Common use of Consent to Jurisdiction and Service of Process Clause in Contracts

Consent to Jurisdiction and Service of Process. THE PARTIES HERETO HEREBY CONSENT TO THE JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED WITHIN THE AREA ENCOMPASSED BY MILWAUKEE COUNTY, WISCONSIN AND IRREVOCABLY AGREE THAT ALL ACTIONS OR PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL BE LITIGATED IN SUCH COURTS. THE PARTIES HERETO EACH ACCEPT FOR ITSELF AND HIMSELF, AS THE CASE MAY BE, AND IN CONNECTION WITH ITS OR HIS, AS THE CASE MAY BE, RESPECTIVE PROPERTIES, GENERALLY AND UNCONDITIONALLY, THE EXCLUSIVE JURISDICTION AND VENUE OF THE AFORESAID COURTS AND WAIVE ANY DEFENSE OF FORUM NON CONVENIENS, AND IRREVOCABLY AGREE TO BE BOUND BY ANY NON-APPEALABLE JUDGMENT RENDERED THEREBY IN CONNECTION WITH THIS AGREEMENT. THE SELLER DESIGNATES CT CORPORATION SYSTEM AND SUCH OTHER PERSON AS MAY HEREINAFTER BE SELECTED BY THE SELLER WHO IRREVOCABLY AGREES IN WRITING TO SO SERVE AS AGENT FOR THE SELLER TO RECEIVE ALL PROCESS IN ANY SUCH PROCEEDINGS IN ANY SUCH COURT, SUCH SERVICE BEING HEREBY ACKNOWLEDGED BY THE PARTIES HERETO TO BE EFFECTIVE AND BINDING SERVICE IN EVERY RESPECT. A COPY OF ANY SUCH PROCESS SO SERVED SHALL BE MAILED BY REGISTERED MAIL TO THE PARTIES HERETO, AS PROVIDED HEREIN, EXCEPT THAT UNLESS OTHERWISE PROVIDED BY APPLICABLE LAW, ANY FAILURE TO MAIL SUCH COPY SHALL NOT AFFECT THE VALIDITY OF SERVICE OF PROCESS.

Consent to Jurisdiction and Service of Process. THE PARTIES HERETO HEREBY CONSENT WAIVER OF JURY TRIAL AND CERTAIN DAMAGE CLAIMS. ALL JUDICIAL PROCEEDINGS BROUGHT AGAINST BORROWER WITH RESPECT TO THE JURISDICTION OF THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT MAY BE, AND ALL JUDICIAL PROCEEDINGS BROUGHT BY BORROWER WITH RESPECT TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT SHALL BE, BROUGHT IN ANY STATE OR FEDERAL COURT LOCATED OF COMPETENT JURISDICTION HAVING SITUS WITHIN THE AREA ENCOMPASSED COMMONWEALTH OF MASSACHUSETTS, AND BY MILWAUKEE COUNTYEXECUTION AND DELIVERY OF THIS AGREEMENT, WISCONSIN AND IRREVOCABLY AGREE THAT ALL ACTIONS OR PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL BE LITIGATED IN SUCH COURTS. THE PARTIES HERETO EACH ACCEPT BORROWER ACCEPTS, FOR ITSELF AND HIMSELF, AS THE CASE MAY BE, AND IN CONNECTION WITH ITS OR HIS, AS THE CASE MAY BE, RESPECTIVE PROPERTIES, GENERALLY AND UNCONDITIONALLY, THE EXCLUSIVE JURISDICTION AND VENUE OF THE AFORESAID COURTS AND WAIVE ANY DEFENSE OF FORUM NON CONVENIENSCOURTS, AND IRREVOCABLY AGREE AGREES TO BE BOUND BY ANY NON-APPEALABLE FINAL JUDGMENT RENDERED THEREBY FROM WHICH NO APPEAL HAS BEEN TAKEN OR IS AVAILABLE. BORROWER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OF ANY OF THE AFOREMENTIONED COURTS IN CONNECTION WITH THIS AGREEMENT. THE SELLER DESIGNATES CT CORPORATION SYSTEM AND ANY SUCH OTHER PERSON AS MAY HEREINAFTER BE SELECTED ACTION OR PROCEEDING BY THE SELLER WHO MAILING OF COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO ITS NOTICE ADDRESS SPECIFIED ON THE SIGNATURE PAGES HEREOF. BORROWER, AGENT AND LENDERS EACH IRREVOCABLY AGREES WAIVES (i) TRIAL BY JURY IN WRITING ANY ACTION OR PROCEEDING WITH RESPECT TO SO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, AND (ii) ANY OBJECTION (INCLUDING, WITHOUT LIMITATION, ANY OBJECTION OF THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS) WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY SUCH ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT IN ANY JURISDICTION SET FORTH ABOVE. EXCEPT TO THE EXTENT EXPRESSLY PROHIBITED BY LAW, THE BORROWER HEREBY WAIVES ANY RIGHT IT MAY HAVE TO CLAIM OR RECOVER IN ANY ACTION OR PROCEEDING REFERRED TO IN THE PRECEDING SENTENCE ANY SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES OTHER THAN, OR IN ADDITION TO, ACTUAL DAMAGES, INCLUDING ANY DAMAGES PURSUANT TO M.G.L. C.93A ET SEQ. NOTHING HEREIN SHALL AFFECT THE RIGHT TO SERVE AS AGENT FOR THE SELLER TO RECEIVE ALL PROCESS IN ANY SUCH OTHER MANNER PERMITTED BY LAW OR SHALL LIMIT THE RIGHT OF AGENT OR ANY LENDER TO BRING PROCEEDINGS AGAINST BORROWER IN ANY SUCH COURT, SUCH SERVICE BEING HEREBY ACKNOWLEDGED BY THE PARTIES HERETO TO BE EFFECTIVE AND BINDING SERVICE IN EVERY RESPECT. A COPY COURTS OF ANY SUCH PROCESS SO SERVED SHALL BE MAILED BY REGISTERED MAIL TO THE PARTIES HERETO, AS PROVIDED HEREIN, EXCEPT THAT UNLESS OTHERWISE PROVIDED BY APPLICABLE LAW, ANY FAILURE TO MAIL SUCH COPY SHALL NOT AFFECT THE VALIDITY OF SERVICE OF PROCESSOTHER JURISDICTION.

Consent to Jurisdiction and Service of Process. EACH OF THE PARTIES HERETO HEREBY CONSENT CONSENTS TO THE EXCLUSIVE JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED WITHIN THE AREA ENCOMPASSED BY MILWAUKEE COUNTY, WISCONSIN STATE OF DELAWARE AND ANY APPELLATE COURT THEREOF AND IRREVOCABLY AGREE AGREES THAT ALL ACTIONS OR PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AMENDMENT, THE MERGER OR THE OTHER TRANSACTIONS CONTEMPLATED BY THE MERGER AGREEMENT (OTHER THAN ACTIONS RELATING TO THE FIDUCIARY DUTIES OF DIRECTORS OF THE COMPANY OR THE BUYER WHICH ACTIONS SHALL BE LITIGATED IN THE JURISDICTION IN WHICH SUCH CORPORATION IS DOMICILED) MAY BE LITIGATED IN SUCH COURTS. EACH OF THE PARTIES HERETO EACH ACCEPT ACCEPTS FOR ITSELF AND HIMSELF, AS THE CASE MAY BE, AND IN CONNECTION WITH ITS OR HIS, AS THE CASE MAY BE, RESPECTIVE PROPERTIES, GENERALLY AND UNCONDITIONALLY, THE EXCLUSIVE JURISDICTION AND VENUE OF THE AFORESAID COURTS AND WAIVE WAIVES ANY DEFENSE OF FORUM NON CONVENIENS, AND IRREVOCABLY AGREE AGREES TO BE BOUND BY ANY NON-APPEALABLE FINAL AND NONAPPEALABLE JUDGMENT RENDERED THEREBY IN CONNECTION WITH THIS AGREEMENT. AMENDMENT, THE SELLER DESIGNATES CT CORPORATION SYSTEM AND SUCH MERGER OR THE OTHER PERSON AS MAY HEREINAFTER BE SELECTED TRANSACTIONS CONTEMPLATED BY THE SELLER WHO MERGER AGREEMENT (OTHER THAN FIDUCIARY DUTIES). EACH OF THE PARTIES HERETO FURTHER IRREVOCABLY AGREES IN WRITING CONSENTS TO SO SERVE AS AGENT FOR THE SELLER TO RECEIVE ALL SERVICE OF PROCESS OUT OF ANY OF THE AFOREMENTIONED COURTS IN ANY SUCH PROCEEDINGS ACTION OR PROCEEDING BY THE MAILING OF COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO SUCH PARTY AT THE ADDRESS SPECIFIED IN ANY SUCH COURTTHE MERGER AGREEMENT, SUCH SERVICE BEING HEREBY ACKNOWLEDGED BY TO BECOME EFFECTIVE 15 CALENDAR DAYS AFTER SUCH MAILING. NOTHING HEREIN WILL IN ANY WAY BE DEEMED TO LIMIT THE PARTIES ABILITY OF ANY PARTY HERETO TO BE EFFECTIVE AND BINDING SERVICE IN EVERY RESPECT. A COPY OF SERVE ANY SUCH PROCESS SO SERVED SHALL BE MAILED LEGAL PROCESS, SUMMONS, NOTICES AND DOCUMENTS IN ANY OTHER MANNER PERMITTED BY REGISTERED MAIL APPLICABLE LAW OR TO THE PARTIES HERETOOBTAIN JURISDICTION OVER OR TO BRING ACTIONS, SUITS OR PROCEEDINGS AGAINST ANY OTHER PARTY HERETO IN SUCH OTHER JURISDICTIONS, AND IN SUCH MANNER, AS PROVIDED HEREIN, EXCEPT THAT UNLESS OTHERWISE PROVIDED MAY BE PERMITTED BY ANY APPLICABLE LAW, ANY FAILURE TO MAIL SUCH COPY SHALL NOT AFFECT THE VALIDITY OF SERVICE OF PROCESS.

Consent to Jurisdiction and Service of Process. EACH OF THE PARTIES HERETO LOAN PARTIES, ADMINISTRATIVE AGENT AND LENDERS HEREBY CONSENT IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF ANY STATE OR UNITED STATES FEDERAL COURT LOCATED WITHIN OR STATE COURT IN THE AREA ENCOMPASSED BY MILWAUKEE COUNTYSTATE OF COLORADO, WISCONSIN AND IRREVOCABLY AGREE THAT ALL ACTIONS HAVING SUBJECT MATTER JURISDICTION OVER ANY ACTION OR PROCEEDINGS PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL BE LITIGATED IN SUCH COURTSANY LOAN DOCUMENTS. THE PARTIES HERETO EACH ACCEPT FOR ITSELF AND HIMSELF, AS THE CASE MAY BE, AND IN CONNECTION WITH ITS OR HIS, AS THE CASE MAY BE, RESPECTIVE PROPERTIES, GENERALLY AND UNCONDITIONALLY, THE EXCLUSIVE JURISDICTION AND VENUE OF THE AFORESAID COURTS LOAN PARTIES, ADMINISTRATIVE AGENT AND WAIVE ANY DEFENSE OF FORUM NON CONVENIENS, AND IRREVOCABLY AGREE TO BE BOUND BY ANY NON-APPEALABLE JUDGMENT RENDERED THEREBY IN CONNECTION WITH THIS AGREEMENT. THE SELLER DESIGNATES CT CORPORATION SYSTEM AND SUCH OTHER PERSON AS MAY HEREINAFTER BE SELECTED BY THE SELLER WHO LENDERS HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS IN WRITING TO SO SERVE AS AGENT FOR THE SELLER TO RECEIVE ALL PROCESS RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH PROCEEDINGS COURT AND IRREVOCABLY WAIVES ANY OBJECTION IT MAY NOW OR HEREAFTER HAVE AS TO THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT, PERSONAL JURISDICTION OF ANY SUCH SERVICE BEING HEREBY ACKNOWLEDGED BY COURT OR THAT SUCH COURT IS AN INCONVENIENT FORUM. NOTHING HEREIN SHALL LIMIT THE PARTIES RIGHT OF ANY PARTY HERETO TO BRING PROCEEDINGS AGAINST ANY OTHER PARTY HERETO IN THE COURTS OF ANY OTHER JURISDICTION. (A) EACH OF THE LOAN PARTIES, ADMINISTRATIVE AGENT AND LENDERS HEREBY AGREES THAT SERVICE OF THE SUMMONS AND COMPLAINT AND ALL OTHER PROCESS WHICH MAY BE EFFECTIVE AND BINDING SERVICE SERVED IN EVERY RESPECT. ANY SUCH SUIT, ACTION OR PROCEEDING MAY BE EFFECTED BY MAILING BY REGISTERED MAIL, RETURN RECEIPT REQUESTED, A COPY OF ANY SUCH PROCESS SO SERVED TO A LOAN PARTY, ADMINISTRATIVE AGENT OR A LENDER AT THE ADDRESS TO WHICH NOTICES TO SUCH LOAN PARTY, ADMINISTRATIVE AGENT OR SUCH LENDERS ARE THEN TO BE SENT PURSUANT TO SUBSECTION 9.3 AND THAT PERSONAL SERVICE OF PROCESS SHALL NOT BE REQUIRED. NOTHING HEREIN SHALL BE MAILED BY REGISTERED MAIL CONSTRUED TO THE PARTIES HERETO, AS PROVIDED HEREIN, EXCEPT THAT UNLESS OTHERWISE PROVIDED BY APPLICABLE LAW, ANY FAILURE TO MAIL SUCH COPY SHALL NOT AFFECT THE VALIDITY OF PROHIBIT SERVICE OF PROCESSPROCESS BY ANY OTHER METHOD PERMITTED BY LAW.

Consent to Jurisdiction and Service of Process. EACH OF THE SELLER PARTIES HERETO HEREBY CONSENT AND THE PURCHASER CONSENTS TO THE JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED WITHIN THE AREA ENCOMPASSED BY MILWAUKEE COUNTYCOUNTY OF NEW YORK, WISCONSIN STATE OF NEW YORK, AND IRREVOCABLY AGREE AGREES THAT ALL ACTIONS OR PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL OR THE TRANSACTION DOCUMENTS MAY BE LITIGATED IN SUCH COURTS. EACH OF THE SELLER PARTIES HERETO EACH ACCEPT AND THE PURCHASER ACCEPTS FOR ITSELF AND HIMSELF, AS THE CASE MAY BE, AND IN CONNECTION WITH ITS OR HIS, AS THE CASE MAY BE, RESPECTIVE PROPERTIES, GENERALLY AND UNCONDITIONALLY, THE EXCLUSIVE NONEXCLUSIVE JURISDICTION AND VENUE OF THE AFORESAID COURTS AND WAIVE WAIVES ANY DEFENSE OF FORUM NON CONVENIENS, AND IRREVOCABLY AGREE AGREES TO BE BOUND BY ANY NON-APPEALABLE JUDGMENT RENDERED THEREBY IN CONNECTION WITH THIS AGREEMENTAGREEMENT OR THE TRANSACTION DOCUMENTS. EACH OF THE SELLER DESIGNATES CT CORPORATION SYSTEM PARTIES AND SUCH OTHER PERSON AS MAY HEREINAFTER BE SELECTED BY THE SELLER WHO PURCHASER FURTHER IRREVOCABLY AGREES IN WRITING CONSENTS TO SO SERVE AS AGENT FOR THE SELLER TO RECEIVE ALL SERVICE OF PROCESS OUT OF ANY OF THE AFOREMENTIONED COURTS IN ANY SUCH PROCEEDINGS ACTION OR PROCEEDING BY THE MAILING OF COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO IT AT THE ADDRESS SPECIFIED IN ANY SUCH COURTTHIS AGREEMENT, SUCH SERVICE BEING HEREBY ACKNOWLEDGED TO BECOME EFFECTIVE 15 DAYS AFTER SUCH MAILING. NOTHING HEREIN SHALL IN ANY WAY BE DEEMED TO LIMIT THE ABILITY OF ANY PARTY HERETO TO SERVE ANY SUCH LEGAL PROCESS, SUMMONS, NOTICES AND DOCUMENTS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW OR TO OBTAIN JURISDICTION OVER OR TO BRING ACTIONS, SUITS OR PROCEEDINGS AGAINST ANY OF THE OTHER PARTIES HERETO TO BE EFFECTIVE IN SUCH OTHER JURISDICTIONS, AND BINDING SERVICE IN EVERY RESPECT. A COPY OF ANY SUCH PROCESS SO SERVED SHALL BE MAILED BY REGISTERED MAIL TO THE PARTIES HERETOMANNER, AS PROVIDED HEREIN, EXCEPT THAT UNLESS OTHERWISE PROVIDED MAY BE PERMITTED BY ANY APPLICABLE LAW, ANY FAILURE TO MAIL SUCH COPY SHALL NOT AFFECT THE VALIDITY OF SERVICE OF PROCESS.

Consent to Jurisdiction and Service of Process. (a) ANY CLAIM, CONTROVERSY OR DISPUTE UNDER, ARISING OUT OF OR RELATING TO THIS AGREEMENT, WHETHER BASED IN CONTRACT (AT LAW OR IN EQUITY), TORT OR ANY OTHER THEORY, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS OF LAW RULES THAT WOULD RESULT IN THE APPLICATION OF A DIFFERENT GOVERNING LAW. (b) THE COMPANY AND EACH OTHER OBLIGOR HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE EXCLUSIVE JURISDICTION OF THE SUPREME COURT OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO HEREBY CONSENT IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING SHALL BE HEARD AND DETERMINED IN SUCH NEW YORK STATE OR, TO THE JURISDICTION 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 IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS AGREEMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT OR ANY ISSUING BANK OR ANY LENDER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT AGAINST THE COMPANY OR ANY OTHER OBLIGOR OR ITS PROPERTIES IN THE COURTS OF ANY STATE JURISDICTION. THE COMPANY AND EACH OTHER OBLIGOR HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT IT MAY LEGALLY AND EFFECTIVELY DO SO, ANY OBJECTION WHICH IT MAY NOW OR FEDERAL COURT LOCATED WITHIN HEREAFTER HAVE TO THE AREA ENCOMPASSED BY MILWAUKEE COUNTYLAYING OF VENUE OF ANY SUIT, WISCONSIN AND IRREVOCABLY AGREE THAT ALL ACTIONS ACTION OR PROCEEDINGS PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL BE LITIGATED IN SUCH COURTSANY COURT REFERRED TO IN THIS SECTION 9.12(B). EACH OF THE PARTIES HERETO EACH ACCEPT FOR ITSELF AND HIMSELFHEREBY IRREVOCABLY WAIVES, AS TO THE CASE MAY BE, AND IN CONNECTION WITH ITS OR HIS, AS THE CASE MAY BE, RESPECTIVE PROPERTIES, GENERALLY AND UNCONDITIONALLYFULLEST EXTENT PERMITTED BY LAW, THE EXCLUSIVE JURISDICTION AND VENUE OF THE AFORESAID COURTS AND WAIVE ANY DEFENSE OF AN INCONVENIENT FORUM NON CONVENIENS, AND IRREVOCABLY AGREE TO BE BOUND BY ANY NON-APPEALABLE JUDGMENT RENDERED THEREBY IN CONNECTION WITH THIS AGREEMENT. THE SELLER DESIGNATES CT CORPORATION SYSTEM AND MAINTENANCE OF SUCH OTHER PERSON AS MAY HEREINAFTER BE SELECTED BY THE SELLER WHO IRREVOCABLY AGREES IN WRITING TO SO SERVE AS AGENT FOR THE SELLER TO RECEIVE ALL PROCESS IN ANY SUCH PROCEEDINGS ACTION OR PROCEEDING IN ANY SUCH COURT, SUCH . (c) EACH PARTY TO THIS AGREEMENT IRREVOCABLY CONSENTS TO SERVICE BEING HEREBY ACKNOWLEDGED BY OF PROCESS IN THE PARTIES HERETO TO BE EFFECTIVE AND BINDING SERVICE MANNER PROVIDED FOR NOTICES IN EVERY RESPECTSECTION 11.01 OF THE CREDIT AGREEMENT. A COPY NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY SUCH PARTY TO THIS AGREEMENT TO SERVE PROCESS SO SERVED SHALL BE MAILED IN ANY OTHER MANNER PERMITTED BY REGISTERED MAIL TO THE PARTIES HERETO, AS PROVIDED HEREIN, EXCEPT THAT UNLESS OTHERWISE PROVIDED BY APPLICABLE LAW, ANY FAILURE TO MAIL SUCH COPY SHALL NOT AFFECT THE VALIDITY OF SERVICE OF PROCESS.

Consent to Jurisdiction and Service of Process. THE PARTIES EACH PARTY HERETO HEREBY CONSENT CONSENTS TO THE EXCLUSIVE JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED WITHIN THE AREA ENCOMPASSED BY MILWAUKEE COUNTY, WISCONSIN STATE OF DELAWARE AND IRREVOCABLY AGREE AGREES THAT ALL ACTIONS OR PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL OR THE TRANSACTIONS CONTEMPLATED HEREBY MAY BE LITIGATED ONLY IN SUCH COURTS. THE PARTIES EACH PARTY HERETO EACH ACCEPT ACCEPTS FOR ITSELF AND HIMSELF, AS THE CASE MAY BE, AND IN CONNECTION WITH ITS OR HIS, AS THE CASE MAY BE, RESPECTIVE PROPERTIES, GENERALLY AND UNCONDITIONALLY, THE EXCLUSIVE JURISDICTION AND VENUE OF THE AFORESAID SUCH COURTS AND WAIVE WAIVES ANY DEFENSE OF FORUM NON CONVENIENS, AND IRREVOCABLY AGREE AGREES TO BE BOUND BY ANY NON-APPEALABLE JUDGMENT RENDERED THEREBY IN CONNECTION WITH THIS AGREEMENTAGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY HERETO IRREVOCABLY CONSENTS TO THE SELLER DESIGNATES CT CORPORATION SYSTEM AND SERVICE OF PROCESS OUT OF ANY OF SUCH OTHER PERSON AS MAY HEREINAFTER BE SELECTED BY THE SELLER WHO IRREVOCABLY AGREES IN WRITING TO SO SERVE AS AGENT FOR THE SELLER TO RECEIVE ALL PROCESS COURTS IN ANY SUCH PROCEEDINGS ACTION OR PROCEEDING BY THE MAILING OF COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO SUCH PARTY AT THE ADDRESS SPECIFIED IN ANY SUCH COURTTHIS AGREEMENT, SUCH SERVICE BEING HEREBY ACKNOWLEDGED BY TO BECOME EFFECTIVE FIFTEEN (15) CALENDAR DAYS AFTER SUCH MAILING. NOTHING HEREIN SHALL IN ANY WAY BE DEEMED TO LIMIT THE PARTIES ABILITY OF EITHER PARTY HERETO TO BE EFFECTIVE AND BINDING SERVICE IN EVERY RESPECT. A COPY OF SERVE ANY SUCH PROCESS SO SERVED SHALL BE MAILED BY REGISTERED MAIL TO THE PARTIES HERETOLEGAL PROCESS, AS PROVIDED HEREINSUMMONS, EXCEPT THAT UNLESS OTHERWISE PROVIDED NOTICES AND DOCUMENTS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW, ANY FAILURE TO MAIL SUCH COPY SHALL NOT AFFECT THE VALIDITY OF SERVICE OF PROCESS.

Consent to Jurisdiction and Service of Process. THE PARTIES HERETO COMPANY HEREBY CONSENT CONSENTS TO THE JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED WITHIN THE AREA ENCOMPASSED BY MILWAUKEE COUNTYCOUNTY OF NEW YORK, WISCONSIN STATE OF NEW YORK AND IRREVOCABLY AGREE THAT AGREES THAT, SUBJECT TO THE ELECTION OF ANY PURCHASER OR ANY HOLDER OF REGISTRABLE SECURITIES, ALL ACTIONS OR PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL MAY BE LITIGATED IN SUCH COURTS. THE PARTIES HERETO EACH ACCEPT COMPANY ACCEPTS FOR ITSELF AND HIMSELF, AS THE CASE MAY BE, AND IN CONNECTION WITH ITS OR HIS, AS THE CASE MAY BE, RESPECTIVE PROPERTIES, GENERALLY AND UNCONDITIONALLY, THE EXCLUSIVE NONEXCLUSIVE JURISDICTION AND VENUE OF THE AFORESAID COURTS AND WAIVE WAIVES ANY DEFENSE OF FORUM NON CONVENIENSCONVENIENCE, AND IRREVOCABLY AGREE AGREES TO BE BOUND BY ANY NON-APPEALABLE JUDGMENT RENDERED THEREBY IN CONNECTION WITH THIS AGREEMENT. THE SELLER DESIGNATES CT CORPORATION SYSTEM AND SUCH OTHER PERSON AS MAY HEREINAFTER BE SELECTED BY THE SELLER WHO IRREVOCABLY AGREES IN WRITING TO SO SERVE AS AGENT FOR THE SELLER TO RECEIVE ALL PROCESS IN ANY SUCH PROCEEDINGS IN ANY SUCH COURT, SUCH SERVICE BEING HEREBY ACKNOWLEDGED BY THE PARTIES HERETO TO BE EFFECTIVE AND BINDING SERVICE IN EVERY RESPECT. A COPY OF ANY SUCH PROCESS SO SERVED SHALL BE MAILED BY REGISTERED MAIL TO THE PARTIES HERETO, AS COMPANY AT THE ADDRESS OF THE COMPANY PROVIDED HEREININ SECTION 20 HEREOF, EXCEPT THAT UNLESS OTHERWISE PROVIDED BY APPLICABLE LAW, ANY FAILURE TO MAIL SUCH COPY SHALL NOT AFFECT THE VALIDITY OF SERVICE OF PROCESS. AS AN ALTERNATIVE TO SERVICE OF PROCESS ON SUCH AGENT (WHETHER OR NOT ANY SUCH AGENT HAS BEEN APPOINTED), THE COMPANY HEREBY AGREES THAT SERVICE UPON IT BY MAIL SHALL CONSTITUTE SUFFICIENT NOTICE AND SERVICE OF PROCESS. NOTHING HEREIN SHALL AFFECT RIGHT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR SHALL LIMIT THE RIGHT OF ANY HOLDER OF REGISTRABLE SECURITIES TO BRING PROCEEDINGS OR OBTAIN OR ENFORCE JUDGMENTS AGAINST THE COMPANY IN THE COURTS OF ANY OTHER JURISDICTION.

Consent to Jurisdiction and Service of Process. THE PARTIES HERETO COMPANY HEREBY CONSENT CONSENTS TO THE JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED WITHIN THE AREA ENCOMPASSED BY MILWAUKEE COUNTYCOUNTY OF NEW YORK, WISCONSIN STATE OF NEW YORK AND IRREVOCABLY AGREE THAT AGREES THAT, SUBJECT TO THE ELECTION OF ANY PURCHASER OR ANY OTHER HOLDER OF SECURITIES, ALL ACTIONS OR PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL PURCHASE AGREEMENT, THE OTHER TRANSACTION DOCUMENTS OR THE SECURITIES MAY BE LITIGATED IN SUCH COURTS. THE PARTIES HERETO EACH ACCEPT COMPANY ACCEPTS FOR ITSELF AND HIMSELF, AS THE CASE MAY BE, AND IN CONNECTION WITH ITS OR HIS, AS THE CASE MAY BE, RESPECTIVE PROPERTIES, GENERALLY AND UNCONDITIONALLY, THE EXCLUSIVE NONEXCLUSIVE JURISDICTION AND VENUE OF THE AFORESAID COURTS AND WAIVE WAIVES ANY DEFENSE OF FORUM NON CONVENIENSCONVENIENCE, AND IRREVOCABLY AGREE AGREES TO BE BOUND BY ANY NON-APPEALABLE JUDGMENT RENDERED THEREBY IN CONNECTION WITH THIS PURCHASE AGREEMENT. , THE SELLER DESIGNATES CT CORPORATION SYSTEM OTHER TRANSACTION DOCUMENTS, AND SUCH OTHER PERSON AS MAY HEREINAFTER BE SELECTED BY THE SELLER WHO IRREVOCABLY AGREES IN WRITING TO SO SERVE AS AGENT FOR THE SELLER TO RECEIVE ALL PROCESS IN ANY SUCH PROCEEDINGS IN ANY SUCH COURT, SUCH SERVICE BEING HEREBY ACKNOWLEDGED BY THE PARTIES HERETO TO BE EFFECTIVE AND BINDING SERVICE IN EVERY RESPECTSECURITIES. A COPY OF ANY SUCH PROCESS SO SERVED SHALL BE MAILED BY REGISTERED MAIL TO THE PARTIES HERETO, AS COMPANY AT THE ADDRESS OF THE COMPANY PROVIDED HEREININ SECTION 17 HEREOF, EXCEPT THAT UNLESS OTHERWISE PROVIDED BY APPLICABLE LAW, ANY FAILURE TO MAIL SUCH COPY SHALL NOT AFFECT THE VALIDITY OF SERVICE OF PROCESS. AS AN ALTERNATIVE TO SERVICE OF PROCESS ON SUCH AGENT (WHETHER OR NOT ANY SUCH AGENT HAS BEEN APPOINTED), THE COMPANY HEREBY AGREES THAT SERVICE UPON IT BY MAIL SHALL CONSTITUTE SUFFICIENT NOTICE AND SERVICE OF PROCESS. NOTHING HEREIN SHALL AFFECT RIGHT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR SHALL LIMIT THE RIGHT OF THE PURCHASERS OR ANY OTHER HOLDER OF SECURITIES TO BRING PROCEEDINGS OR OBTAIN OR ENFORCE JUDGMENTS AGAINST THE COMPANY IN THE COURTS OF ANY OTHER JURISDICTION.

Consent to Jurisdiction and Service of Process. EACH OF THE PARTIES HERETO HEREBY CONSENT CONSENTS TO THE JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED WITHIN THE AREA ENCOMPASSED BY MILWAUKEE COUNTY, WISCONSIN STATE OF IDAHO AND IRREVOCABLY AGREE AGREES THAT ALL ACTIONS OR PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE ACQUISITION OR THE OTHER TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT SHALL MAY BE LITIGATED IN SUCH COURTS. EACH OF THE PARTIES HERETO EACH ACCEPT ACCEPTS FOR ITSELF AND HIMSELF, AS THE CASE MAY BE, AND IN CONNECTION WITH ITS OR HIS, AS THE CASE MAY BE, RESPECTIVE PROPERTIES, GENERALLY AND UNCONDITIONALLY, THE EXCLUSIVE JURISDICTION AND VENUE OF THE AFORESAID COURTS AND WAIVE WAIVES ANY DEFENSE OF FORUM NON CONVENIENS, AND IRREVOCABLY AGREE AGREES TO BE BOUND BY ANY NON-APPEALABLE FINAL AND NONAPPEALABLE JUDGMENT RENDERED THEREBY IN CONNECTION WITH THIS AGREEMENT, THE ACQUISITION OR THE OTHER TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH OF THE SELLER DESIGNATES CT CORPORATION SYSTEM AND SUCH OTHER PERSON AS MAY HEREINAFTER BE SELECTED BY PARTIES HERETO FURTHER IRREVOCABLY CONSENTS TO THE SELLER WHO IRREVOCABLY AGREES IN WRITING TO SO SERVE AS AGENT FOR SERVICE OF PROCESS OUT OF ANY OF THE SELLER TO RECEIVE ALL PROCESS AFOREMENTIONED COURTS IN ANY SUCH PROCEEDINGS ACTION OR PROCEEDING BY THE MAILING OF COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO SUCH PARTY AT THE ADDRESS SPECIFIED IN ANY SUCH COURTTHIS AGREEMENT, SUCH SERVICE BEING HEREBY ACKNOWLEDGED BY TO BECOME EFFECTIVE 15 CALENDAR DAYS AFTER SUCH MAILING. NOTHING HEREIN WILL IN ANY WAY BE DEEMED TO LIMIT THE PARTIES ABILITY OF ANY PARTY HERETO TO BE EFFECTIVE AND BINDING SERVICE IN EVERY RESPECT. A COPY OF SERVE ANY SUCH PROCESS SO SERVED SHALL BE MAILED LEGAL PROCESS, SUMMONS, NOTICES AND DOCUMENTS IN ANY OTHER MANNER PERMITTED BY REGISTERED MAIL APPLICABLE LAW OR TO THE PARTIES HERETOOBTAIN JURISDICTION OVER OR TO BRING ACTIONS, SUITS OR PROCEEDINGS AGAINST ANY OTHER PARTY HERETO IN SUCH OTHER JURISDICTIONS, AND IN SUCH MANNER, AS PROVIDED HEREIN, EXCEPT THAT UNLESS OTHERWISE PROVIDED MAY BE PERMITTED BY ANY APPLICABLE LAW, ANY FAILURE TO MAIL SUCH COPY SHALL NOT AFFECT THE VALIDITY OF SERVICE OF PROCESS.

Consent to Jurisdiction and Service of Process. THE PARTIES HERETO HEREBY CONSENT ALL JUDICIAL ---------------------------------------------- PROCEEDINGS BROUGHT AGAINST PLEDGOR WITH RESPECT TO THE JURISDICTION OF THIS AGREEMENT MAY BE BROUGHT IN ANY STATE OR FEDERAL COURT LOCATED WITHIN OF COMPETENT JURISDICTION IN THE AREA ENCOMPASSED COMMONWEALTH OF MASSACHUSETTS AND BY MILWAUKEE COUNTYEXECUTION AND DELIVERY OF THIS AGREEMENT, WISCONSIN AND IRREVOCABLY AGREE THAT ALL ACTIONS OR PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL BE LITIGATED IN SUCH COURTS. THE PARTIES HERETO EACH ACCEPT PLEDGOR ACCEPTS FOR ITSELF AND HIMSELF, AS THE CASE MAY BE, AND IN CONNECTION WITH ITS OR HIS, AS THE CASE MAY BE, RESPECTIVE PROPERTIES, GENERALLY AND UNCONDITIONALLY, UNCONDITIONALLY THE EXCLUSIVE NONEXCLUSIVE JURISDICTION AND VENUE OF THE AFORESAID COURTS AND WAIVE ANY DEFENSE OF FORUM NON CONVENIENS, AND IRREVOCABLY AGREE AGREES TO BE BOUND BY ANY NON-APPEALABLE JUDGMENT RENDERED THEREBY IN CONNECTION WITH THIS AGREEMENT. THE SELLER PARTIES HERETO HEREBY IRREVOCABLY WAIVE TRIAL BY JURY, AND PLEDGOR HEREBY IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING, WITHOUT LIMITATION, ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY SUCH ACTION NOR PROCEEDING IN SUCH RESPECTIVE JURISDICTIONS. IN THE EVENT THAT PLEDGOR DESIGNATES CT CORPORATION SYSTEM AND APPOINTS ANY PERSON AS ITS AGENTS AND SUCH OTHER PERSON AS MAY HEREINAFTER BE SELECTED BY THE SELLER WHO IRREVOCABLY AGREES IN WRITING TO SO SERVE AS PLEDGOR'S AGENT FOR THE SELLER TO RECEIVE ON PLEDGOR'S BEHALF SERVICE OF ALL PROCESS IN ANY SUCH PROCEEDINGS IN ANY SUCH COURT, SUCH SERVICE BEING IS HEREBY ACKNOWLEDGED BY THE PARTIES HERETO PLEDGOR TO BE EFFECTIVE AND BINDING SERVICE IN EVERY RESPECT. A COPY OF ANY SUCH PROCESS SO SERVED SHALL BE MAILED BY REGISTERED MAIL TO THE PARTIES HERETOPLEDGOR, AS PROVIDED HEREIN, EXCEPT AND PLEDGOR HEREBY AGREES THAT UNLESS OTHERWISE PROVIDED SERVICE UPON IT BY APPLICABLE LAW, ANY FAILURE TO MAIL SUCH COPY CONSTITUTES SUFFICIENT NOTICE. NOTHING HEREIN SHALL NOT AFFECT THE VALIDITY RIGHT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR SHALL LIMIT THE RIGHT OF SERVICE THE LENDER TO BRING PROCEEDINGS AGAINST PLEDGOR IN THE COURTS OF PROCESSANY OTHER JURISDICTION.

Consent to Jurisdiction and Service of Process. ALL JUDICIAL PROCEEDINGS BROUGHT AGAINST THE PARTIES HERETO HEREBY CONSENT GUARANTOR WITH RESPECT TO THE JURISDICTION OF THIS GUARANTEE MAY BE BROUGHT IN ANY STATE OR FEDERAL COURT LOCATED WITHIN OF COMPETANT JURISDICTION IN THE AREA ENCOMPASSED STATE OF NEW YORK AND BY MILWAUKEE COUNTY, WISCONSIN EXECUTION AND IRREVOCABLY AGREE THAT ALL ACTIONS OR PROCEEDINGS ARISING OUT DELIVERY OF OR RELATING TO THIS AGREEMENT SHALL BE LITIGATED IN SUCH COURTS. GUARANTEE THE PARTIES HERETO EACH ACCEPT GUARANTOR ACCEPTS FOR ITSELF AND HIMSELF, AS THE CASE MAY BE, AND IN CONNECTION WITH ITS OR HIS, AS THE CASE MAY BE, RESPECTIVE PROPERTIES, GENERALLY AND UNCONDITIONALLY, THE EXCLUSIVE NONEXCLUSIVE JURISDICTION AND VENUE OF THE AFORESAID COURTS COURTS. THE PARTIES HERETO HEREBY IRREVOCABLY WAIVE TO THE EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT TO TRIAL BY JURY, AND WAIVE THE GUARANTOR HEREBY IRREVOCABLY WAIVES ANY DEFENSE OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, AND IRREVOCABLY AGREE WHICH IT MAY NOW OR HEREAFTER HAVE TO BE BOUND BY THE BRINGING OF ANY NON-APPEALABLE JUDGMENT RENDERED THEREBY SUCH ACTION OR PROCEEDING IN CONNECTION WITH THIS AGREEMENTSUCH RESPECTIVE JURISDICTIONS. THE SELLER GUARANTOR DESIGNATES AND APPOINTS CT CORPORATION SYSTEM CORPORATION, SYSTEM, HAVING AN ADDRESS AT 0000 XXXXXXXX, XXX XXXX, XXX XXXX 00000, AND SUCH OTHER PERSON PERSONS AS MAY HEREINAFTER HEREAFTER BE SELECTED BY THE SELLER WHO GUARANTOR IRREVOCABLY AGREES AGREEING IN WRITING TO SO SERVE SERVE, AS ITS AGENT FOR THE SELLER TO RECEIVE ON ITS BEHALF, SERVICE OF ALL PROCESS IN ANY SUCH PROCEEDINGS IN ANY SUCH COURT, SUCH SERVICE BEING HEREBY ACKNOWLEDGED BY THE PARTIES HERETO GUARANTOR TO BE EFFECTIVE AND BINDING SERVICE IN EVERY RESPECT. A COPY OF ANY SUCH PROCESS SO SERVED SHALL BE MAILED BY REGISTERED MAIL TO THE PARTIES HERETO, GUARANTOR AS PROVIDED HEREININ SECTION 14 HEREOF. IF ANY AGENT APPOINTED BY THE GUARANTOR REFUSES TO ACCEPT SERVICE, EXCEPT THE GUARANTOR HEREBY AGREES THAT UNLESS OTHERWISE PROVIDED SERVICE UPON IT BY APPLICABLE LAW, ANY FAILURE TO MAIL SUCH COPY SHALL NOT CONSTITUTE SUFFICIENT NOTICE. NOTHING HEREIN SHALL AFFECT THE VALIDITY RIGHT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR SHALL LIMIT THE RIGHT OF SERVICE ANY BANK TO BRING PROCEEDINGS AGAINST THE GUARANTOR IN THE COURTS OF PROCESSANY OTHER JURISDICTION.

Consent to Jurisdiction and Service of Process. THE PARTIES HERETO BORROWER HEREBY CONSENT CONSENTS TO THE JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED WITHIN THE AREA ENCOMPASSED BY MILWAUKEE COUNTYCOUNTY OF NEW YORK, WISCONSIN STATE OF NEW YORK AND IRREVOCABLY AGREE THAT AGREES THAT, SUBJECT TO LENDER’S ELECTION, ALL ACTIONS OR PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS SHALL BE LITIGATED IN SUCH COURTS. THE PARTIES HERETO EACH ACCEPT BORROWER ACCEPTS FOR ITSELF AND HIMSELF, AS THE CASE MAY BE, AND IN CONNECTION WITH ITS OR HIS, AS THE CASE MAY BE, RESPECTIVE PROPERTIESPROPERTY, GENERALLY AND UNCONDITIONALLY, THE EXCLUSIVE NONEXCLUSIVE JURISDICTION AND VENUE OF THE AFORESAID COURTS AND WAIVE WAIVES ANY DEFENSE OF FORUM NON CONVENIENS, AND IRREVOCABLY AGREE AGREES TO BE BOUND BY ANY NON-APPEALABLE JUDGMENT RENDERED THEREBY IN CONNECTION WITH THIS AGREEMENT, THE NOTE, SUCH OTHER LOAN DOCUMENTS OR SUCH OBLIGATION. THE SELLER BORROWER DESIGNATES CT CORPORATION SYSTEM AND APPOINTS NATIONAL REGISTERED AGENTS, INC. AND SUCH OTHER PERSON PERSONS AS MAY HEREINAFTER HEREAFTER BE SELECTED BY THE SELLER WHO BORROWER WITH LENDER’S APPROVAL WHICH IRREVOCABLY AGREES AGREE IN WRITING TO SO SERVE AS ITS AGENT FOR THE SELLER TO RECEIVE ON ITS BEHALF SERVICE OF ALL PROCESS IN ANY SUCH PROCEEDINGS IN ANY SUCH COURT, SUCH SERVICE BEING HEREBY ACKNOWLEDGED BY THE PARTIES HERETO BORROWER TO BE EFFECTIVE AND BINDING SERVICE IN EVERY RESPECT. A COPY OF ANY SUCH PROCESS SO SERVED SHALL BE MAILED BY REGISTERED MAIL TO THE PARTIES HERETO, AS BORROWER AT ITS ADDRESS PROVIDED HEREIN, IN SUBSECTION 11.5 EXCEPT THAT UNLESS OTHERWISE PROVIDED BY APPLICABLE LAW, ANY FAILURE TO MAIL SUCH COPY SHALL NOT AFFECT THE VALIDITY OF SERVICE OF PROCESS. IF ANY AGENT APPOINTED BY BORROWER AS ITS AGENT FOR SERVICE OF PROCESS REFUSES TO ACCEPT SERVICE OF PROCESS, BORROWER HEREBY AGREES THAT SERVICE UPON IT BY MAIL SHALL CONSTITUTE SUFFICIENT SERVICE. NOTHING HEREIN SHALL AFFECT THE RIGHT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR SHALL LIMIT THE RIGHT OF LENDER TO BRING PROCEEDINGS AGAINST BORROWER IN THE COURTS OF ANY OTHER JURISDICTION.

Consent to Jurisdiction and Service of Process. EACH OF THE PARTIES HERETO HEREBY CONSENT CONSENTS TO THE JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED WITHIN THE AREA ENCOMPASSED BY MILWAUKEE COUNTY, WISCONSIN STATE OF CALIFORNIA AND IRREVOCABLY AGREE AGREES THAT ALL ACTIONS OR PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE ACQUISITION OR THE OTHER TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT SHALL MAY BE LITIGATED IN SUCH COURTS. EACH OF THE PARTIES HERETO EACH ACCEPT ACCEPTS FOR ITSELF AND HIMSELF, AS THE CASE MAY BE, AND IN CONNECTION WITH ITS OR HIS, AS THE CASE MAY BE, RESPECTIVE PROPERTIES, GENERALLY AND UNCONDITIONALLY, THE EXCLUSIVE JURISDICTION AND VENUE OF THE AFORESAID COURTS AND WAIVE WAIVES ANY DEFENSE OF FORUM NON CONVENIENS, AND IRREVOCABLY AGREE AGREES TO BE BOUND BY ANY NON-APPEALABLE FINAL AND NONAPPEALABLE JUDGMENT RENDERED THEREBY IN CONNECTION WITH THIS AGREEMENT, THE ACQUISITION OR THE OTHER TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH OF THE SELLER DESIGNATES CT CORPORATION SYSTEM AND SUCH OTHER PERSON AS MAY HEREINAFTER BE SELECTED BY PARTIES HERETO FURTHER IRREVOCABLY CONSENTS TO THE SELLER WHO IRREVOCABLY AGREES IN WRITING TO SO SERVE AS AGENT FOR SERVICE OF PROCESS OUT OF ANY OF THE SELLER TO RECEIVE ALL PROCESS AFOREMENTIONED COURTS IN ANY SUCH PROCEEDINGS ACTION OR PROCEEDING BY THE MAILING OF COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO SUCH PARTY AT THE ADDRESS SPECIFIED IN ANY SUCH COURTTHIS AGREEMENT, SUCH SERVICE BEING HEREBY ACKNOWLEDGED BY TO BECOME EFFECTIVE 15 CALENDAR DAYS AFTER SUCH MAILING. NOTHING HEREIN WILL IN ANY WAY BE DEEMED TO LIMIT THE PARTIES ABILITY OF ANY PARTY HERETO TO BE EFFECTIVE AND BINDING SERVICE IN EVERY RESPECT. A COPY OF SERVE ANY SUCH PROCESS SO SERVED SHALL BE MAILED LEGAL PROCESS, SUMMONS, NOTICES AND DOCUMENTS IN ANY OTHER MANNER PERMITTED BY REGISTERED MAIL APPLICABLE LAW OR TO THE PARTIES HERETOOBTAIN JURISDICTION OVER OR TO BRING ACTIONS, SUITS OR PROCEEDINGS AGAINST ANY OTHER PARTY HERETO IN SUCH OTHER JURISDICTIONS, AND IN SUCH MANNER, AS PROVIDED HEREIN, EXCEPT THAT UNLESS OTHERWISE PROVIDED MAY BE PERMITTED BY ANY APPLICABLE LAW, ANY FAILURE TO MAIL SUCH COPY SHALL NOT AFFECT THE VALIDITY OF SERVICE OF PROCESS.

Consent to Jurisdiction and Service of Process. THE PARTIES HERETO BORROWER HEREBY CONSENT CONSENTS TO THE JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED WITHIN THE AREA ENCOMPASSED BY MILWAUKEE COUNTYCOUNTY OF NEW YORK, WISCONSIN STATE OF NEW YORK AND IRREVOCABLY AGREE THAT AGREES THAT, SUBJECT TO LENDER’S ELECTION, ALL ACTIONS OR PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS SHALL BE LITIGATED IN SUCH COURTS. THE PARTIES HERETO EACH ACCEPT BORROWER ACCEPTS FOR ITSELF AND HIMSELF, AS THE CASE MAY BE, AND IN CONNECTION WITH ITS OR HIS, AS THE CASE MAY BE, RESPECTIVE PROPERTIESMORTGAGED PROPERTY, GENERALLY AND UNCONDITIONALLY, THE EXCLUSIVE NONEXCLUSIVE JURISDICTION AND VENUE OF THE AFORESAID COURTS AND WAIVE WAIVES ANY DEFENSE OF FORUM NON CONVENIENS, AND IRREVOCABLY AGREE AGREES TO BE BOUND BY ANY NON-APPEALABLE JUDGMENT RENDERED THEREBY IN CONNECTION WITH THIS AGREEMENT, THE NOTE, SUCH OTHER LOAN DOCUMENTS OR SUCH OBLIGATION. THE SELLER BORROWER DESIGNATES AND APPOINTS CT CORPORATION SYSTEM AND SUCH OTHER PERSON PERSONS AS MAY HEREINAFTER HEREAFTER BE SELECTED BY THE SELLER WHO BORROWER WITH LENDER’S APPROVAL WHICH IRREVOCABLY AGREES AGREE IN WRITING TO SO SERVE AS ITS AGENT FOR THE SELLER TO RECEIVE ON ITS BEHALF SERVICE OF ALL PROCESS IN ANY SUCH PROCEEDINGS IN ANY SUCH COURT, SUCH SERVICE BEING HEREBY ACKNOWLEDGED BY THE PARTIES HERETO BORROWER TO BE EFFECTIVE AND BINDING SERVICE IN EVERY RESPECT. A COPY OF ANY SUCH PROCESS SO SERVED SHALL BE MAILED BY REGISTERED MAIL TO THE PARTIES HERETO, AS BORROWER AT ITS ADDRESS PROVIDED HEREIN, IN SUBSECTION 11.5 EXCEPT THAT UNLESS OTHERWISE PROVIDED BY APPLICABLE APPLIC-ABLE LAW, ANY FAILURE TO MAIL SUCH COPY SHALL NOT AFFECT THE VALIDITY OF SERVICE OF PROCESS. IF ANY AGENT APPOINTED BY BORROWER AS ITS AGENT FOR SERVICE OF PROCESS REFUSES TO ACCEPT SERVICE OF PROCESS, BORROWER HEREBY AGREES THAT SERVICE UPON IT BY MAIL SHALL CONSTITUTE SUFFICIENT SERVICE. NOTHING HEREIN SHALL AFFECT THE RIGHT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR SHALL LIMIT THE RIGHT OF LENDER TO BRING PROCEEDINGS AGAINST BORROWER IN THE COURTS OF ANY OTHER JURISDICTION.

Consent to Jurisdiction and Service of Process. ALL JUDICIAL PROCEEDINGS BROUGHT AGAINST THE PARTIES HERETO HEREBY CONSENT GUARANTOR WITH RESPECT TO THE JURISDICTION OF THIS GUARANTEE AGREEMENT MAY BE BROUGHT IN ANY STATE OR FEDERAL COURT LOCATED WITHIN OF COMPETENT JURISDICTION IN THE AREA ENCOMPASSED STATE OF NEW YORK, AND BY MILWAUKEE COUNTY, WISCONSIN EXECUTION AND IRREVOCABLY AGREE THAT ALL ACTIONS OR PROCEEDINGS ARISING OUT DELIVERY OF OR RELATING TO THIS GUARANTEE AGREEMENT SHALL BE LITIGATED IN SUCH COURTS. THE PARTIES HERETO EACH ACCEPT GUARANTOR ACCEPTS FOR ITSELF AND HIMSELF, AS THE CASE MAY BE, AND IN CONNECTION WITH ITS OR HIS, AS THE CASE MAY BE, RESPECTIVE PROPERTIES, GENERALLY AND UNCONDITIONALLY, THE EXCLUSIVE NONEXCLUSIVE JURISDICTION AND VENUE OF THE AFORESAID COURTS COURTS. THE PARTIES HERETO HEREBY IRREVOCABLY WAIVE, TO THE EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT TO TRIAL BY JURY, AND WAIVE THE GUARANTOR HEREBY IRREVOCABLY WAIVES ANY DEFENSE OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, AND IRREVOCABLY AGREE WHICH IT MAY NOW OR HEREAFTER HAVE TO BE BOUND BY THE BRINGING OF ANY NON-APPEALABLE JUDGMENT RENDERED THEREBY SUCH ACTION OR PROCEEDING IN CONNECTION WITH THIS AGREEMENTSUCH RESPECTIVE JURISDICTIONS. THE SELLER GUARANTOR DESIGNATES AND APPOINTS CT CORPORATION SYSTEM SYSTEM, WITH AN ADDRESS AT 0000 XXXXXXXX, XXX XXXX, XXX XXXX 00000, AND SUCH OTHER PERSON PERSONS AS MAY HEREINAFTER HEREAFTER BE SELECTED BY THE SELLER WHO GUARANTOR IRREVOCABLY AGREES AGREEING IN WRITING TO SO SERVE SERVE, AS ITS AGENT FOR THE SELLER TO RECEIVE ON ITS BEHALF, SERVICE OF ALL PROCESS IN ANY SUCH PROCEEDINGS IN ANY SUCH COURT, SUCH SERVICE BEING HEREBY ACKNOWLEDGED BY THE PARTIES HERETO GUARANTOR TO BE EFFECTIVE AND BINDING SERVICE IN EVERY RESPECT. A COPY OF ANY SUCH PROCESS SO SERVED SHALL BE MAILED BY REGISTERED MAIL TO THE PARTIES HERETO, GUARANTOR AS PROVIDED HEREININ SECTION 12 HEREOF. IF ANY AGENT APPOINTED BY THE GUARANTOR REFUSES TO ACCEPT SERVICE, EXCEPT THE GUARANTOR HEREBY AGREES THAT UNLESS OTHERWISE PROVIDED SERVICE UPON IT BY APPLICABLE LAW, ANY FAILURE TO MAIL SUCH COPY SHALL NOT CONSTITUTE SUFFICIENT NOTICE. NOTHING HEREIN SHALL AFFECT THE VALIDITY RIGHT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR SHALL LIMIT THE RIGHT OF SERVICE ANY BANK TO BRING PROCEEDINGS AGAINST THE GUARANTOR IN THE COURTS OF PROCESSANY OTHER JURISDICTION.

Consent to Jurisdiction and Service of Process. THE PARTIES HERETO HEREBY CONSENT (a) Except to the extent prohibited by applicable law, the Borrower irrevocably on its own behalf and on behalf of each Subsidiary: (i) agrees that any suit, action, or other legal proceeding arising out of any Loan Document may be brought in the courts of record of any of The Commonwealth of Massachusetts, the State of New York, the State of Delaware or any state or jurisdiction in which any assets of the Borrower and/or any Subsidiary may then be located or the courts of the United States located in any of such states; (ii) consents to the jurisdiction of each such court in any such suit, action or proceeding; and (iii) waives any objection which it may have to the laying of venue of such suit, action or proceeding in any of such courts. NO PARTY TO THE JURISDICTION THIS INSTRUMENT, INCLUDING BUT NOT LIMITED TO ANY ASSIGNEE OR SUCCESSOR OF A PARTY, SHALL SEEK A JURY TRIAL IN ANY STATE LAWSUIT, PROCEEDING, COUNTERCLAIM, OR FEDERAL COURT LOCATED WITHIN THE AREA ENCOMPASSED BY MILWAUKEE COUNTYANY OTHER LITIGATION PROCEDURE BASED UPON, WISCONSIN AND IRREVOCABLY AGREE THAT ALL ACTIONS OR PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL BE LITIGATED IN SUCH COURTS. THE PARTIES HERETO EACH ACCEPT FOR ITSELF AND HIMSELFOF, AS THE CASE MAY BE, AND IN CONNECTION WITH ITS OR HIS, AS THE CASE MAY BE, RESPECTIVE PROPERTIES, GENERALLY AND UNCONDITIONALLY, THE EXCLUSIVE JURISDICTION AND VENUE ANY OF THE AFORESAID COURTS AND WAIVE ANY DEFENSE OF FORUM NON CONVENIENS, AND IRREVOCABLY AGREE TO BE BOUND BY ANY NON-APPEALABLE JUDGMENT RENDERED THEREBY IN CONNECTION WITH THIS AGREEMENT. LOAN DOCUMENTS OR THE SELLER DESIGNATES CT CORPORATION SYSTEM AND SUCH OTHER PERSON AS MAY HEREINAFTER BE SELECTED BY DEALINGS OR THE SELLER WHO IRREVOCABLY AGREES IN WRITING TO SO SERVE AS AGENT FOR THE SELLER TO RECEIVE ALL PROCESS IN ANY SUCH PROCEEDINGS IN ANY SUCH COURT, SUCH SERVICE BEING HEREBY ACKNOWLEDGED BY THE PARTIES HERETO TO BE EFFECTIVE AND BINDING SERVICE IN EVERY RESPECT. A COPY OF ANY SUCH PROCESS SO SERVED SHALL BE MAILED BY REGISTERED MAIL TO RELATIONSHIP BETWEEN OR AMONG THE PARTIES HERETO, AS PROVIDED HEREINOR ANY OF THEM. NO PARTY WILL SEEK TO CONSOLIDATE ANY SUCH ACTION, EXCEPT IN WHICH A JURY TRIAL HAS BEEN WAIVED, WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED. THE PROVISIONS OF THIS PARAGRAPH HAVE BEEN FULLY DISCUSSED BY THE PARTIES HERETO, AND THESE PROVISIONS SHALL BE SUBJECT TO NO EXCEPTIONS. NO PARTY HAS IN ANY WAY AGREED WITH OR REPRESENTED TO ANY OTHER PARTY THAT UNLESS OTHERWISE PROVIDED BY APPLICABLE LAWTHE PROVISIONS OF THIS PARAGRAPH WILL NOT BE FULLY ENFORCED IN ALL INSTANCES. For such time as any of the Indebtedness or other obligations of the Borrower and/or any Subsidiary to the Agent and/or to any of the Banks or Issuing Banks under any Loan Document shall be unpaid in whole or in part and/or the Commitment (or any portion thereof) is in effect, ANY FAILURE TO MAIL SUCH COPY SHALL NOT AFFECT THE VALIDITY OF SERVICE OF PROCESSthe Borrower irrevocably designates its registered agent for service of process in each state or jurisdiction in which any suit, action or legal proceeding may be brought under any Loan Document, and, in the absence thereof, the Secretary of State or other like authority if such jurisdiction has no Secretary of State of whichever state or other jurisdiction any suit, action or legal proceedings may be brought under any Loan Document in the jurisdiction or state in which any such suit, action or other legal proceeding is filed, as its agent to accept and acknowledge on its behalf service of any and all process in any such suit, action or proceeding brought in any such court and agrees and consents that any such service of process upon such agent and written notice of such service to the Borrower by registered or certified mail shall be taken and held to be valid personal service upon the Borrower regardless of where the Borrower shall then be doing business and that any such service of process shall be of the same force and validity as if service were made upon it according to the laws governing the validity and requirements of such service in each such state or jurisdiction and waives any claim of lack of personal service or other error by reason of any such service. Any notice, process, pleadings or other papers served upon the aforesaid designated agent shall, within three (3) Business Days after such service, be sent by certified or registered mail to the Borrower at its address set forth in this Agreement and to Xxxxx X. Xxxxxxx, Esq. at Xxxxxxx & Xxxxxx, LLP at its address set forth in Section 9.07.

Consent to Jurisdiction and Service of Process. EACH OF THE PARTIES HERETO HEREBY CONSENT CONSENTS TO THE JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED WITHIN THE AREA ENCOMPASSED BY MILWAUKEE COUNTY, WISCONSIN COUNTY OF XXXXX IN THE STATE OF NEVADA AND IRREVOCABLY AGREE AGREES THAT ALL ACTIONS OR PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL AGREEMENT, THE ANCILLARY AGREEMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY MAY BE LITIGATED IN SUCH COURTS. EACH OF THE PARTIES HERETO EACH ACCEPT ACCEPTS FOR ITSELF AND HIMSELF, AS THE CASE MAY BE, AND IN CONNECTION WITH ITS OR HIS, AS THE CASE MAY BE, RESPECTIVE PROPERTIES, GENERALLY AND UNCONDITIONALLY, THE EXCLUSIVE JURISDICTION AND VENUE OF THE AFORESAID COURTS AND WAIVE WAIVES ANY DEFENSE OF FORUM NON CONVENIENS, AND IRREVOCABLY AGREE AGREES TO BE BOUND BY ANY NON-APPEALABLE JUDGMENT RENDERED THEREBY IN CONNECTION WITH THIS AGREEMENT, THE ANCILLARY AGREEMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EACH OF THE SELLER DESIGNATES CT CORPORATION SYSTEM AND SUCH OTHER PERSON AS MAY HEREINAFTER BE SELECTED BY PARTIES HERETO FURTHER IRREVOCABLY CONSENTS TO THE SELLER WHO IRREVOCABLY AGREES IN WRITING TO SO SERVE AS AGENT FOR SERVICE OF PROCESS OUT OF ANY OF THE SELLER TO RECEIVE ALL PROCESS AFOREMENTIONED COURTS IN ANY SUCH PROCEEDINGS ACTION OR PROCEEDING BY THE MAILING OF COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO SUCH PARTY AT THE ADDRESS SPECIFIED IN ANY SUCH COURTTHIS AGREEMENT, SUCH SERVICE BEING HEREBY ACKNOWLEDGED BY TO BECOME EFFECTIVE 15 CALENDAR DAYS AFTER SUCH MAILING. NOTHING HEREIN SHALL IN ANY WAY BE DEEMED TO LIMIT THE PARTIES ABILITY OF EITHER PARTY HERETO TO BE EFFECTIVE AND BINDING SERVICE IN EVERY RESPECT. A COPY OF SERVE ANY SUCH PROCESS SO SERVED SHALL BE MAILED LEGAL PROCESS, SUMMONS, NOTICES AND DOCUMENTS IN ANY OTHER MANNER PERMITTED BY REGISTERED MAIL APPLICABLE LAW OR TO OBTAIN JURISDICTION OVER OR TO BRING ACTIONS, SUITS OR PROCEEDINGS AGAINST THE PARTIES HERETOOTHER PARTY HERETO IN SUCH OTHER JURISDICTIONS, AND IN SUCH MANNER, AS PROVIDED HEREIN, EXCEPT THAT UNLESS OTHERWISE PROVIDED MAY BE PERMITTED BY ANY APPLICABLE LAW, ANY FAILURE TO MAIL SUCH COPY SHALL NOT AFFECT THE VALIDITY OF SERVICE OF PROCESS.

Consent to Jurisdiction and Service of Process. THE PARTIES AGREE THAT IRREPARABLE DAMAGE WOULD OCCUR IN THE EVENT THAT ANY OF THE PROVISIONS OF THIS AGREEMENT WERE NOT PERFORMED IN ACCORDANCE WITH THEIR SPECIFIC TERMS OR WERE OTHERWISE BREACHED. IT IS ACCORDINGLY AGREED THAT THE PARTIES SHALL BE ENTITLED TO AN INJUNCTION OR INJUNCTIONS TO PREVENT BREACHES OF THIS AGREEMENT AND TO ENFORCE SPECIFICALLY THE TERMS AND PROVISIONS OF THIS AGREEMENT IN ANY COURT OF THE UNITED STATES LOCATED IN THE STATE OF NEW YORK, THIS BEING IN ADDITION TO ANY OTHER REMEDY TO WHICH THEY ARE ENTITLED AT LAW OR IN EQUITY. IN ADDITION, EACH OF THE PARTIES HERETO HEREBY CONSENT (A) CONSENTS TO SUBMIT ITSELF TO THE PERSONAL JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED WITHIN IN THE AREA ENCOMPASSED BY MILWAUKEE COUNTY, WISCONSIN AND IRREVOCABLY AGREE THAT ALL ACTIONS OR PROCEEDINGS ARISING STATE OF NEW YORK IN THE EVENT ANY DISPUTE ARISES OUT OF THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, (B) AGREES THAT IT WILL NOT ATTEMPT TO DENY OR DEFEAT SUCH PERSONAL JURISDICTION BY MOTION OR OTHER REQUEST FOR LEAVE FROM ANY SUCH COURT AND (C) AGREES THAT IT WILL NOT BRING ANY ACTION RELATING TO THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT IN ANY COURT OTHER THAN A FEDERAL COURT SITTING IN THE STATE OF NEW YORK. NOTWITHSTANDING THIS SECTION 10.12, ANY DISPUTE REGARDING THE CLOSING STATEMENT SHALL BE LITIGATED RESOLVED IN ACCORDANCE WITH ARTICLE V HEREOF; PROVIDED THAT SUCH COURTS. THE PARTIES HERETO EACH ACCEPT FOR ITSELF AND HIMSELF, AS THE CASE ARTICLE V MAY BE, AND BE ENFORCED BY EITHER PARTY IN CONNECTION ACCORDANCE WITH ITS OR HIS, AS THE CASE MAY BE, RESPECTIVE PROPERTIES, GENERALLY AND UNCONDITIONALLY, THE EXCLUSIVE JURISDICTION AND VENUE TERMS OF THE AFORESAID COURTS AND WAIVE ANY DEFENSE OF FORUM NON CONVENIENS, AND IRREVOCABLY AGREE TO BE BOUND BY ANY NON-APPEALABLE JUDGMENT RENDERED THEREBY IN CONNECTION WITH THIS AGREEMENT. THE SELLER DESIGNATES CT CORPORATION SYSTEM AND SUCH OTHER PERSON AS MAY HEREINAFTER BE SELECTED BY THE SELLER WHO IRREVOCABLY AGREES IN WRITING TO SO SERVE AS AGENT FOR THE SELLER TO RECEIVE ALL PROCESS IN ANY SUCH PROCEEDINGS IN ANY SUCH COURT, SUCH SERVICE BEING HEREBY ACKNOWLEDGED BY THE PARTIES HERETO TO BE EFFECTIVE AND BINDING SERVICE IN EVERY RESPECT. A COPY OF ANY SUCH PROCESS SO SERVED SHALL BE MAILED BY REGISTERED MAIL TO THE PARTIES HERETO, AS PROVIDED HEREIN, EXCEPT THAT UNLESS OTHERWISE PROVIDED BY APPLICABLE LAW, ANY FAILURE TO MAIL SUCH COPY SHALL NOT AFFECT THE VALIDITY OF SERVICE OF PROCESSSECTION 10.12.

Consent to Jurisdiction and Service of Process. EACH OF THE PARTIES HERETO HEREBY CONSENT CONSENTS TO THE JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED WITHIN THE AREA ENCOMPASSED BY MILWAUKEE COUNTY, WISCONSIN STATE OF TEXAS AND IRREVOCABLY AGREE AGREES THAT ALL ACTIONS OR PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE ACQUISITION OR THE OTHER TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT SHALL MAY BE LITIGATED IN SUCH COURTS. EACH OF THE PARTIES HERETO EACH ACCEPT ACCEPTS FOR ITSELF AND HIMSELF, AS THE CASE MAY BE, AND IN CONNECTION WITH ITS OR HIS, AS THE CASE MAY BE, RESPECTIVE PROPERTIES, GENERALLY AND UNCONDITIONALLY, THE EXCLUSIVE JURISDICTION AND VENUE OF THE AFORESAID COURTS AND WAIVE WAIVES ANY DEFENSE OF FORUM NON CONVENIENS, AND IRREVOCABLY AGREE AGREES TO BE BOUND BY ANY NON-APPEALABLE FINAL AND NONAPPEALABLE JUDGMENT RENDERED THEREBY IN CONNECTION WITH THIS AGREEMENT, THE ACQUISITION OR THE OTHER TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH OF THE SELLER DESIGNATES CT CORPORATION SYSTEM AND SUCH OTHER PERSON AS MAY HEREINAFTER BE SELECTED BY PARTIES HERETO FURTHER IRREVOCABLY CONSENTS TO THE SELLER WHO IRREVOCABLY AGREES IN WRITING TO SO SERVE AS AGENT FOR SERVICE OF PROCESS OUT OF ANY OF THE SELLER TO RECEIVE ALL PROCESS AFOREMENTIONED COURTS IN ANY SUCH PROCEEDINGS ACTION OR PROCEEDING BY THE MAILING OF COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO SUCH PARTY AT THE ADDRESS SPECIFIED IN ANY SUCH COURTTHIS AGREEMENT, SUCH SERVICE BEING HEREBY ACKNOWLEDGED BY TO BECOME EFFECTIVE 15 CALENDAR DAYS AFTER SUCH MAILING. NOTHING HEREIN WILL IN ANY WAY BE DEEMED TO LIMIT THE PARTIES ABILITY OF ANY PARTY HERETO TO BE EFFECTIVE AND BINDING SERVICE IN EVERY RESPECT. A COPY OF SERVE ANY SUCH PROCESS SO SERVED SHALL BE MAILED LEGAL PROCESS, SUMMONS, NOTICES AND DOCUMENTS IN ANY OTHER MANNER PERMITTED BY REGISTERED MAIL APPLICABLE LAW OR TO THE PARTIES HERETOOBTAIN JURISDICTION OVER OR TO BRING ACTIONS, SUITS OR PROCEEDINGS AGAINST ANY OTHER PARTY HERETO IN SUCH OTHER JURISDICTIONS, AND IN SUCH MANNER, AS PROVIDED HEREIN, EXCEPT THAT UNLESS OTHERWISE PROVIDED MAY BE PERMITTED BY ANY APPLICABLE LAW, ANY FAILURE TO MAIL SUCH COPY SHALL NOT AFFECT THE VALIDITY OF SERVICE OF PROCESS.

Consent to Jurisdiction and Service of Process. EACH OF THE PARTIES HERETO HEREBY CONSENT CONSENTS TO THE JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED WITHIN THE AREA ENCOMPASSED BY MILWAUKEE COUNTY, WISCONSIN STATE OF DELAWARE AND IRREVOCABLY AGREE AGREES THAT ALL ACTIONS OR PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT MAY BE LITIGATED IN SUCH COURTS. EACH OF THE PARTIES HERETO EACH ACCEPT ACCEPTS FOR ITSELF AND HIMSELF, AS THE CASE MAY BE, AND IN CONNECTION WITH ITS OR HIS, AS THE CASE MAY BE, RESPECTIVE PROPERTIES, GENERALLY AND UNCONDITIONALLY, THE EXCLUSIVE JURISDICTION AND VENUE OF THE AFORESAID COURTS AND WAIVE WAIVES ANY DEFENSE OF FORUM NON CONVENIENS, AND IRREVOCABLY AGREE AGREES TO BE BOUND BY ANY NON-APPEALABLE FINAL AND NONAPPEALABLE JUDGMENT RENDERED THEREBY IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH OF THE SELLER DESIGNATES CT CORPORATION SYSTEM AND SUCH OTHER PERSON AS MAY HEREINAFTER BE SELECTED BY PARTIES HERETO FURTHER IRREVOCABLY CONSENTS TO THE SELLER WHO IRREVOCABLY AGREES IN WRITING TO SO SERVE AS AGENT FOR SERVICE OF PROCESS OUT OF ANY OF THE SELLER TO RECEIVE ALL PROCESS AFOREMENTIONED COURTS IN ANY SUCH PROCEEDINGS ACTION OR PROCEEDING BY THE MAILING OF COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO SUCH PARTY AT THE ADDRESS SPECIFIED IN ANY SUCH COURTTHIS AGREEMENT, SUCH SERVICE BEING HEREBY ACKNOWLEDGED BY TO BECOME EFFECTIVE 15 CALENDAR DAYS AFTER SUCH MAILING. NOTHING HEREIN WILL IN ANY WAY BE DEEMED TO LIMIT THE PARTIES ABILITY OF ANY PARTY HERETO TO BE EFFECTIVE AND BINDING SERVICE IN EVERY RESPECT. A COPY OF SERVE ANY SUCH PROCESS SO SERVED SHALL BE MAILED LEGAL PROCESS, SUMMONS, NOTICES AND DOCUMENTS IN ANY OTHER MANNER PERMITTED BY REGISTERED MAIL APPLICABLE LAW OR TO THE PARTIES HERETOOBTAIN JURISDICTION OVER OR TO BRING ACTIONS, SUITS OR PROCEEDINGS AGAINST ANY OTHER PARTY HERETO IN SUCH OTHER JURISDICTIONS, AND IN SUCH MANNER, AS PROVIDED HEREIN, EXCEPT THAT UNLESS OTHERWISE PROVIDED MAY BE PERMITTED BY ANY APPLICABLE LAW, ANY FAILURE TO MAIL SUCH COPY SHALL NOT AFFECT THE VALIDITY OF SERVICE OF PROCESS.

Consent to Jurisdiction and Service of Process. EACH OF THE PARTIES HERETO HEREBY CONSENT COMPANY AND THE HOLDER HEREOF CONSENTS TO THE EXCLUSIVE JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED WITHIN THE AREA ENCOMPASSED BY MILWAUKEE COUNTY, WISCONSIN STATE OF NEW YORK AND IRREVOCABLY AGREE AGREES THAT ALL ACTIONS OR PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT NOTE SHALL BE LITIGATED IN SUCH COURTS. EACH OF THE PARTIES HERETO EACH ACCEPT COMPANY AND THE HOLDER HEREOF ACCEPTS FOR ITSELF AND HIMSELF, AS THE CASE MAY BE, AND IN CONNECTION WITH ITS OR HIS, AS THE CASE MAY BE, RESPECTIVE PROPERTIES, GENERALLY AND UNCONDITIONALLY, THE EXCLUSIVE JURISDICTION AND VENUE OF THE AFORESAID COURTS AND WAIVE WAIVES ANY DEFENSE OF FORUM NON CONVENIENS, AND IRREVOCABLY AGREE AGREES TO BE BOUND BY ANY NON-APPEALABLE FINAL AND NONAPPEALABLE JUDGMENT RENDERED THEREBY IN CONNECTION WITH THIS AGREEMENTNOTE. EACH OF THE SELLER DESIGNATES CT CORPORATION SYSTEM COMPANY AND SUCH OTHER PERSON AS MAY HEREINAFTER BE SELECTED BY THE SELLER WHO HOLDER HEREOF FURTHER IRREVOCABLY AGREES IN WRITING CONSENTS TO SO SERVE AS AGENT FOR THE SELLER TO RECEIVE ALL SERVICE OF PROCESS OUT OF ANY OF THE AFOREMENTIONED COURTS IN ANY SUCH PROCEEDINGS ACTION OR PROCEEDING BY THE MAILING OF COPIES THEREOF VIA OVERNIGHT COURIER, TO SUCH PARTY AT THE ADDRESS SPECIFIED IN ANY THE PURCHASE AGREEMENT FOR SUCH COURTPARTY, SUCH SERVICE BEING HEREBY ACKNOWLEDGED BY TO BECOME EFFECTIVE FOURTEEN CALENDAR DAYS AFTER SUCH MAILING. NOTHING HEREIN SHALL IN ANY WAY BE DEEMED TO LIMIT THE PARTIES HERETO ABILITY OF EITHER THE COMPANY OR THE HOLDER HEREOF TO BE EFFECTIVE AND BINDING SERVICE IN EVERY RESPECT. A COPY OF SERVE ANY SUCH PROCESS SO SERVED SHALL BE MAILED LEGAL PROCESS, SUMMONS, NOTICES AND DOCUMENTS IN ANY OTHER MANNER PERMITTED BY REGISTERED MAIL APPLICABLE LAW OR TO OBTAIN JURISDICTION OVER OR TO BRING ACTIONS, SUITS OR PROCEEDINGS AGAINST THE PARTIES HERETOOTHER PARTY IN SUCH OTHER JURISDICTIONS, AND IN SUCH MANNER, AS PROVIDED HEREIN, EXCEPT THAT UNLESS OTHERWISE PROVIDED MAY BE PERMITTED BY ANY APPLICABLE LAW, ANY FAILURE TO MAIL SUCH COPY SHALL NOT AFFECT THE VALIDITY OF SERVICE OF PROCESS.. (signature page follows)

Consent to Jurisdiction and Service of Process. THE PARTIES EACH PARTY ---------------------------------------------- HERETO HEREBY CONSENT CONSENTS TO THE JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED WITHIN THE AREA ENCOMPASSED BY MILWAUKEE COUNTYCOUNTY OF XXXX, WISCONSIN STATE OF ILLINOIS AND IRREVOCABLY AGREE AGREES THAT SUBJECT TO CEC'S ELECTION, ALL ACTIONS OR PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE OTHER RELATED DOCUMENTS SHALL BE LITIGATED IN SUCH COURTS. THE PARTIES EACH PARTY HERETO EACH ACCEPT ACCEPTS FOR ITSELF AND HIMSELF, AS THE CASE MAY BE, AND IN CONNECTION WITH ITS OR HIS, AS THE CASE MAY BE, RESPECTIVE PROPERTIES, GENERALLY AND UNCONDITIONALLY, THE EXCLUSIVE NONEXCLUSIVE JURISDICTION AND VENUE OF THE AFORESAID COURTS AND WAIVE WAIVES ANY DEFENSE OF FORUM NON CONVENIENS, AND IRREVOCABLY AGREE AGREES TO BE BOUND BY ANY NON-APPEALABLE JUDGMENT RENDERED THEREBY IN CONNECTION WITH THIS AGREEMENT. THE SELLER XXXXXX DESIGNATES AND APPOINTS CT CORPORATION SYSTEM AND SUCH OTHER PERSON PERSONS AS MAY HEREINAFTER BE SELECTED BY THE SELLER CEC WHO IRREVOCABLY AGREES AGREE IN WRITING TO SO SERVE AS AGENT FOR THE SELLER TO RECEIVE ON SUCH PARTY'S BEHALF SERVICE OF ALL PROCESS IN ANY SUCH PROCEEDINGS IN ANY SUCH COURT, SUCH SERVICE BEING HEREBY ACKNOWLEDGED BY THE PARTIES HERETO EACH PARTY TO BE EFFECTIVE AND BINDING SERVICE IN EVERY RESPECT. A COPY OF ANY SUCH PROCESS SO SERVED SHALL BE MAILED BY REGISTERED MAIL TO THE PARTIES HERETO, EACH PARTY AS PROVIDED HEREIN, EXCEPT THAT UNLESS OTHERWISE PROVIDED BY APPLICABLE LAW, ANY FAILURE TO MAIL SUCH COPY SHALL NOT AFFECT THE VALIDITY OF SERVICE OF PROCESS. IF ANY AGENT APPOINTED BY A PARTY REFUSES TO ACCEPT SERVICE, SUCH PARTY HEREBY AGREES THAT SERVICE UPON IT BY MAIL SHALL CONSTITUTE SUFFICIENT NOTICE. NOTHING HEREIN SHALL AFFECT THE RIGHT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR SHALL LIMIT THE RIGHT OF CEC TO BRING PROCEEDINGS AGAINST XXXXXX IN ANY OTHER COURT HAVING JURISDICTION OVER XXXXXX.

Consent to Jurisdiction and Service of Process. THE PARTIES HERETO HEREBY CONSENT TO THE JURISDICTION OF ANY STATE OR FEDERAL COURT XXXXXXX XXXXX LOCATED WITHIN THE AREA ENCOMPASSED BY MILWAUKEE COUNTYTHE STATE OF CALIFORNIA, WISCONSIN COUNTY OF CONTRA COSTA, AND IRREVOCABLY AGREE THAT ALL ACTIONS OR PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL BE LITIGATED IN SUCH COURTS. THE PARTIES HERETO EACH ACCEPT FOR ITSELF AND HIMSELF, AS THE CASE MAY BE, AND IN CONNECTION WITH ITS OR HIS, AS THE CASE MAY BE, RESPECTIVE PROPERTIES, GENERALLY AND UNCONDITIONALLY, THE EXCLUSIVE JURISDICTION AND VENUE OF THE AFORESAID COURTS AND WAIVE ANY DEFENSE OF FORUM NON CONVENIENS, AND IRREVOCABLY AGREE TO BE BOUND BY ANY NON-APPEALABLE JUDGMENT RENDERED THEREBY IN CONNECTION WITH THIS AGREEMENT. THE SELLER DESIGNATES CT PARTIES HERETO EACH DESIGNATE THE XXXXXXXX-XXXX CORPORATION SYSTEM SYSTEM, INC. AND SUCH OTHER PERSON PERSONS AS MAY HEREINAFTER BE SELECTED BY THE SELLER SELLERS' REPRESENTATIVE WHO IRREVOCABLY AGREES IN WRITING TO SO SERVE AS AGENT FOR THE SELLER TO RECEIVE ALL PROCESS IN ANY SUCH PROCEEDINGS IN ANY SUCH COURT, SUCH SERVICE BEING HEREBY ACKNOWLEDGED BY THE PARTIES HERETO TO BE EFFECTIVE AND BINDING SERVICE IN EVERY RESPECT. A COPY OF ANY SUCH PROCESS SO SERVED SHALL BE MAILED BY XXXXXXXX-XXXX OR SUCH OTHER PERSONS BY REGISTERED MAIL TO THE PARTIES HERETO, AS PROVIDED HEREIN, EXCEPT THAT UNLESS OTHERWISE PROVIDED BY APPLICABLE LAW, ANY FAILURE TO MAIL SUCH COPY SHALL NOT AFFECT THE VALIDITY OF SERVICE OF PROCESS.

Consent to Jurisdiction and Service of Process. APPOINTMENT OF AGENT FOR SERVICE OF PROCESS. THE PARTIES HERETO EACH HEREBY CONSENT TO THE JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED WITHIN THE AREA ENCOMPASSED BY MILWAUKEE COUNTY, WISCONSIN STATE OF ARIZONA AND IRREVOCABLY AGREE THAT ALL ACTIONS OR PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL BE LITIGATED IN SUCH COURTS. EACH OF THE PARTIES HERETO EACH ACCEPT ACCEPTS FOR ITSELF AND HIMSELFOR THEMSELVES, AS THE CASE MAY BERESPECTIVELY, AND IN CONNECTION WITH ITS OR HIS, AS THE CASE MAY BE, AND THEIR RESPECTIVE PROPERTIES, GENERALLY AND UNCONDITIONALLY, THE EXCLUSIVE JURISDICTION AND VENUE OF THE AFORESAID COURTS AND WAIVE WAIVES ANY DEFENSE OF FORUM NON CONVENIENS, CONVENIENS AND IRREVOCABLY AGREE AGREES TO BE BOUND BY ANY NON-APPEALABLE NONAPPEALABLE JUDGMENT RENDERED THEREBY IN CONNECTION WITH THIS AGREEMENT. EACH OF THE SELLER DESIGNATES PARTIES HERETO HEREBY AGREES TO APPOINT AND MAINTAIN CT CORPORATION SYSTEM AND SUCH OTHER PERSON PERSONS, IN EACH CASE WITHIN THE STATE OF ARIZONA, AS MAY HEREINAFTER BE SELECTED BY THE SELLER THEM, WHO IRREVOCABLY AGREES AGREE IN WRITING TO SO SERVE AS AGENT FOR THE SELLER TO RECEIVE ON EACH PARTY'S BEHALF SERVICE OF ALL PROCESS IN ANY SUCH PROCEEDINGS IN ANY SUCH COURT, SUCH SERVICE BEING HEREBY ACKNOWLEDGED BY THE PARTIES HERETO TO BE EFFECTIVE AND BINDING SERVICE IN EVERY RESPECT. A COPY OF ANY SUCH PROCESS SO SERVED SHALL BE MAILED BY REGISTERED MAIL TO THE PARTIES HERETO, AS PROVIDED HEREIN, EXCEPT THAT UNLESS OTHERWISE PROVIDED BY APPLICABLE LAW, ANY FAILURE TO MAIL SUCH COPY SHALL NOT AFFECT THE VALIDITY OF SERVICE OF PROCESS. IF ANY AGENT APPOINTED BY THE PARTIES REFUSES TO ACCEPT SERVICE, THE PARTIES AGREE THAT SERVICE UPON SUCH PARTY BY REGISTERED MAIL SHALL CONSTITUTE SUFFICIENT SERVICE. NOTHING HEREIN SHALL AFFECT THE RIGHT OF THE PARTIES TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW.

Consent to Jurisdiction and Service of Process. THE PARTIES HERETO HEREBY CONSENT TO THE JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED WITHIN THE AREA ENCOMPASSED BY MILWAUKEE COUNTY, WISCONSIN THE SOUTHERN DISTRICT OF THE STATE OF NEW YORK AND IRREVOCABLY AGREE THAT ALL ACTIONS OR PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL BE LITIGATED IN SUCH COURTS. THE PARTIES HERETO EACH ACCEPT FOR ITSELF AND HIMSELF, AS THE CASE MAY BE, AND IN CONNECTION WITH ITS OR HIS, AS THE CASE MAY BE, RESPECTIVE PROPERTIES, GENERALLY AND UNCONDITIONALLY, THE EXCLUSIVE JURISDICTION AND VENUE OF THE AFORESAID COURTS AND WAIVE ANY DEFENSE OF FORUM NON CONVENIENS, AND IRREVOCABLY AGREE TO BE BOUND BY ANY NON-APPEALABLE JUDGMENT RENDERED THEREBY IN CONNECTION WITH THIS AGREEMENT. THE SELLER DESIGNATES CT CORPORATION SYSTEM THE MANAGING PARTNER OF THE NEW YORK OFFICE OF XXXXXXX & XXXXXX, LLP WHO HAS IRREVOCABLY AGREED IN WRITING TO SO SERVE AS AGENT FOR THE SELLER TO RECEIVE ALL PROCESS IN ANY SUCH PROCEEDINGS IN ANY SUCH COURT, SUCH SERVICE BEING HEREBY ACKNOWLEDGED BY THE PARTIES HERETO TO BE EFFECTIVE AND BINDING SERVICE IN EVERY RESPECT. THE BUYER DESIGNATES XXXXXX X. XXXXXX AT HIS BUSINESS ADDRESS SET FORTH IN Section 9.6 AND SUCH OTHER PERSON AS MAY HEREINAFTER BE SELECTED BY THE SELLER BUYER WHO IRREVOCABLY AGREES IN WRITING TO SO SERVE AS AGENT FOR THE SELLER BUYER TO RECEIVE ALL PROCESS IN ANY SUCH PROCEEDINGS IN ANY SUCH COURT, SUCH SERVICE BEING HEREBY ACKNOWLEDGED BY THE PARTIES HERETO TO BE EFFECTIVE AND BINDING SERVICE IN EVERY RESPECT. A COPY OF ANY SUCH PROCESS SO SERVED SHALL BE MAILED BY REGISTERED MAIL TO THE PARTIES HERETO, AS PROVIDED HEREIN, EXCEPT THAT UNLESS OTHERWISE PROVIDED BY APPLICABLE LAW, ANY FAILURE TO MAIL SUCH COPY SHALL NOT AFFECT THE VALIDITY OF SERVICE OF PROCESS.

Consent to Jurisdiction and Service of Process. ALL JUDICIAL PROCEEDINGS BROUGHT AGAINST THE PARTIES HERETO HEREBY CONSENT COMPANY OR ANY GUARANTOR WITH RESPECT TO THIS INDENTURE, THE JURISDICTION OF GUARANTIES, ANY NOTE OR ANY OTHER DOCUMENT MAY BE BROUGHT IN ANY STATE OR FEDERAL COURT LOCATED WITHIN OF COMPETENT JURISDICTION IN NEW YORK, NEW YORK, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH OF THE AREA ENCOMPASSED BY MILWAUKEE COUNTYCOMPANY AND EACH GUARANTOR ACCEPTS, WISCONSIN AND IRREVOCABLY AGREE THAT ALL ACTIONS OR PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL BE LITIGATED IN SUCH COURTS. THE PARTIES HERETO EACH ACCEPT FOR ITSELF AND HIMSELF, AS THE CASE MAY BE, AND IN CONNECTION WITH ITS OR HIS, AS THE CASE MAY BE, RESPECTIVE PROPERTIES, GENERALLY AND UNCONDITIONALLY, THE EXCLUSIVE NONEXCLUSIVE JURISDICTION AND VENUE OF THE AFORESAID COURTS AND WAIVE ANY DEFENSE OF FORUM NON CONVENIENSCOURTS, AND IRREVOCABLY AGREE AGREES TO BE BOUND BY ANY NON-APPEALABLE FINAL JUDGMENT RENDERED THEREBY IN CONNECTION WITH THIS AGREEMENTINDENTURE, THE GUARANTIES, ANY NOTE OR ANY OTHER DOCUMENT FROM WHICH NO APPEAL HAS BEEN TAKEN OR IS AVAILABLE. EACH OF THE SELLER DESIGNATES CT CORPORATION SYSTEM COMPANY AND EACH GUARANTOR IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OF ANY OF THE AFOREMENTIONED COURTS IN ANY SUCH OTHER PERSON AS MAY HEREINAFTER BE SELECTED ACTION OR PROCEEDING BY THE SELLER WHO MAILING OF COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO THE NOTICE ADDRESS OF THE COMPANY SPECIFIED HEREIN SUCH SERVICE TO BECOME EFFECTIVE TEN (10) DAYS AFTER SUCH MAILING. EACH OF THE COMPANY AND EACH GUARANTOR AND THE TRUSTEE IRREVOCABLY AGREES WAIVES ANY OBJECTION, INCLUDING, WITHOUT LIMITATION, ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY SUCH ACTION OR PROCEEDING IN WRITING ANY SUCH JURISDICTION. NOTHING HEREIN SHALL AFFECT THE RIGHT TO SO SERVE AS AGENT FOR THE SELLER TO RECEIVE ALL PROCESS IN ANY SUCH OTHER MANNER PERMITTED BY LAW OR SHALL LIMIT THE RIGHT OF THE TRUSTEE OR ANY HOLDER TO BRING PROCEEDINGS AGAINST THE COMPANY OR ANY GUARANTOR IN ANY SUCH COURT, SUCH SERVICE BEING HEREBY ACKNOWLEDGED BY THE PARTIES HERETO TO BE EFFECTIVE AND BINDING SERVICE IN EVERY RESPECT. A COPY COURTS OF ANY SUCH PROCESS SO SERVED SHALL BE MAILED BY REGISTERED MAIL TO THE PARTIES HERETO, AS PROVIDED HEREIN, EXCEPT THAT UNLESS OTHERWISE PROVIDED BY APPLICABLE LAW, ANY FAILURE TO MAIL SUCH COPY SHALL NOT AFFECT THE VALIDITY OF SERVICE OF PROCESSOTHER JURISDICTION.

Consent to Jurisdiction and Service of Process. THE PARTIES HERETO HEREBY CONSENT TO THE JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED WITHIN THE AREA ENCOMPASSED BY MILWAUKEE COUNTY, WISCONSIN THE STATE OF DELAWARE AND IRREVOCABLY AGREE THAT ALL ACTIONS OR PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL BE LITIGATED IN SUCH COURTS. THE PARTIES HERETO EACH ACCEPT FOR ITSELF AND HIMSELF, AS THE CASE MAY BE, AND IN CONNECTION WITH ITS OR HIS, AS THE CASE MAY BE, RESPECTIVE PROPERTIES, GENERALLY AND UNCONDITIONALLY, THE EXCLUSIVE JURISDICTION AND VENUE OF THE AFORESAID COURTS AND WAIVE ANY DEFENSE OF FORUM NON CONVENIENS, AND IRREVOCABLY AGREE TO BE BOUND BY ANY NON-APPEALABLE JUDGMENT RENDERED THEREBY IN CONNECTION WITH THIS AGREEMENT. THE SELLER DESIGNATES PARTIES HERETO EACH DESIGNATE CT CORPORATION SYSTEM SYSTEM, INC. AND SUCH OTHER PERSON PERSONS AS MAY HEREINAFTER BE SELECTED BY THE SELLER SELLERS WHO IRREVOCABLY AGREES AGREE IN WRITING TO SO SERVE AS AGENT FOR THE SELLER TO RECEIVE ALL PROCESS IN ANY SUCH PROCEEDINGS IN ANY SUCH COURTCOURT PROCEEDING, SUCH SERVICE BEING HEREBY ACKNOWLEDGED BY THE PARTIES HERETO TO BE EFFECTIVE AND BINDING SERVICE IN EVERY RESPECT. A COPY OF ANY SUCH PROCESS SO SERVED SHALL BE MAILED BY REGISTERED MAIL TO THE PARTIES HERETO, AS PROVIDED HEREIN, EXCEPT THAT UNLESS OTHERWISE PROVIDED BY APPLICABLE LAW, ANY FAILURE TO MAIL SUCH COPY SHALL NOT AFFECT THE VALIDITY OF SERVICE OF PROCESS.

Consent to Jurisdiction and Service of Process. THE PARTIES EACH PARTY HERETO HEREBY CONSENT CONSENTS TO THE JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED WITHIN THE AREA ENCOMPASSED BY MILWAUKEE COUNTYCOUNTY OF XXXX, WISCONSIN STATE OF ILLINOIS AND IRREVOCABLY AGREE AGREES THAT SUBJECT TO CEC'S ELECTION, ALL ACTIONS OR PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE OTHER RELATED DOCUMENTS SHALL BE LITIGATED IN SUCH COURTS. THE PARTIES EACH PARTY HERETO EACH ACCEPT ACCEPTS FOR ITSELF AND HIMSELF, AS THE CASE MAY BE, AND IN CONNECTION WITH ITS OR HIS, AS THE CASE MAY BE, RESPECTIVE PROPERTIES, GENERALLY AND UNCONDITIONALLY, THE EXCLUSIVE NONEXCLUSIVE JURISDICTION AND VENUE OF THE AFORESAID COURTS AND WAIVE WAIVES ANY DEFENSE OF FORUM NON CONVENIENS, AND IRREVOCABLY AGREE AGREES TO BE BOUND BY ANY NON-APPEALABLE JUDGMENT RENDERED THEREBY IN CONNECTION WITH THIS AGREEMENT. THE SELLER XXXXXXX DESIGNATES AND APPOINTS CT CORPORATION SYSTEM AND SUCH OTHER PERSON PERSONS AS MAY HEREINAFTER BE SELECTED BY THE SELLER CEC WHO IRREVOCABLY AGREES AGREE IN WRITING TO SO SERVE AS AGENT FOR THE SELLER TO RECEIVE ON SUCH PARTY'S BEHALF SERVICE OF ALL PROCESS IN ANY SUCH PROCEEDINGS IN ANY SUCH COURT, SUCH SERVICE BEING HEREBY ACKNOWLEDGED BY THE PARTIES HERETO EACH PARTY TO BE EFFECTIVE AND BINDING SERVICE IN EVERY RESPECT. A COPY OF ANY SUCH PROCESS SO SERVED SHALL BE MAILED BY REGISTERED MAIL TO THE PARTIES HERETO, EACH PARTY AS PROVIDED HEREIN, EXCEPT THAT UNLESS OTHERWISE PROVIDED BY APPLICABLE LAW, ANY FAILURE TO MAIL SUCH COPY SHALL NOT AFFECT THE VALIDITY OF SERVICE OF PROCESS. IF ANY AGENT APPOINTED BY A PARTY REFUSES TO ACCEPT SERVICE, SUCH PARTY HEREBY AGREES THAT SERVICE UPON IT BY MAIL SHALL CONSTITUTE SUFFICIENT NOTICE. NOTHING HEREIN SHALL AFFECT THE RIGHT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR SHALL LIMIT THE RIGHT OF CEC TO BRING PROCEEDINGS AGAINST XXXXXXX IN ANY OTHER COURT HAVING JURISDICTION OVER XXXXXXX.

Consent to Jurisdiction and Service of Process. ALL JUDICIAL PROCEEDINGS BROUGHT AGAINST THE PARTIES HERETO HEREBY CONSENT BORROWERS AND/OR THEIR SUBSIDIARIES WITH RESPECT TO THE JURISDICTION OF THIS LOAN AGREEMENT OR ANY OTHER LOAN DOCUMENT MAY BE BROUGHT IN ANY STATE OR FEDERAL COURT LOCATED WITHIN OF COMPETENT JURISDICTION IN THE AREA ENCOMPASSED CITY OF HACKENSACK, NEW JERSEY, AND BY MILWAUKEE COUNTYEXECUTION AND DELIVERY OF THIS LOAN AGREEMENT, WISCONSIN AND IRREVOCABLY AGREE THAT ALL ACTIONS OR PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL BE LITIGATED IN SUCH COURTS. THE PARTIES HERETO EACH ACCEPT BORROWERS ACCEPT, FOR ITSELF AND HIMSELF, AS THE CASE MAY BE, THEMSELVES AND IN CONNECTION WITH ITS OR HIS, AS THE CASE MAY BE, RESPECTIVE THEIR PROPERTIES, GENERALLY AND UNCONDITIONALLY, THE EXCLUSIVE NONEXCLUSIVE JURISDICTION AND VENUE OF THE AFORESAID COURTS AND WAIVE ANY DEFENSE OF FORUM NON CONVENIENSCOURTS, AND IRREVOCABLY AGREE TO BE BOUND BY ANY NON-APPEALABLE FINAL JUDGMENT RENDERED THEREBY IN CONNECTION WITH THIS AGREEMENTLOAN AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS FROM WHICH NO APPEAL HAS BEEN TAKEN OR IS AVAILABLE. THE SELLER DESIGNATES CT CORPORATION SYSTEM AND BORROWERS IRREVOCABLY CONSENT TO THE SERVICE OF PROCESS OF ANY OF THE AFOREMENTIONED COURTS IN ANY SUCH OTHER PERSON AS MAY HEREINAFTER BE SELECTED ACTION OR PROCEEDING BY THE SELLER WHO MAILING OF COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO THEIR NOTICE ADDRESSES SPECIFIED ON THE SIGNATURE PAGES HEREOF, SUCH SERVICE TO BECOME EFFECTIVE TEN (10) DAYS AFTER SUCH MAILING. THE BORROWERS, THEIR SUBSIDIARIES, THE AGENTS AND THE LENDERS HEREBY IRREVOCABLY AGREES WAIVE ANY OBJECTION (INCLUDING WITHOUT LIMITATION, ANY OBJECTION OF THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS) WHICH THEY MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY SUCH ACTION OR PROCEEDING WITH RESPECT TO THIS LOAN AGREEMENT OR ANY OTHER LOAN DOCUMENT IN WRITING ANY JURISDICTION SET FORTH ABOVE. NOTHING HEREIN SHALL AFFECT THE RIGHT TO SO SERVE AS AGENT FOR THE SELLER TO RECEIVE ALL PROCESS IN ANY SUCH PROCEEDINGS IN ANY SUCH COURT, SUCH SERVICE BEING HEREBY ACKNOWLEDGED OTHER MANNER PERMITTED BY LAW OR SHALL LIMIT THE PARTIES HERETO TO BE EFFECTIVE AND BINDING SERVICE IN EVERY RESPECT. A COPY RIGHT OF ANY SUCH PROCESS SO SERVED SHALL BE MAILED BY REGISTERED MAIL LENDER TO BRING PROCEEDINGS AGAINST THE PARTIES HERETO, AS PROVIDED HEREIN, EXCEPT THAT UNLESS OTHERWISE PROVIDED BY APPLICABLE LAW, BORROWERS IN THE COURTS OF ANY FAILURE TO MAIL SUCH COPY SHALL NOT AFFECT THE VALIDITY OF SERVICE OF PROCESSOTHER JURISDICTION.

Consent to Jurisdiction and Service of Process. ALL JUDICIAL PROCEEDINGS BROUGHT AGAINST THE PARTIES HERETO HEREBY CONSENT BORROWER WITH RESPECT TO THIS LOAN AGREEMENT AND THE JURISDICTION OF REVOLVING CREDIT LOAN NOTE MAY BE BROUGHT IN ANY STATE OR FEDERAL COURT LOCATED WITHIN OF COMPETENT JURISDICTION IN THE AREA ENCOMPASSED STATE OF NEW JERSEY, AND BY MILWAUKEE COUNTYEXECUTION AND DELIVERY OF THIS LOAN AGREEMENT, WISCONSIN AND IRREVOCABLY AGREE THAT ALL ACTIONS OR PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL BE LITIGATED IN SUCH COURTS. THE PARTIES HERETO EACH ACCEPT BORROWER ACCEPTS, FOR ITSELF AND HIMSELF, AS THE CASE MAY BE, AND IN CONNECTION WITH ITS OR HIS, AS THE CASE MAY BE, RESPECTIVE PROPERTIES, GENERALLY AND UNCONDITIONALLY, THE EXCLUSIVE NONEXCLUSIVE JURISDICTION AND VENUE OF THE AFORESAID COURTS AND WAIVE ANY DEFENSE OF FORUM NON CONVENIENSCOURTS, AND IRREVOCABLY AGREE AGREES TO BE BOUND BY ANY NON-APPEALABLE FINAL JUDGMENT RENDERED THEREBY IN CONNECTION WITH THIS AGREEMENTLOAN AGREEMENT AND THE REVOLVING CREDIT LOAN NOTE FROM WHICH NO APPEAL HAS BEEN TAKEN OR IS AVAILABLE. THE SELLER DESIGNATES CT CORPORATION SYSTEM AND BORROWER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OF ANY OF THE AFOREMENTIONED COURTS IN ANY SUCH OTHER PERSON AS MAY HEREINAFTER BE SELECTED ACTION OR PROCEEDING BY THE SELLER WHO MAILING OF COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO ITS NOTICE ADDRESS SPECIFIED ON THE SIGNATURE PAGES HEREOF, SUCH SERVICE TO BECOME EFFECTIVE TEN (10) DAYS AFTER SUCH MAILING. THE BORROWER AND THE LENDER IRREVOCABLY AGREES WAIVE ANY OBJECTION (INCLUDING WITHOUT LIMITATION, ANY OBJECTION OF THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS) WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY SUCH ACTION OR PROCEEDING WITH RESPECT TO THIS LOAN AGREEMENT OR ANY OTHER LOAN DOCUMENT IN WRITING ANY JURISDICTION SET FORTH ABOVE. NOTHING HEREIN SHALL AFFECT THE RIGHT TO SO SERVE AS AGENT FOR THE SELLER TO RECEIVE ALL PROCESS IN ANY SUCH PROCEEDINGS IN ANY SUCH COURT, SUCH SERVICE BEING HEREBY ACKNOWLEDGED OTHER MANNER PERMITTED BY LAW OR SHALL LIMIT THE PARTIES HERETO TO BE EFFECTIVE AND BINDING SERVICE IN EVERY RESPECT. A COPY RIGHT OF ANY SUCH PROCESS SO SERVED SHALL BE MAILED BY REGISTERED MAIL LENDER TO BRING PROCEEDINGS AGAINST THE PARTIES HERETO, AS PROVIDED HEREIN, EXCEPT THAT UNLESS OTHERWISE PROVIDED BY APPLICABLE LAW, BORROWER IN THE COURTS OF ANY FAILURE TO MAIL SUCH COPY SHALL NOT AFFECT THE VALIDITY OF SERVICE OF PROCESSOTHER JURISDICTION.

Consent to Jurisdiction and Service of Process. EACH OF THE PARTIES HERETO HEREBY CONSENT CONSENTS TO THE JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED WITHIN THE AREA ENCOMPASSED BY MILWAUKEE COUNTYCOUNTY OF NEW YORK, WISCONSIN STATE OF NEW YORK AND IRREVOCABLY AGREE AGREES THAT ALL ACTIONS OR PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL OR THE TRANSACTIONS CONTEMPLATED HEREBY MAY BE LITIGATED IN SUCH COURTS. EACH OF THE PARTIES HERETO EACH ACCEPT ACCEPTS FOR ITSELF AND HIMSELF, AS THE CASE MAY BE, AND IN CONNECTION WITH ITS OR HIS, AS THE CASE MAY BE, RESPECTIVE PROPERTIES, GENERALLY AND UNCONDITIONALLY, THE EXCLUSIVE NONEXCLUSIVE JURISDICTION AND VENUE OF THE AFORESAID COURTS AND WAIVE WAIVES ANY DEFENSE OF FORUM NON CONVENIENS, AND IRREVOCABLY AGREE AGREES TO BE BOUND BY ANY NON-APPEALABLE JUDGMENT RENDERED THEREBY IN CONNECTION WITH THIS AGREEMENTAGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH OF THE SELLER DESIGNATES CT CORPORATION SYSTEM AND SUCH OTHER PERSON AS MAY HEREINAFTER BE SELECTED BY PARTIES HERETO FURTHER IRREVOCABLY CONSENTS TO THE SELLER WHO IRREVOCABLY AGREES IN WRITING TO SO SERVE AS AGENT FOR SERVICE OF PROCESS OUT OF ANY OF THE SELLER TO RECEIVE ALL PROCESS AFOREMENTIONED COURTS IN ANY SUCH PROCEEDINGS ACTION OR PROCEEDING BY THE MAILING OF COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO THE PARTY AT THE ADDRESS SPECIFIED IN ANY SUCH COURTTHIS AGREEMENT, SUCH SERVICE BEING HEREBY ACKNOWLEDGED TO BECOME EFFECTIVE 15 DAYS AFTER SUCH MAILING, NOTHING HEREIN SHALL IN ANY WAY BE DEEMED TO LIMIT THE ABILITY OF ANY PARTY HERETO TO SERVE ANY SUCH LEGAL PROCESS, SUMMONS, NOTICES AND DOCUMENTS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW OR TO OBTAIN JURISDICTION OVER OR TO BRING ACTIONS, SUITS OR PROCEEDINGS AGAINST ANY OF THE OTHER PARTIES HERETO TO BE EFFECTIVE IN SUCH OTHER JURISDICTIONS, AND BINDING SERVICE IN EVERY RESPECT. A COPY OF ANY SUCH PROCESS SO SERVED SHALL BE MAILED BY REGISTERED MAIL TO THE PARTIES HERETOMANNER, AS PROVIDED HEREIN, EXCEPT THAT UNLESS OTHERWISE PROVIDED MAY BE PERMITTED BY ANY APPLICABLE LAW, ANY FAILURE TO MAIL SUCH COPY SHALL NOT AFFECT THE VALIDITY OF SERVICE OF PROCESS.

Consent to Jurisdiction and Service of Process. THE PARTIES EACH PARTY HERETO HEREBY CONSENT CONSENTS TO THE EXCLUSIVE JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED WITHIN THE AREA ENCOMPASSED BY MILWAUKEE COUNTY, WISCONSIN COUNTY OF NEW CASTLE IN THE STATE OF DELAWARE AND IRREVOCABLY AGREE AGREES THAT ALL ACTIONS OR PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL AGREEMENT, THE ANCILLARY AGREEMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY MAY BE LITIGATED IN SUCH COURTS. THE PARTIES EACH PARTY HERETO EACH ACCEPT ACCEPTS FOR ITSELF AND HIMSELF, AS THE CASE MAY BE, AND IN CONNECTION WITH ITS OR HIS, AS THE CASE MAY BE, RESPECTIVE PROPERTIES, GENERALLY AND UNCONDITIONALLY, THE EXCLUSIVE JURISDICTION AND VENUE OF THE AFORESAID SUCH COURTS AND WAIVE WAIVES ANY DEFENSE OF FORUM NON CONVENIENS, AND IRREVOCABLY AGREE AGREES TO BE BOUND BY ANY NON-APPEALABLE JUDGMENT RENDERED THEREBY IN CONNECTION WITH THIS AGREEMENT, THE ANCILLARY AGREEMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EACH PARTY HERETO IRREVOCABLY CONSENTS TO THE SELLER DESIGNATES CT CORPORATION SYSTEM AND SERVICE OF PROCESS OUT OF ANY OF SUCH OTHER PERSON AS MAY HEREINAFTER BE SELECTED BY THE SELLER WHO IRREVOCABLY AGREES IN WRITING TO SO SERVE AS AGENT FOR THE SELLER TO RECEIVE ALL PROCESS COURTS IN ANY SUCH PROCEEDINGS ACTION OR PROCEEDING BY THE MAILING OF COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO SUCH PARTY AT THE ADDRESS SPECIFIED IN THIS AGREEMENT, WITH SUCH SERVICE TO BECOME EFFECTIVE 15 CALENDAR DAYS AFTER SUCH MAILING. NOTHING HEREIN SHALL IN ANY SUCH COURT, SUCH SERVICE BEING HEREBY ACKNOWLEDGED BY WAY BE DEEMED TO LIMIT THE PARTIES ABILITY OF EITHER PARTY HERETO TO BE EFFECTIVE AND BINDING SERVICE IN EVERY RESPECT. A COPY OF SERVE ANY SUCH PROCESS SO SERVED SHALL BE MAILED BY REGISTERED MAIL TO THE PARTIES HERETOLEGAL PROCESS, AS PROVIDED HEREINSUMMONS, EXCEPT THAT UNLESS OTHERWISE PROVIDED NOTICES AND DOCUMENTS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW. Notwithstanding the foregoing, ANY FAILURE TO MAIL SUCH COPY SHALL NOT AFFECT THE VALIDITY OF SERVICE OF PROCESSeach party hereto hereby (v) agrees that it will not bring or support any action, cause of action, claim, cross-claim or third-party claim of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against the Lender Parties in any way relating to this Agreement or any of the transactions contemplated by this Agreement, including but not limited to any dispute arising out of or relating in any way to the Debt Financing or the performance thereof or the transactions contemplated thereby, in any forum other than exclusively in the Supreme Court of the State of New York, County of New York, or, if under applicable law exclusive jurisdiction is vested in the federal courts, the United States District Court for the Southern District of New York (and appellate courts thereof), (w) submits for itself and its property with respect to any such action to the exclusive jurisdiction of such courts, (x) agrees that service of process, summons, notice or document by registered mail addressed to it at its address provided in Section 10.1 shall be effective service of process against it for any such action brought in any such court, (y) waives and hereby irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of, and the defense of an inconvenient forum to the maintenance of, any such action in any such court and (z) agrees that a final judgment in any such action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

Consent to Jurisdiction and Service of Process. THE PARTIES HERETO BORROWER HEREBY CONSENT CONSENTS TO THE JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED WITHIN THE AREA ENCOMPASSED BY MILWAUKEE COUNTY, WISCONSIN COMMONWEALTH OF PENNSYLVANIA AND IRREVOCABLY AGREE THAT AGREES THAT, SUBJECT TO LENDER'S ELECTION, ALL ACTIONS OR PROCEEDINGS ARISING OUT OF OR RELATING TO THE NOTE, THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS SHALL BE LITIGATED IN SUCH COURTS. THE PARTIES HERETO EACH ACCEPT BORROWER ACCEPTS FOR ITSELF AND HIMSELF, AS THE CASE MAY BE, AND IN CONNECTION WITH ITS OR HIS, AS THE CASE MAY BE, RESPECTIVE PROPERTIES, GENERALLY AND UNCONDITIONALLY, THE EXCLUSIVE NONEXCLUSIVE JURISDICTION AND VENUE OF THE AFORESAID COURTS AND WAIVE WAIVES ANY DEFENSE OF FORUM NON CONVENIENS, AND IRREVOCABLY AGREE AGREES TO BE BOUND BY ANY NON-APPEALABLE JUDGMENT RENDERED THEREBY IN CONNECTION WITH THIS AGREEMENT, SUCH NOTE, OR SUCH OTHER LOAN DOCUMENT. THE SELLER BORROWER DESIGNATES AND APPOINTS CT CORPORATION SYSTEM AND (OR SUCH OTHER PERSON AS SHALL ACT AS REGISTERED AGENT OF THE BORROWER IN PENNSYLVANIA AND AS TO WHOM THE BORROWER SHALL PROVIDE NOTICE IN WRITING TO THE LENDER) AND SUCH OTHER PERSONS AS MAY HEREINAFTER HEREAFTER BE SELECTED BY THE SELLER WHO SUCH PERSON WHICH IRREVOCABLY AGREES AGREE IN WRITING TO SO SERVE AS ITS AGENT FOR THE SELLER TO RECEIVE ON ITS BEHALF SERVICE OF ALL PROCESS IN ANY SUCH PROCEEDINGS IN ANY SUCH COURT, SUCH SERVICE BEING HEREBY ACKNOWLEDGED BY THE PARTIES HERETO BORROWER TO BE EFFECTIVE AND BINDING SERVICE IN EVERY RESPECT. A COPY OF ANY SUCH PROCESS SO SERVED SHALL BE MAILED BY REGISTERED MAIL TO THE PARTIES HERETOBORROWER, AS APPLICABLE, AT ITS ADDRESS PROVIDED HEREININ SECTION 9.5, EXCEPT THAT UNLESS OTHERWISE PROVIDED BY APPLICABLE LAW, ANY FAILURE TO MAIL SUCH COPY SHALL NOT AFFECT THE VALIDITY OF SERVICE OF PROCESS. IF ANY AGENT APPOINTED BY THE BORROWER REFUSES TO ACCEPT SERVICE, THE BORROWER HEREBY AGREES THAT SERVICE UPON IT BY MAIL SHALL CONSTITUTE SUFFICIENT NOTICE. NOTHING HEREIN SHALL AFFECT THE RIGHT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR SHALL LIMIT THE RIGHT OF THE LENDER TO BRING PROCEEDINGS AGAINST THE BORROWER IN THE COURTS OF ANY OTHER JURISDICTION.

Consent to Jurisdiction and Service of Process. EACH OF THE PARTIES HERETO HEREBY CONSENT CONSENTS TO THE JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED WITHIN THE AREA ENCOMPASSED BY MILWAUKEE XXXX COUNTY, WISCONSIN STATE OF ILLINOIS AND IRREVOCABLY AGREE THAT AGREES THAT, SUBJECT TO SECTION 27, ALL ACTIONS OR PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL MAY BE LITIGATED IN SUCH COURTS. EACH OF THE PARTIES HERETO EACH ACCEPT ACCEPTS FOR ITSELF AND HIMSELF, AS THE CASE MAY BE, AND IN CONNECTION WITH ITS OR HIS, AS THE CASE MAY BE, RESPECTIVE PROPERTIES, GENERALLY AND UNCONDITIONALLY, THE EXCLUSIVE NONEXCLUSIVE JURISDICTION AND VENUE OF THE AFORESAID COURTS AND WAIVE WAIVES ANY DEFENSE OF FORUM NON CONVENIENSNONCONVENIENS, AND IRREVOCABLY AGREE AGREES TO BE BOUND BY ANY NON-APPEALABLE JUDGMENT RENDERED THEREBY IN CONNECTION WITH THIS AGREEMENT. EACH OF THE SELLER DESIGNATES CT CORPORATION SYSTEM AND SUCH OTHER PERSON AS MAY HEREINAFTER BE SELECTED BY PARTIES HERETO FURTHER IRREVOCABLY CONSENTS TO THE SELLER WHO IRREVOCABLY AGREES IN WRITING TO SO SERVE AS AGENT FOR SERVICE OF PROCESS OUT OF ANY OF THE SELLER TO RECEIVE ALL PROCESS AFOREMENTIONED COURTS IN ANY SUCH PROCEEDINGS ACTION OR PROCEEDING BY THE MAILING OF COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO THE PARTY AT THE ADDRESS SPECIFIED IN ANY SUCH COURTTHIS AGREEMENT, SUCH SERVICE BEING HEREBY ACKNOWLEDGED TO BECOME EFFECTIVE 15 DAYS AFTER SUCH MAILING. NOTHING HEREIN SHALL IN ANY WAY BE DEEMED TO LIMIT THE ABILITY OF ANY PARTY HERETO TO SERVE ANY SUCH LEGAL PROCESS, SUMMONS, NOTICES AND DOCUMENTS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW OR TO OBTAIN JURISDICTION OVER OR, SUBJECT TO SECTION 27, TO BRING ACTIONS, SUITS OR PROCEEDINGS AGAINST ANY OF THE OTHER PARTIES HERETO TO BE EFFECTIVE IN SUCH OTHER JURISDICTIONS, AND BINDING SERVICE IN EVERY RESPECT. A COPY OF ANY SUCH PROCESS SO SERVED SHALL BE MAILED BY REGISTERED MAIL TO THE PARTIES HERETOMANNER, AS PROVIDED HEREIN, EXCEPT THAT UNLESS OTHERWISE PROVIDED MAY BE PERMITTED BY APPLICABLE LAW, ANY FAILURE TO MAIL SUCH COPY SHALL NOT AFFECT THE VALIDITY OF SERVICE OF PROCESS.

Consent to Jurisdiction and Service of Process. (a) Consent to Jurisdiction. ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR ANY OF THE DOCUMENTS, AGREEMENTS OR TRANSACTIONS CONTEMPLATED HEREBY OR ANY ACTION OR PROCEEDING TO EXECUTE OR OTHERWISE ENFORCE ANY JUDGMENT IN RESPECT OF ANY BREACH UNDER THIS AGREEMENT OR ANY DOCUMENT OR AGREEMENT CONTEMPLATED HEREBY MAY BE BROUGHT BY SUCH PARTY IN DISTRICT COURT LOCATED IN POTTER COUNTY, TEXAS AS SUCH PARTY MAY IN ITS SOLE DISCRETION ELECT, AND BY THE EXECUTION AND DELIVERY OF THIS AGREEMENT, THE PARTIES HERETO HEREBY CONSENT IRREVOCABLY AND UNCONDITIONALLY SUBMIT TO THE NON-EXCLUSIVE IN PERSONAM JURISDICTION OF EACH SUCH COURT, AND EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES AND AGREES NOT TO ASSERT IN ANY PROCEEDING BEFORE ANY TRIBUNAL, BY WAY OF MOTION, AS A DEFENSE OR OTHERWISE, ANY CLAIM THAT IS NOT SUBJECT TO THE IN PERSONAM JURISDICTION OF ANY STATE SUCH COURT. IN ADDITION, EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION THAT IT MAY NOW OR FEDERAL COURT LOCATED WITHIN HEREAFTER HAVE TO THE AREA ENCOMPASSED BY MILWAUKEE COUNTYLAYING OF VENUE IN ANY SUIT, WISCONSIN AND IRREVOCABLY AGREE THAT ALL ACTIONS ACTION OR PROCEEDINGS PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL BE LITIGATED IN SUCH COURTS. THE PARTIES HERETO EACH ACCEPT FOR ITSELF AND HIMSELFOR ANY DOCUMENT, AS THE CASE MAY BE, AND IN CONNECTION WITH ITS AGREEMENT OR HIS, AS THE CASE MAY BE, RESPECTIVE PROPERTIES, GENERALLY AND UNCONDITIONALLY, THE EXCLUSIVE JURISDICTION AND VENUE OF THE AFORESAID COURTS AND WAIVE ANY DEFENSE OF FORUM NON CONVENIENS, AND IRREVOCABLY AGREE TO BE BOUND BY ANY NON-APPEALABLE JUDGMENT RENDERED THEREBY IN CONNECTION WITH THIS AGREEMENT. THE SELLER DESIGNATES CT CORPORATION SYSTEM AND SUCH OTHER PERSON AS MAY HEREINAFTER BE SELECTED BY THE SELLER WHO IRREVOCABLY AGREES IN WRITING TO SO SERVE AS AGENT FOR THE SELLER TO RECEIVE ALL PROCESS IN ANY SUCH PROCEEDINGS TRANSACTION CONTEMPLATED HEREBY BROUGHT IN ANY SUCH COURT, AND HEREBY IRREVOCABLY WAIVES ANY CLAIM THAT ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN ANY INCONVENIENT FORUM. (b) Service of Process. EACH PARTY HERETO IRREVOCABLY AGREES THAT PROCESS SERVED, SERVED BY U.S. CERTIFIED MAIL OR SERVED IN THE MANNER PROVIDED FOR COMMUNICATIONS IN THIS AGREEMENT, AT THE ADDRESSES PROVIDED HEREIN FOR NOTICES, SHALL CONSTITUTE, TO THE EXTENT PERMITTED BY LAW, ADEQUATE SERVICE BEING HEREBY ACKNOWLEDGED BY THE PARTIES HERETO OF PROCESS IN ANY SUIT, ACTION OR PROCEEDING, ARISING OUT OF OR RELATING TO BE EFFECTIVE AND BINDING SERVICE THIS AGREEMENT OR ANY DOCUMENT, AGREEMENT OR TRANSACTION CONTEMPLATED HEREBY, OR ANY ACTION OR PROCEEDING TO EXECUTED OR OTHERWISE ENFORCE ANY JUDGMENT IN EVERY RESPECT. A COPY RESPECT OF ANY SUCH BREACH HEREUNDER OR UNDER ANY DOCUMENT OR AGREEMENT CONTEMPLATED HEREBY. RECEIPT OF PROCESS SO SERVED SHALL BE MAILED CONCLUSIVELY PRESUMED AS EVIDENCED BY REGISTERED MAIL TO A DELIVERY RECEIPT FURNISHED BY THE PARTIES HERETO, AS PROVIDED HEREIN, EXCEPT THAT UNLESS OTHERWISE PROVIDED BY APPLICABLE LAW, UNITED STATES POSTAL SERVICE OR ANY FAILURE TO MAIL SUCH COPY SHALL NOT AFFECT THE VALIDITY OF SERVICE OF PROCESSCOMMERCIAL DELIVERY SERVICE.

Consent to Jurisdiction and Service of Process. ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH, THIS AGREEMENT OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF THE PARTIES HERETO SHALL BE BROUGHT AND MAINTAINED EXCLUSIVELY (TO THE EXTENT PERMITTED UNDER APPLICABLE LAW) IN THE COURTS OF THE STATE OF NEW YORK, NEW YORK COUNTY, OR IN THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK; PROVIDED, HOWEVER, THAT ANY SUIT SEEKING ENFORCEMENT AGAINST ANY COLLATERAL OR OTHER PROPERTY MAY BE BROUGHT, AT THE ADMINISTRATIVE AGENT'S OPTION, IN THE COURTS OF ANY JURISDICTION WHERE SUCH COLLATERAL OR OTHER PROPERTY MAY BE FOUND. EACH GRANTOR HEREBY CONSENT EXPRESSLY AND IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY THE COURTS OF THE STATE OR FEDERAL COURT LOCATED WITHIN THE AREA ENCOMPASSED BY MILWAUKEE OF NEW YORK, NEW YORK COUNTY, WISCONSIN AND OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK FOR THE PURPOSE OF ANY SUCH LITIGATION AS SET FORTH ABOVE AND IRREVOCABLY AGREE THAT ALL ACTIONS OR PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL BE LITIGATED IN SUCH COURTS. THE PARTIES HERETO EACH ACCEPT FOR ITSELF AND HIMSELF, AS THE CASE MAY BE, AND IN CONNECTION WITH ITS OR HIS, AS THE CASE MAY BE, RESPECTIVE PROPERTIES, GENERALLY AND UNCONDITIONALLY, THE EXCLUSIVE JURISDICTION AND VENUE OF THE AFORESAID COURTS AND WAIVE ANY DEFENSE OF FORUM NON CONVENIENS, AND IRREVOCABLY AGREE AGREES TO BE BOUND BY ANY NON-APPEALABLE JUDGMENT RENDERED THEREBY IN CONNECTION WITH SUCH LITIGATION. EACH GRANTOR IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS BY REGISTERED MAIL, POSTAGE PREPAID, OR BY PERSONAL SERVICE WITHIN OR WITHOUT THE STATE OF NEW YORK. EACH GRANTOR HEREBY EXPRESSLY AND IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY HAVE OR HEREAFTER MAY HAVE TO THE LAYING OF VALUE OF ANY SUCH LITIGATION BROUGHT IN ANY SUCH COURT REFERRED TO ABOVE AND ANY CLAIM THAT ANY SUCH LITIGATION HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. NOTHING IN THIS AGREEMENT. SECTION SHALL AFFECT THE SELLER DESIGNATES CT CORPORATION SYSTEM AND SUCH OTHER PERSON AS MAY HEREINAFTER BE SELECTED BY THE SELLER WHO IRREVOCABLY AGREES IN WRITING RIGHT OF ANY AGENT, ANY LENDER OR ANY ISSUER TO SO SERVE AS AGENT FOR THE SELLER TO RECEIVE ALL LEGAL PROCESS IN ANY SUCH PROCEEDINGS IN ANY SUCH COURT, SUCH SERVICE BEING HEREBY ACKNOWLEDGED OTHER MANNER PERMITTED BY LAW OR AFFECT THE PARTIES HERETO TO BE EFFECTIVE AND BINDING SERVICE IN EVERY RESPECT. A COPY RIGHT OF ANY SUCH PROCESS SO SERVED SHALL BE MAILED BY REGISTERED MAIL PERSON TO BRING ANY ACTION OR PROCEEDING AGAINST ANY GRANTOR OR ITS RESPECTIVE PROPERTY IN THE COURTS OF ANY OTHER JURISDICTIONS. TO THE PARTIES HERETOEXTENT ANY GRANTOR HAS OR HEREAFTER MAY ACQUIRE ANY IMMUNITY FROM JURISDICTION OF ANY COURT OR FROM ANY LEGAL PROCESS (WHETHER THROUGH SERVICE OR NOTICE, AS PROVIDED HEREINATTACHMENT PRIOR TO JUDGMENT, EXCEPT THAT UNLESS OTHERWISE PROVIDED BY ATTACHMENT IN AID OF EXECUTION, EXECUTION OR OTHERWISE) WITH RESPECT TO ITSELF OR TO ITS PROPERTY, EACH GRANTOR HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, ANY FAILURE SUCH IMMUNITY IN RESPECT OF ITS OBLIGATIONS UNDER THIS AGREEMENT AND EACH OTHER LOAN DOCUMENT EXECUTED OR TO MAIL SUCH COPY SHALL NOT AFFECT THE VALIDITY OF SERVICE OF PROCESSBE EXECUTED BY IT.

Consent to Jurisdiction and Service of Process. THE PARTIES HERETO HEREBY CONSENT ALL JUDICIAL ---------------------------------------------- PROCEEDINGS BROUGHT AGAINST PLEDGOR WITH RESPECT TO THE JURISDICTION OF THIS AGREEMENT MAY BE BROUGHT IN ANY STATE OR FEDERAL COURT LOCATED WITHIN OF COMPETENT JURISDICTION IN THE AREA ENCOMPASSED COMMONWEALTH OF MASSACHUSETTS AND BY MILWAUKEE COUNTY, WISCONSIN EXECUTION AND IRREVOCABLY AGREE THAT ALL ACTIONS OR PROCEEDINGS ARISING OUT DELIVERY OF OR RELATING TO THIS AGREEMENT SHALL BE LITIGATED IN SUCH COURTS. THE PARTIES HERETO EACH ACCEPT PLEDGOR ACCEPTS FOR ITSELF AND HIMSELF, AS THE CASE MAY BE, AND IN CONNECTION WITH ITS OR HIS, AS THE CASE MAY BE, RESPECTIVE PROPERTIES, GENERALLY AND UNCONDITIONALLY, UNCONDITIONALLY THE EXCLUSIVE NONEXCLUSIVE JURISDICTION AND VENUE OF THE AFORESAID COURTS AND WAIVE ANY DEFENSE OF FORUM NON CONVENIENSCOURTS, AND IRREVOCABLY AGREE AGREES TO BE BOUND BY ANY NON-APPEALABLE JUDGMENT RENDERED THEREBY IN CONNECTION WITH THIS AGREEMENT. THE SELLER PARTIES HERETO HEREBY IRREVOCABLY WAIVE TRIAL BY JURY, AND PLEDGOR HEREBY IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING, WITHOUT LIMITATION, ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY SUCH ACTION OR PROCEEDING IN SUCH RESPECTIVE JURISDICTIONS. IN THE EVENT THAT PLEDGOR DESIGNATES CT CORPORATION SYSTEM AND APPOINTS ANY PERSON AS ITS AGENT AND SUCH OTHER PERSON AS MAY HEREINAFTER BE SELECTED BY THE SELLER WHO IRREVOCABLY AGREES IN WRITING TO SO SERVE AS PLEDGOR'S AGENT FOR THE SELLER TO RECEIVE ON PLEDGOR'S BEHALF, SERVICE OF ALL PROCESS IN ANY SUCH PROCEEDINGS IN ANY SUCH COURT, SUCH SERVICE BEING IS HEREBY ACKNOWLEDGED BY THE PARTIES HERETO PLEDGOR TO BE EFFECTIVE AND BINDING SERVICE IN EVERY RESPECT. A COPY OF ANY SUCH PROCESS SO SERVED SHALL BE MAILED BY REGISTERED MAIL TO THE PARTIES HERETOPLEDGOR AT ITS ADDRESS PROVIDED FOR IN SECTION 19 HEREOF. IF ANY AGENT APPOINTED BY PLEDGOR REFUSES TO ACCEPT SERVICE, AS PROVIDED HEREIN, EXCEPT PLEDGOR HEREBY AGREES THAT UNLESS OTHERWISE PROVIDED SERVICE UPON IT BY APPLICABLE LAW, ANY FAILURE TO MAIL SUCH COPY SHALL NOT CONSTITUTE SUFFICIENT NOTICE. NOTHING HEREIN SHALL AFFECT THE VALIDITY RIGHT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR SHALL LIMIT THE RIGHT OF SERVICE THE LENDER TO BRING PROCEEDINGS AGAINST PLEDGOR IN THE COURTS OF PROCESSANY OTHER JURISDICTION.

Consent to Jurisdiction and Service of Process. THE PARTIES HERETO HEREBY CONSENT (A) Except to the extent prohibited by applicable law, the Borrower irrevocably on its own behalf and on behalf of each Subsidiary: (i) agrees that any suit, action, or other legal proceeding arising out of this Agreement or any of the Loans may be brought in the courts of record of any of The Commonwealth of Massachusetts, the State of New York, the State of Delaware or any state or jurisdiction in which any assets of the Borrower and/or any Subsidiary may then be located or the courts of the United States located in any of such states; (ii) consents to the jurisdiction of each such court in any such suit, action or proceeding; and (iii) waives any objection which it may have to the laying of venue of such suit, action or proceeding in any of such courts. NO PARTY TO THE JURISDICTION THIS INSTRUMENT, INCLUDING BUT NOT LIMITED TO ANY ASSIGNEE OR SUCCESSOR OF A PARTY, SHALL SEEK A JURY TRIAL IN ANY STATE LAWSUIT, PROCEEDING, COUNTERCLAIM, OR FEDERAL COURT LOCATED WITHIN THE AREA ENCOMPASSED BY MILWAUKEE COUNTYANY OTHER LITIGATION PROCEDURE BASED UPON, WISCONSIN AND IRREVOCABLY AGREE THAT ALL ACTIONS OR PROCEEDINGS ARISING OUT OF, THIS AGREEMENT, THE NOTES, THE RELATED DOCUMENTS OR ANY OF OR RELATING TO THIS AGREEMENT SHALL BE LITIGATED IN SUCH COURTS. THE PARTIES HERETO EACH ACCEPT FOR ITSELF OTHER DOCUMENTS, INSTRUMENTS AND HIMSELF, AS THE CASE MAY BE, AND AGREEMENTS ENTERED INTO IN CONNECTION WITH ITS HEREWITH OR HIS, AS THEREWITH OR THE CASE MAY BE, RESPECTIVE PROPERTIES, GENERALLY AND UNCONDITIONALLY, DEALINGS OR THE EXCLUSIVE JURISDICTION AND VENUE OF THE AFORESAID COURTS AND WAIVE ANY DEFENSE OF FORUM NON CONVENIENS, AND IRREVOCABLY AGREE TO BE BOUND BY ANY NON-APPEALABLE JUDGMENT RENDERED THEREBY IN CONNECTION WITH THIS AGREEMENT. THE SELLER DESIGNATES CT CORPORATION SYSTEM AND SUCH OTHER PERSON AS MAY HEREINAFTER BE SELECTED BY THE SELLER WHO IRREVOCABLY AGREES IN WRITING TO SO SERVE AS AGENT FOR THE SELLER TO RECEIVE ALL PROCESS IN ANY SUCH PROCEEDINGS IN ANY SUCH COURT, SUCH SERVICE BEING HEREBY ACKNOWLEDGED BY THE PARTIES HERETO TO BE EFFECTIVE AND BINDING SERVICE IN EVERY RESPECT. A COPY OF ANY SUCH PROCESS SO SERVED SHALL BE MAILED BY REGISTERED MAIL TO RELATIONSHIP BETWEEN OR AMONG THE PARTIES HERETO, AS PROVIDED HEREINOR ANY OF THEM. NO PARTY WILL SEEK TO CONSOLIDATE ANY SUCH ACTION, EXCEPT IN WHICH A JURY TRIAL HAS BEEN WAIVED, WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED. THE PROVISIONS OF THIS PARAGRAPH HAVE BEEN FULLY DISCUSSED BY THE PARTIES HERETO, AND THESE PROVISIONS SHALL BE SUBJECT TO NO EXCEPTIONS. NO PARTY HAS IN ANY WAY AGREED WITH OR REPRESENTED TO ANY OTHER PARTY THAT UNLESS OTHERWISE PROVIDED BY APPLICABLE LAWTHE PROVISIONS OF THIS PARAGRAPH WILL NOT BE FULLY ENFORCED IN ALL INSTANCES. For such time as any of the Indebtedness of the Borrower and/or any Subsidiary to Agent and/or to any of the Banks under this Agreement, ANY FAILURE TO MAIL SUCH COPY SHALL NOT AFFECT THE VALIDITY OF SERVICE OF PROCESSany of the Related Documents and/or any of the Notes shall be unpaid in whole or in part and/or any part of the Commitment is in effect, the Borrower irrevocably designates its registered agent for service of process in each state or jurisdiction in which any suit, action or legal proceeding may be brought under this Agreement, any of the Notes and/or any of the Related Documents, and, in the absence thereof, the Secretary of State or other like authority if such jurisdiction has no Secretary of State of whichever state or other jurisdiction any suit, action or legal proceedings may be brought under this Agreement, any of the Notes and/or any of the Related Documents is the jurisdiction or state in which any such suit, action or other legal proceeding is filed, as its agent to accept and acknowledge on its behalf service of any and all process in any such suit, action or proceeding brought in any such court and agrees and consents that any such service of process upon such agent and written notice of such service to the Borrower by registered or certified mail shall be taken and held to be valid personal service upon the Borrower regardless of where the Borrower shall then be doing business and that any such service of process shall be of the same force and validity as if service were made upon it according to the laws governing the validity and requirements of such service in each such state or jurisdiction and waives any claim of lack of personal service or other error by reason of any such service. Any notice, process, pleadings or other papers served upon the aforesaid designated agent shall, within three (3) Business Days after such service, be sent by certified or registered mail to the Borrower at its address set forth in this Agreement and to Xxxxx X. Xxxxxxx, Esq. at Xxxxxxx & Xxxxxx LLP at its address set forth in Section 9.07.

Consent to Jurisdiction and Service of Process. EACH OF THE PARTIES HERETO HEREBY CONSENT CONSENTS TO THE JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED WITHIN THE AREA ENCOMPASSED BY MILWAUKEE COUNTY, WISCONSIN STATE OF DELAWARE AND IRREVOCABLY AGREE AGREES THAT ALL ACTIONS OR PROCEEDINGS BETWEEN OR AMONGST ANY OF THE PARTIES HERETO ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL BE LITIGATED IN SUCH COURTS. EACH OF THE PARTIES HERETO EACH ACCEPT ACCEPTS FOR ITSELF AND HIMSELF, AS THE CASE MAY BE, AND IN CONNECTION WITH ITS OR HIS, AS THE CASE MAY BE, RESPECTIVE PROPERTIES, GENERALLY AND UNCONDITIONALLY, THE EXCLUSIVE JURISDICTION AND VENUE OF THE AFORESAID COURTS AND WAIVE WAIVES ANY DEFENSE OF FORUM NON CONVENIENS, AND IRREVOCABLY AGREE AGREES TO BE BOUND BY ANY NON-APPEALABLE JUDGMENT RENDERED THEREBY THEREBY, IN EACH CASE ONLY IN CONNECTION WITH ACTIONS OR PROCEEDINGS BETWEEN OR AMONGST ANY OF THE PARTIES HERETO ARISING OUT OF OR RELATING TO THIS AGREEMENT. EACH OF THE SELLER PARTIES HERETO HEREBY DESIGNATES CT CORPORATION SYSTEM AND APPOINTS THE PERSONS SPECIFIED BELOW AND SUCH OTHER PERSON PERSONS LOCATED IN THE STATE OF DELAWARE AS MAY HEREINAFTER BE SELECTED BY THE SELLER WHO SUCH PARTIES, WHICH PERSONS SHALL IRREVOCABLY AGREES AGREE IN WRITING TO SO SERVE AS AGENT FOR THE SELLER TO RECEIVE ON SUCH PARTY'S BEHALF SERVICE OF ALL PROCESS IN ANY SUCH PROCEEDINGS IN ANY SUCH COURT, SUCH SERVICE BEING HEREBY ACKNOWLEDGED BY EACH OF THE PARTIES HERETO TO BE EFFECTIVE AND BINDING SERVICE IN EVERY RESPECT. A COPY OF ANY SUCH PROCESS SO SERVED SHALL BE MAILED BY REGISTERED MAIL TO THE PARTIES HERETO, AS PROVIDED HEREIN, EXCEPT THAT UNLESS OTHERWISE PROVIDED BY APPLICABLE LAW, ANY FAILURE TO MAIL SUCH COPY SHALL NOT AFFECT THE VALIDITY OF SERVICE OF PROCESS.. IF ANY AGENT APPOINTED BY THE PARTIES REFUSES TO ACCEPT SERVICE, THEN EACH OF THEM HEREBY AGREES THAT SERVICE UPON IT BY MAIL SHALL CONSTITUTE SUFFICIENT NOTICE. NOTHING HEREIN SHALL AFFECT THE RIGHT OF ANY OTHER PARTY HERETO TO SERVE PROCESS ON ANOTHER PARTY HERETO IN ANY OTHER MANNER PERMITTED BY LAW. AGENT OF BUYER: CT CORPORATION SYSTEM 1209 Orange Street Wilmington, Delaware 10000 XXXXX XX XXXXXX: XX XXXXXXXXXXX XXXXXX 1209 Orange Street Wilmington, Delaware 10000 XXXXX XX XXX: XX XXXXXXXXXXX XXXXXX 1209 Orange Street Wilmington, Delaware 10000

Consent to Jurisdiction and Service of Process. EACH OF THE PARTIES HERETO HEREBY CONSENT CONSENTS TO THE JURISDICTION OF ANY THE COURT OF CHANCERY OF THE STATE OR FEDERAL COURT LOCATED WITHIN THE AREA ENCOMPASSED BY MILWAUKEE COUNTY, WISCONSIN OF DELAWARE AND IRREVOCABLY AGREE AGREES THAT ALL ACTIONS OR PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE MERGER OR THE OTHER TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT SHALL MAY BE LITIGATED IN SUCH COURTSCOURT. EACH OF THE PARTIES HERETO EACH ACCEPT ACCEPTS FOR ITSELF AND HIMSELF, AS THE CASE MAY BE, AND IN CONNECTION WITH ITS OR HIS, AS THE CASE MAY BE, RESPECTIVE PROPERTIES, GENERALLY AND UNCONDITIONALLY, THE EXCLUSIVE JURISDICTION AND VENUE OF THE AFORESAID COURTS COURT AND WAIVE WAIVES ANY DEFENSE OF FORUM NON CONVENIENS, AND IRREVOCABLY AGREE AGREES TO BE BOUND BY ANY NON-APPEALABLE FINAL AND NONAPPEALABLE JUDGMENT RENDERED THEREBY IN CONNECTION WITH THIS AGREEMENT, THE MERGER OR THE OTHER TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH OF THE SELLER DESIGNATES CT CORPORATION SYSTEM AND SUCH OTHER PERSON AS MAY HEREINAFTER BE SELECTED BY PARTIES HERETO FURTHER IRREVOCABLY CONSENTS TO THE SELLER WHO IRREVOCABLY AGREES IN WRITING TO SO SERVE AS AGENT FOR SERVICE OF PROCESS OUT OF THE SELLER TO RECEIVE ALL PROCESS AFOREMENTIONED COURT IN ANY SUCH PROCEEDINGS ACTION OR PROCEEDING BY THE MAILING OF COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO SUCH PARTY AT THE ADDRESS SPECIFIED IN ANY SUCH COURTTHIS AGREEMENT, SUCH SERVICE BEING HEREBY ACKNOWLEDGED BY TO BECOME EFFECTIVE 15 CALENDAR DAYS AFTER SUCH MAILING. NOTHING HEREIN WILL IN ANY WAY BE DEEMED TO LIMIT THE PARTIES ABILITY OF ANY PARTY HERETO TO BE EFFECTIVE AND BINDING SERVICE IN EVERY RESPECT. A COPY OF SERVE ANY SUCH PROCESS SO SERVED SHALL BE MAILED LEGAL PROCESS, SUMMONS, NOTICES AND DOCUMENTS IN ANY OTHER MANNER PERMITTED BY REGISTERED MAIL APPLICABLE LAW OR TO THE PARTIES HERETOOBTAIN JURISDICTION OVER OR TO BRING ACTIONS, SUITS OR PROCEEDINGS AGAINST ANY OTHER PARTY HERETO IN SUCH OTHER JURISDICTIONS, AND IN SUCH MANNER, AS PROVIDED HEREIN, EXCEPT THAT UNLESS OTHERWISE PROVIDED MAY BE PERMITTED BY ANY APPLICABLE LAW, ANY FAILURE TO MAIL SUCH COPY SHALL NOT AFFECT THE VALIDITY OF SERVICE OF PROCESS.

Consent to Jurisdiction and Service of Process. (a) SUBJECT TO CLAUSE (b) BELOW, THE PARTIES HERETO HEREBY CONSENT TO THE JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED WITHIN THE AREA ENCOMPASSED BY MILWAUKEE COUNTY, WISCONSIN AND IRREVOCABLY AGREE THAT ALL ACTIONS OR PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL BE LITIGATED IN SUCH COURTS. THE PARTIES HERETO EACH ACCEPT FOR ITSELF AND HIMSELF, AS THE CASE MAY BE, AND IN CONNECTION WITH ITS OR HIS, AS THE CASE MAY BE, RESPECTIVE PROPERTIES, GENERALLY AND UNCONDITIONALLY, SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE STATE COURTS LOCATED IN WILMINGTON, DELAWARE OR THE COURTS OF THE UNITED STATES LOCATED IN WILMINGTON, DELAWARE IN RESPECT OF THE INTERPRETATION AND ENFORCEMENT OF THE PROVISIONS OF THIS AGREEMENT AND ANY RELATED AGREEMENT, CERTIFICATE OR OTHER DOCUMENT DELIVERED IN Table of Contents CONNECTION HEREWITH AND BY THIS AGREEMENT WAIVE, AND AGREE NOT TO ASSERT, ANY DEFENSE IN ANY ACTION FOR THE INTERPRETATION OR ENFORCEMENT OF THIS AGREEMENT AND ANY RELATED AGREEMENT, CERTIFICATE OR OTHER DOCUMENT DELIVERED IN CONNECTION HEREWITH, THAT THEY ARE NOT SUBJECT THERETO OR THAT SUCH ACTION MAY NOT BE BROUGHT OR IS NOT MAINTAINABLE IN SUCH COURTS OR THAT THIS AGREEMENT MAY NOT BE ENFORCED IN OR BY SUCH COURTS OR THAT THEIR PROPERTY IS EXEMPT OR IMMUNE FROM EXECUTION, THAT THE ACTION IS BROUGHT IN AN INCONVENIENT FORUM, OR THAT THE VENUE OF THE AFORESAID COURTS AND WAIVE ANY DEFENSE ACTION IS IMPROPER. SERVICE OF FORUM NON CONVENIENS, AND IRREVOCABLY AGREE TO PROCESS WITH RESPECT THERETO MAY BE BOUND MADE UPON BUYER BY ANY NON-APPEALABLE JUDGMENT RENDERED THEREBY IN CONNECTION WITH THIS AGREEMENT. THE SELLER DESIGNATES CT CORPORATION SYSTEM AND SUCH OTHER PERSON AS MAY HEREINAFTER BE SELECTED BY THE SELLER WHO IRREVOCABLY AGREES IN WRITING TO SO SERVE AS AGENT FOR THE SELLER TO RECEIVE ALL PROCESS IN ANY SUCH PROCEEDINGS IN ANY SUCH COURT, SUCH SERVICE BEING HEREBY ACKNOWLEDGED BY THE PARTIES HERETO TO BE EFFECTIVE AND BINDING SERVICE IN EVERY RESPECT. MAILING A COPY OF ANY SUCH PROCESS SO SERVED SHALL BE MAILED THEREOF BY REGISTERED MAIL OR CERTIFIED MAIL, POSTAGE PREPAID, TO THE PARTIES HERETO, SUCH PARTY AT ITS ADDRESS AS PROVIDED HEREININ SECTION 11.9. (b) Notwithstanding anything herein to the contrary, EXCEPT THAT UNLESS OTHERWISE PROVIDED BY APPLICABLE LAWthe Parties hereto acknowledge and irrevocably agree (i) that any action, ANY FAILURE TO MAIL SUCH COPY SHALL NOT AFFECT THE VALIDITY OF SERVICE OF PROCESSwhether in law or in equity, whether in contract or in tort or otherwise, involving the Debt Financing Sources arising out of, or relating to, the transactions contemplated hereby shall be subject to the exclusive jurisdiction of any state or federal court in the State of California and any appellate court thereof and each Party hereto submits for itself and its property with respect to any such action to the exclusive jurisdiction of such court, (ii) not to bring or permit any of their respective Affiliates or Representatives to bring or support anyone else in bringing such action in any other court, (iii) that service of process, summons, notice or document by registered mail shall be effective service of process against them for any such action brought in any such court, (iv) to waive and hereby waive, to the fullest extent permitted by law, any objection which any of them may now or hereafter have to the laying of venue of, and the defense of an inconvenient forum to the maintenance of, any such action in any such court, (v) notwithstanding anything to the contrary set forth in Section 11.13, to waive and hereby waive any right to trial by jury in respect of any such action and (vi) that a final judgment in any such action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

Consent to Jurisdiction and Service of Process. THE PARTIES HERETO HEREBY CONSENT TO THE JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED WITHIN THE AREA ENCOMPASSED BY MILWAUKEE COUNTY, WISCONSIN THE SOUTHERN DISTRICT OF THE STATE OF NEW YORK AND IRREVOCABLY AGREE THAT ALL ACTIONS OR PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL BE LITIGATED IN SUCH COURTS. THE PARTIES HERETO EACH ACCEPT FOR ITSELF AND HIMSELF, AS THE CASE MAY BE, AND IN CONNECTION WITH ITS OR HIS, AS THE CASE MAY BE, RESPECTIVE PROPERTIES, GENERALLY AND UNCONDITIONALLY, THE EXCLUSIVE JURISDICTION AND VENUE OF THE AFORESAID COURTS AND WAIVE ANY DEFENSE OF FORUM NON CONVENIENS, AND IRREVOCABLY AGREE TO BE BOUND BY ANY NON-APPEALABLE JUDGMENT RENDERED THEREBY IN CONNECTION WITH THIS AGREEMENT. THE SELLER DESIGNATES SELLERS EACH DESIGNATE CT CORPORATION SYSTEM AND SUCH OTHER PERSON AS MAY HEREINAFTER BE SELECTED BY THE SELLER SELLERS' REPRESENTATIVE WHO IRREVOCABLY AGREES IN WRITING TO SO SERVE AS AGENT FOR THE SELLER SELLERS TO RECEIVE ALL PROCESS IN ANY SUCH PROCEEDINGS IN ANY SUCH COURT, SUCH SERVICE BEING HEREBY ACKNOWLEDGED BY THE PARTIES HERETO TO BE EFFECTIVE AND BINDING SERVICE IN EVERY RESPECT. THE BUYER DESIGNATES ROBERT L. ROSNER AT HIS BUSINESS ADDRESS SET FORTH IN SECTION 9.6 AND XXXX XXXXX XXXXON AS MAY HEREINAFTER BE SELECTED BY THE BUYER WHO IRREVOCABLY AGREES IN WRITING TO SO SERVE AS AGENT FOR THE BUYER TO RECEIVE ALL PROCESS IN ANY SUCH PROCEEDINGS IN ANY SUCH COURT, SUCH SERVICE BEING HEREBY ACKNOWLEDGED BY THE PARTIES HERETO TO BE EFFECTIVE AND BINDING SERVICE IN EVERY RESPECT. A COPY OF ANY SUCH PROCESS SO SERVED SHALL BE MAILED BY REGISTERED MAIL TO THE PARTIES HERETO, AS PROVIDED HEREIN, EXCEPT THAT UNLESS OTHERWISE PROVIDED BY APPLICABLE LAW, ANY FAILURE TO MAIL SUCH COPY SHALL NOT AFFECT THE VALIDITY OF SERVICE OF PROCESS.

Consent to Jurisdiction and Service of Process. THE PARTIES HERETO HEREBY CONSENT TO THE JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED WITHIN THE AREA ENCOMPASSED BY MILWAUKEE COUNTY, WISCONSIN AND IRREVOCABLY AGREE THAT ALL ACTIONS OR PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL BE LITIGATED IN SUCH COURTS. THE PARTIES HERETO EACH ACCEPT FOR ITSELF AND HIMSELF, AS THE CASE MAY BE, AND IN CONNECTION WITH ITS OR HIS, AS THE CASE MAY BE, RESPECTIVE PROPERTIES, GENERALLY AND UNCONDITIONALLY, SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE STATE COURTS LOCATED IN WILMINGTON, DELAWARE OR THE COURTS OF THE UNITED STATES LOCATED IN WILMINGTON, DELAWARE IN RESPECT OF THE INTERPRETATION AND ENFORCEMENT OF THE PROVISIONS OF THIS AGREEMENT AND ANY RELATED AGREEMENT, CERTIFICATE OR OTHER DOCUMENT DELIVERED IN CONNECTION HEREWITH AND BY THIS AGREEMENT WAIVE, AND AGREE NOT TO ASSERT, ANY DEFENSE IN ANY ACTION FOR THE INTERPRETATION OR ENFORCEMENT OF THIS AGREEMENT AND ANY RELATED AGREEMENT, CERTIFICATE OR OTHER DOCUMENT DELIVERED IN CONNECTION HEREWITH, THAT THEY ARE NOT SUBJECT THERETO OR THAT SUCH ACTION MAY NOT BE BROUGHT OR IS NOT MAINTAINABLE IN SUCH COURTS OR THAT THIS AGREEMENT MAY NOT BE ENFORCED IN OR BY SUCH COURTS OR THAT THEIR PROPERTY IS EXEMPT OR IMMUNE FROM EXECUTION, THAT THE ACTION IS BROUGHT IN AN INCONVENIENT FORUM, OR THAT THE VENUE OF THE AFORESAID COURTS AND WAIVE ACTION IS IMPROPER. SERVICE OF PROCESS WITH RESPECT THERETO MAY BE MADE UPON ANY DEFENSE OF FORUM NON CONVENIENS, AND IRREVOCABLY AGREE PARTY TO BE BOUND THIS AGREEMENT BY ANY NON-APPEALABLE JUDGMENT RENDERED THEREBY IN CONNECTION WITH THIS AGREEMENT. THE SELLER DESIGNATES CT CORPORATION SYSTEM AND SUCH OTHER PERSON AS MAY HEREINAFTER BE SELECTED BY THE SELLER WHO IRREVOCABLY AGREES IN WRITING TO SO SERVE AS AGENT FOR THE SELLER TO RECEIVE ALL PROCESS IN ANY SUCH PROCEEDINGS IN ANY SUCH COURT, SUCH SERVICE BEING HEREBY ACKNOWLEDGED BY THE PARTIES HERETO TO BE EFFECTIVE AND BINDING SERVICE IN EVERY RESPECT. MAILING A COPY OF ANY SUCH PROCESS SO SERVED SHALL BE MAILED THEREOF BY REGISTERED MAIL OR CERTIFIED MAIL, POSTAGE PREPAID, TO THE PARTIES HERETO, SUCH PARTY AT ITS ADDRESS AS PROVIDED HEREIN, EXCEPT THAT UNLESS OTHERWISE PROVIDED BY APPLICABLE LAW, ANY FAILURE TO MAIL SUCH COPY SHALL NOT AFFECT THE VALIDITY OF SERVICE OF PROCESSIN SECTION 11.04.

Consent to Jurisdiction and Service of Process. THE PARTIES HERETO HEREBY CONSENT TO THE JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED WITHIN THE AREA ENCOMPASSED BY MILWAUKEE COUNTY, WISCONSIN AND IRREVOCABLY AGREE THAT ALL ACTIONS OR PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL BE LITIGATED IN SUCH COURTS. THE PARTIES HERETO EACH ACCEPT FOR ITSELF AND HIMSELF, AS THE CASE MAY BE, AND IN CONNECTION WITH ITS OR HIS, AS THE CASE MAY BE, RESPECTIVE PROPERTIES, GENERALLY AND UNCONDITIONALLY, SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE STATE COURTS LOCATED IN MINNESOTA OR THE COURTS OF THE UNITED STATES LOCATED IN MINNEAPOLIS, MINNESOTA IN RESPECT OF THE INTERPRETATION AND ENFORCEMENT OF THE PROVISIONS OF THIS AGREEMENT AND ANY RELATED AGREEMENT, CERTIFICATE OR OTHER DOCUMENT DELIVERED IN CONNECTION HEREWITH AND BY THIS AGREEMENT WAIVE, AND AGREE NOT TO ASSERT, ANY DEFENSE IN ANY ACTION FOR THE INTERPRETATION OR ENFORCEMENT OF THIS AGREEMENT AND ANY RELATED AGREEMENT, CERTIFICATE OR OTHER DOCUMENT DELIVERED IN CONNECTION HEREWITH, THAT THEY ARE NOT SUBJECT THERETO OR THAT SUCH ACTION MAY NOT BE BROUGHT OR IS NOT MAINTAINABLE IN SUCH COURTS OR THAT THIS AGREEMENT MAY NOT BE ENFORCED IN OR BY SUCH COURTS OR THAT THEIR PROPERTY IS EXEMPT OR IMMUNE FROM EXECUTION, THAT THE ACTION IS BROUGHT IN AN INCONVENIENT FORUM, OR THAT THE VENUE OF THE AFORESAID COURTS AND WAIVE ACTION IS IMPROPER. SERVICE OF PROCESS WITH RESPECT THERETO MAY BE MADE UPON ANY DEFENSE OF FORUM NON CONVENIENS, AND IRREVOCABLY AGREE PARTY TO BE BOUND THIS AGREEMENT BY ANY NON-APPEALABLE JUDGMENT RENDERED THEREBY IN CONNECTION WITH THIS AGREEMENT. THE SELLER DESIGNATES CT CORPORATION SYSTEM AND SUCH OTHER PERSON AS MAY HEREINAFTER BE SELECTED BY THE SELLER WHO IRREVOCABLY AGREES IN WRITING TO SO SERVE AS AGENT FOR THE SELLER TO RECEIVE ALL PROCESS IN ANY SUCH PROCEEDINGS IN ANY SUCH COURT, SUCH SERVICE BEING HEREBY ACKNOWLEDGED BY THE PARTIES HERETO TO BE EFFECTIVE AND BINDING SERVICE IN EVERY RESPECT. MAILING A COPY OF ANY SUCH PROCESS SO SERVED SHALL BE MAILED THEREOF BY REGISTERED MAIL OR CERTIFIED MAIL, POSTAGE PREPAID, TO THE PARTIES HERETO, SUCH PARTY AT ITS ADDRESS AS PROVIDED HEREIN, EXCEPT THAT UNLESS OTHERWISE PROVIDED BY APPLICABLE LAW, ANY FAILURE TO MAIL SUCH COPY SHALL NOT AFFECT THE VALIDITY OF SERVICE OF PROCESSIN SECTION 8.

Consent to Jurisdiction and Service of Process. THE PARTIES EACH PARTY HERETO HEREBY CONSENT CONSENTS TO THE JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED WITHIN THE AREA ENCOMPASSED BY MILWAUKEE COUNTYCOUNTY OF XXXX, WISCONSIN STATE OF ILLINOIS AND IRREVOCABLY AGREE AGREES THAT SUBJECT TO COMPANY'S ELECTION, ALL ACTIONS OR PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE OTHER RELATED DOCUMENTS SHALL BE LITIGATED IN SUCH COURTS. THE PARTIES EACH PARTY HERETO EACH ACCEPT ACCEPTS FOR ITSELF AND HIMSELF, AS THE CASE MAY BE, AND IN CONNECTION WITH ITS OR HIS, AS THE CASE MAY BE, RESPECTIVE PROPERTIES, GENERALLY AND UNCONDITIONALLY, THE EXCLUSIVE NONEXCLUSIVE JURISDICTION AND VENUE OF THE AFORESAID COURTS AND WAIVE WAIVES ANY DEFENSE OF FORUM NON CONVENIENS, AND IRREVOCABLY AGREE AGREES TO BE BOUND BY ANY NON-APPEALABLE JUDGMENT RENDERED THEREBY IN CONNECTION WITH THIS AGREEMENT. THE SELLER XXXXXX DESIGNATES AND APPOINTS CT CORPORATION SYSTEM AND SUCH OTHER PERSON PERSONS AS MAY HEREINAFTER BE SELECTED BY THE SELLER COMPANY WHO IRREVOCABLY AGREES AGREE IN WRITING TO SO SERVE AS AGENT FOR THE SELLER TO RECEIVE ON XXXXXX'X BEHALF SERVICE OF ALL PROCESS IN ANY SUCH PROCEEDINGS IN ANY SUCH COURT, SUCH SERVICE BEING HEREBY ACKNOWLEDGED BY THE PARTIES HERETO XXXXXX TO BE EFFECTIVE AND BINDING SERVICE IN EVERY RESPECT. A COPY OF ANY SUCH PROCESS SO SERVED SHALL BE MAILED BY REGISTERED MAIL TO THE PARTIES HERETO, EACH PARTY AS PROVIDED HEREIN. IF ANY AGENT APPOINTED BY A PARTY REFUSES TO ACCEPT SERVICE, EXCEPT SUCH PARTY HEREBY AGREES THAT UNLESS OTHERWISE PROVIDED SERVICE UPON IT OR HIM BY APPLICABLE LAW, ANY FAILURE TO MAIL SUCH COPY SHALL NOT CONSTITUTE SUFFICIENT NOTICE. NOTHING HEREIN SHALL AFFECT THE VALIDITY RIGHT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR SHALL LIMIT THE RIGHT OF SERVICE OF PROCESSTHE COMPANY TO BRING PROCEEDINGS AGAINST XXXXXX IN ANY OTHER COURT HAVING JURISDICTION OVER XXXXXX.