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

Submission to Jurisdiction Waivers; Consent to Service of Process. (a) Each of Terra and Lycos irrevocably agree that any legal action or proceeding with respect to this Agreement or for recognition and enforcement of any judgment in respect hereof brought by another party hereto or its successors or assigns may be brought and determined in any Delaware state court or Federal court sitting in the State of New York or the State of Delaware, and each of Terra and Lycos hereby (x) irrevocably submits with regard to any such action or proceeding for itself and in respect to its property, generally and unconditionally, to the exclusive personal jurisdiction of the aforesaid courts in the event any dispute arises out of this Agreement or any transaction contemplated hereby, (y) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court and (z) agrees that it will not bring any action relating to this Agreement or any transaction contemplated hereby in any court other than any Delaware state or Federal court sitting in the State of New York or the State of Delaware. Any service of process to be made in such action or proceeding may be made by delivery of process in accordance with the notice provisions contained in Section 10.11(b). Each of Terra and Lycos hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement, (a) the defense of sovereign immunity, (b) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason other than the failure to serve process in accordance with this Section 10.11, (c) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and (d) to the fullest extent permitted by applicable law that (i) the suit, action or proceeding in any such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper and (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.

Submission to Jurisdiction Waivers; Consent to Service of Process. Each party hereto, on behalf of itself and, as applicable, the Secured Parties of the Series for which it is acting, irrevocably and unconditionally: (a) Each submits, for itself and its property, to the exclusive jurisdiction of Terra and Lycos irrevocably agree that any legal action or proceeding with respect to this Agreement or for recognition and enforcement the Supreme Court of any judgment in respect hereof brought by another party hereto or its successors or assigns may be brought and determined in any Delaware state court or Federal court sitting in the State of New York sitting in New York County and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement and the State Credit Agreement Collateral Documents, or for recognition or enforcement of Delawareany judgment, and each of Terra the parties hereto hereby irrevocably and Lycos hereby (x) irrevocably submits with regard to any such action or proceeding for itself and unconditionally agrees that all claims in respect to its property, generally and unconditionally, to the exclusive personal jurisdiction of the aforesaid courts in the event any dispute arises out of this Agreement or any transaction contemplated hereby, (y) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court and (z) agrees that it will not bring any action relating to this Agreement or any transaction contemplated hereby in any court other than any Delaware state or Federal court sitting in the State of New York or the State of Delaware. Any service of process to be made in such action or proceeding may be made heard and determined in such New York State or, to the extent permitted by delivery of process law, in accordance with the notice provisions contained in Section 10.11(b)such Federal court. Each of Terra the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and Lycos may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement and/or the Credit Agreement Collateral Documents shall affect any right that any representative may otherwise have to bring any action or proceeding relating to any Loan Document against any Grantor or its respective properties in the courts of any jurisdiction; (b) 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 Agreement and/or the Credit Agreement Collateral Documents in any court referred to in paragraph (a) of this Section. Each of the parties hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement, (a) the defense of sovereign immunity, (b) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason other than the failure to serve process in accordance with this Section 10.11, (c) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and (d) to the fullest extent permitted by applicable law that (i) law, the suit, defense of an inconvenient forum to the maintenance of such action or proceeding in any such court is brought court; (c) agrees that service of process in an inconvenient forum, (ii) the venue of any such suit, action or proceeding is improper may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Person (or its Authorized Representative) at the address set forth in Section 5.01; (d) as it relates to any Grantor, such Grantor designates, appoints and empowers either Borrower as its designee, appointee and agent to receive, accept and acknowledge for and on its behalf, and in respect of its property, service of any and all legal process, summons, notices and documents that may be served in any such action or proceeding and such Borrower hereby accepts such designation and appointment; and (iiie) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding referred to in this AgreementSection 5.08 any special, exemplary, punitive or the subject matter hereof, may not be enforced in or by such courtsconsequential damages.

Submission to Jurisdiction Waivers; Consent to Service of Process. (a) Each of Terra and Lycos Except as provided in Section 2.13(h), each party hereto irrevocably agree agrees that any legal action or proceeding with respect to this Agreement or for recognition and enforcement of any judgment in respect hereof brought by another party hereto or its successors or assigns may shall be brought and determined in any Delaware state court or Federal court sitting the Court of Chancery in the State of New York or Delaware to the fullest extent permitted by Applicable Law and, to the extent not so permitted, in any court sitting in the State of Delaware, and each of Terra and Lycos the parties hereto hereby (x) irrevocably submits with regard to any such action or proceeding for itself and in respect to its property, generally and unconditionally, to the exclusive personal jurisdiction of the aforesaid courts in the event any dispute arises out of this Agreement or any transaction contemplated hereby, (y) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court and (z) agrees that it will not bring any action relating to this Agreement or any transaction contemplated hereby in any court other than any Delaware state or Federal court sitting in the State of New York or the State of Delawareaforesaid courts. Any service of process to be made in such action or proceeding may be made by delivery of process in accordance with the notice provisions contained in Section 10.11(b)9.3. Each of Terra and Lycos the parties hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement, (a) the defense of sovereign immunity, (b) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason other than the failure to serve process in accordance with this Section 10.119.14, (c) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and (d) to the fullest extent permitted by applicable law Applicable Law that (i) the suit, action or proceeding in any such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper and (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. To the extent that a party to this Agreement is not otherwise subject to service of process in the State of Delaware, such party hereby appoints National Registered Agents, Inc., 100 Xxxxxxxxx Xxxxx, Xxxxx 000, Xxxxx, Xxxxxxxx 00000, as such party’s agent in the State of Delaware for acceptance of legal process, and agrees that service made on such agent shall have the same legal effect as if served upon such party personally within the State of Delaware.

Submission to Jurisdiction Waivers; Consent to Service of Process. The Collateral Agent and each Authorized Representative, on behalf of itself and the Pari Passu Secured Parties of the Series for whom it is acting, irrevocably and unconditionally: (aA) Each of Terra submits for itself and Lycos irrevocably agree that its property in any legal action or proceeding with respect relating to this Agreement and the Pari Passu Security Documents, or for recognition and enforcement of any judgment in respect hereof brought by another party hereto or its successors or assigns may be brought and determined in any Delaware state court or Federal court sitting in thereof, to the exclusive jurisdiction of the courts of the State of New York or sitting in New York County, the State courts of Delawarethe United States of America for the Southern District of New York, and each of Terra and Lycos hereby appellate courts from any thereof; (xB) irrevocably submits with regard to any such action or proceeding for itself and in respect to its property, generally and unconditionally, to the exclusive personal jurisdiction of the aforesaid courts in the event fullest extent permitted under applicable law, consents that any dispute arises out of this Agreement or any transaction contemplated hereby, (y) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court and (z) agrees that it will not bring any action relating to this Agreement or any transaction contemplated hereby in any court other than any Delaware state or Federal court sitting in the State of New York or the State of Delaware. Any service of process to be made in such action or proceeding may be made by delivery of process brought in accordance with the notice provisions contained in Section 10.11(b). Each of Terra such courts and Lycos hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in waives any action or proceeding with respect to this Agreement, (a) the defense of sovereign immunity, (b) any claim objection that it is not personally subject may now or hereafter have to the jurisdiction of the above-named courts for any reason other than the failure to serve process in accordance with this Section 10.11, (c) that it or its property is exempt or immune from jurisdiction venue of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and (d) to the fullest extent permitted by applicable law that (i) the suit, action or proceeding in any such court is or that such action or proceeding was brought in an inconvenient forum, court and agrees not to plead or claim the same; (iiC) the venue agrees that service of process in any such suit, action or proceeding is improper may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Person (or its Authorized Representative) at the address referred to in 5.01; (D) agrees that nothing herein shall affect the right of any other party hereto (or any Pari Passu Secured Party) to effect service of process in any other manner permitted by law or shall limit the right of any party hereto (or any Pari Passu Secured Party) to bring any legal action or proceeding in any other jurisdiction for the recognition and enforcement of any judgment granted by the courts referred to in clause (iiia) of this AgreementSection; and (E) waives, to the maximum extent not prohibited by law, any right it may have to claim or the subject matter hereofrecover in any legal action or proceeding referred to in this Section 5.08 any special, may not be enforced in exemplary, punitive or by such courtsconsequential damages.

Submission to Jurisdiction Waivers; Consent to Service of Process. (a) Each of Terra and Lycos party hereto irrevocably agree agrees that any legal action or proceeding with respect to this Agreement or for recognition and enforcement of any judgment in respect hereof brought by another party hereto or its successors or assigns may shall be brought and determined in the Superior Court in the State of California to the fullest extent permitted by Applicable Law and, to the extent not so permitted, in any Delaware state court or Federal court sitting in the State of New York or the State of DelawareCalifornia, and each of Terra and Lycos the parties hereto hereby (x) irrevocably submits with regard to any such action or proceeding for itself and in respect to its property, generally and unconditionally, to the exclusive personal jurisdiction of the aforesaid courts in the event any dispute arises out of this Agreement or any transaction contemplated hereby, (y) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court and (z) agrees that it will not bring any action relating to this Agreement or any transaction contemplated hereby in any court other than any Delaware state or Federal court sitting in the State of New York or the State of Delawareaforesaid courts. Any service of process to be made in such action or proceeding may be made by delivery of process in accordance with the notice provisions contained in Section 10.11(b)10.2. Each of Terra and Lycos the parties hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement, (a) the defense of sovereign immunity, (b) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason other than the failure to serve process in accordance with this Section 10.1110.13, (c) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and (d) to the fullest extent permitted by applicable law Applicable Law that (i) the suit, action or proceeding in any such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper and (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. To the extent that a party to this Agreement is not otherwise subject to service of process in the State of California, such party hereby appoints Corporation Service Company, 0000 Xxxxxxx xxxx xxxxx, Xxxxx 000, Xxxxxxxxxx, XX 00000, as such party's agent in the State of California for acceptance of legal process, and agrees that service made on such agent shall have the same legal effect as if served upon such party personally within the State of California.

Submission to Jurisdiction Waivers; Consent to Service of Process. Each party hereto, on behalf of itself and, as applicable, the Secured Parties for which it is acting, irrevocably and unconditionally: (a) Each submits, for itself and its property, to the exclusive jurisdiction of Terra and Lycos irrevocably agree that any legal action or proceeding with respect to this Agreement or the United States District Court for recognition and enforcement the Southern District of any judgment in respect hereof brought by another party hereto or its successors or assigns may be brought and determined in any Delaware state court or Federal court New York sitting in the Borough of Manhattan (or if such court lacks subject matter jurisdiction, the Supreme Court of the State of New York sitting in the Borough of Manhattan), and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement and the State Collateral Documents, or for recognition or enforcement of Delawareany judgment, and each of Terra the parties hereto hereby irrevocably and Lycos hereby (x) irrevocably submits with regard to unconditionally agrees that all claims in respect of any such action or proceeding for itself may (and any such claims, cross-claims or third party claims brought against any representative or any of its Related Parties (as such term is defined in respect to its property, generally the First Lien Credit Agreement) may only) be heard and unconditionallydetermined in such New York State or, to the exclusive personal jurisdiction extent permitted by law, in such Federal court. Each of the aforesaid courts 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 event judgment or in any dispute arises out of other manner provided by law. Nothing in this Agreement and/or the Collateral Documents shall affect any right that any representative or any transaction contemplated hereby, (y) agrees that it will not attempt Secured Party may otherwise have to deny or defeat such personal jurisdiction by motion or other request for leave from any such court and (z) agrees that it will not bring any action or proceeding relating to this Agreement and/or the Collateral Documents against any Grantor or its respective properties in the courts of any transaction contemplated hereby jurisdiction; (b) 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 Agreement and/or the Collateral Documents in any court other than any Delaware state or Federal court sitting in the State of New York State or federal court. Each of the State parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of Delaware. Any an inconvenient forum to the maintenance of such action or proceeding in any such court; (c) agrees that service of process to be made in any such action or proceeding may be made by delivery of process effected in accordance with the notice provisions contained manner provided for notices in Section 10.11(b). Each of Terra 8.11; (d) as it relates to any Grantor, such Grantor designates, appoints and Lycos hereby irrevocably waivesempowers the Borrower as its designee, appointee and agent to receive, accept and acknowledge for and on its behalf, and agrees not to assertin respect of its property, by way service of motionany and all legal process, as a defensesummons, counterclaim or otherwise, notices and documents that may be served in any such action or proceeding with respect to this Agreementand the Borrower hereby accepts such designation and appointment; and (e) waives, (a) the defense of sovereign immunity, (b) any claim that it is not personally subject to the jurisdiction of the above-named courts for maximum extent not prohibited by law, any reason other than the failure right it may have to serve process claim or recover in accordance with this Section 10.11, (c) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and (d) to the fullest extent permitted by applicable law that (i) the suit, action or proceeding referred to in this Section 8.14 any such court is brought in an inconvenient forumspecial, (ii) the venue of such suitexemplary, action punitive or proceeding is improper and (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courtsconsequential damages.

Submission to Jurisdiction Waivers; Consent to Service of Process. (a) Each of Terra and Lycos the parties irrevocably agree agrees that any legal action action, proceeding or proceeding claim with respect to this Agreement or for recognition and enforcement of any judgment in respect hereof brought by another party hereto or its successors or permitted assigns may shall be brought and determined exclusively in any Delaware state court or Federal court sitting in the State of New York, New York or the State of Delaware, and each of Terra and Lycos the parties hereto hereby (xi) irrevocably submits with regard to any such action action, proceeding or proceeding claim for itself and in respect to its property, generally and unconditionally, to the exclusive personal jurisdiction of the aforesaid courts in the event any dispute arises out or relates to of this Agreement or any transaction contemplated hereby, (yii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court and (ziii) agrees that it will not bring any action arising out of or relating to this Agreement or any transaction contemplated hereby in any court other than any Delaware state court or Federal court sitting in the State New York, New York. It is understood and agreed that any other court or arbiter in any other jurisdiction shall be entitled to enforce any judgment of any state court or Federal court sitting in New York or the State of DelawareYork, New York. Any service of writs, process or summonses to be made served on any other party in such action or proceeding may be made by delivery of process in accordance with the notice provisions contained in Section 10.11(b)10.1 or as otherwise permitted by applicable law. Each of Terra and Lycos hereby the parties hereto irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement, (a) the defense of sovereign immunity, (bi) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason other than the failure to serve process in accordance with this Section 10.11, 10.12 or (c) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and (dii) to the fullest extent permitted by applicable law that (iA) the suit, action or proceeding in any such court is brought in an inconvenient forum, (iiB) the venue of such suit, action or proceeding is improper and or (iiiC) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.

Submission to Jurisdiction Waivers; Consent to Service of Process. (a) Each of Terra Parent, Merger Sub, the Company, Xxxxxx and Lycos Trustee irrevocably agree agrees that any legal action or proceeding with respect to this Agreement or for recognition and enforcement of any judgment in respect hereof brought by another party hereto or its successors or assigns may shall be brought and determined in any Delaware state court or Federal court sitting the Court of Chancery in the State of New York or Delaware to the fullest extent permitted by applicable law and, to the extent not so permitted, in any court sitting in the State of Delaware, and each of Terra Parent, Merger Sub, the Company, Xxxxxx and Lycos Trustee hereby (x) irrevocably submits with regard to any such action or proceeding for itself and in respect to its property, generally and unconditionally, to the exclusive personal jurisdiction of the aforesaid courts in the event any dispute arises out of this Agreement or any transaction contemplated hereby, (y) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court and (z) agrees that it will not bring any action relating to this Agreement or any transaction contemplated hereby in any court other than any Delaware state or Federal court sitting in the State of New York or the State of Delawareaforesaid courts. Any service of process to be made in such action or proceeding may be made by delivery of process in accordance with the notice provisions contained in Section 10.11(b)11.3. Each of Terra Parent, Merger Sub, the Company, Xxxxxx and Lycos Trustee hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement, (a) the defense of sovereign immunity, (b) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason other than the failure to serve process in accordance with this Section 10.1111.10, (c) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and (d) to the fullest extent permitted by applicable law that (i) the suit, action or proceeding in any such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper and (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.

Submission to Jurisdiction Waivers; Consent to Service of Process. (a) Each of Terra and Lycos party hereto irrevocably agree agrees that any legal action or proceeding with respect to this Agreement or for recognition and enforcement of any judgment in respect hereof brought by another party hereto or its successors or assigns may shall be brought and determined in any Delaware state court or Federal court sitting the Court of Chancery in the State of New York or Delaware to the fullest extent permitted by Applicable Law and, to the extent not so permitted, in any court sitting in the State of Delaware, and each of Terra and Lycos the parties hereto hereby (x) irrevocably submits with regard to any such action or proceeding for itself and in respect to its property, generally and unconditionally, to the exclusive personal jurisdiction of the aforesaid courts in the event any dispute arises out of this Agreement or any transaction contemplated hereby, (y) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court and (z) agrees that it will not bring any action relating to this Agreement or any transaction contemplated hereby in any court other than any Delaware state or Federal court sitting in the State of New York or the State of Delawareaforesaid courts. Any service of process to be made in such action or proceeding may be made by delivery of process in accordance with the notice provisions contained in Section 10.11(b)10.2. Each of Terra and Lycos the parties hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement, (a) the defense of sovereign immunity, (b) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason other than the failure to serve process in accordance with this Section 10.1110.13, (c) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and (d) to the fullest extent permitted by applicable law Applicable Law that (i) the suit, action or proceeding in any such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper and (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. To the extent that a party to this Agreement is not otherwise subject to service of process in the State of Delaware, such party hereby appoints National Registered Agents, Inc., 9 Xxxx Xxxxxxxxxx Xxxxxx, Xxxxx 0X, Xxxxx, XX 00000, as such party’s agent in the State of Delaware for acceptance of legal process, and agrees that service made on such agent shall have the same legal effect as if served upon such party personally within the State of Delaware.

Submission to Jurisdiction Waivers; Consent to Service of Process. Each party hereto, on behalf of itself and, as applicable, the Secured Parties of the Series for which it is acting, irrevocably and unconditionally: (a) Each submits, for itself and its property, to the exclusive jurisdiction of Terra and Lycos irrevocably agree that any legal action or proceeding with respect to this Agreement or for recognition and enforcement the Supreme Court of any judgment in respect hereof brought by another party hereto or its successors or assigns may be brought and determined in any Delaware state court or Federal court sitting in the State of New York sitting in New York County and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement and the State Credit Agreement Collateral Documents, or for recognition or enforcement of Delawareany judgment, and each of Terra the parties hereto hereby irrevocably and Lycos hereby (x) irrevocably submits with regard to any such action or proceeding for itself and unconditionally agrees that all claims in respect to its property, generally and unconditionally, to the exclusive personal jurisdiction of the aforesaid courts in the event any dispute arises out of this Agreement or any transaction contemplated hereby, (y) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court and (z) agrees that it will not bring any action relating to this Agreement or any transaction contemplated hereby in any court other than any Delaware state or Federal court sitting in the State of New York or the State of Delaware. Any service of process to be made in such action or proceeding may be made heard and determined in such New York State or, to the extent permitted by delivery of process law, in accordance with the notice provisions contained in Section 10.11(b)such Federal court. Each of Terra the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and Lycos may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement and/or the Credit Agreement Collateral Documents shall affect any right that any representative may otherwise have to bring any action or proceeding relating to any Loan Document against any Grantor or its respective properties in the courts of any jurisdiction; US-DOCS\99073489.6 (b) 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 Agreement and/or the Credit Agreement Collateral Documents in any court referred to in paragraph (a) of this Section. Each of the parties hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement, (a) the defense of sovereign immunity, (b) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason other than the failure to serve process in accordance with this Section 10.11, (c) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and (d) to the fullest extent permitted by applicable law that (i) law, the suit, defense of an inconvenient forum to the maintenance of such action or proceeding in any such court is brought court; (c) agrees that service of process in an inconvenient forum, (ii) the venue of any such suit, action or proceeding is improper may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Person (or its Authorized Representative) at the address set forth in Section 5.01; (d) as it relates to any Grantor, such Grantor designates, appoints and empowers either Borrower as its designee, appointee and agent to receive, accept and acknowledge for and on its behalf, and in respect of its property, service of any and all legal process, summons, notices and documents that may be served in any such action or proceeding and such Borrower hereby accepts such designation and appointment; and (iiie) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding referred to in this AgreementSection 5.08 any special, exemplary, punitive or the subject matter hereof, may not be enforced in or by such courtsconsequential damages.

Submission to Jurisdiction Waivers; Consent to Service of Process. (a) Each of Terra Parent, Merger Sub, the Company, Zxxxxx and Lycos Trustee irrevocably agree agrees that any legal action or proceeding with respect to this Agreement or for recognition and enforcement of any judgment in respect hereof brought by another party hereto or its successors or assigns may shall be brought and determined in any Delaware state court or Federal court sitting the Court of Chancery in the State of New York or Delaware to the fullest extent permitted by applicable law and, to the extent not so permitted, in any court sitting in the State of Delaware, and each of Terra Parent, Merger Sub, the Company, Zxxxxx and Lycos Trustee hereby (x) irrevocably submits with regard to any such action or proceeding for itself and in respect to its property, generally and unconditionally, to the exclusive personal jurisdiction of the aforesaid courts in the event any dispute arises out of this Agreement or any transaction contemplated hereby, (y) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court and (z) agrees that it will not bring any action relating to this Agreement or any transaction contemplated hereby in any court other than any Delaware state or Federal court sitting in the State of New York or the State of Delawareaforesaid courts. Any service of process to be made in such action or proceeding may be made by delivery of process in accordance with the notice provisions contained in Section 10.11(b)11.3. Each of Terra Parent, Merger Sub, the Company, Zxxxxx and Lycos Trustee hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement, (a) the defense of sovereign immunity, (b) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason other than the failure to serve process in accordance with this Section 10.1111.10, (c) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and (d) to the fullest extent permitted by applicable law that (i) the suit, action or proceeding in any such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper and (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.

Submission to Jurisdiction Waivers; Consent to Service of Process. (a) Each of Terra PRISA, Liberty and Lycos Liberty Virginia irrevocably agree that any legal action or proceeding with respect to this Agreement or for recognition and enforcement of any judgment in respect hereof brought by another party hereto or its successors or assigns may be brought and determined in any Delaware state court or Federal court tribunal sitting in the State City of New York or the State Madrid, Kingdom of DelawareSpain, and each of Terra PRISA, Liberty and Lycos Liberty Virginia hereby (xi) irrevocably submits with regard to any such action or proceeding for itself and in respect to its property, generally and unconditionally, to the exclusive personal jurisdiction of the aforesaid courts in the event any dispute arises out of this Agreement or any transaction contemplated hereby, (yii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court and (ziii) agrees that it will not bring any action relating to this Agreement or any transaction contemplated hereby in any court tribunal other than any Delaware state or Federal court a tribunal sitting in the State City of New York or the State Madrid, Kingdom of DelawareSpain. Any service of process to be made in such action or proceeding may be made by delivery of process in accordance with the notice provisions contained in Section 10.11(b)12.3. Each of Terra PRISA, Liberty and Lycos Liberty Virginia hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement, (ai) the defense of sovereign immunity, (bii) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason other than the failure to serve process in accordance with this Section 10.1112.10, (ciii) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and (div) to the fullest extent permitted by applicable law Law that (iA) the suit, action or proceeding in any such court is brought in an inconvenient forum, (iiB) the venue of such suit, action or proceeding is improper and (iiiC) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.

Submission to Jurisdiction Waivers; Consent to Service of Process. (a) Each of Terra and Lycos Except as otherwise provided in this Agreement, each Party hereto irrevocably agree agrees that any legal action or proceeding Proceeding with respect to this Agreement or for recognition and enforcement of any judgment in respect hereof brought by another party Party hereto or its successors or assigns may shall be brought exclusively in the state and determined in any Delaware state court or Federal court sitting in federal courts of the State of New York or the State of Delaware, Colorado and each of Terra and Lycos the Parties hereto hereby (x) irrevocably submits with regard to any such action or proceeding Proceeding for itself and in respect to its property, generally and unconditionally, to the exclusive personal jurisdiction of the aforesaid courts in the event any dispute arises out of this Agreement or any transaction contemplated hereby, (y) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court and (z) agrees that it will not bring any action relating to this Agreement or any transaction contemplated hereby in any court other than any Delaware state or Federal court sitting in the State of New York or the State of Delawareaforesaid courts. Any service of process to be made in such action or proceeding Proceeding may be made by delivery of process in accordance with the notice provisions contained in Section 10.11(b)10.2. Each of Terra and Lycos the Parties hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding Proceeding with respect to this Agreement, (a) the defense of sovereign immunity, (b) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason other than the failure to serve process in accordance with this Section 10.1110.13, (c) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and (d) to the fullest extent permitted by applicable law Regulations that (i) the suit, action or proceeding Proceeding in any such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding Proceeding is improper and (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.

Submission to Jurisdiction Waivers; Consent to Service of Process. (a) Each Subject to Section 12.16, each of Terra and Lycos the parties hereto irrevocably agree agrees that any legal action or proceeding with respect to this Agreement or for recognition and enforcement of any judgment in respect hereof brought by another party hereto or its successors or permitted assigns may shall be brought and determined exclusively in any Delaware state court or Federal court sitting in the State of New York or the State of DelawareCastle County, Delaware and each of Terra and Lycos the parties hereto hereby (xi) irrevocably submits with regard to any such action or proceeding for itself and in respect to its property, generally and unconditionally, to the exclusive personal jurisdiction of the aforesaid courts in the event any dispute arises out of or relates to this Agreement or any transaction contemplated hereby, (yii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court and (ziii) agrees that it will not bring any action arising out of or relating to this Agreement or any transaction contemplated hereby in any court other than any Delaware state court or Federal court sitting in the State New Castle County, Delaware. It is understood and agreed that any other court or arbiter in any other jurisdiction shall be entitled to enforce any Judgment of any state court or Federal court sitting in New York or the State of Castle County, Delaware. Any service of writs, process or summonses to be made served on any other party in such action or proceeding may be made by delivery of process in accordance with the notice provisions contained in Section 10.11(b)12.2 or as otherwise permitted by Law. Each of Terra and Lycos hereby the parties hereto irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement, (ai) the defense of sovereign immunity, (bii) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason other than the failure to serve process in accordance with this Section 10.1112.8, (ciii) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and (div) to the fullest extent permitted by applicable law Law that (iA) the suit, action or proceeding in any such court is brought in an inconvenient forum, (iiB) the venue of such suit, action or proceeding is improper and (iiiC) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.

Submission to Jurisdiction Waivers; Consent to Service of Process. Each party hereto, on behalf of itself and, as applicable, the Secured Parties of the Series for which it is acting, irrevocably and unconditionally: (a) Each of Terra submits, for itself and Lycos irrevocably agree that any legal action or proceeding with respect its property, to this Agreement or for recognition and enforcement the exclusive jurisdiction of any judgment in respect hereof brought by another party hereto U.S. Federal or its successors or assigns may be brought and determined in any Delaware state court or Federal New York State court sitting in the State Borough of Manhattan, New York, New York in any action or proceeding arising out of or relating to this Agreement and the State Secured Credit Documents, or for recognition or enforcement of Delawareany judgment, and each of Terra the parties hereto hereby irrevocably and Lycos hereby (x) irrevocably submits with regard to unconditionally agrees that all claims in respect of any such action or proceeding for itself may be heard and determined in respect to its property, generally and unconditionallysuch New York State or, to the exclusive personal jurisdiction extent permitted by law, in such Federal court. Each of the aforesaid courts 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 event judgment or in any dispute arises out of other manner provided by law. Nothing in this Agreement or any transaction contemplated hereby, other Secured Credit Document shall affect any right that any party hereto (yor any Secured Party) agrees that it will not attempt may otherwise have to deny or defeat such personal jurisdiction by motion or other request for leave from any such court and (z) agrees that it will not bring any action or proceeding relating to this Agreement or any transaction contemplated hereby other Secured Credit Document against any Grantor or its properties in the courts of any jurisdiction; (b) 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 Agreement and/or the Secured Credit Documents in any court other than any Delaware state or Federal court sitting referred to in the State paragraph (a) of New York or the State of Delaware. Any service of process to be made in such action or proceeding may be made by delivery of process in accordance with the notice provisions contained in Section 10.11(b)this Section. Each of Terra and Lycos the parties hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement, (a) the defense of sovereign immunity, (b) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason other than the failure to serve process in accordance with this Section 10.11, (c) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and (d) to the fullest extent permitted by applicable law that (i) law, the suit, defense of an inconvenient forum to the maintenance of such action or proceeding in any such court is brought court; (c) to the extent permitted by law, hereby irrevocably waives personal service of any and all process upon it and agrees that all such service of process may be made by registered mail (return receipt requested) directed to it at its address for notices as provided in an inconvenient forumSection 5.01; (d) as it relates to any Grantor, (ii) such Grantor designates, appoints and empowers the venue Company as its designee, appointee and agent to receive, accept and acknowledge for and on its behalf, and in respect of its property, service of any and all legal process, summons, notices and documents that may be served in any such suit, action or proceeding is improper and the Company hereby accepts such designation and appointment; and (iiie) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding referred to in this AgreementSection 5.08 any special, exemplary, punitive or the subject matter hereof, may not be enforced in or by such courtsconsequential damages.

Submission to Jurisdiction Waivers; Consent to Service of Process. The Collateral Agent and each Authorized Representative, on behalf of itself and the Senior Secured Parties of the Series for whom it is acting, irrevocably and unconditionally: (a) Each of Terra submits for itself and Lycos irrevocably agree that its property in any legal action or proceeding with respect relating to this Agreement and the Security Documents, or for recognition and enforcement of any judgment in respect hereof brought by another party hereto or its successors or assigns may be brought and determined in any Delaware state court or Federal court sitting in thereof, to the exclusive general jurisdiction of the courts of the State of New York or in the State County of DelawareNew York, the courts of the United States of America for the Southern District of New York, and each of Terra and Lycos hereby (x) irrevocably submits with regard to any such action or proceeding for itself and in respect to its property, generally and unconditionally, to the exclusive personal jurisdiction of the aforesaid appellate courts in the event any dispute arises out of this Agreement or any transaction contemplated hereby, (y) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court and thereof; (zb) agrees consents that it will not bring any action relating to this Agreement or any transaction contemplated hereby in any court other than any Delaware state or Federal court sitting in the State of New York or the State of Delaware. Any service of process to be made in such action or proceeding may be made by delivery of process brought in accordance with the notice provisions contained in Section 10.11(b). Each of Terra such courts and Lycos hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in waives any action or proceeding with respect to this Agreement, (a) the defense of sovereign immunity, (b) any claim objection that it is not personally subject may now or hereafter have to the jurisdiction of the above-named courts for any reason other than the failure to serve process in accordance with this Section 10.11, (c) that it or its property is exempt or immune from jurisdiction venue of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and (d) to the fullest extent permitted by applicable law that (i) the suit, action or proceeding in any such court is or that such action or proceeding was brought in an inconvenient forum, court and agrees not to plead or claim the same; (iic) the venue agrees that service of process in any such suit, action or proceeding is improper and may be effected by mailing a copy thereof by registered or certified mail (iiior any substantially similar form of mail), postage prepaid, to such Person (or its Authorized Representative) at the address referred to in Section 7.7; (d) agrees that nothing herein shall affect the right of any other party hereto (or any Senior Secured Party) to effect service of process in any other manner permitted by law or shall limit the right of any party hereto (or any Senior Secured Party) to xxx in any other jurisdiction; and (e) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding referred to in this AgreementSection 7.10 any special, exemplary, punitive or the subject matter hereof, may not be enforced in or by such courtsconsequential damages.

Submission to Jurisdiction Waivers; Consent to Service of Process. (a) Each of Terra and Lycos Except as otherwise provided in this Agreement, each Party irrevocably agree agrees that any legal action or proceeding Proceeding with respect to this Agreement or for recognition and enforcement of any judgment in respect hereof brought by another party hereto Party or its successors or assigns may shall be brought and determined in any Delaware state court or Federal court sitting exclusively in the State state and federal courts located in the City of New York or the Wilmington, State of Delaware, and each of Terra and Lycos the Parties hereby (x) irrevocably submits with regard to any such action or proceeding Proceeding for itself and in respect to its property, generally and unconditionally, to the exclusive personal jurisdiction of the aforesaid courts in the event any dispute arises out of this Agreement or any transaction contemplated hereby, (y) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court and (z) agrees that it will not bring any action relating to this Agreement or any transaction contemplated hereby in any court other than any Delaware state or Federal court sitting in the State of New York or the State of Delawareaforesaid courts. Any service of process to be made in such action or proceeding Proceeding may be made by delivery of process in accordance with the notice provisions contained in Section 10.11(b)9.8. Each of Terra and Lycos the Parties hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding Proceeding with respect to this Agreement, (a) the defense of sovereign immunity, (b) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason other than the failure to serve process in accordance with this Section 10.119.11, (c) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and (d) to the fullest extent permitted by applicable law laws and regulations that (i) the suit, action or proceeding Proceeding in any such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding Proceeding is improper and (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.

Submission to Jurisdiction Waivers; Consent to Service of Process. (a) Each of Terra the Parent and Lycos the Company irrevocably agree that any legal action or proceeding with respect to this Agreement or for recognition and enforcement of any judgment in respect hereof brought by another party hereto or its successors or assigns may be brought and determined in any Delaware state court or Federal court sitting in the State of New York or the State of Delaware, and each of Terra the Parent and Lycos hereby the Company thereby (x) irrevocably submits with regard to any such action or proceeding for itself and in respect to its property, generally and unconditionally, to the exclusive personal jurisdiction of the aforesaid courts court in the event any dispute arises out of this Agreement or any transaction contemplated hereby, (y) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court and (z) agrees that it will not bring any action relating to this Agreement or any transaction contemplated hereby in any court other than any Delaware state or Federal court sitting in the State of New York or the State of Delaware. Any service of process to be made in such action or proceeding may be made by delivery of process in accordance with the notice provisions contained in Section 10.11(b)8.5. Each of Terra the Parent and Lycos the Company hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement, (a) the defense of sovereign immunity, (b) any claim that it is not personally subject to the jurisdiction of the above-named courts court for any reason other than the failure to serve process in accordance with this Section 10.11, (c) 8.15 that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and (d) to the fullest extent permitted by applicable application law that the (i) the suit, action or proceeding in any such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper and (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.

Submission to Jurisdiction Waivers; Consent to Service of Process. (a) Each of Terra PRISA, Liberty and Lycos Liberty Virginia irrevocably agree that any legal action or proceeding with respect to this Agreement or for recognition and enforcement of any judgment in respect hereof brought by another party hereto or its successors or assigns may be brought and determined in any Delaware state court or Federal court tribunal sitting in the State City of New York or the State Madrid, Kingdom of DelawareSpain, and each of Terra PRISA, Liberty and Lycos Liberty Virginia hereby (xi) irrevocably submits with regard to any such action or proceeding for itself and in respect to its property, generally and unconditionally, to the exclusive personal jurisdiction of the aforesaid courts in the event any dispute arises out of this Agreement or any transaction contemplated hereby, (yii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court and (ziii) agrees that it will not bring any action relating to this Agreement or any transaction contemplated hereby in any court tribunal other than any Delaware state or Federal court a tribunal sitting in the State City of New York or the State Madrid, Kingdom of DelawareSpain. Any service of process to be made in such action or proceeding may be made by delivery of process in accordance with the notice provisions contained in Section 10.11(b)12.3. Each of Terra PRISA, Liberty and Lycos Liberty Virginia hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement, (ai) the defense of sovereign immunity, (bii) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason other than the failure to serve process in accordance with this Section 10.1112.10, (ciii) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and (div) to the fullest extent permitted by applicable law Law that (iA) the suit, action or proceeding in any such court is brought in an inconvenient forum, (iiB) the venue of such suit, action or proceeding is improper and (iiiC) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. (b) Each of Liberty and Liberty Virginia hereby appoints Garrigues, with offices on the date hereof as set forth in Section 12.3, as its authorized agent (the “Authorized Agent”), upon whom process may be served in any suit, action or proceeding arising out of or relating to this Agreement or any transaction contemplated by this Agreement that may be instituted in any court described in Section 12.10(a).

Submission to Jurisdiction Waivers; Consent to Service of Process. (a) Each of Terra Parent and Lycos the Stockholder irrevocably agree agrees that any legal action or proceeding with respect to this Agreement or for recognition and enforcement of any judgment in respect hereof brought by another party hereto or its successors or assigns may shall be brought and determined only in any Delaware state court or Federal court a United States District Court sitting in the State of New York Delaware, or in the event (but only in the event) that no such court has subject matter jurisdiction over such action or proceeding, in the courts of the State of Delaware, . Each of Parent and each of Terra and Lycos the Stockholder hereby (x) irrevocably submits with regard to any such action or proceeding for itself and in respect to its property, generally and unconditionally, to the exclusive personal jurisdiction of the aforesaid courts in the event that any dispute arises out of this Agreement or any transaction contemplated hereby, (y) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court and (z) agrees that it will not bring any action relating to this Agreement or any transaction contemplated hereby in any court other than any Delaware state or Federal court sitting in the State of New York or the State of Delaware. Any service of process to be made in such action or proceeding may be made by delivery of process in accordance with the notice provisions contained in Section 10.11(b)4.1. Each of Terra Parent and Lycos the Stockholder hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement, (a) the defense of sovereign immunity, (bi) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason other than the failure to serve process in accordance with this Section 10.114.8, (cii) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and (diii) to the fullest extent permitted by applicable law that (iA) the suit, action or proceeding in any such court is brought in an inconvenient forum, (iiB) the venue of such suit, action or proceeding is improper and (iiiC) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.

Submission to Jurisdiction Waivers; Consent to Service of Process. (a) Each of Terra the Parent and Lycos the Company irrevocably agree that any legal action or proceeding with respect to this Agreement or for recognition and enforcement of any judgment in respect hereof brought by another party hereto or its successors or assigns may be brought and determined in any Delaware state court or Federal court sitting in the State of New York or the State of Delaware, and each of Terra the Parent and Lycos hereby the Company thereby (x) irrevocably submits with regard to any such action or proceeding for itself and in respect to its property, generally and unconditionally, to the exclusive personal jurisdiction of the aforesaid courts court in the event any dispute arises out of this Agreement or any transaction contemplated hereby, (y) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court and (z) agrees that it will not bring any action relating to this Agreement or any transaction contemplated hereby in any court other than any Delaware state or Federal court sitting in the State of New York or the State of Delaware. Any service of process to be made in such action or proceeding may be made by delivery of process in accordance with the notice provisions contained in Section 10.11(b)9.4. Each of Terra the Parent and Lycos the Company hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement, (a) the defense of sovereign immunity, (b) any claim that it is not personally subject to the jurisdiction of the above-named courts court for any reason other than the failure to serve process in accordance with this Section 10.11, (c) 9.14 that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and (dc) to the fullest extent permitted by applicable application law that the (i) the suit, action or proceeding in any such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper and (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.

Submission to Jurisdiction Waivers; Consent to Service of Process. The Applicable Authorized Representative and each other Authorized Representative, on behalf of itself and the Senior Lien Secured Parties of the Series for whom it is acting, irrevocably and unconditionally: (a) Each of Terra submits for itself and Lycos irrevocably agree that its property in any legal action or proceeding with respect relating to this Agreement and the Senior Lien Collateral Documents, or for recognition and enforcement of any judgment in respect hereof brought by another party hereto or its successors or assigns may be brought and determined in any Delaware state court or Federal court sitting in thereof, to the exclusive general jurisdiction of the courts of the State of New York or York, the State courts of Delawarethe United States of America for the Southern District of New York, and each of Terra and Lycos hereby (x) irrevocably submits with regard to any such action or proceeding for itself and in respect to its property, generally and unconditionally, to the exclusive personal jurisdiction of the aforesaid appellate courts in the event any dispute arises out of this Agreement or any transaction contemplated hereby, (y) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court and thereof; (zb) agrees consents that it will not bring any action relating to this Agreement or any transaction contemplated hereby in any court other than any Delaware state or Federal court sitting in the State of New York or the State of Delaware. Any service of process to be made in such action or proceeding may be made by delivery of process brought in accordance with the notice provisions contained in Section 10.11(b). Each of Terra such courts and Lycos hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in waives any action or proceeding with respect to this Agreement, (a) the defense of sovereign immunity, (b) any claim objection that it is not personally subject may now or hereafter have to the jurisdiction of the above-named courts for any reason other than the failure to serve process in accordance with this Section 10.11, (c) that it or its property is exempt or immune from jurisdiction venue of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and (d) to the fullest extent permitted by applicable law that (i) the suit, action or proceeding in any such court is or that such action or proceeding was brought in an inconvenient forum, court and agrees not to plead or claim the same; US-DOCS\79710822.5 (iic) the venue agrees that service of process in any such suit, action or proceeding is improper and may be effected by mailing a copy thereof by registered or certified mail (iiior any substantially similar form of mail), postage prepaid, to such Person (or its Authorized Representative) at the address referred to in 5.01; (d) agrees that nothing herein shall affect the right of any other party hereto (or any Senior Lien Secured Party) to effect service of process in any other manner permitted by law or shall limit the right of any party hereto (or any Senior Lien Secured Party) to sxx in any other jurisdiction; and (e) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding referred to in this AgreementSection 5.08 any special, exemplary, punitive or the subject matter hereof, may not be enforced in or by such courtsconsequential damages.

Submission to Jurisdiction Waivers; Consent to Service of Process. (a) Each of Terra Parent and Lycos the Company irrevocably agree that any legal action or proceeding with respect to this Agreement or for recognition and enforcement of any judgment in respect hereof brought by another party hereto or its successors or assigns may be brought and determined in any Delaware state court or Federal court sitting in the State of New York or the State of Delaware, and each of Terra Parent and Lycos hereby the Company thereby (x) irrevocably submits with regard to any such action or proceeding for itself and in respect to its property, generally and unconditionally, to the exclusive personal jurisdiction of the aforesaid courts court in the event any dispute arises out of this Agreement or any transaction contemplated hereby, (y) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court and (z) agrees that it will not bring any action relating to this Agreement or any transaction contemplated hereby in any court other than any Delaware state or Federal court sitting in the State of New York or the State of Delaware. Any service of process to be made in such action or proceeding may be made by delivery of process in accordance with the notice provisions contained in Section 10.11(b)12.4. Each of Terra Parent and Lycos the Company hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement, (a) the defense of sovereign immunity, (b) any claim that it is not personally subject to the jurisdiction of the above-named courts court for any reason other than the failure to serve process in accordance with this Section 10.11, (c) 12.13 that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and (dc) to the fullest extent permitted by applicable law that the (i) the suit, action or proceeding in any such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper and (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.

Submission to Jurisdiction Waivers; Consent to Service of Process. (a) Each of Terra and Lycos Except as otherwise provided in this Agreement, each Party irrevocably agree agrees that any legal action or proceeding Proceeding with respect to this Agreement or for recognition and enforcement of any judgment in respect hereof brought by another party hereto Party or its successors or assigns may shall be brought exclusively in the state and determined in any Delaware state court or Federal court sitting in federal courts of the State of New York or the State of Delaware, Ohio and each of Terra and Lycos the Parties hereby (x) irrevocably submits with regard to any such action or proceeding Proceeding for itself and in respect to its property, generally and unconditionally, to the exclusive personal jurisdiction of the aforesaid courts in the event any dispute arises out of this Agreement or any transaction contemplated hereby, (y) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court and (z) agrees that it will not bring any action relating to this Agreement or any transaction contemplated hereby in any court other than any Delaware state or Federal court sitting in the State of New York or the State of Delawareaforesaid courts. Any service of process to be made in such action or proceeding Proceeding may be made by delivery of process in accordance with the notice provisions contained in Section 10.11(b)8.8. Each of Terra and Lycos the Parties hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding Proceeding with respect to this Agreement, (a) the defense of sovereign immunity, (b) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason other than the failure to serve process in accordance with this Section 10.118.11, (c) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and (d) to the fullest extent permitted by applicable law laws and regulations that (i) the suit, action or proceeding Proceeding in any such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding Proceeding is improper and (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.

Submission to Jurisdiction Waivers; Consent to Service of Process. (a) Each of Terra and Lycos the Parties irrevocably agree agrees that any legal action or proceeding Action with respect to this Agreement or for recognition and enforcement of any judgment Judgment in respect hereof brought by another party hereto or its successors or permitted assigns may shall be brought and determined exclusively in any Delaware state court or Federal court sitting in the State of New York or the State of DelawareCastle County, Delaware and each of Terra and Lycos the parties hereto hereby (xi) irrevocably submits with regard to any such action or proceeding Action for itself and in respect to its property, generally and unconditionally, to the exclusive personal jurisdiction of the aforesaid courts in the event any dispute arises out or relates to of this Agreement or any transaction contemplated hereby, (yii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court and (ziii) agrees that it will not bring any action arising out of or relating to this Agreement or any transaction contemplated hereby in any court other than any Delaware state court or Federal court sitting in the State New Castle County, Delaware. It is understood and agreed that any other court or arbiter in any other jurisdiction shall be entitled to enforce any Judgment of any state court or Federal court sitting in New York or the State of Castle County, Delaware. Any service of writs, process or summonses to be made served on any other party in such action or proceeding may be made by delivery of process in accordance with the notice provisions contained in Section 10.11(b)10.2 or as otherwise permitted by Law. Each of Terra and Lycos hereby the parties hereto irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement, (a) the defense of sovereign immunity, (bi) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason other than the failure to serve process in accordance with this Section 10.11, 10.8 or (c) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and (dii) to the fullest extent permitted by applicable law Law that (iA) the suit, action or proceeding in any such court is brought in an inconvenient forum, (iiB) the venue of such suit, action or proceeding is improper and or (iiiC) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.

Submission to Jurisdiction Waivers; Consent to Service of Process. Each Collateral Agent, on behalf of itself and the First Lien Secured Parties of the Series for whom it is acting, irrevocably and unconditionally: (a) Each of Terra submits for itself and Lycos irrevocably agree that its property in any legal action or proceeding with respect relating to this Agreement Agreement, or for recognition and enforcement of any judgment in respect hereof brought by another party hereto or its successors or assigns may be brought and determined in any Delaware state court or Federal court sitting in thereof, to the exclusive jurisdiction of the courts of the State of New York or in the State borough of DelawareManhattan in New York City, the courts of the United States of America for the Southern District of New York, and each of Terra appellate courts, to the extent such courts would have subject matter jurisdiction with respect thereto, and Lycos hereby agrees that notwithstanding the foregoing (x) irrevocably submits with regard to a final judgment in any such action or proceeding for itself shall be conclusive and may be enforced in respect to its property, generally other jurisdictions by suit on the judgment or in any other manner provided by law and unconditionally, to the exclusive personal jurisdiction of the aforesaid courts in the event any dispute arises out of this Agreement or any transaction contemplated hereby, (y) agrees legal actions or proceedings in connection with the exercise of rights and remedies with respect to Collateral may be brought in other jurisdictions where such Collateral is located or such rights or remedies may be exercised; (b) consents that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court and (z) agrees that it will not bring any action relating to this Agreement or any transaction contemplated hereby in any court other than any Delaware state or Federal court sitting in the State of New York or the State of Delaware. Any service of process to be made in such action or proceeding may be made by delivery of process brought in accordance with the notice provisions contained in Section 10.11(b). Each of Terra such courts and Lycos hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in waives any action or proceeding with respect to this Agreement, (a) the defense of sovereign immunity, (b) any claim objection that it is not personally subject may now or hereafter have to the jurisdiction of the above-named courts for any reason other than the failure to serve process in accordance with this Section 10.11, (c) that it or its property is exempt or immune from jurisdiction venue of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and (d) to the fullest extent permitted by applicable law that (i) the suit, action or proceeding in any such court is and waives any right to claim that such action or proceeding was brought in an inconvenient forum, court and agrees not to plead or claim the same; (iic) the venue agrees that service of process in any such suit, action or proceeding is improper and may be effected by mailing a copy thereof by registered or certified mail (iiior any substantially similar form of mail), postage prepaid, to such Person (or its Collateral Agent) at the address referred to in Section 5.01 hereof; (d) agrees that nothing herein shall affect the right of any other party hereto (or any First Lien Secured Party) to effect service of process in any other manner permitted by law; and (e) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding referred to in this AgreementSection 5.08 any special, exemplary, punitive or the subject matter hereof, may not be enforced in or by such courtsconsequential damages.

Submission to Jurisdiction Waivers; Consent to Service of Process. (a) Each of Terra PRISA and Lycos Liberty irrevocably agree that any legal action or proceeding with respect to this Agreement or for recognition and enforcement of any judgment in respect hereof brought by another party hereto or its successors or assigns may be brought and determined in any Delaware state court or Federal court tribunal sitting in the State City of New York or the State Madrid, Kingdom of DelawareSpain, and each of Terra PRISA and Lycos Liberty hereby (xi) irrevocably submits with regard to any such action or proceeding for itself and in respect to its property, generally and unconditionally, to the exclusive personal jurisdiction of the aforesaid courts in the event any dispute arises out of this Agreement or any transaction contemplated hereby, (yii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court and (ziii) agrees that it will not bring any action relating to this Agreement or any transaction contemplated hereby in any court other than any Delaware state or Federal court tribunal sitting in the State City of New York or the State Madrid, Kingdom of DelawareSpain. Any service of process to be made in such action or proceeding may be made by delivery of process in accordance with the notice provisions contained in Section 10.11(b)12.3. Each of Terra PRISA and Lycos Liberty hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement, (ai) the defense of sovereign immunity, (bii) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason other than the failure to serve process in accordance with this Section 10.1112.10, (ciii) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and (div) to the fullest extent permitted by applicable law Law that (iA) the suit, action or proceeding in any such court is brought in an inconvenient forum, (iiB) the venue of such suit, action or proceeding is improper and (iiiC) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. (b) Liberty hereby appoints Garrigues, with offices on the date hereof as set forth in Section 12.3, as its authorized agent (the “Authorized Agent”), upon whom process may be served in any suit, action or proceeding arising out of or relating to this Agreement or any transaction contemplated by this Agreement that may be instituted in any court described in Section 12.10(a).

Submission to Jurisdiction Waivers; Consent to Service of Process. (a) Each party hereto (and in the case of Terra the Collateral Agent and Lycos each Authorized Representative, on behalf of itself and the Pari Passu Secured Parties of the Series for whom it is acting) irrevocably agree that and unconditionally submits, for itself and its property, to the exclusive jurisdiction of any legal New York State court or federal court of the United States of America sitting in the Borough of Manhattan, in the City of New York (or any appellate court therefrom), in any action or proceeding with respect arising out of or relating to this Agreement Agreement, or for recognition and enforcement of any judgment rendered in respect hereof brought by another party hereto or its successors or assigns may be brought and determined in any Delaware state court or Federal court sitting in the State of New York or the State of Delawarethereof, and each of Terra the parties hereto hereby irrevocably and Lycos hereby (x) irrevocably submits with regard to any such action or proceeding for itself and unconditionally agrees that all claims in respect to its property, generally and unconditionally, to the exclusive personal jurisdiction of the aforesaid courts in the event any dispute arises out of this Agreement or any transaction contemplated hereby, (y) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court and (z) agrees that it will not bring any action relating to this Agreement or any transaction contemplated hereby in any court other than any Delaware state or Federal court sitting in the State of New York or the State of Delaware. Any service of process to be made in such action or proceeding may be made heard and determined in such New York State or, to the extent permitted by delivery of process law, in accordance with the notice provisions contained in Section 10.11(b)such federal court. Each of Terra the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and Lycos may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. (b) Each party hereto (and in the case of Collateral Agent and each Authorized Representative, on behalf of itself and the Pari Passu Secured Parties of the Series for whom it is acting) irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection 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 Agreement in any New York State or federal court. Each of the parties hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement, (a) the defense of sovereign immunity, (b) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason other than the failure to serve process in accordance with this Section 10.11, (c) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and (d) to the fullest extent permitted by applicable law that (i) law, the suit, defense of an inconvenient forum to the maintenance of such action or proceeding in any such court court. (c) Each party hereto (and in the case of Collateral Agent and each Authorized Representative, on behalf of itself and the Pari Passu Secured Parties of the Series for whom it is brought acting) irrevocably consents to the service of process in an inconvenient forumthe manner provided for notices in Section 6.01. Nothing herein shall affect the right of any other party hereto (or any Pari Passu Secured Party) to effect service of process in any other manner permitted by law. (d) To the extent permitted by applicable law, (ii) the venue of such suitno party hereto shall assert, and each party hereto hereby waives, any claim against any other party hereto that it may have to claim or recover in any legal action or proceeding is improper referred to in this Section 6.08 any special, indirect, exemplary, punitive or consequential damages. To the extent permitted by applicable law, no party hereto shall assert, and each party hereto hereby waives, any claim against any other party hereto, on any theory of liability, for special, indirect, consequential or punitive damages (iiias opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, or the subject matter hereof, may not be enforced in or by such courts.

Submission to Jurisdiction Waivers; Consent to Service of Process. Each party hereto, on behalf of itself and, as applicable, the Secured Parties of the Series for which it is acting, irrevocably and unconditionally: (a) Each submits, for itself and its property, to the exclusive jurisdiction of Terra and Lycos irrevocably agree that any legal action or proceeding with respect to this Agreement or for recognition and enforcement the Supreme Court of any judgment in respect hereof brought by another party hereto or its successors or assigns may be brought and determined in any Delaware state court or Federal court sitting in the State of New York sitting in New York County and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement and the State Credit Agreement Collateral Documents, or for recognition or enforcement of Delawareany judgment, and each of Terra the parties hereto hereby irrevocably and Lycos hereby (x) irrevocably submits with regard to any such action or proceeding for itself and unconditionally agrees that all claims in respect to its property, generally and unconditionally, to the exclusive personal jurisdiction of the aforesaid courts in the event any dispute arises out of this Agreement or any transaction contemplated hereby, (y) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court and (z) agrees that it will not bring any action relating to this Agreement or any transaction contemplated hereby in any court other than any Delaware state or Federal court sitting in the State of New York or the State of Delaware. Any service of process to be made in such action or proceeding may be made heard and determined in such New York State or, to the extent permitted by delivery of process law, in accordance with the notice provisions contained in Section 10.11(b)such Federal court. Each of Terra the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and Lycos may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement and/or the Credit Agreement Collateral Documents shall affect any right that any representative may otherwise have to bring any action or proceeding relating to any Loan Document against any Guarantor or its respective properties in the courts of any jurisdiction; (b) 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 20 proceeding arising out of or relating to this Agreement and/or the Credit Agreement Collateral Documents in any court referred to in paragraph (a) of this Section. Each of the parties hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement, (a) the defense of sovereign immunity, (b) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason other than the failure to serve process in accordance with this Section 10.11, (c) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and (d) to the fullest extent permitted by applicable law that (i) law, the suit, defense of an inconvenient forum to the maintenance of such action or proceeding in any such court is brought court; (c) agrees that service of process in an inconvenient forum, (ii) the venue of any such suit, action or proceeding is improper may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Person (or its Authorized Representative) at the address set forth in Section 5.01; (d) as it relates to any Grantor, such Grantor designates, appoints and empowers the Borrower as its designee, appointee and agent to receive, accept and acknowledge for and on its behalf, and in respect of its property, service of any and all legal process, summons, notices and documents that may be served in any such action or proceeding and the Borrower hereby accepts such designation and appointment; and (iiie) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding referred to in this AgreementSection 5.08 any special, exemplary, punitive or the subject matter hereof, may not be enforced in or by such courtsconsequential damages.

Submission to Jurisdiction Waivers; Consent to Service of Process. (a) Each of Terra the Parent and Lycos the Company irrevocably agree that any legal action or proceeding with respect to this Agreement or for recognition and enforcement of any judgment in respect hereof brought by another party hereto or its successors or assigns may be brought and determined in any Delaware state court or Federal court sitting in the State of New York or the State of Delaware, and each of Terra the Parent and Lycos hereby the Company thereby (x) irrevocably submits with regard to any such action or proceeding for itself and in respect to its property, generally and unconditionally, to the exclusive personal jurisdiction of the aforesaid courts court in the event any dispute arises out of this Agreement or any transaction contemplated hereby, (y) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court and (z) agrees that it will not bring any action relating to this Agreement or any transaction contemplated hereby in any court other than any Delaware state or Federal court sitting in the State of New York or the State of Delaware. Any service of process to be made in such action or proceeding may be made by delivery of process in accordance with the notice provisions contained in Section 10.11(b)8.5. Each of Terra the Parent and Lycos the Company hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement, , (a) the defense of sovereign immunity, (b) any claim that it is not personally subject to the jurisdiction of the above-named courts court for any reason other than the failure to serve process in accordance with this Section 10.11, (c) 8.15 that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and (d) to the fullest extent permitted by applicable application law that the (i) the suit, action or proceeding in i any such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper and (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.

Submission to Jurisdiction Waivers; Consent to Service of Process. (a) Each Subject to Section 11.8(b), each of Terra and Lycos the parties hereto irrevocably agree agrees that any legal action or proceeding with respect to this Agreement or for recognition and enforcement of any judgment in respect hereof brought by another party hereto or its successors or permitted assigns may shall be brought and determined exclusively in any Delaware state court or Federal court sitting in the State of New York or the State of DelawareCastle County, Delaware and each of Terra and Lycos the parties hereto hereby (xi) irrevocably submits with regard to any such action or proceeding for itself and in respect to its property, generally and unconditionally, to the exclusive personal jurisdiction of the aforesaid courts in the event any dispute arises out or relates to of this Agreement or any transaction contemplated hereby, (yii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court and (ziii) agrees that it will not bring any action arising out of or relating to this Agreement or any transaction contemplated hereby in any court other than any Delaware state court or Federal court sitting in the State of New York or the State of Castle County, Delaware. Any It is understood and agreed that any other court or arbiter in any other jurisdiction shall be entitled to enforce any Judgment of any state court or Federal court sitting in New Castle County, Delaware. Justice has appointed Corporation Service Company, 1180 Avenue of the Americas, Xxxxx 000, Xxx Xxxx, Xxx Xxxx 00000-0000 (“Process Agent”), as its authorized agent upon whom all writs, process and summonses may be served in any suit, action or proceeding arising out of or relating to this Agreement. If for any reason Process Agent (or any successor agent for this purpose) shall cease to act as agent for service of process as provided above, Justice will promptly appoint a successor agent for this purpose reasonably acceptable to the Company. Any writs, process or summonses to be made served on any other party in such action or proceeding may be made by delivery of process in accordance with the notice provisions contained in Section 10.11(b)11.2 or as otherwise permitted by Law. Each of Terra and Lycos hereby the parties hereto irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement, (ai) the defense of sovereign immunity, (bii) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason other than the failure to serve process in accordance with this Section 10.1111.8, (ciii) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and (div) to the fullest extent permitted by applicable law Law that (iA) the suit, action or proceeding in any such court is brought in an inconvenient forum, (iiB) the venue of such suit, action or proceeding is improper and (iiiC) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. (b) Each of the parties agrees that the courts of each of Guernsey, England and Wales shall have jurisdiction to settle any Action that arises out of or in connection with Section 2.1, and hereby agrees that such Actions, disputes or claims may be submitted to the jurisdiction of such courts. Each of the parties waives any right that it may have to object to an Action being brought in such courts, to claim that the any such Action has been brought in an inconvenient forum, or to claim that those courts do not have jurisdiction. Each of Justice, New Holdco and Merger Sub LLC acknowledges that damages might not be an adequate remedy for any breach of Section 2.1 and that, accordingly, the Company shall be entitled, without proof of special damage, to seek the remedies of injunction and specific performance and other equitable remedies for any threatened or actual breach of the provisions of Section 2.1. Justice irrevocably appoints (i) Law Debenture Corporate Services Limited of Xxxxx Xxxxx, 000 Xxxx Xxxxxx, Xxxxxx XX0X 0XX in England and (ii) the Company Administrator (as used in Section 11.2) in Guernsey, in each case, as its process agent to receive on its behalf service of process in any Action arising out of or in connection with Section 2.1 in England and Guernsey, respectively. Such service shall be deemed completed on delivery to such process agent (whether or not it is forwarded to and received by

Submission to Jurisdiction Waivers; Consent to Service of Process. Each party hereto, on behalf of itself and, as applicable, the Secured Parties of the Series for which it is acting, irrevocably and unconditionally: (a) Each submits, for itself and its property, to the exclusive jurisdiction of Terra and Lycos irrevocably agree that any legal action or proceeding with respect to this Agreement or for recognition and enforcement the Supreme Court of any judgment in respect hereof brought by another party hereto or its successors or assigns may be brought and determined in any Delaware state court or Federal court sitting in the State of New York sitting in New York County and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement and the State Credit Agreement Collateral Documents, or for recognition or enforcement of Delawareany judgment, and each of Terra the parties hereto hereby irrevocably and Lycos hereby (x) irrevocably submits with regard to any such action or proceeding for itself and unconditionally agrees that all claims in respect to its property, generally and unconditionally, to the exclusive personal jurisdiction of the aforesaid courts in the event any dispute arises out of this Agreement or any transaction contemplated hereby, (y) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court and (z) agrees that it will not bring any action relating to this Agreement or any transaction contemplated hereby in any court other than any Delaware state or Federal court sitting in the State of New York or the State of Delaware. Any service of process to be made in such action or proceeding may be made heard and determined in such New York State or, to the extent permitted by delivery of process law, in accordance with the notice provisions contained in Section 10.11(b)such Federal court. Each of Terra the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and Lycos may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement and/or the Credit Agreement Collateral Documents shall affect any right that any representative may otherwise have to bring any action or proceeding relating to any Loan Document against any Guarantor or its respective properties in the courts of any jurisdiction; (b) 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 Agreement and/or the Credit Agreement Collateral Documents in any court referred to in paragraph (a) of this Section. Each of the parties hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement, (a) the defense of sovereign immunity, (b) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason other than the failure to serve process in accordance with this Section 10.11, (c) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and (d) to the fullest extent permitted by applicable law that (i) law, the suit, defense of an inconvenient forum to the maintenance of such action or proceeding in any such court is brought court; (c) agrees that service of process in an inconvenient forumany such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Person (or its Authorized Representative) at the address set forth in Section 5.01; (d) as it relates to any Grantor, such Grantor designates, appoints and empowers Holdings as its designee, appointee and agent to receive, accept and acknowledge for and on its behalf, and in respect of its property, service of any and all legal process, summons, notices and documents that may be served in any such action or proceeding and Holdings hereby accepts such designation and appointment; and (e) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding referred to in this Section 5.08 any special, exemplary, punitive or consequential damages; provided that the foregoing waiver shall not apply to claims or recoveries resulting from a third party’s claim for special, exemplary, punitive or consequential damages in connection with which indemnity obligations of the Company are otherwise owing to the (i) Notes Collateral Agent pursuant to Section 7.07 of the Notes Indenture and (ii) the venue Credit Agreement Collateral Agent pursuant to Section 9.08 of such suit, action or proceeding is improper and (iii) this the Credit Agreement, or the subject matter hereof, may not be enforced in or by such courts.

Submission to Jurisdiction Waivers; Consent to Service of Process. (a) Each of Terra and Lycos Except as otherwise provided in this Agreement, each Party irrevocably agree agrees that any legal action or proceeding Proceeding with respect to this Agreement or for recognition and enforcement of any judgment in respect hereof brought by another party hereto Party or its successors or assigns may shall be brought exclusively in the state and determined in any Delaware state court or Federal court sitting in federal courts of the State of New York or the State of Delaware, and each of Terra and Lycos the Parties hereby (x) irrevocably submits with regard to any such action or proceeding Proceeding for itself and in respect to its property, generally and unconditionally, to the exclusive personal jurisdiction of the aforesaid courts in the event any dispute arises out of this Agreement or any transaction contemplated hereby, (y) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court and (z) agrees that it will not bring any action relating to this Agreement or any transaction contemplated hereby in any court other than any Delaware state or Federal court sitting in the State of New York or the State of Delawareaforesaid courts. Any service of process to be made in such action or proceeding Proceeding may be made by delivery of process in accordance with the notice provisions contained in Section 10.11(b)8.8. Each of Terra and Lycos the Parties hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding Proceeding with respect to this Agreement, (a) the defense of sovereign immunity, (b) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason other than the failure to serve process in accordance with this Section 10.118.11, (c) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and (d) to the fullest extent permitted by applicable law laws and regulations that (i) the suit, action or proceeding Proceeding in any such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding Proceeding is improper and (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.

Submission to Jurisdiction Waivers; Consent to Service of Process. Each party hereto including each Collateral Agent, on behalf of itself and the Equal Priority Secured Parties of the Series for whom it is acting, irrevocably and unconditionally: (a) Each submits to the non-exclusive jurisdiction of Terra and Lycos irrevocably agree that any legal New York State or federal court, in each case, sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding with respect arising out of or relating to this Agreement or for recognition and enforcement of any agrees, to the fullest extent permitted by applicable law, that a final judgment in respect hereof any suit, action or proceeding brought by another party hereto or its successors or assigns in any such court shall be conclusive and binding upon it subject to rights of appeal, as the case may be, and may be brought and determined enforced in any Delaware state court the courts of the United States of America or Federal court sitting in the State of New York (or the State of Delaware, and each of Terra and Lycos hereby (x) irrevocably submits with regard to any such action or proceeding for itself and in respect to its property, generally and unconditionally, other courts to the exclusive personal jurisdiction of the aforesaid courts in the event any dispute arises out of this Agreement which it or any transaction contemplated hereby, (y) agrees that it will not attempt to deny of its assets is or defeat such personal jurisdiction by motion or other request for leave from any such court and (z) agrees that it will not bring any action relating to this Agreement or any transaction contemplated hereby in any court other than any Delaware state or Federal court sitting in the State of New York or the State of Delaware. Any service of process to be made in such action or proceeding may be made subject) by delivery of process in accordance with a suit upon such judgment; (b) to the notice provisions contained in Section 10.11(b). Each of Terra and Lycos hereby irrevocably waivesfullest extent permitted by applicable law, waives and agrees not to assert, by way of motion, as a defense, counterclaim defense or otherwise, in any action or proceeding with respect to this Agreement, (a) the defense of sovereign immunity, (b) any claim that it is not personally subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the above-named courts for laying of the venue of any reason other than the failure to serve process such suit, action or proceeding brought in accordance with this Section 10.11any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum; (c) agrees that it or its property is exempt or immune from jurisdiction service of process in any such court action or from proceeding may be effected by mailing a copy thereof by registered, certified, priority or express mail (or any legal process commenced substantially similar form of mail), postage prepaid, return receipt or delivery confirmation requested, to it at its address specified in Section 5.01 or at such courts other address of which such Person shall then have been notified pursuant to said Section and agrees that such service upon receipt (whether through i) shall be deemed in every respect effective service of noticeprocess upon it in any such suit, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment action or otherwise), proceeding and (dii) shall, to the fullest extent permitted by applicable law law, be taken and held to be valid personal service upon and personal delivery to it and agrees that notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service; and (id) agrees that nothing herein shall affect the suit, action right of any other party hereto (or proceeding any Equal Priority Secured Party) to effect service of process in any such court is brought other manner permitted by law or shall limit the right of any party hereto (or any Equal Priority Secured Party) to bring proceedings in an inconvenient forum, (ii) the venue courts of such suit, action any appropriate jurisdiction or proceeding is improper and (iii) this Agreement, or the subject matter hereof, may not be enforced to enforce in or by such courtsany lawful manner a judgment obtained in one jurisdiction in any other jurisdiction.

Submission to Jurisdiction Waivers; Consent to Service of Process. Each party hereto, on behalf of itself and, as applicable, the Secured Parties of the Series for which it is acting, irrevocably and unconditionally: (a) Each submits, for itself and its property, to the exclusive jurisdiction of Terra and Lycos irrevocably agree that any legal action or proceeding with respect to this Agreement or for recognition and enforcement the Supreme Court of any judgment in respect hereof brought by another party hereto or its successors or assigns may be brought and determined in any Delaware state court or Federal court sitting in the State of New York sitting in New York County and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement and the State Security Documents, or for recognition or enforcement of Delawareany judgment, and each of Terra the parties hereto hereby irrevocably and Lycos hereby (x) irrevocably submits with regard to any such action or proceeding for itself and unconditionally agrees that all claims in respect to its property, generally and unconditionally, to the exclusive personal jurisdiction of the aforesaid courts in the event any dispute arises out of this Agreement or any transaction contemplated hereby, (y) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court and (z) agrees that it will not bring any action relating to this Agreement or any transaction contemplated hereby in any court other than any Delaware state or Federal court sitting in the State of New York or the State of Delaware. Any service of process to be made in such action or proceeding may be made heard and determined in such New York State or, to the extent permitted by delivery of process law, in accordance with the notice provisions contained in Section 10.11(b)such Federal court. Each of Terra the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and Lycos may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement and/or the Security Documents shall affect any right that any representative may otherwise have to bring any action or proceeding relating to any Secured Credit Document against any Guarantor (as defined in the applicable Secured Credit Document) or its respective properties in the courts of any jurisdiction; (b) 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 Agreement and/or the Security Documents in any court referred to in paragraph (a) of this Section 5.08. Each of the parties hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement, (a) the defense of sovereign immunity, (b) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason other than the failure to serve process in accordance with this Section 10.11, (c) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and (d) to the fullest extent permitted by applicable law that (i) law, the suit, defense of an inconvenient forum to the maintenance of such action or proceeding in any such court is brought court; (c) agrees that service of process in an inconvenient forum, (ii) the venue of any such suit, action or proceeding is improper may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Person (or its Authorized Representative) at the address set forth in Section 5.01; (d) as it relates to any Grantor, such Grantor designates, appoints and empowers the Company as its designee, appointee and agent to receive, accept and acknowledge for and on its behalf, and in respect of its property, service of any and all legal process, summons, notices and documents that may be served in any such action or proceeding and the Company hereby accepts such designation and appointment; and (iiie) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding referred to in this Section 5.08 any special, exemplary, punitive or consequential damages, other than any such right it may have to such claim or recovery in a manner contemplated by Section 9.04(b) of the Credit Agreement or the Bridge Facility Agreement, except, in each case, for loss or the subject matter hereof, may not be enforced in or damage suffered by such courtsparty as a result of its own willful misconduct or gross negligence or as otherwise set forth therein as determined by a court of competent jurisdiction in a final, non-appealable judgment.

Submission to Jurisdiction Waivers; Consent to Service of Process. The Collateral Agent and each Authorized Representative, on behalf of itself and the Pari Passu Secured Parties of the Series for whom it is acting, irrevocably and unconditionally: (a) Each of Terra submits for itself and Lycos irrevocably agree that its property in any legal action or proceeding with respect relating to this Agreement and the Pari Passu Security Documents, or for recognition and enforcement of any judgment in respect hereof brought by another party hereto or its successors or assigns may be brought and determined in any Delaware state court or Federal court sitting in thereof, to the exclusive jurisdiction of the courts of the State of New York or York, the State courts of Delawarethe United States of America for the Southern District of New York, and each of Terra and Lycos hereby (x) irrevocably submits with regard to any such action or proceeding for itself and in respect to its property, generally and unconditionally, to the exclusive personal jurisdiction of the aforesaid appellate courts in the event any dispute arises out of this Agreement or any transaction contemplated hereby, (y) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court and thereof; (zb) agrees consents that it will not bring any action relating to this Agreement or any transaction contemplated hereby in any court other than any Delaware state or Federal court sitting in the State of New York or the State of Delaware. Any service of process to be made in such action or proceeding may be made by delivery of process brought in accordance with the notice provisions contained in Section 10.11(b). Each of Terra such courts and Lycos hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in waives any action or proceeding with respect to this Agreement, (a) the defense of sovereign immunity, (b) any claim objection that it is not personally subject may now or hereafter have to the jurisdiction of the above-named courts for any reason other than the failure to serve process in accordance with this Section 10.11, (c) that it or its property is exempt or immune from jurisdiction venue of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and (d) to the fullest extent permitted by applicable law that (i) the suit, action or proceeding in any such court is or that such action or proceeding was brought in an inconvenient forum, court and agrees not to plead or claim the same; (iic) the venue agrees that service of process in any such suit, action or proceeding is improper and may be effected by mailing a copy thereof by registered or certified mail (iiior any substantially similar form of mail), postage prepaid, to such person (or its Authorized Representative) at the address referred to in 5.01; (d) agrees that nothing herein shall affect the right of any other party hereto (or any Pari Passu Secured Party) to effect service of process in any other manner permitted by law or shall limit the right of any party hereto (or any Pari Passu Secured Party) to xxx in any other jurisdiction; and (e) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding referred to in this AgreementSection 5.08 any special, exemplary, punitive or the subject matter hereof, may not be enforced in or by such courtsconsequential damages.