which may at any time secure
any part of the First Lien Obligations or the Second Lien Obligations (as the
case may be) and to the addition or release of any other Person primarily or
secondarily liable therefor.
Section 8.8 SUBMISSION TO JURISDICTION; WAIVERS. (a) ANY LEGAL ACTION OR
PROCEEDING WITH RESPECT TO THIS AGREEMENT SHALL BE BROUGHT EXCLUSIVELY IN THE
COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY OR OF THE UNITED
STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK, AND, BY EXECUTION AND
DELIVERY OF THIS AGREEMENT, EACH PARTY HEREBY ACCEPTS FOR ITSELF AND (TO THE
EXTENT PERMITTED BY LAW) IN RESPECT OF ITS PROPERTY, GENERALLY AND
UNCONDITIONALLY, THE EXCLUSIVE JURISDICTION OF THE AFORESAID COURTS; PROVIDED
THAT, SUBJECT TO THE OTHER LIMITATIONS SET FORTH HEREIN, NOTHING IN THIS SECTION
8.8 SHALL BE DEEMED OR OPERATE TO PRECLUDE (I) ANY AUTHORIZED COLLATERAL AGENT
OR DEBT REPRESENTATIVE FROM BRINGING SUIT OR TAKING OTHER LEGAL ACTION IN ANY
OTHER JURISDICTION TO REALIZE ON THE COLLATERAL OR ANY OTHER SECURITY FOR THE
OBLIGATIONS UNDER THE APPLICABLE FINANCING DOCUMENTS, OR TO ENFORCE A JUDGMENT
OR OTHER COURT ORDER IN FAVOR OF ANY AUTHORIZED COLLATERAL AGENT OR DEBT
REPRESENTATIVE OR (II) ANY
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PARTY FROM BRINGING ANY LEGAL ACTION OR PROCEEDING IN ANY JURISDICTION FOR THE
RECOGNITION AND ENFORCEMENT OF ANY JUDGMENT. EACH PARTY HEREBY AGREES THAT A
FINAL JUDGMENT IN ANY SUCH LEGAL ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND
MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER
MANNER PROVIDED BY LAW. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY OBJECTION,
INCLUDING, WITHOUT LIMITATION, ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON
THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE
BRINGING OF ANY SUCH ACTION OR PROCEEDING IN SUCH RESPECTIVE JURISDICTIONS. BY
EXECUTING AND DELIVERING THIS AGREEMENT, EACH PARTY, FOR ITSELF, IN CONNECTION
WITH ITS PROPERTIES AND ON BEHALF OF THE RESPECTIVE SECURED PARTIES IT
REPRESENTS, IRREVOCABLY (I) ACCEPTS GENERALLY AND UNCONDITIONALLY THE EXCLUSIVE
JURISDICTION AND VENUE OF THE COURTS DESCRIBED IN THE FIRST SENTENCE OF THIS
SECTION 8.8(); (II) WAIVES ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO
THE VENUE OF ANY SUCH ACTION OR PROCEEDING IN ANY SUCH COURT OR THAT SUCH ACTION
OR PROCEEDING WAS BROUGHT IN AN INCONVENIENT COURT AND AGREES NOT TO PLEAD OR
CLAIM THE SAME; (III) AGREES THAT SERVICE OF ALL PROCESS IN ANY SUCH ACTION OR
PROCEEDING MAY BE MADE BY REGISTERED OR CERTIFIED MAIL (OR ANY SUBSTANTIALLY
SIMILAR FORM OF MAIL), POSTAGE PREPAID, TO THE APPLICABLE PARTY AT ITS ADDRESS
PROVIDED IN ACCORDANCE WITH SECTION 8.9 HEREOF; PROVIDED HOWEVER THAT, EACH
GRANTOR INCORPORATED UNDER THE LAWS OF MEXICO, HEREBY APPOINTS THE COMPANY, AS
AUTHORIZED AGENT FOR SERVICE OF PROCESS IN ANY LEGAL ACTION OR PROCEEDING
ARISING OUT OF OR RELATING TO THIS AGREEMENT, AND AGREES TO GRANT, AS SOON AS
POSSIBLE, BUT IN ANY EVENT WITHIN THE 5 BUSINESS DAYS FOLLOWING