Common use of Submission to Jurisdiction, Etc Clause in Contracts

Submission to Jurisdiction, Etc. The Borrowers hereby irrevocably agree that any legal action, suit or proceeding against the Borrowers with respect to the obligations and liabilities of the Borrowers hereunder or any other matter under or arising out of or in connection with this Loan Agreement, the Revolving Credit Notes, the Term Notes, the Mortgages, or any other Loan Document or for recognition or enforcement of any judgment rendered in any such action, suit or proceeding may be brought in the United States District Court of the Western District of Kentucky at Louisville, Kentucky or in the Jefferson County, Kentucky Circuit Court, as the Banks may elect, and, by execution and delivery of this Loan Agreement, the Borrowers hereby irrevocably accept and submit to the non-exclusive jurisdiction of each of the aforesaid courts in personam generally and unconditionally with respect to any such action, suit or proceeding involving the Borrowers and in respect of the Borrowers' property. The Borrowers further agree that final judgment against the Borrowers in any action, suit or proceeding referred to herein shall be conclusive after all appeals have been exhausted or waived by the Borrowers, and may thereafter be enforced in any other jurisdiction, within or outside the United States of America, by suit on the judgment, a certified or exemplified copy of which shall be conclusive evidence of the fact and of the amount of the Borrowers' obligations and liabilities. The Borrowers further irrevocably consent and agree to the service of any and all legal process, summons, notices and documents out of any of the aforesaid courts in any such action, suit or proceeding by mailing copies thereof by serving copies thereof upon any statutory agent for service of process of the Borrowers. The Borrowers agree that service upon the Borrowers as provided for herein shall constitute valid and effective personal service upon the Borrowers and that the failure of any statutory agent to give any notice of such service to the Borrowers shall not impair or affect in any way the validity of such service or any judgment rendered in any action or proceeding based thereon. Nothing herein shall, or shall be construed so as to, limit the right of the Banks to bring actions, suits or proceedings with respect to the obligations and liabilities of the Borrowers under, or any other matter arising out of or in connection with, this Loan Agreement, the Revolving Credit Notes, the Term Notes, the Security Agreements, the Mortgages and/or the other Loan Documents, or for recognition or enforcement of any judgment rendered in any such action, suit or proceeding, in the courts of whatever jurisdiction in which property of the Borrowers may be found or as otherwise shall to the Banks seem appropriate, or to affect the right to service of process in any jurisdiction in any manner permitted by law. In addition, the Borrowers hereby irrevocably and unconditionally waive any objection which the Borrowers may now or hereafter have to the laying of venue of any of the aforesaid actions, suits or proceedings arising out of or in connection with this Loan Agreement, the Revolving Credit Notes, the Term Notes, the Security Agreements, the Mortgages and/or the other Loan Documents brought in the Circuit Court of Jefferson County, Kentucky or in the United States District Court for the Western District of Kentucky at Louisville, Kentucky, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim that any such action, suit or proceeding brought in either such court has been brought in an inconvenient forum.

Submission to Jurisdiction, Etc. The Borrowers This lease shall be deemed to have been made in New York County, New York, and shall be construed in accordance with the laws of the State of New York. All actions or proceedings relating, directly or indirectly, to this lease shall be litigated only in courts located within the County of New York. Tenant, any guarantor of the performance of its obligations hereunder (“Guarantor”) and their successors and assigns hereby irrevocably agree that any legal action, suit or proceeding against the Borrowers with respect subject themselves to the obligations and liabilities of the Borrowers hereunder or any other matter under or arising out of or in connection with this Loan Agreement, the Revolving Credit Notes, the Term Notes, the Mortgages, or any other Loan Document or for recognition or enforcement jurisdiction of any judgment rendered in any state or federal court located within such actioncounty, suit or proceeding may be brought in waive the United States District Court of the Western District of Kentucky at Louisville, Kentucky or in the Jefferson County, Kentucky Circuit Court, as the Banks may elect, and, by execution and delivery of this Loan Agreement, the Borrowers hereby irrevocably accept and submit to the non-exclusive jurisdiction of each of the aforesaid courts in personam generally and unconditionally with respect to any such action, suit or proceeding involving the Borrowers and in respect of the Borrowers' property. The Borrowers further agree that final judgment against the Borrowers in any action, suit or proceeding referred to herein shall be conclusive after all appeals have been exhausted or waived by the Borrowers, and may thereafter be enforced in any other jurisdiction, within or outside the United States of America, by suit on the judgment, a certified or exemplified copy of which shall be conclusive evidence of the fact and of the amount of the Borrowers' obligations and liabilities. The Borrowers further irrevocably consent and agree to the personal service of any and all legal process, summons, notices and documents out of any of the aforesaid courts in any such action, suit or proceeding by mailing copies thereof by serving copies thereof process upon any statutory agent for service of process of the Borrowers. The Borrowers agree that service upon the Borrowers as provided for herein shall constitute valid and effective personal service upon the Borrowers and that the failure of any statutory agent to give any notice of such service to the Borrowers shall not impair or affect in any way the validity of such service or any judgment rendered them in any action or proceeding based thereontherein and consent that such process be served by certified or registered mail, return receipt request, directed to the Tenant and any successor at Tenant’s address hereinabove set forth, to Guarantor and any successor at the address set forth in the instrument of guaranty and to any assignee at the address set forth in the instrument of assignment. Nothing herein shallSuch service shall be deemed made two (2) days after such process is mailed. If (i) Landlord commences any action or proceeding against Tenant, or shall be construed so as to(ii) Landlord is required to defend any action or proceeding commenced by Tenant, limit the right of the Banks to bring actions, suits or proceedings with respect to the obligations and liabilities of the Borrowers under, or any other matter arising out of or in connection with, this Loan Agreement, the Revolving Credit Notes, the Term Notes, the Security Agreements, the Mortgages and/or the other Loan Documents, or for recognition or enforcement of any judgment rendered in any such action, suit or proceeding, in the courts of whatever jurisdiction in which property of the Borrowers may be found or as otherwise shall to the Banks seem appropriate, or to affect the right to service of process in any jurisdiction in any manner permitted by law. In addition, the Borrowers hereby irrevocably and unconditionally waive any objection which the Borrowers may now or hereafter have to the laying of venue of any of the aforesaid actions, suits or proceedings arising out of or in connection with this Loan Agreementlease and such action or proceeding is disposed of, by settlement, judgment or otherwise, favorably to Landlord, Landlord shall be entitled to recover from Tenant in such action or proceeding, or a subsequently commenced action or proceeding, landlord’s reasonable attorneys’ fees and disbursements incurred in connection with such action or proceeding and all prior and subsequent discussions and negotiations and correspondence relating thereto. If any monies owing by Tenant under this lease are paid more than fifteen (15) days after the Revolving Credit Notesdate such monies are payable pursuant to the provisions of tins lease, Tenant shall pay Landlord interest thereon, at the Term Notesthen maximum legal rate, the Security Agreements, the Mortgages and/or the other Loan Documents brought in the Circuit Court of Jefferson County, Kentucky or in the United States District Court for the Western District of Kentucky at Louisville, Kentucky, and hereby further irrevocably and unconditionally waives and agrees not period from the date such monies were payable to plead or claim that any the date such action, suit or proceeding brought in either such court has been brought in an inconvenient forummonies are paid.

Submission to Jurisdiction, Etc. (a) The Borrowers hereby irrevocably agree that any legal action, suit or proceeding against the Borrowers with respect to the obligations and liabilities of the Borrowers hereunder or any other matter under or arising out of or in connection with this Loan AgreementIssuer, the Revolving Credit NotesGuarantor, the Term NotesTrustee, the MortgagesPrincipal Paying Agent, or any other Loan Document or for recognition or enforcement of any judgment rendered in any such action, suit or proceeding may be brought in and the United States District Court of the Western District of Kentucky at Louisville, Kentucky or in the Jefferson County, Kentucky Circuit Court, as the Banks may elect, and, by execution and delivery of this Loan Agreement, the Borrowers hereby Luxembourg Paying Agent irrevocably accept and submit to the non-exclusive jurisdiction of each any court of the aforesaid courts State of New York or any United States Federal court sitting in personam generally the Xxx Xxxx xx Xxx Xxxx, Xxx Xxxx, Xxxxxx Xxxxxx, and unconditionally with respect to any such actionappellate court from any thereof, suit or proceeding involving the Borrowers and in respect of the Borrowers' property. The Borrowers further agree that final judgment against the Borrowers in any actionsuit, suit or proceeding referred to herein shall be conclusive after all appeals have been exhausted or waived by the Borrowers, and may thereafter be enforced in any other jurisdiction, within or outside the United States of America, by suit on the judgment, a certified or exemplified copy of which shall be conclusive evidence of the fact and of the amount of the Borrowers' obligations and liabilities. The Borrowers further irrevocably consent and agree to the service of any and all legal process, summons, notices and documents out of any of the aforesaid courts in any such action, suit or proceeding by mailing copies thereof by serving copies thereof upon any statutory agent for service of process of the Borrowers. The Borrowers agree that service upon the Borrowers as provided for herein shall constitute valid and effective personal service upon the Borrowers and that the failure of any statutory agent to give any notice of such service to the Borrowers shall not impair or affect in any way the validity of such service or any judgment rendered in any action or proceeding based thereon. Nothing herein shall, or shall be construed so as to, limit the right of the Banks to bring actions, suits or proceedings with respect to the obligations and liabilities of the Borrowers under, or any other matter arising out of this Indenture or in connection with, this Loan Agreement, the Revolving Credit Notes, Notes or the Term Notes, the Security Agreements, the Mortgages and/or the other Loan DocumentsGuaranty to which each is or is to be a party, or for recognition or enforcement of any judgment rendered in any such actionjudgment, suit or proceeding, in and the courts of whatever jurisdiction in which property of the Borrowers may be found or as otherwise shall to the Banks seem appropriate, or to affect the right to service of process in any jurisdiction in any manner permitted by law. In additionIssuer, the Borrowers Guarantor, the Trustee, the Principal Paying Agent, and the Luxembourg Paying Agent hereby irrevocably and unconditionally waive agree that all claims in respect of such action or proceeding may be heard and determined in any such court of the State of New York or, to the extent permitted by law, in such Federal court . The Issuer, the Guarantor, the Trustee, the Principal Paying Agent, and the Luxembourg Paying Agent irrevocably waive, to the fullest extent permitted by law, any objection which the Borrowers to any suit, action, or proceeding that may now or hereafter have to the laying of venue of any of the aforesaid actions, suits or proceedings arising out of or be brought in connection with this Loan AgreementIndenture in such courts whether on the grounds of venue, residence or domicile or on the Revolving Credit Notes, the Term Notes, the Security Agreements, the Mortgages and/or the other Loan Documents brought in the Circuit Court of Jefferson County, Kentucky or in the United States District Court for the Western District of Kentucky at Louisville, Kentucky, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim ground that any such actionsuit, suit action or proceeding brought in either such court has been brought in an inconvenient forum. The Issuer, the Guarantor, the Trustee, the Principal Paying Agent, and the Luxembourg Paying Agent agree that final judgment in any such suit, 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 Indenture, the Notes or the Guaranty shall affect any right that any party may otherwise have to bring any action or proceeding relating to this Indenture, the Notes or the Guaranty in the courts of any jurisdiction.

Submission to Jurisdiction, Etc. The Borrowers This lease shall be deemed to have been made in New York County, New York, and shall be construed in accordance with the laws of the State of New York. All actions or proceedings relating, directly or indirectly, to this lease shall be litigated only in courts located within the County of New York. Tenant, any guarantor of the performance of its obligations here under (“Guarantor”) and their successors and assigns hereby irrevocably agree that any legal action, suit or proceeding against the Borrowers with respect subject themselves to the obligations and liabilities of the Borrowers hereunder or any other matter under or arising out of or in connection with this Loan Agreement, the Revolving Credit Notes, the Term Notes, the Mortgages, or any other Loan Document or for recognition or enforcement jurisdiction of any judgment rendered in any state or federal court located within such actioncounty, suit or proceeding may be brought in waive the United States District Court of the Western District of Kentucky at Louisville, Kentucky or in the Jefferson County, Kentucky Circuit Court, as the Banks may elect, and, by execution and delivery of this Loan Agreement, the Borrowers hereby irrevocably accept and submit to the non-exclusive jurisdiction of each of the aforesaid courts in personam generally and unconditionally with respect to any such action, suit or proceeding involving the Borrowers and in respect of the Borrowers' property. The Borrowers further agree that final judgment against the Borrowers in any action, suit or proceeding referred to herein shall be conclusive after all appeals have been exhausted or waived by the Borrowers, and may thereafter be enforced in any other jurisdiction, within or outside the United States of America, by suit on the judgment, a certified or exemplified copy of which shall be conclusive evidence of the fact and of the amount of the Borrowers' obligations and liabilities. The Borrowers further irrevocably consent and agree to the personal service of any and all legal process, summons, notices and documents out of any of the aforesaid courts in any such action, suit or proceeding by mailing copies thereof by serving copies thereof process upon any statutory agent for service of process of the Borrowers. The Borrowers agree that service upon the Borrowers as provided for herein shall constitute valid and effective personal service upon the Borrowers and that the failure of any statutory agent to give any notice of such service to the Borrowers shall not impair or affect in any way the validity of such service or any judgment rendered them in any action or proceeding based thereontherein and consent that such process be served by certified or registered mail, return receipt request, directed to the Tenant and any successor at Tenant’s address hereinabove set forth, to Guarantor and any successor at the address set forth in the instrument of guaranty and to any assignee at the address set forth in the instrument of assignment. Nothing herein shallSuch service shall be deemed made two (2) days after such process is mailed. If (i) Landlord commences any action or proceeding against Tenant, or shall be construed so as to(ii) Landlord is required to defend any action or proceeding commenced by Tenant, limit the right of the Banks to bring actions, suits or proceedings with respect to the obligations and liabilities of the Borrowers under, or any other matter arising out of or in connection with, this Loan Agreement, the Revolving Credit Notes, the Term Notes, the Security Agreements, the Mortgages and/or the other Loan Documents, or for recognition or enforcement of any judgment rendered in any such action, suit or proceeding, in the courts of whatever jurisdiction in which property of the Borrowers may be found or as otherwise shall to the Banks seem appropriate, or to affect the right to service of process in any jurisdiction in any manner permitted by law. In addition, the Borrowers hereby irrevocably and unconditionally waive any objection which the Borrowers may now or hereafter have to the laying of venue of any of the aforesaid actions, suits or proceedings arising out of or in connection with this Loan Agreementlease and such action or proceeding is disposed of, by settlement, judgment or otherwise, favorably to Landlord, Landlord shall be entitled to recover from Tenant in such action or proceeding, or a subsequently commenced action or proceeding, landlord’s reasonable attorneys’ fees and disbursements incurred in connection with such action or proceeding and all prior and subsequent discussions and negotiations and correspondence relating thereto. If any monies owing by Tenant under this lease are paid more than fifteen (15) days after the Revolving Credit Notesdate such monies are payable pursuant to the provisions of this lease, Tenant shall pay Landlord interest thereon, at the Term Notesthen maximum legal rate, the Security Agreements, the Mortgages and/or the other Loan Documents brought in the Circuit Court of Jefferson County, Kentucky or in the United States District Court for the Western District of Kentucky at Louisville, Kentucky, and hereby further irrevocably and unconditionally waives and agrees not period from the date such monies were payable to plead or claim that any the date such action, suit or proceeding brought in either such court has been brought in an inconvenient forummonies are paid.

Submission to Jurisdiction, Etc. The Borrowers Borrower hereby irrevocably agree agrees that any legal action, suit or proceeding against the Borrowers Borrower with respect to the obligations and liabilities liabili- ties of the Borrowers Borrower hereunder or any other matter under or arising out of or in connection with this Loan Agreement, the Revolving Credit Notes, the Term Notes, the Mortgages, or any other Loan Document loan Agreement or for recognition or enforcement of any judgment rendered in any such action, suit or proceeding may be brought in the United States District Court of the Western District of Kentucky at Louisville, Kentucky or in the Jefferson County, Kentucky Circuit Courtcourts of the Common- wealth of Kentucky, as the Requisite Banks may elect, and, by execution exe- cution and delivery of this Loan Agreement, the Borrowers Borrower hereby irrevocably accept accepts and submit submits to the non-exclusive jurisdiction of each of the aforesaid courts in personam generally and unconditionally uncondi- tionally with respect to any such action, suit or proceeding involving in- volving the Borrowers Borrower and in respect of the Borrowers' Borrower's property. The Borrowers Borrower further agree agrees that final judgment against the Borrowers Bor- rower in any action, suit or proceeding referred to herein shall be conclusive after all appeals have been exhausted or waived by the BorrowersBorrower, and may thereafter be enforced in any other jurisdiction, within or outside the United States of America, by suit on the judgment, a certified or exemplified copy of which shall be conclusive conclu- sive evidence of the fact and of the amount of the Borrowers' obligations Borrower's obli- gations and liabilities. The Borrowers Borrower further irrevocably consent consents and agree agrees to the service of any and all legal process, summons, notices and documents out of any of the aforesaid courts in any such action, suit or proceeding by mailing copies thereof by regis- tered or certified air mail, postage prepaid, to the Borrower at the address set forth in Section 12.3 below or by serving copies thereof upon any statutory agent for service of process of the BorrowersBorrower. The Borrowers agree Borrower agrees that service upon the Borrowers Borrower as provided for herein shall constitute valid and effective personal service upon the Borrowers Borrower and that the failure of any statutory agent to give any notice of such service to the Borrowers Borrower shall not impair or affect in any way the validity of such service or any judgment rendered in any action or proceeding based thereon. Nothing Noth- ing herein shall, or shall be construed so as to, limit the right of the Banks to bring actions, suits or proceedings with respect to the obligations and liabilities of the Borrowers Borrower under, or any other matter arising out of or in connection with, this Loan Agreement, the Revolving Credit Notes, the Term Notes, the Security Agreements, the Mortgages Agreement and/or the other Loan DocumentsInstruments, or for recognition or enforcement enforce- ment of any judgment rendered in any such action, suit or proceedingproceed- ing, in the courts of whatever jurisdiction in which property of the Borrowers Borrower may be found or as otherwise shall to the Requisite Banks seem appropriate, or to affect the right rights to service of process in any jurisdiction in any manner permitted by law. In addition, the Borrowers Borrower hereby irrevocably and unconditionally waive waives any objection which the Borrowers Borrower may now or hereafter have to the laying of venue of any of the aforesaid actions, suits or proceedings arising out of or in connection with this Loan Agreement, the Revolving Credit Notes, the Term Notes, the Security Agreements, the Mortgages Agree- ment and/or the other Loan Documents Instruments brought in the Circuit Court of Jefferson County, Kentucky or in the United States District Court for the Western District of Kentucky at Louisville, Kentucky, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim that any such action, suit or proceeding brought in either such court has been brought in an inconvenient forum.

Submission to Jurisdiction, Etc. The Borrowers hereby irrevocably agree that any legal action, suit or proceeding against the Borrowers with respect to the obligations and liabilities of the Borrowers hereunder or any other matter under or arising out of or in connection with this Loan Agreement, the Revolving Credit Notes, the Term Notes, the Mortgages, Swing Line Note or any other Loan Document Instrument or for recognition or enforcement of any judgment rendered in any such action, suit or proceeding may be brought in the United States District Court of the Western District of Kentucky at Louisville, - 76 - 00 Xxxxxxx Xxxxxxxx xx Kentucky or in the Jefferson County, Kentucky Circuit Courtcourts of the Commonwealth of Kentucky, as the Banks may elect, and, by execution and delivery of this Loan Agreement, the Borrowers hereby irrevocably accept and submit to the non-exclusive jurisdiction of each of the aforesaid courts in personam generally and unconditionally with respect to any such action, suit or proceeding involving the Borrowers and in respect of the Borrowers' property. The Borrowers further agree that final judgment against the Borrowers in any action, suit or proceeding referred to herein shall be conclusive after all appeals have been exhausted or waived by the Borrowers, and may thereafter be enforced in any other jurisdiction, within or outside the United States of America, by suit on the judgment, a certified or exemplified copy of which shall be conclusive evidence of the fact and of the amount of the Borrowers' obligations and liabilities. The Borrowers further irrevocably consent and agree to the service of any and all legal process, summons, notices and documents out of any of the aforesaid courts in any such action, suit or proceeding by mailing copies thereof by registered or certified air mail, postage prepaid, to the Borrowers at the address set forth in Section 14 hereof or by serving copies thereof upon any statutory agent for service of process of the Borrowers. The Borrowers agree that service upon the Borrowers as provided for herein shall constitute valid and effective personal service upon the Borrowers and that the failure of any statutory agent to give any notice of such service to the Borrowers shall not impair or affect in any way the validity of such service or any judgment rendered in any action or proceeding based thereon. Nothing herein shall, or shall be construed so as to, limit the right of the Banks to bring actions, suits or proceedings with respect to the obligations and liabilities of the Borrowers under, or any other matter arising out of or in connection with, this Loan Agreement, the Revolving Credit Notes, the Term Notes, the Security Agreements, the Mortgages Swing Line Note and/or the other Loan DocumentsInstruments, or for recognition or enforcement of any judgment rendered in any such action, suit or proceeding, in the courts of whatever jurisdiction in which property of the Borrowers may be found or as otherwise shall to the Banks seem appropriate, or to affect the right to service of process in any jurisdiction in any manner permitted by law. In addition, the Borrowers hereby irrevocably and unconditionally waive any objection which the Borrowers may now or hereafter have to the laying of venue of any of the aforesaid actions, suits or proceedings arising out of or in connection with this Loan Agreement, the Revolving Credit Notes, the Term Notes, the Security Agreements, the Mortgages Swing Line Note and/or the other Loan Documents Instruments brought in the Circuit Court of Jefferson County, Kentucky or in the United States District Court for the Western District of Kentucky at Louisville, Kentucky, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim that any such action, suit or proceeding brought in either such court has been brought in an inconvenient forum.

Submission to Jurisdiction, Etc. The Borrowers hereby irrevocably agree that any legal action, suit or proceeding against the Borrowers with respect to the obligations and liabilities of the Borrowers hereunder or any other matter under or arising out of or in connection with this Loan Agreement, the Revolving Credit Notes, the Term Notes, the Mortgages, Swing Line Note or any other Loan Document Instrument or for recognition or enforcement of any judgment rendered in any such action, suit or proceeding may be brought in the United States District Court of the Western District of Kentucky at Louisville, Kentucky or in the Jefferson County, Kentucky Circuit Courtcourts of the Commonwealth of Kentucky, as the Banks may elect, and, by execution and delivery of this Loan Agreement, the Borrowers hereby irrevocably accept and submit to the non-exclusive jurisdiction of each of the aforesaid courts in personam IN PERSONAM generally and unconditionally with respect to any such action, suit or proceeding involving the Borrowers and in respect of the Borrowers' property. The Borrowers further agree that final judgment against the Borrowers in any action, suit or proceeding referred to herein shall be conclusive after all appeals have been exhausted or waived by the Borrowers, and may thereafter be enforced in any other jurisdiction, within or outside the United States of America, by suit on the judgment, a certified or exemplified copy of which shall be conclusive evidence of the fact and of the amount of the Borrowers' obligations and liabilities. The Borrowers further irrevocably consent and agree to the service of any and all legal process, summons, notices and documents out of any of the aforesaid courts in any such action, suit or proceeding by mailing copies thereof by registered or certified air mail, postage prepaid, to the Borrowers at the address set forth in Section 14 hereof or by serving copies thereof upon any statutory agent for service of process of the Borrowers. The Borrowers agree that service upon the Borrowers as provided for herein shall constitute valid and effective personal service upon the Borrowers and that the failure of any statutory agent to give any notice of such service to the Borrowers shall not impair or affect in any way the validity of such service or any judgment rendered in any action or proceeding based thereon. Nothing herein shall, or shall be construed so as to, limit the right of the Banks to bring actions, suits or proceedings with respect to the obligations and liabilities of the Borrowers under, or any other matter arising out of or in connection with, this Loan Agreement, the Revolving Credit Notes, the Term Notes, the Security Agreements, the Mortgages Swing Line Note and/or the other Loan DocumentsInstruments, or for recognition or enforcement of any judgment rendered in any such action, suit or proceeding, in the courts of whatever jurisdiction in which property of the Borrowers may be found or as otherwise shall to the Banks seem appropriate, or to affect the right to service of process in any jurisdiction in any manner permitted by law. In addition, the Borrowers hereby irrevocably and unconditionally waive any objection which the Borrowers may now or hereafter have to the laying of venue of any of the aforesaid actions, suits or proceedings arising out of or in connection with this Loan Agreement, the Revolving Credit Notes, the Term Notes, the Security Agreements, the Mortgages Swing Line Note and/or the other Loan Documents Instruments brought in the Circuit Court of Jefferson County, Kentucky or in the United States District Court for the Western District of Kentucky at Louisville, Kentucky, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim that any such action, suit or proceeding brought in either such court has been brought in an inconvenient forum.

Submission to Jurisdiction, Etc. The Borrowers Borrower hereby irrevocably agree agrees that any legal action, suit or proceeding against the Borrowers Borrower with respect to the obligations and liabilities liabili-ties of the Borrowers Borrower hereunder or any other matter under or arising out of or in connection with this Loan Agreement, the Revolving Credit Notes, the Term Notes, the Mortgages, or any other Loan Document or for recognition or enforcement of any judgment rendered in any such action, suit or proceeding may be brought in the United States District Court of the Western District of Kentucky at Louisville, Kentucky or in the Jefferson County, Kentucky Circuit Court, as the Banks may elect, and, by execution and delivery of this Loan Agreement, the Borrowers Borrower hereby irrevocably accept accepts and submit submits to the non-exclusive jurisdiction of each of the aforesaid courts in personam generally and unconditionally uncondi-tionally with respect to any such action, suit or proceeding involving in-volving the Borrowers Borrower and in respect of the Borrowers' Borrower's property. The Borrowers Borrower further agree agrees that final judgment against the Borrowers Borrower in any action, suit or proceeding referred to herein shall be conclusive after all appeals have been exhausted or waived by the BorrowersBorrower, and may thereafter be enforced in any other jurisdiction, within or outside the United States of America, by suit on the judgmentjudg-ment, a certified or exemplified copy of which shall be conclusive evidence of the fact and of the amount of the Borrowers' obligations Borrower's obliga-tions and liabilities. The Borrowers Borrower further irrevocably consent consents and agree agrees to the service of any and all legal process, summons, notices and documents out of any of the aforesaid courts in any such action, suit or proceeding by mailing copies thereof by serving copies thereof upon any statutory agent for service of process of the BorrowersBorrower. The Borrowers agree Borrower agrees that service upon the Borrowers Borrower as provided for herein shall constitute valid and effective personal service upon the Borrowers Borrower and that the failure of any statutory agent to give any notice of such service to the Borrowers Borrower shall not impair or affect in any way the validity of such service or any judgment rendered in any action or proceeding based thereon. Nothing Noth-ing herein shall, or shall be construed so as to, limit the right of the Banks to bring actions, suits or proceedings with respect to the obligations and liabilities of the Borrowers Borrower under, or any other matter arising out of or in connection with, this Loan Agreement, the Revolving Credit Notes, the Term Notes, the Security Agreements, the Mortgages Negative Pledge Agreement and/or the other Loan Documents, or for recognition or enforcement of any judgment rendered in any such action, suit or proceeding, in the courts of whatever jurisdiction in which property of the Borrowers Borrower may be found or as otherwise shall to the Banks seem appropriate, or to affect the right to service of process in any jurisdiction in any manner permitted by law. In addition, the Borrowers Borrower hereby irrevocably irrevoc-ably and unconditionally waive waives any objection which the Borrowers Borrower may now or hereafter have to the laying of venue of any of the aforesaid actions, suits or proceedings arising out of or in connection con-nection with this Loan Agreement, the Revolving Credit Notes, the Term Notes, the Security Agreements, the Mortgages Negative Pledge Agreement and/or the other Loan Documents brought in the Circuit Court of Jefferson County, Kentucky or in the United States District Dis-trict Court for the Western District of Kentucky at Louisville, Kentucky, and hereby further fur-ther irrevocably and unconditionally waives and agrees not to plead or claim that any such action, suit or proceeding brought in either such court has been brought in an inconvenient forum.

Submission to Jurisdiction, Etc. The Borrowers Company and each Selling Shareholder hereby irrevocably agree that any legal action, suit or proceeding against the Borrowers with respect to the obligations and liabilities of the Borrowers hereunder or any other matter under or arising out of or in connection with this Loan Agreement, the Revolving Credit Notes, the Term Notes, the Mortgages, or any other Loan Document or for recognition or enforcement of any judgment rendered in any such action, suit or proceeding may be brought in the United States District Court of the Western District of Kentucky at Louisville, Kentucky or in the Jefferson County, Kentucky Circuit Court, as the Banks may elect, and, by execution and delivery of this Loan Agreement, the Borrowers hereby irrevocably accept and submit submits to the non-exclusive jurisdiction of each of the aforesaid U.S. federal and New York state courts in personam generally and unconditionally with respect to the Borough of Manhattan, The City of New York in any such action, suit or proceeding involving the Borrowers and in respect of the Borrowers' property. The Borrowers further agree that final judgment against the Borrowers in any action, suit or proceeding referred to herein shall be conclusive after all appeals have been exhausted or waived by the Borrowers, and may thereafter be enforced in any other jurisdiction, within or outside the United States of America, by suit on the judgment, a certified or exemplified copy of which shall be conclusive evidence of the fact and of the amount of the Borrowers' obligations and liabilities. The Borrowers further irrevocably consent and agree to the service of any and all legal process, summons, notices and documents out of any of the aforesaid courts in any such action, suit or proceeding by mailing copies thereof by serving copies thereof upon any statutory agent for service of process of the Borrowers. The Borrowers agree that service upon the Borrowers as provided for herein shall constitute valid and effective personal service upon the Borrowers and that the failure of any statutory agent to give any notice of such service to the Borrowers shall not impair or affect in any way the validity of such service or any judgment rendered in any action or proceeding based thereon. Nothing herein shall, or shall be construed so as to, limit the right of the Banks to bring actions, suits or proceedings with respect to the obligations and liabilities of the Borrowers under, or any other matter arising out of or in connection with, relating to this Loan Agreement, Agreement or the Revolving Credit Notes, the Term Notes, the Security Agreements, the Mortgages and/or the other Loan Documents, or for recognition or enforcement of any judgment rendered in any such action, suit or proceeding, in the courts of whatever jurisdiction in which property of the Borrowers may be found or as otherwise shall to the Banks seem appropriate, or to affect the right to service of process in any jurisdiction in any manner permitted by lawtransactions contemplated hereby. In addition, the Borrowers The parties hereby irrevocably and unconditionally waive any objection which the Borrowers may now or hereafter have to the laying of venue of any of the aforesaid actionslawsuit, suits action or proceedings arising out of or other proceeding in connection with this Loan Agreement, the Revolving Credit Notes, the Term Notes, the Security Agreements, the Mortgages and/or the other Loan Documents brought in the Circuit Court of Jefferson County, Kentucky or in the United States District Court for the Western District of Kentucky at Louisville, Kentuckysuch courts, and hereby further irrevocably and unconditionally waives waive and agrees agree not to plead or claim in any such court that any such actionlawsuit, suit action or other proceeding brought in either any such court has been brought in an inconvenient forum. The Company irrevocably appoints ZIM American Integrated Shipping Services Company, LLC, as its authorized agent in the Borough of Manhattan, The City of New York, New York upon which process may be served in any such suit or proceeding, and agrees that service of process upon such agent, and written notice of said service to the Company by the person serving the same to the address provided in Section 17 shall be deemed in every respect effective service of process upon the Company in any such suit or proceeding. Each of the Selling Shareholders irrevocably appoints ZIM American Integrated Shipping Services Company, LLC, as its authorized agent in the Borough of Manhattan, The City of New York, New York upon which process may be served in any such suit or proceeding, and agrees that service of process upon such agent, and written notice of said service to such Selling Shareholder by the person serving the same to the address provided in Section 17 shall be deemed in every respect effective service of process upon such Selling Shareholder in any such suit or proceeding. The Company and each Selling Shareholder further agree to take any and all actions as may be necessary to maintain such designation and appointment of such agents in full force and effect for a period of seven years from the date of this Agreement.

Submission to Jurisdiction, Etc. The Borrowers Borrower hereby irrevocably agree ------------------------------- agrees that any legal action, suit or proceeding against the Borrowers Borrower with respect to the obligations and liabilities of the Borrowers Borrower hereunder or any other matter under or arising out of or in connection with this Loan Agreement, the Revolving Credit Notes, the Term Notes, the Mortgages, or any other Loan Document or for recognition or enforcement of any judgment rendered in any such action, suit or proceeding may be brought in the United States District Court of the Western District of Kentucky at Louisville, Kentucky or in the Jefferson County, Kentucky Circuit Court, as the Banks may elect, and, by execution and delivery of this Loan Agreement, the Borrowers Borrower hereby irrevocably accept accepts and submit submits to the non-non- exclusive jurisdiction of each of the aforesaid courts in personam generally and -- -------- unconditionally with respect to any such action, suit or proceeding involving the Borrowers Borrower and in respect of the Borrowers' Borrower's property. The Borrowers Borrower further agree agrees that final judgment against the Borrowers Borrower in any action, suit or proceeding referred to herein shall be conclusive after all appeals have been exhausted or waived by the BorrowersBorrower, and may thereafter be enforced in any other jurisdiction, within or outside the United States of America, by suit on the judgment, a certified or exemplified copy of which shall be conclusive evidence of the fact and of the amount of the Borrowers' Borrower's obligations and liabilities. The Borrowers Borrower further irrevocably consent consents and agree agrees to the service of any and all legal process, summons, notices and documents out of any of the aforesaid courts in any such action, suit or proceeding by mailing copies thereof by serving copies thereof upon any statutory agent for service of process of the BorrowersBorrower. The Borrowers agree Borrower agrees that service upon the Borrowers Borrower as provided for herein shall constitute valid and effective personal service upon the Borrowers Borrower and that the failure of any statutory agent to give any notice of such service to the Borrowers Borrower shall not impair or affect in any way the validity of such service or any judgment rendered in any action or proceeding based thereon. Nothing herein shall, or shall be construed so as to, limit the right of the Banks to bring actions, suits or proceedings with respect to the obligations and liabilities of the Borrowers Borrower under, or any other matter arising out of or in connection with, this Loan Agreement, the Revolving Credit Notes, the Term Notes, the Security Agreements, the Mortgages Negative Pledge Agreement and/or the other Loan Documents, or for recognition or enforcement of any judgment rendered in any such action, suit or proceeding, in the courts of whatever jurisdiction in which property of the Borrowers Borrower may be found or as otherwise shall to the Banks seem appropriate, or to affect the right to service of process in any jurisdiction in any manner permitted by law. In addition, the Borrowers Borrower hereby irrevocably and unconditionally waive waives any objection which the Borrowers Borrower may now or hereafter have to the laying of venue of any of the aforesaid actions, suits or proceedings arising out of or in connection with this Loan Agreement, the Revolving Credit Notes, the Term Notes, the Security Agreements, the Mortgages Negative Pledge Agreement and/or the other Loan Documents brought in the Circuit Court of Jefferson County, Kentucky or in the United States District Court for the Western District of Kentucky at Louisville, Kentucky, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim that any such action, suit or proceeding brought in either such court has been brought in an inconvenient forum.