Common use of Consent to Jurisdiction; Venue Clause in Contracts

Consent to Jurisdiction; Venue. THE PARTIES HERETO HEREBY IRREVOCABLY SUBMIT TO THE EXCLUSIVE JURISDICTION OF ANY FEDERAL OR STATE COURT LOCATED IN NEW YORK, NEW YORK OVER ANY DISPUTE ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY AND EACH PARTY HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH DISPUTE OR ANY SUIT, ACTION OR PROCEEDING RELATED THERETO SHALL BE HEARD AND DETERMINED IN SUCH COURTS. THE PARTIES HEREBY IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION WHICH THEY MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUCH DISPUTE BROUGHT IN SUCH COURT OR ANY DEFENSE OF INCONVENIENT FORUM FOR THE MAINTENANCE OF SUCH DISPUTE. EACH OF THE PARTIES HERETO AGREES THAT A JUDGMENT IN ANY SUCH DISPUTE MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. EACH PARTY AGREES TO ACCEPT SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER INITIAL PLEADING MADE IN THE MANNER PROVIDED FOR THE GIVING OF NOTICES IN SECTION 12.16 OF THE PURCHASE AGREEMENT. NOTHING IN THIS SECTION, HOWEVER, SHALL AFFECT THE RIGHT OF ANY PARTY TO SERVE SUCH SUMMONS, COMPLAINT OR INITIAL PLEADING IN ANY OTHER MANNER PERMITTED BY LAW.

Consent to Jurisdiction; Venue. ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT SHALL BE BROUGHT IN THE PARTIES HERETO HEREBY IRREVOCABLY SUBMIT TO THE EXCLUSIVE JURISDICTION OF ANY FEDERAL OR AND NEW YORK STATE COURT COURTS LOCATED IN NEW YORKYORK CITY, NEW YORK OVER ANY DISPUTE ARISING OUT BOROUGH OF OR RELATING TO MANHATTAN (AND APPELLATE COURTS THEREOF), AND, BY EXECUTION AND DELIVERY OF THIS AGREEMENT OR ANY OF AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREBY SUBORDINATED AGENT, THE SENIOR AGENT, AND EACH PARTY THE ISSUER HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS ACCEPTS IN RESPECT OF SUCH DISPUTE ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID COURTS. NOTHING HEREIN SHALL AFFECT THE RIGHT OF ANY SENIOR AGENT OR ANY SUIT, ACTION OR PROCEEDING RELATED THERETO SHALL BE HEARD AND DETERMINED OTHER SENIOR PARTY TO SERVICE OF PROCESS IN SUCH COURTSANY MANNER PERMITTED BY LAW. THE PARTIES SENIOR AGENT, THE SUBORDINATED AGENT AND THE ISSUER HEREBY EXPRESSLY AND IRREVOCABLY WAIVEWAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION WHICH THEY IT MAY NOW OR HEREAFTER HAVE TO THE JURISDICTION OR LAYING OF VENUE OF ANY SUCH DISPUTE LITIGATION BROUGHT IN SUCH COURT OR ANY DEFENSE OF INCONVENIENT FORUM FOR THE MAINTENANCE OF SUCH DISPUTE. EACH OF THE PARTIES HERETO AGREES THAT A JUDGMENT IN ANY SUCH DISPUTE COURT REFERRED TO IN THE FIRST SENTENCE OF THIS SECTION 20 AND ANY CLAIM THAT ANY SUCH LITIGATION HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. TO THE EXTENT THAT THE SUBORDINATED AGENT OR THE ISSUER HAS OR HEREAFTER MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ACQUIRE ANY OTHER MANNER PROVIDED BY LAW. EACH PARTY AGREES TO ACCEPT SERVICE IMMUNITY FROM JURISDICTION OF ANY SUMMONSCOURT OR FROM ANY LEGAL PROCESS (WHETHER THROUGH SERVICE OR NOTICE, COMPLAINT ATTACHMENT PRIOR TO JUDGMENT, ATTACHMENT IN AID OF EXECUTION OR OTHER INITIAL PLEADING MADE OTHERWISE) WITH RESPECT TO ITSELF OR ITS PROPERTY, EACH SUCH PARTY HEREBY IRREVOCABLY WAIVES SUCH IMMUNITY IN THE MANNER PROVIDED FOR THE GIVING RESPECT OF NOTICES IN SECTION 12.16 OF THE PURCHASE ITS RIGHTS AND OBLIGATIONS UNDER THIS AGREEMENT. NOTHING IN THIS SECTION, HOWEVER, SHALL AFFECT THE RIGHT OF ANY PARTY TO SERVE SUCH SUMMONS, COMPLAINT OR INITIAL PLEADING IN ANY OTHER MANNER PERMITTED BY LAW.

Consent to Jurisdiction; Venue. EACH OF THE PARTIES HERETO COMPANY AND THE ----------------------------- PARTNERSHIP, FOR ITSELF, ITS RESPECTIVE SUCCESSORS AND ASSIGNS, HEREBY (A) IRREVOCABLY SUBMIT SUBMITS TO THE EXCLUSIVE NONEXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS OF THE STATE OF TEXAS AND AGREES AND CONSENTS THAT SERVICE OF PROCESS MAY BE MADE UPON IT IN ANY FEDERAL OR STATE COURT LOCATED IN NEW YORK, NEW YORK OVER ANY DISPUTE LEGAL PROCEEDING ARISING OUT OF OR RELATING TO IN CONNECTION WITH THIS AGREEMENT OR ANY BY SERVICE OF THE TRANSACTIONS CONTEMPLATED HEREBY AND EACH PARTY HEREBY PROCESS AS PROVIDED BY TEXAS LAW, (B) IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH DISPUTE OR ANY SUIT, ACTION OR PROCEEDING RELATED THERETO SHALL BE HEARD AND DETERMINED IN SUCH COURTS. THE PARTIES HEREBY IRREVOCABLY WAIVEWAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION WHICH THEY IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUCH DISPUTE LITIGATION ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT AND THE OBLIGATIONS BROUGHT IN SUCH THE COURTS OF DALLAS COUNTY, TEXAS, OR IN ANY UNITED STATES DISTRICT COURT OR ANY DEFENSE OF INCONVENIENT FORUM FOR THE MAINTENANCE NORTHERN DISTRICT OF SUCH DISPUTE. EACH OF THE PARTIES HERETO AGREES TEXAS, (C) IRREVOCABLY WAIVES ANY CLAIMS THAT A JUDGMENT ANY LITIGATION BROUGHT IN ANY SUCH DISPUTE MAY COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM, (D) AGREES TO DESIGNATE AND MAINTAIN AN AGENT FOR SERVICE OF PROCESS IN DALLAS COUNTY, TEXAS IN CONNECTION WITH ANY SUCH LITIGATION AND TO DELIVER CHASE EVIDENCE THEREOF, (E) IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OUT OF ANY OF THE AFOREMENTIONED COURTS IN ANY SUCH LITIGATION BY THE MAILING OF COPIES THEREOF BY CERTIFIED MAIL, RETURN RECEIPT REQUESTED, POSTAGE PREPAID, TO CHASE AT ITS ADDRESS SET FORTH HEREIN AND (F) IRREVOCABLY AGREES THAT ANY LEGAL PROCEEDING AGAINST ANY LENDER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT SHALL BE ENFORCED BROUGHT IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT COURTS OF DALLAS COUNTY, TEXAS, OR IN ANY OTHER MANNER PROVIDED BY LAW. EACH PARTY AGREES TO ACCEPT SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER INITIAL PLEADING MADE IN THE MANNER PROVIDED UNITED STATES DISTRICT COURT FOR THE GIVING NORTHERN DISTRICT OF NOTICES IN SECTION 12.16 OF THE PURCHASE AGREEMENTTEXAS. NOTHING IN THIS SECTION, HOWEVER, HEREIN SHALL AFFECT THE RIGHT OF CHASE TO COMMENCE ANY PARTY LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST THE COMPANY AND THE PARTNERSHIP IN ANY JURISDICTION OR TO SERVE SUCH SUMMONS, COMPLAINT OR INITIAL PLEADING PROCESS IN ANY OTHER MANNER MATTER PERMITTED BY APPLICABLE LAW.

Consent to Jurisdiction; Venue. THE PARTIES HERETO HEREBY IRREVOCABLY SUBMIT TO THE EXCLUSIVE JURISDICTION OF ANY FEDERAL LEGAL ACTION OR STATE COURT LOCATED IN NEW YORK, NEW YORK OVER ANY DISPUTE ARISING OUT OF OR RELATING PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY OTHER WORKOUT DOCUMENT MAY BE BROUGHT IN THE COURT OF COMMON PLEAS OF CUYAHOGA COUNTY, OHIO, OR OF THE TRANSACTIONS CONTEMPLATED HEREBY UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF OHIO, AND, BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH PARTY OF BORROWER PARTIES HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS ACCEPTS FOR ITSELF AND IN RESPECT OF ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, THE NON-EXCLUSIVE JURISDICTION OF THE AFORESAID COURTS. BORROWER PARTIES HEREBY FURTHER IRREVOCABLY CONSENT TO THE SERVICE OF PROCESS OUT OF ANY OF THE AFOREMENTIONED COURTS IN ANY SUCH DISPUTE OR ANY SUIT, ACTION OR PROCEEDING RELATED THERETO BY THE MAILING OF COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO BORROWER PARTIES AT THEIR RESPECTIVE ADDRESSES FOR NOTICES SET FORTH ABOVE. NOTHING HEREIN SHALL BE HEARD AND DETERMINED AFFECT THE RIGHT OF KCCI TO SERVE PROCESS IN SUCH COURTSANY OTHER MANNER PERMITTED BY LAW OR TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST BORROWER PARTIES IN ANY OTHER JURISDICTION. THE BORROWER PARTIES HEREBY IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WAIVE ANY OBJECTION WHICH THEY EITHER MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUCH DISPUTE OF THE AFORESAID ACTIONS OR PROCEEDINGS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER WORKOUT DOCUMENT BROUGHT IN SUCH COURT THE COURTS REFERRED TO ABOVE AND HEREBY FURTHER IRREVOCABLY WAIVE AND AGREE NOT TO PLEAD OR ANY DEFENSE OF INCONVENIENT FORUM FOR THE MAINTENANCE OF SUCH DISPUTE. EACH OF THE PARTIES HERETO AGREES THAT A JUDGMENT CLAIM IN ANY SUCH DISPUTE MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT COURT THAT ANY SUCH ACTION OR PROCEEDING BROUGHT IN ANY OTHER MANNER PROVIDED BY LAWSUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. EACH PARTY AGREES TO ACCEPT SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER INITIAL PLEADING MADE IN THE MANNER PROVIDED FOR THE GIVING OF NOTICES IN SECTION 12.16 OF THE PURCHASE AGREEMENT. NOTHING IN THIS SECTION, HOWEVER, SHALL AFFECT THE RIGHT OF ANY PARTY TO SERVE SUCH SUMMONS, COMPLAINT OR INITIAL PLEADING IN ANY OTHER MANNER PERMITTED BY LAW.(u)

Consent to Jurisdiction; Venue. THE PARTIES HERETO BORROWERS, THE ADMINISTRATIVE AGENT, THE LC ISSUER AND EACH LENDER EACH HEREBY IRREVOCABLY SUBMIT AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE EXCLUSIVE JURISDICTION OF ANY FEDERAL OR THE SUPREME COURT OF THE STATE COURT LOCATED IN NEW YORK, OF NEW YORK OVER SITTING IN THE BOROUGH OF MANHATTAN, AND OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK SITTING IN THE BOROUGH OF MANHATTAN, AND ANY DISPUTE APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE TRANSACTIONS CONTEMPLATED HEREBY AND EACH PARTY PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH DISPUTE OR ANY SUIT, ACTION OR PROCEEDING RELATED THERETO SHALL MAY BE HEARD AND DETERMINED IN SUCH COURTSNEW YORK STATE OR, TO THE EXTENT PERMITTED BY LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR 103 IN ANY OTHER MANNER PROVIDED BY LAW. THE PARTIES BORROWERS, THE ADMINISTRATIVE AGENT, THE LC ISSUER AND EACH LENDER EACH HEREBY IRREVOCABLY WAIVEAND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWIT MAY LEGALLY AND EFFECTIVELY DO SO, ANY OBJECTION WHICH THEY IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUCH DISPUTE BROUGHT IN SUCH COURT SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY DEFENSE OTHER LOAN DOCUMENT IN ANY COURT REFERRED TO IN THIS PARAGRAPH OF INCONVENIENT FORUM FOR THE MAINTENANCE OF SUCH DISPUTETHIS SECTION. EACH OF THE PARTIES HERETO AGREES THAT A JUDGMENT HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH DISPUTE MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. EACH PARTY AGREES TO ACCEPT SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER INITIAL PLEADING MADE IN THE MANNER PROVIDED FOR THE GIVING OF NOTICES IN SECTION 12.16 OF THE PURCHASE AGREEMENT. NOTHING IN THIS SECTION, HOWEVER, SHALL AFFECT THE RIGHT OF ANY PARTY TO SERVE SUCH SUMMONS, COMPLAINT OR INITIAL PLEADING IN ANY OTHER MANNER PERMITTED BY LAWCOURT.

Consent to Jurisdiction; Venue. THE PARTIES HERETO HEREBY IRREVOCABLY SUBMIT SUBJECT TO THE LAST SENTENCE OF THIS SECTION 21(b), ANY JUDICIAL PROCEEDING BROUGHT BY OR AGAINST ANY PARTY WITH RESPECT TO THIS GUARANTY, THE OTHER TRANSACTION DOCUMENTS OR ANY RELATED AGREEMENT MAY BE BROUGHT IN ANY COURT OF COMPETENT JURISDICTION IN THE STATE OF NEW YORK, AND, BY EXECUTION AND DELIVERY OF THIS GUARANTY, EACH PARTY TO THIS GUARANTY ACCEPTS FOR ITSELF AND IN CONNECTION WITH ITS PROPERTIES, GENERALLY AND UNCONDITIONALLY, THE NON-EXCLUSIVE JURISDICTION OF THE AFORESAID COURTS, AND IRREVOCABLY AGREES TO BE BOUND BY ANY JUDGMENT RENDERED THEREBY IN CONNECTION WITH THIS GUARANTY. EACH PARTY TO THIS GUARANTY WAIVES PERSONAL SERVICE OF ANY AND ALL PROCESS UPON IT AND CONSENTS THAT ALL SUCH SERVICE OF PROCESS MAY BE MADE BY REGISTERED MAIL (RETURN RECEIPT REQUESTED) AT ITS ADDRESS SET FORTH IN SECTION 19 OF THIS GUARANTY AND SERVICE SO MADE SHALL BE DEEMED COMPLETED FIVE (5) DAYS AFTER THE SAME SHALL HAVE BEEN SO DEPOSITED IN THE MAILS OF THE UNITED STATES OF AMERICA. NOTHING HEREIN SHALL AFFECT THE RIGHT TO SERVE PROCESS IN ANY MANNER PERMITTED BY LAW OR SHALL LIMIT THE RIGHT OF THE INVESTOR TO BRING PROCEEDINGS AGAINST EACH PARTY TO THIS GUARANTY IN THE COURTS OF ANY OTHER JURISDICTION. EACH PARTY TO THIS GUARANTY HEREBY WAIVES ANY OBJECTION TO JURISDICTION AND VENUE OF ANY ACTION INSTITUTED HEREUNDER AND SHALL NOT ASSERT ANY DEFENSE BASED ON LACK OF JURISDICTION OR VENUE OR BASED UPON FORUM NON CONVENIENS. EACH PARTY TO THIS GUARANTY HEREBY WAIVES THE RIGHT TO REMOVE ANY JUDICIAL PROCEEDING BROUGHT AGAINST IT IN ANY STATE COURT TO ANY FEDERAL COURT. ANY JUDICIAL PROCEEDING BY ANY PARTY TO THIS GUARANTY INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER OR CLAIM IN ANY WAY ARISING OUT OF, RELATED TO OR CONNECTED WITH THIS GUARANTY OR ANY RELATED AGREEMENT, SHALL BE BROUGHT ONLY IN A FEDERAL OR STATE COURT LOCATED IN THE COUNTY OF NEW YORK, STATE OF NEW YORK OVER ANY DISPUTE ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY AND EACH PARTY HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH DISPUTE OR ANY SUIT, ACTION OR PROCEEDING RELATED THERETO SHALL BE HEARD AND DETERMINED IN SUCH COURTS. THE PARTIES HEREBY IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION WHICH THEY MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUCH DISPUTE BROUGHT IN SUCH COURT OR ANY DEFENSE OF INCONVENIENT FORUM FOR THE MAINTENANCE OF SUCH DISPUTE. EACH OF THE PARTIES HERETO AGREES THAT A JUDGMENT IN ANY SUCH DISPUTE MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. EACH PARTY AGREES TO ACCEPT SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER INITIAL PLEADING MADE IN THE MANNER PROVIDED FOR THE GIVING OF NOTICES IN SECTION 12.16 OF THE PURCHASE AGREEMENT. NOTHING IN THIS SECTION, HOWEVER, SHALL AFFECT THE RIGHT OF ANY PARTY TO SERVE SUCH SUMMONS, COMPLAINT OR INITIAL PLEADING IN ANY OTHER MANNER PERMITTED BY LAWYORK.

Consent to Jurisdiction; Venue. THE PARTIES HERETO BORROWERS, THE ADMINISTRATIVE AGENT, THE LC ISSUER AND EACH LENDER EACH HEREBY IRREVOCABLY SUBMIT AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE EXCLUSIVE JURISDICTION OF ANY FEDERAL OR THE SUPREME COURT OF THE STATE COURT LOCATED IN NEW YORK, OF NEW YORK OVER SITTING IN THE BOROUGH OF MANHATTAN, AND OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK SITTING IN THE BOROUGH OF MANHATTAN, AND ANY DISPUTE APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE TRANSACTIONS CONTEMPLATED HEREBY AND EACH PARTY PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH DISPUTE OR ANY SUIT, ACTION OR PROCEEDING RELATED THERETO SHALL MAY BE HEARD AND DETERMINED IN SUCH COURTS. THE PARTIES HEREBY IRREVOCABLY WAIVENEW YORK STATE OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION WHICH THEY MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUCH DISPUTE BROUGHT IN SUCH COURT OR ANY DEFENSE OF INCONVENIENT FORUM FOR THE MAINTENANCE OF SUCH DISPUTEFEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH DISPUTE 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. THE BORROWERS, THE ADMINISTRATIVE AGENT, THE LC ISSUER AND EACH PARTY AGREES LENDER EACH HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO ACCEPT SERVICE THE FULLEST EXTENT IT MAY LEGALLY AND EFFECTIVELY DO SO, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUMMONSSUIT, COMPLAINT ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER INITIAL PLEADING MADE LOAN DOCUMENT IN THE MANNER PROVIDED FOR THE GIVING ANY COURT REFERRED TO IN THIS PARAGRAPH OF NOTICES IN SECTION 12.16 THIS SECTION. EACH OF THE PURCHASE AGREEMENT. NOTHING IN THIS SECTIONPARTIES HERETO HEREBY IRREVOCABLY WAIVES, HOWEVER, SHALL AFFECT TO THE RIGHT OF ANY PARTY TO SERVE SUCH SUMMONS, COMPLAINT OR INITIAL PLEADING IN ANY OTHER MANNER FULLEST EXTENT PERMITTED BY LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.

Consent to Jurisdiction; Venue. THE PARTIES HERETO HEREBY IRREVOCABLY SUBMIT TO THE EXCLUSIVE JURISDICTION OF ANY FEDERAL LEGAL ACTION OR STATE COURT LOCATED IN NEW YORK, NEW YORK OVER ANY DISPUTE ARISING OUT OF OR RELATING PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY OTHER WORKOUT DOCUMENT MAY BE BROUGHT IN THE COURT OF COMMON PLEAS OF CUYAHOGA COUNTY, OHIO, OR OF THE TRANSACTIONS CONTEMPLATED HEREBY UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF OHIO, AND, BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH PARTY OF BORROWER PARTIES HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS ACCEPTS FOR ITSELF AND IN RESPECT OF ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, THE NON-EXCLUSIVE JURISDICTION OF THE AFORESAID COURTS. BORROWER PARTIES HEREBY FURTHER IRREVOCABLY CONSENT TO THE SERVICE OF PROCESS OUT OF ANY OF THE AFOREMENTIONED COURTS IN ANY SUCH DISPUTE OR ANY SUIT, ACTION OR PROCEEDING RELATED THERETO BY THE MAILING OF COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO BORROWER PARTIES AT THEIR RESPECTIVE ADDRESSES FOR NOTICES SET FORTH ABOVE. NOTHING HEREIN SHALL BE HEARD AND DETERMINED AFFECT THE RIGHT OF KCCI TO SERVE PROCESS IN SUCH COURTSANY OTHER MANNER PERMITTED BY LAW OR TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST BORROWER PARTIES IN ANY OTHER JURISDICTION. THE BORROWER PARTIES HEREBY IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WAIVE ANY OBJECTION WHICH THEY EITHER MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUCH DISPUTE OF THE AFORESAID ACTIONS OR PROCEEDINGS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER WORKOUT DOCUMENT BROUGHT IN SUCH COURT THE COURTS REFERRED TO ABOVE AND HEREBY FURTHER IRREVOCABLY WAIVE AND AGREE NOT TO PLEAD OR ANY DEFENSE OF INCONVENIENT FORUM FOR THE MAINTENANCE OF SUCH DISPUTE. EACH OF THE PARTIES HERETO AGREES THAT A JUDGMENT CLAIM IN ANY SUCH DISPUTE MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT COURT THAT ANY SUCH ACTION OR PROCEEDING BROUGHT IN ANY OTHER MANNER PROVIDED BY LAW. EACH PARTY AGREES TO ACCEPT SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER INITIAL PLEADING MADE SUCH COURT HAS BEEN BROUGHT IN THE MANNER PROVIDED FOR THE GIVING OF NOTICES IN SECTION 12.16 OF THE PURCHASE AGREEMENT. NOTHING IN THIS SECTION, HOWEVER, SHALL AFFECT THE RIGHT OF ANY PARTY TO SERVE SUCH SUMMONS, COMPLAINT OR INITIAL PLEADING IN ANY OTHER MANNER PERMITTED BY LAWAN INCONVENIENT FORUM.

Consent to Jurisdiction; Venue. ALL JUDICIAL PROCEEDINGS BROUGHT AGAINST THE PARTIES HERETO HEREBY IRREVOCABLY SUBMIT TO THE EXCLUSIVE JURISDICTION OF ANY FEDERAL OR STATE COURT LOCATED IN NEW YORK, NEW YORK OVER ANY DISPUTE ARISING OUT OF OR RELATING TO THIS AGREEMENT GUARANTY, OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY AND EACH PARTY HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH DISPUTE OR ANY SUITOBLIGATIONS HEREUNDER, ACTION OR PROCEEDING RELATED THERETO SHALL BE HEARD BROUGHT EXCLUSIVELY IN ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION IN THE STATE OF DELAWARE, COUNTY OF NEW CASTLE. BY EXECUTING AND DETERMINED IN SUCH COURTS. DELIVERING THIS GUARANTY, THE PARTIES HEREBY HERETO IRREVOCABLY WAIVE, TO (I) ACCEPT GENERALLY AND UNCONDITIONALLY THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EXCLUSIVE JURISDICTION AND VENUE OF THESE COURTS; (II) WAIVE ANY OBJECTION OBJECTIONS WHICH THEY SUCH PARTY MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUCH DISPUTE OF THE AFORESAID ACTIONS OR PROCEEDINGS ARISING OUT OF OR IN CONNECTION WITH THIS GUARANTY BROUGHT IN THE COURTS REFERRED TO IN CLAUSE (I) ABOVE AND HEREBY FURTHER IRREVOCABLY WAIVE AND AGREE NOT TO PLEAD OR CLAIM IN ANY SUCH COURT THAT SUCH ACTION OR PROCEEDING BROUGHT IN ANY DEFENSE SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM; (III) AGREE THAT SERVICE OF INCONVENIENT FORUM FOR THE MAINTENANCE OF ALL PROCESS IN ANY SUCH DISPUTEPROCEEDING IN ANY SUCH COURT MAY BE MADE BY REGISTERED OR CERTIFIED MAIL, RETURN RECEIPT REQUESTED, TO SUCH PARTY AT THEIR RESPECTIVE ADDRESSES PROVIDED IN ACCORDANCE WITH SECTION 6(a); AND (IV) AGREE THAT SERVICE AS PROVIDED IN CLAUSE (III) ABOVE IS SUFFICIENT TO CONFER PERSONAL JURISDICTION OVER SUCH PARTY IN ANY SUCH PROCEEDING IN ANY SUCH COURT, AND OTHERWISE CONSTITUTES EFFECTIVE AND BINDING SERVICE IN EVERY RESPECT. EACH OF THE PARTIES HERETO AGREES THAT A JUDGMENT UNCONDITIONALLY AND IRREVOCABLY WAIVE THEIR RIGHT TO TRIAL BY JURY IN ANY SUCH DISPUTE MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. EACH PARTY AGREES TO ACCEPT SERVICE OF ANY SUMMONS, COMPLAINT JUDICIAL PROCEEDING OR OTHER INITIAL PLEADING MADE IN THE MANNER PROVIDED FOR THE GIVING ACTION ARISING OUT OF NOTICES IN SECTION 12.16 OF THE PURCHASE AGREEMENT. NOTHING IN OR RELATING TO THIS SECTION, HOWEVER, SHALL AFFECT THE RIGHT OF ANY PARTY TO SERVE SUCH SUMMONS, COMPLAINT OR INITIAL PLEADING IN ANY OTHER MANNER PERMITTED BY LAWGUARANTY.

Consent to Jurisdiction; Venue. THE PARTIES HERETO COMPANY, FOR ITSELF, ITS ----------------------------- SUCCESSORS AND ASSIGNS, HEREBY (A) IRREVOCABLY SUBMIT SUBMITS TO THE EXCLUSIVE NONEXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS OF THE STATE OF TEXAS AND AGREES AND CONSENTS THAT SERVICE OF PROCESS MAY BE MADE UPON IT IN ANY FEDERAL OR STATE COURT LOCATED IN NEW YORK, NEW YORK OVER ANY DISPUTE LEGAL PROCEEDING ARISING OUT OF OR RELATING TO IN CONNECTION WITH THIS AGREEMENT OR ANY AND THE OBLIGATION BY SERVICE OF THE TRANSACTIONS CONTEMPLATED HEREBY AND EACH PARTY HEREBY PROCESS AS PROVIDED BY TEXAS LAW, (B) IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH DISPUTE OR ANY SUIT, ACTION OR PROCEEDING RELATED THERETO SHALL BE HEARD AND DETERMINED IN SUCH COURTS. THE PARTIES HEREBY IRREVOCABLY WAIVEWAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION WHICH THEY IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUCH DISPUTE LITIGATION ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT AND THE OBLIGATIONS BROUGHT IN SUCH THE COURTS OF DALLAS COUNTY, TEXAS, OR IN ANY UNITED STATES DISTRICT COURT OR ANY DEFENSE OF INCONVENIENT FORUM FOR THE MAINTENANCE NORTHERN DISTRICT OF SUCH DISPUTE. EACH OF THE PARTIES HERETO AGREES TEXAS, (C) IRREVOCABLY WAIVES ANY CLAIMS THAT A JUDGMENT ANY LITIGATION BROUGHT IN ANY SUCH DISPUTE MAY COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM, (D) AGREES TO DESIGNATE AND MAINTAIN AN AGENT FOR SERVICE OF PROCESS IN DALLAS, TEXAS IN CONNECTION WITH ANY SUCH LITIGATION AND TO DELIVER CHASE EVIDENCE THEREOF, (E) IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OUT OF ANY OF THE AFOREMENTIONED COURTS IN ANY SUCH LITIGATION BY THE MAILING OF COPIES THEREOF BY CERTIFIED MAIL, RETURN RECEIPT REQUESTED, POSTAGE PREPAID, TO CHASE AT ITS ADDRESS SET FORTH HEREIN AND (F) IRREVOCABLY AGREES THAT ANY LEGAL PROCEEDING AGAINST ANY LENDER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT SHALL BE ENFORCED BROUGHT IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT COURTS OF DALLAS COUNTY, TEXAS, OR IN ANY OTHER MANNER PROVIDED BY LAW. EACH PARTY AGREES TO ACCEPT SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER INITIAL PLEADING MADE IN THE MANNER PROVIDED UNITED STATES DISTRICT COURT FOR THE GIVING NORTHERN DISTRICT OF NOTICES IN SECTION 12.16 OF THE PURCHASE AGREEMENTTEXAS. NOTHING IN THIS SECTION, HOWEVER, HEREIN SHALL AFFECT THE RIGHT OF CHASE TO COMMENCE ANY PARTY LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST THE COMPANY IN ANY JURISDICTION OR TO SERVE SUCH SUMMONS, COMPLAINT OR INITIAL PLEADING PROCESS IN ANY OTHER MANNER MATTER PERMITTED BY APPLICABLE LAW.