Common use of Consent to Jurisdiction and Service of Process Clause in Contracts

Consent to Jurisdiction and Service of Process. All judicial ---------------------------------------------- proceedings arising out of or relating to this Agreement may be brought in any state or federal court of competent jurisdiction in the State of New York, and by execution and delivery of this Agreement, each of the Selling Securityholders accepts for himself and in connection with its properties, generally and unconditionally, the nonexclusive jurisdiction of the aforesaid courts and waives any defense of forum non conveniens and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Agreement. Each Selling Securityholder designates and appoints Xxxxx Xxxxxxxxxx, Esq., General Counsel to the Company, and such other persons as may hereafter be selected by the Selling Securityholder irrevocably agreeing in writing to so serve, as its agent to receive on its behalf service of all process in any such proceedings in any such court, such service being hereby acknowledged by each Selling Securityholder to be effective and binding service in every respect. A copy of any such process so served shall be mailed by registered mail to each Selling Securityholder at its address provided in Schedule 2 attached hereto; provided, however, that, unless otherwise provided by applicable law, any failure to mail such copy shall not affect the validity of service of such process. If any agent appointed by the Selling Securityholder refuses to accept service, each Selling Securityholder hereby agrees that service of process sufficient for personal jurisdiction in any action against each Selling Securityholder in the State of New York may be made by registered or certified mail, return receipt requested, to each Selling Securityholder at its address provided in Schedule 2 attached hereto, and each Selling Securityholder hereby acknowledges that such service shall be effective and binding in every respect. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of any Underwriter to bring proceedings against each Selling Securityholder in the courts of any other jurisdiction.

Consent to Jurisdiction and Service of Process. All judicial ---------------------------------------------- proceedings arising out of or relating to this Agreement may be brought in any state or federal court of competent jurisdiction in the State of New YorkCalifornia, and by execution and delivery of this Agreement, each of the Selling Securityholders Company accepts for himself itself and in connection with its properties, generally and unconditionally, the nonexclusive jurisdiction of the aforesaid courts and waives any defense of forum non conveniens and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Agreement. Each Selling Securityholder designates The Sellers designate and appoints Xxxxx Xxxxxxxxxxappoint Jeffer, Esq.Mangels, General Counsel to the CompanyXxxxxx & Xxxxxxx, LLP, and such other persons as may hereafter be selected by the Selling Securityholder Sellers irrevocably agreeing in writing to so serve, as its their agent to receive on its their behalf personal service of all process in any such proceedings in any such court, such service being hereby acknowledged by each Selling Securityholder the Company to be effective and binding service in every respect. A copy of any such process so served shall be mailed by registered mail to each Selling Securityholder the Company at its address provided in Schedule 2 attached heretoSection 14 hereof; providedPROVIDED, howeverHOWEVER, that, unless otherwise provided by applicable law, any failure to mail such copy shall not affect the validity of service of such process. If any agent appointed by the Selling Securityholder Sellers refuses to accept service, each Selling Securityholder the Sellers hereby agrees agree that service of process sufficient for personal jurisdiction in any action against each Selling Securityholder the Sellers in the State of New York California may be made by registered or certified mail, return receipt requested, to each Selling Securityholder the Sellers at its address their respective addresses provided in Schedule 2 attached heretoSection 14 hereof, and each Selling Securityholder the Sellers hereby acknowledges acknowledge that such service shall be effective and binding in every respect. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of any Underwriter to bring proceedings against each Selling Securityholder the Sellers in the courts of any other jurisdiction.

Consent to Jurisdiction and Service of Process. All judicial ---------------------------------------------- proceedings arising out of or relating to this Agreement may be brought in any state or federal court of competent jurisdiction in the State of New York, and by execution and delivery of this Agreement, each of the Selling Securityholders Company accepts for himself itself and in connection with its properties, generally and unconditionally, the nonexclusive nonexclusion jurisdiction of the aforesaid courts and waives any defense of forum non conveniens and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Agreement. Each Selling Securityholder The Company designates and appoints Xxxxx XxxxxxxxxxCT Corporation System, Esq.0000 Xxxxxxxx, General Counsel to the CompanyXxx Xxxx, Xxx Xxxx, and such other persons as may hereafter be selected by the Selling Securityholder Company irrevocably agreeing in writing to so serve, as its agent to receive on its behalf service of all process in any such proceedings in any such court, such service being hereby acknowledged by each Selling Securityholder the Company to be effective and binding service in every respect. A copy of any such process so served shall be mailed by registered mail to each Selling Securityholder Prudential Securities Incorporated at its address provided in Schedule 2 attached heretoSection 13 hereof; provided, -------- however, that, unless otherwise provided by applicable law, any failure to mail ------- such copy shall not affect the validity of service of such process. If any agent appointed by the Selling Securityholder Company refuses to accept service, each Selling Securityholder the Company hereby agrees that service of process sufficient for personal jurisdiction in any action against each Selling Securityholder the Company in the State of New York may be made by registered or certified mail, return receipt requested, to each Selling Securityholder the Company at its address provided in Schedule 2 attached heretoSection 13 hereof, and each Selling Securityholder the Company hereby acknowledges that such service shall be effective and binding in every respect. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of any Underwriter to bring proceedings against each Selling Securityholder the Company in the courts of any other jurisdiction.

Consent to Jurisdiction and Service of Process. All judicial ---------------------------------------------- proceedings arising out of or relating to this Agreement may be brought in any state or federal court of competent jurisdiction in the State of New York, and by execution and delivery of this Agreement, each of the Selling Securityholders Securityholder accepts for himself itself and in connection with its properties, generally and unconditionally, the nonexclusive jurisdiction of the aforesaid courts and waives any defense of forum non conveniens and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Agreement. Each Selling Securityholder designates and appoints Xxxxx XxxxxxxxxxXxxxxx X. Xxxxxx, Esq., General Counsel to the CompanyIII, and such other persons as may hereafter be selected by the such Selling Securityholder irrevocably agreeing in writing to so serve, as its agent to receive on its behalf service of all process in any such proceedings in any such court, such service being hereby acknowledged by each such Selling Securityholder to be effective and binding service in every respect. A copy of any such process so served shall be mailed by registered mail to each Selling Securityholder at its address provided in Schedule 2 attached heretoSection 15 hereof; provided, however, that, unless otherwise provided by -------- ------- applicable law, any failure to mail such copy shall not affect the validity of service of such process. If any agent appointed by the such Selling Securityholder refuses to accept service, each such Selling Securityholder hereby agrees that service of process sufficient for personal jurisdiction in any action against each such Selling Securityholder in the State of New York may be made by registered or certified mail, return receipt requested, to each such Selling Securityholder at its address provided in Schedule 2 attached heretoSection 15 hereof, and each such Selling Securityholder hereby acknowledges that such service shall be effective and binding in every respect. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of any Underwriter to bring proceedings against each such Selling Securityholder in the courts of any other jurisdiction.

Consent to Jurisdiction and Service of Process. All judicial ---------------------------------------------- proceedings arising out of or relating to this Agreement may be brought in any state or federal court of competent jurisdiction in the State of New York, and by execution and delivery of this Agreement, each of the Company and the Selling Securityholders Securityholder accepts for himself itself and in connection with its properties, generally and unconditionally, the nonexclusive jurisdiction of the aforesaid courts and waives any defense of forum non conveniens and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Agreement. Each of the Company and the Selling Securityholder designates and appoints Xxxxx Xxxxxxxxxx, Esq., General Counsel to the Company__________________, and such other persons as may hereafter be selected by the Company or the Selling Securityholder irrevocably agreeing in writing to so serve, as its agent to receive on its behalf service of all process in any such proceedings in any such court, such service being hereby acknowledged by each the Company and the Selling Securityholder to be effective and binding service in every respect. A copy of any such process so served shall be mailed by registered mail to each the Company and the Selling Securityholder at its address provided in Schedule 2 attached heretoSection 13 hereof; provided, however, that, unless otherwise provided by applicable law, any failure to mail such copy shall not affect the validity of service of such process. If any agent appointed by the Company or the Selling Securityholder refuses to accept service, each of the Company and the Selling Securityholder hereby agrees that service of process sufficient for personal jurisdiction in any action against each the Company or the Selling Securityholder in the State of New York may be made by registered or certified mail, return receipt requested, to each the Company or the Selling Securityholder at its address provided in Schedule 2 attached heretoSection 13 hereof, and each the Company and the Selling Securityholder hereby acknowledges that such service shall be effective and binding in every respect. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of any Underwriter to bring proceedings against each the Company or the Selling Securityholder in the courts of any other jurisdiction.

Consent to Jurisdiction and Service of Process. All judicial ---------------------------------------------- proceedings arising out of or relating to this Agreement may be brought in any state or federal court of competent jurisdiction in the State of New YorkCalifornia, and by execution and delivery of this Agreement, each of the Company and the Selling Securityholders Securityholder each accepts for himself itself and in connection with its their respective properties, generally and unconditionally, the nonexclusive jurisdiction of the aforesaid courts and waives any defense of forum non conveniens and irrevocably agrees agree to be bound by any judgment rendered thereby in connection with this Agreement. Each The Selling Securityholder designates and appoints Xxxxx XxxxxxxxxxNormxx X. Xxxxxxx, Esq., General Counsel to xxd the Company, Company designates and appoints Jamex X. Xxxxxxxx xxx such other persons as may hereafter be selected by the Company or the Selling Securityholder irrevocably agreeing in writing to so serve, as its agent their respective agents to receive on its behalf service of all process in any such proceedings in any such court, such service being hereby acknowledged by each the Company and the Selling Securityholder to be effective and binding service in every respect. A copy of any such process so served shall be mailed by registered mail to each the Company and/or the Selling Securityholder at its address their respective addresses provided in Schedule 2 attached heretoSection 13 hereof; provided, however, that, unless otherwise provided by applicable law, any failure to mail such copy shall not affect the validity of service of such process. If any agent appointed by the Company or the Selling Securityholder refuses to accept service, each the Company and the Selling Securityholder each hereby agrees that service of process sufficient for personal jurisdiction in any action against each the Company or the Selling Securityholder in the State of New York California may be made by registered or certified mail, return receipt requested, to each the Company and/or the Selling Securityholder, as applicable, at their respective addresses provided in Section 13 hereof, and the Selling Securityholder at its address provided in Schedule 2 attached hereto, and the Company each Selling Securityholder hereby acknowledges acknowledge that such service shall be effective and binding in every respect. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of any Underwriter to bring proceedings against each the Company and the Selling Securityholder in the courts of any other jurisdiction.

Consent to Jurisdiction and Service of Process. All judicial ---------------------------------------------- proceedings arising out of or relating to this Agreement and the Pricing Agreement may be brought in any state or federal court of competent jurisdiction in the State of New YorkIllinois, and by execution and delivery of this Agreement, each of the Selling Securityholders accepts Company and its Subsidiary accept for himself themselves and in connection with its their properties, generally and unconditionally, the nonexclusive jurisdiction of the aforesaid courts and waives waive any defense of forum non conveniens and irrevocably agrees agree to be bound by any final judgment rendered thereby in connection with this Agreement. Each Selling Securityholder designates The Company and appoints Xxxxx Xxxxxxxxxx, Esq., General Counsel to the Companyits Subsidiary designate and appoint __________________, and such other persons as may hereafter be selected by the Selling Securityholder Company and its Subsidiary irrevocably agreeing in writing to so serve, as its their agent to receive on its their behalf service of all process in any such proceedings in any such court, such service being hereby acknowledged by each Selling Securityholder the Company and its Subsidiary to be effective and binding service in every respect. A copy of any such process so served to serviced shall be mailed by registered mail to each Selling Securityholder the Company or its Subsidiary at its address the addresses provided in Schedule 2 attached heretoSection 14 hereof; provided, however, that, unless otherwise provided by applicable law, any failure to mail such copy shall not affect the validity of service of such process. If any agent appointed by the Selling Securityholder Company or its Subsidiary refuses to accept service, each Selling Securityholder the Company and its Subsidiary hereby agrees agree that service of process sufficient for personal jurisdiction in any action against each Selling Securityholder the Company and its Subsidiary in the State of New York Illinois may be made by registered or certified mail, return receipt requested, requested to each Selling Securityholder the Company and its Subsidiary at its the address provided in Schedule 2 attached heretoSection 14 hereof, and each Selling Securityholder the Company and its Subsidiary hereby acknowledges acknowledge that such service shall be effective and binding in every respect. Nothing herein shall affect the to right to serve process in any other manner permitted by law or shall limit the right of any Underwriter to bring proceedings proceeding against each Selling Securityholder the Company and its Subsidiary in the courts of any nay other jurisdiction.

Consent to Jurisdiction and Service of Process. All judicial ---------------------------------------------- proceedings arising out of or relating to this Agreement may be brought in any state or federal court of competent jurisdiction in the State of New York, and by execution and delivery of this Agreement, each of the Selling Securityholders Company accepts for himself itself and in connection with its properties, generally and unconditionally, the nonexclusive jurisdiction of the aforesaid courts and waives any defense of forum non conveniens and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Agreement. Each Selling Securityholder The Company designates and appoints Xxxxx Xxxxxxxxxx, Esq., General Counsel to the Company__________________, and such other persons as may hereafter be selected by the Selling Securityholder Company irrevocably agreeing in writing to so serve, as its agent to receive on its behalf service of all process in any such proceedings in any such court, such service being hereby acknowledged by each Selling Securityholder the Company to be effective and binding service in every respect. A copy of any such process so served shall be mailed by registered mail to each Selling Securityholder the Company at its address provided in Schedule 2 attached heretoSection 13 hereof; provided, however, that, unless otherwise provided by applicable law, -------- ------- any failure to mail such copy shall not affect the validity of service of such process. If any agent appointed by the Selling Securityholder Company refuses to accept service, each Selling Securityholder the Company hereby agrees that service of process sufficient for personal jurisdiction in any action against each Selling Securityholder the Company in the State of New York may be made by registered or certified mail, return receipt requested, to each Selling Securityholder the Company at its address provided in Schedule 2 attached heretoSection 13 hereof, and each Selling Securityholder the Company hereby acknowledges that such service shall be effective and binding in every respect. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of any Underwriter to bring proceedings against each Selling Securityholder the Company in the courts of any other jurisdiction.

Consent to Jurisdiction and Service of Process. All judicial ---------------------------------------------- proceedings arising out of or relating to this Agreement may be brought in any state or federal court of competent jurisdiction in the State of New York, and by execution and delivery of this Agreement, each of the Selling Securityholders Stockholder accepts for himself itself and in connection with its properties, generally and unconditionally, the nonexclusive jurisdiction of the aforesaid courts and waives any defense of forum non conveniens and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Agreement. Each Selling Securityholder Stockholder designates and appoints Xxxxx Xxxxxxxxxx, Esq., General Counsel to the Company, Xxxxxx Xxxxxxx and Xxxxxxx Xxxxxxxxx and such other persons as may hereafter be selected by the such Selling Securityholder Stockholder irrevocably agreeing in writing to so serve, as its agent to receive on its behalf service of all process in any such proceedings in any such court, such service being hereby acknowledged by each such Selling Securityholder Stockholder to be effective and binding service in every respect. A copy of any such process so served shall be mailed by registered mail to each such Selling Securityholder Stockholder at its address provided in Schedule 2 attached heretoSection 14 hereof; provided, however, that, unless otherwise provided by applicable law, -------- ------- any failure to mail such copy shall not affect the validity of service of such process. If any agent appointed by the such Selling Securityholder Stockholder refuses to accept service, each such Selling Securityholder Stockholder hereby agrees that service of process sufficient for personal jurisdiction in any action against each such Selling Securityholder Stockholder in the State of New York may be made by registered or certified mail, return receipt requested, to each such Selling Securityholder Stockholder at its address provided in Schedule 2 attached heretoSection 14 hereof, and each such Selling Securityholder Stockholder hereby acknowledges that such service shall be effective and binding in every respect. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of any Underwriter to bring proceedings against each any Selling Securityholder Stockholder in the courts of any other jurisdiction.

Consent to Jurisdiction and Service of Process. All judicial ---------------------------------------------- proceedings arising out of or relating to this Agreement may be brought in any state or federal court of competent jurisdiction in the State of New York, and by execution and delivery of this Agreement, each of the Selling Securityholders Stockholder accepts for himself itself and in connection with its properties, generally and unconditionally, the nonexclusive jurisdiction of the aforesaid courts and waives any defense of forum non conveniens and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Agreement. Each Selling Securityholder Stockholder designates and appoints Xxxxx XxxxxxxxxxA.J. Xxxxxx, Esq., General Counsel to the Companyxx Attorney-in-Fact, and such other persons as may hereafter be selected by the each Selling Securityholder irrevocably Stockholder irrevocable agreeing in writing to so serve, as its agent to receive on its behalf service of all process in any such proceedings in any such court, such service being hereby acknowledged by each Selling Securityholder Stockholder to be effective and binding service in every respect. A copy of any such process so served shall be mailed by registered mail to each Selling Securityholder Stockholder at its address provided in Schedule 2 attached heretoSection 14 hereof; provided, however, that, unless otherwise provided by applicable law, any failure to mail such copy shall not affect the validity of service of such process. If any agent appointed by the any Selling Securityholder Stockholder refuses to accept service, each such Selling Securityholder Stockholders hereby agrees that service of process sufficient for personal jurisdiction in any action against each such Selling Securityholder Stockholder in the State of New York may be made by registered or certified mail, return receipt requested, to each such Selling Securityholder Stockholder at its address provided in Schedule 2 attached heretoSection 14 hereof, and each such Selling Securityholder Stockholder hereby acknowledges that such service shall be effective and binding in every respect. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of any Underwriter to bring proceedings against each the Selling Securityholder Stockholders in the courts of any other jurisdiction.

Consent to Jurisdiction and Service of Process. All judicial ---------------------------------------------- proceedings arising out of or relating brought against the Grantor with respect to this Agreement may be brought in any state or federal Federal court of competent jurisdiction sitting in the State of New York, New York and by execution and delivery of this Agreement, each of Agreement the Selling Securityholders Grantor accepts for himself itself and in connection with its propertiesthe Collateral, generally and unconditionally, the nonexclusive jurisdiction of the aforesaid courts and waives any defense of forum non conveniens and irrevocably agrees to be bound by any judgment judgement rendered thereby in connection with this Agreement. Each Selling Securityholder The Grantor designates and appoints Xxxxx XxxxxxxxxxThe Prenxxxx-Xxxx Xxxporation System, Esq.Inc., General Counsel to the Company15 Cxxxxxxx Xxxxxx, and Xxx Xxxx, Xxx Xxxx 00000 xxx such other persons Person as may be hereafter be selected by the Selling Securityholder Grantor irrevocably agreeing in writing to so serve, as its agent to receive on its behalf service of all process in any such proceedings in any such courtcourt sitting in New York, New York, such service being hereby acknowledged by each Selling Securityholder the Grantor to be effective and binding service in every respect. A copy of any such process so served shall be mailed by registered mail to each Selling Securityholder the Grantor, at its address provided specified in Schedule 2 attached hereto; providedSection 23 hereof, however, that, except that unless otherwise provided by applicable law, any failure to mail such copy shall not affect the validity of service of such process. If any agent appointed by the Selling Securityholder Grantor refuses to accept service, each Selling Securityholder the Grantor hereby agrees that service of process upon it by mail shall constitute sufficient for personal jurisdiction in any action against each Selling Securityholder in the State of New York may be made by registered or certified mail, return receipt requested, to each Selling Securityholder at its address provided in Schedule 2 attached hereto, and each Selling Securityholder hereby acknowledges that such service shall be effective and binding in every respectnotice. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of any Underwriter the Collateral Agent to bring proceedings against each Selling Securityholder the Grantor in the courts of any other jurisdiction.

Consent to Jurisdiction and Service of Process. All judicial ---------------------------------------------- proceedings arising out of or relating to this Agreement may be brought in any state or federal court of competent jurisdiction in the State of New York, and by execution and delivery of this Agreement, each of the such Selling Securityholders Shareholder accepts for himself itself and in connection with its properties, generally and unconditionally, the nonexclusive jurisdiction of the aforesaid courts and waives any defense of forum non conveniens and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Agreement. Each Selling Securityholder Shareholder designates and appoints Xxxxx Xxxxxxxxxx, Esq., General Counsel to the Company___________________, and such other persons as may hereafter be by selected by the such Selling Securityholder Shareholder irrevocably agreeing in writing to so serve, as its agent to receive on its behalf service of all process in any such proceedings in any such court, such service being hereby acknowledged by each such Selling Securityholder Shareholder to be effective and binding service in every respect. A copy of any such process so served shall be mailed by registered mail to each such Selling Securityholder Stockholder at its the Company's address provided in Schedule 2 attached heretoSection 13 hereof; provided, however, that, unless otherwise provided by applicable law, any failure to mail such copy shall not affect the validity of service of such process. If any agent appointed by the such Selling Securityholder Shareholder refuses to accept service, each such Selling Securityholder Shareholder hereby agrees that service of process sufficient for personal jurisdiction in any action against each such Selling Securityholder Shareholder in the State of New York may be made by registered or certified mail, return receipt requested, to each such Selling Securityholder Shareholder at its the Company's address provided in Schedule 2 attached heretoSection 13 hereof, and each such Selling Securityholder Shareholder hereby acknowledges that such service shall be effective and binding in every respect. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of any Underwriter to bring proceedings against each such Selling Securityholder Shareholder in the courts of any other jurisdiction.

Consent to Jurisdiction and Service of Process. All judicial ---------------------------------------------- proceedings arising out of or relating to this Agreement may be brought in any state or federal court of competent jurisdiction in the State of New York, and by execution and delivery of this Agreement, each of the Selling Securityholders Securityholder accepts for himself itself and in connection with its properties, generally and unconditionally, the nonexclusive jurisdiction of the aforesaid courts and waives any defense of forum non conveniens and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Agreement. Each Selling Securityholder designates and appoints Xxxxx Xxxxxxxxxx, Esq., General Counsel to the Company, Vaugxx X. Xxxm and such other persons as may hereafter be selected by the each Selling Securityholder irrevocably irrevocable agreeing in writing to so serve, as its agent to receive on its behalf service of all process in any such proceedings in any such court, such service being hereby acknowledged by each the Selling Securityholder Shareholder to be effective and binding service in every respect. A copy of any such process so served shall be mailed by registered mail to each the Selling Securityholder at its address provided in Schedule 2 attached heretoSection 15 hereof; provided, however, that, unless otherwise provided by applicable law, any failure to mail such copy shall not affect the validity of service of such process. If any agent appointed by the a Selling Securityholder Shareholder refuses to accept service, each such Selling Securityholder hereby agrees that service of process sufficient for personal jurisdiction in any action against each Selling Securityholder in the State of New York may be made by registered or certified mail, return receipt requested, to each the Selling Securityholder Shareholder at its address provided in Schedule 2 attached heretoSection 15 hereof, and each Selling Securityholder hereby acknowledges that such service shall be effective and binding in every respect. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of any Underwriter to bring proceedings against each the Selling Securityholder in the courts of any other jurisdiction.

Consent to Jurisdiction and Service of Process. All judicial ---------------------------------------------- proceedings arising out of or relating to this Agreement may be brought in any state or federal court of competent jurisdiction in the State of New York, and by execution and delivery of this Agreement, each of the Selling Securityholders Stockholder accepts for himself itself and in connection with its properties, generally and unconditionally, the nonexclusive jurisdiction of the aforesaid courts and waives any defense of forum non conveniens and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Agreement. Each The Selling Securityholder designates Stockholders collectively designate and appoints Xxxxx Xxxxxxxxxx, Esq., General Counsel to the Companyappoint __________________, and such other persons as may hereafter be selected by the Selling Securityholder Stockholders acting together irrevocably agreeing in writing to so serve, as its agent to receive on its their behalf service of all process in any such proceedings in any such court, such service being hereby acknowledged by each Selling Securityholder Stockholder to be effective and binding service in every respect. A copy of any such process so served shall be mailed by registered mail to each Selling Securityholder Stockholder at its address provided in Schedule 2 attached heretoSection 13 hereof; provided, however, that, unless otherwise provided by applicable law, any failure to mail such copy shall not affect the validity of service of such process. If any agent appointed by the Selling Securityholder Stockholders refuses to accept service, each Selling Securityholder Stockholder hereby agrees that service of process sufficient for personal jurisdiction in any action against each the Selling Securityholder Stockholders in the State of New York may be made by registered or certified mail, return receipt requested, to each the Selling Securityholder Stockholder at its the address provided in Schedule 2 attached heretoSection 13 hereof, and each Selling Securityholder Stockholder hereby acknowledges that such service shall be effective and binding in every respect. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of any Underwriter to bring proceedings against each the Selling Securityholder Stockholders in the courts of any other jurisdiction.

Consent to Jurisdiction and Service of Process. All judicial ---------------------------------------------- proceedings arising out of or relating brought against any Grantor, with respect to this Agreement Agreement, the Guaranty or any other Credit Document may be brought in any state or federal court of competent jurisdiction in the State of New York, or California and by execution and delivery of this Agreement, Agreement each of the Selling Securityholders Grantor accepts for himself itself and in connection with its properties, generally and unconditionally, the nonexclusive jurisdiction of the aforesaid courts and waives courts, without any defense of objection to the venue chosen by Lender based on forum non conveniens or otherwise, and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Agreement, the Guaranty or any other Credit Document. Each Selling Securityholder designates The Grantors designate and appoints Xxxxx Xxxxxxxxxx, Esq., General Counsel to the Companyappoint Spelling Entertainment Group Inc., and such other persons Persons as may hereafter be selected by the Selling Securityholder irrevocably agreeing in writing to so serveGrantors, as its Grantors' agent to receive on its Grantors' behalf service of all process in any such proceedings proceeding in any such court, such service being hereby acknowledged by each Selling Securityholder Grantors to be effective and binding service in every respect. A copy of any such process so served shall be mailed by registered mail to each Selling Securityholder Grantor at its address provided in Schedule 2 attached the applicable signature page hereto; provided, however, that, except that unless otherwise provided by applicable law, any failure to mail such copy shall not affect the validity of service of such process. If any agent appointed by the Selling Securityholder any Grantor refuses to accept service, each Selling Securityholder the Grantors hereby agrees agree that service of process upon it by mail shall constitute sufficient for personal jurisdiction in any action against each Selling Securityholder in the State of New York may be made by registered or certified mail, return receipt requested, to each Selling Securityholder at its address provided in Schedule 2 attached hereto, and each Selling Securityholder hereby acknowledges that such service shall be effective and binding in every respectnotice. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of any Underwriter Lender to bring proceedings against each Selling Securityholder any Grantor in the courts of any other jurisdiction.

Consent to Jurisdiction and Service of Process. All judicial ---------------------------------------------- proceedings arising out of or relating to this Agreement may be brought in any state or federal court of competent jurisdiction in the State of New York, and by execution and delivery of this Agreement, each of the Selling Securityholders Securityholder accepts for himself itself and in connection with its properties, generally and unconditionally, the nonexclusive jurisdiction of the aforesaid courts and waives any defense of forum non conveniens and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Agreement. Each Selling Securityholder designates and appoints Xxxxx XxxxxxxxxxRobexx X. Xxxx, Esq., General Counsel to the Company, and xxd such other persons as may hereafter be selected by the each Selling Securityholder irrevocably agreeing in writing to so serve, as its agent to receive on its behalf service of all process in any such proceedings in any such court, such service being hereby acknowledged by each Selling Securityholder to be effective and binding service in every respect. A copy of any such process so served shall be mailed by registered mail to each Selling Securityholder at its address provided in Schedule 2 attached heretoSection 13 hereof; provided, however, that, unless otherwise provided by applicable law, any failure to mail such copy shall not affect the validity of service of such process. If any agent appointed by the each Selling Securityholder refuses to accept service, each Selling Securityholder hereby agrees that service of process sufficient for personal jurisdiction in any action against each the Selling Securityholder in the State of New York may be made by registered or certified mail, return receipt requested, to each Selling Securityholder at its address provided in Schedule 2 attached heretoSection 13 hereof, and each Selling Securityholder hereby acknowledges that such service shall be effective and binding in every respect. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of any Underwriter to bring proceedings against each Selling Securityholder in the courts of any other jurisdiction.

Consent to Jurisdiction and Service of Process. All judicial ---------------------------------------------- proceedings arising out of or relating to this Agreement may be brought in any state or federal court of competent jurisdiction in the State of New York, and by execution and delivery of this Agreement, each of the Selling Securityholders Company accepts for himself itself and in connection with its properties, generally and unconditionally, the nonexclusive jurisdiction of the aforesaid courts and waives any defense of forum non conveniens and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Agreement. Each Selling Securityholder The Company designates and appoints Xxxxx Xxxxxxxxxx, Esq., General Counsel to the Company___________________, and such other persons as may hereafter be selected by the Selling Securityholder Company irrevocably agreeing in writing to so serve, as its agent to receive on its behalf service of all process in any such proceedings in any such court, such service being hereby acknowledged by each Selling Securityholder the Company to be effective and binding service in every respect. A copy of any such process so served shall be mailed by registered mail to each Selling Securityholder Prudential Securities Incorporated at its address provided in Schedule 2 attached heretoSection 13 hereof; provided, however, that, unless otherwise provided by applicable law, any failure to mail such copy shall not affect the validity of service of such process. If any agent appointed by the Selling Securityholder Company refuses to accept service, each Selling Securityholder the Company hereby agrees that service of process sufficient for personal jurisdiction in any action against each Selling Securityholder the Company in the State of New York may be made by registered or certified mail, return receipt requested, to each Selling Securityholder the Company at its address provided in Schedule 2 attached heretoSection 13 hereof, and each Selling Securityholder the Company hereby acknowledges that such service shall be effective and binding in every respect. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of any Underwriter to bring proceedings against each Selling Securityholder the Company in the courts of any other jurisdiction.

Consent to Jurisdiction and Service of Process. All judicial ---------------------------------------------- proceedings arising out of or relating to this Agreement may be brought in any state or federal court of competent jurisdiction in the State of New York, and by execution and delivery of this Agreement, the Company and each of the Selling Securityholders Securityholder accepts for himself itself and in connection with its properties, generally and unconditionally, the nonexclusive jurisdiction of the aforesaid courts and waives any defense of forum non conveniens and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Agreement. Each The Selling Securityholder designates Securityholders designate and appoints Xxxxx Xxxxxxxxxx, Esq., General Counsel to the Companyappoint ______________, and such other persons as may hereafter be selected by the Selling Securityholder Securityholders irrevocably agreeing in writing to so serve, as its their agent to receive on its their behalf service of all process in any such proceedings in any such court, such service being hereby acknowledged by each the Selling Securityholder Securityholders to be effective and binding service in every respect. A copy of any such process so served shall be mailed by registered mail to each the Selling Securityholder at its address provided in Schedule 2 attached heretoSection 14 hereof; provided, however, that, unless otherwise provided by applicable law, any failure to mail such copy shall not affect the validity of service of such process. If any agent appointed by the Selling Securityholder refuses to accept service, each the Selling Securityholder hereby agrees that service of process sufficient for personal jurisdiction in any action against each the Selling Securityholder in the State of New York may be made by registered or certified mail, return receipt requested, to each the Selling Securityholder at its address provided in Schedule 2 attached Section 14 hereto, and each the Selling Securityholder hereby acknowledges that such service shall be effective and binding in every respect. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of any Underwriter to bring proceedings against each the Selling Securityholder in the courts of any other jurisdiction.

Consent to Jurisdiction and Service of Process. All judicial ---------------------------------------------- proceedings arising out of or relating to this Agreement may be brought in any state or federal court of competent jurisdiction in the State of New York, and by execution and delivery of this Agreement, each of the Selling Securityholders Securityholder accepts for himself itself and in connection with its properties, generally and unconditionally, the nonexclusive jurisdiction of the aforesaid courts and waives any defense of forum non conveniens and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Agreement. Each Selling Securityholder designates and appoints Xxxxx Xxxxxxxxxx, Esq., General Counsel to the CompanyX. XxXxxxx, and such other persons as may hereafter be selected by the such Selling Securityholder irrevocably agreeing in writing to so serve, as its agent to receive on its behalf service of all process in any such proceedings in any such court, such service being hereby acknowledged by each such Selling Securityholder to be effective and binding service in every respect. A copy of any such process so served shall be mailed by registered mail to each Selling Securityholder at its address provided in Schedule 2 attached heretoSection 15 hereof; provided, however, that, unless otherwise provided by -------- ------- applicable law, any failure to mail such copy shall not affect the validity of service of such process. If any agent appointed by the any Selling Securityholder refuses to accept service, each such Selling Securityholder hereby agrees that service of process sufficient for personal jurisdiction in any action against each such Selling Securityholder in the State of New York may be made by registered or certified mail, return receipt requested, to each such Selling Securityholder at its address provided in Schedule 2 attached heretoSection 15 hereof, and each such Selling Securityholder hereby acknowledges that such service shall be effective and binding in every respect. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of any Underwriter to bring proceedings against each any Selling Securityholder in the courts of any other jurisdiction. 15. 16.

Consent to Jurisdiction and Service of Process. All In addition to the provisions of Section 15, all judicial ---------------------------------------------- proceedings arising out of or relating to this Agreement may be brought in any state or federal court of competent jurisdiction in the State of New York, and by execution and delivery of this Agreement, each of the Company and the Selling Securityholders Shareholder accepts for itself and himself and in connection with its or his properties, generally generally, unconditionally and unconditionallyirrevocably, the nonexclusive jurisdiction of the aforesaid courts and irrevocably waives any objection to the venue of a proceeding in any such court or any defense of forum non conveniens and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Agreement. Each of the Company and the Selling Securityholder Shareholder designates and appoints Xxxxx XxxxxxxxxxCT Corporation System, Esq.1633 Xxxxxxxx, General Counsel to the CompanyXxx Xxxx, and Xxx Xxxx 00000, xxd such other persons located in the United States as may hereafter be selected by the Company or the Selling Securityholder irrevocably Shareholder, as the case may be, agreeing in writing to so serve, as its or his agent to receive on its or his behalf service of all process in any such proceedings in any such court, such service being hereby acknowledged by each the Company and the Selling Securityholder Shareholder to be effective and binding service in every respect. A copy of any such process so served shall be mailed by registered mail to each the Company or the Selling Securityholder at its address Shareholder, as the case may be, as provided in Schedule 2 attached heretoSection 13 hereof; providedPROVIDED, howeverHOWEVER, that, unless otherwise provided by applicable law, any failure to mail such copy shall not affect the validity of service of such process. If any agent appointed by the Company or the Selling Securityholder Shareholder refuses to accept service, each the Company and the Selling Securityholder Shareholder hereby agrees agree that service of process sufficient for personal jurisdiction in any action against each the Company or the Selling Securityholder Shareholder, as the case may be, in the State of New York may be made by registered or certified mail, return receipt requested, to each the Company or the Selling Securityholder at its address Shareholder, as the case may be, as provided in Schedule 2 attached heretoSection 13 hereof, and each of the Company and the Selling Securityholder Shareholder hereby acknowledges that such service shall be effective and binding in every respect. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of any Underwriter to bring proceedings against each the Company or the Selling Securityholder Shareholder in the courts of any other jurisdiction.

Consent to Jurisdiction and Service of Process. All judicial ---------------------------------------------- proceedings arising out of or relating to this Agreement may be brought in any state or federal court of competent jurisdiction in the State of New York, and by execution and delivery of this Agreement, each of the Selling Securityholders Securityholder accepts for himself itself and in connection with its properties, generally and unconditionally, the nonexclusive jurisdiction of the aforesaid courts and waives any defense of forum non conveniens and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Agreement. Each The Selling Securityholder Shareholder designates and appoints Xxxxx XxxxxxxxxxGary X. Xxxxxx, Esq., General Counsel to the Company, and xxd such other persons as may hereafter be selected by the Selling Securityholder Shareholder irrevocably agreeing in writing to so serve, as its agent to receive on its behalf service of all process in any such proceedings in any such court, such service being hereby acknowledged by each the Selling Securityholder Shareholder to be effective and binding service in every respect. A copy of any such process so served shall be mailed by registered mail to each the Selling Securityholder at its address provided in Schedule 2 attached heretoSection 13 hereof; provided, however, that, unless otherwise provided by applicable law, any failure to mail such copy shall not affect the validity of service of such process. If any agent appointed by the Selling Securityholder Shareholder refuses to accept service, each the Selling Securityholder Shareholder hereby agrees that service of process sufficient for personal jurisdiction in any action against each the Selling Securityholder Shareholder in the State of New York may be made by registered or certified mail, return receipt requested, to each the Selling Securityholder Shareholder at its address provided in Schedule 2 attached heretoSection 13 hereof, and each the Selling Securityholder Shareholder hereby acknowledges that such service shall be effective and binding in every respect. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of any Underwriter to bring proceedings against each the Selling Securityholder Shareholder in the courts of any other jurisdiction.

Consent to Jurisdiction and Service of Process. All judicial ---------------------------------------------- proceedings arising out of or relating to this Agreement may be brought in any state or federal court of competent jurisdiction in the State of New York, and by execution and delivery of this Agreement, each of the Selling Securityholders Company and the Securityholder accepts for himself itself and in connection with its properties, generally and unconditionally, the nonexclusive jurisdiction of the aforesaid courts and waives any defense of forum non conveniens and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Agreement. Each Selling of the Company and the Securityholder designates and appoints Xxxxx Xxxxxxxxxx, Esq., General Counsel to the Company__________________, and such other persons as may hereafter be selected by the Selling Company or the Securityholder irrevocably agreeing in writing to so serve, as its agent to receive on its behalf service of all process in any such proceedings in any such court, such service being hereby acknowledged by each Selling the Company and the Securityholder to be effective and binding service in every respect. A copy of any such process so served shall be mailed by registered mail to each Selling the Company and the Securityholder at its address provided in Schedule 2 attached heretoSection 13 hereof; provided, however, that, unless otherwise provided by applicable law, any failure to mail such copy shall not affect the validity of service of such process. If any agent appointed by the Selling Company or the Securityholder refuses to accept service, each Selling of the Company and the Securityholder hereby agrees that service of process sufficient for personal jurisdiction in any action against each Selling the Company or the Securityholder in the State of New York may be made by registered or certified mail, return receipt requested, to each Selling the Company or the Securityholder at its address provided in Schedule 2 attached heretoSection 13 hereof, and each Selling the Company and the Securityholder hereby acknowledges that such service shall be effective and binding in every respect. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of any Underwriter to bring proceedings against each Selling the Company or the Securityholder in the courts of any other jurisdiction.

Consent to Jurisdiction and Service of Process. All judicial proceedings ---------------------------------------------- proceedings arising out of or relating to this Agreement may be brought in any state or federal court of competent jurisdiction in the State of New York, and by execution and delivery of this Agreement, each of the Selling Securityholders Securityholder accepts for himself itself and in connection with its properties, generally and unconditionally, the nonexclusive jurisdiction of the aforesaid courts and waives any defense of forum non conveniens and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Agreement. Each Selling Securityholder designates and appoints Xxxxx Xxxxxxxxxx, Esq., General Counsel to the CompanyX. XxXxxxx, and such other persons as may hereafter be selected by the such Selling Securityholder irrevocably agreeing in writing to so serve, as its agent to receive on its behalf service of all process in any such proceedings in any such court, such service being hereby acknowledged by each such Selling Securityholder to be effective and binding service in every respect. A copy of any such process so served shall be mailed by registered mail to each Selling Securityholder at its address provided in Schedule 2 attached heretoSection 15 hereof; provided, however, that, unless otherwise provided by -------- ------- applicable law, any failure to mail such copy shall not affect the validity of service of such process. If any agent appointed by the any Selling Securityholder refuses to accept service, each such Selling Securityholder hereby agrees that service of process sufficient for personal jurisdiction in any action against each such Selling Securityholder in the State of New York may be made by registered or certified mail, return receipt requested, to each such Selling Securityholder at its address provided in Schedule 2 attached heretoSection 15 hereof, and each such Selling Securityholder hereby acknowledges that such service shall be effective and binding in every respect. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of any Underwriter to bring proceedings against each any Selling Securityholder in the courts of any other jurisdiction.

Consent to Jurisdiction and Service of Process. All judicial ---------------------------------------------- proceedings arising out of or relating to this Agreement may be brought in any state or federal court of competent jurisdiction in the State of New York, and by execution and delivery of this Agreement, the Company and each of the Selling Securityholders Securityholder accepts for himself itself and in connection with its properties, generally and unconditionally, the nonexclusive jurisdiction of the aforesaid courts and waives any defense of forum non conveniens and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Agreement. Each The Selling Securityholder designates Securityholders designate and appoints Xxxxx Xxxxxxxxxx, Esq., General Counsel to the Companyappoint Xxxxxxxxxxx X. Carton, and such other persons as may hereafter be selected by the Selling Securityholder Securityholders irrevocably agreeing in writing to so serve, as its their agent to receive on its their behalf service of all process in any such proceedings in any such court, such service being hereby acknowledged by each the Selling Securityholder Securityholders to be effective and binding service in every respect. A copy of any such process so served shall be mailed by registered mail to each the Selling Securityholder at its address provided in Schedule 2 attached heretoSection 14 hereof; provided, however, that, unless otherwise provided by applicable law, any failure to mail such copy shall not affect the validity of service of such process. If any agent appointed by the Selling Securityholder refuses to accept service, each the Selling Securityholder hereby agrees that service of process sufficient for personal jurisdiction in any action against each the Selling Securityholder in the State of New York may be made by registered or certified mail, return receipt requested, to each the Selling Securityholder at its address provided in Schedule 2 attached Section 14 hereto, and each the Selling Securityholder hereby acknowledges that such service shall be effective and binding in every respect. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of any Underwriter to bring proceedings against each the Selling Securityholder in the courts of any other jurisdiction.

Consent to Jurisdiction and Service of Process. All judicial ---------------------------------------------- proceedings arising out of or relating to this Agreement may be brought in any state or federal court of competent jurisdiction in the State of New York, and by execution and delivery of this Agreement, each of the Selling Securityholders Stockholder accepts for himself itself and in connection with its properties, generally and unconditionally, the nonexclusive jurisdiction of the aforesaid courts and waives any defense of forum non conveniens and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Agreement. Each Selling Securityholder designates and appoints Xxxxx Xxxxxxxxxx, Esq., General Counsel to the Company, and such other persons as may hereafter be selected by the Selling Securityholder irrevocably agreeing in writing to so serve, as its agent to receive on its behalf service of all process in any such proceedings in any such court, such service being hereby acknowledged by each Selling Securityholder to be effective and binding service in every respect. A copy of any such process so served shall be mailed by registered mail to each the Selling Securityholder Stockholder at its address provided in Schedule 2 attached heretoSection 13 hereof; provided, however, that, unless otherwise provided by applicable law, any failure to mail such copy shall not affect the validity of service of such process. If any agent appointed by the Selling Securityholder Stockholder refuses to accept service, each the Selling Securityholder Stockholder hereby agrees that service of process sufficient for personal jurisdiction in any action against each the Selling Securityholder Stockholder in the State of New York may be made by registered or certified mail, return receipt requested, to each the Selling Securityholder Stockholder at its the address provided in Schedule 2 attached heretoSection 13 -33- 34 hereof, and each the Selling Securityholder Stockholder hereby acknowledges that such service shall be effective and binding in every respect. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of any Underwriter to bring proceedings against each the Selling Securityholder Stockholder in the courts of any other jurisdiction.

Consent to Jurisdiction and Service of Process. All judicial ---------------------------------------------- proceedings arising out of or relating to this Agreement may be brought in any state or federal court of competent jurisdiction in the State of New York, and by execution and delivery of this Agreement, each of the Company and the Selling Securityholders accepts Securityholder accept for himself itself and in connection with its properties, generally and unconditionally, the nonexclusive jurisdiction of the aforesaid courts and waives any defense of forum non conveniens and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Agreement. Each The Company designates and appoints Xxxxx X. Xxxxxx and/or Xxxxx X. Xxxxxx, and the Selling Securityholder designates and appoints Xxxxx Xxxxxxxxxx, Esq., General Counsel to the Company________________, and such other persons as may hereafter be selected by the Company or the Selling Securityholder irrevocably agreeing in writing to so serve, as its agent their respective agents to receive on its the behalf of each service of all process in any such proceedings in any such court, such service being hereby acknowledged by each the Company and the Selling Securityholder to be effective and binding service in every respect. A copy of any such process so served shall be mailed by registered mail to each the Company and/or the Selling Securityholder at its the address provided for such party in Schedule 2 attached heretoSection 14 hereof; provided, however, that, unless -------- ------- otherwise provided by applicable law, any failure to mail such copy shall not affect the validity of service of such process. If any agent appointed by the Company or the Selling Securityholder refuses to accept service, each the Company or the Selling Securityholder Securityholder, as the case may be, hereby agrees that service of process sufficient for personal jurisdiction in any action against each the Company and/or the Selling Securityholder in the State of New York may be made by registered or certified mail, return receipt requested, to each the Company and the Selling Securityholder at its the address provided for such party in Schedule 2 attached heretoSection 14 hereof, and each of the Company and the Selling Securityholder hereby acknowledges that such service shall be effective and binding in every respectrespect with respect to itself. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of any Underwriter to bring proceedings against each the Company and/or the Selling Securityholder in the courts of any other jurisdiction.

Consent to Jurisdiction and Service of Process. All judicial ---------------------------------------------- proceedings arising out of or relating to this Agreement may be brought in any state or federal court of competent jurisdiction in the State of New York, and by execution and delivery of this Agreement, each of the Selling Securityholders Securityholder accepts for himself itself and in connection with its properties, generally and unconditionally, the nonexclusive jurisdiction of the aforesaid courts and waives any defense of forum non conveniens and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Agreement. Each The Selling Securityholder designates and appoints Xxxxx XxxxxxxxxxSelix X. Xxxxx, Esq., General Counsel to the Company, and xxd such other persons as may hereafter be selected by the Selling Securityholder irrevocably agreeing in writing to so serve, as its agent to receive on its behalf service of all process in any such proceedings in any such court, such service being hereby acknowledged by each the Selling Securityholder to be effective and binding service in every respect. A copy of any such process so served shall be mailed by registered mail to each the Selling Securityholder at its address provided in Schedule 2 attached heretoSection 13 hereof; provided, however, that, unless otherwise provided by applicable law, any failure to mail such copy shall not affect the validity of service of such process. If any agent appointed by the Selling Securityholder refuses to accept service, each the Selling Securityholder hereby agrees that service of process sufficient for personal jurisdiction in any action against each the Selling Securityholder in the State of New York may be made by registered or certified mail, return receipt requested, to each the Selling Securityholder at its address provided in Schedule 2 attached heretoSection 13 hereof, and each the Selling Securityholder hereby acknowledges that such service shall be effective and binding in every respect. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of any Underwriter to bring proceedings against each the Selling Securityholder in the courts of any other jurisdiction.

Consent to Jurisdiction and Service of Process. All judicial ---------------------------------------------- proceedings arising out of or relating to this Agreement may be brought in any state or federal court of competent jurisdiction in the State of New YorkDelaware, and by execution and delivery of this Agreement, each of the Company and Selling Securityholders each accepts for himself itself and in connection with its their respective properties, generally and unconditionally, the nonexclusive jurisdiction of the aforesaid courts and waives any defense of forum non conveniens and irrevocably agrees agree to be bound by any judgment rendered thereby in connection with this Agreement. Each The Selling Securityholder Securityholders designate and appoint Miles H. Gxxxx, xxd the Company designates and appoints Xxxxx Xxxxxxxxxx, Esq., General Counsel to the Company, and Miles H. Gxxxx xxx such other persons as may hereafter be selected by the Company or Selling Securityholder Securityholders irrevocably agreeing in writing to so serve, as its agent their respective agents to receive on its behalf service of all process in any such proceedings in any such court, such service being hereby acknowledged by each the Company and Selling Securityholder Securityholders to be effective and binding service in every respect. A copy of any such process so served shall be mailed by registered mail to each the Company and/or Selling Securityholder Securityholders at its address their respective addresses provided in Schedule 2 attached heretoSection 13 hereof; provided, however, that, unless otherwise provided by applicable law, any failure to mail such copy shall not affect the validity of service of such process. If any agent appointed by the Company or Selling Securityholder Securityholders refuses to accept service, the Company and Selling Securityholders each Selling Securityholder hereby agrees that service of process sufficient for personal jurisdiction in any action against each the Company or Selling Securityholder Securityholders in the State of New York Delaware may be made by registered or certified mail, return receipt requested, to each the Company and/or Selling Securityholder Securityholders, as applicable, at its address their respective addresses provided in Schedule 2 attached heretoSection 13 hereof, and Selling Securityholders and the Company each Selling Securityholder hereby acknowledges acknowledge that such service shall be effective and binding in every respect. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of any Underwriter to bring proceedings against each the Company and Selling Securityholder Securityholders in the courts of any other jurisdiction.

Consent to Jurisdiction and Service of Process. All judicial ---------------------------------------------- proceedings arising out of or relating to this Agreement may be brought in any state or federal court of competent jurisdiction in the State of New York, and by execution and delivery of this Agreement, each of the Selling Securityholders Securityholder accepts for himself itself and in connection with its properties, generally and unconditionally, the nonexclusive jurisdiction of the aforesaid courts and waives any defense of forum non conveniens FORUM NON CONVENIENS and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Agreement. Each The Selling Securityholder designates and appoints Xxxxx Xxxxxxxxxx, Esq., General Counsel to the CompanyX. Xxx, and such other persons as may hereafter be selected by the Selling Securityholder irrevocably agreeing in writing to so serve, as its agent to receive on its behalf service of all process in any such proceedings in any such court, such service being hereby acknowledged by each the Selling Securityholder to be effective and binding service in every respect. A copy of any such process so served shall be mailed by registered mail to each the Selling Securityholder at its the address provided in Schedule 2 attached heretoSection 14 hereof; providedPROVIDED, howeverHOWEVER, that, unless otherwise provided by applicable law, any failure to mail such copy shall not affect the validity of service of such process. If any agent appointed by the Selling Securityholder refuses to accept service, each the Selling Securityholder hereby agrees that service of process sufficient for personal jurisdiction in any action against each the Selling Securityholder in the State of New York may be made by registered or certified mail, return receipt requested, to each the Selling Securityholder at its address provided in Schedule 2 attached heretoSection 14 hereof, and each the Selling Securityholder hereby acknowledges that such service shall be effective and binding in every respect. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of any Underwriter to bring proceedings against each the Selling Securityholder in the courts of any other jurisdiction.

Consent to Jurisdiction and Service of Process. All judicial ---------------------------------------------- proceedings arising out of or relating to this Agreement may be brought in any state or federal court of competent jurisdiction in the State of New York, and by execution and delivery of this Agreement, each of the Selling Securityholders Securityholder accepts for himself itself and in connection with its properties, generally and unconditionally, the nonexclusive jurisdiction of the aforesaid courts and waives any defense of forum non conveniens and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Agreement. Each The Selling Securityholder designates and appoints Xxxxx Xxxxxxxxxx, Esq., General Counsel to the Company_____________, and such other persons as may hereafter be selected by the Selling Securityholder irrevocably irrevocable agreeing in writing to so serve, as its agent to receive on its behalf service of all process in any such proceedings in any such court, such service being hereby acknowledged by each the Selling Securityholder Shareholder to be effective and binding service in every respect. A copy of any such process so served shall be mailed by registered mail to each the Selling Securityholder at its address provided in Schedule 2 attached heretoSection 15 hereof; provided, however, that, unless otherwise provided by applicable law, any failure to mail such copy shall not affect the validity of service of such process. If any agent appointed by the Selling Securityholder Shareholder refuses to accept service, each the Selling Securityholder hereby agrees that service of process sufficient for personal jurisdiction in any action against each the Selling Securityholder in the State of New York may be made by registered or certified mail, return receipt requested, to each the Selling Securityholder at its address provided in Schedule 2 attached heretoSection 15 hereof, and each the Selling Securityholder hereby acknowledges that such service shall be effective and binding in every respect. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of any Underwriter to bring proceedings against each the Selling Securityholder in the courts of any other jurisdiction.

Consent to Jurisdiction and Service of Process. All judicial ---------------------------------------------- proceedings arising out of or relating to this Agreement may be brought in any state or federal court of competent jurisdiction in the State of New York, and by execution and delivery of this Agreement, each of the Company and the Selling Securityholders Securityholder accepts for himself itself and in connection with its properties, generally and unconditionally, the nonexclusive jurisdiction of the aforesaid courts and waives any defense of forum non conveniens and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Agreement. Each of the Company and the Selling Securityholder designates and appoints Xxxxx Xxxxxxxxxx[The Corporation Trust Company, Esq.000 Xxxxxx Xxxxxx, General Counsel to the CompanyXxx Xxxx, Xxx Xxxx 00000], and such other persons as may hereafter be selected by the Company or the Selling Securityholder irrevocably agreeing in writing to so serve, as its their agent to receive on its their behalf service of all process in any such proceedings in any such court, such service being hereby acknowledged by each the Company and the Selling Securityholder to be effective and binding service in every respect. A copy of any such process so served shall be mailed by registered mail to each the Company and the Selling Securityholder at its the address provided in Schedule 2 attached heretoSection 13 hereof; providedPROVIDED, howeverHOWEVER, that, unless otherwise provided by applicable law, any failure to mail such copy shall not affect the validity of service of such process. If any agent appointed by the Company or the Selling Securityholder refuses to accept service, each the Company and the Selling Securityholder each hereby agrees agree that service of process sufficient for personal jurisdiction in any action against each the Company or the Selling Securityholder in the State of New York may be made by registered or certified mail, return receipt requested, to each the Company or the Selling Securityholder Securityholder, as the case may be, at its the address provided in Schedule 2 attached heretoSection 13 hereof, and each the Company and the Selling Securityholder each hereby acknowledges acknowledge that such service shall be effective and binding in every respect. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of any Underwriter to bring proceedings against each the Company and the Selling Securityholder in the courts of any other jurisdiction.

Consent to Jurisdiction and Service of Process. All judicial ---------------------------------------------- proceedings arising out of or relating to this Agreement may be brought in any state or federal court of competent jurisdiction in the State of New York, and by execution and delivery of this Agreement, each of the Selling Securityholders Securityholder accepts for himself itself and in connection with its properties, generally and unconditionally, the nonexclusive jurisdiction of the aforesaid courts and waives any defense of forum non conveniens and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Agreement. Each Selling Securityholder designates and appoints Xxxxx Xxxxxxxxxx, Esq., General Counsel to the Company, Vaughn E. Drum and such other persons as may hereafter be selected by the selxxxxx xx each Selling Securityholder irrevocably irrevocable agreeing in writing to so serve, as its agent to receive on its behalf service of all process in any such proceedings in any such court, such service being hereby acknowledged by each the Selling Securityholder Shareholder to be effective and binding service in every respect. A copy of any such process so served shall be mailed by registered mail to each the Selling Securityholder at its address provided in Schedule 2 attached heretoSection 15 hereof; provided, however, that, unless otherwise provided by applicable law, any failure to mail such copy shall not affect the validity of service of such process. If any agent appointed by the a Selling Securityholder Shareholder refuses to accept service, each such Selling Securityholder hereby agrees that service of process sufficient for personal jurisdiction in any action against each Selling Securityholder in the State of New York may be made by registered or certified mail, return receipt requested, to each the Selling Securityholder Shareholder at its address provided in Schedule 2 attached heretoSection 15 hereof, and each Selling Securityholder hereby acknowledges that such service shall be effective and binding in every respect. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of any Underwriter to bring proceedings against each the Selling Securityholder in the courts of any other jurisdiction.

Consent to Jurisdiction and Service of Process. All judicial ---------------------------------------------- proceedings To the fullest extent permitted by applicable law, each of the Issuer and the Guarantors irrevocably submits to the non-exclusive jurisdiction of and venue in any U.S. federal or New York state court located in the Borough of Manhattan in the City of Xxx Xxxx, Xxxxxx xxx Xxxxx xx Xxx Xxxx, Xxxxxx Xxxxxx of America, in any legal action, suit or proceeding based on or arising out of or relating to this Agreement may be brought in any state under or federal court of competent jurisdiction in the State of New York, and by execution and delivery of this Agreement, each of the Selling Securityholders accepts for himself and in connection with its properties, generally and unconditionally, the nonexclusive jurisdiction of the aforesaid courts and waives any defense of forum non conveniens and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Agreement. Each Selling Securityholder designates Indenture, the Notes, the Guarantees and appoints Xxxxx Xxxxxxxxxx, Esq., General Counsel to the Companyany related documents, and irrevocably agrees that all claims in respect of such other persons as legal action, suit or proceeding may hereafter be selected by the Selling Securityholder irrevocably agreeing in writing to so serve, as its agent to receive on its behalf service of all process in any such proceedings determined in any such court. Each of the Issuer and the Guarantors, such service being hereby acknowledged by each Selling Securityholder to be effective and binding service in every respect. A copy of any such process so served shall be mailed by registered mail to each Selling Securityholder at its address provided in Schedule 2 attached hereto; provided, however, that, unless otherwise provided the fullest extent permitted by applicable law, any failure irrevocably and fully waives the defense of an inconvenient forum to mail such copy shall not affect the validity of service maintenance of such processlegal action, suit or proceeding and hereby irrevocably designates and appoints the CT Corporation System, 000 Xxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx, 00000, XXX (the “Authorized Agent”), as its authorized agent upon whom process may be served in any such legal action, suit or proceeding. If any agent appointed by The Issuer and the Selling Securityholder refuses Guarantors hereby irrevocably authorize and direct their Authorized Agent to accept such service, each Selling Securityholder hereby agrees . The Issuer and the Guarantors further agree that service of process sufficient for personal jurisdiction upon their Authorized Agent and written notice of such service to the Issuer and the Guarantors, as the case may be, as set forth above, shall be deemed in every respect effective service of process upon the Issuer or the Guarantors, as the case may be, in any action against each Selling Securityholder in the State of New York may be made by registered such suit or certified mail, return receipt requested, to each Selling Securityholder at its address provided in Schedule 2 attached hereto, and each Selling Securityholder hereby acknowledges that such service shall be effective and binding in every respectproceeding. Nothing herein shall affect the right of any person to serve process in any other manner permitted by law law. The Issuer and the Guarantors agree that a final action in any such suit or proceeding shall limit be conclusive and may be enforced in other jurisdictions by suit on the right of any Underwriter to bring proceedings against each Selling Securityholder judgment or in the courts of any other jurisdictionlawful manner. The Issuer and the Guarantors hereby irrevocably waive, to the extent permitted by law, any immunity to jurisdiction to which it may otherwise be entitled (including, without 117 limitation, immunity to pre-judgment attachment, post-judgment attachment and execution) in any legal suit, action or proceeding against it arising out of or based on this Indenture, the Notes or the transactions contemplated hereby. The provisions of this Section 12.7 are intended to be effective upon the execution of this Indenture and the Notes without any further action by the Issuer and the Guarantors, or the Trustee and the introduction of a true copy of this Indenture into evidence shall be conclusive and final evidence as to such matters.

Consent to Jurisdiction and Service of Process. All judicial ---------------------------------------------- proceedings arising out of or relating to this Agreement may be brought in any state or federal court of competent jurisdiction in the State of New York, and by execution and delivery of this Agreement, each of the Company and the Selling Securityholders Securityholder accepts for himself itself and in connection with its properties, generally and unconditionally, the nonexclusive jurisdiction of the aforesaid courts and waives any defense of forum non conveniens and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Agreement. Each of the Company and the Selling Securityholder designates and appoints Xxxxx Xxxxxxxxxx, Esq., General Counsel to the Company___, and such other persons as may hereafter be selected by the Company and the Selling Securityholder irrevocably agreeing in writing to so serve, as its their agent to receive on its their behalf service of all process in any such proceedings in any such court, such service being hereby acknowledged by each the Company and the Selling Securityholder to be effective and binding service in every respect. A copy of any such process so served shall be mailed by registered mail to each the Company and the Selling Securityholder at its the Company's address provided in Schedule 2 attached heretoSection 13 hereof; providedPROVIDED, howeverHOWEVER, that, unless otherwise provided by applicable law, any failure to mail such copy shall not affect the validity of service of such process. If any agent appointed by the Company and the Selling Securityholder refuses to accept service, each the Company and the Selling Securityholder hereby agrees that service of process sufficient for personal jurisdiction in any action against each the Company or the Selling Securityholder in the State of New York may be made by registered or certified mail, return receipt requested, to each the Company and the Selling Securityholder at its the Company's address provided in Schedule 2 attached heretoSection 13 hereof, and each the Company and the Selling Securityholder hereby acknowledges acknowledge that such service shall be effective and binding in every respect. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of any Underwriter to bring proceedings against each the Company or any Selling Securityholder in the courts of any other jurisdiction.

Consent to Jurisdiction and Service of Process. All judicial ---------------------------------------------- proceedings arising out of or relating to this Agreement may be brought in any state or federal court of competent jurisdiction in the State of New York, and by execution and delivery of this Agreement, each of the Selling Securityholders Securityholder accepts for himself itself and in connection with its properties, generally and unconditionally, the nonexclusive jurisdiction of the aforesaid courts and waives any defense of forum non conveniens and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Agreement. Each The Selling Securityholder designates and appoints Xxxxx Xxxxxxxxxx, Esq., General Counsel to the Company__________________, and such other persons as may hereafter be selected by the Selling Securityholder irrevocably agreeing in writing to so serve, as its agent to receive on its behalf service of all process in any such proceedings in any such court, such service being hereby acknowledged by each the Selling Securityholder to be effective and binding service in every respect. A copy of any such process so served shall be mailed by registered mail to each the Selling Securityholder at its address provided in Schedule 2 attached heretoSection 13 hereof; provided, however, that, unless otherwise provided by applicable law, any failure to mail such copy shall not affect the validity of service of such process. If any agent appointed by the Selling Securityholder refuses to accept service, each the Selling Securityholder hereby agrees that service of process sufficient for personal jurisdiction in any action against each the Selling Securityholder in the State of New York may be made by registered or certified mail, return receipt requested, to each the Selling Securityholder at its address provided in Schedule 2 attached heretoSection 13 hereof, and each the Selling Securityholder hereby acknowledges that such service shall be effective and binding in every respect. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of any Underwriter to bring proceedings against each the Selling Securityholder in the courts of any other jurisdiction.

Consent to Jurisdiction and Service of Process. All judicial ---------------------------------------------- proceedings arising out of or relating to this Agreement may be brought in any state or federal court of competent jurisdiction in the State Commonwealth of New YorkVirginia, and by execution and delivery of this Agreement, each of the Selling Securityholders Company accepts for himself itself and in connection with its properties, generally and unconditionally, the nonexclusive jurisdiction of the aforesaid courts and waives any defense of forum non conveniens and irrevocably agrees agree to be bound by any judgment rendered thereby in connection with this Agreement. Each Selling Securityholder The Company designates and appoints Xxxxx Xxxxxxxxxx, Esq., General Counsel to the Company, Xxxxxx X. Xxxxxxx and such other persons as may hereafter be selected by the Selling Securityholder Company irrevocably agreeing in writing to so serve, as its agent to receive on its behalf service of all process in any such proceedings in any such court, such service being hereby acknowledged by each Selling Securityholder the Company to be effective and binding service in every respect. A copy of any such process so served shall be mailed by registered mail to each Selling Securityholder the Company at its address provided in Schedule 2 attached heretoSection 13 hereof; provided, however, that, unless otherwise provided by applicable law, any failure to mail such copy shall not affect the validity of service of such process. If any agent appointed by the Selling Securityholder Company refuses to accept service, each Selling Securityholder the Company hereby agrees that service of process sufficient for personal jurisdiction in any action against each Selling Securityholder the Company in the State Commonwealth of New York Virginia may be made by registered or certified mail, return receipt requested, to each Selling Securityholder the Company as applicable, at its address provided in Schedule 2 attached heretoSection 14 hereof, and each Selling Securityholder the Company hereby acknowledges that such service shall be effective and binding in every respect. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of any Underwriter to bring proceedings against each Selling Securityholder the Company in the courts of any other jurisdiction.

Consent to Jurisdiction and Service of Process. All judicial ---------------------------------------------- proceedings arising out of or relating to this Agreement may be brought in any state or federal court of competent jurisdiction in the State of New York, and by execution and delivery of this Agreement, each of the Selling Securityholders accepts for himself and in connection with its propertiesSecurityholder accepts, generally and unconditionally, the nonexclusive jurisdiction of the aforesaid courts and waives any defense of forum non conveniens and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Agreement. Each Selling Securityholder designates and appoints Xxxxx XxxxxxxxxxPhilxxx X. Xxxxxx, Esq., General Counsel to the Company, and xxd such other persons as may hereafter be selected by the Selling Securityholder Securityholders irrevocably agreeing in writing to so serve, as its agent to receive on its behalf service of all process in any such proceedings in any such court, such service being hereby acknowledged by each Selling Securityholder to be effective and binding service in every respect. A copy of any such process so served shall be mailed by registered mail to each Selling Securityholder at its address provided in Schedule 2 attached heretoSection 15 hereof; provided, however, that, unless otherwise provided by applicable law, any failure to mail such copy shall not affect the validity of service of such process. If any agent appointed by the Selling Securityholder Securityholders refuses to accept service, each Selling Securityholder hereby agrees that service of process sufficient for personal jurisdiction in any action against each such Selling Securityholder in the State of New York may be made by registered or certified mail, return receipt requested, to each the Selling Securityholder at its address provided in Schedule 2 attached heretoSection 15 hereof, and each Selling Securityholder hereby acknowledges that such service shall be effective and binding in every respect. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of any Underwriter to bring proceedings against each the Selling Securityholder Securityholders in the courts of any other jurisdiction.

Consent to Jurisdiction and Service of Process. All judicial ---------------------------------------------- proceedings arising out of or relating to this Agreement may be brought in any state or federal court of competent jurisdiction in the State of New York, and by execution and delivery of this Agreement, each of the Company and the Selling Securityholders Securityholder accepts for himself itself and in connection with its properties, generally and unconditionally, the nonexclusive jurisdiction of the aforesaid courts and waives any defense of forum non conveniens and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Agreement. Each of the Company and the Selling Securityholder designates and appoints Xxxxx XxxxxxxxxxXxxx X. Xxxxxx and The Corporation Trust Company, Esq., General Counsel to the Companyrespectively, and such other persons as may hereafter be selected by the Company or the Selling Securityholder irrevocably agreeing in writing to so serve, as its agent to receive on its behalf service of all process in any such proceedings in any such court, such service being hereby acknowledged by each the Company and the Selling Securityholder to be effective and binding service in every respect. A copy of any such process so served shall be mailed by registered mail to each the Company and the Selling Securityholder at its address provided in Schedule 2 attached heretoSection 13 hereof; provided, however, that, unless otherwise provided by applicable law, any failure to mail such copy shall not affect the validity of service of such process. If any agent appointed by the Company or the Selling Securityholder refuses to accept service, each of the Company and the Selling Securityholder hereby agrees that service of process sufficient for personal jurisdiction in any action against each the Company or the Selling Securityholder in the State of New York may be made by registered or certified mail, return receipt requested, to each the Company or the Selling Securityholder at its address provided in Schedule 2 attached heretoSection 13 hereof, and each the Company and the Selling Securityholder hereby acknowledges that such service shall be effective and binding in every respect. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of any Underwriter to bring proceedings against each the Company or the Selling Securityholder in the courts of any other jurisdiction.

Consent to Jurisdiction and Service of Process. All judicial ---------------------------------------------- proceedings arising out Each Preferred Stockholder irrevocably consents to the non-exclusive jurisdiction of the state and federal courts located in the State of Delaware, agrees that any action, suit or relating to this Agreement proceeding by or among the Preferred Stockholders (or any of them) or the Company and any Preferred Stockholder may be brought in any state court in the 8 State of Delaware, and waives any objection which the Preferred Stockholder may now or federal court hereafter have to the choice of competent jurisdiction forum whether personal jurisdiction, venue, forum non conveniens or on any other ground. Each Preferred Stockholder hereby irrevocably designates, appoints and empowers the Secretary of the State of Delaware to receive for and on behalf of such Preferred Stockholder service of process in the State of New YorkDelaware, and by execution and delivery of this Agreement, each of the Selling Securityholders accepts for himself and in connection with its properties, generally and unconditionally, the nonexclusive jurisdiction of the aforesaid courts and waives any defense of forum non conveniens and Preferred Stockholder irrevocably agrees to be bound by any judgment rendered thereby in connection with this Agreement. Each Selling Securityholder designates and appoints Xxxxx Xxxxxxxxxx, Esq., General Counsel consents to the Company, and such other persons as may hereafter be selected by the Selling Securityholder irrevocably agreeing in writing to so serve, as its agent to receive on its behalf service of all process in any such proceedings in any such court, such service being hereby acknowledged by each Selling Securityholder to be effective and binding service in every respect. A copy of any such process so served shall be mailed by registered mail to each Selling Securityholder at its address provided in Schedule 2 attached hereto; provided, however, that, unless otherwise provided by applicable law, any failure to mail such copy shall not affect the validity of service of such process. If any agent appointed by the Selling Securityholder refuses to accept service, each Selling Securityholder hereby agrees that service of process sufficient for personal outside of the territorial jurisdiction in any action against each Selling Securityholder in the State of New York may be made said courts by mailing copies thereof by registered or certified United States mail, return receipt requestedpostage prepaid, to each Selling Securityholder at its such Preferred Stockholder's last known address provided as shown in Schedule 2 attached hereto, the records of the Company with the same effect as if the Preferred Stockholder were a resident of the State of Delaware and each Selling Securityholder hereby acknowledges that had been lawfully served in such service shall be effective and binding in every respectState. Nothing herein shall in this Agreement will affect the right to serve service of process in any other manner permitted by law law. Each Preferred Stockholder further agrees that final judgment against it or shall limit the right of him in any Underwriter to bring proceedings against each Selling Securityholder such action or proceeding will be conclusive and may be enforced in the courts of any other jurisdictionjurisdiction within or outside the State of Delaware by suit on the judgment, a certified or exemplified copy of which will be conclusive evidence of the fact and the amount of such judgment.

Consent to Jurisdiction and Service of Process. All judicial ---------------------------------------------- proceedings arising out of or relating to this Agreement may be brought in any state or federal court of competent jurisdiction in the State of New York, and by execution and delivery of this Agreement, each of the Selling Securityholders Securityholder accepts for himself itself and in connection with its properties, generally and unconditionally, the nonexclusive jurisdiction of the aforesaid courts and waives any defense of forum non conveniens and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Agreement. Each The Selling Securityholder designates Securityholders designate and appoints Xxxxx Xxxxxxxxxx, Esq., General Counsel to the Companyappoint ___________________, and such other persons as may hereafter be selected by the Selling Securityholder Securityholders irrevocably agreeing in writing to so serve, as its their agent to receive on its behalf service of all process in any such proceedings in any such court, such service being hereby acknowledged by each the Selling Securityholder Securityholders to be effective and binding service in every respect. A copy of any such process so served shall be mailed by registered mail to each Selling Securityholder at its address provided in Schedule 2 attached heretoSection 15 hereof; provided, however, that, unless otherwise ----------------- provided by applicable law, any failure to mail such copy shall not affect the validity of service of such process. If any agent appointed by the Selling Securityholder Securityholders refuses to accept service, each the Selling Securityholder Securityholders hereby agrees agree that service of process sufficient for personal jurisdiction in any action against each the Selling Securityholder Securityholders in the State of New York may be made by registered or certified mail, return receipt requested, to each the Selling Securityholder Securityholders at its their address provided in Schedule 2 attached heretoSection 15 hereof, and each the Selling Securityholder Securityholders hereby acknowledges acknowledge that such service shall be effective and binding in every respect. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of any Underwriter to bring proceedings against each the Selling Securityholder Securityholders in the courts of any other jurisdiction.

Consent to Jurisdiction and Service of Process. All judicial ---------------------------------------------- proceedings arising out Each of or relating to this Agreement may be brought the Company and each Holder hereby irrevocably appoints the Corporation Trust Company, at its office at 1209 Orange Street, Wilmington, DE 19801, its lawful agent and attornxx xx xxxxxx xxx xxxxxxxxxxx xxxxxxx xx any and all process against it in any state action, suit or federal court of competent jurisdiction in the State of New York, and by execution and delivery of this Agreement, each of the Selling Securityholders accepts for himself and in connection with its properties, generally and unconditionally, the nonexclusive jurisdiction of the aforesaid courts and waives any defense of forum non conveniens and irrevocably agrees to be bound by any judgment rendered thereby proceeding arising in connection with this AgreementAgreement and upon whom such process may be served, with the same effect as if such party were a resident of the State of Delaware and had been lawfully served with such process in such jurisdiction, and waives all claims of error by reason of such service, provided that in the case of any service upon such agent and attorney, the party effecting such service shall also deliver a copy thereof to each other party at the address and in the manner specified in Section 12.3. Each Selling Securityholder designates of the Company and appoints Xxxxx Xxxxxxxxxxeach Holder will enter into such agreements with such agent as may be necessary to constitute and continue the appointment of such agent hereunder. In the event that such agent and attorney resigns or otherwise becomes incapable of acting as such, Esq.each party will appoint a successor agent and attorney in Wilmington, General Counsel Delaware, reasonably satisfactory to the Company, and such other persons as may hereafter be selected by with like powers. Each party hereby irrevocably submits to the Selling Securityholder irrevocably agreeing non-exclusive jurisdiction of the United States District Court for the District of Delaware or any court of the State of Delaware located in writing to so serve, as its agent to receive on its behalf service the City of all process Wilmington in any such proceedings in action, suit or proceeding, and agrees that any such courtaction, such service being hereby acknowledged by each Selling Securityholder to be effective and binding service in every respect. A copy of any such process so served suit or proceeding shall be mailed by registered mail brought only in such court (and waives any objection based on forum non conveniens or any other objection to each Selling Securityholder at its address provided in Schedule 2 attached heretovenue therein); provided, however, that, unless otherwise provided by applicable law, any failure that such consent to mail such copy jurisdiction is solely for the purpose referred to in this Section 12.5 and shall not affect be deemed to be a general submission to the validity jurisdiction of service of such process. If any agent appointed by the Selling Securityholder refuses to accept service, each Selling Securityholder hereby agrees that service of process sufficient for personal jurisdiction in any action against each Selling Securityholder said courts or in the State of New York may be made by registered or certified mail, return receipt requested, to each Selling Securityholder at its address provided in Schedule 2 attached hereto, and each Selling Securityholder hereby acknowledges that Delaware other than for such service shall be effective and binding in every respectpurpose. Nothing herein shall affect the right of any party to serve process in any other manner permitted by law or shall limit the right of to commence legal proceedings or otherwise proceed against any Underwriter to bring proceedings against each Selling Securityholder other party in the courts of any other jurisdiction.

Consent to Jurisdiction and Service of Process. All judicial ---------------------------------------------- proceedings arising out of or relating to this Agreement may be brought in any state or federal court of competent jurisdiction in the State of New York, and by execution and delivery of this Agreement, each of the Selling Securityholders Securityholder accepts for himself itself and in connection with its properties, generally and unconditionally, the nonexclusive jurisdiction of the aforesaid courts and waives any defense of forum non conveniens and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Agreement. Each The Selling Securityholder designates and appoints Xxxxx Xxxxxxxxxx, Esq., General Counsel to the Company_______________, and such other persons as may hereafter be selected by the Selling Securityholder irrevocably agreeing in writing to so serve, as its agent to receive on its behalf service of all process in any such proceedings in any such court, such service being hereby acknowledged by each the Selling Securityholder to be effective and binding service in every respect. A copy of any such process so served shall be mailed by registered mail to each the Selling Securityholder at its the address provided in Schedule 2 attached heretoSection 14 hereof; provided, however, that, unless otherwise provided by applicable law, any failure to mail such copy shall not affect the validity of service of such process. If any agent appointed by the Selling Securityholder refuses to accept service, each the Selling Securityholder hereby agrees that service of process sufficient for personal jurisdiction in any action against each the Selling Securityholder in the State of New York may be made by registered or certified mail, return receipt requested, to each the Selling Securityholder at its address provided in Schedule 2 attached heretoSection 14 hereof, and each the Selling Securityholder hereby acknowledges that such service shall be effective and binding in every respect. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of any Underwriter to bring proceedings against each the Selling Securityholder in the courts of any other jurisdiction.

Consent to Jurisdiction and Service of Process. All judicial ---------------------------------------------- proceedings arising out of or relating to this Agreement may be brought in any state or federal court of competent jurisdiction in the State of New York, and by execution and delivery of this Agreement, each of the Company, the Selling Securityholders Securityholder and each Nortex Owner accepts for himself itself and in connection with its properties, generally and unconditionally, the nonexclusive jurisdiction of the aforesaid courts and waives any defense of forum non conveniens and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Agreement. Each Selling Securityholder Nortex Holdings and each Nortex Owner designates and appoints Xxxxx Xxxxxxxxxx, Esq., General Counsel to the Company, X. Xxxxxxxx and such other persons as may hereafter be selected by the Selling Securityholder or Nortex Owner irrevocably agreeing in writing to so serve, as its agent to receive on its behalf service of all process in any such proceedings in any such court, such service being hereby acknowledged by each the Selling Securityholder and Nortex Owner to be effective and binding service in every respect. A copy of any such process so served shall be mailed by registered mail to each the Selling Securityholder or Nortex Owner at its or his address provided in Schedule 2 attached heretoSection 13 hereof; provided, however, that, unless otherwise provided by applicable law, any failure to mail such copy shall not affect the validity of service of such process. If any agent appointed by the Selling Securityholder or Nortex Owner refuses to accept service, each the Selling Securityholder or Nortex Owner hereby agrees that service of process sufficient for personal jurisdiction in any action against each the Selling Securityholder or Nortex Owner in the State of New York may be made by registered or certified mail, return receipt requested, to each the Selling Securityholder or Nortex Owner at its or his address provided in Schedule 2 attached heretoSection 13 hereof, and each the Selling Securityholder or Nortex Owner hereby acknowledges that such service shall be effective and binding in every respect. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of any Underwriter to bring proceedings against each any Selling Securityholder or Nortex Owner in the courts of any other jurisdiction.

Consent to Jurisdiction and Service of Process. All judicial ---------------------------------------------- proceedings arising out of or relating to this Agreement may be brought in any state or federal court of competent jurisdiction in the State of New York, and by execution and delivery of this Agreement, each of the Selling Securityholders Company and the Operating Partnership accepts for himself itself and in connection with its properties, generally and unconditionally, the nonexclusive jurisdiction of the aforesaid courts and waives any defense of forum non conveniens and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Agreement. Each Selling Securityholder of the Company and the Operating Partnership designates and appoints Xxxxx Xxxxxxxxxx, Esq., General Counsel to the Corporation Service Company, and such other persons as may hereafter be selected by each of the Selling Securityholder Company and the Operating Partnership irrevocably agreeing in writing to so serve, as its agent to receive on its behalf service of all process in any such proceedings in any such court, such service being hereby acknowledged by each Selling Securityholder of the Company and the Operating Partnership to be effective and binding service in every respect. A copy of any such process so served shall be mailed by registered mail to each Selling Securityholder of the Company and the Operating Partnership at its address provided in Schedule 2 attached heretoSection 13 hereof; provided, -------- however, that, unless otherwise provided by applicable law, any failure to mail ------- such copy shall not affect the validity of service of such process. If any agent appointed by the Selling Securityholder Company or the Operating Partnership refuses to accept service, each Selling Securityholder of the Company and the Operating Partnership hereby agrees that service of process sufficient for personal jurisdiction in any action against each Selling Securityholder the Company or the Operating Partnership in the State of New York may be made by registered or certified mail, return receipt requested, to each Selling Securityholder the Company or the Operating Partnership at its address provided in Schedule 2 attached heretoSection 13 hereof, and each Selling Securityholder of the Company and the Operating Partnership hereby acknowledges that such service shall be effective and binding in every respect. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of any Underwriter to bring proceedings against each Selling Securityholder of the Company and the Operating Partnership in the courts of any other jurisdiction.

Consent to Jurisdiction and Service of Process. All judicial ---------------------------------------------- proceedings arising out of or relating to this Agreement may be brought in any state or federal court of competent jurisdiction in the State of New YorkCalifornia, and by execution and delivery of this Agreement, each of the Company and the Selling Securityholders Stockholder each accepts for himself itself and in connection with its their respective properties, generally and unconditionally, the nonexclusive jurisdiction of the aforesaid courts and waives any defense of forum non conveniens and irrevocably agrees agree to be bound by any judgment rendered thereby in connection with this Agreement. Each The Selling Securityholder Stockholder designates and appoints Xxxxx XxxxxxxxxxXxxxxxx, Esq., General Counsel to and the Company, Company designates and appoints Xxxxx X. Xxxxxxx and such other persons as may hereafter be selected by the Company or the Selling Securityholder Stockholder irrevocably agreeing in writing to so serve, as its agent their respective agents to receive on its behalf service of all process in any such proceedings in any such court, such service being hereby acknowledged by each the Company and the Selling Securityholder Stockholder to be effective and binding service in every respect. A copy of any such process so served shall be mailed by registered mail to each the Company and/or the Selling Securityholder Stockholder at its address their respective addresses provided in Schedule 2 attached heretoSection 14 hereof; provided, however, that, unless otherwise provided by applicable law, any failure to mail such copy shall not affect the validity of service of such process. If any agent appointed by the Company or the Selling Securityholder Stockholder refuses to accept service, the Company and the Selling Stockholder each Selling Securityholder hereby agrees that service of process sufficient for personal jurisdiction in any action against each the Company or the Selling Securityholder Stockholder in the State of New York California may be made by registered or certified mail, return receipt requested, to each the Company and/or the Selling Securityholder Stockholder, as applicable, at its address their respective addresses provided in Schedule 2 attached heretoSection 14 hereof, and Selling Stockholder and the Company each Selling Securityholder hereby acknowledges acknowledge that such service shall be effective and binding in every respect. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of any Underwriter to bring proceedings against each the Company and the Selling Securityholder Stockholder in the courts of any other jurisdiction.

Consent to Jurisdiction and Service of Process. All judicial ---------------------------------------------- proceedings arising out of or relating to this Agreement may be brought in any state or federal court of competent jurisdiction in the State of New York, and by execution and delivery of this Agreement, each of the Selling Securityholders Stockholders accepts for himself itself and in connection with its properties, generally and unconditionally, the nonexclusive jurisdiction of the aforesaid courts and waives any defense of forum non conveniens and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Agreement. Each The Selling Securityholder designates Stockholders designate and appoints Xxxxx Xxxxxxxxxx, Esq., General Counsel to the Companyappoint __________________, and such other persons as may hereafter be selected by the Selling Securityholder Stockholder irrevocably agreeing in writing to so serve, as its agent to receive on its their behalf service of all process in any such proceedings in any such court, such service being hereby acknowledged by each Selling Securityholder Stockholder to be effective and binding service in every respect. A copy of any such process so served shall be mailed by registered mail to each the Selling Securityholder Stockholder at its address provided in Schedule 2 attached heretoSection 14 hereof; provided, however, that, unless otherwise provided by applicable law, any failure to mail such copy shall not affect the validity of service of such process. If any agent appointed by the Selling Securityholder Stockholder refuses to accept service, each the Selling Securityholder Stockholder hereby agrees that service of process sufficient for personal jurisdiction in any action against each the Selling Securityholder Stockholder in the State of New York may be made by registered or certified mail, return receipt requested, to each the Selling Securityholder Stockholder at its address provided in Schedule 2 attached heretoSection 14 hereof, and each the Selling Securityholder Stockholder hereby acknowledges that such service shall be effective and binding in every respect. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of any Underwriter to bring proceedings against each the Selling Securityholder Stockholder in the courts of any other jurisdiction.

Consent to Jurisdiction and Service of Process. All judicial ---------------------------------------------- proceedings arising out of or relating to this Agreement may be brought in any state or federal court of competent jurisdiction in the State of New York, and by execution and delivery of this Agreement, each of the Selling Securityholders accepts for himself itself and in connection with its properties, generally and unconditionally, the nonexclusive jurisdiction of the aforesaid courts and waives any defense of forum non conveniens and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Agreement. Each of the Selling Securityholder Securityholders designates and appoints Xxxxx XxxxxxxxxxCloyxx X. Xxxxxxx xxx Joe Xxxxxx, Esq., General Counsel to the Companyxxd each or either of them, and such other persons as may hereafter be selected by each of the Selling Securityholder Securityholders irrevocably agreeing in writing to so serve, as its agent to receive on its of each of their behalf service of all process in any such proceedings in any such court, such service being hereby acknowledged by each the Selling Securityholder to be effective and binding service in every respect. A copy of any such process so served shall be mailed by registered mail to each the Selling Securityholder at its address provided in Schedule 2 attached heretoSection 15 hereof; provided, however, that, unless otherwise provided by applicable law, any failure to mail such copy shall not affect the validity of service of such process. If any agent appointed by the a Selling Securityholder refuses to accept service, each such Selling Securityholder hereby agrees that service of process sufficient for personal jurisdiction in any action against each the Selling Securityholder in the State of New York may be made by registered or certified mail, return receipt requested, to each the Selling Securityholder at its address provided in Schedule 2 attached heretoSection 15 hereof, and each the Selling Securityholder hereby acknowledges that such service shall be effective and binding in every respect. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of any Underwriter to bring proceedings against each the Selling Securityholder in the courts of any other jurisdiction.

Consent to Jurisdiction and Service of Process. All judicial ---------------------------------------------- proceedings arising out of or relating to this Agreement may be brought in any state or federal court of competent jurisdiction in the State Commonwealth of New YorkVirginia, and by execution and delivery of this Agreement, the Company and Stockholders each of the Selling Securityholders accepts for himself itself and in connection with its their respective properties, generally and unconditionally, the nonexclusive jurisdiction of the aforesaid courts and waives any defense of forum non conveniens and irrevocably agrees agree to be bound by any judgment rendered thereby in connection with this Agreement. Each Selling Securityholder Stockholders designate and appoint Philxxx X. Xxxxxx, xxd the Company designates and appoints Brucx X. Xxxxx Xxxxxxxxxx, Esq., General Counsel to the Company, and xxx such other persons as may hereafter be selected by the Selling Securityholder Company or Stockholders irrevocably agreeing in writing to so serve, as its agent their respective agents to receive on its behalf service of all process in any such proceedings in any such court, such service being hereby acknowledged by each Selling Securityholder the Company and Stockholders to be effective and binding service in every respect. A copy of any such process so served shall be mailed by registered mail to each Selling Securityholder the Company and/or Stockholders at its address their respective addresses provided in Schedule 2 attached heretoSection 13 hereof; provided, however, that, unless otherwise provided by applicable law, any failure to mail such copy shall not affect the validity of service of such process. If any agent appointed by the Selling Securityholder Company or Stockholders refuses to accept service, the Company and Stockholders each Selling Securityholder hereby agrees that service of process sufficient for personal jurisdiction in any action against each Selling Securityholder the Company or Stockholders in the State Commonwealth of New York Virginia may be made by registered or certified mail, return receipt requested, to each Selling Securityholder the Company and/or Stockholders, as applicable, at its address their respective addresses provided in Schedule 2 attached heretoSection 13 hereof, and Stockholders and the Company each Selling Securityholder hereby acknowledges acknowledge that such service shall be effective and binding in every respect. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of any Underwriter to bring proceedings against each Selling Securityholder in the courts of any other jurisdiction.manner

Consent to Jurisdiction and Service of Process. All judicial ---------------------------------------------- proceedings arising out of or relating to this Agreement may be brought in any state or federal court of competent jurisdiction in the State of New York, and by execution and delivery of this Agreement, each of the Selling Securityholders Stockholder accepts for himself itself and in connection with its properties, generally and unconditionally, the nonexclusive jurisdiction of the aforesaid courts and waives any defense of forum non conveniens and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Agreement. Each The Selling Securityholder Stockholder designates and appoints Xxxxx Xxxxxxxxxx, Esq., General Counsel to the Company__________________, and such other persons as may hereafter be selected by the Selling Securityholder Stockholder irrevocably agreeing in writing to so serve, as its agent to receive on its behalf service of all process in any such proceedings in any such court, such service being hereby acknowledged by each the Selling Securityholder Stockholder to be effective and binding service in every respect. A copy of any such process so served shall be mailed by registered mail to each the Selling Securityholder at its address provided in Schedule 2 attached heretoSection 13 hereof; provided, however, that, unless otherwise provided by applicable law, any failure to mail such copy shall not affect the validity of service of such process. If any agent appointed by the Selling Securityholder Stockholder refuses to accept service, each the Selling Securityholder Stockholder hereby agrees that service of process sufficient for personal jurisdiction in any action against each the Selling Securityholder Stockholder in the State of New York may be made by registered or certified mail, return receipt requested, to each the Selling Securityholder Stockholder at its address provided in Schedule 2 attached heretoSection 13 hereof, and each the Selling Securityholder Stockholder hereby acknowledges that such service shall be effective and binding in every respect. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of any Underwriter to bring proceedings against each the Selling Securityholder Stockholder in the courts of any other jurisdiction.

Consent to Jurisdiction and Service of Process. All judicial ---------------------------------------------- proceedings arising out of or relating to this Agreement may be brought in any state or federal court of competent jurisdiction in the State of New York, and by execution and delivery of this Agreement, each of the Selling Securityholders Company and the Operating Partnership accepts for himself itself and in connection with its properties, generally and unconditionally, the nonexclusive jurisdiction of the aforesaid courts and waives any defense of forum non conveniens and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Agreement. Each Selling Securityholder of the Company and the Operating Partnership designates and appoints Xxxxx Xxxxxxxxxx, Esq., General Counsel to the CompanyXxxxxx Xxxxxxxx, and such other persons as may hereafter be selected by each of the Selling Securityholder Company and the Operating Partnership irrevocably agreeing in writing to so serve, as its agent to receive on its behalf service of all process in any such proceedings in any such court, such service being hereby acknowledged by each Selling Securityholder of the Company and the Operating Partnership to be effective and binding service in every respect. A copy of any such process so served shall be mailed by registered mail to each Selling Securityholder of the Company and the Operating Partnership at its address provided in Schedule 2 attached heretoSection 13 hereof; provided, however, that, unless otherwise provided by applicable law, any failure to mail such copy shall not affect the validity of service of such process. If any agent appointed by the Selling Securityholder Company or the Operating Partnership refuses to accept service, each Selling Securityholder of the Company and the Operating Partnership hereby agrees that service of process sufficient for personal jurisdiction in any action against each Selling Securityholder the Company or the Operating Partnership in the State of New York may be made by registered or certified mail, return receipt requested, to each Selling Securityholder the Company or the Operating Partnership at its address provided in Schedule 2 attached heretoSection 13 hereof, and each Selling Securityholder of the Company and the Operating Partnership hereby acknowledges that such service shall be effective and binding in every respect. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of any Underwriter to bring proceedings against each Selling Securityholder the Company and the Operating Partnership in the courts of any other jurisdiction.

Consent to Jurisdiction and Service of Process. All judicial ---------------------------------------------- proceedings arising out of or relating to this Agreement may be brought in any state or federal court of competent jurisdiction in the State of New York, and by execution and delivery of this Agreement, each of the Selling Securityholders Shareholder accepts for himself itself and in connection with its properties, generally and unconditionally, the nonexclusive jurisdiction of the aforesaid courts and waives any defense of forum non conveniens and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Agreement. Each The Selling Securityholder Shareholder designates and appoints Xxxxx Xxxxxxxxxx, Esq., General Counsel to the Company[_____], and such other persons as may hereafter be selected by the Selling Securityholder irrevocably Shareholder irrevocable agreeing in writing to so serve, as its agent to receive on its behalf service of all process in any such proceedings in any such court, such service being hereby acknowledged by each the Selling Securityholder Shareholder to be effective and binding service in every respect. A copy of any such process so served shall be mailed by registered mail to each the Selling Securityholder at its address provided in Schedule 2 attached heretoSection 13 hereof; provided, however, that, unless otherwise provided by applicable law, any failure to mail such copy shall not affect the validity of service of such process. If any agent appointed by the Selling Securityholder Shareholder refuses to accept service, each the Selling Securityholder Shareholder hereby agrees that service of process sufficient for personal jurisdiction in any action against each the Selling Securityholder Shareholder in the State of New York may be made by registered or certified mail, return receipt requested, to each the Selling Securityholder Shareholder at its address provided in Schedule 2 attached heretoSection 13 hereof, and each the Selling Securityholder Shareholder hereby acknowledges that such service shall be effective and binding in every respect. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of any Underwriter to bring proceedings against each the Selling Securityholder Shareholder in the courts of any other jurisdiction.

Consent to Jurisdiction and Service of Process. All judicial ---------------------------------------------- proceedings arising out of or relating to this Agreement may be brought in any state or federal court of competent jurisdiction in the State of New York, and by execution and delivery of this Agreement, the Company, each of the Selling Securityholders Securityholder and each Nortex Owner accepts for himself itself and in connection with its properties, generally and unconditionally, the nonexclusive jurisdiction of the aforesaid courts and waives any defense of forum non conveniens and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Agreement. Each Selling Securityholder and each Nortex Owner designates and appoints Xxxxx XxxxxxxxxxLarrx X. Xxxxxxxx, Esq., General Counsel to the Company, and xxd such other persons as may hereafter be selected by the Selling Securityholder or Nortex Owner irrevocably agreeing in writing to so serve, as its agent to receive on its behalf service of all process in any such proceedings in any such court, such service being hereby acknowledged by 36 each Selling Securityholder and Nortex Owner to be effective and binding service in every respect. A copy of any such process so served shall be mailed by registered mail to each the Selling Securityholder or Nortex Owner at its or his address provided in Schedule 2 attached heretoSection 14 hereof; provided, however, that, unless otherwise provided by applicable law, any failure to mail such copy shall not affect the validity of service of such process. If any agent appointed by the a Selling Securityholder or Nortex Owner refuses to accept service, each the Selling Securityholder or Nortex Owner hereby agrees that service of process sufficient for personal jurisdiction in any action against each the Selling Securityholder or Nortex Owner in the State of New York may be made by registered or certified mail, return receipt requested, to each the Selling Securityholder or Nortex Owner at its or his address provided in Schedule 2 attached heretoSection 14 hereof, and each the Selling Securityholder or Nortex Owner hereby acknowledges that such service shall be effective and binding in every respect. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of any Underwriter to bring proceedings against each any Selling Securityholder or Nortex Owner in the courts of any other jurisdiction.

Consent to Jurisdiction and Service of Process. All judicial ---------------------------------------------- proceedings arising out of or relating to this Agreement may be brought in any state or federal court of competent jurisdiction in the State of New York, and by execution and delivery of this Agreement, each of the Selling Securityholders Company and the Operating Partnership accepts for himself itself and in connection with its properties, generally and unconditionally, the nonexclusive jurisdiction of the aforesaid courts and waives any defense of forum non conveniens and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Agreement. Each Selling Securityholder of the Company and the Operating Partnership designates and appoints Xxxxx Xxxxxxxxxx, Esq., General Counsel to the Company__________________, and such other persons as may hereafter be selected by each of the Selling Securityholder Company and the Operating Partnership irrevocably agreeing in writing to so serve, as its agent to receive on its behalf service of all process in any such proceedings in any such court, such service being hereby acknowledged by each Selling Securityholder of the Company and the Operating Partnership to be effective and binding service in every respect. A copy of any such process so served shall be mailed by registered mail to each Selling Securityholder of the Company and the Operating Partnership at its address provided in Schedule 2 attached heretoSection 13 hereof; provided, however, that, unless otherwise -------- ------- provided by applicable law, any failure to mail such copy shall not affect the validity of service of such process. If any agent appointed by the Selling Securityholder Company or the Operating Partnership refuses to accept service, each Selling Securityholder of the Company and the Operating Partnership hereby agrees that service of process sufficient for personal jurisdiction in any action against each Selling Securityholder the Company or the Operating Partnership in the State of New York may be made by registered or certified mail, return receipt requested, to each Selling Securityholder the Company or the Operating Partnership at its address provided in Schedule 2 attached heretoSection 13 hereof, and each Selling Securityholder of the Company and the Operating Partnership hereby acknowledges that such service shall be effective and binding in every respect. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of any Underwriter to bring proceedings against each Selling Securityholder of the Company and the Operating Partnership in the courts of any other jurisdiction.

Consent to Jurisdiction and Service of Process. All judicial ---------------------------------------------- proceedings arising out of or relating to this Agreement and the Pricing Agreement may be brought in any state or federal court of competent jurisdiction in the State of New YorkIllinois, and by execution and delivery of this Agreement, each of the Company and the Selling Securityholders accepts Stockholders accept for himself themselves and in connection with its their properties, generally and unconditionally, the nonexclusive jurisdiction of the aforesaid courts and waives waive any defense of forum non conveniens and irrevocably agrees agree to be bound by any final judgment rendered thereby in connection with this Agreement. Each The Company and the Selling Securityholder designates Stockholders designate and appoints Xxxxx Xxxxxxxxxx, Esq., General Counsel to the Companyappoint __________________, and such other persons as may hereafter be selected by the Company and the Selling Securityholder Stockholders irrevocably agreeing in writing to so serve, as its their agent to receive on its their behalf service of all process in any such proceedings in any such court, such service being hereby acknowledged by each the Company and the Selling Securityholder Stockholders to be effective and binding service in every respect. A copy of any such process so served to serviced shall be mailed by registered mail to each the Company and the Selling Securityholder Stockholders at its address the addresses provided in Schedule 2 attached heretoSection 15 hereof; provided, however, that, unless otherwise provided by applicable law, any failure to mail such copy shall not affect the validity of service of such process. If any agent appointed by the Company or the Selling Securityholder Stockholders refuses to accept service, each the Company and the Selling Securityholder Stockholders hereby agrees agree that service of process sufficient for personal jurisdiction in any action against each the Company and the Selling Securityholder Stockholders in the State of New York Illinois may be made by registered or certified mail, return receipt requested, requested to each the Company and the Selling Securityholder Stockholders at its address the addresses provided in Schedule 2 attached heretoSection 15 hereof, and each the Company and the Selling Securityholder Stockholders hereby acknowledges acknowledge that such service shall be effective and binding in every respect. Nothing herein shall affect the to right to serve process in any other manner permitted by law or shall limit the right of any Underwriter to bring proceedings proceeding against each the Company and the Selling Securityholder Stockholders in the courts of any other jurisdiction.

Consent to Jurisdiction and Service of Process. All judicial ---------------------------------------------- proceedings arising out of or relating brought against each Grantor with respect to this Agreement may be brought in any state or federal Federal court of competent jurisdiction sitting in the State of New York, New York and by execution and delivery of this Agreement, Agreement each of the Selling Securityholders Grantor accepts for himself itself and in connection with its propertiesthe Collateral, generally and unconditionally, the nonexclusive jurisdiction of the aforesaid courts and waives any defense of forum non conveniens and irrevocably agrees to be bound by any judgment judgement rendered thereby in connection with this Agreement. Each Selling Securityholder Grantor designates and appoints Xxxxx XxxxxxxxxxThe Prenxxxx-Xxxx Xxxporation System, Esq.Inc., General Counsel to the Company15 Cxxxxxxx Xxxxxx, and Xxx Xxxx, Xxx Xxxx 00000 xxx such other persons Person as may be hereafter be selected by the Selling Securityholder Grantor irrevocably agreeing in writing to so serve, as its agent to receive on its behalf service of all process in any such proceedings in any such courtcourt sitting in New York, New York, such service being hereby acknowledged by each Selling Securityholder the Grantor to be effective and binding service in every respect. A copy of any such process so served shall be mailed by registered mail to each Selling Securityholder the applicable Grantor, at its address provided specified in Schedule 2 attached hereto; providedSection 23 hereof, however, that, except that unless otherwise provided by applicable law, any failure to mail such copy shall not affect the validity of service of such process. If any agent appointed by the Selling Securityholder a Grantor refuses to accept service, each Selling Securityholder such Grantor hereby agrees that service of process upon it by mail shall constitute sufficient for personal jurisdiction in any action against each Selling Securityholder in the State of New York may be made by registered or certified mail, return receipt requested, to each Selling Securityholder at its address provided in Schedule 2 attached hereto, and each Selling Securityholder hereby acknowledges that such service shall be effective and binding in every respectnotice. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of any Underwriter the Collateral Agent to bring proceedings against each Selling Securityholder any Grantor in the courts of any other jurisdiction.

Consent to Jurisdiction and Service of Process. All judicial ---------------------------------------------- proceedings arising out of or relating to this Agreement may be brought in any state or federal court of competent jurisdiction in the State of New York, and by execution and delivery of this Agreement, each of the Company and the Selling Securityholders Securityholder accepts for himself itself and in connection with its properties, generally and unconditionally, the nonexclusive jurisdiction of the aforesaid courts and waives any defense of forum non conveniens and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Agreement. Each of the Company and the Selling Securityholder designates and appoints Xxxxx Xxxxxxxxxx, Esq., General Counsel to the Company__________________, and such other persons as may hereafter be selected by the Company or the Selling Securityholder irrevocably agreeing in writing to so serve, as its their agent to receive on its their behalf service of all process in any such proceedings in any such court, such service being hereby acknowledged by each the Company and the Selling Securityholder to be effective and binding service in every respect. A copy of any such process so served shall be mailed by registered mail to each the Company and the Selling Securityholder at its the address provided in Schedule 2 attached heretoSection 13 hereof; providedPROVIDED, howeverHOWEVER, that, unless otherwise provided by applicable law, any failure to mail such copy shall not affect the validity of service of such process. If any agent appointed by the Company or The Selling Securityholder refuses to accept service, each the Company and the Selling Securityholder each hereby agrees agree that service of process sufficient for personal jurisdiction in any action against each the Company or the Selling Securityholder in the State of New York may be made by registered or certified mail, return receipt requested, to each the Company or the Selling Securityholder Securityholder, as the case may be, at its the address provided in Schedule 2 attached heretoSection 13 hereof, and each the Company and the Selling Securityholder each hereby acknowledges acknowledge that such service shall be effective and binding in every respect. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of any Underwriter to bring proceedings against each the Company and the Selling Securityholder in the courts of any other jurisdiction.

Consent to Jurisdiction and Service of Process. All judicial ---------------------------------------------- proceedings arising out of or relating to this Agreement may be brought in any state or federal court of competent jurisdiction situated in the State Borough of Manhattan in the City of New York, New York, and by execution and delivery of this Agreement, each of the Selling Securityholders Trust and the Advisers accepts for himself itself and in connection with its properties, generally and unconditionally, the nonexclusive jurisdiction of the aforesaid courts and waives any and defense of forum non conveniens and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Agreement. Each Selling Securityholder of the Trust and the Advisers designates and appoints Xxxxx XxxxxxxxxxCT Corporation System, Esq.0000 Xxxxxxxx, General Counsel to the CompanyXxx Xxxx, Xxx Xxxx, and such other persons as may hereafter be selected by each of the Selling Securityholder Trust and the Advisers irrevocably agreeing in writing to so serve, as its agent to receive on its behalf service of all process in any such proceedings in any such court, such service being hereby acknowledged by each Selling Securityholder of the Trust and the Adviser to be effective and binding service in every respect. A copy of any such process so served shall be mailed by registered mail to each Selling Securityholder of the Trust, and the Advisers, as applicable, at its address provided in Schedule 2 attached heretoSection 13 hereof; providedPROVIDED, howeverHOWEVER, that, unless otherwise provided by applicable law, any failure to mail such copy shall not affect the validity of service of such process. If any agent appointed by each of the Selling Securityholder Trust and the Advisers refuses to accept service, each Selling Securityholder of the Trust and the Advisers hereby agrees that service of process sufficient for personal jurisdiction in any action against each Selling Securityholder of the Trust and the Advisers in the State of New York may be made by registered or certified mail, return receipt requested, to each Selling Securityholder of the Trust and the Advisers, as applicaqble, at its address provided in Schedule 2 attached heretoSection 13 hereof, and each Selling Securityholder of the Trust and the Advisers hereby acknowledges that such service shall be effective and binding in every respect. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of any Underwriter to bring proceedings against each Selling Securityholder of the Trust and the Advisers in the courts of any other jurisdiction.

Consent to Jurisdiction and Service of Process. All judicial ---------------------------------------------- proceedings arising out of or relating to this Agreement may be brought in any state or federal court of competent jurisdiction in the State of New York, and by execution and delivery of this Agreement, each of the Selling Securityholders accepts for himself itself and in connection with its properties, generally and unconditionally, the nonexclusive jurisdiction of the aforesaid courts and waives any defense of forum non conveniens and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Agreement. Each Selling Securityholder Securityholders designates and appoints Xxxxx Xxxxxxxxxx, Esq., General Counsel to the CompanyXxxx X. Xxxxx, and such other persons as may hereafter be selected by the Selling Securityholder Securityholders irrevocably agreeing in writing to so serve, as its agent to receive on its behalf service of all process in any such proceedings in any such court, such service being hereby acknowledged by each the Selling Securityholder Securityholders to be effective and binding service in every respect. A copy of any such process so served shall be mailed by registered mail to each the Selling Securityholder at its address provided in Schedule 2 attached heretoSection 13 hereof; providedPROVIDED, howeverHOWEVER, that, unless otherwise provided by applicable law, any failure to mail such copy shall not affect the validity of service of such process. If any agent appointed by the Selling Securityholder Securityholders refuses to accept service, each of the Selling Securityholder Securityholders hereby agrees that service of process sufficient for personal jurisdiction in any action against each such Selling Securityholder in the State of New York may be made by registered or certified mail, return receipt requested, to each such Selling Securityholder at its his or her address provided in Schedule 2 attached heretoSection 13 hereof, and each such Selling Securityholder hereby acknowledges that such service shall be effective and binding in every respect. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of any Underwriter to bring proceedings against each the Selling Securityholder Securityholders in the courts of any other jurisdiction.

Consent to Jurisdiction and Service of Process. All judicial ---------------------------------------------- proceedings arising out of or relating to this Agreement may be brought in any state or federal court of competent jurisdiction in the State of New York, and by execution and delivery of this Agreement, each of the Selling Securityholders Company and the Operating Partnership accepts for himself itself and in connection with its properties, generally and unconditionally, the nonexclusive jurisdiction of the aforesaid courts and waives any defense of forum non conveniens and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Agreement. Each Selling Securityholder of the Company and the Operating Partnership designates and appoints Xxxxx Xxxxxxxxxx, Esq., General Counsel to the Corporation Service Company, and such other persons as may hereafter be selected by each of the Selling Securityholder Company and the Operating Partnership irrevocably agreeing in writing to so serve, as its agent to receive on its behalf service of all process in any such proceedings in any such court, such service being hereby acknowledged by each Selling Securityholder of the Company and the Operating Partnership to be effective and binding service in every respect. A copy of any such process so served shall be mailed by registered mail to each Selling Securityholder of the Company and the Operating Partnership at its address provided in Schedule 2 attached heretoSection 12 hereof; provided, however, that, unless otherwise provided by applicable law, any failure to mail such copy shall not affect the validity of service of such process. If any agent appointed by the Selling Securityholder Company or the Operating Partnership refuses to accept service, each Selling Securityholder of the Company and the Operating Partnership hereby agrees that service of process sufficient for personal jurisdiction in any action against each Selling Securityholder the Company or the Operating Partnership in the State of New York may be made by registered or certified mail, return receipt requested, to each Selling Securityholder the Company or the Operating Partnership at its address provided in Schedule 2 attached heretoSection 12 hereof, and each Selling Securityholder of the Company and the Operating Partnership hereby acknowledges that such service shall be effective and binding in every respect. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of any the Underwriter to bring proceedings against each Selling Securityholder of the Company and the Operating Partnership in the courts of any other jurisdiction.

Consent to Jurisdiction and Service of Process. All judicial ---------------------------------------------- proceedings arising out of or relating to this Agreement may be brought in any state or federal court of competent jurisdiction in the State of New York, and by execution and delivery of this Agreement, each of the Selling Securityholders Stockholder accepts for himself itself and in connection with its properties, generally and unconditionally, the nonexclusive jurisdiction of the aforesaid courts and waives any defense of forum non conveniens and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Agreement. Each such Selling Securityholder Stockholder designates and appoints Michxxx X. Xxxxx Xxxxxxxxxxxxx Terrx X. Xxxxxxxx, Esq., General Counsel xxch with full power to the Companyact individually, and such other persons as may hereafter be selected by the such Selling Securityholder Stockholder irrevocably agreeing in writing to so serve, as its agent to receive on its behalf service of all process in any such proceedings in any such court, such service being hereby acknowledged by each such Selling Securityholder Stockholder to be effective and binding service in every respect. A copy of any such process so served shall be mailed by registered mail to each such Selling Securityholder Stockholder at its address provided in Schedule 2 attached heretoSection 15 hereof; provided, however, that, unless otherwise provided by applicable law, any failure to mail such copy shall not affect the validity of service of such process. If any agent appointed by the such Selling Securityholder Stockholder refuses to accept service, each such Selling Securityholder Stockholder hereby agrees that service of process sufficient for personal jurisdiction in any action against each such Selling Securityholder Stockholder in the State of New York may be made by registered or certified mail, return receipt requested, to each such Selling Securityholder Stockholder at its address provided in Schedule 2 attached heretoSection 15 hereof, and each such Selling Securityholder Stockholder hereby acknowledges that such service shall be effective and binding in every respect. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of any Underwriter to bring proceedings against each such Selling Securityholder Stockholder in the courts of any other jurisdiction.

Consent to Jurisdiction and Service of Process. All judicial ---------------------------------------------- proceedings arising out of or relating to this Agreement may be brought in any state or federal court of competent jurisdiction in the State of New York, and by execution and delivery of this Agreement, Agreement each of the Selling Securityholders Stockholders and Xxxxx X. Xxxxxx accepts for himself and in connection with its his properties, generally and unconditionally, the nonexclusive jurisdiction of the aforesaid courts and waives any defense of forum non conveniens and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Agreement. Each The Selling Securityholder designates Stockholders and appoints Xxxxx Xxxxxxxxxx, Esq., General Counsel to the CompanyX. Xxxxxx designate and appoint Xxxx X. Xxxxxx, and such other persons as may hereafter be selected by the Selling Securityholder Stockholders and Xxxxx X. Xxxxxx irrevocably agreeing in writing to so serve, as its their agent to receive on its their behalf service of all process in any such proceedings in any such court, such service being hereby acknowledged by each the Selling Securityholder Stockholders and Xxxxx X. Xxxxxx to be effective and binding service in every respect. A copy of any such process so served shall be mailed by registered mail to each the Selling Securityholder Stockholders and Xxxxx X. Xxxxxx at its the address provided in Schedule 2 attached heretoSection 13 hereof; provided, however, that, unless otherwise -------- ------- provided by applicable law, any failure to mail such copy shall not affect the validity of service of such process. If any agent appointed by the Selling Securityholder Stockholders and Xxxxx X. Xxxxxx refuses to accept service, each the Selling Securityholder Stockholders and Xxxxx X. Xxxxxx hereby agrees agree that service of process sufficient for personal jurisdiction in any action against each the Selling Securityholder Stockholders and Xxxxx X. Xxxxxx in the State of New York may be made by registered or certified mail, return receipt requested, to each the Selling Securityholder Stockholders and Xxxxx X. Xxxxxx at its the address provided in Schedule 2 attached heretoSection 13 hereof, and each the Selling Securityholder Stockholders and Xxxxx X. Xxxxxx hereby acknowledges acknowledge that such service shall be effective and binding in every respect. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of any Underwriter to bring proceedings against each the Selling Securityholder Stockholders and Xxxxx X. Xxxxxx in the courts of any other jurisdiction.

Consent to Jurisdiction and Service of Process. All judicial ---------------------------------------------- proceedings arising out of or relating to this Agreement may be brought in any state or federal court of competent jurisdiction in the State of New York, and by execution and delivery of this Agreement, each of the Selling Securityholders Shareholder accepts for himself itself and in connection with its properties, generally and unconditionally, the nonexclusive jurisdiction of the aforesaid courts and waives any defense of forum non conveniens and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Agreement. Each The Selling Securityholder Shareholder designates and appoints Xxxxx Xxxxxxxxxx, Esq., General Counsel to the CompanyXxxx X Xxxxxx, and such other persons as may hereafter be selected by the Selling Securityholder Shareholder irrevocably agreeing in writing to so serve, as its agent to receive on its behalf service of all process in any such proceedings in any such court, such service being hereby acknowledged by each the Selling Securityholder Shareholder to be effective and binding service in every respect. A copy of any such process so served shall be mailed by registered mail to each the Selling Securityholder Shareholder at its address provided in Schedule 2 attached heretoSection 13 hereof; provided, however, -------- ------- that, unless otherwise provided by applicable law, any failure to mail such copy shall not affect the validity of service of such process. If any agent appointed by the Selling Securityholder Shareholder refuses to accept service, each the Selling Securityholder Shareholder hereby agrees that service of process sufficient for personal jurisdiction in any action against each the Selling Securityholder Shareholder in the State of New York may be made by registered or certified mail, return receipt requested, to each the Selling Securityholder Shareholder at its address provided in Schedule 2 attached heretoSection 13 hereof, and each the Selling Securityholder Shareholder hereby acknowledges that such service shall be effective and binding in every respect. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of any Underwriter to bring proceedings against each the Selling Securityholder Shareholder in the courts of any other jurisdiction.

Consent to Jurisdiction and Service of Process. All judicial ---------------------------------------------- proceedings arising out of or relating to this Agreement may be brought in any state or federal court of competent jurisdiction in the State of New York, and by execution and delivery of this Agreement, the Company and each of the Selling Securityholders Securityholder accepts for himself itself and in connection with its properties, generally and unconditionally, the nonexclusive jurisdiction of the aforesaid courts and waives any defense of forum non conveniens and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Agreement. Each The Selling Securityholder designates and appoints Xxxxx Xxxxxxxxxx, Esq., General Counsel to the Company_____________, and such other persons as may hereafter be selected by the Selling Securityholder irrevocably agreeing in writing to so serve, as its agent to receive on its behalf service of all process in any such proceedings in any such court, such service being hereby acknowledged by each the Selling Securityholder to be effective and binding service in every respect. A copy of any such process so served shall be mailed by registered mail to each the Company or any Selling Securityholder at its address provided in Schedule 2 attached heretoSection 13 hereof; providedPROVIDED, howeverHOWEVER, that, unless otherwise provided by applicable law, any failure to mail such copy shall not affect the validity of service of such process. If any agent appointed by the Selling Securityholder refuses to accept service, each the Selling Securityholder hereby agrees that service of process sufficient for personal jurisdiction in any action against each the Selling Securityholder in the State of New York may be made by registered or certified mail, return receipt requested, to each the Selling Securityholder at its address provided in Schedule 2 attached heretoSection 13 hereof, and each the Selling Securityholder hereby acknowledges that such service shall be effective and binding in every respect. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of any Underwriter to bring proceedings against each the Selling Securityholder in the courts of any other jurisdiction.

Consent to Jurisdiction and Service of Process. All judicial ---------------------------------------------- proceedings arising out of or relating to this Agreement may be brought in any state or federal court of competent jurisdiction in the State of New York, and by execution and delivery of this Agreement, the Company and each of the Selling Securityholders Stockholder accepts for himself itself and in connection with its properties, generally and unconditionally, the nonexclusive jurisdiction of the aforesaid courts and waives any defense of forum non conveniens and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Agreement. Each The Company and each Selling Securityholder Stockholder designates and appoints Xxxxx Xxxxxxxxxx, Esq., General Counsel to the Company_____________, and such other persons as may hereafter be selected by the Company and each Selling Securityholder Stockholder irrevocably agreeing in writing to so serve, as its agent to receive on its behalf service of all process in any such proceedings in any such court, such service being hereby acknowledged by the Company and each Selling Securityholder Stockholder to be effective and binding service in every respect. A copy of any such process so served shall be mailed by registered mail to each the Company and the Selling Securityholder Stockholders at its the Company's address provided in Schedule 2 attached heretoSection 13 hereof; provided, however, that, unless otherwise provided by applicable law, any failure to mail such copy shall not affect the validity of service of such process. If any agent appointed by the Company and each Selling Securityholder Stockholder refuses to accept service, the Company and each Selling Securityholder Stockholder hereby agrees that service of process sufficient for personal jurisdiction in any action against each the Company or any Selling Securityholder Stockholder in the State of New York may be made by registered or certified mail, return receipt requested, to each the Company and the Selling Securityholder Stockholders at its the Company's address provided in Schedule 2 attached heretoSection 13 hereof, and each the Company and the Selling Securityholder Stockholders hereby acknowledges acknowledge that such service shall be effective and binding in every respect. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of any Underwriter to bring proceedings against each the Company or any Selling Securityholder Stockholder in the courts of any other jurisdiction.

Consent to Jurisdiction and Service of Process. All judicial ---------------------------------------------- proceedings arising out of or relating to this Agreement may be brought in any state or federal court of competent jurisdiction in the State of New York, and by execution and delivery of this Agreement, each of the Selling Securityholders accepts for himself and in connection with its propertiesSecurityholder accepts, generally and unconditionally, the nonexclusive jurisdiction of the aforesaid courts and waives any defense of forum non conveniens and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Agreement. Each Selling Securityholder designates and appoints Xxxxx Xxxxxxxxxx, Esq., General Counsel to the Company, [Xxxx Xxx-Xxxx Xxx] and such other persons as may hereafter be selected by the Selling Securityholder Securityholders irrevocably agreeing in writing to so serve, as its agent to receive on its behalf service of all process in any such proceedings in any such court, such service being hereby acknowledged by each Selling Securityholder to be effective and binding service in every respect. A copy of any such process so served shall be mailed by registered mail to each Selling Securityholder at its address provided in Schedule 2 attached heretoSection 15 hereof; provided, however, that, unless otherwise provided by -------- ------- applicable law, any failure to mail such copy shall not affect the validity of service of such process. If any agent appointed by the Selling Securityholder Securityholders refuses to accept service, each Selling Securityholder hereby agrees that service of process sufficient for personal jurisdiction in any action against each such Selling Securityholder in the State of New York may be made by registered or certified mail, return receipt requested, to each the Selling Securityholder at its address provided in Schedule 2 attached heretoSection 15 hereof, and each Selling Securityholder hereby acknowledges that such service shall be effective and binding in every respect. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of any Underwriter to bring proceedings against each the Selling Securityholder Securityholders in the courts of any other jurisdiction.