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. (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 any New York State court or Federal court of the United States District Court located of America sitting in the State of Delaware (unless such courts assert no jurisdictionNew York City, 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 actions, suits 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 New York State court or, to the extent permitted by Law, in such Federal court. Each of the parties hereto agrees that a final, non-appealable 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 New York 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 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 hereto hereby irrevocably and unconditionally consents to service of process in the manner provided for notices in this Section 11.15. 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 judgmentany party to this Agreement to serve process in any other manner permitted by Law.

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 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 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. (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 any court of New York State sitting in the County of New York or any Federal court of the United States District Court located of America sitting in the State of Delaware (unless such courts assert no jurisdictionNew York City, 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 actions, suits 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 New York 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 New York 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 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 hereto 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 judgmentany party to this Agreement to serve process in any other manner permitted by law.

Consent to Jurisdiction, Etc. (a) Each party hereto hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of any New York State court or federal court of the United States of America sitting in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby or for recognition or enforcement of any judgment relating thereto, and each party hereto hereby irrevocably and unconditionally agrees that all claims or causes of action (whether in contract, tort or otherwise) in respect of any such action or proceeding may be heard and determined in such New York State court or, to the extent permitted by law, in such federal court. Each party hereto agrees that a final, non-appealable 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 party 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 suit, action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby in any New York State or federal court. Each party hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each party hereto hereby irrevocably and unconditionally consents to submit to the exclusive jurisdiction service of the United States District Court located process in the State manner provided for notices in this Section. Nothing in this Agreement will affect the right 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 party 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 serve 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 judgmentmanner permitted by law.

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 Delaware Court of Chancery located in New Castle County, Delaware or Federal court of the United States of America for the District Court located 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 actions, suits 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 Court of Chancery or, to the extent permitted by Law, in such Federal court. Each of the parties hereto agrees that a final, non-appealable 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, hereby in the United States District Courts located in the State such Delaware Court of Delaware (unless Chancery or 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 forumFederal court. 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 hereto hereby irrevocably and unconditionally consents to service of process in the manner provided for notices in this Section 9.15. 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 judgmentany party to this Agreement to serve process in any other manner permitted by Law.

Consent to Jurisdiction, Etc. (a) Each party hereto Party 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 Party hereby waives, and shall not assert as a defense in any Legal Dispute, that (i) such Party is not subject thereto, (b) such Legal 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 Proceeding is brought in an inconvenient forum or (e) the venue of such Legal Proceeding is improper. A final judgment in any Legal Proceeding described in this Section 10.6 following the parties hereto also agrees that expiration of any final 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. (b) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, either within or outside of the United StatesTHEREFORE, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS. EACH PARTY TO THIS AGREEMENT CERTIFIES AND ACKNOWLEDGES THAT (i) NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF A certified or exemplified copy of such award or judgment shall be conclusive evidence of the fact and amount of such award or judgmentLEGAL PROCEEDING, (ii) SUCH PARTY HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (iii) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (iv) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS Section 10.6.

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 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, 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 hereto Party 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 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 12.6 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 other manner provided by applicable Laws. (b) Notwithstanding anything herein to the contrary, each of the parties irrevocably agrees that any legal action or proceeding involving any Debt Financing Sources (or any of their respective Affiliates or their or their respective Affiliates’ representatives) arising out of or relating to this Agreement, the Debt Letters or the Debt Financing shall be brought and determined in the Supreme Court of the State of New York, County of New York and that any such legal action or proceeding shall be governed by, and construed in accordance with, the laws of the State of New York without regard to the conflicts of law rules of such State that would result in the application of the laws of any other state; provided, that if jurisdiction is not then available in the Supreme Court of the State of New York, County of New York, then any such legal action or proceeding may be brought in any federal court located in the State of New York (and, in each case, any appellate courts thereof). Each of the parties hereby irrevocably submits to the jurisdiction of the aforesaid courts for itself and with respect to its property, generally and unconditionally, with regard to any such action or proceeding involving any Debt Financing Sources (or any of their respective Affiliates or their or their respective Affiliates’ officers, directors, employees, agents and representatives) arising out of or relating to this Agreement, the Debt Letters or the Debt Financing and the transactions contemplated hereby or thereby. Each of the parties agrees not to commence any action, suit or proceeding involving any Debt Financing Sources (or any of their respective Affiliates or their or their respective Affiliates’ officers, directors, employees, agents and representatives) relating thereto except in the courts described above in New York, other than actions in any court of competent jurisdictionjurisdiction to enforce any judgment, either within decree or outside award rendered by any such court in New York as described herein. Each of the United Statesparties further agrees that notice as provided herein shall constitute sufficient service of process and the parties further waive any argument that such service is insufficient. A certified Each of the parties hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or exemplified copy as a defense, counterclaim or otherwise, in any action or proceeding involving any Debt Financing Source (or any of their respective Affiliates or their or their respective Affiliates’ officers, directors, employees, agents and representatives) arising out of or relating to this Agreement, the Debt Letters or the Debt Financing or the transactions contemplated hereby or thereby, (x) any claim that it is not personally subject to the jurisdiction of the courts in New York as described herein for any reason, (y) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (z) that (i) the suit, action or proceeding in any such court is brought in an inconvenient forum, (ii) the venue of such award suit, action or judgment shall proceeding is improper or (iii) this Agreement, the Debt Letters, the Debt Financing, or the subject matter hereof or thereof, may not be conclusive evidence of the fact and amount of enforced in or by such award or judgmentcourts.

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. (a) Each party hereto hereby Guarantor irrevocably and unconditionally consents to submit submits to the exclusive jurisdiction of the United States District Court located for the Southern District of New York (or the state courts sitting in the State Borough of Delaware (unless such courts assert no Manhattan in the event the Southern District of New York lacks subject matter jurisdiction), and any appellate court from any thereof, in which case any action or proceeding brought by the parties hereto consent to the exclusive jurisdiction of the courts of the State of Delaware) for Administrative Agent, any actionsBank, suits or proceedings any Issuing Bank arising out of or relating to this Agreement and the transactions contemplated hereby (and each party hereto agrees not to commence Guaranty or any actionother Loan Document, suit or proceeding relating thereto except in such courts), and further agrees that service for recognition or enforcement 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 courtjudgment thereof. Each party hereto Guarantor hereby irrevocably and unconditionally waives agrees that a final nonappealable judgment in any objection to the laying of venue of any action, suit 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. Each Guarantor agrees that any action or proceeding brought by Parent or any of its Subsidiaries against the Administrative Agent, any Bank, any Issuing Bank, or their Affiliates arising out of or relating to this Agreement or the transactions contemplated hereby, Guaranty shall be brought exclusively in the United States District Courts located Court for the Southern District of New York (or the state courts sitting in the State Borough of Delaware (unless such courts assert no Manhattan in the event the Southern District of New York lacks subject matter jurisdiction), and any appellate court from any thereof. Nothing 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 this Guaranty or to claim in any such court other Loan Document shall affect any right that the Administrative Agent, any such action, suit Bank or any Issuing Bank may otherwise have to bring any action or proceeding brought in relating to this Guaranty or any such court has been brought in an inconvenient forum. Each of the parties hereto also agrees that other Loan Document against any final and unappealable judgment against a party hereto in connection with any action, suit Guarantor or other proceeding shall be conclusive and binding on such party and that such award or judgment may be enforced its properties in any court of competent jurisdiction, either within or outside including the jurisdictions of incorporation of any Guarantor not incorporated in the United States. (b) Each Guarantor irrevocably and unconditionally waives, to the fullest extent permitted by applicable law, any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court referred to in subsection (a) of this Section. A certified or exemplified copy Each of Guarantors hereby irrevocably waives, to the fullest extent permitted by applicable law, the defense of an inconvenient forum to the maintenance of such award action or judgment shall be conclusive evidence of the fact and amount of proceeding in any such award or judgmentcourt.

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. (i) 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 or proceedings in any Action arising out of or relating to this Agreement and or the transactions contemplated hereby (or for recognition or enforcement of any judgment relating to such transactions, 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 shall be heard and determined in such court of the State of New York or, to the extent permitted by Applicable Law, in such Federal court. Each of the Parties agrees that a final judgment in any such Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. (ii) 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 action, suit or proceeding Action arising out of or related to this Agreement or the transactions contemplated herebyhereby in any such New York state or federal court. Each of the Parties hereby irrevocably waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such Action in any such court. Each of the United States District Courts located Parties shall designate and appoint an agent for the service of process 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 New York in connection with any actiondispute arising under this Agreement, suit and agrees to consider any legal process or other proceeding shall be conclusive and binding any demand or notice made or served on such party agent as being made to it. (iii) THE PARTIES EACH HEREBY AGREE TO WAIVE THEIR RESPECTIVE RIGHTS TO JURY TRIAL OF ANY DISPUTE BASED UPON OR ARISING OUT OF THIS AGREEMENT OR ANY OTHER AGREEMENTS RELATING HERETO OR ANY DEALINGS AMONG THEM RELATING TO THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. The scope of this waiver is intended to be all encompassing of any transaction contemplated hereby, including contract claims, tort claims, breach of duty claims, and all other material inducement to enter into a business relationship and that such award or judgment they will continue to rely on the waiver in their related future dealings. Each Party further represents and warrants that it has reviewed this waiver with its legal counsel, and that each knowingly and voluntarily waives its jury trial rights following consultation with legal counsel. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED ORALLY OR IN WRITING, AND THE WAIVER WILL APPLY TO ANY AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT OR TO ANY OTHER DOCUMENTS OR AGREEMENTS RELATING HERETO. In the event of an Action, this Agreement 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 judgmentfiled as a written consent to trial by a court.

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. (a) Each of the parties hereto acknowledges that mediation and arbitration under the provisions of Section 9.14 is intended to be the exclusive method for resolution of disputes arising under this Agreement, and agrees that neither party to this Agreement shall commence any action or proceeding in any court with respect to such dispute, except (i) to enforce Section 9.14; (ii) to obtain provisional judicial assistance in aid of arbitration under Section 9.14; or (iii) to enforce an arbitral award made under Section 9.14. The provisions of Section 9.15(b) through 9.15(d) below and of Section 9.16 shall be interpreted in a manner consistent with the parties' acknowledgment and agreement set forth in the preceding sentence. (b) Each of the parties hereto hereby irrevocably and unconditionally consents to submit submits, for itself and its property, to the exclusive jurisdiction of any New York State court or Federal court of the United States District Court located of America sitting in the State of Delaware (unless such courts assert no jurisdictionNew York City, 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 actions, suits 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 New York 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. (c) 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 New York 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 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 such court. (d) Each party to this Agreement irrevocably consents to service of competent process in any manner permitted by law at such party's address as set forth in Section 9.8. Nothing in this Agreement will affect the right of any party to this Agreement to commence legal proceedings or otherwise proceed against another party in any other 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) Guarantor hereby irrevocably and unconditionally consents to submit submits to the exclusive jurisdiction of the United States District Court located Delaware or any Federal court sitting in the State of Delaware (unless such courts assert no jurisdictionDelaware, solely in which case the parties hereto consent to the exclusive jurisdiction of the courts of the State of Delaware) for connection with any actions, suits action or proceedings proceeding arising out of or relating to this Agreement Guaranty, the Note, the Mortgage and the transactions contemplated any other written agreement governing any Obligation. Guarantor hereby (irrevocably appoints any officer of Purchaser as its agent to receive service of copies of summons and each party hereto agrees not to commence complaints and any action, suit other process which may be served in any action or proceeding relating thereto except arising hereunder or under the Note, the Mortgage and any other written agreement governing any Obligation. Such service may be made by mailing or delivering a copy of such process by registered or certified mail, postage prepaid, to Purchaser at the Purchaser's address set forth in Section 13 hereof, with a copy of such courts)process delivered by certified mail, return receipt requested, to Guarantor at its address set forth in Section 13 hereof, and further Guarantor hereby irrevocably authorizes and directs any officer or employee of the Guarantor to accept such service on its behalf. Guarantor agrees that service a final judgment in any such action or proceeding shall be conclusive, subject to appellate relief, and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. (b) Nothing in this Guaranty shall affect the right of Lender to serve legal process in any other manner permitted by law or affect the right of Lender to bring any action or proceeding against Guarantor or any of its properties in the courts of other jurisdictions to the extent otherwise permitted by the law. (c) To the extent that Guarantor has or hereafter may acquire: (i) any immunity from jurisdiction of any process, summons, notice court of the State of Delaware or document by U.S. registered mail to any Federal court sitting in the addresses set forth herein shall be effective service State of Delaware or from any legal process for out of any such actioncourt (whether through service or notice, suit attachment prior to judgment, attachment in aid of execution, execution or proceeding brought against each party in such court. Each party hereto hereby irrevocably and unconditionally waives otherwise) with respect to itself or its property, or (ii) any objection to the laying of the venue or of an inconvenient forum or any suit, action or proceeding, if brought in the State of Delaware or any Federal court sitting in the State of Delaware under process served in accordance with this Guaranty, the Note, the Mortgage and any other written agreement governing any Obligation. Applicant hereby irrevocably waives such immunity or objection in respect of any actionsuit, suit action or proceeding arising out of or relating to this Agreement or Guaranty, the transactions contemplated herebyNote, 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 Mortgage and unconditionally waives and agrees not to plead or to claim in any such court that other written agreement governing 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 judgmentObligation.

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 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. (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 jurisdictionother manner provided by applicable Laws. (b) 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. (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 other 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, NO 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 SEPARATE ACTION OR OTHER LEGAL DISPUTE IN WHICH A JURY TRIAL CANNOT BE WAIVED. (b) Notwithstanding anything herein to the contrary, no party hereto, nor any of competent jurisdictionits affiliates, either within will bring, or outside support the bringing of, any claim, legal action or proceeding, whether at law or in equity, whether in contract or in tort or otherwise, against any Financing Related Party in any way relating to this Agreement or any of the United States. A certified or exemplified copy of such award or judgment shall be conclusive evidence transactions contemplated by this Agreement, anywhere other than in the Supreme Court of the fact State of New York, County of New York (and amount the appellate courts thereof), or, if under applicable law exclusive jurisdiction is vested in the federal courts, the United States District Court for the Southern District of New York (and the appellate courts thereof). The parties hereto further agree to waive and hereby irrevocably waive, to the fullest extent permitted by law, any objection which it may now have or hereafter have to the laying of venue of, and the defense of an inconvenient forum to the maintenance of, any such award or judgmentaction in any such court and makes the agreements, waivers and consents set forth in Section 10.7(a) mutatis mutandis but with respect to the courts specified in this Section 10.7(b).

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 hereto (a) Without limiting any party’s right to appeal any Order of the Bankruptcy Court, (i) the Bankruptcy Court shall retain exclusive jurisdiction to enforce the terms of this Agreement and to decide any claims or disputes that may arise or result from, or be connected with, this Agreement, any breach or default hereunder, or the Transaction, and (ii) any and all Actions related to the foregoing shall be filed and maintained only in the Bankruptcy Court, and the parties hereby consent to and submit to the jurisdiction and venue of the Bankruptcy Court and shall receive notices at such locations as indicated in Section 10.3; provided, however, that if the Bankruptcy Case has closed, the parties agree to irrevocably and unconditionally consents to submit to the exclusive jurisdiction of the United States District Court located for the Southern District of New York sitting in New York County or the State of Delaware (unless such courts assert no jurisdictionCommercial Division, in which case the parties hereto consent to the exclusive jurisdiction Civil Branch of the courts Supreme Court of the State of DelawareNew York sitting in New York County and any appellate court from any thereof, for the resolution of any such claim or dispute. (b) for Each of the parties hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any actionsobjection which it may now or hereafter have to the laying of venue of any suit, suits action or proceedings proceeding arising out of or relating to this Agreement and or 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 specified in an inconvenient forumSection 10.10(a). Each of the parties hereto also hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. Each of the parties agrees that a judgment in 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 dispute 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. (c) Each of the United Statesparties hereto hereby irrevocably and unconditionally consents to service of process in the manner provided for notices in Section 10.3; provided, however, that such service shall not be effective until the actual receipt thereof by the party being served. A certified or exemplified copy Nothing in this Agreement shall affect the right of such award or judgment shall be conclusive evidence of the fact and amount of such award or judgmentany party to this Agreement to serve process in any other manner permitted by law.

Consent to Jurisdiction, Etc. Each party hereto hereby irrevocably and unconditionally consents Any legal action or proceeding with respect to submit this Guaranty or any other Loan Document shall be brought in the Bankruptcy Court, or to the exclusive jurisdiction of extent that the United States District Bankruptcy Court located in the State of Delaware does not have (unless such courts assert no or abstains from exercising) jurisdiction, in which case the parties hereto consent to the exclusive jurisdiction of the courts of the State of Delaware) New York sitting in New York County or of the United States of America for the Southern District of New York (except as may be expressly provided in any actionsLoan Document governed by any laws other than the laws of the State of New York or with respect to any collateral subject thereto), suits and, by execution and delivery of this Guaranty, each Guarantor hereby accepts for itself and in respect of its property, generally and unconditionally, the exclusive jurisdiction of the aforesaid courts (except as may be expressly provided in any Loan Document governed by any laws other than the laws of the State of New York or with respect to any collateral subject thereto), except that each of the DIP Agent or DIP Lenders may bring legal action 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 other appropriate jurisdictions with respect to the addresses set forth herein shall enforcement of its rights under Loan Documents and/or the Collateral (except as may be effective service expressly provided in any Loan Document governed by any laws other than the laws of process for the State of New York or with respect to any such action, suit or proceeding brought against each party in such courtcollateral subject thereto) to the extent not prohibited by the Bankruptcy Court. Each party The parties hereto hereby irrevocably and unconditionally waives waive any objection, including any objection to the laying of venue or based on the grounds of forum non conveniens, that any of them may now or hereafter have to the bringing of any action, suit such action or proceeding arising out of in such respective jurisdictions. Nothing in this Agreement Guaranty or in any other Loan Document (except as may be expressly provided in any Loan Document governed by any laws other than 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 laws of the State of Delaware). Each party hereby further irrevocably and unconditionally waives and agrees not New York or with respect to plead any collateral subject thereto) shall affect any right that the DIP Agent or any DIP Lender may otherwise have to claim in bring any such court that any such action, suit action or proceeding brought in relating to this Guaranty or any such court has been brought in an inconvenient forum. Each of the parties hereto also agrees that other Loan Document against any final and unappealable judgment against a party hereto in connection with any action, suit Credit Party or other proceeding shall be conclusive and binding on such party and that such award or judgment may be enforced its properties in any court of competent jurisdiction, either within or outside including the jurisdictions of incorporation of any Credit Party not incorporated in 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. (a) Each party hereto hereby Guarantor irrevocably and unconditionally consents to submit submits to the exclusive jurisdiction of the United States District Court located for the Southern District of New York (or the state courts sitting in the State Borough of Delaware (unless such courts assert no Manhattan in the event the Southern District of New York lacks subject matter jurisdiction), and any appellate court from any thereof, in which case any action or proceeding brought by the parties hereto consent to the exclusive jurisdiction of the courts of the State of Delaware) for Administrative Agent or any actions, suits or proceedings Bank arising out of or relating to this Agreement and the transactions contemplated hereby (and each party hereto agrees not to commence Guaranty or any actionother Loan Document, suit or proceeding relating thereto except in such courts), and further agrees that service for recognition or enforcement 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 courtjudgment thereof. Each party hereto Guarantor hereby irrevocably and unconditionally waives agrees that a final nonappealable judgment in any objection to the laying of venue of any action, suit 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. Each Guarantor agrees that any action or proceeding brought by Parent or any of its Subsidiaries against the Administrative Agent, any Bank, or their Affiliates arising out of or relating to this Agreement or the transactions contemplated hereby, Guaranty shall be brought exclusively in the United States District Courts located Court for the Southern District of New York (or the state courts sitting in the State Borough of Delaware (unless such courts assert no Manhattan in the event the Southern District of New York lacks subject matter jurisdiction), and any appellate court from any thereof. Nothing 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 this Guaranty or to claim in any such court other Loan Document shall affect any right that the Administrative Agent or any such action, suit Bank may otherwise have to bring any action or proceeding brought in relating to this Guaranty or any such court has been brought in an inconvenient forum. Each of the parties hereto also agrees that other Loan Document against any final and unappealable judgment against a party hereto in connection with any action, suit Guarantor or other proceeding shall be conclusive and binding on such party and that such award or judgment may be enforced its properties in any court of competent jurisdiction, either within or outside including the jurisdictions of incorporation of any Guarantor not incorporated in the United States. (b) Each Guarantor irrevocably and unconditionally waives, to the fullest extent permitted by applicable law, any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court referred to in subsection (a) of this Section. A certified or exemplified copy Each of Guarantors hereby irrevocably waives, to the fullest extent permitted by applicable law, the defense of an inconvenient forum to the maintenance of such award action or judgment shall be conclusive evidence of the fact and amount of proceeding in any such award or judgmentcourt.

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) 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.

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. (i) 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 or proceedings in any Action arising out of or relating to this Agreement and or the transactions contemplated hereby (or for recognition or enforcement of any judgment relating to such transactions, 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 shall be heard and determined in such court of the State of New York or, to the extent permitted by Applicable Law, in such Federal court. Each of the Parties agrees that a final judgment in any such Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. (ii) 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 action, suit or proceeding Action arising out of or related to this Agreement or the transactions contemplated herebyhereby in any such New York state or federal court. Each of the Parties hereby irrevocably waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such Action in any such court. Each of the United States District Courts located Parties shall designate and appoint an agent for the service of process 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 New York in connection with any actiondispute arising under this Agreement, suit and agrees to consider any legal process or other proceeding shall be conclusive and binding any demand or notice made or served on such party agent as being made to it. (iii) THE PARTIES EACH HEREBY AGREE TO WAIVE THEIR RESPECTIVE RIGHTS TO JURY TRIAL OF ANY DISPUTE BASED UPON OR ARISING OUT OF THIS AGREEMENT OR ANY OTHER AGREEMENTS RELATING HERETO OR ANY DEALINGS AMONG THEM RELATING TO THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. The scope of this waiver is intended to be all encompassing of any transaction contemplated hereby, including contract claims, tort claims, breach of duty claims, and all other material inducement to enter into a business relationship and that such award or judgment they will continue to rely on the waiver in their related future dealings. Each Party further represents and warrants that it has reviewed this waiver with its legal counsel, and that each knowingly and voluntarily waives its jury trial rights following consultation with legal counsel. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED ORALLY OR IN WRITING, AND THE WAIVER WILL APPLY TO ANY AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT OR TO ANY OTHER DOCUMENTS OR AGREEMENTS RELATING HERETO. In the event of an Action, this Agreement may be enforced in any court of competent jurisdiction, either within or outside of the United Statesfiled as a written consent to trial by a court. A certified or exemplified copy of such award or judgment shall be conclusive evidence of the fact and amount of such award or judgment.(m)

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 hereto (a) Without limiting any party's right to appeal any Order of the Bankruptcy Court, (i) the Bankruptcy Court shall retain exclusive jurisdiction to enforce the terms of this Agreement and to decide any claims or disputes that may arise or result from, or be connected with, this Agreement, any breach or default hereunder, or the Transaction, and (ii) any and all Actions related to the foregoing shall be filed and maintained only in the Bankruptcy Court, and the parties hereby consent to and submit to the jurisdiction and venue of the Bankruptcy Court and shall receive notices at such locations as indicated in Section 10.3; provided, however, that if the Bankruptcy Case has closed, the parties agree to irrevocably and unconditionally consents to submit to the exclusive jurisdiction of the United States District Court located for the Southern District of New York sitting in New York County or the State of Delaware (unless such courts assert no jurisdictionCommercial Division, in which case the parties hereto consent to the exclusive jurisdiction Civil Branch of the courts Supreme Court of the State of DelawareNew York sitting in New York County and any appellate court from any thereof, for the resolution of any such claim or dispute. (b) for Each of the parties hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any actionsobjection which it may now or hereafter have to the laying of venue of any suit, suits action or proceedings proceeding arising out of or relating to this Agreement and or 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 specified in an inconvenient forumSection 10.10(a). Each of the parties hereto also hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. Each of the parties agrees that a judgment in 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 dispute 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. (c) Each of the United Statesparties hereto hereby irrevocably and unconditionally consents to service of process in the manner provided for notices in Section 10.3; provided, however, that such service shall not be effective until the actual receipt thereof by the party being served. A certified or exemplified copy Nothing in this Agreement shall affect the right of such award or judgment shall be conclusive evidence of the fact and amount of such award or judgmentany party to this Agreement to serve process in any other manner permitted by law.

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 jurisdictionissued by the Chosen Courts. (ii) TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW WHICH CANNOT BE WAIVED, either within or outside of the United StatesEACH PARTY WAIVES ANY RIGHT TO TRIAL BY JURY ON ANY CLAIMS OR COUNTERCLAIMS ASSERTED IN ANY LEGAL DISPUTE RELATING TO THIS AGREEMENT, WHETHER NOW EXISTING OR HEREAFTER ARISING. IF THE SUBJECT MATTER OF ANY SUCH LEGAL DISPUTE IS ONE IN WHICH THE WAIVER OF JURY TRIAL IS PROHIBITED, NEITHER PARTY 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. FURTHERMORE, NEITHER PARTY 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 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 Action 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 an Action that is filed in accordance with this Section 9(j) is pending before a court, all actions, suits or proceedings with respect to such Action or any other Action, 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 Action, 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(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 ACTION IN WHICH A JURY TRIAL CANNOT BE WAIVED.

Consent to Jurisdiction, Etc. Each party hereto (a) Lend Lease hereby irrevocably and unconditionally consents to submit submits, for itself and its property, to the exclusive jurisdiction of any New York State court or Federal court of the United States District Court located of America sitting in the State of Delaware (unless such courts assert no jurisdictionNew York City, 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 actions, suits action or proceedings proceeding arising out of or relating to this Agreement and Guarantee or the transactions contemplated hereby (and each party hereto agrees not to commence or for recognition or enforcement of any action, suit or proceeding judgment relating thereto except in such courts)thereto, 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 Lend Lease hereby irrevocably and unconditionally waives agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State court or, to the extent permitted by law, in such Federal court. Lend Lease 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) Lend Lease 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 Guarantee or the transactions contemplated herebyhereby in any New York State or Federal court. Lend Lease hereby irrevocably 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 fullest extent permitted by law, the defense of an inconvenient forum to the courts maintenance of the State of Delaware). Each party hereby further irrevocably and unconditionally waives and agrees not to plead such action or to claim proceeding in any such court that court. (c) Lend Lease irrevocably consents to service of process out of the aforementioned courts in any such action, suit action or proceeding brought arising under this Guarantee, by the mailing of copies thereof by certified mail, return receipt requested, postage prepaid, to Lend Lease's address as set forth in Section 10. Nothing in this Guarantee will affect the right of Equitable to serve process 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 judgmentmanner permitted by law.

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 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. 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 hereby (a) The Borrower irrevocably and unconditionally consents agrees that it will not commence any action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, against the Lender or any Indemnitee in any way relating to submit to this Agreement or any other Loan Document or the exclusive jurisdiction transactions relating hereto or thereto, in any forum other than the courts of the State of New York sitting in New York County, and of the United States District Court located for the Southern District of New York sitting in the State New York County, and any appellate court from any thereof, and each of Delaware (unless such courts assert no jurisdiction, in which case the parties hereto consent irrevocably and unconditionally submits to the exclusive jurisdiction of such courts and agrees that all claims in respect of any such action, litigation or proceeding may be heard and determined in such New York State court or, to the fullest extent permitted by applicable Law, in such federal court. Each of the parties hereto agrees that a final judgment in any such action, litigation or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or in any other Loan Document shall affect any right that the Lender may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Document against the Borrower or its properties in the courts of any jurisdiction. (b) The Borrower irrevocably and unconditionally waives, to the State fullest extent permitted by applicable Law, any objection that it may now or hereafter have to the laying of Delaware) for venue of any actions, suits action or proceedings proceeding arising out of or relating to this Agreement and or any other Loan Document in any court referred to in paragraph (a) of this Section. The Borrower hereby irrevocably waives, to the transactions contemplated hereby (and each party hereto agrees not fullest extent permitted by applicable Law, the defense of an inconvenient forum to commence any action, suit the maintenance of such action or proceeding relating thereto except in any such courts), and further agrees that service of any process, summons, notice or document by U.S. registered mail court. (c) The Borrower irrevocably consents to the addresses set forth herein shall be effective service of process in the manner provided for notices in Section 20. Nothing in this Agreement will affect the right of 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 serve process 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.manner permitted by applicable Law

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 any New York State court or Federal court of the United States District Court located of America sitting in the State of Delaware (unless such courts assert no jurisdictionNew York City, 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 actions, suits action or proceedings proceeding arising out of or relating to this Agreement and or the transactions contemplated hereby (including the Financing Sources or debt financing commitments) 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 or causes of action (whether in contract, tort or otherwise) in respect of any such action or proceeding may be heard and determined in such New York State court or, to the extent permitted by Law, in such Federal court. Each of the parties hereto agrees that a final, non-appealable 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 hereby (including 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 Financing Sources or to claim debt financing commitments) in any such court that any such action, suit New York 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 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 hereto hereby irrevocably and unconditionally consents to service of process in the manner provided for notices in this Section 11.16. 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 judgmentany party to this Agreement to serve process in any other manner permitted by Law.

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 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. 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. (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 other 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, 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 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 SEPARATE ACTION OR OTHER LEGAL DISPUTE IN WHICH A JURY TRIAL CANNOT BE WAIVED. (b) Notwithstanding anything herein to the contrary, no party hereto, nor any of competent jurisdictionits affiliates, either within will bring, or outside support the bringing of, any claim, legal action or proceeding, whether at law or in equity, whether in contract or in tort or otherwise, against any Financing Related Party in any way relating to this Agreement or any of the United States. A certified or exemplified copy of such award or judgment shall be conclusive evidence transactions contemplated by this Agreement, anywhere other than in the Supreme Court of the fact State of New York, County of New York (and amount the appellate courts thereof), or, if under applicable law exclusive jurisdiction is vested in the federal courts, the United States District Court for the Southern District of New York (and the appellate courts thereof). The parties hereto further agree to waive and hereby irrevocably waive, to the fullest extent permitted by law, any objection which it may now have or hereafter have to the laying of venue of, and the defense of an inconvenient forum to the maintenance of, any such award or judgmentaction in any such court and makes the agreements, waivers and consents set forth in Section 10.7(a) mutatis mutandis but with respect to the courts specified in this Section 10.7(b).

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 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 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 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 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 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 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 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. (a) Each of the parties hereto agrees that any New York State court or Federal Court sitting in the City and County of New York has jurisdiction to settle any disputes in connection with this Agreement and accordingly submits to the jurisdiction of those courts. 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 in which such party or its assets may be located by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that any party may otherwise have to bring any action or proceeding relating to this Agreement in the courts of any jurisdiction. (b) The Subordinated Guarantor hereby irrevocably appoints National Corporate Research, Ltd. ("NCR") located at 000 X. 00xx Xxxxxx, Xxxxx 000, Xxx Xxxx, XX 00000 (the "PROCESS AGENT") as its agent for service of process before any courts located in the City and County of New York in connection with this Agreement. The Subordinated Guarantor agrees that service may be made by mailing (by a method requiring evidence of receipt) or delivering a copy of such process to the Process Agent at its address set forth above, and the Subordinated Guarantor hereby irrevocably authorizes and directs the Process Agent to accept such service on its behalf. As an alternative method of service, the Company, each Other Obligor and each Subordinated Creditor also irrevocably consents to the service of any and all process in any such action or proceeding by sending copies of such process by mail (by a method requiring evidence of receipt) with a second copy to be sent by courier to the Company or such Other Obligor or Subordinated Creditor being served at its address specified in Section 17. (c) Each of the parties hereto hereby irrevocably and unconditionally consents to submit waives, to the exclusive jurisdiction of the United States District Court located in the State of Delaware (unless such courts assert no jurisdictionfullest extent it may legally and effectively do so, in which case the parties hereto consent any objection that it may now or hereafter have to the exclusive jurisdiction laying of the courts venue of the State of Delaware) for any actionssuit, suits action or proceedings proceeding arising out of or relating to this Agreement and the transactions contemplated hereby (and each party hereto agrees not to commence in any action, suit New York State 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, Federal court sitting in the United States District Courts located in the State City and County 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 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 judgmentcourt.

Consent to Jurisdiction, Etc. (a) Each party hereto hereby Guarantor irrevocably and unconditionally consents to submit submits to the non-exclusive jurisdiction of the United States District Court located for the Southern District of New York (or the state courts sitting in the State Borough of Delaware (unless such courts assert no Manhattan in the event the Southern District of New York lacks subject matter jurisdiction), and any appellate court from any thereof, in which case any action or proceeding brought by the parties hereto consent to the exclusive jurisdiction of the courts of the State of Delaware) for Administrative Agent, any actionsBank, suits or proceedings any Issuing Bank arising out of or relating to this Agreement and the transactions contemplated hereby (and each party hereto agrees not to commence Guaranty or any actionother Loan Document, suit or proceeding relating thereto except in such courts), and further agrees that service for recognition or enforcement 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 courtjudgment thereof. Each party hereto Guarantor hereby irrevocably and unconditionally waives agrees that a final nonappealable judgment in any objection to the laying of venue of any action, suit 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. Each Guarantor agrees that any action or proceeding brought by Parent or any of its Subsidiaries against the Administrative Agent, any Bank, any Issuing Bank, or their Affiliates arising out of or relating to this Agreement or the transactions contemplated hereby, Guaranty shall be brought exclusively in the United States District Courts located Court for the Southern District of New York (or the state courts sitting in the State Borough of Delaware (unless such courts assert no Manhattan in the event the Southern District of New York lacks subject matter jurisdiction), and any appellate court from any thereof. Nothing 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 this Guaranty or to claim in any such court other Loan Document shall affect any right that the Administrative Agent, any such action, suit Bank or any Issuing Bank may otherwise have to bring any action or proceeding brought in relating to this Guaranty or any such court has been brought in an inconvenient forum. Each of the parties hereto also agrees that other Loan Document against any final and unappealable judgment against a party hereto in connection with any action, suit Guarantor or other proceeding shall be conclusive and binding on such party and that such award or judgment may be enforced its properties in any court of competent jurisdiction, either within or outside including the jurisdictions of incorporation of any Guarantor not incorporated in the United States. (b) Each Guarantor irrevocably and unconditionally waives, to the fullest extent permitted by applicable law, any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court referred to in subsection (a) of this Section. A certified or exemplified copy Each of Guarantors hereby irrevocably waives, to the fullest extent permitted by applicable law, the defense of an inconvenient forum to the maintenance of such award action or judgment shall be conclusive evidence of the fact and amount of proceeding in any such award or judgmentcourt.

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 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.