WAIVER OF JURISDICTION. AS A SPECIFICALLY BARGAINED INDUCEMENT FOR AGENT, LC ISSUER AND THE LENDERS TO ENTER INTO THIS AGREEMENT AND EXTEND CREDIT TO BORROWER, BORROWER, AGENT, LC ISSUER AND THE LENDERS AGREE THAT ANY ACTION, SUIT OR PROCEEDING IN RESPECT OF OR ARISING OUT OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS, THEIR VALIDITY OR PERFORMANCE, AND WITHOUT LIMITATION ON THE ABILITY OF AGENT, LC ISSUER AND LENDERS, THEIR SUCCESSORS AND ASSIGNS, TO EXERCISE ALL RIGHTS AS TO THE LOAN COLLATERAL AND TO INITIATE AND PROSECUTE IN ANY APPLICABLE JURISDICTION ACTIONS RELATED TO REPAYMENT AND COLLECTION OF THE OBLIGATIONS, SHALL BE INITIATED AND PROSECUTED AS TO ALL PARTIES AND THEIR SUCCESSORS AND ASSIGNS AT CINCINNATI, OHIO. BORROWER, AGENT, LC ISSUER AND THE LENDERS EACH CONSENT TO AND SUBMIT TO THE EXERCISE OF JURISDICTION OVER ITS PERSON BY ANY COURT SITUATED AT CINCINNATI, OHIO HAVING JURISDICTION OVER THE SUBJECT MATTER, AND CONSENTS THAT ALL SERVICE OF PROCESS BE MADE BY CERTIFIED MAIL DIRECTED TO BORROWER, AGENT, LC ISSUER, AND LENDERS AT THEIR RESPECTIVE ADDRESSES SET FORTH IN SECTION 15.7 OR AS OTHERWISE PROVIDED UNDER THE LAWS OF THE STATE OF OHIO. BORROWER, AGENT, LC ISSUER AND THE LENDERS WAIVE ANY OBJECTION BASED ON FORUM NON CONVENIENS, AND ANY OBJECTION TO VENUE OF ANY ACTION INSTITUTED HEREUNDER, AND CONSENT TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY THE COURT.

WAIVER OF JURISDICTION. Each of the Parties hereto waive any claim that any such jurisdiction in San Diego, California (as provided by Section 3.13) is not a convenient forum for any such suit or proceeding and any defense or lack of in personam jurisdiction with respect thereto. To the fullest extent permitted by law, each of the Parties hereto hereby knowingly, voluntarily and intentionally waives its respective rights to a jury trial of any claim or cause of action based upon or arising out of this Agreement or any other document or any dealings between them relating to the subject matter of this Agreement and other documents. In addition to any and all other remedies that may be available at law, in the event of any breach of this Agreement, each of Parties hereto shall be entitled to specific performance of the agreements and obligations hereunder and to such other injunctive or other equitable relief as may be granted by a court of competent jurisdiction.

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WAIVER OF JURISDICTION. 47 15.4 Survival and Continuation of Representations and Warranties .. 48 15.5

WAIVER OF JURISDICTION. AS A SPECIFICALLY BARGAINED INDUCEMENT FOR BANK TO ENTER INTO THIS AGREEMENT AND EXTEND CREDIT TO BORROWERS, BORROWERS AGREE THAT ANY ACTION, SUIT OR PROCEEDING IN RESPECT OF OR ARISING OUT OF THIS AGREEMENT, ITS VALIDITY OR PERFORMANCE, AT THE SOLE OPTION OF BANK, ITS SUCCESSORS AND ASSIGNS, AND WITHOUT LIMITATION ON THE ABILITY OF BANK, ITS SUCCESSORS AND ASSIGNS, TO EXERCISE ALL RIGHTS AS TO THE LOAN COLLATERAL OR INITIATE AND PROSECUTE IN ANY APPLICABLE JURISDICTION ACTIONS RELATED TO REPAYMENT OF THE OBLIGATIONS, SHALL BE INITIATED AND PROSECUTED AS TO ALL PARTIES AND THEIR SUCCESSORS AND ASSIGNS AT CINCINNATI, OHIO. BANK AND BORROWERS EACH CONSENTS TO AND SUBMITS TO THE EXERCISE OF

WAIVER OF JURISDICTION. Each of the Parties hereto waive any claim that any such jurisdiction is not a convenient forum for any such suit or proceeding and any defense or lack of in personam jurisdiction with respect thereto. To the fullest extent permitted by law, each of the Parties hereto hereby knowingly, voluntarily and intentionally waives its respective rights to a jury trial of any claim or cause of action based upon or arising out of this Agreement or any other document or any dealings between them relating to the subject matter of this Agreement and other documents. In addition to any and all other remedies that may be available at law, in the event of any breach of this Agreement, each of Parties hereto shall be entitled to specific Note Purchase Agreement PCFG – Iconic: September 25, 2013 performance of the agreements and obligations hereunder and to such other injunctive or other equitable relief as may be granted by a court of competent jurisdiction. Note Purchase Agreement PCFG – Iconic: September 25, 2013

WAIVER OF JURISDICTION. Licensee acknowledges and agrees that Licensor makes its facilities available pursuant to and in consideration of this Agreement only. By execution of this Agreement by its duly authorized representative, Licensee accepts that the relationship of the parties will be governed exclusively by this Agreement and Licensee waives any and all jurisdiction of federal, state or local regulatory authorities over the terms and conditions of this Agreement, access to Licensor's facilities, or any other matter respecting attachments to Licensor's facilities, including without limitation the fees, charges or rent due hereunder, for a period of two years from the effective date of this Agreement. In the event that Licensee seeks relief before any federal, state or local court or authority regarding any such matter, or seeks judicial relief from or alteration of any term or condition of this Agreement in whole or in part on the basis of any alleged jurisdiction of federal, state, or local regulatory authority within two years of the effective date of this Agreement, this Agreement shall immediately terminate and Licensee agrees that it shall promptly remove all its attachments from Licensor's facilities pursuant to this Agreement. Should Licensee fail to effect such removal(s) within one hundred twenty (120) days of having initiated any such action or proceeding, Licensor shall have the right without liability to remove or cause to be removed Licensee's attachments and equipment, at Licensee's sole expense, pursuant to the terms of this Agreement. Licensee further acknowledges and agrees that Licensee shall provide Licensor with ninety (90) days advance written notice of its intent to institute an action or proceeding before any federal, state, or local court or authority for the purpose of seeking the alteration of or relief from any term of this Agreement, in whole or in part. Licensee and Licensor agree that, during such 90 day period, they will actively negotiate in good faith to attempt to resolve the dispute for which Licensee intends to bring the action. This waiver shall not preclude Licensee from bringing an action for breach of contract in federal, state or local court.

WAIVER OF JURISDICTION. 83 Section 15.4 Survival................................................ 83 Section 15.5 Application of Payments; Revival of Obligations......... 84 Section 15.6

WAIVER OF JURISDICTION. Service of Process, and Jury Trial. Agent, Borrower, and each Syndication Party: 12.9.1 Irrevocably consents and submits to the nonexclusive jurisdiction of the courts of the State of Colorado and the United States District Court for the District of Colorado and waives any objection based on venue or forum non convenient with 65 respect to any action instituted therein arising under this Agreement or in any way connected with or related or incidental to the dealings of the parties hereto in respect of this Agreement or the transactions related hereto, in each case whether now existing or hereafter arising, and whether in contract, tort, equity or otherwise, and agrees that any dispute with respect to any such matters shall be heard only in the courts described above. 12.9.2 With respect to litigation concerning this Agreement within the jurisdiction of the courts of the State of Colorado or the United States District Court for the District of Colorado, Borrower, each Syndication Party, and Agent, unless they have an office located in Colorado where service of process may be made) ("Designating Party") hereby irrevocably appoints CT Corporation Systems, 1600 Xxxxxxxx, Xxxxxx, Xxxxxxxx 00000, xx its agent to receive for and on its behalf, service of process, which service may be made by mailing a copy of any summons or other legal process to such party in care of such agent. Each Designating Party agrees that it shall maintain a duly appointed agent for service of summons and other legal process as long as it remains obligated under this Agreement and shall keep Agent advised in writing of the identity and location of such agent. The receipt by such agent and/or by such Designating Party of such summons or other legal process in any such litigation shall be deemed personal service and acceptance by such Designating Party for all purposes of such litigation, In the event any Designating Party shall fail to maintain a duly appointed agent for service of summons as required by this Subsection 12.9.2. such Designating Party hereby waives personal service of any and all process upon it and consents that all such service or process may be made by certified mail (return receipt requested) directed to its address set forth in Section 12.3 hereof and service so made shall be deemed to be completed five (5) days after the same shall have been so deposited in the U.S. mails, or, at the option of the party making such service, by service in any other manner provided und...

WAIVER OF JURISDICTION. 66 15.4 Survival of Representations and Warranties ........................................... 67 15.5

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