Common use of Jurisdiction; Venue and Service Clause in Contracts

Jurisdiction; Venue and Service. (a) Each Grantor, for itself and its Affiliates, hereby irrevocably and unconditionally: (i) consents to the jurisdiction of the United States District Court for the Southern District of New York and to the jurisdiction of the United States District Court for the District of Columbia for any suit, action or proceeding against it or any of its Affiliates commenced by the Collateral Agent, the Purchase Money Notes Guarantor or the Initial Member arising out of, relating to, or in connection with this Agreement or any other Ancillary Document, and waives any right to: (A) remove or transfer such suit, action or proceeding to any court or dispute-resolution forum other than the court in which the Collateral Agent, the Purchase Money Notes Guarantor or the Initial Member, as applicable, files the suit, action or proceeding without the consent of the Collateral Agent, the Purchase Money Notes Guarantor or the Initial Member, as applicable; (B) assert that venue is improper in the United States District Court for the Southern District of New York or the United States District Court for the District of Columbia; or (C) assert that the United States District Court for the Southern District of New York or the United States District Court for the District of Columbia is an inconvenient forum. (ii) consents to the jurisdiction of the Supreme Court of the State of New York for any suit, action or proceeding against it or any of its Affiliates commenced by the Collateral Agent, the Purchase Money Notes Guarantor or the Initial Member arising out of, relating to, or in connection with this Agreement or any other Ancillary Document (other than the LLC Operating Agreement), and waives any right to: (A) remove or transfer such suit, action or proceeding to any other court or dispute-resolution forum without the consent of the Collateral Agent, the Purchase Money Notes Guarantor or the Initial Member, as applicable; (B) assert that venue is improper in the Supreme Court of the (C) assert that the Supreme Court of the State of New York is (iii) agrees to bring any suit, action or proceeding by any Grantor or its Affiliates against the Collateral Agent, the Purchase Money Notes Guarantor or the Initial Member arising out of, relating to, or in connection with this Agreement or any Ancillary Document in only either the United States District Court for the Southern District of New York or the United States District Court for the District of Columbia, and waives any right to remove or transfer such suit, action or proceeding to any other court or dispute-resolution forum without the consent of the Collateral Agent, the Purchase Money Notes Guarantor or the Initial Member, as applicable, and agrees to consent thereafter to transfer of the suit, action or proceeding to either the United States District Court for the Southern District of New York or the United States District Court for the District of Columbia at the option of the Collateral Agent, the Purchase Money Notes Guarantor or the Initial Member, as applicable; and (iv) agrees, if the United States District Court for the Southern District of New York and the United States District Court for the District of Columbia both lack jurisdiction to hear a suit, action or proceeding falling within Section 13.7(a)(iii), to bring that suit, action or proceeding in only the Supreme Court of the State of New York, and waives any right to remove or transfer such suit, action or proceeding to any other court or dispute-resolution forum without the consent of the Collateral Agent, the Purchase Money Notes Guarantor or the Initial Member, as applicable. (b) Each Grantor, on behalf of itself and its Affiliates, hereby irrevocably and unconditionally agrees that any final judgment entered against it in any suit, action or proceeding falling within Section 13.7(a) may be enforced in any court of competent jurisdiction; (c) Subject to the provisions of Section 13.7(d), each Grantor, on behalf of itself and its Affiliates, Collateral Agent, Purchase Money Notes Guarantor and Initial Member hereby irrevocably and unconditionally agrees that service of all writs, process and summonses in any suit, action or proceeding pursuant to Section 13.7(a) or Section 13.7(b) may be effected by the mailing of copies thereof by registered or certified mail, postage prepaid, to it at its address for notices pursuant to Section 13.9 (with copies to such other Persons as specified therein); provided, however, that nothing contained in this Section 12.3(c) shall affect the right of any party to serve process in any other manner permitted by Law; (d) Nothing in this Section 13.7 shall constitute consent to jurisdiction in any court by the FDIC, other than as expressly provided in Section 13.7(a)(iii) and Section 13.7(a)(iv), or in any way limit the FDIC’s right to remove, transfer, seek to dismiss, or otherwise respond to any suit, action, or proceeding against it in any forum.

Jurisdiction; Venue and Service. (a) Each Grantorof the Private Owner and the Company, for in each case on behalf of itself and its Affiliates, hereby irrevocably and unconditionally: (i) consents to the jurisdiction of the United States District Court for the Southern District of New York and to the jurisdiction of the United States District Court for the District of Columbia for any suit, action or proceeding against it or any of its Affiliates commenced by the Collateral Agent, the Purchase Money Notes Guarantor or the Initial Member arising out of, relating to, or in connection with this Agreement or any other Ancillary Document, and waives any right to: (A) remove or transfer such suit, action or proceeding to any court or dispute-resolution forum (other than the court in which the Collateral Agent, the Purchase Money Notes Guarantor or the Initial Member, as applicable, Member files the suitaction, action suit or proceeding proceeding) without the consent of the Collateral Agent, the Purchase Money Notes Guarantor or the Initial Member, as applicable; (B) assert that venue is improper in either the United States District Court for the Southern District of New York or the United States District Court for the District of Columbia; or (C) assert that the United States District Court for the Southern District of New York or the United States District Court for the District of Columbia is an inconvenient forum.; (ii) consents to the jurisdiction of the Supreme Court of the State of New York York, County of New York, for any suit, action or proceeding against it or any of its Affiliates commenced by the Collateral Agent, the Purchase Money Notes Guarantor or the Initial Member arising out of, relating to, or in connection with this Agreement or any other Ancillary Document (other than the LLC Operating Agreement), and waives any right to: (A) remove or transfer such suit, action or proceeding to any other court or dispute-resolution forum without the consent of the Collateral Agent, the Purchase Money Notes Guarantor or the Initial Member, as applicable); (B) assert that venue is improper in the Supreme Court of thethe State of New York, County of New York; or (C) assert that the Supreme Court of the State of New York, County of New York isis an inconvenient forum; (iii) agrees to bring any suit, action or proceeding by it or any Grantor or of its Affiliates against the Collateral Agent, the Purchase Money Notes Guarantor or the Initial Member arising out of, relating to, or in connection with this Agreement or any Ancillary Document (other than the LLC Operating Agreement) in only either the United States District Court for the Southern District of New York or the United States District Court for the District of Columbia, and waives any right to remove or transfer such suit, action or proceeding to any other court or dispute-resolution forum without the consent of the Collateral Agent, the Purchase Money Notes Guarantor or the Initial Member, as applicable, and agrees to consent thereafter to transfer of the suit, action or proceeding to either the United States District Court for the Southern District of New York or the United States District Court for the District of Columbia at the option of the Collateral Agent, the Purchase Money Notes Guarantor or the Initial Member, as applicable; and; (iv) agrees, if the United States District Court for the Southern District of New York and the United States District Court for the District of Columbia both lack jurisdiction to hear a suit, action or proceeding falling within Section 13.7(a)(iii11(a)(iii), to bring that suit, action or proceeding in only the Supreme Court of the State of New York, County of New York, and waives any right to remove or transfer such suit, action or proceeding to any other court or dispute-resolution forum without the consent of the Collateral Agent, the Purchase Money Notes Guarantor or the Initial Member; and (v) agrees that any final judgment entered against it in any suit, as applicableaction or proceeding falling within Section 11(a) may be enforced in any court of competent jurisdiction. (b) Each Grantorof the Private Owner and the Company, in each case on behalf of itself and its Affiliates, hereby irrevocably and unconditionally agrees that any final judgment entered against it in any suit, action or proceeding falling within Section 13.7(a11(a) may be enforced in any court of competent jurisdiction;. (c) Subject to the provisions of Section 13.7(d11(d), each Grantorof the Private Owner and the Company, in each case on behalf of itself and its Affiliates, Collateral Agentand the Initial Member, Purchase Money Notes Guarantor and Initial Member hereby irrevocably and unconditionally agrees that service of all writs, process and summonses in any suit, action or proceeding pursuant to Section 13.7(a11(a) or Section 13.7(b11(b) may be effected by the mailing of copies thereof by registered or certified mail, postage prepaid, to it at its address for notices pursuant to Section 13.9 11 (with copies to such other Persons as specified therein); provided, however, that nothing contained in this Section 12.3(c11(c) shall affect the right of any party to serve process in any other manner permitted by Law;. (d) Nothing in this Section 13.7 11 shall constitute consent to jurisdiction in any court by the FDIC, other than as expressly provided in Section 13.7(a)(iii11(a)(iii) and Section 13.7(a)(iv11(a)(iv), or in any way limit the FDIC’s right to remove, transfer, seek to dismiss, or otherwise respond to any suit, action, or proceeding against it the FDIC in any forum.

Jurisdiction; Venue and Service. (a) Each Grantorof the Private Owner and the Company, for in each case on behalf of itself and its Affiliates, hereby irrevocably and unconditionally: (i) consents to the jurisdiction of the United States District Court for the Southern District of New York and to the jurisdiction of the United States District Court for the District of Columbia for any suit, action or proceeding against it or any of its Affiliates commenced by the Collateral Agent, the Purchase Money Notes Guarantor or the Initial Member arising out of, relating to, or in connection with this Agreement or any other Ancillary Document, and waives any right to: (A) remove or transfer such suit, action or proceeding to any court or dispute-resolution forum (other than the court in which the Collateral Agent, the Purchase Money Notes Guarantor or the Initial Member, as applicable, Member files the suitaction, action suit or proceeding proceeding) without the consent of the Collateral Agent, the Purchase Money Notes Guarantor or the Initial Member, as applicable; (B) assert that venue is improper in either the United States District Court for the Southern District of New York or the United States District Court for the District of Columbia; or (C) assert that the United States District Court for the Southern District of New York or the United States District Court for the District of Columbia is an inconvenient forum.; (ii) consents to the jurisdiction of the Supreme Court of the State of New York York, County of New York, for any suit, action or proceeding against it or any of its Affiliates commenced by the Collateral Agent, the Purchase Money Notes Guarantor or the Initial Member arising out of, relating to, or in connection with this Agreement or any other Ancillary Document (other than the LLC Operating Agreement), and waives any right to: (A) remove or transfer such suit, action or proceeding to any other court or dispute-resolution forum without the consent of the Collateral Agent, the Purchase Money Notes Guarantor or the Initial Member, as applicable); (B) assert that venue is improper in the Supreme Court of thethe State of New York, County of New York; or (C) assert that the Supreme Court of the State of New York, County of New York isis an inconvenient forum; (iii) agrees to bring any suit, action or proceeding by it or any Grantor or of its Affiliates against the Collateral Agent, the Purchase Money Notes Guarantor or the Initial Member arising out of, relating to, or in connection with this Agreement or any Ancillary Document (other than the LLC Operating Agreement) in only either the United States District Court for the Southern District of New York or the United States District Court for the District of Columbia, and waives any right to remove or transfer such suit, action or proceeding to any other court or dispute-resolution forum without the consent of the Collateral Agent, the Purchase Money Notes Guarantor or the Initial Member, as applicable, and agrees to consent thereafter to transfer of the suit, action or proceeding to either the United States District Court for the Southern District of New York or the United States District Court for the District of Columbia at the option of the Collateral Agent, the Purchase Money Notes Guarantor or the Initial Member, as applicable; and (iv) agrees, if the United States District Court for the Southern District of New York and the United States District Court for the District of Columbia both lack jurisdiction to hear a suit, action or proceeding falling within Section 13.7(a)(iii11(a)(iii), to bring that suit, action or proceeding in only the Supreme Court of the State of New York, County of New York, and waives any right to remove or transfer such suit, action or proceeding to any other court or dispute-resolution forum without the consent of the Collateral Agent, the Purchase Money Notes Guarantor or the Initial Member, as applicable. (b) Each Grantorof the Private Owner and the Company, in each case on behalf of itself and its Affiliates, hereby irrevocably and unconditionally agrees that any final judgment entered against it in any suit, action or proceeding falling within Section 13.7(a11(a) may be enforced in any court of competent jurisdiction;. (c) Subject to the provisions of Section 13.7(d11(d), each Grantorof the Private Owner and the Company, in each case on behalf of itself and its Affiliates, Collateral Agentand the Initial Member, Purchase Money Notes Guarantor and Initial Member hereby irrevocably and unconditionally agrees that service of all writs, process and summonses in any suit, action or proceeding pursuant to Section 13.7(a11(a) or Section 13.7(b11(b) may be effected by the mailing of copies thereof by registered or certified mail, postage prepaid, to it at its address for notices pursuant to Section 13.9 11 (with copies to such other Persons as specified therein); provided, however, that nothing contained in this Section 12.3(c11(c) shall affect the right of any party to serve process in any other manner permitted by Law;. (d) Nothing in this Section 13.7 11 shall constitute consent to jurisdiction in any court by the FDIC, other than as expressly provided in Section 13.7(a)(iii11(a)(iii) and Section 13.7(a)(iv11(a)(iv), or in any way limit the FDIC’s right to remove, transfer, seek to dismiss, or otherwise respond to any suit, action, or proceeding against it the FDIC in any forum.

Jurisdiction; Venue and Service. (a) Each Grantorof the Private Owner (for the avoidance of doubt, for in any capacity, including as a Member and/or as the Manager) and the Company, in each case on behalf of itself and its Affiliates, hereby irrevocably and unconditionally: (i) consents to the jurisdiction of the United States District Court for the Southern District of New York and to the jurisdiction of the United States District Court for the District of Columbia for any suit, action or proceeding against it (in the case of the Private Owner and for the avoidance of doubt, in any capacity, including as a Member and/or as the Manager) or any of its Affiliates commenced by the Collateral Agent, the Purchase Money Notes Guarantor or the Initial Member arising out of, relating to, or in connection with this Agreement or any other Ancillary Transaction Document, and waives any right to: (A) remove or transfer such suit, action or proceeding to any other court or dispute-resolution forum (other than the court Court in which the Collateral Agent, the Purchase Money Notes Guarantor or the Initial Member, as applicable, Member files the suitaction, action suit or proceeding proceeding) without the consent of the Collateral Agent, the Purchase Money Notes Guarantor or the Initial Member, as applicable; (B) assert that venue is improper in either the United States District Court for the Southern District of New York or the United States District Court for the District of Columbia; or (C) assert that the United States District Court for the Southern District of New York or the United States District Court for the District of Columbia is an inconvenient forum. (ii) consents to the jurisdiction of the Supreme Chancery Court of the State of New York Delaware for any suit, action or proceeding against it (in the case of the Private Owner and for the avoidance of doubt, in any capacity, including as a Member and/or as the Manager) or any of its Affiliates commenced by the Collateral Agent, the Purchase Money Notes Guarantor or the Initial Member arising out of, relating to, or in connection with this Agreement or any other Ancillary Document (other than the LLC Operating Agreement)Transaction Document, and waives any right to: (A) remove or transfer such suit, action or proceeding to any other court or dispute-resolution forum without the consent of the Collateral Agent, the Purchase Money Notes Guarantor or the Initial Member, as applicable); (B) assert that venue is improper in the Supreme Chancery Court of thethe State of Delaware; or (C) assert that the Supreme Chancery Court of the State of New York isDelaware is an inconvenient forum. (iii) agrees to bring any suit, action or proceeding by it (in the case of the Private Owner and for the avoidance of doubt, in any Grantor capacity, including as a Member and/or as the Manager) or any of its Affiliates against the Collateral Agent, the Purchase Money Notes Guarantor or the Initial Member arising out of, relating to, or in connection with this Agreement or any Ancillary Transaction Document in only either the United States District Court for the Southern District of New York or the United States District Court for the District of Columbia, and waives any right to remove or transfer such suit, action or proceeding to any other court or dispute-resolution forum without the consent of the Collateral Agent, the Purchase Money Notes Guarantor or the Initial Member, as applicable, and agrees to consent thereafter to transfer of the suit, action or proceeding to either the United States District Court for the Southern District of New York or the United States District Court for the District of Columbia at the option of the Collateral Agent, the Purchase Money Notes Guarantor or the Initial Member, as applicable; and (iv) agrees, if the United States District Court for the Southern District of New York and the United States District Court for the District of Columbia both lack jurisdiction to hear a suit, action or proceeding falling within Section 13.7(a)(iii13.12(a)(iii), to bring that suit, action or proceeding in only the Supreme Chancery Court of the State of New YorkDelaware, and waives any right to remove or transfer such suit, action or proceeding to any other court or dispute-resolution forum without the consent of the Collateral Agent, the Purchase Money Notes Guarantor or the Initial Member, as applicable. (b) Each Grantorof the Private Owner (in any capacity, including as a Member and/or as the Manager) and the Company, in each case on behalf of itself and its Affiliates, hereby irrevocably and unconditionally agrees that any final judgment entered against it in any suit, action or proceeding falling within Section 13.7(a13.12(a) may be enforced in any court of competent jurisdiction; (c) Subject to the provisions of Section 13.7(d13.12(d), each Grantorof the Private Owner (in any capacity, including as a Member and/or as the Manager) and the Company, in each case on behalf of itself and its Affiliates, Collateral Agentand the Initial Member, Purchase Money Notes Guarantor and Initial Member hereby irrevocably and unconditionally agrees that service of all writs, process and summonses in any suit, action or proceeding pursuant to Section 13.7(a13.12(a) or Section 13.7(b13.12(b) may be effected by the mailing of copies thereof by registered or certified mail, postage prepaid, to it at its address for notices pursuant to Section 13.9 13.6 (with copies to such other Persons as specified therein); provided, however, that nothing contained in this Section 12.3(c13.12(c) shall affect the right of any party to serve process in any other manner permitted by Law; (d) Nothing in this Section 13.7 13.12 shall constitute consent to jurisdiction in any court by the FDICFDIC (in any capacity, including as the Initial Member), other than as expressly provided in Section 13.7(a)(iii13.12(a)(iii) and Section 13.7(a)(iv13.12(a)(iv), or in any way limit the FDIC’s (in any capacity, including as the Initial Member) right to remove, transfer, seek to dismiss, or otherwise respond to any suit, action, or proceeding against it (in any capacity, including as the Initial Member) in any forum.

Jurisdiction; Venue and Service. (a) Each GrantorHolder (if such Holder is not the FDIC; any Holder that is not the FDIC, for a “Non-FDIC Holder”), on behalf of itself and its Affiliates, hereby irrevocably and unconditionally: (i) consents to the jurisdiction of the United States District Court for the Southern District of New York and to the jurisdiction of the United States District Court for the District of Columbia for any suit, action or proceeding against it or any of its Affiliates commenced by the Collateral Agent, the Purchase Money Notes Guarantor or any other Holder (if such other Holder is the Initial Member FDIC; the Holder that is the FDIC, the “FDIC Holder”) arising out of, relating to, or in connection with this Guaranty Agreement or any other Ancillary Document, and waives any right to: (A) remove or transfer such suit, action or proceeding to any court or dispute-resolution forum other than the court in which the Collateral Agent, the Purchase Money Notes Guarantor or the Initial Member, as applicable, FDIC Holder files the suit, action or proceeding without the consent of the Collateral Agent, the Purchase Money Notes Guarantor or the Initial MemberFDIC Holder, as applicable; (B) assert that venue is improper in either the United States District Court for the Southern District of New York or the United States District Court for the District of Columbia; or (C) assert that the United States District Court for the Southern District of New York or the United States District Court for the District of Columbia is an inconvenient forum. (ii) consents to the jurisdiction of the Supreme Court of the State of New York for any suit, action or proceeding against it or any of its Affiliates commenced by the Collateral Agent, the Purchase Money Notes Guarantor or the Initial Member FDIC Holder arising out of, relating to, or in connection with this Guaranty Agreement or any other Ancillary Document (other than the LLC Operating Agreement), and waives any right to: (A) remove or transfer such suit, action or proceeding to any other court or dispute-resolution forum without the consent of the Collateral Agent, the Purchase Money Notes Guarantor or the Initial MemberFDIC Holder, as applicable; (B) assert that venue is improper in the Supreme Court of thethe State of New York; or (C) assert that the Supreme Court of the State of New York isis an inconvenient forum. (iii) agrees to bring any suit, action or proceeding by any Grantor Non- FDIC Holder, or its Affiliates against the Collateral Agent, the Purchase Money Notes Guarantor or the Initial Member FDIC Holder arising out of, relating to, or in connection with this Agreement or any Ancillary Document in only either the United States District Court for the Southern District of New York or the United States District Court for the District of Columbia, and waives any right to remove or transfer such suit, action or proceeding to any other court or dispute-resolution forum without the consent of the Collateral Agent, the Purchase Money Notes Guarantor or the Initial MemberFDIC Holder, as applicable, and agrees to consent thereafter to transfer of the suit, action or proceeding to either the United States District Court for the Southern District of New York or the United States District Court for the District of Columbia at the option of the Collateral Agent, the Purchase Money Notes Guarantor or the Initial MemberFDIC Holder, as applicable; and; (iv) agrees, if the United States District Court for the Southern District of New York and the United States District Court for the District of Columbia both lack jurisdiction to hear a suit, action or proceeding falling within Section 13.7(a)(iii23(a)(iii), to bring that suit, action or proceeding in only the Supreme Court of the State of New York, and waives any right to remove or transfer such suit, action or proceeding to any other court or dispute-resolution forum without the consent of the Collateral Agent, the Purchase Money Notes Guarantor or the Initial MemberFDIC Holder, as applicable; and (v) agrees that any final judgment entered against it in any suit, action or proceeding falling within Section 23(a) may be enforced in any court of competent jurisdiction. (b) Each GrantorNon-FDIC Holder, on behalf of itself and its Affiliates, hereby irrevocably and unconditionally agrees that any final judgment entered against it in any suit, action or proceeding falling within Section 13.7(a23(a) may be enforced in any court of competent jurisdiction;. (c) Subject to the provisions of Section 13.7(d23(d), each GrantorHolder, on behalf of itself and its Affiliates, Collateral Agent, and the Purchase Money Notes Guarantor and Initial Member hereby irrevocably and unconditionally agrees that service of all writs, process and summonses in any suit, action or proceeding pursuant to Section 13.7(a23(a) or Section 13.7(b23(b) may be effected by the mailing of copies thereof by registered or certified mail, postage prepaid, to it at its address for notices pursuant to Section 13.9 18 (with copies to such other Persons as specified therein); provided, however, that nothing contained in this Section 12.3(c23(c) shall affect the right of any party to serve process in any other manner permitted by Law;. (d) Nothing in this Section 13.7 23 shall constitute consent to jurisdiction in any court by the FDIC, other than as expressly provided in Section 13.7(a)(iii23(a)(iii) and Section 13.7(a)(iv23(a)(iv), or in any way limit the FDIC’s right to remove, transfer, seek to dismiss, or otherwise respond to any suit, action, or proceeding against it in any forum.

Jurisdiction; Venue and Service. (a) Each GrantorNoteholder (if such Noteholder is not the FDIC; any Noteholder that is not the FDIC, for a “Non-FDIC Noteholder”), on behalf of itself and its Affiliates, hereby irrevocably and unconditionally: (i) consents to the jurisdiction of the United States District Court for the Southern District of New York and to the jurisdiction of the United States District Court for the District of Columbia for any suit, action or proceeding against it or any of its Affiliates commenced by the Collateral Agent, the Purchase Money Notes Guarantor or any other Noteholder (if such other Noteholder is the Initial Member FDIC; the Noteholder that is the FDIC, the “FDIC Noteholder”) arising out of, relating to, or in connection with this Guaranty Agreement or any other Ancillary Document, and waives any right to: (A) remove or transfer such suit, action or proceeding to any court or dispute-resolution forum other than the court in which the Collateral Agent, the Purchase Money Notes Guarantor or the Initial Member, as applicable, FDIC Noteholder files the suit, action or proceeding without the consent of the Collateral Agent, the Purchase Money Notes Guarantor or the Initial MemberFDIC Noteholder, as applicable; (B) assert that venue is improper in either the United States District Court for the Southern District of New York or the United States District Court for the District of Columbia; or (C) assert that the United States District Court for the Southern District of New York or the United States District Court for the District of Columbia is an inconvenient forum. (ii) consents to the jurisdiction of the Supreme Court of the State of New York for any suit, action or proceeding against it or any of its Affiliates commenced by the Collateral Agent, the Purchase Money Notes Guarantor or the Initial Member FDIC Noteholder arising out of, relating to, or in connection with this Guaranty Agreement or any other Ancillary Document (other than the LLC Operating Agreement), and waives any right to: (A) remove or transfer such suit, action or proceeding to any other court or dispute-resolution forum without the consent of the Collateral Agent, the Purchase Money Notes Guarantor or the Initial MemberFDIC Noteholder, as applicable; (B) assert that venue is improper in the Supreme Court of the (C) assert that the Supreme Court of the State of New York is (iii) agrees to bring any suit, action or proceeding by any Grantor Non-FDIC Noteholder, or its Affiliates against the Collateral Agent, the Purchase Money Notes Guarantor or the Initial Member FDIC Noteholder arising out of, relating to, or in connection with this Agreement or any Ancillary Document in only either the United States District Court for the Southern District of New York or the United States District Court for the District of Columbia, and waives any right to remove or transfer such suit, action or proceeding to any other court or dispute-resolution forum without the consent of the Collateral Agent, the Purchase Money Notes Guarantor or the Initial MemberFDIC Noteholder, as applicable, and agrees to consent thereafter to transfer of the suit, action or proceeding to either the United States District Court for the Southern District of New York or the United States District Court for the District of Columbia at the option of the Collateral Agent, the Purchase Money Notes Guarantor or the Initial MemberFDIC Noteholder, as applicable; and (iv) agrees, if the United States District Court for the Southern District of New York and the United States District Court for the District of Columbia both lack jurisdiction to hear a suit, action or proceeding falling within Section 13.7(a)(iii23(a)(iii), to bring that suit, action or proceeding in only the Supreme Court of the State of New York, and waives any right to remove or transfer such suit, action or proceeding to any other court or dispute-resolution forum without the consent of the Collateral Agent, the Purchase Money Notes Guarantor or the Initial MemberFDIC Noteholder, as applicable. (b) Each GrantorNon-FDIC Noteholder, on behalf of itself and its Affiliates, hereby irrevocably and unconditionally agrees that any final judgment entered against it in any suit, action or proceeding falling within Section 13.7(a23(a) may be enforced in any court of competent jurisdiction;. (c) Subject to the provisions of Section 13.7(d23(d), each GrantorNoteholder, on behalf of itself and its Affiliates, Collateral Agent, and the Purchase Money Notes Guarantor and Initial Member hereby irrevocably and unconditionally agrees that service of all writs, process and summonses in any suit, action or proceeding pursuant to Section 13.7(a23(a) or Section 13.7(b23(b) may be effected by the mailing of copies thereof by registered or certified mail, postage prepaid, to it at its address for notices pursuant to Section 13.9 18 (with copies to such other Persons as specified therein); provided, however, that nothing contained in this Section 12.3(c23(c) shall affect the right of any party to serve process in any other manner permitted by Law;. (d) Nothing in this Section 13.7 23 shall constitute consent to jurisdiction in any court by the FDIC, other than as expressly provided in Section 13.7(a)(iii23(a)(iii) and Section 13.7(a)(iv23(a)(iv), or in any way limit the FDIC’s right to remove, transfer, seek to dismiss, or otherwise respond to any suit, action, or proceeding against it in any forum.

Jurisdiction; Venue and Service. (a) Each Grantorof the Private Owner and the Company, for in each case on behalf of itself and its Affiliates, hereby irrevocably and unconditionally: (i) consents to the jurisdiction of the United States District Court for the Southern District of New York and to the jurisdiction of the United States District Court for the District of Columbia for any suit, action or proceeding against it or any of its Affiliates commenced by the Collateral Agent, the Purchase Money Notes Guarantor or the Initial Member arising out of, relating to, or in connection with this Agreement or any other Ancillary Document, and waives any right to: (A) remove or transfer such suit, action or proceeding to any court or dispute-resolution forum (other than the court in which the Collateral Agent, the Purchase Money Notes Guarantor or the Initial Member, as applicable, Member files the suitaction, action suit or proceeding proceeding) without the consent of the Collateral Agent, the Purchase Money Notes Guarantor or the Initial Member, as applicable; (B) assert that venue is improper in either the United States District Court for the Southern District of New York or the United States District Court for the District of Columbia; or (C) assert that the United States District Court for the Southern District of New York or the United States District Court for the District of Columbia is an inconvenient forum.; (ii) consents to the jurisdiction of the Supreme Court of the State of New York York, County of New York, for any suit, action or proceeding against it or any of its Affiliates commenced by the Collateral Agent, the Purchase Money Notes Guarantor or the Initial Member arising out of, relating to, or in connection with this Agreement or any other Ancillary Document (other than the LLC Operating Agreement), and waives any right to: (A) remove or transfer such suit, action or proceeding to any other court or dispute-resolution forum without the consent of the Collateral Agent, the Purchase Money Notes Guarantor or the Initial Member, as applicable); (B) assert that venue is improper in the Supreme Court of thethe State of New York, County of New York; or (C) assert that the Supreme Court of the State of New York, County of New York isis an inconvenient forum; (iii) agrees to bring any suit, action or proceeding by it or any Grantor or of its Affiliates against the Collateral Agent, the Purchase Money Notes Guarantor or the Initial Member arising out of, relating to, or in connection with this Agreement or any Ancillary Document (other than the LLC Operating Agreement) in only either the United States District Court for the Southern District of New York or the United States District Court for the District of Columbia, and waives any right to remove or transfer such suit, action or proceeding to any other court or dispute-resolution resolut ion forum without the consent of the Collateral Agent, the Purchase Money Notes Guarantor or the Initial Member, as applicable, and agrees to consent thereafter to transfer of the suit, action or proceeding to either the United States District Court for the Southern District of New York or the United States District Court for the District of Columbia at the option of the Collateral Agent, the Purchase Money Notes Guarantor or the Initial Member, as applicable; and (iv) agrees, if the United States District Court for the Southern District of New York and the United States District Court for the District of Columbia both lack jurisdiction to hear a suit, action or proceeding falling within Section 13.7(a)(iii11(a)(iii), to bring that suit, action or proceeding in only the Supreme Court of the State of New York, County of New York, and waives any right to remove or transfer such suit, action or proceeding to any other court or dispute-resolution forum without the consent of the Collateral Agent, the Purchase Money Notes Guarantor or the Initial Member, as applicable. (b) Each Grantorof the Private Owner and the Company, in each case on behalf of itself and its Affiliates, hereby irrevocably and unconditionally agrees that any final judgment entered against it in any suit, action or proceeding falling within Section 13.7(a11(a) may be enforced in any court of competent jurisdiction;. (c) Subject to the provisions of Section 13.7(d11(d), each Grantorof the Private Owner and the Company, in each case on behalf of itself and its Affiliates, Collateral Agentand the Initial Member, Purchase Money Notes Guarantor and Initial Member hereby irrevocably and unconditionally agrees that service of all writs, process and summonses in any suit, action or proceeding pursuant to Section 13.7(a11(a) or Section 13.7(b11(b) may be effected by the mailing of copies thereof by registered or certified mail, postage prepaid, to it at its address for notices pursuant to Section 13.9 11 (with copies to such other Persons as specified therein); provided, however, that nothing contained in this Section 12.3(c11(c) shall affect the right of any party to serve process in any other manner permitted by Law;. (d) Nothing in this Section 13.7 11 shall constitute consent to jurisdiction in any court by the FDIC, other than as expressly provided in Section 13.7(a)(iii11(a)(iii) and Section 13.7(a)(iv11(a)(iv), or in any way limit the FDIC’s right to remove, transfer, seek to dismiss, or otherwise respond to any suit, action, or proceeding against it the FDIC in any forum.

Jurisdiction; Venue and Service. (a) Each GrantorThe Company, for on behalf of itself and its Affiliates, hereby irrevocably and unconditionally: (i) consents to the jurisdiction of the United States District Court for the Southern District of New York and to the jurisdiction of the United States District Court for the District of Columbia for any suit, action or proceeding against it or any of its Affiliates commenced by the Collateral Agent, the Purchase Money Notes Guarantor Transferor or the Initial Member FDIC arising out of, relating to, or in connection with this Agreement or any other Ancillary Transaction Document, and waives any right to: (A) remove or transfer such suit, action or proceeding to any other court or dispute-resolution forum (other than the court in which the Collateral Agent, the Purchase Money Notes Guarantor Transferor or the Initial MemberFDIC, as applicablethe case may be, files the suitaction, action suit or proceeding proceeding) without the consent of the Collateral Agent, the Purchase Money Notes Guarantor Transferor or the Initial MemberFDIC, as applicablethe case may be; (B) assert that venue is improper in either the United States District Court for the Southern District of New York or the United States District Court for the District of Columbia; or (C) assert that the United States District Court for the Southern District of New York or the United States District Court for the District of Columbia is an inconvenient forum.; (ii) consents to the jurisdiction of the Supreme Court of the State of New York York, County of New York, for any suit, action or proceeding against it or any of its Affiliates commenced by the Collateral Agent, the Purchase Money Notes Guarantor Transferor or the Initial Member FDIC arising out of, relating to, or in connection with this Agreement or any other Ancillary Transaction Document (other than the LLC Operating Agreement), and waives any right to: (A) remove or transfer such suit, action or proceeding to any other court or dispute-resolution forum without the consent of the Collateral Agent, the Purchase Money Notes Guarantor Transferor or the Initial MemberFDIC, as applicablethe case may be; (B) assert that venue is improper in the Supreme Court of thethe State of New York, County of New York; or (C) assert that the Supreme Court of the State of New York isYork, County of New York, is an inconvenient forum; (iii) agrees to bring any suit, action or proceeding by any Grantor the Company, or its Affiliates Affiliate against the Collateral Agent, the Purchase Money Notes Guarantor Transferor or the Initial Member FDIC arising out of, relating to, or in connection with this Agreement or any Ancillary Document Transaction Document, in only either the United States District Court for the Southern District of New York or the United States District Court for the District of Columbia, and waives any right to remove or transfer such suit, action or proceeding to any other court or dispute-resolution forum without the consent of the Collateral Agent, the Purchase Money Notes Guarantor Transferor or the Initial MemberFDIC, as applicablethe case may be, and agrees to consent thereafter to transfer of the suit, action or proceeding to either the United States District Court for the Southern District of New York or the United States District Court for the District of Columbia at the option of the Collateral Agent, the Purchase Money Notes Guarantor Transferor or the Initial MemberFDIC, as applicablethe case may be; and (iv) agrees, if the United States District Court for the Southern District of New York and the United States District Court for the District of Columbia both lack jurisdiction to hear a suit, action or proceeding falling within Section 13.7(a)(iii8.7(a)(iii), to bring that suit, action or proceeding in only the Supreme Court of the State of New York, County of New York, and waives any right to remove or transfer such suit, action or proceeding to any other court or dispute-resolution forum without the consent of the Collateral Agent, the Purchase Money Notes Guarantor Transferor or the Initial MemberFDIC, as applicablethe case may be. (b) Each Grantorof the Private Owner and the Company, on behalf of itself and its Affiliates, hereby irrevocably and unconditionally agrees that any final judgment entered against it in any suit, action or proceeding falling within Section 13.7(a8.7(a) may be enforced in any court of competent jurisdiction;. (c) Subject to the provisions of Section 13.7(d8.7(d), each Grantorof the Private Owner and the Company, on behalf of itself and its Affiliates, Collateral Agent, Purchase Money Notes Guarantor and Initial Member the Transferor hereby irrevocably and unconditionally agrees that service of all writs, process and summonses in any suit, action or proceeding pursuant to Section 13.7(a8.7(a) or Section 13.7(b8.7(b) may be effected by the mailing of copies thereof by registered or certified mail, postage prepaid, to it at its address for notices pursuant to Section 13.9 Sections 7.1 and 7.4 (with copies to such other Persons as specified therein); provided, however, that nothing contained in this Section 12.3(c8.7(c) shall affect the right of any party to serve process in any other manner permitted by Law;. (d) Nothing in this Section 13.7 8.7 shall constitute consent to jurisdiction in any court by the FDIC, other than as expressly provided in Section 13.7(a)(iii8.7(a)(iii) and Section 13.7(a)(iv8.7(a)(iv), or in any way limit the FDIC’s right to remove, transfer, seek to dismiss, or otherwise respond to any suit, action, or proceeding against it in any forum.

Jurisdiction; Venue and Service. (a) Each Grantorof the Private Owner (for the avoidance of doubt, for in any capacity, including as a Member and/or as the Manager) and the Company, in each case on behalf of itself and its Affiliates, hereby irrevocably and unconditionally: (i) consents to the jurisdiction of the United States District Court for the Southern District of New York and to the jurisdiction of the United States District Court for the District of Columbia for any suit, action or proceeding against it (in the case of the Private Owner and for the avoidance of doubt, in any capacity, including as a Member and/or as the Manager) or any of its Affiliates such Affiliate commenced by the Collateral Agent, the Purchase Money Notes Guarantor Initial Member or the Initial Member FDIC arising out of, relating to, or in connection with this Agreement or any other Ancillary Transaction Document, and waives any right to: (A) remove or transfer such suit, action or proceeding to any other court or dispute-resolution forum (other than the court in which the Collateral Agent, the Purchase Money Notes Guarantor or the Initial Member, as applicable, Member files the suitaction, action suit or proceeding proceeding) without the consent of the Collateral Agent, the Purchase Money Notes Guarantor Initial Member or the Initial MemberFDIC, as applicable; (B) assert that venue is improper in either the United States District Court for the Southern District of New York or the United States District Court for the District of Columbia; or (C) assert that the United States District Court for the Southern District of New York or the United States District Court for the District of Columbia is an inconvenient forum. (ii) consents to the jurisdiction of the Supreme Chancery Court of the State of New York Delaware for any suit, action or proceeding against it (in the case of the Private Owner and for the avoidance of doubt, in any capacity, including as a Member and/or as the Manager) or any of its Affiliates such Affiliate commenced by the Collateral Agent, the Purchase Money Notes Guarantor Initial Member or the Initial Member FDIC arising out of, relating to, or in connection with this Agreement or any other Ancillary Document (other than the LLC Operating Agreement)Transaction Document, and waives any right to: (A) remove or transfer such suit, action or proceeding to any other court or dispute-resolution forum without the consent of the Collateral Agent, the Purchase Money Notes Guarantor Initial Member or the Initial MemberFDIC, as applicable;; State of Delaware; or (B) assert that venue is improper in the Supreme Chancery Court of the (C) assert that the Supreme Chancery Court of the State of New York isDelaware is an inconvenient forum. (iii) agrees to bring any suit, action or proceeding by it (in the case of the Private Owner and for the avoidance of doubt, in any Grantor capacity, including as a Member and/or as the Manager) or its Affiliates any such Affiliate against the Collateral Agent, the Purchase Money Notes Guarantor or the Initial Member or the FDIC arising out of, relating to, or in connection with this Agreement or any Ancillary other Transaction Document in only either the United States District Court for the Southern District of New York or the United States District Court for the District of Columbia, and waives any right to remove or transfer such suit, action or proceeding to any other court or dispute-resolution forum without the consent of the Collateral Agent, the Purchase Money Notes Guarantor Initial Member or the Initial MemberFDIC, as applicable, and agrees to consent thereafter to transfer of the suit, action or proceeding to either the United States District Court for the Southern District of New York or the United States District Court for the District of Columbia at the option of the Collateral Agent, the Purchase Money Notes Guarantor Initial Member or the Initial MemberFDIC, as applicable; and; (iv) agrees, if the United States District Court for the Southern District of New York and the United States District Court for the District of Columbia both lack jurisdiction to hear a suit, action or proceeding falling within Section 13.7(a)(iii13.12(a)(iii), to bring that suit, action or proceeding in only the Supreme Chancery Court of the State of New YorkDelaware, and waives any right to remove or transfer such suit, action or proceeding to any other court or dispute-resolution forum without the consent of the Collateral Agent, the Purchase Money Notes Guarantor or the Initial Member, or the FDIC, as applicable; and (v) agrees, in any suit, action or proceeding that is brought in the Supreme Court of the State of New York for New York County in accordance with the above provisions of this Section 13.12(a), to request that such suit, action or proceeding be referred to the Commercial Division of such Court. (b) Each Grantorof the Private Owner (in any capacity, including as a Member and/or as the Manager) and the Company, in each case on behalf of itself and its Affiliates, hereby irrevocably and unconditionally agrees that any final judgment entered against it in any suit, action or proceeding falling within Section 13.7(a13.12(a) may be enforced in any court of competent jurisdiction;. (c) Subject to the provisions of Section 13.7(d13.12(d), each Grantorof the Private Owner (in any capacity, including as a Member and/or as the Manager) and the Company, in each case on behalf of itself and its Affiliates, Collateral Agent, Purchase Money Notes Guarantor and Initial Member hereby irrevocably and unconditionally agrees that service of all writs, process and summonses in any suit, action or proceeding pursuant to Section 13.7(a13.12(a) or Section 13.7(b13.12(b) may be effected by the mailing of copies thereof by registered or certified mail, postage prepaid, to it at its address for notices pursuant to Section 13.9 13.6 (and the Notice Schedule) (with copies to such other Persons as specified therein); provided, however, that nothing contained in this Section 12.3(c) the foregoing shall not affect the right of any party to serve process in any other manner permitted by Law;. Each of the Private Owner (in any capacity, including as a Member and/or as the Manager) and the Company, in each case on behalf of itself and its Affiliates, further agrees that any such service of writs, process or summonses in any suit, action or proceeding pursuant to Section 13.12(a) or Section 13.12(b) on the FDIC (in any capacity, including as Initial Member) shall be in accordance with requirements of applicable Law (including 12 CFR section 309.7(a)), with additional delivery of a copy of such writ, process or summons to the FDIC (in its applicable capacity(ies)) pursuant to the notice provisions in the Notice Schedule. (d) Nothing in this Section 13.7 13.12 shall constitute (i) consent to jurisdiction in any court by the FDICFDIC (in any capacity, including as the Initial Member), other than as expressly provided in Section 13.7(a)(iii13.12(a)(iii) and Section 13.7(a)(iv13.12(a)(iv), or (ii) a waiver or limitation of any provision in the Federal Deposit Insurance Act or other applicable law relating to commencement, jurisdiction, venue, limitations, administrative exhaustion, judicial review, removal, remand, continuation or enforcement (including as to limitations on attachment or execution upon assets in the possession of the FDIC) of actions by or against the FDIC (in any capacity), or in any way limit which the FDIC’s right to remove, transfer, seek to dismiss, or otherwise respond to any suit, action, or proceeding against it FDIC (in any forumcapacity, including as the Initial Member) is a party, including 12 U.S.C. § 1819(b), 1821(c), 1821(d), and 1821(j).

Jurisdiction; Venue and Service. (a) Each Grantor, for itself and its Affiliates, Grantor hereby irrevocably and unconditionally: (i) consents to the jurisdiction of the United States District Court for the Southern District of New York and to the jurisdiction of the United States District Court for the District of Columbia for any suit, action or proceeding against it or any of its Affiliates commenced by the Collateral Agent, the Purchase Money Notes Guarantor or the Initial Member FDIC (in any capacity) arising out of, relating to, or in connection with this Agreement or any other Ancillary PA Financing Transaction Document, and waives any right to: (A) remove or transfer such suit, action or proceeding to any court or dispute-resolution forum other than the court in which the Collateral AgentFDIC (in the capacity in which it is a party in such suit, the Purchase Money Notes Guarantor action or the Initial Member, as applicable, proceeding) files the suit, action or proceeding without the consent of the Collateral AgentFDIC (in the capacity in which it is a party in such suit, the Purchase Money Notes Guarantor action or the Initial Member, as applicableproceeding); (B) assert that venue is improper in either the United States District Court for the Southern District of New York or the United States District Court for the District of Columbia; or (C) assert that the United States District Court for the Southern District of New York or the United States District Court for the District of Columbia is an inconvenient forum. (ii) consents to the jurisdiction of the Supreme Court of the State of New York for any suit, action or proceeding against it or any of its Affiliates commenced by the Collateral Agent, the Purchase Money Notes Guarantor or the Initial Member FDIC (in any capacity) arising out of, relating to, or in connection with this Agreement or any other Ancillary Document (other than the LLC Operating Agreement)PA Financing Transaction Document, and waives any right to: (A) remove or transfer such suit, action or proceeding to any other court or dispute-resolution forum forum, other than the courts identified in Section 11.6(a)(i), without the consent of the Collateral AgentFDIC (in the capacity in which it is a party in such suit, the Purchase Money Notes Guarantor action or the Initial Member, as applicableproceeding); (B) assert that venue is improper in the Supreme Court of thethe State of New York; or (C) assert that the Supreme Court of the State of New York isis an inconvenient forum. (iii) agrees to bring any suit, action or proceeding by any Grantor or its Affiliates it against the Collateral Agent, the Purchase Money Notes Guarantor or the Initial Member FDIC (in any capacity) arising out of, relating to, or in connection with this Agreement or any Ancillary other PA Financing Transaction Document exclusively in only either the United States District Court for the Southern District of New York or the United States District Court for the District of Columbia, and waives any right to remove or transfer such suit, action or proceeding to any other court or dispute-resolution forum without the consent of the Collateral AgentFDIC (in the capacity in which it is a party in such suit, the Purchase Money Notes Guarantor action or the Initial Member, as applicableproceeding), and agrees to consent thereafter to transfer of the suit, action or proceeding to either the United States District Court for the Southern District of New York or the United States District Court for the District of Columbia at the option of the Collateral AgentFDIC (in the capacity in which it is a party in such suit, the Purchase Money Notes Guarantor action or the Initial Member, as applicableproceeding); and (iv) agrees, if the United States District Court for the Southern District of New York and the United States District Court for the District of Columbia both lack jurisdiction to hear a suit, action or proceeding falling within Section 13.7(a)(iii11.6(a)(iii), to bring that suit, action or proceeding exclusively in only the Supreme Court of the State of New York, and waives any right to remove or transfer such suit, action or proceeding to any other court or dispute-resolution forum without the consent of the Collateral AgentFDIC (in the capacity in which it is a party in such suit, the Purchase Money Notes Guarantor action or the Initial Member, as applicableproceeding). (b) Each Grantor, on behalf of itself and its Affiliates, Grantor hereby irrevocably and unconditionally agrees that any final judgment entered against it in any suit, action or proceeding falling within Section 13.7(a11.6(a) may be enforced in any court of competent jurisdiction;. (c) Subject to the provisions of Section 13.7(d11.6(d), each Grantor, on behalf of itself and its Affiliates, Collateral Agent, Purchase Money Notes Guarantor and Initial Member Grantor hereby irrevocably and unconditionally agrees that service of all writs, process and summonses in any suit, action or proceeding pursuant to Section 13.7(a11.6(a) or Section 13.7(b11.6(b) may be effected by the mailing of copies thereof by registered or certified mail, postage prepaid, to it at its address for notices pursuant to Section 13.9 11.8 (with copies to such other Persons as specified therein); provided, however, that nothing contained in this Section 12.3(c11.6(c) shall affect the right of any party to serve process in any other manner permitted by Law;. (d) Nothing in this Section 13.7 11.6 shall constitute consent to jurisdiction in any court by the FDIC, other than as expressly provided FDIC (in Section 13.7(a)(iiiany capacity) and Section 13.7(a)(iv), or in any way limit the FDIC’s right of the FDIC (in any capacity) to remove, transfer, seek to dismiss, or otherwise respond to any suit, action, or proceeding against it in any forum.

Jurisdiction; Venue and Service. (a) Each GrantorThe Company, for on behalf of itself and its Affiliates, hereby irrevocably and unconditionally: (i) consents to the jurisdiction of the United States District Court for the Southern District of New York and to the jurisdiction of the United States District Court for the District of Columbia for any suit, action or proceeding against it or any of its Affiliates commenced by the Collateral Agent, the Purchase Money Notes Guarantor or the Initial Member arising out of, relating to, or in connection with this Agreement or any other Ancillary Transaction Document, and waives any right to: (A) remove or transfer such suit, action or proceeding to any other court or dispute-resolution forum (other than the court in which the Collateral Agent, the Purchase Money Notes Guarantor or the Initial Member, as applicable, Member files the suitaction, action suit or proceeding proceeding) without the consent of the Collateral Agent, the Purchase Money Notes Guarantor or the Initial Member, as applicable; (B) assert that venue is improper in either the United States District Court for the Southern District of New York or the United States District Court for the District of Columbia; or (C) assert that the United States District Court for the Southern District of New York or the United States District Court for the District of Columbia is an inconvenient forum.; (ii) consents to the jurisdiction of the Supreme Court of the State of New York York, County of New York, for any suit, action or proceeding against it or any of its Affiliates commenced by the Collateral Agent, the Purchase Money Notes Guarantor or the Initial Member arising out of, relating to, or in connection with this Agreement or any other Ancillary Transaction Document (other than the LLC Operating Agreement), and waives any right to: (A) remove or transfer such suit, action or proceeding to any other court or dispute-resolution forum without the consent of the Collateral Agent, the Purchase Money Notes Guarantor or the Initial Member, as applicable); (B) assert that venue is improper in the Supreme Court of thethe State of New York, County of New York; or (C) assert that the Supreme Court of the State of New York isYork, County of New York, is an inconvenient forum; (iii) agrees to bring any suit, action or proceeding by any Grantor the Company, or its Affiliates Affiliate against the Collateral Agent, the Purchase Money Notes Guarantor or the Initial Member arising out of, relating to, or in connection with this Agreement or any Ancillary Document Transaction Document, in only either the United States District Court for the Southern District of New York or the United States District Court for the District of Columbia, and waives any right to remove or transfer such suit, action or proceeding to any other court or dispute-resolution forum without the consent of the Collateral Agent, the Purchase Money Notes Guarantor or the Initial Member, as applicable, and agrees to consent thereafter to transfer of the suit, action or proceeding to either the United States District Court for the Southern District of New York or the United States District Court for the District of Columbia at the option of the Collateral Agent, the Purchase Money Notes Guarantor or the Initial Member, as applicable; and (iv) agrees, if the United States District Court for the Southern District of New York and the United States District Court for the District of Columbia both lack jurisdiction to hear a suit, action or proceeding falling within Section 13.7(a)(iii8.7(a)(iii), to bring that suit, action or proceeding in only the Supreme Court of the State of New York, County of New York, and waives any right to remove or transfer such suit, action or proceeding to any other court or dispute-resolution forum without the consent of the Collateral Agent, the Purchase Money Notes Guarantor or the Initial Member, as applicable. (b) Each Grantorof the Private Owner and the Company, on behalf of itself and its Affiliates, hereby irrevocably and unconditionally agrees that any final judgment entered against it in any suit, action or proceeding falling within Section 13.7(a8.7(a) may be enforced in any court of competent jurisdiction;. (c) Subject to the provisions of Section 13.7(d8.7(d), each Grantorof the Private Owner and the Company, on behalf of itself and its Affiliates, Collateral Agent, Purchase Money Notes Guarantor and the Initial Member hereby irrevocably and unconditionally agrees that service of all writs, process and summonses in any suit, action or proceeding pursuant to Section 13.7(a8.7(a) or Section 13.7(b8.7(b) may be effected by the mailing of copies thereof by registered or certified mail, postage prepaid, to it at its address for notices pursuant to Section 13.9 Sections 7.1 and 7.4 (with copies to such other Persons as specified therein); provided, however, that nothing contained in this Section 12.3(c8.7(c) shall affect the right of any party to serve process in any other manner permitted by Law;. (d) Nothing in this Section 13.7 8.7 shall constitute consent to jurisdiction in any court by the FDIC, other than as expressly provided in Section 13.7(a)(iii8.7(a)(iii) and Section 13.7(a)(iv8.7(a)(iv), or in any way limit the FDIC’s right to remove, transfer, seek to dismiss, or otherwise respond to any suit, action, or proceeding against it in any forum.

Jurisdiction; Venue and Service. (a) Each GrantorNoteholder (if such Noteholder is not the FDIC; any Noteholder that is not the FDIC, for a “Non-FDIC Noteholder”), on behalf of itself and its Affiliates, hereby irrevocably and unconditionally: (i) consents to the jurisdiction of the United States District Court for the Southern District of New York and to the jurisdiction of the United States District Court for the District of Columbia for any suit, action or proceeding against it or any of its Affiliates commenced by the Collateral Agent, the Purchase Money Notes Guarantor or any other Noteholder (if such other Noteholder is the Initial Member FDIC; the Noteholder that is the FDIC, the “FDIC Noteholder”) arising out of, relating to, or in connection with this Guaranty Agreement or any other Ancillary Document, and waives any right to: (A) remove or transfer such suit, action or proceeding to any court or dispute-resolution forum other than the court in which the Collateral Agent, the Purchase Money Notes Guarantor or the Initial Member, as applicable, FDIC Noteholder files the suit, action or proceeding without the consent of the Collateral Agent, the Purchase Money Notes Guarantor or the Initial MemberFDIC Noteholder, as applicable;; 8 Multibank Structured Transaction 2009-1 CML-ADC Purchase Money Notes Guaranty Agreement 468-003/AGR/2390426.5 (B) assert that venue is improper in either the United States District Court for the Southern District of New York or the United States District Court for the District of Columbia; or (C) assert that the United States District Court for the Southern District of New York or the United States District Court for the District of Columbia is an inconvenient forum. (ii) consents to the jurisdiction of the Supreme Court of the State of New York for any suit, action or proceeding against it or any of its Affiliates commenced by the Collateral Agent, the Purchase Money Notes Guarantor or the Initial Member FDIC Noteholder arising out of, relating to, or in connection with this Guaranty Agreement or any other Ancillary Document (other than the LLC Operating Agreement), and waives any right to: (A) remove or transfer such suit, action or proceeding to any other court or dispute-resolution forum without the consent of the Collateral Agent, the Purchase Money Notes Guarantor or the Initial MemberFDIC Noteholder, as applicable; (B) assert that venue is improper in the Supreme Court of thethe State of New York; or (C) assert that the Supreme Court of the State of New York isis an inconvenient forum. (iii) agrees to bring any suit, action or proceeding by any Grantor Non-FDIC Noteholder, or its Affiliates against the Collateral Agent, the Purchase Money Notes Guarantor or the Initial Member FDIC Noteholder arising out of, relating to, or in connection with this Agreement or any Ancillary Document in only either the United States District Court for the Southern District of New York or the United States District Court for the District of Columbia, and waives any right to remove or transfer such suit, action or proceeding to any other court or dispute-resolution forum without the consent of the Collateral Agent, the Purchase Money Notes Guarantor or the Initial MemberFDIC Noteholder, as applicable, and agrees to consent thereafter to transfer of the suit, action or proceeding to either the United States District Court for the Southern District of New York or the United States District Court for the District of Columbia at the option of the Collateral Agent, the Purchase Money Notes Guarantor or the Initial MemberFDIC Noteholder, as applicable; and (iv) agrees, if the United States District Court for the Southern District of New York and the United States District Court for the District of Columbia both lack jurisdiction to hear a suit, action or proceeding falling within Section 13.7(a)(iii23(a)(iii), to bring that suit, action or proceeding in only the Supreme Court of the State of New York, and waives any right to remove or transfer such suit, action or proceeding to any other court or dispute-resolution forum without the consent of the Collateral Agent, the Purchase Money Notes Guarantor or the Initial MemberFDIC Noteholder, as applicable. (b) Each GrantorNon-FDIC Noteholder, on behalf of itself and its Affiliates, hereby irrevocably and unconditionally agrees that any final judgment entered against it in any suit, 9 Multibank Structured Transaction 2009-1 CML-ADC Purchase Money Notes Guaranty Agreement 468-003/AGR/2390426.5 action or proceeding falling within Section 13.7(a23(a) may be enforced in any court of competent jurisdiction;. (c) Subject to the provisions of Section 13.7(d23(d), each GrantorNoteholder, on behalf of itself and its Affiliates, Collateral Agent, and the Purchase Money Notes Guarantor and Initial Member hereby irrevocably and unconditionally agrees that service of all writs, process and summonses in any suit, action or proceeding pursuant to Section 13.7(a23(a) or Section 13.7(b23(b) may be effected by the mailing of copies thereof by registered or certified mail, postage prepaid, to it at its address for notices pursuant to Section 13.9 18 (with copies to such other Persons as specified therein); provided, however, that nothing contained in this Section 12.3(c23(c) shall affect the right of any party to serve process in any other manner permitted by Law;. (d) Nothing in this Section 13.7 23 shall constitute consent to jurisdiction in any court by the FDIC, other than as expressly provided in Section 13.7(a)(iii23(a)(iii) and Section 13.7(a)(iv23(a)(iv), or in any way limit the FDIC’s right to remove, transfer, seek to dismiss, or otherwise respond to any suit, action, or proceeding against it in any forum.

Jurisdiction; Venue and Service. (a) Each Grantorof the Company and the Bank, for itself and its Affiliates, hereby irrevocably and unconditionally: (i) consents to the jurisdiction of the United States District Court for the Southern District of New York and to the jurisdiction of the United States District Court for the District of Columbia for any suit, action or proceeding against it or any of its Affiliates commenced by the Collateral Agent, the Purchase Money Notes Guarantor or the Initial Member Collateral Agent arising out of, relating to, or in connection with this Agreement or any other Ancillary Document, and waives any right to: (A) remove or transfer such suit, action or proceeding to any court or dispute-resolution forum other than the court in which the Collateral Agent, the Purchase Money Notes Guarantor or the Initial MemberCollateral Agent, as applicable, files the suit, action or proceeding without the consent of the Collateral Agent, the Purchase Money Notes Guarantor or the Initial MemberCollateral Agent, as applicable; (B) assert that venue is improper in either the United States District Court for the Southern District of New York or the United States District Court for the District of Columbia; or (C) assert that the United States District Court for the Southern District of New York or the United States District Court for the District of Columbia is an inconvenient forum. (ii) consents to the jurisdiction of the Supreme Court of the State of New York for any suit, action or proceeding against it or any of its Affiliates commenced by the Collateral Agent, the Purchase Money Notes Guarantor or the Initial Member Collateral Agent arising out of, relating to, or in connection with this Agreement or any other Ancillary Document (other than the LLC Operating Agreement), and waives any right to: (A) remove or transfer such suit, action or proceeding to any other court or dispute-resolution forum without the consent of the Collateral Agent, the Purchase Money Notes Guarantor or the Initial MemberCollateral Agent, as applicable; (B) assert that venue is improper in the Supreme Court of thethe State of New York; or (C) assert that the Supreme Court of the State of New York isis an inconvenient forum. (iii) agrees to bring any suit, action or proceeding by any Grantor the Company, the Bank, or its Affiliates Affiliate against the Collateral Agent, the Purchase Money Notes Guarantor or the Initial Member arising out of, relating to, or in connection with this Agreement or any Ancillary Document Collateral Agent in only either the United States District Court for the Southern District of New York or the United States District Court for the District of Columbia, and waives any right to remove or transfer such suit, action or proceeding to any other court or dispute-resolution forum without the consent of the Collateral AgentInitial Member, the Purchase Money Notes Guarantor or the Initial MemberCollateral Agent, as applicable, and agrees to consent thereafter to transfer of the suit, action or proceeding to either the United States District Court for the Southern District of New York or the United States District Court for the District of Columbia at the option of the Collateral AgentInitial Member, the Purchase Money Notes Guarantor or the Initial MemberCollateral Agent, as applicable; and; (iv) agrees, if the United States District Court for the Southern District of New York and the United States District Court for the District of Columbia both lack jurisdiction to hear a suit, action or proceeding falling within Section 13.7(a)(iii19.3(a)(iii), to bring that suit, action or proceeding in only the Supreme Court of the State of New York, and waives any right to remove or transfer such suit, action or proceeding to any other court or dispute-resolution forum without the consent of the Collateral Agent, the Purchase Money Notes Guarantor or the Initial MemberCollateral Agent, as applicable; and (v) agrees that any final judgment entered against it in any suit, action or proceeding falling within Section 19.3(a) may be enforced in any court of competent jurisdiction. (b) Each Grantorof the Company and the Bank, on behalf of itself and its Affiliates, hereby irrevocably and unconditionally agrees that any final judgment entered against it in any suit, action or proceeding falling within Section 13.7(a19.3(a) may be enforced in any court of competent jurisdiction;. (c) Subject to the provisions of Section 13.7(d19.3(d), each Grantorof the Company and the Bank, on behalf of itself and its Affiliates, Collateral Agentand each of the Initial Member, the Private Owner, the Purchase Money Notes Guarantor and Initial Member the Collateral Agent hereby irrevocably and unconditionally agrees that service of all writs, process and summonses in any suit, action or proceeding pursuant to Section 13.7(a19.3(a) or Section 13.7(b19.3(b) may be effected by the mailing of copies thereof by registered or certified mail, postage prepaid, to it at its address for notices pursuant to Section 13.9 18.1 (with copies to such other Persons as specified therein); provided, however, that nothing contained in this Section 12.3(c19.3(c) shall affect the right of any party to serve process in any other manner permitted by Law;. (d) Nothing in this Section 13.7 19.3 shall constitute consent to jurisdiction in any court by the FDIC, other than as expressly provided in Section 13.7(a)(iii19.3(a)(iii) and Section 13.7(a)(iv19.3(a)(iv), or in any way limit the FDIC’s right to remove, transfer, seek to dismiss, or otherwise respond to any suit, action, or proceeding against it in any forum.

Jurisdiction; Venue and Service. (a) Each Grantor, for itself of the Debtors and its Affiliates, the Company hereby irrevocably and unconditionally: (i) consents to the jurisdiction of the United States District Court for the Southern District of New York and to the jurisdiction of the United States District Court for the District of Columbia for any suit, action or proceeding against it or any of its Affiliates commenced by the Collateral Agent, the Purchase Money Notes Guarantor or the Initial Member FDIC (in any capacity) arising out of, relating to, or in connection with this Agreement or any other Ancillary PA Financing Transaction Document, and waives any right to: (A) remove or transfer such suit, action or proceeding to any court or dispute-resolution forum other than the court in which the Collateral AgentFDIC (in the capacity in which it is a party in such suit, the Purchase Money Notes Guarantor action or the Initial Member, as applicable, proceeding) files the suit, action or proceeding without the consent of the Collateral AgentFDIC (in the capacity in which it is a party in such suit, the Purchase Money Notes Guarantor action or the Initial Member, as applicableproceeding); (B) assert that venue is improper in either the United States District Court for the Southern District of New York or the United States District Court for the District of Columbia; or (C) assert that the United States District Court for the Southern District of New York or the United States District Court for the District of Columbia is an inconvenient forum. (ii) consents to the jurisdiction of the Supreme Court of the State of New York for any suit, action or proceeding against it or any of its Affiliates commenced by the Collateral Agent, the Purchase Money Notes Guarantor or the Initial Member FDIC (in any capacity) arising out of, relating to, or in connection with this Agreement or any other Ancillary Document (other than the LLC Operating Agreement)PA Financing Transaction Document, and waives any right to: (A) remove or transfer such suit, action or proceeding to any other court or dispute-resolution forum forum, other than the courts identified in Section 19.3(a)(i), without the consent of the Collateral AgentFDIC (in the capacity in which it is a party in such suit, the Purchase Money Notes Guarantor action or the Initial Member, as applicableproceeding); (B) assert that venue is improper in the Supreme Court of thethe State of New York; or (C) assert that the Supreme Court of the State of New York isis an inconvenient forum. (iii) agrees to bring any suit, action or proceeding by any Grantor Debtor or its Affiliates the Company against the Collateral Agent, the Purchase Money Notes Guarantor or the Initial Member FDIC (in any capacity) arising out of, relating to, or in connection with this Agreement or any Ancillary other PA Financing Transaction Document exclusively in only either the United States District Court for the Southern District of New York or the United States District Court for the District of Columbia, and waives any right to remove or transfer such suit, action or proceeding to any other court or dispute-resolution forum without the consent of the Collateral AgentFDIC (in the capacity in which it is a party in such suit, the Purchase Money Notes Guarantor action or the Initial Member, as applicableproceeding), and agrees to consent thereafter to transfer of the suit, action or proceeding to either the United States District Court for the Southern District of New York or the United States District Court for the District of Columbia at the option of the Collateral AgentFDIC (in the capacity in which it is a party in such suit, the Purchase Money Notes Guarantor action or the Initial Member, as applicableproceeding); and (iv) agrees, if the United States District Court for the Southern District of New York and the United States District Court for the District of Columbia both lack jurisdiction to hear a suit, action or proceeding falling within Section 13.7(a)(iii19.3(a)(iii), to bring that suit, action or proceeding exclusively in only the Supreme Court of the State of New York, and waives any right to remove or transfer such suit, action or proceeding to any other court or dispute-resolution forum without the consent of the Collateral AgentFDIC (in the capacity in which it is a party in such suit, the Purchase Money Notes Guarantor action or the Initial Member, as applicableproceeding). (b) Each Grantor, on behalf of itself the Debtors and its Affiliates, the Company hereby irrevocably and unconditionally agrees that any final judgment entered against it in any suit, action or proceeding falling within Section 13.7(a19.3(a) may be enforced in any court of competent jurisdiction;. (c) Subject to the provisions of Section 13.7(d19.3(d), each Grantor, on behalf of itself the Debtors and its Affiliates, Collateral Agent, Purchase Money Notes Guarantor and Initial Member the Company hereby irrevocably and unconditionally agrees that service of all writs, process and summonses in any suit, action or proceeding pursuant to Section 13.7(a19.3(a) or Section 13.7(b19.3(b) may be effected by the mailing of copies thereof by registered or certified mail, postage prepaid, to it at its address for notices pursuant to Section 13.9 18.1 (with copies to such other Persons as specified therein); provided, however, that nothing contained in this Section 12.3(c19.3(c) shall affect the right of any party to serve process in any other manner permitted by Law;Xxx. (d) Nothing in this Section 13.7 19.3 shall constitute consent to jurisdiction in any court by the FDIC, other than as expressly provided FDIC (in Section 13.7(a)(iii) and Section 13.7(a)(ivany capacity), or in any way limit the FDIC’s right of the FDIC (in any capacity) to remove, transfer, seek to dismiss, or otherwise respond to any suit, action, or proceeding against it in any forum.

Jurisdiction; Venue and Service. (a) Each Grantorof the Company and the Bank, for itself and its Affiliates, hereby irrevocably and unconditionally: (i) consents to the jurisdiction of the United States District Court for the Southern District of New York and to the jurisdiction of the United States District Court for the District of Columbia for any suit, action or proceeding against it or any of its Affiliates commenced by the Collateral Agent, the Purchase Money Notes Guarantor or the Initial Member Collateral Agent arising out of, relating to, or in connection with this Agreement or any other Ancillary Document, and waives any right to: (A) remove or transfer such suit, action or proceeding to any court or dispute-resolution forum other than the court in which the Collateral Agent, the Purchase Money Notes Guarantor or the Initial MemberCollateral Agent, as applicable, files the suit, action or proceeding without the consent of the Collateral Agent, the Purchase Money Notes Guarantor or the Initial MemberCollateral Agent, as applicable; (B) assert that venue is improper in either the United States District Court for the Southern District of New York or the United States District Court for the District of Columbia; or (C) assert that the United States District Court for the Southern District of New York or the United States District Court for the District of Columbia is an inconvenient forum. (ii) consents to the jurisdiction of the Supreme Court of the State of New York for any suit, action or proceeding against it or any of its Affiliates commenced by the Collateral Agent, the Purchase Money Notes Guarantor or the Initial Member Collateral Agent arising out of, relating to, or in connection with this Agreement or any other Ancillary Document (other than the LLC Operating Agreement), and waives any right to: (A) remove or transfer such suit, action or proceeding to any other court or dispute-resolution forum without the consent of the Collateral Agent, the Purchase Money Notes Guarantor or the Initial MemberCollateral Agent, as applicable; ; State of New York; or (B) assert that venue is improper in the Supreme Court of the the inconvenient forum. (C) assert that the Supreme Court of the State of New York isis an (iii) agrees to bring any suit, action or proceeding by any Grantor the Company, the Bank, or its Affiliates Affiliate against the Collateral Agent, the Purchase Money Notes Guarantor or the Initial Member arising out of, relating to, or in connection with this Agreement or any Ancillary Document Collateral Agent in only either the United States District Court for the Southern District of New York or the United States District Court for the District of Columbia, and waives any right to remove or transfer such suit, action or proceeding to any other court or dispute-resolution forum without the consent of the Collateral AgentInitial Member, the Purchase Money Notes Guarantor or the Initial MemberCollateral Agent, as applicable, and agrees to consent thereafter to transfer of the suit, action or proceeding to either the United States District Court for the Southern District of New York or the United States District Court for the District of Columbia at the option of the Collateral AgentInitial Member, the Purchase Money Notes Guarantor or the Initial MemberCollateral Agent, as applicable; and; (iv) agrees, if the United States District Court for the Southern District of New York and the United States District Court for the District of Columbia both lack jurisdiction to hear a suit, action or proceeding falling within Section 13.7(a)(iii19.3(a)(iii), to bring that suit, action or proceeding in only the Supreme Court of the State of New York, and waives any right to remove or transfer such suit, action or proceeding to any other court or dispute-resolution forum without the consent of the Collateral Agent, the Purchase Money Notes Guarantor or the Initial MemberCollateral Agent, as applicable; and (v) agrees that any final judgment entered against it in any suit, action or proceeding falling within Section 19.3(a) may be enforced in any court of competent jurisdiction. (b) Each Grantorof the Company and the Bank, on behalf of itself and its Affiliates, hereby irrevocably and unconditionally agrees that any final judgment entered against it in any suit, action or proceeding falling within Section 13.7(a19.3(a) may be enforced in any court of competent jurisdiction;. (c) Subject to the provisions of Section 13.7(d19.3(d), each Grantorof the Company and the Bank, on behalf of itself and its Affiliates, Collateral Agentand each of the Initial Member, the Private Owner, the Purchase Money Notes Guarantor and Initial Member the Collateral Agent hereby irrevocably and unconditionally agrees that service of all writs, process and summonses in any suit, action or proceeding pursuant to Section 13.7(a19.3(a) or Section 13.7(b19.3(b) may be effected by the mailing of copies thereof by registered or certified mail, postage prepaid, to it at its address for notices pursuant to Section 13.9 18.1 (with copies to such other Persons as specified therein); provided, however, that nothing contained in this Section 12.3(c19.3(c) shall affect the right of any party to serve process in any other manner permitted by Law;. (d) Nothing in this Section 13.7 19.3 shall constitute consent to jurisdiction in any court by the FDIC, other than as expressly provided in Section 13.7(a)(iii19.3(a)(iii) and Section 13.7(a)(iv19.3(a)(iv), or in any way limit the FDIC’s right to remove, transfer, seek to dismiss, or otherwise respond to any suit, action, or proceeding against it in any forum.

Jurisdiction; Venue and Service. (a) Each Grantor, for itself and its Affiliates, hereby irrevocably and unconditionally: (i) consents to the jurisdiction of the United States District Court for the Southern District of New York and to the jurisdiction of the United States District Court for the District of Columbia for any suit, action or proceeding against it or any of its Affiliates commenced by the Collateral Agent, the Purchase Money Notes Note Guarantor or the Initial Member arising out of, relating to, or in connection with this Agreement or any other Ancillary Document, and waives any right to: (A) remove or transfer such suit, action or proceeding to any court or dispute-resolution forum other than the court in which the Collateral Agent, the Purchase Money Notes Note Guarantor or the Initial Member, as applicable, files the suit, action or proceeding without the consent of the Collateral Agent, the Purchase Money Notes Note Guarantor or the Initial Member, as applicable; (B) assert that venue is improper in the United States District Court for the Southern District of New York or the United States District Court for the District of Columbia; or (C) assert that the United States District Court for the Southern District of New York or the United States District Court for the District of Columbia is an inconvenient forum. (ii) consents to the jurisdiction of the Supreme Court of the State of New York for any suit, action or proceeding against it or any of its Affiliates commenced by the Collateral Agent, the Purchase Money Notes Note Guarantor or the Initial Member arising out of, relating to, or in connection with this Agreement or any other Ancillary Document (other than the LLC Operating Agreement), and waives any right to: (A) remove or transfer such suit, action or proceeding to any other court or dispute-resolution forum without the consent of the Collateral Agent, the Purchase Money Notes Note Guarantor or the Initial Member, as applicable; (B) assert that venue is improper in the Supreme Court of the the State of New York; or (C) assert that the Supreme Court of the State of New York isis an inconvenient forum. (iii) agrees to bring any suit, action or proceeding by any Grantor or its Affiliates against the Collateral Agent, the Purchase Money Notes Note Guarantor or the Initial Member arising out of, relating to, or in connection with this Agreement or any Ancillary Document in only either the United States District Court for the Southern District of New York or the United States District Court for the District of Columbia, and waives any right to remove or transfer such suit, action or proceeding to any other court or dispute-resolution forum without the consent of the Collateral Agent, the Purchase Money Notes Note Guarantor or the Initial Member, as applicable, and agrees to consent thereafter to transfer of the suit, action or proceeding to either the United States District Court for the Southern District of New York or the United States District Court for the District of Columbia at the option of the Collateral Agent, the Purchase Money Notes Note Guarantor or the Initial Member, as applicable; and (iv) agrees, if the United States District Court for the Southern District of New York and the United States District Court for the District of Columbia both lack jurisdiction to hear a suit, action or proceeding falling within Section 13.7(a)(iii), to bring that suit, action or proceeding in only the Supreme Court of the State of New York, and waives any right to remove or transfer such suit, action or proceeding to any other court or dispute-resolution forum without the consent of the Collateral Agent, the Purchase Money Notes Note Guarantor or the Initial Member, as applicable. (b) Each Grantor, on behalf of itself and its Affiliates, hereby irrevocably and unconditionally agrees that any final judgment entered against it in any suit, action or proceeding falling within Section 13.7(a) may be enforced in any court of competent jurisdiction; (c) Subject to the provisions of Section 13.7(d), each Grantor, on behalf of itself and its Affiliates, the Collateral Agent, the Purchase Money Notes Note Guarantor and the Initial Member hereby irrevocably and unconditionally agrees that service of all writs, process and summonses in any suit, action or proceeding pursuant to Section 13.7(a) or Section 13.7(b) may be effected by the mailing of copies thereof by registered or certified mail, postage prepaid, to it at its address for notices pursuant to Section 13.9 (with copies to such other Persons as specified therein); provided, however, that nothing contained in this Section 12.3(c13.7(c) shall affect the right of any party to serve process in any other manner permitted by Law; (d) Nothing in this Section 13.7 shall constitute consent to jurisdiction in any court by the FDIC, other than as expressly provided in Section 13.7(a)(iii) and Section 13.7(a)(iv), or in any way limit the FDIC’s right to remove, transfer, seek to dismiss, or otherwise respond to any suit, action, or proceeding against it in any forum.

Jurisdiction; Venue and Service. (a) Each GrantorThe Company, for on behalf of itself and its Affiliates, hereby irrevocably and unconditionally: (i) consents to the jurisdiction of the United States District Court for the Southern District of New York and to the jurisdiction of the United States District Court for the District of Columbia for any suit, action or proceeding against it or any of its Affiliates commenced by the Collateral Agent, the Purchase Money Notes Guarantor or the Initial Member arising out of, relating to, or in connection with this Agreement or any other Ancillary Document, and waives any right to: (A) remove or transfer such suit, action or proceeding to any other court or dispute-resolution forum (other than the court in which the Collateral Agent, the Purchase Money Notes Guarantor or the Initial Member, as applicable, Member files the suitaction, action suit or proceeding proceeding) without the consent of the Collateral Agent, the Purchase Money Notes Guarantor or the Initial Member, as applicable; (B) assert that venue is improper in either the United States District Court for the Southern District of New York or the United States District Court for the District of Columbia; or (C) assert that the United States District Court for the Southern District of New York or the United States District Court for the District of Columbia is an inconvenient forum.; (ii) consents to the jurisdiction of the Supreme Court of the State of New York York, County of New York, for any suit, action or proceeding against it or any of its Affiliates commenced by the Collateral Agent, the Purchase Money Notes Guarantor or the Initial Member arising out of, relating to, or in connection with this Agreement or any other Ancillary Document (other than the LLC Operating Agreement), and waives any right to: (A) remove or transfer such suit, action or proceeding to any other court or dispute-resolution forum without the consent of the Collateral Agent, the Purchase Money Notes Guarantor or the Initial Member, as applicable); (B) assert that venue is improper in the Supreme Court of thethe State of New York, County of New York; or (C) assert that the Supreme Court of the State of New York isYork, County of New York, is an inconvenient forum; (iii) agrees to bring any suit, action or proceeding by any Grantor the Company, or its Affiliates Affiliate against the Collateral Agent, the Purchase Money Notes Guarantor or the Initial Member arising out of, relating to, or in connection with this Agreement or any Ancillary Document Document, in only either the United States District Court for the Southern District of New York or the United States District Court for the District of Columbia, and waives any right to remove or transfer such suit, action or proceeding to any other court or dispute-dispute- resolution forum without the consent of the Collateral Agent, the Purchase Money Notes Guarantor or the Initial Member, as applicable, and agrees to consent thereafter to transfer of the suit, action or proceeding to either the United States District Court for the Southern District of New York or the United States District Court for the District of Columbia at the option of the Collateral Agent, the Purchase Money Notes Guarantor or the Initial Member, as applicable; and; (iv) agrees, if the United States District Court for the Southern District of New York and the United States District Court for the District of Columbia both lack jurisdiction to hear a suit, action or proceeding falling within Section 13.7(a)(iii8.7(a)(iii), to bring that suit, action or proceeding in only the Supreme Court of the State of New York, County of New York, and waives any right to remove or transfer such suit, action or proceeding to any other court or dispute-resolution forum without the consent of the Collateral Agent, the Purchase Money Notes Guarantor or the Initial Member, as applicable.; (b) Each Grantorof the Private Owner and the Company, on behalf of itself and its Affiliates, hereby irrevocably and unconditionally agrees that any final judgment entered against it in any suit, action or proceeding falling within Section 13.7(a8.7(a) may be enforced in any court of competent jurisdiction; (c) Subject to the provisions of Section 13.7(d8.7(d), each Grantorof the Private Owner and the Company, on behalf of itself and its Affiliates, Collateral Agent, Purchase Money Notes Guarantor and the Initial Member hereby irrevocably and unconditionally agrees that service of all writs, process and summonses in any suit, action or proceeding pursuant to Section 13.7(a8.7(a) or Section 13.7(b8.7(b) may be effected by the mailing of copies thereof by registered or certified mail, postage prepaid, to it at its address for notices pursuant to Section 13.9 Sections 7.1 and 7.4 (with copies to such other Persons as specified therein); provided, however, that nothing contained in this Section 12.3(c8.7(c) shall affect the right of any party to serve process in any other manner permitted by Law;; and (d) Nothing in this Section 13.7 8.7 shall constitute consent to jurisdiction in any court by the FDIC, other than as expressly provided in Section 13.7(a)(iii8.7(a)(iii) and Section 13.7(a)(iv8.7(a)(iv), or in any way limit the FDIC’s right to remove, transfer, seek to dismiss, or otherwise respond to any suit, action, or proceeding against it in any forum.

Jurisdiction; Venue and Service. (a) Each Grantorof the Company and the Bank, for itself and its Affiliates, hereby irrevocably and unconditionally: (i) consents to the jurisdiction of the United States District Court for the Southern District of New York and to the jurisdiction of the United States District Court for the District of Columbia for any suit, action or proceeding against it or any of its Affiliates commenced by the Collateral Agent, the Purchase Money Notes Note Guarantor or the Initial Member Collateral Agent arising out of, relating to, or in connection with this Agreement or any other Ancillary Document, and waives any right to: (A) remove or transfer such suit, action or proceeding to any court or dispute-resolution forum other than the court in which the Collateral Agent, the Purchase Money Notes Note Guarantor or the Initial MemberCollateral Agent, as applicable, files the suit, action or proceeding without the consent of the Collateral Agent, the Purchase Money Notes Note Guarantor or the Initial MemberCollateral Agent, as applicable; (B) assert that venue is improper in either the United States District Court for the Southern District of New York or the United States District Court for the District of Columbia; or (C) assert that the United States District Court for the Southern District of New York or the United States District Court for the District of Columbia is an inconvenient forum. (ii) consents to the jurisdiction of the Supreme Court of the State of New York for any suit, action or proceeding against it or any of its Affiliates commenced by the Collateral Agent, the Purchase Money Notes Note Guarantor or the Initial Member Collateral Agent arising out of, relating to, or in connection with this Agreement or any other Ancillary Document (other than the LLC Operating Agreement), and waives any right to: (A) remove or transfer such suit, action or proceeding to any other court or dispute-resolution forum without the consent of the Collateral Agent, the Purchase Money Notes Note Guarantor or the Initial MemberCollateral Agent, as applicable; (B) assert that venue is improper in the Supreme Court of the (C) assert that the Supreme Court of the State of New York is (iii) agrees to bring any suit, action or proceeding by any Grantor the Company, the Bank, or its Affiliates Affiliate against the Collateral Agent, the Purchase Money Notes Note Guarantor or the Initial Member arising out of, relating to, or in connection with this Agreement or any Ancillary Document Collateral Agent in only either the United States District Court for the Southern District of New York or the United States District Court for the District of Columbia, and waives any right to remove or transfer such suit, action or proceeding to any other court or dispute-resolution forum without the consent of the Collateral Agent, the Purchase Money Notes Note Guarantor or the Initial MemberCollateral Agent, as applicable, and agrees to consent thereafter to transfer of the suit, action or proceeding to either the United States District Court for the Southern District of New York or the United States District Court for the District of Columbia at the option of the Collateral Agent, the Purchase Money Notes Note Guarantor or the Initial MemberCollateral Agent, as applicable; and (iv) agrees, if the United States District Court for the Southern District of New York and the United States District Court for the District of Columbia both lack jurisdiction to hear a suit, action or proceeding falling within Section 13.7(a)(iii19.3(a)(iii), to bring that suit, action or proceeding in only the Supreme Court of the State of New York, and waives any right to remove or transfer such suit, action or proceeding to any other court or dispute-resolution forum without the consent of the Collateral Agent, the Purchase Money Notes Note Guarantor or the Initial MemberCollateral Agent, as applicable. (b) Each Grantorof the Company and the Bank, on behalf of itself and its Affiliates, hereby irrevocably and unconditionally agrees that any final judgment entered against it in any suit, action or proceeding falling within Section 13.7(a19.3(a) may be enforced in any court of competent jurisdiction;. (c) Subject to the provisions of Section 13.7(d19.3(d), each Grantorof the Company and the Bank, on behalf of itself and its Affiliates, Collateral Agent, and each of the Purchase Money Notes Note Guarantor and Initial Member the Collateral Agent hereby irrevocably and unconditionally agrees that service of all writs, process and summonses in any suit, action or proceeding pursuant to Section 13.7(a19.3(a) or Section 13.7(b19.3(b) may be effected by the mailing of copies thereof by registered or certified mail, postage prepaid, to it at its address for notices pursuant to Section 13.9 18.1 (with copies to such other Persons as specified therein); provided, however, that nothing contained in this Section 12.3(c19.3(c) shall affect the right of any party to serve process in any other manner permitted by Law;. (d) Nothing in this Section 13.7 19.3 shall constitute consent to jurisdiction in any court by the FDIC, other than as expressly provided in Section 13.7(a)(iii19.3(a)(iii) and Section 13.7(a)(iv19.3(a)(iv), or in any way limit the FDIC’s right to remove, transfer, seek to dismiss, or otherwise respond to any suit, action, or proceeding against it in any forum.

Jurisdiction; Venue and Service. (a) Each Grantorof the Private Owner and the Company, for in each case on behalf of itself and its Affiliates, hereby irrevocably and unconditionally: (i) consents to the jurisdiction of the United States District Court for the Southern District of New York and to the jurisdiction of the United States District Court for the District of Columbia for any suit, action or proceeding against it or any of its Affiliates commenced by the Collateral Agent, the Purchase Money Notes Guarantor or the Initial Member arising out of, relating to, or in connection with this Agreement or any other Ancillary Transaction Document, and waives any right to: (A) remove or transfer such suit, action or proceeding to any court or dispute-resolution forum (other than the court in which the Collateral Agent, the Purchase Money Notes Guarantor or the Initial Member, as applicable, Member files the suitaction, action suit or proceeding proceeding) without the consent of the Collateral Agent, the Purchase Money Notes Guarantor or the Initial Member, as applicable; (B) assert that venue is improper in either the United States District Court for the Southern District of New York or the United States District Court for the District of Columbia; or (C) assert that the United States District Court for the Southern District of New York or the United States District Court for the District of Columbia is an inconvenient forum.; (ii) consents to the jurisdiction of the Supreme Court of the State of New York York, County of New York, for any suit, action or proceeding against it or any of its Affiliates commenced by the Collateral Agent, the Purchase Money Notes Guarantor or the Initial Member arising out of, relating to, or in connection with this Agreement or any other Ancillary Transaction Document (other than the LLC Operating Agreement), and waives any right to: (A) remove or transfer such suit, action or proceeding to any other court or dispute-resolution forum without the consent of the Collateral Agent, the Purchase Money Notes Guarantor or the Initial Member, as applicable); (B) assert that venue is improper in the Supreme Court of thethe State of New York, County of New York; or (C) assert that the Supreme Court of the State of New York, County of New York isis an inconvenient forum; (iii) agrees to bring any suit, action or proceeding by it or any Grantor or of its Affiliates against the Collateral Agent, the Purchase Money Notes Guarantor or the Initial Member arising out of, relating to, or in connection with this Agreement or any Ancillary Transaction Document (other than the LLC Operating Agreement) in only either the United States District Court for the Southern District of New York or the United States District Court for the District of Columbia, and waives any right to remove or transfer such suit, action or proceeding to any other court or dispute-resolution forum without the consent of the Collateral Agent, the Purchase Money Notes Guarantor or the Initial Member, as applicable, and agrees to consent thereafter to transfer of the suit, action or proceeding to either the United States District Court for the Southern District of New York or the United States District Court for the District of Columbia at the option of the Collateral Agent, the Purchase Money Notes Guarantor or the Initial Member, as applicable; and (iv) agrees, if the United States District Court for the Southern District of New York and the United States District Court for the District of Columbia both lack jurisdiction to hear a suit, action or proceeding falling within Section 13.7(a)(iii11(a)(iii), to bring that suit, action or proceeding in only the Supreme Court of the State of New York, County of New York, and waives any right to remove or transfer such suit, action or proceeding to any other court or dispute-resolution forum without the consent of the Collateral Agent, the Purchase Money Notes Guarantor or the Initial Member, as applicable. (b) Each Grantorof the Private Owner and the Company, in each case on behalf of itself and its Affiliates, hereby irrevocably and unconditionally agrees that any final judgment entered against it in any suit, action or proceeding falling within Section 13.7(a11(a) may be enforced in any court of competent jurisdiction;. (c) Subject to the provisions of Section 13.7(d11(d), each Grantorof the Private Owner and the Company, in each case on behalf of itself and its Affiliates, Collateral Agentand the Initial Member, Purchase Money Notes Guarantor and Initial Member hereby irrevocably and unconditionally agrees that service of all writs, process and summonses in any suit, action or proceeding pursuant to Section 13.7(a11(a) or Section 13.7(b11(b) may be effected by the mailing of copies thereof by registered or certified mail, postage prepaid, to it at its address for notices pursuant to Section 13.9 11 (with copies to such other Persons as specified therein); provided, however, that nothing contained in this Section 12.3(c11(c) shall affect the right of any party to serve process in any other manner permitted by Law;. (d) Nothing in this Section 13.7 11 shall constitute consent to jurisdiction in any court by the FDIC, other than as expressly provided in Section 13.7(a)(iii11(a)(iii) and Section 13.7(a)(iv11(a)(iv), or in any way limit the FDIC’s right to remove, transfer, seek to dismiss, or otherwise respond to any suit, action, or proceeding against it the FDIC in any forum.

Jurisdiction; Venue and Service. (a) Each Grantorof the Company and the Bank, for itself and its Affiliates, hereby irrevocably and unconditionally: (i) consents to the jurisdiction of the United States District Court for the Southern District of New York and to the jurisdiction of the United States District Court for the District of Columbia for any suit, action or proceeding against it or any of its Affiliates commenced by the Collateral Agent, the Purchase Money Notes Guarantor or the Initial Member Collateral Agent arising out of, relating to, or in connection with this Agreement or any other Ancillary Document, and waives any right to: (A) remove or transfer such suit, action or proceeding to any court or dispute-resolution forum other than the court in which the Collateral Agent, the Purchase Money Notes Guarantor or the Initial MemberCollateral Agent, as applicable, files the suit, action or proceeding without the consent of the Collateral Agent, the Purchase Money Notes Guarantor or the Initial MemberCollateral Agent, as applicable; (B) assert that venue is improper in either the United States District Court for the Southern District of New York or the United States District Court for the District of Columbia; or (C) assert that the United States District Court for the Southern District of New York or the United States District Court for the District of Columbia is an inconvenient forum. (ii) consents to the jurisdiction of the Supreme Court of the State of New York for any suit, action or proceeding against it or any of its Affiliates commenced by the Collateral Agent, the Purchase Money Notes Guarantor or the Initial Member Collateral Agent arising out of, relating to, or in connection with this Agreement or any other Ancillary Document (other than the LLC Operating Agreement), and waives any right to: (A) remove or transfer such suit, action or proceeding to any other court or dispute-resolution forum without the consent of the Collateral Agent, the Purchase Money Notes Guarantor or the Initial MemberCollateral Agent, as applicable; (B) assert that venue is improper in the Supreme Court of the (C) assert that the Supreme Court of the State of New York is (iii) agrees to bring any suit, action or proceeding by any Grantor the Company, the Bank, or its Affiliates Affiliate against the Collateral Agent, the Purchase Money Notes Guarantor or the Initial Member arising out of, relating to, or in connection with this Agreement or any Ancillary Document Collateral Agent in only either the United States District Court for the Southern District of New York or the United States District Court for the District of Columbia, and waives any right to remove or transfer such suit, action or proceeding to any other court or dispute-resolution forum without the consent of the Collateral Agent, the Purchase Money Notes Guarantor or the Initial MemberCollateral Agent, as applicable, and agrees to consent thereafter to transfer of the suit, action or proceeding to either the United States District Court for the Southern District of New York or the United States District Court for the District of Columbia at the option of the Collateral Agent, the Purchase Money Notes Guarantor or the Initial MemberCollateral Agent, as applicable; and (iv) agrees, if the United States District Court for the Southern District of New York and the United States District Court for the District of Columbia both lack jurisdiction to hear a suit, action or proceeding falling within Section 13.7(a)(iii19.3(a)(iii), to bring that suit, action or proceeding in only the Supreme Court of the State of New York, and waives any right to remove or transfer such suit, action or proceeding to any other court or dispute-resolution forum without the consent of the Collateral Agent, the Purchase Money Notes Guarantor or the Initial MemberCollateral Agent, as applicable. (b) Each Grantorof the Company and the Bank, on behalf of itself and its Affiliates, hereby irrevocably and unconditionally agrees that any final judgment entered against it in any suit, action or proceeding falling within Section 13.7(a19.3(a) may be enforced in any court of competent jurisdiction;. (c) Subject to the provisions of Section 13.7(d19.3(d), each Grantorof the Company and the Bank, on behalf of itself and its Affiliates, Collateral Agent, and each of the Purchase Money Notes Guarantor and Initial Member the Collateral Agent hereby irrevocably and unconditionally agrees that service of all writs, process and summonses in any suit, action or proceeding pursuant to Section 13.7(a19.3(a) or Section 13.7(b19.3(b) may be effected by the mailing of copies thereof by registered or certified mail, postage prepaid, to it at its address for notices pursuant to Section 13.9 18.1 (with copies to such other Persons as specified therein); provided, however, that nothing contained in this Section 12.3(c19.3(c) shall affect the right of any party to serve process in any other manner permitted by Law;. (d) Nothing in this Section 13.7 19.3 shall constitute consent to jurisdiction in any court by the FDIC, other than as expressly provided in Section 13.7(a)(iii19.3(a)(iii) and Section 13.7(a)(iv19.3(a)(iv), or in any way limit the FDIC’s right to remove, transfer, seek to dismiss, or otherwise respond to any suit, action, or proceeding against it in any forum.

Jurisdiction; Venue and Service. (a) Each Grantorof the Private Owner and the Company, for in each case on behalf of itself and its Affiliates, hereby irrevocably and unconditionally: (i) consents to the jurisdiction of the United States District Court for the Southern District of New York and to the jurisdiction of the United States District Court for the District of Columbia for any suit, action or proceeding against it or any of its Affiliates such Affiliate commenced by the Collateral Agent, the Purchase Money Notes Guarantor or the Initial Member arising out of, relating to, or in connection with this Agreement or any other Ancillary Transaction Document, and waives any right to: (A) remove or transfer such suit, action or proceeding to any court or dispute-resolution forum (other than the court in which the Collateral Agent, the Purchase Money Notes Guarantor or the Initial Member, as applicable, Member files the suitaction, action suit or proceeding proceeding) without the consent of the Collateral Agent, the Purchase Money Notes Guarantor or the Initial Member, as applicable; (B) assert that venue is improper in either the United States District Court for the Southern District of New York or the United States District Court for the District of Columbia; or (C) assert that the United States District Court for the Southern District of New York or the United States District Court for the District of Columbia is an inconvenient forum.; (ii) consents to the jurisdiction of the Supreme Court of the State of New York York, County of New York, for any suit, action or proceeding against it or any of its Affiliates such Affiliate commenced by the Collateral Agent, the Purchase Money Notes Guarantor or the Initial Member arising out of, relating to, or in connection with this Agreement or any other Ancillary Transaction Document (other than the LLC Operating Agreement), and waives any right to: (A) remove or transfer such suit, action or proceeding to any other court or dispute-resolution forum without the consent of the Collateral Agent, the Purchase Money Notes Guarantor or the Initial Member, as applicable; (B) assert that venue is improper in the Supreme Court of thethe State of New York, County of New York; or (C) assert that the Supreme Court of the State of New York, County of New York isis an inconvenient forum; (iii) agrees to bring any suit, action or proceeding by it or any Grantor or its Affiliates such Affiliate against the Collateral Agent, the Purchase Money Notes Guarantor or the Initial Member arising out of, relating to, or in connection with this Agreement or any Ancillary Transaction Document (other than the LLC Operating Agreement) in only either the United States District Court for the Southern District of New York or the United States District Court for the District of Columbia, and waives any right to remove or transfer such suit, action or proceeding to any other court or dispute-resolution forum without the consent of the Collateral Agent, the Purchase Money Notes Guarantor or the Initial Member, as applicable, and agrees to consent thereafter to transfer of the suit, action or proceeding to either the United States District Court for the Southern District of New York or the United States District Court for the District of Columbia at the option of the Collateral Agent, the Purchase Money Notes Guarantor or the Initial Member, as applicable; and; (iv) agrees, if the United States District Court for the Southern District of New York and the United States District Court for the District of Columbia both lack jurisdiction to hear a suit, action or proceeding falling within Section 13.7(a)(iii11(a)(iii), to bring that suit, action or proceeding in only the Supreme Court of the State of New York, County of New York, and waives any right to remove or transfer such suit, action or proceeding to any other court or dispute-resolution forum without the consent of the Collateral Agent, the Purchase Money Notes Guarantor or the Initial Member; and (v) agrees, as applicablein any suit, action or proceeding that is brought in the Supreme Court of the State of New York for New York County in accordance with the above provisions of this Section 11(a), to request that such suit, action or proceeding be referred to the Commercial Division of such Court. (b) Each Grantorof the Private Owner and the Company, in each case on behalf of itself and its Affiliates, hereby irrevocably and unconditionally agrees that any final judgment entered against it in any suit, action or proceeding falling within Section 13.7(a11(a) may be enforced in any court of competent jurisdiction;. (c) Subject to the provisions of Section 13.7(d11(d), each Grantorof the Private Owner and the Company, in each case on behalf of itself and its Affiliates, Collateral Agent, Purchase Money Notes Guarantor and Initial Member hereby irrevocably and unconditionally agrees that service of all writs, process and summonses in any suit, action or proceeding pursuant to Section 13.7(a11(a) or Section 13.7(b11(b) may be effected by the mailing of copies thereof by registered or certified mail, postage prepaid, to it at its address for notices pursuant to Section 13.9 13 (and the Notice Schedule) (with copies to such other Persons as specified therein); provided, however, that nothing contained in this Section 12.3(c) the foregoing shall not affect the right of any party to serve process in any other manner permitted by Law;Xxx. Each of the Private Owner and the Company, in each case on behalf of itself and its Affiliates, further agrees that any such service of writs, process or summonses in any suit, action or proceeding pursuant to Section 11(a) or Section 11(b) on FDIC in any capacity (including as the Initial Member) shall be in accordance with requirements of applicable Law (including 12 CFR section 309.7(a)), with additional delivery of a copy of such writ, process or summons to the FDIC (in its applicable capacity(ies)) pursuant to the notice provisions in Section 13 (and the Notice Schedule). (d) Nothing in this Section 13.7 11 shall constitute (i) consent to jurisdiction in any court by the FDICFDIC (in any capacity, including as the Initial Member), other than as expressly provided in Section 13.7(a)(iii11(a)(iii) and Section 13.7(a)(iv11(a)(iv), or (ii) a waiver or limitation of any provision in the Federal Deposit Insurance Act or other applicable law relating to commencement, jurisdiction, venue, limitations, administrative exhaustion, judicial review, removal, remand, continuation or enforcement (including as to limitations on attachment or execution upon assets in the possession of the FDIC) of actions by or against the FDIC (in any capacity), or in any way limit which the FDIC’s right to remove, transfer, seek to dismiss, or otherwise respond to any suit, action, or proceeding against it FDIC (in any forumcapacity) is a party, including 12 U.S.C. § 1819(b), 1821(c), 1821(d), and 1821(j).

Jurisdiction; Venue and Service. (a) Each Grantorof the Company, the Private Owner and the Bank, for itself and its Affiliates, hereby irrevocably and unconditionally: (i) consents to the jurisdiction of the United States District Court for the Southern District of New York and to the jurisdiction of the United States District Court for the District of Columbia for any suit, action or proceeding against it or any of its Affiliates such Affiliate commenced by the Collateral Agent, the Purchase Money Notes Guarantor or the Initial Member arising out of, relating to, or in connection with this Agreement or any other Ancillary Transaction Document, and waives any right to: (A) remove or transfer such suit, action or proceeding to any court or dispute-resolution forum other than the court in which the Collateral Agent, the Purchase Money Notes Guarantor or the Initial Member, as applicable, Member files the suit, action or proceeding without the consent of the Collateral Agent, the Purchase Money Notes Guarantor or the Initial Member, as applicable; (B) assert that venue is improper in either the United States District Court for the Southern District of New York or the United States District Court for the District of Columbia; or (C) assert that the United States District Court for the Southern District of New York or the United States District Court for the District of Columbia is an inconvenient forum.; (ii) consents to the jurisdiction of the Supreme Court of the State of New York for any suit, action or proceeding against it or any of its Affiliates such Affiliate commenced by the Collateral Agent, the Purchase Money Notes Guarantor or the Initial Member arising out of, relating to, or in connection with this Agreement or any other Ancillary Transaction Document (other than the LLC Operating Agreement), and waives any right to: (A) remove or transfer such suit, action or proceeding to any other court or dispute-resolution forum without the consent of the Collateral Agent, the Purchase Money Notes Guarantor or the Initial Member, as applicable; (B) assert that venue is improper in the Supreme Court of thethe State of New York; or (C) assert that the Supreme Court of the State of New York isis an inconvenient forum. (iii) agrees to bring any suit, action or proceeding by it or any Grantor or its Affiliates such Affiliate against the Collateral Agent, the Purchase Money Notes Guarantor or the Initial Member arising out of, relating to, or in connection with this Agreement or any Ancillary Document in only either the United States District Court for the Southern District of New York or the United States District Court for the District of Columbia, and waives any right to remove or transfer such suit, action or proceeding to any other court or dispute-resolution forum without the consent of the Collateral Agent, the Purchase Money Notes Guarantor or the Initial Member, as applicable, Member and agrees to consent thereafter to transfer of the suit, action or proceeding to either the United States District Court for 30 2011-SIP-2 Structured Transaction Custodial and Paying Agency Agreement Version3.1 EXECUTION VERSION the Southern District of New York or the United States District Court for the District of Columbia at the option of the Collateral Agent, the Purchase Money Notes Guarantor or the Initial Member, as applicable; and (iv) agrees, if the United States District Court for the Southern District of New York and the United States District Court for the District of Columbia both lack jurisdiction to hear a suit, action or proceeding falling within Section 13.7(a)(iii19.3(a)(iii), to bring that suit, action or proceeding in only the Supreme Court of the State of New York, and waives any right to remove or transfer such suit, action or proceeding to any other court or dispute-resolution forum without the consent of the Collateral Agent, the Purchase Money Notes Guarantor or the Initial Member, as applicable. (b) Each Grantorof the Company, the Private Owner and the Bank, on behalf of itself and its Affiliates, hereby irrevocably and unconditionally agrees that any final judgment entered against it in any suit, action or proceeding falling within Section 13.7(a19.3(a) may be enforced in any court of competent jurisdiction;. (c) Subject to the provisions of Section 13.7(d19.3(d), each Grantorof the (i) Company, the Private Owner and the Bank, on behalf of itself and its Affiliates, Collateral Agent, Purchase Money Notes Guarantor and (ii) the Initial Member hereby irrevocably and unconditionally agrees that service of all writs, process and summonses in any suit, action or proceeding pursuant to Section 13.7(a19.3(a) or Section 13.7(b19.3(b) may be effected by the mailing of copies thereof by registered or certified mail, postage prepaid, to it at its address for notices pursuant to Section 13.9 18.1 (with copies to such other Persons as specified therein); provided, however, that nothing contained in this Section 12.3(c19.3(c) shall affect the right of any party to serve process in any other manner permitted by Law;. (d) Nothing in this Section 13.7 19.3 shall constitute consent to jurisdiction in any court by the FDICFDIC (in any capacity), other than as expressly provided in Section 13.7(a)(iii19.3(a)(iii) and Section 13.7(a)(iv19.3(a)(iv), or in any way limit the FDIC’s 's (in any capacity) right to remove, transfer, seek to dismiss, or otherwise respond to any suit, action, or proceeding against it in any forum.

Jurisdiction; Venue and Service. ‌ (a) Each Grantorof the Private Owner (for the avoidance of doubt, for in any capacity, including as a Member and/or as the Manager) and the Company, in each case on behalf of itself and its Affiliates, hereby irrevocably and unconditionally: (i) consents to the jurisdiction of the United States District Court for the Southern District of New York and to the jurisdiction of the United States District Court for the District of Columbia for any suit, action or proceeding against it (in the case of the Private Owner and for the avoidance of doubt, in any capacity, including as a Member and/or as the Manager) or any of its Affiliates commenced by the Collateral Agent, the Purchase Money Notes Guarantor or the Initial Member arising out of, relating to, or in connection with this Agreement or any other Ancillary Document, and waives any right to: (A) remove or transfer such suit, action or proceeding to any other court or dispute-resolution forum (other than the court Court in which the Collateral Agent, the Purchase Money Notes Guarantor or the Initial Member, as applicable, Member files the suitaction, action suit or proceeding proceeding) without the consent of the Collateral Agent, the Purchase Money Notes Guarantor or the Initial Member, as applicable; (B) assert that venue is improper in either the United States District Court for the Southern District of New York or the United States District Court for the District of Columbia; or (C) assert that the United States District Court for the Southern District of New York or the United States District Court for the District of Columbia is an inconvenient forum. (ii) consents to the jurisdiction of the Supreme Chancery Court of the State of New York Delaware for any suit, action or proceeding against it (in the case of the Private Owner and for the avoidance of doubt, in any capacity, including as a Member and/or as the Manager) or any of its Affiliates commenced by the Collateral Agent, the Purchase Money Notes Guarantor or the Initial Member arising out of, relating to, or in connection with this Agreement or any other Ancillary Document (other than the LLC Operating Agreement)Document, and waives any right to: (A) remove or transfer such suit, action or proceeding to any other court or dispute-resolution forum without the consent of the Collateral Agent, the Purchase Money Notes Guarantor or the Initial Member, as applicable); (B) assert that venue is improper in the Supreme Chancery Court of thethe State of Delaware; or (C) assert that the Supreme Chancery Court of the State of New York isDelaware is an inconvenient forum. (iii) agrees to bring any suit, action or proceeding by it (in the case of the Private Owner and for the avoidance of doubt, in any Grantor capacity, including as a Member and/or as the Manager) or any of its Affiliates against the Collateral Agent, the Purchase Money Notes Guarantor or the Initial Member arising out of, relating to, or in connection with this Agreement or any Ancillary Document in only either the United States District Court for the Southern District of New York or the United States District Court for the District of Columbia, and waives any right to remove or transfer such suit, action or proceeding to any other court or dispute-resolution forum without the consent of the Collateral Agent, the Purchase Money Notes Guarantor or the Initial Member, as applicable, and agrees to consent thereafter to transfer of the suit, action or proceeding to either the United States District Court for the Southern District of New York or the United States District Court for the District of Columbia at the option of the Collateral Agent, the Purchase Money Notes Guarantor or the Initial Member, as applicable; and (iv) agrees, if the United States District Court for the Southern District of New York and the United States District Court for the District of Columbia both lack jurisdiction to hear a suit, action or proceeding falling within Section 13.7(a)(iii13.12(a)(iii), to bring that suit, action or proceeding in only the Supreme Chancery Court of the State of New YorkDelaware, and waives any right to remove or transfer such suit, action or proceeding to any other court or dispute-resolution forum without the consent of the Collateral Agent, the Purchase Money Notes Guarantor or the Initial Member, as applicable. (b) Each Grantorof the Private Owner (in any capacity, including as a Member and/or as the Manager) and the Company, in each case on behalf of itself and its Affiliates, hereby irrevocably and unconditionally agrees that any final judgment entered against it in any suit, action or proceeding falling within Section 13.7(a13.12(a) may be enforced in any court of competent jurisdiction; (c) Subject to the provisions of Section 13.7(d13.12(d), each Grantorof the Private Owner (in any capacity, including as a Member and/or as the Manager) and the Company, in each case on behalf of itself and its Affiliates, Collateral Agentand the Initial Member, Purchase Money Notes Guarantor and Initial Member hereby irrevocably and unconditionally agrees that service of all writs, process and summonses in any suit, action or proceeding pursuant to Section 13.7(a13.12(a) or Section 13.7(b13.12(b) may be effected by the mailing of copies thereof by registered or certified mail, postage prepaid, to it at its address for notices pursuant to Section 13.9 13.6 (with copies to such other Persons as specified therein); provided, however, that nothing contained in this Section 12.3(c13.12(c) shall affect the right of any party to serve process in any other manner permitted by Law; (d) Nothing in this Section 13.7 13.12 shall constitute consent to jurisdiction in any court by the FDICFDIC (in any capacity, including as the Initial Member), other than as expressly provided in Section 13.7(a)(iii13.12(a)(iii) and Section 13.7(a)(iv13.12(a)(iv), or in any way limit the FDIC’s (in any capacity, including as the Initial Member) right to remove, transfer, seek to dismiss, or otherwise respond to any suit, action, or proceeding against it (in any capacity, including as the Initial Member) in any forum.

Jurisdiction; Venue and Service. (a) Each Grantorof the Private Owner and the Company, for in each case on behalf of itself and its Affiliates, hereby irrevocably and unconditionally: (i) consents to the jurisdiction of the United States District Court for the Southern District of New York and to the jurisdiction of the United States District Court for the District of Columbia for any suit, action or proceeding against it or any of its Affiliates commenced by the Collateral Agent, the Purchase Money Notes Guarantor or the Initial Member arising out of, relating to, or in connection with this Agreement or any other Ancillary Document, and waives any right to: (A) remove or transfer such suit, action or proceeding to any court or dispute-resolution forum (other than the court in which the Collateral Agent, the Purchase Money Notes Guarantor or the Initial Member, as applicable, Member files the suitaction, action suit or proceeding proceeding) without the consent of the Collateral Agent, the Purchase Money Notes Guarantor or the Initial Member, as applicable; (B) assert that venue is improper in either the United States District Court for the Southern District of New York or the United States District Court for the District of Columbia; or (C) assert that the United States District Court for the Southern District of New York or the United States District Court for the District of Columbia is an inconvenient forum.; (ii) consents to the jurisdiction of the Supreme Court of the State of New York York, County of New York, for any suit, action or proceeding against it or any of its Affiliates commenced by the Collateral Agent, the Purchase Money Notes Guarantor or the Initial Member arising out of, relating to, or in connection with this Agreement or any other Ancillary Document (other than the LLC Operating Agreement), and waives any right to: (A) remove or transfer such suit, action or proceeding to any other court or dispute-resolution forum without the consent of the Collateral Agent, the Purchase Money Notes Guarantor or the Initial Member, as applicable); (B) assert that venue is improper in the Supreme Court of thethe State of New York, County of New York; or (C) assert that the Supreme Court of the State of New York, County of New York isis an inconvenient forum; (iii) agrees to bring any suit, action or proceeding by it or any Grantor or of its Affiliates against the Collateral Agent, the Purchase Money Notes Guarantor or the Initial Member arising out of, relating to, or in connection with this Agreement or any Ancillary Document (other than the LLC Operating Agreement) in only either the United States District Court for the Southern District of New York or the United States District Court for the District of Columbia, and waives any right to remove or transfer such suit, action or proceeding to any other court or dispute-resolution forum without the consent of the Collateral Agent, the Purchase Money Notes Guarantor or the Initial Member, as applicable, and agrees to consent thereafter to transfer of the suit, action or proceeding to either the United States District Court for the Southern Multibank Structured Transaction 2009-1 CRE Form LLC Interest Sale Agmt 60788342_13.DOC District of New York or the United States District Court for the District of Columbia at the option of the Collateral Agent, the Purchase Money Notes Guarantor or the Initial Member, as applicable; and (iv) agrees, if the United States District Court for the Southern District of New York and the United States District Court for the District of Columbia both lack jurisdiction to hear a suit, action or proceeding falling within Section 13.7(a)(iii11(a)(iii), to bring that suit, action or proceeding in only the Supreme Court of the State of New York, County of New York, and waives any right to remove or transfer such suit, action or proceeding to any other court or dispute-resolution forum without the consent of the Collateral Agent, the Purchase Money Notes Guarantor or the Initial Member, as applicable. (b) Each Grantorof the Private Owner and the Company, in each case on behalf of itself and its Affiliates, hereby irrevocably and unconditionally agrees that any final judgment entered against it in any suit, action or proceeding falling within Section 13.7(a11(a) may be enforced in any court of competent jurisdiction;. (c) Subject to the provisions of Section 13.7(d11(d), each Grantorof the Private Owner and the Company, in each case on behalf of itself and its Affiliates, Collateral Agentand the Initial Member, Purchase Money Notes Guarantor and Initial Member hereby irrevocably and unconditionally agrees that service of all writs, process and summonses in any suit, action or proceeding pursuant to Section 13.7(a11(a) or Section 13.7(b11(b) may be effected by the mailing of copies thereof by registered or certified mail, postage prepaid, to it at its address for notices pursuant to Section 13.9 11 (with copies to such other Persons as specified therein); provided, however, that nothing contained in this Section 12.3(c11(c) shall affect the right of any party to serve process in any other manner permitted by Law;. (d) Nothing in this Section 13.7 11 shall constitute consent to jurisdiction in any court by the FDIC, other than as expressly provided in Section 13.7(a)(iii11(a)(iii) and Section 13.7(a)(iv11(a)(iv), or in any way limit the FDIC’s right to remove, transfer, seek to dismiss, or otherwise respond to any suit, action, or proceeding against it the FDIC in any forum.

Jurisdiction; Venue and Service. (a) Each Grantor, for itself and its Affiliates, hereby irrevocably and unconditionally: (i) consents to the jurisdiction of the United States District Court for the Southern District of New York and to the jurisdiction of the United States District Court for the District of Columbia for any suit, action or proceeding against it or any of its Affiliates commenced by the Collateral Agent, the Purchase Money Notes Guarantor or the Initial Member arising out of, relating to, or in connection with this Agreement or any other Ancillary Document, and waives any right to: (A) remove or transfer such suit, action or proceeding to any court or dispute-resolution forum other than the court in which the Collateral Agent, the Purchase Money Notes Guarantor or the Initial Member, as applicable, files the suit, action or proceeding without the consent of the Collateral Agent, the Purchase Money Notes Guarantor or the Initial Member, as applicable; (B) assert that venue is improper in the United States District Court for the Southern District of New York or the United States District Court for the District of Columbia; or (C) assert that the United States District Court for the Southern District of New York or the United States District Court for the District of Columbia is an inconvenient forum. (ii) consents to the jurisdiction of the Supreme Court of the State of New York for any suit, action or proceeding against it or any of its Affiliates commenced by the Collateral Agent, the Purchase Money Notes Guarantor or the Initial Member arising out of, relating to, or in connection with this Agreement or any other Ancillary Document (other than the LLC Operating Agreement), and waives any right to: (A) remove or transfer such suit, action or proceeding to any other court or dispute-resolution forum without the consent of the Collateral Agent, the Purchase Money Notes Guarantor or the Initial Member, as applicable; (B) assert that venue is improper in the Supreme Court of the (C) assert that the Supreme Court of the State of New York is (iii) agrees to bring any suit, action or proceeding by any Grantor or its Affiliates against the Collateral Agent, the Purchase Money Notes Guarantor or the Initial Member arising out of, relating to, or in connection with this Agreement or any Ancillary Document in only either the United States District Court for the Southern District of New York or the United States District Court for the District of Columbia, and waives any right to remove or transfer such suit, action or proceeding to any other court or dispute-resolution forum without the consent of the Collateral Agent, the Purchase Money Notes Guarantor or the Initial Member, as applicable, and agrees to consent thereafter to transfer of the suit, action or proceeding to either the United States District Court for the Southern District of New York or the United States District Court for the District of Columbia at the option of the Collateral Agent, the Purchase Money Notes Guarantor or the Initial Member, as applicable; and; (iv) agrees, if the United States District Court for the Southern District of New York and the United States District Court for the District of Columbia both lack jurisdiction to hear a suit, action or proceeding falling within Section 13.7(a)(iii), to bring that suit, action or proceeding in only the Supreme Court of the State of New York, and waives any right to remove or transfer such suit, action or proceeding to any other court or dispute-resolution forum without the consent of the Collateral Agent, the Purchase Money Notes Guarantor or the Initial Member, as applicable; and (v) agrees that any final judgment entered against it in any suit, action or proceeding falling within Section 13.7(a) may be enforced in any court of competent jurisdiction. (b) Each Grantor, on behalf of itself and its Affiliates, hereby irrevocably and unconditionally agrees that any final judgment entered against it in any suit, action or proceeding falling within Section 13.7(a) may be enforced in any court of competent jurisdiction; (c) Subject to the provisions of Section 13.7(d), each Grantor, on behalf of itself and its Affiliates, Collateral Agent, Purchase Money Notes Guarantor and Initial Member hereby irrevocably and unconditionally agrees that service of all writs, process and summonses in any suit, action or proceeding pursuant to Section 13.7(a) or Section 13.7(b) may be effected by the mailing of copies thereof by registered or certified mail, postage prepaid, to it at its address for notices pursuant to Section 13.9 (with copies to such other Persons as specified therein); provided, however, that nothing contained in this Section 12.3(c) shall affect the right of any party to serve process in any other manner permitted by Law; (d) Nothing in this Section 13.7 shall constitute consent to jurisdiction in any court by the FDIC, other than as expressly provided in Section 13.7(a)(iii) and Section 13.7(a)(iv), or in any way limit the FDIC’s right to remove, transfer, seek to dismiss, or otherwise respond to any suit, action, or proceeding against it in any forum.

Jurisdiction; Venue and Service. (a) Each GrantorThe Company, for on behalf of itself and its Affiliates, hereby irrevocably and unconditionally: (i) consents to the jurisdiction of the United States District Court for the Southern District of New York and to the jurisdiction of the United States District Court for the District of Columbia for any suit, action or proceeding against it or any of its Affiliates commenced by the Collateral Agent, the Purchase Money Notes Guarantor or the Initial Member arising out of, relating to, or in connection with this Agreement or any other Ancillary Document, and waives any right to: (A) remove or transfer such suit, action or proceeding to any other court or dispute-resolution forum (other than the court in which the Collateral Agent, the Purchase Money Notes Guarantor or the Initial Member, as applicable, Member files the suitaction, action suit or proceeding proceeding) without the consent of the Collateral Agent, the Purchase Money Notes Guarantor or the Initial Member, as applicable; (B) assert that venue is improper in either the United States District Court for the Southern District of New York or the United States District Court for the District of Columbia; or (C) assert that the United States District Court for the Southern District of New York or the United States District Court for the District of Columbia is an inconvenient forum.; (ii) consents to the jurisdiction of the Supreme Court of the State of New York York, County of New York, for any suit, action or proceeding against it or any of its Affiliates commenced by the Collateral Agent, the Purchase Money Notes Guarantor or the Initial Member arising out of, relating to, or in connection with this Agreement or any other Ancillary Document (other than the LLC Operating Agreement), and waives any right to: (A) remove or transfer such suit, action or proceeding to any other court or dispute-resolution forum without the consent of the Collateral Agent, the Purchase Money Notes Guarantor or the Initial Member, as applicable); (B) assert that venue is improper in the Supreme Court of thethe State of New York, County of New York; or (C) assert that the Supreme Court of the State of New York isYork, County of New York, is an inconvenient forum; (iii) agrees to bring any suit, action or proceeding by any Grantor the Company, or its Affiliates Affiliate against the Collateral Agent, the Purchase Money Notes Guarantor or the Initial Member arising out of, relating to, or in connection with this Agreement or any Ancillary Document Document, in only either the United States District Court for the Southern District of New York or the United States District Court for the District of Columbia, and waives any right to remove or transfer such suit, action or proceeding to any other court or dispute-dispute- resolution forum without the consent of the Collateral Agent, the Purchase Money Notes Guarantor or the Initial Member, as applicable, and agrees to consent thereafter to transfer of the suit, action or proceeding to either the United States District Court for the Southern District of New York or the United States District Court for the District of Columbia at the option of the Collateral Agent, the Purchase Money Notes Guarantor or the Initial Member, as applicable; and; (iv) agrees, if the United States District Court for the Southern District of New York and the United States District Court for the District of Columbia both lack jurisdiction to hear a suit, action or proceeding falling within Section 13.7(a)(iii8.7(a)(iii), to bring that suit, action or proceeding in only the Supreme Court of the State of New York, County of New York, and waives any right to remove or transfer such suit, action or proceeding to any other court or dispute-resolution forum without the consent of the Collateral Agent, the Purchase Money Notes Guarantor or the Initial Member; and (v) agrees that any final judgment entered against it in any suit, as applicableaction or proceeding falling within Section 8.7(a) may be enforced in any court of competent jurisdiction. (b) Each Grantorof the Private Owner and the Company, on behalf of itself and its Affiliates, hereby irrevocably and unconditionally agrees that any final judgment entered against it in any suit, action or proceeding falling within Section 13.7(a8.7(a) may be enforced in any court of competent jurisdiction; (c) Subject to the provisions of Section 13.7(d8.7(d), each Grantorof the Private Owner and the Company, on behalf of itself and its Affiliates, Collateral Agent, Purchase Money Notes Guarantor and the Initial Member hereby irrevocably and unconditionally agrees that service of all writs, process and summonses in any suit, action or proceeding pursuant to Section 13.7(a8.7(a) or Section 13.7(b8.7(b) may be effected by the mailing of copies thereof by registered or certified mail, postage prepaid, to it at its address for notices pursuant to Section 13.9 Sections 7.1 and 7.4 (with copies to such other Persons as specified therein); provided, however, that nothing contained in this Section 12.3(c8.7(c) shall affect the right of any party to serve process in any other manner permitted by Law;; and (d) Nothing in this Section 13.7 8.7 shall constitute consent to jurisdiction in any court by the FDIC, other than as expressly provided in Section 13.7(a)(iii8.7(a)(iii) and Section 13.7(a)(iv8.7(a)(iv), or in any way limit the FDIC’s right to remove, transfer, seek to dismiss, or otherwise respond to any suit, action, or proceeding against it in any forum.

Jurisdiction; Venue and Service. (a) Each GrantorNoteholder (if such Noteholder is not the FDIC; any Noteholder that is not the FDIC, for a “Non-FDIC Noteholder”), on behalf of itself and its Affiliates, hereby irrevocably and unconditionally: (i) consents to the jurisdiction of the United States District Court for the Southern District of New York and to the jurisdiction of the United States District Court for the District of Columbia for any suit, action or proceeding against it or any of its Affiliates commenced by the Collateral Agent, the Purchase Money Notes Guarantor or any other Noteholder (if such other Noteholder is the Initial Member FDIC; the Noteholder that is the FDIC, the “FDIC Noteholder”) arising out of, relating to, or in connection with this Guaranty Agreement or any other Ancillary Document, and waives any right to: (A) remove or transfer such suit, action or proceeding to any court or dispute-resolution forum other than the court in which the Collateral Agent, the Purchase Money Notes Guarantor or the Initial Member, as applicable, FDIC Noteholder files the suit, action or proceeding without the consent of the Collateral Agent, the Purchase Money Notes Guarantor or the Initial MemberFDIC Noteholder, as applicable; (B) assert that venue is improper in either the United States District Court for the Southern District of New York or the United States District Court for the District of Columbia; or (C) assert that the United States District Court for the Southern District of New York or the United States District Court for the District of Columbia is an inconvenient forum. (ii) consents to the jurisdiction of the Supreme Court of the State of New York for any suit, action or proceeding against it or any of its Affiliates commenced by the Collateral Agent, the Purchase Money Notes Guarantor or the Initial Member FDIC Noteholder arising out of, relating to, or in connection with this Guaranty Agreement or any other Ancillary Document (other than the LLC Operating Agreement), and waives any right to: (A) remove or transfer such suit, action or proceeding to any other court or dispute-resolution forum without the consent of the Collateral Agent, the Purchase Money Notes Guarantor or the Initial MemberFDIC Noteholder, as applicable; (B) assert that venue is improper in the Supreme Court of thethe State of New York; or an inconvenient forum. (C) assert that the Supreme Court of the State of New York is (iii) agrees to bring any suit, action or proceeding by any Grantor Non-FDIC Noteholder, or its Affiliates against the Collateral Agent, the Purchase Money Notes Guarantor or the Initial Member FDIC Noteholder arising out of, relating to, or in connection with this Agreement or any Ancillary Document in only either the United States District Court for the Southern District of New York or the United States District Court for the District of Columbia, and waives any right to remove or transfer such suit, action or proceeding to any other court or dispute-resolution forum without the consent of the Collateral Agent, the Purchase Money Notes Guarantor or the Initial MemberFDIC Noteholder, as applicable, and agrees to consent thereafter to transfer of the suit, action or proceeding to either the United States District Court for the Southern District of New York or the United States District Court for the District of Columbia at the option of the Collateral Agent, the Purchase Money Notes Guarantor or the Initial MemberFDIC Noteholder, as applicable; and (iv) agrees, if the United States District Court for the Southern District of New York and the United States District Court for the District of Columbia both lack jurisdiction to hear a suit, action or proceeding falling within Section 13.7(a)(iii23(a)(iii), to bring that suit, action or proceeding in only the Supreme Court of the State of New York, and waives any right to remove or transfer such suit, action or proceeding to any other court or dispute-resolution forum without the consent of the Collateral Agent, the Purchase Money Notes Guarantor or the Initial MemberFDIC Noteholder, as applicable. (b) Each GrantorNon-FDIC Noteholder, on behalf of itself and its Affiliates, hereby irrevocably and unconditionally agrees that any final judgment entered against it in any suit, action or proceeding falling within Section 13.7(a23(a) may be enforced in any court of competent jurisdiction;. (c) Subject to the provisions of Section 13.7(d23(d), each GrantorNoteholder, on behalf of itself and its Affiliates, Collateral Agent, and the Purchase Money Notes Guarantor and Initial Member hereby irrevocably and unconditionally agrees that service of all writs, process and summonses in any suit, action or proceeding pursuant to Section 13.7(a23(a) or Section 13.7(b23(b) may be effected by the mailing of copies thereof by registered or certified mail, postage prepaid, to it at its address for notices pursuant to Section 13.9 18 (with copies to such other Persons as specified therein); provided, however, that nothing contained in this Section 12.3(c23(c) shall affect the right of any party to serve process in any other manner permitted by Law;. (d) Nothing in this Section 13.7 23 shall constitute consent to jurisdiction in any court by the FDIC, other than as expressly provided in Section 13.7(a)(iii23(a)(iii) and Section 13.7(a)(iv23(a)(iv), or in any way limit the FDIC’s right to remove, transfer, seek to dismiss, or otherwise respond to any suit, action, or proceeding against it in any forum.

Jurisdiction; Venue and Service. (a) Each Grantor, for itself and its Affiliates, hereby irrevocably and unconditionally: (i) consents to the jurisdiction of the United States District Court for the Southern District of New York and to the jurisdiction of the United States District Court for the District of Columbia for any suit, action or proceeding against it or any of its Affiliates commenced by the Collateral Agent, the Purchase Money Notes Guarantor or the Initial Member arising out of, relating to, or in connection with this Agreement or any other Ancillary Document, and waives any right to: (A) remove or transfer such suit, action or proceeding to any court or dispute-resolution forum other than the court in which the Collateral Agent, the Purchase Money Notes Guarantor or the Initial Member, as applicable, files the suit, action or proceeding without the consent of the Collateral Agent, the Purchase Money Notes Guarantor or the Initial Member, as applicable; (B) assert that venue is improper in the United States District Court for the Southern District of New York or the United States District Court for the District of Columbia; or (C) assert that the United States District Court for the Southern District of New York or the United States District Court for the District of Columbia is an inconvenient forum. (ii) consents to the jurisdiction of the Supreme Court of the State of New York for any suit, action or proceeding against it or any of its Affiliates commenced by the Collateral Agent, the Purchase Money Notes Guarantor or the Initial Member arising out of, relating to, or in connection with this Agreement or any other Ancillary Document (other than the LLC Operating Agreement), and waives any right to: (A) remove or transfer such suit, action or proceeding to any other court or dispute-resolution forum without the consent of the Collateral Agent, the Purchase Money Notes Guarantor or the Initial Member, as applicable; (B) assert that venue is improper in the Supreme Court of thethe State of New York; or an inconvenient forum. (C) assert that the Supreme Court of the State of New York is (iii) agrees to bring any suit, action or proceeding by any Grantor or its Affiliates against the Collateral Agent, the Purchase Money Notes Guarantor or the Initial Member arising out of, relating to, or in connection with this Agreement or any Ancillary Document in only either the United States District Court for the Southern District of New York or the United States District Court for the District of Columbia, and waives any right to remove or transfer such suit, action or proceeding to any other court or dispute-resolution forum without the consent of the Collateral Agent, the Purchase Money Notes Guarantor or the Initial Member, as applicable, and agrees to consent thereafter to transfer of the suit, action or proceeding to either the United States District Court for the Southern District of New York or the United States District Court for the District of Columbia at the option of the Collateral Agent, the Purchase Money Notes Guarantor or the Initial Member, as applicable; and (iv) agrees, if the United States District Court for the Southern District of New York and the United States District Court for the District of Columbia both lack jurisdiction to hear a suit, action or proceeding falling within Section 13.7(a)(iii), to bring that suit, action or proceeding in only the Supreme Court of the State of New York, and waives any right to remove or transfer such suit, action or proceeding to any other court or dispute-resolution forum without the consent of the Collateral Agent, the Purchase Money Notes Guarantor or the Initial Member, as applicable. (b) Each Grantor, on behalf of itself and its Affiliates, hereby irrevocably and unconditionally agrees that any final judgment entered against it in any suit, action or proceeding falling within Section 13.7(a) may be enforced in any court of competent jurisdiction; (c) Subject to the provisions of Section 13.7(d), each Grantor, on behalf of itself and its Affiliates, Collateral Agent, Purchase Money Notes Guarantor and Initial Member hereby irrevocably and unconditionally agrees that service of all writs, process and summonses in any suit, action or proceeding pursuant to Section 13.7(a) or Section 13.7(b) may be effected by the mailing of copies thereof by registered or certified mail, postage prepaid, to it at its address for notices pursuant to Section 13.9 (with copies to such other Persons as specified therein); provided, however, that nothing contained in this Section 12.3(c) shall affect the right of any party to serve process in any other manner permitted by Law; (d) Nothing in this Section 13.7 shall constitute consent to jurisdiction in any court by the FDIC, other than as expressly provided in Section 13.7(a)(iii) and Section 13.7(a)(iv), or in any way limit the FDIC’s right to remove, transfer, seek to dismiss, or otherwise respond to any suit, action, or proceeding against it in any forum.

Jurisdiction; Venue and Service. (a) Each Grantorof the Private Owner (for the avoidance of doubt, for in any capacity, including as a Member and/or as the Manager) and the Company, in each case on behalf of itself and its Affiliates, hereby irrevocably and unconditionally: (i) consents to the jurisdiction of the United States District Court for the Southern District of New York and to the jurisdiction of the United States District Court for the District of Columbia for any suit, action or proceeding against it (in the case of the Private Owner and for the avoidance of doubt, in any capacity, including as a Member and/or as the Manager) or any of its Affiliates commenced by the Collateral Agent, the Purchase Money Notes Guarantor or the Initial Member arising out of, relating to, or in connection with this Agreement or any other Ancillary Document, and waives any right to: (A) remove or transfer such suit, action or proceeding to any other court or dispute-resolution forum (other than the court Court in which the Collateral Agent, the Purchase Money Notes Guarantor or the Initial Member, as applicable, Member files the suitaction, action suit or proceeding proceeding) without the consent of the Collateral Agent, the Purchase Money Notes Guarantor or the Initial Member, as applicable; (B) assert that venue is improper in either the United States District Court for the Southern District of New York or the United States District Court for the District of Columbia; or (C) assert that the United States District Court for the Southern District of New York or the United States District Court for the District of Columbia is an inconvenient forum. (ii) consents to the jurisdiction of the Supreme Chancery Court of the State of New York Delaware for any suit, action or proceeding against it (in the case of the Private Owner and for the avoidance of doubt, in any capacity, including as a Member and/or as the Manager) or any of its Affiliates commenced by the Collateral Agent, the Purchase Money Notes Guarantor or the Initial Member arising out of, relating to, or in connection with this Agreement or any other Ancillary Document (other than the LLC Operating Agreement)Document, and waives any right to: (A) remove or transfer such suit, action or proceeding to any other court or dispute-resolution forum without the consent of the Collateral Agent, the Purchase Money Notes Guarantor or the Initial Member, as applicable); (B) assert that venue is improper in the Supreme Chancery Court of thethe State of Delaware; or (C) assert that the Supreme Chancery Court of the State of New York isDelaware is an inconvenient forum. (iii) agrees to bring any suit, action or proceeding by it (in the case of the Private Owner and for the avoidance of doubt, in any Grantor capacity, including as a Member and/or as the Manager) or any of its Affiliates against the Collateral Agent, the Purchase Money Notes Guarantor or the Initial Member arising out of, relating to, or in connection with this Agreement or any Ancillary Document in only either the United States District Court for the Southern District of New York or the United States District Court for the District of Columbia, and waives any right to remove or transfer such suit, action or proceeding to any other court or dispute-resolution forum without the consent of the Collateral Agent, the Purchase Money Notes Guarantor or the Initial Member, as applicable, and agrees to consent thereafter to transfer of the suit, action or proceeding to either the United States District Court for the Southern District of New York or the United States District Court for the District of Columbia at the option of the Collateral Agent, the Purchase Money Notes Guarantor or the Initial Member, as applicable; and (iv) agrees, if the United States District Court for the Southern District of New York and the United States District Court for the District of Columbia both lack jurisdiction to hear a suit, action or proceeding falling within Section 13.7(a)(iii13.12(a)(iii), to bring that suit, action or proceeding in only the Supreme Chancery Court of the State of New YorkDelaware, and waives any right to remove or transfer such suit, action or proceeding to any other court or dispute-resolution forum without the consent of the Collateral Agent, the Purchase Money Notes Guarantor or the Initial Member, as applicable. (b) Each Grantorof the Private Owner (in any capacity, including as a Member and/or as the Manager) and the Company, in each case on behalf of itself and its Affiliates, hereby irrevocably and unconditionally agrees that any final judgment entered against it in any suit, action or proceeding falling within Section 13.7(a13.12(a) may be enforced in any court of competent jurisdiction; (c) Subject to the provisions of Section 13.7(d13.12(d), each Grantorof the Private Owner (in any capacity, including as a Member and/or as the Manager) and the Company, in each case on behalf of itself and its Affiliates, Collateral Agentand the Initial Member, Purchase Money Notes Guarantor and Initial Member hereby irrevocably and unconditionally agrees that service of all writs, process and summonses in any suit, action or proceeding pursuant to Section 13.7(a13.12(a) or Section 13.7(b13.12(b) may be effected by the mailing of copies thereof by registered or certified mail, postage prepaid, to it at its address for notices pursuant to Section 13.9 13.6 (with copies to such other Persons as specified therein); provided, however, that nothing contained in this Section 12.3(c13.12(c) shall affect the right of any party to serve process in any other manner permitted by Law; (d) Nothing in this Section 13.7 13.12 shall constitute consent to jurisdiction in any court by the FDICFDIC (in any capacity, including as the Initial Member), other than as expressly provided in Section 13.7(a)(iii13.12(a)(iii) and Section 13.7(a)(iv13.12(a)(iv), or in any way limit the FDIC’s (in any capacity, including as the Initial Member) right to remove, transfer, seek to dismiss, or otherwise respond to any suit, action, or proceeding against it (in any capacity, including as the Initial Member) in any forum.

Jurisdiction; Venue and Service. (a) Each GrantorNoteholder (if such Noteholder is not the FDIC; any Noteholder that is not the FDIC, for a “Non-FDIC Noteholder”), on behalf of itself and its Affiliates, hereby irrevocably and unconditionally: (i) consents to the jurisdiction of the United States District Court for the Southern District of New York and to the jurisdiction of the United States District Court for the District of Columbia for any suit, action or proceeding against it or any of its Affiliates commenced by the Collateral AgentPurchase Money Note Guarantor or any other Noteholder (if such other Noteholder is the FDIC; the Noteholder that is the FDIC, the Purchase Money Notes Guarantor or the Initial Member “FDIC Noteholder”) arising out of, relating to, or in connection with this Agreement or any other Ancillary Document, and waives any right to: (A) remove or transfer such suit, action or proceeding to any court or dispute-resolution forum other than the court in which the Collateral Agent, the Purchase Money Notes Note Guarantor or the Initial Member, as applicable, FDIC Noteholder files the suit, action or proceeding without the consent of the Collateral Agent, the Purchase Money Notes Note Guarantor or the Initial MemberFDIC Noteholder, as applicable; (B) assert that venue is improper in either the United States District Court for the Southern District of New York or the United States District Court for the District of Columbia; or (C) assert that the United States District Court for the Southern District of New York or the United States District Court for the District of Columbia is an inconvenient forum. (ii) consents to the jurisdiction of the Supreme Court of the State of New York for any suit, action or proceeding against it or any of its Affiliates commenced by the Collateral Agent, the Purchase Money Notes Note Guarantor or the Initial Member FDIC Noteholder arising out of, relating to, or in connection with this Agreement or any other Ancillary Document (other than the LLC Operating Agreement), and waives any right to: (A) remove or transfer such suit, action or proceeding to any other court or dispute-resolution forum without the consent of the Collateral Agent, the Purchase Money Notes Note Guarantor or the Initial MemberFDIC Noteholder, as applicable; (B) assert that venue is improper in the Supreme Court of the (C) assert that the Supreme Court of the State of New York is (iii) agrees to bring any suit, action or proceeding by any Grantor Non-FDIC Noteholder, or its Affiliates against the Collateral Agent, the Purchase Money Notes Note Guarantor or the Initial Member FDIC Noteholder arising out of, relating to, or in connection with this Agreement or any other Ancillary Document in only either the United States District Court for the Southern District of New York or the United States District Court for the District of Columbia, and waives any right to remove or transfer such suit, action or proceeding to any other court or dispute-resolution forum without the consent of the Collateral Agent, the Purchase Money Notes Note Guarantor or the Initial MemberFDIC Noteholder, as applicable, and agrees to consent thereafter to transfer of the suit, action or proceeding to either the United States District Court for the Southern District of New York or the United States District Court for the District of Columbia at the option of the Collateral Agent, the Purchase Money Notes Note Guarantor or the Initial MemberFDIC Noteholder, as applicable; and (iv) agrees, if the United States District Court for the Southern District of New York and the United States District Court for the District of Columbia both lack jurisdiction to hear a suit, action or proceeding falling within Section 13.7(a)(iii23(a)(iii), to bring that suit, action or proceeding in only the Supreme Court of the State of New York, and waives any right to remove or transfer such suit, action or proceeding to any other court or dispute-resolution forum without the consent of the Collateral Agent, the Purchase Money Notes Note Guarantor or the Initial MemberFDIC Noteholder, as applicable. (b) Each GrantorNon-FDIC Noteholder, on behalf of itself and its Affiliates, hereby irrevocably and unconditionally agrees that any final judgment entered against it in any suit, action or proceeding falling within Section 13.7(a23(a) may be enforced in any court of competent jurisdiction;. (c) Subject to the provisions of Section 13.7(d23(d), each GrantorNoteholder, on behalf of itself and its Affiliates, Collateral Agent, and the Purchase Money Notes Note Guarantor and Initial Member hereby irrevocably and unconditionally agrees that service of all writs, process and summonses in any suit, action or proceeding pursuant to Section 13.7(a23(a) or Section 13.7(b23(b) may be effected by the mailing of copies thereof by registered or certified mail, postage prepaid, to it at its address for notices pursuant to Section 13.9 18 (with copies to such other Persons as specified therein); provided, however, that nothing contained in this Section 12.3(c23(c) shall affect the right of any party to serve process in any other manner permitted by Law;. (d) Nothing in this Section 13.7 23 shall constitute consent to jurisdiction in any court by the FDIC, other than as expressly provided in Section 13.7(a)(iii23(a)(iii) and Section 13.7(a)(iv23(a)(iv), or in any way limit the FDIC’s right to remove, transfer, seek to dismiss, or otherwise respond to any suit, action, or proceeding against it in any forum.

Jurisdiction; Venue and Service. (a) Each Grantorof the Private Owner and the Company, for in each case on behalf of itself and its Affiliates, hereby irrevocably and unconditionally: (i) consents to the jurisdiction of the United States District Court for the Southern District of New York and to the jurisdiction of the United States District Court for the District of Columbia for any suit, action or proceeding against it or any of its Affiliates such Affiliate commenced by the Collateral Agent, the Purchase Money Notes Guarantor Transferor or the Initial Member FDIC arising out of, relating to, or in connection with this Agreement or any other Ancillary Transaction Document, and waives any right to: (A) remove or transfer such suit, action or proceeding to any other court or dispute-resolution forum (other than the court in which the Collateral Agent, the Purchase Money Notes Guarantor Transferor or the Initial MemberFDIC, as applicablethe case may be, files the suitaction, action suit or proceeding proceeding) without the consent of the Collateral Agent, the Purchase Money Notes Guarantor Transferor or the Initial MemberFDIC, as applicablethe case may be; (B) assert that venue is improper in either the United States District Court for the Southern District of New York or the United States District Court for the District of Columbia; or (C) assert that the United States District Court for the Southern District of New York or the United States District Court for the District of Columbia is an inconvenient forum.; (ii) consents to the jurisdiction of the Supreme Court of the State of New York York, County of New York, for any suit, action or proceeding against it or any of its Affiliates such Affiliate commenced by the Collateral Agent, the Purchase Money Notes Guarantor Transferor or the Initial Member FDIC arising out of, relating to, or in connection with this Agreement or any other Ancillary Transaction Document (other than the LLC Operating Agreement), and waives any right to: (A) remove or transfer such suit, action or proceeding to any other court or dispute-resolution forum without the consent of the Collateral Agent, the Purchase Money Notes Guarantor Transferor or the Initial MemberFDIC, as applicablethe case may be; (B) assert that venue is improper in the Supreme Court of thethe State of New York, County of New York; or (C) assert that the Supreme Court of the State of New York isYork, County of New York, is an inconvenient forum; (iii) agrees to bring any suit, action or proceeding by it or any Grantor or its Affiliates such Affiliate against the Collateral Agent, the Purchase Money Notes Guarantor Transferor or the Initial Member FDIC arising out of, relating to, or in connection with this Agreement or any Ancillary Document Transaction Document, in only either the United States District Court for the Southern District of New York or the United States District Court for the District of Columbia, and waives any right to remove or transfer such suit, action or proceeding to any other court or dispute-resolution forum without the consent of the Collateral Agent, the Purchase Money Notes Guarantor Transferor or the Initial MemberFDIC, as applicablethe case may be, and agrees to consent thereafter to transfer of the suit, action or proceeding to either the United States District Court for the Southern District of New York or the United States District Court for the District of Columbia at the option of the Collateral Agent, the Purchase Money Notes Guarantor Transferor or the Initial MemberFDIC, as applicable; andthe case may be; (iv) agrees, if the United States District Court for the Southern District of New York and the United States District Court for the District of Columbia both lack jurisdiction to hear a suit, action or proceeding falling within Section 13.7(a)(iii8.7(a)(iii), to bring that suit, action or proceeding in only the Supreme Court of the State of New York, County of New York, and waives any right to remove or transfer such suit, action or proceeding to any other court or dispute-resolution forum without the consent of the Collateral Agent, the Purchase Money Notes Guarantor Transferor or the Initial MemberFDIC, as applicablethe case may be; and (v) agrees, in any suit, action or proceeding that is brought in the Supreme Court of the State of New York for New York County in accordance with the above provisions of this Section 8.7(a), to request that such suit, action or proceeding be referred to the Commercial Division of such Court. (b) Each Grantorof the Private Owner and the Company, in each case on behalf of itself and its Affiliates, hereby irrevocably and unconditionally agrees that any final judgment entered against it in any suit, action or proceeding falling within Section 13.7(a8.7(a) may be enforced in any court of competent jurisdiction;. (c) Subject to the provisions of Section 13.7(d8.7(d), each Grantorof the Private Owner and the Company, in each case on behalf of itself and its Affiliates, Collateral Agent, Purchase Money Notes Guarantor and Initial Member hereby irrevocably and unconditionally agrees that service of all writs, process and summonses in any suit, action or proceeding pursuant to Section 13.7(a8.7(a) or Section 13.7(b8.7(b) may be effected by the mailing of copies thereof by registered or certified mail, postage prepaid, to it at its address for notices pursuant to Section 13.9 7.1 (and the Notice Schedule) (with copies to such other Persons as specified therein); provided, however, that nothing contained in this Section 12.3(c) the foregoing shall not affect the right of any party to serve process in any other manner permitted by Law;. Each of the Private Owner and the Company, in each case on behalf of itself and its Affiliates, further agrees that any such service of writs, process or summonses in any suit, action or proceeding pursuant to Section 8.7(a) or Section 8.7(b) on FDIC (in any capacity, including as Initial Member) shall be in accordance with requirements of applicable Law (including 12 CFR section 309.7(a)), with additional delivery of a copy of such writ, process or summons to the FDIC (in its applicable capacity(ies)) pursuant to the notice provisions in the Notice Schedule. (d) Nothing in this Section 13.7 8.7 shall constitute (i) consent to jurisdiction in any court by the FDICFDIC (in any capacity, including as the Transferor), other than as expressly provided in Section 13.7(a)(iii8.7(a)(iii) and Section 13.7(a)(iv8.7(a)(iv), or (ii) a waiver or limitation of any provision in the Federal Deposit Insurance Act or other applicable law relating to commencement, jurisdiction, venue, limitations, administrative exhaustion, judicial review, removal, remand, continuation or enforcement (including as to limitations on attachment or execution upon assets in the possession of the FDIC) of actions by or against the FDIC (in any capacity), or in any way limit which the FDIC’s right to remove, transfer, seek to dismiss, or otherwise respond to any suit, action, or proceeding against it FDIC (in any forumcapacity, including as the Transferor) is a party, including 12 U.S.C. § 1819(b), 1821(c), 1821(d), and 1821(j).

Jurisdiction; Venue and Service. (a) Each Grantorof (x) the Company, the Private Owner and the Bank, for itself and its AffiliatesAfliliatcs, and (y) the Initial Member, hereby irrevocably and unconditionally: (i) consents to the jurisdiction of the United States District Court for the Southern District of New York and to the jurisdiction of the United States District Court for the District of Columbia for any suit, action or proceeding against it or any of its Affiliates commenced by the Collateral PMN Agent, the Initial Member or any Purchase Money Notes Guarantor or the Initial Member 59 CADCfRAilC \'cnture 2011·1 Structured Transaction CuslOdial and Paying Agency Agreement Version X. X ,.. EXECUTION VERSION arising out of, o±~ relating to, or in connection with \Vith this Agreement or any other Ancillary Transaction Document, and waives any right to: (A) remove or transfer such suit, action or proceeding to any court or dispute-resolution forum other than the court in which the Collateral PMN Agent, the Initial Member, any Purchase Money Notes Guarantor or the Initial MemberGuarantor, as applicable, files the suit, action or proceeding without the consent of the Collateral PMN Agent, the Initial Member or such Purchase Money Notes Guarantor or the Initial MemberGuarantor, as applicable; (B) assert that venue is improper in either the United States District Court for the Southern District of New York or the United States District Court for the District of Columbia; or (C) assert that the United States District Court for the Southern District of New York or the United States District Court for the District of Columbia is an inconvenient forum.; (ii) consents to the jurisdiction of the Supreme Court of the State of New Nev·i York for any suit, action or proceeding against it or any of its Affiliates commenced by the Collateral PMN Agent, the Initial Member or any Purchase Money Notes Guarantor or the Initial Member arising out of, relating to, or in connection with this Agreement or any other Ancillary Transaction Document (other than the LLC Operating Agreement), and waives any right to: (A) remove or transfer such suit, action or proceeding to any other court or dispute-resolution forum without the consent of the Collateral PMN Agent, the Initial Member or such Purchase Money Notes Guarantor or the Initial MemberGuarantor, as applicable; (B) assert that venue is improper in the Supreme Court of thethe State ofNew York; or (C) assert that the Supreme Court of the State of New York isis an inconvenient forum. (iii) agrees to bring any suit, action or proceeding by any Grantor it or its Affiliates Affiliate against the Collateral PMN Agent, the Initial Member or any Purchase Money Notes Guarantor or the Initial Member arising out of, relating to, or in connection with this Agreement or any Ancillary Document in only either the United States District Court for the Southern District of New York or the United States District Court for the District of Columbia, and waives any right to remove or transfer such suit, action or proceeding to any other court or dispute-resolution forum without the consent of the Collateral PMN Agent, the Initial Member or such Purchase Money Notes Guarantor or the Initial MemberGuarantor, as applicable, and agrees to consent thereafter to transfer of the suit, action or proceeding to either the United States District Court for the Southern District of New York or the United States District Court for the District of Columbia at the option of the Collateral PMN Agent, the Initial Member or such Purchase Money Notes Guarantor or the Initial MemberGuarantor, as applicable; and (iv) agrees, if the United States District Court for the Southern Southem District of New York and the United States District Court for the District of Columbia both lack '·' f'XECUTION VFRSION jurisdiction to hear a suit, action or proceeding falling within Section 13.7(a)(iii19.3(a)Ciii), to bring that suit, action or proceeding in only the Supreme Court of the State of New York, and waives any right to remove or transfer such suit, action or proceeding to any other court or dispute-resolution forum without the consent of the Collateral PMN Agent, the Initial Member or the relevant Purchase Money Notes Guarantor or the Initial MemberGuarantor, as applicable. (b) Each Grantorof (x) the Company, on behalf of the Private Owner and the Bank, for itself and its Affiliates, and (y) the Initial Member, hereby irrevocably and unconditionally agrees that any final judgment entered against it in any suit, action or proceeding falling within Section 13.7(a19.3(a) may be enforced in any court of competent jurisdiction;. (c) Subject to the provisions of Section 13.7(d19.3(d), each Grantorof (x) the Company, the Private Owner and the Bank, on behalf of itself and its Affiliates, Collateral Agentand (y) the Initial Member, each Purchase Money Notes Guarantor and Initial Member the PMN Agent, hereby irrevocably and unconditionally agrees that service of all writs, process and summonses in any suit, action or proceeding pursuant to Section 13.7(a19.3(a) or Section 13.7(b19.3(b) may be effected by the mailing of copies thereof by registered or certified mail, postage prepaid, to it at its address for notices pursuant to Section 13.9 18.1 (with copies to such other Persons as specified therein); provided, however, that nothing contained in this Section 12.3(c19.3(c) shall affect the right of any party to serve process in any other manner permitted by Law;. (d) Nothing in this Section 13.7 19.3 shall constitute consent to jurisdiction in any court by the FDICFDIC (including as the Initial Member), other than as expressly provided in Section 13.7(a)(iii19.3(a){lii) and Section 13.7(a)(iv19.3(a)(iv), or in any way limit the FDIC’s 's right to remove, transfer, seek to dismiss, or otherwise respond to any suit, action, or proceeding against it in any forum.

Jurisdiction; Venue and Service. (a) Each Grantorof the Company, for the Private Owner and the Bank, in each case on behalf of itself and its Affiliates, hereby irrevocably and unconditionally: (i) consents to the jurisdiction of the United States District Court for the Southern District of New York and to the jurisdiction of the United States District Court for the District of Columbia for any suit, action or proceeding against it or any of its Affiliates such Affiliate commenced by the Collateral Agent, the Purchase Money Notes Guarantor Initial Member or the Initial Member Transferor arising out of, relating to, or in connection with this Agreement or any other Ancillary Transaction Document, and waives any right to: (A1) remove or transfer such suit, action or proceeding to any court or dispute-resolution forum other than the court in which the Collateral Agent, the Purchase Money Notes Guarantor Initial Member or the Initial MemberTransferor, as applicable, files the suit, action or proceeding without the consent of the Collateral Agent, the Purchase Money Notes Guarantor Initial Member or the Initial MemberTransferor, as applicable; (B2) assert that venue is improper in either the United States District Court for the Southern District of New York or the United States District Court for the District of Columbia; or (C3) assert that the United States District Court for the Southern District of New York or the United States District Court for the District of Columbia is an inconvenient forum.; (ii) consents to the jurisdiction of the Supreme Court of the State of New York for any suit, action or proceeding against it or any of its Affiliates such Affiliate commenced by the Collateral Agent, the Purchase Money Notes Guarantor Initial Member or the Initial Member Transferor arising out of, relating to, or in connection with this Agreement or any other Ancillary Transaction Document (other than the LLC Operating Agreement), and waives any right to: (A1) remove or transfer such suit, action or proceeding to any other court or dispute-resolution forum without the consent of the Collateral Agent, the Purchase Money Notes Guarantor Initial Member or the Initial Member, as applicableTransferor; (B2) assert that venue is improper in the Supreme Court of thethe State of New York, County of New York; or (C3) assert that the Supreme Court of the State of New York isYork, County of New York, is an inconvenient forum; (iii) agrees to bring any suit, action or proceeding by it or any Grantor or its Affiliates such Affiliate against the Collateral Agent, the Purchase Money Notes Guarantor or the Initial Member arising out of, relating to, or in connection with this Agreement or any Ancillary Document the Transferor in only either the United States District Court for the Southern District of New York or the United States District Court for the District of Columbia, and waives any right to remove or transfer such suit, action or proceeding to any other court or dispute-resolution forum without the consent of the Collateral Agent, the Purchase Money Notes Guarantor Initial Member or the Initial MemberTransferor, as applicable, and agrees to consent thereafter to transfer of the suit, action or proceeding to either the United States District Court for the Southern District of New York or the United States District Court for the District of Columbia at the option of the Collateral Agent, the Purchase Money Notes Guarantor Initial Member or the Initial MemberTransferor, as applicable; and; (iv) agrees, if the United States District Court for the Southern District of New York and the United States District Court for the District of Columbia both lack jurisdiction to hear a suit, action or proceeding falling within Section 13.7(a)(iii2.7(a)(iii), to bring that suit, action or proceeding in only the Supreme Court of the State of New York, County of New York, and waives any right to remove or transfer such suit, action or proceeding to any other court or dispute-resolution forum without the consent of the Collateral Agent, Initial Member the Purchase Money Notes Guarantor or the Initial MemberTransferor, as applicable; and (v) agrees, in any suit, action or proceeding that is brought in the Supreme Court of the State of New York for New York County in accordance with the above provisions of this Section 2.7(a), to request that such suit, action or proceeding be referred to the Commercial Division of such Court. (b) Each Grantorof the Company, the Private Owner and the Bank, in each case on behalf of itself and its Affiliates, hereby irrevocably and unconditionally agrees that any final judgment entered against it in any suit, action or proceeding falling within Section 13.7(a2.7(a) may be enforced in any court of competent jurisdiction;. (c) Subject to the provisions of Section 13.7(d2.7(d), each Grantorof the Company, the Private Owner and the Bank, in each case on behalf of itself and its Affiliates, Collateral Agent, Purchase Money Notes Guarantor and Initial Member hereby irrevocably and unconditionally agrees that service of all writs, process and summonses in any suit, action or proceeding pursuant to Section 13.7(a2.7(a) or Section 13.7(b2.7(b) may be effected by the mailing of copies thereof by registered or certified mail, postage prepaid, to it at its address for notices pursuant to Section 13.9 2.10 (and the Notice Schedule) (with copies to such other Persons as specified therein); provided, however, that nothing contained in this Section 12.3(c) the foregoing shall not affect the right of any party to serve process in any other manner permitted by Law;. Each of the Company, the Private Owner and the Bank, in each case on behalf of itself and its Affiliates, further agrees that any such service of writs, process or summonses in any suit, action or proceeding pursuant to Section 2.7(a) or Section 2.7(b) on FDIC (in any capacity) shall be in accordance with requirements of applicable Law (including 12 CFR section 309.7(a)), with additional delivery of a copy of such writ, process or summons to the FDIC (in its applicable capacity(ies)) pursuant to the notice provisions in Section 2.10 (and the Notice Schedule). (d) Nothing in this Section 13.7 2.7 shall constitute (i) consent to jurisdiction in any court by the FDICFDIC (in any capacity), other than as expressly provided in Section 13.7(a)(iii2.7(a)(iii) and Section 13.7(a)(iv2.7(a)(iv), or (ii) a waiver or limitation of any provision in the Federal Deposit Insurance Act or other applicable law relating to commencement, jurisdiction, venue, limitations, administrative exhaustion, judicial review, removal, remand, continuation or enforcement (including as to limitations on attachment or execution upon assets in the possession of the FDIC) of actions by or against the FDIC (in any capacity), or in any way limit which the FDIC’s right to remove, transfer, seek to dismiss, or otherwise respond to any suit, action, or proceeding against it FDIC (in any forumcapacity) is a party, including 12 U.S.C. § 1819(b), 1821(c), 1821(d), and 1821(j).