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. EACH PARTY AND THE ESCROW AGENT HEREBY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK OR ANY COURT OF THE STATE OF NEW YORK LOCATED IN THE COUNTY OF NEW YORK IN RESPECT OF ANY ACTION, SUIT OR PROCEEDING ARISING IN CONNECTION WITH THIS ESCROW AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY, AND AGREES THAT ANY SUCH ACTION, SUIT OR PROCEEDING SHALL BE BROUGHT ONLY IN SUCH COURT (AND WAIVES ANY OBJECTION BASED ON FORUM NON CONVENIENS OR ANY OTHER OBJECTION TO VENUE THEREIN); PROVIDED, HOWEVER, THAT SUCH CONSENT TO JURISDICTION IS SOLELY FOR THE PURPOSE REFERRED TO IN THIS SECTION 4.5 AND SHALL NOT BE DEEMED TO BE A GENERAL SUBMISSION TO THE JURISDICTION OF SAID COURTS OR IN THE STATE OF NEW YORK OTHER THAN FOR SUCH PURPOSE. Any and all process may be served in any action, suit or proceeding arising in connection with this Escrow Agreement by complying with the provisions of Section 4.5. Such service of process shall have the same effect as if the Party or the Escrow Agent, as the case may be, being served were a resident in the State of New York and had been lawfully served with such process in such jurisdiction. The Parties and the Escrow Agent hereby waive all claims of error by reason of such service. Nothing herein shall affect the right of any Party or the Escrow Agent to service process in any other manner permitted by law or to commence legal proceedings or otherwise proceed against the other in any other jurisdiction to enforce judgments or rulings of the aforementioned courts. EACH PARTY AND THE ESCROW AGENT HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER ANY TRANSACTION DOCUMENTS OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO THIS ESCROW AGREEMENT, OR THE TRANSACTIONS RELATED HERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER FOUNDED IN CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT JURY, AND THAT ANY PARTY TO THIS ESCROW AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION 4.5 WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE SIGNATORIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

Consent to Jurisdiction; Service of Process; Waiver of Jury Trial. EACH PARTY AND THE ESCROW AGENT HEREBY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK OR ANY COURT OF THE STATE OF NEW YORK LOCATED IN THE COUNTY OF NEW YORK IN RESPECT OF ANY ACTIONAny Proceeding arising out of or relating to this Agreement or any transaction contemplated hereby shall be brought in the Delaware Court of Chancery in New Castle County, SUIT OR PROCEEDING ARISING IN CONNECTION WITH THIS ESCROW AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBYor in the event (but only in the event) that such court does not have subject matter jurisdiction over such action, AND AGREES THAT ANY SUCH ACTIONthe United States District Court for the District of Delaware, SUIT OR PROCEEDING SHALL BE BROUGHT ONLY IN SUCH COURT (AND WAIVES ANY OBJECTION BASED ON FORUM NON CONVENIENS OR ANY OTHER OBJECTION TO VENUE THEREIN); PROVIDEDand each of the Parties hereby submits to the exclusive jurisdiction of such courts for the purpose of any such suit, HOWEVER, THAT SUCH CONSENT TO JURISDICTION IS SOLELY FOR THE PURPOSE REFERRED TO IN THIS SECTION 4.5 AND SHALL NOT BE DEEMED TO BE action or other proceeding. A GENERAL SUBMISSION TO THE JURISDICTION OF SAID COURTS OR IN THE STATE OF NEW YORK OTHER THAN FOR SUCH PURPOSE. Any and all process final judgment in any such Proceeding may be served enforced in any action, other jurisdictions by suit on the judgment or proceeding arising in connection with this Escrow Agreement by complying with the provisions of Section 4.5. Such service of process shall have the same effect as if the Party or the Escrow Agent, as the case may be, being served were a resident in the State of New York and had been lawfully served with such process in such jurisdiction. The Parties and the Escrow Agent hereby waive all claims of error by reason of such service. Nothing herein shall affect the right of any Party or the Escrow Agent to service process in any other manner permitted provided by law Law. Each Party irrevocably and unconditionally waives any objection to the laying of venue of any Proceeding arising out of this Agreement or the transactions contemplated hereby in such courts, and hereby irrevocably and unconditionally waives and agrees not to commence legal proceedings plead or otherwise proceed against the other claim in any other such court that any such Proceeding brought in any such court has been brought in an inconvenient forum or does not have jurisdiction over any Party. Each Party further agrees that service of any process, summons, notice or document by U.S. registered mail to enforce judgments such Party’s respective address (or rulings in the case of the aforementioned courtsSeller, Seller’s address) set forth herein shall be effective service of process for any such Proceeding. EACH PARTY AND THE ESCROW AGENT HEREBY EXPRESSLY IRREVOCABLY WAIVES ANY ALL RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER ANY TRANSACTION DOCUMENTS OR IN ANY WAY CONNECTED WITH ACTION, PROCEEDING OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO THIS ESCROW AGREEMENTCOUNTERCLAIM (WHETHER BASED ON CONTRACT, OR THE TRANSACTIONS RELATED HERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER FOUNDED IN CONTRACT OR 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. EACH PARTY HEREBY AGREES 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 CONSENTS ACKNOWLEDGES THAT (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED OR WARRANTED, EXPRESSLY OR OTHERWISE, THAT SUCH CLAIMOTHER PARTY WOULD NOT, DEMANDIN THE EVENT OF LITIGATION, ACTION OR CAUSE SEEK TO ENFORCE THE FOREGOING WAIVER, (ii) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT JURYTHIS WAIVER, (iii) EACH PARTY MAKES THIS WAIVER VOLUNTARILY, AND THAT ANY (iv) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS ESCROW AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 4.5 WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE SIGNATORIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY9.9.

Consent to Jurisdiction; Service of Process; Waiver of Jury Trial. EACH PARTY AND THE ESCROW AGENT HEREBY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK OR ANY COURT OF THE STATE OF NEW YORK LOCATED IN THE COUNTY OF NEW YORK IN RESPECT OF ANY ACTION(a) 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, SUIT OR PROCEEDING ARISING IN CONNECTION WITH THIS ESCROW AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBYin which case, AND AGREES THAT ANY SUCH ACTION, SUIT OR PROCEEDING SHALL BE BROUGHT ONLY IN SUCH COURT (AND WAIVES ANY OBJECTION BASED ON FORUM NON CONVENIENS OR ANY OTHER OBJECTION TO VENUE THEREIN); PROVIDED, HOWEVER, THAT SUCH CONSENT TO JURISDICTION IS SOLELY FOR THE PURPOSE REFERRED TO IN THIS SECTION 4.5 AND SHALL NOT BE DEEMED TO BE A GENERAL SUBMISSION TO THE JURISDICTION OF SAID COURTS OR IN THE STATE OF NEW YORK OTHER THAN FOR SUCH PURPOSE. Any and all process may be served in any actionDelaware state or federal court within the State of Delaware), suit 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 such Action; provided, however, that any such Action that involves any of the Lenders or proceeding arising the performance of services by any of the Lenders with respect to the Debt Commitment Letter shall be brought and determined in connection the state or federal courts sitting in the county of New York, State of New York, and each of the parties hereby irrevocably submits to the exclusive jurisdiction thereof for itself and with this Escrow Agreement respect to its property, generally and unconditionally, with regard to any such Action that involves any of the Lenders or the performance of services by complying any of the Lenders with respect to the Debt Commitment Letter (such courts selected in accordance with the provisions first sentence of this Section 4.511.13, the “Chosen Courts”). Such Each of the parties agrees not to, and to cause their Controlled Affiliates and Representatives not to, commence any Action arising out of or 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 shall have and the same effect 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 if the Party a defense, counterclaim or otherwise, in any Action arising out of or relating to this Agreement or the Escrow Agenttransactions contemplated hereby (including the Debt Financing), (i) any claim that it is not personally subject to the jurisdiction of the Chosen Courts as the case may bedescribed herein for any reason, being served were a resident in the State (ii) that it or its property is exempt or immune from jurisdiction of New York and had been lawfully served with any such court or from any legal process commenced in such jurisdiction. The Parties 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 Escrow Agent hereby waive all claims of error by reason Action in any such court is brought in an inconvenient forum, (B) the venue of such service. Nothing herein shall affect the right of any Party Action is improper, or (C) this Agreement, or the Escrow Agent to service process subject matter hereof, may not be enforced in any other manner permitted or by law or to commence legal proceedings or otherwise proceed against the other in any other jurisdiction to enforce judgments or rulings of the aforementioned such courts. EACH PARTY AND THE ESCROW AGENT HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER ANY TRANSACTION DOCUMENTS OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO THIS ESCROW AGREEMENT, OR THE TRANSACTIONS RELATED HERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER FOUNDED IN CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT JURY, AND THAT ANY PARTY TO THIS ESCROW AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION 4.5 WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE SIGNATORIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

Consent to Jurisdiction; Service of Process; Waiver of Jury Trial. EACH PARTY AND THE ESCROW AGENT HEREBY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK OR ANY COURT OF THE STATE OF NEW YORK LOCATED IN THE COUNTY OF NEW YORK IN RESPECT OF ANY ACTION, SUIT OR PROCEEDING ARISING IN CONNECTION WITH THIS ESCROW AGREEMENT AND THE TRANSACTION DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED HEREBYHEREBY AND THEREBY, AND AGREES THAT ANY SUCH ACTION, SUIT OR PROCEEDING SHALL BE BROUGHT ONLY IN SUCH COURT (AND WAIVES ANY OBJECTION BASED ON FORUM NON CONVENIENS OR ANY OTHER OBJECTION TO VENUE THEREIN); PROVIDED, HOWEVER, THAT SUCH CONSENT TO JURISDICTION IS SOLELY FOR THE PURPOSE REFERRED TO IN THIS SECTION 4.5 9.8 AND SHALL NOT BE DEEMED TO BE A GENERAL SUBMISSION TO THE JURISDICTION OF SAID COURTS OR IN THE STATE OF NEW YORK OTHER THAN FOR SUCH PURPOSE. Any and all process may be served in any action, suit or proceeding arising in connection with this Escrow Agreement or the Transaction Documents by complying with the provisions of Section 4.59.1. Such service of process shall have the same effect as if the Party or the Escrow Agent, as the case may be, being served were a resident in the State of New York and had been lawfully served with such process in such jurisdiction. The Parties and the Escrow Agent hereby waive all claims of error by reason of such service. Nothing herein shall affect the right of any Party or the Escrow Agent to service process in any other manner permitted by law Law or to commence legal proceedings or otherwise proceed against the other in any other jurisdiction to enforce judgments or rulings of the aforementioned courts. EACH PARTY AND THE ESCROW AGENT TO THIS AGREEMENT HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER ANY TRANSACTION DOCUMENTS OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO THIS ESCROW AGREEMENTAGREEMENT OR ANY TRANSACTION DOCUMENT, OR THE TRANSACTIONS RELATED HERETOTHERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER FOUNDED IN CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT JURY, AND THAT ANY PARTY TO THIS ESCROW AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION 4.5 9.8 WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE SIGNATORIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

Consent to Jurisdiction; Service of Process; Waiver of Jury Trial. EACH PARTY AND THE ESCROW AGENT HEREBY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK OR ANY COURT OF THE STATE OF NEW YORK LOCATED IN THE COUNTY OF NEW YORK IN RESPECT OF ANY ACTIONThe Guarantor hereby irrevocably and unconditionally submits, SUIT OR PROCEEDING ARISING IN CONNECTION WITH THIS ESCROW AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBYfor itself and its property, AND AGREES THAT ANY SUCH ACTIONto the non-exclusive jurisdiction of any Florida, SUIT OR PROCEEDING SHALL BE BROUGHT ONLY IN SUCH COURT (AND WAIVES ANY OBJECTION BASED ON FORUM NON CONVENIENS OR ANY OTHER OBJECTION TO VENUE THEREIN); PROVIDEDNew York or Virginia State court or Federal court of the United States of America sitting in Florida, HOWEVERVirginia or the Southern District of New York, THAT SUCH CONSENT TO JURISDICTION IS SOLELY FOR THE PURPOSE REFERRED TO IN THIS SECTION 4.5 AND SHALL NOT BE DEEMED TO BE A GENERAL SUBMISSION TO THE JURISDICTION OF SAID COURTS OR IN THE STATE OF NEW YORK OTHER THAN FOR SUCH PURPOSEand 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. Any The Guarantor hereby irrevocably and all 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 Guaranty or the Lease Documents in any Florida, Virginia or New York State or Federal court. The Guarantor hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. The Guarantor consents to process may be being served in any actionsuit, suit action or proceeding arising of the nature referred to above by sending copy thereof by any commercial delivery service or by mailing the copy thereof by registered or certified United States mail, return receipt requested, postage prepaid, to the address of the Guarantor specified in connection with this Escrow Agreement by complying with the provisions of or designated pursuant to Section 4.56.3 hereof. Such The Guarantor agrees that such service upon receipt (1) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (2) shall, to the fullest extent permitted by law, be taken and held to be valid personal service upon and personal delivery to the Guarantor. Notices hereunder shall have be conclusively presumed received as evidenced by a delivery receipt furnished by the same effect as if the Party United States Postal Service or the Escrow Agent, as the case may be, being served were a resident in the State of New York and had been lawfully served with such process in such jurisdiction. The Parties and the Escrow Agent hereby waive all claims of error by reason of such any commercial delivery service. Nothing herein in this Section 6.7 shall affect the right of any Party or the Escrow Agent Obligee to service serve process in any other manner permitted by law law, or limit any right that any Obligee may have to bring proceedings against the Guarantor in the courts of any appropriate jurisdiction or to commence legal proceedings or otherwise proceed against the other enforce in any lawful manner a judgment obtained in one jurisdiction and in any other jurisdiction to enforce judgments or rulings of the aforementioned courtsjurisdiction. EACH PARTY AND THE ESCROW AGENT HEREBY EXPRESSLY GUARANTOR WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER ANY TRANSACTION DOCUMENTS OR IN ANY WAY CONNECTED WITH ACTION BROUGHT ON OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO THIS ESCROW AGREEMENTGUARANTY, THE LEASE DOCUMENTS OR THE TRANSACTIONS RELATED HERETO, ANY OTHER DOCUMENT EXECUTED IN EACH CASE WHETHER NOW EXISTING CONNECTION HEREWITH OR HEREAFTER ARISING, AND WHETHER FOUNDED IN CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT JURY, AND THAT ANY PARTY TO THIS ESCROW AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION 4.5 WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE SIGNATORIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURYTHEREWITH.

Consent to Jurisdiction; Service of Process; Waiver of Jury Trial. EACH PARTY AND THE ESCROW AGENT HEREBY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK OR ANY COURT OF THE STATE OF NEW YORK LOCATED IN THE COUNTY OF NEW YORK IN RESPECT OF ANY ACTIONAny suit, SUIT OR PROCEEDING ARISING IN CONNECTION WITH THIS ESCROW AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBYaction or other proceeding arising out of or relating to this Agreement or any transaction contemplated hereby shall be brought exclusively in the shall be brought exclusively in the Bankruptcy Court. Each of the Parties hereby irrevocably submits to the exclusive jurisdiction of such court for the purpose of any such suit, AND AGREES THAT ANY SUCH ACTIONaction or other proceeding. A final judgment in any such suit, SUIT OR PROCEEDING SHALL BE BROUGHT ONLY IN SUCH COURT (AND WAIVES ANY OBJECTION BASED ON FORUM NON CONVENIENS OR ANY OTHER OBJECTION TO VENUE THEREIN); PROVIDED, HOWEVER, THAT SUCH CONSENT TO JURISDICTION IS SOLELY FOR THE PURPOSE REFERRED TO IN THIS SECTION 4.5 AND SHALL NOT BE DEEMED TO BE A GENERAL SUBMISSION TO THE JURISDICTION OF SAID COURTS OR IN THE STATE OF NEW YORK OTHER THAN FOR SUCH PURPOSE. Any and all process action or other proceeding may be served 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 connection with this Escrow Agreement 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. Each Party further agrees that service of any process, summons, notice or document by complying with the provisions of Section 4.5. Such U.S. registered mail to such Party’s respective address set forth herein shall be effective service of process shall have the same effect as if the Party for any such action, suit or the Escrow Agent, as the case may be, being served were a resident in the State of New York and had been lawfully served with such process in such jurisdiction. The Parties and the Escrow Agent hereby waive all claims of error by reason of such serviceproceeding. Nothing herein in this Section 11.6, however, shall affect the right of any Party or the Escrow Agent to service serve legal process in any other manner permitted by law or to commence legal proceedings or otherwise proceed against the other in any other jurisdiction to enforce judgments or rulings of the aforementioned courtsLaw. EACH PARTY AND THE ESCROW AGENT HERETO HEREBY EXPRESSLY IRREVOCABLY WAIVES ANY ALL RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER ANY TRANSACTION DOCUMENTS OR IN ANY WAY CONNECTED WITH ACTION, PROCEEDING OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO THIS ESCROW AGREEMENTCOUNTERCLAIM (WHETHER BASED ON CONTRACT, OR THE TRANSACTIONS RELATED HERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER FOUNDED IN CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION ) ARISING OUT OF OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT JURY, AND THAT ANY PARTY RELATING TO THIS ESCROW AGREEMENT MAY FILE AN ORIGINAL COUNTERPART AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREBY OR A COPY THE ACTIONS OF THIS SECTION 4.5 WITH ANY COURT AS WRITTEN EVIDENCE OF SUCH PARTY IN THE CONSENT OF THE SIGNATORIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURYNEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT HEREOF.

Consent to Jurisdiction; Service of Process; Waiver of Jury Trial. EACH PARTY AND THE ESCROW AGENT HEREBY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK OR ANY COURT OF THE STATE OF NEW YORK LOCATED IN THE COUNTY OF NEW YORK IN RESPECT OF ANY ACTIONAny suit, SUIT OR PROCEEDING ARISING IN CONNECTION WITH THIS ESCROW AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBYaction or other proceeding arising out of or relating to this Agreement or any transaction contemplated hereby shall be brought exclusively in the courts of the State of New York located in New York County, AND AGREES THAT ANY SUCH ACTIONor in the event (but only in the event) that such court does not have subject matter jurisdiction over such action, SUIT OR PROCEEDING SHALL BE BROUGHT ONLY IN SUCH COURT (AND WAIVES ANY OBJECTION BASED ON FORUM NON CONVENIENS OR ANY OTHER OBJECTION TO VENUE THEREIN); PROVIDEDthe United States District Court for the Southern District of New York and each of the parties hereto hereby submits to the exclusive jurisdiction of such courts for the purpose of any such suit, HOWEVERaction or other proceeding. A final judgment in any such suit, THAT SUCH CONSENT TO JURISDICTION IS SOLELY FOR THE PURPOSE REFERRED TO IN THIS SECTION 4.5 AND SHALL NOT BE DEEMED TO BE A GENERAL SUBMISSION TO THE JURISDICTION OF SAID COURTS OR IN THE STATE OF NEW YORK OTHER THAN FOR SUCH PURPOSE. Any and all process action or other proceeding may be served 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 connection with this Escrow Agreement 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 complying with the provisions of Section 4.5. Such U.S. registered mail to such party’s respective address set forth herein shall be effective service of process shall have the same effect as if the Party for any such action, suit or the Escrow Agent, as the case may be, being served were a resident in the State of New York and had been lawfully served with such process in such jurisdiction. The Parties and the Escrow Agent hereby waive all claims of error by reason of such service. Nothing herein shall affect the right of any Party or the Escrow Agent to service process in any other manner permitted by law or to commence legal proceedings or otherwise proceed against the other in any other jurisdiction to enforce judgments or rulings of the aforementioned courtsproceeding. EACH PARTY AND THE ESCROW AGENT HEREBY EXPRESSLY IRREVOCABLY WAIVES ANY ALL RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER ANY TRANSACTION DOCUMENTS OR IN ANY WAY CONNECTED WITH ACTION, PROCEEDING OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO THIS ESCROW AGREEMENTCOUNTERCLAIM (WHETHER BASED ON CONTRACT, OR THE TRANSACTIONS RELATED HERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER FOUNDED IN CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION ) ARISING OUT OF OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT JURY, AND THAT ANY PARTY RELATING TO THIS ESCROW AGREEMENT MAY FILE AN ORIGINAL COUNTERPART AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREBY OR A COPY THE ACTIONS OF THIS SECTION 4.5 WITH ANY COURT AS WRITTEN EVIDENCE OF SUCH PARTY IN THE CONSENT OF THE SIGNATORIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURYNEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT HEREOF.

Consent to Jurisdiction; Service of Process; Waiver of Jury Trial. EACH PARTY AND THE ESCROW AGENT HEREBY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK OR ANY COURT OF THE STATE OF NEW YORK LOCATED IN THE COUNTY OF NEW YORK IN RESPECT OF ANY ACTIONAny suit, SUIT OR PROCEEDING ARISING IN CONNECTION WITH THIS ESCROW AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBYaction or other proceeding arising out of or relating to this Agreement or any transaction contemplated hereby shall be brought exclusively in the Delaware Court of Chancery in New Castle County, AND AGREES THAT ANY SUCH ACTIONor in the event (but only in the event) that such court does not have subject matter jurisdiction over such action, SUIT OR PROCEEDING SHALL BE BROUGHT ONLY IN SUCH COURT (AND WAIVES ANY OBJECTION BASED ON FORUM NON CONVENIENS OR ANY OTHER OBJECTION TO VENUE THEREIN); PROVIDEDthe United States District Court for the District of Delaware, HOWEVERand each of the parties hereto hereby irrevocably submits to the exclusive jurisdiction of such courts for the purpose of any such suit, THAT SUCH CONSENT TO JURISDICTION IS SOLELY FOR THE PURPOSE REFERRED TO IN THIS SECTION 4.5 AND SHALL NOT BE DEEMED TO BE action or other proceeding. A GENERAL SUBMISSION TO THE JURISDICTION OF SAID COURTS OR IN THE STATE OF NEW YORK OTHER THAN FOR SUCH PURPOSE. Any and all process final judgment in any such suit, action or other proceeding may be served 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 connection with this Escrow Agreement 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 complying with the provisions of Section 4.5. Such U.S. registered mail to such party’s respective address set forth herein shall be effective service of process shall have the same effect as if the Party for any such action, suit or the Escrow Agent, as the case may be, being served were a resident in the State of New York and had been lawfully served with such process in such jurisdiction. The Parties and the Escrow Agent hereby waive all claims of error by reason of such service. Nothing herein shall affect the right of any Party or the Escrow Agent to service process in any other manner permitted by law or to commence legal proceedings or otherwise proceed against the other in any other jurisdiction to enforce judgments or rulings of the aforementioned courtsproceeding. EACH PARTY AND THE ESCROW AGENT HERETO HEREBY EXPRESSLY IRREVOCABLY WAIVES ANY ALL RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER ANY TRANSACTION DOCUMENTS OR IN ANY WAY CONNECTED WITH ACTION, PROCEEDING OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO THIS ESCROW AGREEMENTCOUNTERCLAIM (WHETHER BASED ON CONTRACT, OR THE TRANSACTIONS RELATED HERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER FOUNDED IN CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION ) ARISING OUT OF OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT JURY, AND THAT ANY PARTY RELATING TO THIS ESCROW AGREEMENT MAY FILE AN ORIGINAL COUNTERPART AGREEMENT, THE DEBT COMMITMENT LETTER, THE TRANSACTIONS CONTEMPLATED HEREBY OR A COPY THE ACTIONS OF THIS SECTION 4.5 WITH ANY COURT AS WRITTEN EVIDENCE OF SUCH PARTY IN THE CONSENT OF THE SIGNATORIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURYNEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT HEREOF. Notwithstanding clause (a) above, the parties hereto agree that none of them will bring or support any suit, action or other proceeding of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against any of the Lenders in any way relating to this Agreement or any of the transactions contemplated by this Agreement, including but not limited to any dispute arising out of or relating in any way to the Debt Commitment Letter or the performance thereof, in any forum other than federal and New York state courts located in the Borough of Manhattan within the City of New York (and appellate courts thereof).

Consent to Jurisdiction; Service of Process; Waiver of Jury Trial. EACH PARTY AND THE ESCROW AGENT HEREBY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK OR ANY COURT OF THE STATE OF NEW YORK LOCATED IN THE COUNTY OF NEW YORK IN RESPECT OF ANY ACTIONEach Party agrees that any Proceeding arising out of or relating to this Agreement or any transaction contemplated hereby shall be brought exclusively in the Delaware Court of Chancery in New Castle County, SUIT OR PROCEEDING ARISING IN CONNECTION WITH THIS ESCROW AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBYor in the event (but only in the event) that such court does not have subject matter jurisdiction over such Proceeding, AND AGREES THAT ANY SUCH ACTIONthe United States District Court for the District of Delaware, SUIT OR PROCEEDING SHALL BE BROUGHT ONLY IN SUCH COURT or in the event (AND WAIVES ANY OBJECTION BASED ON FORUM NON CONVENIENS OR ANY OTHER OBJECTION TO VENUE THEREIN); PROVIDEDbut only in the event) that such courts do not have subject matter jurisdiction over such Proceeding, HOWEVERany state court within the state of Delaware, THAT SUCH CONSENT TO JURISDICTION IS SOLELY FOR THE PURPOSE REFERRED TO IN THIS SECTION 4.5 AND SHALL NOT BE DEEMED TO BE 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 such Proceeding. A GENERAL SUBMISSION TO THE JURISDICTION OF SAID COURTS OR IN THE STATE OF NEW YORK OTHER THAN FOR SUCH PURPOSE. Any and all process final judgment in any such Proceeding may be served enforced in any action, other jurisdictions by suit on the judgment or proceeding arising in connection with this Escrow Agreement by complying with the provisions of Section 4.5. Such service of process shall have the same effect as if the Party or the Escrow Agent, as the case may be, being served were a resident in the State of New York and had been lawfully served with such process in such jurisdiction. The Parties and the Escrow Agent hereby waive all claims of error by reason of such service. Nothing herein shall affect the right of any Party or the Escrow Agent to service process in any other manner permitted provided by law or Law. Each Party agrees not to commence legal proceedings any Proceeding arising out of or otherwise proceed against relating to this Agreement or the transactions contemplated hereby except in the courts described above (other than actions in any other court of competent jurisdiction to enforce judgments any judgment, decree or rulings award rendered by any such court in Delaware 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 or the transactions contemplated hereby in any such court, and hereby irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such Proceeding brought in any such court has been brought in an inconvenient forum 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 (or in the case of the aforementioned courtsXxxxxx Shareholders, the Shareholders’ Representative’s address) set forth herein shall be effective service of process for any such Proceeding. EACH PARTY AND THE ESCROW AGENT HEREBY EXPRESSLY IRREVOCABLY WAIVES ANY ALL RIGHT TO TRIAL BY JURY IN ANY PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, 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 (I) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY CLAIMOTHER PARTY HAS REPRESENTED OR WARRANTED, DEMANDEXPRESSLY OR OTHERWISE, ACTION OR CAUSE OF ACTION ARISING UNDER ANY TRANSACTION DOCUMENTS OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO THIS ESCROW AGREEMENT, OR THE TRANSACTIONS RELATED HERETOTHAT SUCH OTHER PARTY WOULD NOT, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISINGTHE EVENT OF LITIGATION, AND WHETHER FOUNDED IN CONTRACT OR TORT OR OTHERWISE; AND SEEK TO ENFORCE THE FOREGOING WAIVER, (II) EACH PARTY HEREBY AGREES UNDERSTANDS AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT JURY, AND THAT ANY PARTY TO THIS ESCROW AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY HAS CONSIDERED THE IMPLICATIONS OF THIS SECTION 4.5 WITH ANY COURT AS WRITTEN EVIDENCE OF WAIVER, (III) EACH PARTY MAKES THIS WAIVER VOLUNTARILY AND (IV) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE CONSENT OF THE SIGNATORIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURYMUTUAL WAIVERS AND CERTIFICATIONS IN THIS Section 8.09.

Consent to Jurisdiction; Service of Process; Waiver of Jury Trial. EACH PARTY AND THE ESCROW AGENT HEREBY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK OR ANY COURT OF THE STATE OF NEW YORK LOCATED IN THE COUNTY OF NEW YORK IN RESPECT OF ANY ACTIONEach Party agrees that any Proceeding arising out of or relating to this Agreement or any transaction contemplated hereby shall be brought exclusively in the Delaware Court of Chancery in New Castle County, SUIT OR PROCEEDING ARISING IN CONNECTION WITH THIS ESCROW AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBYor in the event (but only in the event) that such court does not have subject matter jurisdiction over such Proceeding, AND AGREES THAT ANY SUCH ACTIONthe United States District Court for the District of Delaware, SUIT OR PROCEEDING SHALL BE BROUGHT ONLY IN SUCH COURT (AND WAIVES ANY OBJECTION BASED ON FORUM NON CONVENIENS OR ANY OTHER OBJECTION TO VENUE THEREIN); PROVIDEDand each of the Parties hereby submits to the exclusive jurisdiction of such courts for itself and with respect to its property, HOWEVERgenerally and unconditionally, THAT SUCH CONSENT TO JURISDICTION IS SOLELY FOR THE PURPOSE REFERRED TO IN THIS SECTION 4.5 AND SHALL NOT BE DEEMED TO BE for the purpose of any such Proceeding. A GENERAL SUBMISSION TO THE JURISDICTION OF SAID COURTS OR IN THE STATE OF NEW YORK OTHER THAN FOR SUCH PURPOSE. Any and all process final judgment in any such Proceeding may be served enforced in any action, other jurisdictions by suit on the judgment or proceeding arising in connection with this Escrow Agreement by complying with the provisions of Section 4.5. Such service of process shall have the same effect as if the Party or the Escrow Agent, as the case may be, being served were a resident in the State of New York and had been lawfully served with such process in such jurisdiction. The Parties and the Escrow Agent hereby waive all claims of error by reason of such service. Nothing herein shall affect the right of any Party or the Escrow Agent to service process in any other manner permitted provided by law or Law. Each Party agrees not to commence legal proceedings any Proceeding arising out of or otherwise proceed against relating to this Agreement or the transactions contemplated hereby except in the courts described above (other than actions in any other court of competent jurisdiction to enforce judgments any judgment, decree or rulings award rendered by any such court in Delaware 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 or the transactions contemplated hereby in any such court, and hereby irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such Proceeding brought in any such court has been brought in an inconvenient forum 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 (or in the case of the aforementioned courtsSole Member, the Sole Member’s address) set forth herein shall be effective service of process for any such Proceeding. EACH PARTY AND THE ESCROW AGENT HEREBY EXPRESSLY IRREVOCABLY WAIVES ANY ALL RIGHT TO TRIAL BY JURY IN ANY PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, 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 (A) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY CLAIMOTHER PARTY HAS REPRESENTED OR WARRANTED, DEMANDEXPRESSLY OR OTHERWISE, ACTION OR CAUSE OF ACTION ARISING UNDER ANY TRANSACTION DOCUMENTS OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO THIS ESCROW AGREEMENT, OR THE TRANSACTIONS RELATED HERETOTHAT SUCH OTHER PARTY WOULD NOT, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISINGTHE EVENT OF LITIGATION, AND WHETHER FOUNDED IN CONTRACT OR TORT OR OTHERWISE; AND SEEK TO ENFORCE THE FOREGOING WAIVER, (B) EACH PARTY HEREBY AGREES UNDERSTANDS AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT JURY, AND THAT ANY PARTY TO THIS ESCROW AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY 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 4.5 WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE SIGNATORIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY9.10.

Consent to Jurisdiction; Service of Process; Waiver of Jury Trial. EACH PARTY AND THE ESCROW AGENT HEREBY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK OR ANY COURT OF THE STATE OF NEW YORK LOCATED IN THE COUNTY OF NEW YORK IN RESPECT OF ANY ACTIONEach Party agrees that any Proceeding arising out of or relating to this Agreement or any transaction contemplated hereby shall be brought exclusively in the Delaware Court of Chancery in New Castle County, SUIT OR PROCEEDING ARISING IN CONNECTION WITH THIS ESCROW AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBYor in the event (but only in the event) that such court does not have subject matter jurisdiction over such action, AND AGREES THAT ANY SUCH ACTIONthe United States District Court for the District of Delaware, SUIT OR PROCEEDING SHALL BE BROUGHT ONLY IN SUCH COURT (AND WAIVES ANY OBJECTION BASED ON FORUM NON CONVENIENS OR ANY OTHER OBJECTION TO VENUE THEREIN); PROVIDEDand each of the Parties hereby submits to the exclusive jurisdiction of such courts for itself and with respect to its property, HOWEVERgenerally and unconditionally, THAT SUCH CONSENT TO JURISDICTION IS SOLELY FOR THE PURPOSE REFERRED TO IN THIS SECTION 4.5 AND SHALL NOT BE DEEMED TO BE for the purpose of any such Proceeding. A GENERAL SUBMISSION TO THE JURISDICTION OF SAID COURTS OR IN THE STATE OF NEW YORK OTHER THAN FOR SUCH PURPOSE. Any and all process final judgment in any such Proceeding may be served enforced in any action, other jurisdictions by suit on the judgment or proceeding arising in connection with this Escrow Agreement by complying with the provisions of Section 4.5. Such service of process shall have the same effect as if the Party or the Escrow Agent, as the case may be, being served were a resident in the State of New York and had been lawfully served with such process in such jurisdiction. The Parties and the Escrow Agent hereby waive all claims of error by reason of such service. Nothing herein shall affect the right of any Party or the Escrow Agent to service process in any other manner permitted provided by law or Law. Each Party agrees not to commence legal proceedings any Proceeding arising out of this Agreement or otherwise proceed against the transactions contemplated except in the courts described above (other than actions in any other court of competent jurisdiction to enforce judgments any judgment, decree or rulings award rendered by any such court in Delaware as described above), irrevocably and unconditionally waives any objection to the laying of venue of any Proceeding arising out of this Agreement or the aforementioned courtstransactions contemplated hereby in any such court, and hereby irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such Proceeding brought in any such court has been brought in an inconvenient forum or does not have jurisdiction over any Party. 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 Proceeding. EACH PARTY AND THE ESCROW AGENT HEREBY EXPRESSLY IRREVOCABLY WAIVES ANY ALL RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER ANY TRANSACTION DOCUMENTS OR IN ANY WAY CONNECTED WITH ACTION, PROCEEDING OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO THIS ESCROW AGREEMENTCOUNTERCLAIM (WHETHER BASED ON CONTRACT, OR THE TRANSACTIONS RELATED HERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER FOUNDED IN CONTRACT OR 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. EACH PARTY HEREBY AGREES 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 CONSENTS ACKNOWLEDGES THAT (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED OR WARRANTED, EXPRESSLY OR OTHERWISE, THAT SUCH CLAIMOTHER PARTY WOULD NOT, DEMANDIN THE EVENT OF LITIGATION, ACTION OR CAUSE SEEK TO ENFORCE THE FOREGOING WAIVER, (ii) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT JURYTHIS WAIVER, (iii) EACH PARTY MAKES THIS WAIVER VOLUNTARILY, AND THAT ANY (iv) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS ESCROW AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 4.5 WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE SIGNATORIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY11.10.

Consent to Jurisdiction; Service of Process; Waiver of Jury Trial. EACH PARTY AND THE ESCROW AGENT HEREBY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK OR ANY COURT OF THE STATE OF NEW YORK LOCATED IN THE COUNTY OF NEW YORK IN RESPECT OF ANY ACTION(a) Each party hereby irrevocably submits and consents to the exclusive jurisdiction of the Delaware Court of Chancery (and if jurisdiction in the Delaware Court of Chancery shall be unavailable, SUIT OR PROCEEDING ARISING IN CONNECTION WITH THIS ESCROW AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBYthe federal courts of the United States of America sitting in the state of Delaware) in respect of any action, AND AGREES THAT ANY SUCH ACTIONsuit or proceeding arising in connection with this Agreement and the Transaction Documents and the transactions contemplated hereby and thereby, SUIT OR PROCEEDING SHALL BE BROUGHT ONLY IN SUCH COURT and each party agrees that any such action, suit or proceeding will be brought only in such court (AND WAIVES ANY OBJECTION BASED ON FORUM NON CONVENIENS OR ANY OTHER OBJECTION TO VENUE THEREINand waives any objection based on forum non conveniens or any other objection to venue therein); PROVIDEDprovided, HOWEVERhowever, THAT SUCH CONSENT TO JURISDICTION IS SOLELY FOR THE PURPOSE REFERRED TO IN THIS SECTION 4.5 AND SHALL NOT BE DEEMED TO BE A GENERAL SUBMISSION TO THE JURISDICTION OF SAID COURTS OR IN THE STATE OF NEW YORK OTHER THAN FOR SUCH PURPOSEthat such consent to jurisdiction is solely for the purpose referred to in this Section 9.9 and will 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. Any and all process may be served in any action, suit or proceeding arising in connection with this Escrow Agreement or the Transaction Documents by complying with the provisions of Section 4.59.1. Such service of process shall will have the same effect as if the Party or the Escrow Agent, as the case may be, being served were a resident in the State of New York Delaware and had been lawfully served with such process in such jurisdiction. The Parties and the Escrow Agent hereby waive all claims of error by reason of such service. Nothing herein shall will affect the right of any Party or the Escrow Agent to service process in any other manner permitted by law Law or to commence legal proceedings or otherwise proceed against the other in any other jurisdiction to enforce judgments or rulings of the aforementioned courts. EACH PARTY AND THE ESCROW AGENT TO THIS AGREEMENT HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER THIS AGREEMENT OR ANY TRANSACTION DOCUMENTS DOCUMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO THIS ESCROW AGREEMENTAGREEMENT OR ANY TRANSACTION DOCUMENT, OR THE TRANSACTIONS RELATED HERETOCONTEMPLATED HEREBY OR THEREBY, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER FOUNDED IN CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL WILL BE DECIDED BY COURT TRIAL WITHOUT JURY, AND THAT ANY PARTY TO THIS ESCROW AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION 4.5 9.9 WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE SIGNATORIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

Consent to Jurisdiction; Service of Process; Waiver of Jury Trial. EACH PARTY AND THE ESCROW AGENT HEREBY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK OR ANY COURT OF THE STATE OF NEW YORK LOCATED IN THE COUNTY OF NEW YORK IN RESPECT OF ANY ACTIONAny suit, SUIT OR PROCEEDING ARISING IN CONNECTION WITH THIS ESCROW AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBYaction or other proceeding arising out of or relating to this Agreement or any transaction contemplated hereby shall be brought exclusively in the state courts in New York County, AND AGREES THAT ANY SUCH ACTIONNew York or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action, SUIT OR PROCEEDING SHALL BE BROUGHT ONLY IN SUCH COURT (AND WAIVES ANY OBJECTION BASED ON FORUM NON CONVENIENS OR ANY OTHER OBJECTION TO VENUE THEREIN); PROVIDEDthe United States District Court for the Southern District of New York, HOWEVERand each of the Parties hereto hereby irrevocably submits to the exclusive jurisdiction of such courts for the purpose of any such suit, THAT SUCH CONSENT TO JURISDICTION IS SOLELY FOR THE PURPOSE REFERRED TO IN THIS SECTION 4.5 AND SHALL NOT BE DEEMED TO BE action or other proceeding. A GENERAL SUBMISSION TO THE JURISDICTION OF SAID COURTS OR IN THE STATE OF NEW YORK OTHER THAN FOR SUCH PURPOSE. Any and all process final judgment in any such suit, action or other proceeding may be served 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 connection with this Escrow Agreement 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 complying with the provisions of Section 4.5. Such U.S. registered mail to such Party’s respective address set forth herein shall be effective service of process shall have the same effect as if the Party for any such action, suit or the Escrow Agent, as the case may be, being served were a resident in the State of New York and had been lawfully served with such process in such jurisdiction. The Parties and the Escrow Agent hereby waive all claims of error by reason of such serviceproceeding. Nothing herein in this Section 8.10, however, shall affect the right of any Party or the Escrow Agent to service serve legal process in any other manner permitted by law or to commence legal proceedings or otherwise proceed against the other in any other jurisdiction to enforce judgments or rulings of the aforementioned courtsLaw. EACH PARTY AND THE ESCROW AGENT HERETO HEREBY EXPRESSLY IRREVOCABLY WAIVES ANY ALL RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER ANY TRANSACTION DOCUMENTS OR IN ANY WAY CONNECTED WITH ACTION, PROCEEDING OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO THIS ESCROW AGREEMENTCOUNTERCLAIM (WHETHER BASED ON CONTRACT, OR THE TRANSACTIONS RELATED HERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER FOUNDED IN CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION ) ARISING OUT OF OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT JURY, AND THAT ANY PARTY RELATING TO THIS ESCROW AGREEMENT MAY FILE AN ORIGINAL COUNTERPART AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREBY OR A COPY THE ACTIONS OF THIS SECTION 4.5 WITH ANY COURT AS WRITTEN EVIDENCE OF SUCH PARTY IN THE CONSENT OF THE SIGNATORIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURYNEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT HEREOF.

Consent to Jurisdiction; Service of Process; Waiver of Jury Trial. ALL JUDICIAL PROCEEDINGS OR OTHER ACTIONS BROUGHT AGAINST THE PARTIES ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR ANY OBLIGATIONS HEREUNDER, SHALL BE BROUGHT IN THE COURTS OF ENGLAND & WALES (THE “CHOSEN COURTS”). BY EXECUTING AND DELIVERING THIS AGREEMENT, EACH PARTY OF THE PARTIES, IRREVOCABLY (I) ACCEPTS GENERALLY AND THE ESCROW AGENT HEREBY IRREVOCABLY SUBMITS TO UNCONDITIONALLY THE EXCLUSIVE JURISDICTION AND VENUE OF THE UNITED STATES DISTRICT COURT FOR CHOSEN COURTS; (II) WAIVES ANY OBJECTIONS WHICH SUCH PARTY MAY NOW OR HEREAFTER HAVE TO THE SOUTHERN DISTRICT LAYING OF NEW YORK OR VENUE OF ANY COURT OF THE STATE AFORESAID ACTIONS OR PROCEEDINGS ARISING OUT OF NEW YORK LOCATED IN THE COUNTY OF NEW YORK IN RESPECT OF ANY ACTION, SUIT OR PROCEEDING ARISING IN CONNECTION WITH THIS ESCROW AGREEMENT BROUGHT IN THE CHOSEN COURTS AND THE TRANSACTIONS CONTEMPLATED HEREBYHEREBY FURTHER IRREVOCABLY WAIVES AND AGREES NOT TO PLEAD OR CLAIM IN ANY CHOSEN COURT THAT SUCH PROCEEDING OR ACTION BROUGHT IN ANY CHOSEN COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM; (III) AGREES THAT SERVICE OF ALL PROCESS IN ANY SUCH PROCEEDING OR ACTION IN ANY CHOSEN COURT MAY BE MADE BY REGISTERED OR CERTIFIED MAIL, RETURN RECEIPT REQUESTED, TO SUCH PARTY AT ITS ADDRESS PROVIDED IN ACCORDANCE WITH SECTION 8.4; AND (IV) AGREES THAT SERVICE AS PROVIDED IN CLAUSE (III) ABOVE IS SUFFICIENT TO CONFER PERSONAL JURISDICTION OVER SUCH PARTY IN ANY SUCH PROCEEDING OR ACTION IN ANY CHOSEN COURT, AND AGREES THAT ANY SUCH ACTION, SUIT OR PROCEEDING SHALL BE BROUGHT ONLY OTHERWISE CONSTITUTES EFFECTIVE AND BINDING SERVICE IN SUCH COURT (AND WAIVES ANY OBJECTION BASED ON FORUM NON CONVENIENS OR ANY OTHER OBJECTION TO VENUE THEREIN); PROVIDED, HOWEVER, THAT SUCH CONSENT TO JURISDICTION IS SOLELY FOR EVERY RESPECT. THE PURPOSE REFERRED TO IN THIS SECTION 4.5 AND SHALL NOT BE DEEMED TO BE A GENERAL SUBMISSION TO PARTIES HERETO IRREVOCABLY WAIVE THE JURISDICTION OF SAID COURTS OR IN THE STATE OF NEW YORK OTHER THAN FOR SUCH PURPOSE. Any and all process may be served in any action, suit or proceeding arising in connection with this Escrow Agreement by complying with the provisions of Section 4.5. Such service of process shall have the same effect as if the Party or the Escrow Agent, as the case may be, being served were a resident in the State of New York and had been lawfully served with such process in such jurisdiction. The Parties and the Escrow Agent hereby waive all claims of error by reason of such service. Nothing herein shall affect the right of any Party or the Escrow Agent to service process in any other manner permitted by law or to commence legal proceedings or otherwise proceed against the other in any other jurisdiction to enforce judgments or rulings of the aforementioned courts. EACH PARTY AND THE ESCROW AGENT HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER ANY TRANSACTION DOCUMENTS OR IN ANY WAY CONNECTED WITH ACTION TO ENFORCE OR RELATED OR INCIDENTAL TO INTERPRET THE DEALINGS PROVISIONS OF THIS AGREEMENT. EACH OF THE PARTIES HERETO HEREBY ACKNOWLEDGES AND AGREES THAT THE ACTIVITIES CONTEMPLATED BY THE PROVISIONS OF THIS AGREEMENT ARE COMMERCIAL IN NATURE RATHER THAN GOVERNMENTAL OR PUBLIC, AND THEREFORE ACKNOWLEDGES AND AGREES THAT IT IS NOT ENTITLED TO ANY RIGHT OF THEM IMMUNITY ON THE GROUNDS OF SOVEREIGNTY OR OTHERWISE WITH RESPECT TO SUCH ACTIVITIES OR IN ANY LEGAL ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS ESCROW AGREEMENT, OR AGREEMENT IN RESPECT OF ITSELF AND ITS PROPERTIES AND REVENUES. EACH OF THE TRANSACTIONS RELATED HERETO, IN EACH CASE WHETHER PARTIES HERETO HEREBY EXPRESSLY AND IRREVOCABLY WAIVES ANY SUCH RIGHT OF IMMUNITY WHICH MAY NOW EXISTING OR HEREAFTER ARISINGEXIST OR CLAIM THERETO WHICH MAY NOW OR HEREAFTER EXIST, AND AGREES NOT TO ASSERT ANY SUCH RIGHT OR CLAIM IN ANY SUCH ACTION OR PROCEEDING, WHETHER FOUNDED IN CONTRACT OR TORT THE CHOSEN COURTS OR OTHERWISE; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT JURY, AND THAT ANY PARTY TO THIS ESCROW AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION 4.5 WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE SIGNATORIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

Consent to Jurisdiction; Service of Process; Waiver of Jury Trial. EACH PARTY AND THE ESCROW AGENT HEREBY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK OR ANY COURT OF THE STATE OF NEW YORK LOCATED IN THE COUNTY OF NEW YORK IN RESPECT OF ANY ACTIONAny suit, SUIT OR PROCEEDING ARISING IN CONNECTION WITH THIS ESCROW AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBYaction or other proceeding arising out of or relating to this Agreement, AND AGREES THAT ANY SUCH ACTIONany Ancillary Document or the Transactions shall be brought exclusively in the Delaware Court of Chancery, SUIT OR PROCEEDING SHALL BE BROUGHT ONLY IN SUCH COURT or in the event (AND WAIVES ANY OBJECTION BASED ON FORUM NON CONVENIENS OR ANY OTHER OBJECTION TO VENUE THEREIN); PROVIDEDbut only in the event) that such court does not have subject matter jurisdiction over such action, HOWEVERthe United States District Court for the District of Delaware and each of the parties hereto hereby submits to the exclusive jurisdiction of such courts for the purpose of any such suit, THAT SUCH CONSENT TO JURISDICTION IS SOLELY FOR THE PURPOSE REFERRED TO IN THIS SECTION 4.5 AND SHALL NOT BE DEEMED TO BE action or other proceeding. Each Party agrees to commence any action, suit or proceeding relating there in the Delaware Chancery Court. Each party further agrees that service of any process, summons, notice or document by registered mail to such Party’s respective address set forth in Section 11.1 above shall be effective service of process. A GENERAL SUBMISSION TO THE JURISDICTION OF SAID COURTS OR IN THE STATE OF NEW YORK OTHER THAN FOR SUCH PURPOSE. Any and all process final judgment in any such suit, action or other proceeding may be served 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, the Ancillary Documents or the Transactions in connection with this Escrow Agreement such courts, and hereby irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such Suit 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 complying with the provisions of Section 4.5. Such U.S. registered mail to such party’s respective address set forth herein shall be effective service of process shall have the same effect as if the Party or the Escrow Agent, as the case may be, being served were a resident in the State of New York and had been lawfully served with such process in such jurisdiction. The Parties and the Escrow Agent hereby waive all claims of error by reason of such service. Nothing herein shall affect the right of for any Party or the Escrow Agent to service process in any other manner permitted by law or to commence legal proceedings or otherwise proceed against the other in any other jurisdiction to enforce judgments or rulings of the aforementioned courtsSuit. EACH PARTY AND THE ESCROW AGENT HEREBY EXPRESSLY IRREVOCABLY WAIVES ANY ALL RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER ANY TRANSACTION DOCUMENTS OR IN ANY WAY CONNECTED WITH ACTION, PROCEEDING OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO THIS ESCROW AGREEMENTCOUNTERCLAIM (WHETHER BASED ON CONTRACT, OR THE TRANSACTIONS RELATED HERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER FOUNDED IN CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION ) ARISING OUT OF OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT JURY, AND THAT ANY PARTY RELATING TO THIS ESCROW AGREEMENT MAY FILE AN ORIGINAL COUNTERPART AGREEMENT, THE ANCILLARY DOCUMENTS, THE TRANSACTIONS OR A COPY THE ACTIONS OF THIS SECTION 4.5 WITH ANY COURT AS WRITTEN EVIDENCE OF SUCH PARTY IN THE CONSENT OF THE SIGNATORIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURYNEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT HEREOF.

Consent to Jurisdiction; Service of Process; Waiver of Jury Trial. EACH PARTY AND THE ESCROW AGENT HEREBY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK OR ANY COURT OF THE STATE OF NEW YORK LOCATED IN THE COUNTY OF NEW YORK IN RESPECT OF ANY ACTIONAny Proceeding arising out of or relating to this Agreement or any transaction contemplated hereby shall be brought exclusively in the Delaware Court of Chancery in New Castle County, SUIT OR PROCEEDING ARISING IN CONNECTION WITH THIS ESCROW AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBYor in the event (but only in the event) that such court does not have subject matter jurisdiction over such action, AND AGREES THAT ANY SUCH ACTIONthe United States District Court for the District of Delaware, SUIT OR PROCEEDING SHALL BE BROUGHT ONLY IN SUCH COURT (AND WAIVES ANY OBJECTION BASED ON FORUM NON CONVENIENS OR ANY OTHER OBJECTION TO VENUE THEREIN); PROVIDED, HOWEVER, THAT SUCH CONSENT TO JURISDICTION IS SOLELY FOR THE PURPOSE REFERRED TO IN THIS SECTION 4.5 AND SHALL NOT BE DEEMED TO BE and each of the Parties hereby submits to the exclusive jurisdiction of such courts for the purpose of any such Proceeding. A GENERAL SUBMISSION TO THE JURISDICTION OF SAID COURTS OR IN THE STATE OF NEW YORK OTHER THAN FOR SUCH PURPOSE. Any and all process final judgment in any such Proceeding may be served enforced in any action, other jurisdictions by suit on the judgment or proceeding arising in connection with this Escrow Agreement by complying with the provisions of Section 4.5. Such service of process shall have the same effect as if the Party or the Escrow Agent, as the case may be, being served were a resident in the State of New York and had been lawfully served with such process in such jurisdiction. The Parties and the Escrow Agent hereby waive all claims of error by reason of such service. Nothing herein shall affect the right of any Party or the Escrow Agent to service process in any other manner permitted provided by law Law. Each Party irrevocably and unconditionally waives any objection to the laying of venue of any Proceeding arising out of this Agreement or the transactions contemplated hereby in such courts, and hereby irrevocably and unconditionally waives and agrees not to commence legal proceedings plead or otherwise proceed against the other claim in any other such court that any such Proceeding brought in any such court has been brought in an inconvenient forum or does not have jurisdiction over any Party. Each Party further agrees that service of any process, summons, notice or document by U.S. registered mail to enforce judgments or rulings such Party’s respective address set forth herein shall be effective service of the aforementioned courtsprocess for any such Proceeding. EACH PARTY AND THE ESCROW AGENT HEREBY EXPRESSLY IRREVOCABLY WAIVES ANY ALL RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER ANY TRANSACTION DOCUMENTS OR IN ANY WAY CONNECTED WITH ACTION, PROCEEDING OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO THIS ESCROW AGREEMENTCOUNTERCLAIM (WHETHER BASED ON CONTRACT, OR THE TRANSACTIONS RELATED HERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER FOUNDED IN CONTRACT OR 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. EACH PARTY HEREBY AGREES 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 CONSENTS ACKNOWLEDGES THAT (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED OR WARRANTED, EXPRESSLY OR OTHERWISE, THAT SUCH CLAIMOTHER PARTY WOULD NOT, DEMANDIN THE EVENT OF LITIGATION, ACTION OR CAUSE SEEK TO ENFORCE THE FOREGOING WAIVER, (ii) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT JURYTHIS WAIVER, (iii) EACH PARTY MAKES THIS WAIVER VOLUNTARILY, AND THAT ANY (iv) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS ESCROW AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 4.5 WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE SIGNATORIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY8.11.

Consent to Jurisdiction; Service of Process; Waiver of Jury Trial. Any claim, 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 event (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. A final judgment in any such claim, action, suit or proceeding may be enforced in other jurisdictions by suit on the 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, 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 plead or claim in any such court that any such claim, action, suit or proceeding brought in any such court has been brought in an inconvenient forum or does not have jurisdiction over any party. The Company further agrees that service of any process, summons, notice or document by U.S. registered mail to such party’s address (as designated by such party) shall be effective service of process for any such claim, action, suit or proceeding. Recipient agrees that service of any process, summons, notice or document by U.S. registered mail to its registered agent, CT Corporation, at 0000 Xxxxxx Xx., Xxxxxxxxxx XX 00000 shall be effective service of process for any such claim, action, suit or proceeding. EACH PARTY AND THE ESCROW AGENT HEREBY IRREVOCABLY SUBMITS WAIVES ALL RIGHT TO THE EXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK OR TRIAL BY JURY IN ANY COURT OF THE STATE OF NEW YORK LOCATED IN THE COUNTY OF NEW YORK IN RESPECT OF 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 CONNECTION 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 THIS ESCROW AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBYANY OTHER CLAIM, AND AGREES THAT ANY SUCH ACTION, SUIT OR PROCEEDING SHALL BE BROUGHT ONLY IN SUCH COURT WHICH A JURY TRIAL CANNOT OR HAS NOT BEEN WAIVED. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (AND WAIVES ANY OBJECTION BASED ON FORUM NON CONVENIENS A) NO REPRESENTATIVE, AGENT OR ANY ATTORNEY OF THE OTHER OBJECTION TO VENUE THEREIN); PROVIDEDPARTY HAS REPRESENTED OR WARRANTED, HOWEVEREXPRESSLY OR OTHERWISE, THAT SUCH CONSENT OTHER PARTY WOULD NOT SEEK TO JURISDICTION IS SOLELY FOR ENFORCE THE PURPOSE REFERRED 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 4.5 AND SHALL NOT BE DEEMED TO BE A GENERAL SUBMISSION TO THE JURISDICTION OF SAID COURTS OR IN THE STATE OF NEW YORK OTHER THAN FOR SUCH PURPOSE. Any and all process may be served in any action, suit or proceeding arising in connection with this Escrow Agreement by complying with the provisions of Section 4.5. Such service of process shall have the same effect as if the Party or the Escrow Agent, as the case may be, being served were a resident in the State of New York and had been lawfully served with such process in such jurisdiction. The Parties and the Escrow Agent hereby waive all claims of error by reason of such service. Nothing herein shall affect the right of any Party or the Escrow Agent to service process in any other manner permitted by law or to commence legal proceedings or otherwise proceed against the other in any other jurisdiction to enforce judgments or rulings of the aforementioned courts. EACH PARTY AND THE ESCROW AGENT HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER ANY TRANSACTION DOCUMENTS OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO THIS ESCROW AGREEMENT, OR THE TRANSACTIONS RELATED HERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER FOUNDED IN CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT JURY, AND THAT ANY PARTY TO THIS ESCROW AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION 4.5 WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE SIGNATORIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY12.

Consent to Jurisdiction; Service of Process; Waiver of Jury Trial. EACH PARTY AND THE ESCROW AGENT HEREBY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK OR ANY COURT OF THE STATE OF NEW YORK LOCATED IN THE COUNTY OF NEW YORK IN RESPECT OF ANY ACTION(a) The parties hereby irrevocably submit to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or, SUIT OR PROCEEDING ARISING IN CONNECTION WITH THIS ESCROW AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBYif the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, AND AGREES THAT ANY SUCH ACTIONany federal court within the State of Delaware, SUIT OR PROCEEDING SHALL BE BROUGHT ONLY IN SUCH COURT (AND WAIVES ANY OBJECTION BASED ON FORUM NON CONVENIENS OR ANY OTHER OBJECTION TO VENUE THEREIN); PROVIDEDor, HOWEVERif no federal court in the State of Delaware accepts jurisdiction, THAT SUCH CONSENT TO JURISDICTION IS SOLELY FOR THE PURPOSE REFERRED TO IN THIS SECTION 4.5 AND SHALL NOT BE DEEMED TO BE A GENERAL SUBMISSION TO THE JURISDICTION OF SAID COURTS OR IN THE STATE OF NEW YORK OTHER THAN FOR SUCH PURPOSE. Any any state court within the State of Delaware) over all Related Claims, and each party hereby irrevocably agrees that all process Related Claims may be served heard and determined in such courts. The parties hereby irrevocably and unconditionally waive, to the fullest extent permitted by applicable Law, any objection which they may now or hereafter have to the laying of venue of any such Related Claim brought in such court or any defense of inconvenient forum for the maintenance of such dispute. Each of the parties agrees that a judgment in any action, such dispute may be enforced in other jurisdictions by suit on the judgment or proceeding arising in connection with this Escrow Agreement any other manner provided by complying Law. Each of the parties hereby consents to process being served by any party in any Related Claim by the delivery of a copy thereof in accordance with the provisions of Section 4.5. Such 11.1 (other than by electronic mail) along with a notification that service of process shall have the same effect as if the Party or the Escrow Agent, as the case may be, is being served were a resident in the State of New York and had been lawfully served conformance with such process in such jurisdiction. The Parties and the Escrow Agent hereby waive all claims of error by reason of such servicethis Section 11.6. Nothing herein shall in this Agreement will affect the right of any Party or the Escrow Agent party to service serve process in any other manner permitted by law or to commence legal proceedings or otherwise proceed against the other in any other jurisdiction to enforce judgments or rulings of the aforementioned courtsLaw. EACH PARTY ACKNOWLEDGES AND THE ESCROW AGENT AGREES THAT ANY RELATED CLAIM IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT HEREBY IRREVOCABLY AND UNCONDITIONALLY EXPRESSLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIMRELATED CLAIM BROUGHT BY OR AGAINST IT, DEMANDDIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, ACTION OR CAUSE OF ACTION ARISING UNDER ANY TRANSACTION DOCUMENTS OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO CLAIMS, THE DEALINGS OF THE PARTIES HERETO DEBT FINANCING OR ANY OF THEM WITH RESPECT TO THIS ESCROW AGREEMENT, OR THE TRANSACTIONS RELATED HERETOCONTEMPLATED THEREBY, INCLUDING IN EACH CASE WHETHER NOW EXISTING ANY ACTION, PROCEEDING OR HEREAFTER ARISING, AND WHETHER FOUNDED IN CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT COUNTERCLAIM AGAINST ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT JURY, AND THAT ANY PARTY TO THIS ESCROW AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION 4.5 WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE SIGNATORIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURYFINANCING SOURCE.