Common use of CONSENT TO JURISDICTION AND SERVICE OF PROCESS; WAIVER OF JURY TRIAL Clause in Contracts

CONSENT TO JURISDICTION AND SERVICE OF PROCESS; WAIVER OF JURY TRIAL. (a) Any proceeding or Action based upon, arising out of or related to this Agreement or the transactions contemplated hereby must be brought in the Court of Chancery of the State of Delaware (or, only to the extent such court does not have subject matter jurisdiction, the Superior Court of the State of Delaware or, if it has or can acquire jurisdiction, in the United States District Court for the District of Delaware), and each of the parties irrevocably and unconditionally (i) consents and submits to the exclusive jurisdiction of each such court in any such proceeding or Action, (ii) waives any objection it may now or hereafter have to personal jurisdiction, venue or to convenience of forum, (iii) agrees that all claims in respect of such proceeding or Action shall be heard and determined only in any such court and (iv) agrees not to bring any proceeding or Action arising out of or relating to this Agreement or the transactions contemplated hereby in any other court. Nothing herein contained shall be deemed to affect the right of any party to serve process in any manner permitted by Xxx or to commence Legal Proceedings or otherwise proceed against any other party in any other jurisdiction, in each case, to enforce judgments obtained in any proceeding or Action brought in accordance with this Section 11.14(a). Each Party (other the Company and Seller) hereto hereby consents to service of process in any proceeding or Action based upon, arising out of or related to this Agreement or the transactions contemplated hereby in any manner permitted by the laws of the State of Delaware, and further consents to service of process by nationally recognized overnight courier service guaranteeing overnight delivery, or by registered or certified mail, return receipt requested, at its address specified pursuant to Section 11.3 and waives and covenants not to assert or plead any objection which they might otherwise have to such manner of service of process. The Company and the Seller hereby consent and agree that service of process to any of them will be delivered in person or to the agent described below, which the Company and the Seller irrevocably appoint as its agent for the purpose of accepting service of process for any action not only within the State of Delaware, but also any other jurisdiction.

CONSENT TO JURISDICTION AND SERVICE OF PROCESS; WAIVER OF JURY TRIAL. (a) Any The Company agrees that any legal suit, action or proceeding brought by any party to enforce any rights under or Action based upon, arising out of or related with respect to this Agreement Indenture or the transactions contemplated hereby must Senior Notes may be brought instituted in the Court of Chancery of the State of Delaware (or, only any state or federal court in New York City and waives to the fullest extent such court does not have subject matter jurisdiction, the Superior Court of the State of Delaware or, if it has or can acquire jurisdiction, in the United States District Court for the District of Delaware), and each of the parties irrevocably and unconditionally (i) consents and submits to the exclusive jurisdiction of each such court in any such proceeding or Action, (ii) waives permitted by law any objection which it may now or hereafter have to personal jurisdictionthe laying of venue of any such suit, venue action or proceeding and irrevocably submits to convenience the non-exclusive jurisdiction of forumany such court in any such suit, action or proceeding. The Company hereby irrevocably designates and appoints each of Sea Containers America Inc. (iii“SCA”) agrees that and Corporation Service Company (“CSC”) as the Company’s authorized agents to receive and forward on its behalf service of any and all claims process which may be served in respect of any such suit, action or proceeding or Action shall be heard and determined only in any such court and agrees that service of process upon either or both SCA or any successor (ivprovided, however, that such service upon SCA or any successor shall only be required by this Section 115 so long as SCA or such successor maintains an office at the address set forth herein or at another address in New York City which the Company has designated by written notice to the Trustee) agrees not at its office at 0000 Xxxxxx xx xxx Xxxxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, and CSC or any successor at its office at 00 Xxxxx Xxxxxx, Xxxxxx, Xxx Xxxx 00000–2543 (or such other address in the State of New York as the Company may designate by written notice to bring any proceeding the Trustee) and written notice of such service to the Company marked or Action arising out of delivered to either or relating both SCA (subject to this Agreement or the transactions contemplated hereby in any other court. Nothing foregoing proviso) and CSC at their addresses set forth herein contained shall be deemed in every respect effective service of process upon the Company in any such suit, action or proceeding and shall be taken and held to be valid personal service upon the Company. Nothing in this Section 115 shall affect the right of any party hereto to serve process in any manner permitted by Xxx law or limit the right of any party hereto to commence Legal Proceedings or otherwise proceed bring proceedings against any other party in any other jurisdiction, in each case, to enforce judgments obtained in any proceeding or Action brought in accordance with this Section 11.14(a). Each Party (other the Company and Seller) hereto hereby consents to service in the courts of process in any proceeding jurisdiction or Action based upon, arising out of or related to this Agreement or the transactions contemplated hereby in any manner permitted by the laws of the State of Delaware, and further consents to service of process by nationally recognized overnight courier service guaranteeing overnight delivery, or by registered or certified mail, return receipt requested, at its address specified pursuant to Section 11.3 and waives and covenants not to assert or plead any objection which they might otherwise have to such manner of service of processjurisdictions. The Company further agrees to take any and all action, including the execution and filing of any and all such documents and instruments as may be necessary to continue such designation and appointment of SCA and CSC in full force and effect so long as this Indenture or any of the Senior Notes shall be outstanding. To the extent that the Company has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, executor or otherwise) with respect to itself or its property, the Company hereby irrevocably waives such immunity in respect of its obligations under this Indenture and the Seller hereby consent and agree that service of process to any of them will be delivered in person or Senior Notes, to the agent described belowextent permitted by law. EACH OF THE COMPANY AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, which the Company and the Seller irrevocably appoint as its agent for the purpose of accepting service of process for any action not only within the State of DelawareTO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, but also any other jurisdictionANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE SENIOR NOTES OR THE TRANSACTIONS CONTEMPLATED HEREBY.

CONSENT TO JURISDICTION AND SERVICE OF PROCESS; WAIVER OF JURY TRIAL. EACH PARTY TO THIS AGREEMENT HEREBY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE DELAWARE CHANCERY COURT SITTING IN THE COUNTY OF NEW CASTLE, OR IF SUCH COURT SHALL NOT HAVE PROPER JURISDICTION, OF THE UNITED STATES FEDERAL DISTRICT COURT SITTING IN DELAWARE, AND ANY APPELLATE COURT THEREOF, IN RESPECT OF ANY ACTION, SUIT OR PROCEEDING ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, AND AGREES THAT ANY SUCH ACTION, SUIT OR PROCEEDING SHALL BE BROUGHT ONLY IN SUCH COURTS (a) AND WAIVES AND AGREES NOT TO ASSERT ANY OBJECTION BASED ON FORUM NON CONVENIENS OR ANY OTHER OBJECTION TO VENUE THEREIN OR JURISDICTION THEREOF); PROVIDED, HOWEVER, THAT SUCH CONSENT TO JURISDICTION IS SOLELY FOR THE PURPOSE REFERRED TO IN THIS SECTION 3.10 AND SHALL NOT BE DEEMED TO BE A GENERAL SUBMISSION TO THE JURISDICTION OF SAID COURTS OR IN THE STATE OF DELAWARE OTHER THAN FOR SUCH PURPOSE. Any and all process may be served in any action, suit or proceeding or Action based upon, arising out of or related to in connection with this Agreement or by complying with the transactions contemplated hereby must be brought provisions of Section 3.3. Such service of process shall have the same effect as if the party being served were a resident in the Court of Chancery of the State of Delaware (or, only to the extent and had been lawfully served with such court does not have subject matter process in such jurisdiction, the Superior Court of the State of Delaware or, if it has or can acquire jurisdiction, in the United States District Court for the District of Delaware), and each of the . The parties irrevocably and unconditionally (i) consents and submits to the exclusive jurisdiction of each such court in any such proceeding or Action, (ii) waives any objection it may now or hereafter have to personal jurisdiction, venue or to convenience of forum, (iii) agrees that hereby waive all claims in respect of error by reason of such proceeding or Action shall be heard and determined only in any such court and (iv) agrees not to bring any proceeding or Action arising out of or relating to this Agreement or the transactions contemplated hereby in any other courtservice. Nothing herein contained shall be deemed to affect the right of any party to serve process in any other manner permitted by Xxx law or to commence Legal Proceedings legal proceedings or otherwise proceed against any the other party in any other jurisdiction, in each case, jurisdiction to enforce judgments obtained in any proceeding or Action brought in accordance with this Section 11.14(a). Each Party (other the Company and Seller) hereto hereby consents to service of process in any proceeding or Action based upon, arising out of or related to this Agreement or the transactions contemplated hereby in any manner permitted by the laws rulings of the State of Delawareaforementioned courts. EACH PARTY TO THIS AGREEMENT HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, and further consents to service of process by nationally recognized overnight courier service guaranteeing overnight deliveryUNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH OF THE PARTIES HERETO (A) CERTIFIES THAT NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, or by registered or certified mailEXPRESSLY OR OTHERWISE, return receipt requestedTHAT SUCH OTHER PARTY WOULD NOT, at its address specified pursuant to Section 11.3 and waives and covenants not to assert or plead any objection which they might otherwise have to such manner of service of process. The Company and the Seller hereby consent and agree that service of process to any of them will be delivered in person or to the agent described belowIN THE EVENT OF LITIGATION, which the Company and the Seller irrevocably appoint as its agent for the purpose of accepting service of process for any action not only within the State of DelawareSEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY, but also any other jurisdictionAS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 3.10.

CONSENT TO JURISDICTION AND SERVICE OF PROCESS; WAIVER OF JURY TRIAL. EACH PARTY TO THIS AGREEMENT HEREBY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE DELAWARE CHANCERY COURT SITTING IN THE COUNTY OF NEW CASTLE, OR IF SUCH COURT SHALL NOT HAVE PROPER JURISDICTION, OF THE UNITED STATES FEDERAL DISTRICT COURT SITTING IN DELAWARE, AND ANY APPELLATE COURT THEREOF, IN RESPECT OF ANY ACTION, SUIT OR PROCEEDING ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, AND AGREES THAT ANY SUCH ACTION, SUIT OR PROCEEDING SHALL BE BROUGHT ONLY IN SUCH COURTS (a) AND WAIVES AND AGREES NOT TO ASSERT ANY OBJECTION BASED ON FORUM NON CONVENIENS OR ANY OTHER OBJECTION TO VENUE THEREIN OR JURISDICTION THEREOF); PROVIDED, HOWEVER, THAT SUCH CONSENT TO JURISDICTION IS SOLELY FOR THE PURPOSE REFERRED TO IN THIS SECTION 7.09 AND SHALL NOT BE DEEMED TO BE A GENERAL SUBMISSION TO THE JURISDICTION OF SAID COURTS OR IN THE STATE OF DELAWARE OTHER THAN FOR SUCH PURPOSE. Any and all process may be served in any action, suit or proceeding or Action based upon, arising out of or related to in connection with this Agreement or by complying with the transactions contemplated hereby must be brought provisions of Section 7.03. Such service of process shall have the same effect as if the party being served were a resident in the Court of Chancery of the State of Delaware (or, only to the extent and had been lawfully served with such court does not have subject matter process in such jurisdiction, the Superior Court of the State of Delaware or, if it has or can acquire jurisdiction, in the United States District Court for the District of Delaware), and each of the . The parties irrevocably and unconditionally (i) consents and submits to the exclusive jurisdiction of each such court in any such proceeding or Action, (ii) waives any objection it may now or hereafter have to personal jurisdiction, venue or to convenience of forum, (iii) agrees that hereby waive all claims in respect of error by reason of such proceeding or Action shall be heard and determined only in any such court and (iv) agrees not to bring any proceeding or Action arising out of or relating to this Agreement or the transactions contemplated hereby in any other courtservice. Nothing herein contained shall be deemed to affect the right of any party to serve process in any other manner permitted by Xxx law or to commence Legal Proceedings legal proceedings or otherwise proceed against any the other party in any other jurisdiction, in each case, jurisdiction to enforce judgments obtained in any proceeding or Action brought in accordance with this Section 11.14(a). Each Party (other the Company and Seller) hereto hereby consents to service of process in any proceeding or Action based upon, arising out of or related to this Agreement or the transactions contemplated hereby in any manner permitted by the laws rulings of the State of Delawareaforementioned courts. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, and further consents to service of process by nationally recognized overnight courier service guaranteeing overnight deliveryTHE PARTIES HERETO WAIVE TRIAL BY JURY IN ANY ACTION, or by registered or certified mail, return receipt requested, at its address specified pursuant to Section 11.3 and waives and covenants not to assert or plead any objection which they might otherwise have to such manner of service of process. The Company and the Seller hereby consent and agree that service of process to any of them will be delivered in person or to the agent described below, which the Company and the Seller irrevocably appoint as its agent for the purpose of accepting service of process for any action not only within the State of Delaware, but also any other jurisdictionPROCEEDING OR COUNTERCLAIM BROUGHT BY ANY PARTY(IES) AGAINST ANY OTHER PARTY(IES) ON ANY MATTER ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS AGREEMENT OR THE RELATIONSHIP OF THE PARTIES CREATED HEREUNDER.

CONSENT TO JURISDICTION AND SERVICE OF PROCESS; WAIVER OF JURY TRIAL. EACH PARTY TO THIS AGREEMENT HEREBY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE DELAWARE CHANCERY COURT SITTING IN THE COUNTY OF NEW CASTLE, OR IF SUCH COURT SHALL NOT HAVE PROPER JURISDICTION, OF THE UNITED STATES FEDERAL DISTRICT COURT SITTING IN DELAWARE, AND ANY APPELLATE COURT THEREOF, IN RESPECT OF ANY ACTION, SUIT OR PROCEEDING ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, AND AGREES THAT ANY SUCH ACTION, SUIT OR PROCEEDING SHALL BE BROUGHT ONLY IN SUCH COURTS (a) AND WAIVES AND AGREES NOT TO ASSERT ANY OBJECTION BASED ON FORUM NON CONVENIENS OR ANY OTHER OBJECTION TO VENUE THEREIN OR JURISDICTION THEREOF); PROVIDED, HOWEVER, THAT SUCH CONSENT TO JURISDICTION IS SOLELY FOR THE PURPOSE REFERRED TO IN THIS SECTION 4.9 AND SHALL NOT BE DEEMED TO BE A GENERAL SUBMISSION TO THE JURISDICTION OF SAID COURTS OR IN THE STATE OF DELAWARE OTHER THAN FOR SUCH PURPOSE. Any and all process may be served in any action, suit or proceeding or Action based upon, arising out of or related to in connection with this Agreement or by complying with the transactions contemplated hereby must be brought provisions of Section 4.4. Such service of process shall have the same effect as if the party being served were a resident in the Court of Chancery of the State of Delaware (or, only to the extent and had been lawfully served with such court does not have subject matter process in such jurisdiction, the Superior Court of the State of Delaware or, if it has or can acquire jurisdiction, in the United States District Court for the District of Delaware), and each of the . The parties irrevocably and unconditionally (i) consents and submits to the exclusive jurisdiction of each such court in any such proceeding or Action, (ii) waives any objection it may now or hereafter have to personal jurisdiction, venue or to convenience of forum, (iii) agrees that hereby waive all claims in respect of error by reason of such proceeding or Action shall be heard and determined only in any such court and (iv) agrees not to bring any proceeding or Action arising out of or relating to this Agreement or the transactions contemplated hereby in any other courtservice. Nothing herein contained shall be deemed to affect the right of any party to serve process in any other manner permitted by Xxx law or to commence Legal Proceedings legal proceedings or otherwise proceed against any the other party in any other jurisdiction, in each case, jurisdiction to enforce judgments obtained in any proceeding or Action brought in accordance with this Section 11.14(a). Each Party (other the Company and Seller) hereto hereby consents to service of process in any proceeding or Action based upon, arising out of or related to this Agreement or the transactions contemplated hereby in any manner permitted by the laws rulings of the State of Delawareaforementioned courts. EACH PARTY TO THIS AGREEMENT HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, and further consents to service of process by nationally recognized overnight courier service guaranteeing overnight deliveryUNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH OF THE PARTIES HERETO (A) CERTIFIES THAT NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, or by registered or certified mailEXPRESSLY OR OTHERWISE, return receipt requestedTHAT SUCH OTHER PARTY WOULD NOT, at its address specified pursuant to Section 11.3 and waives and covenants not to assert or plead any objection which they might otherwise have to such manner of service of process. The Company and the Seller hereby consent and agree that service of process to any of them will be delivered in person or to the agent described belowIN THE EVENT OF LITIGATION, which the Company and the Seller irrevocably appoint as its agent for the purpose of accepting service of process for any action not only within the State of DelawareSEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY, but also any other jurisdictionAS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 4.9.

CONSENT TO JURISDICTION AND SERVICE OF PROCESS; WAIVER OF JURY TRIAL. (a) Any The Company agrees that any legal suit, action or proceeding brought by any party to enforce any rights under or Action based upon, arising out of or related with respect to this Agreement Indenture or the transactions contemplated hereby must Senior Notes may be brought instituted in the Court of Chancery of the State of Delaware (or, only any state or federal court in New York City and waives to the fullest extent such court does not have subject matter jurisdiction, the Superior Court of the State of Delaware or, if it has or can acquire jurisdiction, in the United States District Court for the District of Delaware), and each of the parties irrevocably and unconditionally (i) consents and submits to the exclusive jurisdiction of each such court in any such proceeding or Action, (ii) waives permitted by law any objection which it may now or hereafter have to personal jurisdictionthe laying of venue of any such suit, venue action or proceeding and irrevocably submits to convenience the non-exclusive jurisdiction of forumany such court in any such suit, action or proceeding. The Company hereby irrevocably designates and appoints each of Sea Containers America Inc. (iii“SCA”) agrees that and Corporation Service Company (“CSC”) as the Company’s authorized agents to receive and forward on its behalf service of any and all claims process which may be served in respect of any such suit, action or proceeding or Action shall be heard and determined only in any such court and agrees that service of process upon either or both SCA or any successor (ivprovided, however, that such service upon SCA or any successor shall only be required by this Section 115 so long as SCA or such successor maintains an office at the address set forth herein or at another address in New York City which the Company has designated by written notice to the Trustee) agrees not at its office at 0000 Xxxxxx xx xxx Xxxxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, and CSC or any successor at its office at 00 Xxxxx Xxxxxx, Xxxxxx, Xxx Xxxx 00000-0000 (or such other address in the State of New York as the Company may designate by written notice to bring any proceeding the Trustee) and written notice of such service to the Company marked or Action arising out of delivered to either or relating both SCA (subject to this Agreement or the transactions contemplated hereby in any other court. Nothing foregoing proviso) and CSC at their addresses set forth herein contained shall be deemed in every respect effective service of process upon the Company in any such suit, action or proceeding and shall be taken and held to be valid personal service upon the Company. Nothing in this Section 115 shall affect the right of any party hereto to serve process in any manner permitted by Xxx law or limit the right of any party hereto to commence Legal Proceedings or otherwise proceed bring proceedings against any other party in any other jurisdiction, in each case, to enforce judgments obtained in any proceeding or Action brought in accordance with this Section 11.14(a). Each Party (other the Company and Seller) hereto hereby consents to service in the courts of process in any proceeding jurisdiction or Action based upon, arising out of or related to this Agreement or the transactions contemplated hereby in any manner permitted by the laws of the State of Delaware, and further consents to service of process by nationally recognized overnight courier service guaranteeing overnight delivery, or by registered or certified mail, return receipt requested, at its address specified pursuant to Section 11.3 and waives and covenants not to assert or plead any objection which they might otherwise have to such manner of service of processjurisdictions. The Company further agrees to take any and all action, including the execution and filing of any and all such documents and instruments as may be necessary to continue such designation and appointment of SCA and CSC in full force and effect so long as this Indenture or any of the Senior Notes shall be outstanding. To the extent that the Company has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, executor or otherwise) with respect to itself or its property, the Company hereby irrevocably waives such immunity in respect of its obligations under this Indenture and the Seller hereby consent and agree that service of process to any of them will be delivered in person or Senior Notes, to the agent described belowextent permitted by law. EACH OF THE COMPANY AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, which the Company and the Seller irrevocably appoint as its agent for the purpose of accepting service of process for any action not only within the State of DelawareTO THE FULLEST EXTENT PERIMITTED BY APPLICABLE LAW, but also any other jurisdictionANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE SENIOR NOTES OR THE TRANSACTIONS CONTEMPLATED HEREBY.

CONSENT TO JURISDICTION AND SERVICE OF PROCESS; WAIVER OF JURY TRIAL. EACH PARTY TO THIS AGREEMENT HEREBY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE DELAWARE CHANCERY COURT SITTING IN THE COUNTY OF NEW CASTLE, OR IF SUCH COURT SHALL NOT HAVE PROPER JURISDICTION, OF THE UNITED STATES FEDERAL DISTRICT COURT SITTING IN DELAWARE, AND ANY APPELLATE COURT THEREOF, IN RESPECT OF ANY ACTION, SUIT OR PROCEEDING ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, AND AGREES THAT ANY SUCH ACTION, SUIT OR PROCEEDING SHALL BE BROUGHT ONLY IN SUCH COURTS (a) AND WAIVES AND AGREES NOT TO ASSERT ANY OBJECTION BASED ON FORUM NON CONVENIENS OR ANY OTHER OBJECTION TO VENUE THEREIN OR JURISDICTION THEREOF); PROVIDED, HOWEVER, THAT SUCH CONSENT TO JURISDICTION IS SOLELY FOR THE PURPOSE REFERRED TO IN THIS SECTION 8.09 AND SHALL NOT BE DEEMED TO BE A GENERAL SUBMISSION TO THE JURISDICTION OF SAID COURTS OR IN THE STATE OF DELAWARE OTHER THAN FOR SUCH PURPOSE. Any and all process may be served in any action, suit or proceeding or Action based upon, arising out of or related to in connection with this Agreement or by complying with the transactions contemplated hereby must be brought provisions of Section 8.02. Such service of process shall have the same effect as if the party being served were a resident in the Court of Chancery of the State of Delaware (or, only to the extent and had been lawfully served with such court does not have subject matter process in such jurisdiction, the Superior Court of the State of Delaware or, if it has or can acquire jurisdiction, in the United States District Court for the District of Delaware), and each of the . The parties irrevocably and unconditionally (i) consents and submits to the exclusive jurisdiction of each such court in any such proceeding or Action, (ii) waives any objection it may now or hereafter have to personal jurisdiction, venue or to convenience of forum, (iii) agrees that hereby waive all claims in respect of error by reason of such proceeding or Action shall be heard and determined only in any such court and (iv) agrees not to bring any proceeding or Action arising out of or relating to this Agreement or the transactions contemplated hereby in any other courtservice. Nothing herein contained shall be deemed to affect the right of any party to serve process in any other manner permitted by Xxx law or to commence Legal Proceedings legal proceedings or otherwise proceed against any the other party in any other jurisdiction, in each case, jurisdiction to enforce judgments obtained in any proceeding or Action brought in accordance with this Section 11.14(a). Each Party (other the Company and Seller) hereto hereby consents to service of process in any proceeding or Action based upon, arising out of or related to this Agreement or the transactions contemplated hereby in any manner permitted by the laws rulings of the State of Delawareaforementioned courts. EACH PARTY TO THIS AGREEMENT HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, and further consents to service of process by nationally recognized overnight courier service guaranteeing overnight deliveryUNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH OF THE PARTIES HERETO (A) CERTIFIES THAT NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, or by registered or certified mailEXPRESSLY OR OTHERWISE, return receipt requestedTHAT SUCH OTHER PARTY WOULD NOT, at its address specified pursuant to Section 11.3 and waives and covenants not to assert or plead any objection which they might otherwise have to such manner of service of process. The Company and the Seller hereby consent and agree that service of process to any of them will be delivered in person or to the agent described belowIN THE EVENT OF LITIGATION, which the Company and the Seller irrevocably appoint as its agent for the purpose of accepting service of process for any action not only within the State of DelawareSEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY, but also any other jurisdictionAS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 8.09.

CONSENT TO JURISDICTION AND SERVICE OF PROCESS; WAIVER OF JURY TRIAL. (a) Any proceeding or Action based upon, arising out of or related to this Agreement or the transactions contemplated hereby must be brought in the Court of Chancery of the State of Delaware (or, only to the extent such court does not have subject matter jurisdiction, the Superior Court of the State of Delaware or, if it has or can acquire jurisdiction, in the United States District Court for the District of Delaware), and each of the parties irrevocably and unconditionally (i) consents and submits to the exclusive jurisdiction of each such court in any such proceeding or Action, (ii) waives any objection it may now or hereafter have to personal jurisdiction, venue or to convenience of forum, (iii) agrees that all claims in respect of such proceeding or Action shall be heard and determined only in any such court and (iv) agrees not to bring any proceeding or Action All judicial proceedings arising out of or relating to this Agreement Agreement, any Note or the transactions contemplated hereby other Loan Document or any Obligation may be brought only in any state or Federal court of competent jurisdiction in the State of California and by execution and delivery of this Agreement, Borrower accepts for itself and in connection with its properties, generally and unconditionally, the nonexclusive jurisdiction of the aforesaid courts and waives any defense of forum non conveniens, and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Agreement, such Note, such other Loan Document or such Obligation; provided, however, Lender in its sole discretion shall have the right to commence proceedings with respect to any Collateral Document (and the Note governed by the laws of such state) in the state where the Facility secured by such Collateral Document is located. ALL PARTIES TO THIS AGREEMENT IRREVOCABLY WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY JUDICIAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY NOTE OR ANY OBLIGATION. Borrower designates and appoints Xxxxxx Xxxxxx on the date hereof, with offices at Meridian Point Properties, 00 Xxxxxxxxxx Xxxxxx, Xxxxx 0000, Xxx Xxxxxxxxx, XX 00000, and such other Persons as may hereafter be selected by Borrower irrevocably agreeing in writing to so serve, as its agent to receive on its behalf service of all process in any such proceedings in any such court, such service being hereby acknowledged by Borrower to be effective and binding service in every respect. A copy of any such process so served shall be mailed by registered mail to Borrower at its address provided in the applicable signature page hereto, except that unless otherwise provided by applicable law, any failure to mail such copy shall not affect the validity of service of process. If any agent appointed by Borrower refuses to accept service, Borrower hereby agrees that service upon it by mail shall constitute sufficient notice. Nothing herein contained shall be deemed to affect the right of any party to serve process in any other manner permitted by Xxx law or shall limit the right of Lender to commence Legal Proceedings or otherwise proceed bring proceedings against any other party Borrower in any other jurisdiction, in each case, to enforce judgments obtained in any proceeding or Action brought in accordance with this Section 11.14(a). Each Party (other the Company and Seller) hereto hereby consents to service courts of process in any proceeding or Action based upon, arising out of or related to this Agreement or the transactions contemplated hereby in any manner permitted by the laws of the State of Delaware, and further consents to service of process by nationally recognized overnight courier service guaranteeing overnight delivery, or by registered or certified mail, return receipt requested, at its address specified pursuant to Section 11.3 and waives and covenants not to assert or plead any objection which they might otherwise have to such manner of service of process. The Company and the Seller hereby consent and agree that service of process to any of them will be delivered in person or to the agent described below, which the Company and the Seller irrevocably appoint as its agent for the purpose of accepting service of process for any action not only within the State of Delaware, but also any other jurisdiction.

CONSENT TO JURISDICTION AND SERVICE OF PROCESS; WAIVER OF JURY TRIAL. (a) Any proceeding or Action based uponALL JUDICIAL PROCEEDINGS BROUGHT AGAINST ANY OF THE PARTIES HERETO ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OBLIGATION MAY BE BROUGHT IN ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION SITTING IN DALLAS, arising out TEXAS AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT EACH OF THE PARTIES HERETO ACCEPTS FOR ITSELF AND IN CONNECTION WITH ITS PROPERTIES, GENERALLY AND UNCONDITIONALLY, THE NONEXCLUSIVE JURISDICTION OF THE AFORESAID COURTS AND WAIVES ANY DEFENSE OF FORUM NON CONVENIENS, AND IRREVOCABLY AGREES TO BE BOUND BY ANY JUDGMENT RENDERED THEREBY IN CONNECTION WITH THIS AGREEMENT OR SUCH OBLIGATION; PROVIDED THAT SUCH PARTIES RETAIN ANY RIGHTS TO APPEAL SUCH JUDGMENT. ALL PARTIES TO THIS AGREEMENT IRREVOCABLY WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY JUDICIAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OBLIGATION. Each of or related to this Agreement or the transactions contemplated hereby must be brought in the Court of Chancery of the State of Delaware (orHolding and Company designates and appoints Nu-kote International, only to the extent such court does not have subject matter jurisdictionInc. with offices at 00000 Xxxxxxx Xxxx, the Superior Court of the State of Delaware orXxxxx 000, if it has or can acquire jurisdictionXxxxxx, in the United States District Court for the District of Delaware)Xxxxx 00000, and each such other Persons as may hereafter be selected by Holding and Company irrevocably agreeing in writing to so serve, as its agent to receive on its behalf service of the parties irrevocably and unconditionally (i) consents and submits to the exclusive jurisdiction of each such court all process in any such proceeding or Action, (ii) waives any objection it may now or hereafter have to personal jurisdiction, venue or to convenience of forum, (iii) agrees that all claims in respect of such proceeding or Action shall be heard and determined only proceedings in any such court court, such service being hereby acknowledged by Holding and (iv) agrees Company to be effective and binding service in every respect. A copy of any such process so served shall be mailed by registered mail to Holding and Company at its address provided in the applicable signature page hereto, except that unless otherwise provided by applicable law, any failure to mail such copy shall not affect the validity of service of process. If any agent appointed by Holding and Company refuses to bring any proceeding or Action arising out of or relating to this Agreement or the transactions contemplated accept service, Holding and Company hereby in any other courtagree that service upon it by registered mail shall constitute sufficient notice. Nothing herein contained shall be deemed to affect the right of any party to serve process in any other manner permitted by Xxx law or shall limit the right of Agent, Collateral Agent or any Lender to commence Legal Proceedings or otherwise proceed bring proceedings against any other party Holding and each of its Subsidiaries in any other jurisdiction, in each case, to enforce judgments obtained in any proceeding or Action brought in accordance with this Section 11.14(a). Each Party (other the Company and Seller) hereto hereby consents to service courts of process in any proceeding or Action based upon, arising out of or related to this Agreement or the transactions contemplated hereby in any manner permitted by the laws of the State of Delaware, and further consents to service of process by nationally recognized overnight courier service guaranteeing overnight delivery, or by registered or certified mail, return receipt requested, at its address specified pursuant to Section 11.3 and waives and covenants not to assert or plead any objection which they might otherwise have to such manner of service of process. The Company and the Seller hereby consent and agree that service of process to any of them will be delivered in person or to the agent described below, which the Company and the Seller irrevocably appoint as its agent for the purpose of accepting service of process for any action not only within the State of Delaware, but also any other jurisdiction.

CONSENT TO JURISDICTION AND SERVICE OF PROCESS; WAIVER OF JURY TRIAL. (a) Any proceeding All judicial proceedings brought against the Borrower or Action based upon, arising out of or related the Lender with respect to this Agreement or the transactions contemplated hereby must any Related Document may be brought in the Court any state or federal court of Chancery of competent jurisdiction in the State of Delaware (orNew York and, only to the extent such court does not have subject matter jurisdictionby its execution and delivery of this Agreement, the Superior Court of the State of Delaware orBorrower accepts, if it has or can acquire jurisdictionfor itself and in connection with its properties, in the United States District Court for the District of Delaware)generally and unconditionally, and each of the parties irrevocably and unconditionally (i) consents and submits to the exclusive jurisdiction of each such court the aforesaid courts, and irrevocably agrees to be bound by any final judgment rendered thereby in connection with this Agreement or any of the Related Documents from which no appeal has been taken or is available. The Borrower irrevocably consents to the service of process of any of the aforementioned courts in any such action or proceeding or Action, (ii) waives any objection it may now or hereafter have to personal jurisdiction, venue or to convenience of forum, (iii) agrees that all claims in respect of such proceeding or Action shall be heard and determined only in any such court and (iv) agrees not to bring any proceeding or Action arising out of or relating to this Agreement or the transactions contemplated hereby in any other court. Nothing herein contained shall be deemed to affect the right of any party to serve process in any manner permitted by Xxx or to commence Legal Proceedings or otherwise proceed against any other party in any other jurisdiction, in each case, to enforce judgments obtained in any proceeding or Action brought in accordance with this Section 11.14(a). Each Party (other the Company and Seller) hereto hereby consents to service of process in any proceeding or Action based upon, arising out of or related to this Agreement or the transactions contemplated hereby in any manner permitted by the laws mailing of the State of Delaware, and further consents to service of process by nationally recognized overnight courier service guaranteeing overnight delivery, or copies thereof by registered or certified mail, return receipt requestedpostage prepaid, at to its notice address specified pursuant in Section 9.01 hereof, such service to Section 11.3 and waives and covenants not become effective five (5) days after such mailing. EACH OF THE BORROWER AND THE LENDER HEREBY KNOWINGLY, INTENTIONALLY AND IRREVOCABLY WAIVE (a) TRIAL BY JURY IN ANY ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY RELATED DOCUMENT, AND (b) ANY OBJECTION (INCLUDING, WITHOUT LIMITATION, ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS) WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY SUCH ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY RELATED DOCUMENT IN ANY JURISDICTION SET FORTH ABOVE. Nothing herein shall affect the right of the Lender to assert or plead any objection which they might otherwise have to such manner of service of process. The Company and the Seller hereby consent and agree that service of serve process to any of them will be delivered in person or to the agent described below, which the Company and the Seller irrevocably appoint as its agent for the purpose of accepting service of process for any action not only within the State of Delaware, but also any other jurisdictionmanner permitted by law.

CONSENT TO JURISDICTION AND SERVICE OF PROCESS; WAIVER OF JURY TRIAL. (a) Any proceeding or Action based upon, arising out of or related to this Agreement or the transactions contemplated hereby must be brought in the Court of Chancery of the State of Delaware (or, only to the extent such court does not have subject matter jurisdiction, the Superior Court of the State of Delaware or, if it has or can acquire jurisdiction, in the United States District Court for the District of Delaware), and each of the parties hereto irrevocably and unconditionally (i) consents and submits to the exclusive jurisdiction of each such court in any such proceeding or Action, (ii) waives any objection it may now or hereafter have to personal jurisdiction, venue or to convenience of forum, (iii) agrees that all claims in respect of such proceeding or Action shall be heard and determined only in any such court and (iv) agrees not to bring any proceeding or Action arising out of or relating to this Agreement or the transactions contemplated hereby in any other court. Nothing herein contained shall be deemed to affect the right of any party to serve process in any manner permitted by Xxx or to commence Legal Proceedings or otherwise proceed against any other party in any other jurisdiction, in each case, to enforce judgments obtained in any proceeding or Action brought in accordance with this Section 11.14(a)3.3. Each Party (other the Company and Seller) hereto hereby consents to service Service of process in with respect to any such proceeding or Action based upon, arising out of or related to this Agreement or the transactions contemplated hereby in may be made upon any manner permitted party hereto by the laws of the State of Delaware, and further consents to service of process by nationally recognized overnight courier service guaranteeing overnight delivery, or mailing a copy thereof by registered or certified mail, return receipt requestedpostage prepaid, to such party at its address specified pursuant to as provided in Section 11.3 and waives and covenants not to assert or plead any objection which they might otherwise have to such manner of service of process. The Company and the Seller hereby consent and agree that service of process to any of them will be delivered in person or to the agent described below, which the Company and the Seller irrevocably appoint as its agent for the purpose of accepting service of process for any action not only within the State of Delaware, but also any other jurisdiction3.8.

CONSENT TO JURISDICTION AND SERVICE OF PROCESS; WAIVER OF JURY TRIAL. (a) Any proceeding or Action based upon, arising out of or related All judicial proceedings brought against the Pledgor with respect to this Agreement or the transactions contemplated hereby must shall be brought and maintained exclusively in the Court any State or Federal court of Chancery of competent jurisdiction in the State of Delaware (orIllinois, only to the extent such court does not have subject matter jurisdictionand by execution and delivery of this Agreement, the Superior Court Pledgor accepts, for itself and in connection with its properties, generally and unconditionally, the nonexclusive jurisdiction of the State of Delaware or, if it has or can acquire jurisdiction, in the United States District Court for the District of Delaware)aforesaid courts, and each irrevocably agrees to be bound by any final judgment rendered thereby in connection with this Agreement from which no appeal has been taken or is available. The Pledgor irrevocably designates and appoints CCC Information Services Inc., as its agent for service of the parties irrevocably and unconditionally (i) consents and submits to the exclusive jurisdiction of each such court all process in any such proceeding or Action, (ii) waives any objection it may now or hereafter have to personal jurisdiction, venue or to convenience of forum, (iii) agrees that all claims in respect of such proceeding or Action shall be heard and determined only in any such court court, such service being hereby acknowledged by such person to be effective and (iv) agrees not to bring any proceeding or Action arising out of or relating to this Agreement or the transactions contemplated hereby binding service in any other courtevery respect. Nothing herein contained shall be deemed to affect the right of any party to serve process in any manner permitted by Xxx or to commence Legal Proceedings or otherwise proceed against any other party in any other jurisdiction, in each case, to enforce judgments obtained in any proceeding or Action brought in accordance with this Section 11.14(a). Each Party (other the Company and Seller) hereto hereby The Pledgor irrevocably consents to the service of process of any of the aforementioned courts in any such action or proceeding or Action based upon, arising out of or related to this Agreement or the transactions contemplated hereby in any manner permitted by the laws mailing of the State of Delaware, and further consents to service of process by nationally recognized overnight courier service guaranteeing overnight delivery, or copies thereof by registered or certified mail, return receipt requestedpostage prepaid, at to its notice address specified pursuant on the signature pages hereof, such service to Section 11.3 and waives and covenants not become effective four (4) days after such mailing. EACH OF THE PLEDGOR, AGENT AND BY ITS ACCEPTANCE OF THE BENEFITS HEREOF, EACH LENDER IRREVOCABLY WAIVES (A) TRIAL BY JURY IN ANY ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT (AND THE AGENT HEREBY WAIVES ANY SUCH TRIAL BY JURY), AND (B) ANY OBJECTION (INCLUDING, WITHOUT LIMITATION, ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENCES) WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY SUCH ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT IN ANY JURISDICTION SET FORTH ABOVE. Nothing herein shall affect the right to assert serve process in any other manner permitted by law or plead shall limit the right of any objection which they might otherwise have Lender to such manner bring proceedings against the Pledgor in the courts of service of process. The Company and the Seller hereby consent and agree that service of process to any of them will be delivered in person or to the agent described below, which the Company and the Seller irrevocably appoint as its agent for the purpose of accepting service of process for any action not only within the State of Delaware, but also any other jurisdiction.

CONSENT TO JURISDICTION AND SERVICE OF PROCESS; WAIVER OF JURY TRIAL. EACH PARTY TO THIS AGREEMENT HEREBY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK SITTING IN THE BOROUGH OF MANHATTAN OR, IF SUCH COURTS SHALL NOT HAVE PROPER JURISDICTION, OF THE UNITED STATES FEDERAL DISTRICT COURT SITTING IN THE BOROUGH OF MANHATTAN, AND ANY APPELLATE COURT THEREOF, IN RESPECT OF ANY ACTION, SUIT OR PROCEEDING ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, AND AGREES THAT ANY SUCH ACTION, SUIT OR PROCEEDING SHALL BE BROUGHT ONLY IN SUCH COURTS (a) AND WAIVES AND AGREES NOT TO ASSERT ANY OBJECTION BASED ON FORUM NON CONVENIENS OR ANY OTHER OBJECTION TO VENUE THEREIN OR JURISDICTION THEREOF); PROVIDED, HOWEVER, THAT SUCH CONSENT TO JURISDICTION IS SOLELY FOR THE PURPOSE REFERRED TO IN THIS SECTION 8.09 AND SHALL NOT BE DEEMED TO BE A GENERAL SUBMISSION TO THE JURISDICTION OF SAID COURTS OR IN THE STATE OF NEW YORK OTHER THAN FOR SUCH PURPOSE. Any and all process may be served in any action, suit or proceeding or Action based upon, arising out of or related to in connection with this Agreement or by complying with the transactions contemplated hereby must be brought provisions of Section 8.02. Such service of process shall have the same effect as if the party being served were a resident in the Court of Chancery of the State of Delaware (or, only to the extent New York and had been lawfully served with such court does not have subject matter process in such jurisdiction, the Superior Court of the State of Delaware or, if it has or can acquire jurisdiction, in the United States District Court for the District of Delaware), and each of the . The parties irrevocably and unconditionally (i) consents and submits to the exclusive jurisdiction of each such court in any such proceeding or Action, (ii) waives any objection it may now or hereafter have to personal jurisdiction, venue or to convenience of forum, (iii) agrees that hereby waive all claims in respect of error by reason of such proceeding or Action shall be heard and determined only in any such court and (iv) agrees not to bring any proceeding or Action arising out of or relating to this Agreement or the transactions contemplated hereby in any other courtservice. Nothing herein contained shall be deemed to affect the right of any party to serve process in any other manner permitted by Xxx law or to commence Legal Proceedings legal proceedings or otherwise proceed against any the other party in any other jurisdiction, in each case, jurisdiction to enforce judgments obtained in any proceeding or Action brought in accordance with this Section 11.14(a). Each Party (other the Company and Seller) hereto hereby consents to service of process in any proceeding or Action based upon, arising out of or related to this Agreement or the transactions contemplated hereby in any manner permitted by the laws rulings of the State of Delawareaforementioned courts. EACH PARTY TO THIS AGREEMENT HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, and further consents to service of process by nationally recognized overnight courier service guaranteeing overnight deliveryUNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH OF THE PARTIES HERETO (A) CERTIFIES THAT NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, or by registered or certified mailEXPRESSLY OR OTHERWISE, return receipt requestedTHAT SUCH OTHER PARTY WOULD NOT, at its address specified pursuant to Section 11.3 and waives and covenants not to assert or plead any objection which they might otherwise have to such manner of service of process. The Company and the Seller hereby consent and agree that service of process to any of them will be delivered in person or to the agent described belowIN THE EVENT OF LITIGATION, which the Company and the Seller irrevocably appoint as its agent for the purpose of accepting service of process for any action not only within the State of DelawareSEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY, but also any other jurisdictionAS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 8.10.

CONSENT TO JURISDICTION AND SERVICE OF PROCESS; WAIVER OF JURY TRIAL. EACH PARTY TO THIS AGREEMENT HEREBY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK SITTING IN THE BOROUGH OF MANHATTAN OR, IF SUCH COURTS SHALL NOT HAVE PROPER JURISDICTION, OF THE UNITED STATES FEDERAL DISTRICT COURT SITTING IN THE BOROUGH OF MANHATTAN, AND ANY APPELLATE COURT THEREOF, IN RESPECT OF ANY ACTION, SUIT OR PROCEEDING ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, AND AGREES THAT ANY SUCH ACTION, SUIT OR PROCEEDING SHALL BE BROUGHT ONLY IN SUCH COURTS (a) AND WAIVES AND AGREES NOT TO ASSERT ANY OBJECTION BASED ON FORUM NON CONVENIENS OR ANY OTHER OBJECTION TO VENUE THEREIN OR JURISDICTION THEREOF); PROVIDED, HOWEVER, THAT SUCH CONSENT TO JURISDICTION IS SOLELY FOR THE PURPOSE REFERRED TO IN THIS SECTION 8.6 AND SHALL NOT BE DEEMED TO BE A GENERAL SUBMISSION TO THE JURISDICTION OF SAID COURTS OR IN THE STATE OF NEW YORK OTHER THAN FOR SUCH PURPOSE. Any and all process may be served in any action, suit or proceeding or Action based upon, arising out of or related to in connection with this Agreement or by complying with the transactions contemplated hereby must be brought provisions of Section 8.4. Such service of process shall have the same effect as if the party being served were a resident in the Court of Chancery of the State of Delaware (or, only to the extent New York and had been lawfully served with such court does not have subject matter process in such jurisdiction, the Superior Court of the State of Delaware or, if it has or can acquire jurisdiction, in the United States District Court for the District of Delaware), and each of the . The parties irrevocably and unconditionally (i) consents and submits to the exclusive jurisdiction of each such court in any such proceeding or Action, (ii) waives any objection it may now or hereafter have to personal jurisdiction, venue or to convenience of forum, (iii) agrees that hereby waive all claims in respect of error by reason of such proceeding or Action shall be heard and determined only in any such court and (iv) agrees not to bring any proceeding or Action arising out of or relating to this Agreement or the transactions contemplated hereby in any other courtservice. Nothing herein contained shall be deemed to affect the right of any party to serve process in any other manner permitted by Xxx Law or to commence Legal Proceedings legal proceedings or otherwise proceed against any the other party in any other jurisdiction, in each case, jurisdiction to enforce judgments obtained in any proceeding or Action brought in accordance with this Section 11.14(a). Each Party (other the Company and Seller) hereto hereby consents to service of process in any proceeding or Action based upon, arising out of or related to this Agreement or the transactions contemplated hereby in any manner permitted by the laws rulings of the State of Delawareaforementioned courts. EACH PARTY TO THIS AGREEMENT HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, and further consents to service of process by nationally recognized overnight courier service guaranteeing overnight deliveryUNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH OF THE PARTIES HERETO (A) CERTIFIES THAT NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, or by registered or certified mailEXPRESSLY OR OTHERWISE, return receipt requestedTHAT SUCH OTHER PARTY WOULD NOT, at its address specified pursuant to Section 11.3 and waives and covenants not to assert or plead any objection which they might otherwise have to such manner of service of process. The Company and the Seller hereby consent and agree that service of process to any of them will be delivered in person or to the agent described belowIN THE EVENT OF LITIGATION, which the Company and the Seller irrevocably appoint as its agent for the purpose of accepting service of process for any action not only within the State of DelawareSEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY, but also any other jurisdictionAS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 8.6.

CONSENT TO JURISDICTION AND SERVICE OF PROCESS; WAIVER OF JURY TRIAL. (a) Any proceeding or Action based upon, arising out of or related Each party hereby consents to this Agreement or the transactions contemplated hereby must be brought in the Court of Chancery personal jurisdiction of the courts of the County and State of Delaware (orNew York located in New York, only to the extent such court does not have subject matter jurisdiction, the Superior Court New York and of the State of Delaware or, if it has or can acquire jurisdiction, in the United States District Court for the Southern District of Delaware)New York, and each of the parties irrevocably and unconditionally (i) consents and submits to the exclusive jurisdiction of each such court in any such proceeding or Action, (ii) waives any objection it as may now or hereafter have to personal competent jurisdiction, venue with respect to any dispute or to convenience of forum, (iii) controversy arising under or in connection with this Agreement and agrees that all claims in respect process issued out of such proceeding or Action shall be heard and determined only in any such court or in accordance with the rules of practice of such court may be served by mail or other form of substituted service to such party at the addresses and (iv) with copies as provided in Article X and that any actions therein may be consolidated in a single action. Each party also agrees not to bring any proceeding dispute or Action controversy arising out of under or relating to in connection with this Agreement or the transactions contemplated hereby in any other court. Each party waives any defense of inconvenient forum to the maintenance of any dispute or controversy so brought and waives any bond, surety, or other security that may be required of any other party hereto with respect such dispute or controversy. Nothing contained herein contained shall be deemed to affect the right of prevent any party to serve from effecting service of process in any manner permitted by Xxx or to commence Legal Proceedings or otherwise proceed against upon any other party in any other jurisdiction, in each case, to enforce judgments obtained in any proceeding or Action brought in accordance with this Section 11.14(a). Each Party (other the Company and Seller) hereto hereby consents to service of process in any proceeding or Action based upon, arising out of or related to this Agreement or the transactions contemplated hereby in any manner permitted by the laws of the State of Delawarelaw. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, and further consents to service of process by nationally recognized overnight courier service guaranteeing overnight deliveryAND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, or by registered or certified mailOR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (i) NO REPRESENTATIVE, return receipt requestedAGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, at its address specified pursuant to Section 11.3 and waives and covenants not to assert or plead any objection which they might otherwise have to such manner of service of process. The Company and the Seller hereby consent and agree that service of process to any of them will be delivered in person or to the agent described belowEXPRESSLY OR OTHERWISE, which the Company and the Seller irrevocably appoint as its agent for the purpose of accepting service of process for any action not only within the State of DelawareTHAT SUCH OTHER PARTY WOULD NOT, but also any other jurisdictionIN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (ii) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (iii) EACH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (iv) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 11.10.

CONSENT TO JURISDICTION AND SERVICE OF PROCESS; WAIVER OF JURY TRIAL. EACH PARTY TO THIS AGREEMENT HEREBY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE DELAWARE CHANCERY COURT SITTING IN THE COUNTY OF NEW CASTLE, OR IF SUCH COURT SHALL NOT HAVE PROPER JURISDICTION, OF THE UNITED STATES FEDERAL DISTRICT COURT SITTING IN DELAWARE, AND ANY APPELLATE COURT THEREOF, IN RESPECT OF ANY ACTION, SUIT OR PROCEEDING ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, AND AGREES THAT ANY SUCH ACTION, SUIT OR PROCEEDING SHALL BE BROUGHT ONLY IN SUCH COURTS (a) AND WAIVES AND AGREES NOT TO ASSERT ANY OBJECTION BASED ON FORUM NON CONVENIENS OR ANY OTHER OBJECTION TO VENUE THEREIN OR JURISDICTION THEREOF); PROVIDED, HOWEVER, THAT SUCH CONSENT TO JURISDICTION IS SOLELY FOR THE PURPOSE REFERRED TO IN THIS SECTION 8.9 AND SHALL NOT BE DEEMED TO BE A GENERAL SUBMISSION TO THE JURISDICTION OF SAID COURTS OR IN THE STATE OF DELAWARE OTHER THAN FOR SUCH PURPOSE. Any and all process may be served in any action, suit or proceeding or Action based upon, arising out of or related to in connection with this Agreement or by complying with the transactions contemplated hereby must be brought provisions of Section 8.2. Such service of process shall have the same effect as if the party being served were a resident in the Court of Chancery of the State of Delaware (or, only to the extent and had been lawfully served with such court does not have subject matter process in such jurisdiction, the Superior Court of the State of Delaware or, if it has or can acquire jurisdiction, in the United States District Court for the District of Delaware), and each of the . The parties irrevocably and unconditionally (i) consents and submits to the exclusive jurisdiction of each such court in any such proceeding or Action, (ii) waives any objection it may now or hereafter have to personal jurisdiction, venue or to convenience of forum, (iii) agrees that hereby waive all claims in respect of error by reason of such proceeding or Action shall be heard and determined only in any such court and (iv) agrees not to bring any proceeding or Action arising out of or relating to this Agreement or the transactions contemplated hereby in any other courtservice. Nothing herein contained shall be deemed to affect the right of any party to serve process in any other manner permitted by Xxx law or to commence Legal Proceedings legal proceedings or otherwise proceed against any the other party in any other jurisdiction, in each case, jurisdiction to enforce judgments obtained in any proceeding or Action brought in accordance with this Section 11.14(a). Each Party (other the Company and Seller) hereto hereby consents to service of process in any proceeding or Action based upon, arising out of or related to this Agreement or the transactions contemplated hereby in any manner permitted by the laws rulings of the State of Delawareaforementioned courts. EACH PARTY TO THIS AGREEMENT HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, and further consents to service of process by nationally recognized overnight courier service guaranteeing overnight deliveryUNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH OF THE PARTIES HERETO (A) CERTIFIES THAT NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, or by registered or certified mailEXPRESSLY OR OTHERWISE, return receipt requestedTHAT SUCH OTHER PARTY WOULD NOT, at its address specified pursuant to Section 11.3 and waives and covenants not to assert or plead any objection which they might otherwise have to such manner of service of process. The Company and the Seller hereby consent and agree that service of process to any of them will be delivered in person or to the agent described belowIN THE EVENT OF LITIGATION, which the Company and the Seller irrevocably appoint as its agent for the purpose of accepting service of process for any action not only within the State of DelawareSEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY, but also any other jurisdictionAS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 8.9.

CONSENT TO JURISDICTION AND SERVICE OF PROCESS; WAIVER OF JURY TRIAL. (a) Any proceeding or Action based upon, arising out of or related to this Agreement or the transactions contemplated hereby must be brought in the Court of Chancery of the State of Delaware (or, only to the extent such court does not have subject matter jurisdiction, the Superior Court of the State of Delaware or, if it has or can acquire jurisdiction, in the United States District Court for the District of Delaware), and each of the parties hereto irrevocably and unconditionally (i) consents and submits to the exclusive jurisdiction of each such court in any such proceeding or Action, (ii) waives any objection it may now or hereafter have to personal jurisdiction, venue or to convenience of forum, (iii) agrees that all claims in respect of such proceeding or Action shall be heard and determined only in any such court and (iv) agrees not to bring any proceeding or Action arising out of or relating to this Agreement or the transactions contemplated hereby in any other court. Nothing herein contained shall be deemed to affect the right of any party to serve process in any manner permitted by Xxx Law or to commence Legal Proceedings or otherwise proceed against any other party in any other jurisdiction, in each case, to enforce judgments obtained in any proceeding or Action brought in accordance with this Section 11.14(a)3.3. Each Party (other the Company and Seller) hereto hereby consents to service Service of process in with respect to any such proceeding or Action based upon, arising out of or related to this Agreement or the transactions contemplated hereby in may be made upon any manner permitted party hereto by the laws of the State of Delaware, and further consents to service of process by nationally recognized overnight courier service guaranteeing overnight delivery, or mailing a copy thereof by registered or certified mail, return receipt requestedpostage prepaid, to such party at its address specified pursuant to as provided in Section 11.3 and waives and covenants not to assert or plead any objection which they might otherwise have to such manner of service of process. The Company and the Seller hereby consent and agree that service of process to any of them will be delivered in person or to the agent described below, which the Company and the Seller irrevocably appoint as its agent for the purpose of accepting service of process for any action not only within the State of Delaware, but also any other jurisdiction3.8.

CONSENT TO JURISDICTION AND SERVICE OF PROCESS; WAIVER OF JURY TRIAL. EACH PARTY TO THIS AGREEMENT HEREBY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE DELAWARE CHANCERY COURT SITTING IN THE COUNTY OF NEW CASTLE, OR IF SUCH COURT SHALL NOT HAVE PROPER JURISDICTION, OF THE UNITED STATES FEDERAL DISTRICT COURT SITTING IN DELAWARE, AND ANY APPELLATE COURT THEREOF, IN RESPECT OF ANY ACTION, SUIT OR PROCEEDING ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, AND AGREES THAT ANY SUCH ACTION, SUIT OR PROCEEDING SHALL BE BROUGHT ONLY IN SUCH COURTS (a) AND WAIVES AND AGREES NOT TO ASSERT ANY OBJECTION BASED ON FORUM NON CONVENIENS OR ANY OTHER OBJECTION TO VENUE THEREIN OR JURISDICTION THEREOF); PROVIDED, HOWEVER, THAT SUCH CONSENT TO JURISDICTION IS SOLELY FOR THE PURPOSE REFERRED TO IN THIS SECTION 5.10 AND SHALL NOT BE DEEMED TO BE A GENERAL SUBMISSION TO THE JURISDICTION OF SAID COURTS OR IN THE STATE OF DELAWARE OTHER THAN FOR SUCH PURPOSE. Any and all process may be served in any action, suit or proceeding or Action based upon, arising out of or related to in connection with this Agreement or by complying with the transactions contemplated hereby must be brought provisions of Section 5.3. Such service of process shall have the same effect as if the party being served were a resident in the Court of Chancery of the State of Delaware (or, only to the extent and had been lawfully served with such court does not have subject matter process in such jurisdiction, the Superior Court of the State of Delaware or, if it has or can acquire jurisdiction, in the United States District Court for the District of Delaware), and each of the . The parties irrevocably and unconditionally (i) consents and submits to the exclusive jurisdiction of each such court in any such proceeding or Action, (ii) waives any objection it may now or hereafter have to personal jurisdiction, venue or to convenience of forum, (iii) agrees that hereby waive all claims in respect of error by reason of such proceeding or Action shall be heard and determined only in any such court and (iv) agrees not to bring any proceeding or Action arising out of or relating to this Agreement or the transactions contemplated hereby in any other courtservice. Nothing herein contained shall be deemed to affect the right of any party to serve process in any other manner permitted by Xxx law or to commence Legal Proceedings legal proceedings or otherwise proceed against any the other party in any other jurisdiction, in each case, jurisdiction to enforce judgments obtained in any proceeding or Action brought in accordance with this Section 11.14(a). Each Party (other the Company and Seller) hereto hereby consents to service of process in any proceeding or Action based upon, arising out of or related to this Agreement or the transactions contemplated hereby in any manner permitted by the laws rulings of the State of Delawareaforementioned courts. EACH PARTY TO THIS AGREEMENT HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, and further consents to service of process by nationally recognized overnight courier service guaranteeing overnight deliveryUNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH OF THE PARTIES HERETO (A) CERTIFIES THAT NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, or by registered or certified mailEXPRESSLY OR OTHERWISE, return receipt requestedTHAT SUCH OTHER PARTY WOULD NOT, at its address specified pursuant to Section 11.3 and waives and covenants not to assert or plead any objection which they might otherwise have to such manner of service of process. The Company and the Seller hereby consent and agree that service of process to any of them will be delivered in person or to the agent described belowIN THE EVENT OF LITIGATION, which the Company and the Seller irrevocably appoint as its agent for the purpose of accepting service of process for any action not only within the State of DelawareSEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY, but also any other jurisdictionAS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.10.

CONSENT TO JURISDICTION AND SERVICE OF PROCESS; WAIVER OF JURY TRIAL. (a) Any proceeding or Action based upon, arising out of or related All judicial proceedings brought against the Borrower with respect to this Agreement or the transactions contemplated hereby must any other Loan Document may be brought in the Court any state or federal court of Chancery of competent jurisdiction in the State of Delaware (orIllinois, only and by execution and delivery of this Agreement, the Borrower accepts, for itself and in connection with its properties, generally and unconditionally, the nonexclusive jurisdiction of the aforesaid courts, and irrevocably agrees to be bound by any final judgment rendered thereby in connection with this Agreement or any of the other Loan Documents from which no appeal has been taken or is available. The Borrower irrevocably consents to the extent such court does not have subject matter jurisdiction, the Superior Court service of process of any of the State of Delaware or, if it has or can acquire jurisdiction, in the United States District Court for the District of Delaware), and each of the parties irrevocably and unconditionally (i) consents and submits to the exclusive jurisdiction of each such court aforementioned courts in any such action or proceeding or Action, (ii) waives any objection it may now or hereafter have to personal jurisdiction, venue or to convenience of forum, (iii) agrees that all claims in respect of such proceeding or Action shall be heard and determined only in any such court and (iv) agrees not to bring any proceeding or Action arising out of or relating to this Agreement or the transactions contemplated hereby in any other court. Nothing herein contained shall be deemed to affect the right of any party to serve process in any manner permitted by Xxx or to commence Legal Proceedings or otherwise proceed against any other party in any other jurisdiction, in each case, to enforce judgments obtained in any proceeding or Action brought in accordance with this Section 11.14(a). Each Party (other the Company and Seller) hereto hereby consents to service of process in any proceeding or Action based upon, arising out of or related to this Agreement or the transactions contemplated hereby in any manner permitted by the laws mailing of the State of Delaware, and further consents to service of process by nationally recognized overnight courier service guaranteeing overnight delivery, or copies thereof by registered or certified mail, return receipt requestedpostage prepaid, at to its notice address specified pursuant on the signature pages hereof, such service to Section 11.3 and waives and covenants not become effective ten (10) days after such mailing. EACH OF THE BORROWER, EACH ISSUING LENDER, THE AGENT, AND THE 85 LENDERS IRREVOCABLY WAIVES (A) TRIAL BY JURY IN ANY ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, AND (B) ANY OBJECTION (INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS) WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY SUCH ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT IN ANY JURISDICTION SET FORTH ABOVE. Nothing herein shall affect the right to assert serve process in any other manner permitted by law or plead shall limit the right of the Agent or any objection which they might otherwise have Lender to such manner bring proceedings against the Borrower in the courts of service of process. The Company and the Seller hereby consent and agree that service of process to any of them will be delivered in person or to the agent described below, which the Company and the Seller irrevocably appoint as its agent for the purpose of accepting service of process for any action not only within the State of Delaware, but also any other jurisdiction.

CONSENT TO JURISDICTION AND SERVICE OF PROCESS; WAIVER OF JURY TRIAL. (a) Any proceeding or Action based upon, arising out of or related to this Agreement or the transactions contemplated hereby must be brought in the Court of Chancery of the State of Delaware (or, only to the extent such court does not have subject matter jurisdiction, the Superior Court of the State of Delaware or, if it has or can acquire jurisdiction, in the United States District Court for the District of Delaware), and each of the parties irrevocably and unconditionally (i) consents and submits to the exclusive jurisdiction of each such court in any such proceeding or Action, (ii) waives any objection it may now or hereafter have to personal jurisdiction, venue or to convenience of forum, (iii) agrees that all claims in respect of such proceeding or Action shall be heard and determined only in any such court and (iv) agrees not to bring any proceeding or Action All judicial proceedings arising out of or relating to this Agreement Agreement, any Note or the transactions contemplated hereby other Loan Document or any Obligation may be brought only in any state or Federal court of competent jurisdiction in the State of Texas, and, by execution and delivery of this Agreement, each Borrower accepts for itself and in connection with its properties, generally and unconditionally, the nonexclusive jurisdiction of the aforesaid courts and waives any defense of forum non conveniens, and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Agreement, such Note, such other Loan Document or such Obligation; provided, however, that Lender in its sole discretion shall have the right to commence proceedings with respect to any Collateral Document (and the Note governed by the laws of such state) in the state where the Property secured by such Collateral Document is located. ALL PARTIES TO THIS AGREEMENT IRREVOCABLY WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY JUDICIAL PROCEEDING ARISING OUT OR RELATING TO THIS AGREEMENT, ANY NOTE OR ANY OBLIGATION. Each Borrower designates and appoints the Chief Financial Officer of AMB Property, L.P. from time to time, with offices at c/o AMB Property Corporation, Pxxx 0, Xxx 0, Xxx Xxxxxxxxx, Xxxxxxxxxx 00000, and such other Persons as may hereafter be selected by each Borrower irrevocably agreeing in writing to so serve, as its agent to receive on its behalf service of all process in any such proceedings in any such court, such service being hereby acknowledged by each Borrower to be effective and binding service in any respect. A copy of any such process so served shall be mailed by registered mail to such Borrower at its address provided in Section 8.3 above, except that unless otherwise provided by applicable law, any failure to mail such copy shall not affect the validity of service of process. If any agent appointed by any Borrower refuses to accept service, each Borrower hereby agrees that service upon it by mail shall constitute sufficient notice. Nothing herein contained shall be deemed to affect the right of any party to serve process in any other manner permitted by Xxx law or shall limit the right of Lender to commence Legal Proceedings or otherwise proceed bring proceedings against any other party Borrower in the courts of any other jurisdiction, in each case, to enforce judgments obtained in any proceeding or Action brought in accordance with this Section 11.14(a). Each Party (other the Company and Seller) hereto hereby consents to service of process in any proceeding or Action based upon, arising out of or related to this Agreement or the transactions contemplated hereby in any manner permitted by the laws of the State of Delaware, and further consents to service of process by nationally recognized overnight courier service guaranteeing overnight delivery, or by registered or certified mail, return receipt requested, at its address specified pursuant to Section 11.3 and waives and covenants not to assert or plead any objection which they might otherwise have to such manner of service of process. The Company and the Seller hereby consent and agree that service of process to any of them will be delivered in person or to the agent described below, which the Company and the Seller irrevocably appoint as its agent for the purpose of accepting service of process for any action not only within the State of Delaware, but also any other jurisdictionjurisdictions.

CONSENT TO JURISDICTION AND SERVICE OF PROCESS; WAIVER OF JURY TRIAL. EACH PARTY TO THIS AGREEMENT HEREBY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF DELAWARE OR, IF SUCH COURTS SHALL NOT HAVE PROPER JURISDICTION, OF THE UNITED STATES FEDERAL DISTRICT COURT SITTING IN DELAWARE, AND ANY APPELLATE COURT THEREOF, IN RESPECT OF ANY ACTION, SUIT OR PROCEEDING ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, AND AGREES THAT ANY SUCH ACTION, SUIT OR PROCEEDING SHALL BE BROUGHT ONLY IN SUCH COURTS (a) AND WAIVES AND AGREES NOT TO ASSERT ANY OBJECTION BASED ON FORUM NON CONVENIENS OR ANY OTHER OBJECTION TO VENUE THEREIN OR JURISDICTION THEREOF); PROVIDED, HOWEVER, THAT SUCH CONSENT TO JURISDICTION IS SOLELY FOR THE PURPOSE REFERRED TO IN THIS SECTION 11.5 AND SHALL NOT BE DEEMED TO BE A GENERAL SUBMISSION TO THE JURISDICTION OF SAID COURTS OR IN THE STATE OF DELAWARE OTHER THAN FOR SUCH PURPOSE. Any and all process may be served in any action, suit or proceeding or Action based upon, arising out of or related to in connection with this Agreement or by complying with the transactions contemplated hereby must be brought provisions of Section 11.1. Such service of process shall have the same effect as if the party being served were a resident in the Court of Chancery of the State of Delaware (or, only to the extent and had been lawfully served with such court does not have subject matter process in such jurisdiction, the Superior Court of the State of Delaware or, if it has or can acquire jurisdiction, in the United States District Court for the District of Delaware), and each of the . The parties irrevocably and unconditionally (i) consents and submits to the exclusive jurisdiction of each such court in any such proceeding or Action, (ii) waives any objection it may now or hereafter have to personal jurisdiction, venue or to convenience of forum, (iii) agrees that hereby waive all claims in respect of error by reason of such proceeding or Action shall be heard and determined only in any such court and (iv) agrees not to bring any proceeding or Action arising out of or relating to this Agreement or the transactions contemplated hereby in any other courtservice. Nothing herein contained shall be deemed to affect the right of any party to serve process in any other manner permitted by Xxx law or to commence Legal Proceedings legal proceedings or otherwise proceed against any the other party in any other jurisdiction, in each case, jurisdiction to enforce judgments obtained in or rulings of the aforementioned courts. EACH PARTY TO THIS AGREEMENT HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH OF THE PARTIES HERETO (A) CERTIFIES THAT NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY, AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 11.5. In the event of a dispute between any proceeding or Action brought in accordance of the parties hereto with this Section 11.14(a). Each Party (other respect to the Company and Seller) hereto hereby consents to service of process in any proceeding or Action based upon, arising out of or related to obligations under this Agreement or the transactions contemplated hereby Contribution and Assumption Agreement, the prevailing party in any manner permitted by the laws of the State of Delaware, and further consents to service of process by nationally recognized overnight courier service guaranteeing overnight delivery, Legal Proceeding in any court or by registered or certified mail, return receipt requested, at its address specified pursuant to Section 11.3 and waives and covenants not to assert or plead any objection which they might otherwise have to such manner of service of process. The Company and the Seller hereby consent and agree that service of process to any of them arbitration in connection therewith will be delivered in person or entitled to the agent described belowrecover from such other party its costs and expenses, which the Company including reasonable legal fees and the Seller irrevocably appoint as its agent for the purpose of accepting service of process for any action not only within the State of Delaware, but also any other jurisdictionassociated court costs.

CONSENT TO JURISDICTION AND SERVICE OF PROCESS; WAIVER OF JURY TRIAL. EACH PARTY TO THIS AGREEMENT HEREBY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE DELAWARE CHANCERY COURT SITTING IN THE COUNTY OF NEW CASTLE, OR IF SUCH COURT SHALL NOT HAVE PROPER JURISDICTION, OF THE UNITED STATES FEDERAL DISTRICT COURT SITTING IN DELAWARE, AND ANY APPELLATE COURT THEREOF, IN RESPECT OF ANY ACTION, SUIT OR PROCEEDING ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, AND AGREES THAT ANY SUCH ACTION, SUIT OR PROCEEDING SHALL BE BROUGHT ONLY IN SUCH COURTS (a) AND WAIVES AND AGREES NOT TO ASSERT ANY OBJECTION BASED ON FORUM NON CONVENIENS OR ANY OTHER OBJECTION TO VENUE THEREIN OR JURISDICTION THEREOF); PROVIDED, HOWEVER, THAT SUCH CONSENT TO JURISDICTION IS SOLELY FOR THE PURPOSE REFERRED TO IN THIS SECTION 5.9 AND SHALL NOT BE DEEMED TO BE A GENERAL SUBMISSION TO THE JURISDICTION OF SAID COURTS OR IN THE STATE OF DELAWARE OTHER THAN FOR SUCH PURPOSE. Any and all process may be served in any action, suit or proceeding or Action based upon, arising out of or related to in connection with this Agreement or by complying with the transactions contemplated hereby must be brought provisions of Section 5.2. Such service of process shall have the same effect as if the party being served were a resident in the Court of Chancery of the State of Delaware (or, only to the extent and had been lawfully served with such court does not have subject matter process in such jurisdiction, the Superior Court of the State of Delaware or, if it has or can acquire jurisdiction, in the United States District Court for the District of Delaware), and each of the . The parties irrevocably and unconditionally (i) consents and submits to the exclusive jurisdiction of each such court in any such proceeding or Action, (ii) waives any objection it may now or hereafter have to personal jurisdiction, venue or to convenience of forum, (iii) agrees that hereby waive all claims in respect of error by reason of such proceeding or Action shall be heard and determined only in any such court and (iv) agrees not to bring any proceeding or Action arising out of or relating to this Agreement or the transactions contemplated hereby in any other courtservice. Nothing herein contained shall be deemed to affect the right of any party to serve process in any other manner permitted by Xxx law or to commence Legal Proceedings legal proceedings or otherwise proceed against any the other party in any other jurisdiction, in each case, jurisdiction to enforce judgments obtained in any proceeding or Action brought in accordance with this Section 11.14(a). Each Party (other the Company and Seller) hereto hereby consents to service of process in any proceeding or Action based upon, arising out of or related to this Agreement or the transactions contemplated hereby in any manner permitted by the laws rulings of the State of Delawareaforementioned courts. EACH PARTY TO THIS AGREEMENT HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, and further consents to service of process by nationally recognized overnight courier service guaranteeing overnight deliveryUNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH OF THE PARTIES HERETO (A) CERTIFIES THAT NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, or by registered or certified mailEXPRESSLY OR OTHERWISE, return receipt requestedTHAT SUCH OTHER PARTY WOULD NOT, at its address specified pursuant to Section 11.3 and waives and covenants not to assert or plead any objection which they might otherwise have to such manner of service of process. The Company and the Seller hereby consent and agree that service of process to any of them will be delivered in person or to the agent described belowIN THE EVENT OF LITIGATION, which the Company and the Seller irrevocably appoint as its agent for the purpose of accepting service of process for any action not only within the State of DelawareSEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY, but also any other jurisdictionAS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.9.

CONSENT TO JURISDICTION AND SERVICE OF PROCESS; WAIVER OF JURY TRIAL. (a) Any proceeding or Action based upon, arising out of or related Each party to this Agreement or the transactions contemplated hereby must be brought in the Court of Chancery of the State of Delaware (or, only to the extent such court does not have subject matter jurisdiction, the Superior Court of the State of Delaware or, if it has or can acquire jurisdiction, in the United States District Court for the District of Delaware), and each of the parties irrevocably and unconditionally (i) consents and submits to the exclusive jurisdiction of each such court the state and federal courts located in the State of New York for any such proceeding actions, suits or Action, (ii) waives any objection it may now or hereafter have to personal jurisdiction, venue or to convenience of forum, (iii) agrees that all claims in respect of such proceeding or Action shall be heard and determined only in any such court and (iv) agrees not to bring any proceeding or Action proceedings arising out of or relating to this Agreement or and the transactions contemplated hereby thereby; provided, that such consent to jurisdiction is solely for the purpose referred to in any other court. Nothing herein contained this Section 4.13 and shall not be deemed to affect be a general submission to the right jurisdiction of any party to serve process said courts or in any manner permitted by Xxx or the State of New York other than for such purpose. Each of the parties hereby agrees not to commence Legal Proceedings any such action, suit or otherwise proceed against any proceeding other party in any other jurisdiction, in each case, to enforce judgments obtained in any proceeding or Action brought in accordance with this Section 11.14(a)than before one of the above-named courts. Each Party (other of the Company and Seller) hereto hereby parties further consents to the service of process in any suit, action or proceeding or Action based upon, arising out of or related to this Agreement or the transactions contemplated hereby in any manner permitted such courts by the laws mailing thereof by either of the State of Delaware, and further consents to service of process by nationally recognized overnight courier service guaranteeing overnight delivery, or parties hereto by registered or certified mail, return receipt requestedpostage prepaid, to the other party at its address specified pursuant to Section 11.3 in clause 4.14. Each party agrees that a final judgment in any such suit, action or proceeding shall be conclusive and waives and covenants not to assert may be enforced in other jurisdictions by suit on the judgment or plead in any objection which they might other manner provided by law. Nothing in this Agreement shall affect any right that any party may otherwise have to such serve legal process in any other manner of service of process. The Company and the Seller hereby consent and agree that service of process to any of them will be delivered in person permitted by law or to the agent described below, which the Company and the Seller irrevocably appoint as its agent for the purpose of accepting service of process for bring any action not only within or proceeding relating to this Agreement in the State courts of Delawareany jurisdiction. EACH PARTY TO THIS AGREEMENT HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF, but also any other jurisdictionUNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

CONSENT TO JURISDICTION AND SERVICE OF PROCESS; WAIVER OF JURY TRIAL. (a) Any proceeding All judicial proceedings brought against the Borrower or Action based upon, arising out of or related the Lender with respect to this Agreement or the transactions contemplated hereby must any Related Document may be brought in the Court any state or federal court of Chancery of competent jurisdiction in the State of Delaware (orNew York and, only to the extent such court does not have subject matter jurisdictionby its execution and delivery of this Agreement, the Superior Court of the State of Delaware orBorrower accepts, if it has or can acquire jurisdictionfor itself and in connection with its properties, in the United States District Court for the District of Delaware)generally and unconditionally, and each of the parties irrevocably and unconditionally (i) consents and submits to the exclusive jurisdiction of each such court the aforesaid courts, and irrevocably agrees to be bound by any final judgment rendered thereby in connection with this Agreement or any of the Related Documents from which no appeal has been taken or is available. The Borrower irrevocably consents to the service of process of any of the aforementioned courts in any such action or proceeding or Action, (ii) waives any objection it may now or hereafter have to personal jurisdiction, venue or to convenience of forum, (iii) agrees that all claims in respect of such proceeding or Action shall be heard and determined only in any such court and (iv) agrees not to bring any proceeding or Action arising out of or relating to this Agreement or the transactions contemplated hereby in any other court. Nothing herein contained shall be deemed to affect the right of any party to serve process in any manner permitted by Xxx or to commence Legal Proceedings or otherwise proceed against any other party in any other jurisdiction, in each case, to enforce judgments obtained in any proceeding or Action brought in accordance with this Section 11.14(a). Each Party (other the Company and Seller) hereto hereby consents to service of process in any proceeding or Action based upon, arising out of or related to this Agreement or the transactions contemplated hereby in any manner permitted by the laws mailing of the State of Delaware, and further consents to service of process by nationally recognized overnight courier service guaranteeing overnight delivery, or copies thereof by registered or certified mail, return receipt requestedpostage prepaid, at to its notice address specified pursuant in Section 9.01 hereof, such service to Section 11.3 and waives and covenants not become effective five (5) days after such mailing. EACH OF THE BORROWER AND THE LENDER HEREBY KNOWINGLY, INTENTIONALLY AND IRREVOCABLY WAIVE (A) TRIAL BY JURY IN ANY ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY RELATED DOCUMENT, AND (B) ANY OBJECTION (INCLUDING, WITHOUT LIMITATION, ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS) WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY SUCH ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY RELATED DOCUMENT IN ANY JURISDICTION SET FORTH ABOVE. Nothing herein shall affect the right of the Lender to assert or plead any objection which they might otherwise have to such manner of service of process. The Company and the Seller hereby consent and agree that service of serve process to any of them will be delivered in person or to the agent described below, which the Company and the Seller irrevocably appoint as its agent for the purpose of accepting service of process for any action not only within the State of Delaware, but also any other jurisdictionmanner permitted by law.

CONSENT TO JURISDICTION AND SERVICE OF PROCESS; WAIVER OF JURY TRIAL. (a) Any proceeding or Action based upon, arising out of or related to this Agreement or the transactions contemplated hereby must be brought in the Court of Chancery of the State of Delaware (or, only to the extent such court does not have subject matter jurisdiction, the Superior Court of the State of Delaware or, if it has or can acquire jurisdiction, in the United States District Court for the District of Delaware), and each of the parties irrevocably and unconditionally (i) consents and submits to the exclusive jurisdiction of each such court in any such proceeding or Action, (ii) waives any objection it may now or hereafter have to personal jurisdiction, venue or to convenience of forum, (iii) agrees that all claims in respect of such proceeding or Action shall be heard and determined only in any such court and (iv) agrees not to bring any proceeding or Action Claim arising out of or relating to this Agreement, the Escrow Agreement or the transactions contemplated hereby Contemplated Transactions may be instituted in any Federal court of the Southern District of New York or the Supreme Court of the State of New York, New York County, and each party agrees not to assert, by way of motion, as a defense or otherwise, in any such Claim, any claim that it is not subject personally to the jurisdiction of such court, that the Claim is brought in an inconvenient forum, that the venue of the Claim is improper or that this Agreement, the Escrow Agreement or the subject matter hereof or thereof may not be enforced in or by such court. Each party further irrevocably submits to the jurisdiction of such court in any such Claim. Each Seller hereby appoints the Sellers' Representative (the "Agent"), at the address of the Sellers' Agent set forth in Section 13.3 (or at such other courtaddress as the Sellers' Representative, or a successor Sellers' Representative, may hereafter furnish to Buyer in writing), as such Seller's authorized agent to accept and acknowledge on such Sellers' behalf service of any and all process that may be served in any such Claim. Any and all service of process and any other notice in respect of any such Claim shall be effective against any party if given personally or by registered or certified mail, return receipt requested, or by any other means of mail that requires a signed receipt, postage prepaid, mailed to the appropriate party as hereinbelow in Section 13.3 provided, or by personal service on the appropriate party with a copy of such process mailed to such party by first class mail or registered or certified mail, return receipt requested, postage prepaid. Nothing herein contained shall be deemed to affect the right of any party to serve process in any manner permitted by Xxx law or to commence Legal Proceedings legal proceedings or otherwise proceed against any other party in any other jurisdiction, in each case, to enforce judgments obtained in any proceeding or Action brought in accordance with this Section 11.14(a). Each Party (other the Company and Seller) hereto hereby consents to service of process in any proceeding or Action based upon, arising out of or related to this Agreement or the transactions contemplated hereby in any manner permitted by the laws of the State of Delaware, and further consents to service of process by nationally recognized overnight courier service guaranteeing overnight delivery, or by registered or certified mail, return receipt requested, at its address specified pursuant to Section 11.3 and waives and covenants not to assert or plead any objection which they might otherwise have to such manner of service of process. The Company and the Seller hereby consent and agree that service of process to any of them will be delivered in person or to the agent described below, which the Company and the Seller irrevocably appoint as its agent for the purpose of accepting service of process for any action not only within the State of Delaware, but also any other jurisdiction.