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

Forum Selection and Consent to Jurisdiction. 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 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 to the jurisdiction of such courts and agrees that all claims in respect of any such action, litigation or proceeding may be heard and determined in such New York State court or, to the fullest extent permitted by applicable Law, in such federal court. Each of the parties hereto agrees that a final judgment in any such action, litigation or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Nothing in this Agreement or in any other Loan Document shall affect any right that the Administrative Agent or any other Lender Party may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Document against the Parent, the Borrower or any other Loan Party or its properties in the courts of any jurisdiction. The Parent, the Borrower and each other Loan Party 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 Agreement or any other Loan Document in any court referred to in this Section 11.12. The Parent, the Borrower and each other Loan Party 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 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. The Each 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 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 to the jurisdiction of such courts and agrees that all claims in respect of any such action, litigation or proceeding may be heard and determined in such New York State court or, to the fullest extent permitted by applicable Law, in such federal court. Each of the parties hereto agrees that a final judgment in any such action, litigation or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Nothing in this Agreement 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 or proceeding relating to this Agreement or any other Loan Document Amendment against the Parent, the Borrower or any other Loan Party or its properties in the courts of any jurisdiction. The Each of the Parent, the Borrower and each other Loan Party 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 Agreement or any other Loan Document Amendment in any court referred to in this Section 11.129. The Parent, the Borrower and each other Loan Party 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 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 New York address for such parties set forth in Section 11.211.2 of the Credit Agreement. Nothing in this Agreement Amendment or in any other Loan Document shall affect the right of any party to this Agreement Amendment to serve process in any other matter permitted by Law.

Forum Selection and Consent to Jurisdiction. The Parent, the Borrower and each other Loan Party Each 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 or any other Lender Secured Party or any Related Party 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 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 Court or, to the fullest extent permitted by applicable Lawlaw, in such federal courtFederal 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 Lawlaw. Nothing in this Agreement Guaranty or in any other Loan Document loan document shall affect any right that the Administrative Agent or any other Lender Secured Party may otherwise have to bring any action or proceeding relating to this Agreement Guaranty or any other Loan Document against the Parent, the Borrower or any other Loan Party Guarantor or its properties in the courts of any jurisdiction. The Parent, the Borrower and each other Loan Party Each Guarantor 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 or proceeding arising out of or relating to this Agreement Guaranty or any other Loan Document in any court referred to in this Section 11.124.10. The Parent, the Borrower and each other Loan Party Each Guarantor hereby irrevocably waives, to the fullest extent permitted by applicable Lawlaw, 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 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, the Parentholdings, the Borrower or such other Loan Party Guarantor hereby irrevocably waives such immunity in respect of its obligations under this Agreement Guaranty and the other Loan Documents. The Parent, the Borrower and each Loan Party 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 in Section 11.2on Schedule III thereto. Nothing in this Agreement Guaranty or in any other Loan Document shall affect the right of any party to this Agreement Guaranty to serve service process in any other matter permitted by Lawlaw.

Forum Selection and Consent to Jurisdiction. The ParentAny litigation based hereon, the Borrower and each other Loan Party irrevocably and unconditionally agrees that it will not commence 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 descriptionlender, whether in law or equity, whether in contract or in tort or otherwise, against the Administrative Agent any Subordinated Debtor or any other Lender Party or any Related Party of the foregoing Subordinated Creditor may be brought and maintained in any way relating to this Agreement 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 County and The Commonwealth of the United States District Court of the Southern District of New YorkMassachusetts; PROVIDED, and 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 such action, litigation or proceeding 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 Law. 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 or proceeding relating to this Agreement or any other Loan Document against the Parent, the Borrower or any other Loan Party or its properties in the courts of any jurisdictionjurisdiction where such property may be found. Each Subordinated Debtor and each Subordinated Creditor hereby expressly and irrevocably submits to the non-exclusive jurisdiction of all federal and state courts of The ParentCommonwealth of Massachusetts for the purpose of any such litigation as set forth above and irrevocably agrees to be bound by any 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 Borrower "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 other process which may be served in any such action or 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 other Loan Party such Subordinated Debtor and Subordinated Creditor irrevocably authorizes and unconditionally waives, directs the process agent to accept such service on its behalf. Each Subordinated Debtor and each Subordinated Creditor further irrevocably consents to the fullest extent permitted service of process by applicable Lawregistered mail, any objection that it may now postage prepaid, or hereafter have to the laying by personal service within or without The Commonwealth of venue of any action or proceeding arising out of or relating to this Agreement or any other Loan Document in any court referred to in this Section 11.12Massachusetts. The Parent, the Borrower Each Subordinated Debtor and each other Loan Party 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. To the extent that the Parent, the Borrower any Subordinated Debtor or any other Loan Party 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, the Parent, the Borrower or such other Loan Party it hereby irrevocably waives such immunity in respect of its obligations under this Subordination 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. The ParentAny ------------------------------------------- litigation based hereon, the Borrower and each other Loan Party irrevocably and unconditionally agrees that it will not commence any actionor arising out of, litigation or proceeding of any kind or description, whether in law or equity, whether in contract under or in tort or otherwiseconnection with, against the Administrative Agent or any other Lender Party or any Related Party 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 Administrative Agent, any Lender, the Administrative Agent, 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 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 of 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 such actionlitigation and irrevocably agree to be bound by any judgment rendered thereby in connection with such litigation. Each Borrower further irrevocably consents to the service of process (i) by registered or certified mail, litigation or proceeding 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 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 or proceeding relating to this Agreement or any other Loan Document against the Parent, the Each Borrower or any other Loan Party or its properties in the courts of any jurisdiction. The Parent, the Borrower hereby expressly and each other Loan Party 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 Agreement 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 11.12. The Parent, the Borrower and each other Loan Party 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 courtforum. To the extent that the Parent, the any 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, 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. The ParentAny litigation based hereon, the Borrower and each other Loan Party irrevocably and unconditionally agrees that it will not commence any actionor arising out of, litigation or proceeding of any kind or description, whether in law or equity, whether in contract under or in tort or otherwiseconnection with, against the Administrative Agent or any other Lender Party or any Related Party 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 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 of 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 such action, litigation or proceeding may and irrevocably agrees to be heard and determined bound by any judgment rendered thereby 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 Lawlaw. Nothing in this Agreement or in any other Loan Document shall affect any right that Each of the Administrative Agent or any other Lender Party may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Document against the Parent, the Borrower or any other Loan Party or its properties in the courts of any jurisdiction. The Parent, the Borrower Borrowers hereby expressly and each other Loan Party 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 Agreement 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 11.12. The Parent, the Borrower and each other Loan Party 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 courtforum. To the extent that the Parent, the any 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 such 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. The Parent, the Borrower and each other Loan Party 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 or Agent, any other Lender Secured Party 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 County, and of the United States District Court of 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 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 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 Agreement Guaranty or in any other Loan Document shall affect any right that the Administrative Agent or any other Lender Secured Party may otherwise have to bring any action or proceeding relating to this Agreement Guaranty or any other Loan Document against the Parent, the Borrower or any other Loan Party Guarantor or its properties in the courts of any jurisdiction. The Parent, the Borrower and each other Loan Party Guarantor 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 Agreement Guaranty or any other Loan Document in any court referred to in this Section 11.12Section. The Parent, Each of the Borrower and each other Loan Party parties hereto 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. 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 Each party hereto 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 11.24.3. Nothing in this Agreement Guaranty or in any other Loan Document shall will affect the right of any party to this Agreement hereto to serve process in any other matter manner permitted by Applicable Law.

Forum Selection and Consent to Jurisdiction. The ParentAny litigation based hereon, the Borrower and each other Loan Party irrevocably and unconditionally agrees that it will not commence any actionor arising out of, litigation or proceeding of any kind or description, whether in law or equity, whether in contract under or in tort or otherwiseconnection with, against the Administrative Agent or any other Lender Party or any Related Party 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 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 of 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 such action, litigation or proceeding may and irrevocably agrees to be heard and determined bound by any judgment rendered thereby 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 Lawlaw. Nothing in this Agreement or in any other Loan Document shall affect any right that Each of the Administrative Agent or any other Lender Party may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Document against the Parent, the Borrower or any other Loan Party or its properties in the courts of any jurisdiction. The Parent, the Borrower Borrowers hereby expressly and each other Loan Party 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 Agreement 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 11.12. The Parent, the Borrower and each other Loan Party 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 courtforum. To the extent that the Parent, the any 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 such 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. 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 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 to the jurisdiction of such courts and agrees that all claims in respect of any such action, litigation or proceeding may be heard and determined in such New York State court or, to the fullest extent permitted by applicable Law, in such federal court. Each of the parties hereto agrees that a final 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 Law. 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 or proceeding relating to this Agreement or any other Loan Document against the Parent, the Borrower or any other Loan Party or its properties in the courts of any jurisdiction. The 121 Parent, the Borrower and each other Loan Party 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 Agreement or any other Loan Document in any court referred to in this Section 11.12. The Parent, the Borrower and each of the other Loan Party Parties 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 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 other Loan Party hereby irrevocably consents to service of process in the manner provided prescribed for notices in Section 11.2 at the New York address for such parties Loan Parties set forth in Section 11.2on 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. The Parent, the Borrower and each other Loan Party 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 or any other Lender Party or any Related Party of the foregoing in any way relating related to this 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 of 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 such action, litigation or proceeding may as set forth above and irrevocably agrees to be heard bound by any final and determined non-appealable judgment rendered thereby in connection with such New York State court or, litigation. Pledgor and each Pledged Share Issuer further irrevocably consents to the fullest extent permitted service of process by applicable Lawregistered or certified mail, in such federal courtpostage prepaid, or by personal service within or outside the State of New York. Each of the parties hereto agrees that a final judgment in any such action, litigation or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Nothing in this Agreement or in any other Loan Document shall affect any right that the Administrative Agent or any other Lender Party may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Document against the Parent, the Borrower or any other Loan Party or its properties in the courts of any jurisdiction. The Parent, the Borrower Pledgor and each other Loan Party irrevocably Pledged Share Issuer hereby expressly 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 Agreement or any other Loan Document in any court referred to in this Section 11.12. The Parent, the Borrower and each other Loan Party 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. To the extent that the Parent, the Borrower Pledgor or any other Loan Party 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, the Parent, the Borrower or such other Loan Party then Pledgor and each Pledged Share Issuer hereby irrevocably waives such immunity in respect of his, her or its obligations under this Pledge 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. The Parent, Each of the Borrower and each other Loan Party Parties to this Agreement hereby irrevocably and unconditionally agrees that it will not commence any actionsubmits, litigation or proceeding of any kind or descriptionfor itself and its assets and properties, whether in law or equity, whether in contract or in tort or otherwise, against to the Administrative Agent or any other Lender Party or any Related Party exclusive jurisdiction 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 Chancery Court of the State of New York sitting in New York County and 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 District Court of America sitting within New Castle County in the Southern District State of New YorkDelaware), and any respective appellate court from court, in any thereofaction 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 hereto Parties to this Agreement hereby irrevocably and unconditionally submits (a) agrees not to the jurisdiction of 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 Lawlaw, 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 of the parties hereto 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 Lawlaw. Nothing in this Agreement or in any other Loan Document shall affect any right that Each of the Administrative Agent or any other Lender Party may otherwise have to bring any action or proceeding relating Parties to this Agreement or any other Loan Document against the Parent, the Borrower or any other Loan Party or its properties in the courts of any jurisdiction. The Parent, the Borrower and each other Loan Party 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 Agreement or any other Loan Document in any court referred to in this Section 11.12. The Parent, the Borrower and each other Loan Party 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 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 11.212.01. Nothing in this Agreement or in any other Loan Document shall affect the right of any party Party to this Agreement to serve process in any other matter manner permitted by Lawapplicable law.

Forum Selection and Consent to Jurisdiction. The ParentAny litigation based hereon, the Borrower and each other Loan Party irrevocably and unconditionally agrees that it will not commence any actionor arising out of, litigation or proceeding of any kind or description, whether in law or equity, whether in contract under or in tort or otherwiseconnection with, against the Administrative Agent or any other Lender Party or any Related Party 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 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 of 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 such actionlitigation. The Borrower further irrevocably consents to the service of process (i) by registered or certified mail, litigation or proceeding 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 Law. 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 or proceeding relating to this Agreement or any other Loan Document against the Parent, the Borrower or any other Loan Party or its properties in the courts of any jurisdictionlaw. The Parent, the Borrower hereby expressly and each other Loan Party 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 Agreement 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 11.12. The Parent, the Borrower and each other Loan Party 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 courtforum. 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, 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. 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 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 to the jurisdiction of such courts and agrees that all claims in respect of any such action, litigation or proceeding may be heard and determined in such New York State court or, to the fullest extent permitted by applicable Law, in such federal court. Each of the parties hereto agrees that a final 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 Law. 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 or proceeding relating to this Agreement or any other Loan Document against the Parent, the Borrower or any other Loan Party or its properties in the courts of any jurisdiction. The Parent, the Borrower and each other Loan Party 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 Agreement or any other Loan Document in any court referred to in this Section 11.12. The Parent, the Borrower and each of the other Loan Party Parties 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 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 other Loan Party hereby irrevocably consents to service of process in the manner provided prescribed for notices in Section 11.2 at the New York address for such parties Loan Parties set forth in Section 11.2on 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.