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

Consent to Jurisdiction; Service of Process. (a) Each party hereto hereby irrevocably submits to the non-exclusive jurisdiction of any New York State or Federal court sitting in New York City in any action or proceeding arising out of or relating to the Transaction Documents, and each party hereto hereby irrevocably agrees that all claims in respect of such action or proceeding may be heard and determined in such New York State court or, to the extent permitted by law, in such Federal court. The parties hereto hereby irrevocably waive, to the fullest extent they may effectively do so, the defense of an inconvenient forum to the maintenance of such action or proceeding. The parties hereto agree that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. (b) The Borrower agrees that service of process may be effected by mailing a copy thereof by registered or certified mail, postage prepaid, to the Borrower at its address specified in Annex A or at such other address as the Administrative Agent shall have been notified in accordance herewith. Nothing in this Section 12.11 shall affect the right of the Lenders, the Lender Agents or the Administrative Agent to serve legal process in any other manner permitted by law.

Consent to Jurisdiction; Service of Process. (a) Each party hereto hereby irrevocably submits to the non-exclusive jurisdiction of any New York State or Federal court sitting in New York City in any action or proceeding arising out of or relating to the Transaction Documents, and each party hereto hereby irrevocably agrees that all claims in respect of such action or proceeding may be heard and determined in such New York State court or, to the extent permitted by law, in such Federal court. The parties hereto hereby irrevocably waive, to the fullest extent they may effectively do so, the defense of an inconvenient forum to the maintenance of such action or proceeding. The parties hereto agree that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. (b) The Borrower Each of the Borrower, the Portfolio Asset Servicer and the Calculation Agent agrees that service of process may be effected by mailing a copy thereof by registered or certified mail, postage prepaid, to the Borrower Borrower, the Portfolio Asset Servicer or the Calculation Agent, as applicable, at its address specified in Annex A Schedule III hereto or at such other address as the Administrative Agent shall have been notified in accordance herewith. Nothing in this Section 12.11 11.10 shall affect the right of the Lenders, the Lender Agents Administrative Agent or the Administrative Agent Collateral Custodian to serve legal process in any other manner permitted by law.

Consent to Jurisdiction; Service of Process. (a) Each party hereto hereby irrevocably submits to the non-exclusive jurisdiction of any New York State or Federal court sitting in New York City in any action or proceeding arising out of or relating to the Transaction Documents, and each party hereto hereby irrevocably agrees that all claims in respect of such action or proceeding may be heard and determined in such New York State court or, to the extent permitted by law, in such Federal court. The parties hereto hereby irrevocably waive, to the fullest extent they may effectively do so, the defense of an inconvenient forum to the maintenance of such action or proceeding. The parties hereto agree that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. (b) The Borrower agrees that service of process may be effected by mailing a copy thereof by registered or certified mail, postage prepaid, to the Borrower Borrower, at its address specified in Annex A Section 10.02 or at such other address as the Administrative Agent shall have been notified in accordance herewith. Nothing in this Section 12.11 10.09 shall affect the right of the Lenders, the Lender Agents Administrative Agent or the Administrative Agent Lenders to serve legal process in any other manner permitted by law.

Consent to Jurisdiction; Service of Process. (a) Each party hereto hereby irrevocably submits to the non-exclusive jurisdiction of any New York State or Federal court sitting in New York City in any action or proceeding arising out of or relating to the Transaction Documents, and each party hereto hereby irrevocably agrees that all claims in respect of such action or proceeding may be heard and determined in such New York State court or, to the extent permitted by law, in such Federal court. The parties hereto hereby irrevocably waive, to the fullest extent they may effectively do so, the defense of an inconvenient forum to the maintenance of such action or proceeding. The parties hereto agree that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. (b) The Borrower Each of the Borrower, the Portfolio Asset Servicer and the Calculation Agent agrees that service of process may be effected by mailing a copy thereof by registered or certified mail, postage prepaid, to the Borrower Borrower, the Portfolio Asset Servicer or the Calculation Agent, as applicable, at its address specified in Annex A Schedule III hereto or at such other address as the Administrative Agent shall have been notified in accordance herewith. Nothing in this Section 12.11 11.10 shall affect the right of the Lenders, the Lender Agents Lenders or the Administrative Agent to serve legal process in any other manner permitted by law.

Consent to Jurisdiction; Service of Process. (a) Each party hereto hereby irrevocably submits to the non-exclusive jurisdiction of any New York State or Federal court sitting in the Borough of Manhattan in New York City in any action or proceeding arising out of or relating to the Transaction Documents, and each party hereto hereby irrevocably agrees that all claims in respect of such action or proceeding may be heard and determined in such New York State court or, to the extent permitted by law, in such Federal court. The parties hereto hereby irrevocably waive, to the fullest extent they may effectively do so, the defense of an inconvenient forum to the maintenance of such action or proceeding. The parties hereto agree that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. (b) The Each of the Borrower and the Servicer agrees that service of process may be effected by mailing a copy thereof by registered or certified mail, postage prepaid, to the Borrower or the Servicer, as applicable, at its address specified set forth in Annex A Section 11.02 or at such other address as the Administrative Agent shall have been notified in accordance herewith. Nothing in this Section 12.11 11.11 shall affect the right of the Lenders, the Lender Agents or the Administrative Agent to serve legal process in any other manner permitted by law.

Consent to Jurisdiction; Service of Process. (a) Each party hereto hereby irrevocably submits to the non-exclusive jurisdiction of any New York State or Federal federal court sitting in the County of New York City York, Borough of Manhattan, and appellate courts thereof, in any action or proceeding arising out of or relating to the Transaction Documents, and each party hereto hereby irrevocably agrees that all claims in respect of such action or proceeding may be heard and determined in such New York State court or, to the extent permitted by law, in such Federal federal court. The parties hereto hereby irrevocably waive, to the fullest extent they may effectively do so, the defense of an inconvenient forum to the maintenance of such action or proceeding. The parties hereto agree that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. (b) The Borrower waives personal service of any summons, complaint or other process and agrees that service of process may be effected by mailing a copy thereof by registered or certified mail, postage prepaid, to the Borrower at its address specified in Annex A Section 11.02 or at such other address as the Administrative Agent shall have been notified in accordance herewith. Nothing in this Section 12.11 11.11 shall affect the right of the Lenders, the Lender Agents or the Administrative Agent to serve legal process in any other manner permitted by law.

Consent to Jurisdiction; Service of Process. (a) Each party hereto hereby irrevocably submits to the non-exclusive jurisdiction of any New York State or Federal federal court sitting in New York City in any action or proceeding arising out of or relating to the Transaction Documentsthis Agreement, and each party hereto hereby irrevocably agrees that all claims in respect of such action or proceeding may be heard and determined in such USActive 54963656.6 -39- New York State court or, to the extent permitted by law, in such Federal federal court. The parties hereto hereby irrevocably waive, to the fullest extent they may effectively do so, the defense of an inconvenient forum to the maintenance of such action or proceeding. The parties hereto agree that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. (b) The Borrower Each of the Seller and the Purchaser agrees that service of process may be effected by mailing a copy thereof by registered or certified mail, postage prepaid, to the Borrower Seller or the Purchaser, as applicable, at its address specified in Annex A or at such other address as the Administrative Agent shall have been notified in accordance herewithSection 10.5. Nothing in this Section 12.11 10.9 shall affect the right of the Lenders, the Lender Agents Seller or the Administrative Agent Purchaser to serve legal process in any other manner permitted by law.

Consent to Jurisdiction; Service of Process. (a) Each party hereto hereby irrevocably submits to the non-exclusive jurisdiction of any New York State or Federal court sitting in New York City in the Borough of Manhattan in any action or proceeding arising out of or relating to the Transaction Documents, and each party hereto hereby irrevocably agrees that all claims in respect of such action or proceeding may be heard and determined in such New York State court or, to the extent permitted by law, in such Federal court. The parties hereto hereby irrevocably waive, to the fullest extent they may effectively do so, the defense of an inconvenient forum to the maintenance of such action or proceeding. The parties hereto agree that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. (b) The Borrower Each of the Loan Parties, the Portfolio Asset Servicer, the Facility Servicer, the Collateral Custodian and the Administrative Agent agrees that service of process may be effected by mailing a copy thereof by registered or certified mail, postage prepaid, to the Borrower or the Facility Servicer, as applicable, at its address specified in Annex A Section 11.02 or at such other address as the Administrative Agent shall have been notified in accordance herewith. Nothing in this Section 12.11 11.10 shall affect the right of the LendersLoan Parties, the Lender Agents Portfolio Asset Servicer, the Facility Servicer, the Collateral Custodian or the Administrative Agent to serve legal process in any other manner permitted by law.

Consent to Jurisdiction; Service of Process. (a) Each party hereto Grantor hereby irrevocably and unconditionally submits for themselves and their property, to the non-exclusive jurisdiction of any the federal courts sitting in the Southern District of New York in the State of New York, or Federal court sitting if such federal courts do not have jurisdiction, then to the Commercial Division of the state courts residing in the County of New York City in the State of New York (the “Specified Courts”), and any appellate court from any thereof, in any action or proceeding arising out of or relating to the Transaction Documentsthis Agreement, or for recognition or enforcement of any judgment, and each party of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State court or, to Specified Court. Each of the extent permitted by law, in such Federal court. The parties hereto hereby irrevocably waive, to the fullest extent they may effectively do so, the defense of an inconvenient forum to the maintenance of such action or proceeding. The parties hereto agree agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or any shall affect any right that any party hereto or Secured Party may otherwise have to bring any action or proceeding relating to this Agreement against any Grantor or its properties in the courts of any jurisdiction. (b) The Borrower agrees that Each party to this Agreement irrevocably consents to service of process may be effected by mailing a copy thereof by registered or certified mail, postage prepaid, to in the Borrower at its address specified manner provided for notices in Annex A or at such other address as the Administrative Agent shall have been notified in accordance herewithSection 7.6. Nothing in this Section 12.11 shall Agreement will affect the right of the Lenders, the Lender Agents or the Administrative Agent any party to this Agreement to serve legal process in any other manner permitted by law.

Consent to Jurisdiction; Service of Process. With respect to any Action relating to or arising from this Agreement or the transactions contemplated hereby, each party irrevocably (a) Each party hereto hereby irrevocably submits agrees and consents to be subject to the non-exclusive jurisdiction of the United States District Court for the Southern District of New York or any New York State or Federal court sitting in New York City in any action or proceeding arising out of or relating to the Transaction Documentscounty (provided, and each party hereto hereby irrevocably agrees that all claims in respect of such action or proceeding may be heard and determined in such New York State court or, to the extent permitted by law, in such Federal court. The parties hereto hereby irrevocably waive, to the fullest extent they may effectively do so, the defense of an inconvenient forum to the maintenance of such action or proceeding. The parties hereto agree that a final judgment in any such action or proceeding Action shall be conclusive and may be enforced enforceable in other jurisdictions by suit on the judgment or in any other manner provided by law. jurisdictions) and (b) waives any objection which it may have at any time to the laying of venue of any Action brought in any such court, waives any claim that such Action has been brought in an inconvenient forum and further waives the right to object, with respect to such Action, that such court does not have any jurisdiction over such party. The Borrower agrees foregoing consent to jurisdiction shall not constitute general consent to service of process in the State of New York for any purpose except as provided above and shall not be deemed to confer rights on any Person other than the respective parties to this Agreement. Seller, on the one hand, and Buyer, on the other hand, irrevocably agree that service of any process, summons, notice or document by United States registered mail to such party’s address set forth in Section 9.4 shall be effective service of process may be effected by mailing a copy thereof by registered or certified mail, postage prepaid, for any Action in New York with respect to the Borrower at its address specified in Annex A or at such other address as the Administrative Agent shall have been notified in accordance herewith. Nothing in any matters for which it has submitted to jurisdiction pursuant to this Section 12.11 shall affect the right of the Lenders, the Lender Agents or the Administrative Agent to serve legal process in any other manner permitted by law9.3.

Consent to Jurisdiction; Service of Process. (a) Each party hereto hereby irrevocably submits to the non-exclusive jurisdiction of any New York State or Federal court sitting in New York City City, and any appellate court from any therefrom, in any action or proceeding arising out of or relating to the Transaction Documentsthis Agreement, and each party hereto hereby irrevocably agrees that all claims in respect of such action or proceeding may be heard and determined in such New York State court or, to the extent permitted by law, in such Federal court. The parties hereto hereby irrevocably waive, to the fullest extent they may effectively do so, the defense of an inconvenient forum to the maintenance of such action or proceeding. The parties hereto agree that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. (b) The Borrower Each of the Seller and the Purchaser agrees that service of process may be effected by mailing a copy thereof by registered or certified mail, postage prepaid, to the Borrower Seller or the Purchaser, as applicable, at its address specified in Annex A or at such other address as the Administrative Agent shall have been notified in accordance herewithSection 10.5. Nothing in this Section 12.11 10.9 shall affect the right of the Lenders, the Lender Agents Seller or the Administrative Agent Purchaser to serve legal process in any other manner permitted by law.

Consent to Jurisdiction; Service of Process. (a) Each party hereto hereby irrevocably submits to the non-exclusive jurisdiction of any New York State state or Federal court sitting in New York City Nassau County in any action or proceeding arising out of or relating to this Agreement or any of the Transaction Documents, transactions contemplated hereby and each party hereto hereby irrevocably agrees that all claims in respect of such action or proceeding may be heard and determined in such New York State court or, to the extent permitted by law, in such Federal court. The parties hereto hereby irrevocably waive, to the fullest extent they may effectively do so, the defense of an inconvenient forum to the maintenance of such action or proceeding. Each of the parties hereby irrevocably consents to the service of process in any such action or proceeding by the mailing by certified mail of copies of any service or copies of the summons and complaint and any other process to such party at the address specified in Section 10.11 hereof. The parties hereto agree that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. (b) The Borrower agrees that service of process may be effected by mailing a copy thereof by registered or certified mail, postage prepaid, to the Borrower at its address specified in Annex A or at such other address as the Administrative Agent shall have been notified in accordance herewith. Nothing in this Section 12.11 10.11 shall affect the right of the Lenders, the Lender Agents or the Administrative Agent a party to serve legal process in any other manner permitted by lawlaw or affect the right of a party to bring any action or proceeding in the courts of other jurisdictions.

Consent to Jurisdiction; Service of Process. (a) Each party hereto hereby irrevocably submits to the non-exclusive jurisdiction of any New York State or Federal court sitting in New York City in any action or proceeding arising out of or relating to the Transaction Documents, and each party hereto hereby irrevocably agrees that all claims in respect of such action or proceeding may be heard and determined in such New York State court or, to the extent 173 DMSLIBRARY01\32370595.v1 permitted by law, in such Federal court. The parties hereto hereby irrevocably waive, to the fullest extent they may effectively do so, the defense of an inconvenient forum to the maintenance of such action or proceeding. The parties hereto agree that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. (b) The Each of the Borrower and the Servicer agrees that service of process may be effected by mailing a copy thereof by registered or certified mail, postage prepaid, to the Borrower or the Servicer, as applicable, at its address specified in Annex A Section 12.02 or at such other address as the Administrative Agent shall have been notified in accordance herewith. Nothing in this Section 12.11 shall affect the right of the Lenders, the Administrative Agent or the Lender Agents or the Administrative Agent to serve legal process in any other manner permitted by law.

Consent to Jurisdiction; Service of Process. (a) Each party hereto hereby irrevocably submits to the non-exclusive jurisdiction of any New York State or Federal court sitting in New York City in any action or proceeding arising out of or relating to the Transaction Documents, and each party hereto hereby irrevocably agrees that all claims in respect of such action or proceeding may be heard and determined in such New York State court or, to the extent permitted by law, in such Federal court. The parties hereto hereby irrevocably waive, to the fullest extent they may effectively do so, the defense of an inconvenient forum to the maintenance of such action or proceeding. The parties hereto agree that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.. NAI-15121569431515895953v1213 -115- (b) The Borrower Each of the Borrower, the Portfolio Asset Servicer and the Calculation Agent agrees that service of process may be effected by mailing a copy thereof by registered or certified mail, postage prepaid, to the Borrower Borrower, the Portfolio Asset Servicer or the Calculation Agent, as applicable, at its address specified in Annex A Schedule III hereto or at such other address as the Administrative Agent shall have been notified in accordance herewith. Nothing in this Section 12.11 11.10 shall affect the right of the Lenders, the Lender Agents Lenders or the Administrative Agent to serve legal process in any other manner permitted by law.

Consent to Jurisdiction; Service of Process. (a) Each party hereto hereby irrevocably submits to the non-exclusive non‐exclusive jurisdiction of any New York State or Federal court sitting in New York City in any action or proceeding arising out of or relating to the Transaction Documents, and each party hereto hereby irrevocably agrees that all claims in respect of such action or proceeding may be heard and determined in such New York State court or, to the extent permitted by law, in such Federal court. The parties hereto hereby irrevocably waive, to the fullest extent they may effectively do so, the defense of an inconvenient forum to the maintenance of such action or proceeding. The parties hereto agree -143- that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. (b) The Borrower Each of the Borrower, the Portfolio Asset Servicer and the Calculation Agent agrees that service of process may be effected by mailing a copy thereof by registered or certified mail, postage prepaid, to the Borrower Borrower, the Portfolio Asset Servicer or the Calculation Agent, as applicable, at its address specified in Annex A Schedule III hereto or at such other address as the Administrative Agent shall have been notified in accordance herewith. Nothing in this Section 12.11 11.10 shall affect the right of the Lenders, the Lender Agents Lenders or the Administrative Agent to serve legal process in any other manner permitted by law.