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

Submission to Jurisdiction; Service of Process. Each of the parties irrevocably agrees that any legal action or proceeding arising out of or relating to this Agreement brought by the Shareholder shall be brought and determined in the United States District Court in the State of Washington and any legal action or proceeding brought by the Parent shall be brought in the United States District Court for the Southern District of New York, and each of the parties hereby irrevocably submits to the exclusive jurisdiction of the aforesaid courts for itself and with respect to its property, generally and unconditionally, with regard to any such action or proceeding arising out of or relating to this Agreement and the transactions contemplated hereby. Each of the Shareholder and the Parent agrees not to commence any action, suit or proceeding relating thereto in any court other than as specified above, other than actions in any court of competent jurisdiction to enforce any judgment, decree or award rendered by such court. Each of the parties further agrees that notice as provided herein shall constitute sufficient service of process and the parties further waive any argument that such service is insufficient. Each of the parties hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby, (a) any claim that it is not personally subject to the jurisdiction of the United States District Court in the State of Washington or the United States District Court for the Southern District of New York, as applicable, for any reason, (b) that it or its property is exempt or immune from jurisdiction of any such applicable court or from any legal process commenced in such applicable court (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) that (i) the suit, action or proceeding in any such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper or (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.

Submission to Jurisdiction; Service of Process. Each of the parties irrevocably agrees that any legal action or proceeding arising out of or relating Action with respect to this Agreement or the rights or obligations arising hereunder, or for recognition and enforcement of any Judgment in respect of this Agreement or the rights or obligations arising hereunder brought by the Shareholder other party hereto or its successors or assigns, shall be brought and determined exclusively in the United States District Delaware Court in of Chancery and any state appellate court therefrom within the State of Washington and Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any legal action state or proceeding brought by federal court within the Parent State of Delaware). The parties further agree that no party to this Agreement shall be brought required to obtain, furnish or post any bond or similar instrument in the United States District Court for the Southern District of New Yorkconnection with or as a condition to obtaining any remedy referred to in this Section 4.13, and each party waives any objection to the imposition of such relief or any right it may have to require the obtaining, furnishing or posting of any such bond or similar instrument. Each of the parties hereby irrevocably submits with regard to the exclusive jurisdiction of the aforesaid courts any such Action for itself and with in respect to of its property, generally and unconditionally, with regard to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any such action or proceeding arising out of or relating to this Agreement and or any of the transactions contemplated hereby. Each of the Shareholder and the Parent agrees not to commence any action, suit or proceeding relating thereto hereby in any court other than as specified above, other than actions in any court of competent jurisdiction to enforce any judgment, decree or award rendered by such courtthe aforesaid courts. Each of the parties further agrees that notice as provided herein shall constitute sufficient service of process and the parties further waive any argument that such service is insufficient. Each of the parties hereby by this Agreement irrevocably and unconditionally waives, and agrees not to assert, by way of motion or motion, as a defense, counterclaim or otherwise, in any action or proceeding arising out of or relating Action with respect to this Agreement or the transactions contemplated herebyAgreement, (a) any claim that it is not personally subject to the jurisdiction of the United States District Court in the State of Washington or the United States District Court for the Southern District of New York, as applicable, above named courts for any reasonreason other than the failure to serve in accordance with this Section 4.13, (b) any claim that it or its property is exempt or immune from jurisdiction of any such applicable court or from any legal process commenced in such applicable court courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to the fullest extent permitted by the applicable Law, any claim that (i) the suit, action or proceeding Action in any such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding Action is improper or (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each of the parties by this Agreement consents to service being made through the notice procedures set forth in Section 4.9 and agrees that service of any process, summons, notice or document by registered mail (return receipt requested and first-class postage prepaid) to the respective addresses set forth in Section 4.9 shall be effective service of process for any Action in connection with this Agreement or the transactions contemplated hereby.

Submission to Jurisdiction; Service of Process. Each of the parties irrevocably agrees that any legal action or proceeding arising out of or relating to this Agreement brought by the Shareholder any other party or its successors or assigns shall be brought and determined in the United States District Delaware Court in of Chancery and any state appellate court therefrom within the State of Washington and Delaware (unless the Delaware Court of Chancery shall decline to accept jurisdiction over a particular matter, in which case, in any legal action Delaware state or proceeding brought by federal court within the Parent shall be brought in the United States District Court for the Southern District State of New YorkDelaware), and each of the parties hereby irrevocably submits to the exclusive jurisdiction of the aforesaid courts for itself and with respect to its property, generally and unconditionally, with regard to any such action or proceeding arising out of or relating to this Agreement and the transactions contemplated hereby. Each of the Shareholder and the Parent parties agrees not to commence any action, suit or proceeding relating thereto in any court other than the courts of the State of Delaware, as specified described above, other than actions in any court of competent jurisdiction to enforce any judgment, decree or award rendered by such court. Each of the parties further agrees that notice as provided herein shall constitute sufficient service of process and the parties further waive any argument that such service is insufficient. Each of the parties hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby, (a) any claim that it is not personally subject to the jurisdiction of the United States District Court in courts of the State of Washington or the United States District Court for the Southern District of New YorkDelaware, as applicabledescribed above, for any reason, (b) that it or its property is exempt or immune from jurisdiction of any such applicable court or from any legal process commenced in such applicable court courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) that (i) the suit, action or proceeding in any such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper or (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.

Submission to Jurisdiction; Service of Process. Each Party irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the parties irrevocably agrees that any legal action or proceeding arising out courts of or relating to this Agreement brought by the Shareholder shall be brought State of New York sitting in the Borough of Manhattan and determined in of the United States District Court in the State of Washington and any legal action or proceeding brought by the Parent shall be brought in the United States District Court for the Southern District of New York, and each of the parties hereby irrevocably submits to the exclusive jurisdiction of the aforesaid courts for itself and with respect to its property, generally and unconditionally, with regard to any such action or proceeding arising out of or relating to this Agreement and the transactions contemplated hereby. Each of the Shareholder and the Parent agrees not to commence any action, suit or proceeding relating thereto in any court other than as specified abovewith jurisdiction that is located in Delaware, other than actions in any court of competent jurisdiction to enforce any judgment, decree California or award rendered by such court. Each of the parties further agrees that notice as provided herein shall constitute sufficient service of process and state where the parties further waive any argument that such service related underlying Mortgaged Property is insufficient. Each of the parties hereby irrevocably and unconditionally waiveslocated, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwiseany appellate court from any thereof, in any action or proceeding arising out of or relating to the Repurchase Documents, or for recognition or enforcement of any judgment, and each Party irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such State court or, to the fullest extent permitted by applicable law, in such Federal court. Each Party agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or the transactions contemplated herebyother Repurchase Documents shall affect any right that Buyer may otherwise have to bring any action or proceeding arising out of or relating to the Repurchase Documents against any Seller or its properties in the courts of any jurisdiction. Each Party irrevocably and unconditionally waives, (a) to the fullest extent permitted by Requirements of Law, any claim objection that it is not personally subject may now or hereafter have to the jurisdiction laying of the United States District Court in the State of Washington or the United States District Court for the Southern District of New York, as applicable, for any reason, (b) that it or its property is exempt or immune from jurisdiction venue of any action or proceeding arising out of or relating to the Repurchase Documents in any court referred to above, and the defense of an inconvenient forum to the maintenance of such applicable court or from any legal process commenced in such applicable court (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) that (i) the suit, action or proceeding in any such court is brought court. Each Party irrevocably consents to service of process in an inconvenient forum, (ii) the venue manner provided for notices in Section 18.12. Nothing in this Agreement will affect the right of such suit, action or proceeding is improper or (iii) this Agreement, or the subject matter hereof, may not be enforced any party hereto to serve process in or any other manner permitted by such courtsapplicable law.

Submission to Jurisdiction; Service of Process. Each of the parties irrevocably agrees that any legal action or proceeding arising out of or relating to this Agreement brought by the Shareholder any other party or its successors or assigns shall be brought and determined in the United States District Delaware Court in of Chancery and any state appellate court therefrom within the State of Washington and Delaware (unless the Delaware Court of Chancery shall decline to accept jurisdiction over a particular matter, in which case, in any legal action Delaware state or proceeding brought by federal court within the Parent shall be brought in the United States District Court for the Southern District State of New YorkDelaware), and each of the parties hereby irrevocably submits to the exclusive jurisdiction of the aforesaid courts for itself and with respect to its property, generally and unconditionally, with regard to any such action or proceeding arising out of or relating to this Agreement and the transactions contemplated hereby. Each of the Shareholder and the Parent parties agrees not to commence any action, suit or proceeding relating thereto hereto in any court other than the courts of the State of Delaware, as specified described above, other than actions in any court of competent jurisdiction to enforce any judgment, decree or award rendered by such court. Each of the parties further agrees that notice as provided herein shall constitute sufficient service of process and the parties further waive any argument that such service is insufficient. Each of the parties hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby, (a) any claim that it is not personally subject to the jurisdiction of the United States District Court in courts of the State of Washington or the United States District Court for the Southern District of New YorkDelaware, as applicabledescribed above, for any reason, (b) that it or its property is exempt or immune from jurisdiction of any such applicable court or from any legal process commenced in such applicable court courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) that (i) the suit, action or proceeding in any such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper or (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.

Submission to Jurisdiction; Service of Process. Each Except for disputes subject to arbitration under the terms hereof, each Party hereby submits generally, unconditionally, irrevocably, and exclusively to the jurisdiction of the parties irrevocably agrees that any legal action or proceeding arising out courts of or relating to this Agreement brought by the Shareholder shall be brought and determined in the United States District Court in the State of Washington New York in New York County and any legal action or proceeding brought by the Parent shall be brought in jurisdiction of the federal courts of the United States District Court for the Southern District of New York. Each Party agrees that service of all writs, processes, statements, correspondence, and each summonses in any suit, action, or proceeding in the above-named courts may be made upon such Party by the mailing thereof by registered or certified mail, postage prepaid to such Party at such Party's address for notices as provided for in this Agreement. Nothing in this Section shall be deemed to in any way limit the ability of any Party to serve any such writs, processes, statements, correspondence, or summonses in any other manner permitted by applicable law or to obtain jurisdiction over any Party in such other jurisdictions, and in such manner, as may be permitted by applicable law. Each Party irrevocably waives any objection which it may now or in the future have based on a lack of personal jurisdiction over such Party or which it may have to the laying of the parties hereby irrevocably submits to the exclusive jurisdiction venue of the aforesaid courts for itself and with respect to its property, generally and unconditionally, with regard to any such action suit, action, or proceeding arising out of or relating to this Agreement brought in the above-named courts and the transactions contemplated hereby. Each of the Shareholder and the Parent agrees not to commence any action, suit or proceeding relating thereto in any court other than as specified above, other than actions in any court of competent jurisdiction to enforce any judgment, decree or award rendered by such court. Each of the parties further agrees that notice as provided herein shall constitute sufficient service of process and the parties further waive any argument that such service is insufficient. Each of the parties hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby, (a) waives any claim that it is not personally subject to the jurisdiction of the United States District Court in the State above-named courts, that any of Washington or the United States District Court for the Southern District of New York, as applicable, for any reason, (b) that it or its respective property is exempt or immune from jurisdiction of attachment or execution, that any such applicable court or from any legal process commenced in such applicable court (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) that (i) the suit, action action, or proceeding brought in any such court is has been brought in an improper venue or an inconvenient forum, (ii) that the venue of any such action, suit, action or proceeding is improper or (iii) that this Agreement, Agreement or the subject matter hereof, hereof may not be enforced in or by such any of the above-named courts. Each Party hereby expressly waives the application of the procedures for service of process according to The Hague Convention for Service Abroad of Judicial and Extrajudicial Documents in Civil or Commercial Matters.

Submission to Jurisdiction; Service of Process. Each The Company hereby irrevocably and unconditionally (i) submits, for itself and for its property, to the exclusive jurisdiction of the parties irrevocably agrees that any legal action or proceeding arising out of or relating to this Agreement brought by the Shareholder shall be brought and determined in the United States District Court in the State of Washington and any legal action or proceeding brought by the Parent shall be brought in the United States Stated District Court for the Southern District of New YorkYork or, if that federal court lacks subject matter jurisdiction, the Commercial Division of the Supreme Court of the State of New York sitting in New York County, and each of the parties hereby irrevocably submits to the exclusive jurisdiction of the aforesaid courts for itself and with respect to its propertyany appellate court from any thereof, generally and unconditionally, with regard to in any such action or proceeding arising out of or in any way relating to this Agreement and or the transactions contemplated hereby. Each , or for recognition or enforcement of the Shareholder and the Parent agrees not to commence any action, suit or proceeding relating thereto in any court other than as specified above, other than actions in any court of competent jurisdiction to enforce any judgment, decree or award rendered by such court. Each of the parties further (ii) agrees that notice as provided herein shall constitute sufficient service of process and the parties further waive it will not assert any argument that such service is insufficient. Each of the parties hereby irrevocably and unconditionally waivesclaim, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any way support any suit, action or proceeding proceeding, arising out of or relating to this Agreement or the transactions contemplated hereby, or for recognition or enforcement of any judgment, other than in such courts, (aiii) agrees that all suits, claims, actions or proceedings related to this Agreement or the transactions contemplated hereby shall be heard and determined only in such courts, (iv) waives, to the fullest extent it may effectively do so, the defense of inconvenient forum and (v) agrees that a final judgment of such courts shall be conclusive and may be enforced in any claim other jurisdiction by suit on the judgment or in any other manner provided by law. The Company agrees that it is not personally subject service of any process, summons, notice or document by registered mail addressed to the Company c/o Xxxxxxx X. XxXxxxxx, Senior Vice President, General Counsel and Secretary, 0 Xxxxxxxxxxxx Xxxxxxx, Xxxxxx X0X0XX, Xxxxxxx, Xxxxxx Xxxxxxx shall be effective service of process against the Company for any suit, action or proceeding relating to any dispute related to this Agreement or the transactions contemplated hereby. Nothing in this Agreement will affect the right of any party hereto to serve process in any other manner permitted by applicable requirements of law. To the extent that the Company has or hereafter may acquire any immunity (on the grounds of sovereignty or otherwise) from the jurisdiction of the United States District Court in the State of Washington or the United States District Court for the Southern District of New York, as applicable, for any reason, (b) that it or its property is exempt or immune from jurisdiction of any such applicable court or from any legal process commenced with respect to itself or its property, the Company irrevocably waives, to the fullest extent permitted by law, such immunity in such applicable court (whether through service respect of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) that (i) the suit, action or proceeding in any such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper or (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courtsproceeding.

Submission to Jurisdiction; Service of Process. Each The Company hereby irrevocably and unconditionally (i) submits, for itself and for its property, to the exclusive jurisdiction of the parties irrevocably agrees that any legal action or proceeding arising out of or relating to this Agreement brought by the Shareholder shall be brought and determined in the United States District Court in the State of Washington and any legal action or proceeding brought by the Parent shall be brought in the United States Stated District Court for the Southern District of New YorkYork or, if that federal court lacks subject matter jurisdiction, the Commercial Division of the Supreme Court of the State of New York sitting in New York County, and each of the parties hereby irrevocably submits to the exclusive jurisdiction of the aforesaid courts for itself and with respect to its propertyany appellate court from any thereof, generally and unconditionally, with regard to in any such action or proceeding arising out of or in any way relating to this Agreement and or the transactions contemplated hereby. Each , or for recognition or enforcement of the Shareholder and the Parent agrees not to commence any action, suit or proceeding relating thereto in any court other than as specified above, other than actions in any court of competent jurisdiction to enforce any judgment, decree or award rendered by such court. Each of the parties further (ii) agrees that notice as provided herein shall constitute sufficient service of process and the parties further waive it will not assert any argument that such service is insufficient. Each of the parties hereby irrevocably and unconditionally waivesclaim, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any way support any suit, action or proceeding proceeding, arising out of or relating to this Agreement or the transactions contemplated hereby, or for recognition or enforcement of any judgment, other than in such courts, (aiii) agrees that all suits, claims, actions or proceedings related to this Agreement or the transactions contemplated hereby shall be heard and determined only in such courts, (iv) waives, to the fullest extent it may effectively do so, the defense of inconvenient forum and (v) agrees that a final judgment of such courts shall be conclusive and may be enforced in any claim other jurisdiction by suit on the judgment or in any other manner provided by law. The Company agrees that it is not personally subject service of any process, summons, notice or document by registered mail addressed to the Company, c/o Xxxxxxx X. XxXxxxxx, Senior Vice President, General Counsel and Secretary, 0 Xxxxxxxxxxxx Xxxxxxx, Xxxxxx X0X0XX, Xxxxxxx, Xxxxxx Xxxxxxx shall be effective service of process against the Company for any suit, action or proceeding relating to any dispute related to this Agreement or the transactions contemplated hereby. Nothing in this Agreement will affect the right of any party hereto to serve process in any other manner permitted by applicable requirements of law. To the extent that the Company has or hereafter may acquire any immunity (on the grounds of sovereignty or otherwise) from the jurisdiction of the United States District Court in the State of Washington or the United States District Court for the Southern District of New York, as applicable, for any reason, (b) that it or its property is exempt or immune from jurisdiction of any such applicable court or from any legal process commenced with respect to itself or its property, the Company irrevocably waives, to the fullest extent permitted by law, such immunity in such applicable court (whether through service respect of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) that (i) the suit, action or proceeding in any such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper or (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courtsproceeding.

Submission to Jurisdiction; Service of Process. Each of the parties irrevocably agrees that (n) Subject to clauses (b) and (c) below, any legal action or proceeding arising out of or relating with respect to this Agreement brought by the Shareholder shall be brought and determined in the United States District Court in the State of Washington and or any legal action or proceeding brought by the Parent other Loan Document shall be brought in the United States courts of the State of New York sitting in the County of New York (the “New York Supreme Court”) or of the District Court for the Southern District of New YorkYork (the “New York Federal Court,” and together with the New York Supreme Court, the “New York Courts”), and appellate courts from either of them and, by execution and delivery of this Agreement, each of the parties party hereto hereby irrevocably submits to the exclusive jurisdiction of the aforesaid courts accepts for itself and with in respect to of its property, generally and unconditionally, the exclusive jurisdiction of the New York Courts; provided that nothing herein shall be deemed or operate to preclude (i) the Administrative Agent or Collateral Agent from bringing suit or taking other legal action in any other jurisdiction to realize on the Collateral (in which case any party shall be entitled to assert any claim or defense, including any claim or defense that this Section 11.13 would otherwise require to be asserted in a legal action or proceeding in a New York Court), or to enforce a judgment or other court order in favor of the Administrative Agent or Collateral Agent, as applicable, (ii) any party from bringing any legal action or proceeding in any jurisdiction for the recognition and enforcement of any judgment, (iii) if all such New York Courts decline jurisdiction over any Person or decline (or, in the case of the New York Federal Court, lack) jurisdiction over any subject matter of such action or proceeding, a legal action or proceeding may be brought with regard respect thereto in another court having jurisdiction and (iv) in the event a legal action or proceeding is brought against any party hereto or involving any of its assets or property in another court (without any collusive assistance by such party or any of its Subsidiaries or Affiliates), such party from asserting a claim or defense (including any claim or defense that this Section 11.13(a) would otherwise require to be asserted in a legal proceeding in a New York Court) in any such action or proceeding. The parties hereto hereby irrevocably waive any objection, including any objection to the laying of venue or based on the grounds of forum non conveniens, that any of them may now or hereafter have to the bringing of any such action or proceeding arising out in such respective jurisdictions. (o) Each party hereto hereby irrevocably consents to the service of or relating to this Agreement any and the transactions contemplated hereby. Each of the Shareholder all legal process, summons, notices and the Parent agrees not to commence any action, suit or proceeding relating thereto documents in any court other than as specified above, other than actions in any court of competent jurisdiction to enforce any judgment, decree or award rendered by such court. Each of the parties further agrees that notice as provided herein shall constitute sufficient service of process and the parties further waive any argument that such service is insufficient. Each of the parties hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby, (a) any claim that it is not personally subject to the jurisdiction of the United States District Court in the State of Washington or the United States District Court for the Southern District of New York, as applicable, for any reason, (b) that it or its property is exempt or immune from jurisdiction of any such applicable court or from any legal process commenced in such applicable court (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) that (i) the suit, action or proceeding brought in the United States of America arising out of or in connection with this Agreement or any other Loan Document by the mailing (by registered or certified mail, postage prepaid) or delivering of a copy of such process to such other party at its respective address specified in Section 11.9. Each party hereto agrees that a final judgment in any such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper or (iii) this Agreement, or the subject matter hereof, shall be conclusive and may not be enforced in other jurisdictions by suit on the judgment or in any other manner provided by such courts.law. (p) Nothing contained in this Section 11.13 shall affect the right of the Administrative Agent or any Lender to serve process in any other manner permitted by law or commence legal proceedings or otherwise proceed against Holdings, Borrower or

Submission to Jurisdiction; Service of Process. Each Obligor and the Trustee irrevocably submits to the exclusive jurisdiction of any New York State or federal court sitting in the parties irrevocably agrees that Borough of Manhattan, The City of New York, over any legal suit, action or proceeding arising out of or relating to this Agreement brought Indenture or the Notes. To the fullest extent permitted by the Shareholder shall be brought and determined in the United States District Court in the State of Washington and any legal action or proceeding brought by the Parent shall be brought in the United States District Court for the Southern District of New Yorkapplicable law, and each of the parties hereby irrevocably submits to the exclusive jurisdiction of the aforesaid courts for itself and with respect to its property, generally and unconditionally, with regard to any such action or proceeding arising out of or relating to this Agreement Obligor and the transactions contemplated hereby. Each of the Shareholder and the Parent agrees not to commence any action, suit or proceeding relating thereto in any court other than as specified above, other than actions in any court of competent jurisdiction to enforce any judgment, decree or award rendered by such court. Each of the parties further agrees that notice as provided herein shall constitute sufficient service of process and the parties further waive any argument that such service is insufficient. Each of the parties hereby Trustee irrevocably and unconditionally waives, waives and agrees not to assert, by way of motion or motion, as a defense, counterclaim defense or otherwise, in any action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby, (a) any claim that it is not personally subject to the jurisdiction of the United States District Court in the State of Washington or the United States District Court for the Southern District of New Yorkany such court, as applicable, for any reason, (b) objection that it may now or its property is exempt or immune from jurisdiction hereafter have to the laying of any such applicable court or from any legal process commenced in such applicable court (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) that (i) the suit, action or proceeding in any such court is brought in an inconvenient forum, (ii) the venue of any such suit, action or proceeding is improper brought in any such court and any claim that any such suit, action or (iii) proceeding brought in any such court has been brought in an inconvenient forum. Each Obligor and the Trustee agree, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in this AgreementSection 13.10 brought in any such court shall be conclusive and binding upon it subject to rights of appeal, or as the subject matter hereofcase may be, and may not be enforced in the courts of the United States of America or the State of New York (or any other courts to the jurisdiction of which it or any of its assets is or may be subject) by a suit upon such courtsjudgment. Each Obligor consents to process being served by or on behalf of any Holder of Notes in any suit, action or proceeding of the nature referred to in this Section 13.10 by mailing a copy thereof by registered, certified, priority or express mail (or any substantially similar form of mail), postage prepaid, return receipt or delivery confirmation requested, to it at its address specified in Schedule A. Each Obligor agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. Nothing in this Section 13.10 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any Note may have to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS INDENTURE, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH.

Submission to Jurisdiction; Service of Process. Each of the parties Parties irrevocably agrees that and unconditionally submits to the exclusive jurisdiction of the Bankruptcy Court in any legal action or proceeding Litigation arising out of or relating to this Agreement brought by or any Related Agreement or the Shareholder shall transactions contemplated hereby or thereby and agrees that all claims in respect of such Litigation may be brought heard and determined in the United States District Court in the State of Washington and any legal action or proceeding brought by the Parent shall be brought in the United States District Court for the Southern District of New York, and each of the parties hereby irrevocably submits to the exclusive jurisdiction of the aforesaid courts for itself and with respect to its property, generally and unconditionally, with regard to any such action or proceeding arising out of or relating to this Agreement and the transactions contemplated hereby. Each of the Shareholder and the Parent agrees not to commence any action, suit or proceeding relating thereto in any court other than as specified above, other than actions in any court of competent jurisdiction to enforce any judgment, decree or award rendered by such court. Each of the parties further agrees that notice as provided herein shall constitute sufficient service of process and the parties further waive any argument that such service is insufficient. Each of the parties hereby irrevocably and unconditionally waives, and Party also agrees not to assert, (a) attempt to deny or defeat such exclusive jurisdiction by way of motion or as a defense, counterclaim other request for leave from the Bankruptcy Court or otherwise, in (b) bring any action or proceeding arising out of or relating to this Agreement or any Related Agreement or the transactions contemplated herebyhereby or thereby in any other court; provided, (a) any claim however, that it is if the Bankruptcy Cases have not personally subject been commenced, the Parties agree to unconditionally and irrevocably submit to the exclusive jurisdiction of the United States District Delaware Court of Chancery, any other court of the State of Delaware or any federal court sitting in the State of Washington or the United States District Court Delaware, for the Southern District of New York, as applicable, for any reason, (b) that it or its property is exempt or immune from jurisdiction resolution of any such applicable court claim or from dispute. Each of the Parties irrevocably and unconditionally waives any objection to the laying of venue in, and any defense of inconvenient forum to the maintenance of, any Litigation so brought and waives any bond, surety or other security that might be required of any other Party with respect thereto. Any Party may make service on any other Party by sending or delivering a copy of the process to the Party to be served at the address and in the manner provided for the giving of notices in Section 9.7; provided, however, that nothing in this Section 9.9 shall affect the right of any Party to serve legal process commenced in such applicable court (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) that (i) the suit, action or proceeding in any such court is other manner permitted by law or in equity. Each Party agrees that a final judgment in any Litigation so brought shall be conclusive and may be enforced by Litigation or in an inconvenient forum, (ii) any other manner provided by law or in equity. The Parties intend that all foreign jurisdictions will enforce any Decree of the venue Bankruptcy Court in any Litigation arising out of such suit, action or proceeding is improper relating to this Agreement or (iii) this Agreement, any Related Agreement or the subject matter hereof, may not be enforced in transactions contemplated hereby or by such courtsthereby.

Submission to Jurisdiction; Service of Process. Each of the parties irrevocably agrees that any legal action or proceeding arising out of or relating to this Agreement brought by the Shareholder shall be brought and determined in the United States District Court in the State of Washington and any legal action or proceeding brought by the Parent shall be brought in the United States District Court for the Southern District of New York, and each of the parties hereto hereby irrevocably submits to the exclusive jurisdiction of the aforesaid courts for itself of the State of New York and with respect the United States District Court located in the Borough of Manhattan in New York, New York, and appellate courts from any thereof, and irrevocably waives any objection which it may have at any time to its propertythe laying of venue of any suit, generally and unconditionally, with regard to any such action or proceeding arising out of or relating directly or indirectly to this Agreement in such court and the transactions contemplated hereby. Each of the Shareholder and the Parent agrees not to commence any action, suit or proceeding relating thereto in any court other than as specified above, other than actions in any court of competent jurisdiction to enforce any judgment, decree or award rendered by such court. Each of the parties further agrees that notice as provided herein shall constitute sufficient service of process and the parties further waive any argument that such service is insufficient. Each of the parties hereby irrevocably and unconditionally waives, waives and agrees not to assertplead any claim that such suit, by way of motion or as a defense, counterclaim or otherwise, in any action or proceeding arising out of brought in any such court has been brought in an inconvenient forum. To the extent that any party has or relating to this Agreement or the transactions contemplated hereby, (a) hereafter may acquire any claim that it is not personally subject to the jurisdiction of the United States District Court in the State of Washington or the United States District Court for the Southern District of New York, as applicable, for any reason, (b) that it or its property is exempt or immune immunity from jurisdiction of any such applicable court or from any legal process commenced in such applicable court (whether through service of or notice, attachment prior to judgment, attachment in aid of execution of judgmentexecution, execution of judgment or otherwise) and (c) with respect to itself or its property, such party hereby irrevocably waives such immunity in respect of its obligations with respect to this Agreement. Each of the parties hereto agrees that (i) the suit, action or proceeding a final judgment in any such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper or (iii) this Agreement, or the subject matter hereof, brought in such a court shall be conclusive and binding on it and may not be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Each party irrevocably consents to the service of any and all process in any such courtssuit, action or proceeding and any such service of process shall be deemed effective and sufficient, if delivered to such party pursuant to the notice provisions set forth in Section 20(e) hereof. Nothing in this Section 20(j) shall affect the right of any party to serve legal process in any other manner permitted by law. The consents to jurisdiction set forth in this Section 20(j) shall not constitute general consents to service of process in the State of New York and shall have no effect for any purpose except as provided in this Section 20(j) and shall not be deemed to confer rights on any Person other than the parties hereto and hereunder.

Submission to Jurisdiction; Service of Process. Each of the parties irrevocably agrees that any legal action or proceeding arising out of or relating to this Agreement brought by the Shareholder any other party or its successors or assigns shall be brought and determined in the United States District Delaware Court in of Chancery and any state appellate court therefrom within the State of Washington and Delaware (unless the Delaware Court of Chancery shall decline to accept jurisdiction over a particular matter, in which case, in any legal action Delaware state or proceeding brought by federal court within the Parent shall be brought in the United States District Court for the Southern District State of New YorkDelaware), and each of the parties hereby irrevocably submits to the exclusive jurisdiction of the aforesaid courts for itself and with respect to its property, generally and unconditionally, with regard to any such action or proceeding arising out of or relating to this Agreement and the transactions contemplated hereby. Each of the Shareholder and the Parent parties agrees not to commence any action, suit or proceeding relating thereto hereto in any court other than the courts of the State of Delaware, as specified described above, other than actions in any court of competent jurisdiction to enforce any judgment, decree or award rendered by such court. Each of the parties further agrees that notice as provided herein shall constitute sufficient service of process and the parties further waive any argument that such service is insufficient. Each of the parties hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby, (a) any claim that it is not personally subject to the jurisdiction of the United States District Court in courts of the State of Washington or the United States District Court for the Southern District of New YorkDelaware, as applicabledescribed above, for any reason, (b) that it or its property is exempt or immune from jurisdiction of any such applicable court or from any legal process commenced in such applicable court (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) courts and (c) that (i) the suit, action or proceeding in any such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper or (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.

Submission to Jurisdiction; Service of Process. Each EACH PARTY HEREBY (A) IRREVOCABLY SUBMITS TO THE SOLE AND EXCLUSIVE JURISDICTION OF THE STATE COURTS OF THE STATE OF TENNESSEE LOCATED IN DAVIDSON COUNTY, TENNESSEE, OR IN THE EVENT (BUT ONLY IN THE EVENT) THAT NO SUCH STATE COURT HAS JURISDICTION, THE UNITED STATES DISTRICT COURT FOR THE EASTERN DISTRICT OF TENNESSEE (THE “TENNESSEE COURTS”), in respect of the parties irrevocably agrees that any legal action claim, action, suit, or proceeding under, arising out of of, or relating to this Agreement brought by the Shareholder shall be brought and determined in the United States District Court in the State of Washington and any legal action or proceeding brought by the Parent shall be brought in the United States District Court for the Southern District of New York, and each of the parties hereby irrevocably submits to the exclusive jurisdiction of the aforesaid courts for itself and with respect to its property, generally and unconditionally, with regard to any such action or proceeding arising out of or relating to this Agreement and the transactions contemplated hereby. Each of the Shareholder and the Parent agrees not to commence any action, suit or proceeding relating thereto in any court other than as specified above, other than actions in any court of competent jurisdiction to enforce any judgment, decree or award rendered by such court. Each of the parties further agrees that notice as provided herein shall constitute sufficient service of process and the parties further waive any argument that such service is insufficient. Each of the parties hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any action or proceeding arising out of or relating related to this Agreement or the transactions contemplated hereby, (ab) irrevocably waives and agrees not to assert as a defense in any claim such claim, action, suit, or proceeding that it such Party is not personally subject to the jurisdiction of THE TENNESSEE courts, that such claim, action, suit, or proceeding may not be brought or is not maintainable in THE TENNESSEE courts or that the United States District Court venue thereof may not be appropriate, or that this Agreement may not be construed, interpreted, or enforced in the State of Washington or the United States District Court for the Southern District of New Yorkby THE TENNESSEE courts, as applicable, for any reason, (b) that it or its property is exempt or immune from jurisdiction of any such applicable court or from any legal process commenced in such applicable court (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) irrevocably agrees that (i) the all claims a part of or with respect to any such claim, action, suit, action or proceeding in any such court is brought in an inconvenient forumshall be heard and determined by THE TENNESSEE courts. The Parties hereby grant THE TENNESSEE courts jurisdiction over the persons of the Parties and, (ii) to the venue of such suitextent permitted by Law, action or proceeding is improper or (iii) this Agreement, or over the subject matter hereofof any such claim, action, suit, or proceeding. Any and all process in any claim, action, suit, or proceeding under, arising out of, or related to this Agreement or the transactions contemplated hereby may not be enforced served by complying with the provision of Section 10.7, and the Parties hereby waive any and all claims of error by reason of service of process in or such manner; provided, however, that nothing in this Section 10.12 shall affect the right of any Party to serve process in any other manner permitted by such courtsapplicable Law.

Submission to Jurisdiction; Service of Process. Each Except for disputes subject to arbitration under the terms hereof, each Party hereby submits generally, unconditionally, irrevocably, and exclusively to the jurisdiction of the parties irrevocably agrees that any legal action or proceeding arising out courts of or relating to this Agreement brought by the Shareholder shall be brought and determined in the United States District Court in the State of Washington New York in New York County and any legal action or proceeding brought by the Parent shall be brought in jurisdiction of the federal courts of the United States District Court for the Southern District of New York. Each Party agrees that service of all writs, processes, statements, correspondence, and each summonses in any suit, action, or proceeding in the above-named courts may be made upon such Party by the mailing thereof by registered or certified mail, postage prepaid to such Party at such Party's address for notices as provided for in this Agreement. Nothing in this Section shall be deemed to in any way limit the ability of any Party to serve any such writs, processes, statements, correspondence, or summonses in any other manner permitted by applicable law or to obtain jurisdiction over any Party in such other jurisdictions, and in such manner, as may be permitted by applicable law. Each Party irrevocably waives any objection which it may now or in the future have based on lack of personal jurisdiction over such Party or which it may have to the laying of the parties hereby irrevocably submits to the exclusive jurisdiction venue of the aforesaid courts for itself and with respect to its property, generally and unconditionally, with regard to any such action suit, action, or proceeding arising out of or relating to this Agreement brought in the above-named courts and the transactions contemplated hereby. Each of the Shareholder and the Parent agrees not to commence any action, suit or proceeding relating thereto in any court other than as specified above, other than actions in any court of competent jurisdiction to enforce any judgment, decree or award rendered by such court. Each of the parties further agrees that notice as provided herein shall constitute sufficient service of process and the parties further waive any argument that such service is insufficient. Each of the parties hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby, (a) waives any claim that it is not personally subject to the jurisdiction of the United States District Court in the State above-named courts, that any of Washington or the United States District Court for the Southern District of New York, as applicable, for any reason, (b) that it or its respective property is exempt or immune from jurisdiction of attachment or execution, that any such applicable court or from any legal process commenced in such applicable court (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) that (i) the suit, action action, or proceeding brought in any such court is has been brought in an improper venue or an inconvenient forum, (ii) that the venue of any such action, suit, action or proceeding is improper or (iii) that this Agreement, Agreement or the subject matter hereof, hereof may not be enforced in or by such any of the above-named courts. Each Party hereby expressly waives the application of the procedures for service of process according to The Hague Convention for Service Abroad of Judicial and Extrajudicial Documents in Civil or Commercial Matters.

Submission to Jurisdiction; Service of Process. Each of the parties irrevocably agrees that (a) Subject to clauses (b) and (c) below, any legal action or proceeding arising out of or relating with respect to this Agreement brought by the Shareholder shall be brought and determined in the United States District Court in the State of Washington and or any legal action or proceeding brought by the Parent other Loan Document shall be brought in the United States courts of the State of New York sitting in the County of New York (the “New York Supreme Court”) or of the District Court for the Southern District of New YorkYork (the “New York Federal Court,” and together with the New York Supreme Court, the “New York Courts”), and appellate courts from either of them and, by execution and delivery of this Agreement, each of the parties party hereto hereby irrevocably submits to the exclusive jurisdiction of the aforesaid courts accepts for itself and with in respect to of its property, generally and unconditionally, the exclusive jurisdiction of the New York Courts; provided that nothing herein shall be deemed or operate to preclude (i) the Administrative Agent or Collateral Agent from bringing suit or taking other legal action in any other jurisdiction to realize on the Collateral (in which case any party shall be entitled to assert any claim or defense, including any claim or defense that this Section 11.13 would otherwise require to be asserted in a legal action or proceeding in a New York Court), or to enforce a judgment or other court order in favor of the Administrative Agent or Collateral Agent, as applicable, (ii) any party from bringing any legal action or proceeding in any jurisdiction for the recognition and enforcement of any judgment, (iii) if all such New York Courts decline jurisdiction over any Person or decline (or, in the case of the New York Federal Court, lack) jurisdiction over any subject matter of such action or proceeding, a legal action or proceeding may be brought with regard respect thereto in another court having jurisdiction and (iv) in the event a legal action or proceeding is brought against any party hereto or involving any of its assets or property in another court (without any collusive assistance by such party or any of its Subsidiaries or Affiliates), such party from asserting a claim or defense (including any claim or defense that this Section 11.13(a) would otherwise require to be asserted in a legal proceeding in a New York Court) in any such action or proceeding. The parties hereto hereby irrevocably waive any objection, including any objection to the laying of venue or based on the grounds of forum non conveniens, that any of them may now or hereafter have to the bringing of any such action or proceeding arising out of or relating to this Agreement and the transactions contemplated hereby. Each of the Shareholder and the Parent agrees not to commence any action, suit or proceeding relating thereto in any court other than as specified above, other than actions in any court of competent jurisdiction to enforce any judgment, decree or award rendered by such court. Each of the parties further agrees that notice as provided herein shall constitute sufficient service of process and the parties further waive any argument that such service is insufficient. Each of the parties hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby, (a) any claim that it is not personally subject to the jurisdiction of the United States District Court in the State of Washington or the United States District Court for the Southern District of New York, as applicable, for any reason, (b) that it or its property is exempt or immune from jurisdiction of any such applicable court or from any legal process commenced in such applicable court (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) that (i) the suit, action or proceeding in any such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper or (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courtsrespective jurisdictions.

Submission to Jurisdiction; Service of Process. Each Party irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the parties irrevocably agrees that any legal action or proceeding arising out courts of or relating to this Agreement brought by the Shareholder shall be brought State of New York sitting in the Borough of Manhattan and determined in of the United States District Court in the State of Washington and any legal action or proceeding brought by the Parent shall be brought in the United States District Court for the Southern District of New York, and each of the parties hereby irrevocably submits to the exclusive jurisdiction of the aforesaid courts for itself and with respect to its property, generally and unconditionally, with regard to any such action or proceeding arising out of or relating to this Agreement and the transactions contemplated hereby. Each of the Shareholder and the Parent agrees not to commence appellate court from any action, suit or proceeding relating thereto in any court other than as specified above, other than actions in any court of competent jurisdiction to enforce any judgment, decree or award rendered by such court. Each of the parties further agrees that notice as provided herein shall constitute sufficient service of process and the parties further waive any argument that such service is insufficient. Each of the parties hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwisethereof, in any action or proceeding arising out of or relating to the Repurchase Documents, or for recognition or enforcement of any judgment, and each Party irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such State court or, to the fullest extent permitted by applicable law, in such Federal court. Each Party agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or the transactions contemplated herebyother Repurchase Documents shall affect any right that Buyer may otherwise have to bring any action or proceeding arising out of or relating to the Repurchase Documents against Seller or its properties in the courts of any jurisdiction. Seller irrevocably and unconditionally waives, (a) to the fullest extent permitted by Requirements of Law, any claim objection that it is not personally subject may now or hereafter have to the jurisdiction laying of the United States District Court in the State of Washington or the United States District Court for the Southern District of New York, as applicable, for any reason, (b) that it or its property is exempt or immune from jurisdiction venue of any action or proceeding arising out of or relating to the Repurchase Documents in any court referred to above, and the defense of an inconvenient forum to the maintenance of such applicable court or from any legal process commenced in such applicable court (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) that (i) the suit, action or proceeding in any such court is brought court. Each Party irrevocably consents to service of process in an inconvenient forumthe manner provided for notices in Section 18.12. Nothing in this Agreement will affect the right of any party hereto to serve process in any other manner permitted by applicable law. • IMPORTANT WAIVERS. • SELLER HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT TO ASSERT A COUNTERCLAIM, OTHER THAN A COMPULSORY COUNTERCLAIM, IN ANY ACTION OR PROCEEDING BROUGHT AGAINST IT BY BUYER OR ANY INDEMNIFIED PERSON. • TO THE EXTENT PERMITTED BY REQUIREMENTS OF LAW, EACH PARTY HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE BETWEEN THEM, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, ARISING OUT OF, CONNECTED WITH OR RELATED TO THE REPURCHASE DOCUMENTS, THE PURCHASED ASSETS, THE TRANSACTIONS, ANY DEALINGS OR COURSE OF CONDUCT BETWEEN THEM, OR ANY STATEMENTS (iiWRITTEN OR ORAL) OR OTHER ACTIONS OF EITHER PARTY. NEITHER PARTY WILL SEEK TO CONSOLIDATE ANY SUCH ACTION WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED. INSTEAD, ANY SUCH DISPUTE RESOLVED IN COURT WILL BE RESOLVED IN A BENCH TRIAL WITHOUT A JURY. • TO THE EXTENT PERMITTED BY REQUIREMENTS OF LAW, EACH PARTY HEREBY WAIVES ANY RIGHT TO CLAIM OR RECOVER IN ANY LITIGATION WHATSOEVER INVOLVING ANY INDEMNIFIED PERSON, ANY SPECIAL, EXEMPLARY, PUNITIVE, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND OR NATURE WHATSOEVER OR ANY DAMAGES OTHER THAN, OR IN ADDITION TO, ACTUAL DAMAGES, WHETHER SUCH WAIVED DAMAGES ARE BASED ON STATUTE, CONTRACT, TORT, COMMON LAW OR ANY OTHER LEGAL THEORY, WHETHER THE LIKELIHOOD OF SUCH DAMAGES WAS KNOWN AND REGARDLESS OF THE FORM OF THE CLAIM OF ACTION. NO INDEMNIFIED PERSON SHALL BE LIABLE FOR ANY DAMAGES ARISING FROM THE USE BY UNINTENDED RECIPIENTS OF ANY INFORMATION OR OTHER MATERIALS DISTRIBUTED BY IT THROUGH TELECOMMUNICATIONS, ELECTRONIC OR OTHER INFORMATION TRANSMISSION SYSTEMS IN CONNECTION WITH ANY REPURCHASE DOCUMENT OR THE TRANSACTIONS. - 84 - • SELLER CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF BUYER OR AN INDEMNIFIED PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT BUYER OR AN INDEMNIFIED PERSON WOULD NOT SEEK TO ENFORCE ANY OF THE WAIVERS IN THIS SECTION 18.03 IN THE EVENT OF LITIGATION OR OTHER CIRCUMSTANCES. THE SCOPE OF SUCH WAIVERS IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THE REPURCHASE DOCUMENTS, REGARDLESS OF THEIR LEGAL THEORY. • EACH PARTY ACKNOWLEDGES THAT THE WAIVERS IN THIS SECTION 18.03 ARE A MATERIAL INDUCEMENT TO ENTER INTO A BUSINESS RELATIONSHIP, THAT SUCH PARTY HAS ALREADY RELIED ON SUCH WAIVERS IN ENTERING INTO THE REPURCHASE DOCUMENTS, AND THAT SUCH PARTY WILL CONTINUE TO RELY ON SUCH WAIVERS IN THEIR RELATED FUTURE DEALINGS UNDER THE REPURCHASE DOCUMENTS. EACH PARTY FURTHER REPRESENTS AND WARRANTS THAT IT HAS REVIEWED SUCH WAIVERS WITH ITS LEGAL COUNSEL AND THAT IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL AND OTHER RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. • THE WAIVERS IN THIS SECTION 18.03 ARE IRREVOCABLE, MEANING THAT THEY MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING, AND SHALL APPLY TO ANY AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO ANY OF THE REPURCHASE DOCUMENTS. IN THE EVENT OF LITIGATION, THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT. • THE PROVISIONS OF THIS SECTION 18.03 SHALL SURVIVE TERMINATION OF THE REPURCHASE DOCUMENTS AND THE INDEFEASIBLE PAYMENT IN FULL OF THE REPURCHASE OBLIGATIONS. • Integration. The Repurchase Documents supersede and integrate all previous negotiations, contracts, agreements and understandings (whether written or oral), including, without limitation, the venue Term Sheet, between the Parties relating to a sale and repurchase of such suitPurchased Assets and the other matters addressed by the Repurchase Documents, action or proceeding is improper or (iii) this Agreement, or and contain the entire final agreement of the Parties relating to the subject matter hereof, may not be enforced in or by such courtsthereof.