Common use of Forum Selection and Consent to Jurisdiction Clause in Contracts

Forum Selection and Consent to Jurisdiction. The Guarantor 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, against the Administrative Agent, any other Secured Party or any Related Party of the foregoing in any way relating to this Guaranty 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 New York County, and of the United States District Court for the Southern District of New York, and any appellate court from any thereof, 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 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 Guaranty or any other Loan Document or the transactions relating hereto or thereto 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 Applicable Law. Nothing in this Guaranty or in any other Loan Document shall affect any right that the Administrative Agent or any other Secured Party may otherwise have to bring any action or proceeding relating to this Guaranty or any other Loan Document against the Guarantor or its properties in the courts of any jurisdiction. The Guarantor irrevocably and unconditionally waives, to the fullest extent permitted by Applicable Law, any objection that it may now or hereafter have to the laying of venue of any action or proceeding arising out of or relating to this Guaranty or any other Loan Document in any court referred to in this Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by Applicable Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. Each party hereto irrevocably consents to service of process in the manner provided for notices in Section 4.3. Nothing in this Guaranty or in any other Loan Document will affect the right of any party hereto to serve process in any other manner permitted by Applicable Law.

Forum Selection and Consent to Jurisdiction. The Guarantor irrevocably and unconditionally agrees that it will not commence any actionAny ------------------------------------------- litigation based hereon, litigation or proceeding of any kind or descriptionarising out of, whether in law or equity, whether in contract under or in tort connection with, this Agreement or otherwiseany other Loan Document, against or any course of conduct, course of dealing, statement (whether verbal or written) or action of the Administrative Agent, any other Secured Party or any Related Party Lender, the Administrative Agent, the Letter of the foregoing in any way relating to this Guaranty or any other Loan Document Credit Issuer or the transactions relating hereto or thereto, Borrower may be brought and maintained exclusively in any forum other than the courts of the State of New York sitting or the United States District Court for the Southern District of New York; provided, however, that any suit seeking enforcement against any Collateral or other property may be brought, at the Administrative Agent's option, in the courts of any jurisdiction where such Collateral or other property may be found. Each Borrower hereby expressly and irrevocably submits to the jurisdiction of the courts of the State of New York County, and of the United States District Court for the Southern District of New York, York for the purpose of any such litigation and irrevocably agree to be bound by any appellate court from any thereof, and each of the parties hereto judgment rendered thereby in connection with such litigation. Each Borrower further irrevocably and unconditionally submits consents to the jurisdiction service of such courts and agrees that all claims in respect of any actionprocess (i) by registered or certified mail, 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 Guaranty or any other Loan Document or the transactions relating hereto or thereto may be heard and determined in such New York State court orpostage prepaid, to the fullest extent permitted Borrower at its address for notices contained in Section 10.05 hereof, such service to become effective five days after such mailing, or (ii) by Applicable Law, in such federal courtpersonal service within or without the State of New York. Each Nothing herein shall affect the right of the parties hereto agrees that a final judgment in Administrative Agent, any such action, litigation Lender or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or Letter of Credit Issuer to service of process in any other manner provided permitted by Applicable Lawlaw. Nothing in this Guaranty or in any other Loan Document shall affect any right that the Administrative Agent or any other Secured Party may otherwise have to bring any action or proceeding relating to this Guaranty or any other Loan Document against the Guarantor or its properties in the courts of any jurisdiction. The Guarantor Each Borrower hereby expressly and irrevocably and unconditionally waives, to the fullest extent permitted by Applicable Lawlaw, any objection that which it may now or hereafter have to the laying of venue of any action or proceeding arising out of or relating to this Guaranty or any other Loan Document such litigation brought in any such court referred to above and any claim that any such litigation has been brought in this Sectionan inconvenient forum. Each To the extent that any Borrower has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service or notice attachment prior to judgment, attachment in aid of execution or otherwise) with respect to itself or its property, the parties hereto Borrower hereby irrevocably waives, to waives such immunity in respect of its obligations under this Agreement and the fullest extent permitted by Applicable Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. Each party hereto irrevocably consents to service of process in the manner provided for notices in Section 4.3. Nothing in this Guaranty or in any other Loan Document will affect the right of any party hereto to serve process in any other manner permitted by Applicable LawDocuments.

Forum Selection and Consent to Jurisdiction. The Guarantor Parent, the Borrower and each other Loan Party 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, against the Administrative Agent, Agent or any other Secured Lender Party or any Related Party of the foregoing in any way relating to this Guaranty 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 New York County, County and of the United States District Court for of the Southern District of New York, and any appellate court from any thereof, 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 of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, in any way relating to this Guaranty or any other Loan Document or the transactions relating hereto or thereto may be heard and determined in such New York State court or, to the fullest extent permitted by Applicable applicable Law, in such federal court. Each of the parties hereto agrees that a final and non-appealable 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 Applicable Law. Nothing in this Guaranty Agreement or in any other Loan Document shall affect any right that the Administrative Agent or any other Secured Lender Party may otherwise have to bring any action or proceeding relating to this Guaranty Agreement or any other Loan Document against the Guarantor Parent, the Borrower or any other Loan Party or its properties in the courts of any jurisdiction. The Guarantor Parent, the Borrower and each other Loan Party irrevocably and unconditionally waives, to the fullest extent permitted by Applicable applicable Law, any objection that it may now or hereafter have to the laying of venue of any action or proceeding arising out of or relating to this Guaranty Agreement or any other Loan Document in any court referred to in this SectionSection 11.12. Each The Parent, the Borrower and each of the parties hereto other Loan Parties hereby irrevocably waives, to the fullest extent permitted by Applicable applicable Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. Each party hereto The Parent, the Borrower and each other Loan Party hereby irrevocably consents to service of process in the manner provided prescribed for notices in Section 4.311.2 at the New York address for such Loan Parties set forth on Schedule IV hereto. Nothing in this Guaranty Agreement or in any other Loan Document will shall affect the right of any party hereto to this Agreement to serve process in any other manner matter permitted by Applicable Law.

Forum Selection and Consent to Jurisdiction. The Guarantor irrevocably and unconditionally agrees that it will not commence any actionAny litigation based hereon, litigation or proceeding of any kind or descriptionarising out of, whether in law or equity, whether in contract under or in tort or otherwiseconnection with, against the Administrative Agent, any other Secured Party or any Related Party of the foregoing in any way relating to this Guaranty Agreement or any other Loan Document Document, or any course of conduct, course of dealing, statement (whether verbal or written) or action of the Agent, any Lender, the Letter of Credit Issuer, or the transactions relating hereto or thereto, Borrowers may be brought and maintained exclusively in any forum other than the courts of the State of New York sitting located in the borough of Manhattan or the United States District Court for the Southern District of New York; provided, however, that any suit seeking enforcement against any Collateral or other property may be brought, at the Agent's option, in the courts of any jurisdiction where such Collateral or other property may be found. Each of the Borrowers hereby expressly and irrevocably submits to the jurisdiction of the courts of the State of New York County, located in the borough of Manhattan and of the United States District Court for the Southern District of New York, and any appellate court from any thereof, and each of York for the parties hereto irrevocably and unconditionally submits to the jurisdiction of such courts and agrees that all claims in respect purpose of any action, such litigation or proceeding of and irrevocably agrees to be bound by any kind or description, whether judgment rendered thereby in law or equity, whether in contract or in tort or otherwise, in any way relating to this Guaranty or any other Loan Document or the transactions relating hereto or thereto may be heard and determined in connection with such New York State court or, to the fullest extent permitted by Applicable Law, in such federal courtlitigation. Each of the parties hereto agrees that a final judgment Borrowers further irrevocably consents to the service of process (i) by registered or certified mail, postage prepaid, to the Borrowers at its address for notices contained in Section 10.05 hereof, such service to become effective five (5) days after such mailing, or (ii) by personal service within or without the State of New York. Nothing herein shall affect the right of the Agent, any such action, litigation Lender or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or Letter of Credit Issuer to service of process in any other manner provided permitted by Applicable Lawlaw. Nothing in this Guaranty or in any other Loan Document shall affect any right that Each of the Administrative Agent or any other Secured Party may otherwise have to bring any action or proceeding relating to this Guaranty or any other Loan Document against the Guarantor or its properties in the courts of any jurisdiction. The Guarantor Borrowers hereby expressly and irrevocably and unconditionally waives, to the fullest extent permitted by Applicable Lawlaw, any objection that which it may now or hereafter have to the laying of venue of any action or proceeding arising out of or relating to this Guaranty or any other Loan Document such litigation brought in any such court referred to above and any claim that any such litigation has been brought in this Sectionan inconvenient forum. Each To the extent that any Borrower has or hereafter may acquire any immunity from jurisdiction of the parties hereto any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution or otherwise) with respect to itself or its property, such Borrower hereby irrevocably waives, to waives such immunity in respect of its obligations under this Agreement and the fullest extent permitted by Applicable Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. Each party hereto irrevocably consents to service of process in the manner provided for notices in Section 4.3. Nothing in this Guaranty or in any other Loan Document will affect the right of any party hereto to serve process in any other manner permitted by Applicable LawDocuments.

Forum Selection and Consent to Jurisdiction. The Guarantor irrevocably and unconditionally agrees that it will not commence any actionAny litigation based hereon, litigation or proceeding of any kind or descriptionarising out of, whether in law or equity, whether in contract under or in tort or otherwiseconnection with, against the Administrative Agent, any other Secured Party or any Related Party of the foregoing in any way relating to this Guaranty Agreement or any other Loan Document Document, or any course of conduct, course of dealing, statement (whether verbal or written) or action of the Agent, any Lender, the Agent, the Letter of Credit Issuer or the transactions relating hereto Borrower may be brought and maintained exclusively in the courts of the State of Now York or theretothe United States District Court for the Southern District of New York; provided, however, that any suit seeking enforcement against any Collateral or other property may be brought, at the Agent's option, in the courts of any forum jurisdiction where such Collateral or other than property may be found. The Borrower hereby expressly and irrevocably submits to the jurisdiction of the courts of the State of New York sitting in New York County, and of the United States District Court for the Southern District of New York, York for the purpose of any such litigation and irrevocably agrees to be bound by any appellate court from any thereof, and each of the parties hereto judgment rendered thereby in connection with such litigation. The Borrower further irrevocably and unconditionally submits consents to the jurisdiction service of such courts and agrees that all claims in respect of any actionprocess (i) by registered or certified mail, 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 Guaranty or any other Loan Document or the transactions relating hereto or thereto may be heard and determined in such New York State court orpostage prepaid, to the fullest extent permitted Borrower at its address for notices contained in Section 10.05 hereof, such service to become effective five days after such mailing, or (ii) by Applicable Law, in such federal courtpersonal service within or without the State of New York. Each Nothing herein shall affect the right of the parties hereto agrees that a final judgment in Agent, any such action, litigation Lender or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or Letter of Credit Issuer to service of process in any other manner provided permitted by Applicable Law. Nothing in this Guaranty or in any other Loan Document shall affect any right that the Administrative Agent or any other Secured Party may otherwise have to bring any action or proceeding relating to this Guaranty or any other Loan Document against the Guarantor or its properties in the courts of any jurisdictionlaw. The Guarantor Borrower hereby expressly and irrevocably and unconditionally waives, to the fullest extent permitted by Applicable Lawlaw, any objection that which it may now or hereafter have to the laying of venue of any action or proceeding arising out of or relating to this Guaranty or any other Loan Document such litigation brought in any such court referred to above and any claim that any such litigation has been brought to an inconvenient forum. To the extent that the Borrower has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in this Section. Each aid of execution or otherwise) with respect to itself or its property, the parties hereto Borrower hereby irrevocably waives, to waives such immunity in respect of its obligations under this Agreement and the fullest extent permitted by Applicable Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. Each party hereto irrevocably consents to service of process in the manner provided for notices in Section 4.3. Nothing in this Guaranty or in any other Loan Document will affect the right of any party hereto to serve process in any other manner permitted by Applicable LawDocuments. ARTICLE XI THE AGENT ----------

Forum Selection and Consent to Jurisdiction. The Guarantor (a) Without limiting any Party’s right to appeal any Order of the Bankruptcy Court, (i) the Bankruptcy Court shall retain exclusive jurisdiction to interpret and enforce the terms of this Agreement and to decide any claims or disputes which may arise or result from, or be connected with, this Agreement, any breach or default hereunder or thereunder, or the Transactions, and (ii) any and all Proceedings related to the foregoing shall be filed and maintained only in the Bankruptcy Court, and the Parties hereby consent to and submit to the jurisdiction and venue of the Bankruptcy Court and shall receive notices at such locations as indicated in Section 14.01; provided, however, that if the Bankruptcy Cases have closed or the Bankruptcy Court does not have jurisdiction, the Parties agree to irrevocably submit to the exclusive jurisdiction of the Court of Chancery located in the State of Delaware or, solely if such Court of Chancery declines jurisdiction, in any federal court located in the State of Delaware, or solely if such federal court declines jurisdiction, in any state court located in the State of Delaware (the “Designated Courts”), and the Parties irrevocably and unconditionally submit to accept the exclusive jurisdiction of the Designated Courts for the purpose of any Proceeding. Each Party agrees that it will not commence any action, litigation or proceeding service of any kind process, summons, notice or description, whether document by U.S. registered mail addressed to such Party in law or equity, whether accordance with Section 14.01 shall be effective service of process for any Proceeding brought against such Party in contract or any such court. The Buyer hereby designates the individual listed in tort or otherwise, against the Administrative Agent, any other Secured Party or any Related Party Section 14.01(a) to whom notice may be given on behalf of the foregoing Buyer as its true and lawful agent upon whom may be served any lawful process in any way relating Proceeding instituted by or on behalf of the Seller Parties. The Seller Parties hereby designate the individual listed in Section 14.01(b) to this Guaranty or whom notice may be given on behalf of the Seller Parties as its true and lawful agent upon whom may be served any other Loan Document or the transactions relating hereto or thereto, lawful process in any forum other than the courts Proceeding instituted by or on behalf of the State of New York sitting in New York County, and of the United States District Court for the Southern District of New York, and any appellate court from any thereof, and each of the parties hereto irrevocably and unconditionally submits to the jurisdiction of such courts and Buyer. Each Party further agrees that all claims in respect of any action, litigation or proceeding the provisions of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, in any way Section 14.18 relating to this Guaranty or waiver of jury trial shall apply to any other Loan Document or the transactions relating hereto or thereto may be heard and determined in such New York State court or, Proceeding referred 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 Applicable Law. Nothing in this Guaranty or in any other Loan Document shall affect any right that the Administrative Agent or any other Secured Section 14.10(a). (b) In addition, each Party may otherwise have to bring any action or proceeding relating to this Guaranty or any other Loan Document against the Guarantor or its properties in the courts of any jurisdiction. The Guarantor hereby irrevocably and unconditionally waives, to the fullest extent permitted by Applicable Law, any objection that which it may now or hereafter have to the laying of venue of any action or proceeding Proceeding arising out of or relating to this Guaranty Agreement or any other Loan Document Related Agreement in any court referred to in this Section. Each Designated Court or any Order entered by any of the parties hereto Designated Courts and hereby further irrevocably waives, to waives any claim that any Proceedings brought in the fullest extent permitted by Applicable Law, the defense of Designated Courts has been brought in an inconvenient forum to the maintenance of such action or proceeding in any such court. Each party hereto irrevocably consents to service of process in the manner provided for notices in Section 4.3. Nothing in this Guaranty or in any other Loan Document will affect the right of any party hereto to serve process in any other manner permitted by Applicable Lawforum.

Forum Selection and Consent to Jurisdiction. The Guarantor irrevocably and unconditionally agrees that it will not commence any actionAny litigation based hereon, litigation or proceeding of any kind or descriptionarising out of, whether in law or equity, whether in contract under or in tort or otherwiseconnection with, against the Administrative Agent, any other Secured Party or any Related Party of the foregoing in any way relating to this Guaranty Agreement or any other Loan Document Document, or any course of conduct, course of dealing, statement (whether verbal or written) or action of the transactions relating hereto Lenders or thereto, any Borrower or Guarantor may be brought and maintained exclusively in any forum other than the courts of the State of New York sitting situated in New York CountyCounty or the United States District Court for the Southern District of New York; provided, however, that any suit seeking enforcement against any Collateral or other property may be brought, at the Lenders' option, in the courts of any jurisdiction where such Collateral or other property may be found. The Borrowers and the Guarantors hereby expressly and irrevocably submit to the jurisdiction of the courts of the State of New York and of the United States District Court for the Southern District of New York for the purpose of any such litigation and irrevocably agree to be bound by any judgment rendered thereby in connection with such litigation. The Borrowers and the Guarantors further irrevocably consent to the service of process (i) by registered or certified mail, postage prepaid, to the Borrowers and the Guarantors at their addresses set forth on the signature pages hereto, such service to become effective two days after such mailing, or (ii) by personal service within or without the State of New York, and any appellate court from any thereof, and each . Nothing herein shall affect the right of the parties hereto irrevocably and unconditionally submits Lenders to the jurisdiction service of such courts and agrees that all claims in respect of any action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, process in any way relating to this Guaranty or any other Loan Document or manner permitted by law. The Borrowers and the transactions relating hereto or thereto may be heard Guarantors hereby expressly and determined in such New York State court orirrevocably waive, 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 Applicable Law. Nothing in this Guaranty or in any other Loan Document shall affect any right that the Administrative Agent or any other Secured Party may otherwise have to bring any action or proceeding relating to this Guaranty or any other Loan Document against the Guarantor or its properties in the courts of any jurisdiction. The Guarantor irrevocably and unconditionally waives, to the fullest extent permitted by Applicable Lawlaw, any objection that it which they may now or hereafter have to the laying of venue of any action or proceeding arising out of or relating to this Guaranty or any other Loan Document such litigation brought in any such court referred to above and any claim that any such litigation has been brought in this Sectionan inconvenient forum. Each To the extent that the Borrowers and the Guarantors have or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution or otherwise) with respect to themselves or their property, the parties hereto Borrowers and the Guarantors hereby irrevocably waives, to waive such immunity in respect of their obligations under this Agreement and the fullest extent permitted by Applicable Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. Each party hereto irrevocably consents to service of process in the manner provided for notices in Section 4.3. Nothing in this Guaranty or in any other Loan Document will affect the right of any party hereto to serve process in any other manner permitted by Applicable LawDocuments.

Forum Selection and Consent to Jurisdiction. The Guarantor irrevocably and unconditionally agrees that it will not commence Any litigation based hereon, or arising out of, under, or in connection with, this Subordination Agreement, or any actioncourse of conduct, litigation course of dealing, statements (whether oral or proceeding written) or actions of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, against the Administrative Agentlender, any other Secured Party Subordinated Debtor or any Related Party of the foregoing Subordinated Creditor may be brought and maintained in any way relating to this Guaranty federal 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 sitting in New York CountyThe Commonwealth of Massachusetts; PROVIDED, and of the United States District Court for the Southern District of New YorkHOWEVER, and that any appellate court from suit seeking enforcement against any thereof, 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 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 Guaranty or any other Loan Document or the transactions relating hereto or thereto property may be heard and determined in such New York State court orbrought, to at the fullest extent permitted by Applicable LawAgent's option, 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 Applicable Law. Nothing in this Guaranty or in any other Loan Document shall affect any right that the Administrative Agent or any other Secured Party may otherwise have to bring any action or proceeding relating to this Guaranty or any other Loan Document against the Guarantor or its properties in the courts of any jurisdictionjurisdiction where such property may be found. The Guarantor Each Subordinated Debtor and each Subordinated Creditor hereby expressly and irrevocably and unconditionally waives, submits to the fullest extent permitted non-exclusive jurisdiction of all federal and state courts of The Commonwealth of Massachusetts for the purpose of any such litigation as set forth above and irrevocably agrees to be bound by Applicable Lawany judgment rendered thereby in connection with such litigation. Each Subordinated Debtor and Subordinated Creditor which is a Subsidiary hereby irrevocably appoints the Borrower (in such capacity, the "PROCESS AGENT"), with an office on the date hereof at 000 Xxxxxx Xxxx Xxxx Xxxx, Xxxxxxxx, Xxxxxxxxxxxxx 00000-0000, Xxxxxx Xxxxxx of America, as its agent to receive, on such Subordinated Debtor's and Subordinated Creditor's behalf and on behalf of such Subordinated Debtor's and Subordinated Creditor's property, service of copies of the summons and complaint and any objection that it other process which may now be served in any such action or hereafter have proceeding. Such service may be made by mailing or delivering a copy of such process to such Subordinated Debtor and Subordinated Creditor in care of the process agent at the process agent's above address, and each such Subordinated Debtor and Subordinated Creditor irrevocably authorizes and directs the process agent to accept such service on its behalf. Each Subordinated Debtor and each Subordinated Creditor further irrevocably consents to the laying service of venue process by registered mail, postage prepaid, or by personal service within or without The Commonwealth of any action or proceeding arising out of or relating to this Guaranty or any other Loan Document in any court referred to in this SectionMassachusetts. Each of the parties hereto Subordinated Debtor and each Subordinated Creditor hereby expressly and irrevocably waives, to the fullest extent permitted by Applicable Lawlaw, the defense of an inconvenient forum any objection which it may have or hereafter may have to the maintenance laying of venue of any such action or proceeding litigation brought in any such courtcourt referred to above and any claim that any such litigation has been brought in an inconvenient forum. Each party hereto To the extent that any Subordinated Debtor or any Subordinated Creditor has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution or otherwise) with respect to itself or its property, it hereby irrevocably consents to service waives such immunity in respect of process in its obligations under this Subordination Agreement and the manner provided for notices in Section 4.3. Nothing in this Guaranty or in any other Loan Document will affect the right of any party hereto to serve process in any other manner permitted by Applicable LawDocuments.

Forum Selection and Consent to Jurisdiction. The Guarantor irrevocably and unconditionally agrees that it will not commence any actionAny litigation based hereon, litigation or proceeding of any kind or descriptionarising out of, whether in law or equity, whether in contract under or in tort connection with, this Agreement or otherwiseany other Credit Document, against or any course of conduct, course of dealing, statement (whether verbal or written) or action of the Administrative Agent, any other Secured Party or any Related Party of the foregoing in any way relating to this Guaranty or any other Loan Document Lender or the transactions relating hereto or thereto, Companies may be brought and maintained exclusively in any forum other than the courts of the State of New York sitting or the United States District Court for the Southern District of New York; provided, however, that any suit seeking enforcement against any Collateral or other property may be brought, at the Administrative Agent's option, in the courts of any jurisdiction where such Collateral or other property may be found. The Companies hereby expressly and irrevocably submits to the jurisdiction of the courts of the State of New York County, and of the United States District Court for the Southern District of New York, York for the purpose of any such litigation and irrevocably agrees to be bound by any appellate court from any thereof, and each of the parties hereto judgment rendered thereby in connection with such litigation. The Companies further irrevocably and unconditionally submits consents to the jurisdiction service of such courts and agrees that all claims in respect of any actionprocess (i) by registered or certified mail, 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 Guaranty or any other Loan Document or the transactions relating hereto or thereto may be heard and determined in such New York State court orpostage prepaid, to the fullest extent permitted Administrative Company at its address for notices contained in Section 10.05 hereof, such service to become effective five days after such mailing, or (ii) by Applicable Law, in such federal court. Each personal service within or without the State 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 Applicable LawNew York. Nothing in this Guaranty or in any other Loan Document herein shall affect any the right that of the Administrative Agent or any other Secured Party may otherwise have Lender to bring any action or proceeding relating to this Guaranty or service of process in any other Loan Document against the Guarantor or its properties in the courts of any jurisdictionmanner permitted by law. The Guarantor Companies hereby expressly and irrevocably and unconditionally waives, to the fullest extent permitted by Applicable Lawlaw, any objection that which it may now or hereafter have to the laying of venue of any action or proceeding arising out of or relating to this Guaranty or any other Loan Document such litigation brought in any such court referred to above and any claim that any such litigation has been brought in this Sectionan inconvenient forum. Each To the extent that the Companies have or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution or otherwise) with respect to itself or its property, the parties hereto Companies hereby irrevocably waives, to waives such immunity in respect of its obligations under this Agreement and the fullest extent permitted by Applicable Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. Each party hereto irrevocably consents to service of process in the manner provided for notices in Section 4.3. Nothing in this Guaranty or in any other Loan Document will affect the right of any party hereto to serve process in any other manner permitted by Applicable LawCredit Documents.

Forum Selection and Consent to Jurisdiction. The Guarantor irrevocably and unconditionally agrees that it will not commence any actionAny litigation based hereon, litigation or proceeding of any kind or descriptionarising out of, whether in law or equityunder, whether in contract or in tort or otherwise, against the Administrative Agent, any other Secured Party or any Related Party of the foregoing in any way relating to connection with this Guaranty agreement or any other Loan Document or the transactions relating hereto or theretoloan document, shall be brought and maintained exclusively in any forum other than the courts of the State of New York sitting Illinois or in New York Countythe United States District Court for the Northern District of Illinois; provided, that nothing in this Agreement shall be deemed or operate to preclude Lender from bringing suit or taking other legal action in any other jurisdiction. Borrower hereby expressly and irrevocably submits to the jurisdiction of the courts of the State of Illinois and of the United States District Court for the Southern Northern District of New York, and Illinois for the purpose of any appellate court from any thereof, and each of the parties hereto such litigation as set forth above. Borrower further irrevocably and unconditionally submits consents to the jurisdiction service of such courts process by registered mail, postage prepaid, or by personal service within or without the State of Illinois. Borrower hereby irrevocably appoints and agrees that all claims in respect designates Xxxxxxx Xxxxxxxxxx, the President of any actionBorrower, litigation or proceeding of any kind or descriptionwhose business address is 000 X. XxXxxxx Street, whether in law or equity3rd Floor, whether in contract or in tort or otherwiseChicago, in any way relating to this Guaranty IL 60601, or any other Loan Document or the transactions relating hereto or thereto may be heard person having and determined maintaining a place of business in such New York State court orState, whom Borrower may from time to the fullest extent permitted by Applicable Law, in such federal courttime hereafter designate (having given five days’ written notice thereof to Lender) as Borrower’s true and lawful attorney and duly authorized agent for acceptance of service of legal process. Each of the parties hereto Borrower agrees that a final judgment in any service of such action, litigation or proceeding process upon such person shall be conclusive constitute personal service of such process upon Borrower. Borrower hereby expressly and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Applicable Law. Nothing in this Guaranty or in any other Loan Document shall affect any right that the Administrative Agent or any other Secured Party may otherwise have to bring any action or proceeding relating to this Guaranty or any other Loan Document against the Guarantor or its properties in the courts of any jurisdiction. The Guarantor irrevocably and unconditionally waives, to the fullest extent permitted by Applicable Lawlaw, any objection that which it may now or hereafter have to the laying of venue of any action or proceeding arising out of or relating to this Guaranty or any other Loan Document such litigation brought in any such court referred to above and any claim that any such litigation has been brought in this Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by Applicable Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. Each party hereto irrevocably consents to service of process in the manner provided for notices in Section 4.3. Nothing in this Guaranty or in any other Loan Document will affect the right of any party hereto to serve process in any other manner permitted by Applicable Lawforum.

Forum Selection and Consent to Jurisdiction. The Guarantor irrevocably and unconditionally agrees that it will not commence any actionAny litigation based hereon, litigation or proceeding of any kind or descriptionarising out of, whether in law or equity, whether in contract under or in tort or otherwiseconnection with, against the Administrative Agent, any other Secured Party or any Related Party of the foregoing in any way relating to this Guaranty Agreement or any other Loan Document Document, or any course of conduct, course of dealing, statement (whether verbal or written) or action of the Agent, any Lender, the Letter of Credit Issuer or the transactions relating hereto or thereto, Borrower may be brought and maintained exclusively in any forum other than the courts of the State of New York sitting Illinois or the United States District Court for the Southern District of Illinois; provided, however, that any suit seeking enforcement against any Collateral or other property may be brought, at the Agent's option, in New York County, the courts of any jurisdiction where such Collateral or other property may be found. The Borrower hereby expressly and irrevocably submits to the jurisdiction of the courts of the State of Illinois and of the United States District Court for the Southern District of New York, Illinois for the purpose of any such litigation and irrevocably agrees to be bound by any appellate court from any thereof, and each of the parties hereto judgment rendered thereby in connection with such litigation. The Borrower further irrevocably and unconditionally submits consents to the jurisdiction service of such courts and agrees that all claims in respect of any actionprocess (i) by registered or certified mail, 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 Guaranty or any other Loan Document or the transactions relating hereto or thereto may be heard and determined in such New York State court orpostage prepaid, to the fullest extent permitted Borrower at its address for notices contained in Section 10.05 hereof, such service to become effective five days after such mailing, or (ii) by Applicable Law, in such federal courtpersonal service within or without the State of Illinois. Each Nothing herein shall affect the right of the parties hereto agrees that a final judgment in Agent, any such action, litigation Lender or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or Letter of Credit Issuer to service of process in any other manner provided permitted by Applicable Law. Nothing in this Guaranty or in any other Loan Document shall affect any right that the Administrative Agent or any other Secured Party may otherwise have to bring any action or proceeding relating to this Guaranty or any other Loan Document against the Guarantor or its properties in the courts of any jurisdictionlaw. The Guarantor Borrower hereby expressly and irrevocably and unconditionally waives, to the fullest extent permitted by Applicable Lawlaw, any objection that which it may now or hereafter have to the laying of venue of any action or proceeding arising out of or relating to this Guaranty or any other Loan Document such litigation brought in any such court referred to above and any claim that any such litigation has been brought in this Sectionan inconvenient forum. Each To the extent that the Borrower has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution or otherwise) with respect to itself or its property, the parties hereto Borrower hereby irrevocably waives, to waives such immunity in respect of its obligations under this Agreement and the fullest extent permitted by Applicable Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. Each party hereto irrevocably consents to service of process in the manner provided for notices in Section 4.3. Nothing in this Guaranty or in any other Loan Document will affect the right of any party hereto to serve process in any other manner permitted by Applicable LawDocuments.

Forum Selection and Consent to Jurisdiction. The Guarantor irrevocably and unconditionally agrees that it will not commence any actionAny litigation based hereon, litigation or proceeding of any kind or descriptionarising out of, whether in law or equity, whether in contract under or in tort or otherwiseconnection with, against the Administrative Agent, any other Secured Party or any Related Party of the foregoing in any way relating to this Guaranty Agreement or any other Loan Document Document, or any course of conduct, course of dealing, statement (whether verbal or written) or action of the Agent, any Lender, the Letter of Credit Issuer or the transactions relating hereto or thereto, Borrower may be brought and maintained exclusively in any forum other than the courts of the State of New York sitting or the United States District Court for the Southern District of New York; PROVIDED, HOWEVER, that any suit seeking enforcement against any Collateral or other property may be brought, at the Agent's option, in the courts of any jurisdiction where such Collateral or other property may be found. The Borrower hereby expressly and irrevocably submits to the jurisdiction of the courts of the State of New York County, and of the United States District Court for the Southern District of New York, and York for the purpose of any appellate court from any thereof, and each of the parties hereto such litigation. The Borrower further irrevocably and unconditionally submits consents to the jurisdiction service of such courts and agrees that all claims in respect of any actionprocess (i) by registered or certified mail, 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 Guaranty or any other Loan Document or the transactions relating hereto or thereto may be heard and determined in such New York State court orpostage prepaid, to the fullest extent permitted Borrower at its address for notices contained in Section 10.05 hereof, such service to become effective ten (10) days after such mailing, or (ii) by Applicable Law, in such federal courtpersonal service within or without the State of New York. Each Nothing herein shall affect the right of the parties hereto agrees that a final judgment in Agent, any such action, litigation Lender or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or Letter of Credit Issuer to service of process in any other manner provided permitted by Applicable Law. Nothing in this Guaranty or in any other Loan Document shall affect any right that the Administrative Agent or any other Secured Party may otherwise have to bring any action or proceeding relating to this Guaranty or any other Loan Document against the Guarantor or its properties in the courts of any jurisdictionlaw. The Guarantor Borrower hereby expressly and irrevocably and unconditionally waives, to the fullest extent permitted by Applicable Lawlaw, any objection that which it may now or hereafter have to the laying of venue of any action or proceeding arising out of or relating to this Guaranty or any other Loan Document such litigation brought in any such court referred to above and any claim that any such litigation has been brought in this Sectionan inconvenient forum. Each To the extent that the Borrower has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service or notice attachment prior to judgment, attachment in aid of execution or otherwise) with respect to itself or its property, the parties hereto Borrower hereby irrevocably waives, to waives such immunity in respect of its obligations under this Agreement and the fullest extent permitted by Applicable Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. Each party hereto irrevocably consents to service of process in the manner provided for notices in Section 4.3. Nothing in this Guaranty or in any other Loan Document will affect the right of any party hereto to serve process in any other manner permitted by Applicable LawDocuments.

Forum Selection and Consent to Jurisdiction. The Guarantor Parent, the Borrower and each other Loan Party 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, against the Administrative Agent, Agent or any other Secured Lender Party or any Related Party of the foregoing in any way relating to this Guaranty 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 New York County, County and of the United States District Court for of the Southern District of New York, and any appellate court from any thereof, 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 of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, in any way relating to this Guaranty or any other Loan Document or the transactions relating hereto or thereto may be heard and determined in such New York State court or, to the fullest extent permitted by Applicable applicable Law, in such federal court. Each of the parties hereto agrees that a final and non-appealable 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 Applicable Law. Nothing in this Guaranty Agreement or in any other Loan Document shall affect any right that the Administrative Agent or any other Secured Lender Party may otherwise have to bring any action or proceeding relating to this Guaranty Agreement or any other Loan Document against the Guarantor Parent, the Borrower or any other Loan Party or its properties in the courts of any jurisdiction. The Guarantor Parent, the Borrower and each other Loan Party irrevocably and unconditionally waives, to the fullest extent permitted by Applicable applicable Law, any objection that it may now or hereafter have to the laying of venue of any action or proceeding arising out of or relating to this Guaranty Agreement or any other Loan Document in any court referred to in this SectionSection 11.12. Each The Parent, the Borrower and each of the parties hereto other Loan Parties hereby irrevocably waives, to the fullest extent permitted by Applicable applicable Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. Each party hereto The Parent, the Borrower and each other Loan Party hereby irrevocably consents to service of process in the manner provided prescribed for notices in Section 4.311.2 at the New York address for such Loan Parties set forth on Schedule III hereto. Nothing in this Guaranty Agreement or in any other Loan Document will shall affect the right of any party hereto to this Agreement to serve process in any other manner matter permitted by Applicable Law.

Forum Selection and Consent to Jurisdiction. The Guarantor irrevocably and unconditionally agrees that it will not commence any actionAny litigation based hereon, litigation or proceeding of any kind or descriptionarising out of, whether in law or equityunder, whether in contract or in tort or otherwiseconnection with, against the Administrative Agent, any other Secured Party or any Related Party of the foregoing in any way relating to this Guaranty Agreement or any other Loan Document Credit Document, or any course of conduct, course of dealing, statements (whether oral or written) or actions of the Agent, the Lenders, the Borrowers or the transactions relating Restricted Parties party hereto or theretoin respect hereof shall be brought and maintained, at the discretion of the Agent on the instruction of the Majority Lenders, in any forum other than the courts of the Province of Ontario, the State of New York sitting in New York, New York County, and of or the United States District Court for the Southern District of U.S. Federal Courts sitting in New York, and New York; provided however, that any appellate court from suit seeking enforcement against any thereof, 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 action, litigation collateral 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 Guaranty or any other Loan Document or the transactions relating hereto or thereto property may be heard and determined in such New York State court orbrought, to at the fullest extent permitted by Applicable LawAgent's option, 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 Applicable Law. Nothing in this Guaranty or in any other Loan Document shall affect any right that the Administrative Agent or any other Secured Party may otherwise have to bring any action or proceeding relating to this Guaranty or any other Loan Document against the Guarantor or its properties in the courts of any jurisdictionjurisdiction where such collateral or other property may be found. The Guarantor Each Borrower and Restricted Party party hereto hereby expressly and irrevocably and unconditionally waives, submits to the fullest extent permitted by Applicable Lawnon-exclusive jurisdiction of the courts of the Province of Ontario, any objection that it may now or hereafter have to the laying State of venue New York sitting in New York, New York and the U.S. Federal Courts sitting in New York, New York, for the purpose of any action or proceeding arising out of or relating such litigation as set forth above and irrevocably agrees to this Guaranty or be bound by any other Loan Document judgment rendered thereby in any court referred to in this Sectionconnection with such litigation. Each of the parties Borrowers and the Restricted Parties party hereto hereby irrevocably appoints CT Corporation System the "Process Agent"), with an office on the date hereof at 111 Eighth Avenue, New York, NY, 10011 as its agent to receive, xx xxxx Xxxxxxxx'x xxx Xxxxxxxxxx Xxxty's behalf and on behalf of such Borrower's and Restricted Party's property located in the United States of America, service of copies of the summons and complaint and any other process which may be served in any such action or proceeding in the State of New York. Such service may be made by mailing or delivering a copy of such process to a Borrower or Restricted Party in care of the Process Agent at the Process Agent's above address, and each Borrower and Restricted Party hereby irrevocably authorizes and directs the Process Agent to accept such service on its behalf. Each Borrower and Restricted Party hereby irrevocably appoints Fogler, Rubinoff LLP with its office at Suite 4400, P.O. Box 95, Royal Xxxxx Xxwer, Toronto Dominion Cexxxx, Xxxxxxx, Xxxxxxx X0X 0X0, xx xxx xxxxx xx xxxexxx, xx xxxx Xxxxxxxx'x xx Xxxxxxxxxx Xxxty's behalf and on behalf of such Borrower's and Restricted Party's property located in Ontario, service of copies of the summons and complaint and any other process which may be served in any such action or proceeding in the Province of Ontario. Such service may be made by mailing or delivering a copy of such process to a Borrower or Restricted Party in care of Fogler, Rubinoff LLP at Fogler, Rubinoff LLP above address, and each Boxxxxxx xnd Restricted Paxxx xxxxby irrevocably authorizes and directs the Fogler, Rubinoff LLP to accept such service on its behalf. As an alternxxxxx xxthod of service, each Borrower and Restricted Party further irrevocably consents to the service of process by registered mail, postage prepaid, or by personal service within either Canada or the United States of America. Each Borrower and Restricted Party hereby expressly and irrevocably waives, to the fullest extent permitted by Applicable Lawlaw, the defense of an inconvenient forum any objection which it may have or hereafter may have to the maintenance laying of venue of any such action or proceeding litigation brought in any such courtcourt referred to above and any claim that any such litigation has been brought in an inconvenient forum. Each party hereto irrevocably consents to service of process in To the manner provided for notices in Section 4.3. Nothing in this Guaranty extent that a Borrower or in Restricted Party has or hereafter may acquire any other Loan Document will affect the right immunity from jurisdiction of any party hereto court of from any legal process (whether through service or notice, attachment prior to serve judgment, attachment in aid of execution or otherwise) with respect to itself or its property, such Borrower or Restricted Party hereby irrevocably waives such immunity in respect of its obligations under this Agreement and the other Credit Documents. In addition, the Borrowers shall cause a process agent to be appointed for each Foreign Opco in any other manner permitted by Applicable Lawall relevant jurisdiction upon request of the Agent to do so.

Forum Selection and Consent to Jurisdiction. The Guarantor irrevocably and unconditionally agrees that it will not commence any action, Any litigation in connection with 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 other Secured Party or any Related Party of the foregoing in any way relating related to this Guaranty Pledge Agreement or any other Loan Document Document, or the transactions relating hereto any course of conduct, course of dealing, statements (whether verbal or theretowritten), actions or inactions of Lender, any Pledgor or Pledged Share Issuer will be brought and maintained exclusively in any forum other than the courts of the State of New York sitting or in the United States District Court for the Southern District of New York; provided, however, that any suit seeking enforcement against any Pledgor or any Collateral or other property may also be brought (at Lender’s or such Lender’s option) in the courts of any jurisdiction where such Collateral or other property may be found or where Lender or such Lender may otherwise obtain personal jurisdiction over such Pledgor. Each Pledgor and Pledged Share Issuer each hereby expressly and irrevocably submits to the jurisdiction of the courts of the State of New York County, and of the United States District Court for the Southern District of New York, York for the purpose of any such litigation as set forth above and irrevocably agrees to be bound by any appellate court from any thereof, final and non-appealable judgment rendered thereby in connection with such litigation. Pledgor and each of the parties hereto Pledged Share Issuer further irrevocably and unconditionally submits consents to the jurisdiction service of such courts process by registered or certified mail, postage prepaid, or by personal service within or outside the State of New York. Pledgor and agrees that all claims in respect of 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 Guaranty or any other Loan Document or the transactions relating hereto or thereto may be heard each Pledged Share Issuer hereby expressly 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 Applicable Law. Nothing in this Guaranty or in any other Loan Document shall affect any right that the Administrative Agent or any other Secured Party may otherwise have to bring any action or proceeding relating to this Guaranty or any other Loan Document against the Guarantor or its properties in the courts of any jurisdiction. The Guarantor irrevocably and unconditionally waives, to the fullest extent permitted by Applicable Law, any objection that it may now or hereafter have to the laying of venue of any action or proceeding arising out of or relating to this Guaranty or any other Loan Document in any court referred to in this Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by Applicable Lawlaw, the defense of an inconvenient forum any objection which he, she or it may have or hereafter may have to the maintenance laying of venue of any such action or proceeding litigation brought in any such courtcourt referred to above and any claim that any such litigation has been brought in an inconvenient forum. Each party hereto To the extent that Pledgor or any Pledged Share Issuer has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution or otherwise) with respect to himself, herself or itself or his, her or its property, then Pledgor and each Pledged Share Issuer hereby irrevocably consents to service waives such immunity in respect of process in his, her or its obligations under this Pledge Agreement and the manner provided for notices in Section 4.3. Nothing in this Guaranty or in any other Loan Document will affect the right of any party hereto to serve process in any other manner permitted by Applicable LawDocuments.

Forum Selection and Consent to Jurisdiction. The Guarantor irrevocably and unconditionally agrees that it will not commence any actionAny litigation based hereon, litigation or proceeding of any kind or descriptionarising out of, whether in law or equity, whether in contract under or in tort or otherwiseconnection with, against the Administrative Agent, any other Secured Party or any Related Party of the foregoing in any way relating to this Guaranty Agreement or any other Loan Document Document, or any course of conduct, course of dealing, statement (whether verbal or written) or action of the Lender or the transactions relating hereto or thereto, Borrowers may be brought and maintained exclusively in any forum other than the courts of the State of New York sitting located in the borough of Manhattan or the United States District Court for the Southern District of New York; provided, however, that any suit seeking enforcement against any Collateral or other property may be brought, at the Lender's option, in the courts of any jurisdiction where such Collateral or other property may be found. Each of the Borrowers hereby expressly and irrevocably submits to the jurisdiction of the courts of the State of New York County, located in the borough of Manhattan and of the United States District Court for the Southern District of New York, and any appellate court from any thereof, and each of York for the parties hereto irrevocably and unconditionally submits to the jurisdiction of such courts and agrees that all claims in respect purpose of any action, such litigation or proceeding of and irrevocably agrees to be bound by any kind or description, whether judgment rendered thereby in law or equity, whether in contract or in tort or otherwise, in any way relating to this Guaranty or any other Loan Document or the transactions relating hereto or thereto may be heard and determined in connection with such New York State court or, to the fullest extent permitted by Applicable Law, in such federal courtlitigation. Each of the parties hereto agrees that a final judgment Borrowers further irrevocably consents to the service of process (i) by registered or certified mail, postage prepaid, to the Borrowers at its address for notices contained in any Section 10.05 hereof, such actionservice to become effective five (5) days after such mailing, litigation or proceeding (ii) by personal service within or without the State of New York. Nothing herein shall be conclusive and may be enforced in other jurisdictions by suit on affect the judgment or right of the Lender to service of process in any other manner provided permitted by Applicable Lawlaw. Nothing in this Guaranty or in any other Loan Document shall affect any right that Each of the Administrative Agent or any other Secured Party may otherwise have to bring any action or proceeding relating to this Guaranty or any other Loan Document against the Guarantor or its properties in the courts of any jurisdiction. The Guarantor Borrowers hereby expressly and irrevocably and unconditionally waives, to the fullest extent permitted by Applicable Lawlaw, any objection that which it may now or hereafter have to the laying of venue of any action or proceeding arising out of or relating to this Guaranty or any other Loan Document such litigation brought in any such court referred to above and any claim that any such litigation has been brought in this Sectionan inconvenient forum. Each To the extent that any Borrower has or hereafter may acquire any immunity from jurisdiction of the parties hereto any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution or otherwise) with respect to itself or its property, such Borrower hereby irrevocably waives, to waives such immunity in respect of its obligations under this Agreement and the fullest extent permitted by Applicable Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. Each party hereto irrevocably consents to service of process in the manner provided for notices in Section 4.3. Nothing in this Guaranty or in any other Loan Document will affect the right of any party hereto to serve process in any other manner permitted by Applicable LawDocuments.

Forum Selection and Consent to Jurisdiction. The Guarantor irrevocably and unconditionally agrees that it will not commence any actionAny litigation based hereon, litigation or proceeding of any kind or descriptionarising out of, whether in law or equity, whether in contract under or in tort or otherwiseconnection with, against the Administrative Agent, any other Secured Party or any Related Party of the foregoing in any way relating to this Guaranty Agreement or any other Loan Document Document, or any course of conduct, course of dealing, statement (whether verbal or written) or action of the Agent, any Lender, the Agent, the Letter of Credit Issuer or the transactions relating hereto or thereto, Borrowers may be brought and maintained exclusively in any forum other than the courts of the State of New York sitting or the United States District Court for the Southern District of New York; provided, however, that any suit seeking enforcement against any Collateral or other property may be brought, at the Agent's option, in the courts of any jurisdiction where such Collateral or other property may be found. The Borrowers hereby expressly and irrevocably submit to the jurisdiction of the courts of the State of New York County, and of the United States District Court for the Southern District of New York for the purpose of any such litigation and irrevocably agree to be bound by any judgment rendered thereby in connection with such litigation. The Borrowers further irrevocably consent to the service of process (i) by registered or certified mail, postage prepaid, to the Administrative Borrower at its address for notices contained in Section 10.05 hereof, such service to become effective five days after such mailing, or (ii) by personal service within or without the State of New York, and any appellate court from any thereof, and each . Nothing herein shall affect the right of the parties hereto irrevocably and unconditionally submits Agent, any Lender or the Letter of Credit Issuer to the jurisdiction service of such courts and agrees that all claims in respect of any action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, process in any way relating to this Guaranty or any other Loan Document or the transactions relating hereto or thereto may be heard manner permitted by law. The Borrowers hereby expressly and determined in such New York State court orirrevocably waive, 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 Applicable Law. Nothing in this Guaranty or in any other Loan Document shall affect any right that the Administrative Agent or any other Secured Party may otherwise have to bring any action or proceeding relating to this Guaranty or any other Loan Document against the Guarantor or its properties in the courts of any jurisdiction. The Guarantor irrevocably and unconditionally waives, to the fullest extent permitted by Applicable Lawlaw, any objection that which it may now or hereafter have to the laying of venue of any action or proceeding arising out of or relating to this Guaranty or any other Loan Document such litigation brought in any such court referred to above and any claim that any such litigation has been brought in this Sectionan inconvenient forum. Each To the extent that the Borrowers have or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution or otherwise) with respect to itself or its property, the parties hereto Borrowers hereby irrevocably waives, to waive such immunity in respect of its obligations under this Agreement and the fullest extent permitted by Applicable Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. Each party hereto irrevocably consents to service of process in the manner provided for notices in Section 4.3. Nothing in this Guaranty or in any other Loan Document will affect the right of any party hereto to serve process in any other manner permitted by Applicable LawDocuments.