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

Jurisdiction; Venue; Consent to Service of Process. Each Grantor hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of any New York State court or Federal court of the United States of America sitting in New York City, and any appellate court thereof, in any action or proceeding arising out of or relating to this Security Agreement or the other Secured Debt Documents, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that, to the extent permitted by applicable law, all claims in respect of any such action or proceeding may be heard and determined in such New York State court or, to the extent permitted by applicable law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Security Agreement shall affect any right that the Collateral Agent or any other Secured Party may otherwise have to bring any action or proceeding relating to this Security Agreement or the other Secured Debt Documents against such Grantor or any of its property in the courts of any jurisdiction. Each of the parties hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Security Agreement or the other Secured Debt Documents in any foregoing court referred to in this Article. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. Each of the parties hereto irrevocably consents to service of process in the manner provided for notices in Article 12. Nothing in this Security Agreement will affect the right of any party hereto to serve process in any other manner permitted by law.

Jurisdiction; Venue; Consent to Service of Process. Each Grantor of the parties hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of any New York State court or Federal court of the United States of America sitting in New York City, and any appellate court thereof, in any action or proceeding arising out of or relating to this Security Collateral Agent Agreement or the other Secured Debt Documents, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that, to the extent permitted by applicable law, all claims in respect of any such action or proceeding may be heard and determined in such New York State court or, to the extent permitted by applicable law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Security Collateral Agent Agreement shall affect any right that the Collateral Agent or any other Secured Party may otherwise have to bring any action or proceeding relating to this Security Collateral Agent Agreement or the other Secured Debt Documents against such Grantor or any of its property in the courts of any jurisdiction. Each of the parties hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Security Collateral Agent Agreement or the other Secured Debt Documents in any foregoing court referred to in this Article. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. Each of the parties hereto irrevocably consents to service of process in the manner provided for notices in Article 12Section 10.2. Nothing in this Security Collateral Agent Agreement will affect the right of any party hereto to serve process in any other manner permitted by law.

Jurisdiction; Venue; Consent to Service of Process. Each Grantor hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of any New York State court or Federal court of the United States of America sitting in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Security Agreement or the other Secured Debt Loan Documents, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that, to the extent permitted by applicable law, all claims in respect of any such action or proceeding may be heard and determined in such New York State court or, to the extent permitted by applicable law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Security Agreement shall affect any right that the Collateral Administrative Agent or any other Secured Party may otherwise have to bring any action or proceeding relating to this Security Agreement or the other Secured Debt Loan Documents against such any Grantor or any of its property in the courts of any jurisdiction. Each of the parties hereto Grantor hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying Virtus Investment Partners, Inc. Security Agreement of venue of any suit, action or proceeding arising out of or relating to this Security Agreement or the other Secured Debt Loan Documents in any foregoing court referred to in this Article. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. Each of the parties hereto irrevocably consents to service of process in the manner provided for notices in Article 1211. Nothing in this Security Agreement will affect the right of any party hereto to serve process in any other manner permitted by law.

Jurisdiction; Venue; Consent to Service of Process. (a) Each Grantor Party hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive exclusive jurisdiction of any New York State court or Federal court courts of the United States State of America sitting in New York CityYork, and any appellate court thereofCounty of New York, in including the federal courts located therein, should federal jurisdiction requirements exist for any action or proceeding arising out of or relating to this Security Agreement or the other Secured Debt Documents, or for recognition or enforcement of any judgment, and each Agreement. Each of the parties hereto hereby irrevocably and unconditionally agrees that, Parties consents to the extent permitted by applicable law, all claims jurisdiction of such courts (and of the appropriate appellate courts) in respect of any such action or proceeding may be heard and determined in such New York State court orwaives any objection to venue laid therein. In addition, each of the Parties irrevocably and unconditionally waives and agrees not to assert by way of motion, as a defense or otherwise (i) any claim that it is not subject to the extent permitted jurisdiction of the above courts, (ii) that its property is exempt or immune from attachment or execution in any such action or proceeding in the above-named courts, (iii) that such action or proceeding is brought in an inconvenient forum, and (iv) that such action or proceeding should be transferred or removed to any court other than one of the above-named courts, or should be stayed by applicable lawreason of the pendency of some other proceeding in any other court other than one of the above-named courts, or that this Agreement or the subject matter hereof may not be enforced in or by such Federal courtcourts. Each of the parties hereto Parties hereby agrees not to commence any such action or proceeding other than before one of the above-named courts. Each of the Parties also hereby agrees that any final and non-appealable judgment against a final judgment Party in connection with any such action or proceeding shall be conclusive and binding on such Party and that such judgment may be enforced in other jurisdictions by suit on the judgment any court of competent jurisdiction, either within or in any other manner provided by law. Nothing in this Security Agreement shall affect any right that the Collateral Agent or any other Secured Party may otherwise have to bring any action or proceeding relating to this Security Agreement or the other Secured Debt Documents against such Grantor or any of its property in the courts of any jurisdiction. Each outside of the parties hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that it may now United States. A certified or hereafter have to the laying exemplified copy of venue of any suit, action such award or proceeding arising out of or relating to this Security Agreement or the other Secured Debt Documents in any foregoing court referred to in this Article. Each judgment shall be conclusive evidence of the parties hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, the defense of an inconvenient forum to the maintenance fact and amount of such action award or proceeding in any such courtjudgment. Each of the parties hereto irrevocably consents The foregoing consent to jurisdiction shall not (A) constitute submission to jurisdiction or general consent to service of process in the manner provided State of New York, County of New York, for notices in Article 12. Nothing in any purpose except with respect to any action or proceeding resulting from, relating to or arising out of this Security Agreement will affect or (B) be deemed to confer rights on any Person other than the right of any party hereto respective Parties to serve process in any other manner permitted by lawthis Agreement.

Jurisdiction; Venue; Consent to Service of Process. (a) Each Grantor Party hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive exclusive jurisdiction of any New York State court or Federal court courts of the United States State of America sitting in New York CityYork, and any appellate court thereofCounty of New York, in including the Federal courts located therein, should Federal jurisdiction requirements exist for any action or proceeding arising out of or relating to this Security Agreement or the other Secured Debt Documents, or for recognition or enforcement of any judgment, and each Agreement. Each of the parties hereto hereby irrevocably and unconditionally agrees that, Parties consents to the extent permitted by applicable law, all claims jurisdiction of such courts (and of the appropriate appellate courts) in respect of any such action or proceeding may be heard and determined in such New York State court orwaives any objection to venue laid therein. In addition, each of the Parties hereto irrevocably and unconditionally waives and agrees not to assert by way of motion, as a defense or otherwise (i) any claim that it is not subject to the extent permitted jurisdiction of the above courts, (ii) that its property is exempt or immune from attachment or execution in any such action or proceeding in the above-named courts, (iii) that such action or proceeding is brought in an inconvenient forum, and (iv) that such action or proceeding should be transferred or removed to any court other than one of the above-named courts, or should be stayed by applicable lawreason of the pendency of some other proceeding in any other court other than one of the above-named courts, or that this Agreement or the subject matter hereof may not be enforced in or by such Federal courtcourts. Each of the parties Parties hereto hereby agrees not to commence any such action or proceeding other than before one of the above-named courts. Each of the Parties hereto also hereby agrees that any final and unappealable judgment against a final judgment Party in connection with any such action or proceeding shall be conclusive and binding on such Party and that such judgment may be enforced in other jurisdictions by suit on the judgment any court of competent jurisdiction, either within or in any other manner provided by law. Nothing in this Security Agreement shall affect any right that the Collateral Agent or any other Secured Party may otherwise have to bring any action or proceeding relating to this Security Agreement or the other Secured Debt Documents against such Grantor or any of its property in the courts of any jurisdiction. Each outside of the parties hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that it may now United States. A certified or hereafter have to the laying exemplified copy of venue of any suit, action such award or proceeding arising out of or relating to this Security Agreement or the other Secured Debt Documents in any foregoing court referred to in this Article. Each judgment shall be conclusive evidence of the parties hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, the defense of an inconvenient forum to the maintenance fact and amount of such action award or proceeding in any such courtjudgment. Each of the parties hereto irrevocably consents The foregoing consent to jurisdiction shall not (A) constitute submission to jurisdiction or general consent to service of process in the manner provided State of New York, County of New York, for notices in Article 12. Nothing in any purpose except with respect to any action or proceeding resulting from, relating to or arising out of this Security Agreement will affect or (B) be deemed to confer rights on any Person other than the right of any party hereto respective Parties to serve process in any other manner permitted by lawthis Agreement.

Jurisdiction; Venue; Consent to Service of Process. Each Grantor hereby With respect to any action, suit or other proceeding resulting from, relating to or arising out of this Agreement, each Party irrevocably and unconditionally submits, for itself and its property, submits to the nonexclusive exclusive jurisdiction of any New York State court or Federal court of the United States District Court for the Southern District of America New York or, if such court will not accept jurisdiction, the Supreme Court of the State of New York or any court of competent civil jurisdiction sitting in New York CityCounty, and any appellate court thereof, in any action or proceeding arising out of or relating to this Security Agreement or the other Secured Debt Documents, or for recognition or enforcement of any judgment, New York (and each of the parties hereto hereby Party agrees not to commence any such action, suit or other proceeding except in such courts). In any such action, suit or other proceeding, each Party irrevocably and unconditionally waives and agrees thatnot to assert by way of motion, as a defense or otherwise any claims (a) that it is not subject to the extent permitted by applicable lawjurisdiction of the above courts, all claims in respect of any (b) that such action or suit is brought in an inconvenient forum or (c) that the venue of such action, suit or other proceeding may be heard and determined in such New York State court or, to the extent permitted by applicable law, in such Federal courtis improper. Each of the parties hereto Party also hereby agrees that any final and unappealable judgment against a final judgment Party in connection with any such action action, suit or other proceeding shall be conclusive and binding on such Party and that such award or judgment may be enforced in any court of competent jurisdiction, either within or outside of the United States. A certified or exemplified copy of such award or judgment shall be conclusive evidence of the fact and amount of such award or judgment. With respect to any action, suit or other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Security Agreement shall affect any right that the Collateral Agent or any other Secured Party may otherwise have proceeding for which it has submitted to bring any action or proceeding relating jurisdiction pursuant to this Security Agreement or the other Secured Debt Documents against such Grantor or any of its property in the courts of any jurisdiction. Each of the parties hereto hereby irrevocably and unconditionally waivesSection, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Security Agreement or the other Secured Debt Documents in any foregoing court referred to in this Article. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. Each of the parties hereto each Party irrevocably consents to service of process in the manner provided for the giving of notices in Article 12pursuant to Section 12.3 of this Agreement. Nothing in this Security Agreement will Section shall affect the right of any party hereto Party to serve process in any other manner permitted by lawLaw. The foregoing consent to jurisdiction shall not (a) constitute submission to jurisdiction or general consent to service of process in the State of New York for any purpose except with respect to any action, suit or proceeding resulting from, relating to or arising out of this Agreement or (b) be deemed to confer rights on any person other than the respective Parties to this Agreement.

Jurisdiction; Venue; Consent to Service of Process. Each Grantor hereby With respect to any action, suit or other proceeding resulting from, relating to or arising out of this Agreement, each Party irrevocably and unconditionally submits, for itself and its property, submits to the nonexclusive exclusive jurisdiction of any New York State court or Federal court of the United States District Court for the Southern District of America New York or, if such court will not accept jurisdiction, the Supreme Court of the State of New York or any court of competent civil jurisdiction sitting in New York CityCounty, and any appellate court thereof, in any action or proceeding arising out of or relating to this Security Agreement or the other Secured Debt Documents, or for recognition or enforcement of any judgment, New York (and each of the parties hereto hereby Party agrees not to commence any such action, suit or other proceeding except in such courts). In any such action, suit or other proceeding, each Party irrevocably and unconditionally waives and agrees thatnot to assert by way of motion, as a defense or otherwise any claims (a) that it is not subject to the extent permitted by applicable lawjurisdiction of the above courts, all claims in respect of any (b) that such action or suit is brought in an inconvenient forum or (c) that the venue of such action, suit or other proceeding may be heard and determined in such New York State court or, to the extent permitted by applicable law, in such Federal courtis improper. Each of the parties hereto Party also hereby agrees that any final and unappealable judgment against a final judgment Party in connection with any such action action, suit or other proceeding shall be conclusive and binding on such Party and that such award or judgment may be enforced in any court of competent jurisdiction, either within or outside of the United States. A certified or exemplified copy of such award or judgment shall be conclusive evidence of the fact and amount of such award or judgment. With respect to any action, suit or other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Security Agreement shall affect any right that the Collateral Agent or any other Secured Party may otherwise have proceeding for which it has submitted to bring any action or proceeding relating jurisdiction pursuant to this Security Agreement or the other Secured Debt Documents against such Grantor or any of its property in the courts of any jurisdiction. Each of the parties hereto hereby irrevocably and unconditionally waivesSection, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Security Agreement or the other Secured Debt Documents in any foregoing court referred to in this Article. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. Each of the parties hereto each Party irrevocably consents to service of process in the manner provided for the giving of notices in Article 12pursuant to Section 11.3 of this Agreement. Nothing in this Security Agreement will Section shall affect the right of any party hereto Party to serve process in any other manner permitted by lawLaw. The foregoing consent to jurisdiction shall not (a) constitute submission to jurisdiction or general consent to service of process in the State of New York for any purpose except with respect to any action, suit or proceeding resulting from, relating to or arising out of this Agreement or (b) be deemed to confer rights on any person other than the respective Parties to this Agreement.

Jurisdiction; Venue; Consent to Service of Process. (a) Each Grantor party hereto hereby irrevocably and unconditionally submits, for itself and its property, consents to submit to the nonexclusive exclusive jurisdiction of any New York the Chancery Court in the State court or Federal court of the United States of America sitting Delaware in New York City, and any appellate court thereof, in connection with any action or proceeding arising out of or instituted relating to this Security Agreement Agreement. Each of the parties consents to the jurisdiction of such court (and of the appropriate appellate courts) in any such action or the other Secured Debt Documentsproceeding and hereby waives (x) any objection to venue laid therein and (y) any right to remove such action or proceeding to a federal court. In addition, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally waives and agrees thatnot to assert by way of motion, as a defense or otherwise (i) any claim that it is not subject to the extent permitted by applicable lawjurisdiction of the above court, all claims (ii) that its property is exempt or immune from attachment or execution in respect of any such action or proceeding in the above-named courts, (iii) that such action or proceeding is brought in an inconvenient or improper forum, (iv) that such action or proceeding should be transferred or removed to any court other than the above-named court, or should be stayed by reason of the pendency of some other proceeding in any other court other than the above-named court, or that this Agreement or the subject matter hereof may not be heard and determined enforced in or by such New York State court or, to the extent permitted by applicable law, in such Federal court. Each of the parties hereto hereby agrees not to commence any such action or proceeding other than before the above-named court. Each of the parties hereto also hereby agrees that any final and unappealable judgment against a final judgment party in connection with any such action or proceeding shall be conclusive and binding on such party and that such judgment may be enforced in other jurisdictions by suit on any court of competent jurisdiction, either within or outside of the United States. A certified or exemplified copy of such award or judgment shall be conclusive evidence of the fact and amount of such award or judgment. The foregoing consent to jurisdiction shall not (a) constitute submission to jurisdiction in the State of Delaware for any other manner provided by law. Nothing in this Security Agreement shall affect any right that the Collateral Agent or any other Secured Party may otherwise have purpose except with respect to bring any action or proceeding resulting from, relating to this Security Agreement or the other Secured Debt Documents against such Grantor or any of its property in the courts of any jurisdiction. Each of the parties hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of this Agreement or relating (b) be deemed to confer rights on any Person other than the respective parties to this Security Agreement or Agreement. Without limiting the other Secured Debt Documents in any foregoing court referred to in this Article. Each of the parties hereto hereby irrevocably waivesforegoing, to the fullest extent permitted by applicable law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. Each of the parties hereto irrevocably consents to each party agrees that service of process on such party as provided in the manner provided for notices in Article 12. Nothing in this Security Agreement will affect the right Section 11.1 shall be deemed effective service of any party hereto to serve process in any other manner permitted by lawon such party.

Jurisdiction; Venue; Consent to Service of Process. Each Grantor hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of any New York State court or Federal court of the United States of America sitting in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Security Agreement or the other Secured Debt Loan Documents, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that, to the extent permitted by applicable law, all claims in respect of any such action or proceeding may be heard and determined in such New York State court or, to the extent permitted by applicable law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Security Agreement shall affect any right that the Collateral Administrative Agent or any other Secured Party may otherwise have to bring any action or proceeding relating to this Security Agreement or the other Secured Debt Loan Documents against such Grantor or any of its property in the courts of any jurisdiction. Each of the parties hereto Grantor hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Security Agreement or the other Secured Debt Loan Documents in any foregoing court referred to in this Article. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. Each of the parties party hereto irrevocably consents to service of process in the manner provided for notices in Article 12. Nothing in this Security Agreement will affect the right of any party hereto to serve process in any other manner permitted by law.

Jurisdiction; Venue; Consent to Service of Process. Each Grantor The Borrower hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of any New York State court or Federal court the courts of the United States State of America sitting in New York CityColorado, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Security Agreement or the other Secured Debt Loan Documents, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that, to the extent permitted by applicable law, all claims in respect of any such action or proceeding may be heard and determined in such New York State Colorado court or, to the extent permitted by applicable law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Security Agreement shall affect any right that the Collateral Agent Lender or any other Secured Party may otherwise have to bring any action or proceeding relating to this Security Agreement or the other Secured Debt Loan Documents against such Grantor the Borrower or any of its property in the courts of any jurisdiction. Each of the parties hereto The Borrower hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do sopermitted by applicable law, any objection that it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Security Agreement or the other Secured Debt Loan Documents in any foregoing court referred to in this Article. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. Each of the parties hereto irrevocably consents to service of process in the manner provided for notices in Article 1210. Nothing in this Security Agreement will affect the right of any party hereto to serve process in any other manner permitted by law.

Jurisdiction; Venue; Consent to Service of Process. Each Grantor hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of any New York State court or Federal court of the United States of America sitting in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Security Agreement or the other Secured Debt Indenture Documents, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that, to the extent permitted by applicable law, all claims in respect of any such action or proceeding may be heard and determined in such New York State court or, to the extent permitted by applicable law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Security Agreement shall affect any right that the Collateral Agent Trustee or any other Secured Party Holder may otherwise have to bring any action or proceeding relating to this Security Agreement or the other Secured Debt Indenture Documents against such Grantor or any of its property in the courts of any jurisdiction. Each of the parties hereto Grantor hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Security Agreement or the other Secured Debt Indenture Documents in any foregoing court referred to in this ArticleSection. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. Each of the parties party hereto irrevocably consents to service of process in the manner provided for notices in Article 12Section 16. Nothing in this Security Agreement will affect the right of any party hereto to serve process in any other manner permitted by law.

Jurisdiction; Venue; Consent to Service of Process. Each Grantor hereby With respect to any action, suit or other proceeding resulting from, relating to or arising out of this Agreement, each Party irrevocably and unconditionally submits, for itself and its property, submits to the nonexclusive exclusive jurisdiction of any New York State court or Federal court of the United States District Court for the Southern District of America New York or, if such court will not accept jurisdiction, the Supreme Court of the State of New York or any court of competent civil jurisdiction sitting in New York CityCounty, and any appellate court thereof, in any action or proceeding arising out of or relating to this Security Agreement or the other Secured Debt Documents, or for recognition or enforcement of any judgment, New York (and each of the parties hereto hereby Party agrees not to commence any such action, suit or other proceeding except in such courts). In any such action, suit or other proceeding, each Party irrevocably and unconditionally waives and agrees thatnot to assert by way of motion, as a defense or otherwise any claims (a) that it is not subject to the extent permitted by applicable lawjurisdiction of the above courts, all claims in respect of any (b) that such action or suit is brought in an inconvenient forum or (c) that the venue of such action, suit or other proceeding may be heard and determined in such New York State court or, to the extent permitted by applicable law, in such Federal courtis improper. Each of the parties hereto Party also hereby agrees that any final and unappealable judgment against a final judgment Party in connection with any such action action, suit or other proceeding shall be conclusive and binding on such Party and that such award or judgment may be enforced in any court of competent jurisdiction, either within or outside of the United States. A certified or exemplified copy of such award or judgment shall be conclusive evidence of the fact and amount of such award or judgment. With respect to any action, suit or other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Security Agreement shall affect any right that the Collateral Agent or any other Secured Party may otherwise have proceeding for which it has submitted to bring any action or proceeding relating jurisdiction pursuant to this Security Agreement or the other Secured Debt Documents against such Grantor or any of its property in the courts of any jurisdiction. Each of the parties hereto hereby irrevocably and unconditionally waivesSection, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Security Agreement or the other Secured Debt Documents in any foregoing court referred to in this Article. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. Each of the parties hereto each Party irrevocably consents to service of process in the manner provided for the giving of notices in Article 12pursuant to Section 10.3 of this Agreement. Nothing in this Security Agreement will Section shall affect the right of any party hereto Party to serve process in any other manner permitted by lawLaw. The foregoing consent to jurisdiction shall not (a) constitute submission to jurisdiction or general consent to service of process in the State of New York for any purpose except with respect to any action, suit or proceeding resulting from, relating to or arising out of this Agreement or (b) be deemed to confer rights on any person other than the respective Parties to this Agreement.

Jurisdiction; Venue; Consent to Service of Process. Each Grantor hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of any New York State court or Federal court of the United States of America sitting in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Supplemental Security Agreement or the other Secured Debt Loan Documents, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that, to the extent permitted by applicable law, all claims in respect of any such action or proceeding may be heard and determined in such New York State court or, to the extent permitted by applicable law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Supplemental Security Agreement shall affect any right that the Collateral Administrative Agent or any other Secured Party may otherwise have to bring any action or proceeding relating to this Supplemental Security Agreement or the other Secured Debt Loan Documents against such Grantor or any of its property in the courts of any jurisdiction. Each of the parties hereto Grantor hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Supplemental Security Agreement or the other Secured Debt Loan Documents in any foregoing court referred to in this Article. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. Each of the parties party hereto irrevocably consents to service of process in the manner provided for notices in Article 12. Nothing in this Supplemental Security Agreement will affect the right of any party hereto to serve process in any other manner permitted by law.

Jurisdiction; Venue; Consent to Service of Process. Each The Grantor hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of any the courts of the State of New York State court or Federal court of the United States of America sitting in New York CityCounty and of the United Stated District Court for the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Security Pledge Agreement or the other Secured Debt Loan Documents, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that, to the extent permitted by applicable law, all claims in respect of any such action or proceeding may be heard and determined in such New York State court or, to the extent permitted by applicable law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Security Pledge Agreement shall affect any right that the Collateral Administrative Agent or any other Secured Party may otherwise have to bring any action or proceeding relating to this Security Pledge Agreement or the other Secured Debt Loan Documents against such the Grantor or any of its property in the courts of any jurisdiction. Each of the parties hereto The Grantor hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Security Pledge Agreement or the other Secured Debt Loan Documents in any foregoing court referred to in this Article. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. Each of the parties hereto irrevocably consents to service of process in the manner provided for notices in Article 1211. VP Distributors, Inc. Pledge Agreement Nothing in this Security Pledge Agreement will affect the right of any party hereto to serve process in any other manner permitted by law.

Jurisdiction; Venue; Consent to Service of Process. (a) Each Grantor Party hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive exclusive jurisdiction of any New York State court or Federal court courts of the United States State of America sitting in New York CityYork, and any appellate court thereofCounty of New York, in including the federal courts located therein, should federal jurisdiction requirements exist for any action or proceeding arising out of or relating to this Security Agreement or the other Secured Debt Documents, or for recognition or enforcement of any judgment, and each Agreement. Each of the parties hereto hereby irrevocably and unconditionally agrees that, Parties consents to the extent permitted by applicable law, all claims jurisdiction of such courts (and of the appropriate appellate courts) in respect of any such action or proceeding may be heard and determined in such New York State court orwaives any objection to venue laid therein. In addition, each of the Parties irrevocably and unconditionally waives and agrees not to assert by way of motion, as a defense 68 or otherwise (i) any claim that it is not subject to the extent permitted jurisdiction of the above courts, (ii) that its property is exempt or immune from attachment or execution in any such action or proceeding in the above-named courts, (iii) that such action or proceeding is brought in an inconvenient forum, and (iv) that such action or proceeding should be transferred or removed to any court other than one of the above-named courts, or should be stayed by applicable lawreason of the pendency of some other proceeding in any other court other than one of the above-named courts, or that this Agreement or the subject matter hereof may not be enforced in or by such Federal courtcourts. Each of the parties hereto Parties hereby agrees not to commence any such action or proceeding other than before one of the above-named courts. Each of the Parties also hereby agrees that any final and non-appealable judgment against a final judgment Party in connection with any such action or proceeding shall be conclusive and binding on such Party and that such judgment may be enforced in other jurisdictions by suit on the judgment any court of competent jurisdiction, either within or in any other manner provided by law. Nothing in this Security Agreement shall affect any right that the Collateral Agent or any other Secured Party may otherwise have to bring any action or proceeding relating to this Security Agreement or the other Secured Debt Documents against such Grantor or any of its property in the courts of any jurisdiction. Each outside of the parties hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that it may now United States. A certified or hereafter have to the laying exemplified copy of venue of any suit, action such award or proceeding arising out of or relating to this Security Agreement or the other Secured Debt Documents in any foregoing court referred to in this Article. Each judgment shall be conclusive evidence of the parties hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, the defense of an inconvenient forum to the maintenance fact and amount of such action award or proceeding in any such courtjudgment. Each of the parties hereto irrevocably consents The foregoing consent to jurisdiction shall not (A) constitute submission to jurisdiction or general consent to service of process in the manner provided State of New York, County of New York, for notices in Article 12. Nothing in any purpose except with respect to any action or proceeding resulting from, relating to or arising out of this Security Agreement will affect or (B) be deemed to confer rights on any Person other than the right of any party hereto respective Parties to serve process in any other manner permitted by lawthis Agreement.