Common use of Consent to Jurisdiction; Venue Clause in Contracts

Consent to Jurisdiction; Venue. Each of the parties hereto irrevocably agrees that any legal action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by any other party hereto or its successors or assigns shall be brought and determined exclusively in the Court of Chancery of the State of Delaware, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in any state or federal court in the State of Delaware. Each of the parties hereto agrees that mailing of process or other papers in connection with any such action or proceeding in the manner provided in Section 11(l) or in such other manner as may be permitted by applicable Laws, will be valid and sufficient service thereof. Each of the parties hereto hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated by this Agreement in any court or tribunal other than the aforesaid courts. Each of the parties hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder (i) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve process in accordance with this Section 11(h), (ii) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and (iii) to the fullest extent permitted by the applicable Laws, any claim that (x) the suit, action or proceeding in such court is brought in an inconvenient forum or (y) the venue of such suit, action or proceeding is improper.

Consent to Jurisdiction; Venue. Each of the parties hereto irrevocably and unconditionally agrees that any legal action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by any other party hereto or its successors or assigns assigns, shall be brought and determined exclusively in the Delaware Court of Chancery of and any state appellate court therefrom within the State of DelawareDelaware (or, or in if the event (but only in the event) that such court does not have subject matter Delaware Court of Chancery declines to accept jurisdiction over such action or proceedinga particular matter, in any state or federal court in within the State of Delaware. Each of the parties hereto agrees that mailing of process or other papers in connection with any such action or proceeding in the manner provided in Section 11(l) or in such other manner as may be permitted by applicable Laws, will be valid and sufficient service thereof). Each of the parties hereto hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the exclusive personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated by this Agreement in any court or tribunal other than the aforesaid courts. Each of the parties hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement and the rights and obligations arising hereunderAgreement, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder (i) any claim that it is not personally subject to the jurisdiction of the above above-named courts for any reason other than the failure to serve process in accordance with this Section 11(h)reason, (ii) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), ) and (iii) to the fullest extent permitted by the applicable LawsLaw, any claim that (xA) the suit, action or proceeding in such court is brought in an inconvenient forum or forum, (yB) the venue of such suit, action or proceeding is improperimproper or (C) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Waiver of Jury Trial. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE, AGENT 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 EITHER OF SUCH WAIVERS, (B) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVERS, (C) IT MAKES SUCH WAIVERS VOLUNTARILY, AND (D) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 2(e).

Consent to Jurisdiction; Venue. Each party irrevocably and unconditionally consents, agrees and submits to the exclusive jurisdiction of the parties Supreme Court of Bermuda (and appropriate appellate courts therefrom) (the “Chosen Courts”), for the purposes of any litigation, action, suit or other proceeding with respect to the subject matter hereof. Each party agrees to commence any litigation, action, suit or proceeding relating hereto only in the Supreme Court of Bermuda, or if such litigation, action, suit or other proceeding may not be brought in such court for reasons of subject matter jurisdiction, in the other appellate courts therefrom or other courts of Bermuda. Each party irrevocably agrees that and unconditionally waives any legal action objection to the laying of venue of any litigation, action, suit or proceeding with respect to this Agreement the subject matter hereof in the Chosen Courts, and hereby further 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 irrevocably and unconditionally consents to and grants any such court jurisdiction over the rights and obligations arising hereunderPerson of such parties and, or for recognition and enforcement to the extent legally effective, over the subject matter of any judgment in respect of this Agreement such dispute and the rights and obligations arising hereunder brought by any other party hereto or its successors or assigns shall be brought and determined exclusively in the Court of Chancery of the State of Delaware, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in any state or federal court in the State of Delaware. Each of the parties hereto agrees that mailing of process or other papers documents in connection with any such action or proceeding in the manner provided in Section 11(l) ‎Section 9.02 hereof or in such other manner as may be permitted by applicable LawsLaw, will shall be valid and sufficient service thereof. Each of the The parties hereto hereby irrevocably submits with regard to agree that a final judgment in any such action litigation, action, suit or proceeding for itself shall be conclusive and may be enforced in respect of its property, generally and unconditionally, to other jurisdictions by suit on the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement judgment or any of the transactions contemplated by this Agreement in any court or tribunal other than the aforesaid courts. Each of the parties hereto hereby irrevocably waives, and agrees not to assert, manner provided by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder (i) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve process in accordance with this Section 11(h), (ii) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and (iii) to the fullest extent permitted by the applicable Laws, any claim that (x) the suit, action or proceeding in such court is brought in an inconvenient forum or (y) the venue of such suit, action or proceeding is improperLaw.

Consent to Jurisdiction; Venue. Each of the parties hereto irrevocably and unconditionally agrees that any legal action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by any other party hereto or its successors or assigns assigns, shall be brought and determined exclusively in the Delaware Court of Chancery of and any state appellate court therefrom within the State of DelawareDelaware (or, or in if the event (but only in the event) that such court does not have subject matter Delaware Court of Chancery declines to accept jurisdiction over such action or proceedinga particular matter, in any state or federal court in within the State of Delaware. Each of the parties hereto agrees that mailing of process or other papers in connection with any such action or proceeding in the manner provided in Section 11(l) or in such other manner as may be permitted by applicable Laws, will be valid and sufficient service thereof). Each of the parties hereto hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the exclusive personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated by this Agreement in any court or tribunal other than the aforesaid courts. Each of the parties hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement and the rights and obligations arising hereunderAgreement, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder (i) any claim that it is not personally subject to the jurisdiction of the above above-named courts for any reason other than the failure to serve process in accordance with this Section 11(h)reason, (ii) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), ) and (iii) to the fullest extent permitted by the applicable LawsLaw, any claim that (xA) the suit, action or proceeding in such court is brought in an inconvenient forum or forum, (yB) the venue of such suit, action or proceeding is improperimproper or (C) this Agreement, or the subject mater hereof, may not be enforced in or by such courts.

Consent to Jurisdiction; Venue. Each of the parties hereto irrevocably agrees that any legal action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by any the other party hereto or its successors or assigns assigns, shall be brought and determined exclusively in the Delaware Court of Chancery of and any state appellate court therefrom within the State of DelawareDelaware (or, or in if the event (but only in the event) that such court does not have subject matter Delaware Court of Chancery declines to accept jurisdiction over such action or proceedinga particular matter, in any state or federal court in within the State of Delaware. Each of the parties hereto agrees that mailing of process or other papers in connection with any such action or proceeding in the manner provided in Section 11(l) or in such other manner as may be permitted by applicable Laws, will be valid and sufficient service thereof). Each of the parties hereto hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated by this Agreement in any court or tribunal other than the aforesaid courts. Each of the parties hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement and the rights and obligations arising hereunderAgreement, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder (i) any claim that it is not personally subject to the jurisdiction of the above above-named courts for any reason other than the failure to serve process in accordance with this Section 11(h10(d), (ii) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), ) and (iii) to the fullest extent permitted by the applicable Lawslaw, any claim that (xA) the suit, action or proceeding in such court is brought in an inconvenient forum or forum, (yB) the venue of such suit, action or proceeding is improperimproper or (C) this Agreement, or the subject mater hereof, may not be enforced in or by such courts.

Consent to Jurisdiction; Venue. Each of Purchaser and Seller Parent hereby irrevocably and unconditionally submits to the exclusive jurisdiction of the courts of the State of New York sitting in New York County and the courts of the United States of America located in New York County, New York for any dispute, controversy or claim (a “Dispute”) arising out of or relating to this Agreement or the transactions contemplated hereby (other than any sections of this Agreement that contain their own dispute resolution mechanics, to which this Section 12.10 shall not apply except to enforce such provisions), agrees not to commence any Dispute relating hereto except in such courts, and further agrees that service of any process, summons, notice or document by US registered mail to its respective address set forth in Section 12.5, shall be effective service of process for any Dispute brought against it in any such court. Each of the parties hereto hereby irrevocably agrees that and unconditionally waives any legal action or proceeding with respect objection to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement laying of venue of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by any other party hereto or its successors or assigns shall be brought and determined exclusively Dispute in the Court of Chancery courts of the State of DelawareNew York sitting in New York County or the courts of the United States of America located in New York County, New York and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in the event (but only in the event) that any such court does not have subject matter jurisdiction over that any such action or proceeding, Dispute brought in any state or federal such court has been brought in the State of Delawarean inconvenient forum. Each of the parties hereto agrees that mailing of process or other papers a judgment in connection with any such action Dispute may be enforced in any other jurisdictions by suit on the judgment or proceeding in the any other manner provided in Section 11(l) or in such other manner as may be permitted by applicable Laws, will be valid and sufficient service thereofLaw. Each of the parties hereto hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated by this Agreement in any court or tribunal other than the aforesaid courts. Each of the parties hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder (i) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve process in accordance with this Section 11(h), (ii) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and (iii) to the fullest extent permitted by the applicable Laws, any claim that (x) the suit, action or proceeding in such court is brought in an inconvenient forum or (y) the venue of such suit, action or proceeding is improperEACH OF THE PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO TRIAL BY JURY IN CONNECTION WITH ANY LITIGATION ARISING OUT OF OR RELATING IN ANY WAY TO TRANSACTION MATTERS.

Consent to Jurisdiction; Venue. Each party irrevocably and unconditionally consents, agrees and submits to the exclusive jurisdiction of the parties Supreme Court of Bermuda (and appropriate appellate courts therefrom) (the “Chosen Courts”), for the purposes of any litigation, action, suit or other proceeding with respect to the subject matter hereof. Each party agrees to commence any litigation, action, suit or proceeding relating hereto only in the Supreme Court of Bermuda, or if such litigation, action, suit or other proceeding may not be brought in such court for reasons of subject matter jurisdiction, in the other appellate courts therefrom or other courts of Bermuda. Each party irrevocably agrees that and unconditionally waives any legal action objection to the laying of venue of any litigation, action, suit or proceeding with respect to this Agreement the subject matter hereof in the Chosen Courts, and hereby further 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 irrevocably and unconditionally consents to and grants any such court jurisdiction over the rights and obligations arising hereunderPerson of such parties and, or for recognition and enforcement to the extent legally effective, over the subject matter of any judgment in respect of this Agreement such dispute and the rights and obligations arising hereunder brought by any other party hereto or its successors or assigns shall be brought and determined exclusively in the Court of Chancery of the State of Delaware, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in any state or federal court in the State of Delaware. Each of the parties hereto agrees that mailing of process or other papers documents in connection with any such action or proceeding in the manner provided in Section 11(l) 8.2 of the Amalgamation Agreement or in such other manner as may be permitted by applicable LawsLaw, will shall be valid and sufficient service thereof. Each of the The parties hereto hereby irrevocably submits with regard to agree that a final judgment in any such action litigation, action, suit or proceeding for itself shall be conclusive and may be enforced in respect of its property, generally and unconditionally, to other jurisdictions by suit on the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement judgment or any of the transactions contemplated by this Agreement in any court or tribunal other than the aforesaid courts. Each of the parties hereto hereby irrevocably waives, and agrees not to assert, manner provided by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder (i) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve process in accordance with this Section 11(h), (ii) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and (iii) to the fullest extent permitted by the applicable Laws, any claim that (x) the suit, action or proceeding in such court is brought in an inconvenient forum or (y) the venue of such suit, action or proceeding is improperLaw.

Consent to Jurisdiction; Venue. (a) Each party irrevocably and unconditionally consents, agrees and submits to the exclusive jurisdiction of the parties Supreme Court of Bermuda (and appropriate appellate courts therefrom) (the “Chosen Courts”), for the purposes of any litigation, action, suit or other proceeding with respect to the subject matter hereof. Each party agrees to commence any litigation, action, suit or proceeding relating hereto only in the Supreme Court of Bermuda, or if such litigation, action, suit or other proceeding may not be brought in such court for reasons of subject matter jurisdiction, in the other appellate courts therefrom or other courts of Bermuda. Each party irrevocably agrees that and unconditionally waives any legal action objection to the laying of venue of any litigation, action, suit or proceeding with respect to this Agreement the subject matter hereof in the Chosen Courts, and hereby further 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 irrevocably and unconditionally consents to and grants any such court jurisdiction over the rights and obligations arising hereunderPerson of such parties and, or for recognition and enforcement to the extent legally effective, over the subject matter of any judgment in respect of this Agreement such dispute and the rights and obligations arising hereunder brought by any other party hereto or its successors or assigns shall be brought and determined exclusively in the Court of Chancery of the State of Delaware, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in any state or federal court in the State of Delaware. Each of the parties hereto agrees that mailing of process or other papers documents in connection with any such action or proceeding in the manner provided in Section 11(l) 8.2 hereof or in such other manner as may be permitted by applicable LawsLaw, will shall be valid and sufficient service thereof. Each of the The parties hereto hereby irrevocably submits with regard to agree that a final judgment in any such action litigation, action, suit or proceeding for itself shall be conclusive and may be enforced in respect of its property, generally and unconditionally, to other jurisdictions by suit on the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement judgment or any of the transactions contemplated by this Agreement in any court or tribunal other than the aforesaid courts. Each of the parties hereto hereby irrevocably waives, and agrees not to assert, manner provided by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder (i) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve process in accordance with this Section 11(h), (ii) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and (iii) to the fullest extent permitted by the applicable Laws, any claim that (x) the suit, action or proceeding in such court is brought in an inconvenient forum or (y) the venue of such suit, action or proceeding is improperLaw.

Consent to Jurisdiction; Venue. (a) The parties hereto submit to the personal jurisdiction of the courts of the State of Colorado and the Federal courts of the United States sitting in the State of Colorado and any appellate court from any such state or Federal court, and hereby irrevocably and unconditionally agree that all claims with respect to any such claim may be heard and determined in such State court or, to the extent permitted by law, in such Federal court. The parties hereto agree that a final judgment in any such claim shall be conclusive and may be enforced in any other jurisdiction by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that any party may otherwise have to bring any claim relating to this Agreement or any related matter against any other party or its assets or properties in the courts of any jurisdiction. (b) Each of the parties hereto irrevocably agrees that and unconditionally waives, to the fullest extent it may legally and effectively do so, any legal objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding with respect arising out of or relating to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by any other party hereto or its successors or assigns shall be brought and determined exclusively in the Court of Chancery of the State of Delaware, or in the event (but only in the event) that such court does not have subject related matter jurisdiction over such action or proceeding, in any Colorado state or federal Federal court located in the State of Delaware. Each Colorado and the defense of an inconvenient forum to the maintenance of such claim in any such court. (c) Notwithstanding the foregoing, each of the parties hereto agrees that mailing of process or other papers in connection with any such action or proceeding in the manner provided in Section 11(l) or in such other manner as may be permitted by applicable Lawsit will not, will be valid and sufficient service thereof. Each of the parties hereto hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not permit any of its Affiliates to, bring or support any action action, cause of action, claim, cross-claim or third-party claim of any kind or description, whether in law or in equity and whether in contract or tort or otherwise, against the Financing Sources in any way relating to this Agreement or any of the transactions contemplated by this Agreement hereby (including but not limited to, any dispute arising out of or relating to the Financing or the performance thereof) in any court or tribunal forum other than the aforesaid courts. Each United States District Court for the Southern District of New York or the Supreme Court of the parties hereto hereby irrevocably waivesState of New York, and agrees not to assertNew York County, by way located in the Borough of motion, as a defense, counterclaim or otherwiseManhattan or, in either case, any action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder (i) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve process in accordance with this Section 11(h), (ii) any claim that it or its property is exempt or immune from jurisdiction of any such appellate court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and (iii) to the fullest extent permitted by the applicable Laws, any claim that (x) the suit, action or proceeding in such court is brought in an inconvenient forum or (y) the venue of such suit, action or proceeding is improperthereof.

Consent to Jurisdiction; Venue. Each of the parties hereto irrevocably and unconditionally agrees that any legal action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by any other party hereto or its successors or assigns assigns, shall be brought and determined exclusively in the Delaware Court of Chancery of and any state appellate court therefrom within the State of DelawareDelaware (or, or in if the event (but only in the event) that such court does not have subject matter Delaware Court of Chancery declines to accept jurisdiction over such action or proceedinga particular matter, in any state or federal court in within the State of Delaware. Each of the parties hereto agrees that mailing of process or other papers in connection with any such action or proceeding in the manner provided in Section 11(l) or in such other manner as may be permitted by applicable Laws, will be valid and sufficient service thereof). Each of the parties hereto hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the exclusive personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated by this Agreement in any court or tribunal other than the aforesaid courts. Each of the parties hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement and the rights and obligations arising hereunderAgreement, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder (i) any claim that it is not personally subject to the jurisdiction of the above above-named courts for any reason other than the failure to serve process in accordance with this Section 11(h)reason, (ii) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), ) and (iii) to the fullest extent permitted by the applicable LawsLaw, any claim that (xA) the suit, action or proceeding in such court is brought in an inconvenient forum or forum, (yB) the venue of such suit, action or proceeding is improperimproper or (C) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.

Consent to Jurisdiction; Venue. Each of the parties hereto irrevocably hereby (i) agrees that any legal suit, action or proceeding with respect other proceeding, directly or indirectly, arising out of, under or relating to this Agreement and Agreement, its negotiation or the rights and obligations arising hereundertransactions contemplated hereby, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by any other party hereto or its successors or assigns shall will be brought heard and determined exclusively in the Chancery Court of the State of Delaware (and each agrees that no such suit, action or other proceeding relating to this Agreement will be brought by it or any of its Affiliates except in such court), subject to any appeal; provided, however, that if jurisdiction is not then available in the Chancery Court of the State of Delaware, or in the event (but only in the event) that then any such court does not have subject matter jurisdiction over such suit, action or proceeding, other proceeding may be brought in any Delaware state court or any federal court located in the State of DelawareDelaware and (ii) irrevocably and unconditionally submits to the exclusive jurisdiction of any such court in any such suit, action or other proceeding, irrevocably and unconditionally waives the defense of an inconvenient forum to the maintenance of any such suit, action or other proceeding and agrees that it will not attempt to deny or defeat such jurisdiction by motion or other request for leave from any such court. Each of the parties hereto further agrees that mailing of process or other papers in connection with any such action or proceeding in that, to the manner provided in Section 11(l) or in such other manner as may be fullest extent permitted by applicable LawsLaw, service of any process, summons, notice or document by U.S. registered mail to such Person’s respective address set forth in Section 12.01(a) will be valid and sufficient effective service thereofof process for any suit, action or other proceeding in Delaware with respect to any matters to which it has submitted to jurisdiction as set forth above in the immediately preceding sentence. Each of the parties hereto hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated by this Agreement final judgment in any court or tribunal other than the aforesaid courts. Each of the parties hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder (i) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve process in accordance with this Section 11(h), (ii) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and (iii) to the fullest extent permitted by the applicable Laws, any claim that (x) the suit, action or proceeding in such court is brought in an inconvenient forum or (y) the venue of such suit, action or other proceeding is improperwill be conclusive, subject to any appeal, and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law.

Consent to Jurisdiction; Venue. Each of the parties hereto irrevocably agrees that any legal action or proceeding with respect and unconditionally submits to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement exclusive jurisdiction of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by any other party hereto or its successors or assigns shall be brought and determined exclusively in the Delaware Court of Chancery (and if jurisdiction in the Delaware Court of Chancery shall be unavailable, any Delaware State court and the Federal court of the State United States of Delaware, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in any state or federal court America sitting in the State of Delaware) for the purposes of any Action or other proceeding arising out of this Agreement or any transaction contemplated hereby (and agrees that no such Action or proceeding relating to this Agreement shall be brought by it or any of the Subsidiaries except in such courts). Each of the parties hereto further agrees that mailing of process or other papers in connection with any such action or proceeding in the manner provided in Section 11(l) or in such other manner as may be permitted by applicable Lawsthat, will be valid and sufficient service thereof. Each of the parties hereto hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated by this Agreement in any court or tribunal other than the aforesaid courts. Each of the parties hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder (i) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve process in accordance with this Section 11(h), (ii) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and (iii) to the fullest extent permitted by the applicable LawsLaw, service of any claim that (x) the suitprocess, action summons, notice or document by U.S. registered mail to such person’s respective address set forth in Section 5.3 above shall be effective service of process for any Action or proceeding in the State of Delaware with respect to any matters to which it has submitted to jurisdiction as set forth above in the immediately preceding sentence. Each of the parties irrevocably and unconditionally waives (and agrees not to plead or claim), any objection to the laying of venue of any Action or proceeding arising out of this Agreement or the transactions contemplated hereby in the Delaware Court of Chancery (and if the Delaware Court of Chancery shall be unavailable, in any Delaware State court or the Federal court of the United States of America sitting in the State of Delaware) or that any such Action or proceeding brought in any such court is has been brought in an inconvenient forum or (y) the venue of such suit, action or proceeding is improperforum.

Consent to Jurisdiction; Venue. Each of the parties hereto irrevocably agrees that any legal action or proceeding (a) Any Proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by any other party hereto or its successors or assigns shall Loan Document may be brought and determined exclusively in the Court of Chancery courts of the State of Delaware, New York or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in any state or federal court in the State of Delaware. Each of the parties hereto agrees that mailing United States District Court for the Southern District of process or other papers in connection with any such action or proceeding in New York, and, by execution and delivery of this Agreement, the manner provided in Section 11(l) or in such other manner as may be permitted by applicable LawsBorrower, will be valid on its own behalf and sufficient service thereof. Each on behalf of each of the parties hereto Guarantors, hereby irrevocably submits with regard to any such action or proceeding accepts for itself and in respect of its propertyProperty, generally and unconditionally, to the personal non-exclusive jurisdiction of the aforesaid courts courts, and irrevocably agrees that it will not bring to be bound by any action relating to judgment rendered thereby in connection with this Agreement or any other Loan Documents. The Borrower, on its own behalf and on behalf of each of the transactions contemplated Guarantors further irrevocably consents to the service of process out of any of the aforementioned courts in any such Proceeding by the mailing of copies thereof by registered or certified mail, postage prepaid, to the Borrower or such Subsidiary at its address for notices pursuant to Section 10.7, such service to become effective five (5) days after such mailing. The Borrower on its own behalf and on behalf of the Guarantors designates and appoints CT Corporation System, 0000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000 and such other Persons as may hereafter be selected by the Borrower irrevocably agreeing in writing to serve, as the agent of the Borrower or such Subsidiary to receive, on such Persons behalf, service of all process in any proceedings in any such court, such service being hereby acknowledged by the Borrower, on its own behalf and on behalf of the Guarantors, to be effective and binding service in every respect. A copy of such process so served shall be mailed by registered mail to the Borrower or such Subsidiary so served at its address provided in Section 10.7 except that unless otherwise provided by applicable law, any failure to mail such copy shall not affect the validity of service of process. If any agent appointed by the Borrower refuses to receive and forward such service, the Borrower hereby agrees, on its own behalf and on behalf of each of the Guarantors, that service upon it by mail shall constitute sufficient notice. Nothing herein shall affect the right of the Administrative Agent, the Syndication Agent or any Lender to serve process in any other manner permitted by law or to commence proceeding or otherinst the Borrower or any of the Guarantors in any other jurisdiction. (b) The Borrower on its own behalf and on behalf of the Guarantors hereby irrevocably waives any objection which it may now or hereafter have to the laying of venue of any of the aforesaid proceedings arising out of or in connection with this Agreement or any other Loan Document brought in any court or tribunal other than the aforesaid courts. Each of the parties hereto courts referred to in clause (a) above and hereby further irrevocably waives, waives and agrees not to assert, by way of motion, as a defense, counterclaim plead or otherwise, claim in any action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder (i) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve process in accordance with this Section 11(h), (ii) any claim that it or its property is exempt or immune from jurisdiction of any such court or from that any legal process commenced such proceeding brought 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) to the fullest extent permitted by the applicable Laws, any claim that (x) the suit, action or proceeding in such court is has been brought in an inconvenient forum or (y) the venue of such suit, action or proceeding is improperforum.

Consent to Jurisdiction; Venue. Each of the parties hereto irrevocably agrees that any legal action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by any the other party hereto or its successors or assigns assigns, shall be brought and determined exclusively in the Massachusetts Superior Court and any state appellate court therefrom within the Commonwealth of Chancery of Massachusetts (or, if the State of Delaware, or in the event (but only in the event) that such court does not have subject matter Massachusetts Superior Court declines to accept jurisdiction over such action or proceedinga particular matter, in any state or federal court in within the State Commonwealth of Delaware. Each of the parties hereto agrees that mailing of process or other papers in connection with any such action or proceeding in the manner provided in Section 11(l) or in such other manner as may be permitted by applicable Laws, will be valid and sufficient service thereofMassachusetts). Each of the parties hereto hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated by this Agreement in any court or tribunal other than the aforesaid courts. Each of the parties hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement and the rights and obligations arising hereunderAgreement, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder (i) any claim that it is not personally subject to the jurisdiction of the above above-named courts for any reason other than the failure to serve process in accordance with this Section 11(h10(d), (ii) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), ) and (iii) to the fullest extent permitted by the applicable Lawslaw, any claim that (xA) the suit, action or proceeding in such court is brought in an inconvenient forum or forum, (yB) the venue of such suit, action or proceeding is improperimproper or (C) this Agreement, or the subject mater hereof, may not be enforced in or by such courts.

Consent to Jurisdiction; Venue. Each of the parties hereto irrevocably agrees that any legal action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by any other party hereto or its successors or assigns shall be brought and determined exclusively in the Court of Chancery of the State of Delaware, or in the event (but only in the eventa) that such court does not have subject matter jurisdiction over such action or proceeding, in any state or federal court in the State of Delaware. Each of the parties hereto agrees that mailing of process or other papers in connection with any such action or proceeding in the manner provided in Section 11(l) or in such other manner as may be permitted by applicable Laws, will be valid and sufficient service thereof. Each of the parties hereto The Corporation hereby irrevocably submits with regard to any such action or proceeding and unconditionally submits, for itself and in respect of its property, generally and unconditionally, to the personal exclusive jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement or any United States District Court of the transactions contemplated by this Agreement in any court or tribunal other than the aforesaid courts. Each Southern District of the parties hereto hereby irrevocably waivesNew York, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwiseany appellate court from such court, in any action or proceeding with respect arising out of or relating to this Agreement and the rights and obligations arising hereunderAgreement, or for recognition and or enforcement of any judgment judgment, and the Corporation hereby irrevocably and unconditionally agrees that all claims in respect of this Agreement any such action or proceeding may be heard and the rights and obligations arising hereunder (i) determined in such Federal court. The Corporation may not bring or commence any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve process such action or proceeding except in accordance with this Section 11(h), (ii) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment jurisdiction. The Corporation agrees that a final judgment in aid of execution of judgment, execution of any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or otherwise)in any other manner provided by law. (b) The Corporation 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 in any court referred to in paragraph (iiib) of this Section. The Corporation hereby irrevocably waives, to the fullest extent permitted by law, the applicable Laws, any claim that (x) defense of FORUM NON CONVENIENS to the suit, maintenance of such action or proceeding in any such court is brought court. (c) The Corporation hereby irrevocably appoints and designates Golenbock, Eiseman, Assor & Xxxx located at 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or any other person having and maintaining a place of business in an inconvenient forum or the State of New York whom the Corporation may from time to time hereafter designate (y) having given 30 days' notice thereof to the venue parties hereto), as the true and lawful attorney and duly authorized agent for acceptance of such suitservice of legal process from the Corporation. Without prejudice to the foregoing, action or proceeding is improperthe Corporation irrevocably consents to service of process in the manner provided for notices in Section 17. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

Consent to Jurisdiction; Venue. Waiver of Jury Trial ------------------------------- A. Any legal action or proceeding with respect to this Agreement, any Note or any Guarantee may be brought in the courts of the State of New York or of the United States for the Southern District of New York, and, by execution and delivery of this Agreement, each of the parties to this Agreement hereby irrevocably accepts for itself and in respect of its respective property, generally and unconditionally, the jurisdiction of the aforesaid courts. Each of the parties hereto to this Agreement hereby further irrevocably waives any claim that any such courts lack jurisdiction over such party, and agrees that not to plead or claim, in any legal action or proceeding with respect to this Agreement and Agreement, the rights and obligations arising hereunder, Notes or for recognition and enforcement of the Guarantees brought in any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by any other party hereto or its successors or assigns shall be brought and determined exclusively in the Court of Chancery of the State of Delawareaforesaid courts, or in the event (but only in the event) that any such court does not have subject matter lacks jurisdiction over such action or proceeding, in any state or federal court in the State of Delawareparty. Each of the parties hereto agrees that mailing to this Agreement irrevocably consents to the service of process or other papers in connection with any such action or proceeding by the mailing of copies thereof by registered or certified mail, postage prepaid, to such party, at its respective address for notices pursuant to Section 12.9, such service to become effective 30 days after such mailing. To the extent permitted by law, each of the parties to this Agreement hereby irrevocably waives any objection to such service of process and further irrevocably waives and agrees not to plead or claim in any action or proceeding commenced hereunder or under any Note or any Guarantee that service of process was in any way invalid or ineffective. Nothing herein shall affect the manner provided right of any party to this Agreement to serve process in Section 11(l) or in such any other manner as may be permitted by applicable Laws, will be valid and sufficient service thereof. law or to commence legal proceedings or otherwise proceed against any party in any other jurisdiction. B. Each of the parties hereto to this Agreement hereby irrevocably submits waives any objection which it may now or hereafter have to the laying of venue of any of the aforesaid actions or proceedings arising out of or in connection with regard this Agreement, the Notes or the Guarantees brought in the courts referred to in clause A above and hereby further irrevocably waives and agrees not to plead or claim in any such court that any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated by this Agreement brought in any such court or tribunal other than the aforesaid courts. has been brought in an inconvenient forum. C. Each of the parties hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement and hereby irrevocably waives all right to a trial by jury in any action, proceeding or counterclaim arising out of or relating to this Agreement, the rights and obligations arising hereunder, Notes or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder (i) any claim that it is not personally subject to Guarantees or the jurisdiction of the above named courts for any reason other than the failure to serve process in accordance with this Section 11(h), (ii) any claim that it transactions contemplated hereby or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and (iii) to the fullest extent permitted by the applicable Laws, any claim that (x) the suit, action or proceeding in such court is brought in an inconvenient forum or (y) the venue of such suit, action or proceeding is improperthereby.

Consent to Jurisdiction; Venue. Each The parties hereto agree that all actions or proceedings arising in connection with this Agreement shall be initiated and tried exclusively in the State and Federal courts located in the county of New Castle, State of Delaware. The aforementioned choice of venue is intended by the parties hereto irrevocably agrees to be mandatory and not permissive in nature, thereby precluding the possibility of litigation between the parties with respect to or arising out of this Agreement in any jurisdiction other than that specified in this Section 11.7. Each party hereby waives any legal right it may have to assert the doctrine of forum non conveniens or similar doctrine or to object to venue with respect to any proceeding brought in accordance with this paragraph, and stipulates that the State and Federal courts located in the County of New Castle, State of Delaware shall have in personam jurisdiction and venue over each of them for the purposes of litigating any dispute, controversy or proceeding arising out of or related to this Agreement. Each party hereby authorizes and accepts service of process sufficient for personal jurisdiction in any action against it as contemplated by this Section 11.7 by registered or certified mail, return receipt requested, postage prepaid, to its address for the giving of notices as set forth in this Agreement, or in the manner set forth in Section 11.4 of this Agreement for the giving of notice. Any final judgment rendered against a party in any action or proceeding shall be conclusive as to the subject of such final judgment and may be enforced in other jurisdictions in any manner provided by law. Stockholder Representative hereby irrevocably designates Corporation Service Company (in such capacity, the "Process Agent"), with respect an office located at 2711 Centerville Road, Ste. 000, Xxxxxxxxxx, XX 00000, Xxxxxx xx Xxx Xxxxxx, Xxxxxxxx, xxx xxxxxxxx, xxxxxxxxx xxx xxxxx xo receive, for and on its behalf, service of process in such jurisdiction in any litigation arising out of or relating to this Agreement and such service shall be deemed complete upon delivery thereof to the rights and obligations arising hereunder, or for recognition and enforcement Process Agent; provided that in the case of any judgment in respect of this Agreement and such service upon the rights and obligations arising hereunder brought by any other Process Agent, the party hereto or its successors or assigns effecting such service shall be brought and determined exclusively in also deliver a copy thereof to the Court of Chancery of the State of Delaware, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in any state or federal court in the State of Delaware. Each of the parties hereto agrees that mailing of process or other papers in connection with any such action or proceeding Stockholder Representative in the manner provided in Section 11(l) or in such other manner as may be permitted by applicable Laws, will be valid and sufficient service thereof. Each of the parties hereto hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated by this Agreement in any court or tribunal other than the aforesaid courts. Each of the parties hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect 11.4 of this Agreement and the rights and obligations arising hereunder (i) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve process in accordance with this Section 11(h), (ii) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and (iii) to the fullest extent permitted by the applicable Laws, any claim that (x) the suit, action or proceeding in such court is brought in an inconvenient forum or (y) the venue of such suit, action or proceeding is improperAgreement.

Consent to Jurisdiction; Venue. (a) Each party irrevocably and unconditionally consents, agrees and submits to the exclusive jurisdiction of the parties Supreme Court of Bermuda (and appropriate appellate courts therefrom) (the “Chosen Courts”), for the purposes of any litigation, action, suit or other proceeding with respect to the subject matter hereof. Each party agrees to commence any litigation, action, suit or proceeding relating hereto only in the Supreme Court of Bermuda, or if such litigation, action, suit or other proceeding may not be brought in such court for reasons of subject matter jurisdiction, in the other appellate courts therefrom or other courts of Bermuda. Each party irrevocably agrees that and unconditionally waives any legal action objection to the laying of venue of any litigation, action, suit or proceeding with respect to this Agreement the subject matter hereof in the Chosen Courts, and hereby further 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 irrevocably and unconditionally consents to and grants any such court jurisdiction over the rights and obligations arising hereunderPerson of such parties and, or for recognition and enforcement to the extent legally effective, over the subject matter of any judgment in respect of this Agreement such dispute and the rights and obligations arising hereunder brought by any other party hereto or its successors or assigns shall be brought and determined exclusively in the Court of Chancery of the State of Delaware, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in any state or federal court in the State of Delaware. Each of the parties hereto agrees that mailing of process or other papers documents in connection with any such action or proceeding in the manner provided in Section 11(l) 9.2 hereof or in such other manner as may be permitted by applicable LawsLaw, will shall be valid and sufficient service thereof. Each of the The parties hereto hereby irrevocably submits with regard to agree that a final judgment in any such action litigation, action, suit or proceeding for itself shall be conclusive and may be enforced in respect of its property, generally and unconditionally, to other jurisdictions by suit on the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement judgment or any of the transactions contemplated by this Agreement in any court or tribunal other than the aforesaid courts. Each of the parties hereto hereby irrevocably waives, and agrees not to assert, manner provided by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder (i) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve process in accordance with this Section 11(h), (ii) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and (iii) to the fullest extent permitted by the applicable Laws, any claim that (x) the suit, action or proceeding in such court is brought in an inconvenient forum or (y) the venue of such suit, action or proceeding is improperLaw.

Consent to Jurisdiction; Venue. Each of the parties hereto irrevocably agrees that any legal action or proceeding with respect to this Agreement (a) The Corporation and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by any other party hereto or its successors or assigns shall be brought and determined exclusively in the Court of Chancery of the State of Delaware, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in any state or federal court in the State of Delaware. Each of the parties hereto agrees that mailing of process or other papers in connection with any such action or proceeding in the manner provided in Section 11(l) or in such other manner as may be permitted by applicable Laws, will be valid and sufficient service thereof. Each of the parties hereto each Founder hereby irrevocably submits with regard to any such action or proceeding and unconditionally submits, for itself and in respect of its property, generally and unconditionally, to the personal exclusive jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement or any United States District Court of the transactions contemplated by this Agreement in any court or tribunal other than the aforesaid courts. Each Southern District of the parties hereto hereby irrevocably waivesNew York, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwiseany appellate court from such court, in any action or proceeding with respect arising out of or relating to this Agreement and the rights and obligations arising hereunderAgreement, or for recognition and or enforcement of any judgment judgment, and the Corporation and each of Founders hereby irrevocably and unconditionally agrees that all claims in respect of this Agreement any such action or proceeding may be heard and determined in such Federal court. The Corporation and the rights and obligations arising hereunder (i) Founders may not bring or commence any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve process such action or proceeding except in accordance with this Section 11(h), (ii) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service jurisdiction. Each of notice, attachment prior to judgment, attachment the Corporation and Founders agrees that a final judgment in aid of execution of judgment, execution of any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or otherwise)in any other manner provided by law. (b) The Corporation and each Founder 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 in any court referred to in paragraph (iiia) of this Section. Each of the Corporation and Founders hereby irrevocably waives, to the fullest extent permitted by law, the applicable Laws, any claim that (x) defense of FORUM NON CONVENIENS to the suit, maintenance of such action or proceeding in any such court is brought court. (c) The Corporation and each Founder hereby irrevocably appoints and designates Gotenbock, Eiseman, Xxxxx & Xxxx located at 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 or any other person having and maintaining a place of business in an inconvenient forum the State of New York whom the Corporation or such Founder, as the case may be, may from time to time hereafter designate (y) having given 30 days' notice thereof to the venue parties hereto), as the true and lawful attorney and duly authorized agent for acceptance of service of legal process from the Corporation or such suitFounder, action or proceeding is improperas the case may be. Without prejudice to the foregoing, the Corporation and the Founder to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 4.6. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

Consent to Jurisdiction; Venue. (a) Each of the parties hereto Note Parties irrevocably agrees that any legal action or proceeding with respect and unconditionally submits, for itself and its property, to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement nonexclusive jurisdiction of any judgment in respect the courts of this Agreement and the rights and obligations arising hereunder brought by any other party hereto or its successors or assigns shall be brought and determined exclusively in the Supreme Court of Chancery of the State of Delaware, or New York sitting in New York County in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in any state or federal court in the State Borough of Delaware. Each Manhattan and of the parties hereto agrees that mailing United States District Court for the Southern District of process or other papers in connection with any such action or proceeding in the manner provided in Section 11(l) or in such other manner as may be permitted by applicable Laws, will be valid and sufficient service thereof. Each of the parties hereto hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated by this Agreement in any court or tribunal other than the aforesaid courts. Each of the parties hereto hereby irrevocably waivesNew York, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwiseany appellate court from any thereof, in any action or proceeding with respect arising out of or relating to this Agreement and the rights and obligations arising hereunderIndenture or any other Second Lien Document to which each is a party, or for recognition and or enforcement of any judgment judgment, and each Note Party, the Trustee, the Secured Notes Collateral Agent and Holder irrevocably and unconditionally agrees that all claims in respect of this Agreement and the rights and obligations arising hereunder (i) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve process in accordance with this Section 11(h), (ii) any claim that it or its property is exempt or immune from jurisdiction of any such court action or from any legal process commenced proceeding may be heard and determined in such state courts (whether through service of noticeor, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and (iii) to the fullest extent permitted by applicable Law, in such federal courts. Each Note Party, the Trustee, the Secured Notes Collateral Agent and Holder agrees that a final judgment in any such action or proceeding will be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Nothing in this Indenture or in any other Second Lien Document will affect any right that any Note Party, the Trustee, the Secured Notes Collateral Agent or Holder may otherwise have to bring any action or proceeding relating to this Indenture or any other Second Lien Document in the courts of any other jurisdiction. (b) Each of the Note Parties irrevocably and unconditionally waives, to the fullest extent permitted by applicable LawsLaw, any claim objection that (x) it may now or hereafter have to the suitlaying of venue of any action or proceeding arising out of or relating to this Indenture or any other Second Lien Document in any court referred to in Section 12.15(a). Each Note Party, the Trustee, the Secured Notes Collateral Agent and Holder hereby irrevocably waives, to the fullest extent permitted by applicable Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court is brought in an inconvenient forum or (y) the venue of such suit, action or proceeding is impropercourt.

Consent to Jurisdiction; Venue. (a) Each of the parties hereto irrevocably and unconditionally agrees that any legal action Action arising out of or proceeding with respect relating to this Agreement and the rights and obligations arising hereunderunder this Agreement, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder under this Agreement brought by any other another party hereto or its successors or assigns assigns, shall be brought and determined exclusively in the Delaware Court of Chancery of the State of DelawareChancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceedingAction, in any state or federal court in the State United States District Court for the District of Delaware. Each of the parties hereto agrees that mailing of process or other papers in connection with any such action or proceeding in the manner provided in Section 11(l) or in such other manner as may be permitted by applicable Laws, will be valid and sufficient service thereof. Each of the parties hereto hereby irrevocably submits with regard to any such action or proceeding Action for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action Action relating to this Agreement or any of the transactions contemplated by this Agreement in any court or tribunal other than the aforesaid courts. Each of the parties hereto hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding Action with respect to this Agreement and the rights and obligations arising hereunderAgreement, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder (i) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve process in accordance with this Section 11(h)9.9, (ii) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), ) and (iii) to the fullest extent permitted by the applicable LawsApplicable Law, any claim that (xA) the suit, action or proceeding Action in such court is brought in an inconvenient forum or forum, (yB) the venue of such suitAction is improper or (B) this Agreement, action or the subject matter of this Agreement, may not be enforced in or by such courts. Each of the parties also agrees that any final, non-appealable judgment against a party in connection with any Action shall be conclusive and binding on such party and that such award or judgment may be enforced in any court of competent jurisdiction, either within or outside of the United States. A certified or exemplified copy of such award or judgment shall be conclusive evidence of the fact and amount of such award or judgment. (b) Each of the parties consents to service being made through the notice procedures set forth in Section 9.2 and agrees that service of any process, summons, notice or document by registered mail (return receipt requested and first-class postage prepaid) to the respective addresses set forth in Section 9.2 shall be effective service of process for any suit or proceeding is improperin connection with this Agreement or the transactions contemplated by this Agreement. Nothing in this Section 9.9 shall affect the right of any party to serve legal process in any other manner permitted by law.

Consent to Jurisdiction; Venue. (a) Each of the parties hereto irrevocably submits to the exclusive jurisdiction of the state courts of Delaware and to the jurisdiction of the United States District Court for the District of Delaware for the purpose of any action, whether in law or in equity, whether in contract or in tort or otherwise, arising out of or relating to this Agreement and the Confidentiality Agreement, and each of the parties hereto irrevocably agrees that any legal action or proceeding with all claims in respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by any other party hereto or its successors or assigns shall such action may be brought heard and determined exclusively in the Court of Chancery of the State of Delaware, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in any Delaware state or federal court sitting in the State of Delaware. Each of the parties hereto agrees that mailing of process a final judgment in any action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other papers in connection with any such action or proceeding in the manner provided in Section 11(lby Law. (b) or in such other manner as may be permitted by applicable Laws, will be valid and sufficient service thereof. Each of the parties hereto hereby irrevocably submits with regard consents to the service of any such summons and complaint and any other process in any other action relating to the Merger, on behalf of itself or proceeding for itself and in respect of its property, generally and unconditionally, to by the personal jurisdiction delivery of copies of such process to such party. Nothing in this Section 8.10 shall affect the right of any party hereto to serve legal process in any other manner permitted by Law. (c) Notwithstanding the foregoing, each of the aforesaid courts and parties hereto agrees that it will not bring or support, or permit any action of its Affiliates to bring or support, any action, whether in law or in equity, whether in contract or in tort or otherwise, against any Lender Party in any way relating to this Agreement or any of the transactions contemplated by this Agreement hereby, including any dispute arising out of or relating in any court way to the Debt Financing Commitment or tribunal the performance thereof, in any forum other than the aforesaid courts. Each Supreme Court of the parties hereto hereby irrevocably waivesState of New York, and agrees not to assertCounty of New York, by way or, if under applicable legal requirement exclusive jurisdiction is vested in the federal courts, the United States District Court for the Southern District of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement New York (and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder (i) any claim that it is not personally subject to the jurisdiction of the above named appellate courts for any reason other than the failure to serve process in accordance with this Section 11(h), (ii) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwisethereof), and (iii) that the provisions of Section 8.11 relating to the fullest extent permitted by the applicable Laws, waiver of jury trial shall apply to any claim that (x) the suit, action or proceeding in such court is brought in an inconvenient forum or (y) the venue of such suit, action or proceeding is improperaction.

Consent to Jurisdiction; Venue. (a) The parties hereto submit to the personal jurisdiction of the courts of the State of Delaware and the Federal courts of the United States sitting in the State of Delaware, and any appellate court from any such state or Federal court, solely in respect of the interpretation and enforcement of the provisions of this Agreement and of the documents referred to in this Agreement, and in respect of the transactions contemplated hereunder, and hereby irrevocably and unconditionally agree that all claims with respect to any such claim may be heard and determined in such Delaware court or, to the extent permitted by law, in such Federal court. The parties hereto agree that a final judgment in any such claim shall be conclusive and may be enforced in any other jurisdiction by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that any party may otherwise have to bring any claim relating to this Agreement or any related matter against any other party or its assets or properties in the courts of any jurisdiction. (b) Each of the parties hereto irrevocably agrees that and unconditionally waives, to the fullest extent it may legally and effectively do so, any legal objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding with respect arising out of or relating to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by any other party hereto or its successors or assigns shall be brought and determined exclusively in the Court of Chancery of the State of Delaware, or in the event (but only in the event) that such court does not have subject related matter jurisdiction over such action or proceeding, in any Delaware state or federal Federal court located in the State of DelawareDelaware and the defense of an inconvenient forum to the maintenance of such claim in any such court. Each The parties and Securityholders hereby consent to and grant any such court jurisdiction over the person of such Persons and over the parties hereto agrees subject matter of such dispute and agree that mailing of process or other papers in connection with any such action or proceeding in the manner provided in Section 11(l) 9.7 or in such other manner as may be permitted by applicable LawsApplicable Law, will shall be valid and sufficient service thereof. Each of the parties hereto hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated by this Agreement in any court or tribunal other than the aforesaid courts. Each of the parties hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder (i) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve process in accordance with this Section 11(h), (ii) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and (iii) to the fullest extent permitted by the applicable Laws, any claim that (x) the suit, action or proceeding in such court is brought in an inconvenient forum or (y) the venue of such suit, action or proceeding is improper.

Consent to Jurisdiction; Venue. (a) Each of the parties hereto irrevocably and unconditionally agrees that any legal action Action arising out of or proceeding with respect relating to this Agreement and the rights and obligations arising hereunderunder this Agreement, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder under this Agreement brought by any other another party hereto or its successors or assigns assigns, shall be brought and determined exclusively in the Court of Chancery of the State of Delaware, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceedingAction, in any state or federal court in the State United States District Court for the District of Delaware. Each of the parties hereto agrees that mailing of process or other papers in connection with any such action or proceeding in the manner provided in Section 11(l) or in such other manner as may be permitted by applicable Laws, will be valid and sufficient service thereof. Each of the parties hereto hereby irrevocably submits with regard to any such action or proceeding Action for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action Action relating to this Agreement or any of the transactions contemplated by this Agreement in any court or tribunal other than the aforesaid courts. Each of the parties hereto hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding Action with respect to this Agreement and the rights and obligations arising hereunderAgreement, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder (i) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve process in accordance with this Section 11(h)9.9, (ii) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), ) and (iii) to the fullest extent permitted by the applicable LawsApplicable Law, any claim that (xA) the suit, action or proceeding Action in such court is brought in an inconvenient forum or forum, (yB) the venue of such suitAction is improper or (C) this Agreement, action or proceeding is improperthe subject matter of this Agreement, may not be enforced in or by such courts. Each of the parties also agrees that any final, non-appealable judgment against a party in connection with any Action shall be conclusive and binding on such party and that such award or judgment may be enforced in any court of competent jurisdiction, either within or outside of the United States. A certified or exemplified copy of such award or judgment shall be conclusive evidence of the fact and amount of such award or judgment. (b) Each of the parties consents to service being made through the notice procedures set forth in Section 9.2 and agrees that service of any process, summons, notice or document by registered mail (return receipt requested and first-class postage prepaid) to the respective addresses set forth in Section 9.2 shall be effective service of process for any Action in connection with this Agreement or the transactions contemplated by this Agreement. Nothing in this Section 9.9 shall affect the right of any party to serve legal process in any other manner permitted by law.

Consent to Jurisdiction; Venue. Each of the parties hereto Parties irrevocably agrees that any legal action Legal Proceeding based upon, arising out of or proceeding with respect related to this Agreement Agreement, the other Transaction Documents, the transactions contemplated hereby or thereby and the rights and obligations arising hereunderhereunder or thereunder, or for recognition and enforcement of any judgment in respect of this Agreement or other Transaction Documents and the rights and obligations arising hereunder or thereunder brought by any the other party hereto Party or its successors or assigns assigns, shall be brought and determined exclusively in the Delaware Court of Chancery, or, if the Delaware Court of Chancery of declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware, or in or, if both the event (but only in Delaware Court of Chancery and the event) that such court does not have subject matter federal courts within the State of Delaware decline to accept jurisdiction over such action or proceedinga particular matter, in any other state or federal court in within the State of Delaware, and, in each case, any appellate court therefrom. Each of the parties hereto agrees that mailing of process or other papers in connection with any such action or proceeding in the manner provided in Section 11(l) or in such other manner as may be permitted by applicable Laws, will be valid and sufficient service thereof. Each of the parties hereto Parties hereby irrevocably submits with regard to any such action or proceeding Legal Proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action Legal Proceeding relating to this Agreement Agreement, the other Transaction Documents or any of the transactions contemplated by this Agreement hereby or thereby in any court or tribunal other than the aforesaid courts. Each of the parties hereto Parties hereby irrevocably waives, and agrees not to assert, by way of motion, assert as a defense, counterclaim or otherwise, in any action or proceeding Legal Proceeding with respect to this Agreement and or the rights and obligations arising hereunder, Transaction Documents or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder transactions contemplated hereby or thereby: (ia) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve process in accordance with this Section 11(h), 10.10; (iib) any claim that it or its property is exempt or immune from the jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), ; and (iiic) to the fullest extent permitted by the applicable LawsLaw, any claim that (xi) the suit, action or proceeding Legal Proceeding in such court is brought in an inconvenient forum or forum, (yii) the venue of such suitLegal Proceeding is improper or (iii) this Agreement or the Transaction Documents, or the subject matter hereof, may not be enforced in or by such courts. Each of the Parties agrees that service of process upon such Party in any such Legal Proceeding shall be effective if such process is given as a notice in accordance with Section 10.02. Buyer agrees that if Seller obtains a judgment against Buyer in any of the foregoing courts arising out of or relating to this Agreement, the other Transaction Documents and the transactions contemplated hereby or thereby, Seller may bring an action with respect to the recognition and enforcement thereof in a court in any jurisdiction whatsoever, and Buyer hereby irrevocably waives and agrees not to assert by way of motion, as a defense, counterclaim or proceeding is improperotherwise, any contention that such judgment of any of the foregoing courts may not be recognized or enforced in whole or in part.

Consent to Jurisdiction; Venue. Each In any action or proceeding between any of the parties hereto arising out of or relating to this Agreement or any of the transactions contemplated by this Agreement, each of the parties: (a) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware; (b) agrees that any legal all claims in respect of such action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by any other party hereto or its successors or assigns shall may be brought heard and determined exclusively in the Court of Chancery of the State of Delaware; (c) waives, to the fullest extent it may legally and effectively do so, any objection which it may now or in hereafter have to the event (but only in the event) that such court does not have subject matter jurisdiction over laying of venue of any such action or proceedingproceeding in the Court of Chancery of the State of Delaware; and (d) waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any state or federal court in the Court of Chancery of the State of Delaware. Each of the parties hereto agrees that mailing of process or other papers a final judgment in connection with any such action or proceeding may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 11(l) or 9.13. Nothing in such this Agreement shall affect the right of any party to this Agreement to serve process in any other manner as may be permitted by applicable Laws, will be valid and sufficient service thereofLegal Requirements. Each of the parties hereto hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring or support any action action, cause of action, claim, cross-claim or third-party claim of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against the Financing Source in any way relating to this Agreement or any of the transactions contemplated by this Agreement Agreement, including, but not limited to any dispute arising out of or reliant in any court way to any commitment letter or tribunal the performance thereof, in any forum other than the aforesaid courts. Each federal and New York State courts located in the City of the parties hereto hereby irrevocably waivesNew York, Borough of Manhattan (and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder (i) any claim that it is not personally subject to the jurisdiction of the above named appellate courts for any reason other than the failure to serve process in accordance with this Section 11(hthereof), (ii) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and (iii) to the fullest extent permitted by the applicable Laws, any claim that (x) the suit, action or proceeding in such court is brought in an inconvenient forum or (y) the venue of such suit, action or proceeding is improper.

Consent to Jurisdiction; Venue. Each of the parties hereto irrevocably agrees that any legal action or proceeding (a) Any Proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by any other party hereto or its successors or assigns shall Loan Document may be brought and determined exclusively in the Court of Chancery courts of the State of Delaware, New York or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in any state or federal court in the State of Delaware. Each of the parties hereto agrees that mailing United States District Court for the Southern District of process or other papers in connection with any such action or proceeding in New York, and, by execution and delivery of this Agreement, the manner provided in Section 11(l) or in such other manner as may be permitted by applicable LawsBorrower, will be valid on its own behalf and sufficient service thereof. Each on behalf of each of the parties hereto Guarantors, hereby irrevocably submits with regard to any such action or proceeding accepts for itself and in respect of its propertyProperty, generally and unconditionally, to the personal non-exclusive jurisdiction of the aforesaid courts courts, and irrevocably agrees that it will not bring to be bound by any action relating to judgment rendered thereby in connection with this Agreement or any other Loan Documents. The Borrower, on its own behalf and on behalf of each of the transactions contemplated Guarantors further irrevocably consents to the service of process out of any of the aforementioned courts in any such Proceeding by the mailing of copies thereof by registered or certified mail, postage prepaid, to the Borrower or such Subsidiary at its address for notices pursuant to Section 10.7, such service to become effective five (5) days after such mailing. The Borrower on its own behalf and on behalf of the Guarantors designates and appoints CT Corporation System, 0000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000 and such other Persons as may hereafter be selected by the Borrower irrevocably agreeing in writing to serve, as the agent of the Borrower or such Subsidiary to receive, on such Persons behalf, service of all process in any proceedings in any such court, such service being hereby acknowledged by the Borrower, on its own behalf and on behalf of the Guarantors, to be effective and binding service in every respect. A copy of such process so served shall be mailed by registered mail to the Borrower or such Subsidiary so served at its address provided in Section 10.7 except that unless otherwise provided by applicable law, any failure to mail such copy shall not affect the validity of service of process. If any agent appointed by the Borrower refuses to receive and forward such service, the Borrower hereby agrees, on its own behalf and on behalf of each of the Guarantors, that service upon it by mail shall constitute sufficient notice. Nothing herein shall affect the right of the Administrative Agent, the Syndication Agent or any Lender to serve process in any other manner permitted by law or to commence proceeding or otherwise proceed against the Borrower or any of the Guarantors in any other jurisdiction. (b) The Borrower on its own behalf and on behalf of the Guarantors hereby irrevocably waives any objection which it may now or hereafter have to the laying of venue of any of the aforesaid proceedings arising out of or in connection with this Agreement or any other Loan Document brought in any court or tribunal other than the aforesaid courts. Each of the parties hereto courts referred to in clause (a) above and hereby further irrevocably waives, waives and agrees not to assert, by way of motion, as a defense, counterclaim plead or otherwise, claim in any action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder (i) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve process in accordance with this Section 11(h), (ii) any claim that it or its property is exempt or immune from jurisdiction of any such court or from that any legal process commenced such proceeding brought 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) to the fullest extent permitted by the applicable Laws, any claim that (x) the suit, action or proceeding in such court is has been brought in an inconvenient forum or (y) the venue of such suit, action or proceeding is improperforum.

Consent to Jurisdiction; Venue. Each of the parties hereto hereto, except as otherwise set forth in this Section 10.13, (a) irrevocably consents to the service of the summons and complaint and any other process in any Legal Proceeding relating to the Transactions, for and on behalf of itself or any of its properties, rights or assets, in such other manner as may be permitted by Applicable Law, and nothing in this Section 10.13 will affect the right of any party to serve legal process in any other manner permitted by Applicable Law; (b) irrevocably agrees that any legal action Legal Proceeding arising out of or proceeding with respect relating to this Agreement or the Transactions (including the Merger) brought by any party or its Affiliate against any other party or its Affiliate shall be brought and determined in the rights courts of the State of New York and obligations arising hereunderirrevocably and unconditionally consents and submits itself and its properties and assets in any Legal Proceeding to the exclusive jurisdiction of any state or federal court within the State of New York in the event any dispute or controversy arises out of this Agreement or the Transactions (including the Merger), or for recognition and enforcement of any judgment in respect of thereof; and (c) agrees that it will not bring any action relating to this Agreement or the Transactions (including the Merger) in any court other than the aforesaid courts. Each of Parent, Mxxxxx Sub and the rights Company agrees that a final judgment in any Legal Proceeding in such courts as provided above will be conclusive and obligations arising hereunder brought may be enforced in other jurisdictions by suit on the judgment or in any other party hereto or its successors or assigns shall manner provided by Applicable Law (in each case, except to the extent that any such Legal Proceeding mandatorily must be brought and determined exclusively in the Court of Chancery of the State of Delaware, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in any state or federal court in the State of DelawareBermuda). Each of the parties hereto agrees that mailing of process or other papers in connection with any such action or proceeding Legal Proceeding in the manner provided in Section 11(l) 10.5 or in such other manner as may be permitted by applicable LawsApplicable Law, will be valid and sufficient service thereof. Each of Parent, Merger Sub and the parties hereto Company hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated by this Agreement in any court or tribunal other than the aforesaid courts. Each of the parties hereto hereby irrevocably unconditionally waives, and agrees not to assert, by way of motion, motion or as a defense, counterclaim or otherwise, in any action Legal Proceeding arising out of or proceeding with respect relating to this Agreement and or the rights and obligations arising hereunderTransactions (including the Merger), or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder (iI) any claim that it is not personally subject to the jurisdiction of the above named courts in the State of New York as described herein for any reason other than the failure to serve process in accordance with this Section 11(h)10.13, (iiII) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), ) and (iiiIII) to the fullest extent permitted by the applicable LawsApplicable Law, any claim that (x) the suit, action or proceeding Legal Proceeding in any such court is brought in an inconvenient forum or forum, (y) the venue of such suitLegal Proceeding is improper or (z) this Agreement, action or proceeding is improperthe subject matter hereof, may not be enforced in or by such courts.