Common use of Consent to Jurisdiction, Etc Clause in Contracts

Consent to Jurisdiction, Etc. Each party hereto hereby irrevocably and unconditionally consents to submit to the exclusive jurisdiction of the United States District Court located in the State of Delaware (unless such courts assert no jurisdiction, in which case the parties hereto consent to the exclusive jurisdiction of the courts of the State of Delaware) for any actions, suits or proceedings arising out of or relating to this Agreement and the transactions contemplated hereby (and each party hereto agrees not to commence any action, suit or proceeding relating thereto except in such courts), and further agrees that service of any process, summons, notice or document by U.S. registered mail to the addresses set forth herein shall be effective service of process for any such action, suit or proceeding brought against each party in such court. Each party hereto hereby irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement or the transactions contemplated hereby, in the United States District Courts located in the State of Delaware (unless such courts assert no jurisdiction, in which case each party consents to the exclusive jurisdiction of the courts of the State of Delaware). Each party hereby further irrevocably and unconditionally waives and agrees not to plead or to claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum. Each of the parties hereto also agrees that any final and unappealable judgment against a party hereto in connection with any action, suit or other proceeding shall be conclusive and binding on such party and that such award or judgment may be enforced in any court of competent jurisdiction, either within or outside of the United States. A certified or exemplified copy of such award or judgment shall be conclusive evidence of the fact and amount of such award or judgment.

Consent to Jurisdiction, Etc. Each party hereto (a) Except as to matters in Section 2.7 with respect to disputes relating to the calculation of the Closing Cash Proceeds, each Party hereby irrevocably and unconditionally consents to submit agrees that any Legal Dispute shall be brought only to the exclusive jurisdiction of the United States District Court Federal courts of the State of New York, City of New York, or if jurisdiction and venue in such Federal courts in New York is not available, in the state and Federal courts located in the State of Delaware (unless Delaware, and each Party hereby irrevocably consents to the jurisdiction of such courts assert no jurisdiction(and of the appropriate appellate courts therefrom) in any such suit, in which case the parties hereto consent action or proceeding and irrevocably waives, to the exclusive jurisdiction of the courts of the State of Delaware) for any actionsfullest extent permitted by Law, suits or proceedings arising out of or relating to this Agreement and the transactions contemplated hereby (and each party hereto agrees not to commence any action, suit or proceeding relating thereto except in such courts), and further agrees that service of any process, summons, notice or document by U.S. registered mail to the addresses set forth herein shall be effective service of process for any such action, suit or proceeding brought against each party in such court. Each party hereto hereby irrevocably and unconditionally waives any objection that it may now or hereafter have to the laying of the venue of any actionsuch suit, suit action or proceeding arising out of this Agreement or the transactions contemplated hereby, in the United States District Courts located in the State of Delaware (unless such courts assert no jurisdiction, in which case each party consents to the exclusive jurisdiction of the courts of the State of Delaware). Each party hereby further irrevocably and unconditionally waives and agrees not to plead or to claim in any such court or that any such actionsuit, suit action or proceeding that is brought in any such court has been brought in an inconvenient forum. During the period a Legal Dispute that is filed in accordance with this Section 8.7 is pending before a court, all actions, suits or proceedings with respect to such Legal Dispute or any other Legal Dispute, including any counterclaim, cross-claim or interpleader, shall be subject to the exclusive jurisdiction of such court. Each Party hereby waives, and shall not assert as a defense in any Legal Dispute, that (a) such Party is not subject thereto, (b) such action, suit or proceeding may not be brought or is not maintainable in such court, (c) such Party’s property is exempt or immune from execution, (d) such action, suit or proceeding is brought in an inconvenient forum, or (e) the venue of the parties hereto also agrees that any such action, suit or proceeding is improper. A final and unappealable judgment against a party hereto in connection with any action, suit or other proceeding described in this Section 8.7 following the expiration of any period permitted for appeal and subject to any stay during appeal shall be conclusive and binding on such party and that such award or judgment may be enforced in other jurisdictions by suit on the judgment or in any court of competent jurisdiction, either within or outside of the United States. A certified or exemplified copy of such award or judgment shall be conclusive evidence of the fact and amount of such award or judgmentother manner provided by applicable Laws.

Consent to Jurisdiction, Etc. Each Party hereby agrees, and any Person asserting rights as a third party hereto hereby beneficiary may do so only if he, she or it irrevocably and unconditionally consents to submit to the exclusive jurisdiction of the United States District Court located in the State of Delaware (unless such courts assert no jurisdictionagrees, in which case the parties hereto consent that any Legal Dispute shall be brought only to the exclusive jurisdiction of the courts of the State of Delaware) for any actions, suits or proceedings arising out of or relating to this Agreement and the transactions contemplated hereby (and each party hereto agrees not to commence any action, suit or proceeding relating thereto except in such courts), and further agrees that service of any process, summons, notice or document by U.S. registered mail to the addresses set forth herein shall be effective service of process for any such action, suit or proceeding brought against each party in such court. Each party hereto hereby irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement Delaware or the transactions contemplated hereby, in the United States District Courts federal courts located in the State of Delaware (unless such courts assert no jurisdictionDelaware, in which case and each party Party hereby consents to the exclusive jurisdiction of the such courts (and of the State appropriate appellate courts therefrom) in any such Action and irrevocably waives, to the fullest extent permitted by Law, any objection that it may now or hereafter have to the laying of Delaware). Each party hereby further irrevocably and unconditionally waives and agrees not to plead or to claim the venue of any such Action in any such court or that any such action, suit or proceeding Action that is brought in any such court has been brought in an inconvenient forum. During the period a Legal Dispute that is filed in accordance with this Section 9.7 is pending before a court, all Actions with respect to such Legal Dispute or any other Legal Dispute, including any counterclaim, cross-claim or interpleader, shall be subject to the exclusive jurisdiction of such court. Each Party hereby waives, and any Person asserting rights as a third party beneficiary may do so only if he, she or it hereby waives, and shall not assert as a defense in any Legal Dispute, that (a) such Party is not personally subject to the jurisdiction of the parties hereto also agrees that above named courts for any reason, (b) such Action may not be brought or is not maintainable in such court, (c) such Party’s property is exempt or immune from execution, (d) such Action is brought in an inconvenient forum, or (e) the venue of such Action is improper. A final judgment in any Action described in this Section 9.7 following the expiration of any period permitted for appeal and unappealable judgment against a party hereto in connection with subject to any action, suit or other proceeding stay during appeal shall be conclusive and binding on such party and that such award or judgment may be enforced in other jurisdictions by suit on the judgment or in any court of competent jurisdictionother manner provided by applicable Laws. EACH OF THE PARTIES HEREBY UNCONDITIONALLY WAIVES, either within or outside of the United StatesAND ANY PERSON ASSERTING RIGHTS AS A THIRD PARTY BENEFICIARY MAY DO SO ONLY IF HE, SHE OR IT IRREVOCABLY AND UNCONDITIONALLY WAIVES, ANY RIGHT TO TRIAL BY JURY ON ANY CLAIMS OR COUNTERCLAIMS ASSERTED IN ANY LEGAL DISPUTE RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY AND FOR ANY COUNTERCLAIM RELATING THERETO. IF THE SUBJECT MATTER OF ANY SUCH LEGAL DISPUTE IS ONE IN WHICH THE WAIVER OF JURY TRIAL IS PROHIBITED, NO PARTY NOR ANY PERSON ASSERTING RIGHTS AS A certified or exemplified copy of such award or judgment shall be conclusive evidence of the fact and amount of such award or judgmentTHIRD PARTY BENEFICIARY SHALL ASSERT IN SUCH LEGAL DISPUTE A NONCOMPULSORY COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. FURTHERMORE, NO PARTY NOR ANY PERSON ASSERTING RIGHTS AS A THIRD PARTY BENEFICIARY SHALL SEEK TO CONSOLIDATE ANY SUCH LEGAL DISPUTE WITH A SEPARATE ACTION OR OTHER LEGAL PROCEEDING IN WHICH A JURY TRIAL CANNOT BE WAIVED.

Consent to Jurisdiction, Etc. Each party hereto hereby The Guarantor irrevocably and unconditionally consents to submit (i) submits to the non-exclusive jurisdiction of the United States District Court any New York State or Federal court located in the County of New York, State of Delaware (unless such courts assert no jurisdictionNew York, in which case the parties hereto consent to the exclusive jurisdiction of the courts of the State of Delaware) for over any actionssuit, suits action or proceedings proceeding arising out of or relating to this Agreement Guaranty, (ii) accepts for itself and in respect of its property the transactions contemplated hereby (and each party hereto agrees not to commence any action, suit or proceeding relating thereto except in jurisdiction of such courts), and further agrees that service of any process, summons, notice or document by U.S. registered mail to the addresses set forth herein shall be effective service of process for any such action, suit or proceeding brought against each party in such court. Each party hereto hereby irrevocably and unconditionally (iii) waives any objection to the laying of venue of any actionsuch suit, suit or proceeding arising out of this Agreement or the transactions contemplated hereby, in the United States District Courts located in the State of Delaware (unless such courts assert no jurisdiction, in which case each party consents to the exclusive jurisdiction of the courts of the State of Delaware). Each party hereby further irrevocably and unconditionally waives and agrees not to plead or to claim in any such court that any such action, suit action or proceeding brought in any such court courts and any claim that any such suit, action or proceeding has been brought in an inconvenient forum. Each The Guarantor hereby irrevocably appoints CT Corporation System (the “Process Agent”) with an office on the date hereof at 000 Xxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx 00000, Xxxxxx Xxxxxx, as its agent to receive on behalf of the parties hereto Guarantor and its property service of copies of the summons and complaint and any other notice, document or process which may be served in such suit, action or proceeding. Such service may be made by mailing or delivering a copy of such process to the Guarantor in care of the Process Agent, and the Guarantor hereby irrevocably authorizes and directs the Process Agent to accept such service on its behalf. As an alternative method of service, the Guarantor also agrees that irrevocably consents to the service of any and all process in any such action or proceeding by the mailing of copies of such process to the Company at its address specified in Section 14. A final and unappealable judgment against a party hereto in connection with any actionsuch suit, suit action or other proceeding shall will be conclusive and binding on such party and that such award or judgment may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing herein will affect the right of Citi to serve legal process in any other manner permitted by law or affect Citi’s right to bring any suit, action or proceeding against the Guarantor or its property in the courts of other jurisdictions. To the extent that the Guarantor has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of competent jurisdictionexecution, either within execution or outside otherwise) with respect to itself or its property, the Guarantor irrevocably waives such immunity in respect of the United States. A certified or exemplified copy of such award or judgment shall be conclusive evidence of the fact and amount of such award or judgmentits obligations under this Guaranty.

Consent to Jurisdiction, Etc. Each party hereto hereby ----------------------------- irrevocably and unconditionally consents to submit to the exclusive jurisdiction of the United States District Court located in the State of Delaware (unless such courts assert no jurisdiction, in which case the parties hereto consent to the exclusive jurisdiction of the courts of the State of Delaware) for any actions, suits or proceedings arising out of or relating to this Agreement and the transactions contemplated hereby (and each party hereto agrees not to commence any action, suit or proceeding relating thereto except in such courts), and further agrees that service of any process, summons, notice or document by U.S. registered mail to the addresses set forth herein shall be effective service of process for any such action, suit or proceeding brought against each party in such court. Each party hereto hereby irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement or the transactions contemplated hereby, in the United States District Courts located in the State of Delaware (unless such courts assert no jurisdiction, in which case each party consents to the exclusive jurisdiction of the courts of the State of Delaware). Each party hereby further irrevocably and unconditionally waives and agrees not to plead or to claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum. Each of the parties hereto also agrees that any final and unappealable judgment against a party hereto in connection with any action, suit or other proceeding shall be conclusive and binding on such party and that such award or judgment may be enforced in any court of competent jurisdiction, either within or outside of the United States. A certified or exemplified copy of such award or judgment shall be conclusive evidence of the fact and amount of such award or judgment.

Consent to Jurisdiction, Etc. Each party hereto hereby agrees, and any Person asserting rights as a third party beneficiary may do so only if he, she or it irrevocably and unconditionally consents to submit to the exclusive jurisdiction of the United States District Court located in the State of Delaware (unless such courts assert no jurisdictionagrees, in which case the parties hereto consent that any Legal Dispute shall be brought only to the exclusive jurisdiction of the courts of the State of Delaware) for any actions, suits or proceedings arising out of or relating to this Agreement and the transactions contemplated hereby (and each party hereto agrees not to commence any action, suit or proceeding relating thereto except in such courts), and further agrees that service of any process, summons, notice or document by U.S. registered mail to the addresses set forth herein shall be effective service of process for any such action, suit or proceeding brought against each party in such court. Each party hereto hereby irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement Delaware or the transactions contemplated hereby, in the United States District Courts federal courts located in the State of Delaware (unless such courts assert no jurisdictionDelaware, in which case and each party hereto hereby consents to the exclusive jurisdiction of the such courts (and of the State appropriate appellate courts therefrom) in any such Action and irrevocably waives, to the fullest extent permitted by Law, any objection that it may now or hereafter have to the laying of Delaware). Each party hereby further irrevocably and unconditionally waives and agrees not to plead or to claim the venue of any such Action in any such court or that any such action, suit or proceeding Action that is brought in any such court has been brought in an inconvenient forum. During the period a Legal Dispute that is filed in accordance with this Section 6(k) is pending before a court, all Actions with respect to such Legal Dispute or any other Legal Dispute, including any counterclaim, cross-claim or interpleader, shall be subject to the exclusive jurisdiction of such court. Each party hereto waives, and any Person asserting rights as a third party beneficiary may do so only if he, she or it hereby waives, and shall not assert as a defense in any Legal Dispute, that (a) such party is not personally subject to the jurisdiction of the parties hereto also agrees that above named courts for any reason, (b) such Action may not be brought or is not maintainable in such court, (c) such party’s property is exempt or immune from execution, (d) such Action is brought in an inconvenient forum, or (e) the venue of such Action is improper. A final judgment in any Action described in this Section 6(k) following the expiration of any period permitted for appeal and unappealable judgment against a party hereto in connection with subject to any action, suit or other proceeding stay during appeal shall be conclusive and binding on such party and that such award or judgment may be enforced in other jurisdictions by suit on the judgment or in any court of competent jurisdictionother manner provided by applicable Laws. EACH OF THE PARTIES HERETO HEREBY UNCONDITIONALLY WAIVES, either within or outside of the United StatesAND ANY PERSON ASSERTING RIGHTS AS A THIRD PARTY BENEFICIARY MAY DO SO ONLY IF HE, SHE OR IT IRREVOCABLY AND UNCONDITIONALLY WAIVES, ANY RIGHT TO TRIAL BY JURY ON ANY CLAIMS OR COUNTERCLAIMS ASSERTED IN ANY LEGAL DISPUTE RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY AND FOR ANY COUNTERCLAIM RELATING THERETO. IF THE SUBJECT MATTER OF ANY SUCH LEGAL DISPUTE IS ONE IN WHICH THE WAIVER OF JURY TRIAL IS PROHIBITED, NO PARTY HERETO NOR ANY PERSON ASSERTING RIGHTS AS A certified or exemplified copy of such award or judgment shall be conclusive evidence of the fact and amount of such award or judgmentTHIRD PARTY BENEFICIARY SHALL ASSERT IN SUCH LEGAL DISPUTE A NONCOMPULSORY COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. FURTHERMORE, NO PARTY HERETO NOR ANY PERSON ASSERTING RIGHTS AS A THIRD PARTY BENEFICIARY SHALL SEEK TO CONSOLIDATE ANY SUCH LEGAL DISPUTE WITH A SEPARATE ACTION OR OTHER LEGAL PROCEEDING IN WHICH A JURY TRIAL CANNOT BE WAIVED.

Consent to Jurisdiction, Etc. Each party The Company and the Holder hereto hereby irrevocably agree that any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Amended and unconditionally consents to submit to the exclusive jurisdiction of the United States District Court located in the State of Delaware (unless such courts assert no jurisdiction, in which case the parties hereto consent Restated Promissory Note shall be brought only to the exclusive jurisdiction of the courts of the State of Delaware) for any actionsNew York or the federal courts located in the County of New York in the State of New York, suits or proceedings arising out and each of or relating to this Agreement the Company and the transactions contemplated Holder hereby consents to the jurisdiction of such courts (and each party hereto agrees not to commence of the appropriate appellate courts therefrom) in any actionsuch suit, suit action or proceeding relating thereto except in such courts)and irrevocably waives, and further agrees that service of any process, summons, notice or document by U.S. registered mail to the addresses set forth herein shall be effective service of process for any such actionfullest extent permitted by law, suit or proceeding brought against each party in such court. Each party hereto hereby irrevocably and unconditionally waives any objection which it may now or hereafter have to the laying of the venue of any actionsuch suit, suit action or proceeding arising out of this Agreement or the transactions contemplated hereby, in the United States District Courts located in the State of Delaware (unless such courts assert no jurisdiction, in which case each party consents to the exclusive jurisdiction of the courts of the State of Delaware). Each party hereby further irrevocably and unconditionally waives and agrees not to plead or to claim in any such court or that any such actionsuit, suit action or proceeding which is brought in any such court has been brought in an inconvenient forum. The Company and the Holder agree that, after a legal dispute is before a court as specified in this Section 13, and during the pendency of such dispute before such court, all actions, suits, or proceedings with respect to such dispute or any other dispute, including without limitation, any counterclaim, cross-claim or interpleader, shall be subject to the exclusive jurisdiction of such court. Process in any such suit, action or proceeding may be served on either the Company or the Holder anywhere in the world, whether within or without the jurisdiction of any such court. Each of the parties Company and the Holder hereto also agrees that any a final and unappealable judgment against a party hereto in connection with any action, suit or other proceeding described in this Section 13 after the expiration of any period permitted for appeal and subject to any stay during appeal shall be conclusive and binding on such party and that such award or judgment may be enforced in other jurisdictions by suit on the judgment or in any court of competent jurisdiction, either within or outside of the United States. A certified or exemplified copy of such award or judgment shall be conclusive evidence of the fact and amount of such award or judgmentother manner provided by applicable laws.

Consent to Jurisdiction, Etc. Each Party hereby and any Person asserting rights as a third party hereto hereby beneficiary may do so only if he, she or it irrevocably and unconditionally consents to submit to the exclusive jurisdiction of the United States District Court located in the State of Delaware (unless such courts assert no jurisdiction, in which case the parties hereto consent agrees that any Legal Dispute shall be brought only to the exclusive jurisdiction of the courts of the State of Delaware) for any actions, suits or proceedings arising out of or relating to this Agreement and the transactions contemplated hereby (and each party hereto agrees not to commence any action, suit or proceeding relating thereto except in such courts), and further agrees that service of any process, summons, notice or document by U.S. registered mail to the addresses set forth herein shall be effective service of process for any such action, suit or proceeding brought against each party in such court. Each party hereto hereby irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement Delaware or the transactions contemplated hereby, in the United States District Courts federal courts located in the State of Delaware (unless such courts assert no jurisdictionDelaware, in which case and each party Party hereby consents to the exclusive jurisdiction of the such courts (and of the State appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by Law, any objection that it may now or hereafter have to the laying of Delaware). Each party hereby further irrevocably and unconditionally waives and agrees not to plead the venue of any such suit, action or to claim proceeding in any such court or that any such actionsuit, suit action or proceeding that is brought in any such court has been brought in an inconvenient forum. During the period a Legal Dispute that is filed in accordance with this Section 9.7 is pending before a court, all actions, suits or proceedings with respect to such Legal Dispute or any other Legal Dispute, including any counterclaim, cross-claim or interpleader, shall be subject to the exclusive jurisdiction of such court. Each Party and any Person asserting rights as a third party beneficiary may do so only if he, she or it hereby waives, and shall not assert as a defense in any Legal Dispute, that (a) such Party is not personally subject to the jurisdiction of the parties hereto also agrees that above named courts for any reason, (b) such action, suit or proceeding may not be brought or is not maintainable in such court, (c) such Party’s property is exempt or immune from execution, (d) such action, suit or proceeding is brought in an inconvenient forum, or (e) the venue of such action, suit or proceeding is improper. A final and unappealable judgment against a party hereto in connection with any action, suit or other proceeding described in this Section 9.7 following the expiration of any period permitted for appeal and subject to any stay during appeal shall be conclusive and binding on such party and that such award or judgment may be enforced in other jurisdictions by suit on the judgment or in any court of competent jurisdictionother manner provided by applicable Laws. EACH OF THE PARTIES AND ANY PERSON ASSERTING RIGHTS AS A THIRD PARTY BENEFICIARY MAY DO SO ONLY IF HE, either within or outside of the United StatesSHE OR IT IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT TO TRIAL BY JURY ON ANY CLAIMS OR COUNTERCLAIMS ASSERTED IN ANY LEGAL DISPUTE RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY AND FOR ANY COUNTERCLAIM RELATING THERETO. IF THE SUBJECT MATTER OF ANY SUCH LEGAL DISPUTE IS ONE IN WHICH THE WAIVER OF JURY TRIAL IS PROHIBITED, NO PARTY NOR ANY PERSON ASSERTING RIGHTS AS A certified or exemplified copy of such award or judgment shall be conclusive evidence of the fact and amount of such award or judgmentTHIRD PARTY BENEFICIARY SHALL ASSERT IN SUCH LEGAL DISPUTE A NONCOMPULSORY COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. FURTHERMORE, NO PARTY NOR ANY PERSON ASSERTING RIGHTS AS A THIRD PARTY BENEFICIARY SHALL SEEK TO CONSOLIDATE ANY SUCH LEGAL DISPUTE WITH A SEPARATE ACTION OR OTHER LEGAL PROCEEDING IN WHICH A JURY TRIAL CANNOT BE WAIVED.

Consent to Jurisdiction, Etc. Each party of the parties hereto hereby irrevocably and unconditionally consents to submit submits to the exclusive jurisdiction of the Court of Chancery of the State of Delaware or, if such court lacks subject matter jurisdiction, the United States District Court located sitting in New Castle County in the State of Delaware (unless such courts assert no jurisdictionDelaware, in which case for the purpose of any Action directly or indirectly based upon, relating to arising out of this Limited Guarantee or the negotiation, execution or performance hereof, and each of the parties hereto consent hereby irrevocably agrees that all claims in respect to the exclusive jurisdiction such Action shall be brought in, and may be heard and determined, exclusively in such state or federal courts. Each of the courts of the State of Delaware) for any actions, suits or proceedings arising out of or relating to this Agreement and the transactions contemplated hereby (and each party parties hereto agrees not to commence any action, suit or proceeding relating thereto except in such courts), and further agrees that service of any process, summons, notice or document by U.S. registered mail to the addresses set forth herein shall be effective service of process for any such action, suit or proceeding brought against each party in such court. Each party hereto hereby irrevocably and unconditionally waives any objection to the laying of venue in, and any defense of any action, suit or proceeding arising out of this Agreement or the transactions contemplated hereby, in the United States District Courts located in the State of Delaware (unless such courts assert no jurisdiction, in which case each party consents inconvenient forum to the exclusive jurisdiction of the courts of the State of Delaware). Each party hereby further irrevocably and unconditionally waives and agrees not to plead or to claim in maintenance of, any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forumAction so brought. Each of the parties hereto also agrees that a final judgment in any final and unappealable judgment against a party hereto in connection with any action, suit or other proceeding Action shall be conclusive and binding on such party and that such award or judgment may be enforced in other jurisdictions by suit on the judgment or in any court of competent jurisdiction, either within or outside other manner provided by Law. Each of the United States. A certified parties irrevocably consents to the service of the summons and complaint and any other process in any other Action relating to the transactions contemplated by this Limited Guarantee, on behalf of itself or exemplified copy its property, by personal delivery of copies of such award or judgment process to such party at the addresses set forth in Section 12. Nothing in this Section 14 shall affect the right of any party to serve legal process in any other manner permitted by Law. Each of the parties hereto hereby irrevocably and unconditionally agrees (i) to the extent such party is not otherwise subject to service of process in the State of Delaware, to appoint and maintain an agent in the State of Delaware as such party’s agent for acceptance of legal process, and (ii) that, to the fullest extent permitted by applicable Law, service of process may also be conclusive made on such party by prepaid certified mail with a proof of mailing receipt validated by the U.S. Postal Service constituting evidence of valid service, and that service made pursuant to (i) or (ii) above shall, to the fact fullest extent permitted by applicable Law, have the same legal force and amount effect as if served upon such party personally within the State of such award or judgmentDelaware. The Guarantor hereby appoints Corporation Trust Company, 0000 Xxxxxx Xxxxxx, xx xxx Xxxx xx Xxxxxxxxxx, Xxxxxx of New Castle, 19801, as its agent.

Consent to Jurisdiction, Etc. Each party hereto Subject to the provisions of Section 2.6(d) hereof, each Party hereby irrevocably and unconditionally consents to submit to the exclusive jurisdiction of the United States District Court located in the State of Delaware (unless such courts assert no jurisdiction, in which case the parties hereto consent agrees that any Legal Dispute shall be subject only to the exclusive jurisdiction of the courts of the State of Delaware) for any actions, suits Delaware or proceedings arising out of or relating to this Agreement and the transactions contemplated hereby (and each party hereto agrees not to commence any action, suit or proceeding relating thereto except in such courts), and further agrees that service of any process, summons, notice or document by U.S. registered mail to the addresses set forth herein shall be effective service of process for any such action, suit or proceeding brought against each party in such court. Each party hereto hereby irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement or the transactions contemplated hereby, in the United States District Courts federal courts located in the State of Delaware (unless such courts assert no jurisdictionDelaware, in which case and each party Party hereby consents to the exclusive jurisdiction of the such courts (and of the State appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by Law, any objection that it may now or hereafter have to the laying of Delaware). Each party hereby further irrevocably and unconditionally waives and agrees not to plead the venue of any such suit, action or to claim proceeding in any such court or that any such actionsuit, suit action or proceeding that is brought in any such court has been brought in an inconvenient forum. During the period a Legal Dispute that is filed in accordance with this Section 11.7 is pending before a court, all actions, suits or proceedings with respect to such Legal Dispute or any other Legal Dispute, including any counterclaim, cross-claim or interpleader, shall be subject to the exclusive jurisdiction of such court. Each Party hereby waives, and shall not assert, as a defense in any Legal Dispute, that (a) such Party is not subject to such jurisdiction, (b) such action, suit or proceeding may not be brought or is not maintainable in such court, (c) such Party’s property is exempt or immune from execution, (d) such action, suit or proceeding is brought in an inconvenient forum, or (e) the venue of the parties hereto also agrees that any such action, suit or proceeding is improper. A final and unappealable judgment against a party hereto in connection with any action, suit or other proceeding described in this Section 11.7 following the expiration of any period permitted for appeal and subject to any stay during appeal shall be conclusive and binding on such party and that such award or judgment may be enforced in other jurisdictions by suit on the judgment or in any court of competent jurisdiction, either within or outside of the United States. A certified or exemplified copy of such award or judgment shall be conclusive evidence of the fact and amount of such award or judgmentother manner provided by applicable Laws.

Consent to Jurisdiction, Etc. Each party of the parties hereto hereby irrevocably and unconditionally consents to submit submits to the exclusive jurisdiction of the Court of Chancery of the State of Delaware or, if such court lacks subject matter jurisdiction, the United States District Court located sitting in New Castle County in the State of Delaware (unless such courts assert no jurisdictionDelaware, in which case for the purpose of any Action directly or indirectly based upon, relating to arising out of this Limited Guarantee or the negotiation, execution or performance hereof, and each of the parties hereto consent hereby irrevocably agrees that all claims in respect to the exclusive jurisdiction such action or proceeding shall be brought in, and may be heard and determined, exclusively in such state or federal courts. Each of the courts of the State of Delaware) for any actions, suits or proceedings arising out of or relating to this Agreement and the transactions contemplated hereby (and each party parties hereto agrees not to commence any action, suit or proceeding relating thereto except in such courts), and further agrees that service of any process, summons, notice or document by U.S. registered mail to the addresses set forth herein shall be effective service of process for any such action, suit or proceeding brought against each party in such court. Each party hereto hereby irrevocably and unconditionally waives any objection to the laying of venue in, and any defense of inconvenient forum to the maintenance of, any action, suit action or proceeding arising out of this Agreement or the transactions contemplated hereby, in the United States District Courts located in the State of Delaware (unless such courts assert no jurisdiction, in which case each party consents to the exclusive jurisdiction of the courts of the State of Delaware). Each party hereby further irrevocably and unconditionally waives and agrees not to plead or to claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forumso brought. Each of the parties hereto also agrees that a final judgment in any final and unappealable judgment against a party hereto in connection with any action, suit action or other proceeding shall be conclusive and binding on such party and that such award or judgment may be enforced in other jurisdictions by suit on the judgment or in any court of competent jurisdiction, either within or outside other manner provided by Law. Each of the United States. A certified parties irrevocably consents to the service of the summons and complaint and any other process in any other action or exemplified copy proceeding relating to the transactions contemplated by this Limited Guarantee, on behalf of itself or its property, by personal delivery of copies of such award or judgment process to such party at the addresses set forth in Section 12. Nothing in this Section 14 shall affect the right of any party to serve legal process in any other manner permitted by Law. Each of the parties hereto hereby irrevocably and unconditionally agrees (i) to the extent such party is not otherwise subject to service of process in the State of Delaware, to appoint and maintain an agent in the State of Delaware as such party’s agent for acceptance of legal process, and (ii) that, to the fullest extent permitted by applicable law, service of process may also be conclusive made on such party by prepaid certified mail with a proof of mailing receipt validated by the U.S. Postal Service constituting evidence of valid service, and that service made pursuant to (i) or (ii) above shall, to the fact fullest extent permitted by applicable law, have the same legal force and amount effect as if served upon such party personally within the State of such award or judgmentDelaware. The Guarantor hereby appoints Corporation Trust Company, 0000 Xxxxxx Xxxxxx, xx xxx Xxxx xx Xxxxxxxxxx, Xxxxxx of New Castle, 19801, as its agent.

Consent to Jurisdiction, Etc. Each party of the parties hereto hereby irrevocably and unconditionally consents to submit submits, for itself and its property, to the exclusive jurisdiction of the Delaware Court of Chancery (and if jurisdiction in the Delaware Court of Chancery is unavailable, the Federal courts of the United States District Court located of America sitting in the State of Delaware (unless such courts assert no jurisdictionDelaware), and any appellate court from any thereof, in which case the parties hereto consent to the exclusive jurisdiction of the courts of the State of Delaware) for any actionsaction or proceeding, suits whether in contract or proceedings in tort or otherwise, arising out of or relating to this Agreement and Limited Guarantee or the transactions contemplated hereby (or in respect of any oral representations made or alleged to be made in connection herewith, or for recognition or enforcement of any judgment relating thereto, and each party hereto of the parties hereby irrevocably and unconditionally (i) agrees not to commence any action, suit such action or proceeding relating thereto except in the Delaware Court of Chancery (and if jurisdiction in the Delaware Court of Chancery is unavailable, the Federal court of the United States of America sitting in the State of Delaware), (ii) agrees that any claim in respect of any such courtsaction or proceeding may be heard and determined in the Delaware Court of Chancery (and if jurisdiction in the Delaware Court of Chancery is unavailable, the Federal courts of the United States of America sitting in the State of Delaware), and further agrees that service of any processappellate court from any thereof, summons(iii) waives, notice or document by U.S. registered mail to the addresses set forth herein shall be effective service of process for any such actionfullest extent it may legally and effectively do so, suit or proceeding brought against each party in such court. Each party hereto hereby irrevocably and unconditionally waives any objection which it may now or hereafter have to the laying of venue of any action, suit such action or proceeding arising out in the Delaware Court of this Agreement or Chancery (and if jurisdiction in the transactions contemplated herebyDelaware Court of Chancery is unavailable, in the Federal courts of the United States District Courts located of America sitting in the State of Delaware Delaware), and (unless such courts assert no jurisdictioniv) waives, in which case each party consents to the exclusive fullest extent it may legally and effectively do so, the defense of an inconvenient forum to the maintenance of such action or proceeding in the Delaware Court of Chancery (and if jurisdiction in the Delaware Court of Chancery is unavailable, the Federal courts of the courts United States of America sitting in the State of Delaware). Each party hereby further irrevocably and unconditionally waives and agrees not to plead or to claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum. Each of the parties hereto also agrees that a final judgment in any final and unappealable judgment against a party hereto in connection with any action, suit such action or other proceeding shall will be conclusive and binding on such party and that such award or judgment may be enforced in other jurisdictions by suit on the judgment or in any court of competent jurisdiction, either within or outside of the United States. A certified or exemplified copy of such award or judgment shall be conclusive evidence of the fact and amount of such award or judgmentother manner provided by Law.

Consent to Jurisdiction, Etc. Each party hereto hereby irrevocably and unconditionally consents to submit to the exclusive jurisdiction of the United States District Court located in the State of Delaware (unless such courts assert no jurisdiction, in which case the parties hereto consent agrees that any Legal Dispute shall be brought only to the exclusive jurisdiction of the courts of the State of Delaware) for any actions, suits or proceedings arising out of or relating to this Agreement and the transactions contemplated hereby (and each party hereto agrees not to commence any action, suit or proceeding relating thereto except in such courts), and further agrees that service of any process, summons, notice or document by U.S. registered mail to the addresses set forth herein shall be effective service of process for any such action, suit or proceeding brought against each party in such court. Each party hereto hereby irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement Delaware or the transactions contemplated hereby, in the United States District Courts federal courts located in the State of Delaware (unless such courts assert no jurisdictionDelaware, in which case and each party hereby consents to the exclusive jurisdiction of the such courts (and of the State appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of Delaware). Each party hereby further irrevocably and unconditionally waives and agrees not to plead the venue of any such suit, action or to claim proceeding in any such court or that any such actionsuit, suit action or proceeding that is brought in any such court has been brought in an inconvenient forum. During the period a Legal Dispute that is filed in accordance with this Section 12.5 is pending before a court, all actions, suits or proceedings with respect to such Legal Dispute or any other Legal Dispute, including any counterclaim, cross-claim or interpleader, shall be subject to the exclusive jurisdiction of such court. Each party hereby waives, and shall not assert as a defense in any Legal Dispute, that (a) such party is not subject thereto, (b) such action, suit or proceeding may not be brought or is not maintainable in such court, (c) such party's property is exempt or immune from execution, (d) such action, suit or proceeding is brought in an inconvenient forum or (e) the venue of the parties hereto also agrees that any such action, suit or proceeding is improper. A final and unappealable judgment against a party hereto in connection with any action, suit or other proceeding described in this Section 12.5 following the expiration of any period permitted for appeal and subject to any stay during appeal shall be conclusive and binding on such party and that such award or judgment may be enforced in other jurisdictions by suit on the judgment or in any court of competent jurisdiction, either within or outside of the United States. A certified or exemplified copy of such award or judgment shall be conclusive evidence of the fact and amount of such award or judgmentother manner provided by applicable Laws.

Consent to Jurisdiction, Etc. Each party hereto Party hereby irrevocably and unconditionally consents to submit to the exclusive jurisdiction of the United States District Court located in the State of Delaware (unless such courts assert no jurisdiction, in which case the parties hereto consent agrees that any Legal Dispute shall be brought only to the exclusive jurisdiction of the courts of the State of Delaware) for any actions, suits or proceedings arising out of or relating to this Agreement and the transactions contemplated hereby (and each party hereto agrees not to commence any action, suit or proceeding relating thereto except in such courts), and further agrees that service of any process, summons, notice or document by U.S. registered mail to the addresses set forth herein shall be effective service of process for any such action, suit or proceeding brought against each party in such court. Each party hereto hereby irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement Delaware or the transactions contemplated hereby, in the United States District Courts federal courts located in the State of Delaware (unless such courts assert no jurisdictionDelaware, in which case and each party Party hereby consents to the exclusive jurisdiction of the such courts (and of the State appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by Law, any objection that it may now or hereafter have to the laying of Delaware). Each party hereby further irrevocably and unconditionally waives and agrees not to plead the venue of any such suit, action or to claim proceeding in any such court or that any such actionsuit, suit action or proceeding that is brought in any such court has been brought in an inconvenient forum. During the period a Legal Dispute that is filed in accordance with this Section 10.7 is pending before a court, all actions, suits or proceedings with respect to such Legal Dispute or any other Legal Dispute, including any counterclaim, cross-claim or interpleader, shall be subject to the exclusive jurisdiction of such court. Each Party hereby waives, and shall not assert as a defense in any Legal Dispute, that (a) such Party is not subject to the personal jurisdiction thereof, (b) such action, suit or proceeding may not be brought or is not maintainable in such court, (c) such Party’s property is exempt or immune from execution, (d) such action, suit or proceeding is brought in an inconvenient forum, or (e) the venue of the parties hereto also agrees that any such action, suit or proceeding is improper. A final and unappealable judgment against a party hereto in connection with any action, suit or other proceeding described in this Section 10.7 following the expiration of any period permitted for appeal and subject to any stay during appeal shall be conclusive and binding on such party and that such award or judgment may be enforced in other jurisdictions by suit on the judgment or in any court of competent jurisdictionother manner provided by applicable Laws. EACH OF THE PARTIES IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT TO TRIAL BY JURY ON ANY CLAIMS OR COUNTERCLAIMS ASSERTED IN ANY LEGAL DISPUTE RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY AND FOR ANY COUNTERCLAIM RELATING THERETO. IF THE SUBJECT MATTER OF ANY SUCH LEGAL DISPUTE IS ONE IN WHICH THE WAIVER OF JURY TRIAL IS PROHIBITED, either within or outside of the United StatesNO PARTY SHALL ASSERT IN SUCH LEGAL DISPUTE A COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, UNLESS FAILURE TO BRING SUCH COUNTERCLAIM WOULD RESULT IN A WAIVER OR ESTOPPEL THEREOF, OR OTHERWISE PREJUDICE SUCH PARTY’S RIGHTS IN ANY MATERIAL RESPECT. FURTHERMORE, NO PARTY SHALL SEEK TO CONSOLIDATE ANY SUCH LEGAL DISPUTE WITH A certified or exemplified copy of such award or judgment shall be conclusive evidence of the fact and amount of such award or judgmentSEPARATE ACTION OR OTHER LEGAL PROCEEDING IN WHICH A JURY TRIAL CANNOT BE WAIVED.

Consent to Jurisdiction, Etc. Each party hereto hereby irrevocably and unconditionally consents to submit to the exclusive jurisdiction of the United States District Court located in the State of Delaware (unless such courts assert no jurisdiction, in which case the parties hereto consent to the exclusive jurisdiction of the courts of the State of Delaware) for any agrees that all actions, suits or proceedings arising out of or relating to based upon this Agreement or the subject matter hereof shall be brought and maintained exclusively in the transactions contemplated federal and state courts of the State of Maryland, specifically in Xxxxxxxxxx County, MD. Each of the parties hereto by execution hereof (i) hereby (and each party hereto agrees not to commence any action, suit or proceeding relating thereto except in such courts), and further agrees that service of any process, summons, notice or document by U.S. registered mail irrevocably submits to the addresses set forth herein shall be effective service jurisdiction of process the federal and state courts in Xxxxxxxxxx County, in the State of Maryland for any such action, suit or proceeding brought against each party in such court. Each party hereto hereby irrevocably and unconditionally waives any objection to the laying of venue purpose of any action, suit or proceeding arising out of or based upon this Agreement or the transactions contemplated herebysubject matter hereof and (ii) hereby waives, in the United States District Courts located in the State of Delaware (unless such courts assert no jurisdiction, in which case each party consents to the exclusive jurisdiction of the courts of the State of Delaware). Each party hereby further irrevocably and unconditionally waives extent not prohibited by applicable law, and agrees not to plead assert, by way of motion, as a defense or to claim otherwise, in any such court action, suit or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that it is immune from extraterritorial injunctive relief or other injunctive relief, that its property is exempt or immune from attachment or execution, that any such action, suit or proceeding may not be brought or maintained in one of the above-named courts, that any such action, suit or proceeding brought or maintained in one of the above-named courts should be dismissed on grounds of forum non conveniens., should be transferred to any court other than one of the above-named courts, should be stayed by virtue of the pendency of any other action, suit or proceeding in any such court has been brought other than one of the above-named courts, or that this Agreement or the subject matter hereof may not be enforced in an inconvenient forumor by any of the above-named courts. Each of the parties hereto also hereby consents to service of process in any such suit, action or proceeding in any manner permitted by the laws of the State of Maryland, agrees that service of process by registered or certified mail, return receipt requested, at the address specified in or pursuant to Section 10 is reasonably calculated to give actual notice and waives and agrees not to assert by way of motion, as a defense or otherwise, in any final and unappealable judgment against a party hereto in connection with any such action, suit or other proceeding proceedings any claim that service of process made in accordance with Section 10 does not constitute good and sufficient service of process. The provisions of this Section 8.2 shall be conclusive and binding on such not restrict the ability of any party and that such award or judgment may be enforced to enforce in any court of competent jurisdiction, either within any judgment obtained in a federal or outside state court of the United States. A certified or exemplified copy State of such award or judgment shall be conclusive evidence of the fact and amount of such award or judgmentMaryland.

Consent to Jurisdiction, Etc. Each party hereto Party hereby irrevocably consents and unconditionally consents agrees (a) that any Legal Dispute will be brought solely and exclusively in the Court of Chancery of the State of Delaware and each Party submits for itself and its property with respect to submit any such Legal Dispute to the exclusive jurisdiction of the United States District Court located in the State of Delaware such court, (unless such courts assert no jurisdiction, in which case the parties hereto consent to the exclusive jurisdiction of the courts of the State of Delawareb) for any actions, suits or proceedings arising out of or relating to this Agreement and the transactions contemplated hereby (and each party hereto agrees not to commence bring or permit any actionof its Affiliates or Representatives to bring or support anyone else in bringing any such Legal Dispute in any other court, suit or proceeding relating thereto except in such courts), and further agrees (c) that service of any process, summons, notice or document by U.S. registered mail addressed to the addresses set forth herein shall it at its address provided in Section 11.1 will be effective service of process against it for any such action, suit or proceeding Legal Dispute brought against each party in any such court. Each party hereto , (d) to waive and hereby irrevocably and unconditionally waives waives, to the fullest extent permitted by Law, any objection which it may now or hereafter have to the laying of venue of, and the defense of an inconvenient forum to the maintenance of, any such Legal Dispute in any such court, (e) that a final judgment in any such Legal Dispute will be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law and (f) to waive irrevocably and hereby waives any right to a trial by jury in any such Legal Dispute to the same extent such rights are waived pursuant to Section 11.7. Notwithstanding anything to the contrary in this Agreement, each Party agrees that it will not bring or support any proceeding of any actionkind or description, suit whether in law or proceeding in equity, whether in contract or in tort or otherwise, against any of the Commitment Parties in any way relating to this Agreement or any of the Transactions, including any dispute arising out of this Agreement or relating in any way to the Financing, the Commitment Letters or the transactions contemplated herebyperformance thereof, in any forum other than the United States District Courts located in Court for the State Southern District of Delaware (unless New York, or, if such courts assert no court does not have jurisdiction, in which case each party consents to the exclusive jurisdiction of the courts Supreme Court of the State of Delaware). Each party hereby further irrevocably New York located in New York County (and unconditionally waives and agrees not to plead or to claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum. Each of the parties hereto also agrees that any final and unappealable judgment against a party hereto in connection with any action, suit or other proceeding shall be conclusive and binding on such party and that such award or judgment may be enforced in any court of competent jurisdiction, either within or outside of the United States. A certified or exemplified copy of such award or judgment shall be conclusive evidence of the fact and amount of such award or judgmentappropriate appellate courts therefrom).

Consent to Jurisdiction, Etc. Each party hereto of the Parties hereby irrevocably consents and unconditionally consents to submit to the exclusive jurisdiction of the United States District Court located agrees that, except as provided in the State next sentence, any action, suit or proceeding arising in connection with any disagreement, dispute, controversy or claim arising out of Delaware or relating to this Agreement or any related document (unless such courts assert no jurisdictionfor purposes of this Section, in which case the parties hereto consent a "Legal Dispute") shall be brought only to the exclusive jurisdiction of the courts of the State of Delaware) California or the federal courts located in the State of California, County of San Diego. Notwithstanding the preceding sentence, the Parties hereby irrevocably consent and agree that any Legal Dispute with respect to any claim for indemnification pursuant to the Indemnification Agreement shall be brought only in such federal or state court to which any third party claims giving rise to such indemnification has been brought; provided, however, that no party shall be prevented from raising an objection to subject matter jurisdiction in such forum. The Parties agree that, after a Legal Dispute is before a court as specified in this Section 9.6 and during the pendency of such Legal Dispute before such court, all actions, suits or proceedings arising out with respect to such Legal Dispute or any other Legal Dispute, including, any counterclaim, cross-claim or interpleader, shall be subject to the exclusive jurisdiction of or relating to this Agreement such court. Each of the Parties hereby waives, and the transactions contemplated hereby (and each party hereto agrees not to commence assert, as a defense in any Legal Dispute, that it is not subject thereto or that such action, suit or proceeding may not be brought or is not maintainable in such court (other than as set forth above with respect to subject-matter jurisdiction)or that its property is exempt or immune from execution, that the action, suit or proceeding is brought in an inconvenient forum or that the venue of the action, suit or proceeding is improper (other than as set forth above with respect to subject-matter jurisdiction). Each Party hereto agrees that a final judgment in any action, suit or proceeding relating thereto except described in such courts), and further agrees that service this Section 9.6 after the expiration of any process, summons, notice period permitted for appeal and subject to any stay during appeal shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or document in any other manner provided by U.S. registered mail applicable Laws. The provisions of this Section 9.6 are without prejudice to the addresses set forth herein shall be effective service rights of process for any such action, suit or proceeding brought against each party in such court. Each party hereto hereby irrevocably and unconditionally waives any objection the parties to apply to the laying English Court for interim relief (to include, but not limited to, injunctions) and to obtain the same in aid of venue of any action, suit actual or proceeding arising out of this Agreement or the transactions contemplated hereby, in the United States District Courts located in the State of Delaware (unless such courts assert no jurisdiction, in which case each party consents to the exclusive jurisdiction of proceedings before the courts of the State of Delaware). Each party hereby further irrevocably and unconditionally waives and agrees not to plead California or to claim the federal courts located in any such court that any such actionthe State of California, suit or proceeding brought in any such court has been brought in an inconvenient forum. Each of the parties hereto also agrees that any final and unappealable judgment against a party hereto San Diego County in connection with any actionthe matters arising from or contemplated in this Agreement, suit or other proceeding shall be conclusive and binding on such party and that such award or judgment may be enforced in any court for the purpose of competent jurisdictionan application pursuant to this sentence, either within or outside the parties hereby submit to the non-exclusive jurisdiction of the United StatesEnglish Court and waive all rights to challenge such application on grounds of jurisdiction and/or forum non conveniens. A certified or exemplified copy For the purpose of such award or judgment shall be conclusive evidence of any proceedings pursuant to the fact preceding sentence, the Shareholder, the Trust and amount of such award or judgment.the Beckmans hereby appoint Xxxxxx Xxxxxxx

Consent to Jurisdiction, Etc. Each party Except as otherwise expressly provided in this Agreement, the Parties hereto agree that any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby irrevocably and unconditionally consents to submit to the exclusive jurisdiction of the United States District Court located in the State of Delaware (unless such courts assert no jurisdiction, in which case the parties hereto consent shall be brought only to the exclusive jurisdiction of the courts of the State of DelawareNew York (venued in Suffolk County) for any actions, suits or proceedings arising out of or relating to this Agreement and the transactions contemplated hereby (and each party hereto agrees not to commence any action, suit or proceeding relating thereto except in such courts), and further agrees that service of any process, summons, notice or document by U.S. registered mail to the addresses set forth herein shall be effective service of process for any such action, suit or proceeding brought against each party in such court. Each party hereto hereby irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement or the transactions contemplated hereby, in the United States District Courts federal courts located in the State of Delaware New York (unless such courts assert no jurisdictionvenued in the Eastern District), in which case and each party of the Parties hereby consents to the exclusive jurisdiction of the such courts (and of the State appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of Delaware). Each party hereby further irrevocably and unconditionally waives and agrees not to plead the venue of any such suit, action or to claim proceeding in any such court or that any such actionsuit, suit action or proceeding that is brought in any such court has been brought in an inconvenient forum. The Parties agree that, after a legal dispute is before a court as specified in this Section 9.6, and during the pendency of such dispute before such court, all actions, suits or proceedings with respect to such dispute or any other dispute, including without limitation, any counterclaim, cross-claim or interpleader, shall be subject to the exclusive jurisdiction of such court. Process in any such suit, action or proceeding may be served on any Party anywhere in the world, whether within or without the jurisdiction of any such court. Each of the parties Party hereto also agrees that any a final and unappealable judgment against a party hereto in connection with any action, suit or other proceeding described in this Section 9.6 after the expiration of any period permitted for appeal and subject to any stay during appeal shall be conclusive and binding on such party and that such award or judgment may be enforced in other jurisdictions by suit on the judgment or in any court of competent jurisdiction, either within or outside of the United States. A certified or exemplified copy of such award or judgment shall be conclusive evidence of the fact and amount of such award or judgmentother manner provided by applicable laws.

Consent to Jurisdiction, Etc. Each party of the parties hereto hereby irrevocably and unconditionally consents to submit submits, for itself and its property, to the exclusive jurisdiction of the Delaware Court of Chancery (and if jurisdiction in the Delaware Court of Chancery is unavailable, the Federal courts of the United States District Court located of America sitting in the State of Delaware (unless such courts assert no jurisdictionDelaware), and any appellate court from any thereof, in which case the parties hereto consent to the exclusive jurisdiction of the courts of the State of Delaware) for any actionsaction or proceeding, suits whether in contract or proceedings in tort or otherwise, arising out of or relating to this Agreement and Limited Guarantee or the transactions contemplated hereby (or in respect of any oral representations made or alleged to be made in connection herewith, or for recognition or enforcement of any judgment relating thereto, and each party hereto of the parties hereby irrevocably and unconditionally (i) agrees not to commence any action, suit such action or proceeding relating thereto except in the Delaware Court of Chancery (and if jurisdiction in the Delaware Court of Chancery is unavailable, the Federal court of the United States of America sitting in the State of Delaware), (ii) agrees that any claim in respect of any such courtsaction or proceeding may be heard and determined in the Delaware Court of Chancery (and if jurisdiction in the Delaware Court of Chancery is unavailable, the Federal courts of the United States of America sitting in the State of Delaware), and further agrees that service of any processappellate court from any thereof, summons(iii) waives, notice or document by U.S. registered mail to the addresses set forth herein shall be effective service of process for any such actionfullest extent it may legally and effectively do so, suit or proceeding brought against each party in such court. Each party hereto hereby irrevocably and unconditionally waives any objection which it may now or hereafter have to the laying of venue of any action, suit such action or proceeding arising out in the Delaware Court of this Agreement or Chancery (and if jurisdiction in the transactions contemplated herebyDelaware Court of Chancery is unavailable, in the Federal courts of the United States District Courts located of America sitting in the State of Delaware Delaware), and (unless such courts assert no jurisdictioniv) waives, in which case each party consents to the exclusive fullest extent it may legally and effectively do so, the defense of an inconvenient forum to the maintenance of such action or proceeding in the Delaware Court of Chancery (and if jurisdiction in the Delaware Court of Chancery is unavailable, the Federal courts of the courts United States of America sitting in the State of Delaware). Each party hereby further irrevocably and unconditionally waives and agrees not to plead or to claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum. Each of the parties hereto also agrees that a final judgment in any final and unappealable judgment against a party hereto in connection with any action, suit such action or other proceeding shall will be conclusive and binding on such party and that such award or judgment may be enforced in other jurisdictions by suit on the judgment or in any court of competent jurisdiction, either within or outside of the United States. A certified or exemplified copy of such award or judgment shall be conclusive evidence of the fact and amount of such award or judgmentother manner provided by Xxx.

Consent to Jurisdiction, Etc. Each party hereto hereby and any Person asserting rights as a third party beneficiary may do so only if he, she or it irrevocably and unconditionally consents to submit agrees that any Legal Proceeding shall be brought only to the exclusive jurisdiction of the United States District Court located in of Chancery of the State of Delaware (unless or, if such courts assert no court declines to exercise jurisdiction, in which case the parties hereto consent to U.S. District Court for the exclusive jurisdiction of the courts of the State District of Delaware) for any actions, suits or proceedings arising out of or relating to this Agreement and the transactions contemplated hereby (and each party hereto agrees not hereby consents to commence the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any actionsuch suit, suit action or proceeding relating thereto except in such courts)and irrevocably waives, and further agrees that service of any process, summons, notice or document by U.S. registered mail to the addresses set forth herein shall be effective service of process for any such actionfullest extent permitted by Law, suit or proceeding brought against each party in such court. Each party hereto hereby irrevocably and unconditionally waives any objection that it may now or hereafter have to the laying of the venue of any actionsuch suit, suit action or proceeding arising out of this Agreement or the transactions contemplated hereby, in the United States District Courts located in the State of Delaware (unless such courts assert no jurisdiction, in which case each party consents to the exclusive jurisdiction of the courts of the State of Delaware). Each party hereby further irrevocably and unconditionally waives and agrees not to plead or to claim in any such court or that any such actionsuit, suit action or proceeding that is brought in any such court has been brought in an inconvenient forum. During the period a Legal Proceeding that is filed in accordance with this Section 7(j) is pending before a court, all actions, suits or proceedings with respect to such Legal Proceeding or any other Legal Proceeding, including any counterclaim, cross-claim or interpleader, shall be subject to the exclusive jurisdiction of such court. Each party hereto and any Person asserting rights as a third party beneficiary may do so only if he, she or it hereby waives, and shall not assert as a defense in any Legal Proceeding, that (a) such party is not personally subject to the jurisdiction of the parties hereto also agrees that above named courts for any reason, (b) such action, suit or proceeding may not be brought or is not maintainable in such court, (c) such party’s property is exempt or immune from execution, (d) such action, suit or proceeding is brought in an inconvenient forum, or (e) the venue of such action, suit or proceeding is improper. A final and unappealable judgment against a party hereto in connection with any action, suit or other proceeding described in this Section 7(j) following the expiration of any period permitted for appeal and subject to any stay during appeal shall be conclusive and binding on such party and that such award or judgment may be enforced in other jurisdictions by suit on the judgment or in any court of competent jurisdictionother manner provided by applicable Laws. EACH OF THE PARTIES HERETO AND ANY PERSON ASSERTING RIGHTS AS A THIRD PARTY BENEFICIARY MAY DO SO ONLY IF HE, either within or outside of the United StatesSHE OR IT IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT TO TRIAL BY JURY ON ANY CLAIMS OR COUNTERCLAIMS ASSERTED IN ANY LEGAL DISPUTE RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY AND FOR ANY COUNTERCLAIM RELATING THERETO. IF THE SUBJECT MATTER OF ANY SUCH LEGAL DISPUTE IS ONE IN WHICH THE WAIVER OF JURY TRIAL IS PROHIBITED, NO PARTY HERETO NOR ANY PERSON ASSERTING RIGHTS AS A certified or exemplified copy of such award or judgment shall be conclusive evidence of the fact and amount of such award or judgmentTHIRD PARTY BENEFICIARY SHALL ASSERT IN SUCH LEGAL DISPUTE A NONCOMPULSORY COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. FURTHERMORE, NO PARTY HERETO NOR ANY PERSON ASSERTING RIGHTS AS A THIRD PARTY BENEFICIARY SHALL SEEK TO CONSOLIDATE ANY SUCH LEGAL DISPUTE WITH A SEPARATE ACTION OR OTHER LEGAL PROCEEDING IN WHICH A JURY TRIAL CANNOT BE WAIVED.

Consent to Jurisdiction, Etc. (a) Each party hereto of the parties hereby irrevocably and unconditionally consents to submit submits, for itself and its property, to the exclusive jurisdiction of the United States District Court located in the State of Delaware (unless such courts assert no jurisdiction, in which case the parties hereto consent to the exclusive jurisdiction of the courts any court of the State of Delaware) for New York or any actionsFederal court of the United States of America sitting in the Southern District of New York and any appellate court from any thereof, suits in any action or proceedings proceeding arising out of or relating to this Agreement and or the transactions Transaction or any other transaction contemplated hereby (by this Agreement or for recognition or enforcement of any judgment relating to the Transaction any other transaction contemplated by this Agreement, and each party hereto agrees not to commence any action, suit or proceeding relating thereto except in such courts), and further agrees that service of any process, summons, notice or document by U.S. registered mail to the addresses set forth herein shall be effective service of process for any such action, suit or proceeding brought against each party in such court. Each party hereto parties hereby irrevocably and unconditionally waives agrees that all claims in respect of any such action or proceeding may be heard and determined in such court of the State of New York or, to the extent permitted by Law, in such Federal court. Each of the parties agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. (b) Each of the parties hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any actionsuit, suit action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby, Transaction in any New York State or Federal court sitting in the United States Southern District Courts located in the State of Delaware (unless such courts assert no jurisdiction, in which case each party consents to the exclusive jurisdiction of the courts of the State of Delaware). Each party hereby further irrevocably and unconditionally waives and agrees not to plead or to claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forumNew York. Each of the parties hereto also agrees that any final and unappealable judgment against a party hereto in connection with any actionhereby irrevocably waives, suit to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such action or other proceeding shall be conclusive and binding on such party and that such award or judgment may be enforced in any court of competent jurisdiction, either within or outside such court. (c) Each of the United Statesparties hereby irrevocably and unconditionally consents to service of process in the manner provided for notices in Section 9.4. A certified or exemplified copy Nothing in this Agreement will affect the right of such award or judgment shall be conclusive evidence of the fact and amount of such award or judgment.any party to this Agreement to serve process in any other manner permitted by Law. 9.14

Consent to Jurisdiction, Etc. Each party hereto hereby irrevocably and unconditionally consents to submit to the exclusive jurisdiction of the United States District Court located in the State of Delaware (unless such courts assert no jurisdiction, in which case the parties hereto consent to the exclusive jurisdiction of the courts of the State of Delaware) for any agrees that all actions, suits or proceedings arising out of or relating to based upon this Agreement or the subject matter hereof shall be brought and maintained exclusively in the transactions contemplated federal and state courts of the State of Maryland, specifically in Mxxxxxxxxx County, MD. Each of the parties hereto by execution hereof (i) hereby (and each party hereto agrees not to commence any action, suit or proceeding relating thereto except in such courts), and further agrees that service of any process, summons, notice or document by U.S. registered mail irrevocably submits to the addresses set forth herein shall be effective service jurisdiction of process the federal and state courts in Mxxxxxxxxx County, in the State of Maryland for any such action, suit or proceeding brought against each party in such court. Each party hereto hereby irrevocably and unconditionally waives any objection to the laying of venue purpose of any action, suit or proceeding arising out of or based upon this Agreement or the transactions contemplated herebysubject matter hereof and (ii) hereby waives, in the United States District Courts located in the State of Delaware (unless such courts assert no jurisdiction, in which case each party consents to the exclusive jurisdiction of the courts of the State of Delaware). Each party hereby further irrevocably and unconditionally waives extent not prohibited by applicable law, and agrees not to plead assert, by way of motion, as a defense or to claim otherwise, in any such court action, suit or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that it is immune from extraterritorial injunctive relief or other injunctive relief, that its property is exempt or immune from attachment or execution, that any such action, suit or proceeding may not be brought or maintained in one of the above-named courts, that any such action, suit or proceeding brought or maintained in one of the above-named courts should be dismissed on grounds of forum non conveniens, should be transferred to any court other than one of the above-named courts, should be stayed by virtue of the pendency of any other action, suit or proceeding in any such court has been brought other than one of the above-named courts, or that this Agreement or the subject matter hereof may not be enforced in an inconvenient forumor by any of the above-named courts. Each of the parties hereto also hereby consents to service of process in any such suit, action or proceeding in any manner permitted by the laws of the State of Maryland, agrees that service of process by registered or certified mail, return receipt requested, at the address specified in or pursuant to Section 11 is reasonably calculated to give actual notice and waives and agrees not to assert by way of motion, as a defense or otherwise, in any final and unappealable judgment against a party hereto in connection with any such action, suit or other proceeding proceedings any claim that service of process made in accordance with Section 11 does not constitute good and sufficient service of process. The provisions of this Section 9.2 shall be conclusive and binding on such not restrict the ability of any party and that such award or judgment may be enforced to enforce in any court of competent jurisdiction, either within any judgment obtained in a federal or outside state court of the United States. A certified or exemplified copy State of such award or judgment shall be conclusive evidence of the fact and amount of such award or judgmentMaryland.

Consent to Jurisdiction, Etc. (a) Each party hereto Party hereby irrevocably and unconditionally consents to submit to the exclusive jurisdiction of the United States District Court located in the State of Delaware (unless such courts assert no jurisdiction, in which case the parties hereto consent agrees that any Legal Dispute shall be brought only to the exclusive jurisdiction of the courts of the State of Delaware) for any actions, suits or proceedings arising out of or relating to this Agreement and the transactions contemplated hereby (and each party hereto agrees not to commence any action, suit or proceeding relating thereto except in such courts), and further agrees that service of any process, summons, notice or document by U.S. registered mail to the addresses set forth herein shall be effective service of process for any such action, suit or proceeding brought against each party in such court. Each party hereto hereby irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement Delaware or the transactions contemplated hereby, in the United States District Courts federal courts located in the State of Delaware (unless such courts assert no jurisdictionDelaware, in which case and each party Party hereby consents to the exclusive jurisdiction of the such courts (and of the State appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by Law, any objection that it may now or hereafter have to the laying of Delaware). Each party hereby further irrevocably and unconditionally waives and agrees not to plead the venue of any such suit, action or to claim proceeding in any such court or that any such actionsuit, suit action or proceeding that is brought in any such court has been brought in an inconvenient forum. During the period a Legal Dispute that is filed in accordance with this ‎Section 10.7 is pending before a court, all actions, suits or proceedings with respect to such Legal Dispute or any other Legal Dispute, including any counterclaim, cross-claim or interpleader, shall be subject to the exclusive jurisdiction of such court. Each Party hereby consents to process being served by any Party to this Agreement in any suit, action or proceeding by the delivery of a copy thereof (other than by facsimile) in accordance with the parties hereto also agrees provisions of ‎Section 10.2. Each Party hereby waives, and shall not assert as a defense in any Legal Dispute, that any (i) such Party is not subject to the personal jurisdiction thereof, (ii) such action, suit or proceeding may not be brought or is not maintainable in such court, (iii) such action, suit or proceeding is brought in an inconvenient forum, or (iv) the venue of such action, suit or proceeding is improper. A final and unappealable judgment against a party hereto in connection with any action, suit or other proceeding described in this ‎Section 10.7 following the expiration of any period permitted for appeal and subject to any stay during appeal shall be conclusive and binding on such party and that such award or judgment may be enforced in other jurisdictions by suit on the judgment or in any court of competent jurisdictionother manner provided by applicable Laws. EACH OF THE PARTIES IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT TO TRIAL BY JURY ON ANY CLAIMS OR COUNTERCLAIMS ASSERTED IN ANY LEGAL DISPUTE RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY AND FOR ANY COUNTERCLAIM RELATING THERETO (INCLUDING ANY CLAIMS OR COUNTERCLAIMS AGAINST ANY FINANCING RELATED PARTY). IF THE SUBJECT MATTER OF ANY SUCH LEGAL DISPUTE IS ONE IN WHICH THE WAIVER OF JURY TRIAL IS PROHIBITED, either within or outside of the United StatesNO PARTY SHALL ASSERT IN SUCH LEGAL DISPUTE A COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, UNLESS FAILURE TO BRING SUCH COUNTERCLAIM WOULD RESULT IN A WAIVER OR ESTOPPEL THEREOF, OR OTHERWISE PREJUDICE SUCH PARTY’S RIGHTS IN ANY RESPECT. FURTHERMORE, NO PARTY SHALL SEEK TO CONSOLIDATE ANY SUCH LEGAL DISPUTE WITH A certified or exemplified copy of such award or judgment shall be conclusive evidence of the fact and amount of such award or judgmentSEPARATE ACTION OR OTHER LEGAL DISPUTE IN WHICH A JURY TRIAL CANNOT BE WAIVED.

Consent to Jurisdiction, Etc. (i) Each party hereto hereby of the Parties irrevocably and unconditionally consents to submit to the exclusive jurisdiction and venue of the United States District Court located in the State of Delaware (unless such courts assert no jurisdiction, in which case the parties hereto consent to the exclusive jurisdiction of the courts Chancery of the State of Delaware) for any actions; provided, suits that if the Court of Chancery of Delaware declines jurisdiction or proceedings arising out if subject matter jurisdiction over the matter that is the subject of or relating to this Agreement and the transactions contemplated hereby (Legal Proceeding is vested exclusively in the U.S. federal courts, such Legal Proceeding shall be heard in, and each party hereto agrees not to commence any action, suit or proceeding relating thereto except in such courts), and further agrees that service of any process, summons, notice or document by U.S. registered mail to the addresses set forth herein shall be effective service of process for any such action, suit or proceeding brought against each party in such court. Each party hereto hereby Parties irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement or the transactions contemplated hereby, in the United States District Courts located in the State of Delaware (unless such courts assert no jurisdiction, in which case each party consents to the exclusive jurisdiction and venue of, the U.S. District Court for the District of Delaware; provided, further, that if the U.S. District Court for the District of Delaware declines jurisdiction or if subject matter jurisdiction over the matter that is the subject of the Legal Proceeding is vested exclusively in the Delaware state courts, such Legal Proceeding shall be heard in, and each of the Parties irrevocably consents to the exclusive jurisdiction and venue of, the Delaware state courts located in Wilmington, Delaware (together with the U.S. District Court for the District of Delaware and the Court of Chancery of the State of Delaware), the “Chosen Courts”) in connection with any matter based upon or arising out of this Agreement. Each party hereby further irrevocably waives, and unconditionally waives and agrees shall not to plead or to claim assert as a defense in any legal dispute, that: (i) such court that Person is not personally subject to the jurisdiction of the Chosen Courts for any reason; (ii) such action, suit Legal Proceeding may not be brought or proceeding brought is not maintainable in any the Chosen Courts; (iii) such court has been Person’s property is exempt or immune from execution; (iv) such Legal Proceeding is brought in an inconvenient forum; or (v) the venue of such Legal Proceeding is improper. Each party hereby agrees not to commence or prosecute any such action, claim, cause of action or suit other than before the Chosen Courts, nor to make any motion or take any other action seeking or intending to cause the transfer or removal of any such action, claim, cause of action or suit to any court other than the Chosen Courts, whether on the grounds of inconvenient forum or otherwise. Each party hereby consents to service of process in any such proceeding in any manner permitted by laws of the parties hereto also agrees that State of Delaware, and further consents to service of process by nationally recognized overnight courier service guaranteeing overnight delivery, or by registered or certified mail, return receipt requested, at its address specified pursuant to Section 6(b), and waives and covenants not to assert or plead any final and unappealable judgment against a objection which they might otherwise have to such manner of service of process. Notwithstanding the foregoing in this Section 6(j), either party hereto in connection with may commence any action, claim, cause of action or suit or in a court other proceeding shall be conclusive and binding on such party and that such award than the Chosen Courts solely for the purpose of enforcing an order or judgment may be enforced in any court of competent jurisdiction, either within or outside of issued by the United States. A certified or exemplified copy of such award or judgment shall be conclusive evidence of the fact and amount of such award or judgmentChosen Courts.

Consent to Jurisdiction, Etc. (a) Each party hereto Party hereby irrevocably and unconditionally consents to submit to the exclusive jurisdiction of the United States District Court located in the State of Delaware (unless such courts assert no jurisdiction, in which case the parties hereto consent agrees that any Legal Dispute shall be brought only to the exclusive jurisdiction of the courts of the State of Delaware) for any actions, suits or proceedings arising out of or relating to this Agreement and the transactions contemplated hereby (and each party hereto agrees not to commence any action, suit or proceeding relating thereto except in such courts), and further agrees that service of any process, summons, notice or document by U.S. registered mail to the addresses set forth herein shall be effective service of process for any such action, suit or proceeding brought against each party in such court. Each party hereto hereby irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement Delaware or the transactions contemplated hereby, in the United States District Courts federal courts located in the State of Delaware (unless such courts assert no jurisdictionDelaware, in which case and each party Party hereby consents to the exclusive jurisdiction of the such courts (and of the State appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by Law, any objection that it may now or hereafter have to the laying of Delaware). Each party hereby further irrevocably and unconditionally waives and agrees not to plead the venue of any such suit, action or to claim proceeding in any such court or that any such actionsuit, suit action or proceeding that is brought in any such court has been brought in an inconvenient forum. During the period a Legal Dispute that is filed in accordance with this ‎Section 10.7 is pending before a court, all actions, suits or proceedings with respect to such Legal Dispute or any other Legal Dispute, including any counterclaim, cross-claim or interpleader, shall be subject to the exclusive jurisdiction of such court. Each Party hereby consents to process being served by any Party to this Agreement in any suit, action or proceeding by the delivery of a copy thereof (other than by facsimile) in accordance with the parties hereto also agrees provisions of ‎Section 10.2. Each Party hereby waives, and shall not assert as a defense in any Legal Dispute, that any (i) such Party is not subject to the personal jurisdiction thereof, (ii) such action, suit or proceeding may not be brought or is not maintainable in such court, (iii) such action, suit or proceeding is brought in an inconvenient forum, or (iv) the venue of such action, suit or proceeding is improper. A final and unappealable judgment against a party hereto in connection with any action, suit or other proceeding described in this ‎Section 10.7 following the expiration of any period permitted for appeal and subject to any stay during appeal shall be conclusive and binding on such party and that such award or judgment may be enforced in other jurisdictions by suit on the judgment or in any court of competent jurisdictionother manner provided by applicable Laws. EACH OF THE PARTIES IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT TO TRIAL BY JURY ON ANY CLAIMS OR COUNTERCLAIMS ASSERTED IN ANY LEGAL DISPUTE RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY AND FOR ANY COUNTERCLAIM RELATING THERETO (INCLUDING ANY CLAIMS OR COUNTERCLAIMS AGAINST ANY FINANCING RELATED PARTY). IF THE SUBJECT MATTER OF ANY SUCH LEGAL DISPUTE IS ONE IN WHICH THE WAIVER OF JURY TRIAL IS PROHIBITED, either within NO PARTY SHALL ASSERT IN SUCH LEGAL DISPUTE A COUNTERCLAIM ARISING -70- OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, unless failure to bring such counterclaim would result in a waiver or outside of the United Statesestoppel thereof, or otherwise prejudice such Party’s rights in any respect. FURTHERMORE, NO PARTY SHALL SEEK TO CONSOLIDATE ANY SUCH LEGAL DISPUTE WITH A certified or exemplified copy of such award or judgment shall be conclusive evidence of the fact and amount of such award or judgmentSEPARATE ACTION OR OTHER LEGAL DISPUTE IN WHICH A JURY TRIAL CANNOT BE WAIVED.

Consent to Jurisdiction, Etc. Each party of the parties hereto hereby irrevocably and unconditionally consents (i) agrees that any suit, action, or proceeding seeking to submit enforce any provision of, or based on any matter arising out of or in connection with, this Promissory Note shall be brought only to the exclusive jurisdiction of the (x) the Court of Chancery of the State of Delaware, if the Court of Chancery of the State of Delaware has subject matter jurisdiction over the matter, (y) the Superior Court of the State of Delaware (provided that, if the requirements for filing in the Complex Commercial Litigation Division of the Superior Court of the State of Delaware (the "Division") may be satisfied, the litigation relating to such matter shall be filed in the Division), if the Court of Chancery of the State of Delaware does not have subject matter jurisdiction over the matter, or (z) any court of the United States District Court located in the State of Delaware Delaware, if under applicable law exclusive jurisdiction over the matter is vested in the federal courts; (unless ii) consents to the jurisdiction of such courts assert no jurisdiction, in which case the parties hereto consent to the exclusive jurisdiction (and of the appropriate appellate courts of the State of Delawaretherefrom) for in any actionssuch suit, suits action, or proceedings arising out of or relating to this Agreement proceeding and the transactions contemplated hereby (and each party hereto irrevocably agrees not to commence any action, suit or proceeding litigation relating thereto except in such courts), the court identified in accordance with clause (i) hereof and further agrees that service of any process, summons, notice or document by U.S. registered mail to the addresses set forth herein shall be effective service of process for any such action, suit or proceeding brought against each party in such court. Each party hereto hereby irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement or the transactions contemplated herebysuch litigation in such court (and, in the United States District Courts located case of sub-clause (y) above, in the State of Delaware Division); and (unless such courts assert no jurisdiction, in which case each party consents to the exclusive jurisdiction of the courts of the State of Delaware). Each party hereby further irrevocably and unconditionally waives and iii) agrees not to plead or to claim in any such court that any such action, suit or proceeding litigation brought in any such court therein has been brought in an inconvenient forumforum (or, in the case of sub-clause (x) above, shall not be brought in the Division). Each of the parties hereto also agrees that, after a legal dispute is before a court as specified in this Section 8.G, and during the pendency of such dispute before such court, all actions, suits, or proceedings with respect to such dispute or any other dispute, including without limitation, any counterclaim, cross-claim, or interpleader, shall be subject to the exclusive jurisdiction of such court. Process in any such suit, action, or proceeding may be served on any party hereto anywhere in the world, whether within or without the jurisdiction of any such court. Each of the parties hereto agrees that any a final and unappealable judgment against a party hereto in connection with any action, suit suit, or other proceeding described in this Section 8.G after the expiration of any period permitted for appeal and subject to any stay during appeal shall be conclusive and binding on such party and that such award or judgment may be enforced in other jurisdictions by suit on the judgment or in any court of competent jurisdiction, either within or outside of the United States. A certified or exemplified copy of such award or judgment shall be conclusive evidence of the fact and amount of such award or judgmentother manner provided by applicable laws.

Consent to Jurisdiction, Etc. Each party hereto Party hereby irrevocably and unconditionally consents to submit to the exclusive jurisdiction of the United States District Court located in the State of Delaware (unless such courts assert no jurisdiction, in which case the parties hereto consent agrees that any Legal Dispute shall be brought only to the exclusive jurisdiction of the courts of the State of Delaware or the federal courts located in the State of Delaware, and each Party hereby consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) for in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by Law, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding that is brought in any such court has been brought in an inconvenient forum. During the period a Legal Dispute that is filed in accordance with this Section 10.7 is pending before a court, all actions, suits or proceedings arising out with respect to such Legal Dispute or any other Legal Dispute, including any counterclaim, cross-claim or interpleader, shall be subject to the exclusive jurisdiction of or relating to this Agreement and the transactions contemplated hereby (and each party hereto agrees not to commence any action, suit or proceeding relating thereto except in such courts), and further court. Each Party agrees that service of any process, summons, notice or document by U.S. US registered mail to the addresses such Party’s respective address set forth herein in Section 10.2 shall be effective service of process for any Legal Dispute in the State of Delaware with respect to any matters for which it has submitted to jurisdiction pursuant to Section 10.7. Each Party hereby waives, and shall not assert as a defense in any Legal Dispute, that (a) such Party is not subject thereto, except as otherwise provided in Section 10.16, (b) such action, suit or proceeding may not be brought against each party or is not maintainable in such court. Each party hereto hereby irrevocably and unconditionally waives any objection to , (c) such Party’s property is exempt or immune from execution, (d) such action, suit or proceeding is brought in an inconvenient forum, or (e) the laying of venue of such action, suit or proceeding is improper. A final judgment in any action, suit or proceeding arising out described in this Section 10.7 following the expiration of this Agreement or the transactions contemplated hereby, in the United States District Courts located in the State of Delaware (unless such courts assert no jurisdiction, in which case each party consents any period permitted for appeal and subject to the exclusive jurisdiction of the courts of the State of Delaware). Each party hereby further irrevocably and unconditionally waives and agrees not to plead or to claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum. Each of the parties hereto also agrees that any final and unappealable judgment against a party hereto in connection with any action, suit or other proceeding stay during appeal shall be conclusive and binding on such party and that such award or judgment may be enforced in other jurisdictions by suit on the judgment or in any court of competent jurisdictionother manner provided by applicable Laws. EACH OF THE PARTIES IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT TO TRIAL BY JURY ON ANY CLAIMS OR COUNTERCLAIMS ASSERTED IN ANY LEGAL DISPUTE RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY AND FOR ANY COUNTERCLAIM RELATING THERETO. IF THE SUBJECT MATTER OF ANY SUCH LEGAL DISPUTE IS ONE IN WHICH THE WAIVER OF JURY TRIAL IS PROHIBITED, either within or outside of the United StatesNO PARTY SHALL ASSERT IN SUCH LEGAL DISPUTE A NONCOMPULSORY COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. FURTHERMORE, NO PARTY SHALL SEEK TO CONSOLIDATE ANY SUCH LEGAL DISPUTE WITH A certified or exemplified copy of such award or judgment shall be conclusive evidence of the fact and amount of such award or judgmentSEPARATE ACTION OR OTHER LEGAL PROCEEDING IN WHICH A JURY TRIAL CANNOT BE WAIVED.

Consent to Jurisdiction, Etc. Each party hereto Party hereby irrevocably and unconditionally consents to submit to the exclusive jurisdiction of the United States District Court located in the State of Delaware (unless such courts assert no jurisdiction, in which case the parties hereto consent agrees that any Legal Dispute shall be brought only to the exclusive jurisdiction of the courts of the State of Delaware) for any actions, suits or proceedings arising out of or relating to this Agreement and the transactions contemplated hereby (and each party hereto agrees not to commence any action, suit or proceeding relating thereto except in such courts), and further agrees that service of any process, summons, notice or document by U.S. registered mail to the addresses set forth herein shall be effective service of process for any such action, suit or proceeding brought against each party in such court. Each party hereto hereby irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement Delaware or the transactions contemplated hereby, in the United States District Courts federal courts located in the State of Delaware (unless such courts assert no jurisdictionDelaware, in which case and each party Party hereby consents to the exclusive jurisdiction of the such courts (and of the State appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of Delaware). Each party hereby further irrevocably and unconditionally waives and agrees not to plead the venue of any such suit, action or to claim proceeding in any such court or that any such actionsuit, suit action or proceeding that is brought in any such court has been brought in an inconvenient forum. During the period a Legal Dispute that is filed in accordance with this Section 10.7 is pending before a court, all actions, suits or proceedings with respect to such Legal Dispute or any other Legal Dispute, including any counterclaim, cross-claim or interpleader, shall be subject to the exclusive jurisdiction of such court. Each Party hereby waives, and shall not assert as a defense in any Legal Dispute, that (a) such Party is not subject thereto, (b) such action, suit or proceeding may not be brought or is not maintainable in such court, (c) such Party's property is exempt or immune from execution, (d) such action, suit or proceeding is brought in an inconvenient forum or (e) the venue of the parties hereto also agrees that any such action, suit or proceeding is improper. A final and unappealable judgment against a party hereto in connection with any action, suit or other proceeding described in this Section 10.7 following the expiration of any period permitted for appeal and subject to any stay during appeal shall be conclusive and binding on such party and that such award or judgment may be enforced in other jurisdictions by suit on the judgment or in any court of competent jurisdiction, either within or outside of the United States. A certified or exemplified copy of such award or judgment shall be conclusive evidence of the fact and amount of such award or judgmentother manner provided by applicable Laws.

Consent to Jurisdiction, Etc. Each party hereto hereby irrevocably agrees that any legal dispute shall be brought only in, and unconditionally consents to submit shall be subject to the exclusive jurisdiction of of, the federal courts located in Charlotte, North Carolina in the United States District Court located for the Western District of North Carolina, Charlotte Division or, if such court does not have subject matter jurisdiction then such legal dispute shall be brought in the State of Delaware (unless such courts assert no jurisdiction, in which case the parties hereto consent to the exclusive jurisdiction of the courts Superior Court of the State of Delaware) for any actions, suits or proceedings arising out of or relating to this Agreement North Carolina in Mecklenburg County (and the transactions contemplated hereby (parties agree to seek an assignment of any such case to the North Carolina Business Court), and each party hereto agrees not hereby consents to commence the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any actionsuch suit, suit action or proceeding relating thereto except in such courts)and irrevocable waives, and further agrees that service of any process, summons, notice or document by U.S. registered mail to the addresses set forth herein shall be effective service of process for any such actionfullest extent permitted by Law, suit or proceeding brought against each party in such court. Each party hereto hereby irrevocably and unconditionally waives any objection that it may now or hereafter have to the laying of the venue of any actionsuch suit, suit action or proceeding arising out of this Agreement or the transactions contemplated hereby, in the United States District Courts located in the State of Delaware (unless such courts assert no jurisdiction, in which case each party consents to the exclusive jurisdiction of the courts of the State of Delaware). Each party hereby further irrevocably and unconditionally waives and agrees not to plead or to claim in any such court or that any such actionsuit, suit action or proceeding that is brought in any such court has been brought in an inconvenient forum. During the period a legal dispute that is filed in accordance with this Section 12.14 is pending before a court, all actions, suits or proceedings with respect to such legal dispute or any other legal dispute, including any counterclaim, cross-claim or interpleader, shall be subject to the exclusive jurisdiction of such court. Each party hereby waives, and shall not assert as a defense in any legal dispute, that (a) such party is not subject thereto, (b) such action, suit or proceeding may not be brought or is not maintainable in such court, (c) such party's property is exempt or immune from execution, (d) such action, suit or proceeding is brought in an inconvenient forum or (e) the venue of the parties hereto also agrees that any such action, suit or proceeding is improper. A final and unappealable judgment against a party hereto in connection with any action, suit or other proceeding described in this Section 12.14 following the expiration of any period permitted for appeal and subject to any stay during appeal shall be conclusive and binding on such party and that such award or judgment may be enforced in other jurisdictions by suit on the judgment or in any court of competent jurisdiction, either within or outside of the United States. A certified or exemplified copy of such award or judgment shall be conclusive evidence of the fact and amount of such award or judgmentother manner provided by applicable Laws.

Consent to Jurisdiction, Etc. Each Party, and any Person asserting rights as a third party hereto hereby beneficiary hereunder, irrevocably and unconditionally consents to submit to the exclusive jurisdiction of the United States District Court located agrees that any Legal Dispute shall be brought exclusively in the State of Delaware (unless such courts assert no jurisdiction, in which case the parties hereto consent to the exclusive jurisdiction of the courts of the State of Delaware) for any actions; provided that if subject matter jurisdiction over the Legal Dispute is vested exclusively in the United States federal courts, suits or proceedings arising out of or relating to this Agreement and the transactions contemplated hereby (and each party hereto agrees not to commence any action, suit or proceeding relating thereto except in such courts), and further agrees that service of any process, summons, notice or document by U.S. registered mail to the addresses set forth herein Legal Dispute shall be effective service of process for any such action, suit or proceeding brought against each party in such court. Each party hereto hereby irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement or the transactions contemplated hereby, heard in the United States District Courts located in Court for the State of Delaware (unless such courts assert no jurisdiction, in which case each party consents to the exclusive jurisdiction of the courts of the State District of Delaware). Each Party, and any Person asserting rights as a third party beneficiary hereunder, hereby further irrevocably and unconditionally waives submits to the jurisdiction of such courts (and agrees not of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to plead the fullest extent permitted by Law, any objection that it may now or hereafter have to claim the laying of the venue of any such suit, action or proceeding in any such court or that any such actionsuit, suit action or proceeding that is brought in any such court has been brought in an inconvenient forum. During the period a Legal Dispute that is filed in accordance with this Section 9.8 is pending before a court, all actions, suits or proceedings with respect to such Legal Dispute or any other Legal Dispute, including any counterclaim, cross-claim or interpleader, shall be subject to the exclusive jurisdiction of such court. Each Party and any Person asserting rights as a third party beneficiary hereunder may bring such Legal Dispute only if he, she or it hereby waives, and shall not assert as a defense in any Legal Dispute, that (a) such Party is not personally subject to the jurisdiction of the parties hereto also agrees that above named courts for any reason, (b) such action, suit or proceeding may not be brought or is not maintainable in such court, (c) such Party’s property is exempt or immune from execution, (d) such action, suit or proceeding is brought in an inconvenient forum, or (e) the venue of such action, suit or proceeding is improper. A final and unappealable judgment against a party hereto in connection with any action, suit or other proceeding described in this Section 9.8 following the expiration of any period permitted for appeal and subject to any stay during appeal shall be conclusive and binding on such party and that such award or judgment may be enforced in other jurisdictions by suit on the judgment or in any court of competent jurisdictionother manner provided by applicable Laws. EACH OF THE PARTIES AND ANY PERSON ASSERTING RIGHTS AS A THIRD PARTY BENEFICIARY HEREUNDER MAY BRING A LEGAL DISPUTE ONLY IF HE, either within or outside of the United StatesSHE OR IT IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT TO TRIAL BY JURY ON ANY CLAIMS OR COUNTERCLAIMS ASSERTED IN ANY LEGAL DISPUTE RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY AND FOR ANY COUNTERCLAIM RELATING THERETO. IF THE SUBJECT MATTER OF ANY SUCH LEGAL DISPUTE IS ONE IN WHICH THE WAIVER OF JURY TRIAL IS PROHIBITED, NO PARTY NOR ANY PERSON ASSERTING RIGHTS AS A certified or exemplified copy of such award or judgment shall be conclusive evidence of the fact and amount of such award or judgmentTHIRD PARTY BENEFICIARY SHALL ASSERT IN SUCH LEGAL DISPUTE A NONCOMPULSORY COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. FURTHERMORE, NO PARTY NOR ANY PERSON ASSERTING RIGHTS AS A THIRD PARTY BENEFICIARY SHALL SEEK TO CONSOLIDATE ANY SUCH LEGAL DISPUTE WITH A SEPARATE ACTION OR OTHER LEGAL PROCEEDING IN WHICH A JURY TRIAL CANNOT BE WAIVED.

Consent to Jurisdiction, Etc. Each Party, and any Person asserting rights as a third-party hereto hereby beneficiary hereunder, irrevocably and unconditionally consents to submit to the exclusive jurisdiction of the United States District Court located agrees that any Legal Dispute shall be brought exclusively in the State of Delaware (unless such courts assert no jurisdiction, in which case the parties hereto consent to the exclusive jurisdiction of the courts of the State of Delaware) for any actions; provided that if subject matter jurisdiction over the Legal Dispute is vested exclusively in the United States federal courts, suits or proceedings arising out of or relating to this Agreement and the transactions contemplated hereby (and each party hereto agrees not to commence any action, suit or proceeding relating thereto except in such courts), and further agrees that service of any process, summons, notice or document by U.S. registered mail to the addresses set forth herein Legal Dispute shall be effective service of process for any such action, suit or proceeding brought against each party in such court. Each party hereto hereby irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement or the transactions contemplated hereby, heard in the United States District Courts located in Court for the State of Delaware (unless such courts assert no jurisdiction, in which case each party consents to the exclusive jurisdiction of the courts of the State District of Delaware). Each Party, and any Person asserting rights as a third-party beneficiary hereunder, hereby further irrevocably and unconditionally waives submits to the jurisdiction of such courts (and agrees not of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to plead the fullest extent permitted by Law, any objection that it may now or hereafter have to claim the laying of the venue of any such suit, action or proceeding in any such court or that any such actionsuit, suit action or proceeding that is brought in any such court has been brought in an inconvenient forum. During the period a Legal Dispute that is filed in accordance with this Section 9.8 is pending before a court, all actions, suits or proceedings with respect to such Legal Dispute or any other Legal Dispute, including any counterclaim, cross-claim or interpleader, shall be subject to the exclusive jurisdiction of such court. Each Party and any Person asserting rights as a third-party beneficiary hereunder may bring such Legal Dispute only if he, she or it hereby waives, and shall not assert as a defense in any Legal Dispute, that (a) such Party is not personally subject to the jurisdiction of the parties hereto also agrees that above-named courts for any reason, (b) such action, suit or proceeding may not be brought or is not maintainable in such court, (c) such Party’s property is exempt or immune from execution, (d) such action, suit or proceeding is brought in an inconvenient forum, or (e) the venue of such action, suit or proceeding is improper. A final and unappealable judgment against a party hereto in connection with any action, suit or other proceeding described in this Section 9.8 following the expiration of any period permitted for appeal and subject to any stay during appeal shall be conclusive and binding on such party and that such award or judgment may be enforced in other jurisdictions by suit on the judgment or in any court of competent jurisdictionother manner provided by applicable Laws. EACH OF THE PARTIES AND ANY PERSON ASSERTING RIGHTS AS A THIRD-PARTY BENEFICIARY HEREUNDER MAY BRING A LEGAL DISPUTE ONLY IF HE, either within or outside of the United StatesSHE OR IT IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT TO TRIAL BY JURY ON ANY CLAIMS OR COUNTERCLAIMS ASSERTED IN ANY LEGAL DISPUTE RELATING TO THIS AGREEMENT OR THE TRANSACTIONS AND FOR ANY COUNTERCLAIM RELATING THERETO. IF THE SUBJECT MATTER OF ANY SUCH LEGAL DISPUTE IS ONE IN WHICH THE WAIVER OF JURY TRIAL IS PROHIBITED, NO PARTY NOR ANY PERSON ASSERTING RIGHTS AS A certified or exemplified copy of such award or judgment shall be conclusive evidence of the fact and amount of such award or judgmentTHIRD-PARTY BENEFICIARY SHALL ASSERT IN SUCH LEGAL DISPUTE A NONCOMPULSORY COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS. FURTHERMORE, NO PARTY NOR ANY PERSON ASSERTING RIGHTS AS A THIRD-PARTY BENEFICIARY SHALL SEEK TO CONSOLIDATE ANY SUCH LEGAL DISPUTE WITH A SEPARATE ACTION OR OTHER LEGAL PROCEEDING IN WHICH A JURY TRIAL CANNOT BE WAIVED.

Consent to Jurisdiction, Etc. (a) Each party of the parties hereto hereby irrevocably and unconditionally consents to submit submits, for itself and its property, to the exclusive jurisdiction of the United States District Court located in the State of Delaware (unless such courts assert no jurisdiction, in which case the parties hereto consent to the exclusive jurisdiction of the courts any court of the State of Delaware) , sitting in New Castle County, or the United State District Court for the District of Delaware, and any actionsappellate court from any thereof, suits in any action or proceedings proceeding arising out of or relating to this Agreement and or the transactions contemplated hereby (or for recognition or enforcement of any judgment relating thereto, and each party hereto agrees not to commence any action, suit or proceeding relating thereto except in such courts), and further agrees that service of any process, summons, notice or document by U.S. registered mail to the addresses set forth herein shall be effective service of process for any such action, suit or proceeding brought against each party in such court. Each party parties hereto hereby irrevocably and unconditionally waives agrees that all claims in respect of any such action or proceeding may be heard and determined in such Delaware state court or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. (b) Each of the parties hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any actionsuit, suit action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby, in the United States District Courts located in the State of Delaware (unless such courts assert no jurisdiction, in which case each party consents to the exclusive jurisdiction of the courts of the State of Delaware). Each party hereby further irrevocably and unconditionally waives and agrees not to plead or to claim in any such court that any such action, suit Delaware State or proceeding brought in any such court has been brought in an inconvenient forumFederal court. Each of the parties hereto also agrees that any final hereby irrevocably and unappealable judgment against a party hereto in connection with any actionunconditionally waives, suit to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or other proceeding shall be conclusive and binding on such party and that such award or judgment may be enforced in any court of competent jurisdiction, either within or outside such court. (c) Each of the United Statesparties hereto hereby irrevocably and unconditionally consents to service of process in the manner provided for notices in Section 4.3. A certified or exemplified copy Nothing in this Agreement will affect the right of such award or judgment shall be conclusive evidence of the fact and amount of such award or judgment.any party to this Agreement to serve process in any other manner permitted by law. Section 4.12

Consent to Jurisdiction, Etc. (a) Each party hereto Party hereby irrevocably and unconditionally consents to submit to the exclusive jurisdiction of the United States District Court located in the State of Delaware (unless such courts assert no jurisdiction, in which case the parties hereto consent agrees that any Legal Dispute shall be brought only to the exclusive jurisdiction of the courts of the State of Delaware) for any actions, suits or proceedings arising out of or relating to this Agreement and the transactions contemplated hereby (and each party hereto agrees not to commence any action, suit or proceeding relating thereto except in such courts), and further agrees that service of any process, summons, notice or document by U.S. registered mail to the addresses set forth herein shall be effective service of process for any such action, suit or proceeding brought against each party in such court. Each party hereto hereby irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement Delaware or the transactions contemplated hereby, in the United States District Courts federal courts located in the State of Delaware (unless such courts assert no jurisdictionDelaware, in which case and each party Party hereby consents to the exclusive jurisdiction of the such courts (and of the State appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by Law, any objection that it may now or hereafter have to the laying of Delaware). Each party hereby further irrevocably and unconditionally waives and agrees not to plead the venue of any such suit, action or to claim proceeding in any such court or that any such actionsuit, suit action or proceeding that is brought in any such court has been brought in an inconvenient forum. During the period a Legal Dispute that is filed in accordance with this Section 8.7 is pending before a court, all actions, suits or proceedings with respect to such Legal Dispute or any other Legal Dispute, including any counterclaim, cross-claim or interpleader, shall be subject to the exclusive jurisdiction of such court. Each Party hereby waives, and shall not assert as a defense in any Legal Dispute, that (a) such Party is not subject thereto, (b) such action, suit or proceeding may not be brought or is not maintainable in such court, (c) such Party’s property is exempt or immune from execution, (d) such action, suit or proceeding is brought in an inconvenient forum or (e) the venue of the parties hereto also agrees that any such action, suit or proceeding is improper. A final and unappealable judgment against a party hereto in connection with any action, suit or other proceeding described in this Section 8.7 following the expiration of any period permitted for appeal and subject to any stay during appeal shall be conclusive and binding on such party and that such award or judgment may be enforced in other jurisdictions by suit on the judgment or in any court of competent jurisdiction, either within or outside of the United States. A certified or exemplified copy of such award or judgment shall be conclusive evidence of the fact and amount of such award or judgmentother manner provided by applicable Laws.

Consent to Jurisdiction, Etc. Each party hereto Party hereby irrevocably and unconditionally consents to submit to the exclusive jurisdiction of the United States District Court located in the State of Delaware (unless such courts assert no jurisdiction, in which case the parties hereto consent agrees that any Legal Dispute shall be brought only to the exclusive jurisdiction of the courts of the State of Delaware) for any actions, suits or proceedings arising out of or relating to this Agreement and the transactions contemplated hereby (and each party hereto agrees not to commence any action, suit or proceeding relating thereto except in such courts), and further agrees that service of any process, summons, notice or document by U.S. registered mail to the addresses set forth herein shall be effective service of process for any such action, suit or proceeding brought against each party in such court. Each party hereto hereby irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement New York or the transactions contemplated hereby, in the United States District Courts federal courts located in the State of Delaware (unless such courts assert no jurisdictionNew York, in which case and each party Party hereby consents to the exclusive jurisdiction of the such courts (and of the State appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by Law, any objection that it may now or hereafter have to the laying of Delaware). Each party hereby further irrevocably and unconditionally waives and agrees not to plead the venue of any such suit, action or to claim proceeding in any such court or that any such actionsuit, suit action or proceeding that is brought in any such court has been brought in an inconvenient forum. During the period a Legal Dispute that is filed in accordance with this Section 10.6 is pending before a court, all actions, suits or proceedings with respect to such Legal Dispute or any other Legal Dispute, including any counterclaim, cross-claim or interpleader, shall be subject to the exclusive jurisdiction of such court. Each Party hereby waives, and shall not assert as a defense in any Legal Dispute, that (a) such Party is not subject thereto, (b) such action, suit or proceeding may not be brought or is not maintainable in such court, (c) such Party’s property is exempt or immune from execution, (d) such action, suit or proceeding is brought in an inconvenient forum, or (e) the venue of the parties hereto also agrees that any such action, suit or proceeding is improper. A final and unappealable judgment against a party hereto in connection with any action, suit or other proceeding described in this Section 10.6 following the expiration of any period permitted for appeal and subject to any stay during appeal shall be conclusive and binding on such party and that such award or judgment may be enforced in other jurisdictions by suit on the judgment or in any court of competent jurisdiction, either within or outside of the United States. A certified or exemplified copy of such award or judgment shall be conclusive evidence of the fact and amount of such award or judgmentother manner provided by applicable Laws.

Consent to Jurisdiction, Etc. Each party hereto of the Parties hereby irrevocably consents and unconditionally consents to submit to the exclusive jurisdiction of the United States District Court located agrees that, except as provided in the State next sentence, any action, suit or proceeding arising in connection with any disagreement, dispute, controversy or claim arising out of Delaware or relating to this Agreement or any related document (unless such courts assert no jurisdictionfor purposes of this Section, in which case the parties hereto consent a "Legal Dispute") shall be brought only to the exclusive jurisdiction of the courts of the State of Delaware) California or the federal courts located in the State of California, County of San Diego. Notwithstanding the preceding sentence, the Parties hereby irrevocably consent and agree that any Legal Dispute with respect to any claim for indemnification pursuant to the Indemnification Agreement shall be brought only in such federal or state court to which any third party claims giving rise to such indemnification has been brought; provided, however, that no party shall be prevented from raising an objection to subject matter jurisdiction in such forum. The Parties agree that, after a Legal Dispute is before a court as specified in this Section 9.6 and during the pendency of such Legal Dispute before such court, all actions, suits or proceedings arising out with respect to such Legal Dispute or any other Legal Dispute, including, any counterclaim, cross-claim or interpleader, shall be subject to the exclusive jurisdiction of or relating to this Agreement such court. Each of the Parties hereby waives, and the transactions contemplated hereby (and each party hereto agrees not to commence assert, as a defense in any Legal Dispute, that it is not subject thereto or that such action, suit or proceeding may not be brought or is not maintainable in such court (other than as set forth above with respect to subject-matter jurisdiction)or that its property is exempt or immune from execution, that the action, suit or proceeding is brought in an inconvenient forum or that the venue of the action, suit or proceeding is improper (other than as set forth above with respect to subject-matter jurisdiction). Each Party hereto agrees that a final judgment in any action, suit or proceeding relating thereto except described in such courts), and further agrees that service this Section 9.6 after the expiration of any process, summons, notice period permitted for appeal and subject to any stay during appeal shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or document in any other manner provided by U.S. registered mail applicable Laws. The provisions of this Section 9.6 are without prejudice to the addresses set forth herein shall be effective service rights of process for any such action, suit or proceeding brought against each party in such court. Each party hereto hereby irrevocably and unconditionally waives any objection the parties to apply to the laying English Court for interim relief (to include, but not limited to, injunctions) and to obtain the same in aid of venue of any action, suit actual or proceeding arising out of this Agreement or the transactions contemplated hereby, in the United States District Courts located in the State of Delaware (unless such courts assert no jurisdiction, in which case each party consents to the exclusive jurisdiction of proceedings before the courts of the State of Delaware). Each party hereby further irrevocably and unconditionally waives and agrees not to plead California or to claim the federal courts located in any such court that any such actionthe State of California, suit or proceeding brought in any such court has been brought in an inconvenient forum. Each of the parties hereto also agrees that any final and unappealable judgment against a party hereto San Diego County in connection with any actionthe matters arising from or contemplated in this Agreement, suit or other proceeding shall be conclusive and binding on such party and that such award or judgment may be enforced in any court for the purpose of competent jurisdictionan application pursuant to this sentence, either within or outside the parties hereby submit to the non-exclusive jurisdiction of the United StatesEnglish Court and waive all rights to challenge such application on grounds of jurisdiction and/or forum non conveniens. A certified or exemplified copy For the purpose of any proceedings pursuant to the preceding sentence, the Shareholder, the Trust and the Beckmans hereby appoint Xxxxxx Xxxxxxx of 00 Xxxxxxxx Xxxxxx, Xxxxxx, XXX 0XX to accept service of process on their behalf, such award or judgment shall service to be conclusive evidence of the fact and amount of such award or judgmenteffected at 00 Xxxxxxxx Xxxxxx, Xxxxxx, XXX 0XX.

Consent to Jurisdiction, Etc. Each Party hereby and any Person asserting rights as a third party hereto hereby beneficiary may do so only if he, she or it irrevocably and unconditionally consents to submit to the exclusive jurisdiction of the United States District Court located in the State of Delaware (unless such courts assert no jurisdiction, in which case the parties hereto consent agrees that any Legal Dispute shall be brought only to the exclusive jurisdiction of the courts of the State of Delaware) for any actions, suits or proceedings arising out of or relating to this Agreement and the transactions contemplated hereby (and each party hereto agrees not to commence any action, suit or proceeding relating thereto except in such courts), and further agrees that service of any process, summons, notice or document by U.S. registered mail to the addresses set forth herein shall be effective service of process for any such action, suit or proceeding brought against each party in such court. Each party hereto hereby irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement Delaware or the transactions contemplated hereby, in the United States District Courts federal courts located in the State of Delaware (unless such courts assert no jurisdictionDelaware, in which case and each party Party hereby consents to the exclusive jurisdiction of the such courts (and of the State appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by Law, any objection that it may now or hereafter have to the laying of Delaware). Each party hereby further irrevocably and unconditionally waives and agrees not to plead the venue of any such suit, action or to claim proceeding in any such court or that any such actionsuit, suit action or proceeding that is brought in any such court has been brought in an inconvenient forum. During the period a Legal Dispute that is filed in accordance with this Section 10.7 is pending before a court, all actions, suits or proceedings with respect to such Legal Dispute or any other Legal Dispute, including any counterclaim, cross-claim or interpleader, shall be subject to the exclusive jurisdiction of such court. Each Party and any Person asserting rights as a third party beneficiary may do so only if he, she or it hereby waives, and shall not assert as a defense in any Legal Dispute, that (a) such Party is not personally subject to the jurisdiction of the parties hereto also agrees that above named courts for any reason, (b) such action, suit or proceeding may not be brought or is not maintainable in such court, (c) such Party’s property is exempt or immune from execution, (d) such action, suit or proceeding is brought in an inconvenient forum, or (e) the venue of such action, suit or proceeding is improper. A final and unappealable judgment against a party hereto in connection with any action, suit or other proceeding described in this Section 10.7 following the expiration of any period permitted for appeal and subject to any stay during appeal shall be conclusive and binding on such party and that such award or judgment may be enforced in other jurisdictions by suit on the judgment or in any court of competent jurisdictionother manner provided by applicable Laws. EACH OF THE PARTIES AND ANY PERSON ASSERTING RIGHTS AS A THIRD PARTY BENEFICIARY MAY DO SO ONLY IF HE, either within or outside of the United StatesSHE OR IT IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT TO TRIAL BY JURY ON ANY CLAIMS OR COUNTERCLAIMS ASSERTED IN ANY LEGAL DISPUTE RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY AND FOR ANY COUNTERCLAIM RELATING THERETO. IF THE SUBJECT MATTER OF ANY SUCH LEGAL DISPUTE IS ONE IN WHICH THE WAIVER OF JURY TRIAL IS PROHIBITED, NO PARTY NOR ANY PERSON ASSERTING RIGHTS AS A certified or exemplified copy of such award or judgment shall be conclusive evidence of the fact and amount of such award or judgmentTHIRD PARTY BENEFICIARY SHALL ASSERT IN SUCH LEGAL DISPUTE A NONCOMPULSORY COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. FURTHERMORE, NO PARTY NOR ANY PERSON ASSERTING RIGHTS AS A THIRD PARTY BENEFICIARY SHALL SEEK TO CONSOLIDATE ANY SUCH LEGAL DISPUTE WITH A SEPARATE ACTION OR OTHER LEGAL PROCEEDING IN WHICH A JURY TRIAL CANNOT BE WAIVED.

Consent to Jurisdiction, Etc. Each Party hereby and any Person asserting rights as a third party hereto hereby beneficiary may do so only if he, she or it irrevocably and unconditionally consents to submit to the exclusive jurisdiction of the United States District Court located in the State of Delaware (unless such courts assert no jurisdiction, in which case the parties hereto consent agrees that any Legal Dispute shall be brought only to the exclusive jurisdiction of the courts of the State of Delaware) for any actions, suits or proceedings arising out of or relating to this Agreement and the transactions contemplated hereby (and each party hereto agrees not to commence any action, suit or proceeding relating thereto except in such courts), and further agrees that service of any process, summons, notice or document by U.S. registered mail to the addresses set forth herein shall be effective service of process for any such action, suit or proceeding brought against each party in such court. Each party hereto hereby irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement Delaware or the transactions contemplated hereby, in the United States District Courts federal courts located in the State of Delaware (unless such courts assert no jurisdictionsave where, with respect to the Merger or Luxembourg Merger, Luxembourg Courts would have exclusive jurisdiction as a matter of lex societatis applying to LuxCo or PubCo, in which case the Courts of Luxembourg would have exclusive jurisdiction), and each party Party hereby consents to the exclusive jurisdiction of the such courts (and of the State appropriate appellate courts therefrom) in any such Action and irrevocably waives, to the fullest extent permitted by Law, any objection that it may now or hereafter have to the laying of Delaware). Each party hereby further irrevocably and unconditionally waives and agrees not to plead the venue of any such suit, action or to claim proceeding in any such court or that any such action, suit or proceeding Action that is brought in any such court has been brought in an inconvenient forum. During the period a Legal Dispute that is filed in accordance with this Section 9.7 is pending before a court, all Actions with respect to such Legal Dispute or any other Legal Dispute, including any counterclaim, cross-claim or interpleader, shall be subject to the exclusive jurisdiction of such court. Each Party and any Person asserting rights as a third party beneficiary may do so only if he, she or it hereby waives, and shall not assert as a defense in any Legal Dispute, that (a) such Party is not personally subject to the jurisdiction of the parties hereto also agrees that above named courts for any final and unappealable judgment against a party hereto reason, (b) such Action may not be brought or is not maintainable in connection with any such court, (c) such Party’s property is exempt or immune from execution, (d) such Action is brought in an inconvenient forum, or (e) the venue of such action, suit or other proceeding is improper. A final judgment in any Action described in this Section 9.7 following the expiration of any period permitted for appeal and subject to any stay during appeal shall be conclusive and binding on such party and that such award or judgment may be enforced in other jurisdictions by suit on the judgment or in any court of competent jurisdictionother manner provided by applicable Laws. EACH OF THE PARTIES AND ANY PERSON ASSERTING RIGHTS AS A THIRD PARTY BENEFICIARY MAY DO SO ONLY IF HE, either within or outside of the United StatesSHE OR IT IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT TO TRIAL BY JURY ON ANY CLAIMS OR COUNTERCLAIMS ASSERTED IN ANY LEGAL DISPUTE RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY AND FOR ANY COUNTERCLAIM RELATING THERETO. IF THE SUBJECT MATTER OF ANY SUCH LEGAL DISPUTE IS ONE IN WHICH THE WAIVER OF JURY TRIAL IS PROHIBITED, NO PARTY NOR ANY PERSON ASSERTING RIGHTS AS A certified or exemplified copy of such award or judgment shall be conclusive evidence of the fact and amount of such award or judgmentTHIRD PARTY BENEFICIARY SHALL ASSERT IN SUCH LEGAL DISPUTE A NONCOMPULSORY COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. FURTHERMORE, NO PARTY NOR ANY PERSON ASSERTING RIGHTS AS A THIRD PARTY BENEFICIARY SHALL SEEK TO CONSOLIDATE ANY SUCH LEGAL DISPUTE WITH A SEPARATE ACTION OR OTHER LEGAL DISPUTE IN WHICH A JURY TRIAL CANNOT BE WAIVED.

Consent to Jurisdiction, Etc. Each party hereto Party hereby irrevocably consents and unconditionally consents to submit agrees that any Legal Dispute shall be brought only to the exclusive jurisdiction of the United States District Court located in the State of Delaware (unless such courts assert no jurisdiction, in which case the parties hereto consent to the exclusive jurisdiction of the state courts of the State of Delaware) New York located in New York County or the United States District Court for any actionsthe Southern District of New York, suits or proceedings arising out and each Party hereby consents to the jurisdiction of or relating to this Agreement and the transactions contemplated hereby such courts (and each party hereto agrees not to commence of the appropriate appellate courts therefrom) in any actionsuch suit, suit action or proceeding relating thereto except in such courts)and irrevocably waives, and further agrees that service of any process, summons, notice or document by U.S. registered mail to the addresses set forth herein shall be effective service of process for any such actionfullest extent permitted by Law, suit or proceeding brought against each party in such court. Each party hereto hereby irrevocably and unconditionally waives any objection that it may now or hereafter have to the laying of the venue of any actionsuch suit, suit action or proceeding arising out of this Agreement or the transactions contemplated hereby, in the United States District Courts located in the State of Delaware (unless such courts assert no jurisdiction, in which case each party consents to the exclusive jurisdiction of the courts of the State of Delaware). Each party hereby further irrevocably and unconditionally waives and agrees not to plead or to claim in any such court or that any such actionsuit, suit action or proceeding that is brought in any such court has been brought in an inconvenient forum. During the period a Legal Dispute is pending before a court, all actions, suits or proceedings with respect to such Legal Dispute or any other Legal Dispute, including any counterclaim, cross-claim or interpleader, shall be subject to the exclusive jurisdiction of such court. Each Party hereby waives, and shall not assert as a defense in any Legal Dispute, that (a) such Party is not subject thereto, (b) such action, suit or proceeding may not be brought or is not maintainable in such court, (c) such Party’s property is exempt or immune from execution, (d) such action, suit or proceeding is brought in an inconvenient forum or (e) the venue of the parties hereto also agrees that any such action, suit or proceeding is improper. A final and unappealable judgment against a party hereto in connection with any action, suit or other proceeding described in this Section 10.6 following the expiration of any period permitted for appeal and subject to any stay during appeal shall be conclusive and binding on such party and that such award or judgment may be enforced in other jurisdictions by suit on the judgment or in any court of competent jurisdiction, either within or outside of the United States. A certified or exemplified copy of such award or judgment shall be conclusive evidence of the fact and amount of such award or judgmentother manner provided by applicable Laws.

Consent to Jurisdiction, Etc. Each party hereto hereby and any Person asserting rights as a third party beneficiary may do so only if he, she or it irrevocably and unconditionally consents to submit agrees that any Legal Proceeding shall be brought only to the exclusive jurisdiction of the United States District Court located in of Chancery of the State of Delaware (unless or, if such courts assert no court declines to exercise jurisdiction, in which case the parties hereto consent to U.S. District Court for the exclusive jurisdiction of the courts of the State District of Delaware) for any actions, suits or proceedings arising out of or relating to this Agreement and the transactions contemplated hereby (and each party hereto agrees not hereby consents to commence the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any actionsuch suit, suit action or proceeding relating thereto except in such courts)and irrevocably waives, and further agrees that service of any process, summons, notice or document by U.S. registered mail to the addresses set forth herein shall be effective service of process for any such actionfullest extent permitted by Law, suit or proceeding brought against each party in such court. Each party hereto hereby irrevocably and unconditionally waives any objection that it may now or hereafter have to the laying of the venue of any actionsuch suit, suit action or proceeding arising out of this Agreement or the transactions contemplated hereby, in the United States District Courts located in the State of Delaware (unless such courts assert no jurisdiction, in which case each party consents to the exclusive jurisdiction of the courts of the State of Delaware). Each party hereby further irrevocably and unconditionally waives and agrees not to plead or to claim in any such court or that any such actionsuit, suit action or proceeding that is brought in any such court has been brought in an inconvenient forum. During the period a Legal Proceeding that is filed in accordance with this Section 8(j) is pending before a court, all actions, suits or proceedings with respect to such Legal Proceeding or any other Legal Proceeding, including any counterclaim, cross-claim or interpleader, shall be subject to the exclusive jurisdiction of such court. Each party hereto and any Person asserting rights as a third party beneficiary may do so only if he, she or it hereby waives, and shall not assert as a defense in any Legal Proceeding, that (a) such party is not personally subject to the jurisdiction of the parties hereto also agrees that above named courts for any reason, (b) such action, suit or proceeding may not be brought or is not maintainable in such court, (c) such party’s property is exempt or immune from execution, (d) such action, suit or proceeding is brought in an inconvenient forum, or (e) the venue of such action, suit or proceeding is improper. A final and unappealable judgment against a party hereto in connection with any action, suit or other proceeding described in this Section 8(j) following the expiration of any period permitted for appeal and subject to any stay during appeal shall be conclusive and binding on such party and that such award or judgment may be enforced in other jurisdictions by suit on the judgment or in any court of competent jurisdictionother manner provided by applicable Laws. EACH OF THE PARTIES HERETO AND ANY PERSON ASSERTING RIGHTS AS A THIRD PARTY BENEFICIARY MAY DO SO ONLY IF HE, either within or outside of the United StatesSHE OR IT IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT TO TRIAL BY JURY ON ANY CLAIMS OR COUNTERCLAIMS ASSERTED IN ANY LEGAL DISPUTE RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY AND FOR ANY COUNTERCLAIM RELATING THERETO. IF THE SUBJECT MATTER OF ANY SUCH LEGAL DISPUTE IS ONE IN WHICH THE WAIVER OF JURY TRIAL IS PROHIBITED, NO PARTY HERETO NOR ANY PERSON ASSERTING RIGHTS AS A certified or exemplified copy of such award or judgment shall be conclusive evidence of the fact and amount of such award or judgmentTHIRD PARTY BENEFICIARY SHALL ASSERT IN SUCH LEGAL DISPUTE A NONCOMPULSORY COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. FURTHERMORE, NO PARTY HERETO NOR ANY PERSON ASSERTING RIGHTS AS A THIRD PARTY BENEFICIARY SHALL SEEK TO CONSOLIDATE ANY SUCH LEGAL DISPUTE WITH A SEPARATE ACTION OR OTHER LEGAL PROCEEDING IN WHICH A JURY TRIAL CANNOT BE WAIVED.

Consent to Jurisdiction, Etc. Each party of the parties hereto hereby irrevocably and unconditionally consents to submit (i) submits to the exclusive jurisdiction of the United States District Court any New York State or Federal court located in the State County of Delaware (unless such courts assert no jurisdictionNew York over any suit, in which case the parties hereto consent to the exclusive jurisdiction of the courts of the State of Delaware) for any actions, suits action or proceedings proceeding arising out of or relating to this Agreement Commitment Letter, (ii) accepts for itself and in respect of its property the transactions contemplated hereby (and each party hereto agrees not to commence any action, suit or proceeding relating thereto except in jurisdiction of such courts), and further agrees that service of any process, summons, notice or document by U.S. registered mail to the addresses set forth herein shall be effective service of process for any such action, suit or proceeding brought against each party in such court. Each party hereto hereby irrevocably and unconditionally (iii) waives any objection to the laying of venue of any actionsuch suit, suit action or proceeding arising out of this Agreement or the transactions contemplated hereby, in the United States District Courts located in the State of Delaware (unless such courts assert no jurisdiction, in which case each party consents to the exclusive jurisdiction of the courts of the State of Delaware). Each party hereby further irrevocably and unconditionally waives and agrees not to plead or to claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forumforum and (iv) consents to the service of process, summons, notice or document in any such suit, action or proceeding by registered mail addressed to it at its address specified on the first page of this Commitment Letter. Each of the parties hereto also agrees that A final judgment in any final and unappealable judgment against a party hereto in connection with any actionsuch suit, suit action or other proceeding shall will be conclusive and binding on such party and that such award or judgment may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing herein will affect the right of any party hereto to serve legal process in any other manner permitted by law or affect the right of any party hereto to bring any suit, action or proceeding against any party hereto or its property in the courts of other jurisdictions. To the extent that any party hereto has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of competent jurisdictionexecution, either within execution or outside otherwise) with respect to itself or its property, such party irrevocably waives such immunity in respect of its obligations under this Commitment Letter. If you are in agreement with the foregoing, kindly sign and return to us the enclosed copy of this Commitment Letter. Very truly yours, MACQUARIE CAPITAL (USA) INC. By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Division Director By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Managing Director Accepted and agreed to as of the United Statesdate first above written: AVENTINE RENEWABLE ENERGY HOLDINGS, INC. A certified or exemplified copy of such award or judgment shall be conclusive evidence of the fact and amount of such award or judgment.By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Chief Executive Officer

Consent to Jurisdiction, Etc. Each party hereto Party hereby irrevocably and unconditionally consents to submit to the exclusive jurisdiction of the United States District Court located in the State of Delaware (unless such courts assert no jurisdiction, in which case the parties hereto consent agrees that any Legal Dispute shall be brought only to the exclusive jurisdiction of the courts of the State of Delaware) for any actions, suits or proceedings arising out of or relating to this Agreement and the transactions contemplated hereby (and each party hereto agrees not to commence any action, suit or proceeding relating thereto except in such courts), and further agrees that service of any process, summons, notice or document by U.S. registered mail to the addresses set forth herein shall be effective service of process for any such action, suit or proceeding brought against each party in such court. Each party hereto hereby irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement Delaware or the transactions contemplated hereby, in the United States District Courts federal courts located in the State of Delaware (unless such courts assert no jurisdictionDelaware, in which case and each party Party hereby consents to the exclusive jurisdiction of the such courts (and of the State appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocable waives, to the fullest extent permitted by Law, any objection that it may now or hereafter have to the laying of Delaware). Each party hereby further irrevocably and unconditionally waives and agrees not to plead the venue of any such suit, action or to claim proceeding in any such court or that they any such actionsuit, suit action or proceeding that is brought in any such court has been brought in an inconvenient forum. During the period a Legal Dispute that is filed in accordance with this Section 11.7 is pending before a court, all actions, suits or proceedings with respect to such Legal Dispute or any other Legal Dispute, including any counterclaim, cross-claim or interpleader, shall be subject to the exclusive jurisdiction of such court. Each Party hereby waives, and shall not assert as a defense in any Legal Dispute, that (a) such Party is not subject thereto, (b) such action, suit or proceeding may not be brought or is not maintainable in such court, (c) such Party’s property is exempt or immune from execution, (d) such action, suit or proceeding is brought in an inconvenient forum, or (e) the venue of the parties hereto also agrees that any such action, suit or proceeding is improper. A final and unappealable judgment against a party hereto in connection with any action, suit or other proceeding described in this Section 11.7 following the expiration of any period permitted for appeal and subject to any stay during appeal shall be conclusive and binding on such party and that such award or judgment may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Laws. Notwithstanding anything herein to the contrary, the Parties hereto acknowledge and irrevocably agree (i) that any lawsuit, claim, complaint, action, formal investigation or proceeding before or by any Governmental Entity (as used in this Section, an “Action”), whether in law or in equity, whether in contract or in tort or otherwise, involving the Financing Sources arising out of, or relating to, the transactions contemplated hereby, the Financing Commitments, the Financing or the performance of services thereunder or related thereto shall be subject to the exclusive jurisdiction of any state or federal court sitting in the Borough of competent jurisdictionManhattan, either within or outside of New York, New York, and any appellate court thereof and each Party hereto submits for itself and its property with respect to any such Action to the United States. A certified or exemplified copy exclusive jurisdiction of such award court, (ii) not to bring or permit any of their Affiliates to bring or support anyone else in bringing any such Action in any other court, (iii) to waive and hereby waive, to the fullest extent permitted by law, any objection which any of them may now or hereafter have to the laying of venue of, and the defense of an inconvenient forum to the maintenance of, any such Action in any such court, (iv) to waive and hereby waive any right to trial by jury in respect of any such Action, (v) that a final judgment in any such Action shall be conclusive evidence and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law, and (vi) that any such Action shall be governed by, and construed in accordance with, the laws of the fact and amount State of New York, without regard to the conflicts of law rules of such award or judgmentState that would result in the application of the laws of any other State.

Consent to Jurisdiction, Etc. Each party hereto hereby irrevocably and unconditionally consents to submit agrees that any Legal Proceeding shall be brought only to the exclusive jurisdiction of the United States District Court located in of Chancery of the State of Delaware (unless or, if such courts assert no court declines to exercise jurisdiction, in which case the parties hereto consent to U.S. District Court for the exclusive jurisdiction of the courts of the State District of Delaware) for any actions, suits or proceedings arising out of or relating to this Agreement and the transactions contemplated hereby (and each party hereto agrees not hereby consents to commence the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any actionsuch suit, suit action or proceeding relating thereto except in such courts)and irrevocably waives, and further agrees that service of any process, summons, notice or document by U.S. registered mail to the addresses set forth herein shall be effective service of process for any such actionfullest extent permitted by Law, suit or proceeding brought against each party in such court. Each party hereto hereby irrevocably and unconditionally waives any objection that it may now or hereafter have to the laying of the venue of any actionsuch suit, suit action or proceeding arising out of this Agreement or the transactions contemplated hereby, in the United States District Courts located in the State of Delaware (unless such courts assert no jurisdiction, in which case each party consents to the exclusive jurisdiction of the courts of the State of Delaware). Each party hereby further irrevocably and unconditionally waives and agrees not to plead or to claim in any such court or that any such actionsuit, suit action or proceeding that is brought in any such court has been brought in an inconvenient forum. During the period a Legal Proceeding that is filed in accordance with this Section 6(j) is pending before a court, all actions, suits or proceedings with respect to such Legal Proceeding or any other Legal Proceeding, including any counterclaim, cross-claim or interpleader, shall be subject to the exclusive jurisdiction of such court. Each party hereto may do so only if he, she or it hereby waives, and shall not assert as a defense in any Legal Proceeding, that (a) such party is not personally subject to the jurisdiction of the parties hereto also agrees that above named courts for any reason, (b) such action, suit or proceeding may not be brought or is not maintainable in such court, (c) such party’s property is exempt or immune from execution, (d) such action, suit or proceeding is brought in an inconvenient forum, or (e) the venue of such action, suit or proceeding is improper. A final and unappealable judgment against a party hereto in connection with any action, suit or other proceeding described in this Section 6(j) following the expiration of any period permitted for appeal and subject to any stay during appeal shall be conclusive and binding on such party and that such award or judgment may be enforced in other jurisdictions by suit on the judgment or in any court of competent jurisdictionother manner provided by applicable Laws. EACH OF THE PARTIES HERETO MAY DO SO ONLY IF HE, either within or outside of the United StatesSHE OR IT IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT TO TRIAL BY JURY ON ANY CLAIMS OR COUNTERCLAIMS ASSERTED IN ANY LEGAL DISPUTE RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY AND FOR ANY COUNTERCLAIM RELATING THERETO. IF THE SUBJECT MATTER OF ANY SUCH LEGAL DISPUTE IS ONE IN WHICH THE WAIVER OF JURY TRIAL IS PROHIBITED, NO PARTY HERETO SHALL ASSERT IN SUCH LEGAL DISPUTE A certified or exemplified copy of such award or judgment shall be conclusive evidence of the fact and amount of such award or judgmentNONCOMPULSORY COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. FURTHERMORE, NO PARTY HERETO SHALL SEEK TO CONSOLIDATE ANY SUCH LEGAL DISPUTE WITH A SEPARATE ACTION OR OTHER LEGAL PROCEEDING IN WHICH A JURY TRIAL CANNOT BE WAIVED.

Consent to Jurisdiction, Etc. Each party hereto hereby irrevocably and unconditionally consents to submit to the exclusive jurisdiction of the United States District Court located in the State of Delaware (unless such courts assert no jurisdiction, in which case the parties hereto consent to the exclusive jurisdiction of the courts of the State of Delaware) for any agrees that all actions, suits or proceedings arising out of or relating to based upon this Agreement or the subject matter hereof shall be brought and maintained exclusively in the transactions contemplated federal and state courts of the State of Maryland, specifically in Xxxxxxxxxx County, MD. Each of the parties hereto by execution hereof (i) hereby (and each party hereto agrees not to commence any action, suit or proceeding relating thereto except in such courts), and further agrees that service of any process, summons, notice or document by U.S. registered mail irrevocably submits to the addresses set forth herein shall be effective service jurisdiction of process the federal and state courts in Xxxxxxxxxx County, in the State of Maryland for any such action, suit or proceeding brought against each party in such court. Each party hereto hereby irrevocably and unconditionally waives any objection to the laying of venue purpose of any action, suit or proceeding arising out of or based upon this Agreement or the transactions contemplated herebysubject matter hereof and (ii) hereby waives, in the United States District Courts located in the State of Delaware (unless such courts assert no jurisdiction, in which case each party consents to the exclusive jurisdiction of the courts of the State of Delaware). Each party hereby further irrevocably and unconditionally waives extent not prohibited by applicable law, and agrees not to plead assert, by way of motion, as a defense or to claim otherwise, in any such court action, suit or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that it is immune from extraterritorial injunctive relief or other injunctive relief, that its property is exempt or immune from attachment or execution, that any such action, suit or proceeding may not be brought or maintained in one of the above-named courts, that any such action, suit or proceeding brought or maintained in one of the above-named courts should be dismissed on grounds of forum non conveniens, should be transferred to any court other than one of the above-named courts, should be stayed by virtue of the pendency of any other action, suit or proceeding in any such court has been brought other than one of the above-named courts, or that this Agreement or the subject matter hereof may not be enforced in an inconvenient forumor by any of the above-named courts. Each of the parties hereto also hereby consents to service of process in any such suit, action or proceeding in any manner permitted by the laws of the State of Maryland, agrees that service of process by registered or certified mail, return receipt requested, at the address specified in or pursuant to Section 10 is reasonably calculated to give actual notice and waives and agrees not to assert by way of motion, as a defense or otherwise, in any final and unappealable judgment against a party hereto in connection with any such action, suit or other proceeding proceedings any claim that service of process made in accordance with Section 10 does not constitute good and sufficient service of process. The provisions of this Section 8(b) shall be conclusive and binding on such not restrict the ability of any party and that such award or judgment may be enforced to enforce in any court of competent jurisdiction, either within any judgment obtained in a federal or outside state court of the United States. A certified or exemplified copy State of such award or judgment shall be conclusive evidence of the fact and amount of such award or judgmentMaryland.

Consent to Jurisdiction, Etc. Each party hereto of the Parties hereby irrevocably consents and unconditionally consents to submit to the exclusive jurisdiction of the United States District Court located in the State of Delaware (unless such courts assert no jurisdiction, in which case the parties hereto consent agrees that any Legal Dispute shall be brought only to the exclusive jurisdiction of the courts of the State of Delaware) for any actions, suits or proceedings arising out of or relating to this Agreement and the transactions contemplated hereby (and each party hereto agrees not to commence any action, suit or proceeding relating thereto except in such courts), and further agrees that service of any process, summons, notice or document by U.S. registered mail to the addresses set forth herein shall be effective service of process for any such action, suit or proceeding brought against each party in such court. Each party hereto hereby irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement Delaware or the transactions contemplated hereby, in the United States District Courts federal courts located in the State of Delaware (unless such courts assert no jurisdictionDelaware, in which case and each party Party hereby consents to the exclusive jurisdiction of the such courts (and of the State appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of Delaware). Each party hereby further irrevocably and unconditionally waives and agrees not to plead the venue of any such suit, action or to claim proceeding in any such court or that any such actionsuit, suit action or proceeding that is brought in any such court has been brought in an inconvenient forum. During the period a Legal Dispute is pending before a court, all actions, suits or proceedings with respect to such Legal Dispute or any other Legal Dispute, including any counterclaim, cross-claim or interpleader, shall be subject to the exclusive jurisdiction of such court. Each of the parties hereto also agrees Parties hereby waives, and shall not assert, as a defense in any Legal Dispute, that any (a) such Party is not subject personally to jurisdiction in such court, (b) such action, suit or proceeding may not be brought or is not maintainable in such court, (c) such Party’s property is exempt or immune from execution, (d) the action, suit or proceeding is brought in an inconvenient forum, or (e) the venue of the action, suit or proceeding is improper. A final and unappealable judgment against a party hereto in connection with any action, suit or other proceeding described in this Section 12.6 after the expiration of any period permitted for appeal and subject to any stay during appeal shall be conclusive and binding on such party and that such award or judgment may be enforced in other jurisdictions by suit on the judgment or in any court of competent jurisdiction, either within or outside of the United States. A certified or exemplified copy of such award or judgment shall be conclusive evidence of the fact and amount of such award or judgmentother manner provided by applicable Laws.

Consent to Jurisdiction, Etc. Each party hereto hereby and any Person asserting rights as a third party beneficiary may do so only if he, she or it irrevocably and unconditionally consents to submit to the exclusive jurisdiction of the United States District Court located in the State of Delaware (unless such courts assert no jurisdiction, in which case the parties hereto consent agrees that any Legal Dispute shall be brought only to the exclusive jurisdiction of the courts of the State of Delaware) for any actions, suits or proceedings arising out of or relating to this Agreement and the transactions contemplated hereby (and each party hereto agrees not to commence any action, suit or proceeding relating thereto except in such courts), and further agrees that service of any process, summons, notice or document by U.S. registered mail to the addresses set forth herein shall be effective service of process for any such action, suit or proceeding brought against each party in such court. Each party hereto hereby irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement Delaware or the transactions contemplated hereby, in the United States District Courts federal courts located in the State of Delaware (unless such courts assert no jurisdictionDelaware, in which case and each party hereto hereby consents to the exclusive jurisdiction of the such courts (and of the State appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by Law, any objection that it may now or hereafter have to the laying of Delaware). Each party hereby further irrevocably and unconditionally waives and agrees not to plead the venue of any such suit, action or to claim proceeding in any such court or that any such actionsuit, suit action or proceeding that is brought in any such court has been brought in an inconvenient forum. During the period a Legal Dispute that is filed in accordance with this Section 6(j) is pending before a court, all actions, suits or proceedings with respect to such Legal Dispute or any other Legal Dispute, including any counterclaim, cross-claim or interpleader, shall be subject to the exclusive jurisdiction of such court. Each party hereto and any Person asserting rights as a third party beneficiary may do so only if he, she or it hereby waives, and shall not assert as a defense in any Legal Dispute, that (a) such party is not personally subject to the jurisdiction of the parties hereto also agrees that above named courts for any reason, (b) such action, suit or proceeding may not be brought or is not maintainable in such court, (c) such party’s property is exempt or immune from execution, (d) such action, suit or proceeding is brought in an inconvenient forum, or (e) the venue of such action, suit or proceeding is improper. A final and unappealable judgment against a party hereto in connection with any action, suit or other proceeding described in this Section 6(j) following the expiration of any period permitted for appeal and subject to any stay during appeal shall be conclusive and binding on such party and that such award or judgment may be enforced in other jurisdictions by suit on the judgment or in any court of competent jurisdictionother manner provided by applicable Laws. [EACH OF THE PARTIES HERETO AND ANY PERSON ASSERTING RIGHTS AS A THIRD PARTY BENEFICIARY MAY DO SO ONLY IF HE, either within or outside of the United StatesSHE OR IT IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT TO TRIAL BY JURY ON ANY CLAIMS OR COUNTERCLAIMS ASSERTED IN ANY LEGAL DISPUTE RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY AND FOR ANY COUNTERCLAIM RELATING THERETO. IF THE SUBJECT MATTER OF ANY SUCH LEGAL DISPUTE IS ONE IN WHICH THE WAIVER OF JURY TRIAL IS PROHIBITED, NO PARTY HERETO NOR ANY PERSON ASSERTING RIGHTS AS A certified or exemplified copy of such award or judgment shall be conclusive evidence of the fact and amount of such award or judgment.THIRD PARTY BENEFICIARY SHALL ASSERT IN SUCH LEGAL DISPUTE A NONCOMPULSORY COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. FURTHERMORE, NO PARTY HERETO NOR ANY PERSON ASSERTING RIGHTS AS A THIRD PARTY BENEFICIARY SHALL SEEK TO CONSOLIDATE ANY SUCH LEGAL DISPUTE WITH A SEPARATE ACTION OR OTHER LEGAL PROCEEDING IN WHICH A JURY TRIAL CANNOT BE WAIVED.]1

Consent to Jurisdiction, Etc. Each Party, and any Person asserting rights as a third party hereto hereby beneficiary hereunder, irrevocably and unconditionally consents to submit to the exclusive jurisdiction of the United States District Court located agrees that any Legal Dispute shall be brought exclusively in the State of Delaware (unless such courts assert no jurisdiction, in which case the parties hereto consent to the exclusive jurisdiction of the courts of the State of Delaware) for any actions; provided that if subject matter jurisdiction over such Legal Dispute is vested exclusively in the United States federal courts, suits or proceedings arising out of or relating to this Agreement and the transactions contemplated hereby (and each party hereto agrees not to commence any action, suit or proceeding relating thereto except in such courts), and further agrees that service of any process, summons, notice or document by U.S. registered mail to the addresses set forth herein Legal Dispute shall be effective service of process for any such action, suit or proceeding brought against each party in such court. Each party hereto hereby irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement or the transactions contemplated hereby, heard in the United States District Courts located in Court for the State of Delaware (unless such courts assert no jurisdiction, in which case each party consents to the exclusive jurisdiction of the courts of the State District of Delaware). Each Party, and any Person asserting rights as a third party beneficiary hereunder, hereby further irrevocably and unconditionally waives submits to the jurisdiction of such courts (and agrees not of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to plead the fullest extent permitted by Laws, any objection that it may now or hereafter have to claim the laying of the venue of any such suit, action or proceeding in any such court or that any such action, suit or proceeding Legal Dispute that is brought in any such court has been brought in an inconvenient forum. During the period a Legal Dispute that is filed in accordance with this Section 18 is pending before a court, all actions, suits or proceedings with respect to such Legal Dispute or any other Legal Dispute, including any counterclaim, cross-claim or interpleader, shall be subject to the exclusive jurisdiction of such court. Each Party, and any Person asserting rights as a third party beneficiary hereunder, may bring such Legal Dispute only if it hereby waives, and shall not assert as a defense in any Legal Dispute, that (a) such Party is not personally subject to the jurisdiction of the parties hereto also agrees that above named courts for any reason, (b) such action, suit or proceeding may not be brought or is not maintainable in such court, (c) such Party’s property is exempt or immune from execution, (d) such Legal Dispute is brought in an inconvenient forum or (e) the venue of such action, suit or proceeding is improper. A final and unappealable judgment against a party hereto in connection with any action, suit or other proceeding described in this Section 18 following the expiration of any period permitted for appeal and subject to any stay during appeal shall be conclusive and binding on such party and that such award or judgment may be enforced in other jurisdictions by suit on the judgment or in any court of competent jurisdictionother manner provided by applicable Laws. EACH OF THE PARTIES, either within or outside of the United StatesAND ANY PERSON ASSERTING RIGHTS AS A THIRD PARTY BENEFICIARY HEREUNDER, MAY BRING A LEGAL DISPUTE ONLY IF IT IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT TO TRIAL BY JURY ON ANY CLAIMS OR COUNTERCLAIMS ASSERTED IN ANY LEGAL DISPUTE RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY AND FOR ANY COUNTERCLAIM RELATING THERETO. IF THE SUBJECT MATTER OF ANY SUCH LEGAL DISPUTE IS ONE IN WHICH THE WAIVER OF JURY TRIAL IS PROHIBITED, NO PARTY, NOR ANY PERSON ASSERTING RIGHTS AS A certified or exemplified copy of such award or judgment shall be conclusive evidence of the fact and amount of such award or judgmentTHIRD PARTY BENEFICIARY, SHALL ASSERT IN SUCH LEGAL DISPUTE A NONCOMPULSORY COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. FURTHERMORE, NO PARTY, NOR ANY PERSON ASSERTING RIGHTS AS A THIRD PARTY BENEFICIARY, SHALL SEEK TO CONSOLIDATE ANY SUCH LEGAL DISPUTE WITH A SEPARATE ACTION OR OTHER LEGAL PROCEEDING IN WHICH A JURY TRIAL CANNOT BE WAIVED.

Consent to Jurisdiction, Etc. Each party hereto to this Agreement hereby irrevocably consents and unconditionally consents agrees that any action, suit, arbitration or proceeding arising in connection with any disagreement, dispute, controversy or claim arising out of or relating to submit to the exclusive jurisdiction of the United States District Court located in the State of Delaware this Agreement (unless such courts assert no jurisdiction, in which case the parties hereto consent a “Legal Dispute”) shall be brought only to the exclusive jurisdiction of the courts of the State of Delaware) for any actions, suits or proceedings arising out of or relating to this Agreement and the transactions contemplated hereby (and each party hereto agrees not to commence any action, suit or proceeding relating thereto except in such courts), and further agrees that service of any process, summons, notice or document by U.S. registered mail to the addresses set forth herein shall be effective service of process for any such action, suit or proceeding brought against each party in such court. Each party hereto hereby irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement New York or the transactions contemplated hereby, in the United States District Courts federal courts located in the State of Delaware (unless such courts assert no jurisdictionNew York sitting in New York County, in which case New York, and each party hereby consents to the exclusive jurisdiction of the such courts (and of the State appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by applicable federal, state or local laws, rules or regulations (“Regulations”), any objection that it may now or hereafter have to the laying of Delaware). Each party hereby further irrevocably and unconditionally waives and agrees not to plead the venue of any such suit, action or to claim proceeding in any such court or that any such actionsuit, suit action or proceeding that is brought in any such court has been brought in an inconvenient forum. During the period a Legal Dispute is pending before a court, all actions, suits or proceedings with respect to such Legal Dispute or any other Legal Dispute, including any counterclaim, cross-claim or interpleader, shall be subject to the exclusive jurisdiction of such court. Each party hereby waives, and shall not assert as a defense in any Legal Dispute, that (a) such party is not subject thereto, (b) such action, suit or proceeding may not be brought or is not maintainable in such court, (c) such party’s property is exempt or immune from execution, (d) such action, suit or proceeding is brought in an inconvenient forum or (e) the venue of the parties hereto also agrees that any such action, suit or proceeding is improper. A final and unappealable judgment against a party hereto in connection with any action, suit or other proceeding described in this Section 12.5 following the expiration of any period permitted for appeal and subject to any stay during appeal shall be conclusive and binding on such party and that such award or judgment may be enforced in other jurisdictions by suit on the judgment or in any court other manner provided by applicable Regulation. Each Member hereby waives personal service of competent jurisdiction, either within any process in connection with any such action or outside of proceeding and agrees that the United States. A service thereof may be made by certified or exemplified copy registered mail directed to the Member, and its counsel, at the address of such award Member, and its counsel, set forth on Schedule B hereto, or judgment shall be conclusive evidence at such other addresses of which the fact and amount of such award Member has given notice as provided in Section 12.7 hereof. In the alternative, any Member may effect service upon any other Member in any other form or judgmentmanner permitted by law.

Consent to Jurisdiction, Etc. Each Party, and any Person asserting rights as a third party hereto hereby beneficiary hereunder, irrevocably and unconditionally consents to submit to the exclusive jurisdiction of the United States District Court located agrees that any Legal Dispute shall be brought exclusively in the State of Delaware (unless such courts assert no jurisdiction, in which case the parties hereto consent to the exclusive jurisdiction of the courts of the State of Delaware) for any actions; provided that if subject matter jurisdiction over such Legal Dispute is vested exclusively in the United States federal courts, suits or proceedings arising out of or relating to this Agreement and the transactions contemplated hereby (and each party hereto agrees not to commence any action, suit or proceeding relating thereto except in such courts), and further agrees that service of any process, summons, notice or document by U.S. registered mail to the addresses set forth herein Legal Dispute shall be effective service of process for any such action, suit or proceeding brought against each party in such court. Each party hereto hereby irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement or the transactions contemplated hereby, heard in the United States District Courts located in Court for the State of Delaware (unless such courts assert no jurisdiction, in which case each party consents to the exclusive jurisdiction of the courts of the State District of Delaware). Each Party, and any Person asserting rights as a third party beneficiary hereunder, hereby further irrevocably and unconditionally waives submits to the jurisdiction of such courts (and agrees not of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to plead the fullest extent permitted by Laws, any objection that it may now or hereafter have to claim the laying of the venue of any such suit, action or proceeding in any such court or that any such action, suit or proceeding Legal Dispute that is brought in any such court has been brought in an inconvenient forum. During the period a Legal Dispute that is filed in accordance with this Section 9.8 is pending before a court, all actions, suits or proceedings with respect to such Legal Dispute or any other Legal Dispute, including any counterclaim, cross-claim or interpleader, shall be subject to the exclusive jurisdiction of such court. Each Party, and any Person asserting rights as a third party beneficiary hereunder, may bring such Legal Dispute only if it hereby waives, and shall not assert as a defense in any Legal Dispute, that (a) such Party is not personally subject to the jurisdiction of the parties hereto also agrees that above named courts for any reason, (b) such action, suit or proceeding may not be brought or is not maintainable in such court, (c) such Party’s property is exempt or immune from execution, (d) such Legal Dispute is brought in an inconvenient forum or (e) the venue of such action, suit or proceeding is improper. A final and unappealable judgment against a party hereto in connection with any action, suit or other proceeding described in this Section 9.8 following the expiration of any period permitted for appeal and subject to any stay during appeal shall be conclusive and binding on such party and that such award or judgment may be enforced in other jurisdictions by suit on the judgment or in any court of competent jurisdictionother manner provided by applicable Laws. EACH OF THE PARTIES, either within or outside of the United StatesAND ANY PERSON ASSERTING RIGHTS AS A THIRD PARTY BENEFICIARY HEREUNDER, MAY BRING A LEGAL DISPUTE ONLY IF IT IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT TO TRIAL BY JURY ON ANY CLAIMS OR COUNTERCLAIMS ASSERTED IN ANY LEGAL DISPUTE RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY AND FOR ANY COUNTERCLAIM RELATING THERETO. IF THE SUBJECT MATTER OF ANY SUCH LEGAL DISPUTE IS ONE IN WHICH THE WAIVER OF JURY TRIAL IS PROHIBITED, NO PARTY, NOR ANY PERSON ASSERTING RIGHTS AS A certified or exemplified copy of such award or judgment shall be conclusive evidence of the fact and amount of such award or judgmentTHIRD PARTY BENEFICIARY, SHALL ASSERT IN SUCH LEGAL DISPUTE A NONCOMPULSORY COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. FURTHERMORE, NO PARTY, NOR ANY PERSON ASSERTING RIGHTS AS A THIRD PARTY BENEFICIARY, SHALL SEEK TO CONSOLIDATE ANY SUCH LEGAL DISPUTE WITH A SEPARATE ACTION OR OTHER LEGAL PROCEEDING IN WHICH A JURY TRIAL CANNOT BE WAIVED.

Consent to Jurisdiction, Etc. .. Each party hereto Party hereby irrevocably and unconditionally consents to submit to the exclusive jurisdiction of the United States District Court located in the State of Delaware (unless such courts assert no jurisdiction, in which case the parties hereto consent agrees that any Legal Dispute shall be brought only to the exclusive jurisdiction of the courts of the State of Delaware) for any actions, suits or proceedings arising out of or relating to this Agreement and the transactions contemplated hereby (and each party hereto agrees not to commence any action, suit or proceeding relating thereto except in such courts), and further agrees that service of any process, summons, notice or document by U.S. registered mail to the addresses set forth herein shall be effective service of process for any such action, suit or proceeding brought against each party in such court. Each party hereto hereby irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement New York or the transactions contemplated hereby, in the United States District Courts federal courts located in the State of Delaware (unless such courts assert no jurisdictionNew York, in which case and each party Party hereby consents to the exclusive jurisdiction of the such courts (and of the State appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of Delaware). Each party hereby further irrevocably and unconditionally waives and agrees not to plead the venue of any such suit, action or to claim proceeding in any such court or that any such actionsuit, suit action or proceeding that is brought in any such court has been brought in an inconvenient forum. During the period a Legal Dispute that is filed in accordance with this Section 12.6 is pending before a court, all actions, suits or proceedings with respect to such Legal Dispute or any other Legal Dispute, including any counterclaim, cross-claim or interpleader, shall be subject to the exclusive jurisdiction of such court. Each Party hereby irrevocably waives the right to a trial by jury. In addition, each Party hereby waives, and shall not assert as a defense in any Legal Dispute, that (a) such Party is not subject thereto, (b) such action, suit or proceeding may not be brought or is not maintainable in such court, (c) such Party's property is exempt or immune form execution, (d) such action, suit or proceeding is brought in an inconvenient forum or (e) the venue of the parties hereto also agrees that any such action, suit or proceeding is improper. A final and unappealable judgment against a party hereto in connection with any action, suit or other proceeding described in this Section 12.6 following the expiration of any period permitted for appeal and subject to any stay during appeal shall be conclusive and binding on such party and that such award or judgment may be enforced in other jurisdictions by suit on the judgment or in any court of competent jurisdiction, either within or outside of the United States. A certified or exemplified copy of such award or judgment shall be conclusive evidence of the fact and amount of such award or judgmentother manner provided by applicable Laws.