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

Consent to Jurisdiction; Waiver of Immunity. Any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby (“Related Proceedings”) shall be instituted in (i) the federal courts of the United States of America located in the City and County of New York, Borough of Manhattan or (ii) the courts of the State of New York located in the City and County of New York, Borough of Manhattan (collectively, the “Specified Courts”), and each party irrevocably submits to the exclusive jurisdiction (except for proceedings instituted in regard to the enforcement of a judgment of any such court (a “Related Judgment”), as to which such jurisdiction is non-exclusive) of such courts in any such suit, action or proceeding. Service of any process, summons, notice or document by mail to such party’s address set forth above shall be effective service of process for any suit, action or other proceeding brought in any such court. The parties irrevocably and unconditionally waive any objection to the laying of venue of any suit, action or other proceeding in the Specified Courts and irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such suit, action or other proceeding brought in any such court has been brought in an inconvenient forum.

Consent to Jurisdiction; Waiver of Immunity. Any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby (“Related Proceedings”) shall be instituted in (i) the federal courts of the United States of America located in the City and County of New York, Borough of Manhattan or (ii) the courts of the State of New York located in the City and County of New York, Borough of Manhattan (collectively, the “Specified Courts”), and each party irrevocably submits to the exclusive jurisdiction (except for proceedings instituted in regard to the enforcement of a judgment of any such court (a “Related Judgment”)court, as to which such jurisdiction is non-exclusive) of such courts in any such suit, action or proceeding. Service of any process, summons, notice or document by mail to such party’s address set forth above shall be effective service of process for any suit, action or other proceeding brought in any such court. The parties irrevocably and unconditionally waive any objection to the laying of venue of any suit, action or other proceeding in the Specified Courts and irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such suit, action or other proceeding brought in any such court has been brought in an inconvenient forum.

Consent to Jurisdiction; Waiver of Immunity. Any legal suit, action or other proceeding arising out of or based upon this Agreement or the transactions contemplated hereby (“Related Proceedings”) shall be instituted in (i) the federal courts of the United States of America located in the City and County of New York, Borough of Manhattan or (ii) the courts of the State of New York located in the City and County of New York, Borough of Manhattan (collectively, the “Specified Courts”), and each party irrevocably submits to the exclusive jurisdiction (except for proceedings instituted in regard to the enforcement of a judgment of any such court (a “Related Judgment”), as to which such jurisdiction is non-exclusive) of such courts in any such suit, action or other proceeding. Service of any process, summons, notice or document by mail to such party’s address set forth above shall be effective service of process for any suit, action or other proceeding brought in any such court. The parties irrevocably and unconditionally waive any objection to the laying of venue of any suit, action or other proceeding in the Specified Courts and irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such suit, action or other proceeding brought in any such court has been brought in an inconvenient forum.

Consent to Jurisdiction; Waiver of Immunity. Any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby (“Related Proceedings”) shall be instituted in (i) the federal courts of the United States of America located in the City and County of New York, Borough of Manhattan or (ii) the courts of the State of New York located in the City and County of New York, Borough of Manhattan (collectively, the “Specified Courts”), and each party hereto irrevocably submits to the exclusive jurisdiction (except for proceedings instituted in regard to the enforcement of a judgment of any such court (a “Related Judgment”), as to which such jurisdiction is non-exclusive) of such courts in any such suit, action or proceeding. Service of any process, summons, notice or document by mail to such party’s address set forth above shall be effective service of process for any suit, action or other proceeding brought in any such court. The parties irrevocably and unconditionally waive any objection to the laying of venue of any suit, action or other proceeding in the Specified Courts and irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such suit, action or other proceeding brought in any such court has been brought in an inconvenient forum.

Consent to Jurisdiction; Waiver of Immunity. Any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby (“Related Proceedings”) shall be instituted in (i) the federal courts of the United States of America located in the City and County of New York, Borough of Manhattan or (ii) Manhattan, unless any such Federal court determines that it lacks jurisdiction over a Related Proceeding in which case such Related Proceeding shall be instituted in the courts of the State of New York York, in each case located in the City and County of New York, Borough of Manhattan (collectively, the “Specified Courts”), and each party irrevocably submits to the exclusive jurisdiction (except for proceedings instituted in regard to the enforcement of a judgment of any such court (a “Related Judgment”), as to which such jurisdiction is non-exclusive) of such courts in any such suit, action or proceeding. Service of any process, summons, notice or document by mail to such party’s address set forth above shall be effective service of process for any suit, action or other proceeding brought in any such court. The parties irrevocably and unconditionally waive any objection to the laying of venue of any suit, action or other proceeding in the Specified Courts and irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such suit, action or other proceeding brought in any such court has been brought in an inconvenient forum.

Consent to Jurisdiction; Waiver of Immunity. Any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby (“Related Proceedings”) shall be instituted in (i) the federal courts of the United States of America located in the City and County of New York, Borough of Manhattan or (ii) the courts of the State of New York located in the City and County of New York, Borough of Manhattan (collectively, the “Specified Courts”), and each party irrevocably submits to the exclusive jurisdiction (except for proceedings instituted in regard to the enforcement of a judgment of any such court (a “Related Judgment”)court, as to which such jurisdiction is non-exclusive) of such courts in any such suit, action or proceeding. Service of any process, summons, notice or document by mail to such party’s address set forth above shall be effective service of process for any suit, action or other proceeding brought in any such court. The parties irrevocably and unconditionally waive any objection to the laying of venue of any suit, action or other proceeding in the Specified Courts and irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such suit, action or other proceeding brought in any such court has been brought in an inconvenient forum.

Consent to Jurisdiction; Waiver of Immunity. Any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby (“Related Proceedings”) shall be instituted in (i) the federal courts of the United States of America located in the City and County of New York, Borough of Manhattan or (ii) the courts of the State of New York located in the City and County of New York, Borough of Manhattan (collectively, the “Specified Courts”), and each party irrevocably submits to the exclusive jurisdiction (except for proceedings instituted in regard to the enforcement of a judgment of any such court (a “Related Judgment”), as to which such jurisdiction is non-exclusive) of such courts in any such suit, action or proceeding. Service of any process, summons, notice or document by mail to such party’s address set forth above shall be effective service of process for any suit, action or other proceeding brought in any such court. The parties irrevocably and unconditionally waive any objection to the laying of venue of any suit, action or other proceeding in the Specified Courts and irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such suit, action or other proceeding brought in any such court has been brought in an inconvenient forum.

Consent to Jurisdiction; Waiver of Immunity. Any Each of the Transaction Entities and the Agent agree that any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby (“Related Proceedings”) shall be instituted in (i) the federal courts of the United States of America located in the City and County of New York, Borough of Manhattan or (ii) the courts of the State of New York located in the City and County of New York, Borough of Manhattan (collectively, the “Specified Courts”), and each party irrevocably submits submit to the exclusive jurisdiction (except for proceedings instituted in regard to the enforcement of a judgment of any such court Specified Court (a “Related Judgment”), as to which such jurisdiction is non-exclusive) of such courts the Specified Courts in any such suit, action or proceeding. Service of any process, summons, notice or document by mail to such a party’s address set forth above in Section 11 hereof shall be effective service of process upon such party for any suit, action or other proceeding brought in any such courtSpecified Court. The parties Each of the Transaction Entities and the Agent irrevocably and unconditionally waive any objection to the laying of venue of any suit, action or other proceeding in the Specified Courts and irrevocably and unconditionally waive and agree not to plead or claim in any such court Specified Court that any such suit, action or other proceeding brought in any such court Specified Court has been brought in an inconvenient forum.

Consent to Jurisdiction; Waiver of Immunity. Any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby (“Related Proceedings”) shall may be instituted in (i) the federal courts of the United States of America located in the City and County of New York, Borough of Manhattan Manhattan, or (ii) the courts of the State of New York York, in each case located in the City and County of New York, Borough of Manhattan (collectively, the “Specified Courts”), and each party irrevocably submits to the exclusive jurisdiction (except for proceedings instituted in regard to the enforcement of a judgment of any such court (a “Related Judgment”), as to which such jurisdiction is non-exclusive) of such courts in any such suit, action or proceeding. Service of any process, summons, notice or document by mail to such party’s address set forth above shall be effective service of process for any suit, action or other proceeding brought in any such court. The parties irrevocably and unconditionally waive any objection to the laying of venue of any suit, action or other proceeding in the Specified Courts and irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such suit, action or other proceeding brought in any such court has been brought in an inconvenient forum.

Consent to Jurisdiction; Waiver of Immunity. Any Each of the Company and the Agent agrees that any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby (“Related Proceedings”) shall be instituted in (i) the federal courts of the United States of America located in the City and County of New York, Borough of Manhattan or (ii) the courts of the State of New York located in the City and County of New York, Borough of Manhattan (collectively, the “Specified Courts”), and each party irrevocably submits to the exclusive jurisdiction (except for proceedings instituted in regard to the enforcement of a judgment of any such court Specified Court (a “Related Judgment”), as to which such jurisdiction is non-exclusive) of such courts the Specified Courts in any such suit, action or proceeding. Service of any process, summons, notice or document by mail to such a party’s address set forth above in Section 11 hereof shall be effective service of process upon such party for any suit, action or other proceeding brought in any such courtSpecified Court. The parties Each of the Company and the Agents irrevocably and unconditionally waive waives any objection to the laying of venue of any suit, action or other proceeding in the Specified Courts and irrevocably and unconditionally waive waives and agree agrees not to plead or claim in any such court Specified Court that any such suit, action or other proceeding brought in any such court Specified Court has been brought in an inconvenient forum.

Consent to Jurisdiction; Waiver of Immunity. Any Each of the Company and the Agents agrees that any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby (“Related Proceedings”) shall be instituted in (i) the federal courts of the United States of America located in the City and County of New York, Borough of Manhattan or (ii) the courts of the State of New York located in the City and County of New York, Borough of Manhattan (collectively, the “Specified Courts”), and each party irrevocably submits to the exclusive jurisdiction (except for proceedings instituted in regard to the enforcement of a judgment of any such court Specified Court (a “Related Judgment”), as to which such jurisdiction is non-exclusive) of such courts the Specified Courts in any such suit, action or proceeding. Service of any process, summons, notice or document by mail to such a party’s address set forth above in Section 11 hereof shall be effective service of process upon such party for any suit, action or other proceeding brought in any such courtSpecified Court. The parties Each of the Company and the Agents irrevocably and unconditionally waive waives any objection to the laying of venue of any suit, action or other proceeding in the Specified Courts and irrevocably and unconditionally waive waives and agree agrees not to plead or claim in any such court Specified Court that any such suit, action or other proceeding brought in any such court Specified Court has been brought in an inconvenient forum.

Consent to Jurisdiction; Waiver of Immunity. Any Each of the Company and the Agent agrees that any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby (“Related Proceedings”) shall be instituted in (i) the federal courts of the United States of America located in the City and County of New York, Borough of Manhattan or (ii) the courts of the State of New York located in the City and County of New York, Borough of Manhattan (collectively, the “Specified Courts”), and each party irrevocably submits to the exclusive jurisdiction (except for proceedings instituted in regard to the enforcement of a judgment of any such court Specified Court (a “Related Judgment”), as to which such jurisdiction is non-exclusive) of such courts the Specified Courts in any such suit, action or proceeding. Service of any process, summons, notice or document by mail to such a party’s address set forth above in Section 11 hereof shall be effective service of process upon such party for any suit, action or other proceeding brought in any such courtSpecified Court. The parties Each of the Company and the Agent irrevocably and unconditionally waive waives any objection to the laying of venue of any suit, action or other proceeding in the Specified Courts and irrevocably and unconditionally waive waives and agree agrees not to plead or claim in any such court Specified Court that any such suit, action or other proceeding brought in any such court Specified Court has been brought in an inconvenient forum.

Consent to Jurisdiction; Waiver of Immunity. Any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby (“Related Proceedings”) shall be instituted in (i) the federal courts of the United States of America located in the City and County of New York, Borough of Manhattan or (ii) the courts of the State of New York located in the City and County of New York, Borough of Manhattan (collectively, the “Specified Courts”), and each party irrevocably submits to the exclusive jurisdiction (except for proceedings instituted in regard to the enforcement of a judgment of any such court (a “Related Judgment”)Specified Court, as to which such jurisdiction is non-exclusive) of such courts the Specified Courts in any such suit, action or proceeding. Service of any process, summons, notice or document by mail to such party’s address set forth above shall be effective service of process for any suit, action or other proceeding brought in any such courtSpecified Court. The Each of the parties irrevocably and unconditionally waive waives any objection to the laying of venue of any suit, action or other proceeding in the Specified Courts and irrevocably and unconditionally waive waives and agree agrees not to plead or claim in any such court Specified Court that any such suit, action or other proceeding brought in any such court Specified Court has been brought in an inconvenient forum.

Consent to Jurisdiction; Waiver of Immunity. Any Each of the Company, the Manager and the Agents agrees that any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby (“Related Proceedings”) shall be instituted in (i) the federal courts of the United States of America located in the City and County of New York, Borough of Manhattan or (ii) the courts of the State of New York located in the City and County of New York, Borough of Manhattan (collectively, the “Specified Courts”), and each party irrevocably submits to the exclusive jurisdiction (except for proceedings instituted in regard to the enforcement of a judgment of any such court (a “Related Judgment”)Specified Court, as to which such jurisdiction is non-exclusive) of such courts the Specified Courts in any such suit, action or proceeding. Service of any process, summons, notice or document by mail to such a party’s address set forth above in Section 10 hereof shall be effective service of process upon such party for any suit, action or other proceeding brought in any such courtSpecified Court. The parties Each of the Company, the Manager and the Agents irrevocably and unconditionally waive waives any objection to the laying of venue of any suit, action or other proceeding in the Specified Courts and irrevocably and unconditionally waive waives and agree agrees not to plead or claim in any such court Specified Court that any such suit, action or other proceeding brought in any such court Specified Court has been brought in an inconvenient forum.

Consent to Jurisdiction; Waiver of Immunity. Any Each of the Transaction Entities and the Agents agrees that any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby (“Related Proceedings”) shall be instituted in (i) the federal courts of the United States of America located in the City and County of New York, Borough of Manhattan or (ii) the courts of the State of New York located in the City and County of New York, Borough of Manhattan (collectively, the “Specified Courts”), and each party irrevocably submits to the exclusive jurisdiction (except for proceedings instituted in regard to the enforcement of a judgment of any such court Specified Court (a “Related Judgment”), as to which such jurisdiction is non-exclusive) of such courts the Specified Courts in any such suit, action or proceeding. Service of any process, summons, notice or document by mail to such party’s address set forth above in Section 10 hereof shall be effective service of process upon such party for any suit, action or other proceeding brought in any such courtSpecified Court. The parties Each of the Transaction Entities and the Agents irrevocably and unconditionally waive waives any objection to the laying of venue of any suit, action or other proceeding in the Specified Courts and irrevocably and unconditionally waive waives and agree agrees not to plead or claim in any such court Specified Court that any such suit, action or other proceeding brought in any such court Specified Court has been brought in an inconvenient forum.

Consent to Jurisdiction; Waiver of Immunity. Any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby (“Related Proceedings”) shall be instituted in (i) the federal courts of the United States of America located in the City and County of New York, Borough of Manhattan or (ii) the courts of the State of New York located in the City and County of New York, Borough of Manhattan (collectively, the “Specified Courts”), and each party irrevocably submits to the exclusive jurisdiction (except for proceedings instituted in regard to the enforcement of a judgment of any such court (a “Related Judgment”)court, as to which such jurisdiction is non-exclusive) of such courts the Specified Courts in any such suit, action or proceedingRelated Proceedings. Service of any process, summons, notice or document by mail to such party’s address set forth above shall be effective service of process for any suit, action or other proceeding Related Proceeding brought in any such courtSpecified Court. The parties irrevocably and unconditionally waive any objection to the laying of venue of any suit, action or other proceeding Related Proceeding in the Specified Courts and irrevocably and unconditionally waive and agree not to plead or claim in any such court Specified Court that any such suit, action or other proceeding Related Proceeding brought in any such court has been brought in an inconvenient forum.

Consent to Jurisdiction; Waiver of Immunity. Any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby (“"Related Proceedings”") shall be instituted in (i) the federal courts of the United States of America located in the City and County of New York, Borough of Manhattan or (ii) the courts of the State of New York located in the City and County of New York, Borough of Manhattan (collectively, the “"Specified Courts”"), and each party irrevocably submits to the exclusive jurisdiction (except for proceedings instituted in regard to the enforcement of a judgment of any such court (a “"Related Judgment”"), as to which such jurisdiction is non-exclusive) of such courts in any such suit, action or proceeding. Service of any process, summons, notice or document by mail to such party’s 's address set forth above shall be effective service of process for any suit, action or other proceeding brought in any such court. The parties irrevocably and unconditionally waive any objection to the laying of venue of any suit, action or other proceeding in the Specified Courts and irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such suit, action or other proceeding brought in any such court has been brought in an inconvenient forum.

Consent to Jurisdiction; Waiver of Immunity. Any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby (“Related Proceedings”) shall be instituted in (i) the federal courts of the United States of America located in the City and County of New York, Borough of Manhattan or (ii) the courts of the State of New York located in the City and County of New York, Borough of Manhattan (collectively, the “Specified Courts”), and each party irrevocably submits to the exclusive jurisdiction (except for proceedings instituted in regard to the enforcement of a judgment of any such court (a “Related Judgment”), as to which such jurisdiction is non-non- exclusive) of such courts in any such suit, action or proceeding. Service of any process, summons, notice or document by mail to such party’s address set forth above shall be effective service of process for any suit, action or other proceeding brought in any such court. The parties irrevocably and unconditionally waive any objection to the laying of venue of any suit, action or other proceeding in the Specified Courts and irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such suit, action or other proceeding brought in any such court has been brought in an inconvenient forum.

Consent to Jurisdiction; Waiver of Immunity. Any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby (“Related Proceedings”) shall be instituted in (i) the federal courts of the United States of America located in the City and County of New York, Borough of Manhattan Manhattan, or (ii) the courts of the State of New York located in the City and County of New York, Borough of Manhattan (collectively, the “Specified Courts”), and each party irrevocably submits to the exclusive jurisdiction (except for proceedings instituted in regard to the enforcement of a judgment of any such court (a “Related Judgment”)court, as to which such jurisdiction is non-exclusive) of such courts in any such suit, action or proceeding. Service of any process, summons, notice or document by mail to such party’s address set forth above shall be effective service of process for any suit, action or other proceeding brought in any such court. The parties irrevocably and unconditionally waive any objection to the laying of venue of any suit, action or other proceeding in the Specified Courts and irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such suit, action or other proceeding brought in any such court has been brought in an inconvenient forum.

Consent to Jurisdiction; Waiver of Immunity. Any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby (“Related Proceedings”) shall be instituted in (ia) the federal courts of the United States of America located in the City and County of New York, Borough of Manhattan or (iib) the courts of the State of New York located in the City and County of New York, Borough of Manhattan (collectively, the “Specified Courts”), and each party irrevocably submits to the exclusive jurisdiction (except for proceedings instituted in regard to the enforcement of a judgment of any such court (a “Related Judgment”)court, as to which such jurisdiction is non-exclusive) of such courts in any such suit, action or proceeding. Service of any process, summons, notice or document by mail to such party’s address set forth above shall be effective service of process for any suit, action or other proceeding brought in any such court. The parties irrevocably and unconditionally waive any objection to the laying of venue of any suit, action or other proceeding in the Specified Courts and irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such suit, action or other proceeding brought in any such court has been brought in an inconvenient forum.

Consent to Jurisdiction; Waiver of Immunity. Any Each of the Company, the Operating Partnership and the Agents agrees that any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby (“Related Proceedings”) shall be instituted in (i) the federal courts U.S. District Court for the Southern District of the United States of America New York or, if that court does not have subject matter jurisdiction, in any state court located in the The City and County of New York, Borough of Manhattan or (ii) the courts of the State of New York located in the City and County of New York, Borough of Manhattan (collectively, the “Specified Courts”), and each party irrevocably submits to the exclusive jurisdiction (except for proceedings instituted in regard to the enforcement of a judgment of any such court (a “Related Judgment”)Specified Court, as to which such jurisdiction is non-exclusive) of such courts the Specified Courts in any such suit, action or proceeding. Service of any process, summons, notice or document by mail to such a party’s address set forth above in Section 10 hereof shall be effective service of process upon such party for any suit, action or other proceeding brought in any such courtSpecified Court. The parties Each of the Company, the Operating Partnership and the Agents irrevocably and unconditionally waive waives any objection to the laying of venue of any suit, action or other proceeding in the Specified Courts and irrevocably and unconditionally waive waives and agree agrees not to plead or claim in any such court Specified Court that any such suit, action or other proceeding brought in any such court Specified Court has been brought in an inconvenient forum.

Consent to Jurisdiction; Waiver of Immunity. Any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby (“Related Proceedings”) shall be instituted in (i) the federal courts of the United States of America located in the City and County of New York, Borough of Manhattan or (ii) the courts of the State of New York located in the City and County of New York, Borough of Manhattan (collectively, the “Specified Courts”), and each party irrevocably submits to the exclusive jurisdiction (except for proceedings instituted in regard to the enforcement of a judgment of any such court (a “Related Judgment”)court, as to which such jurisdiction is non-exclusive) of such courts in any such suit, action or proceeding. Service of any process, summons, notice or document by mail to such party’s address set forth above shall be effective service of process for any suit, action or other proceeding brought in any such court. The parties irrevocably and unconditionally waive any objection to the laying of venue of any suit, action or other proceeding in the Specified Courts and irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such suit, action or other proceeding brought in any such court has been brought in an inconvenient forum.

Consent to Jurisdiction; Waiver of Immunity. Any Each of the Company and the Agent agrees that any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby (“Related Proceedings”) shall be instituted in (i) the federal courts of the United States of America located in the City and County of New York, Borough of Manhattan or (ii) the courts of the State of New York located in the City and County of New York, Borough of Manhattan (collectively, the “Specified Courts”), and each party irrevocably submits to the exclusive jurisdiction (except for proceedings instituted in regard to the enforcement of a judgment of any such court (a “Related Judgment”)Specified Court, as to which such jurisdiction is non-exclusive) of such courts the Specified Courts in any such suit, action or proceeding. Service of any process, summons, notice or document by mail to such a party’s address set forth above in Section 11 hereof shall be effective service of process upon such party for any suit, action or other proceeding brought in any such courtSpecified Court. The parties Each of the Company and the Agent irrevocably and unconditionally waive waives any objection to the laying of venue of any suit, action or other proceeding in the Specified Courts and irrevocably and unconditionally waive waives and agree agrees not to plead or claim in any such court Specified Court that any such suit, action or other proceeding brought in any such court Specified Court has been brought in an inconvenient forum.

Consent to Jurisdiction; Waiver of Immunity. Any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby (“Related Proceedings”) shall be instituted in (ia) the federal courts of the United States of America located in the City and County of New York, Borough of Manhattan or (iib) the courts of the State of New York located in the City and County of New York, Borough of Manhattan (collectively, the “Specified Courts”), and each party irrevocably submits to the exclusive jurisdiction (except for proceedings instituted in regard to the enforcement of a judgment of any such court (a “Related Judgment”), as to which such jurisdiction is non-exclusive) of such courts in any such suit, action or proceeding. Service of any process, summons, notice or document by mail to such party’s address set forth above shall be effective service of process for any suit, action or other proceeding brought in any such court. The parties irrevocably and unconditionally waive any objection to the laying of venue of any suit, action or other proceeding in the Specified Courts and irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such suit, action or other proceeding brought in any such court has been brought in an inconvenient forum.

Consent to Jurisdiction; Waiver of Immunity. Any Each of the Partnership and the Agent agrees that any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby (“Related Proceedings”) shall be instituted in (i) the federal courts of the United States of America located in the City and County of New York, Borough of Manhattan or (ii) the courts of the State of New York located in the City and County of New York, Borough of Manhattan (collectively, the “Specified Courts”), and each party irrevocably submits to the exclusive jurisdiction (except for proceedings instituted in regard to the enforcement of a judgment of any such court Specified Court (a “Related Judgment”), as to which such jurisdiction is non-exclusive) of such courts the Specified Courts in any such suit, action or proceeding. Service of any process, summons, notice or document by mail to such a party’s address set forth above in Section 11 hereof shall be effective service of process upon such party for any suit, action or other proceeding brought in any such courtSpecified Court. The parties Each of the Partnership and the Agents irrevocably and unconditionally waive waives any objection to the laying of venue of any suit, action or other proceeding in the Specified Courts and irrevocably and unconditionally waive waives and agree agrees not to plead or claim in any such court Specified Court that any such suit, action or other proceeding brought in any such court Specified Court has been brought in an inconvenient forum.

Consent to Jurisdiction; Waiver of Immunity. Any Each of the Company, the Operating Partnership, the Forward Purchasers and the Agents agrees that any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby (“Related Proceedings”) shall be instituted in (i) the federal courts U.S. District Court for the Southern District of the United States of America New York or, if that court does not have subject matter jurisdiction, in any state court located in the The City and County of New York, Borough of Manhattan or (ii) the courts of the State of New York located in the City and County of New York, Borough of Manhattan (collectively, the “Specified Courts”), and each party irrevocably submits to the exclusive jurisdiction (except for proceedings instituted in regard to the enforcement of a judgment of any such court (a “Related Judgment”)Specified Court, as to which such jurisdiction is non-exclusive) of such courts the Specified Courts in any such suit, action or proceeding. Service of any process, summons, notice or document by mail to such a party’s address set forth above in Section 10 hereof shall be effective service of process upon such party for any suit, action or other proceeding brought in any such courtSpecified Court. The parties Each of the Company, the Operating Partnership, the Forward Purchasers and the Agents irrevocably and unconditionally waive waives any objection to the laying of venue of any suit, action or other proceeding in the Specified Courts and irrevocably and unconditionally waive waives and agree agrees not to plead or claim in any such court Specified Court that any such suit, action or other proceeding brought in any such court Specified Court has been brought in an inconvenient forum.

Consent to Jurisdiction; Waiver of Immunity. Any Each of the Company and the Dealer Manager agree that any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby (“Related Proceedings”) shall be instituted in (ia) the federal courts of the United States of America located in the City and County of New York, Borough of Manhattan or (iib) the courts of the State of New York located in the City and County of New York, Borough of Manhattan (collectively, the “Specified Courts”), and each party irrevocably submits submit to the exclusive jurisdiction (except for proceedings instituted in regard to the enforcement of a judgment of any such court (a “Related Judgment”)Specified Court, as to which such jurisdiction is non-exclusive) of such courts the Specified Courts in any such suit, action or proceeding. Service of any process, summons, notice or document by mail to such a party’s address set forth above in Section 12 hereof shall be effective service of process upon such party for any suit, action or other proceeding brought in any such courtSpecified Court. The parties Each of the Company and the Dealer Manager irrevocably and unconditionally waive waives any objection to the laying of venue of any suit, action or other proceeding in the Specified Courts and irrevocably and unconditionally waive and agree not to plead or claim in any such court Specified Court that any such suit, action or other proceeding brought in any such court Specified Court has been brought in an inconvenient forum.

Consent to Jurisdiction; Waiver of Immunity. Any The Company and each Agent agree that any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby (“Related Proceedings”) shall be instituted in (ia) the federal courts of the United States of America located in the City and County of New York, Borough of Manhattan or (iib) the courts of the State of New York located in the City and County of New York, Borough of Manhattan (collectively, the “Specified Courts”), and each party irrevocably submits to the exclusive jurisdiction (except for proceedings instituted in regard to the enforcement of a judgment of any such court (a “Related Judgment”)Specified Court, as to which such jurisdiction is non-exclusive) of such courts the Specified Courts in any such suit, action or proceeding. Service of any process, summons, notice or document by mail to such a party’s address set forth above in Section 10 hereof shall be effective service of process upon such party for any suit, action or other proceeding brought in any such courtSpecified Court. The parties Company and each of the Agents irrevocably and unconditionally waive waives any objection to the laying of venue of any suit, action or other proceeding in the Specified Courts and irrevocably and unconditionally waive waives and agree agrees not to plead or claim in any such court Specified Court that any such suit, action or other proceeding brought in any such court Specified Court has been brought in an inconvenient forum.

Consent to Jurisdiction; Waiver of Immunity. Any legal suit, action or proceeding between or among the Underwriter and any of the Selling Stockholders arising out of or based upon this Agreement or the transactions contemplated hereby (“Related Proceedings”) shall be instituted in (i) the federal courts of the United States of America located in the City and County of New York, Borough of Manhattan or (ii) the courts of the State of New York located in the City and County of New York, Borough of Manhattan (collectively, the “Specified Courts”), and the Underwriter and each party of the Selling Stockholders irrevocably submits to the exclusive jurisdiction (except for proceedings instituted in regard to the enforcement of a judgment of any such court (a “Related Judgment”)court, as to which such jurisdiction is non-exclusive) of such courts in any such suit, action or proceeding. Service of any process, summons, notice or document by mail to such party’s 's address set forth above shall be effective service of process for any suit, action or other proceeding between or among the Underwriter and any of the Selling Stockholders brought in any such court. The parties Underwriter and each of the Selling Stockholders irrevocably and unconditionally waive waives any objection to the laying of venue of any suit, action or other proceeding in the Specified Courts and irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such suit, action or other proceeding brought in any such court has been brought in an inconvenient forum.

Consent to Jurisdiction; Waiver of Immunity. Any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby (“Related Proceedings”) shall be instituted in (i) the federal courts of the United States of America located in the City and County of New York, Borough of Manhattan Manhattan, or (ii) the courts of the State of New York located in the City and County of New York, Borough of Manhattan (collectively, the “Specified Courts”), and each party irrevocably submits to the exclusive jurisdiction (except for proceedings instituted in regard to the enforcement of a judgment of any such court (a “Related Judgment”), as to which such jurisdiction is non-exclusive) of such courts in any such suit, action or proceeding. Service of any process, summons, notice or document by mail to such party’s address set forth above shall be effective service of process for any suit, action or other proceeding brought in any such court. The parties irrevocably and unconditionally waive any objection to the laying of venue of any suit, action or other proceeding in the Specified Courts and irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such suit, action or other proceeding brought in any such court has been brought in an inconvenient forum.

Consent to Jurisdiction; Waiver of Immunity. Any Each of the Company and the Agent agrees that any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby (“Related Proceedings”) shall be instituted in (i) the federal courts of the United States of America located in the City and County of New York, Borough of Manhattan or (ii) the courts of the State of New York located in the City and County of New York, Borough of Manhattan (collectively, the “Specified Courts”), and each party irrevocably submits to the exclusive jurisdiction (except for proceedings instituted in regard to the enforcement of a judgment of any such court (a “Related Judgment”)Specified Court, as to which such jurisdiction is non-exclusive) of such courts the Specified Courts in any such suit, action or proceeding. Service of any process, summons, notice or document by mail to such party’s address set forth above in Section 10 hereof shall be effective service of process upon such party for any suit, action or other proceeding brought in any such courtSpecified Court. The parties Each of the Company and the Agent irrevocably and unconditionally waive waives any objection to the laying of venue of any suit, action or other proceeding in the Specified Courts and irrevocably and unconditionally waive waives and agree agrees not to plead or claim in any such court Specified Court that any such suit, action or other proceeding brought in any such court Specified Court has been brought in an inconvenient forum.

Consent to Jurisdiction; Waiver of Immunity. Any Each of the Company and the Underwriters agree that any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby (“Related Proceedings”) shall be instituted in (i) the federal courts of the United States of America located in the City and County of New York, Borough of Manhattan or (ii) the courts of the State of New York located in the City and County of New York, Borough of Manhattan (collectively, the “Specified Courts”), and each party irrevocably submits to the exclusive jurisdiction (except for proceedings instituted in regard to the enforcement of a judgment of any such court Specified Court (a “Related Judgment”), as to which such jurisdiction is non-exclusive) of such courts the Specified Courts in any such suit, action or proceeding. Service of any process, summons, notice or document by mail to such a party’s address set forth above in Section 12 hereof shall be effective service of process upon such party for any suit, action or other proceeding brought in any such courtSpecified Court. The parties Each of the Company and the Underwriters irrevocably and unconditionally waive waives any objection to the laying of venue of any suit, action or other proceeding in the Specified Courts and irrevocably and unconditionally waive waives and agree agrees not to plead or claim in any such court Specified Court that any such suit, action or other proceeding brought in any such court Specified Court has been brought in an inconvenient forum.

Consent to Jurisdiction; Waiver of Immunity. Any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby (“Related Proceedings”) shall be instituted in (i) the federal courts of the United States of America located in the City and County of New York, Borough of Manhattan or (ii) the courts of the State of New York located in the City and County of New York, Borough of Manhattan (collectively, the “Specified Courts”), and each party irrevocably submits to the exclusive jurisdiction (except for proceedings instituted in regard to the enforcement of a judgment of any such court (a “Related Judgment”)court, as to which such jurisdiction is non-non- exclusive) of such courts in any such suit, action or proceeding. Service of any process, summons, notice or document by mail to such party’s address set forth above shall be effective service of process for any suit, action or other proceeding brought in any such court. The parties irrevocably and unconditionally waive any objection to the laying of venue of any suit, action or other proceeding in the Specified Courts and irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such suit, action or other proceeding brought in any such court has been brought in an inconvenient forum.

Consent to Jurisdiction; Waiver of Immunity. Any Each of the Company and the Manager and the Representatives agree that any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby (“Related Proceedings”) shall be instituted in (i) the federal courts of the United States of America located in the City and County of New York, Borough of Manhattan or (ii) the courts of the State of New York located in the City and County of New York, Borough of Manhattan (collectively, the “Specified Courts”), and each party irrevocably submits submit to the exclusive jurisdiction (except for proceedings instituted in regard to the enforcement of a judgment of any such court Specified Court (a “Related Judgment”), as to which such jurisdiction is non-exclusive) of such courts the Specified Courts in any such suit, action or proceeding. Service of any process, summons, notice or document by mail to such a party’s address set forth above in Section 11 hereof shall be effective service of process upon such party for any suit, action or other proceeding brought in any such courtSpecified Court. The parties Each of the Company and the Manager and the Representatives irrevocably and unconditionally waive any objection to the laying of venue of any suit, action or other proceeding in the Specified Courts and irrevocably and unconditionally waive and agree not to plead or claim in any such court Specified Court that any such suit, action or other proceeding brought in any such court Specified Court has been brought in an inconvenient forum.

Consent to Jurisdiction; Waiver of Immunity. Any Each of the Company and the Manager agrees that any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby (“Related Proceedings”) shall be instituted in (i) the federal courts of the United States of America located in the City and County of New York, Borough of Manhattan or (ii) the courts of the State of New York located in the City and County of New York, Borough of Manhattan (collectively, the “Specified Courts”), and each party irrevocably submits to the exclusive jurisdiction (except for proceedings instituted in regard to the enforcement of a judgment of any such court Specified Court (a “Related Judgment”), as to which such jurisdiction is non-exclusive) of such courts the Specified Courts in any such suit, action or proceeding. Service of any process, summons, notice or document by mail to such a party’s address set forth above in Section 10 shall be effective service of process upon such party for any suit, action or other proceeding brought in any such courtSpecified Court. The parties Each of the Company and the Manager irrevocably and unconditionally waive waives any objection to the laying of venue of any suit, action or other proceeding in the Specified Courts and irrevocably and unconditionally waive waives and agree agrees not to plead or claim in any such court Specified Court that any such suit, action or other proceeding brought in any such court Specified Court has been brought in an inconvenient forum.

Consent to Jurisdiction; Waiver of Immunity. Any Each of the Company and the Agents agrees that any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby (“Related Proceedings”) shall be instituted in (i) the federal courts of the United States of America located in the City and County of New York, Borough of Manhattan or (ii) the courts of the State of New York located in the City and County of New York, Borough of Manhattan (collectively, the “Specified Courts”), and each party irrevocably submits to the exclusive jurisdiction (except for proceedings instituted in regard to the enforcement of a judgment of any such court Specified Court (a “Related Judgment”), as to which such jurisdiction is non-exclusive) of such courts the Specified Courts in any such suit, action or proceeding. Service of any process, summons, notice or document by mail to such a party’s address set forth above in Section 10 hereof shall be effective service of process upon such party for any suit, action or other proceeding brought in any such courtSpecified Court. The parties Each of the Company and the Agents irrevocably and unconditionally waive waives any objection to the laying of venue of any suit, action or other proceeding in the Specified Courts and irrevocably and unconditionally waive waives and agree agrees not to plead or claim in any such court Specified Court that any such suit, action or other proceeding brought in any such court Specified Court has been brought in an inconvenient forum.

Consent to Jurisdiction; Waiver of Immunity. Any Each of the Partnership Parties and the Agents agrees that any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby (“Related Proceedings”) shall be instituted in (i) the federal courts of the United States of America located in the City and County of New York, Borough of Manhattan or (ii) the courts of the State of New York located in the City and County of New York, Borough of Manhattan (collectively, the “Specified Courts”), and each party irrevocably submits to the exclusive jurisdiction (except for proceedings instituted in regard to the enforcement of a judgment of any such court Specified Court (a “Related Judgment”), as to which such jurisdiction is non-exclusive) of such courts the Specified Courts in any such suit, action or proceeding. Service of any process, summons, notice or document by mail to such a party’s address set forth above in Section 11 hereof shall be effective service of process upon such party for any suit, action or other proceeding brought in any such courtSpecified Court. The parties Each of the Partnership Parties and the Agents irrevocably and unconditionally waive waives any objection to the laying of venue of any suit, action or other proceeding in the Specified Courts and irrevocably and unconditionally waive waives and agree agrees not to plead or claim in any such court Specified Court that any such suit, action or other proceeding brought in any such court Specified Court has been brought in an inconvenient forum.

Consent to Jurisdiction; Waiver of Immunity. Any Each of the Company and the Agents agree that any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby (“Related Proceedings”) shall be instituted in (i) the federal courts of the United States of America located in the City and County of New York, Borough of Manhattan or (ii) the courts of the State of New York located in the City and County of New York, Borough of Manhattan (collectively, the “Specified Courts”), and each party irrevocably submits to the exclusive jurisdiction (except for proceedings instituted in regard to the enforcement of a judgment of any such court (a “Related Judgment”)Specified Court, as to which such jurisdiction is non-exclusive) of such courts the Specified Courts in any such suit, action or proceeding. Service of any process, summons, notice or document by mail to such a party’s address set forth above in Section 10 hereof shall be effective service of process upon such party for any suit, action or other proceeding brought in any such courtSpecified Court. The parties Each of the Company and the Agents irrevocably and unconditionally waive waives any objection to the laying of venue of any suit, action or other proceeding in the Specified Courts and irrevocably and unconditionally waive waives and agree agrees not to plead or claim in any such court Specified Court that any such suit, action or other proceeding brought in any such court Specified Court has been brought in an inconvenient forum.

Consent to Jurisdiction; Waiver of Immunity. Any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby (“Related Proceedings”) shall be instituted in (i) the federal courts of the United States of America located in the City and County of New York, Borough of Manhattan or (ii) the courts of the State of New York located in the City and County of New York, Borough of Manhattan (collectively, the “Specified Courts”), and each party irrevocably submits to the exclusive jurisdiction (except for proceedings instituted in regard to the enforcement of a judgment of any such court (a “Related Judgment”), as to which such jurisdiction is non-exclusive) of such courts in any such suit, action or proceeding. Service of any process, summons, notice or document by mail to such party’s address set forth above shall be effective service of process for any suit, action or other proceeding brought in any such court. The parties irrevocably and unconditionally waive any objection to the laying of venue of any suit, action or other proceeding in the Specified Courts and irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such suit, action or other proceeding brought in any such court has been brought in an inconvenient forum.

Consent to Jurisdiction; Waiver of Immunity. Any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions Transactions contemplated hereby (“Related Proceedings”) shall be instituted in (i) the federal courts of the United States of America located in the City and County of New York, Borough of Manhattan or (ii) the courts of the State of New York located in the City and County of New York, Borough of Manhattan (collectively, the “Specified Courts”), and each party irrevocably submits to the exclusive jurisdiction (except for proceedings instituted in regard to the enforcement of a judgment of any such court (a “Related Judgment”)court, as to which such jurisdiction is non-exclusive) of such courts in any such suit, action or proceeding. Service of any process, summons, notice or document by mail to such party’s address set forth above shall be effective service of process for any suit, action or other proceeding brought in any such court. The parties irrevocably and unconditionally waive any objection to the laying of venue of any suit, action or other proceeding in the Specified Courts and irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such suit, action or other proceeding brought in any such court has been brought in an inconvenient forum.

Consent to Jurisdiction; Waiver of Immunity. Any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby (“Related Proceedings”including without limitation, any claims sounding in equity, statutory law, contract law or tort law arising out of the subject matter hereof) shall be instituted in (i) the federal courts of the United States of America located in the City and County of New York, Borough of Manhattan or (ii) the courts of the State of New York located in the City and County of New York, Borough of Manhattan (collectively, the “Specified Courts”), and each party irrevocably submits to the exclusive jurisdiction (except for proceedings instituted in regard to the enforcement of a judgment of any such court (a “Related Judgment”)court, as to which such jurisdiction is non-exclusive) of such courts in any such suit, action or proceeding. Service of any process, summons, notice or document by mail to such party’s address set forth above shall be effective service of process for any suit, action or other proceeding brought in any such court. The parties irrevocably and unconditionally waive any objection to the laying of venue of any suit, action or other proceeding in the Specified Courts and irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such suit, action or other proceeding brought in any such court has been brought in an inconvenient forum.

Consent to Jurisdiction; Waiver of Immunity. Any Each of the Company and the Agent agrees that any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby (“Related Proceedings”) shall be instituted in (i) the federal courts of the United States of America located in the City and County of New York, Borough of Manhattan or (ii) the courts of the State of New York located in the City and County of New York, Borough of Manhattan (collectively, the “Specified Courts”), and each party irrevocably submits to the exclusive jurisdiction (except for proceedings instituted in regard to the enforcement of a judgment of any such court (a “Related Judgment”)Specified Court, as to which such jurisdiction is non-exclusive) of such courts the Specified Courts in any such suit, action or proceeding. Service of any process, summons, notice or document by mail to such party’s address set forth above in Section 10 hereof shall be effective service of process upon such party for any suit, action or other proceeding ​ ​ brought in any such courtSpecified Court. The parties Each of the Company and the Agent irrevocably and unconditionally waive waives any objection to the laying of venue of any suit, action or other proceeding in the Specified Courts and irrevocably and unconditionally waive waives and agree agrees not to plead or claim in any such court Specified Court that any such suit, action or other proceeding brought in any such court Specified Court has been brought in an inconvenient forum.

Consent to Jurisdiction; Waiver of Immunity. Any Each of the Company and the Agents agrees that any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby (“Related Proceedings”) shall be instituted in (i) the federal courts of the United States of America located in the City and County of New York, Borough of Manhattan or (ii) the courts of the State of New York located in the City and County of New York, Borough of Manhattan (collectively, the “Specified Courts”), and each party irrevocably submits to the exclusive jurisdiction (except for proceedings instituted in regard to the enforcement of a judgment of any such court (a “Related Judgment”)Specified Court, as to which such jurisdiction is non-exclusive) of such courts the Specified Courts in any such suit, action or proceeding. Service of any process, summons, notice or document by mail to such a party’s address set forth above in Section 11 hereof shall be effective service of process upon such party for any suit, action or other proceeding brought in any such courtSpecified Court. The parties Each of the Company and the Agents irrevocably and unconditionally waive waives any objection to the laying of venue of any suit, action or other proceeding in the Specified Courts and irrevocably and unconditionally waive waives and agree agrees not to plead or claim in any such court Specified Court that any such suit, action or other proceeding brought in any such court Specified Court has been brought in an inconvenient forum.

Consent to Jurisdiction; Waiver of Immunity. Any Each of the Company and the Agent agrees that any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby (“Related Proceedings”) shall be instituted in (i) the federal courts of the United States of America located in the City and County of New York, Borough of Manhattan or (ii) the courts of the State of New York located in the City and County of New York, Borough of Manhattan (collectively, the “Specified Courts”), and each party irrevocably submits to the exclusive jurisdiction (except for proceedings instituted in regard to the enforcement of a judgment of any such court Specified Court (a “Related Judgment”), as to which such jurisdiction is non-exclusive) of such courts the Specified Courts in any such suit, action or proceeding. Service of any process, summons, notice or document by mail to such a party’s address set forth above in Section 10 hereof shall be effective service of process upon such party for any suit, action or other proceeding brought in any such courtSpecified Court. The parties Each of the Company and the Agents irrevocably and unconditionally waive waives any objection to the laying of venue of any suit, action or other proceeding in the Specified Courts and irrevocably and unconditionally waive waives and agree agrees not to plead or claim in any such court Specified Court that any such suit, action or other proceeding brought in any such court Specified Court has been brought in an inconvenient forum.

Consent to Jurisdiction; Waiver of Immunity. Any Each of the Transaction Entities and the Agents agrees that any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby (“Related Proceedings”) shall be instituted in (i) the federal courts of the United States of America located in the City and County of New York, Borough of Manhattan or (ii) the courts of the State of New York Xxxx located in the City and County of New York, Borough of Manhattan (collectively, the “Specified Courts”), and each party irrevocably submits to the exclusive jurisdiction (except for proceedings instituted in regard to the enforcement of a judgment of any such court Specified Court (a “Related Judgment”), as to which such jurisdiction is non-exclusive) of such courts the Specified Courts in any such suit, action or proceeding. Service of any process, summons, notice or document by mail to such party’s address set forth above in Section 10 hereof shall be effective service of process upon such party for any suit, action or other proceeding brought in any such courtSpecified Court. The parties Each of the Transaction Entities and the Agents irrevocably and unconditionally waive waives any objection to the laying of venue of any suit, action or other proceeding in the Specified Courts and irrevocably and unconditionally waive waives and agree agrees not to plead or claim in any such court Specified Court that any such suit, action or other proceeding brought in any such court Specified Court has been brought in an inconvenient forum.

Consent to Jurisdiction; Waiver of Immunity. Any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby (“Related Proceedings”) shall be instituted in (i) the federal courts of the United States of America located in the City and County of New York, Borough of Manhattan or (ii) the courts of the State of New York located in the City and County of New York, Borough of Manhattan (collectively, the “Specified Courts”), and each party irrevocably submits to the exclusive jurisdiction (except for proceedings instituted in regard to the enforcement of a judgment of any such court (a “Related Judgment”)court, as to which such jurisdiction is non-exclusive) of such courts in any such suit, action or proceeding. Service of any process, summons, notice or document by mail to such party’s address set forth above shall be effective service of process for any suit, action or other proceeding brought in any such court. The parties irrevocably and unconditionally waive any objection to the laying of venue of any suit, action or other proceeding in the Specified Courts and irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such suit, action or other proceeding brought in any such court has been brought in an inconvenient forum. SECTION 17.

Consent to Jurisdiction; Waiver of Immunity. Any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby (“"Related Proceedings”") shall be instituted in (i) the federal courts of the United States of America located in the City and County of New York, Borough of Manhattan or (ii) the courts of the State of New York located in the City and County of New York, Borough of Manhattan (collectively, the “"Specified Courts”"), and each party irrevocably submits to the exclusive jurisdiction (except for proceedings instituted in regard to the enforcement of a judgment of any such court (a “"Related Judgment”"), as to which such jurisdiction is non-exclusive) of such courts in any such suit, action or proceeding. Service of any process, summons, notice 763344-4-33-v0.24 - 26 - 80-40671377 or document by mail to such party’s address set forth above shall be effective service of process for any suit, action or other proceeding brought in any such court. The parties irrevocably and unconditionally waive any objection to the laying of venue of any suit, action or other proceeding in the Specified Courts and irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such suit, action or other proceeding brought in any such court has been brought in an inconvenient forum.

Consent to Jurisdiction; Waiver of Immunity. Any Each of the Company and the Agents agree that any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby (“Related Proceedings”) shall be instituted in (i) the federal courts of the United States of America located in the City and County of New York, Borough of Manhattan or (ii) the courts of the State of New York located in the City and County of New York, Borough of Manhattan (collectively, the “Specified Courts”), and each party irrevocably submits to the exclusive jurisdiction (except for proceedings instituted in regard to the enforcement of a judgment of any such court Specified Court (a “Related Judgment”), as to which such jurisdiction is non-exclusive) of such courts the Specified Courts in any such suit, action or proceeding. Service of any process, summons, notice or document by mail to such a party’s address set forth above in Section 11 hereof shall be effective service of process upon such party for any suit, action or other proceeding brought in any such courtSpecified Court. The parties Each of the Company and the Agents irrevocably and unconditionally waive waives any objection to the laying of venue of any suit, action or other proceeding in the Specified Courts and irrevocably and unconditionally waive waives and agree agrees not to plead or claim in any such court Specified Court that any such suit, action or other proceeding brought in any such court Specified Court has been brought in an inconvenient forum.

Consent to Jurisdiction; Waiver of Immunity. Any Each of the Company and the Agent, the Forward Seller and the Forward Purchaser agrees that any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby (“Related Proceedings”) shall be instituted in (i) the federal courts of the United States of America located in the City and County of New York, Borough of Manhattan or (ii) the courts of the State of New York located in the City and County of New York, Borough of Manhattan (collectively, the “Specified Courts”), and each party irrevocably submits to the exclusive jurisdiction (except for proceedings instituted in regard to the enforcement of a judgment of any such court Specified Court (a “Related Judgment”), as to which such jurisdiction is non-exclusive) of such courts the Specified Courts in any such suit, action or proceeding. Service of any process, summons, notice or document by mail to such a party’s address set forth above in Section 11 hereof shall be effective service of process upon such party for any suit, action or other proceeding brought in any such courtSpecified Court. The parties Each of the Company and the Agents, the Forward Sellers and the Forward Purchasers irrevocably and unconditionally waive waives any objection to the laying of venue of any suit, action or other proceeding in the Specified Courts and irrevocably and unconditionally waive waives and agree agrees not to plead or claim in any such court Specified Court that any such suit, action or other proceeding brought in any such court Specified Court has been brought in an inconvenient forum.

Consent to Jurisdiction; Waiver of Immunity. Any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby (“Related Proceedings”) shall be instituted in (i) the federal courts of the United States of America located in the City and County of New York, Borough of Manhattan or (ii) the courts of the State of New York located in the City and County of New York, Borough of Manhattan (collectively, the “Specified Courts”), and each party irrevocably submits to the exclusive jurisdiction (except for proceedings instituted in regard to the enforcement of a judgment of any such court (a “Related Judgment”), as to which such jurisdiction is non-exclusive) of such courts in any such suit, action or proceeding. Service of any process, summons, notice or document by mail to such party’s address set forth above shall be effective service of process for any suit, action or other proceeding brought in any such court. The parties irrevocably and unconditionally waive any objection to the laying of venue of any suit, action or other proceeding in the Specified Courts and irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such suit, action or other proceeding brought in any such court has been brought in an inconvenient forum.. ​

Consent to Jurisdiction; Waiver of Immunity. Any Each of the Transaction Entities and the Agents agree that any legal suit, action or proceeding arising out of or based upon this Agreement Amendment or the transactions contemplated hereby (“Related Proceedings”) shall be instituted in (i) the federal courts of the United States of America located in the City and County of New York, Borough of Manhattan or (ii) the courts of the State of New York located in the City and County of New York, Borough of Manhattan (collectively, the “Specified Courts”), and each party irrevocably submits submit to the exclusive jurisdiction (except for proceedings instituted in regard to the enforcement of a judgment of any such court (a “Related Judgment”)Specified Court, as to which such jurisdiction is non-exclusive) of such courts the Specified Courts in any such suit, action or proceeding. Service of any process, summons, notice or document by mail to such a party’s address set forth above in Section 10 of the Agreement shall be effective service of process upon such party for any suit, action or other proceeding brought in any such courtSpecified Court. The parties Each of the Transaction Entities and the Agents irrevocably and unconditionally waive any objection to the laying of venue of any suit, action or other proceeding in the Specified Courts and irrevocably and unconditionally waive and agree not to plead or claim in any such court Specified Court that any such suit, action or other proceeding brought in any such court Specified Court has been brought in an inconvenient forum.

Consent to Jurisdiction; Waiver of Immunity. Any Each of the Company and the Agents agrees that any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby (“Related Proceedings”) shall be instituted in (i) the federal courts of the United States of America located in the City and County of New York, Borough of Manhattan or (ii) the courts of the State of New York located in the City and County of New York, Borough of Manhattan (collectively, the “Specified Courts”), and each party irrevocably submits to the exclusive jurisdiction (except for proceedings instituted in regard to the enforcement of a judgment of any such court (a “Related Judgment”)Specified Court, as to which such jurisdiction is non-exclusive) of such courts the Specified Courts in any such suit, action or proceeding. Service of any process, summons, notice or document by mail to such a party’s address set forth above in Section 10 hereof shall be effective service of process upon such party for any suit, action or other proceeding brought in any such courtSpecified Court. The parties Each of the Company and the Agents irrevocably and unconditionally waive waives any objection to the laying of venue of any suit, action or other proceeding in the Specified Courts and irrevocably and unconditionally waive waives and agree agrees not to plead or claim in any such court Specified Court that any such suit, action or other proceeding brought in any such court Specified Court has been brought in an inconvenient forum.

Consent to Jurisdiction; Waiver of Immunity. Any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby (“Related Proceedings”) shall be instituted in (i) the federal courts of the United States of America located in the City and County of New York, Borough of Manhattan or (ii) the courts of the State of New York located in the City and County of New York, Borough of Manhattan (collectively, the “Specified Courts”), and each party irrevocably submits to the exclusive jurisdiction (except for proceedings instituted in regard to the enforcement of a EXECUTION VERSION judgment of any such court (a “Related Judgment”)court, as to which such jurisdiction is non-exclusive) of such courts in any such suit, action or proceeding. Service of any process, summons, notice or document by mail to such party’s address set forth above shall be effective service of process for any suit, action or other proceeding brought in any such court. The parties irrevocably and unconditionally waive any objection to the laying of venue of any suit, action or other proceeding in the Specified Courts and irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such suit, action or other proceeding brought in any such court has been brought in an inconvenient forum.

Consent to Jurisdiction; Waiver of Immunity. Any Each of the Company and the Agents agrees that any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby (“Related Proceedings”) shall be instituted in (i) the federal courts of the United States of America located in the City and County of New York, Borough of Manhattan or (ii) the courts of the State of New ACTIVEUS 188100567v.8 York located in the City and County of New York, Borough of Manhattan (collectively, the “Specified Courts”), and each party irrevocably submits to the exclusive jurisdiction (except for proceedings instituted in regard to the enforcement of a judgment of any such court Specified Court (a “Related Judgment”), as to which such jurisdiction is non-exclusive) of such courts the Specified Courts in any such suit, action or proceeding. Service of any process, summons, notice or document by mail to such a party’s address set forth above in Section 11 hereof shall be effective service of process upon such party for any suit, action or other proceeding brought in any such courtSpecified Court. The parties Each of the Company and the Agents irrevocably and unconditionally waive waives any objection to the laying of venue of any suit, action or other proceeding in the Specified Courts and irrevocably and unconditionally waive waives and agree agrees not to plead or claim in any such court Specified Court that any such suit, action or other proceeding brought in any such court Specified Court has been brought in an inconvenient forum.

Consent to Jurisdiction; Waiver of Immunity. Any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby (“Related Proceedings”) shall be instituted in (i) the federal courts of the United States of America located in the City and County of New York, Borough of Manhattan or (ii) the courts of the State of New York located in the City and County of New York, Borough of Manhattan (collectively, the “Specified Courts”), and each party irrevocably submits to the exclusive jurisdiction (except for proceedings instituted in regard to the enforcement of a judgment of any such court (a “Related Judgment”), as to which such jurisdiction is non-exclusive) of such courts in any such suit, action or proceeding. Service of any process, summons, notice or document by mail to such party’s address set forth above shall be effective service of process for any suit, action or other proceeding brought in any such court. The parties irrevocably and unconditionally waive any objection to the laying of venue of any suit, action or other proceeding in the Specified Courts and irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such suit, action or other proceeding brought in any such court has been brought in an inconvenient forum.

Consent to Jurisdiction; Waiver of Immunity. Any Each of the Company and the Agents agrees that any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby (“Related Proceedings”) shall be instituted in (i) the federal courts U.S. District Court for the Southern District of the United States of America New York or, if that court does not have subject matter jurisdiction, in any state court located in the The City and County of New York, Borough of Manhattan or (ii) the courts of the State of New York located in the City and County of New York, Borough of Manhattan (collectively, the “Specified Courts”), and each party irrevocably submits to the exclusive jurisdiction (except for proceedings instituted in regard to the enforcement of a judgment of any such court (a “Related Judgment”)Specified Court, as to which such jurisdiction is non-exclusive) of such courts the Specified Courts in any such suit, action or proceeding. Service of any process, summons, notice or document by mail to such a party’s address set forth above in Section 10 hereof shall be effective service of process upon such party for any suit, action or other proceeding brought in any such courtSpecified Court. The parties Each of the Company and the Agents irrevocably and unconditionally waive waives any objection to the laying of venue of any suit, action or other proceeding in the Specified Courts and irrevocably and unconditionally waive waives and agree agrees not to plead or claim in any such court Specified Court that any such suit, action or other proceeding brought in any such court Specified Court has been brought in an inconvenient forum.

Consent to Jurisdiction; Waiver of Immunity. Any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby (“Related Proceedings”) shall be instituted in (i) the federal courts of the United States of America located in the City and County of New York, Borough of Manhattan or (ii) the courts of the State of New York located in the City and County of New York, Borough of Manhattan (collectively, the “Specified Courts”), and each party irrevocably submits to the exclusive jurisdiction (except for proceedings instituted in regard to the enforcement of a judgment of any 41 such court (a “Related Judgment”), as to which such jurisdiction is non-exclusive) of such courts in any such suit, action or proceeding. Service of any process, summons, notice or document by mail to such party’s address set forth above shall be effective service of process for any suit, action or other proceeding brought in any such court. The parties irrevocably and unconditionally waive any objection to the laying of venue of any suit, action or other proceeding in the Specified Courts and irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such suit, action or other proceeding brought in any such court has been brought in an inconvenient forum.

Consent to Jurisdiction; Waiver of Immunity. Any Each of the Company, the Manager and the Agent agrees that any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby (“Related Proceedings”) shall be instituted in (i) the federal courts of the United States of America located in the City and County of New York, Borough of Manhattan or (ii) the courts of the State of New York located in the City and County of New York, Borough of Manhattan (collectively, the “Specified Courts”), and each party irrevocably submits to the exclusive jurisdiction (except for proceedings instituted in regard to the enforcement of a judgment of any such court Specified Court (a “Related Judgment”), as to which such jurisdiction is non-exclusive) of such courts the Specified Courts in any such suit, action or proceeding. Service of any process, summons, notice or document by mail to such a party’s address set forth above in Section 11 hereof shall be effective service of process upon such party for any suit, action or other proceeding brought in any such courtSpecified Court. The parties Each of the Company, the Manager and the Agent irrevocably and unconditionally waive waives any objection to the laying of venue of any suit, action or other proceeding in the Specified Courts and irrevocably and unconditionally waive waives and agree agrees not to plead or claim in any such court Specified Court that any such suit, action or other proceeding brought in any such court Specified Court has been brought in an inconvenient forum.

Consent to Jurisdiction; Waiver of Immunity. Any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby (“Related Proceedings”) shall be instituted in (i) the federal courts of the United States of America located in the City and County of New York, Borough of Manhattan or (ii) the courts of the State of New York located in the City and County of New YorkXxx Xxxx, Borough of Manhattan Xxxxxxx xx Xxxxxxxxx (collectively, the “Specified Courts”), and each party irrevocably submits to the exclusive jurisdiction (except for proceedings instituted in regard to the enforcement of a judgment of any such court (a “Related Judgment”)court, as to which such jurisdiction is non-exclusive) of such courts in any such suit, action or proceeding. Service of any process, summons, notice or document by mail to such party’s address set forth above shall be effective service of process for any suit, action or other proceeding brought in any such court. The parties irrevocably and unconditionally waive any objection to the laying of venue of any suit, action or other proceeding in the Specified Courts and irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such suit, action or other proceeding brought in any such court has been brought in an inconvenient forum.

Consent to Jurisdiction; Waiver of Immunity. Any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby (“Related Proceedings”) shall be instituted in (i) the federal courts of the United States of America located in the City and County of New York, Borough of Manhattan Manhattan, or (ii) the courts of the State of New York located in the City and County of New York, Borough of Manhattan (collectively, the “Specified Courts”), and each party irrevocably submits to the exclusive jurisdiction (except for proceedings instituted in regard to the enforcement of a judgment of any such court (a “Related Judgment”), as to which such jurisdiction is non-exclusive) of such courts in any such suit, action or proceeding. Service of any process, summons, notice or document by mail to such party’s address set forth above shall be effective service of process for any suit, action or other proceeding brought in any such court. The parties irrevocably and unconditionally waive any objection to the laying of venue of any suit, action or other proceeding in the Specified Courts and irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such suit, action or other proceeding brought in any such court has been brought in an inconvenient forum.

Consent to Jurisdiction; Waiver of Immunity. Any Each of the Trust and the Agents agrees that any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby (“Related Proceedings”) shall be instituted in (i) the federal courts of the United States of America located in the City and County of New York, Borough of Manhattan or (ii) the courts of the State of New York located in the City and County of New York, Borough of Manhattan (collectively, the “Specified Courts”), and each party irrevocably submits to the exclusive jurisdiction (except for proceedings instituted in regard to the enforcement of a judgment of any such court Specified Court (a “Related Judgment”), as to which such jurisdiction is non-exclusive) of such courts the Specified Courts in any such suit, action or proceeding. Service of any process, summons, notice or document by mail to such party’s address set forth above in Section 11 hereof shall be effective service of process upon such party for any suit, action or other proceeding brought in any such courtSpecified Court. The parties Each of the Trust and the Agents irrevocably and unconditionally waive waives any objection to the laying of venue of any suit, action or other proceeding in the Specified Courts and irrevocably and unconditionally waive waives and agree agrees not to plead or claim in any such court Specified Court that any such suit, action or other proceeding brought in any such court Specified Court has been brought in an inconvenient forum.

Consent to Jurisdiction; Waiver of Immunity. Any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby (“Related Proceedings”) shall may be instituted in (i) the federal courts of the United States of America located in the City and County of New York, Borough of Manhattan Manhattan, or (ii) the courts of the State of New York York, in each case located in the City and County of New York, Borough of Manhattan (collectively, the “Specified Courts”), and each party irrevocably submits to the exclusive jurisdiction (except for proceedings instituted in regard to the enforcement of a judgment of any such court (a “Related Judgment”)court, as to which such jurisdiction is non-exclusive) of such courts in any such suit, action or proceeding. Service of any process, summons, notice or document by mail to such party’s address set forth above shall be effective service of process for any suit, action or other proceeding brought in any such court. The parties irrevocably and unconditionally waive any objection to the laying of venue of any suit, action or other proceeding in the Specified Courts and irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such suit, action or other proceeding brought in any such court has been brought in an inconvenient forum.

Consent to Jurisdiction; Waiver of Immunity. Any Each of the Company and the Agents agrees that any legal suit, action or proceeding arising out of or based upon this Sales Agreement or the transactions contemplated hereby (“Related Proceedings”) shall be instituted in (i) the federal courts of the United States of America located in the City and County of New York, Borough of Manhattan or (ii) the courts of the State of New York located in the City and County of New York, Borough of Manhattan (collectively, the “Specified Courts”), and each party irrevocably submits to the exclusive jurisdiction (except for proceedings instituted in regard to the enforcement of a judgment of any such court (a “Related Judgment”)Specified Court, as to which such jurisdiction is non-exclusive) of such courts the Specified Courts in any such suit, action or proceeding. Service of any process, summons, notice or document by mail to such a party’s address set forth above in Section 10 hereof shall be effective service of process upon such party for any suit, action or other proceeding brought in any such courtSpecified Court. The parties Each of the Company and the Agents irrevocably and unconditionally waive waives any objection to the laying of venue of any suit, action or other proceeding in the Specified Courts and irrevocably and unconditionally waive waives and agree agrees not to plead or claim in any such court Specified Court that any such suit, action or other proceeding brought in any such court Specified Court has been brought in an inconvenient forum.

Consent to Jurisdiction; Waiver of Immunity. Any Each of the Partnership and the Agent agrees that any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby (“Related Proceedings”) shall be instituted in (i) the federal courts of the United States of America located in the City and County of New York, Borough of Manhattan or (ii) the courts of the State of New York located in the City and County of New York, Borough of Manhattan (collectively, the “Specified Courts”), and each party irrevocably submits to the exclusive jurisdiction (except for proceedings instituted in regard to the enforcement of a judgment of any such court (a “Related Judgment”)Specified Court, as to which such jurisdiction is non-exclusive) of such courts the Specified Courts in any such suit, action or proceeding. Service of any process, summons, notice or document by mail to such a party’s address set forth above in Section 11 hereof shall be effective service of process upon such party for any suit, action or other proceeding brought in any such courtSpecified Court. The parties Each of the Partnership and the Agents irrevocably and unconditionally waive waives any objection to the laying of venue of any suit, action or other proceeding in the Specified Courts and irrevocably and unconditionally waive waives and agree agrees not to plead or claim in any such court Specified Court that any such suit, action or other proceeding brought in any such court Specified Court has been brought in an inconvenient forum.

Consent to Jurisdiction; Waiver of Immunity. Any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby (“Related Proceedings”) shall be instituted in (i) the federal courts of the United States of America located in the City and County of New York, Borough of Manhattan or (ii) the courts of the State of New York located in the City and County of New York, Borough of Manhattan (collectively, the “Specified Courts”), and each party irrevocably submits to the exclusive jurisdiction (except for proceedings instituted in regard to the enforcement of a judgment of any such court (a “Related Judgment”), as to which such jurisdiction is non-exclusive) of such courts in any such suit, action or proceeding. Service of any process, summons, notice or document by mail to such party’s address set forth above shall be effective service of process for any suit, action or other proceeding brought in any such court. The parties irrevocably and unconditionally waive any objection to the laying of venue of any suit, action or other proceeding in the Specified Courts and irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such suit, action or other proceeding brought in any such court has been brought in an inconvenient forum. TIME. TIME SHALL BE OF THE ESSENCE OF THIS AGREEMENT. EXCEPT AS OTHERWISE SET FORTH HEREIN, SPECIFIED TIMES OF DAY REFER TO NEW YORK CITY TIME.

Consent to Jurisdiction; Waiver of Immunity. Any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby (“Related Proceedings”) shall be instituted in (i) the federal courts of the United States of America located in the City and County of New York, Borough of Manhattan or (ii) the courts of the State of New York located in the City and County of New York, Borough of Manhattan (collectively, the “Specified Courts”), and each party irrevocably submits to the exclusive jurisdiction (except for proceedings instituted in regard to the enforcement of a judgment of any such court (a “Related Judgment”), as to which such jurisdiction is non-exclusive) of such courts in any such suit, action or proceeding. Service of any process, summons, notice or document by mail to such party’s address set forth above shall be effective service of process for any suit, action or other proceeding brought in any such court. The parties irrevocably and unconditionally waive any objection to the laying of venue of any suit, action or other proceeding in the Specified Courts and irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such suit, action or other proceeding brought in any such court has been brought in an inconvenient forum.

Consent to Jurisdiction; Waiver of Immunity. Any Each of the Company and the Agents agrees that any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby (“Related Proceedings”) shall be instituted in (i) the federal courts of the United States of America located in the City and County of New York, Borough of Manhattan or (ii) the courts of the State of New York located in the City and County of New York, Borough of Manhattan (collectively, the “Specified Courts”), and each party irrevocably submits to the exclusive jurisdiction (except for proceedings instituted in regard to the enforcement of a judgment of any such court Specified Court (a “Related Judgment”), as to which such jurisdiction is non-exclusive) of such courts the Specified Courts in any such suit, action or proceeding. Service of any process, summons, notice or document by mail to such a party’s address set forth above in Section 9 hereof shall be effective service of process upon such party for any suit, action or other proceeding brought in any such courtSpecified Court. The parties Each of the Company and the Agents irrevocably and unconditionally waive waives any objection to the laying of venue of any suit, action or other proceeding in the Specified Courts and irrevocably and unconditionally waive waives and agree agrees not to plead or claim in any such court Specified Court that any such suit, action or other proceeding brought in any such court Specified Court has been brought in an inconvenient forum.

Consent to Jurisdiction; Waiver of Immunity. Any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby (“Related Proceedings”) shall be instituted in (i) the federal courts of the United States of America located in the City city and County county of New York, Borough of Manhattan or (ii) the courts of the State of New York located in the City city and County county of New York, Borough of Manhattan (collectively, the “Specified Courts”), and each party irrevocably submits to the exclusive jurisdiction (except for proceedings instituted in regard to the enforcement of a judgment of any such court (a “Related Judgment”)court, as to which such jurisdiction is non-exclusive) of such courts in any such suit, action or proceeding. Service of any process, summons, notice or document by mail to such party’s address set forth above shall be effective service of process for any suit, action or other proceeding brought in any such court. The parties irrevocably and unconditionally waive any objection to the laying of venue of any suit, action or other proceeding in the Specified Courts and irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such suit, action or other proceeding brought in any such court has been brought in an inconvenient forum.

Consent to Jurisdiction; Waiver of Immunity. Any Each of the Company and the Agent agrees that any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby (“Related Proceedings”) shall be instituted in (i) the federal courts of the United States of America located in the City and County of New York, Borough of Manhattan or (ii) the courts of the State of New York located in the City and County of New York, Borough of Manhattan (collectively, the “Specified Courts”), and each party irrevocably submits to the exclusive jurisdiction (except for proceedings instituted in regard to the enforcement of a judgment of any such court (a “Related Judgment”)Specified Court, as to which such jurisdiction is non-exclusive) of such courts the Specified Courts in any such suit, action or proceeding. Service of any process, summons, notice or document by mail to such a party’s address set forth above in Section 10 hereof shall be effective service of process upon such party for any suit, action or other proceeding brought in any such courtSpecified Court. The parties Each of the Company and the Agents irrevocably and unconditionally waive waives any objection to the laying of venue of any suit, action or other proceeding in the Specified Courts and irrevocably and unconditionally waive waives and agree agrees not to plead or claim in any such court Specified Court that any such suit, action or other proceeding brought in any such court Specified Court has been brought in an inconvenient forum.

Consent to Jurisdiction; Waiver of Immunity. Any Each of the Company and each Agent agrees that any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby (“Related Proceedings”) shall be instituted in (ia) the federal courts of the United States of America located in the City and County of New York, Borough of Manhattan or (iib) the courts of the State of New York located in the City and County of New York, Borough of Manhattan (collectively, the “Specified Courts”), and each party irrevocably submits to the exclusive jurisdiction (except for proceedings instituted in regard to of the enforcement of a judgment of any such court (a “Related Judgment”), as to which such jurisdiction is non-exclusive) of such courts Specified Courts in any such suit, action or proceeding. Service of any process, summons, notice or document by mail to such a party’s address set forth above in Section 10 hereof shall be effective service of process upon such party for any suit, action or other proceeding brought in any such courtSpecified Court. The parties Each of the Company and each Agent irrevocably and unconditionally waive waives any objection to the laying of venue of any suit, action or other proceeding in the Specified Courts and irrevocably and unconditionally waive waives and agree agrees not to plead or claim in any such court Specified Court that any such suit, action or other proceeding brought in any such court Specified Court has been brought in an inconvenient forum.

Consent to Jurisdiction; Waiver of Immunity. Any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby (“Related Proceedings”) shall be instituted in (i) the federal courts of the United States of America located in the City and County of New York, Borough of Manhattan or (ii) the courts of the State of New York located in the City and County of New York, Borough of Manhattan (collectively, the “Specified Courts”), and each party irrevocably submits to the exclusive jurisdiction (except for proceedings instituted in regard to the enforcement of a judgment of any such court (a “Related Judgment”), as to which such jurisdiction is non-exclusive) of such courts in any such suit, action or proceeding. Service of any process, summons, notice or document by mail to such party’s address set forth above in Section 10 hereof shall be effective service of process for any suit, action or other proceeding brought in any such court. The parties irrevocably and unconditionally waive any objection to the laying of venue of any suit, action or other proceeding in the Specified Courts and irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such suit, action or other proceeding brought in any such court has been brought in an inconvenient forum.

Consent to Jurisdiction; Waiver of Immunity. Any Each of the Company, the Selling Stockholders and the Agent agrees that any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby (“Related Proceedings”) shall be instituted in (i) the federal courts of the United States of America located in the City and County of New York, Borough of Manhattan or (ii) the courts of the State of New York located in the City and County of New York, Borough of Manhattan (collectively, the “Specified Courts”), and each party irrevocably submits to the exclusive jurisdiction (except for proceedings instituted in regard to the enforcement of a judgment of any such court Specified Court (a “Related Judgment”), as to which such jurisdiction is non-exclusive) of such courts the Specified Courts in any such suit, action or proceeding. Service of any process, summons, notice or document by mail to such a party’s address set forth above in Section 11 hereof shall be effective service of process upon such party for any suit, action or other proceeding brought in any such courtSpecified Court. The parties Each of the Company, the Selling Stockholders and the Agent irrevocably and unconditionally waive waives any objection to the laying of venue of any suit, action or other proceeding in the Specified Courts and irrevocably and unconditionally waive waives and agree agrees not to plead or claim in any such court Specified Court that any such suit, action or other proceeding brought in any such court Specified Court has been brought in an inconvenient forum.

Consent to Jurisdiction; Waiver of Immunity. Any Each of the Company and the Agent agrees that any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby (“Related Proceedings”) shall be instituted in (i) the federal courts of the United States of America located in the City and County of New York, Borough of Manhattan or (ii) the courts of the State of New York located in the City and County of New York, Borough of Manhattan (collectively, the “Specified Courts”), and each party irrevocably submits to the exclusive jurisdiction (except for proceedings instituted in regard to the enforcement of a judgment of any such court (a “Related Judgment”)Specified Court, as to which such jurisdiction is non-exclusive) of such courts the Specified Courts in any such suit, action or proceeding. Service of any process, summons, notice or document by mail to such a party’s address set forth above in Section 10 hereof shall be effective service of process upon such party for any suit, action or other proceeding brought in any such courtSpecified Court. The parties Each of the Company and the Agent irrevocably and unconditionally waive waives any objection to the laying of venue of any suit, action or other proceeding in the Specified Courts and irrevocably and unconditionally waive waives and agree agrees not to plead or claim in any such court Specified Court that any such suit, action or other proceeding brought in any such court Specified Court has been brought in an inconvenient forum.

Consent to Jurisdiction; Waiver of Immunity. Any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby (“Related Proceedings”) shall may be instituted in (i) the federal courts of the United States of America located in the City and County of New York, Borough of Manhattan Manhattan, or (ii) the courts of the State of New York York, in each case located in the City and County of New York, Borough of Manhattan (collectively, the “Specified Courts”), and each party irrevocably submits to the exclusive jurisdiction (except for proceedings instituted in regard to the enforcement of a judgment of any such court (a “Related Judgment”)court, as to which such jurisdiction is non-exclusive) of such courts in any such suit, action or proceeding. Service of any process, summons, notice or document by mail to such party’s address set forth above shall be effective service of process for any suit, action or other proceeding brought in any such court. The parties irrevocably and unconditionally waive any objection to the laying of venue of any suit, action or other proceeding in the Specified Courts and irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such suit, action or other proceeding brought in any such court has been brought in an inconvenient forum.

Consent to Jurisdiction; Waiver of Immunity. Any Each of the Company, the Forward Purchasers and the Agents agrees that any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby (“Related Proceedings”) shall be instituted in (i) the federal courts of the United States of America located in the City and County of New York, Borough of Manhattan or (ii) the courts of the State of New York located in the City and County of New York, Borough of Manhattan (collectively, the “Specified Courts”), and each party irrevocably submits to the exclusive jurisdiction (except for proceedings instituted in regard to the enforcement of a judgment of any such court Specified Court (a “Related Judgment”), as to which such jurisdiction is non-exclusive) of such courts the Specified Courts in any such suit, action or proceeding. Service of any process, summons, notice or document by mail to such a party’s address set forth above in Section 10 hereof shall be effective service of process upon such party for any suit, action or other proceeding brought in any such courtSpecified Court. The parties Each of the Company, the Forward Purchasers and the Agents irrevocably and unconditionally waive waives any objection to the laying of venue of any suit, action or other proceeding in the Specified Courts and irrevocably and unconditionally waive waives and agree agrees not to plead or claim in any such court Specified Court that any such suit, action or other proceeding brought in any such court Specified Court has been brought in an inconvenient forum.

Consent to Jurisdiction; Waiver of Immunity. Any Each of the Company and the Agent agree that any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby (“Related Proceedings”) shall be instituted in (i) the federal courts of the United States of America located in the City and County of New York, Borough of Manhattan or (ii) the courts of the State of New York located in the City and County of New York, Borough of Manhattan (collectively, the “Specified Courts”), and each party irrevocably submits to the exclusive jurisdiction (except for proceedings instituted in regard to the enforcement of a judgment of any such court Specified Court (a “Related Judgment”), as to which such jurisdiction is non-exclusive) of such courts the Specified Courts in any such suit, action or proceeding. Service of any process, summons, notice or document by mail to such a party’s address set forth above in Section 11 hereof shall be effective service of process upon such party for any suit, action or other proceeding brought in any such courtSpecified Court. The parties Each of the Company and the Agent irrevocably and unconditionally waive any objection to the laying of venue of any suit, action or other proceeding in the Specified Courts and irrevocably and unconditionally waive and agree not to plead or claim in any such court Specified Court that any such suit, action or other proceeding brought in any such court Specified Court has been brought in an inconvenient forum.

Consent to Jurisdiction; Waiver of Immunity. Any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby (“"Related Proceedings”") shall be instituted in (i) the federal courts of the United States of America located in the City and County of New York, Borough of Manhattan or (ii) the courts of the State of New York located in the City and County of New York, Borough of Manhattan (collectively, the “"Specified Courts”"), and each party irrevocably submits to the exclusive jurisdiction (except for proceedings instituted in regard to the enforcement of a judgment of any such court (a “"Related Judgment”"), as to which such jurisdiction is non-exclusive) of such courts in any such suit, action or proceeding. Service of any process, summons, notice or document by mail to such party’s address set forth above shall be effective service of process for any suit, action or other proceeding brought in any such court. The parties irrevocably and unconditionally waive any objection to the laying of venue of any suit, action or other proceeding in the Specified Courts and irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such suit, action or other proceeding brought in any such court has been brought in an inconvenient forum.

Consent to Jurisdiction; Waiver of Immunity. Any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby (“Related Proceedings”) shall be instituted in (i) the federal courts U.S. District Court for the Southern District of the United States of America located New York in the City and County of New York, Borough of Manhattan or (ii) the courts of the State of New York located in the City and County of New York, Borough of Manhattan (collectively, the “Specified Courts”), and each party irrevocably submits to the exclusive jurisdiction (except for proceedings instituted in regard to the enforcement of a judgment of any such court (a “Related Judgment”), as to which such jurisdiction is non-exclusive) of such courts in any such suit, action or proceeding. Service of any process, summons, notice or document by mail to such party’s address set forth above shall be effective service of process for any suit, action or other proceeding brought in any such court. The parties irrevocably and unconditionally waive any objection to the laying of venue of any suit, action or other proceeding in the Specified Courts and irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such suit, action or other proceeding brought in any such court has been brought in an inconvenient forum.

Consent to Jurisdiction; Waiver of Immunity. Any Each of the Transaction Entities and the Underwriters agree that any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby (“Related Proceedings”) shall be instituted in (i) the federal courts of the United States of America located in the City and County of New York, Borough of Manhattan or (ii) the courts of the State of New York located in the City and County of New York, Borough of Manhattan (collectively, the “Specified Courts”), and each party irrevocably submits to the exclusive jurisdiction (except for proceedings instituted in regard to the enforcement of a judgment of any such court (a “Related Judgment”), as to which such jurisdiction is non-exclusive) of such courts in any such suit, action or proceeding. Service of any process, summons, notice or document by mail to such party’s address set forth above shall be effective service of process for any suit, action or other proceeding brought in any such court. The parties irrevocably and unconditionally waive any objection to the laying of venue of any suit, action or other proceeding in the Specified Courts and irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such suit, action or other proceeding brought in any such court has been brought in an inconvenient forum.

Consent to Jurisdiction; Waiver of Immunity. Any Each of the Company and the Agent agrees that any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby (“Related Proceedings”) shall be instituted in (i) the federal courts of the United States of America located in the City and County of New York, Borough of Manhattan or (ii) the courts of the State of New York located in the City and County of New York, Borough of Manhattan (collectively, the “Specified Courts”), and each party irrevocably submits to the exclusive jurisdiction (except for proceedings instituted in regard to the enforcement of a judgment of any such court Specified Court (a “Related Judgment”), as to which such jurisdiction is non-exclusive) of such courts the Specified Courts in any such suit, action or proceeding. Service of any process, summons, notice or document by mail to such a party’s address set forth above in Section 12 hereof shall be effective service of process upon such party for any suit, action or other proceeding brought in any such courtSpecified Court. The parties Each of the Company and the Agents irrevocably and unconditionally waive waives any objection to the laying of venue of any suit, action or other proceeding in the Specified Courts and irrevocably and unconditionally waive waives and agree agrees not to plead or claim in any such court Specified Court that any such suit, action or other proceeding brought in any such court Specified Court has been brought in an inconvenient forum.

Consent to Jurisdiction; Waiver of Immunity. Any Each of the Company and the Agent agrees that any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby (“Related Proceedings”) shall be instituted in (i) the federal courts of the United States of America located in the City and County of New York, Borough of Manhattan or (ii) the courts of the State of New York located in the City and County of New York, Borough of Manhattan (collectively, the “Specified Courts”), and each party irrevocably submits to the exclusive jurisdiction (except for proceedings instituted in regard to the enforcement of a judgment of any such court (a “Related Judgment”)Specified Court, as to which such jurisdiction is non-exclusive) of such courts the Specified Courts in any such suit, action or proceeding. Service of any process, summons, notice or document by mail to such a party’s address set forth above in Section 10 hereof shall be effective service of process upon such party for any suit, action or other proceeding brought in any such courtSpecified Court. The parties Each of the Company and the Agent irrevocably and unconditionally waive waives any objection to the laying of venue of any suit, action or other proceeding in the Specified Courts and irrevocably and unconditionally waive waives and agree agrees not to plead or claim in any such court Specified Court that any such suit, action or other proceeding brought in any such court Specified Court has been brought in an inconvenient forum.

Consent to Jurisdiction; Waiver of Immunity. Any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby (“Related Proceedings”) shall may be instituted in (i) the federal courts of the United States of America located in the City and County of New York, Borough of Manhattan or (ii) the courts of the State of New York located in the City and County of New York, Borough of Manhattan (collectively, the “Specified Courts”), and each party irrevocably submits to the exclusive jurisdiction (except for proceedings instituted in regard to the enforcement of a judgment of any such court (a “Related Judgment”), as to which such jurisdiction is non-exclusive) of such courts in any such suit, action or proceeding. Service of any process, summons, notice or document by mail to such party’s address set forth above shall be effective service of process for any suit, action or other proceeding brought in any such court. The parties irrevocably and unconditionally waive any objection to the laying of venue of any suit, action or other proceeding in the Specified Courts and irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such suit, action or other proceeding brought in any such court has been brought in an inconvenient forum.

Consent to Jurisdiction; Waiver of Immunity. Any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby (“Related Proceedings”) shall be instituted in (i) the federal courts of the United States of America located in the City and County of New YorkBoston, Borough of Manhattan Suffolk County or (ii) the courts of the State Commonwealth of New York Massachusetts located in the City and County of New YorkBoston, Borough of Manhattan Suffolk County (collectively, the “Specified Courts”), and each party irrevocably submits to the exclusive jurisdiction (except for proceedings instituted in regard to the enforcement of a judgment of any such court (a “Related Judgment”), as to which such jurisdiction is non-exclusive) of such courts in any such suit, action or proceeding. Service of any process, summons, notice or document by mail to such party’s address set forth above shall be effective service of process for any suit, action or other proceeding brought in any such court. The parties irrevocably and unconditionally waive any objection to the laying of venue of any suit, action or other proceeding in the Specified Courts and irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such suit, action or other proceeding brought in any such court has been brought in an inconvenient forum.

Consent to Jurisdiction; Waiver of Immunity. Any Each of the Company and each of the Managers agree that any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby (“Related Proceedings”) shall be instituted in (i) the federal courts of the United States of America located in the City and County of New York, Borough of Manhattan or (ii) the courts of the State of New York located in the City and County of New York, Borough of Manhattan (collectively, the “Specified Courts”), and each party irrevocably submits to the exclusive jurisdiction (except for proceedings instituted in regard to the enforcement of a judgment of any such court (a “Related Judgment”)Specified Court, as to which such jurisdiction is non-exclusive) of such courts the Specified Courts in any such suit, action or proceeding. Service of any process, summons, notice or document by mail to such a party’s address set forth above in Section 10 shall be effective service of process upon such party for any suit, action or other proceeding brought in any such courtSpecified Court. The parties Each of the Company and each of the Managers irrevocably and unconditionally waive any objection to the laying of venue of any suit, action or other proceeding in the Specified Courts and irrevocably and unconditionally waive waives and agree agrees not to plead or claim in any such court Specified Court that any such suit, action or other proceeding brought in any such court Specified Court has been brought in an inconvenient forum.

Consent to Jurisdiction; Waiver of Immunity. Any Each of the Company and the Agent agrees that any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby (“Related Proceedings”) shall be instituted in (i) the federal courts of the United States of America located in the City and County of New York, Borough of Manhattan or (ii) the courts of the State of New York located in the City and County of New York, Borough of Manhattan (collectively, the “Specified Courts”), and each party irrevocably submits to the exclusive jurisdiction (except for proceedings instituted in regard to the enforcement of a judgment of any such court Specified Court (a “Related Judgment”), as to which such jurisdiction is non-exclusive) of such courts the Specified Courts in any such suit, action or proceeding. Service of any process, summons, notice or document by mail to such a party’s address set forth above in Section 10 hereof shall be effective service of process upon such party for any suit, action or other proceeding brought in any such courtSpecified Court. The parties Each of the Company and the Agent irrevocably and unconditionally waive waives any objection to the laying of venue of any suit, action or other proceeding in the Specified Courts and irrevocably and unconditionally waive waives and agree agrees not to plead or claim in any such court Specified Court that any such suit, action or other proceeding brought in any such court Specified Court has been brought in an inconvenient forum.

Consent to Jurisdiction; Waiver of Immunity. Any Each of the Company and the Agent agrees that any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby (“Related Proceedings”) shall be instituted in (i) the federal courts of the United States of America located in the City and County of New York, Borough of Manhattan or (ii) the courts of the State of New York located in the City and County of New York, Borough of Manhattan (collectively, the “Specified Courts”), and each party irrevocably submits to the exclusive jurisdiction (except for proceedings instituted in regard to the enforcement of a judgment of any such court (a “Related Judgment”)Specified Court, as to which such jurisdiction is non-exclusive) of such courts the Specified Courts in any such suit, action or proceeding. Service of any process, summons, notice or document by mail to such a party’s address set forth above in Section 11 hereof shall be effective service of process upon such party for any suit, action or other proceeding brought in any such courtSpecified Court. The parties Each of the Company and the Agent irrevocably and unconditionally waive waives any objection to the laying of venue of any suit, action or other proceeding in the Specified Courts and irrevocably and unconditionally waive waives and agree agrees not to plead or claim in any such court Specified Court that any such suit, action or other proceeding brought in any such court Specified Court has been brought in an inconvenient forum.