Jurisdiction; Venue and Service. (a) Each of (x) the Company, the Private Owner and the Bank, for itself and its Affiliates, and (y) the Initial Member, hereby irrevocably and unconditionally: (i) consents to the jurisdiction of the United States District Court for the Southern District of New York and to the jurisdiction of the United States District Court for the District of Columbia for any suit, action or proceeding against it or any of its Affiliates commenced by the Initial Member or the Transferor arising out of, relating to, or in connection with this Agreement or any Transaction Document, and waives any right to: (1) remove or transfer such suit, action or proceeding to any court or dispute-resolution forum other than the court in which the Initial Member or the Transferor, as applicable, files the suit, action or proceeding without the consent of the Initial Member or the Transferor, as applicable; (2) assert that venue is improper in either the United States District Court for the Southern District of New York or the United States District Court for the District of Columbia; or (3) assert that the United States District Court for the Southern District of New York or the United States District Court for the District of Columbia is an inconvenient forum; (ii) consents to the jurisdiction of the Supreme Court of the State of New York for any suit, action or proceeding against it or any of its Affiliates commenced by the Initial Member or the Transferor arising out of, relating to, or in connection with this Agreement or any Transaction Document (other than the LLC Operating Agreement), and waives any right to: (1) remove or transfer such suit, action or proceeding to any other court or dispute-resolution forum without the consent of the Initial Member or the Transferor, as applicable; (2) assert that venue is improper in the Supreme Court of the State of New York, County of New York; or (3) assert that the Supreme Court of the State of New York, County of New York, is an inconvenient forum; (iii) agrees to bring any suit, action or proceeding by it or its Affiliate against the Initial Member or the Transferor in only either the United States District Court for the Southern District of New York or the United States District Court for the District of Columbia, and waives any right to remove or transfer such suit, action or proceeding to any other court or dispute-resolution forum without the consent of the Initial Member or the Transferor, as applicable, and agrees to consent thereafter to transfer of the suit, action or proceeding to either the United States District Court for the Southern District of New York or the United States District Court for the District of Columbia at the option of the Initial Member or the Transferor, as applicable; and (iv) agrees, if the United States District Court for the Southern District of New York and the United States District Court for the District of Columbia both lack jurisdiction to hear a suit, action or proceeding falling within Section 2.7(a)(iii), to bring that suit, action or proceeding in only the Supreme Court of the State of New York, County of New York, and waives any right to remove or transfer such suit, action or proceeding to any other court or dispute-resolution forum without the consent of the Initial Member or the Transferor, as applicable. (b) Each of (x) the Company, the Private Owner and the Bank, for itself and its Affiliates, and (y) the Initial Member, hereby irrevocably and unconditionally agrees that any final judgment entered against it in any suit, action or proceeding falling within Section 2.7(a) may be enforced in any court of competent jurisdiction; (c) Subject to the provisions of Section 2.7(d), each of (x) the Company, the Private Owner and the Bank, on behalf of itself and its Affiliates, and (y) the Initial Member and the Transferor, hereby irrevocably and unconditionally agrees that service of all writs, process and summonses in any suit, action or proceeding pursuant to Section 2.7(a) or Section 2.7(b) may be effected by the mailing of copies thereof by registered or certified mail, postage prepaid, to it at its address for notices pursuant to Section 18.1 of the Custodial and Paying Agency Agreement or, in the case of the Transferor, Section 7.4 of the Contribution Agreement (in each case with copies to such other Persons as specified therein); provided, however, that nothing contained in this Section 2.7(c) shall affect the right of any party to serve process in any other manner permitted by Law; and (d) Nothing in this Section 2.7 shall constitute consent to jurisdiction in any court by the FDIC, other than as expressly provided in Section 2.7(a)(iii) and Section 2.7(a)(iv), or in any way limit the FDIC’s right to remove, transfer, seek to dismiss, or otherwise respond to any suit, action, or proceeding against it in any forum.
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Samples: Agreement of Definitions
