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

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

Jurisdiction; Consent to Service of Process. (a) Each of the parties hereto Pledgors hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of any New York State court or federal court of the United States of America sitting in New York County, and venue of the United States District Court of for the Southern District of New York sitting in New York Countyfor any and all actions, and any appellate court from any thereof, in any action suits or proceeding proceedings arising out of or relating to this Agreement or the transactions contemplated hereby (other Loan Documentsthan any claim against the UST for monetary damages in excess of $10,000, or for recognition or enforcement which each party hereto agrees to submit to the exclusive jurisdiction and venue of any judgmentthe United States Court of Federal Claims), and each of the parties hereto Pledgors hereby irrevocably and unconditionally submits to the jurisdiction of such courts and agrees that all claims in respect of any such action, litigation action or proceeding may be heard and determined in such New York State court or, to the fullest extent permitted by applicable law, in such federal courtUnited States District Court. Each of the parties hereto Pledgors agrees that a final judgment in any such action, litigation action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or in any other Loan Document shall affect any right that the Administrative Agent, any Issuing Bank or any Lender Secured Parties may otherwise have to bring any action or proceeding relating to this Agreement or any the other Loan Document Documents against the Borrower or any other Loan Party Pledgor or its respective properties in the courts of any jurisdiction.

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

Jurisdiction; Consent to Service of Process. (a) Each of the parties hereto hereby The Borrower and each other Loan Party irrevocably and unconditionally submitsagrees that it will not commence any action, for itself and its property, to the exclusive jurisdiction litigation or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, against the Administrative Agent, the Collateral Agent, any Lender, any Arranger or any Affiliate of the foregoing in any way relating to this Agreement or any other Loan Document or the transactions relating hereto or thereto, in any forum other than the courts of the State of New York State court or federal court of the United States of America sitting in New York County, Borough of Manhattan, and of the United States District Court of the Southern District of New York York, sitting in New York County, Borough of Manhattan, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or the other Loan Documents, or for recognition or enforcement of any judgment, and each of the parties hereto irrevocably and unconditionally submits to the jurisdiction of such courts and agrees that all claims in respect of any such action, litigation or proceeding may be heard and determined in such New York State court or, to the fullest extent permitted by applicable law, in such federal court. Each of the parties hereto agrees that a final judgment in any such action, litigation or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or in any other Loan Document shall affect any right that the Administrative Agent, any Issuing Bank or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Document against the Borrower or any other Loan Party or its properties in the courts of any jurisdiction.

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

Jurisdiction; Consent to Service of Process. (a) Each of the parties hereto hereby The Borrower and each other Loan Party irrevocably and unconditionally submitsagrees that it will not commence any action, for itself and its property, to the exclusive jurisdiction litigation or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, against the Administrative Agent, the Collateral Agent, any Lender, any Issuing Bank, any Arranger, any Co-Documentation Agent or any Affiliate of the foregoing in any way relating to this Agreement or any other Loan Document or the transactions relating hereto or thereto, in any forum other than the courts of the State of New York State court or federal court of the United States of America sitting in New York County, Borough of Manhattan, and of the United States District Court of the Southern District of New York sitting in New York County, Borough of Manhattan, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or the other Loan Documents, or for recognition or enforcement of any judgment, and each of the parties hereto irrevocably and unconditionally submits to the jurisdiction of such courts and agrees that all claims in respect of any such action, litigation or proceeding may be heard and determined in such New York State court or, to the fullest extent permitted by applicable law, in such federal court. Each of the parties hereto agrees that a final judgment in any such action, litigation or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or in any other Loan Document shall affect any right that the Administrative Agent, any Issuing Bank or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Document against the Borrower or any other Loan Party or its properties in the courts of any jurisdiction.

Jurisdiction; Consent to Service of Process. (a) Each of the parties hereto hereby Borrower irrevocably and unconditionally submitsagrees that it will not commence any action, for itself and its property, to the exclusive jurisdiction litigation or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, against the Administrative Agent, any Lender or any Related Party of the foregoing in any way relating to this Agreement or the transactions relating hereto, in any forum other than the courts of the State of New York State court or federal court of the United States of America sitting in New York Countythe Borough of Manhattan, and of the United States District Court of the Southern District of New York sitting in New York CountyYork, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or the other Loan Documents, or for recognition or enforcement of any judgment, and each of the parties hereto irrevocably and unconditionally submits to the jurisdiction of such courts and agrees that all claims in respect of any such action, litigation or proceeding may be heard and determined in such New York State court or, to the fullest extent permitted by applicable law, in such federal court. Each of the parties hereto agrees that a final judgment in any such action, litigation or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or in any other Loan Document shall affect any right that the Administrative Agent, any Issuing Bank Agent or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or against any other Loan Document against the Borrower or any other Loan Party or its properties in the courts of any jurisdiction.

Jurisdiction; Consent to Service of Process. (a) Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of any the Supreme Court of the State of New York State court or federal court of the United States of America sitting in New York County, County and of the United States District Court of the Southern District of New York sitting in New York CountyYork, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or the other Loan Documents, 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, litigation action or proceeding may shall be heard and determined in such New York State court or, to the fullest extent permitted by applicable lawLaw, in such federal Federal court. Each of the parties hereto agrees that a final judgment in any such action, litigation 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 lawapplicable Law. Nothing in this Agreement or in any other Notwithstanding anything herein to the contrary, each Loan Document shall affect any right Party irrevocably agrees that the Administrative Agent, any Issuing Bank or any Lender may otherwise have the Collateral Agent, the Arrangers, and Lenders retain the right to bring proceedings against any action or proceeding relating to this Agreement or any other Loan Document against the Borrower or any other Loan Party or its properties in the courts of any jurisdictionother jurisdiction in connection with the exercise of any rights under any Loan Document or against any Collateral or the enforcement of any judgment, and hereby submits to the jurisdiction of, and consents to venue in, any such court.

Jurisdiction; Consent to Service of Process. (a) Each of the parties hereto hereby The Borrowers and each other Loan Party irrevocably and unconditionally submitsagrees that it will not commence any action, for itself and its property, to the exclusive jurisdiction litigation or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, against the Administrative Agent, the Collateral Agent, any Lender, any Arranger or any Affiliate of the foregoing in any way relating to this Agreement or any other Loan Document or the transactions relating hereto or thereto, in any forum other than the courts of the State of New York State court or federal court of the United States of America sitting in New York County, Borough of Manhattan, and of the United States District Court of the Southern District of New York York, sitting in New York County, Borough of Manhattan, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or the other Loan Documents, or for recognition or enforcement of any judgment, and each of the parties hereto irrevocably and unconditionally submits to the jurisdiction of such courts and agrees that all claims in respect of any such action, litigation or proceeding may be heard and determined in such New York State court or, to the fullest extent permitted by applicable law, in such federal court. Each of the parties hereto agrees that a final judgment in any such action, litigation or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or in any other Loan Document shall affect any right that the Administrative Agent, any Issuing Bank or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Document against the any Borrower or any other Loan Party or its properties in the courts of any jurisdiction.

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

Jurisdiction; Consent to Service of Process. (a) Each party hereto irrevocably and unconditionally agrees that it will not commence any action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, in any way relating to this Agreement or any other Loan Document or the transactions relating hereto or thereto, in any forum other than the courts of the State of New York sitting in the borough of Manhattan, and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, and each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of any New York State court or federal court of the United States of America sitting in New York County, and of the United States District Court of the Southern District of New York sitting in New York County, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or the other Loan Documents, or for recognition or enforcement of any judgment, and each of the parties hereto irrevocably and unconditionally submits to the jurisdiction of such courts and agrees that all claims in respect of any such action, litigation or proceeding may shall be heard 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, litigation or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or in any other Loan Document shall affect any right that the Administrative Agent, any Issuing Bank or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Document against the any Borrower or any other Loan Party or its properties in the courts of any jurisdiction.

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

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

Jurisdiction; Consent to Service of Process. (a) Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the Bankruptcy Court and, if the Bankruptcy Court does not have (or abstains from) jurisdiction, any New York State court or federal court of the United States of America sitting in New York County, and of the United States District Court of the Southern District of any appellate court from any thereof, and, if such federal courts do not have (or abstain from jurisdiction), any New York sitting in New York CountyState court, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or the other Loan DocumentsDocuments (other than under any Security Document governed by a law 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 submits to the jurisdiction of such courts and agrees that all claims in respect of any such action, litigation action or proceeding may be heard and determined and shall be brought exclusively in such New York State court federal or, to the fullest extent permitted by applicable lawapplicable, in such federal New York State court. Each of the parties hereto agrees that a final judgment in any such action, litigation action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or in any other Loan Document shall affect any right that the Administrative Agent, any Issuing Bank or any Lender or Agent may otherwise have to bring any action or proceeding relating to this Agreement or any the other Loan Document Documents against the any Borrower or any other Loan Party or its their properties in the courts of any jurisdiction.

Jurisdiction; Consent to Service of Process. (a) Each of the parties hereto The Borrower hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of any New York State court or federal the Federal court of the United States of America sitting in New York County, and of the United States District Court of the Southern District of New York sitting York, in New York Countyeach case located in the Borough of Manhattan, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or the other Loan Documents, or for recognition or enforcement of any judgment (except to the extent the Collateral Agent requires submission to any other jurisdiction in connection with the exercise of any rights under the Security Agreement or the 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, litigation action or proceeding may shall 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, litigation action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or in any other Loan Document shall affect any right that the Administrative Agent, the Collateral Agent, any Issuing Bank or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any the other Loan Document Documents against the Borrower or any other Loan Party or its properties in the courts of any jurisdiction.

Jurisdiction; Consent to Service of Process. (a) Each of the parties hereto Borrower hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of any the Supreme Court of the State of New York State court or federal court of the United States of America sitting in New York Countythe Borough of Manhattan, and of the United States District Court of for the Southern District of New York sitting in New York Countythe Borough of Manhattan, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this 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 submits to the jurisdiction of such courts and agrees that all claims in respect of any such action, litigation action or proceeding may be heard and determined in such New York State court or, to the fullest extent permitted by applicable law, in such federal court. Each Borrower 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 such Borrower at the address specified for the Loan Parties in Section 9.01(a). Each of the parties hereto agrees that a final judgment in any such action, litigation action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or in any other Loan Document shall affect any right that any Lender or the Administrative Agent, any Issuing Bank or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any the other Loan Document Documents against the Borrower Borrowers or any other Loan Party or its their properties in the courts of any jurisdiction.

Jurisdiction; Consent to Service of Process. (a) Each of the parties hereto PPL, -------------------------------------------- Finance Co. and Resources hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive nonexclusive jurisdiction of any the Supreme Court of the State of New York State court or federal court of the United States of America sitting in New York County, County and of the United States District Court of the Southern District of New York sitting in New York CountyYork, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or the other Loan DocumentsAgreement, 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, litigation action or proceeding may be heard and determined in such New York State court or, to the fullest extent permitted by applicable law, in such federal Federal court. Each of the parties hereto agrees that a final judgment in any such action, litigation action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or in any other Loan Document shall affect any right that the Administrative Agent, any Issuing the Fronting Bank or any Lender Bank may otherwise have to bring any action or proceeding relating to this Agreement or against any other Loan Document against the Borrower or any other Loan Party of PPL, Finance Co., Resources or its properties in the courts of any jurisdiction.

Jurisdiction; Consent to Service of Process. (a) Each of the parties hereto The Borrower hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of any New York State court or federal Federal court of the United States of America sitting in New York County, and or any court of the United States District Court of the Southern District State of New York York, in each case, sitting in New York County, and any appellate court from any thereof, in any action action, suit, proceeding, claim or proceeding counterclaim arising out of or relating to this Agreement or the any other Loan DocumentsDocument, or for recognition or enforcement of any judgment, and each of the parties party hereto hereby irrevocably and unconditionally submits to the jurisdiction of such courts and agrees that all actions, suits, proceedings, claims in respect and counterclaims arising out of or relating to this Agreement or any such actionother Loan Document brought by it or any of its Affiliates shall be brought, litigation or proceeding may and shall be heard and determined determined, exclusively in such New York State Federal court or, to in the fullest extent permitted by applicable lawevent such Federal court lacks subject matter jurisdiction, in such federal state court. Each of the parties party hereto agrees that a final judgment in any such action, litigation suit, proceeding, claim or proceeding counterclaim shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or in any other Loan Document shall affect any right that the Administrative Agent, any Issuing Bank Agent or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Document against the Borrower or any other Loan Party or its properties in the courts of any jurisdiction.

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

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

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

Jurisdiction; Consent to Service of Process. (a) Each of the parties hereto party to this Agreement hereby irrevocably and unconditionally submitsagrees that it will not commence any action, for itself and its property, to the exclusive jurisdiction litigation or proceeding of any New York State court kind or federal court description, whether in law or equity, whether in contract or in tort or otherwise, against any other party or any affiliate thereof, in any way relating to this Agreement, any other Credit Agreement Document or the transactions relating hereto or thereto, in any forum other than the courts of the United States Province of America sitting in New York County, and of the United States District Court of the Southern District of New York sitting in New York County, Ontario and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or the other Loan Documents, or for recognition or enforcement of any judgment, and each of the parties hereto irrevocably and unconditionally submits to the jurisdiction of such courts and agrees that all claims in respect of any such action, litigation or proceeding may be heard and determined in such New York State court courts 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, litigation or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or in any other Loan Document shall affect any right Notwithstanding the foregoing, each party hereto agrees that the Administrative Agent, any Issuing Bank or any Lender may otherwise have Agent and the Collateral Agent each retain the right to bring proceedings against any action or proceeding relating to this Agreement or any other Loan Document against the Borrower or any other Loan Party or its properties in the courts of any jurisdictionother jurisdiction solely in connection with the exercise of any rights under any Security Document or as otherwise provided in the Guarantee Agreement.

Jurisdiction; Consent to Service of Process. (a) Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of any New York State court or federal court of the United States of America sitting in New York County, and of the United States District Court of the Southern District of New York sitting in New York CountyYork, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or the other Loan Documents, or for recognition or enforcement of any judgment, and each of the parties hereto irrevocably and unconditionally 187 submits to the jurisdiction of such courts and agrees that all claims in respect of any such action, litigation or proceeding may be heard and determined in such New York State court or, to the fullest extent permitted by applicable law, in such federal court. Each of the parties hereto agrees that a final judgment in any such action, litigation or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or in any other Loan Document shall affect any right that the Administrative Agent, any Issuing Bank Agent or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Document against the Borrower or any other Loan Party or its properties in the courts of any jurisdiction.

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

Jurisdiction; Consent to Service of Process. (a) Each of Holdings and the parties hereto Borrower hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of any New York State court or federal Federal court of the United States of America sitting in New York County, and of the United States District Court of the Southern District of New York sitting in New York CountyCity, and any appellate court from any thereofthereof except to the extent that the provisions of the Bankruptcy Code are applicable and specifically conflict with the foregoing, in any action or proceeding arising out of or relating to this Agreement or the other Loan Documents, 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, litigation action or proceeding may be heard and determined in such New York State court or, to the fullest extent permitted by applicable law, in such federal Federal court. Each of the parties hereto agrees that a final judgment in any such action, litigation action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or in any other Loan Document shall affect any right that the Administrative Agent, any the Collateral Agent, the Issuing Bank or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any the other Loan Document Documents against the Borrower Borrower, Holdings or any other Loan Party or its their respective properties in the courts of any jurisdiction.

Jurisdiction; Consent to Service of Process. All claims, actions and proceedings (awhether in contract or tort) Each of the parties hereto hereby irrevocably and unconditionally submitsbased upon, for itself and its property, to the exclusive jurisdiction of any New York State court or federal court of the United States of America sitting in New York County, and of the United States District Court of the Southern District of New York sitting in New York County, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement and/or the other Transaction Documents or the negotiation, execution or performance of this Agreement and/or the other Loan Transaction Documents (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement and/or the other Transaction Documents, or for recognition or enforcement of any judgment, and each of the parties hereto irrevocably and unconditionally submits to the jurisdiction of such courts and agrees that all claims in respect of any such action, litigation or proceeding may ) shall be heard and determined in such New York any state or federal court sitting in the Court of Chancery of the State court of Delaware (or, if the Chancery Court of the State of Delaware declines to accept jurisdiction over a particular matter, any state or federal court within the fullest extent permitted by applicable lawState of Delaware), in such federal court. Each of and the parties hereto agrees hereby irrevocably submit to the exclusive jurisdiction of such courts (and, in the case of appeals, appropriate appellate courts therefrom) in any such action or proceeding and irrevocably waive the defense of an inconvenient forum to the maintenance of any such action or proceeding, and any judgment of such courts may be enforced in any other jurisdictions by suit on the judgment or by any other manner provided by law. The consents to jurisdiction set forth in this paragraph shall not constitute general consents to service of process in the State of Delaware and shall have no effect for any purpose except as provided in this Section 9.5 and shall not be deemed to confer rights on any Person other than the parties hereto. The parties hereto agree that a final judgment in any such action, litigation action or proceeding shall be conclusive and may be enforced in any other jurisdictions jurisdiction by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or in any other Loan Document shall affect any right that the Administrative Agent, any Issuing Bank or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Document against the Borrower or any other Loan Party or its properties in the courts of any jurisdictionapplicable Law.

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

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

Jurisdiction; Consent to Service of Process. (a) Each of the parties hereto 0The Company and each other Borrower that is a Domestic Subsidiary hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of of, and each other Borrower hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of, any New York State court or federal Federal court of the United States of America sitting in New York County, and of the United States District Court of the Southern District of New York sitting in New York CountyCity, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or the other Loan Documents, 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, litigation action or proceeding may be heard and determined in such New York State court or, to the fullest extent permitted by applicable law, in such federal Federal court. Each of the parties hereto agrees that a final judgment in any such action, litigation action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or in any other Loan Document shall affect any right that the Administrative Agent, any Issuing Bank or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any the other Loan Document Documents against the any Borrower or any other Loan Party or its properties in the courts of any jurisdiction.

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

Jurisdiction; Consent to Service of Process. (a) Each of the parties hereto Partner hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of any New York State court sitting in the County of New York or any federal court of the United States of America sitting in New York County, and of the United States District Court of the Southern District of New York sitting York, as the party instituting suit shall elect in New York Countyits sole discretion, and any appellate court from any thereofsuch court, in any suit, action or proceeding arising out of or relating to the Partnership or this Agreement or the other Loan DocumentsAgreement, or for recognition or enforcement of any judgment, and each of the parties hereto judgment relating hereto. Each Partner hereby irrevocably and unconditionally submits agrees that any suit, action or proceeding against it by any other Partner with respect to the jurisdiction of such courts Partnership or this Agreement may be instituted, and agrees that all claims in respect of any such actionsuit, litigation action or proceeding may shall be heard and determined instituted only in such any New York State court orsitting in the County of New York or any federal court sitting in the Southern District of New York, to and any appellate court from any such court, as the fullest extent permitted by applicable lawPartner instituting such suit, action or proceeding may elect in such federal courtits sole discretion. Each of the parties hereto Partner also hereby irrevocably and unconditionally agrees that a final judgment in any such actionsuit, litigation action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or in any other Loan Document shall affect any right that the Administrative Agent, any Issuing Bank or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Document against the Borrower or any other Loan Party or its properties in the courts of any jurisdiction.

Jurisdiction; Consent to Service of Process. (a) Each of the parties hereto The Borrower hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of any New York State court or federal Federal court of the United States of America sitting in New York County, and of the United States District Court of the Southern District of New York sitting in New York CountyCity, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or the other Loan Documents, or for recognition or enforcement of any judgmentjudgment (in each case other than with respect to any Security Document to the extent expressly provided otherwise therein), 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, litigation action or proceeding may be heard and determined in such New York State court or, to the fullest extent permitted by applicable law, in such federal courtFederal court (in each case other than with respect to any Security Document to the extent expressly provided otherwise therein). Each of the parties hereto agrees that a final judgment in any such action, litigation action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or in any other Loan Document shall affect any right that the Administrative Agent, any Issuing Bank the Collateral Agent or any 105 Lender may otherwise have to bring any action or proceeding relating to this Agreement or any the other Loan Document Documents against the Borrower or any other Loan Party or its properties in the courts of any jurisdiction.

Jurisdiction; Consent to Service of Process. (a) Each of IMS, IMS Foreign Holdings, IMS Cayman, IMS PRC and the parties hereto Borrowers hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive nonexclusive jurisdiction of any New York State court or federal Federal court of the United States of America sitting in New York County, and of the United States District Court of the Southern District of New York sitting in New York CountyCity, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or the other Loan Documents, 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, litigation action or proceeding may be heard and determined in such New York State court or, to the fullest extent permitted by applicable law, in such federal Federal court. Each of the parties hereto agrees that a final judgment in any such action, litigation action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or in any other Loan Document shall affect any right that the Administrative Agent, any Issuing the Collateral Agent, the Fronting Bank or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any the other Loan Document Documents against the Borrower IMS, any Borrower, IMS Foreign Holdings, IMS Cayman, IMS PRC or any other Loan Party or its their respective properties in the courts of any jurisdiction.

Jurisdiction; Consent to Service of Process. (a) Each Any legal action or proceeding with respect to this Agreement or any other Loan Document may be brought in the courts of the parties hereto State of New York sitting in the Borough of Manhattan, New York City or of the United States for the Eastern District of such state, and by execution and delivery of this Agreement, each of the Borrowers hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive nonexclusive jurisdiction of any New York State court or federal court of the United States of America sitting in New York County, and of the United States District Court of the Southern District of New York sitting in New York County, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or the other Loan Documents, or for recognition or enforcement of any judgment, and each of the parties hereto irrevocably and unconditionally submits to the jurisdiction of such courts and agrees that all claims in respect of any such action, litigation or proceeding may be heard and determined in such New York State court or, to the fullest extent permitted by applicable law, in such federal courtthose courts. Each of the parties hereto agrees that a final judgment in any such action, litigation action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or in any other Loan Document shall affect any right that the Administrative an Agent, any an Issuing Bank or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any the other Loan Document Documents against the Borrower Borrowers or any other Loan Party or its their respective properties in the courts of any jurisdiction.. (b) Each of the Borrowers hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or the other Loan Documents in any such New York state or Federal court. Each of

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

Jurisdiction; Consent to Service of Process. (a) Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of any the Supreme Court of the State of New York State court or federal court of the United States of America sitting in New York County, County and of the United States District Court of the Southern District of New York sitting in New York CountyYork, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or the other Loan Documents, 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, litigation action or proceeding may shall be heard and determined in such New York State court or, to the fullest extent permitted by applicable lawLaw, in such federal Federal court. Each of the parties hereto agrees that a final judgment in any such action, litigation 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 lawapplicable Law. Nothing in this Agreement or in any other Notwithstanding anything herein to the contrary, each Loan Document shall affect any right Party irrevocably agrees that the Administrative Agent, any Issuing Bank or any Lender may otherwise have the Collateral Agent, the Arrangers, and Xxxxxxx retain the right to bring proceedings against any action or proceeding relating to this Agreement or any other Loan Document against the Borrower or any other Loan Party or its properties in the courts of any jurisdictionother jurisdiction in connection with the exercise of any rights under any Loan Document or against any Collateral or the enforcement of any judgment, and hereby submits to the jurisdiction of, and consents to venue in, any such court.

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

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

Jurisdiction; Consent to Service of Process. (a) Each of the parties hereto The Grantor hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive nonexclusive jurisdiction of any New York State court or federal court the Superior Court of the United States Commonwealth of America Massachusetts sitting in New York County, Suffolk County and of the United States District Court of the Southern Court, District of New York Massachusetts, sitting in New York CountyBoston, Massachusetts, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement Deed of Trust or the other Loan Documents, 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, litigation action or proceeding may be heard and determined in such New York State court Superior Court of the Commonwealth of Massachusetts 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, litigation action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or in any other Loan Document Deed of Trust shall affect any right that the Administrative Collateral Agent, any the Issuing Bank or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any the other Loan Document Documents against the Borrower or any other Loan Party Grantor or its properties in the courts of any jurisdiction. Without limiting the foregoing, the Grantor hereby consents to personal jurisdiction in any state or federal court located in the State of Colorado for the purpose of enforcement of the Collateral Agent's liens and Rights and Remedies.

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

Jurisdiction; Consent to Service of Process. (a) Each of the parties hereto The Borrower hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of any New York State state court or federal court of the United States of America sitting in New York County, and the borough of the United States District Court of the Southern District of New York sitting Manhattan in New York CountyCity, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or the other Loan Credit Documents, 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, litigation action or proceeding may be heard and determined in such New York State court state or, to the fullest extent permitted by applicable law, in such federal court; provided that suit for the recognition or enforcement of any judgment obtained in any such 117 New York state or federal court may be brought in any other court of competent jurisdiction. Each of the parties hereto agrees that a final judgment in any such action, litigation action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or in any other Loan Document shall affect any right that the Administrative Agent, any Issuing Bank the Collateral Agent or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any the other Loan Document Credit Documents against the Borrower or any other Loan Party or its properties in the courts of any jurisdiction.

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

Jurisdiction; Consent to Service of Process. (a) Each of To the parties hereto fullest extent permitted under applicable law, each Borrower hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive nonexclusive jurisdiction of any New York State court or federal Federal court of the United States of America sitting in New York CountyYork, and of the United States District Court of the Southern District of New York sitting in New York County, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Amended Agreement or the other Loan Documents, 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, litigation action or proceeding may be heard and determined in such New York State court or, to the fullest extent permitted by applicable under law, in such federal Federal court. Each To the fullest extent permitted under applicable law, each of the parties hereto agrees that a final judgment in any such action, litigation 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 Amended Agreement or in any other Loan Document shall affect any right that the Administrative Agent, any the Issuing Bank or any Lender may otherwise have to bring any action or proceeding relating to this Amended Agreement or any the other Loan Document Documents against the either Borrower or any other Loan Party or its properties in the courts of any jurisdiction.