Common use of Consent to Jurisdiction; Service of Process; Waiver of Jury Trial Clause in Contracts

Consent to Jurisdiction; Service of Process; Waiver of Jury Trial. (a) The Company irrevocably submits to the non-exclusive in personam jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement or the Notes. To the fullest extent it may effectively do so under applicable law, the Company irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the in personam jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) The Company consents to process being served in any suit, action or proceeding of the nature referred to in paragraph (a) of this Section 22.3 by mailing a copy thereof by registered or certified mail, postage prepaid, return receipt requested, to the address of the Company specified in Section 18 or at such other address of which you shall then have been notified pursuant to said Section. The Company agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the full extent permitted by law, be taken and held to be valid personal service upon and personal delivery to the Company. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (c) Nothing in this Section 22.3 shall affect the right of any holder of Notes to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (d) Each of the parties hereto waives trial by jury in any action brought on or with respect to this Agreement, the Notes or any other document executed in connection herewith or therewith.

Consent to Jurisdiction; Service of Process; Waiver of Jury Trial. Any proceeding or action based upon, arising out of or related to this Agreement or the transactions contemplated hereby may be brought in the Delaware Chancery Court (a) The Company or, if the Delaware Chancery Court shall be unavailable, any other court of the State of Delaware or, in the case of claims to which the federal courts have exclusive subject matter jurisdiction, any federal court of the United States of America sitting in the State of Delaware), and each of the parties irrevocably submits to the non-exclusive in personam jurisdiction of each such court in any New York State such proceeding or federal court sitting action, waives any objection it may now or hereafter have to personal jurisdiction, venue or to convenience of forum, agrees that all claims in respect of the Borough of Manhattanproceeding or action shall be heard and determined only in any such court, The City of New York, over and agrees not to bring any suit, proceeding or action or proceeding arising out of or relating to this Agreement or the Notes. To the fullest extent it may effectively do so under applicable law, the Company irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the in personam jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought transactions contemplated hereby in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) The Company consents to process being served in any suit, action or proceeding of the nature referred to in paragraph (a) of this Section 22.3 by mailing a copy thereof by registered or certified mail, postage prepaid, return receipt requested, to the address of the Company specified in Section 18 or at such other address of which you shall then have been notified pursuant to said Sectioncourt. The Company agrees that such service upon receipt (i) Nothing herein contained shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the full extent permitted by law, be taken and held to be valid personal service upon and personal delivery to the Company. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (c) Nothing in this Section 22.3 shall affect the right of any holder of Notes party to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Company in the courts of any appropriate jurisdiction law or to enforce in commence legal proceedings or otherwise proceed against any lawful manner a judgment obtained in one jurisdiction other party in any other jurisdiction. (d) Each of the parties hereto waives trial by jury , in each case, to enforce judgments obtained in any action action, suit or proceeding brought on or with respect pursuant to this AgreementSection 13, the Notes and each party agrees that service of process by registered or any other document executed certified mail, return receipt requested, at its address specified in connection herewith or therewithSection 7 is reasonably calculated to give actual notice. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.

Consent to Jurisdiction; Service of Process; Waiver of Jury Trial. (a) The Company irrevocably submits to Each of the non-exclusive in personam jurisdiction of Service Provider, on the one hand, and Company, on the other hand, agrees that any New York State dispute, controversy or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding claim arising out of or relating to this Agreement or the Notestransaction contemplated thereby shall be resolved only in the Courts of the State of New York sitting in the County of New York or the United States District Court for the Southern District of New York and the appellate courts having jurisdiction of appeals in such courts. To In that context, and without limiting the fullest extent it may effectively do so under applicable lawgenerality of the foregoing, each of the Service Provider, Company, by this Agreement irrevocably and unconditionally: (i) submits for itself and its property in any Action relating to this Agreement, or for recognition and enforcement of any judgment in respect thereof, to the exclusive jurisdiction of the Courts of the State of New York sitting in the County of New York, the Company irrevocably waives court of the United States of America for the Southern District of New York and appellate courts having jurisdiction of appeals from any of the foregoing and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the all claims in personam jurisdiction respect of any such Action shall be heard and determined in such New York State court or, to the extent permitted by Law, in such federal court, ; (ii) consents that any such Action may and shall be brought in such courts and waives any objection that it may now or hereafter have to the laying of the venue or jurisdiction of any such suit, action or proceeding brought Action in any such court and any claim or that any such suit, action or proceeding brought in any such court has been Action was brought in an inconvenient forumcourt and agrees not to plead or claim the same; (iii) agrees that service of process in any such Action may be effected by mailing a copy of such process by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such party at its address as provided in Section 9.3; and (iv) agrees that nothing in this Agreement shall affect the right to effect service of process in any other manner permitted by the Laws of the State of New York. (b) The Company consents to process being served in any suitEACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, action or proceeding of the nature referred to in paragraph AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TO THE FULLEST EXTENT PERMITTED BY LAW ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY (aI) of this Section 22.3 by mailing a copy thereof by registered or certified mailCERTIFIES THAT NO REPRESENTATIVE, postage prepaidAGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, return receipt requestedEXPRESSLY OR OTHERWISE, to the address of the Company specified in Section 18 or at such other address of which you shall then have been notified pursuant to said Section. The Company agrees that such service upon receipt THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (iII) shall be deemed in every respect effective service of process upon it in any such suitACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, action or proceeding and (ii) shallAMONG OTHER THINGS, to the full extent permitted by law, be taken and held to be valid personal service upon and personal delivery to the Company. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery serviceTHE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION. (c) Nothing in this Section 22.3 shall affect the right of any holder of Notes to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (d) Each of the parties hereto waives trial by jury in any action brought on or with respect to this Agreement, the Notes or any other document executed in connection herewith or therewith.

Consent to Jurisdiction; Service of Process; Waiver of Jury Trial. (a) The Company irrevocably submits to Each of the non-exclusive in personam jurisdiction of Service Provider, on the one hand, and Company, on the other hand, agrees that any New York State dispute, controversy or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding claim arising out of or relating to this Agreement or the Notestransaction contemplated thereby shall be resolved only in the Courts of the State of New York sitting in the County of New York or the United States District Court for the Southern District of New York and the appellate courts having jurisdiction of appeals in such courts. To In that context, and without limiting the fullest extent it may effectively do so under applicable lawgenerality of the foregoing, each of the Service Provider, Company, by this Agreement irrevocably and unconditionally: (i) submits for itself and its property in any Action relating to this Agreement, or for recognition and enforcement of any judgment in respect thereof, to the exclusive jurisdiction of the Courts of the State of New York sitting in the County of New York, the Company irrevocably waives court of the United States of America for the Southern District of New York and appellate courts having jurisdiction of appeals from any of the foregoing and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the all claims in personam jurisdiction respect of any such Action shall be heard and determined in such New York State court or, to the extent permitted by Law, in such federal court, ; (ii) consents that any such Action may and shall be brought in such courts and waives any objection that it may now or hereafter have to the laying of the venue or jurisdiction of any such suit, action or proceeding brought Action in any such court and any claim or that any such suit, action or proceeding brought in any such court has been Action was brought in an inconvenient forumcourt and agrees not to plead or claim the same; (iii) agrees that service of process in any such Action may be effected by mailing a copy of such process by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such party at its address as provided in Section 8.3; and (iv) agrees that nothing in this Agreement shall affect the right to effect service of process in any other manner permitted by the Laws of the State of New York. (b) The Company consents to process being served in any suitEACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, action or proceeding of the nature referred to in paragraph AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TO THE FULLEST EXTENT PERMITTED BY LAW ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY (aI) of this Section 22.3 by mailing a copy thereof by registered or certified mailCERTIFIES THAT NO REPRESENTATIVE, postage prepaidAGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, return receipt requestedEXPRESSLY OR OTHERWISE, to the address of the Company specified in Section 18 or at such other address of which you shall then have been notified pursuant to said Section. The Company agrees that such service upon receipt THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (iII) shall be deemed in every respect effective service of process upon it in any such suitACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, action or proceeding and (ii) shallAMONG OTHER THINGS, to the full extent permitted by law, be taken and held to be valid personal service upon and personal delivery to the Company. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery serviceTHE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION. (c) Nothing in this Section 22.3 shall affect the right of any holder of Notes to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (d) Each of the parties hereto waives trial by jury in any action brought on or with respect to this Agreement, the Notes or any other document executed in connection herewith or therewith.

Consent to Jurisdiction; Service of Process; Waiver of Jury Trial. (a) The Company Each of the parties irrevocably agrees that any legal action or proceeding arising out of or relating to this Agreement brought by any other party or its successors or assigns shall be brought and determined in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (unless the Delaware Court of Chancery shall decline to accept jurisdiction over a particular matter, in which case, in any Delaware state or federal court within the State of Delaware), and each of the parties hereby irrevocably submits to the non-exclusive in personam jurisdiction of the aforesaid courts for itself and with respect to its property, generally and unconditionally, with regard to any New York State such action or federal court sitting proceeding arising out of or relating to this Agreement and the transactions contemplated by this Agreement. Each of the parties agrees not to commence any action, suit or proceeding relating thereto except in the Borough courts described above in Delaware, other than actions in any court of Manhattancompetent jurisdiction to enforce any judgment, The City decree or award rendered by any such court in Delaware as described herein. Each of New Yorkthe parties 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. Each of the parties hereby irrevocably and unconditionally waives, over and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any suit, action or proceeding arising out of or relating to this Agreement or the Notes. To the fullest extent it may effectively do so under applicable lawtransactions contemplated by this Agreement, the Company irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, (i) any claim that it is not personally subject to the jurisdiction of the courts in personam Delaware as described herein for any reason, (ii) that it or its property is exempt or immune from jurisdiction of any such courtcourt 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 (iii) that (A) the suit, action or proceeding in any objection that it may now or hereafter have to the laying of such court is brought in an inconvenient forum, (B) the venue of any such suit, action or proceeding brought is improper or (C) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Notwithstanding the foregoing, each of the parties hereto hereby agrees that it will not bring or support any action, cause of action, claim, cross-claim or third-party claim of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against lenders party to the Debt Financing Commitment Letters and the Debt Financing Sources in any such court way relating to this Agreement or any of the transactions contemplated by this Agreement, including any dispute arising out of or relating in any way to the Debt Financing or the performance thereof, in any forum other than the Supreme Court of the State of New York, County of New York, or if under applicable law exclusive jurisdiction is vested in the Federal courts, the United States District Court for the Southern District of New York (and any claim the appellate courts thereof) and that the provisions of Section 11.13(b) below regarding a waiver of jury trial shall apply to any such suitaction, action cause of action, claim, cross-claim or proceeding brought in any such court has been brought in an inconvenient forumthird-party claim. (b) The Company consents to process being served in any suitEACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, action or proceeding of the nature referred to in paragraph (a) of this Section 22.3 by mailing a copy thereof by registered or certified mail, postage prepaid, return receipt requested, to the address of the Company specified in Section 18 or at such other address of which you shall then have been notified pursuant to said Section. The Company agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the full extent permitted by law, be taken and held to be valid personal service upon and personal delivery to the Company. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery serviceAND THEREFORE EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. (c) Nothing in this Section 22.3 shall affect the right of any holder of Notes to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (d) Each of the parties hereto waives trial by jury in any action brought on or with respect to this Agreement, the Notes or any other document executed in connection herewith or therewith.

Consent to Jurisdiction; Service of Process; Waiver of Jury Trial. (a) The Company irrevocably submits to the non-exclusive in personam jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding Any claim arising out of or relating to this Agreement or the Notes. To transactions contemplated hereby may be instituted in any of the fullest extent it may effectively do so under applicable lawstate or federal courts located in Delaware, the Company irrevocably waives and each party hereby agrees not to assert, by way of motion, as a defense or otherwise, in any claim such claim, that it it, he or she is not subject personally to the in personam jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been is brought in an inconvenient forum, that the venue of the claim is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court. Each party further irrevocably submits to the jurisdiction of such court in any such claim. (b) The Company consents to Any and all service of process being served and any other notice in any suit, action such claim shall be effective against any party if given personally or proceeding of the nature referred to in paragraph (a) of this Section 22.3 by mailing a copy thereof by registered or certified mail, return receipt requested or by any other means of delivery that requires a signed receipt, postage prepaid, return receipt requested, mailed to the address of the Company specified in Section 18 or at such other address of which you shall then have been notified pursuant to said Sectionparty as herein provided. The Company agrees that such service upon receipt (i) Nothing herein contained shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the full extent permitted by law, be taken and held to be valid personal service upon and personal delivery to the Company. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (c) Nothing in this Section 22.3 shall affect the right of any holder of Notes party to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Company in the courts of any appropriate jurisdiction law or to enforce in commence legal proceedings or otherwise proceed against any lawful manner a judgment obtained in one jurisdiction other party in any other jurisdiction. (c) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY. (d) Each of the parties hereto waives trial by jury in any action brought on or with respect to this AgreementEACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (i) NO REPRESENTATIVE, the Notes or any other document executed in connection herewith or therewithAGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE WAIVER IN SECTION 9.11(c), (ii) SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVER, (iii) SUCH PARTY MAKES SUCH WAIVER VOLUNTARILY AND (iv) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS, AGREEMENTS AND CERTIFICATIONS IN SECTION 9.11(c) AND THIS SECTION 9.11(d).

Consent to Jurisdiction; Service of Process; Waiver of Jury Trial. (a) The Company Each Guarantor irrevocably submits to the non-exclusive nonexclusive in personam jurisdiction of any State of New York State or federal court sitting in the Borough of Manhattan, The City of New YorkYork City, over any suit, action or proceeding arising out of or relating to this Agreement or the NotesGuaranty. To the fullest extent it may effectively do so under applicable lawLaw, the Company each Guarantor irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the in personam jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) The Company Each Guarantor agrees, to the fullest extent it may effectively do so under applicable Law, that a final judgment in any suit, action or proceeding of the nature referred to in paragraph (a) of this Section 7.1 brought in any such court shall be conclusive and binding upon such party, subject to rights of appeal and may be enforced in the courts of the United States of America or the State of New York (or any other courts to the jurisdiction of which such party is or may be subject) by a suit upon such judgment. (c) Each Guarantor consents to process being served in any suit, action or proceeding of the nature referred to in paragraph (a) of this Section 22.3 7.1 by mailing a copy thereof by registered or certified mail, postage prepaid, return receipt requested, to the address of the Company such Guarantor specified in Section 18 8 or at such other address of which you shall then have been notified pursuant to said SectionSection or to any agent for service of process appointed pursuant to the provisions of Section 7.2. The Company Each Guarantor agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the full extent permitted by lawLaw, be taken and held to be valid personal service upon and personal delivery to the Companysuch party. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (cd) Nothing in this Section 22.3 7.1 shall affect the right of any holder of Notes the Administrative Agent or the Secured Parties to serve process in any manner permitted by lawLaw, or limit any right that the holders of any of Administrative Agent or the Notes Secured Parties may have to bring proceedings against the Company any Guarantor in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (de) Each of the parties hereto Guarantor waives trial by jury in any action brought on or with respect to this Agreement, Guaranty or the Notes Financing Documents or any other document executed in connection herewith or therewith. (f) Any payment on account of any amount that is payable hereunder by any Guarantor in Dollars which is made to or for the account of the Administrative Agent or any Secured Party in currency of any other jurisdiction, or in the lawful currency of any other country, whether as a result of any judgment or order or the enforcement thereof or the realization of any security or the liquidation of such party, shall constitute a discharge of such party’s obligation under this Guaranty only to the extent of the amount of Dollars which such Secured Party could purchase in the foreign exchange markets with the amount of currency of such other jurisdiction, or other currency, as the case may be, in accordance with normal banking procedures at the rate of exchange prevailing on the Business Day following receipt of the payment first referred to above. If, the amount of Dollars that could be so purchased is less than the amount of Dollars originally due to the Administrative Agent and/or such Secured Party, each Guarantor agrees, to the full extent permitted by Law, to indemnify and save harmless the Administrative Agent and/or such Secured Party from and against all loss or damage arising out of or as a result of such deficiency. This indemnity shall, to the fullest extent permitted by Law, constitute an obligation separate and independent from the other obligations contained in this Guaranty, shall give rise to a separate and independent cause of action, shall apply irrespective of any indulgence granted by the Administrative Agent and such Secured Party from time to time and, shall continue in full force and effect notwithstanding any judgment or order for a liquidated sum in respect of an amount due hereunder or under any judgment or order.

Consent to Jurisdiction; Service of Process; Waiver of Jury Trial. (a) The Company Each Guarantor irrevocably submits to the non-exclusive nonexclusive in personam jurisdiction of any State of New York State or federal court sitting in the Borough of Manhattan, The City of New YorkYork City, over any suit, action or proceeding arising out of or relating to this Agreement or the NotesGuaranty. To the fullest extent it may effectively do so under applicable lawLaw, the Company each Guarantor irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the in personam jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) The Company Each Guarantor agrees, to the fullest extent it may effectively do so under applicable Law, that a final judgment in any suit, action or proceeding of the nature referred to in paragraph (a) of this Section 7.1 brought in any such court shall be conclusive and binding upon such party, subject to rights of appeal and may be enforced in the courts of the United States of America or the State of New York (or any other courts to the jurisdiction of which such party is or may be subject) by a suit upon such judgment. (c) Each Guarantor consents to process being served in any suit, action or proceeding of the nature referred to in paragraph (a) of this Section 22.3 7.1 by mailing a copy thereof by registered or certified mail, postage prepaid, return receipt requested, to the address of the Company such Guarantor specified in Section 18 8 or at such other address of which you shall then have been notified pursuant to said SectionSection or to any agent for service of process appointed pursuant to the provisions of Section 7.2. The Company Each Guarantor agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the full extent permitted by lawLaw, be taken and held to be valid personal service upon and personal delivery to the Companysuch party. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (cd) Nothing in this Section 22.3 7.1 shall affect the right of any holder of Notes the Administrative Agent or the Secured Parties to serve process in any manner permitted by lawLaw, or limit any right that the holders of any of Administrative Agent or the Notes Secured Parties may have to bring proceedings against the Company any Guarantor in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (de) Each of the parties hereto Guarantor waives trial by jury in any action brought on or with respect to this Agreement, Guaranty or the Notes Financing Documents or any other document executed in connection herewith or therewith.

Consent to Jurisdiction; Service of Process; Waiver of Jury Trial. (a) The Company irrevocably submits Each Party agrees that any proceeding arising out of or relating to the non-exclusive this Agreement or any transaction contemplated hereby shall be brought exclusively in personam jurisdiction of any New York State state or federal court sitting located in the Borough of ManhattanNew York County, The City State of New York, over and each of the Parties hereby submits to the exclusive jurisdiction of such courts for itself and with respect to its property, generally and unconditionally, for the purpose of any suit, action such proceeding. A final judgment in any such proceeding may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Each Party agrees not to commence any proceeding arising out of or relating to this Agreement or the Notes. To transactions contemplated hereby except in the fullest extent it may effectively do so under applicable lawcourts described above (other than actions in any court of competent jurisdiction to enforce any judgment, decree or award rendered by any such court in New York as described above), irrevocably and unconditionally waives any objection to the Company laying of venue of any proceeding arising out of or relating to this Agreement or the transactions contemplated hereby in any such court, and hereby irrevocably and unconditionally waives and agrees not to assert, by way of motion, as a defense plead or otherwise, any claim that it is not subject to the in personam jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forumforum or does not have jurisdiction over any Party. Each Party agrees that service of any process, summons, notice or document by U.S. registered mail to such Party’s respective address set forth in the Purchase Agreement shall be effective service of process for any such proceeding. (b) The Company consents to process being served in any suitEACH PARTY HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, action or proceeding of the nature referred to in paragraph TORT, STATUTE OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE ACTIONS OF SUCH PARTY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT HEREOF. EACH PARTY FURTHER WAIVES ANY RIGHT TO SEEK TO CONSOLIDATE ANY PROCEEDING IN WHICH A JURY TRIAL HAS BEEN WAIVED WITH ANY OTHER PROCEEDING IN WHICH A JURY TRIAL CANNOT OR HAS NOT BEEN WAIVED. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (aI) of this Section 22.3 by mailing a copy thereof by registered or certified mailNO REPRESENTATIVE, postage prepaidAGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED OR WARRANTED, return receipt requestedEXPRESSLY OR OTHERWISE, to the address of the Company specified in Section 18 or at such other address of which you shall then have been notified pursuant to said Section. The Company agrees that such service upon receipt THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (iII) shall be deemed in every respect effective service of process upon it in any such suitEACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, action or proceeding and (iiIII) shallEACH PARTY MAKES THIS WAIVER VOLUNTARILY AND (IV) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, to the full extent permitted by lawAMONG OTHER THINGS, be taken and held to be valid personal service upon and personal delivery to the Company. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery serviceTHE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 10.7. (c) Nothing in this Section 22.3 shall affect the right of any holder of Notes to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (d) Each of the parties hereto waives trial by jury in any action brought on or with respect to this Agreement, the Notes or any other document executed in connection herewith or therewith.

Consent to Jurisdiction; Service of Process; Waiver of Jury Trial. (a) The Company irrevocably submits to the non-exclusive in personam jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement or the Notes. To the fullest extent it may effectively do so under applicable law, the Company irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the in personam jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) The Company consents to process being served in any suit, action or proceeding of the nature referred to in paragraph (a) of this Section 22.3 by mailing a copy thereof by registered or certified mail, postage prepaid, return receipt requested, to the address of the Company such party specified in Section 18 or at such other address of which you shall then have been notified pursuant to said Section. The Company agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the full extent permitted by law, be taken and held to be valid personal service upon and personal delivery to the Companysuch party. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (c) Nothing in this Section 22.3 shall affect the right of any holder of Notes to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (d) Each of the parties hereto waives trial by jury in any action brought on or with respect to this AgreementEACH OF THE PARTIES HERETO WAIVES TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, the Notes or any other document executed in connection herewith or therewithTHE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH.

Consent to Jurisdiction; Service of Process; Waiver of Jury Trial. (a) The To the fullest extent it may effectively do so under applicable law, the Company irrevocably submits to the non-exclusive non‑exclusive in personam jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement or the Notes. To the fullest extent it may effectively do so under applicable law, the Company irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the in personam jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) The Company consents to process being served in any suit, action or proceeding of the nature referred to in paragraph (a) of this Section 22.3 by mailing a copy thereof by registered or certified mail, postage prepaid, return receipt requested, to the address of the Company specified in Section 18 or at such other address of which you shall then have been notified pursuant to said Section. The Company agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the full extent permitted by law, be taken and held to be valid personal service upon and personal delivery to the Company. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (c) Nothing in this Section 22.3 shall affect the right of any holder of Notes to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (d) Each of the parties hereto waives trial by jury in any action brought on or with respect to this AgreementTO THE FULLEST EXTENT IT MAY EFFECTIVELY DO SO UNDER APPLICABLE LAW, the Notes or any other document executed in connection herewith or therewithEACH OF THE PARTIES HERETO WAIVES TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH.

Consent to Jurisdiction; Service of Process; Waiver of Jury Trial. (a) The Company Each of the parties irrevocably agrees that any Action arising out of or relating to this Agreement and the transactions contemplated hereby brought by any other party or its successors or assigns shall be brought and determined in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (unless the Delaware Court of Chancery shall decline to accept jurisdiction over a particular matter, in which case, in any Delaware state or federal court within the State of Delaware), and each of the parties hereby irrevocably submits to the non-exclusive jurisdiction thereof for itself and with respect to its property, generally and unconditionally, with regard to any such Action; provided, however, that any such Action that involves any of the Lenders or the performance of services by any of the Lenders with respect to the Debt Commitment Letter shall be brought and determined in personam jurisdiction of any New York State the state or federal court courts sitting in the Borough of Manhattan, The City county of New York, over State of New York, and each of the parties hereby irrevocably submits to the exclusive jurisdiction thereof for itself and with respect to its property, generally and unconditionally, with regard to any suitsuch Action that involves any of the Lenders or the performance of services by any of the Lenders with respect to the Debt Commitment Letter (such courts selected in accordance with the first sentence of this Section 11.13, action the “Chosen Courts”). Each of the parties agrees not to, and to cause their Controlled Affiliates and Representatives not to, commence any Action arising out of or proceeding relating to this Agreement and the transactions contemplated hereby (including the Debt Financing) except in the Chosen Courts, other than actions in any court of competent jurisdiction to enforce any judgment, decree or award rendered by any such Chosen Court as described herein. Each of the parties 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. Each of the parties hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any Action arising out of or relating to this Agreement or the Notes. To transactions contemplated hereby (including the fullest extent it may effectively do so under applicable lawDebt Financing), the Company irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, (i) any claim that it is not personally subject to the in personam jurisdiction of the Chosen Courts as described herein for any reason, (ii) that it or its property is exempt or immune from jurisdiction of any such courtcourt or from any legal process commenced in such courts (whether through service of notice, any objection attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (iii) that it may now or hereafter have to (A) the laying of the venue of any such suit, action or proceeding brought Action in any such court and any claim that any such suit, action or proceeding brought in any such court has been is brought in an inconvenient forum, (B) the venue of such Action is improper, or (C) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. (b) The Company consents to process being served in any suitEACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT (INCLUDING THE DEBT FINANCING) IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, action or proceeding of the nature referred to in paragraph AND THEREFORE EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT (a) of this Section 22.3 by mailing a copy thereof by registered or certified mail, postage prepaid, return receipt requested, to the address of the Company specified in Section 18 or at such other address of which you shall then have been notified pursuant to said Section. The Company agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the full extent permitted by law, be taken and held to be valid personal service upon and personal delivery to the Company. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery serviceINCLUDING ANY MATTER ARISING OUT OF OR IN CONNECTION WITH THE DEBT FINANCING). (c) Nothing in this Section 22.3 shall affect the right of any holder of Notes to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (d) Each of the parties hereto waives trial by jury in any action brought on or with respect to this Agreement, the Notes or any other document executed in connection herewith or therewith.

Consent to Jurisdiction; Service of Process; Waiver of Jury Trial. (a) The Company irrevocably submits to the non-exclusive in personam jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding Any claim arising out of or relating to this Agreement or the Notes. To transactions contemplated hereby may be instituted in any Federal court in the fullest extent it may effectively do so under applicable lawState of New York, the Company irrevocably waives and each party agrees not to assert, by way of motion, as a defense or otherwise, in any claim such claim, that it is not subject personally to the in personam jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been is brought in an inconvenient forum, that the venue of the claim is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court. Each party further irrevocably submits to the jurisdiction of such court in any such claim. (b) The Company consents to Any and all service of process being served and any other notice in any suit, action such claim shall be effective against any party if given personally or proceeding of the nature referred to in paragraph (a) of this Section 22.3 by mailing a copy thereof by registered or certified mail, postage prepaid, return receipt requested, or by any other means of mail that requires a signed receipt, postage prepaid, mailed to the address of the Company specified in Section 18 or at such other address of which you shall then have been notified pursuant to said Sectionparty as herein provided. The Company agrees that such service upon receipt (i) Nothing herein contained shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the full extent permitted by law, be taken and held to be valid personal service upon and personal delivery to the Company. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (c) Nothing in this Section 22.3 shall affect the right of any holder of Notes party to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Company in the courts of any appropriate jurisdiction Law or to enforce in commence legal proceedings or otherwise proceed against any lawful manner a judgment obtained in one jurisdiction other party in any other jurisdiction. (c) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY. (d) Each of the parties hereto waives trial by jury in any action brought on or with respect to this AgreementEACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE, the Notes or any other document executed in connection herewith or therewithAGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE WAIVER IN SECTION 11.9(C), (II) SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVER, (III) SUCH PARTY MAKES SUCH WAIVER VOLUNTARILY AND (IV) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS, AGREEMENTS AND CERTIFICATIONS IN SECTION 11.9(C) AND THIS SECTION 11.9(D).

Consent to Jurisdiction; Service of Process; Waiver of Jury Trial. (a) The Company Each of the Parties irrevocably agrees that, except as set forth below, any legal action or proceeding arising out of or relating to this Agreement brought by any other Party or its successors or assigns shall be brought and determined in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (unless the Delaware Court of Chancery shall decline to accept jurisdiction over a particular matter, in which case, in any Delaware state or federal court within the State of Delaware), and each of the Parties hereby irrevocably submits to the non-exclusive in personam jurisdiction of the aforesaid courts for itself and with respect to its property, generally and unconditionally, with regard to any New York State such action or federal court sitting proceeding arising out of or relating to this Agreement and the transactions contemplated hereby. Each of the Parties agrees not to commence any action, suit or proceeding relating thereto except in the Borough courts described above in Delaware, other than actions in any court of Manhattancompetent jurisdiction to enforce any judgment, The City decree or award rendered by any such court in Delaware as described herein. Each of New Yorkthe Parties 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. Each of the Parties hereby irrevocably and unconditionally waives, over and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any suit, action or proceeding arising out of or relating to this Agreement or the Notes. To the fullest extent it may effectively do so under applicable lawtransactions contemplated hereby, the Company irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, (i) any claim that it is not personally subject to the jurisdiction of the courts in personam Delaware as described herein for any reason, (ii) that it or its property is exempt or immune from jurisdiction of any such courtcourt 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 (iii) that (A) the suit, action or proceeding in any objection that it may now or hereafter have to the laying of such court is brought in an inconvenient forum, (B) the venue of any such suit, action or proceeding is improper, or (C) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. The parties hereby further agree that the State of New York or the U.S. Federal courts sitting in the borough of Manhattan, City of New York shall have exclusive jurisdiction over any action brought against any Lender or any affiliate thereof (other than an Affiliate of Acquiror) under the Debt Commitment Letter in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forumconnection with the transactions contemplated by this Agreement. (b) The Company consents to process being served in any suitEACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, action or proceeding of the nature referred to in paragraph AND THEREFORE EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT (aINCLUDING ANY ACTIONS INVOLVING ANY LENDER OR ANY AFFILIATE THEREOF (OTHER THAN ANY AFFILIATE OF ACQUIROR) of this Section 22.3 by mailing a copy thereof by registered or certified mail, postage prepaid, return receipt requested, to the address of the Company specified in Section 18 or at such other address of which you shall then have been notified pursuant to said Section. The Company agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the full extent permitted by law, be taken and held to be valid personal service upon and personal delivery to the Company. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery serviceUNDER THE DEBT COMMITMENT LETTER). (c) Nothing in this Section 22.3 shall affect the right of any holder of Notes to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (d) Each of the parties hereto waives trial by jury in any action brought on or with respect to this Agreement, the Notes or any other document executed in connection herewith or therewith.

Consent to Jurisdiction; Service of Process; Waiver of Jury Trial. (a) The Company Each Guarantor irrevocably submits to the non-exclusive nonexclusive in personam jurisdiction of any State of New York State or federal court sitting in the Borough of Manhattan, The City of New YorkYork City, over any suit, action or proceeding arising out of or relating to this Agreement or the NotesGuaranty. To the fullest extent it may effectively do so under applicable law, the Company each Guarantor irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the in personam jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) The Company consents Each Guarantor agrees, to process being served the fullest extent it may effectively do so under applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in paragraph (a) of this Section 22.3 7.1 brought in any such court shall be conclusive and binding upon such party, subject to rights of appeal and may be enforced in the courts of the United States of America or the State of New York (or any other courts to the jurisdiction of which such party is or may be subject) by a suit upon such judgment. (c) Each Guarantor consents to process being served in any suit,action or proceeding of the nature referred to in paragraph (a) of this Section 7.1 by mailing a copy thereof by registered or certified mail, postage prepaid, return receipt requested, to the address of the Company such Guarantor specified in Section 18 8 or at such other address of which you shall then have been notified pursuant to said Section. The Company agrees that such service upon receipt (i) shall be deemed in every respect effective Section or to any agent for service of process upon it in any such suit, action or proceeding and (ii) shall, appointed pursuant to the full extent permitted by law, be taken and held to be valid personal service upon and personal delivery to the Company. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery serviceprovisions of Section 7. (c) Nothing in this Section 22.3 shall affect the right of any holder of Notes to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (d) Each of the parties hereto waives trial by jury in any action brought on or with respect to this Agreement, the Notes or any other document executed in connection herewith or therewith.

Consent to Jurisdiction; Service of Process; Waiver of Jury Trial. (a) The Company irrevocably submits to the non-exclusive in personam jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any Any suit, action or other proceeding arising out of or relating to this Agreement or any transaction contemplated hereby shall be brought exclusively in the Notes. To state courts in New York County, New York or in the fullest extent it may effectively do so under applicable lawevent (but only in the event) that such court does not have subject matter jurisdiction over such action, the Company United States District Court for the Southern District of New York, and each of the Parties hereto hereby irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject submits to the in personam exclusive jurisdiction of any such court, any objection that it may now or hereafter have to courts for the laying of the venue purpose of any such suit, action or proceeding brought other proceeding. A final judgment in any such court and any claim that any such suit, action or other proceeding may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Xxx. Each Party 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 such courts, and hereby irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum. (b) The Company consents to process being served in any suit, action or proceeding of the nature referred to in paragraph (a) of this Section 22.3 by mailing a copy thereof by registered or certified mail, postage prepaid, return receipt requested, to the address of the Company specified in Section 18 or at such other address of which you shall then have been notified pursuant to said Section. The Company Each Party further agrees that service of any process, summons, notice or document by U.S. registered mail to such service upon receipt (i) Party’s respective address set forth herein shall be deemed in every respect effective service of process upon it in for any such suitaction, action suit or proceeding and (ii) shall, to the full extent permitted by law, be taken and held to be valid personal service upon and personal delivery to the Companyproceeding. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (c) Nothing in this Section 22.3 8.10, however, shall affect the right of any holder of Notes Party to serve legal process in any other manner permitted by lawLaw. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, or limit any right that the holders of any of the Notes may have to bring proceedings against the Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdictionPROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREBY OR THE ACTIONS OF SUCH PARTY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT HEREOF. (d) Each of the parties hereto waives trial by jury in any action brought on or with respect to this Agreement, the Notes or any other document executed in connection herewith or therewith.

Consent to Jurisdiction; Service of Process; Waiver of Jury Trial. (a) The Company Each Guarantor irrevocably submits to the non-exclusive nonexclusive in personam jurisdiction of any State of New York State or federal court sitting in the Borough of Manhattan, The City of New YorkYork City, over any suit, action or proceeding arising out of or relating to this Agreement or the NotesGuaranty. To the fullest extent it may effectively do so under applicable law, the Company each Guarantor irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the in personam jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) The Company Each Guarantor agrees, to the fullest extent it may effectively do so under applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in paragraph (a) of this Section 7.1 brought in any such court shall be conclusive and binding upon such party, subject to rights of appeal and may be enforced in the courts of the United States of America or the State of New York (or any other courts to the jurisdiction of which such party is or may be subject) by a suit upon such judgment. (c) Each Guarantor consents to process being served in any suit, action or proceeding of the nature referred to in paragraph (a) of this Section 22.3 7.1 by mailing a copy thereof by registered or certified mail, postage prepaid, return receipt requested, to the address of the Company such Guarantor specified in Section 18 8 or at such other address of which you shall then have been notified pursuant to said SectionSection or to any agent for service of process appointed pursuant to the provisions of Section 7.2. The Company Each Guarantor agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the full extent permitted by law, be taken and held to be valid personal service upon and personal delivery to the Companysuch party. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (cd) Nothing in this Section 22.3 7.1 shall affect the right of any holder of Notes the Administrative Agent or the Lenders to serve process in any manner permitted by law, or limit any right that the holders of any of Administrative Agent or the Notes Lenders may have to bring proceedings against the Company any Guarantor in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (de) Each of the parties hereto Guarantor waives trial by jury in any action brought on or with respect to this Agreement, Guaranty or the Notes Loan Documents or any other document executed in connection herewith or therewith.

Consent to Jurisdiction; Service of Process; Waiver of Jury Trial. (a) The Company Guarantor hereby irrevocably submits and unconditionally submits, for itself and its property, to the non-exclusive in personam jurisdiction of any Florida, New York or Virginia State court or federal Federal court of the United States of America sitting in Florida, Virginia or the Borough of Manhattan, The City Southern District of New York, over and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Guaranty or the Lease Documents, or for recognition or enforcement of any judgment, and irrevocably and unconditionally consents to all claims in respect to any such action or proceeding being heard and determined in such Florida, New York or Virginia court or, to the extent permitted by law, in such Federal court. The Guarantor 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 Guaranty or the NotesLease Documents in any Florida, Virginia or New York State or Federal court. To The Guarantor hereby irrevocably waives, to the fullest extent it may effectively do so under applicable permitted by law, the Company irrevocably waives and agrees not to assert, by way defense of motion, as a defense or otherwise, any claim that it is not subject an inconvenient forum to the maintenance of such action or proceeding in personam jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) . The Company Guarantor consents to process being served in any suit, action or proceeding of the nature referred to in paragraph (a) of this Section 22.3 above by sending copy thereof by any commercial delivery service or by mailing a the copy thereof by registered or certified United States mail, postage prepaid, return receipt requested, postage prepaid, to the address of the Company Guarantor specified in Section 18 or at such other address of which you shall then have been notified designated pursuant to said SectionSection 6.3 hereof. The Company Guarantor agrees that such service upon receipt (i1) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii2) shall, to the full fullest extent permitted by law, be taken and held to be valid personal service upon and personal delivery to the CompanyGuarantor. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (c) . Nothing in this Section 22.3 6.7 shall affect the right of any holder of Notes Obligee to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes Obligee may have to bring proceedings against the Company Guarantor in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction and in any other jurisdiction. THE GUARANTOR WAIVES TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS GUARANTY, THE LEASE DOCUMENTS OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH. (d) Each of the parties hereto waives trial by jury in any action brought on or with respect to this Agreement, the Notes or any other document executed in connection herewith or therewith.

Consent to Jurisdiction; Service of Process; Waiver of Jury Trial. (a) The Company irrevocably submits to the non-exclusive in personam jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement or the NotesNotes or the Warrants. To the fullest extent it may effectively do so under applicable law, the Company irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the in personam jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) The Company consents to process being served in any suit, action or proceeding of the nature referred to in paragraph (a) of this Section 22.3 by mailing a copy thereof by registered or certified mail, postage prepaid, return receipt requested, to the address of the Company such party specified in Section 18 or at such other address of which you shall then have been notified pursuant to said Section. The Company agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the full extent permitted by law, be taken and held to be valid personal service upon and personal delivery to the Companysuch party. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (c) Nothing in this Section 22.3 shall affect the right of any holder of Notes or Warrants to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes or Warrants may have to bring proceedings against the Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (d) Each of the parties hereto waives trial by jury in any action brought on or with respect to this AgreementEACH OF THE PARTIES HERETO WAIVES TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, the Notes or any other document executed in connection herewith or therewithTHE NOTES, THE WARRANTS OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH.

Consent to Jurisdiction; Service of Process; Waiver of Jury Trial. (a) The Company Each party to this Agreement (i) irrevocably and unconditionally submits to the non-exclusive in personam personal jurisdiction of the federal courts of the United States of America located in the State of Delaware and the Court of Chancery of the State of Delaware, (ii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any New York State such court, (iii) agrees that any actions or proceedings arising in connection with this Agreement or the Contemplated Transactions shall be brought, tried and determined only in the Delaware Court of Chancery (or, only if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court sitting in within the Borough State of ManhattanDelaware), The City (iv) waives any claim of New York, over improper venue or any suit, claim that those courts are an inconvenient forum and (v) agrees that it will not bring any action or proceeding arising out of or relating to this Agreement or the NotesContemplated Transactions in any court other than the aforesaid courts. To Each of the parties hereto hereby agrees (a) 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 (b) that, to the fullest extent it may effectively do so under permitted by applicable law, the Company irrevocably waives service of process may also be made on such party by prepaid certified or registered mail, and agrees not that service made pursuant to assert, by way of motion, as a defense clause (a) or otherwise, any claim that it is not subject (b) above shall to the in personam jurisdiction fullest extent permitted by applicable law have the same legal force and effect as if served upon such party personally within the State of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forumDelaware. (b) The Company consents to process being served in any suitEACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, action or proceeding of the nature referred to in paragraph (a) of this Section 22.3 by mailing a copy thereof by registered or certified mail, postage prepaid, return receipt requested, to the address of the Company specified in Section 18 or at such other address of which you shall then have been notified pursuant to said Section. The Company agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the full extent permitted by law, be taken and held to be valid personal service upon and personal delivery to the Company. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery serviceAND THEREFORE EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY. (c) Nothing in this Section 22.3 shall affect the right of any holder of Notes to serve process in any manner permitted by lawEACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (i) NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, or limit any right that the holders of any of the Notes may have to bring proceedings against the Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdictionEXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE WAIVER IN SECTION 12.1(b), (ii) SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVER, (iii) SUCH PARTY MAKES SUCH WAIVER VOLUNTARILY AND (iv) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS, AGREEMENTS AND CERTIFICATIONS IN SECTION 12.1(b) AND THIS SECTION 12.1(c). (d) Each of the parties hereto waives trial by jury in any action brought on or with respect to this Agreement, the Notes or any other document executed in connection herewith or therewith.

Consent to Jurisdiction; Service of Process; Waiver of Jury Trial. (a) The To the fullest extent it may effectively do so under applicable law, the Company irrevocably submits to the non-exclusive non‑exclusive in personam jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement or the Notes. To the fullest extent it may effectively do so under applicable law, the Company irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the in personam jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) The Company consents to process being served in any suit, action or proceeding of the nature referred to in paragraph (a) of this Section 22.3 by mailing a copy thereof by registered or certified mail, postage prepaid, return receipt requested, to the address of the Company specified in Section 18 or at such other address of which you shall then have been notified pursuant to said Section. The Company agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the full extent permitted by law, be taken and held to be valid personal service upon and personal delivery to the Company. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (c) Nothing in this Section 22.3 shall affect the right of any holder of Notes to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (d) Each To the fullest extent it may effectively do so under applicable law, each of the parties hereto waives trial by jury in any action brought on or with respect to this Agreement, the Notes or any other document executed in connection herewith or therewith.

Consent to Jurisdiction; Service of Process; Waiver of Jury Trial. (a) The Company irrevocably submits to Each of the non-exclusive in personam jurisdiction of Contributors and the Investors agrees that any New York State dispute, controversy or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding claim arising out of or relating to this Agreement or the Notestransaction contemplated thereby shall be resolved only in the Courts of the State of New York sitting in the County of New York or the United States District Court for the Southern District of New York and the appellate courts having jurisdiction of appeals in such courts. To In that context, and without limiting the fullest extent it may effectively do so under applicable lawgenerality of the foregoing, each of the Contributors and the Investors by this Agreement irrevocably and unconditionally: (i) submits for itself and its property in any Action relating to this Agreement, or for recognition and enforcement of any judgment in respect thereof, to the exclusive jurisdiction of the Courts of the State of New York sitting in the County of New York, the Company irrevocably waives court of the United States of America for the Southern District of New York, and appellate courts having jurisdiction of appeals from any of the foregoing, and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the all claims in personam jurisdiction respect of any such Action shall be heard and determined in such New York State court or, to the extent permitted by Law, in such federal court, ; (ii) consents that any such Action may and shall be brought in such courts and waives any objection that it may now or hereafter have to the laying of the venue or jurisdiction of any such suit, action or proceeding brought Action in any such court and any claim or that any such suit, action or proceeding brought in any such court has been Action was brought in an inconvenient forumcourt and agrees not to plead or claim the same; (iii) agrees that service of process in any such Action may be effected by mailing a copy of such process by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such party at its address as provided in Section 10.2; and (iv) agrees that nothing in this Agreement, or any Related Document shall affect the right to effect service of process in any other manner permitted by the Laws of the State of New York. (b) The Company consents to process being served in any suitEACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, action or proceeding of the nature referred to in paragraph AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE RELATED DOCUMENTS OR ANY OTHER TRANSACTION AGREEMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EACH PARTY (aI) of this Section 22.3 by mailing a copy thereof by registered or certified mailCERTIFIES THAT NO REPRESENTATIVE, postage prepaidAGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, return receipt requestedEXPRESSLY OR OTHERWISE, to the address of the Company specified in Section 18 or at such other address of which you shall then have been notified pursuant to said Section. The Company agrees that such service upon receipt THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (iII) shall be deemed in every respect effective service of process upon it in any such suitACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT, action or proceeding and (ii) shallTHE RELATED DOCUMENTS AND ANY OTHER TRANSACTION AGREEMENTS BY, to the full extent permitted by lawAMONG OTHER THINGS, be taken and held to be valid personal service upon and personal delivery to the Company. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery serviceTHE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 10.13. (c) Nothing in this Section 22.3 shall affect the right of any holder of Notes to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (d) Each of the parties hereto waives trial by jury in any action brought on or with respect to this Agreement, the Notes or any other document executed in connection herewith or therewith.

Consent to Jurisdiction; Service of Process; Waiver of Jury Trial. (a) The Company irrevocably submits to the non-exclusive in personam jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding Any claim arising out of or relating to this Agreement or the Notes. To transactions contemplated by this Agreement (other than claims solely and exclusively arising from any provision in any MOA, which shall be brought in the fullest extent it manner contemplated by such MOA) may effectively do so under applicable lawbe instituted in any Federal court in the State of New York, the Company irrevocably waives and each party agrees not to assert, by way of motion, as a defense or otherwise, in any such claim that it is not subject personally to the in personam jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been is brought in an inconvenient forum, that the venue of the claim is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court. Each party further irrevocably submits to the jurisdiction of such court in any such claim. Any dispute related to the provisions of Annex C shall be subject to arbitration pursuant to Clause 16(b) of the MOA which is incorporated herein by reference. (b) The Company consents to Any and all service of process being served and any other notice in any suit, action such claim shall be effective against any party if given personally or proceeding of the nature referred to in paragraph (a) of this Section 22.3 by mailing a copy thereof by registered or certified mail, postage prepaid, return receipt requested, or by any other means of mail that requires a signed receipt, postage prepaid, mailed to the address of the Company specified in Section 18 or at such other address of which you shall then have been notified pursuant to said Sectionparty as herein provided. The Company agrees that such service upon receipt (i) Nothing herein contained shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the full extent permitted by law, be taken and held to be valid personal service upon and personal delivery to the Company. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (c) Nothing in this Section 22.3 shall affect the right of any holder of Notes party to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Company in the courts of any appropriate jurisdiction Law or to enforce in commence legal proceedings or otherwise proceed against any lawful manner a judgment obtained in one jurisdiction other party in any other jurisdiction. (c) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND, THEREFORE, EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. (d) Each of the parties hereto waives trial by jury in any action brought on or with respect to this AgreementEACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (i) NO REPRESENTATIVE, the Notes or any other document executed in connection herewith or therewithAGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE WAIVER IN SECTION 11.1(c), (ii) SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVER, (iii) SUCH PARTY MAKES SUCH WAIVER VOLUNTARILY AND (iv) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS, AGREEMENTS AND CERTIFICATIONS IN SECTION 11.1(c) AND THIS SECTION 11.1(d).

Consent to Jurisdiction; Service of Process; Waiver of Jury Trial. (a) The Company irrevocably submits to the non-exclusive exclusive, in personam jurisdiction of any New York State Delaware state or federal court sitting in the Borough of Manhattan, The City of New Yorkcourt, over any suit, action or proceeding arising out of or relating to this Agreement or the Notes. To the fullest extent it may effectively do so under applicable law, the Company irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the in personam jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) The Company consents to process being served in any suit, action or proceeding of the nature referred to in paragraph (a) of this Section 22.3 by mailing a copy thereof by registered or certified mail, postage prepaid, return receipt requested, to the address of the Company specified in Section 18 or at such other address of which you shall then have been notified pursuant to said Section. The Company agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the full extent permitted by law, be taken and held to be valid personal service upon and personal delivery to the Company. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (c) Nothing in this Section 22.3 13 shall affect the right of any holder of Notes to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (dc) Each of the parties hereto waives trial by jury in any action brought on or with respect to this AgreementEACH OF THE PARTIES HERETO WAIVES TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, the Notes or any other document executed in connection herewith or therewithTHE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH.

Consent to Jurisdiction; Service of Process; Waiver of Jury Trial. (a) The Company irrevocably submits Except for the matters to be decided by the Arbitration Firm pursuant to Section 2.10(a)(ii), the Parties hereby submit to the non-exclusive in personam jurisdiction of any New York State or the federal court sitting and state courts located in the Borough State of ManhattanDelaware in respect of the interpretation and enforcement of the provisions of this Agreement and the Ancillary Agreements and hereby waive, The City and agree not to assert, any defense in any action, suit or proceeding for the interpretation or enforcement of New Yorkthis Agreement and any Ancillary Agreement, over any that they are not subject thereto or that such action, suit or proceeding may not be brought or is not maintainable in such courts or that this Agreement may not be enforced in or by such courts or that their property is exempt or immune from execution, that the suit, action or proceeding arising out of is brought in an inconvenient forum, or relating to this Agreement or the Notes. To the fullest extent it may effectively do so under applicable law, the Company irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the in personam jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such the suit, action or proceeding brought in any such court and any claim that any such suit, action is improper. Service of process with respect thereto may be made upon Parent or proceeding brought in any such court has been brought in an inconvenient forum. (b) The Company consents to process being served in any suit, action or proceeding of the nature referred to in paragraph (a) of this Section 22.3 Members by mailing a copy thereof by registered or certified mail, postage prepaid, return receipt requested, to the such Party at its address of the Company specified as provided in Section 18 or at such other address of which you shall then have been notified pursuant to said Section. The Company agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the full extent permitted by law, be taken and held to be valid personal service upon and personal delivery to the Company. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service8.5 hereof. (cb) Nothing in this Section 22.3 shall affect the right of any holder of Notes to serve process in any manner permitted by lawEACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, or limit any right that the holders of any of the Notes may have to bring proceedings against the Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdictionAND THEREFORE, EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTIONS, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE OF THE OTHER PARTIES HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH PARTY WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF AN ACTION; (B) SUCH PARTY HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER; (C) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY; AND (D) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 8.10. (d) Each of the parties hereto waives trial by jury in any action brought on or with respect to this Agreement, the Notes or any other document executed in connection herewith or therewith.

Consent to Jurisdiction; Service of Process; Waiver of Jury Trial. (a) The Company irrevocably submits to the non-exclusive in personam jurisdiction of any New York State or federal court sitting in the Borough of ManhattanEACH PARTY HEREBY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE FEDERAL OR STATE COURTS SITTING IN THE STATE OF CALIFORNIA IN RESPECT OF ANY ACTION, The City of New YorkSUIT OR PROCEEDING ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, over any suitAND AGREES THAT ANY SUCH ACTION, action or proceeding arising out of or relating to this Agreement or the Notes. To the fullest extent it may effectively do so under applicable lawSUIT OR PROCEEDING SHALL BE BROUGHT ONLY IN SUCH COURTS (AND WAIVES AND AGREES NOT TO ASSERT ANY OBJECTION BASED ON FORUM NON CONVENIENS OR ANY OTHER OBJECTION TO VENUE THEREIN OR JURISDICTION THEREOF); PROVIDED, the Company irrevocably waives and agrees not to assertHOWEVER, by way of motion, as a defense or otherwise, any claim that it is not subject to the in personam jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forumTHAT SUCH CONSENT TO JURISDICTION IS SOLELY FOR THE PURPOSE REFERRED TO IN THIS SECTION 11.4 AND SHALL NOT BE DEEMED TO BE A GENERAL SUBMISSION TO THE JURISDICTION OF SAID COURTS OR IN THE STATE OF DELAWARE OTHER THAN FOR SUCH PURPOSE. (b) The Company consents to Any and all process being may be served in any suitaction, action suit or proceeding arising in connection with this Agreement by complying with the provisions of the nature referred to in paragraph (a) of this Section 22.3 by mailing a copy thereof by registered or certified mail, postage prepaid, return receipt requested, to the address of the Company specified in Section 18 or at such other address of which you shall then have been notified pursuant to said Section11.7. The Company agrees that such service upon receipt (i) shall be deemed in every respect effective Such service of process upon it shall have the same effect as if the Party being served were a resident in any the State of Delaware and had been lawfully served with such suit, action or proceeding and (ii) shall, to the full extent permitted process in such jurisdiction. The Parties hereby waive all claims of error by law, be taken and held to be valid personal service upon and personal delivery to the Companyreason of such service. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (c) Nothing in this Section 22.3 herein shall affect the right of any holder of Notes party to serve process in any other manner permitted by law, law or limit any right that the holders of any of the Notes may have to bring commence legal proceedings or otherwise proceed against the Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction other in any other jurisdictionjurisdiction to enforce judgments or rulings of the aforementioned courts. (dc) Each of the parties hereto waives trial by jury in any action brought on or with respect to this AgreementEACH PARTY HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, the Notes or any other document executed in connection herewith or therewithUNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY HEREBY (A) CERTIFIES THAT NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY, AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 11.4.

Consent to Jurisdiction; Service of Process; Waiver of Jury Trial. (a) The Company irrevocably submits to the non-exclusive in personam jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding Any claim arising out of or relating to this Agreement or the Notes. To transactions contemplated hereby may be instituted in any Federal court in the fullest extent it may effectively do so under applicable lawState of New York, the Company irrevocably waives and each party agrees not to assert, by way of motion, as a defense or otherwise, in any claim such claim, that it is not subject personally to the in personam jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been is brought in an inconvenient forum, that the venue of the claim is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court. Each party further irrevocably submits to the jurisdiction of such court in any such claim. (b) The Company consents to Any and all service of process being served and any other notice in any suit, action such claim shall be effective against any party if given personally or proceeding of the nature referred to in paragraph (a) of this Section 22.3 by mailing a copy thereof by registered or certified mail, postage prepaid, return receipt requested, or by any other means of mail that requires a signed receipt, postage prepaid, mailed to the address of the Company specified in Section 18 or at such other address of which you shall then have been notified pursuant to said Sectionparty as herein provided. The Company agrees that such service upon receipt (i) Nothing herein contained shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the full extent permitted by law, be taken and held to be valid personal service upon and personal delivery to the Company. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (c) Nothing in this Section 22.3 shall affect the right of any holder of Notes party to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Company in the courts of any appropriate jurisdiction law or to enforce in commence legal proceedings or otherwise proceed against any lawful manner a judgment obtained in one jurisdiction other party in any other jurisdiction. (c) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY. (d) Each of the parties hereto waives trial by jury in any action brought on or with respect to this AgreementEACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (i) NO REPRESENTATIVE, the Notes or any other document executed in connection herewith or therewithAGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE WAIVER IN Section 9.3(c), (ii) SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVER, (iii) SUCH PARTY MAKES SUCH WAIVER VOLUNTARILY AND (iv) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS, AGREEMENTS AND CERTIFICATIONS IN Section 9.3(c) AND THIS Section 9.3(d).

Consent to Jurisdiction; Service of Process; Waiver of Jury Trial. (a) The Company irrevocably submits to the non-exclusive in personam jurisdiction of Each party hereto agrees that any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding Proceeding arising out of or relating to this Agreement shall be brought exclusively in any state or federal court located in New York County, State of New York and each of the NotesParties hereby submits to the exclusive jurisdiction of such courts for itself and with respect to its property, generally and unconditionally, for the purpose of any such Proceeding. To A final judgment in any such Proceeding may be enforced in other jurisdictions by suit on the fullest extent it may effectively do so under applicable lawjudgment or in any other manner provided by Law. Each party hereto agrees not to commence any Proceeding arising out of or relating to this Agreement, except in the Company courts described above (other than actions in any court of competent jurisdiction to enforce any judgment, decree or award rendered by any such court in New York as described above), irrevocably and unconditionally waives any objection to the laying of venue of any Proceeding arising out of or relating to this Agreement in any such court, and hereby irrevocably and unconditionally waives and agrees not to assert, by way of motion, as a defense plead or otherwise, any claim that it is not subject to the in personam jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding Proceeding brought in any such court has been brought in an inconvenient forumforum or does not have jurisdiction over any party hereto. Each party hereto agrees that service of any process, summons, notice or document by U.S. registered mail to such party’s respective address set forth herein shall be effective service of process for any such Proceeding. (b) The Company consents to process being served in any suitEACH PARTY HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, action or proceeding of the nature referred to in paragraph TORT, STATUTE OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE ACTIONS OF SUCH PARTY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT HEREOF. EACH PARTY HERETO FURTHER WAIVES ANY RIGHT TO SEEK TO CONSOLIDATE ANY PROCEEDING IN WHICH A JURY TRIAL HAS BEEN WAIVED WITH ANY OTHER PROCEEDING IN WHICH A JURY TRIAL CANNOT OR HAS NOT BEEN WAIVED. EACH PARTY HERETO CERTIFIES AND ACKNOWLEDGES THAT (aI) of this Section 22.3 by mailing a copy thereof by registered or certified mailNO REPRESENTATIVE, postage prepaidAGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED OR WARRANTED, return receipt requestedEXPRESSLY OR OTHERWISE, to the address of the Company specified in Section 18 or at such other address of which you shall then have been notified pursuant to said Section. The Company agrees that such service upon receipt THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (iII) shall be deemed in every respect effective service of process upon it in any such suitEACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, action or proceeding and (iiIII) shallEACH PARTY MAKES THIS WAIVER VOLUNTARILY AND (IV) EACH PARTY HERETO HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, to the full extent permitted by lawAMONG OTHER THINGS, be taken and held to be valid personal service upon and personal delivery to the Company. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery serviceTHE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 9.7. (c) Nothing in this Section 22.3 shall affect the right of any holder of Notes to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (d) Each of the parties hereto waives trial by jury in any action brought on or with respect to this Agreement, the Notes or any other document executed in connection herewith or therewith.

Consent to Jurisdiction; Service of Process; Waiver of Jury Trial. (a) The Company irrevocably submits to the non-exclusive in personam jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any Any suit, action or other proceeding arising out of or relating to this Agreement or any transaction contemplated hereby shall be brought exclusively in the Notes. To Delaware Court of Chancery in New Castle County, or in the fullest extent it may effectively do so under applicable lawevent (but only in the event) that such court does not have subject matter jurisdiction over such action, the Company United States District Court for the District of Delaware, and each of the parties hereto hereby irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject submits to the in personam exclusive jurisdiction of any such court, any objection that it may now or hereafter have to courts for the laying of the venue purpose of any such suit, action or proceeding brought other proceeding. A final judgment in any such court and any claim that any such suit, action or other proceeding may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each party 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 such courts, and hereby irrevocably and unconditionally waives and agrees not to plead or 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 party further agrees that service of any process, summons, notice or document by U.S. registered mail to such party’s respective address set forth herein shall be effective service of process for any such action, suit or proceeding. (b) The Company consents to process being served in any suit, action or proceeding of Notwithstanding the nature referred to in paragraph (a) foregoing provisions of this Section 22.3 9.8, any action, suit, proceeding or claim of any kind or nature, whether at law or equity, in contract, in tort or otherwise, against any Financing Party in connection with this Agreement, the Financing or the transactions contemplated by mailing a copy thereof by registered the Financing shall be brought exclusively in any New York state or certified mailfederal court located in the Borough of Manhattan. Each party hereby irrevocably submits with regard to any such action, postage prepaidsuit, return receipt requestedproceeding or claim for itself and in respect of its property, generally and unconditionally, to the address personal jurisdiction of the Company specified in Section 18 or at such other address of which you shall then have been notified pursuant to said Section. The Company aforesaid courts and agrees that it will not bring any such service upon receipt (i) shall be deemed in every respect effective service of process upon it action, suit, proceeding or claim relating to this Agreement, the Financing or the transactions contemplated by the Financing in any such suit, action or proceeding and (ii) shall, to court other than the full extent permitted by law, be taken and held to be valid personal service upon and personal delivery to the Company. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery serviceaforesaid courts. (c) Nothing in this Section 22.3 shall affect the right of any holder of Notes to serve process in any manner permitted by lawEACH PARTY HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, or limit any right that the holders of any of the Notes may have to bring proceedings against the Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdictionPROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREBY (INCLUDING THE FINANCING OR TRANSACTIONS CONTEMPLATED BY THE FINANCING) OR THE ACTIONS OF SUCH PARTY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT HEREOF. EACH PARTY HEREBY ACKNOWLEDGES AND CERTIFIES THAT (I) NO REPRESENTATIVE, AGENT OR ATTORNEY OF THE OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY ACTION, SEEK TO ENFORCE THE FOREGOING WAIVER, (II) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (III) IT MAKES THIS WAIVER VOLUNTARILY AND (IV) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS CONTAINED IN THIS SECTION 9.8. (d) Each of the parties hereto waives trial by jury in any action brought on or with respect to this Agreement, the Notes or any other document executed in connection herewith or therewith.

Consent to Jurisdiction; Service of Process; Waiver of Jury Trial. (a) The Company irrevocably submits to the non-exclusive in personam jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any Any suit, action or other proceeding arising out of or relating to this Agreement or any transaction contemplated hereby shall be brought exclusively in the Notesshall be brought exclusively in the Bankruptcy Court. To Each of the fullest extent it may effectively do so under applicable law, the Company Parties hereby irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject submits to the in personam exclusive jurisdiction of any such court, any objection that it may now or hereafter have to court for the laying of the venue purpose of any such suit, action or proceeding brought other proceeding. A final judgment in any such court and any claim that any such suit, action or other proceeding may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Xxx. Each Party 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 such court, and hereby irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum. (b) The Company consents to process being served in any suit, action or proceeding of the nature referred to in paragraph (a) of this Section 22.3 by mailing a copy thereof by registered or certified mail, postage prepaid, return receipt requested, to the address of the Company specified in Section 18 or at such other address of which you shall then have been notified pursuant to said Section. The Company Each Party further agrees that service of any process, summons, notice or document by U.S. registered mail to such service upon receipt (i) Party’s respective address set forth herein shall be deemed in every respect effective service of process upon it in for any such suitaction, action suit or proceeding and (ii) shall, to the full extent permitted by law, be taken and held to be valid personal service upon and personal delivery to the Companyproceeding. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (c) Nothing in this Section 22.3 11.6, however, shall affect the right of any holder of Notes Party to serve legal process in any other manner permitted by lawLaw. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, or limit any right that the holders of any of the Notes may have to bring proceedings against the Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdictionPROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREBY OR THE ACTIONS OF SUCH PARTY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT HEREOF. (d) Each of the parties hereto waives trial by jury in any action brought on or with respect to this Agreement, the Notes or any other document executed in connection herewith or therewith.

Consent to Jurisdiction; Service of Process; Waiver of Jury Trial. (a) A. The Company irrevocably submits to the non-exclusive in personam jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement or the Notesother Transaction Documents. To the fullest extent it may effectively do so under permitted by applicable law, the Company irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the in personam jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. (b) B. The Company consents to process being served in any suit, action or proceeding of the nature referred to in paragraph (a) of this Section 22.3 Subsection A above by mailing a copy thereof by registered or certified mail, postage prepaid, return receipt requested, to the Company at its address of the Company specified in Section 18 19.4 or at such other address of which you shall then have been notified pursuant to said Section. The Company agrees that such service upon receipt (i1) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii2) shall, to the full fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to the Company. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. (c) C. Nothing in this Section 22.3 19.5 shall affect the right of any holder of Notes to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (d) Each of the parties hereto waives trial by jury in any action brought on or with respect to this AgreementD. THE COMPANY WAIVES TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, the Notes or any other document executed in connection herewith or therewithTHE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH.

Consent to Jurisdiction; Service of Process; Waiver of Jury Trial. (a) The Each of the Contributors and the Company irrevocably submits to the non-exclusive in personam jurisdiction of agrees that any New York State dispute, controversy or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding claim arising out of or relating to this Agreement or the Notestransaction contemplated thereby shall be resolved only in the Courts of the State of New York sitting in the County of New York or the United States District Court for the Southern District of New York and the appellate courts having jurisdiction of appeals in such courts. To In that context, and without limiting the fullest extent it may effectively do so under applicable lawgenerality of the foregoing, each of the Contributors and the Company by this Agreement irrevocably and unconditionally: (i) submits for itself and its property in any Action relating to this Agreement, or for recognition and enforcement of any judgment in respect thereof, to the exclusive jurisdiction of the Courts of the State of New York sitting in the County of New York, the Company irrevocably waives court of the United States of America for the Southern District of New York, and appellate courts having jurisdiction of appeals from any of the foregoing, and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the all claims in personam jurisdiction respect of any such Action shall be heard and determined in such New York State court or, to the extent permitted by Law, in such federal court, ; (ii) consents that any such Action may and shall be brought in such courts and waives any objection that it may now or hereafter have to the laying of the venue or jurisdiction of any such suit, action or proceeding brought Action in any such court and any claim or that any such suit, action or proceeding brought in any such court has been Action was brought in an inconvenient forumcourt and agrees not to plead or claim the same; (iii) agrees that service of process in any such Action may be effected by mailing a copy of such process by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such party at its address as provided in Section 10.2; and (iv) agrees that nothing in this Agreement, or any Related Document shall affect the right to effect service of process in any other manner permitted by the Laws of the State of New York. (b) The Company consents to process being served in any suitEACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, action or proceeding of the nature referred to in paragraph AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE RELATED DOCUMENTS OR ANY OTHER TRANSACTION AGREEMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EACH PARTY (aI) of this Section 22.3 by mailing a copy thereof by registered or certified mailCERTIFIES THAT NO REPRESENTATIVE, postage prepaidAGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, return receipt requestedEXPRESSLY OR OTHERWISE, to the address of the Company specified in Section 18 or at such other address of which you shall then have been notified pursuant to said Section. The Company agrees that such service upon receipt THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (iII) shall be deemed in every respect effective service of process upon it in any such suitACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT, action or proceeding and (ii) shallTHE RELATED DOCUMENTS AND ANY OTHER TRANSACTION AGREEMENTS BY, to the full extent permitted by lawAMONG OTHER THINGS, be taken and held to be valid personal service upon and personal delivery to the Company. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery serviceTHE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 10.13. (c) Nothing in this Section 22.3 shall affect the right of any holder of Notes to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (d) Each of the parties hereto waives trial by jury in any action brought on or with respect to this Agreement, the Notes or any other document executed in connection herewith or therewith.

Consent to Jurisdiction; Service of Process; Waiver of Jury Trial. (a) The Company irrevocably submits to the non-exclusive in personam jurisdiction of any New York State or federal court sitting in the Borough of ManhattanAny claim, The City of New Yorkaction, over any suit, action suit or proceeding based upon, arising out of or relating to this Agreement shall be brought exclusively in the Delaware Court of Chancery in New Castle County, or in the Notesevent (but only in the event) that such court does not have subject matter jurisdiction over such action, the United States District Court for the District of Delaware, and each of the parties hereby submits to the exclusive jurisdiction of such courts for the purpose of any such claim, action, suit or proceeding. To A final judgment in any such claim, action, suit or proceeding may be enforced in other jurisdictions by suit on the fullest extent it may effectively do so under judgment or in any other manner provided by applicable law. Each party irrevocably and unconditionally waives any objection to the laying of venue of any claim, the Company action, suit or proceeding based upon, arising out of or relating to this Agreement in such courts, and hereby irrevocably and unconditionally waives and agrees not to assert, by way of motion, as a defense plead or otherwise, any claim that it is not subject to the in personam jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suitclaim, action action, suit or proceeding brought in any such court has been brought in an inconvenient forum. (b) The Company consents to process being served in forum or does not have jurisdiction over any suit, action or proceeding of the nature referred to in paragraph (a) of this Section 22.3 by mailing a copy thereof by registered or certified mail, postage prepaid, return receipt requested, to the address of the Company specified in Section 18 or at such other address of which you shall then have been notified pursuant to said Sectionparty. The Company further agrees that service of any process, summons, notice or document by U.S. registered mail to such service upon receipt party’s address (ias designated by such party) shall be deemed in every respect effective service of process upon it in for any such suitclaim, action action, suit or proceeding and (ii) shallproceeding. Recipient agrees that service of any process, summons, notice or document by U.S. registered mail to the full extent permitted by lawits registered agent, be taken and held to be valid personal service upon and personal delivery to the Company. Notices hereunder CT Corporation, at 0000 Xxxxxx Xx., Xxxxxxxxxx XX 00000 shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service effective service of process for any such claim, action, suit or any reputable commercial delivery serviceproceeding. EACH PARTY HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY CLAIM, ACTION, SUIT OR PROCEEDING (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR THE ACTIONS OF SUCH PARTY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT HEREOF. EACH PARTY FURTHER WAIVES ANY RIGHT TO SEEK TO CONSOLIDATE ANY CLAIM, ACTION SUIT OR PROCEEDING IN WHICH A JURY TRIAL HAS BEEN WAIVED WITH ANY OTHER CLAIM, ACTION, SUIT OR PROCEEDING IN WHICH A JURY TRIAL CANNOT OR HAS NOT BEEN WAIVED. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE, AGENT OR ATTORNEY OF THE OTHER PARTY HAS REPRESENTED OR WARRANTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF LITIGATION, (B) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) EACH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (D) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 12. (c) Nothing in this Section 22.3 shall affect the right of any holder of Notes to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (d) Each of the parties hereto waives trial by jury in any action brought on or with respect to this Agreement, the Notes or any other document executed in connection herewith or therewith.

Consent to Jurisdiction; Service of Process; Waiver of Jury Trial. (a) The Company irrevocably submits to the non-exclusive in personam jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any Any suit, action or other proceeding arising out of or relating to this Agreement or any transaction contemplated hereby shall be brought exclusively in the Notes. To courts of the fullest extent it may effectively do so under applicable lawState of New York located in New York County, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action, the Company irrevocably waives United States District Court for the Southern District of New York and agrees not to assert, by way each of motion, as a defense or otherwise, any claim that it is not subject the parties hereto hereby submits to the in personam exclusive jurisdiction of any such court, any objection that it may now or hereafter have to courts for the laying of the venue purpose of any such suit, action or proceeding brought other proceeding. A final judgment in any such court and any claim that any such suit, action or other proceeding may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each party 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 such courts, and hereby irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum. (b) The Company consents to process being served in any suit, action or proceeding of the nature referred to in paragraph (a) of this Section 22.3 by mailing a copy thereof by registered or certified mail, postage prepaid, return receipt requested, to the address of the Company specified in Section 18 or at such other address of which you shall then have been notified pursuant to said Section. The Company Each party further agrees that service of any process, summons, notice or document by U.S. registered mail to such service upon receipt (i) party’s respective address set forth herein shall be deemed in every respect effective service of process upon it in for any such suitaction, action suit or proceeding and proceeding. EACH PARTY HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (iiWHETHER BASED ON CONTRACT, TORT OR OTHERWISE) shallARISING OUT OF OR RELATING TO THIS AGREEMENT, to the full extent permitted by lawTHE TRANSACTIONS CONTEMPLATED HEREBY OR THE ACTIONS OF SUCH PARTY IN THE NEGOTIATION, be taken and held to be valid personal service upon and personal delivery to the Company. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery serviceADMINISTRATION, PERFORMANCE AND ENFORCEMENT HEREOF. (c) Nothing in this Section 22.3 shall affect the right of any holder of Notes to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (d) Each of the parties hereto waives trial by jury in any action brought on or with respect to this Agreement, the Notes or any other document executed in connection herewith or therewith.

Consent to Jurisdiction; Service of Process; Waiver of Jury Trial. (a) The Company irrevocably Each Party agrees that any Proceeding arising out of or relating to this Agreement or any transaction contemplated hereby shall be brought exclusively, in the case of a Proceeding commenced by Purchaser, in the courts of England, and in the case of a Proceeding commenced by Seller, in the United States District Court for the Southern District of New York located in New York County, New York, or, to the extent such court does not have jurisdiction, the state courts located in New York County, New York, and each of the Parties hereby submits to the non-exclusive in personam jurisdiction of such courts for itself and with respect to its property, generally and unconditionally, for the purpose of any New York State such Proceeding. A final judgment in any such Proceeding may be enforced in other jurisdictions by suit on the judgment or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding other manner provided by Law. Each Party agrees not to commence any Proceeding arising out of or relating to this Agreement or the Notes. To transactions contemplated hereby except in the fullest extent it may effectively do so under applicable lawcourts described above (other than actions in any court of competent jurisdiction to enforce any judgment, decree or award rendered by any such court as described above), irrevocably and unconditionally waives any objection to the Company laying of venue of any Proceeding arising out of or relating to this Agreement or the transactions contemplated hereby in any such court, and hereby irrevocably and unconditionally waives and agrees not to assert, by way of motion, as a defense plead or otherwise, any claim that it is not subject to the in personam jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding Proceeding brought in any such court has been brought in an inconvenient forumforum or does not have jurisdiction over any Party. Each Party agrees that service of any process, summons, notice or document by registered mail to such Party’s respective address set forth herein shall be effective service of process for any such Proceeding. (b) The Company consents to process being served in any suitEACH PARTY HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, action or proceeding of the nature referred to in paragraph TORT, STATUTE OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREBY OR THE ACTIONS OF SUCH PARTY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT HEREOF. EACH PARTY FURTHER WAIVES ANY RIGHT TO SEEK TO CONSOLIDATE ANY PROCEEDING IN WHICH A JURY TRIAL HAS BEEN WAIVED WITH ANY OTHER PROCEEDING IN WHICH A JURY TRIAL CANNOT OR HAS NOT BEEN WAIVED. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (aI) of this Section 22.3 by mailing a copy thereof by registered or certified mailNO REPRESENTATIVE, postage prepaidAGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED OR WARRANTED, return receipt requestedEXPRESSLY OR OTHERWISE, to the address of the Company specified in Section 18 or at such other address of which you shall then have been notified pursuant to said Section. The Company agrees that such service upon receipt THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (iII) shall be deemed in every respect effective service of process upon it in any such suitEACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, action or proceeding and (iiIII) shallEACH PARTY MAKES THIS WAIVER VOLUNTARILY AND (IV) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, to the full extent permitted by lawAMONG OTHER THINGS, be taken and held to be valid personal service upon and personal delivery to the Company. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery serviceTHE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 9.10. (c) Nothing in this Section 22.3 shall affect the right of any holder of Notes to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. (d) Each of the parties hereto waives trial by jury in any action brought on or with respect to this Agreement, the Notes or any other document executed in connection herewith or therewith.

Consent to Jurisdiction; Service of Process; Waiver of Jury Trial. (a) The Company With respect to any Action, each party irrevocably submits (i) agrees and consents to be subject to the non-exclusive in personam jurisdiction of the United States District Court for the Southern District of New York or any New York State or federal court sitting in the Borough borough of Manhattan, The City of New York, over Manhattan and (ii) waives any suit, action or proceeding arising out of or relating to this Agreement or the Notes. To the fullest extent objection which it may effectively do so under applicable law, the Company irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, have at any claim that it is not subject time to the laying of venue of any Action brought in personam jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and waives any claim that any such suit, action or proceeding brought in any such court Action has been brought in an inconvenient forumforum and further waives the right to object, with respect to such Action, that such court does not have any jurisdiction over such party. The foregoing consent to jurisdiction shall not constitute general consent to service of process in the State of New York for any purpose except as provided above and shall not be deemed to confer rights on any Person other than the respective parties to this Agreement. Each of Seller and Buyer irrevocably agrees that service of any process, summons, notice or document by United States registered mail to such party’s address set forth in Section 9.4 shall be effective service of process for any Action in New York with respect to any matters for which it has submitted to jurisdiction pursuant to this Section 9.3. (b) The Company consents to process being served in any suit, action or proceeding Each of the nature referred to in paragraph (a) of this Section 22.3 by mailing a copy thereof by registered or certified mail, postage prepaid, return receipt requestedBuyer and Seller hereby waive, to the address of the Company specified in Section 18 or at such other address of which you shall then have been notified pursuant to said Section. The Company agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the full fullest extent permitted by lawapplicable Law, be taken any right it may have to a trial by jury in respect of any litigation as between the parties directly or indirectly arising out of, under or in connection with this Agreement or the transactions contemplated hereby or disputes relating hereto. Each of Buyer and held Seller acknowledge that it and the other party have been induced to be valid personal service upon and personal delivery to enter into this Agreement by, among other things, the Company. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery servicemutual waivers in this Section 9.3(b). (c) Nothing In any dispute or proceeding arising under or in connection with this Section 22.3 Agreement, Seller shall affect have the right right, at its election, to retain the firm of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP to represent it in such matter and Buyer, for itself, its Affiliates and for its and their successors and assigns, hereby irrevocably waives any holder of Notes objections to serve process and consents to any such representation in any manner permitted such matter. Buyer, for itself, its Affiliates and for its and their successors and assigns, hereby irrevocably acknowledges and agrees that it will not seek to obtain by lawany process any attorney-client privileged communications between Seller and its counsel, including, without limitation, Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, made in connection with the negotiation, preparation, execution, delivery and closing under, or limit any right that the holders of dispute or proceeding arising under or in connection with, this Agreement, or any matter relating to any of the Notes may have to bring proceedings against the Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdictionforegoing. (d) Each of the parties hereto waives trial by jury in any action brought on or with respect to this Agreement, the Notes or any other document executed in connection herewith or therewith.