Common use of Consent to Jurisdiction Service and Venue Waiver of Jury Trial Clause in Contracts

Consent to Jurisdiction Service and Venue Waiver of Jury Trial. For the purpose of any action that may be brought in connection with this Agreement, each Pledgor hereby consents to the jurisdiction and venue of the courts of the State of New York or of any federal court located in such state and waives personal service of any and all process upon it and consents that all such service of process be made by certified or registered mail directed to such Pledgor at the address provided for in Section 19.5 (Notices and Communications). Service so made shall be deemed to be completed upon actual receipt at the address specified in said section. Each Pledgor waives the right to contest the jurisdiction and venue of the courts located in the county of New York, State of New York on the ground of inconvenience or otherwise and, further, waives any right to bring any action or proceeding against (a) the Agent in any court outside the county of New York, State of New York, or (b) any Purchaser other than in a state within the United States designated by such Purchaser. The provisions of this Section shall not limit or otherwise affect the right of the Agent or any Purchaser to institute and conduct an action in any other appropriate manner, jurisdiction or court. NO PARTY TO THIS AGREEMENT, NOR ANY ASSIGNEE, SUCCESSOR, HEIR OR PERSONAL REPRESENTATIVE OF THE FOREGOING SHALL SEEK A JURY TRIAL IN ANY PROCEEDING BASED UPON OR ARISING OUT OF THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT RELATING TO SUCH INDEBTEDNESS OR THE RELATIONSHIP BETWEEN OR AMONG SUCH PERSONS OR ANY OF THEM. NO SUCH PERSON WILL SEEK TO CONSOLIDATE ANY SUCH ACTION WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED. EXCEPT AS PROHIBITED BY LAW, EACH PARTY HERETO WAIVES ANY RIGHTS IT MAY HAVE TO CLAIM OR RECOVER IN ANY LITIGATION REFERRED TO IN THIS SECTION, ANY SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES. EACH PARTY TO THIS AGREEMENT (a) CERTIFIES THAT NEITHER THE AGENT NOR ANY REPRESENTATIVE, OR ATTORNEY OF THE AGENT NOR ANY PURCHASER HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT THE AGENT OR SUCH PURCHASER WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVERS AND (b) ACKNOWLEDGES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND EACH OTHER TRANSACTION DOCUMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS HEREIN. THE PROVISIONS OF THIS SECTION HAVE BEEN FULLY DISCLOSED TO THE PARTIES AND THE PROVISIONS SHALL BE SUBJECT TO NO EXCEPTIONS. NO PARTY HAS IN ANY WAY AGREED WITH OR REPRESENTED TO ANY OTHER PARTY THAT THE PROVISIONS OF THIS SECTION WILL NOT BE FULLY ENFORCED IN ALL INSTANCES.

Consent to Jurisdiction Service and Venue Waiver of Jury Trial. For the purpose of (i) With respect to any action matters that may be brought in connection with this Agreementheard before a court of competent jurisdiction under paragraph (iii) of the preceding subsection 18.5.1, each the Pledgor hereby consents to the jurisdiction and venue of the courts of the State Commonwealth of New York Pennsylvania or of any federal court located in such state and state, waives personal service of any and all process upon it and consents that all such service of process be made by certified or registered mail directed to such the Pledgor at the address provided for in Section 19.5 (Notices 18.1 above and Communications). Service service so made shall be deemed to be completed upon actual receipt at the address specified in said sectionreceipt. Each The Pledgor hereby waives the right to contest the jurisdiction and venue of the courts located in the county County of New YorkPhiladelphia, State Commonwealth of New York Pennsylvania on the ground of inconvenience or otherwise and, further, waives any right to bring any action or proceeding against (a) the Agent in any court outside the county County of New YorkPhiladelphia, State Commonwealth of New YorkPennsylvania, or (b) any Purchaser other Senior Secured Party other than in a state within the United States designated by such PurchaserSenior Secured Party. The provisions of this Section 18.5 shall not limit or otherwise affect the right of the Agent or any Purchaser Senior Secured Party to institute and conduct an action in any other appropriate manner, jurisdiction or court. . (ii) NO PARTY TO THIS AGREEMENT, NOR ANY ASSIGNEE, SUCCESSOR, HEIR OR PERSONAL REPRESENTATIVE OF THE FOREGOING SHALL SEEK A JURY TRIAL IN ANY PROCEEDING BASED UPON OR ARISING OUT OF THIS AGREEMENT AGREEMENT, OR ANY OTHER TRANSACTION LOAN DOCUMENT OR ANY GUARANTY RELATING TO SUCH INDEBTEDNESS OR THE RELATIONSHIP BETWEEN OR AMONG SUCH PERSONS OR ANY OF THEM. NO SUCH NEITHER THE AGENT NOR ANY SENIOR SECURED PARTY NOR ANY PLEDGOR NOR ANY OTHER PERSON WILL SEEK TO CONSOLIDATE ANY SUCH ACTION WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED. . 5.1 EXCEPT AS PROHIBITED BY LAW, EACH PARTY HERETO TO THIS AGREEMENT WAIVES ANY RIGHTS IT MAY HAVE TO CLAIM OR RECOVER IN ANY LITIGATION REFERRED TO IN THIS SECTIONARBITRATION OR OTHER LITIGATION, ANY SPECIAL, EXEMPLARYCONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES OR CONSEQUENTIAL ANY DAMAGES OTHER THAN, OR IN ADDITION TO, ACTUAL DAMAGES. EACH PARTY TO THIS AGREEMENT (ai) CERTIFIES THAT NEITHER THE AGENT NOR ANY REPRESENTATIVE, OR ATTORNEY OF THE AGENT NOR ANY PURCHASER SENIOR SECURED PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT THE AGENT OR SUCH PURCHASER SENIOR SECURED PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVERS AND (bii) ACKNOWLEDGES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND EACH OTHER TRANSACTION LOAN DOCUMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS HEREININ THIS SECTION 18.5. THE PROVISIONS OF THIS SECTION 18.5 HAVE BEEN FULLY DISCLOSED TO THE PARTIES AND THE PROVISIONS SHALL BE SUBJECT TO NO EXCEPTIONS. NO PARTY HAS IN ANY WAY AGREED WITH OR REPRESENTED TO ANY OTHER PARTY THAT THE PROVISIONS OF THIS SECTION 18.5 WILL NOT BE FULLY ENFORCED IN ALL INSTANCES.

Consent to Jurisdiction Service and Venue Waiver of Jury Trial. For the purpose of (a) With respect to any action that matters which may be brought in connection with this Agreementheard before a court of competent jurisdiction under paragraph (c) of the preceding Section 10.15), each Pledgor the Borrowers and their Subsidiaries hereby consents consent to the jurisdiction and venue of the courts of the State Commonwealth of New York Pennsylvania or of any federal court located in such state and waives state, waive personal service of any and all process upon it and consents that all such service of process be made by certified or registered mail directed to the Borrowers or such Pledgor Subsidiaries at the address provided for in Section 19.5 (Notices 10.1 and Communications). Service service so made shall be deemed to be completed upon actual receipt at the address specified in said sectionreceipt. Each Pledgor waives The Borrowers and their Subsidiaries hereby waive the right to contest the jurisdiction and venue of the courts located in the county Commonwealth of New York, State of New York Pennsylvania on the ground of inconvenience or otherwise and, further, waives waive any right to bring any action or proceeding against (a) the Agent Lender in any court outside the county Commonwealth of New York, State of New York, or (b) any Purchaser other than in a state within the United States designated by such PurchaserPennsylvania. The provisions of this Section 10.16 shall not limit or otherwise affect the right of the Agent or any Purchaser Lender to institute and conduct an action in any other appropriate manner, jurisdiction or court. NO PARTY . (b) NEITHER THE LENDER NOR ANY SUBSIDIARY OF THE BORROWERS NOR THE BORROWERS NOR ANY OTHER PERSON LIABLE FOR THE INDEBTEDNESS TO THIS AGREEMENTTHE LENDER REFERRED TO IN THE LOAN DOCUMENTS, NOR ANY ASSIGNEE, SUCCESSOR, HEIR OR PERSONAL REPRESENTATIVE OF THE FOREGOING SHALL SEEK A JURY TRIAL IN ANY PROCEEDING BASED UPON OR ARISING OUT OF THIS AGREEMENT AGREEMENT, OR ANY OTHER TRANSACTION LOAN DOCUMENT OR ANY GUARANTY RELATING TO SUCH INDEBTEDNESS OR THE RELATIONSHIP BETWEEN OR AMONG SUCH PERSONS OR ANY OF THEM. NO SUCH PERSON WILL SEEK TO CONSOLIDATE NEITHER THE LENDER NOR ANY SUCH ACTION WITH SUBSIDIARY OF THE BORROWERS NOR THE BORROWERS NOR ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED. -52- (c) EXCEPT AS PROHIBITED BY LAW, EACH PARTY HERETO TO THIS AGREEMENT WAIVES ANY RIGHTS IT MAY HAVE TO CLAIM OR RECOVER IN ANY LITIGATION REFERRED TO IN THIS SECTIONARBITRATION OR OTHER LITIGATION, ANY SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES OTHER THAN, OR IN ADDITION TO, ACTUAL DAMAGES. EACH PARTY TO THIS AGREEMENT (ai) CERTIFIES THAT NEITHER THE AGENT LENDER NOR ANY REPRESENTATIVE, REPRESENTATIVE OR ATTORNEY OF THE AGENT NOR ANY PURCHASER LENDER HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT THE AGENT OR SUCH PURCHASER LENDER WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVERS AND (bii) ACKNOWLEDGES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND EACH OTHER TRANSACTION LOAN DOCUMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS HEREININ THIS SECTION 10.16. THE PROVISIONS OF THIS SECTION 10.16 HAVE BEEN FULLY DISCLOSED TO THE PARTIES AND THE PROVISIONS SHALL BE SUBJECT TO NO EXCEPTIONS. NO PARTY HAS IN ANY WAY AGREED WITH OR REPRESENTED TO ANY OTHER PARTY THAT THE PROVISIONS OF THIS SECTION 10.16 WILL NOT BE FULLY ENFORCED IN ALL INSTANCES.

Consent to Jurisdiction Service and Venue Waiver of Jury Trial. For the purpose of (a) With respect to any action matters that may be brought in connection with this Agreementheard before a court of competent jurisdiction under paragraph (c) of the preceding subsection 12.5.1, the Borrower and its Subsidiaries each Pledgor hereby consents to the jurisdiction and venue of the courts of the State Commonwealth of New York Pennsylvania or of any federal court located in such state and state, waives personal service of any and all process upon it and consents that all such service of process be made by certified or registered mail directed to the Borrower or such Pledgor Subsidiary at the address provided for in Section 19.5 (Notices 12.1 above and Communications). Service service so made shall be deemed to be completed upon actual receipt at the address specified in said sectionreceipt. Each Pledgor The Borrower and its Subsidiaries each hereby waives the right to contest the jurisdiction and venue of the courts located in the county County of New YorkPhiladelphia, State Commonwealth of New York Pennsylvania on the ground of inconvenience or otherwise and, further, waives any right to bring any action or proceeding against (a) the Agent in any court outside the county County of New YorkPhiladelphia, State Commonwealth of New YorkPennsylvania, or (b) any Purchaser other Senior Secured Party other than in a state within the United States designated by such PurchaserSenior Secured Party. The provisions of this Section subsection 12.5.2 shall not limit or otherwise affect the right of the Agent or any Purchaser Senior Secured Party to institute and conduct an action in any other appropriate manner, jurisdiction or court. . (b) NO PARTY TO THIS AGREEMENT, NOR ANY ASSIGNEE, SUCCESSOR, HEIR OR PERSONAL REPRESENTATIVE OF THE FOREGOING SHALL SEEK A JURY TRIAL IN ANY PROCEEDING BASED UPON OR ARISING OUT OF THIS AGREEMENT AGREEMENT, OR ANY OTHER TRANSACTION LOAN DOCUMENT OR ANY GUARANTY RELATING TO SUCH INDEBTEDNESS OR THE RELATIONSHIP BETWEEN OR AMONG SUCH PERSONS OR ANY OF THEM. NO SUCH NEITHER THE AGENT NOR ANY SENIOR SECURED PARTY NOR ANY SUBSIDIARY OF THE BORROWER NOR THE BORROWER NOR ANY OTHER PERSON WILL SEEK TO CONSOLIDATE ANY SUCH ACTION WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED. EXCEPT AS PROHIBITED BY LAW, EACH PARTY HERETO WAIVES ANY RIGHTS IT MAY HAVE TO CLAIM OR RECOVER IN ANY LITIGATION REFERRED TO IN THIS SECTION, ANY SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES. EACH PARTY TO THIS AGREEMENT . (ac) CERTIFIES THAT NEITHER WITHOUT LIMITING THE AGENT NOR ANY REPRESENTATIVE, OR ATTORNEY GENERALITY OF PARAGRAPH (d) OF THE AGENT NOR ANY PURCHASER HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT THE AGENT OR SUCH PURCHASER WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVERS AND (b) ACKNOWLEDGES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND EACH OTHER TRANSACTION DOCUMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS HEREIN. THE PROVISIONS OF THIS SECTION HAVE BEEN FULLY DISCLOSED TO THE PARTIES AND THE PROVISIONS SHALL BE SUBJECT TO NO EXCEPTIONS. NO PARTY HAS IN ANY WAY AGREED WITH OR REPRESENTED TO ANY OTHER PARTY THAT THE PROVISIONS OF THIS SECTION WILL NOT BE FULLY ENFORCED IN ALL INSTANCESPRECEDING SUBSECTION 12.

Consent to Jurisdiction Service and Venue Waiver of Jury Trial. (a) For the purpose of enforcing payment and performance of the Loan Documents, including without limitation, any action that may be brought payment under the Notes and performance of other obligations under the Loan Documents, or in connection with this Agreementany other matter relating to, or arising out of, the Loan Documents, each Pledgor of the Borrower and the Subsidiaries hereby consents to the jurisdiction and venue of the courts of the State Commonwealth of New York Pennsylvania or of any federal court located in such state and waives state, waive personal service of any and all process upon it and consents that all such service of process be made by certified or registered mail directed to the Borrower or such Pledgor Subsidiary at the address provided for in Section 19.5 (Notices 12.1 and Communications). Service service so made shall be deemed to be completed upon actual receipt at the address specified in said sectionreceipt. Each Pledgor of the Borrower and the Subsidiaries hereby waives the right to contest the jurisdiction and venue of the courts located in the county Commonwealth of New York, State of New York Pennsylvania on the ground of inconvenience or otherwise and, further, waives any right to bring any action or proceeding against (a) the Agent in any court outside the county Commonwealth of New York, State of New YorkPennsylvania, or (b) any Purchaser other Lender other than in a state within the United States designated by such PurchaserLender. The provisions of this Section 12.16 shall not limit or otherwise affect the right of the Agent or any Purchaser Lender to institute and conduct an action in any other appropriate manner, jurisdiction or court. NO PARTY . (b) NEITHER THE AGENT NOR ANY LENDER NOR ANY SUBSIDIARY NOR THE BORROWER NOR ANY OTHER PERSON LIABLE FOR THE INDEBTEDNESS TO THIS AGREEMENTTHE LENDERS REFERRED TO IN THE LOAN DOCUMENTS, NOR ANY ASSIGNEE, SUCCESSOR, HEIR OR PERSONAL REPRESENTATIVE OF THE FOREGOING SHALL SEEK A JURY TRIAL IN ANY PROCEEDING BASED UPON OR ARISING OUT OF THIS AGREEMENT AGREEMENT, OR ANY OTHER TRANSACTION DOCUMENT LOAN DOCUMENT, OR INVOLVING ANY COLLATERAL OR ANY GUARANTY RELATING TO SUCH INDEBTEDNESS OR THE RELATIONSHIP BETWEEN OR AMONG SUCH PERSONS OR ANY OF THEM. NO SUCH NEITHER THE AGENT NOR ANY LENDER NOR ANY SUBSIDIARY NOR THE BORROWER NOR ANY OTHER PERSON WILL SEEK TO CONSOLIDATE ANY SUCH ACTION WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED. EXCEPT AS PROHIBITED BY LAW, EACH PARTY HERETO TO THIS AGREEMENT WAIVES ANY RIGHTS IT MAY HAVE TO CLAIM OR RECOVER IN ANY LITIGATION REFERRED TO IN THIS SECTIONSECTION 12.16, ANY SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES OTHER THAN, OR IN ADDITION TO, ACTUAL DAMAGES. EACH PARTY TO THIS AGREEMENT (ai) CERTIFIES THAT NEITHER THE AGENT NOR ANY REPRESENTATIVE, OR ATTORNEY OF THE AGENT NOR ANY PURCHASER LENDER HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT THE AGENT OR SUCH PURCHASER LENDER WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVERS AND (bii) ACKNOWLEDGES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND EACH OTHER TRANSACTION LOAN DOCUMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS HEREININ THIS PARAGRAPH (b) OF SECTION 12.16. THE PROVISIONS OF THIS SECTION 12.16 HAVE BEEN FULLY DISCLOSED TO THE PARTIES AND THE PROVISIONS SHALL BE SUBJECT TO NO EXCEPTIONS. NO PARTY HAS IN ANY WAY AGREED WITH OR REPRESENTED TO ANY OTHER PARTY THAT THE PROVISIONS OF THIS SECTION 12.16 WILL NOT BE FULLY ENFORCED IN ALL INSTANCES.

Consent to Jurisdiction Service and Venue Waiver of Jury Trial. For the purpose of any action that may be brought in connection with this Agreement, each Pledgor (a) The Borrower hereby consents to the jurisdiction and venue of the courts of the State Commonwealth of New York Pennsylvania or of any federal court located in such state and state, waives personal service of any and all process upon it and consents that all such service of process be made by certified or registered mail directed to such Pledgor the Borrower at the address provided for in Section 19.5 11.1 (Notices and CommunicationsNotices). Service so made shall be deemed to be completed upon actual receipt at the address specified in said sectionreceipt. Each Pledgor The Borrower hereby waives the right to contest the jurisdiction and venue of the courts located in the county of New YorkPhiladelphia, State Commonwealth of New York Pennsylvania on the ground of inconvenience or otherwise and, further, waives any right to bring any action or proceeding against (a) the Agent in any court outside the county of New YorkPhiladelphia, State Commonwealth of New YorkPennsylvania, or (b) any Purchaser other Lender other than in a state within the United States designated by such PurchaserLender. The provisions of this Section 11.17 shall not limit or otherwise affect the right of the Agent Agent, any Lender or any Purchaser other Secured Party to institute and conduct an action in any other appropriate manner, jurisdiction or court. . (b) NO PARTY TO THIS AGREEMENT, NOR ANY ASSIGNEE, SUCCESSOR, HEIR OR PERSONAL REPRESENTATIVE OF THE FOREGOING SHALL SEEK A JURY TRIAL IN ANY PROCEEDING BASED UPON OR ARISING OUT OF THIS AGREEMENT AGREEMENT, OR ANY OTHER TRANSACTION LOAN DOCUMENT OR ANY GUARANTY RELATING TO SUCH INDEBTEDNESS OR THE RELATIONSHIP BETWEEN OR AMONG SUCH PERSONS OR ANY OF THEM. NO SUCH PERSON WILL SEEK TO CONSOLIDATE ANY SUCH ACTION WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED. . (c) EXCEPT AS PROHIBITED BY LAW, EACH PARTY HERETO WAIVES ANY RIGHTS IT MAY HAVE TO CLAIM OR RECOVER IN ANY LITIGATION REFERRED TO IN THIS SECTIONARBITRATION OR OTHER LITIGATION, ANY SPECIAL, EXEMPLARYCONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES OR CONSEQUENTIAL ANY DAMAGES OTHER THAN, OR IN ADDITION TO, ACTUAL DAMAGES. EACH PARTY TO THIS AGREEMENT (ai) CERTIFIES THAT NEITHER THE AGENT NOR ANY REPRESENTATIVE, OR ATTORNEY OF THE AGENT NOR ANY PURCHASER LENDER HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT THE AGENT OR SUCH PURCHASER LENDER WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVERS AND (bii) ACKNOWLEDGES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND EACH OTHER TRANSACTION LOAN DOCUMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS HEREININ THIS SECTION 11.17. THE PROVISIONS OF THIS SECTION 11.17 HAVE BEEN FULLY DISCLOSED TO THE PARTIES AND THE PROVISIONS SHALL BE SUBJECT TO NO EXCEPTIONS. NO PARTY HAS IN ANY WAY AGREED WITH OR REPRESENTED TO ANY OTHER PARTY THAT THE PROVISIONS OF THIS SECTION 11.17 WILL NOT BE FULLY ENFORCED IN ALL INSTANCES.

Consent to Jurisdiction Service and Venue Waiver of Jury Trial. For the purpose of any action that may be brought in connection with this Agreement, each Pledgor hereby consents to the jurisdiction and venue of the courts of the State Commonwealth of New York Massachusetts or of any federal court located in such state and waives personal service of any and all process upon it and consents that all such service of process be made by certified or registered mail directed to such Pledgor at the address provided for in Section 19.5 (Notices and Communications). Service so made shall be deemed to be completed upon actual receipt at the address specified in said section. Each Pledgor waives the right to contest the jurisdiction and venue of the courts located in the county Suffolk County, Commonwealth of New York, State of New York Massachusetts on the ground of inconvenience or otherwise and, further, waives any right to bring any action or proceeding against (a) the Agent in any court outside the county Suffolk County, Commonwealth of New York, State of New YorkMassachusetts, or (b) any Purchaser other than in a state within the United States designated by such Purchaser. The provisions of this Section shall not limit or otherwise affect the right of the Agent or any Purchaser to institute and conduct an action in any other appropriate manner, jurisdiction or court. NO PARTY TO THIS AGREEMENT, NOR ANY ASSIGNEE, SUCCESSOR, HEIR OR PERSONAL REPRESENTATIVE OF THE FOREGOING SHALL SEEK A JURY TRIAL IN ANY PROCEEDING BASED UPON OR ARISING OUT OF THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT RELATING TO SUCH INDEBTEDNESS OR THE RELATIONSHIP BETWEEN OR AMONG SUCH PERSONS OR ANY OF THEM. NO SUCH PERSON WILL SEEK TO CONSOLIDATE ANY SUCH ACTION WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED. EXCEPT AS PROHIBITED BY LAW, EACH PARTY HERETO WAIVES ANY RIGHTS IT MAY HAVE TO CLAIM OR RECOVER IN ANY LITIGATION REFERRED TO IN THIS SECTION, ANY SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES. EACH PARTY TO THIS AGREEMENT (a) CERTIFIES THAT NEITHER THE AGENT NOR ANY REPRESENTATIVE, OR ATTORNEY OF THE AGENT NOR ANY PURCHASER HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT THE AGENT OR SUCH PURCHASER WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVERS AND (b) ACKNOWLEDGES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND EACH OTHER TRANSACTION DOCUMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS HEREIN. THE PROVISIONS OF THIS SECTION HAVE BEEN FULLY DISCLOSED TO THE PARTIES AND THE PROVISIONS SHALL BE SUBJECT TO NO EXCEPTIONS. NO PARTY HAS IN ANY WAY AGREED WITH OR REPRESENTED TO ANY OTHER PARTY THAT THE PROVISIONS OF THIS SECTION WILL NOT BE FULLY ENFORCED IN ALL INSTANCES.

Consent to Jurisdiction Service and Venue Waiver of Jury Trial. For the purpose of any action that may be brought in connection with this Agreement, each Pledgor hereby consents to the jurisdiction and venue of the courts of the State Commonwealth of New York Massachusetts or of any federal court located in such state and waives personal service of any and all process upon it and consents that all such service of process be made by certified or registered mail directed to such Pledgor at the address provided for in Section 19.5 (Notices and Communications). Service so made shall be deemed to be completed upon actual receipt at the address specified in said section. Each Pledgor waives the right to contest the jurisdiction and venue of the courts located in the county Suffolk County, Commonwealth of New York, State of New York Massachusetts on the ground of inconvenience or otherwise and, further, waives any right to bring any action or proceeding against (a) the Agent Trustee in any court outside the county Suffolk County, Commonwealth of New York, State of New YorkMassachusetts, or (b) any Purchaser Holder other than in a state within the United States designated by such PurchaserHolder. The provisions of this Section shall not limit or otherwise affect the right of the Agent Trustee or any Purchaser Holder to institute and conduct an action in any other appropriate manner, jurisdiction or court. NO PARTY TO THIS AGREEMENT, NOR ANY ASSIGNEE, SUCCESSOR, HEIR OR PERSONAL REPRESENTATIVE OF THE FOREGOING SHALL SEEK A JURY TRIAL IN ANY PROCEEDING BASED UPON OR ARISING OUT OF THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT SECURITY AGREEMENT RELATING TO SUCH INDEBTEDNESS OR THE RELATIONSHIP BETWEEN OR AMONG SUCH PERSONS OR ANY OF THEM. NO SUCH PERSON WILL SEEK TO CONSOLIDATE ANY SUCH ACTION WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED. EXCEPT AS PROHIBITED BY LAW, EACH PARTY HERETO WAIVES ANY RIGHTS IT MAY HAVE TO CLAIM OR RECOVER IN ANY LITIGATION REFERRED TO IN THIS SECTION, ANY SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES. EACH PARTY TO THIS AGREEMENT (a) CERTIFIES THAT NEITHER THE AGENT TRUSTEE NOR ANY REPRESENTATIVE, OR ATTORNEY OF THE AGENT TRUSTEE NOR ANY PURCHASER HOLDER HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT THE AGENT TRUSTEE OR SUCH PURCHASER HOLDER WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVERS AND (b) ACKNOWLEDGES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND EACH OTHER TRANSACTION DOCUMENT SECURITY AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS HEREIN. THE PROVISIONS OF THIS SECTION HAVE BEEN FULLY DISCLOSED TO THE PARTIES AND THE PROVISIONS SHALL BE SUBJECT TO NO EXCEPTIONS. NO PARTY HAS IN ANY WAY AGREED WITH OR REPRESENTED TO ANY OTHER PARTY THAT THE PROVISIONS OF THIS SECTION WILL NOT BE FULLY ENFORCED IN ALL INSTANCES.

Consent to Jurisdiction Service and Venue Waiver of Jury Trial. For the purpose of (a) With respect to any action that matters which may be brought in connection with this Agreementheard before a court of competent jurisdiction under paragraph (c) of the preceding Subsection 11.9.1, each Pledgor of the Company and its Subsidiaries hereby consents to the jurisdiction and venue of the courts of the State Commonwealth of New York Pennsylvania or of any federal court located in such state and waives state, waive personal service of any and all process upon it and consents that all such service of process be made by certified or registered mail directed to the Company or such Pledgor Subsidiary at the address provided for in Section 19.5 11.1 (Notices Notices) and Communications). Service service so made shall be deemed to be completed upon actual receipt at the address specified in said sectionreceipt. Each Pledgor of the Company and its Subsidiaries hereby waives the right to contest the jurisdiction and venue of the courts located in the county of New YorkPhiladelphia, State Commonwealth of New York Pennsylvania on the ground of inconvenience or otherwise and, further, waives any right to bring any action or proceeding against (a) the Agent in any court outside the county of New YorkPhiladelphia, State Commonwealth of New YorkPennsylvania, or (b) any Purchaser other Lender other than in a state within the United States designated by such PurchaserLender. The provisions of this Section 11.9 shall not limit or otherwise affect the right of the Agent Agent, any Lender or any Purchaser other Senior Secured Party to institute and conduct an action in any other appropriate manner, jurisdiction or court. . (b) NO PARTY TO THIS AGREEMENT, NOR ANY ASSIGNEE, SUCCESSOR, HEIR OR PERSONAL REPRESENTATIVE OF THE FOREGOING SHALL SEEK A JURY TRIAL IN ANY PROCEEDING BASED UPON OR ARISING OUT OF THIS AGREEMENT AGREEMENT, OR ANY OTHER TRANSACTION LOAN DOCUMENT OR ANY GUARANTY RELATING TO SUCH INDEBTEDNESS OR THE RELATIONSHIP BETWEEN OR AMONG SUCH PERSONS OR ANY OF THEM. NO SUCH NEITHER THE AGENT NOR ANY LENDER NOR ANY SUBSIDIARY OF THE COMPANY NOR THE COMPANY NOR ANY OTHER PERSON WILL SEEK TO CONSOLIDATE ANY SUCH ACTION WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED. EXCEPT AS PROHIBITED BY LAW, EACH PARTY HERETO WAIVES ANY RIGHTS IT MAY HAVE TO CLAIM OR RECOVER IN ANY LITIGATION REFERRED TO IN THIS SECTION, ANY SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES. EACH PARTY TO THIS AGREEMENT (a) CERTIFIES THAT NEITHER THE AGENT NOR ANY REPRESENTATIVE, OR ATTORNEY OF THE AGENT NOR ANY PURCHASER HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT THE AGENT OR SUCH PURCHASER WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVERS AND (b) ACKNOWLEDGES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND EACH OTHER TRANSACTION DOCUMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS HEREIN. THE PROVISIONS OF THIS SECTION HAVE BEEN FULLY DISCLOSED TO THE PARTIES AND THE PROVISIONS SHALL BE SUBJECT TO NO EXCEPTIONS. NO PARTY HAS IN ANY WAY AGREED WITH OR REPRESENTED TO ANY OTHER PARTY THAT THE PROVISIONS OF THIS SECTION WILL NOT BE FULLY ENFORCED IN ALL INSTANCES.

Consent to Jurisdiction Service and Venue Waiver of Jury Trial. For the purpose of (i) With respect to any action matters that may be brought in connection with this Agreementheard before a court of competent jurisdiction under paragraph (iii) of the preceding subsection 19.5.1, each the Pledgor hereby consents to the jurisdiction and venue of the courts of the State Commonwealth of New York Pennsylvania or of any federal court located in such state and state, waives personal service of any and all process upon it and consents that all such service of process be made by certified or registered mail directed to such the Pledgor at the address provided for in Section 19.5 (Notices 19.1 above and Communications). Service service so made shall be deemed to be completed upon actual receipt at the address specified in said sectionreceipt. Each The Pledgor hereby waives the right to contest the jurisdiction and venue of the courts located in the county County of New YorkPhiladelphia, State Commonwealth of New York Pennsylvania on the ground of inconvenience or otherwise and, further, waives any right to bring any action or proceeding against (a) the Agent in any court outside the county County of New YorkPhiladelphia, State Commonwealth of New YorkPennsylvania, or (b) any Purchaser other Senior Secured Party other than in a state within the United States designated by such PurchaserSenior Secured Party. The provisions of this Section 19.5 shall not limit or otherwise affect the right of the Agent or any Purchaser Senior Secured Party to institute and conduct an action in any other appropriate manner, jurisdiction or court. . (ii) NO PARTY TO THIS AGREEMENT, NOR ANY ASSIGNEE, SUCCESSOR, HEIR OR PERSONAL REPRESENTATIVE OF THE FOREGOING SHALL SEEK A JURY TRIAL IN ANY PROCEEDING BASED UPON OR ARISING OUT OF THIS AGREEMENT AGREEMENT, OR ANY OTHER TRANSACTION LOAN DOCUMENT OR ANY GUARANTY RELATING TO SUCH INDEBTEDNESS OR THE RELATIONSHIP BETWEEN OR AMONG SUCH PERSONS OR ANY OF THEM. NO SUCH NEITHER THE AGENT NOR ANY SENIOR SECURED PARTY NOR THE PLEDGOR NOR ANY OTHER PERSON WILL SEEK TO CONSOLIDATE ANY SUCH ACTION WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED. . (iii) WITHOUT LIMITING THE GENERALITY OF PARAGRAPH (iv) OF THE PRECEDING SUBSECTION 19. 5.1 EXCEPT AS PROHIBITED BY LAW, EACH PARTY HERETO TO THIS AGREEMENT WAIVES ANY RIGHTS IT MAY HAVE TO CLAIM OR RECOVER IN ANY LITIGATION REFERRED TO IN THIS SECTIONARBITRATION OR OTHER LITIGATION, ANY SPECIAL, EXEMPLARYCONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES OR CONSEQUENTIAL ANY DAMAGES OTHER THAN, OR IN ADDITION TO, ACTUAL DAMAGES. EACH PARTY TO THIS AGREEMENT (a) CERTIFIES THAT NEITHER THE AGENT NOR ANY REPRESENTATIVE, OR ATTORNEY OF THE AGENT NOR ANY PURCHASER SENIOR SECURED PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT THE AGENT OR SUCH PURCHASER SENIOR SECURED PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVERS AND (b) ACKNOWLEDGES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND EACH OTHER TRANSACTION LOAN DOCUMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS HEREININ THIS SECTION 19.5. THE PROVISIONS OF THIS SECTION 19.5 HAVE BEEN FULLY DISCLOSED TO THE PARTIES AND THE PROVISIONS SHALL BE 17 272 SUBJECT TO NO EXCEPTIONS. NO PARTY HAS IN ANY WAY AGREED WITH OR REPRESENTED TO ANY OTHER PARTY THAT THE PROVISIONS OF THIS SECTION 19.5 WILL NOT BE FULLY ENFORCED IN ALL INSTANCES.