other Lender or any Issuing Bank Noteholder may otherwise have to bring any action or proceeding relating to this Guarantee Agreement or any other Loan Transaction Document against the Borrower any Grantor or any Guarantor Guarantor, or its properties properties, in the courts of any jurisdiction.

Jurisdiction; Consent to Service of Process. (a) The Borrower and each Guarantor Each of ------------------------------------------- the Loan Parties hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive nonexclusive jurisdiction of the Supreme Court 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, in any action or proceeding arising out of or relating to this Guarantee Agreement or the other any Loan DocumentsDocument, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding shall may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Guarantee Agreement or any other Loan Document shall affect any right that the Administrative Agent, any other Lender the Issuing Bank or any Issuing Bank Lender may otherwise have to bring any action or proceeding relating to this Guarantee Agreement or any other Loan Document against the Borrower or any Guarantor Borrowers or its properties in the courts of any jurisdiction.

Jurisdiction; Consent to Service of Process. (a) The ------------------------------------------- Borrower and each Guarantor hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive nonexclusive jurisdiction of the Supreme Court of the State of New York sitting in New York County and of the United States District Court Xxxxxx Xxxxxx Xxxxxxxx Xxxxx of the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to the Transaction, this Guarantee Agreement or and/or any of the other Loan Transaction Documents, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding shall may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Guarantee Agreement or any other Loan Document shall affect any right that the Administrative Agent, any other Lender Agent or any Issuing Bank Lender may otherwise have to bring any action or proceeding relating to this Guarantee Agreement or any other Loan Document against the Borrower or any Guarantor or its properties in the courts of any jurisdiction.

Jurisdiction; Consent to Service of Process. (a) The Borrower and each Each Guarantor hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive nonexclusive jurisdiction of the Supreme Court 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, in any action or proceeding arising out of or relating to this Guarantee Agreement or the any other Loan Documents, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding shall may be heard and determined in such State of New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Guarantee Agreement or any other Loan Document shall affect any right that the Administrative Agent, Collateral Agent or any other Lender or any Issuing Bank Secured Party may otherwise have to bring any action or proceeding relating to this Guarantee Agreement or any other Loan Document against the Borrower or any Guarantor or its properties in the courts of any jurisdiction.

Jurisdiction; Consent to Service of Process. (a) The Borrower and each Guarantor Each Subordinated Creditor hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive nonexclusive jurisdiction of the Supreme Court 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, in any action or proceeding arising out of or relating to this Guarantee Agreement or the Agreement, any other Loan DocumentsDocument or any Banking Services document, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding shall may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Guarantee Agreement or any other Loan Document shall affect any right that the Administrative Agent, any other Lender the Collateral Agent, the Issuing Bank, or any Issuing Bank Lender may otherwise have to bring any action or proceeding relating to this Guarantee Agreement or Agreement, any other Loan Document against the Borrower or any Guarantor Banking Services document against any Subordinated Creditor or its properties in the courts of any jurisdiction.