Common use of Consent to Jurisdiction; Waiver of Immunities Clause in Contracts

Consent to Jurisdiction; Waiver of Immunities. (a) The Mortgagor irrevocably (i) submits to the jurisdiction of any state or federal court sitting in the State, or in such other location as may be specified in the Term Loan Intercreditor Agreement, in any action or proceeding arising out of or relating to this Mortgage, and the Mortgagor hereby irrevocably agrees that all claims in respect of such action or proceeding may be heard and determined in any state or federal court sitting in the State or in such other location as may be specified in the Term Loan Intercreditor Agreement. (b) The provisions of the Term Loan Intercreditor Agreement contained in Sections 8.7 and 8.8 thereof are hereby incorporated by reference as if set out in their entirety in this Mortgage. (c) To the extent that the Mortgagor has or hereafter may acquire any immunity from the jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, the Mortgagor hereby irrevocably waives such immunity in respect of its obligations under this Mortgage. (d) Mortgagor waives, to the fullest extent it may effectively do so, the defense of an inconvenient forum to the maintenance of any such action or proceeding; consents to service of process in any such action or proceeding by the mailing of a copy of such process to the Mortgagor as set forth in Section 5.1 hereof; and agrees that a final judgment in any such action 15 (e) Nothing in this Section shall affect the right of the Pari Passu Agent to serve legal process in any other manner permitted by law or affect the right of the Pari Passu Agent to bring any action or proceeding against the Mortgagor or its property in the courts of any other jurisdiction.

Consent to Jurisdiction; Waiver of Immunities. (a) This Agreement shall be deemed to have been made in New York County, New York. The Mortgagor Obligors hereby irrevocably (i) submits submit to the jurisdiction of any state New York State or federal Federal court sitting in the State, or in such other location as may be specified in the Term Loan Intercreditor Agreement, New York City in any action or proceeding arising out of or relating to this Mortgage, Agreement and the Mortgagor Obligors hereby irrevocably agrees agree that all claims in respect of such action or proceeding may be heard and determined in such New York State or Federal court. The Obligors agree not to bring any state action or federal proceeding against the Bank in connection with this Agreement in any court sitting other than as specified above. The Obligors 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 Obligors irrevocably consent to the service of any and all process in any such action or proceeding by the mailing of copies of such process to the Obligors at their respective address specified above in Section 1 hereof in the State definition of “Borrower Contact Information” or “Guarantor Contact Information”, as applicable. The Obligors agree that nothing in this Agreement shall affect the Bank’s right to serve process in any other manner permitted by law or to commence legal proceedings or otherwise proceed against each Obligor in any other jurisdiction. The Obligors agree that a final judgment against any of them in any such action or proceeding shall be conclusive and may be enforced in other jurisdiction within or outside the United States by suit on the judgment, a certified copy of which shall be conclusive evidence of the judgment, or in such any other location as may be specified in the Term Loan Intercreditor Agreementmanner provided by law. (b) The provisions Nothing in this Section 16 shall affect the right of the Term Loan Intercreditor Agreement contained Bank to serve legal process in Sections 8.7 and 8.8 thereof are hereby incorporated any other manner permitted by reference as if set out law or affect the right of the Bank to bring any action or proceeding against the Borrower or its properties in their entirety in this Mortgagethe courts of any other jurisdictions. (c) To the extent that the Mortgagor any Obligor has acquired or hereafter may acquire any immunity from the jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, the Mortgagor each Obligor hereby irrevocably waives such immunity in respect of its obligations under this MortgageAgreement and any Note. (d) Mortgagor waives, to the fullest extent it may effectively do so, the defense of an inconvenient forum to the maintenance of any such action or proceeding; consents to service of process in any such action or proceeding by the mailing of a copy of such process to the Mortgagor as set forth in Section 5.1 hereof; and agrees that a final judgment in any such action 15 (e) Nothing in this Section shall affect the right of the Pari Passu Agent to serve legal process in any other manner permitted by law or affect the right of the Pari Passu Agent to bring any action or proceeding against the Mortgagor or its property in the courts of any other jurisdiction.

Consent to Jurisdiction; Waiver of Immunities. (a) The Mortgagor Each of the parties hereto hereby irrevocably (i) submits to the non-exclusive jurisdiction of any New York state or U.S. federal court sitting in the StateBorough of Manhattan in The City of New York with respect to actions brought against it as a defendant in respect of any suit, or in such other location as may be specified in the Term Loan Intercreditor Agreement, in any action or proceeding or arbitral award arising out of or relating to this MortgageIndenture or the Notes or any transaction contemplated hereby or thereby (a “Proceeding”), and the Mortgagor hereby irrevocably agrees that all claims in respect of such action or proceeding may be heard accepts for itself and determined in any state or federal court sitting in the State or in such other location as may be specified in the Term Loan Intercreditor Agreement. (b) The provisions of the Term Loan Intercreditor Agreement contained in Sections 8.7 and 8.8 thereof are hereby incorporated by reference as if set out in their entirety in this Mortgage. (c) To the extent that the Mortgagor has or hereafter may acquire any immunity from the jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, the Mortgagor hereby irrevocably waives such immunity in respect of its obligations under this Mortgage. (d) Mortgagor property, generally and unconditionally, the jurisdiction of the aforesaid courts. Each of the parties hereto irrevocably waives, to the fullest extent it may effectively do soso under applicable law, the defense of an inconvenient forum trial by jury and any objection which it may now or hereafter have to the maintenance laying of the venue of any such action or proceeding; consents Proceeding brought in any such court and any claim that any such Proceeding brought in any such court has been brought in an inconvenient forum. Each of the Company and the Guarantors irrevocably appoints National Corporation Research (the “Process Agent”), with an office at 00 Xxxx 00xx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, as its authorized agent to receive on behalf of it and its property service of copies of the summons and complaint and any other process which may be served in any Proceeding. If for any reason such Person shall cease to be such agent for service of process, each the Company and the Guarantors shall forthwith appoint a new agent of recognized standing for service of process in the State of New York and deliver to the Trustee a copy of the new agent’s acceptance of that appointment within 30 days. Nothing herein shall affect the right of the Trustee, the Paying Agent or any Holder to serve process in any other manner permitted by law or to commence legal proceedings or otherwise proceed against the Company and the Guarantors in any other court of competent jurisdiction. (b) Each of the Company and the Guarantors hereby irrevocably appoints the Process Agent as its agent to receive, on behalf of itself and its property, service of copies of the summons and complaint and any other process which may be served in any such suit, action or proceeding brought in such New York state or U.S. federal court sitting in the Borough of Manhattan in The City of New York. Such service shall be made by the mailing of delivering by hand a copy of such process to the Mortgagor Company or any Guarantor, as set forth the case may be, in care of the Process Agent at the address specified above. Each of the Company and the Guarantors hereby irrevocably authorizes and directs the Process Agent to accept such service on its behalf. Failure of the Process Agent to give notice to the Company or any Guarantor, as the case may be, or failure of the Company or any Guarantor, as the case may be, to receive notice of such service of process shall not affect in any way the validity of such service on the Process Agent, the Company or the Guarantors. As an alternative method of service, each of the Company and the Guarantors also irrevocably consents to the service of any and all process in any such Proceeding by the delivery by hand of copies of such process to the Company or Guarantor, as the case may be, at its address specified in Section 5.1 hereof; 13.02 or at any other address previously furnished in writing by the Company or the Guarantors to the Trustee. Each of the Company and the Guarantors covenants and agrees that a final judgment it shall take any and all reasonable action, including the execution and filing of any and all documents, that may be necessary to continue the designation of the Process Agent above in any such action 15full force and effect during the term of this Indenture, and to cause the Process Agent to continue to act as such. (ec) Nothing in this Section 13.09 shall affect the right of any party, including the Pari Passu Agent Trustee, the Agents, any Holder or any other Person, to serve legal process in any other manner permitted by law or affect the right of the Pari Passu Agent any party to bring any action or proceeding against the Mortgagor any other party or its property in the courts of other competent jurisdictions. (d) Each of the Company and the Guarantors irrevocably agrees that, in any other jurisdictionproceedings anywhere (whether for an injunction, specific performance or otherwise), no immunity (to the extent that it may at any time exist, whether on the grounds of sovereignty or otherwise) from such proceedings, from attachment (whether in aid of execution, before judgment or otherwise) of its assets or from execution of judgment shall be claimed by it or on its behalf or with respect to its assets, except to the extent required by applicable law, any such immunity being irrevocably waived, to the fullest extent permitted by applicable law. Each of the Company and the Guarantors irrevocably agrees that, where permitted by applicable law, it and its assets are, and shall be, subject to such proceedings, attachment or execution in respect of its obligations under this Indenture, the Notes or the Notes Guaranties, as applicable.

Consent to Jurisdiction; Waiver of Immunities. (a) The Mortgagor Borrower hereby irrevocably (i) submits to the jurisdiction of any state Texas State or federal Federal court sitting in the State, or in such other location as may be specified in the Term Loan Intercreditor Agreement, in Northern District of Texas over any action or proceeding arising out of or relating to this MortgageAgreement or any other Loan Papers, and the Mortgagor Borrower hereby irrevocably agrees that all claims in respect of such action or proceeding may be heard and determined in any state or federal court sitting in the such Texas State or in such Federal court. Borrower hereby irrevocably appoints The Corporation Company (the "PROCESS AGENT"), with an office on the date hereof at 0000 Xxxxxxxx, Xxxxxx, Xxxxxxxx 00000, as its agent to receive on behalf of Borrower proper service of copies of the summons and complaint and any other location as process which may be made by mailing or delivering a copy of such process to Borrower (as applicable) in care of the Process Agent at the Process Agent's above address, and Borrower hereby irrevocably authorizes and directs the Process Agent to accept such service on their behalf. As an alternative method of service, Borrower also irrevocably consents to the service of any and all process in any such action or proceeding by the mailing of copies of such process to Borrower at its address specified in SECTION 14. 1. Borrower agrees that a final judgment on any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the Term Loan Intercreditor Agreementjudgment or in any other manner provided by law. (b) The provisions of the Term Loan Intercreditor Agreement contained in Sections 8.7 and 8.8 thereof are hereby incorporated by reference as if set out in their entirety Nothing in this MortgageSECTION 14.12 shall affect any right of Banks to serve legal process in any other manner permitted by law or affect the right of any Bank to bring any action or proceeding against Borrower or any of its Subsidiaries or their properties in the courts of any other jurisdictions. (c) To the extent that the Mortgagor Borrower has or hereafter may acquire any immunity from the jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, the Mortgagor Borrower hereby irrevocably waives such immunity in respect of its obligations under this MortgageAgreement and the other Loan Papers. (d) Mortgagor waives, to the fullest extent it may effectively do so, the defense of an inconvenient forum to the maintenance of any such action or proceeding; consents to service of process in any such action or proceeding by the mailing of a copy of such process to the Mortgagor as set forth in Section 5.1 hereof; and agrees that a final judgment in any such action 15 (e) Nothing in this Section shall affect the right of the Pari Passu Agent to serve legal process in any other manner permitted by law or affect the right of the Pari Passu Agent to bring any action or proceeding against the Mortgagor or its property in the courts of any other jurisdiction.

Consent to Jurisdiction; Waiver of Immunities. (a) The Mortgagor Borrower hereby irrevocably (i) submits to the jurisdiction of any federal or Texas state or federal court sitting in the StateHouston, or in such other location as may be specified in the Term Loan Intercreditor Agreement, Texas in any action or proceeding arising out of or relating to this Mortgageany Loan Document, and the Mortgagor Borrower hereby irrevocably agrees that all claims in respect of such action or proceeding may be heard and determined in any state or federal court sitting in the State or in such other location as may be specified in the Term Loan Intercreditor Agreement. (b) The provisions of the Term Loan Intercreditor Agreement contained in Sections 8.7 and 8.8 thereof are hereby incorporated by reference as if set out in their entirety in this Mortgage. (c) To the extent that the Mortgagor has or hereafter may acquire any immunity from the jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, the Mortgagor above courts. The Borrower hereby irrevocably waives such immunity in respect of its obligations under this Mortgage. (d) Mortgagor waives, to the fullest extent it may effectively do so, the defense of an inconvenient forum to the maintenance of such action or proceeding. The Borrower hereby appoints CT Corporation or its affiliates or alternative registered agent approved by Lender (the “Process Agent”) as its agent to receive on behalf of the Borrower and its Property service of copies of the summons and complaint and any other process which may be served in any such action or proceeding; . Such service may be made by mailing or delivering a copy of such process to the Borrower in care of the Process Agent at the Process Agent’s above address, and the Borrower hereby irrevocably authorizes and directs the Process Agent to receive such service on its behalf. As an alternative method of service, the Borrower also irrevocably consents to the service of any and all process in any such action or proceeding by the mailing of a copy copies of such process to the Mortgagor as Borrower at its notice address set forth in Section 5.1 hereof; and herein. The Guarantor agrees that a final judgment in any such action 15or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. (eb) Nothing in this Section shall affect the right of the Pari Passu Agent Lender to serve legal process in person or in any other manner permitted by law or affect the right of the Pari Passu Agent Lender to bring any action or proceeding against the Mortgagor any Obligor or its property in the courts of any other jurisdiction. (c) To the extent that the Borrower may in any jurisdiction in which proceedings may be taken for the enforcement of any Loan Document be entitled at present or at any time in the future to claim for itself or any of its assets any immunity (including immunity from service of process, jurisdiction, suit, judgment, setoff, counterclaim, enforcement of or execution on a judgment, attachment (whether before judgment or in aid of execution) or other legal process) and to the extent that in any such jurisdiction there may at any time be attributed such immunity (whether or not claimed), the Borrower hereby, to the fullest extent permitted by the laws of such jurisdiction, irrevocably undertakes not to claim and hereby waives such immunity and hereby irrevocably agrees that it and all of its Property (whatever the purpose for which such Property is used) are and shall be subject to service of process, jurisdiction, suit, judgment, setoff, counterclaim, enforcement of or execution on a judgment, attachment (whether before judgment or in aid of execution) and all other legal processes, including the giving of relief, on account of the indebtedness and other obligations incurred by it pursuant to any Loan Document. For the purposes of the foregoing waiver and without prejudice to its generality, the Borrower hereby expressly acknowledges that such waiver is intended to be irrevocable for the purposes of the Foreign Sovereign Immunities Act of 1976 of the United States of America.

Consent to Jurisdiction; Waiver of Immunities. (a) The Mortgagor Each of the parties hereto hereby irrevocably (i) submits to the non-exclusive jurisdiction of any New York state or U.S. federal court sitting in the StateBorough of Manhattan in The City of New York with respect to actions brought against it as a defendant in respect of any suit, or in such other location as may be specified in the Term Loan Intercreditor Agreement, in any action or proceeding or arbitral award arising out of or relating to this MortgageIndenture or the Notes or any transaction contemplated hereby or thereby (an “Action”), and the Mortgagor hereby irrevocably agrees that all claims in respect of such action or proceeding may be heard accepts for itself and determined in any state or federal court sitting in the State or in such other location as may be specified in the Term Loan Intercreditor Agreement. (b) The provisions of the Term Loan Intercreditor Agreement contained in Sections 8.7 and 8.8 thereof are hereby incorporated by reference as if set out in their entirety in this Mortgage. (c) To the extent that the Mortgagor has or hereafter may acquire any immunity from the jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, the Mortgagor hereby irrevocably waives such immunity in respect of its obligations under this Mortgage. (d) Mortgagor property, generally and unconditionally, the jurisdiction of the aforesaid courts. Each of the parties hereto, and each Holder of a Note by its acceptance thereof, irrevocably waives, to the fullest extent it may effectively do soso under applicable law, the defense of an inconvenient forum trial by jury and any objection which it may now or hereafter have to the maintenance laying of the venue of any such action or proceeding; consents to service of process Action brought in any such action or proceeding by the mailing of a copy of court and any claim that any such process to the Mortgagor as set forth in Section 5.1 hereof; and agrees that a final judgment Action brought in any such action 15court has been brought in an inconvenient forum. (eb) Nothing in this Section 12.11 shall affect the right of any party, including the Pari Passu Trustee, any Agent or any Holder, to serve legal process in any other manner permitted by law or affect the right of the Pari Passu Agent any party to bring any action or proceeding against the Mortgagor any other party or its property in the courts of other competent jurisdictions. The Company hereby appoints CT Corporation System as its agent for service of process, and covenants and agrees that service of process in any other jurisdictionsuit, action or proceeding may be made upon the Company at the office of such agent located at 00 Xxxxxxx Xx 00xx Xxxxx, Xxx Xxxx, XX 00000, Xxxxxx Xxxxxx. (c) The Company irrevocably agrees that, in any proceedings anywhere (whether for an injunction, specific performance or otherwise), no immunity (to the extent that it may at any time exist, whether on the grounds of sovereignty or otherwise) from such proceedings, from attachment (whether in aid of execution, before judgment or otherwise) of its assets or from execution of judgment shall be claimed by it or on its behalf or with respect to its assets, except to the extent required by applicable law, any such immunity being irrevocably waived, to the fullest extent permitted by applicable law. The Company irrevocably agrees that, where permitted by applicable law, it and its assets are, and shall be, subject to such proceedings, attachment or execution in respect of its obligations under this Indenture or the Notes.

Consent to Jurisdiction; Waiver of Immunities. (a) The Mortgagor Each of the parties hereto hereby irrevocably (i) submits to the non-exclusive jurisdiction of any New York state or U.S. federal court sitting in the StateBorough of Manhattan in The City of New York with respect to actions brought against it as a defendant in respect of any suit, or in such other location as may be specified in the Term Loan Intercreditor Agreement, in any action or proceeding or arbitral award arising out of or relating to this MortgageIndenture or the Notes or any transaction contemplated hereby or thereby (a “Proceeding”), and the Mortgagor hereby irrevocably agrees that all claims in respect of such action or proceeding may be heard accepts for itself and determined in any state or federal court sitting in the State or in such other location as may be specified in the Term Loan Intercreditor Agreement. (b) The provisions of the Term Loan Intercreditor Agreement contained in Sections 8.7 and 8.8 thereof are hereby incorporated by reference as if set out in their entirety in this Mortgage. (c) To the extent that the Mortgagor has or hereafter may acquire any immunity from the jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, the Mortgagor hereby irrevocably waives such immunity in respect of its obligations under this Mortgage. (d) Mortgagor property, generally and unconditionally, the jurisdiction of the aforesaid courts. Each of the parties hereto irrevocably waives, to the fullest extent it may effectively do soso under applicable law, the defense of an inconvenient forum trial by jury and any objection which it may now or hereafter have to the maintenance laying of the venue of any such action or proceeding; consents Proceeding brought in any such court and any claim that any such Proceeding brought in any such court has been brought in an inconvenient forum. Each of the Company and the Guarantor irrevocably appoints Law Debenture Corporate Services (the “Process Agent”), with an office at 000 Xxxxxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, XX 00000, as its authorized agent to receive on behalf of it and its property service of copies of the summons and complaint and any other process which may be served in any Proceeding. If for any reason such Person shall cease to be such agent for service of process, each of the Company and the Guarantor shall forthwith appoint a new agent of recognized standing for service of process in the State of New York and deliver to the Trustee a copy of the new agent’s acceptance of that appointment within 30 days. Nothing herein shall affect the right of the Trustee, any Agent or any Holder to serve process in any other manner permitted by law or to commence legal proceedings or otherwise proceed against the Company and the Guarantor in any other court of competent jurisdiction. (b) Each of the Company and the Guarantor hereby irrevocably appoints the Process Agent as its agent to receive, on behalf of itself and its property, service of copies of the summons and complaint and any other process which may be served in any such suit, action or proceeding brought in such New York state or U.S. federal court sitting in the Borough of Manhattan in The City of New York. Such service shall be made by the mailing of delivering by hand a copy of such process to the Mortgagor Company or the Guarantor, as set forth the case may be, in care of the Process Agent at the address specified above. The Company irrevocably authorizes and directs the Process Agent to accept such service on its behalf. Failure of the Process Agent to give notice to the Company or failure of the Company to receive notice of such service of process shall not affect in any way the validity of such service on the Process Agent or the Company. As an alternative method of service the Company consents to the service of any and all process in any such Proceeding by the delivery by hand of copies of such process to the Company at its address specified in Section 5.1 hereof; 11.02 or at any other address previously furnished in writing by the Company to the Trustee. The Company covenants and agrees that a final judgment it shall take any and all reasonable action, including the execution and filing of any and all documents, that may be necessary to continue the designation of the Process Agent above in any such action 15full force and effect during the term of the Notes, and to cause the Process Agent to continue to act as such. (ec) Nothing in this Section 11.11 shall affect the right of any party, including the Pari Passu Trustee, any Agent or any Holder, to serve legal process in any other manner permitted by law or affect the right of the Pari Passu Agent any party to bring any action or proceeding against the Mortgagor any other party or its property in the courts of other competent jurisdictions. (d) Each of the Company and the Guarantor irrevocably agrees that, in any other jurisdictionproceedings anywhere (whether for an injunction, specific performance or otherwise), no immunity (to the extent that it may at any time exist, whether on the grounds of sovereignty or otherwise) from such proceedings, from attachment (whether in aid of execution, before judgment or otherwise) of its assets or from execution of judgment shall be claimed by it or on its behalf or with respect to its assets, except to the extent required by applicable law, any such immunity being irrevocably waived, to the fullest extent permitted by applicable law. Each of the Company and the Guarantor irrevocably agrees that, where permitted by applicable law, it and its assets are, and shall be, subject to such proceedings, attachment or execution in respect of its obligations under this Indenture or the Notes.

Consent to Jurisdiction; Waiver of Immunities. (a) The Mortgagor Guarantor irrevocably (i) and unconditionally agrees that it will not commence any action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, against any Guaranteed Party, or any Related Party of the foregoing in any way relating to this Guaranty or the transactions relating hereto, in each case in any forum other than the courts of the State of New York sitting in New York County, and of the United States District Court of the Southern District of New York, and any appellate court from any thereof and each of the parties hereto irrevocably and unconditionally submits to the jurisdiction of such courts and agrees that all claims in respect of any state such action, litigation or proceeding may be heard and determined in such New York State court or, to the fullest extent permitted by applicable law, in such federal court sitting court. Each of the parties hereto agrees that a final judgment in any such action, litigation or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Guaranty shall affect any right that any Guaranteed Party may otherwise have to bring any action or proceeding relating to this Guaranty against the Guarantor or its properties in the Statecourts of any jurisdiction. The Guarantor irrevocably and unconditionally waives, to the fullest extent permitted by applicable law, any objection that it may now or in such other location as may be specified in hereafter have to the Term Loan Intercreditor Agreement, in laying of venue of any action or proceeding arising out of or relating to this Mortgage, and Guaranty in any court referred to in this Section 15. Each of the Mortgagor parties hereto hereby irrevocably agrees that all claims in respect of such action or proceeding may be heard and determined in any state or federal court sitting in the State or in such other location as may be specified in the Term Loan Intercreditor Agreement. (b) The provisions of the Term Loan Intercreditor Agreement contained in Sections 8.7 and 8.8 thereof are hereby incorporated by reference as if set out in their entirety in this Mortgage. (c) To the extent that the Mortgagor has or hereafter may acquire any immunity from the jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, the Mortgagor hereby irrevocably waives such immunity in respect of its obligations under this Mortgage. (d) Mortgagor waives, to the fullest extent it may effectively do sopermitted by applicable law, the defense of an inconvenient forum to the maintenance of any such action or proceeding; proceeding in any such court. (b) Each party hereto irrevocably consents to service of process in any such action or proceeding by the mailing of a copy of such process to the Mortgagor as set forth manner provided for notices in Section 5.1 hereof; and agrees that a final judgment in any such action 15 (e) 9.02 of the Credit Agreement. Nothing in this Section shall Guaranty will affect the right of the Pari Passu Agent any party hereto to serve legal process in any other manner permitted by law or affect the right of the Pari Passu Agent to bring any action or proceeding against the Mortgagor or its property in the courts of any other jurisdictionapplicable law.

Consent to Jurisdiction; Waiver of Immunities. (a) The Mortgagor Each of the parties hereto hereby irrevocably (i) submits to the non-exclusive jurisdiction of any New York state or U.S. federal court sitting in the StateBorough of Manhattan in The City of New York with respect to actions brought against it as a defendant in respect of any suit, or in such other location as may be specified in the Term Loan Intercreditor Agreement, in any action or proceeding or arbitral award arising out of or relating to this MortgageIndenture or the Notes or any transaction contemplated hereby or thereby (a “Proceeding”), and the Mortgagor hereby irrevocably agrees that all claims in respect of such action or proceeding may be heard accepts for itself and determined in any state or federal court sitting in the State or in such other location as may be specified in the Term Loan Intercreditor Agreement. (b) The provisions of the Term Loan Intercreditor Agreement contained in Sections 8.7 and 8.8 thereof are hereby incorporated by reference as if set out in their entirety in this Mortgage. (c) To the extent that the Mortgagor has or hereafter may acquire any immunity from the jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, the Mortgagor hereby irrevocably waives such immunity in respect of its obligations under this Mortgage. (d) Mortgagor property, generally and unconditionally, the jurisdiction of the aforesaid courts. Each of the parties hereto irrevocably waives, to the fullest extent it may effectively do soso under applicable law, the defense of an inconvenient forum trial by jury and any objection which it may now or hereafter have to the maintenance laying of the venue of any such action or proceeding; consents Proceeding brought in any such court and any claim that any such Proceeding brought in any such court has been brought in an inconvenient forum. Each of the Company and the Guarantors irrevocably appoints National Corporate Research Limited (the “Process Agent”), with an office at 000 Xxxx 00xx Xxxxxx, Xxxxx 000, Xxx Xxxx, XX 00000, XXX, as its authorized agent to receive on behalf of it and its property service of copies of the summons and complaint and any other process which may be served in any Proceeding. If for any reason such Person shall cease to be such agent for service of process, each of the Company and the Guarantors shall forthwith appoint a new agent of recognized standing for service of process in any such action or proceeding by the mailing State of New York and deliver to the Trustee a copy of such process to the Mortgagor as set forth in Section 5.1 hereof; and agrees new agent’s acceptance of that a final judgment in any such action 15 (e) appointment within 30 days. Nothing in this Section herein shall affect the right of the Pari Passu Trustee, any Agent or any Holder to serve legal process in any other manner permitted by law or affect the right of the Pari Passu Agent to bring any action commence legal proceedings or proceeding otherwise proceed against the Mortgagor or its property Company and the Guarantors in the courts of any other court of competent jurisdiction.

Consent to Jurisdiction; Waiver of Immunities. (a) The Mortgagor Each of the parties hereto hereby irrevocably (i) submits to the non-exclusive jurisdiction of any New York state or U.S. federal court sitting in the StateBorough of Manhattan in The City of New York with respect to actions brought against it as a defendant in respect of any suit, or in such other location as may be specified in the Term Loan Intercreditor Agreement, in any action or proceeding or arbitral award arising out of or relating to this MortgageIndenture or the Notes or any transaction contemplated hereby or thereby (a “Proceeding”), and the Mortgagor hereby irrevocably agrees that all claims in respect of such action or proceeding may be heard accepts for itself and determined in any state or federal court sitting in the State or in such other location as may be specified in the Term Loan Intercreditor Agreement. (b) The provisions of the Term Loan Intercreditor Agreement contained in Sections 8.7 and 8.8 thereof are hereby incorporated by reference as if set out in their entirety in this Mortgage. (c) To the extent that the Mortgagor has or hereafter may acquire any immunity from the jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, the Mortgagor hereby irrevocably waives such immunity in respect of its obligations under this Mortgage. (d) Mortgagor property, generally and unconditionally, the jurisdiction of the aforesaid courts. Each of the parties hereto irrevocably waives, to the fullest extent it may effectively do soso under applicable law, the defense of an inconvenient forum trial by jury and any objection which it may now or hereafter have to the maintenance laying of the venue of any such action or proceeding; consents Proceeding brought in any such court and any claim that any such Proceeding brought in any such court has been brought in an inconvenient forum. Each of the Company and the Guarantors irrevocably appoints National Corporate Research Limited (the “Process Agent”), with an office at 200 Xxxx 00xx Xxxxxx, Xxxxx 000, Xxx Xxxx, XX 00000, XXX, as its authorized agent to receive on behalf of it and its property service of copies of the summons and complaint and any other process which may be served in any Proceeding. If for any reason such Person shall cease to be such agent for service of process, each of the Company and the Guarantors shall forthwith appoint a new agent of recognized standing for service of process in the State of New York and deliver to the Trustee a copy of the new agent’s acceptance of that appointment within 30 days. Nothing herein shall affect the right of the Trustee, any Agent or any Holder to serve process in any other manner permitted by law or to commence legal proceedings or otherwise proceed against the Company and the Guarantors in any other court of competent jurisdiction. (b) Each of the Company and the Guarantors hereby irrevocably appoints the Process Agent as its agent to receive, on behalf of itself and its property, service of copies of the summons and complaint and any other process which may be served in any such suit, action or proceeding brought in such New York state or U.S. federal court sitting in the Borough of Manhattan in The City of New York. Such service shall be made by the mailing of delivering by hand a copy of such process to the Mortgagor Company or any Guarantor, as set forth the case may be, in care of the Process Agent at the address specified above. Each of the Company and the Guarantors hereby irrevocably authorizes and directs the Process Agent to accept such service on its behalf. Failure of the Process Agent to give notice to the Company or any Guarantor, as the case may be, or failure of the Company or any Guarantor, as the case may be, to receive notice of such service of process shall not affect in any way the validity of such service on the Process Agent, the Company or the Guarantors. As an alternative method of service, each of the Company and the Guarantors also irrevocably consents to the service of any and all process in any such Proceeding by the delivery by hand of copies of such process to the Company or Guarantor, as the case may be, at its address specified in Section 5.1 hereof; 11.02 or at any other address previously furnished in writing by the Company or the Guarantors to the Trustee. Each of the Company and the Guarantors covenants and agrees that a final judgment it shall take any and all reasonable action, including the execution and filing of any and all documents, that may be necessary to continue the designation of the Process Agent above in any such action 15full force and effect during the term of the Notes, and to cause the Process Agent to continue to act as such. (ec) Nothing in this Section 11.10 shall affect the right of any party, including the Pari Passu Trustee, any Agent or any Holder, to serve legal process in any other manner permitted by law or affect the right of the Pari Passu Agent any party to bring any action or proceeding against the Mortgagor any other party or its property in the courts of other competent jurisdictions. (d) Each of the Company and the Guarantors irrevocably agrees that, in any other jurisdictionproceedings anywhere (whether for an injunction, specific performance or otherwise), no immunity (to the extent that it may at any time exist, whether on the grounds of sovereignty or otherwise) from such proceedings, from attachment (whether in aid of execution, before judgment or otherwise) of its assets or from execution of judgment shall be claimed by it or on its behalf or with respect to its assets, except to the extent required by applicable law, any such immunity being irrevocably waived, to the fullest extent permitted by applicable law. Each of the Company and the Guarantors irrevocably agrees that, where permitted by applicable law, it and its assets are, and shall be, subject to such proceedings, attachment or execution in respect of its obligations under this Indenture or the Notes.

Consent to Jurisdiction; Waiver of Immunities. (a) The Mortgagor We hereby irrevocably (i) submits submit to the jurisdiction of any state Illinois State or federal Federal court sitting in the StateChicago, or in such other location as may be specified in the Term Loan Intercreditor Agreement, Illinois and any appellate court from any thereof in any action or proceeding arising out of or relating to this MortgageAgreement, and the Mortgagor we hereby irrevocably agrees agree that all claims in respect of such action or proceeding may be heard and determined in any state or federal such Illinois State court sitting in the State or in such Federal court, We hereby irrevocably waive, to the fullest extent we may effectively do so, the defense of an inconvenient forum to the maintenance of such action or proceeding. We hereby irrevocably appoint Anam USA, Inc. (the "Process Agent"), with an office on the date hereof at Goshen Corporate Park, 1345 Xxxxxxxxxx Xxxxx, Xxxx Xxxxxxx, XX 00000, xx our agent to receive on behalf of us and our property service of copies of the summons and complaint and any other location as process which may be served in any such action or proceeding. Such service may be made by mailing or delivering a copy of such proem to us ir care of the Process Agent at the Process Agent's above address, and we hereby irrevocably authorizes and directs the Process Agent to accept such service on our behalf. As an alternative method of service, we also irrevocably consent to the service of any and all process in any such action or proceeding by the mailing of copies of such process to us at our address specified on the signature page to this Agreement (or at such other address as we may from time to time notify you in writing). We 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. Nothing in this Agreement shall affect the Tight of the Seller to serve legal process in any other manner permitted by law or affect the right of the Seller to bring any action or proceeding against us or our property in the Term Loan Intercreditor Agreement. (b) The provisions courts of the Term Loan Intercreditor Agreement contained in Sections 8.7 and 8.8 thereof are hereby incorporated by reference as if set out in their entirety in this Mortgage. (c) any other jurisdictions. To the extent that the Mortgagor has we have or hereafter may acquire any immunity from the jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself us or its our property, the Mortgagor we hereby irrevocably waives waive such immunity in respect of its our obligations under this Mortgage. (d) Mortgagor waivesAgreement and, to without limiting the fullest extent it may effectively do sogenerality of the foregoing, agree that the defense of an inconvenient forum to the maintenance of any such action or proceeding; consents to service of process in any such action or proceeding by the mailing of a copy of such process to the Mortgagor as waivers set forth in Section 5.1 hereof; this Agreement shall have the fullest scope permitted under the Foreign Sovereign Immunities Act of 1976 of the, United States and agrees that a final judgment in any are intended to be irrevocable for purposes of such action 15 (e) Nothing in this Section shall affect the right of the Pari Passu Agent to serve legal process in any other manner permitted by law or affect the right of the Pari Passu Agent to bring any action or proceeding against the Mortgagor or its property in the courts of any other jurisdictionAct.

Consent to Jurisdiction; Waiver of Immunities. (a) The Mortgagor Each Borrower hereby irrevocably (i) submits to the jurisdiction of any state Texas State or federal Federal court sitting in the State, or in such other location as may be specified in the Term Loan Intercreditor Agreement, in Northern District of Texas over any action or proceeding arising out of or relating to this MortgageAgreement or any other Loan Papers, and the Mortgagor each Borrower hereby irrevocably agrees that all claims in respect of such action or proceeding may be heard and determined in any state or federal court sitting in the such Texas State or in such Federal court. Each Borrower hereby irrevocably appoints CT Corporation System (the "Process Agent"), with an office on the date hereof at 350 N. St. Paul, Dallas, Texas 75201, as its agxxx xx xxxxxxx xx xxxxxx of each Borrower proper service of copies of the summons and complaint and any other location as process which may be made by mailing or delivering a copy of such process to each Borrower (as applicable) in care of the Process Agent at the Process Agent's above address, and each Borrower hereby irrevocably authorizes and directs the Process Agent to accept such service on their behalf. As an alternative method of service, each Borrower also irrevocably consents to the service of any and all process in any such action or proceeding by the mailing of copies of such process to each Borrower at its respective address specified in Section 12. 1. Each Borrower agree that a final judgment on any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the Term Loan Intercreditor Agreementjudgment or in any other manner provided by law. (b) The provisions of the Term Loan Intercreditor Agreement contained in Sections 8.7 and 8.8 thereof are hereby incorporated by reference as if set out in their entirety Nothing in this MortgageSection 12.12 shall affect any right of Banks to serve legal process in any other manner permitted by law or affect the right of any Bank to bring any action or proceeding against any Borrower or any of their Subsidiaries or their properties in the courts of any other jurisdictions. (c) To the extent that the Mortgagor any Borrower has or hereafter may acquire any immunity from the jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, the Mortgagor such Borrower hereby irrevocably waives such immunity in respect of its obligations under this MortgageAgreement and the other Loan Papers. (d) Mortgagor waives, to the fullest extent it may effectively do so, the defense of an inconvenient forum to the maintenance of any such action or proceeding; consents to service of process in any such action or proceeding by the mailing of a copy of such process to the Mortgagor as set forth in Section 5.1 hereof; and agrees that a final judgment in any such action 15 (e) Nothing in this Section shall affect the right of the Pari Passu Agent to serve legal process in any other manner permitted by law or affect the right of the Pari Passu Agent to bring any action or proceeding against the Mortgagor or its property in the courts of any other jurisdiction.