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

Forum Selection and Consent to Jurisdiction. (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, against any Lender or any Related Party of any 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 sitting in New York County and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, and each of the parties hereto irrevocably and unconditionally submits, for itself and its property, 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 party 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 shall affect any right that any Lender may otherwise have to bring any action, litigation or proceeding relating to this Agreement or any other Loan Document against the Company or any of its properties in the courts of any jurisdiction. (b) Each party hereto hereby 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, litigation or proceeding arising out of or relating to this Agreement or any other Loan Document in any court referred to in paragraph (a) of this Section 15.6. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

Forum Selection and Consent to Jurisdiction. (a) Each party of the parties hereto hereby irrevocably and unconditionally agrees that it will not commence submits, for itself and its property, to the exclusive jurisdiction of the United States District Court for the Southern District of New York sitting in the Borough of Manhattan (or if such court lacks subject matter jurisdiction, the Supreme Court of the State of New York sitting in the Borough of Manhattan), and any actionappellate court from any thereof, litigation in any action or proceeding arising out of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, against any Lender or any Related Party of any of the foregoing in any way relating to this Agreement or any other Loan Document or the transactions relating hereto or thereto, in or for recognition or enforcement of any forum other than the courts of the State of New York sitting in New York County and of the United States District Court of the Southern District of New York, and any appellate court from any thereofjudgment, and each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the jurisdiction of such courts and agrees that all claims in respect of any such action, litigation action or proceeding may (and any such claims of any party hereto brought against the Administrative Agent or any of its Related Parties may only) be heard and determined in such New York state court or, Federal (to the fullest extent permitted by applicable law, in such federal ) or New York State court. Each party 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 shall affect any right that any Lender may otherwise have to bring any action, litigation or proceeding relating to this Agreement or any other Loan Document against the Company or any of its properties in the courts of any jurisdiction. (b) Each party of the parties hereto hereby irrevocably and unconditionally waives, to the fullest extent permitted by applicable lawit may legally and effectively do so, any objection that which it may now or hereafter have to the laying of venue of any actionsuit, litigation action or proceeding arising out of or relating to this Agreement or any other Loan Document in any court referred to in paragraph (a) of this Section 15.6Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 14.3. Nothing in this Agreement or any other Loan Document will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

Forum Selection and Consent to Jurisdiction. (a) Each party hereto The 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 or any other Lender Party or any Related Party of any 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 sitting in New York County and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, and each of the parties hereto irrevocably and unconditionally submits, for itself and its property, 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 State court or, to the fullest extent permitted by applicable lawLaw, in such federal court. Each party 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 lawLaw. Nothing in this Agreement or in any other Loan Document shall affect any right that the Administrative Agent or any other Lender Party may otherwise have to bring any action, litigation action or proceeding relating to this Agreement or any other Loan Document against the Company Parent, the Borrower or any of other Loan Party or its properties in the courts of any jurisdiction. (b) Each party hereto hereby . The Parent, the Borrower and each other Loan Party irrevocably and unconditionally waives, to the fullest extent permitted by applicable lawLaw, any objection that it may now or hereafter have to the laying of venue of any action, litigation action or proceeding arising out of or relating to this Agreement or any other Loan Document in any court referred to in paragraph (a) of this Section 15.611.12. Each of The Parent, the parties hereto Borrower and each other Loan Party hereby irrevocably waives, to the fullest extent permitted by lawapplicable Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. To the extent that the Parent, the Borrower or any other Loan Party 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 Parent, the Borrower or such other Loan Party hereby irrevocably waives such immunity in respect of its obligations under this Agreement and the other Loan Documents. The Parent, the Borrower and each Loan Party irrevocably consents to service of process in the manner provided for notices in Section 11.2 at the New York address for such parties set forth in Section 11.2. Nothing in this Agreement or in any other Loan Document shall affect the right of any party to this Agreement to serve process in any other matter permitted by Law.

Forum Selection and Consent to Jurisdiction. (a) Each party hereto irrevocably and unconditionally agrees that it will not commence any actionAny Proceeding against Buyer, litigation the Company, the Sellers or proceeding of any kind the Representative or descriptionarising out of, whether in law or equitywith respect to, whether in contract or in tort or otherwise, against any Lender or any Related Party of any of the foregoing in any way relating to this Agreement or any other Loan Document or judgment entered by any court in respect thereof shall be brought exclusively in the transactions relating hereto or thereto, in any forum other than the courts Court of Chancery of the State of New York sitting Delaware or, in New York County and the event (but only in the event) that such Delaware Court of Chancery does not have subject matter jurisdiction over any such matter, the United States District Court for the District of Delaware or, in the event that such United States District Court for the District of Delaware also does not have subject matter jurisdiction over such matter, any Delaware State Court sitting in New Castle County, Delaware (the “Designated Courts”), and the Parties hereto accepts and agrees to the exclusive jurisdiction of the Southern District of New York, and any appellate court from any thereof, and each of Designated Courts for the parties hereto irrevocably and unconditionally submits, for itself and its property, to the jurisdiction of such courts and agrees that all claims in respect purpose 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 party 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 shall affect any right that any Lender may otherwise have to bring any action, litigation or proceeding relating to this Agreement or any other Loan Document against the Company or any of its properties in the courts of any jurisdictionProceeding. (b) Each party In addition, each Party hereto hereby irrevocably and unconditionally (i) 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, litigation or proceeding Proceeding arising out of or relating to this Agreement or any other Loan Document judgment entered by any of the Designated Courts, (ii) waives any claim that any Proceeding brought in the Designated Courts has been brought in an inconvenient forum, (iii) agrees not to commence any court referred to in paragraph (a) Proceeding arising out of this Section 15.6. Each of Agreement or any transactions contemplated hereby other than in the parties hereto hereby irrevocably waivesDesignated Courts, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding and (iv) agrees that a final judgment in any such courtProceeding shall be conclusive and may be enforced in other jurisdictions by suit or judgment or in any other manner provided by Law.

Forum Selection and Consent to Jurisdiction. (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, against any Lender or any Related Party of any 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 sitting in New York County and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, and each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of such courts any New York State court or Federal court of the United States of America sitting in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action, 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 Federal court. Each party 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 Notwithstanding the foregoing, nothing in this Agreement shall affect any right that the Requisite Lenders or any Lender may otherwise have to bring any action, litigation action or proceeding relating to this Agreement or any other Loan Document against the Company Subordinated Creditors, the Subordinated Debtors or any of its their respective properties in the courts of any jurisdiction. (b) Each party of the parties hereto hereby irrevocably and unconditionally waives, to the fullest extent permitted by applicable lawRequirements of Law, any objection that which it may now or hereafter have to the laying of venue of any actionsuit, litigation action or proceeding arising out of or relating to this Agreement or any other Loan Document in any court referred to in paragraph (aSection 17(a) of this Section 15.6above. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by lawapplicable Requirements of Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each of the parties hereto irrevocably consents to service of process in any action or proceeding arising out of or relating to this Agreement in the manner provided for notices (other than telecopier and email) in Section 12 hereof. Nothing in this Agreement will affect the right of any party hereto to serve process in any other manner permitted by applicable Requirements of Law. In furtherance of the foregoing, and not in limitation thereof, each Subordinated Creditor hereby irrevocably designates, appoints and empowers Borrower, with offices on the date hereof at 0000 Xxxx Xxx Xxxx, Chandler, AZ 85226, as its designee, appointee and agent with respect to any action or proceeding in New York to receive, accept and acknowledge for and on its behalf, and in respect of its property, service of any and all legal process, summons, notices and documents which may be served in any such action or proceeding, and each Subordinated Creditor hereby confirms and agrees that Borrower has been duly and irrevocably appointed as its agent and true and lawful attorney-in-fact in its name, place and stead to accept such service of any and all legal process, summons, notices and documents, and agrees that the failure of such agent to give any advice of any such service of process to such Subordinated Creditor shall not impair or affect the validity of such service or of any judgment based thereon. If for any reason such designee, appointee and agent shall cease to be available to act as such, each Subordinated Creditor agrees to designate a new designee, appointee and agent in New York City on the terms and for the purposes of this provision reasonably satisfactory to the Requisite Lenders. Each Subordinated Creditor further irrevocably consents to the service of process out of any of the aforementioned courts in any such action or proceeding by the mailing of copies thereof by registered or certified mail, postage prepaid, to each of such Subordinated Creditor and Borrower, at Borrower’s address set forth in the Credit Agreement, such service to become effective five Business Days after such mailing.

Forum Selection and Consent to Jurisdiction. (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, against the Administrative Agent, any Lender Lender, any Issuing Bank or any Related Party of any 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 sitting in New York County and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, and each of the parties hereto irrevocably and unconditionally submits, for itself and its property, 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 party 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 shall affect any right that the Administrative Agent, any Lender or any Issuing Bank may otherwise have to bring any action, litigation or proceeding relating to this Agreement or any other Loan Document against the Company any Loan Party or any of its properties in the courts of any jurisdiction. (b) Each party hereto hereby 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, litigation or proceeding arising out of or relating to this Agreement or any other Loan Document in any court referred to in paragraph (a) of this Section 15.6. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

Forum Selection and Consent to Jurisdiction. (a) Each party hereto The Company 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 Lender, any Issuing Lender or any Related Party of any 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 sitting in New York County and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, and each of the parties hereto irrevocably and unconditionally submits, for itself and its property, 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 State court or, to the fullest extent permitted by applicable law, in such federal Federal court. Each party 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 shall affect any right that the Administrative Agent, any Lender or any Issuing Lender may otherwise have to bring any action, litigation or proceeding relating to this Agreement or any other Loan Document against the Company any Borrower or any of its properties in the courts of any jurisdiction. (ba) Each party of the parties hereto hereby irrevocably and unconditionally waives, to the fullest extent permitted by applicable lawit may legally and effectively do so, any objection that which it may now or hereafter have to the laying of venue of any actionsuit, litigation action or proceeding arising out of or relating to this Agreement or any other Loan Document in any court referred to in paragraph (a) of this Section 15.6Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (b) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 14.3. Nothing in this Agreement or any other Loan Document will affect the right of any party to this Agreement to serve process in any other manner permitted by law. The Subsidiary Borrowers (if any) hereby appoint the Company, at 000 Xxxxx Xxxxxx, Xxxxxx, Xxxxxxxxx 00000, or, if applicable, at its principal place of business in the City of New York, as its agent for service of process, and agrees that service of any process, summons, notice or document by hand delivery or registered mail upon such agent shall be effective service of process for any suit, action or proceeding brought in any such court.

Forum Selection and Consent to Jurisdiction. (a) Each party The parties hereto hereby irrevocably and unconditionally agrees that it will not commence any actionagree that, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, against any Lender or any Related Party of any for the benefit of the foregoing in any way relating to this Agreement or any other Loan Document or the transactions relating hereto or theretoFinance Parties only, 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 of the Southern District of New York, Ontario and any appellate court from thereof shall have non-exclusive jurisdiction to hear and determine any thereofsuit, action or proceeding, and each to settle any disputes, which may arise out of or in connection with the parties hereto irrevocably and unconditionally submitsFinance Documents and, for itself and its propertysuch purposes, the Borrower irrevocably submits to the non-exclusive 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 party 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 shall affect any right that any Lender may otherwise have to bring any action, litigation or proceeding relating to this Agreement or any other Loan Document against the Company or any of its properties in the courts of any jurisdictioncourts. (b) Each party hereto hereby The Borrower irrevocably and unconditionally waives, to the fullest full extent permitted by applicable lawit may legally and effectively do so, any objection that which it may might now or hereafter have to the laying of venue of courts referred to in clause (a) being nominated as the forum to hear and determine any actionsuit, litigation action or proceeding arising proceeding, and to settle any disputes, which may arise out of or relating in connection with any Finance Document and agrees not to this Agreement claim that any such court is not a convenient or any other Loan Document in any court referred to in paragraph (a) of this Section 15.6. Each of the parties hereto hereby irrevocably waives, appropriate forum and waives to the fullest extent permitted by law, any forum non conveniens defense. (c) The Borrower agrees that the defense of an inconvenient forum to the maintenance of such process by which any suit, action or proceeding is begun may be served on it by being delivered in connection with any suit, action or proceeding to it at its Address for Notices. Nothing in this clause will affect the right of any party to this Agreement to serve process in any such courtother manner permitted by law. (d) The submission to the jurisdiction of the courts referred to in clause (a) shall not (and shall not be construed so as to) limit the right of the Finance Parties or any of them to take proceedings against the Borrower in any other court of competent jurisdiction nor shall the taking of proceedings in any one or more jurisdictions preclude the taking of proceedings in any other jurisdiction, whether concurrently or not.

Forum Selection and Consent to Jurisdiction. (a) Each party hereto Any Proceeding (other than pursuant to Section 1.04) against the Buyer, the Seller, or the Acquired Companies, or arising out of, or with respect to, this Agreement and any Related Agreements or any judgment entered by any court in respect thereof will be brought exclusively in 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 Wilmington, 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 in contract or in tort or otherwise, accordance with Section 12.01 will be effective service of process for any Proceeding brought against any Lender or any Related such Party of any 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 sitting in New York County and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, and each of the parties hereto irrevocably and unconditionally submits, for itself and its property, 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 party hereto agrees that a final judgment in any such action, litigation or proceeding shall be conclusive and court. The Buyer hereby designates the individual listed in Section 12.01(a) to whom notice may be enforced in other jurisdictions by suit given on behalf of the judgment or Buyer as its true and lawful agent upon whom may be served any lawful process in any other manner provided Proceeding instituted by lawor on behalf of the Seller. Nothing The Seller hereby designates the individual listed in this Agreement shall affect Section 12.01(b) to whom notice may be given on behalf of the Seller as its true and lawful agent upon whom may be served any right that lawful process in any Lender may otherwise have to bring any action, litigation Proceeding instituted by or proceeding relating to this Agreement or any other Loan Document against on behalf of the Company or any of its properties in the courts of any jurisdictionBuyer. (b) Each party hereto In addition, each Party hereby 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, litigation or proceeding Proceeding arising out of or relating to this Agreement and any Related Agreement in any Designated Court or any other Loan Document in judgment entered by any court referred to in paragraph (a) of this Section 15.6. Each 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 law, the defense of Designated Courts has been brought in an inconvenient forum to the maintenance of such action or proceeding in any such courtforum.

Forum Selection and Consent to Jurisdiction. (a) Each party hereto 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 any Lender or any Related Party of any of the foregoing in any way relating to this 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 of for the Southern District of New YorkYork 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, and any appellate court from any thereof, and each of the parties hereto irrevocably and unconditionally submits, for itself and its propertypostage prepaid, to the jurisdiction Administrative Borrower at its address for 90 97 notices contained in Section 11.05 hereof, such service to become effective five (5) days after such mailing, or (ii) by personal service within or without the State of such courts New York. Nothing herein shall affect the right of the Agent, any Lender or the Letter of Credit Issuer to service of process in any other manner permitted by law. The Borrowers hereby expressly 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 orirrevocably waive, to the fullest extent permitted by applicable law, in such federal court. Each party 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 shall affect any right that any Lender may otherwise have to bring any action, litigation or proceeding relating to this Agreement or any other Loan Document against the Company or any of its properties in the courts of any jurisdiction. (b) Each party hereto 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, such litigation or proceeding arising out of or relating to this Agreement or any other Loan Document brought in any such court referred to above and any claim that any such litigation has been brought in paragraph (a) of this Section 15.6. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such courtforum.

Forum Selection and Consent to Jurisdiction. (a) Each party hereto The 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 or any other Lender Party or any Related Party of any 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 sitting in New York County and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, and each of the parties hereto irrevocably and unconditionally submits, for itself and its property, 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 State court or, to the fullest extent permitted by applicable lawLaw, in such federal court. Each party 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 lawLaw. Nothing in this Agreement or in any other Loan Document shall affect any right that the Administrative Agent or any other Lender Party may otherwise have to bring any action, litigation action or proceeding relating to this Agreement or any other Loan Document against the Company Parent, the Borrower or any of other Loan Party or its properties in the courts of any jurisdiction. (b) Each party hereto hereby . The Parent, the Borrower and each other Loan Party irrevocably and unconditionally waives, to the fullest extent permitted by applicable lawLaw, any objection that it may now or hereafter have to the laying of venue of any action, litigation action or proceeding arising out of or relating to this Agreement or any other Loan Document in any court referred to in paragraph (a) of this Section 15.611.12. Each The Parent, the Borrower and each of the parties hereto other Loan Parties hereby irrevocably waives, to the fullest extent permitted by lawapplicable Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. The Parent, the Borrower and each other Loan Party hereby irrevocably consents to service of process in the manner prescribed for notices in Section 11.2 at the New York address for such Loan Parties set forth on Schedule IV hereto. Nothing in this Agreement or in any other Loan Document shall affect the right of any party to this Agreement to serve process in any other matter permitted by Law.

Forum Selection and Consent to Jurisdiction. (a) Each party of the parties hereto hereby irrevocably and unconditionally agrees that it will not commence submits, for itself and its property, to the exclusive jurisdiction of the United States District Court for the Southern District of New York sitting in the Borough of Manhattan (or if such court lacks subject matter jurisdiction, the Supreme Court of the State of New York sitting in the Borough of Manhattan), and any actionappellate court from any thereof, litigation in any action or proceeding arising out of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, against any Lender or any Related Party of any of the foregoing in any way relating to this Agreement or any other Loan Document or the transactions relating hereto or thereto, in or for recognition or enforcement of any forum other than the courts of the State of New York sitting in New York County and of the United States District Court of the Southern District of New York, and any appellate court from any thereofjudgment, and each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the jurisdiction of such courts and agrees that all claims in respect of any such action, litigation action or proceeding may (and any such claims of any party hereto brought against the Administrative Agent or any of its Related Parties may only) be heard and determined in such New York state court or, Federal (to the fullest extent permitted by applicable law, in such federal ) or New York State court. Each party 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 shall affect any right that any Lender may otherwise have to bring any action, litigation or proceeding relating to this Agreement or any other Loan Document against the Company or any of its properties in the courts of any jurisdiction. (ba) Each party of the parties hereto hereby irrevocably and unconditionally waives, to the fullest extent permitted by applicable lawit may legally and effectively do so, any objection that which it may now or hereafter have to the laying of venue of any actionsuit, litigation action or proceeding arising out of or relating to this Agreement or any other Loan Document in any court referred to in paragraph (a) of this Section 15.6Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (b) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 14.3. Nothing in this Agreement or any other Loan Document will affect the right of any party to this Agreement to serve process in any other manner permitted by law. The Subsidiary Borrowers (if any) hereby appoint the Company, at 000 Xxxxx Xxxxxx, Xxxxxx, Xxxxxxxxx 00000, or, if applicable, at its principal place of business in the City of New York, as its agent for service of process, and agrees that service of any process, summons, notice or document by hand delivery or registered mail upon such agent shall be effective service of process for any suit, action or proceeding brought in any such court.

Forum Selection and Consent to Jurisdiction. (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, against any Lender or any Related Party of any of the foregoing in any way relating Parties 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 New York County and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, and each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its propertyassets and properties, to the exclusive jurisdiction of the Chancery Court of the State of Delaware (or, if the Chancery Court of the State of Delaware declines to accept jurisdiction over a particular matter, any Federal court of the United States of America sitting within New Castle County in the State of Delaware), and any respective appellate court, in any action or Proceeding arising out of or relating to this Agreement, the agreements delivered in connection with this Agreement, or the transactions contemplated hereby or thereby, or for recognition or enforcement of any judgment relating thereto, and each of the Parties to this Agreement hereby irrevocably and unconditionally (a) agrees not to commence any such courts and action or Proceeding except in such courts; (b) agrees that all claims any claim in respect of any such action, litigation action or proceeding Proceeding may be heard and determined in such New York state court Delaware Chancery Court or, to the extent permitted by law, in such Federal court; (c) 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 such action or Proceeding in any such Delaware Chancery Court or Federal court; and (d) waives, to the fullest extent permitted by applicable law, the defense of lack of personal jurisdiction or an inconvenient forum to the maintenance of such action or Proceeding in any such federal Delaware Chancery Court or Federal court. Each party hereto of the Parties to this Agreement hereby agrees that a final judgment in any such action, litigation action or proceeding 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 of the Parties to this Agreement hereby irrevocably consents to service of process in the manner provided for notices in Section 12.01. Nothing in this Agreement shall affect the right of any right that any Lender may otherwise have to bring any action, litigation or proceeding relating Party to this Agreement or to serve process in any other Loan Document against the Company or any of its properties in the courts of any jurisdiction. (b) Each party hereto hereby irrevocably and unconditionally waives, to the fullest extent manner permitted by applicable law, any objection that it may now or hereafter have to the laying of venue of any action, litigation or proceeding arising out of or relating to this Agreement or any other Loan Document in any court referred to in paragraph (a) of this Section 15.6. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

Forum Selection and Consent to Jurisdiction. (a) Each party hereto The Company 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 Lender, any Issuing Lender or any Related Party of any 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 sitting in New York County and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, and each of the parties hereto irrevocably and unconditionally submits, for itself and its property, 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 State court or, to the fullest extent permitted by applicable law, in such federal Federal court. Each party 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 shall affect any right that the Administrative Agent, any Lender or any Issuing Lender may otherwise have to bring any action, litigation or proceeding relating to this Agreement or any other Loan Document against the Company any Borrower or any of its properties in the courts of any jurisdiction. (b) Each party of the parties hereto hereby irrevocably and unconditionally waives, to the fullest extent permitted by applicable lawit may legally and effectively do so, any objection that which it may now or hereafter have to the laying of venue of any actionsuit, litigation action or proceeding arising out of or relating to this Agreement or any other Loan Document in any court referred to in paragraph (a) of this Section 15.6Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 14.3. Nothing in this Agreement or any other Loan Document will affect the right of any party to this Agreement to serve process in any other manner permitted by law. The Subsidiary Borrowers (if any) hereby appoint the Company, at 000 Xxxxx Xxxxxx, Xxxxxx, Xxxxxxxxx 00000, or, if applicable, at its principal place of business in the City of New York, as its agent for service of process, and agrees that service of any process, summons, notice or document by hand delivery or registered mail upon such agent shall be effective service of process for any suit, action or proceeding brought in any such court.

Forum Selection and Consent to Jurisdiction. (a) Each party hereto of the Guarantors and the Guaranteed 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 any Lender or any Related Party of any 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 sitting in New York County and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, and each of the parties hereto irrevocably and unconditionally submits, for itself and its property, 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 party 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 shall affect any right that any Lender may otherwise have to bring any action, litigation or proceeding relating to this Agreement or any other Loan Document against the Company or any of its properties in the courts of any jurisdiction. (b) Each party hereto hereby 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, litigation legal action or proceeding arising out of or relating to this Agreement Guarantee, its negotiation, terms or performance, or the transactions contemplated hereby, or for recognition and enforcement of any other Loan Document judgment entered in any such action or proceeding, shall be brought and determined exclusively in the Chancery Court of the State of Delaware (or, if the Chancery Court declines to accept jurisdiction over such matter, in any federal or state court within the State of Delaware). Each of the Guarantors and the Guaranteed Party hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction and venue of the aforesaid courts and agrees that it will not bring any such action in any court referred to in paragraph (a) of this Section 15.6other than the aforesaid courts. Each of the parties hereto hereby irrevocably waives, and agrees not to assert as a defense, counterclaim, by way of motion, or otherwise, in any such action or proceeding: (i) any claim that it is not personally subject to the jurisdiction of the above named courts, (ii) any claim that it or its property is exempt or immune from the jurisdiction of any such court or from any legal process issued by such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment, or otherwise) and (iii) to the fullest extent permitted by lawthe applicable Law, the defense of any claim that (x) such action or proceeding in such court is brought in an inconvenient forum to forum, (y) the maintenance venue of such action or proceeding is improper or this Guarantee, or the subject mater hereof, may not be enforced in or by such courts. (b) Each Guarantor irrevocably agrees (and Guaranteed Party, by its acceptance of this Guaranty, irrevocably agrees), that service of process, or of any other notice, pleading, order or other document of any kind in connection with any such action or proceeding brought with respect to this Guaranty, may be made by service in compliance with Section 5.3 of this Guaranty or any other method permitted by the Law of the State of Delaware or of any other jurisdiction in which such Guarantor is located or has assets, and shall be, and shall conclusively be deemed to be, valid and effective service upon each party thus served in accordance with Section 5.3 any other method permitted by Law in the State of Delaware or any other jurisdiction such Guarantor is located or has assets. (c) Notwithstanding anything to the contrary expressed or implied in this Guarantee, each Guarantor acknowledges and agrees that: (i) an action or proceeding to enforce or collect upon any order or judgment issued by any of the courts specified in Section 5.9(a) in any action or proceeding contemplated by Section 5.9(a) may be brought in any jurisdiction where any Guarantor, or any direct or indirect subsidiary of any Guarantor, is located or has assets; and (ii) it irrevocably waives any objection to registration, exequatur, execution, enforcement or collection of any order or judgment within subclause (i) in any such courtenforcement or collection action or proceeding.

Forum Selection and Consent to Jurisdiction. (a) Each party hereto of the 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 or any other Lender Party or any Related Party of any of the foregoing in any way relating to this Agreement or any other Loan Document Amendment or the transactions relating hereto or theretohereto, 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 of the Southern District of New York, and any appellate court from any thereof, and each of the parties hereto irrevocably and unconditionally submits, for itself and its property, 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 State court or, to the fullest extent permitted by applicable lawLaw, in such federal court. Each party 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 lawLaw. Nothing in this Agreement Amendment or in any other Loan Document shall affect any right that the Administrative Agent or any other Lender Party may otherwise have to bring any action, litigation action or proceeding relating to this Agreement Amendment against the Parent, the Borrower or any other Loan Document against the Company Party or any of its properties in the courts of any jurisdiction. (b) . Each party hereto hereby of the Parent, the Borrower and each other Loan Party irrevocably and unconditionally waives, to the fullest extent permitted by applicable lawLaw, any objection that it may now or hereafter have to the laying of venue of any action, litigation action or proceeding arising out of or relating to this Agreement or any other Loan Document Amendment in any court referred to in paragraph (a) of this Section 15.69. Each of The Parent, the parties hereto Borrower and each other Loan Party hereby irrevocably waives, to the fullest extent permitted by lawapplicable Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. To the extent that the Parent, the Borrower or any other Loan Party 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 Parent, the Borrower or such other Loan Party hereby irrevocably waives such immunity in respect of its obligations under this Agreement and the other Loan Documents. The Parent, the Borrower and each Loan Party irrevocably consents to service of process in the manner provided for notices in Section 11.2 of the Credit Agreement at the address for such parties set forth in Section 11.2 of the Credit Agreement. Nothing in this Amendment or in any other Loan Document shall affect the right of any party to this Amendment to serve process in any other matter permitted by Law.

Forum Selection and Consent to Jurisdiction. (a) Each party hereto The 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 or any other Lender Party or any Related Party of any 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 sitting in New York County and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, and each of the parties hereto irrevocably and unconditionally submits, for itself and its property, 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 State court or, to the fullest extent permitted by applicable lawLaw, in such federal court. Each party 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 lawLaw. Nothing in this Agreement or in any other Loan Document shall affect any right that the Administrative Agent or any other Lender Party may otherwise have to bring any action, litigation action or proceeding relating to this Agreement or any other Loan Document against the Company Parent, the Borrower or any of other Loan Party or its properties in the courts of any jurisdiction. (b) Each party hereto hereby . The Parent, the Borrower and each other Loan Party irrevocably and unconditionally waives, to the fullest extent permitted by applicable lawLaw, any objection that it may now or hereafter have to the laying of venue of any action, litigation action or proceeding arising out of or relating to this Agreement or any other Loan Document in any court referred to in paragraph (a) of this Section 15.611.12. Each The Parent, the Borrower and each of the parties hereto other Loan Parties hereby irrevocably waives, to the fullest extent permitted by lawapplicable Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. The Parent, the Borrower and each other Loan Party hereby irrevocably consents to service of process in the manner prescribed for notices in Section 11.2 at the New York address for such Loan Parties set forth on Schedule III hereto. Nothing in this Agreement or in any other Loan Document shall affect the right of any party to this Agreement to serve process in any other matter permitted by Law.

Forum Selection and Consent to Jurisdiction. (a) Each party of the parties hereto hereby irrevocably and unconditionally agrees that it will not commence submits, for itself and its property, to the exclusive jurisdiction of the United States District Court for the Southern District of New York sitting in the Borough of Manhattan (or if such court lacks subject matter jurisdiction, the Supreme Court of the State of New York sitting in the Borough of Manhattan), and any actionappellate court from any thereof, litigation in any action or proceeding arising out of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, against any Lender or any Related Party of any of the foregoing in any way relating to this Agreement or any other Loan Document or the transactions relating hereto or thereto, in or for recognition or enforcement of any forum other than the courts of the State of New York sitting in New York County and of the United States District Court of the Southern District of New York, and any appellate court from any thereofjudgment, and each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the jurisdiction of such courts and agrees that all claims in respect of any such action, litigation action or proceeding may (and any such claims of any party hereto brought against the Administrative Agent or any of its Related Parties may only) be heard and determined in such New York state court or, Federal (to the fullest extent permitted by applicable law, in such federal ) or New York State court. Each party 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 shall affect any right that any Lender may otherwise have to bring any action, litigation or proceeding relating to this Agreement or any other Loan Document against the Company or any of its properties in the courts of any jurisdiction. (b) Each party of the parties hereto hereby irrevocably and unconditionally waives, to the fullest extent permitted by applicable lawit may legally and effectively do so, any objection that which it may now or hereafter have to the laying of venue of any actionsuit, litigation action or proceeding arising out of or relating to this Agreement or any other Loan Document in any court referred to in paragraph (a) of this Section 15.6Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 14.3. Nothing in this Agreement or any other Loan Document will affect the right of any party to this Agreement to serve process in any other manner permitted by law. The Subsidiary Borrowers (if any) hereby appoint the Company, at 200 Xxxxx Xxxxxx, Xxxxxx, Xxxxxxxxx 00000, or, if applicable, at its principal place of business in the City of New York, as its agent for service of process, and agrees that service of any process, summons, notice or document by hand delivery or registered mail upon such agent shall be effective service of process for any suit, action or proceeding brought in any such court.

Forum Selection and Consent to Jurisdiction. (a) Each party hereto 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 any Lender the Administrative Agent or any Related other Secured Party of or any related party of the foregoing in any way relating to this Agreement 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 of the Southern District of New York, and any appellate court Appellate Court from any thereof, and each of the parties hereto irrevocably and unconditionally submits, for itself and its property, submits to the jurisdiction of such courts 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 State Court or, to the fullest extent permitted by applicable law, in such federal courtFederal Court. Each party 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 Guaranty or in any other loan document shall affect any right that the Administrative Agent or any Lender other Secured Party may otherwise have to bring any action, litigation action or proceeding relating to this Agreement Guaranty or any other Loan Document against the Company any Guarantor or any of its properties in the courts of any jurisdiction. (b) . Each party hereto hereby 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, litigation action or proceeding arising out of or relating to this Agreement Guaranty or any other Loan Document in any court referred to in paragraph (a) of this Section 15.64.10. Each of the parties hereto Guarantor 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. To the extent that any Guarantor 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, holdings, such Guarantor hereby irrevocably waives such immunity in respect of its obligations under this Guaranty and the other Loan Documents. Each Guarantor irrevocably consents to service of process in the manner provided for notices in Section 11.2 of the Credit Agreement at the New York address for such parties set forth on Schedule III thereto. Nothing in this Guaranty or in any other Loan Document shall affect the right of any party to this Guaranty to service process in any other matter permitted by law.