Common use of Consent to Jurisdiction and Venue Clause in Contracts

Consent to Jurisdiction and Venue. Any legal action, suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby shall be brought solely in the Chancery Court of the State of Delaware; provided, that if (and only after) such courts determine that they lack subject matter jurisdiction over any such legal action, suit or proceeding, such legal action, suit or proceeding shall be brought in the Federal courts of the United States located in the State of Delaware; provided, further, that if (and only after) both the Chancery Court of the State of Delaware and the Federal courts of the United States located in the State of Delaware determine that they lack subject matter jurisdiction over any such legal action, suit or proceeding, such legal action, suit or proceeding shall be brought in the United States District Court for the Southern District of New York. Notwithstanding the foregoing, each of the parties hereto 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 Financing 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 Commitment Letter or the performance thereof, in any forum other than the federal and New York State courts located in the City of New York, Borough of Manhattan (and appellate courts thereof). By executing and delivering this Agreement, the parties irrevocably: (i) accept generally and unconditionally the exclusive jurisdiction and venue of these courts; (ii) waive any objections which such party may now or hereafter have to the laying of venue of any of the aforesaid actions arising out of or in connection with this Agreement brought in the courts referred to in clause (i) above and hereby further irrevocably waive and agree not to plead or claim in any such court that such action brought in any such court has been brought in an inconvenient forum; (iii) agree that service of all process in any such action in any such court may be made by registered or certified mail, return receipt requested, to such party at its address provided in accordance with this Agreement; and (iv) agree that service as provided in clause (c) above is sufficient to confer personal jurisdiction over such party in any such action in any such court, and otherwise constitutes effective and binding service in every respect.

Consent to Jurisdiction and Venue. Any legal action, suit or proceeding arising out of or party seeking to enforce claims under this Warranty hereby acknowledges and agrees that (i) all matters relating to the validity, performance, interpretation, and/or enforcement of this Agreement or the transactions contemplated hereby Warranty shall be brought solely governed by and construed in accordance with the Chancery Court laws of the State of Delaware; providedTexas, that if (and only after) such courts determine that they lack subject matter jurisdiction over any such legal action, suit or proceeding, such legal action, suit or proceeding shall be brought in the Federal courts of the United States located in the State of Delaware; provided, further, that if (and only after) both the Chancery Court of the State of Delaware and the Federal courts of the United States located in the State of Delaware determine that they lack subject matter jurisdiction over any such legal action, suit or proceeding, such legal action, suit or proceeding shall be brought in the United States District Court for the Southern District of New York. Notwithstanding the foregoing, each of the parties hereto 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 Financing 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 Commitment Letter or the performance thereof, in any forum other than the federal and New York State courts located in the City of New York, Borough of Manhattan (and appellate courts thereof). By executing and delivering this Agreement, the parties irrevocably: (i) accept generally and unconditionally the exclusive jurisdiction and venue of these courts; (ii) waive any objections which such party and all claims, actions, proceedings or causes of action relating to the validity, performance, interpretation, and/or enforcement hereof must be submitted to a court of competent jurisdiction in Houston, Harris County, Texas, (iii) this Warranty is capable of being performed in Harris County, Texas, (iv) it irrevocably submits itself to the jurisdiction of the state and federal courts in Harris County, Texas, (v) service of process may be made upon it in any legal proceeding in connection with this Warranty or any other agreement as provided by Texas law, (vi) it irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of venue of any of the aforesaid actions litigation arising out of or in connection with this Agreement Warranty or any other agreement or transaction brought in the courts referred to in clause (i) above and hereby further irrevocably waive and agree not to plead or claim in any such court court, (vii) it irrevocably waives any claims that such action litigation brought in any such court has been brought in an inconvenient forum; , and (iiiviii) agree that it irrevocably consents to the service of all process in out of any such action in any such court may be made of the aforementioned courts by registered or certified mailthe mailing of copies thereof by Certified Mail, return receipt requestedReturn Receipt Requested, to such party at postage prepaid, and its address provided in accordance with set forth herein. The scope of each of the foregoing waivers is intended to be all encompassing. Each party acknowledges that this Agreement; and (iv) agree that service as provided in clause (c) above waiver is sufficient a material inducement to confer personal jurisdiction over such the agreement of each party in any such action in any such courthereto to enter into a business relationship, and otherwise constitutes effective that each has already relied on this waiver in entering into this Warranty. Each party warrants and binding service in every respectrepresents that it has reviewed these waivers with its legal counsel, and that it knowingly and voluntarily agrees to each such waiver following consultation therewith.

Consent to Jurisdiction and Venue. Any legal action, suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby shall be brought solely in the Chancery Court of the State of Delaware; provided, that if (and only after) such courts determine that they lack subject matter jurisdiction over any such legal action, suit or proceeding, such legal action, suit or proceeding shall be brought in the Federal courts of the United States located in the State of Delaware; provided, further, that if (and only after) both the Chancery Court of the State of Delaware and the Federal courts of the United States located in the State of Delaware determine that they lack subject matter jurisdiction over any such legal action, suit or proceeding, such legal action, suit or proceeding shall be brought in the United States District Court for the Southern District of New York. Notwithstanding the foregoing, each of the parties hereto 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 Financing 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 Commitment Letter or the performance thereof, in any forum other than the federal and New York State courts located in the City of New York, Borough of Manhattan (and appellate courts thereof). By executing and delivering this Agreement, the parties irrevocably: (i) accept generally and unconditionally the exclusive jurisdiction and venue of these courts; (ii) waive any objections which such party may now or hereafter have to the laying of venue of any of the aforesaid actions arising out of or in connection with this Agreement brought in the courts referred to in clause (i) above and hereby further irrevocably waive and agree not to plead or claim in any such court that such action brought in any such court has been brought in an inconvenient forum; (iii) agree that service of all process in any such action in any such court may be made by registered or certified mail, return receipt requested, to such party at its address provided in accordance with this AgreementSection 12.3; and (iv) agree that service as provided in clause (c) above is sufficient to confer personal jurisdiction over such party in any such action in any such court, and otherwise constitutes effective and binding service in every respect.

Consent to Jurisdiction and Venue. Any legal actionThe parties hereby irrevocably and unconditionally consent and agree that all actions, suit suits or proceeding other proceedings arising under or in connection with this agreement shall be tried and litigated in state or federal courts located in the state of Nevada, which courts shall have exclusive jurisdiction to hear and determine any and all claims, controversies and disputes arising out of or relating related to this Agreement or the transactions contemplated hereby shall be brought solely in the Chancery Court of the State of Delaware; provided, that if (and only after) such courts determine that they lack subject matter jurisdiction over any such legal action, suit or proceeding, such legal action, suit or proceeding shall be brought in the Federal courts of the United States located in the State of Delaware; provided, further, that if (and only after) both the Chancery Court of the State of Delaware and the Federal courts of the United States located in the State of Delaware determine that they lack subject matter jurisdiction over any such legal action, suit or proceeding, such legal action, suit or proceeding shall be brought in the United States District Court for the Southern District of New Yorkagreement. Notwithstanding the foregoing, each of the parties hereto agrees that it will not bring or support nothing contained in this section 9.7 shall preclude buyer from bringing any action, cause of action, claim, cross-claim suit or third-party claim other proceeding in the courts of any kind other location where the company or description, whether in law sellers or in equity, whether in contract or in tort or otherwise, against the Financing Parties in any way relating to this Agreement one of them or any of its or their assets or the transactions contemplated by this Agreementcollateral may be found or located or to enforce any judgment or other court order in favor of buyer. Each of the company and each seller, including but not limited to any dispute arising out of or relating in any way for itself and its property, (a) irrevocably submits to the Debt Commitment Letter or the performance thereof, in any forum other than the federal and New York State courts located in the City jurisdiction of New York, Borough of Manhattan (and appellate courts thereof). By executing and delivering this Agreement, the parties irrevocably: (i) accept generally and unconditionally the exclusive jurisdiction and venue of these courts; (ii) waive any objections which such party may now or hereafter have to the laying of venue of any of the aforesaid actions arising out of or in connection with this Agreement brought in the courts referred to in clause (i) above and hereby further irrevocably waive and agree not to plead or claim in any such court that and consents in advance to such action brought jurisdiction in any such court has been brought in an inconvenient forum; (iii) agree that service of all process in any such action in any such court may be made by registered action, suit or certified mail, return receipt requested, to such party at its address provided in accordance with this Agreement; and (iv) agree that service as provided in clause (c) above is sufficient to confer personal jurisdiction over such party in any such action other proceeding commenced in any such court, (b) waives any right it may have to assert the doctrine of forum non conveniens or any objection that such person may have based upon lack of personal jurisdiction or improper venue and otherwise constitutes effective (c) consents to the granting of such legal or equitable relief as is deemed appropriate by such court. To the extent permitted under the applicable laws of any such jurisdiction, each of the company and binding service each seller hereby waives, in every respectrespect of any such action, suit or other proceeding, the jurisdiction of any other court or courts that now or hereafter, by reason of such party's present or future domicile, or otherwise, may be available to it.

Consent to Jurisdiction and Venue. Any legal action(a) Each Guarantor irrevocably and unconditionally submits for itself and its property, suit to the nonexclusive jurisdiction of the state and federal courts located in New York, New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement Guaranty or the transactions contemplated hereby shall be brought solely in the Chancery Court any other Loan Document, or for recognition or enforcement of any judgment, and each of the State parties hereto irrevocably and unconditionally agrees that all claims in respect of Delaware; provided, that if (and only after) such courts determine that they lack subject matter jurisdiction over any such legal action, suit or proceeding, such legal action, suit action or proceeding shall may be brought heard and determined in such New York state court or, to the Federal courts of the United States located fullest extent permitted by Applicable Law, in the State of Delaware; provided, further, that if (and only after) both the Chancery Court of the State of Delaware and the Federal courts of the United States located in the State of Delaware determine that they lack subject matter jurisdiction over any such legal action, suit or proceeding, such legal action, suit or proceeding shall be brought in the United States District Court for the Southern District of New Yorkfederal court. Notwithstanding the foregoing, each Each of the parties hereto agrees that it will not bring a final judgment in any such action or support any action, cause of action, claim, cross-claim or third-party claim of any kind or description, whether proceeding shall be conclusive and may be enforced in law other jurisdictions by suit on the judgment or in equity, whether any other manner provided by law. Nothing in contract this Guaranty or in tort any other Loan Document shall affect any right that the Administrative Agent or otherwise, against the Financing Parties in any way Secured Party may otherwise have to bring any action or proceeding relating to this Agreement Guaranty or any other Loan Document against the Company or any other Guarantor or its properties in the courts of the transactions contemplated by this Agreementany jurisdiction. (b) Each Guarantor irrevocably and unconditionally waives, including but not limited to any dispute arising out of or relating in any way to the Debt Commitment Letter or the performance thereoffullest extent permitted by Applicable Law, in any forum other than the federal and New York State courts located in the City of New York, Borough of Manhattan (and appellate courts thereof). By executing and delivering this Agreement, the parties irrevocably: (i) accept generally and unconditionally the exclusive jurisdiction and venue of these courts; (ii) waive any objections which such party objection that it may now or hereafter have to the laying of venue of any of the aforesaid actions action or proceeding arising out of or relating to this Guaranty or any other Loan Document in connection with this Agreement brought in the courts any court referred to in clause paragraph (ia) above and of this Section. Each of the parties hereto hereby further irrevocably waive and agree not waives, to plead or claim in any such court that the fullest extent permitted by Applicable Law, the defense of an inconvenient forum to the maintenance of such action brought in any such court has been brought in an inconvenient forum; (iii) agree that service of all process in any such action in any such court may be made by registered or certified mail, return receipt requested, to such party at its address provided in accordance with this Agreement; and (iv) agree that service as provided in clause (c) above is sufficient to confer personal jurisdiction over such party in any such action proceeding in any such court, and otherwise constitutes effective and binding . (c) Each Guarantor irrevocably consents to service of process in every respectthe manner provided for notices in Section 14.1 of the Credit Agreement. Nothing in this Guaranty will affect the right of any party hereto to serve process in any other manner permitted by Applicable Law.

Consent to Jurisdiction and Venue. Any legal (a) Subject to Section 9.9, the Parties hereby irrevocably and unconditionally consent to the exclusive jurisdiction of the Bankruptcy Court for any action, suit or proceeding (other than appeals therefrom) arising out of or relating to this Agreement or the transactions contemplated hereby shall be brought solely in the Chancery Court of the State of Delaware; providedany Ancillary Agreement, that if (and only after) such courts determine that they lack subject matter jurisdiction over agree not to commence any such legal action, suit or proceeding, such legal action, suit or proceeding shall be brought in the Federal courts of the United States located in the State of Delaware; provided, further, that if (and only after) both the Chancery Court of the State of Delaware and the Federal courts of the United States located in the State of Delaware determine that they lack subject matter jurisdiction over any such legal action, suit or proceeding, such legal action, suit or proceeding shall be brought in the United States District Court for the Southern District of New York. Notwithstanding the foregoing, each of the parties hereto 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 Financing 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 Commitment Letter or the performance thereof, in any forum other than the federal and New York State courts located appeals therefrom) related thereto except in the City of New York, Borough of Manhattan (and appellate courts thereof)such court. By executing and delivering this Agreement, the parties irrevocably: (i) accept generally The Parties further hereby irrevocably and unconditionally the exclusive jurisdiction and venue of these courts; (ii) waive any objections which such party may now or hereafter have objection to the laying of venue of any of the aforesaid actions action, suit or proceeding (other than appeals therefrom) arising out of or in connection with relating to this Agreement brought in the courts referred to in clause (i) above Bankruptcy Court, and hereby further irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such action action, suit or proceeding brought in any such court the Bankruptcy Court has been brought in an inconvenient forum; (iii) agree that service . If Seller’s Chapter 11 Cases are closed, any Litigation arising out of all process or relating to this Agreement or any Ancillary Agreement shall be heard and determined exclusively in the federal and state courts in the Borough of Manhattan, City of New York, and the Parties hereby irrevocably submit to the exclusive jurisdiction and venue of such courts in any such action in Litigation and irrevocably waive the defense of any inconvenient forum to the maintenance of any such court may be made by registered or certified mailLitigation. (b) THE PARTIES HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE ALL THEIR RIGHT TO A JURY TRIAL IN CONNECTION WITH ANY LITIGATION (WHETHER BASED IN CONTRACT, return receipt requestedTORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT, to such party at its address provided in accordance with this Agreement; and (iv) agree that service as provided in clause (c) above is sufficient to confer personal jurisdiction over such party in any such action in any such court, and otherwise constitutes effective and binding service in every respectANY ANCILLARY AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

Consent to Jurisdiction and Venue. Any (a) Each of the Parties irrevocably agrees that any legal action, suit action or proceeding arising out of or relating with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the transactions contemplated hereby rights and obligations arising hereunder brought by the other Party hereto or its successors or assigns, shall be brought solely and determined exclusively in the Chancery Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware; provided, that if (and only after) such courts determine that they lack subject matter jurisdiction over ). Each of the Parties hereby irrevocably submits with regard to any such legal action, suit or proceeding, such legal action, suit action or proceeding shall be brought for itself and in respect of its property, generally and unconditionally, to the Federal courts personal jurisdiction of the United States located in the State of Delaware; provided, further, that if (aforesaid courts and only after) both the Chancery Court of the State of Delaware and the Federal courts of the United States located in the State of Delaware determine that they lack subject matter jurisdiction over any such legal action, suit or proceeding, such legal action, suit or proceeding shall be brought in the United States District Court for the Southern District of New York. Notwithstanding the foregoing, each of the parties hereto 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 Financing Parties in any way action relating to this Agreement or in any court other than the aforesaid courts. (b) Each of the transactions contemplated by Parties hereby irrevocably waives, and agrees not to assert as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement, including but (a) any claim that it is not limited to any dispute arising out of or relating in any way personally subject to the Debt Commitment Letter or jurisdiction of the performance thereof, in above named courts for any forum reason other than the federal failure to serve in accordance with this Section 14, (b) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and New York State courts located in (c) to the City of New Yorkfullest extent permitted by the applicable law, Borough of Manhattan (and appellate courts thereof). By executing and delivering this Agreement, the parties irrevocably: any claim that (i) accept generally and unconditionally the exclusive jurisdiction and venue of these courts; (ii) waive any objections which such party may now suit, action or hereafter have to the laying of venue of any of the aforesaid actions arising out of or proceeding in connection with this Agreement brought in the courts referred to in clause (i) above and hereby further irrevocably waive and agree not to plead or claim in any such court that such action brought in any such court has been is brought in an inconvenient forum; , (ii) the venue of such suit, action or proceeding is improper or (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. (c) The Parties agree that service the delivery of all process or other papers in connection with any such action or proceeding in any the manner provided in Section 15 hereof, or in such court other manner as may be made permitted by registered or certified mailapplicable Law, return receipt requested, to such party at its address provided in accordance with this Agreement; shall be valid and (iv) agree that sufficient service as provided in clause (c) above is sufficient to confer personal jurisdiction over such party in any such action in any such court, and otherwise constitutes effective and binding service in every respectthereof.

Consent to Jurisdiction and Venue. Any legal action, suit (a) The Company and the Indemnitee each hereby irrevocably agrees that any action or proceeding arising out of or relating with respect to this Agreement or for recognition and enforcement of any judgment in respect thereof brought by the transactions contemplated hereby other party hereto or its or his heirs, successors or assigns, shall be brought solely and determined in the Chancery Court of the State of Delaware, and the Company and the Indemnitee each hereby irrevocably submits with regard to any such action or proceeding for itself or himself, generally and unconditionally, to the exclusive jurisdiction of the Chancery Court of the State of Delaware; provided, however, that if (such consent to jurisdiction is solely for the purpose referred to in this Section 18 and only after) such courts determine that they lack subject matter shall not be deemed to be general submission to the jurisdiction over any such legal action, suit of said court or proceeding, such legal action, suit or proceeding shall be brought in the Federal courts of the United States located in the State of Delaware; providedDelaware other than for such purpose. The Company and the Indemnitee each hereby irrevocably waives, furtherand agrees not to assert, by way of motion, as a defense, counterclaim or otherwise in any action or proceeding in respect of this Agreement, (i) any claim that if (and only after) both it or he is not personally subject to the jurisdiction of the Chancery Court of the State of Delaware for any reason or that it or he is exempt or immune from jurisdiction of such court or any legal process commenced in such court, and (ii) to the fullest extent permitted by applicable law, that the action or proceeding in the Chancery Court of the State Delaware is brought in an inconvenient forum, that the venue of such action or proceeding is improper, or that this Agreement, or the subject matter hereof, may not be enforced in or by such court. (b) Notwithstanding the provisions of Section 18(a), if the Chancery Court of the State of Delaware will not take jurisdiction over any action or proceeding brought in accordance with the provisions of Section 18(a), the Company and the Federal courts Indemnitee hereby agree that any court of the United States located or in the State of Delaware determine that they lack subject matter jurisdiction over any such legal action, suit or proceeding, such legal action, suit or proceeding shall may be brought in the United States District Court substituted for the Southern District of New York. Notwithstanding the foregoing, each Chancery Court of the parties hereto agrees that it will not bring or support any action, cause State of action, claim, cross-claim or third-party claim of any kind or description, whether Delaware in law or Section 18(a) with the same force and effect in equity, whether in contract or in tort or otherwise, against the Financing 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 Commitment Letter or the performance thereof, in any forum other than the federal and New York State courts located in the City of New York, Borough of Manhattan (and appellate courts thereof). By executing and delivering this Agreement, the parties irrevocably: (i) accept generally and unconditionally the exclusive jurisdiction and venue of these courts; (ii) waive any objections which such party may now or hereafter have to the laying of venue of any of the aforesaid actions arising out of or in connection with this Agreement brought in the courts referred to in clause (i) above and hereby further irrevocably waive and agree not to plead or claim in any such court that such action brought in any such court has been brought in an inconvenient forum; (iii) agree that service of all process in any such action in any such court may be made by registered or certified mail, return receipt requested, to such party at its address provided in accordance with this Agreement; and (iv) agree that service as provided in clause (c) above is sufficient to confer personal jurisdiction over such party in any such action in any such court, and otherwise constitutes effective and binding service in every respectrespects.

Consent to Jurisdiction and Venue. Any legal actionAll judicial proceedings arising in or under or related to this Agreement, suit the Promissory Notes or proceeding any of the other Loan Documents may be brought in any state or federal court of competent jurisdiction located in the State of California. By execution and delivery of this Agreement, each party hereto generally and unconditionally: (a) consents to personal jurisdiction in San Mateo County, State of California; (b) waives any objection as to jurisdiction or venue in San Mateo County, State of California; (c) agrees not to assert any defense based on lack of jurisdiction or venue in the aforesaid courts; and (d) irrevocably agrees to be bound by any judgment rendered thereby in connection with this Agreement, the Promissory Notes or the other Loan Documents. Service of process on any party hereto in any action arising out of or relating to this Agreement or the transactions contemplated hereby shall be brought solely effective if given in accordance with the requirements for notice set forth in this Section, and shall be deemed effective and received as set forth therein. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of either party to bring proceedings in the Chancery Court of the State of Delaware; provided, that if (and only after) such courts determine that they lack subject matter jurisdiction over any such legal action, suit or proceeding, such legal action, suit or proceeding shall be brought in the Federal courts of the United States located in the State of Delawareany other jurisdiction. Mutual Waiver Of Jury Trial; provided, further, that if (and only after) both the Chancery Court of the State of Delaware and the Federal courts of the United States located in the State of Delaware determine that they lack subject matter jurisdiction over any such legal action, suit or proceeding, such legal action, suit or proceeding shall be brought in the United States District Court for the Southern District of New YorkJudicial Reference. Notwithstanding the foregoing, each of the parties hereto 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 Financing Parties in any way relating to this Agreement or any of the transactions contemplated by this Agreement, including but not limited to any dispute Because disputes arising out of or relating in any way to the Debt Commitment Letter or the performance thereof, in any forum other than the federal and New York State courts located in the City of New York, Borough of Manhattan (and appellate courts thereof). By executing and delivering this Agreement, the parties irrevocably: (i) accept generally and unconditionally the exclusive jurisdiction and venue of these courts; (ii) waive any objections which such party may now or hereafter have to the laying of venue of any of the aforesaid actions arising out of or in connection with this Agreement brought in the courts referred complex financial transactions are most quickly and economically resolved by an experienced and expert person and The Parties wish applicable state and federal laws to in clause apply (irather than arbitration rules), The Parties desire that their disputes be resolved by a judge applying such applicable laws. EACH OF THE PARTIES SPECIFICALLY WAIVES ANY RIGHT THEY MAY HAVE TO TRIAL BY JURY OF ANY CAUSE OF ACTION, CLAIM, CROSS-CLAIM, COUNTERCLAIM, THIRD PARTY CLAIM OR ANY OTHER CLAIM (COLLECTIVELY, “CLAIMS”) above and hereby further irrevocably waive and agree not to plead or claim in any such court that such action brought in any such court has been brought in an inconvenient forumASSERTED BY ANY OF YOU AGAINST US OR OUR ASSIGNEE OR BY US OR OUR ASSIGNEE AGAINST ANY OF YOU. IN THE EVENT THAT THE FOREGOING JURY TRIAL WAIVER IS NOT ENFORCEABLE, ALL CLAIMS, INCLUDING ANY AND ALL QUESTIONS OF LAW OR FACT RELATING THERETO, SHALL, AT THE WRITTEN REQUEST OF ANY PARTY, BE DETERMINED BY JUDICIAL REFERENCE PURSUANT TO THE CALIFORNIA CODE OF CIVIL PROCEDURE (“REFERENCE”). THE PARTIES SHALL SELECT A SINGLE NEUTRAL REFEREE, WHO SHALL BE A RETIRED STATE OR FEDERAL JUDGE. IN THE EVENT THAT THE PARTIES CANNOT AGREE UPON A REFEREE, THE REFEREE SHALL BE APPOINTED BY THE COURT. THE REFEREE SHALL REPORT A STATEMENT OF DECISION TO THE COURT. NOTHING IN THIS SECTION SHALL LIMIT THE RIGHT OF ANY PARTY AT ANY TIME TO EXERCISE LAWFUL SELF-HELP REMEDIES, FORECLOSE AGAINST COLLATERAL OR OBTAIN PROVISIONAL REMEDIES. THE PARTIES SHALL BEAR THE FEES AND EXPENSES OF THE REFEREE EQUALLY UNLESS THE REFEREE ORDERS OTHERWISE. THE REFEREE SHALL ALSO DETERMINE ALL ISSUES RELATING TO THE APPLICABILITY, INTERPRETATION, AND ENFORCEABILITY OF THIS SECTION. THE PARTIES ACKNOWLEDGE THAT THE CLAIMS WILL NOT BE ADJUDICATED BY A JURY. THIS WAIVER EXTENDS TO ALL SUCH CLAIMS, INCLUDING CLAIMS THAT INVOLVE PERSONS OTHER THAN ANY OF YOU AND US; (iii) agree that service of all process in any such action in any such court may be made by registered or certified mailCLAIMS THAT ARISE OUT OF OR ARE IN ANY WAY CONNECTED TO THE RELATIONSHIP BETWEEN YOU AND US; AND ANY CLAIMS FOR DAMAGES, return receipt requestedBREACH OF CONTRACT, to such party at its address provided in accordance with this Agreement; and (iv) agree that service as provided in clause (c) above is sufficient to confer personal jurisdiction over such party in any such action in any such courtSPECIFIC PERFORMANCE, and otherwise constitutes effective and binding service in every respectOR ANY EQUITABLE OR LEGAL RELIEF OF ANY KIND, ARISING OUT OF THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR ANY OF THE EXCLUDED AGREEMENTS.

Consent to Jurisdiction and Venue. Any legal action(a) Each Guarantor hereby consents and agrees that all actions, suit suits or proceeding other proceedings arising under or in connection with this Guaranty or any other Related Agreement shall be tried and litigated in state or federal courts located in the County of Los Angeles, State of California, which courts shall have exclusive jurisdiction to hear and determine any and all claims, controversies and disputes arising out of or relating related to this Agreement Guaranty or the transactions contemplated hereby shall be brought solely in the Chancery Court of the State of Delaware; provided, that if (and only after) such courts determine that they lack subject matter jurisdiction over any such legal action, suit or proceeding, such legal action, suit or proceeding shall be brought in the Federal courts of the United States located in the State of Delaware; provided, further, that if (and only after) both the Chancery Court of the State of Delaware and the Federal courts of the United States located in the State of Delaware determine that they lack subject matter jurisdiction over any such legal action, suit or proceeding, such legal action, suit or proceeding shall be brought in the United States District Court for the Southern District of New Yorkother Related Agreement. Notwithstanding the foregoing, each of the parties hereto agrees that it will not bring or support nothing contained in this Section 34 shall preclude Beneficiary from bringing any action, cause of action, claim, cross-claim suit or third-party claim other proceeding in the courts of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against other location where the Financing Parties in assets of any way relating to this Agreement or any member 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 Commitment Letter Company Group or the performance thereof, Collateral may be found or located or to enforce any judgment or other court order in any forum other than the federal and New York State courts located in the City favor of New York, Borough of Manhattan Beneficiary. (and appellate courts thereof). By executing and delivering this Agreement, the parties irrevocably: b) Each Guarantor hereby (i) accept generally irrevocably submits to the jurisdiction of any such court and unconditionally the exclusive consents in advance to such jurisdiction and venue of these courts; in any action, suit or other proceeding commenced in any such court, (ii) waive waives any objections which such party right it may now or hereafter have to assert the laying doctrine of forum non conveniens or any objection that such Person may have based upon lack of personal jurisdiction or improper venue and (iii) consents to the granting of any such legal or equitable relief as is deemed appropriate by such court. Each Guarantor hereby waives personal service of the aforesaid actions arising out of summons, complaint or in connection with this Agreement brought in the courts referred to in clause (i) above and hereby further irrevocably waive and agree not to plead or claim other process issued in any such court that such action brought in any such court has been brought in an inconvenient forum; (iii) agree action, suit or other proceeding and agrees that service of all such summons, complaint and other process in any such action in any such court may be made by registered or certified mail, return receipt requested, mail addressed to such party at its the address provided set forth in accordance with this Agreement; Section 15.6 of the Purchase Agreement and (iv) agree that service as provided so made shall be deemed completed upon the earlier of such Person's actual receipt thereof or 5 days after deposit in clause the United States mail, proper postage prepaid. (c) above is sufficient to confer personal jurisdiction over such party in To the extent permitted under Applicable Laws of any such action jurisdiction, each member of the Company Group hereby waives, in respect of any such courtaction, and otherwise constitutes effective and binding service in every respectsuit or other proceeding, the jurisdiction of any other court or courts that now or hereafter, by reason of such Person's present or future domicile, or otherwise, may be available to it. (d) EACH GUARANTOR HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS GUARANTY OR ANY RELATED DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).

Consent to Jurisdiction and Venue. Any legal action(a) Each of the parties hereby consents and agrees that all actions, suit suits or proceeding other proceedings arising under or in connection with this Agreement, the Securities or any other Related Agreement shall be tried and litigated in state or federal courts located in Los Angeles, California, which courts shall have exclusive jurisdiction to hear and determine any and all claims, controversies and disputes arising out of or relating related to this Agreement Agreement, the Securities or the transactions contemplated hereby shall be brought solely in the Chancery Court of the State of Delaware; provided, that if (and only after) such courts determine that they lack subject matter jurisdiction over any such legal action, suit or proceeding, such legal action, suit or proceeding shall be brought in the Federal courts of the United States located in the State of Delaware; provided, further, that if (and only after) both the Chancery Court of the State of Delaware and the Federal courts of the United States located in the State of Delaware determine that they lack subject matter jurisdiction over any such legal action, suit or proceeding, such legal action, suit or proceeding shall be brought in the United States District Court for the Southern District of New Yorkother Related Agreement. Notwithstanding the foregoing, each nothing contained in this Section 13.12 shall preclude the Purchaser from bringing any action, suit or other proceeding in the courts of any other location where the assets of any member of the GFN Group or the Collateral may be found or located or to enforce any judgment or other court order in favor of the Purchaser. (b) Each of the parties hereto agrees that it will not bring or support hereby (i) irrevocably submits to the jurisdiction of any such court and consents in advance to such jurisdiction in any action, cause of action, claim, cross-claim suit 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 Financing Parties other proceeding commenced in any way relating to this Agreement or any of the transactions contemplated by this Agreementsuch court, including but not limited to any dispute arising out of or relating in any way to the Debt Commitment Letter or the performance thereof, in any forum other than the federal and New York State courts located in the City of New York, Borough of Manhattan (and appellate courts thereof). By executing and delivering this Agreement, the parties irrevocably: (i) accept generally and unconditionally the exclusive jurisdiction and venue of these courts; (ii) waive waives any objections which such party right it may now or hereafter have to assert the laying doctrine of forum non conveniens or any objection that such Person may have based upon lack of personal jurisdiction or improper venue and (iii) consents to the granting of any such legal or equitable relief as is deemed appropriate by such court. Each of the aforesaid actions arising out parties hereby waives personal service of the summons, complaint or in connection with this Agreement brought in the courts referred to in clause (i) above and hereby further irrevocably waive and agree not to plead or claim other process issued in any such court that such action brought in any such court has been brought in an inconvenient forum; (iii) agree action, suit or other proceeding and agrees that service of all such summons, complaint and other process in any such action in any such court may be made by registered or certified mail, return receipt requested, mail addressed to such party at its the address provided set forth in accordance with this Agreement; Section 13.6 and (iv) agree that service as provided so made shall be deemed completed upon the earlier of such Person’s actual receipt thereof or five (5) days after deposit in clause the United States mail, proper postage prepaid. (c) above is sufficient to confer personal jurisdiction over such party in To the extent permitted under Applicable Laws of any such action jurisdiction, each member of the GFN Group hereby waives, in respect of any such courtaction, and otherwise constitutes effective and binding service in every respectsuit or other proceeding, the jurisdiction of any other court or courts that now or hereafter, by reason of such Person’s present or future domicile, or otherwise, may be available to it.

Consent to Jurisdiction and Venue. Any legal action, suit or proceeding arising out of or relating Each Party to this Agreement or hereby (a) irrevocably submits to the transactions contemplated hereby shall be brought solely in exclusive jurisdiction and venue of the Chancery Court state courts of the State of Delaware; provided, that if (and only after) such courts determine that they lack subject matter jurisdiction over any such legal action, suit New York or proceeding, such legal action, suit or proceeding shall be brought in the Federal courts of the United States located in the State of Delaware; provided, further, that if (and only after) both the Chancery Court of the State of Delaware and the Federal courts of the United States located in the State of Delaware determine that they lack subject matter jurisdiction over any such legal action, suit or proceeding, such legal action, suit or proceeding shall be brought in the United States District Court for the Southern District of New YorkYork (collectively, the “Courts”), for the purpose of any and all actions, suits or proceedings arising in whole or in part out of, related to, based upon or in connection with this Agreement or the subject matter hereof or such award (other than appeals therefrom), (b) agrees not to raise any objection at any time to the laying or maintaining of the venue of any such action, suit or proceeding in any of such Courts, irrevocably waives any claim that such action, suit or other proceeding has been brought in an inconvenient forum and further irrevocably waives the right to object, with respect to such action, suit or other proceeding, that such Courts do not have any jurisdiction over such Party. Notwithstanding Section 11 of this Agreement does not intend to deprive any New York court of competent jurisdiction with respect to its power to issue a pre-arbitral injunction, pre-arbitral attachment or other order in aid of arbitration proceedings or the foregoingenforcement of any judgment or award. In any such action, the Courts shall have exclusive jurisdiction over any action brought to enforce this Agreement, and each of the parties Parties hereto 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 Financing 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 Commitment Letter or the performance thereof, in any forum other than the federal and New York State courts located in the City of New York, Borough of Manhattan (and appellate courts thereof). By executing and delivering this Agreement, the parties irrevocably: (ia) accept generally and unconditionally the submits to such exclusive jurisdiction and venue of these courtsfor such purpose; (iib) waive waives any objections objection which such party it may now or hereafter have at any time to the laying of venue of any of the aforesaid actions arising out of or in connection with this Agreement proceedings brought in the courts referred to in clause such courts; (ic) above and hereby further irrevocably waive and agree not to plead or waives any claim in any such court that such action brought in any such court has proceedings have been brought in an inconvenient forum; and (iiid) agree further waives the right to object with respect to such proceedings that service of all process in any such action in any such court may be made by registered or certified mail, return receipt requested, to such party at its address provided in accordance with this Agreement; and (iv) agree that service as provided in clause (c) above is sufficient to confer personal does not have jurisdiction over such party in any such action in any such court, and otherwise constitutes effective and binding service in every respectParty.

Consent to Jurisdiction and Venue. Any legal action, suit (a) The Company and the Indemnitee --------------------------------- each hereby irrevocably agrees that any action or proceeding arising out of or relating with respect to this Agreement or for recognition and enforcement of any judgment in respect thereof brought by the transactions contemplated hereby other party hereto or its or his heirs, successors or assigns, shall be brought solely and determined in the Chancery Court of the State of Delaware, and the Company and the Indemnitee each hereby irrevocably submits with regard to any such action or proceeding for itself or himself, generally and unconditionally, to the exclusive jurisdiction of the Chancery Court of the State of Delaware; provided, however, that if (such consent to jurisdiction is solely for the purpose referred to in this Section 18 and only after) such courts determine that they lack subject matter shall not be deemed to be general submission to the jurisdiction over any such legal action, suit of said court or proceeding, such legal action, suit or proceeding shall be brought in the Federal courts of the United States located in the State of Delaware; providedDelaware other than for such purpose. The Company and the Indemnitee each hereby irrevocably waives, furtherand agrees not to assert, by way of motion, as a defense, counterclaim or otherwise in any action or proceeding in respect of this Agreement, (i) any claim that if (and only after) both it or he is not personally subject to the jurisdiction of the Chancery Court of the State of Delaware for any reason or that it or he is exempt or immune from jurisdiction of such court or any legal process commenced in such court, and (ii) to the fullest extent permitted by applicable law, that the action or proceeding in the Chancery Court of the State Delaware is brought in an inconvenient forum, that the venue of such action or proceeding is improper, or that this Agreement, or the subject matter hereof, may not be enforced in or by such court. (b) Notwithstanding the provisions of Section 18(a), if the Chancery Court of the State of Delaware will not take jurisdiction over any action or proceeding brought in accordance with the provisions of Section 18(a), the Company and the Federal courts Indemnitee hereby agree that any court of the United States located or in the State of Delaware determine that they lack subject matter jurisdiction over any such legal action, suit or proceeding, such legal action, suit or proceeding shall may be brought in the United States District Court substituted for the Southern District of New York. Notwithstanding the foregoing, each Chancery Court of the parties hereto agrees that it will not bring or support any action, cause State of action, claim, cross-claim or third-party claim of any kind or description, whether Delaware in law or Section 18(a) with the same force and effect in equity, whether in contract or in tort or otherwise, against the Financing 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 Commitment Letter or the performance thereof, in any forum other than the federal and New York State courts located in the City of New York, Borough of Manhattan (and appellate courts thereof). By executing and delivering this Agreement, the parties irrevocably: (i) accept generally and unconditionally the exclusive jurisdiction and venue of these courts; (ii) waive any objections which such party may now or hereafter have to the laying of venue of any of the aforesaid actions arising out of or in connection with this Agreement brought in the courts referred to in clause (i) above and hereby further irrevocably waive and agree not to plead or claim in any such court that such action brought in any such court has been brought in an inconvenient forum; (iii) agree that service of all process in any such action in any such court may be made by registered or certified mail, return receipt requested, to such party at its address provided in accordance with this Agreement; and (iv) agree that service as provided in clause (c) above is sufficient to confer personal jurisdiction over such party in any such action in any such court, and otherwise constitutes effective and binding service in every respectrespects.

Consent to Jurisdiction and Venue. Any legal actionAll judicial proceedings arising in or under or related to this Agreement, suit the Promissory Notes or proceeding any of the other Loan Documents may be brought in any state or federal court of competent jurisdiction located in the State of California. By execution and delivery of this Agreement, each party hereto generally and unconditionally: (a) consents to personal jurisdiction in San Mateo County, State of California; (b) waives any objection as to jurisdiction or venue in San Mateo County, State of California; (c) agrees not to assert any defense based on lack of jurisdiction or venue in the aforesaid courts; and (d) irrevocably agrees to be bound by any judgment rendered thereby in connection with this Agreement, the Promissory Notes or the other Loan Documents. Service of process on any party hereto in any action arising out of or relating to this Agreement or the transactions contemplated hereby shall be brought solely effective if given in accordance with the requirements for notice set forth in this Section, and shall be deemed effective and received as set forth therein. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of either party to bring proceedings in the Chancery Court of the State of Delaware; provided, that if (and only after) such courts determine that they lack subject matter jurisdiction over any such legal action, suit or proceeding, such legal action, suit or proceeding shall be brought in the Federal courts of the United States located any other jurisdiction. Mutual Waiver Of Jury Trial; Judicial Reference. Because disputes arising in the State connection with complex financial transactions are most quickly and economically resolved by an experienced and expert person and The Parties wish applicable state and federal laws to apply (rather than arbitration rules), The Parties desire that their disputes be resolved by a judge applying such applicable laws. EACH OF THE PARTIES SPECIFICALLY WAIVES ANY RIGHT IT MAY HAVE TO TRIAL BY JURY OF ANY CAUSE OF ACTION, CLAIM, CROSS-CLAIM, COUNTERCLAIM, THIRD PARTY CLAIM OR ANY OTHER CLAIM (COLLECTIVELY, “CLAIMS”) ASSERTED BY YOU AGAINST US OR OUR ASSIGNEE OR BY US OR OUR ASSIGNEE AGAINST YOU. IN THE EVENT THAT THE FOREGOING JURY TRIAL WAIVER IS NOT ENFORCEABLE, ALL CLAIMS, INCLUDING ANY AND ALL QUESTIONS OF LAW OR FACT RELATING THERETO, SHALL, AT THE WRITTEN REQUEST OF ANY PARTY, BE DETERMINED BY JUDICIAL REFERENCE PURSUANT TO THE CALIFORNIA CODE OF CIVIL PROCEDURE (“REFERENCE”). THE PARTIES SHALL SELECT A SINGLE NEUTRAL REFEREE, WHO SHALL BE A RETIRED STATE OR FEDERAL JUDGE. IN THE EVENT THAT THE PARTIES CANNOT AGREE UPON A REFEREE, THE REFEREE SHALL BE APPOINTED BY THE COURT. THE REFEREE SHALL REPORT A STATEMENT OF DECISION TO THE COURT. NOTHING IN THIS SECTION SHALL LIMIT THE RIGHT OF ANY PARTY AT ANY TIME TO EXERCISE LAWFUL SELF-HELP REMEDIES, FORECLOSE AGAINST COLLATERAL OR OBTAIN PROVISIONAL REMEDIES. THE PARTIES SHALL BEAR THE FEES AND EXPENSES OF THE REFEREE EQUALLY UNLESS THE REFEREE ORDERS OTHERWISE. THE REFEREE SHALL ALSO DETERMINE ALL ISSUES RELATING TO THE APPLICABILITY, INTERPRETATION, AND ENFORCEABILITY OF THIS SECTION. THE PARTIES ACKNOWLEDGE THAT THE CLAIMS WILL NOT BE ADJUDICATED BY A JURY. This waiver extends to all such Claims, including Claims that involve Persons other than You and Us; Claims that arise out of Delaware; provided, further, that if (and only after) both the Chancery Court of the State of Delaware and the Federal courts of the United States located in the State of Delaware determine that they lack subject matter jurisdiction over any such legal action, suit or proceeding, such legal action, suit or proceeding shall be brought in the United States District Court for the Southern District of New York. Notwithstanding the foregoing, each of the parties hereto 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 Financing Parties are in any way relating connected to the relationship between You and Us; and any Claims for damages, breach of contract, specific performance, or any equitable or legal relief of any kind, arising out of this Agreement Agreement, any other Loan Document or any of the transactions contemplated Excluded Agreements. Professional Fees. Your promise to pay any and all reasonable professional fees and expenses incurred by Us after the execution of this Agreement, including but not limited to any dispute arising out of or relating in any way to the Debt Commitment Letter or the performance thereof, in any forum other than the federal and New York State courts located in the City of New York, Borough of Manhattan (and appellate courts thereof). By executing and delivering this Agreement, the parties irrevocably: (i) accept generally and unconditionally the exclusive jurisdiction and venue of these courts; (ii) waive any objections which such party may now or hereafter have to the laying of venue of any of the aforesaid actions arising out of or Agreement in connection with this Agreement brought or related to: the collection or enforcement of the loans; amendment or modification of the Loan Documents; any waiver, consent, release, or termination under the Loan Documents; the protection, preservation, sale, lease, liquidation, or disposition of Collateral or the exercise of remedies with respect to the Collateral; or any legal, litigation, administrative, arbitration, or out of court proceeding in connection with or related to You or the courts referred Collateral, and any appeal or review thereof; and any bankruptcy, restructuring, reorganization, assignment for the benefit of creditors, workout, foreclosure, or other action related to in clause (i) above and hereby further irrevocably waive and agree not to plead You, the Collateral, the Loan Documents, or claim the Excluded Agreements, including representing Us in any such court that such action brought adversary proceeding or contested matter commenced or continued by or on behalf of Your estate, and any appeal or review thereof. Our professional fees and expenses shall include fees or expenses for Our attorneys, accountants, auctioneers, liquidators, appraisers, investment advisors, environmental and management consultants, or experts engaged by Us in any such court has been brought in an inconvenient forum; (iii) agree that service connection with the foregoing. Your promise to pay all of all process in any such action in any such court may be made by registered or certified mail, return receipt requested, to such party at its address provided in accordance with Our reasonable professional fees and expenses is part of the Secured Obligations under this Agreement; and (iv) agree that service as provided in clause (c) above is sufficient to confer personal jurisdiction over such party in any such action in any such court, and otherwise constitutes effective and binding service in every respect.

Consent to Jurisdiction and Venue. Any legal action, suit or proceeding arising out of or relating Each Party to this Agreement or hereby (a) irrevocably submits to the transactions contemplated hereby shall be brought solely in exclusive jurisdiction and venue of the Chancery Court state courts of the State of Delaware; provided, that if (and only after) such courts determine that they lack subject matter jurisdiction over any such legal action, suit New York or proceeding, such legal action, suit or proceeding shall be brought in the Federal courts of the United States located in the State of Delaware; provided, further, that if (and only after) both the Chancery Court of the State of Delaware and the Federal courts of the United States located in the State of Delaware determine that they lack subject matter jurisdiction over any such legal action, suit or proceeding, such legal action, suit or proceeding shall be brought in the United States District Court for the Southern District of New YorkYork (collectively, the “Courts”), for the purpose of any and all actions, suits or proceedings arising in whole or in part out of, related to, based upon or in connection with this Agreement or the subject matter hereof or such award (other than appeals therefrom), (b) agrees not to raise any objection at any time to the laying or maintaining of the venue of any such action, suit or proceeding in any of such Courts, irrevocably waives any claim that such action, suit or other proceeding has been brought in an inconvenient forum and further irrevocably waives the right to object, with respect to such action, suit or other proceeding, that such Courts do not have any jurisdiction over such Party. Notwithstanding Section 11 of this Agreement does not intend to deprive any New York court of competent jurisdiction with respect to its power to issue a pre-arbitral injunction, pre-arbitral attachment or other order in aid of arbitration proceedings or the foregoingenforcement of any judgment or award. In any such action, the courts of New York shall have exclusive jurisdiction over any action brought to enforce this Agreement, and each of the parties Parties hereto 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 Financing 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 Commitment Letter or the performance thereof, in any forum other than the federal and New York State courts located in the City of New York, Borough of Manhattan (and appellate courts thereof). By executing and delivering this Agreement, the parties irrevocably: (ia) accept generally and unconditionally the submits to such exclusive jurisdiction and venue of these courtsfor such purpose; (iib) waive waives any objections objection which such party it may now or hereafter have at any time to the laying of venue of any of the aforesaid actions arising out of or in connection with this Agreement proceedings brought in the courts referred to in clause such courts; (ic) above and hereby further irrevocably waive and agree not to plead or waives any claim in any such court that such action brought in any such court has proceedings have been brought in an inconvenient forum; and (iiid) agree further waives the right to object with respect to such proceedings that service of all process in any such action in any such court may be made by registered or certified mail, return receipt requested, to such party at its address provided in accordance with this Agreement; and (iv) agree that service as provided in clause (c) above is sufficient to confer personal does not have jurisdiction over such party in any such action in any such court, and otherwise constitutes effective and binding service in every respectParty.

Consent to Jurisdiction and Venue. Any legal (a) Subject to Section 9.9, the Parties hereby irrevocably and unconditionally consent to the jurisdiction of the Bankruptcy Court for any action, suit or proceeding (other than appeals therefrom) arising out of or relating to this Agreement or the transactions contemplated hereby shall be brought solely in the Chancery Court of the State of Delaware; providedany Ancillary Agreement, that if (and only after) such courts determine that they lack subject matter jurisdiction over agree not to commence any such legal action, suit or proceeding, such legal action, suit or proceeding shall be brought in the Federal courts of the United States located in the State of Delaware; provided, further, that if (and only after) both the Chancery Court of the State of Delaware and the Federal courts of the United States located in the State of Delaware determine that they lack subject matter jurisdiction over any such legal action, suit or proceeding, such legal action, suit or proceeding shall be brought in the United States District Court for the Southern District of New York. Notwithstanding the foregoing, each of the parties hereto 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 Financing 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 Commitment Letter or the performance thereof, in any forum other than the federal and New York State courts located appeals therefrom) related thereto except in the City of New York, Borough of Manhattan (and appellate courts thereof)such court. By executing and delivering this Agreement, the parties irrevocably: (i) accept generally The Parties further hereby irrevocably and unconditionally the exclusive jurisdiction and venue of these courts; (ii) waive any objections which such party may now or hereafter have objection to the laying of venue of any of the aforesaid actions action, suit or proceeding (other than appeals therefrom) arising out of or in connection with relating to this Agreement brought in the courts referred to in clause (i) above Bankruptcy Court, and hereby further irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such action action, suit or proceeding brought in any such court the Bankruptcy Court has been brought in an inconvenient forum; (iii) agree that service . If Seller’s Chapter 11 Case is closed, any Litigation arising out of all process or relating to this Agreement or any Ancillary Agreement shall be heard and determined in the federal and state courts in the Borough of Manhattan, City of New York, and the Parties hereby irrevocably submit to the exclusive jurisdiction and venue of such courts in any such action in Litigation and irrevocably waive the defense of any inconvenient forum to the maintenance of any such court may be made by registered or certified mailLitigation. (b) THE PARTIES HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE ALL THEIR RIGHT TO A JURY TRIAL IN CONNECTION WITH ANY LITIGATION (WHETHER BASED IN CONTRACT, return receipt requestedTORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT, to such party at its address provided in accordance with this Agreement; and (iv) agree that service as provided in clause (c) above is sufficient to confer personal jurisdiction over such party in any such action in any such court, and otherwise constitutes effective and binding service in every respectANY ANCILLARY AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

Consent to Jurisdiction and Venue. Any legal actionAll judicial proceedings (to the extent that the reference requirement of Section 11.10 is not applicable) arising in or under or related to this Agreement or any of the other Loan Documents may be brought in any state or federal court located in the State of California. By execution and delivery of this Agreement, suit each party hereto generally and unconditionally: (a) consents to nonexclusive personal jurisdiction in Santa Xxxxx County, State of California; (b) waives any objection as to jurisdiction or proceeding venue in Santa Xxxxx County, State of California; (c) agrees not to assert any defense based on lack of jurisdiction or venue in the aforesaid courts; and (d) irrevocably agrees to be bound by any judgment rendered thereby in connection with this Agreement or the other Loan Documents. Service of process on any party hereto in any action arising out of or relating to this Agreement or the transactions contemplated hereby shall be brought solely effective if given in accordance with the requirements for notice set forth in Section 11.2, and shall be deemed effective and received as set forth in Section 11.2. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of either party to bring proceedings in the Chancery Court courts of any other jurisdiction. Mutual Waiver of Jury Trial / Judicial Reference. Because disputes arising in connection with complex financial transactions are most quickly and economically resolved by an experienced and expert Person and the parties wish applicable state and federal laws to apply (rather than arbitration rules), the parties desire that their disputes be resolved by a judge applying such applicable laws. EACH OF BORROWER, AGENT AND LENDER SPECIFICALLY WAIVE ANY RIGHT IT MAY HAVE TO TRIAL BY JURY OF ANY CAUSE OF ACTION, CLAIM, CROSS-CLAIM, COUNTERCLAIM, THIRD-PARTY CLAIM OR ANY OTHER CLAIM (COLLECTIVELY, “CLAIMS”) ASSERTED BY BORROWER AGAINST AGENT, LENDER OR THEIR ASSIGNEES OR BY AGENT, LENDER OR ITS ASSIGNEE AGAINST BORROWER. This waiver extends to all such Claims, including Claims that involve Persons other than Agent, Borrower and Lender; Claims that arise out of or are in any way connected to the relationship among Borrower, Agent and Lender; and any Claims for damages, breach of contract; tort, specific performance, or any equitable or legal relief of any kind, arising out of this Agreement, any other Loan Document. If the waiver of jury trial set forth in Section 11.10(a) is ineffective or unenforceable, the parties agree that all Claims shall be resolved by reference to a private judge sitting without a jury, pursuant to Code of Civil Procedure Section 638, before a mutually acceptable referee or, if the parties cannot agree, a referee selected by the Presiding Judge of the State of Delaware; providedSanta Xxxxx County, that if (and only after) such courts determine that they lack subject matter jurisdiction over any such legal action, suit or proceeding, such legal action, suit or California. Such proceeding shall be brought conducted in Santa Xxxxx County, California, with California rules of evidence and discovery applicable to such proceeding. In the Federal courts of the United States located event Claims are to be resolved by judicial reference, either party may seek from a court identified in the State of Delaware; providedSection 11.9, furtherany prejudgment order, that if (writ or other relief and only after) both the Chancery Court of the State of Delaware and the Federal courts of the United States located in the State of Delaware determine that they lack subject matter jurisdiction over any have such legal actionprejudgment order, suit writ or proceeding, such legal action, suit or proceeding shall be brought in the United States District Court for the Southern District of New York. Notwithstanding the foregoing, each of the parties hereto 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 Financing 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 other relief enforced to the Debt Commitment Letter or the performance thereof, in any forum other than the federal and New York State courts located in the City of New York, Borough of Manhattan (and appellate courts thereof). By executing and delivering this Agreement, the parties irrevocably: (i) accept generally and unconditionally the exclusive jurisdiction and venue of these courts; (ii) waive any objections which such party may now or hereafter have fullest extent permitted by law notwithstanding that all Claims are otherwise subject to the laying of venue of any of the aforesaid actions arising out of or in connection with this Agreement brought in the courts referred to in clause (i) above and hereby further irrevocably waive and agree not to plead or claim in any such court that such action brought in any such court has been brought in an inconvenient forum; (iii) agree that service of all process in any such action in any such court may be made resolution by registered or certified mail, return receipt requested, to such party at its address provided in accordance with this Agreement; and (iv) agree that service as provided in clause (c) above is sufficient to confer personal jurisdiction over such party in any such action in any such court, and otherwise constitutes effective and binding service in every respectjudicial reference.

Consent to Jurisdiction and Venue. Any legal actionAll judicial proceedings arising in or under or related to this Agreement, suit the Promissory Notes or proceeding any of the other Loan Documents may be brought in any state or federal court of competent jurisdiction located in the State of California. By execution and delivery of this Agreement, each party hereto generally and unconditionally: (a) consents to personal jurisdiction in San Mateo County, State of California; (b) waives any objection as to jurisdiction or venue in San Mateo County, State of California; (c) agrees not to assert any defense based on lack of jurisdiction or venue in the aforesaid courts; and (d) irrevocably agrees to be bound by any judgment rendered thereby in connection with this Agreement, the Promissory Notes or the other Loan Documents. Service of process on any party hereto in any action arising out of or relating to this Agreement shall be effective if given in accordance with the requirements for notice set forth in this Section, and shall be deemed effective and received as set forth therein. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of either party to bring proceedings in the courts of any other jurisdiction. Mutual Waiver Of Jury Trial; Judicial Reference. Because disputes arising in connection with complex financial transactions are most quickly and economically resolved by an experienced and expert person and the Parties wish applicable state and federal laws to apply (rather than arbitration rules), the Parties desire that their disputes be resolved by a judge applying such applicable laws. EACH OF THE PARTIES SPECIFICALLY WAIVES ANY RIGHT THEY MAY HAVE TO TRIAL BY JURY OF ANY CAUSE OF ACTION, CLAIM, CROSS-CLAIM, COUNTERCLAIM, THIRD PARTY CLAIM OR ANY OTHER CLAIM (COLLECTIVELY, “CLAIMS”) ASSERTED BY YOU AGAINST US OR OUR ASSIGNEE OR BY US OR OUR ASSIGNEE AGAINST YOU. IN THE EVENT THAT THE FOREGOING JURY TRIAL WAIVER IS NOT ENFORCEABLE, ALL CLAIMS, INCLUDING ANY AND ALL QUESTIONS OF LAW OR FACT RELATING THERETO, SHALL, AT THE WRITTEN REQUEST OF ANY PARTY, BE DETERMINED BY JUDICIAL REFERENCE PURSUANT TO THE CALIFORNIA CODE OF CIVIL PROCEDURE (“REFERENCE”). THE PARTIES SHALL SELECT A SINGLE NEUTRAL REFEREE, WHO SHALL BE A RETIRED STATE OR FEDERAL JUDGE. IN THE EVENT THAT THE PARTIES CANNOT AGREE UPON A REFEREE, THE REFEREE SHALL BE APPOINTED BY THE COURT. THE REFEREE SHALL REPORT A STATEMENT OF DECISION TO THE COURT. NOTHING IN THIS SECTION SHALL LIMIT THE RIGHT OF ANY PARTY AT ANY TIME TO EXERCISE LAWFUL SELF-HELP REMEDIES, FORECLOSE AGAINST COLLATERAL OR OBTAIN PROVISIONAL REMEDIES. THE PARTIES SHALL BEAR THE FEES AND EXPENSES OF THE REFEREE EQUALLY UNLESS THE REFEREE ORDERS OTHERWISE. THE REFEREE SHALL ALSO DETERMINE ALL ISSUES RELATING TO THE APPLICABILITY, INTERPRETATION, AND ENFORCEABILITY OF THIS SECTION. THE PARTIES ACKNOWLEDGE THAT THE CLAIMS WILL NOT BE ADJUDICATED BY A JURY. THIS WAIVER EXTENDS TO ALL SUCH CLAIMS, INCLUDING CLAIMS THAT INVOLVE PERSONS OTHER THAN YOU AND US; CLAIMS THAT ARISE OUT OF OR ARE IN ANY WAY CONNECTED TO THE RELATIONSHIP BETWEEN YOU AND US; AND ANY CLAIMS FOR DAMAGES, BREACH OF CONTRACT, SPECIFIC PERFORMANCE, OR ANY EQUITABLE OR LEGAL RELIEF OF ANY KIND, ARISING OUT OF THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR ANY OF THE EXCLUDED AGREEMENTS. Professional Fees. You promise to pay or reimburse on demand, any and all reasonable professional fees and expenses incurred by Us whether before or after the execution of this Agreement in connection with or related to: the Loan Documents, the Excluded Agreements, or the transactions contemplated hereby shall be brought solely in Secured Obligations; the Chancery Court administration, collection, or enforcement of the State of DelawareSecured Obligations; provided, that if (and only after) such courts determine that they lack subject matter jurisdiction over any such legal action, suit amendment or proceeding, such legal action, suit or proceeding shall be brought in the Federal courts modification of the United States located Loan Documents and the Excluded Agreements; any waiver, consent, release, or termination under the Loan Documents or Excluded Agreements; the protection, preservation, sale, lease, liquidation, inspection, audit, disposition of or other action related to the Collateral or the exercise of remedies with respect to the Collateral; or any legal, litigation, administrative, arbitration, or out of court proceeding in connection with or related to You or the State Collateral, and any appeal or review thereof; and any bankruptcy, restructuring, reorganization, assignment for the benefit of Delaware; providedcreditors, furtherworkout, that if (foreclosure, or other action related to You, the Collateral, the Loan Documents, or the Excluded Agreements, including representing Us in any adversary proceeding or contested matter commenced or continued by or on behalf of Your estate, and only after) both any appeal or review thereof. Our professional fees and expenses shall include the Chancery Court reasonable fees or expenses for Our attorneys, accountants, auditors, auctioneers, liquidators, appraisers, investment advisors, environmental and management consultants, or experts engaged by Us in connection with the foregoing. Your promise to pay all of Our reasonable professional fees and expenses is part of the State of Delaware and the Federal courts of the United States located in the State of Delaware determine that they lack subject matter jurisdiction over any such legal action, suit or proceeding, such legal action, suit or proceeding shall be brought in the United States District Court for the Southern District of New YorkSecured Obligations under this Agreement. Notwithstanding the foregoing, each of the parties hereto 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 anything in law or in equity, whether in contract or in tort or otherwise, against the Financing Parties in any way relating to this Agreement or any of the transactions contemplated by this Agreement, including but You will not limited be responsible or obligated to reimburse Us for any dispute arising out of legal fees, costs or relating in any way to expenses incurred on or before the Debt Commitment Letter or the performance thereof, in any forum other than the federal Closing Date and New York State courts located for items set forth in the City Schedule of New YorkDocuments as items to be completed post the Closing Date, Borough of Manhattan (and appellate courts thereof). By executing and delivering this Agreement, the parties irrevocably: (i) accept generally and unconditionally the exclusive jurisdiction and venue of these courts; (ii) waive any objections which such party may now or hereafter have to the laying of venue of any of the aforesaid actions arising out of or all in connection with this Agreement brought in the courts referred to in clause (i) above negotiation, due diligence and hereby further irrevocably waive and agree not to plead or claim in any such court that such action brought in any such court has been brought in an inconvenient forum; (iii) agree that service closing of all process in any such action in any such court may be made by registered or certified mail, return receipt requested, to such party at its address provided in accordance with this Agreement; and (iv) agree that service as provided in clause (c) above is sufficient to confer personal jurisdiction over such party in any such action in any such court, and otherwise constitutes effective and binding service in every respect.

Consent to Jurisdiction and Venue. Any legal actionBorrower, suit or proceeding arising out of or relating Lenders and Agent each submit to this Agreement or the transactions contemplated hereby shall be brought solely in the Chancery Court exclusive jurisdiction of the State of Delaware; provided, that if (and only after) such courts determine that they lack subject matter jurisdiction over any such legal action, suit or proceeding, such legal action, suit or proceeding shall be brought in the Federal courts of the United States located in the State of Delaware; provided, further, that if (and only after) both the Chancery Court of the State of Delaware and the Federal courts of the United States located in the State of Delaware determine that they lack subject matter jurisdiction over any such legal action, suit or proceeding, such legal action, suit or proceeding shall be brought in the United States District Court for the Southern District of New York. Notwithstanding the foregoing, each of the parties hereto 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 Financing 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 Commitment Letter or the performance thereof, in any forum other than the federal and New York State courts located in the City of New York, Borough of Manhattan Manhattan. NOTWITHSTANDING THE FOREGOING, AGENT AND THE LENDERS SHALL HAVE THE RIGHT TO BRING ANY ACTION OR PROCEEDING AGAINST BORROWER OR ITS PROPERTY IN THE COURTS OF ANY OTHER JURISDICTION WHICH AGENT AND THE LENDERS (IN ACCORDANCE WITH THE PROVISIONS OF SECTION 10.1) DEEM NECESSARY OR APPROPRIATE TO REALIZE ON THE COLLATERAL OR TO OTHERWISE ENFORCE AGENT’S AND THE LENDERS’ RIGHTS AGAINST BORROWER OR ITS PROPERTY. Borrower expressly submits and appellate courts thereof). By executing and delivering this Agreement, the parties irrevocably: (i) accept generally and unconditionally the exclusive consents in advance to such jurisdiction and venue of these courts; (ii) waive in any objections which such party may now action or hereafter have to the laying of venue of any of the aforesaid actions arising out of or in connection with this Agreement brought in the courts referred to in clause (i) above and hereby further irrevocably waive and agree not to plead or claim suit commenced in any such court court, and Borrower hereby waives any objection that it may have based upon lack of personal jurisdiction, improper venue, or forum non conveniens and hereby consents to the granting of such legal or equitable relief as is deemed appropriate by such court. Borrower hereby waives personal service of the summons, complaints, and other process issued in such action brought in any such court has been brought in an inconvenient forum; (iii) agree or suit and agrees that service of all such summons, complaints, and other process in any such action in any such court may be made by registered or certified mailmail addressed to Borrower at the address set forth in, or subsequently provided by Borrower in accordance with, Section 11.2 of this Agreement and that service so made shall be deemed completed upon the earlier to occur of Borrower’s actual receipt thereof or three (3) days after deposit in the U.S. mails, first class, registered or certified mail return receipt requested, to such party at its address provided in accordance with this Agreement; and (iv) agree that service as provided in clause (c) above is sufficient to confer personal jurisdiction over such party in any such action in any such court, and otherwise constitutes effective and binding service in every respectproper postage prepaid.

Consent to Jurisdiction and Venue. Any legal action(a) Each party hereby irrevocably and unconditionally consents and agrees that all actions, suit suits or proceeding other proceedings arising under or in connection with this Agreement or any of the Transactional Agreements shall be tried and litigated in the state or federal courts located in the City of Las Vegas, County of Claxx, Xtate of Nevada, which courts shall have exclusive jurisdiction to hear and determine any and all claims, controversies and disputes arising out of or relating to this Agreement or the transactions contemplated hereby shall be brought solely in the Chancery Court of the State of Delaware; provided, that if (and only after) such courts determine that they lack subject matter jurisdiction over any such legal action, suit or proceeding, such legal action, suit or proceeding shall be brought in the Federal courts of the United States located in the State of Delaware; provided, further, that if (and only after) both the Chancery Court of the State of Delaware and the Federal courts of the United States located in the State of Delaware determine that they lack subject matter jurisdiction over any such legal action, suit or proceeding, such legal action, suit or proceeding shall be brought in the United States District Court for the Southern District of New York. Notwithstanding the foregoing, each of the parties hereto 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 Financing Parties in any way relating related 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 Transactional Agreements. (b) Each party hereby (a) irrevocably submits to the Debt Commitment Letter or the performance thereof, in any forum other than the federal and New York State courts located in the City jurisdiction of New York, Borough of Manhattan (and appellate courts thereof). By executing and delivering this Agreement, the parties irrevocably: (i) accept generally and unconditionally the exclusive jurisdiction and venue of these courts; (ii) waive any objections which such party may now or hereafter have to the laying of venue of any of the aforesaid actions arising out of or in connection with this Agreement brought in the courts referred to in clause (i) above and hereby further irrevocably waive and agree not to plead or claim in any such court that and consents in advance to such action brought jurisdiction in any such court has been brought in an inconvenient forum; (iii) agree that service of all process in any such action in any such court may be made by registered action, suit or certified mail, return receipt requested, to such party at its address provided in accordance with this Agreement; and (iv) agree that service as provided in clause (c) above is sufficient to confer personal jurisdiction over such party in any such action other proceeding commenced in any such court, (b) waives any right it may have to assert the doctrine of forum non conveniens or any objection that such person may have based upon lack of personal jurisdiction or improper venue, and otherwise constitutes effective (c) consents to the granting of such legal or equitable relief as is deemed appropriate by such court. Each party hereby waives personal service of the summons, complaint or other process issued in any such action, suit or other proceeding and binding agrees that service of such summons, complaint and other process may be made by sending (a) the original such document through a nationally recognized express delivery service, (b) an email notification with the relevant tracking number for such express delivery service, and (c) a copy of such document by facsimile, each addressed to such party at the addresses set forth in every respectSection 12.5 (Notices) and that service so made shall be deemed completed upon such Person's actual receipt of (b) and (c). (c) To the extent permitted under the applicable laws of any such jurisdiction, each party hereby waives, in respect of any such action, suit or other proceeding, the jurisdiction of any other court or courts that now or hereafter, by reason of such Person's present or future domicile, or otherwise, may be available to it.

Consent to Jurisdiction and Venue. Any legal actionEmployee hereby submits to the exclusive jurisdiction of the Supreme Court for Xxxxxx County, New York or the United States District Court for the Northern District of New York in any action or proceeding arising out of or relating to this Agreement, including any appeal and any action for enforcement or recognition of any judgment relating thereto, and Employee hereby irrevocably agrees that all claims in respect of such action or proceeding may not be heard or determined in any court or before any panel other than the Supreme Court for Xxxxxx County, New York or the United States District Court for the Northern District of New York. Employee agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in any other jurisdictions by suit on the judgment or in any manner provided by law. Employee hereby irrevocably waives, to the fullest extent Employee may legally and effectively do so, any objection Employee may have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby shall be brought solely in the Chancery Supreme Court of the State of Delaware; providedfor Xxxxxx County, that if (and only after) such courts determine that they lack subject matter jurisdiction over any such legal action, suit New York or proceeding, such legal action, suit or proceeding shall be brought in the Federal courts of the United States located in the State of Delaware; provided, further, that if (and only after) both the Chancery Court of the State of Delaware and the Federal courts of the United States located in the State of Delaware determine that they lack subject matter jurisdiction over any such legal action, suit or proceeding, such legal action, suit or proceeding shall be brought in the United States District Court for the Southern Northern District of New York. Notwithstanding the foregoingEmployee hereby irrevocably waives, each of the parties hereto 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 Financing 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 Commitment Letter or the performance thereof, in any forum other than the federal fullest extent Employee may legally and New York State courts located in the City of New York, Borough of Manhattan (and appellate courts thereof). By executing and delivering this Agreementeffectively do so, the parties irrevocably: (i) accept generally and unconditionally the exclusive jurisdiction and venue defense of these courts; (ii) waive any objections which such party may now or hereafter have an inconvenient forum to the laying maintenance of venue of any of the aforesaid actions arising out of such suit, action or in connection with this Agreement brought in the courts referred to in clause (i) above and hereby further irrevocably waive and agree not to plead or claim proceeding in any such court that such action brought in any such court has been brought in an inconvenient forum; (iii) agree that court. Employee irrevocably consents to service of all process in any such suit, action or proceeding in any such court may be made manner provided by registered or certified mail, return receipt requested, to such party at its address provided in accordance with this Agreement; and (iv) agree that service as provided in clause (c) above is sufficient to confer personal jurisdiction over such party in any such action in any such court, and otherwise constitutes effective and binding service in every respectlaw.

Consent to Jurisdiction and Venue. Any legal actionAll judicial proceedings arising in or under or related to this Agreement, suit the Promissory Notes or proceeding any of the other Loan Documents may be brought in any state or federal court of competent jurisdiction located in the State of California. By execution and delivery of this Agreement, each party hereto generally and unconditionally: (a) consents to personal jurisdiction in San Mateo County, State of California; (b) waives any objection as to jurisdiction or venue in San Mateo County, State of California; (c) agrees not to assert any defense based on lack of jurisdiction or venue in the aforesaid courts; and (d) irrevocably agrees to be bound by any judgment rendered thereby in connection with this Agreement, the Promissory Notes or the other Loan Documents. Service of process on any party hereto in any action arising out of or relating to this Agreement shall be effective if given in accordance with the requirements for notice set forth in this Section, and shall be deemed effective and received as set forth therein. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of either party to bring proceedings in the courts of any other jurisdiction. Mutual Waiver Of Jury Trial; Judicial Reference. Because disputes arising in connection with complex financial transactions are most quickly and economically resolved by an experienced and expert person and the Parties wish applicable state and federal laws to apply (rather than arbitration rules), the Parties desire that their disputes be resolved by a judge applying such applicable laws. EACH OF THE PARTIES SPECIFICALLY WAIVES ANY RIGHT THEY MAY HAVE TO TRIAL BY JURY OF ANY CAUSE OF ACTION, CLAIM, CROSS-CLAIM, COUNTERCLAIM, THIRD PARTY CLAIM OR ANY OTHER CLAIM (COLLECTIVELY, “CLAIMS”) ASSERTED BY YOU AGAINST US OR OUR ASSIGNEE OR BY US OR OUR ASSIGNEE AGAINST YOU. IN THE EVENT THAT THE FOREGOING JURY TRIAL WAIVER IS NOT ENFORCEABLE, ALL CLAIMS, INCLUDING ANY AND ALL QUESTIONS OF LAW OR FACT RELATING THERETO, SHALL, AT THE WRITTEN REQUEST OF ANY PARTY, BE DETERMINED BY JUDICIAL REFERENCE PURSUANT TO THE CALIFORNIA CODE OF CIVIL PROCEDURE (“REFERENCE”). THE PARTIES SHALL SELECT A SINGLE NEUTRAL REFEREE, WHO SHALL BE A RETIRED STATE OR FEDERAL JUDGE. IN THE EVENT THAT THE PARTIES CANNOT AGREE UPON A REFEREE, THE REFEREE SHALL BE APPOINTED BY THE COURT. THE REFEREE SHALL REPORT A STATEMENT OF DECISION TO THE COURT. NOTHING IN THIS SECTION SHALL LIMIT THE RIGHT OF ANY PARTY AT ANY TIME TO EXERCISE LAWFUL SELF-HELP REMEDIES, FORECLOSE AGAINST COLLATERAL OR OBTAIN PROVISIONAL REMEDIES. THE PARTIES SHALL BEAR THE FEES AND EXPENSES OF THE REFEREE EQUALLY UNLESS THE REFEREE ORDERS OTHERWISE. THE REFEREE SHALL ALSO DETERMINE ALL ISSUES RELATING TO THE APPLICABILITY, INTERPRETATION, AND ENFORCEABILITY OF THIS SECTION. THE PARTIES RingCentral_GrowthCapitalLoan 17 ACKNOWLEDGE THAT THE CLAIMS WILL NOT BE ADJUDICATED BY A JURY. THIS WAIVER EXTENDS TO ALL SUCH CLAIMS, INCLUDING CLAIMS THAT INVOLVE PERSONS OTHER THAN YOU AND US; CLAIMS THAT ARISE OUT OF OR ARE IN ANY WAY CONNECTED TO THE RELATIONSHIP BETWEEN YOU AND US; AND ANY CLAIMS FOR DAMAGES, BREACH OF CONTRACT, SPECIFIC PERFORMANCE, OR ANY EQUITABLE OR LEGAL RELIEF OF ANY KIND, ARISING OUT OF THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR ANY OF THE EXCLUDED AGREEMENTS. Professional Fees. You promise to pay or reimburse on demand, any and all reasonable professional fees and expenses incurred by Us whether before or after the execution of this Agreement in connection with or related to: the Loan Documents, the Excluded Agreements, or the transactions contemplated hereby shall be brought solely in Secured Obligations; the Chancery Court administration, collection, or enforcement of the State of DelawareSecured Obligations; provided, that if (and only after) such courts determine that they lack subject matter jurisdiction over any such legal action, suit amendment or proceeding, such legal action, suit or proceeding shall be brought in the Federal courts modification of the United States located Loan Documents and the Excluded Agreements; any waiver, consent, release, or termination under the Loan Documents or Excluded Agreements; the protection, preservation, sale, lease, liquidation, inspection, audit or disposition of, or other action related to, the Collateral or the exercise of remedies with respect to the Collateral; or any legal, litigation, administrative, arbitration, or out of court proceeding in connection with or related to You or the State Collateral, and any appeal or review thereof; and any bankruptcy, restructuring, reorganization, assignment for the benefit of Delaware; providedcreditors, furtherworkout, that if (foreclosure, or other action related to You, the Collateral, the Loan Documents, or the Excluded Agreements, including representing Us in any adversary proceeding or contested matter commenced or continued by or on behalf of Your estate, and only after) both any appeal or review thereof. Our professional fees and expenses shall include fees or expenses for Our attorneys, accountants, auditors, auctioneers, liquidators, appraisers, investment advisors, environmental and management consultants, or experts engaged by Us in connection with the Chancery Court foregoing. Your promise to pay all of Our reasonable professional fees and expenses is part of the State of Delaware and the Federal courts of the United States located in the State of Delaware determine that they lack subject matter jurisdiction over any such legal action, suit or proceeding, such legal action, suit or proceeding shall be brought in the United States District Court for the Southern District of New YorkSecured Obligations under this Agreement. Notwithstanding the foregoing, each of the parties hereto 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 anything in law or in equity, whether in contract or in tort or otherwise, against the Financing Parties in any way relating to this Agreement or any of the transactions contemplated by this Agreement, including but You will not limited be responsible or obligated to reimburse Us for any dispute arising out of legal fees, costs or relating in any way to expenses incurred on or before the Debt Commitment Letter or the performance thereof, in any forum other than the federal Closing Date and New York State courts located for items set forth in the City Schedule of New YorkDocuments as items to be completed post the Closing Date, Borough of Manhattan (and appellate courts thereof). By executing and delivering this Agreement, the parties irrevocably: (i) accept generally and unconditionally the exclusive jurisdiction and venue of these courts; (ii) waive any objections which such party may now or hereafter have to the laying of venue of any of the aforesaid actions arising out of or all in connection with this Agreement brought in the courts referred to in clause (i) above negotiation, due diligence and hereby further irrevocably waive and agree not to plead or claim in any such court that such action brought in any such court has been brought in an inconvenient forum; (iii) agree that service closing of all process in any such action in any such court may be made by registered or certified mail, return receipt requested, to such party at its address provided in accordance with this Agreement; and (iv) agree that service as provided in clause (c) above is sufficient to confer personal jurisdiction over such party in any such action in any such court, and otherwise constitutes effective and binding service in every respect.

Consent to Jurisdiction and Venue. Any legal EACH OF THE PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY CONSENTS AND AGREES THAT ALL ACTIONS, SUITS, OR OTHER PROCEEDINGS ARISING OUT OF THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT (OTHER THAN THE ESCROW AGREEMENT) SHALL BE TRIED AND LITIGATED IN STATE OR FEDERAL COURTS LOCATED IN THE CITY OF WILMINGTON, DELAWARE, WHICH COURTS SHALL HAVE EXCLUSIVE JURISDICTION TO HEAR AND DETERMINE ANY AND ALL CLAIMS, CONTROVERSIES AND DISPUTES ARISING OUT OF OR RELATED TO THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT (OTHER THAN THE ESCROW AGREEMENT). Each of the parties hereby irrevocably submits to the jurisdiction of the federal and state courts located in the City of Wilmington, Delaware in any action, suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby shall be brought solely any Transaction Document, agrees to accept service of legal process pursuant to Section 10.2 in the Chancery Court of the State of Delaware; provided, that if (and only after) such courts determine that they lack subject matter jurisdiction over any such legal action, suit or proceeding, and hereby waives, and agrees not to assert, as a defense in any such legal action, suit or proceeding shall be brought in the Federal courts of the United States located in the State of Delaware; provided, further, that if (and only after) both the Chancery Court of the State of Delaware and the Federal courts of the United States located in the State of Delaware determine it is not subject thereto or that they lack subject matter jurisdiction over any such legal action, suit or proceeding, such legal action, suit or proceeding shall may not be brought or is not maintainable in said location or courts or that the United States District Court for the Southern District of New York. Notwithstanding the foregoing, each of the parties hereto agrees venue thereof may not be appropriate or 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 Financing Parties in any way relating to this Agreement or any of the transactions contemplated such Transaction Document may not be enforced in such location or by this Agreement, including but not limited to any dispute arising out of or relating in any way to the Debt Commitment Letter or the performance thereof, in any forum other than the federal and New York State courts located in the City of New York, Borough of Manhattan (and appellate courts thereof). By executing and delivering this Agreement, the parties irrevocably: (i) accept generally and unconditionally the exclusive jurisdiction and venue of these said courts; (ii) waive any objections which such party may now or hereafter have to the laying of venue of any of the aforesaid actions arising out of or in connection with this Agreement brought in the courts referred to in clause (i) above and hereby further irrevocably waive and agree not to plead or claim in any such court that such action brought in any such court has been brought in an inconvenient forum; (iii) agree that service of all process in any such action in any such court may be made by registered or certified mail, return receipt requested, to such party at its address provided in accordance with this Agreement; and (iv) agree that service as provided in clause (c) above is sufficient to confer personal jurisdiction over such party in any such action in any such court, and otherwise constitutes effective and binding service in every respect.

Consent to Jurisdiction and Venue. Any (a) Each of the Parties irrevocably agrees that any legal action, suit action or proceeding arising out of or relating with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the transactions contemplated hereby rights and obligations arising hereunder brought by the other Party hereto or its successors or assigns, shall be brought solely and determined exclusively in the Chancery Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware; provided, that if (and only after) such courts determine that they lack subject matter jurisdiction over ). Each of the Parties hereby irrevocably submits with regard to any such legal action, suit or proceeding, such legal action, suit action or proceeding shall be brought for itself and in respect of its prope1iy, generally and unconditionally, to the Federal courts personal jurisdiction of the United States located in the State of Delaware; provided, further, that if (aforesaid courts and only after) both the Chancery Court of the State of Delaware and the Federal courts of the United States located in the State of Delaware determine that they lack subject matter jurisdiction over any such legal action, suit or proceeding, such legal action, suit or proceeding shall be brought in the United States District Court for the Southern District of New York. Notwithstanding the foregoing, each of the parties hereto 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 Financing Parties in any way action relating to this Agreement or in any court other than the aforesaid courts. (b) Each of the transactions contemplated by Parties hereby irrevocably waives, and agrees not to assert as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement, including but any claim that it is not limited to any dispute arising out of or relating in any way personally subject to the Debt Commitment Letter or jurisdiction of the performance thereof, in above named courts for any forum reason other than the federal failure to serve in accordance with this Section 14, (b) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and New York State courts located in (c) to the City of New Yorkfullest extent permitted by the applicable law, Borough of Manhattan (and appellate courts thereof). By executing and delivering this Agreement, the parties irrevocably: any claim that (i) accept generally and unconditionally the exclusive jurisdiction and venue of these courts; (ii) waive any objections which such party may now suit, action or hereafter have to the laying of venue of any of the aforesaid actions arising out of or proceeding in connection with this Agreement brought in the courts referred to in clause (i) above and hereby further irrevocably waive and agree not to plead or claim in any such court that such action brought in any such court has been is brought in an inconvenient forum; , (ii) the venue of such suit, action or proceeding is improper or (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. (c) The Parties agree that service the delivery of all process or other papers in connection with any such action or proceeding in any the manner provided in Section 15 hereof, or in such court other manner as may be made permitted by registered or certified mailapplicable Law, return receipt requested, to such party at its address provided in accordance with this Agreement; shall be valid and (iv) agree that sufficient service as provided in clause (c) above is sufficient to confer personal jurisdiction over such party in any such action in any such court, and otherwise constitutes effective and binding service in every respectthereof.

Consent to Jurisdiction and Venue. Any legal actionAll judicial proceedings arising in or under or related to this Warrant Agreement may be brought in any state or federal court of competent jurisdiction located in the State of California. By execution and delivery of this agreement, suit each party hereto generally and unconditionally: (a) consents to personal jurisdiction in San Mateo County, State of California; (b) waives any objection as to jurisdiction or proceeding venue in San Mateo County, State of California; (c) agrees not to assert any defense based on lack of jurisdiction or venue in the aforesaid courts; and (d) irrevocably agrees to be bound by any judgment rendered thereby in connection with this Plain English Warrant Agreement. Service of process on any party hereto in any action arising out of or relating to this Agreement or the transactions contemplated hereby agreement shall be brought solely effective if given in accordance with the requirements for notice set forth in this Section, and shall be deemed effective and received as set forth therein. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of either party to bring proceedings in the Chancery Court of the State of Delaware; provided, that if (and only after) such courts determine that they lack subject matter jurisdiction over any such legal action, suit or proceeding, such legal action, suit or proceeding shall be brought in the Federal courts of the United States located any other jurisdiction. Mutual Waiver Of Jury Trial. Because disputes arising in the State connection with complex financial transactions are most quickly and economically resolved by an experienced and expert person and The Parties wish applicable state and federal laws to apply (rather than arbitration rules), The Parties desire that their disputes be resolved by a judge applying such applicable laws. EACH OF THE PARTIES SPECIFICALLY WAIVES ANY RIGHT THEY MAY HAVE TO TRIAL BY JURY OF ANY CAUSE OF ACTION, CLAIM, CROSS-CLAIM, COUNTERCLAIM, THIRD PARTY CLAIM OR ANY OTHER CLAIM (COLLECTIVELY, “CLAIMS”) ASSERTED BY YOU AGAINST US OR OUR ASSIGNEE OR BY US OR OUR ASSIGNEE AGAINST YOU. This waiver extends to all such Claims, including Claims that involve Persons other than You and Us; Claims that arise out of Delaware; provided, further, that if (and only after) both the Chancery Court of the State of Delaware and the Federal courts of the United States located in the State of Delaware determine that they lack subject matter jurisdiction over any such legal action, suit or proceeding, such legal action, suit or proceeding shall be brought in the United States District Court for the Southern District of New York. Notwithstanding the foregoing, each of the parties hereto 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 Financing Parties are in any way relating connected to this Agreement the relationship between You and Us; and any Claims for damages, breach of contract, specific performance, or any equitable or legal relief of the transactions contemplated by this Agreementany kind, including but not limited to any dispute arising out of or relating in any way to the Debt Commitment Letter or the performance thereof, in any forum other than the federal and New York State courts located in the City of New York, Borough of Manhattan (and appellate courts thereof). By executing and delivering this Warrant Agreement, the parties irrevocably: (i) accept generally and unconditionally the exclusive jurisdiction and venue of these courts; (ii) waive any objections which such party may now or hereafter have to the laying of venue of any of the aforesaid actions arising out of or in connection with this Agreement brought in the courts referred to in clause (i) above and hereby further irrevocably waive and agree not to plead or claim in any such court that such action brought in any such court has been brought in an inconvenient forum; (iii) agree that service of all process in any such action in any such court may be made by registered or certified mail, return receipt requested, to such party at its address provided in accordance with this Agreement; and (iv) agree that service as provided in clause (c) above is sufficient to confer personal jurisdiction over such party in any such action in any such court, and otherwise constitutes effective and binding service in every respect.

Consent to Jurisdiction and Venue. Any legal actionAll judicial proceedings (to the extent that the reference requirement of Section 11.10 is not applicable) arising in or under or related to this Agreement or any of the other Loan Documents may be brought in any state or federal court located in the State of California. By execution and delivery of this Agreement, suit each party hereto generally and unconditionally: (a) consents to nonexclusive personal jurisdiction in Santa Clara County, State of California; (b) waives any objection as to jurisdiction or proceeding venue in Santa Clara County, State of California; (c) agrees not to assert any defense based on lack of jurisdiction or venue in the aforesaid courts; and (d) irrevocably agrees to be bound by any judgment rendered thereby in connection with this Agreement or the other Loan Documents. Service of process on any party hereto in any action arising out of or relating to this Agreement or the transactions contemplated hereby shall be brought solely effective if given in accordance with the requirements for notice set forth in Section 11.2, and shall be deemed effective and received as set forth in Section 11.2. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of either party to bring proceedings in the Chancery Court of the State of Delaware; provided, that if (and only after) such courts determine that they lack subject matter jurisdiction over any such legal action, suit or proceeding, such legal action, suit or proceeding shall be brought in the Federal courts of the United States located any other jurisdiction. SECTION 156. Mutual Waiver of Jury Trial / Judicial Reference. SECTION 157. Because disputes arising in the State of Delaware; provided, further, that if (connection with complex financial transactions are most quickly and only after) both the Chancery Court of the State of Delaware economically resolved by an experienced and expert Person and the Federal courts of the United States located in the State of Delaware determine that they lack subject matter jurisdiction over any such legal actionparties wish applicable state and federal laws to apply (rather than arbitration rules), suit or proceeding, such legal action, suit or proceeding shall be brought in the United States District Court for the Southern District of New York. Notwithstanding the foregoing, each of the parties hereto agrees desire that it will not bring their disputes be resolved by a judge applying such applicable laws. EACH OF BORROWER, AGENT AND XXXXXX SPECIFICALLY WAIVES ANY RIGHT IT MAY HAVE TO TRIAL BY JURY OF ANY CAUSE OF ACTION, CLAIM, CROSS-CLAIM, COUNTERCLAIM, THIRD PARTY CLAIM OR ANY OTHER CLAIM (COLLECTIVELY, “CLAIMS”) ASSERTED BY BORROWER AGAINST AGENT, XXXXXX ​ OR THEIR RESPECTIVE ASSIGNEE OR BY AGENT, LENDER OR THEIR RESPECTIVE ASSIGNEE AGAINST BORROWER. This waiver extends to all such Claims, including Claims that involve Persons other than Agent, Borrower and Lender; Claims that arise out of 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 Financing Parties are in any way relating connected to this Agreement the relationship among Borrower, Agent and Lender; and any Claims for damages, breach of contract, tort, specific performance, or any equitable or legal relief of the transactions contemplated by any kind, arising out of this Agreement, including but not limited to any dispute arising out of or relating in any way to the Debt Commitment Letter or the performance thereof, in any forum other than the federal and New York State courts located in the City of New York, Borough of Manhattan (and appellate courts thereof). By executing and delivering this Agreement, the parties irrevocably: (i) accept generally and unconditionally the exclusive jurisdiction and venue of these courts; (ii) waive any objections which such party may now or hereafter have to the laying of venue of any of the aforesaid actions arising out of or in connection with this Agreement brought in the courts referred to in clause (i) above and hereby further irrevocably waive and agree not to plead or claim in any such court that such action brought in any such court has been brought in an inconvenient forum; (iii) agree that service of all process in any such action in any such court may be made by registered or certified mail, return receipt requested, to such party at its address provided in accordance with this Agreement; and (iv) agree that service as provided in clause (c) above is sufficient to confer personal jurisdiction over such party in any such action in any such court, and otherwise constitutes effective and binding service in every respectLoan Document.

Consent to Jurisdiction and Venue. (i) Company and Warrantholder hereby agree that any dispute or controversy arising out of or in connection with this Agreement or the transactions hereby contemplated (a “Dispute”) shall be arbitrated before the Court of Chancery of the State of Delaware (the “Delaware Court of Chancery”) pursuant to 10 Del. C §349 and the Rules of the Delaware Court of Chancery promulgated thereunder (the “Chancery Rules”), if such Dispute is eligible for arbitration pursuant to the Chancery Rules and is accepted by the Delaware Court of Chancery. The parties hereby agree to take all steps necessary or advisable, including execution of documents to be filed with the Delaware Court of Chancery, in order properly to submit such Dispute for Arbitration (as defined in the Chancery Rules) in accordance with this Section 12(n), and each such Party agrees that it shall raise no objection to the submission of such Dispute to Arbitration in accordance with this Section 12(n) and further irrevocably waives, to the fullest extent permitted by applicable law, any objection that it may have or hereafter have to the submission of such Dispute for Arbitration or any right to lay claim to jurisdiction in any venue. The Parties intend that this Section 12(n) be interpreted as broadly as possible, and in favor of prompt and binding arbitration. (ii) The Arbitration shall be conducted in accordance with the Chancery Rules; provided that the parties hereto may agree to amend, modify or alter such rules, and/or adopt new rules, in each case with the consent of the Arbitrator (as defined below). Any such amendments, modifications or alterations shall be in writing and signed by an authorized representative of each such party and by the Arbitrator. The Arbitration shall take place in Delaware or such other location as the parties and the Arbitrator may agree. (iii) The Arbitration shall be presided over by one arbitrator who shall be the chancellor or a vice-chancellor of the Delaware Court of Chancery appointed as an arbitrator by the Delaware Court of Chancery (the “Arbitrator”). (iv) The arbitral award (the “Award”) shall (A) be written or oral, (B) state the reasons for the Award, and (C) be the sole and exclusive binding remedy with respect to the Dispute between and among the parties. The parties hereto acknowledge that time is of the essence and the parties hereto agree that they shall not seek to vary the timing provisions of the Chancery Rules. Judgment on the Award may be entered in any court having jurisdiction thereof. All Awards of the Arbitrator shall be final, nonappealable and binding on the parties. The parties hereto waive any right to refer any question of law and right of appeal on the law and/or merits to any court, including any appeal contemplated by 10 Del. C. §349(c). The Award shall be deemed an award of the United States, the relationship between the parties shall be deemed commercial in nature, and any dispute arbitrated pursuant to this Section 12(n) shall be deemed commercial. (v) The Arbitrator shall have the authority to grant any equitable or legal actionremedies that would be available under this Agreement in any judicial proceeding intended to resolve a Dispute, suit including ordering specific performance under Section 12(q) and entering injunctive or other equitable relief pending the final decision of the Arbitrator or the rendering of the Award. (vi) Each party hereto shall bear its own legal fees and costs in connection with the Arbitration; provided, however, that each such party shall pay one-half of any filing fees, fees and expenses of the Arbitrator or other similar costs incurred by the parties in connection with the prosecution of the Arbitration, unless an Award is entered by the Arbitrator in which case the party responsible for payment of any Award shall also be responsible for the full costs of the Arbitrator or other similar costs incurred by the parties in connection with the prosecution of the Arbitration. (vii) Notwithstanding the provisions of this Section 12(n), each party hereto shall be entitled to seek interim or provisional relief in the Delaware Court of Chancery or, if the Delaware Court of Chancery lacks subject matter jurisdiction, any Federal court located in the State of Delaware to (A) protect the rights or property of such party, (B) maintain the status quo until such time as the Award is rendered or the Dispute is otherwise resolved, or (C) prevent breaches of this Agreement. By doing so, such party does not waive any right or remedy under this Agreement. (viii) Each of the parties to this Agreement (A) consents to submit itself to the personal jurisdiction of the Arbitrator, the Delaware Court of Chancery and the Federal courts located in the State of Delaware in connection with proceedings pursuant to this Section 12(n), (B) agrees that all claims in respect of such action or proceeding may be heard and determined in such court, (C) agrees that it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from such court, and (D) agrees not to bring any action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby shall be brought solely in the Chancery Court of the State of Delaware; provided, that if (and only after) such courts determine that they lack subject matter jurisdiction over any such legal action, suit or proceeding, such legal action, suit or proceeding shall be brought in the Federal courts of the United States located in the State of Delaware; provided, further, that if (and only after) both the Chancery Court of the State of Delaware and the Federal courts of the United States located in the State of Delaware determine that they lack subject matter jurisdiction over any such legal action, suit or proceeding, such legal action, suit or proceeding shall be brought in the United States District Court for the Southern District of New York. Notwithstanding the foregoing, each of the parties hereto 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 Financing Parties in any way relating to this Agreement or any of the transactions contemplated by this AgreementAgreement in any other court, including but except in accordance with Section 12(n)(ix) below. Each of the parties hereto waives any defense of inconvenient forum to the maintenance of any action or proceeding so brought and waives any bond, surety or other security that might be required of any other party with respect thereto. Any party hereto may make service on another party by sending or delivering a copy of the process to the party to be served at the address and in the manner provided for the giving of notices in Section 12(f). (ix) Notwithstanding anything to the contrary contained herein, in the event that a Dispute is not limited eligible for arbitration under the Chancery Rules, each of the parties (A) submits to the jurisdiction of the courts of the State of Delaware and the federal courts of the United States of America located in the State of Delaware and the County of New Castle (each, a “Delaware Court”) in any dispute Dispute arising out of or relating in any way to the Debt Commitment Letter or the performance thereof, in any forum other than the federal and New York State courts located in the City of New York, Borough of Manhattan (and appellate courts thereof). By executing and delivering this Agreement, the parties irrevocably: (iB) accept generally and unconditionally the exclusive jurisdiction and venue of these courts; (ii) waive any objections which such party may now or hereafter have to the laying of venue agrees that all claims in respect of any of the aforesaid actions such Action may be heard and determined by any Delaware Court, and (C) each party also agrees not to bring any Action arising out of or in connection with relating to this Agreement brought in the courts referred to in clause (i) above and hereby further irrevocably waive and agree not to plead or claim in any court other than a Delaware Court; provided that, to the extent permitted by law, the parties agree that any such court Dispute shall be heard and determined by the Complex Commercial Litigation Division of the Superior Court for the County of New Castle. Each of the parties waives any defense asserting that any Action interpreting or enforcing this Agreement may not be brought or is not maintainable in such action brought Delaware Court and waives any bond, surety, or other security that might be required of any other party with respect thereto; provided, that the foregoing shall not prevent or in any such court has been brought in an inconvenient forum; (iii) agree that service of all process in any such action in any such court may be made by registered or certified mail, return receipt requested, way restrict the parties from seeking to such party at its address provided in accordance with compel arbitration pursuant to this Agreement; and (iv) agree that service as provided in clause (c) above is sufficient to confer personal jurisdiction over such party in any such action in any such court, and otherwise constitutes effective and binding service in every respectSection 12(n).

Consent to Jurisdiction and Venue. Any legal action(a) Each Guarantor irrevocably and unconditionally submits for itself and its property, suit to the nonexclusive jurisdiction of the state and federal courts located in Mecklenburg County, North Carolina and New York, New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement Guaranty or the transactions contemplated hereby shall be brought solely in the Chancery Court any other Loan Document, or for recognition or enforcement of any judgment, and each of the State parties hereto irrevocably and unconditionally agrees that all claims in respect of Delaware; provided, that if (and only after) such courts determine that they lack subject matter jurisdiction over any such legal action, suit or proceeding, such legal action, suit action or proceeding shall may be brought heard and determined in such North Carolina or New York state court or, to the Federal courts of the United States located fullest extent permitted by Applicable Law, in the State of Delaware; provided, further, that if (and only after) both the Chancery Court of the State of Delaware and the Federal courts of the United States located in the State of Delaware determine that they lack subject matter jurisdiction over any such legal action, suit or proceeding, such legal action, suit or proceeding shall be brought in the United States District Court for the Southern District of New Yorkfederal court. Notwithstanding the foregoing, each Each of the parties hereto agrees that it will not bring a final judgment in any such action or support any action, cause of action, claim, cross-claim or third-party claim of any kind or description, whether proceeding shall be conclusive and may be enforced in law other jurisdictions by suit on the judgment or in equity, whether any other manner provided by law. Nothing in contract this Guaranty or in tort any other Loan Document shall affect any right that the Administrative Agent or otherwise, against the Financing Parties in any way Secured Party may otherwise have to bring any action or proceeding relating to this Agreement Guaranty or any other Loan Document against the Company or any other Guarantor or its properties in the courts of the transactions contemplated by this Agreementany jurisdiction. (b) Each Guarantor irrevocably and unconditionally waives, including but not limited to any dispute arising out of or relating in any way to the Debt Commitment Letter or the performance thereoffullest extent permitted by Applicable Law, in any forum other than the federal and New York State courts located in the City of New York, Borough of Manhattan (and appellate courts thereof). By executing and delivering this Agreement, the parties irrevocably: (i) accept generally and unconditionally the exclusive jurisdiction and venue of these courts; (ii) waive any objections which such party objection that it may now or hereafter have to the laying of venue of any of the aforesaid actions action or proceeding arising out of or relating to this Guaranty or any other Loan Document in connection with this Agreement brought in the courts any court referred to in clause paragraph (ia) above and of this Section. Each of the parties hereto hereby further irrevocably waive and agree not waives, to plead or claim in any such court that the fullest extent permitted by Applicable Law, the defense of an inconvenient forum to the maintenance of such action brought in any such court has been brought in an inconvenient forum; (iii) agree that service of all process in any such action in any such court may be made by registered or certified mail, return receipt requested, to such party at its address provided in accordance with this Agreement; and (iv) agree that service as provided in clause (c) above is sufficient to confer personal jurisdiction over such party in any such action proceeding in any such court, and otherwise constitutes effective and binding . (c) Each Guarantor irrevocably consents to service of process in every respectthe manner provided for notices in Section 14.1 of the Credit Agreement. Nothing in this Guaranty will affect the right of any party hereto to serve process in any other manner permitted by Applicable Law.

Consent to Jurisdiction and Venue. Any legal actionsuit, suit action or proceeding arising out of or relating to based upon this Agreement or the transactions contemplated hereby shall may be brought solely instituted in the Chancery Court of the State of Delaware; provided, that if (and only after) such courts determine that they lack subject matter jurisdiction over any such legal action, suit or proceeding, such legal action, suit or proceeding shall be brought in the Federal federal courts of the United States located in of America or the State of Delaware; provided, further, that if (and only after) both the Chancery Court courts of the State of Delaware and the Federal courts of the United States in each case located in the State city of Delaware determine that they lack subject matter jurisdiction over any such legal action, suit or proceeding, such legal action, suit or proceeding shall be brought in the United States District Court for the Southern District Wilmington and county of New York. Notwithstanding the foregoingCastle, and each of the parties party hereto 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 Financing Parties in any way relating irrevocably submits 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 Commitment Letter or the performance thereof, in any forum other than the federal and New York State courts located in the City of New York, Borough of Manhattan (and appellate courts thereof). By executing and delivering this Agreement, the parties irrevocably: (i) accept generally and unconditionally the exclusive jurisdiction of such courts in any such suit, action or proceeding. Service of process, summons, notice or other document by United States certified mail, return receipt requested, to such party’s address set forth herein shall be effective service of process for any suit, action or other proceeding brought in any such court. The parties hereto irrevocably and venue of these courts; (ii) unconditionally waive any objections which such party may now or hereafter have objection to the laying of venue of any of the aforesaid actions arising out of suit, action or any proceeding in connection with this Agreement brought in the such courts referred to in clause (i) above and hereby further irrevocably waive and agree not to plead or claim in any such court that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum; . EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY HERETO CERTIFIES AND ACKNOWLEDGES THAT (iiiA) agree that service of all process in any such action in any such court may be made by registered or certified mailNO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, return receipt requestedEXPRESSLY OR OTHERWISE, to such party at its address provided in accordance with this Agreement; and THAT SUCH OTHER PARTY WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF A LEGAL ACTION, (ivB) agree that service as provided in clause SUCH PARTY HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (cC) above is sufficient to confer personal jurisdiction over such party in any such action in any such courtSUCH PARTY MAKES THIS WAIVER VOLUNTARILY, and otherwise constitutes effective and binding service in every respectAND (D) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 13.

Consent to Jurisdiction and Venue. Any legal actionEach party hereby irrevocably and unconditionally consents and agrees that all actions, suit suits or proceeding other proceedings arising out of under or relating to in connection with this Agreement or the transactions contemplated hereby shall be brought solely in the Chancery Court of the State of Delaware; provided, that if (tried and only after) such courts determine that they lack subject matter jurisdiction over any such legal action, suit or proceeding, such legal action, suit or proceeding shall be brought in the Federal courts of the United States located in the State of Delaware; provided, further, that if (and only after) both the Chancery Court of the State of Delaware and the Federal courts of the United States located in the State of Delaware determine that they lack subject matter jurisdiction over any such legal action, suit or proceeding, such legal action, suit or proceeding shall be brought litigated in the United States District Court for the Southern District of New York. Notwithstanding Delaware, or in the foregoingevent, each but only in the event, that such court does not have jurisdiction over such action or proceeding, to the exclusive jurisdiction of the parties hereto agrees Delaware Court of Chancery (or, in the event that it will such court does not bring have jurisdiction over such action or support any actionproceeding, 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 to the Financing Parties in any way relating to this Agreement or any exclusive jurisdiction of the transactions contemplated by this AgreementDelaware Superior Court), including but not limited which courts shall have exclusive jurisdiction to hear and determine any dispute and all claims, controversies and disputes arising out of or relating related to this Agreement. To the extent permitted by applicable law, each party hereto, for itself and its property, (a) irrevocably submits to the jurisdiction of any such court and consents in advance to such jurisdiction in any way to the Debt Commitment Letter action, suit or the performance thereof, in any forum other than the federal and New York State courts located in the City of New York, Borough of Manhattan (and appellate courts thereof). By executing and delivering this Agreement, the parties irrevocably: (i) accept generally and unconditionally the exclusive jurisdiction and venue of these courts; (ii) waive any objections which such party may now or hereafter have to the laying of venue of any of the aforesaid actions arising out of or in connection with this Agreement brought in the courts referred to in clause (i) above and hereby further irrevocably waive and agree not to plead or claim proceeding commenced in any such court court, (b) waives any right it may have to assert the doctrine of forum non conveniens or any objection that such action brought person may have based upon lack of personal jurisdiction or improper venue and (c) consents to the granting of such legal or equitable relief as is deemed appropriate by such court. Each party hereby waives personal service of the summons, complaint or other process issued in any such court has been brought in an inconvenient forum; (iii) agree action, suit or other proceeding and agrees that service of all such summons, complaint and other process in any such action in any such court may be made by registered or certified mail, return receipt requested, mail addressed to such party at its the address provided set forth in accordance with this Agreement; Section 6.4 or the signature page hereto, as appropriate, and (iv) agree that service as provided so made shall be deemed completed upon the earlier of such person’s actual receipt thereof or five days after deposit in clause (c) above is sufficient to confer personal jurisdiction over such party in the United States mail, postage prepaid. To the extent permitted under the applicable laws of any such action jurisdiction, each party hereto hereby waives, in respect of any such courtaction, and otherwise constitutes effective and binding service in every respectsuit or other proceeding, the jurisdiction of any other court or courts that now or hereafter, by reason of such person’s present or future domicile, or otherwise, may be available to it.