Common use of Jurisdiction, Etc Clause in Contracts

Jurisdiction, Etc. (a) Each of the parties hereto hereby irrevocably and unconditionally agrees that it will not commence any action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, against the Administrative Agent, any Lender, or any Related Party of the foregoing in any way relating to this Agreement 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. The Company hereby further irrevocably consents to the service of process in any action or proceeding in such courts by the mailing thereof by any parties hereto by registered or certified mail, postage prepaid, to the Company at its address specified pursuant to Section 9.02. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that any party may otherwise have to serve legal process in any other manner permitted by law or to bring any action or proceeding relating to this Agreement or the Notes in the courts of any jurisdiction.

Jurisdiction, Etc. (a) Each of the parties hereto hereby irrevocably and unconditionally agrees that it will not commence any action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, against the Administrative Agent, any Lender, Lender 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. The Company hereby further irrevocably consents to the service of process in any action or proceeding in such courts by the mailing thereof by any parties hereto by registered or certified mail, postage prepaid, to the Company at its address specified pursuant to Section 9.02. Each of the parties hereto agrees that a final judgment in any such action 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 any party hereto may otherwise have to serve legal process in any other manner permitted by law or to bring any action or proceeding to enforce a judgment relating to this Agreement or the Notes any other Loan Document against any other party hereto or its properties in the courts of any jurisdiction.

Jurisdiction, Etc. (a) Each of the parties hereto hereby irrevocably and unconditionally agrees that it will not commence any actionsubmits, litigation or proceeding for itself and its property, to the nonexclusive jurisdiction of any kind New York State court or description, whether in law or equity, whether in contract or in tort or otherwise, against the Administrative Agent, any Lender, or any Related Party federal court of the foregoing in any way relating to this Agreement or the transactions relating hereto or thereto, in any forum other than the courts United States of the State of New York America sitting in New York County, and of the United States District Court of the Southern District of New YorkCity, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or the Notes, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally submits to the jurisdiction of such courts and agrees that all claims in respect of any such action, litigation action or proceeding may be heard and determined in any such New York State court or, to the fullest extent permitted by applicable law, in such federal court. Each Designated Subsidiary hereby agrees that service of process in any such action or proceeding brought in the any such New York State court or in such federal court may be made upon the Company at its address set forth in Section 9.02 and each such Borrower hereby irrevocably appoints the Company its authorized agent to accept such service of process, and agrees that the failure of the Company to give any notice of any such service shall not impair or affect the validity of such service or of any judgment rendered in any action or proceeding based thereon. The Company hereby further irrevocably consents to the service of process in any action or proceeding in such courts by the mailing thereof by any parties hereto by registered or certified mail, postage prepaid, to the Company at its address specified pursuant to Section 9.02. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that any party may otherwise have to serve legal process in any other manner permitted by law or to bring any action or proceeding relating to this Agreement or the Notes in the courts of any jurisdiction.

Jurisdiction, Etc. (a) Each of the parties hereto hereby irrevocably and unconditionally agrees that it will not commence any actionsubmits, litigation or proceeding for itself and its property, to the nonexclusive jurisdiction of any kind New York State court or description, whether in law or equity, whether in contract or in tort or otherwise, against the Administrative Agent, any Lender, or any Related Party federal court of the foregoing in any way relating to this Agreement or the transactions relating hereto or thereto, in any forum other than the courts United States of the State of New York America sitting in New York County, and of the United States District Court of the Southern District of New YorkCity, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or any of the other Loan Documents to which it is a party, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally submits to the jurisdiction of such courts and agrees that all claims in respect of any such action, litigation action or proceeding may be heard and determined in any such New York State court or, to the fullest extent permitted by applicable law, in such federal court. The Company hereby further Each Borrower irrevocably consents to the service of any and all process in any such action or proceeding in such courts by the mailing thereof by any parties hereto of copies of such process by registered or certified mail (or any substantially similar form of mail), postage prepaid, to the Company such Borrower at its address specified pursuant in Section 9.02 and agrees that nothing herein shall affect the right to Section 9.02effect service of process in any other manner permitted by law or shall limit the right to xxx in any other jurisdiction. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that any party may otherwise have to serve legal process in any other manner permitted by law or to bring any action or proceeding relating to this Agreement or any of the Notes other Loan Documents in the courts of any jurisdiction.

Jurisdiction, Etc. (a) Each of the parties hereto hereby irrevocably and unconditionally agrees that it will not commence any actionsubmits, litigation or proceeding for itself and its property, to the nonexclusive jurisdiction of any kind New York State court or description, whether in law or equity, whether in contract or in tort or otherwise, against the Administrative Agent, any Lender, or any Related Party federal court of the foregoing in any way relating to this Agreement or the transactions relating hereto or thereto, in any forum other than the courts United States of the State of New York America sitting in New York County, and of the United States District Court of the Southern District of New YorkCity, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or the Notes, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally submits to the jurisdiction of such courts and agrees that all claims in respect of any such action, litigation action or proceeding may be heard and determined in any such New York State court or, to the fullest extent permitted by applicable law, in such federal court. The Company Borrower hereby further irrevocably consents to the agrees that service of process in any such action or proceeding brought in any such New York State court or in such courts by the mailing thereof by any parties hereto by registered or certified mail, postage prepaid, to the Company federal court may be made upon CT Corporation System at its address specified pursuant offices at 0000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (the “Process Agent”) and the Borrower hereby irrevocably appoints the Process Agent its authorized agent to Section 9.02accept such service of process, and agrees that the failure of the Process Agent to give any notice of any such service shall not impair or affect the validity of such service or of any judgment rendered in any action or proceeding based thereon. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that any party may otherwise have to serve legal process in any other manner permitted by law or to bring any action or proceeding relating to this Agreement or the Notes in the courts of any jurisdiction.

Jurisdiction, Etc. (a) Each of the parties hereto hereby irrevocably and unconditionally agrees that it will submits, for itself and its property, to the nonexclusive jurisdiction of the Bankruptcy Court and, if the Bankruptcy Court does not commence any action, litigation have or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, against the Administrative Agentabstains from jurisdiction, any Lender, New York State court or any Related Party federal court of the foregoing in any way relating to this Agreement or the transactions relating hereto or thereto, in any forum other than the courts United States of the State of New York America sitting in New York County, and of the United States District Court of the Southern District of New YorkCity, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or any of the other Loan Documents to which it is a party, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally submits to the jurisdiction of such courts and agrees that all claims in respect of any such action, litigation action or proceeding may be heard and determined in any such New York State court or, to the fullest extent permitted by applicable law, in such federal court. The Company hereby further Borrower irrevocably consents to the service of any and all process in any such action or proceeding in such courts by the mailing thereof by any parties hereto of copies of such process by registered or certified mail (or any substantially similar form of mail), postage prepaid, to the Company Borrower at its address specified pursuant in Section 8.02 and agrees that nothing herein shall affect the right to Section 9.02effect service of process in any other manner permitted by law or shall limit the right to xxx in any other jurisdiction. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that any party may otherwise have to serve legal process in any other manner permitted by law or to bring any action or proceeding relating to this Agreement or any of the Notes other Loan Documents in the courts of any jurisdiction.

Jurisdiction, Etc. (a) Each of the parties hereto hereby The Borrower irrevocably and unconditionally agrees that it will not commence any action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, against the Administrative Agent, any Lender, Lender or any Related Party of the foregoing in any way relating to this Agreement or any Note 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 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 may be heard and determined in such New York State court or, to the fullest extent permitted by applicable law, in such federal court. The Company hereby further irrevocably consents to the service of process in any action or proceeding in such courts by the mailing thereof by any parties hereto by registered or certified mail, postage prepaid, to the Company at its address specified pursuant to Section 9.02. Each of the parties hereto agrees that a final judgment in any such action 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 Note shall affect any right that the Agent or any party Lender or may otherwise have to serve legal process in any other manner permitted by law or to bring any action or proceeding relating to this Agreement or any Note against the Notes Borrower or its properties in the courts of any jurisdiction.

Jurisdiction, Etc. (a) Each of the parties hereto The Pledgor hereby irrevocably and unconditionally agrees that it will not commence any actionsubmits, litigation or proceeding for himself and his property and assets, to the nonexclusive jurisdiction of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, against the Administrative Agent, any Lender, New York state court or any Related Party federal court of the foregoing in any way relating to this Agreement or the transactions relating hereto or thereto, in any forum other than the courts United States of the State of New York America sitting in New York CountyCity, and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, and each in any action or proceeding arising out of or relating to this Agreement or any of the parties hereto other Collateral Documents to which he is a party, or for recognition or enforcement of any judgment in respect thereof, and the Pledgor hereby irrevocably and unconditionally submits to the jurisdiction of such courts and agrees that all claims in respect of any such action, litigation action or proceeding may be heard and determined in any such New York State state court or, to the fullest extent permitted by applicable law, in any such federal court. The Company Pledgor hereby further irrevocably consents to the service of copies of any summons and complaint and any other process which may be served in any such action or proceeding in such courts by the mailing thereof by any parties hereto by registered or certified mail, postage prepaidreturn receipt requested, or by delivering a copy of such process to the Company Pledgor, at its his address specified pursuant referred to in Section 9.0213, or by any other method permitted by applicable law. Each of the parties hereto The Pledgor hereby agrees that a final judgment in any such 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 applicable law. Nothing in this Agreement shall affect any right that the Collateral Agent or any party of the other Secured Parties may otherwise have to serve legal process in any other manner permitted by law or to bring any action or proceeding relating to this Agreement or any of the Notes other Collateral Documents to which he is a party in the courts of any jurisdiction.

Jurisdiction, Etc. (a) Each of the parties hereto hereby irrevocably and unconditionally agrees that it will not commence any actionsubmits, litigation or proceeding for itself and its property, to the nonexclusive jurisdiction of any kind New York State court or description, whether in law or equity, whether in contract or in tort or otherwise, against the Administrative Agent, any Lender, or any Related Party federal court of the foregoing in any way relating to this Agreement or the transactions relating hereto or thereto, in any forum other than the courts United States of the State of New York America sitting in New York County, and of the United States District Court of the Southern District of New YorkCity, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or the Notes, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally submits to the jurisdiction of such courts and agrees that all claims in respect of any such action, litigation action or proceeding may be heard and determined in any such New York State court or, to the fullest extent permitted by applicable law, in such federal court. The Company Each of the Loan Parties hereby further irrevocably consents to the agrees that service of process in any such action or proceeding brought in any such New York State court or in such courts by the mailing thereof by any parties hereto by registered or certified mail, postage prepaid, to the Company federal court may be made upon CT Corporation System at its address specified pursuant offices at 100 Xxxxxx Xxxxxx, 13th Floor, New York, N.Y. 10011 (the “Process Agent”) and each Loan Party hereby irrevocably appoints the Process Agent its authorized agent to Section 9.02accept such service of process, and agrees that the failure of the Process Agent to give any notice of any such service shall not impair or affect the validity of such service or of any judgment rendered in any action or proceeding based thereon. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that any party may otherwise have to serve legal process in any other manner permitted by law or to bring any action or proceeding relating to this Agreement or the Notes in the courts of any jurisdiction.

Jurisdiction, Etc. (a) Each of the parties hereto hereby irrevocably and unconditionally agrees that it will not commence any actionsubmits, litigation or proceeding for itself and its property, to the nonexclusive jurisdiction of any kind New York State court or description, whether in law or equity, whether in contract or in tort or otherwise, against the Administrative Agent, any Lender, or any Related Party federal court of the foregoing in any way relating to this Agreement or the transactions relating hereto or thereto, in any forum other than the courts United States of the State of New York America sitting in New York County, and of the United States District Court of the Southern District of New YorkCity, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or the Notes, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally submits to the jurisdiction of such courts and agrees that all claims in respect of any such action, litigation action or proceeding may be heard and determined in any such New York State court or, to the fullest extent permitted by applicable law, in such federal court. The Company Each Designated Subsidiary hereby agrees that service of process in any such action or proceeding brought in the any such New York State court or in such federal court may be made upon the Guarantor at its address set forth in Section 9.02 and each such Borrower hereby irrevocably appoints the Guarantor its authorized agent to accept such service of process, and agrees that the failure of the Guarantor to give any notice of any such service shall not impair or affect the validity of such service or of any judgment rendered in any action or proceeding based thereon. Each Loan Party hereby further irrevocably consents to the service of process in any action or proceeding in such courts by the mailing thereof by any parties hereto by registered or certified mail, postage prepaid, to the Company such Loan Party at its address specified pursuant to Section 9.02. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that any party may otherwise have to serve legal process in any other manner permitted by law or to bring any action or proceeding relating to this Agreement or the Notes in the courts of any jurisdiction.

Jurisdiction, Etc. (a) Each of the parties hereto hereby irrevocably and unconditionally agrees that it will not commence any actionsubmits, litigation or proceeding for itself and its property, to the nonexclusive jurisdiction of any kind New York State court or description, whether in law or equity, whether in contract or in tort or otherwise, against the Administrative Agent, any Lender, or any Related Party federal court of the foregoing in any way relating to this Agreement or the transactions relating hereto or thereto, in any forum other than the courts United States of the State of New York America sitting in New York County, and of the United States District Court of the Southern District of New YorkCity, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or the Notes, or for recognition or enforcement of any judgment arising out of or relating to this Agreement or any Notes, and each of the parties hereto hereby irrevocably and unconditionally submits to the jurisdiction of such courts and agrees that all claims in respect of any such action, litigation action or proceeding may be heard and determined in any such New York State court or, to the fullest extent permitted by applicable law, in such federal court. The Company Borrower hereby further irrevocably consents to the service of process in any action or proceeding in such courts by the mailing thereof by any parties hereto by registered or certified mail, postage prepaid, to the Company Borrower at its address specified pursuant to Section 9.028.02, with a copy to Xxxxxxx Xxxxxxxxx, Esq. at 000 Xxxx 000xx Xxxxxx, 0xx Xxxxx, Xxxxxxxx Xxxx, XX 00000-0000, (Telecopier: 913 523-9825). Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that any party may otherwise have to serve legal process in any other manner permitted by law or to bring any action or proceeding relating to this Agreement or the Notes in the courts of any jurisdiction.

Jurisdiction, Etc. (a) Each of the parties hereto hereby irrevocably and unconditionally agrees that it will not commence any actionsubmits, litigation or proceeding for itself and its property, to the nonexclusive jurisdiction of any kind New York State court or description, whether in law or equity, whether in contract or in tort or otherwise, against the Administrative Agent, any Lender, or any Related Party federal court of the foregoing in any way relating to this Agreement or the transactions relating hereto or thereto, in any forum other than the courts United States of the State of New York America sitting in New York County, and of the United States District Court of the Southern District of New YorkCity, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or any of the other Loan Documents to which it is a party, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally submits to the jurisdiction of such courts and agrees that all claims in respect of any such action, litigation action or proceeding may be heard and determined in any such New York State court or, to the fullest extent permitted by applicable law, in such federal court. The Company hereby further irrevocably consents to the service of process in any action or proceeding in such courts by the mailing thereof by any parties hereto by registered or certified mail, postage prepaid, to the Company at its address specified pursuant to Section 9.02. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that any party may otherwise have to serve legal process in any other manner permitted by law or to bring any action or proceeding relating to this Agreement or any of the Notes other Loan Documents in the courts of any jurisdiction. (b) Each of the parties hereto irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any of the other Loan Documents to which it is a party in any New York State or federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. SECTION 10.09.

Jurisdiction, Etc. (a) Each of the parties hereto hereby irrevocably and unconditionally agrees that it will not commence any actionsubmits, litigation or proceeding for itself and its property, to the nonexclusive jurisdiction of any kind New York State court or description, whether in law or equity, whether in contract or in tort or otherwise, against the Administrative Agent, any Lender, or any Related Party federal court of the foregoing in any way relating to this Agreement or the transactions relating hereto or thereto, in any forum other than the courts United States of the State of New York America sitting in New York County, and of the United States District Court of the Southern District of New YorkCity, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, the Notes or the other Loan Documents to which it is a party, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally submits to the jurisdiction of such courts and agrees that all claims in respect of any such action, litigation action or proceeding may be heard and determined in any such New York State court or, to the fullest extent permitted by applicable law, in such federal court. The Company hereby further irrevocably consents to the service of process in any action or proceeding in such courts by the mailing thereof by any parties hereto by registered or certified mail, postage prepaid, to the Company at its address specified pursuant to Section 9.02. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that any party may otherwise have to serve legal process in any other manner permitted by law or to bring any action or proceeding relating to this Agreement Agreement, the Notes or the Notes other Loan Documents to which it is a party in the courts of any jurisdiction, except that each of the Loan Parties agrees that (i) it will not bring any such action or proceeding in any court other than New York Courts (it being acknowledged and agreed by the parties hereto that any other forum would be inconvenient and inappropriate in view of the fact that more of the Lenders who would be affected by any such action or proceeding have contacts with the State of New York than any other jurisdiction), and (ii) in any such action or proceeding brought against any Loan Party in any other court, it will not assert any cross-claim, counterclaim or setoff, or seek any other affirmative relief, except to the extent that the failure to assert the same will preclude such Loan Party from asserting or seeking the same in the New York Courts.

Jurisdiction, Etc. (a) Each of the parties hereto hereby irrevocably and unconditionally agrees that it will not commence any action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, against the Administrative Agent, any Lender, Lender or any Related Party of the foregoing in any way relating to this Term Loan Agreement or any Note or the Transactions or other 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 Term Loan Agreement or in any Note shall affect any right that the Agent or any Lender or may otherwise have to bring any action or proceeding relating to this Term Loan Agreement or any Note against the Borrower or its properties in the courts of any jurisdiction. The Company Borrower hereby further irrevocably consents to the service of process in any action or proceeding in such courts by the mailing thereof by any parties hereto by registered or certified mail, postage prepaid, to the Company Borrower at its address specified pursuant to Section 9.028.02. Each of the parties hereto agrees that a final judgment in any such 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 Term Loan Agreement shall affect any right that any party may otherwise have to serve legal process in any other manner permitted by law or to bring any action or proceeding relating to this Term Loan Agreement or the Notes in the courts of any jurisdiction.

Jurisdiction, Etc. Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of any New York State court or federal court of the United States of America sitting in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or the Notes or CAF Notes (a) Each if any), or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that it will not commence any action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, against the Administrative Agent, any Lender, or any Related Party of the foregoing in any way relating to this Agreement 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 action or proceeding may be heard and determined in any such New York State court or, to the fullest extent permitted by applicable law, in such federal court. The Company hereby further irrevocably consents to the service of process in any action or proceeding in such courts by the mailing thereof by any parties hereto by registered or certified mail, postage prepaid, to the Company at its address specified pursuant to Section 9.02. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that any party may otherwise have to serve legal process in any other manner permitted by law or to bring any action or proceeding relating to this Agreement or the Notes or CAF Notes (if any) in the courts of any jurisdiction. Each of the parties hereto irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or the Notes or CAF Notes (if any) in any New York State or federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

Jurisdiction, Etc. (a) Each of the parties hereto hereby irrevocably and unconditionally agrees that it will not commence any action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, against the Administrative Agent, any Lender, Lender or any Related Party of the foregoing in any way relating to this Bridge Agreement or any Note or the Transactions or other 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 Bridge Agreement or in any Note shall affect any right that the Agent or any Lender or may otherwise have to bring any action or proceeding relating to this Bridge Agreement or any Note against the Borrower or its properties in the courts of any jurisdiction. The Company Borrower hereby further irrevocably consents to the service of process in any action or proceeding in such courts by the mailing thereof by any parties hereto by registered or certified mail, postage prepaid, to the Company Borrower at its address specified pursuant to Section 9.028.02. Each of the parties hereto agrees that a final judgment in any such 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 Bridge Agreement shall affect any right that any party may otherwise have to serve legal process in any other manner permitted by law or to bring any action or proceeding relating to this Bridge Agreement or the Notes in the courts of any jurisdiction.

Jurisdiction, Etc. (at) Each of the parties hereto hereby irrevocably and unconditionally agrees that it will not commence any actionsubmits, litigation or proceeding for itself and its property, to the nonexclusive jurisdiction of any kind New York State court or description, whether in law or equity, whether in contract or in tort or otherwise, against the Administrative Agent, any Lender, or any Related Party Federal court of the foregoing in any way relating to this Agreement or the transactions relating hereto or thereto, in any forum other than the courts United States of the State of New York America sitting in New York County, and of the United States District Court of the Southern District of New YorkCity, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally submits to the jurisdiction of such courts and agrees that all claims in respect of any such action, litigation action or proceeding may be heard and determined in any such New York State court or, to the fullest extent permitted by applicable law, in such federal Federal court. The Company hereby further irrevocably consents to the service of process in any action or proceeding in such courts by the mailing thereof by any parties hereto by registered or certified mail, postage prepaid, to the Company at its address specified pursuant to Section 9.02. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that any party may otherwise have to serve legal process in any other manner permitted by law or to bring any action or proceeding relating to this Agreement or the Notes in the courts of any jurisdiction. Each of the parties hereto irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement in any New York State or Federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

Jurisdiction, Etc. (a) Each of the parties hereto hereby Credit 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, any Lender, Lender 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. The Company hereby further irrevocably consents to the service of process in any action or proceeding in such courts by the mailing thereof by any parties hereto by registered or certified mail, postage prepaid, to the Company at its address specified pursuant to Section 9.02. Each of the parties hereto agrees that a final judgment in any such action 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 or in any other Loan Document shall affect any right that the Administrative Agent or any party Lender may otherwise have to serve legal process in any other manner permitted by law or to bring any action or proceeding relating to this Agreement or the Notes any other Loan Document against any Credit Party or its properties in the courts of any jurisdiction. Each of the parties hereto irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any other Loan Document in any New York State or federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

Jurisdiction, Etc. (a) Each of the parties hereto hereby irrevocably and unconditionally agrees that it will not commence any actionsubmits, litigation or proceeding for itself and its property, to the nonexclusive jurisdiction of any kind New York State court or description, whether in law or equity, whether in contract or in tort or otherwise, against the Administrative Agent, any Lender, or any Related Party federal court of the foregoing in any way relating to this Agreement or the transactions relating hereto or thereto, in any forum other than the courts United States of the State of New York America sitting in New York County, and of the United States District Court of the Southern District of New YorkCity, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or the Notes, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally submits to the jurisdiction of such courts and agrees that all claims in respect of any such action, litigation action or proceeding may be heard and determined in any such New York State court or, to the fullest extent permitted by applicable law, in such federal court. The Company Parent hereby further irrevocably consents to the agrees that service of process in any such action or proceeding brought in any such New York State court or in such courts by federal court may be made upon the mailing thereof by Parent c/o the Borrower at its offices at 0000 Xxxxxxxxx Xxxxxx X.X., Xxxxxxx, Xxxxxxx 00000, Attention: General Counsel (the “Process Agent”), and hereby further agrees that the failure of the Process Agent to give any parties hereto by registered or certified mail, postage prepaid, notice of any such service to the Company at its address specified pursuant to Section 9.02Parent shall not impair or affect the validity of such service or of any judgment rendered in any action or proceeding based thereon. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that any party may otherwise have to serve legal process in any other manner permitted by law or to bring any action or proceeding relating to this Agreement or the Notes in the courts of any jurisdiction.

Jurisdiction, Etc. (a) Each of the parties hereto Loan Parties hereby irrevocably and unconditionally agrees that it will not commence any action, litigation or other proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, against the Administrative Agent, any Lender, arising out of or any Related Party of the foregoing in any way relating to this Agreement or any of the transactions relating hereto other Loan Documents to which it is a party, against any Agent, any Lender Party or thereto, any other Indemnified Party 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, thereof and each of the parties hereto Loan Parties irrevocably and unconditionally submits to the jurisdiction of such courts courts, and each of the Loan Parties hereby irrevocably and unconditionally agrees that all claims in respect of any such action, litigation or proceeding may be heard and determined in any such New York State court or, to the fullest extent permitted or required by applicable law, in such federal Federal court. The Company hereby further irrevocably consents to the service of process in any action or proceeding in such courts by the mailing thereof by any parties hereto by registered or certified mail, postage prepaid, to the Company at its address specified pursuant to Section 9.02. Each of the parties hereto Loan Parties agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement agreement shall affect any right that any party Agent, any Lender Party or any other Indemnified Party may otherwise have to serve legal process in any other manner permitted by law or to bring any action or proceeding relating to this Agreement or any of the Notes other Loan Documents to which it is a party in the courts of any jurisdictionjurisdiction (including, without limitation, in connection with the exercise of any rights under any Loan Document or against any Collateral or the enforcement of any judgment), and each Loan Party hereby submits to the jurisdiction of, and consents to venue in, any such court.

Jurisdiction, Etc. (a) Each of the parties hereto hereby 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, any Lender, Agent or any Related other Lender Party or any related party of the foregoing in any way relating to this Agreement Amendment No. 3 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 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 state court or, to the fullest extent permitted by applicable lawLaw, in such federal court. The Company hereby further irrevocably consents to the service of process in any action or proceeding in such courts by the mailing thereof by any parties hereto by registered or certified mail, postage prepaid, to the Company at its address specified pursuant to Section 9.02. Each of the parties hereto agrees that a final judgment in any such action action, litigation or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by lawLaw. Nothing in this Agreement Amendment No. 3 or in any other Loan Document shall affect any right that the Administrative Agent or any party other Lender Party may otherwise have to serve legal process in any other manner permitted by law or to bring any action or proceeding relating to this Agreement Amendment No. 3 or the Notes any other Loan Document against each Loan Party or its properties in the courts of any jurisdiction. Each 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 Amendment No. 3 or any other Loan Document in any court referred to in this Section 7. Each 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.

Jurisdiction, Etc. (a) Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of any New York State court or Federal court of the United States of America sitting in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or any of the other Loan Documents to which it is a party, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that it will not commence any action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, against the Administrative Agent, any Lender, or any Related Party of the foregoing in any way relating to this Agreement 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 action or proceeding may be heard and determined in any such New York State court or, to the fullest extent permitted by applicable law, in such federal Federal court. The Company hereby further irrevocably consents to the service of process in any action or proceeding in such courts by the mailing thereof by any parties hereto by registered or certified mail, postage prepaid, to the Company at its address specified pursuant to Section 9.02. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that any party may otherwise have to serve legal process in any other manner permitted by law or to bring any action or proceeding relating to this Agreement or any of the Notes other Loan Documents in the courts of any jurisdiction. Each of the parties hereto irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any of the other Loan Documents to which it is a party in any New York State or Federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

Jurisdiction, Etc. (a) Each of the parties hereto hereby 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, any Lender, Agent or any Related other Lender Party or any related party of the foregoing in any way relating to this Agreement Amendment No. 2 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 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 state court or, to the fullest extent permitted by applicable lawLaw, in such federal court. The Company hereby further irrevocably consents to the service of process in any action or proceeding in such courts by the mailing thereof by any parties hereto by registered or certified mail, postage prepaid, to the Company at its address specified pursuant to Section 9.02. Each of the parties hereto agrees that a final judgment in any such action action, litigation or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by lawLaw. Nothing in this Agreement Amendment No. 2 or in any other Loan Document shall affect any right that the Administrative Agent or any party other Lender Party may otherwise have to serve legal process in any other manner permitted by law or to bring any action or proceeding relating to this Agreement Amendment No. 2 or the Notes any other Loan Document against each Loan Party or its properties in the courts of any jurisdiction. Each 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 Amendment No. 2 or any other Loan Document in any court referred to in this Section 7. Each 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.

Jurisdiction, Etc. (a) Each of the parties hereto hereby irrevocably and unconditionally agrees that it will not commence any actionsubmits, litigation or proceeding for itself and its property, to the nonexclusive jurisdiction of any kind New York State court or description, whether in law or equity, whether in contract or in tort or otherwise, against the Administrative Agent, any Lender, or any Related Party Federal court of the foregoing in any way relating to this Agreement or the transactions relating hereto or thereto, in any forum other than the courts United States of the State of New York America sitting in New York County, and of the United States District Court of the Southern District of New YorkCity, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or any of the other Loan Documents to which it is a party, or for recognition or enforcement of any judgment in respect thereof, and each of the parties hereto hereby irrevocably and unconditionally submits to the jurisdiction of such courts and agrees that all claims in respect of any such action, litigation action or proceeding may be heard and determined in any such New York State court or, to the fullest extent permitted by applicable law, in such federal Federal court. The Each Foreign Borrower hereby agrees that service of process in any such action or proceeding brought in any such New York State court or in such Federal court may be made upon the Company, and each Foreign Subsidiary hereby irrevocably appoints the Company its authorized agent to accept such service of process, and agrees that the failure of the Company to give any notice of any such service shall not impair or affect the validity of such service or any judgment rendered in any action or proceeding based thereon. Each Borrower hereby further irrevocably consents to the service of process in any action or proceeding in such courts by the mailing thereof by any parties party hereto by registered or certified mail, postage prepaid, to the Company such Borrower at its address specified pursuant to in Section 9.02. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that any party may otherwise have to serve legal process in any other manner permitted by law or to bring any action or proceeding relating to this Agreement or any of the Notes other Loan Documents in the courts of any jurisdiction.. 152 146

Jurisdiction, Etc. (a) Each of the parties hereto hereby irrevocably and unconditionally agrees that it will not commence any actionsubmits, litigation or proceeding for itself and its property, to the nonexclusive jurisdiction of any kind New York State court or description, whether in law or equity, whether in contract or in tort or otherwise, against the Administrative Agent, any Lender, or any Related Party federal court of the foregoing in any way relating to this Agreement or the transactions relating hereto or thereto, in any forum other than the courts United States of the State of New York America sitting in New York County, and of the United States District Court of the Southern District of New YorkCity, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or the Notes, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally submits to the jurisdiction of such courts and agrees that all claims in respect of any such action, litigation action or proceeding may be heard and determined in any such New York State court or, to the fullest extent permitted by applicable law, in such federal court. The Company Each of the Loan Parties hereby further irrevocably consents to the agrees that service of process in any such action or proceeding brought in any such New York State court or in such courts by the mailing thereof by any parties hereto by registered or certified mail, postage prepaid, to the Company federal court may be made upon CT Corporation System at its address specified pursuant offices at 1633 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (xxe "Process Agent") and each Loan Party hereby irrevocably appoints the Process Agent its authorized agent to Section 9.02accept such service of process, and agrees that the failure of the Process Agent to give any notice of any such service shall not impair or affect the validity of such service or of any judgment rendered in any action or proceeding based thereon. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that any party may otherwise have to serve legal process in any other manner permitted by law or to bring any action or proceeding relating to this Agreement or the Notes in the courts of any jurisdiction.

Jurisdiction, Etc. (a) Each of the parties hereto hereby irrevocably and unconditionally agrees that it will not commence any action, litigation Any legal action or proceeding with respect to this Pledge Agreement and any action for enforcement of any kind or description, whether judgment in law or equity, whether respect thereof may be brought in contract or in tort or otherwise, against the Administrative Agent, any Lender, or any Related Party of the foregoing in any way relating to this Agreement 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 or of the United States District Court of America for the Southern District of New York, and, by execution and any delivery of this Pledge Agreement, Pledgor hereby accepts for itself and in respect of its property, generally and unconditionally, the non-exclusive jurisdiction of the aforesaid courts and appellate court courts 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. The Company hereby further Pledgor irrevocably consents to the service of process out of any of the aforementioned courts in any such action or proceeding in such courts by the mailing of copies thereof by any parties hereto by registered or certified mail, postage prepaid, to the Company Pledgor at its address specified pursuant set forth herein. Pledgor hereby irrevocably waives any objection which it may now or hereafter have to Section 9.02. Each the laying of venue of any of the parties hereto aforesaid actions or proceedings arising out of or in connection with this Pledge Agreement brought in the courts referred to above and hereby further irrevocably waives and agrees not to plead or claim in any such court that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or brought in any other manner provided by lawsuch court has been brought in an inconvenient forum. Nothing in this Agreement herein shall affect any the right that any party may otherwise have of Pledgee to serve legal process in any other manner permitted by law or to bring commence legal proceedings or otherwise proceed against Pledgor in any action or proceeding relating to this Agreement or the Notes in the courts of any other jurisdiction.

Jurisdiction, Etc. (a) Each of the parties hereto hereby irrevocably and unconditionally agrees that it will not commence any action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, against the Administrative Agent, any Lender, other party hereto or any Related Party of the foregoing in any way relating to this Agreement or any Note 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. The Company hereby further irrevocably consents to the service of process in any action or proceeding in such courts by the mailing thereof by any parties hereto by registered or certified mail, postage prepaid, to the Company at its address specified pursuant to Section 9.02. Each of the parties hereto agrees that a final judgment in any such action action, litigation or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right Each Designated Subsidiary hereby agrees that any party may otherwise have to serve legal service of process in any other manner permitted by law such action or proceeding brought in any such New York State court or in such federal court may be made upon the Company and each Designated Subsidiary hereby irrevocably appoints the Company its authorized agent to bring accept such service of process, and agrees that the failure of the Company to give any notice of any such service shall not impair or affect the validity of such service or of any judgment rendered in any action or proceeding relating to this Agreement or the Notes in the courts of any jurisdiction.Jabil Credit Agreement94 99

Jurisdiction, Etc. (a) Each of the parties hereto hereby irrevocably and unconditionally agrees that it will not commence any action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, against the Administrative Agent, any Lender, other party hereto or any Related Party of the foregoing in any way relating to this Agreement or any Note 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. The Company hereby further irrevocably consents to the service of process in any action or proceeding in such courts by the mailing thereof by any parties hereto by registered or certified mail, postage prepaid, to the Company at its address specified pursuant to Section 9.02. Each of the parties hereto agrees that a final judgment in any such action action, litigation or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right Each Designated Subsidiary hereby agrees that any party may otherwise have to serve legal service of process in any other manner permitted by law or to bring any such action or proceeding relating brought in any such New York State court or in such federal court may be made upon the Company and each Designated Subsidiary hereby irrevocably appoints the Company its authorized agent to this Agreement or the Notes in the courts of any jurisdiction.accept such service of

Jurisdiction, Etc. (a) Each of the parties hereto hereby irrevocably and unconditionally agrees that it will not commence any actionsubmits, litigation or proceeding for itself and its property, to the nonexclusive jurisdiction of any kind New York State court or description, whether in law or equity, whether in contract or in tort or otherwise, against the Administrative Agent, any Lender, or any Related Party federal court of the foregoing in any way relating to this Agreement or the transactions relating hereto or thereto, in any forum other than the courts United States of the State of New York America sitting in New York County, and of the United States District Court of the Southern District of New YorkCity, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally submits to the jurisdiction of such courts and agrees that all claims in respect of any such action, litigation action or proceeding may be heard and determined in any such New York State court or, to the fullest extent permitted by applicable law, in such federal court. The Company Each Grantor hereby further irrevocably consents to the service of process in any action or proceeding in such courts by the mailing thereof by any parties hereto by registered or certified mail, postage prepaid, to the Company Borrower at its address specified in the Credit Agreement and, in the case of each Grantor other than the Borrower, addressed to it at its address set forth opposite such Grantor’s name on the signature pages hereto or on the signature page to the Pledge and Security Agreement Supplement pursuant to Section 9.02which it became a party hereto. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that any party may otherwise have to serve legal process in any other manner permitted by law or to bring any action or proceeding relating to this Agreement or the Notes in the courts of any jurisdiction.

Jurisdiction, Etc. (a) Each of the parties hereto hereby irrevocably and unconditionally agrees that it will not commence any action, litigation or other proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, against the Administrative Agent, any Lender, arising out of or any Related Party of the foregoing in any way relating to this Agreement or any of the transactions relating other Loan Documents to which it is a party, against any of the other parties 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, thereof and each of the parties hereto irrevocably and unconditionally submits to the jurisdiction of such courts courts, and each of the Loan Parties hereby irrevocably and unconditionally agrees that all claims in respect of any such action, litigation or proceeding may be heard and determined in any such New York State court or, to the fullest extent permitted or required by applicable law, in such federal Federal court. The Company hereby further irrevocably consents to the service of process in any action or proceeding in such courts by the mailing thereof by any parties hereto by registered or certified mail, postage prepaid, to the Company at its address specified pursuant to Section 9.02. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement agreement shall affect any right that any party Agent, any Lender or any other Indemnified Party may otherwise have to serve legal process in any other manner permitted by law or to bring any action or proceeding relating to this Agreement or any of the Notes other Loan Documents to which it is a party in the courts of any jurisdictionjurisdiction in connection with the exercise of any rights under any Loan Document or against any Collateral or the enforcement of any judgment, and each Loan Party hereby submits to the jurisdiction of, and consents to venue in, any such court.

Jurisdiction, Etc. (a) Each of the parties hereto 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 property, whether in law or equity, whether in contract or in tort or otherwise, against to the Administrative Agent, any Lender, or any Related Party nonexclusive jurisdiction of the foregoing in any way relating to this Agreement or the transactions relating hereto or theretoSupreme Court, 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 for the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or the Notes, or for recognition or enforcement of any judgment, and each of the parties hereto to this Agreement hereby irrevocably and unconditionally submits to the jurisdiction of such courts and agrees that all claims in respect of any such action, litigation action or proceeding may be heard and determined in such New York State court or, to the fullest extent permitted by applicable lawLaw, in such federal court. The Company hereby further irrevocably consents to the service of process in any action or proceeding in such courts by the mailing thereof by any parties hereto by registered or certified mail, postage prepaid, to the Company at its address specified pursuant to Section 9.02. Each of the parties hereto to this Agreement agrees that a final judgment in any such 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 lawLaw. Nothing in this Agreement shall affect any right that any party may otherwise have to serve legal process in any other manner permitted by law or to bring any action or proceeding relating to this Agreement or the Notes in the courts of any jurisdiction. (b) Each of the parties to this Agreement irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or the Notes in any New York State or federal court. Each of the parties to this Agreement hereby irrevocably waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

Jurisdiction, Etc. (a) Each of the parties hereto hereby irrevocably and unconditionally agrees that it will not commence any actionsubmits, litigation or proceeding for itself and its property, to the nonexclusive jurisdiction of any kind New York State court or description, whether in law or equity, whether in contract or in tort or otherwise, against the Administrative Agent, any Lender, or any Related Party federal court of the foregoing in any way relating to this Agreement or the transactions relating hereto or thereto, in any forum other than the courts United States of the State of New York America sitting in New York County, and of the United States District Court of the Southern District of New YorkCity, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or the Notes, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally submits to the jurisdiction of such courts and agrees that all claims in respect of any such action, litigation action or proceeding may be heard and determined in any such New York State court or, to the fullest extent permitted by applicable law, in such federal court. The Company Borrower hereby further irrevocably consents to the service of process in any action or proceeding in such courts by the mailing thereof by any parties hereto by registered or certified mail, postage prepaid, to the Company Borrower at its address specified pursuant to Section 9.028.02. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that any party may otherwise have to serve legal process in any other manner permitted by law or to bring any action or proceeding relating to this Agreement or the Notes in the courts of any jurisdiction. Each of the parties hereto irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or the Notes in any New York State or federal court.

Jurisdiction, Etc. (a) Each of the parties hereto hereby 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, any Lender, Agent or any Related other Lender Party or any related party of the foregoing in any way relating to this Agreement Amendment No. 1 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 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 state court or, to the fullest extent permitted by applicable lawLaw, in such federal court. The Company hereby further irrevocably consents to the service of process in any action or proceeding in such courts by the mailing thereof by any parties hereto by registered or certified mail, postage prepaid, to the Company at its address specified pursuant to Section 9.02. Each of the parties hereto agrees that a final judgment in any such action action, litigation or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by lawLaw. Nothing in this Agreement Amendment No. 1 or in any other Loan Document shall affect any right that the Administrative Agent or any party other Lender Party may otherwise have to serve legal process in any other manner permitted by law or to bring any action or proceeding relating to this Agreement Amendment No. 1 or the Notes any other Loan Document against each Loan Party or its properties in the courts of any jurisdiction. Each 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 Amendment No. 1 or any other Loan Document in any court referred to in this Section 7. Each 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.

Jurisdiction, Etc. (a) Each of the parties hereto hereby irrevocably and unconditionally agrees that it will not commence any action, litigation Any legal action or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, against the Administrative Agent, any Lender, or any Related Party of the foregoing in any way relating with respect to this Agreement or the transactions relating hereto or thereto, and any action for enforcement of any judgment in any forum other than respect thereof may be brought in the courts of the State of New York sitting in New York County, and or of the United States District Court of America for the Southern District of New York, and, by execution and any appellate court from any thereofdelivery of this Agreement, each Pledgor hereby accepts for itself 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 actionits property, litigation or proceeding may be heard generally and determined in such New York State court orunconditionally, to the fullest extent permitted by applicable law, in such federal courtnon-exclusive jurisdiction of the aforesaid courts and appellate courts. The Company hereby further Each Pledgor irrevocably consents to the service of process out of any of the aforementioned courts in any such action or proceeding in such courts by the mailing of copies thereof by any parties hereto by registered or certified mail, postage prepaid, to the Company such Pledgor at its address specified pursuant to set forth in Section 9.0214 hereof. Each Pledgor hereby irrevocably waives any objection which it may now or hereafter have to the laying of venue of any of the parties hereto aforesaid actions or proceedings arising out of or in connection with this Agreement brought in the courts referred to above and hereby further irrevocably waives and agrees not to plead or claim in any such court that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or brought in any other manner provided by lawsuch court has been brought in an inconvenient forum. Nothing in this Agreement herein shall affect any the right that any party may otherwise have of Pledgee to serve legal process in any other manner permitted by law or to bring commence legal proceedings or otherwise proceed against any action or proceeding relating to this Agreement or the Notes Pledgor in the courts of any other jurisdiction.

Jurisdiction, Etc. (a) Each of the parties hereto hereby Borrower and MLP irrevocably and unconditionally agrees that it will not commence any action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, against the Administrative Agent, any Lender, any Issuing Bank, any Cash Management Bank, any Hedge Bank 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. The Company hereby further irrevocably consents to the service of process in any action or proceeding in such courts by the mailing thereof by any parties hereto by registered or certified mail, postage prepaid, to the Company at its address specified pursuant to Section 9.02. Each of the parties hereto agrees that a final judgment in any such action 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, 152 Alliance Resource Fifth Amended and Restated Credit Agreement any party Lender or any Issuing Bank may otherwise have to serve legal process in any other manner permitted by law or to bring any action or proceeding relating to this Agreement or any other Loan Document against the Notes Borrower or any other Transaction Party or its properties in the courts of any jurisdiction.

Jurisdiction, Etc. (a) Each of the parties hereto hereby irrevocably and unconditionally agrees that it will not commence any actionsubmits, litigation or proceeding for itself and its property, to the nonexclusive jurisdiction of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, against the Administrative Agent, any Lender, or any Related Party of the foregoing in any way relating to this Agreement 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 the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or the Notes, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally submits to the jurisdiction of such courts and agrees that all claims in respect of any such action, litigation action or proceeding may be heard and determined in any such New York State court or, to the fullest extent permitted by applicable law, in such federal court. The Company Each of the Parent and the Borrower hereby further irrevocably consents to the agrees that service of process in any such action or proceeding brought in any such New York State court or in such courts by federal court may be made upon the mailing thereof by Parent and the Borrower c/o Invesco Group Services, Inc. at its offices at 0000 Xxxxxxxxx Xxxxxx X.X., Xxxxxxx, Xxxxxxx 00000, Attention: General Counsel 93 51729297_11 (the “Process Agent”), and hereby further agrees that the failure of the Process Agent to give any parties hereto by registered or certified mail, postage prepaid, notice of any such service to the Company at its address specified pursuant to Section 9.02Parent or the Borrower, as applicable, shall not impair or affect the validity of such service or of any judgment rendered in any action or proceeding based thereon. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that any party may otherwise have to serve legal process in any other manner permitted by law or to bring any action or proceeding relating to this Agreement or the Notes in the courts of any jurisdiction.

Jurisdiction, Etc. (a) Each of the parties hereto hereby irrevocably and unconditionally agrees that it will not commence any actionsubmits, litigation or proceeding for itself and its property, to the nonexclusive jurisdiction of any kind New York State court or description, whether in law or equity, whether in contract or in tort or otherwise, against the Administrative Agent, any Lender, or any Related Party federal court of the foregoing in any way relating to this Agreement or the transactions relating hereto or thereto, in any forum other than the courts United States of the State of New York America sitting in New York County, and of the United States District Court of the Southern District of New YorkCity, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, the Notes, or any of the Loan Documents to which it is a party, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally submits to the jurisdiction of such courts and agrees that all claims in respect of any such action, litigation action or proceeding may be heard and determined in any such New York State court or, to the fullest extent permitted by applicable law, in such federal court. The Company Borrowers hereby further irrevocably consents to the agree that service of process in any such action or proceeding brought in any such New York State court or in such courts by the mailing thereof by any parties hereto by registered or certified mail, postage prepaid, to the Company federal court may be made upon CT Corporation System at its address specified pursuant offices at 1633 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Xxtention: Jennxxxx Xxxxx Xxxxxx (xxe "Process Agent"), and hereby further agrees that any failure of the Process Agent to Section 9.02give any notice of any such service to any Borrower shall not impair or affect the validity of such service or of any judgment rendered in any action or proceeding based thereon. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that any party may otherwise have to serve legal process in any other manner permitted by law or to bring any action or proceeding relating to this Agreement or Agreement, the Notes or any other Loan Document in the courts of any jurisdiction.

Jurisdiction, Etc. (a) Each of the parties hereto hereby irrevocably and unconditionally agrees that it will not commence any actionsubmits, litigation or proceeding for itself and its property, to the nonexclusive jurisdiction of any kind New York State court or description, whether in law or equity, whether in contract or in tort or otherwise, against the Administrative Agent, any Lender, or any Related Party federal court of the foregoing in any way relating to this Agreement or the transactions relating hereto or thereto, in any forum other than the courts United States of the State of New York America sitting in New York County, and of the United States District Court of the Southern District of New YorkCity, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or the Notes, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally submits to the jurisdiction of such courts and agrees that all claims in respect of any such action, litigation action or proceeding may be heard and determined in any such New York State court or, to the fullest extent permitted by applicable law, in such federal court. The Company Borrower hereby further irrevocably consents to the agrees that service of process in any such action or proceeding brought in any such New York State court or in such courts by the mailing thereof by any parties hereto by registered or certified mail, postage prepaid, to the Company federal court may be made upon CT Corporation System at its address specified pursuant offices at 0000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (the "Process Agent") and the Borrower hereby irrevocably appoints the Process Agent its authorized agent to Section 9.02accept such service of process, and agrees that the failure of the Process Agent to give any notice of any such service shall not impair or affect the validity of such service or of any judgment rendered in any action or proceeding based thereon. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that any party may otherwise have to serve legal process in any other manner permitted by law or to bring any action or proceeding relating to this Agreement or the Notes in the courts of any jurisdiction.

Jurisdiction, Etc. (a) Each of the parties hereto Loan Parties hereby irrevocably and unconditionally agrees that it will not commence any action, litigation or other proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, against the Administrative Agent, any Lender, arising out of or any Related Party of the foregoing in any way relating to this Agreement or any of the transactions relating hereto other Loan Documents to which it is a party, against any Agent, any Lender Party or thereto, any other Indemnified Party 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, thereof and each of the parties hereto Loan Parties irrevocably and unconditionally submits to the jurisdiction of such courts courts, and each of the Loan Parties hereby irrevocably and unconditionally agrees that all claims in respect of any such action, litigation or proceeding may be heard and determined in any such New York State court or, to the fullest extent permitted or required by applicable law, in such federal Federal court. The Company hereby further irrevocably consents to the service of process in any action or proceeding in such courts by the mailing thereof by any parties hereto by registered or certified mail, postage prepaid, to the Company at its address specified pursuant to Section 9.02. Each of the parties hereto Loan Parties agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement agreement shall affect any right that any party Agent, any Lender Party or any other Indemnified Party may otherwise have to serve legal process in any other manner permitted by law or to bring any action or proceeding relating to this Agreement or any of the Notes other Loan Documents to which it is a party in the courts of any jurisdictionjurisdiction in connection with the exercise of any rights under any Loan Document or against any Collateral or the enforcement of any judgment, and each Loan Party hereby submits to the jurisdiction of, and consents to venue in, any such court.

Jurisdiction, Etc. (a) Each of the parties hereto hereby irrevocably and unconditionally agrees that it will not commence any actionsubmits, litigation or proceeding for itself and its property, to the nonexclusive jurisdiction of any kind New York State court or description, whether in law or equity, whether in contract or in tort or otherwise, against the Administrative Agent, any Lender, or any Related Party federal court of the foregoing in any way relating to this Agreement or the transactions relating hereto or thereto, in any forum other than the courts United States of the State of New York America sitting in New York County, and of the United States District Court of the Southern District of New YorkCity, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or the Notes, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally submits to the jurisdiction of such courts and agrees that all claims in respect of any such action, litigation action or proceeding may be heard and determined in any such New York State court or, to the fullest extent permitted by applicable law, in such federal court. The Company Parent and the Borrower each hereby further irrevocably consents to the agree that service of process in any such action or proceeding brought in any such New York State court or in such courts by federal court may be made upon the mailing thereof by Parent or the Borrower c/o IVZ Inc. at its offices at 1000 Xxxxxxxxx Xxxxxx X.X., Xxxxx 000, Xxxxxxx, Xxxxxxx 00000, Attention: General Counsel (the “Process Agent”), and hereby further agrees that the failure of the Process Agent to give any parties hereto by registered or certified mail, postage prepaid, notice of any such service to the Company at its address specified pursuant to Section 9.02Parent or the Borrower, as applicable, shall not impair or affect the validity of such service or of any judgment rendered in any action or proceeding based thereon. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that any party may otherwise have to serve legal process in any other manner permitted by law or to bring any action or proceeding relating to this Agreement or the Notes in the courts of any jurisdiction.

Jurisdiction, Etc. (a) Each of the parties hereto hereby irrevocably and unconditionally agrees that it will not commence any actionsubmits, litigation or proceeding for itself and its property, to the exclusive jurisdiction of any kind New York State court or description, whether in law or equity, whether in contract or in tort or otherwise, against the Administrative Agent, any Lender, or any Related Party federal court of the foregoing in any way relating to this Agreement or the transactions relating hereto or thereto, in any forum other than the courts United States of the State of New York America sitting in New York County, and of the United States District Court of the Southern District of New YorkCity, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or the Notes, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally submits to the jurisdiction of such courts and agrees that all claims in respect of any such action, litigation action or proceeding may be heard and determined in any such New York State court or, to the fullest extent permitted by applicable law, in such federal court. Each Designated Subsidiary hereby agrees that service of process in any such action or proceeding brought in the any such New York State court or in such federal court may be made upon the Company at its address set forth in Section 9.02 and each such Borrower hereby irrevocably appoints the Company its authorized agent to accept such service of process, and agrees that the failure of the Company to give any notice of any such service shall not impair or affect the validity of such service or of any judgment rendered in any action or proceeding based thereon. The Company hereby further irrevocably consents to the service of process in any action or proceeding in such courts by the mailing thereof by any parties hereto by registered or certified mail, postage prepaid, to the Company at its address specified pursuant to Section 9.02. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that any party may otherwise have to serve legal process in any other manner permitted by law or to bring any action or proceeding relating to this Agreement or the Notes in the courts of any jurisdiction.

Jurisdiction, Etc. (a) Each of the parties hereto hereby 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, any Lender, Agent or any Related other Lender Party or any related party of the foregoing in any way relating to this Agreement Amendment No. 4 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 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 state court or, to the fullest extent permitted by applicable lawLaw, in such federal court. The Company hereby further irrevocably consents to the service of process in any action or proceeding in such courts by the mailing thereof by any parties hereto by registered or certified mail, postage prepaid, to the Company at its address specified pursuant to Section 9.02. Each of the parties hereto agrees that a final judgment in any such action action, litigation or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by lawLaw. Nothing in this Agreement Amendment No. 4 or in any other Loan Document shall affect any right that the Administrative Agent or any party other Lender Party may otherwise have to serve legal process in any other manner permitted by law or to bring any action or proceeding relating to this Agreement Amendment No. 4 or the Notes any other Loan Document against each Loan Party or its properties in the courts of any jurisdiction. Each 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 Amendment No. 4 or any other Loan Document in any court referred to in this Section 7. Each 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.