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(a) Except as otherwise provided in Section 2.7, for 2.8 or 4.9, each of the parties hereto (a) consents to submit itself and its property, to the nonexclusive exclusive personal jurisdiction of the Delaware Court of Chancery and any New York State court or Federal court located in the State of Delaware in the United States event of America sitting in New York City, and any appellate court thereof, in any action or proceeding Action arising out of or relating to this Security Separation 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 waivestransactions contemplated by this Separation Agreement, to the fullest extent it may legally and effectively do so, any objection (b) agrees that it may now will not attempt to deny or hereafter have to the laying of venue of defeat such personal jurisdiction by motion or other request for leave from any suitsuch court, action or proceeding and (c) agrees that it will not bring any Action arising out of or relating to this Security Separation Agreement or any of the other Secured Debt Documents transactions contemplated by this Separation Agreement in any foregoing court referred other than the Delaware Court of Chancery or a Federal court sitting in the State of Delaware. In any Action arising out of or relating to this Separation Agreement or any of the transactions contemplated by this Separation Agreement, each party irrevocably and unconditionally waives and agrees not to assert by way of motion, as a defense or otherwise any claims that it is not subject to the jurisdiction of the above courts, that such Action is brought in this Articlean inconvenient forum or that the venue of such Action is improper. Each of the parties hereto also hereby irrevocably waivesagrees that any final and unappealable Judgment against a party in connection with any such Action shall be conclusive and binding on such party and that such award or Judgment may be enforced in any court of competent jurisdiction, to either within or outside of the fullest extent permitted by applicable law, the defense of an inconvenient forum to the maintenance United States. A certified or exemplified copy of such action or proceeding in any such court. Each Judgment shall be conclusive evidence of the parties fact and amount of such Judgment. (b) Each party hereto irrevocably consents to service of process in the manner provided for the giving of notices in Article 12pursuant to Section 9.10 of this Separation Agreement. Nothing in this Security Agreement will Section 9.16 shall affect the right of any party hereto to serve process in any other manner permitted by lawapplicable 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 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 or general consent to service of process in the State of New York, County of New York, 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 Agreement. (b) To the extent that any Party has or the other Secured Debt Documents hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in any foregoing court referred aid of execution, execution or otherwise) with respect to in this Article. Each itself or its property, each of the parties hereto such Seller or Purchaser hereby irrevocably waives, waives such immunity in respect of its obligations with respect 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. this Agreement. (c) Each of the parties hereto Party irrevocably consents to service of process in the manner provided for the giving of notices in Article 12pursuant to Section 10.2 of this Agreement. Nothing in this Security Agreement will Section 10.5 shall affect the right of any party hereto Party to serve process in any other manner permitted by lawLaw.

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 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. 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. (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 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 or general consent to service of process in the State of New York, County of New York, 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 Agreement. (b) To the extent that any Party has or the other Secured Debt Documents hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in any foregoing court referred aid of execution, execution or otherwise) with respect to in this Article. Each itself or its property, each of the parties hereto such Seller or Purchaser hereby irrevocably waives, waives such immunity in respect of its obligations with respect 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. this Agreement. (c) Each of the parties hereto Party irrevocably consents to service of process in the manner provided for the giving of notices in Article 12pursuant to Section 11.1 of this Agreement. Nothing in this Security Agreement will Section 11.4 shall affect the right of any party hereto Party to serve process in any other manner permitted by lawLaw.

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. Each Grantor hereby irrevocably and unconditionally submits(a) Except as otherwise provided in Sections 2.6, for 2.7 or 4.9, each of the parties hereto (a) consents to submit itself and its property, to the nonexclusive exclusive personal jurisdiction of the Delaware Court of Chancery and any New York State court or Federal court located in the State of Delaware in the United States event of America sitting in New York City, and any appellate court thereof, in any action or proceeding Action 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 waivestransactions contemplated by this Agreement, to the fullest extent it may legally and effectively do so, any objection (b) agrees that it may now will not attempt to deny or hereafter have to the laying of venue of defeat such personal jurisdiction by motion or other request for leave from any suitsuch court, action or proceeding and (c) agrees that it will not bring any Action arising out of or relating to this Security Agreement or any of the other Secured Debt Documents transactions contemplated by this Agreement in any foregoing court referred other than the Delaware Court of Chancery or a Federal court sitting in the State of Delaware. In any Action arising out of or relating to this Agreement or any of the transactions contemplated by this Agreement, each party irrevocably and unconditionally waives and agrees not to assert by way of motion, as a defense or otherwise any claims that it is not subject to the jurisdiction of the above courts, that such Action is brought in this Articlean inconvenient forum or that the venue of such Action is improper. Each of the parties hereto also hereby irrevocably waivesagrees that any final and unappealable Judgment against a party in connection with any such Action shall be conclusive and binding on such party and that such award or Judgment may be enforced in any court of competent jurisdiction, to either within or outside of the fullest extent permitted by applicable law, the defense of an inconvenient forum to the maintenance United States. A certified or exemplified copy of such action or proceeding in any such court. Each Judgment shall be conclusive evidence of the parties fact and amount of such Judgment. (b) Each party hereto irrevocably consents to service of process in the manner provided for the giving of notices in Article 12pursuant to Section 9.10 of this Agreement. Nothing in this Security Agreement will Section 9.16 shall affect the right of any party hereto to serve process in any other manner permitted by lawapplicable Law.

Jurisdiction; Venue; Consent to Service of Process. (a) Each Grantor hereby party hereto 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 sitting in New York County and of the United States District Court of America sitting in the Southern District of New York CityYork, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Security Agreement or the any other Secured Debt DocumentsLoan Document, 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, that 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 or in any other Loan Document shall affect any right that the Collateral Agent Administrative Agent, any Lender or any other Secured Indemnified Party may otherwise have to bring any action or proceeding relating to this Security Agreement or the any other Secured Debt Documents Loan Document against such Grantor each Subsidiary Guarantor or any of its property properties in the courts of any jurisdiction. . (b) Each of the parties party hereto 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 any other Secured Debt Documents Loan Document in any foregoing court referred to in this Articlesubsection (a) above. 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. . (c) Each of the parties party hereto irrevocably consents to service of process in the manner provided for notices in Article 12Section 14. Nothing in this Security Agreement will affect the right of any party hereto to serve process in any other manner permitted by applicable law.

Jurisdiction; Venue; Consent to Service of Process. (a) Each Grantor of Lender Agent, each Lender and Purchaser hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive exclusive jurisdiction of any New York State court or Federal court and agrees that venue shall be proper in the courts of the United States of America sitting located in New York Citythe Western District of Washington or in a state court of record in King County, Washington, and any appellate court thereoftherefrom, in any action or proceeding arising out of or relating to or connected with this Security Agreement or the other Secured Debt DocumentsAgreement, or for recognition or enforcement of any judgment. Each of Lender Agent, each Lender and each of the parties hereto Purchaser hereby irrevocably and unconditionally agrees that, to the extent permitted by applicable law, that all claims in respect of any such action or proceeding may shall 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 Lender Agent, each Lender and Xxxxxxxxx agrees that a final judgment in any such action or proceeding shall will 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. . (b) Each of the parties hereto Lender Agent, each Lender and Purchaser hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that which 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 in the other Secured Debt Documents in any foregoing court referred to in this Articleabove identified court. Each of the parties hereto Lender Agent, each Lender and Purchaser 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 . (c) This Section 8.16 shall survive the Closing or the earlier termination or expiration 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 lawAgreement.

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 Section 11.1 shall be deemed effective service of process on such party. (b) To the manner provided for notices in Article 12. Nothing in this Security Agreement will affect the right extent that any party has or hereafter may acquire any immunity from jurisdiction of any party hereto court or from any legal process (whether through service or notice, attachment prior to serve process judgment, attachment in any other manner permitted by lawaid of execution, execution or otherwise) with respect to itself or its property, each of such Seller or Purchaser hereby irrevocably waives such immunity in respect of its obligations with respect to this 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 jurisdiction of the Delaware Court of Chancery or any New York State federal court or Federal court of the United States of America sitting in New York Citythe City of Wilmington, and any appellate court thereoffrom any such court, in any suit, action or proceeding arising out of or relating to this Security Agreement or the other Secured Debt DocumentsAgreement, or for recognition or enforcement of any judgmentjudgment resulting from any such suit, action or proceeding, and each of the parties hereto Party hereby irrevocably and unconditionally agrees that, to the extent permitted by applicable law, that all claims in respect of any such suit, action or proceeding may be heard and determined in such New York State court the Delaware Court of Chancery or, to the extent permitted by applicable law, by removal or otherwise, in such Federal federal court. Each The Parties further agree, to the extent permitted by law, that final and unappealable judgment against any of the parties hereto agrees that a final judgment them in any such action or proceeding contemplated above shall be conclusive and may be enforced in any other jurisdictions jurisdiction within or outside the United States by suit on the judgment judgment, a certified copy of which shall be conclusive evidence of the fact and amount of such judgment. (b) To the extent that any Party has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, each of such Seller or Purchaser hereby irrevocably waives such immunity in respect of its obligations with respect to this Agreement. (c) It shall be a condition precedent to each Party's right to bring any suit, action or proceeding arising out of or relating to this Agreement that such suit, action or proceeding, in the first instance, be brought in the Delaware Court of Chancery or, to the extent permitted by law, by removal or otherwise, in such federal court (unless such suit, action or proceeding is brought solely to obtain discovery or to enforce a judgment), and if each of the Delaware Court of Chancery and such federal court refuses to accept jurisdiction with respect thereto, such suit, action or proceeding may be brought in any other manner court with jurisdiction; provided by law. Nothing in this Security Agreement shall affect any right that the Collateral Agent or foregoing condition precedent shall not apply to any other Secured Party may otherwise have to bring any suit, action or proceeding relating by a Party seeking indemnification or contribution pursuant to this Security Agreement or the other Secured Debt Documents otherwise in respect of a suit, action or proceeding against such Grantor Party if such suit, action or any of its property proceeding by such Party seeking indemnification or contribution is brought in the courts same court as the suit, action or proceeding against such Party. (d) No Party may move to (i) transfer any such suit, action or proceeding from the Delaware Court of Chancery or such federal court to another jurisdiction, (ii) consolidate any such suit, action or proceeding brought in the Delaware Court of Chancery or such federal court with a suit, action or proceeding in another jurisdiction or (iii) dismiss any such suit, action or proceeding brought in the Delaware Court of Chancery or such federal court for the purpose of bringing the same in another jurisdiction. . (e) Each of the parties hereto Party hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, (i) 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 in the Delaware Court of Chancery or any federal court sitting in the other Secured Debt Documents in any foregoing court referred to in this Article. Each City of the parties hereto hereby irrevocably waivesWilmington, to the fullest extent permitted by applicable law, (ii) the defense of an inconvenient forum to the maintenance of such suit, action or proceeding in any such court. court and (iii) the right to object, with respect to such suit, action or proceeding, that such court does not have jurisdiction over such Party. (f) Each of the parties hereto Party irrevocably consents to service of process in the manner provided for the giving of notices in Article 12pursuant to Section 11.1 of this Agreement. Nothing in this Security Agreement will Section 11.3 shall affect the right of any party hereto Party 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. 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 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 or general consent to service of process in the State of New York, County of New York, 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 Agreement. (b) To the extent that any Party has or the other Secured Debt Documents hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in any foregoing court referred aid of execution, execution or otherwise) with respect to in this Article. Each itself or its property, each of the parties hereto such Seller or Purchaser hereby irrevocably waives, waives such immunity in respect of its obligations with respect 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. this Agreement. (c) Each of the parties hereto Party irrevocably consents to service of process in the manner provided for the giving of notices in Article 12pursuant to Section 10.2 of this Agreement. Nothing in this Security Agreement will Section 10.5 shall affect the right of any party hereto Party to serve process in any other manner permitted by lawLaw.

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. (a) Each Grantor party to this Agreement hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of any New York the Superior Court of the State court or Federal court of Delaware sitting in Wilmington County, of the Chancery Court of the State of Delaware and of the United States District Court of America sitting in New York Citythe District of Delaware, 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 DocumentsAgreement, or for recognition or enforcement of any judgmentjudgment in any such action, and each of the parties hereto hereby irrevocably and unconditionally agrees that, to the extent permitted by applicable law, that all claims in respect of any such action or proceeding may be heard and determined in such New York State court Delaware or, to the extent permitted by applicable law, in such Federal 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 any of the Collateral Agent or any other Secured Party parties may otherwise have to bring any action or proceeding relating to this Security Agreement against any other parties or the other Secured Debt Documents against such Grantor or any of its property their properties in the courts of any jurisdiction. . (b) Each of the parties hereto party to this Agreement hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that which 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 ArticleSection 23(a). 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. . (c) Each of the parties hereto party to this Agreement irrevocably consents to service of process in any action or proceeding arising out of or relating to this Agreement, in the manner provided for notices (other than telecopy and email) in Article 12Section 19. Nothing in this Security Agreement will affect the right of any party hereto to this Agreement to serve process in any other manner permitted by applicable 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. (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 Agreement. Without limiting the foregoing, each party agrees that service of process on such party as provided in Section 11.1 shall be deemed effective service of process on such party. (b) To the extent that any party has or the other Secured Debt Documents hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in any foregoing court referred aid of execution, execution or otherwise) with respect to in this Article. Each itself or its property, each of the parties hereto such Seller or Purchaser hereby irrevocably waives, waives such immunity in respect of its obligations with respect 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. this Agreement. (c) Each of the parties hereto party irrevocably consents to service of process in the manner provided for the giving of notices in Article 12pursuant to Section 11.1 of this Agreement. Nothing in this Security Agreement will Section 11.3 shall affect the right of any party hereto to serve process in any other manner permitted by lawLaw.

Jurisdiction; Venue; Consent to Service of Process. (a) Each Grantor party hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of any the state courts of the State of New York State or any federal court or Federal court sitting in the City of the United States of America sitting New York in New York City, County and any appellate court thereoffrom any such court, in any suit, action or proceeding arising out of or relating to this Security Agreement or the other Secured Debt DocumentsRelated Agreements, or for recognition or enforcement of any judgmentjudgment resulting from any such suit, action or proceeding, and each of the parties hereto party hereby irrevocably and unconditionally agrees that, to the extent permitted by applicable law, that all claims in respect of any such suit, action or proceeding may be heard and determined in such any court in the State of New York State court or, to the extent permitted by applicable law, by removal or otherwise, in such Federal federal court. Each The parties further agree, to the extent permitted by law, that final and nonappealable judgment against any of the parties hereto agrees that a final judgment them in any such action or proceeding contemplated above shall be conclusive and may be enforced in any other jurisdictions jurisdiction within or outside the United States by suit on the judgment judgment, a certified copy of which shall be conclusive evidence of the fact and amount of such judgment. (b) To the extent that any party has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, each of such Parties hereby irrevocably waives such immunity in respect of its obligations with respect to this Agreement. (c) It shall be a condition precedent to each party's right to bring any suit, action or proceeding arising out of or relating to this Agreement that such suit, action or proceeding, in the first instance, be brought in a state court located in the State of New York or, to the extent permitted by law, by removal or otherwise, in such federal court (unless such suit, action or proceeding is brought solely to obtain discovery or to enforce a judgment), and if each of the state courts in the State of New York and such federal court refuses to accept jurisdiction with respect thereto, such suit, action or proceeding may be brought in any other manner provided by law. Nothing in this Security Agreement shall affect court with jurisdiction. (d) No party may move to (i) transfer any right that the Collateral Agent or any other Secured Party may otherwise have to bring any such suit, action or proceeding relating to this Security Agreement or the other Secured Debt Documents against such Grantor or any of its property from a state court in the courts State of New York or such federal court to another jurisdiction, (ii) consolidate any such suit, action or proceeding brought in a state court in the State of New York or such federal court with a suit, action or proceeding in another jurisdiction or (iii) dismiss any such suit, action or proceeding brought in a state court in the State of New York or such federal court for the purpose of bringing the same in another jurisdiction. . (e) Each of the parties hereto party hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, (i) 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 in a state court in the State of New York or any federal court sitting in the other Secured Debt Documents in any foregoing court referred to in this Article. Each City of the parties hereto hereby irrevocably waivesNew York, to the fullest extent permitted by applicable law, (ii) the defense of an inconvenient forum to the maintenance of such suit, action or proceeding in any such court. court and (iii) the right to object, with respect to such suit, action or proceeding, that such court does not have jurisdiction over such party. (f) Each of the parties hereto party irrevocably consents to service of process in the manner provided for the giving of notices in Article 12pursuant to Section 11.01. Nothing in this Security Agreement will Section 11.08 shall 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 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 Grantor hereby irrevocably and unconditionally submits, for of the parties hereto (a) consents to submit itself and its propertyto the exclusive personal jurisdiction of the Delaware Chancery Court (or, to the nonexclusive jurisdiction extent such court does not have subject matter jurisdiction, the Superior Court of any New York the State court of Delaware), or, if it has or Federal court of can acquire jurisdiction, in the United States District Court for the District of America sitting Delaware in New York City, and the event of any appellate court thereof, in any action or proceeding Action 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 waivestransactions contemplated by this Agreement, to the fullest extent it may legally and effectively do so, any objection (b) agrees that it may now will not attempt to deny or hereafter have to the laying of venue of defeat such personal jurisdiction by motion or other request for leave from any suitsuch court, action or proceeding and (c) agrees that it will not bring any Action arising out of or relating to this Security Agreement or any of the other Secured Debt Documents transactions contemplated by this Agreement in any foregoing court referred other than the Delaware Chancery Court or a federal court sitting in the State of Delaware. In any Action arising out of or relating to this Agreement or any of the transactions contemplated by this Agreement, each party irrevocably and unconditionally waives and agrees not to assert by way of motion, as a defense or otherwise any claims that it is not subject to the jurisdiction of the above courts, that such Action is brought in this Articlean inconvenient forum or that the venue of such Action is improper. Each of the parties hereto also hereby irrevocably waivesagrees that any final and unappealable judgment against a party in connection with any such Action shall be conclusive and binding on such party and that such award or judgment may be enforced in any court of competent jurisdiction, to either within or outside of the fullest extent permitted by applicable law, the defense of an inconvenient forum to the maintenance United States. A certified or exemplified copy of such action or proceeding in any judgment shall be conclusive evidence of the fact and amount of such courtjudgment. Each of the parties party hereto irrevocably consents to service of process in the manner provided for the giving of notices in Article 12pursuant to Section 14(b) of this Agreement. Nothing in this Security Agreement will Section 14(h) shall affect the right of any party hereto to serve process in any other manner permitted by lawapplicable 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 jurisdiction of any the state courts of the State of New York State located in the City of New York, or any federal court or Federal court sitting in the City of the United States of America sitting New York in New York City, County and any appellate court thereoffrom any such court, in any suit, action or proceeding arising out of or relating to this Security Agreement or the other Secured Debt DocumentsRelated Agreements, or for recognition or enforcement of any judgmentjudgment resulting from any such suit, action or proceeding, and each of the parties hereto Party hereby irrevocably and unconditionally agrees that, to the extent permitted by applicable law, that all claims in respect of any such suit, action or proceeding may be heard and determined in such any court in the State of New York State court located in the City of New York or, to the extent permitted by applicable law, by removal or otherwise, in such Federal federal court. Each The Parties further agree, to the extent permitted by law, that final and nonappealable judgment against any of the parties hereto agrees that a final judgment them in any such action or proceeding contemplated above shall be conclusive and may be enforced in any other jurisdictions jurisdiction within or outside the United States by suit on the judgment judgment, a certified copy of which shall be conclusive evidence of the fact and amount of such judgment. (b) To the extent that any Party has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, each of such Parties hereby irrevocably waives such immunity in respect of its obligations with respect to this Agreement. (c) It shall be a condition precedent to each Party's right to bring any suit, action or proceeding arising out of or relating to this Agreement that such suit, action or proceeding, in the first instance, be brought in a state court located in the State of New York located in the City of New York or, to the extent permitted by law, by removal or otherwise, in such federal court (unless such suit, action or proceeding is brought solely to obtain discovery or to enforce a judgment), and if each of the state courts in the State of New York located in the City of New York and such federal court refuses to accept jurisdiction with respect thereto, such suit, action or proceeding may be brought in any other manner provided by law. Nothing in this Security Agreement shall affect any right that the Collateral Agent or any other Secured court with jurisdiction. (d) No Party may otherwise have move to bring (i) transfer any such suit, action or proceeding relating to this Security Agreement or the other Secured Debt Documents against such Grantor or any of its property from a state court in the courts State of New York located in the City of New York or such federal court to another jurisdiction, (ii) consolidate any such suit, action or proceeding brought in a state court in the State of New York located in the City of New York or such federal court with a suit, action or proceeding in another jurisdiction or (iii) dismiss any such suit, action or proceeding brought in a state court in the State of New York located in the City of New York or such federal court for the purpose of bringing the same in another jurisdiction. . (e) Each of the parties hereto Party hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, (i) 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 in a state court in the State of New York located in the City of New York or any federal court sitting in the other Secured Debt Documents in any foregoing court referred to in this Article. Each City of the parties hereto hereby irrevocably waivesNew York, to the fullest extent permitted by applicable law, (ii) the defense of an inconvenient forum to the maintenance of such suit, action or proceeding in any such court. court and (iii) the right to object, with respect to such suit, action or proceeding, that such court does not have jurisdiction over such Party. (f) Each of the parties hereto Party irrevocably consents to service of process in the manner provided for the giving of notices in Article 12pursuant to Section 12.01. Nothing in this Security Agreement will Section 12.09 shall affect the right of any party hereto Party 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 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.