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

Consent to Jurisdiction; Waiver of Jury Trial. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in The City of New York, Borough of Manhattan, for the adjudication of any dispute hereunder or in connection herewith or any of the other Transaction Documents or with any transaction contemplated hereby or thereby or discussed herein or therein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR UNDER ANY OF THE OTHER TRANSACTION DOCUMENTS OR IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT OR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBY.

Consent to Jurisdiction; Waiver of Jury Trial. Each party (a) Any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the Securities Purchase contemplated hereby irrevocably submits to may be brought in any federal or state court located in the exclusive jurisdiction of the state and federal courts sitting in The City of New York, Borough of Manhattan, for the adjudication of any dispute hereunder or in connection herewith or any and each of the other Transaction Documents or with any transaction contemplated parties hereby or thereby or discussed herein or therein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject consents to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that courts (and of the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by mailing a copy thereof law, any objection which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that service of process on such party at the address for as provided in Section 7.1 shall be deemed effective service of process on such notices to it party. (b) Each party hereto hereby acknowledges and agrees that any controversy which may arise under this Agreement is likely to involve complicated and agrees that difficult issues, and therefore each such service shall constitute good party hereby irrevocably and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way unconditionally waives any right such party may have to serve process a trial by jury in respect of any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVElitigation directly or indirectly arising out of or relating to this Agreement, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR UNDER ANY OF THE OTHER TRANSACTION DOCUMENTS OR IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT OR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBYany document referred to in this Agreement or the Securities Purchase contemplated hereby.

Consent to Jurisdiction; Waiver of Jury Trial. Each party hereby irrevocably submits The parties hereto agree to submit any matter or dispute resulting from or arising out of the execution, performance, interpretation, breach or termination of this Agreement to the non-exclusive jurisdiction of federal or state courts within the state State of New York. Each of the Parties agrees that service of any process, summons, notice or document in the manner set forth in Section 6.2 hereof or in such other manner as may be permitted by applicable law, shall be effective service of process for any proceeding in the State of New York with respect to any matters to which it has submitted to jurisdiction in this Section 6.9. Each of the parties hereto irrevocably and federal unconditionally agrees that it is subject to, and hereby submits to, the personal jurisdiction of the courts sitting located in The City the State of New York for any action, suit or proceeding arising out of this Subscription Agreement or the transactions contemplated hereunder and waives any objection to the laying of venue in the United States District Court for the Southern District of New York, Borough of Manhattan, for or the adjudication of any dispute hereunder or in connection herewith or any of New York state courts if the other Transaction Documents or with any transaction contemplated hereby or thereby or discussed herein or thereinfederal jurisdictional standards are not satisfied, and hereby further irrevocably waives, and unconditionally waives and agrees not to assert plead or claim in any suit, action or proceeding, any claim such court that it is not personally subject to the jurisdiction of any such courtaction, that such suit, action suit or proceeding is brought in any such court has been brought in an inconvenient forum or that the venue of such suitforum. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. EACH PARTY OF THE PARTIES HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT ITS RIGHTS TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR UNDER ANY OF THE OTHER TRANSACTION DOCUMENTS OR IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT OR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBYBY JURY.

Consent to Jurisdiction; Waiver of Jury Trial. Each party The parties hereto hereby irrevocably submits submit to the non-exclusive jurisdiction of the state courts of the State of New York located in New York County and the federal courts sitting of the United States of America located in The City of New YorkYork County, Borough of Manhattanand appropriate appellate courts therefrom, for the adjudication of over any dispute hereunder arising out of or in connection herewith relating to this Agreement or any of the other Transaction Documents or with any transaction transactions contemplated hereby or thereby or discussed herein or thereinhereby, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each each party hereby irrevocably waives personal service agrees that all claims in respect of process such dispute or proceeding may be heard and determined in such courts. The parties hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection which they may now or hereafter have to the laying of venue of any dispute arising out of or relating to this Agreement or any of the transactions contemplated hereby brought in such court or any defense of inconvenient forum for the maintenance of such dispute. Each of the parties hereto agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. This consent to jurisdiction is being given solely for purposes of this Agreement and is not intended to, and shall not, confer consent to jurisdiction with respect to any other dispute in which a party to this Agreement may become involved. Each of the parties hereto hereby consents to process being served by any party to this Agreement in any such suit, action action, or proceeding of the nature specified in the paragraph above by the mailing of a copy thereof to such party at in the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service manner specified by the provisions of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by lawSection 11(b). EACH PARTY OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY RIGHT IT MAY HAVEACTION, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER PROCEEDING OR UNDER ANY OF THE OTHER TRANSACTION DOCUMENTS OR IN CONNECTION WITH OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT OR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBYAGREEMENT.

Consent to Jurisdiction; Waiver of Jury Trial. Each party hereby of the Parties irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting United States District Court for the Southern District of New York located in The the borough of Manhattan in the City of New York, Borough or if such court does not have jurisdiction, the Supreme Court of Manhattanthe State of New York, New York County, for the adjudication purposes of any dispute hereunder Proceeding arising out of this Agreement or in connection herewith or any of the other Transaction Documents or with any transaction contemplated hereby or thereby or discussed herein or therein, hereby. Each of the Parties irrevocably and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to fully waives the jurisdiction defense of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that to the venue maintenance of such suitProceeding, action or proceeding is improper. Each party hereby irrevocably and waives personal any objection it might otherwise have to service of process and consents under law. Each of the Parties further agrees that service of any process, summons, notice or document to such party's respective address listed above in one of the manners set forth in Section 8.1 shall be deemed in every respect effective service of process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereofProceeding. Nothing contained herein shall be deemed to limit in affect the right of any way any right Person to serve process in any other manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVEEach of the Parties irrevocably and unconditionally waives any objection to the laying of venue of any Proceeding arising out of this Agreement or the transactions contemplated hereby in (a) the United States District Court for the Southern District of New York or (b) the Supreme Court of the State of New York, AND AGREES NOT TO REQUESTNew York County, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR UNDER ANY OF THE OTHER TRANSACTION DOCUMENTS OR IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT OR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBYand hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such Proceeding brought in any such court has been brought in an inconvenient forum. The Parties hereby irrevocably and unconditionally waive trial by jury in any Proceeding relating to this Agreement or any other agreement entered into in connection therewith and for any counterclaim with respect thereto.

Consent to Jurisdiction; Waiver of Jury Trial. Each party The parties hereto hereby irrevocably submits and unconditionally consent to submit to the exclusive jurisdiction of the state courts of the State of New York located in New York County and the federal courts sitting of the United States of America located in New York County, and the appropriate appellate courts therefrom for any actions, suits or proceedings arising out of or relating to this Agreement and the transactions contemplated hereby. The City parties hereto hereby irrevocably and unconditionally consent to the jurisdiction of New Yorksuch courts (and of the appropriate appellate courts therefrom) in any such action, Borough suit or proceeding and irrevocably waive, to the fullest extent permitted by law, any objection that they may now or hereafter have to the laying of Manhattan, for the adjudication venue of any dispute hereunder such action, suit or in connection herewith or any of the other Transaction Documents or with any transaction contemplated hereby or thereby or discussed herein or therein, and hereby irrevocably waives, and agrees not to assert proceeding in any suitsuch court or that any such action, action suit or proceedingproceeding which is brought in any such court has been brought in an inconvenient forum. Process in any such action, suit or proceeding may be served on any claim that it is not personally subject to party anywhere in the world, whether within or without the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party of the parties hereto hereby irrevocably waives personal service of process and consents to process being served by any party to this Agreement in any such suit, action action, or proceeding of the nature specified in the paragraph above by the mailing of a copy thereof to such party at in the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service manner specified by the provisions of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by lawSection 11(b). EACH PARTY OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY RIGHT IT MAY HAVEACTION, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER PROCEEDING OR UNDER ANY OF THE OTHER TRANSACTION DOCUMENTS OR IN CONNECTION WITH OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT OR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBYAGREEMENT.

Consent to Jurisdiction; Waiver of Jury Trial. Each party hereby of the Parties hereto irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting United States District Court for the Southern District of New York located in The the borough of Manhattan in the City of New York, Borough or if such court does not have jurisdiction, the Supreme Court of Manhattanthe State of New York, New York County, for the adjudication purposes of any dispute hereunder or in connection herewith or any of the other Transaction Documents or with any transaction contemplated hereby or thereby or discussed herein or therein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceedingother proceeding arising out of this Agreement or any transaction contemplated hereby. Each of the Parties hereto further agrees that service of any process, summons, notice or document by U.S. certified mail to such Party’s respective address set forth in Section 10.1 shall be effective service of process for any claim that action, suit or proceeding in New York with respect to any matters to which it is not personally subject has submitted to jurisdiction as set forth above in the immediately preceding sentence. Each of the Parties hereto irrevocably and unconditionally waives any objection to the jurisdiction laying of venue of any such courtaction, that such suit, action suit or proceeding is arising out of this Agreement or the transactions contemplated hereby in (a) the United States District Court for the Southern District of New York or (b) the Supreme Court of the State of New York, New York County, 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 or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by lawforum. EACH PARTY OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A TRIAL BY JURY TRIAL FOR THE ADJUDICATION OF IN ANY DISPUTE HEREUNDER OR UNDER ANY OF THE OTHER TRANSACTION DOCUMENTS OR IN CONNECTION WITH OR LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT OR ANY TRANSACTION THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBYHEREBY.

Consent to Jurisdiction; Waiver of Jury Trial. Each party hereby of the parties irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting United States District Court for the Southern District of New York located in The the borough of Manhattan in the City of New York, Borough or if such court does not have jurisdiction, the Supreme Court of Manhattanthe State of New York, New York County, for the adjudication purposes of any dispute hereunder Proceeding arising out of this Agreement or in connection herewith or any of the other Transaction Documents or with any transaction contemplated hereby or thereby or discussed herein or therein, hereby. Each of the parties hereto irrevocably and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to fully waives the jurisdiction defense of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that to the venue maintenance of such suit, action or proceeding is improperProceeding. Each party hereby irrevocably waives personal of the parties further agrees that service of any process, summons, notice or document to such party's respective address listed above in one of the manners set forth in Section 4.5 shall be deemed in every respect effective service of process and consents to process being served in any such suitProceeding, action or proceeding by mailing a copy thereof and waives any objection it might otherwise have to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereofunder Law. Nothing contained herein shall be deemed to limit in affect the right of any way any right Person to serve process in any other manner permitted by lawLaw. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVEEach of the parties hereto irrevocably and unconditionally waives any objection to the laying of venue of any Proceeding arising out of this Agreement or the transactions contemplated hereby in (a) the United States District Court for the Southern District of New York or (b) the Supreme Court of the State of New York, AND AGREES NOT TO REQUESTNew York County, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR UNDER ANY OF THE OTHER TRANSACTION DOCUMENTS OR IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT OR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBYand hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such Proceeding brought in any such court has been brought in an inconvenient forum. The parties hereto hereby irrevocably and unconditionally waive trial by jury in any Proceeding relating to this Agreement or any other agreement entered into in connection therewith and for any counterclaim with respect thereto.

Consent to Jurisdiction; Waiver of Jury Trial. Each party hereby hereto irrevocably submits and unconditionally consents to the exclusive jurisdiction of the state of, and federal courts sitting in The City of New York, Borough of Manhattanagrees, for the adjudication benefit of each party, that any dispute hereunder legal action, suit or proceeding against it with respect to its obligations, liabilities or any other matter under or arising out of or in connection herewith with this Agreement and with respect to the enforcement, modification, vacation or correction of an award rendered in an arbitration proceeding may be brought in, any Delaware State court or federal court of the United States sitting in the State of Delaware in any action or proceeding relating to this Agreement and consents to service of process in connection therewith by the delivery of notice to such Person’s address at the address for notices to such Person pursuant to this Agreement. TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY HERETO WAIVES ANY AND ALL RIGHTS THE PARTY MAY HAVE TO A JURY TRIAL WITH RESPECT TO ANY DISPUTE ARISING UNDER THIS AGREEMENT OR IN CONNECTION THEREWITH. Each party hereto waives any objection which it may now or hereafter have to the laying of venue of any of the other Transaction Documents aforesaid actions, suits or with proceedings brought in any transaction contemplated hereby or thereby or discussed herein or therein, such Delaware court and hereby irrevocably waives, further waives and agrees not to assert plead or claim in any suit, action or proceeding, any claim such Delaware court that it is not personally subject to the jurisdiction of any such courtaction, that such suit, action suit or proceeding is brought therein has been brought in an inconvenient forum or that forum. Furthermore, each Shareholder agrees to vote its voting Subject Shares to cause the venue Company to at any time make the foregoing consents, agreements and waivers in respect of such suitany legal action, action suit or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding against the Company by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR UNDER ANY OF THE OTHER TRANSACTION DOCUMENTS OR IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT OR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBYShareholder.

Consent to Jurisdiction; Waiver of Jury Trial. Each party The parties hereto hereby irrevocably submits agree and consent to be subject to the exclusive jurisdiction of the state and federal courts sitting in The City Court of New York, Borough of Manhattan, for the adjudication of any dispute hereunder or in connection herewith or any Chancery of the State of Delaware or, to the extent such court declines jurisdiction, first to any federal court, or second, to any state court, each located in Wilmington, Delaware, to the exclusion of other Transaction Documents or with any transaction contemplated hereby or thereby or discussed herein or thereincourts, and hereby irrevocably waiveswaive the right to assert the lack of personal or subject matter jurisdiction or improper venue in connection with any such suit, and action or other proceeding. In furtherance of the foregoing, each of the parties hereto (a) waives the defense of inconvenient forum, (b) agrees not to assert in commence any suit, action or proceeding, other proceeding arising out of this Agreement or any claim that it is not personally subject to the jurisdiction of transactions contemplated hereby other than in any such court, and (c) agrees that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served a final judgment in any such suit, action or other proceeding shall be conclusive and may be enforced in other jurisdictions by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereofsuit or judgment or in any other manner provided by Law. Nothing herein contained herein shall be deemed to limit in affect the right of any way any right Party to serve process in any manner permitted by lawLaw or to commence legal proceedings or otherwise proceed against any other party in any other jurisdiction, in each case, to enforce judgments obtained in any Action brought pursuant to this Section 7.8. EACH PARTY OF THE PARTIES HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT IT MAY HAVETO TRIAL BY JURY IN ANY ACTION BASED UPON, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR UNDER ANY OF THE OTHER TRANSACTION DOCUMENTS OR IN CONNECTION WITH OR ARISING OUT OF OR RELATED TO THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT OR ANY TRANSACTION THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBYHEREBY. Without limiting the foregoing, each party hereto hereby agrees that service of process upon such party in any action or proceeding contemplated by this Section 7.8 shall be effective if notice is given in accordance with Section 7.2.

Consent to Jurisdiction; Waiver of Jury Trial. Each party Any claims or causes of action based upon, arising out of or related to this Agreement or the transactions contemplated hereby shall be brought in the Court of Chancery of the State of Delaware or, if such court declines to exercise jurisdiction, any federal or state court located in New York County, New York, and each of the parties hereto irrevocably submits to the exclusive jurisdiction of the state each such court in any such claim or cause of action, waives any objection it may now or hereafter have to personal jurisdiction, venue or to convenience of forum, agrees that all claims and federal courts sitting causes of action shall be heard and determined only in The City of New York, Borough of Manhattan, for the adjudication of any dispute hereunder or in connection herewith or any of the other Transaction Documents or with any transaction contemplated hereby or thereby or discussed herein or therein, and hereby irrevocably waivessuch court, and agrees not to assert bring any claim or cause of action arising out of or relating to this Agreement or the transactions contemplated hereby in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such other court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein in this Agreement shall be deemed to limit in affect the right of any way any right party hereto to serve process in any manner permitted by law, or to commence legal proceedings or otherwise proceed against any other party hereto in any other jurisdiction, in each case, to enforce judgments obtained in any claim or cause of action brought pursuant to this Section 7.6. EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND, THEREFORE, EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT IT MAY HAVETO TRIAL BY JURY IN ANY ACTION BASED UPON, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR UNDER ANY OF THE OTHER TRANSACTION DOCUMENTS OR IN CONNECTION WITH OR ARISING OUT OF OR RELATED TO THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT OR ANY TRANSACTION THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBYHEREBY.

Consent to Jurisdiction; Waiver of Jury Trial. Each party hereto hereby (i) agrees than any action, directly or indirectly, arising out of, under or relating to this Agreement or the transactions or services contemplated herein shall exclusively be brought in the Delaware Court of Chancery sitting in Wilmington, Delaware (the “Court of Chancery”) and shall exclusively be heard and determined by the Court of Chancery, unless the Court of Chancery determines that it does not then have subject matter jurisdiction over such action, in which case any such action shall then exclusively be brought in and shall exclusively be heard and determined by either the Supreme Court of the State of New York sitting in Manhattan or the United States District Court for the Southern District of New York, and (ii) solely in connection with the action(s) contemplated by subsection (i) hereof, (A) irrevocably and unconditionally consents and submits to the exclusive jurisdiction of the state courts identified in subsection (i) hereof, (B) irrevocably and federal courts sitting unconditionally waives any objection to the laying of venue in The City of New York, Borough of Manhattan, for the adjudication of any dispute hereunder or in connection herewith or any of the courts identified in clause (i) of this paragraph (e), (C) irrevocably and unconditionally waives and agrees not to plead or claim that any of the courts identified in such clause (i) is an inconvenient forum or does not have personal jurisdiction over any party hereto, and (D) agrees that mailing of process or other Transaction Documents or papers in connection with any transaction contemplated hereby or thereby or discussed such action in the manner provided herein or therein, in such other manner as may be permitted by applicable law shall be valid and sufficient service thereof. Each party hereto hereby irrevocably waives, and agrees not to assert in any suit, action or proceedingthe fullest extent permitted by applicable law, any claim that right it is not personally subject may have to the jurisdiction a trial by jury in respect of any such courtclaim or action directly or indirectly arising out of, that such suitunder or in connection with this Agreement, action the transactions or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR UNDER ANY OF THE OTHER TRANSACTION DOCUMENTS OR IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT OR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBYservices contemplated hereby.

Consent to Jurisdiction; Waiver of Jury Trial. Each party hereby of the parties hereto irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in The City of the State of New York, Borough of Manhattan, York located in New York County and the United States District Court for the adjudication Southern District of New York for the purpose of any dispute hereunder suit, action, proceeding or judgment relating to or arising out of this Agreement and the transactions contemplated hereby. Service of process in connection herewith or any of the other Transaction Documents or with any transaction contemplated hereby or thereby or discussed herein or therein, and hereby irrevocably waives, and agrees not to assert in any such suit, action or proceeding, any claim that it is not personally subject proceeding may be served on each party hereto anywhere in the world by the same methods as are specified for the giving of notices under this Agreement. Each of the parties hereto irrevocably consents to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served court in any such suit, action or proceeding by mailing a copy thereof and to the laying of venue in such court. Each party at hereto irrevocably waives any objection to the address for laying of venue of any such notices to it under this Agreement suit, action or proceeding brought in such courts and agrees irrevocably waives any claim that any such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit suit, action or proceeding brought in any way any right to serve process such court has been brought in any manner permitted by lawan inconvenient forum. EACH PARTY HEREBY IRREVOCABLY OF THE PARTIES HERETO WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, REQUEST A TRIAL BY JURY TRIAL FOR THE ADJUDICATION OF IN ANY DISPUTE HEREUNDER OR UNDER ANY OF THE OTHER TRANSACTION DOCUMENTS OR IN CONNECTION LITIGATION WITH OR ARISING OUT OF RESPECT TO THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT OR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBYAND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVER.

Consent to Jurisdiction; Waiver of Jury Trial. Each party hereby irrevocably submits In any judicial proceeding involving any dispute, controversy or claim arising out of or relating to this Agreement, each of the Shareholders unconditionally accepts the non-exclusive jurisdiction and venue of any court located in the state and federal courts sitting Borough of Manhattan in The the City of New York in the State of New York. In any such judicial proceeding, Borough of Manhattan, the Shareholders agree that in addition to any method for the adjudication service of process permitted or required by such courts, to the fullest extent permitted by Law, service of process may be made by delivery provided pursuant to the directions in Section 11(b) of this Agreement. The parties hereby irrevocably waive, to the fullest extent permitted by Law, any objection which they may now or hereafter have to the laying of venue of any dispute hereunder arising out of or in connection herewith relating to this Agreement or any of the other Transaction Documents or with any transaction transactions contemplated hereby brought in such court or thereby any defense of inconvenient forum for the maintenance of such dispute. Each of the parties hereto agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or discussed herein or thereinin any other manner provided by law. This consent to jurisdiction is being given solely for purposes of this Agreement and is not intended to, and hereby irrevocably waivesshall not, and agrees not confer consent to assert jurisdiction with respect to any other dispute in any suit, action or proceeding, any claim that it is not personally subject which a party to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improperthis Agreement may become involved. Each party of the parties hereto hereby irrevocably waives personal service of process and consents to process being served by any party to this Agreement in any such suit, action action, or proceeding of the nature specified in the paragraph above by the mailing of a copy thereof to such party at in the address for such notices to it under manner specified by the provisions of subsection (b) of this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by lawSection 11. EACH PARTY OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY RIGHT IT MAY HAVEACTION, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER PROCEEDING OR UNDER ANY OF THE OTHER TRANSACTION DOCUMENTS OR IN CONNECTION WITH OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT OR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBYAGREEMENT.

Consent to Jurisdiction; Waiver of Jury Trial. Each party hereto hereby (i) agrees than any action, directly or indirectly, arising out of, under or relating to this Agreement shall exclusively be brought in and shall exclusively be heard and determined by either the Supreme Court of the State of New York sitting in Manhattan or the United States District Court for the Southern District of New York, and (ii) solely in connection with the action(s) contemplated by subsection (i) hereof, (A) irrevocably and unconditionally consents and submits to the exclusive jurisdiction of the state courts identified in subsection (i) hereof, (B) irrevocably and federal courts sitting unconditionally waives any objection to the laying of venue in The City of New York, Borough of Manhattan, for the adjudication of any dispute hereunder or in connection herewith or any of the other Transaction Documents or with any transaction contemplated hereby or thereby or discussed herein or thereincourts identified in clause (i) of this paragraph (e), (C) irrevocably and hereby irrevocably waives, unconditionally waives and agrees not to assert in any suit, action plead or proceeding, any claim that it any of the courts identified in such clause (i) is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or does not have personal jurisdiction over any party hereto, and (D) agrees that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service mailing of process and consents to process being served or other papers in connection with any such suit, action in the manner provided herein or proceeding in such other manner as may be permitted by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service applicable law shall constitute good be valid and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE, AND AGREES NOT HAVE TO REQUEST, A TRIAL BY JURY TRIAL FOR THE ADJUDICATION IN RESPECT OF ANY DISPUTE HEREUNDER CLAIM OR ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER ANY OF THE OTHER TRANSACTION DOCUMENTS OR IN CONNECTION WITH THIS AGREEMENT, THE TRANSACTIONS OR ARISING OUT OF THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT OR ANY TRANSACTION THE SERVICES CONTEMPLATED HEREBY OR THEREBYHEREBY.

Consent to Jurisdiction; Waiver of Jury Trial. Each party hereby Party hereto irrevocably submits to the exclusive jurisdiction of any state or federal court located within the state and federal courts sitting in The City County of New York, Borough York in the State of Manhattan, New York for the adjudication purposes of any dispute hereunder or in connection herewith or any of the other Transaction Documents or with any transaction contemplated hereby or thereby or discussed herein or therein, and hereby irrevocably waives, and agrees not to assert in any suit, action or other proceeding arising out of this Agreement or any transaction contemplated hereby, and agrees to commence any such action, suit or proceeding only in such courts. Each Party further agrees that service of any process, summons, notice or document by United States registered mail to such Party’s respective address set forth herein shall be effective service of process for any such action, suit or proceeding, . Each Party irrevocably and unconditionally waives any claim that it is not personally subject objection to the jurisdiction laying of venue of any such courtaction, that such suit, action suit or proceeding is arising out of this Agreement or the transactions contemplated hereby in such courts, and hereby irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by lawforum. EACH PARTY HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY RIGHT IT MAY HAVEACTION, AND AGREES NOT TO REQUESTPROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER TORT OR UNDER ANY OF THE OTHER TRANSACTION DOCUMENTS OR IN CONNECTION WITH OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT OR ANY TRANSACTION AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBYTHE ACTIONS OF SUCH PARTY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT HEREOF.

Consent to Jurisdiction; Waiver of Jury Trial. Each party The Borrower hereby irrevocably submits consents to the exclusive jurisdiction of all courts of the state State of New York and federal courts sitting in The City the United States District Court for the Southern District of New York, Borough as well as to the jurisdiction of Manhattanall courts from which an appeal may be taken from such courts, for the adjudication purpose of any dispute hereunder or in connection herewith or any of the other Transaction Documents or with any transaction contemplated hereby or thereby or discussed herein or therein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceedingother proceeding arising out of or with respect to this Agreement, any claim that it is not personally subject other Loan Document, any other agreements, instruments, certificates or other documents executed in connection herewith or therewith, or any of the transactions contemplated hereby or thereby, or any of the Borrower’s or any Subsidiary’s obligations hereunder or thereunder. The Borrower hereby waives the right to interpose any counterclaims (other than compulsory counterclaims) in any action brought by the jurisdiction Lender hereunder or in respect of any such courtother Loan Document, provided that such suit, action or proceeding is brought in an inconvenient forum or that this waiver shall not preclude the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in Borrower from pursuing any such suitclaims by means of separate proceedings. THE BORROWER HEREBY EXPRESSLY WAIVES ANY AND ALL OBJECTIONS WHICH IT MAY HAVE AS TO VENUE IN ANY OF SUCH COURTS, action or proceeding by mailing AND ALSO WAIVES ANY AND ALL RIGHTS TO TRIAL BY JURY IN ANY SUCH SUIT, ACTION OR PROCEEDING. The Lender may file a copy thereof to such party at the address for such notices to it under of this Agreement as evidence of the foregoing consent to jurisdiction and agrees that such service shall constitute good and sufficient service waiver of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR UNDER ANY OF THE OTHER TRANSACTION DOCUMENTS OR IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT OR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBYjury trial.

Consent to Jurisdiction; Waiver of Jury Trial. Each party The parties hereto hereby irrevocably submits submit to the non-exclusive jurisdiction of the state courts of the State of New York located in New York County and the federal courts sitting of the United States of America located in The City of New YorkYork County, Borough of Manhattanand appropriate appellate courts therefrom, for the adjudication of over any dispute hereunder arising out of or in connection herewith relating to this Agreement or any of the other Transaction Documents or with any transaction transactions contemplated hereby or thereby or discussed herein or thereinhereby, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each each party hereby irrevocably waives personal service agrees that all claims in respect of process such dispute or proceeding may be heard and determined in such courts. The parties hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection which they may now or hereafter have to the laying of venue of any dispute arising out of or relating to this Agreement or any of the transactions contemplated hereby brought in such court or any defense of inconvenient forum for the maintenance of such dispute. Each of the parties hereto agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. This consent to jurisdiction is being given solely for purposes of this Agreement and is not intended to, and shall not, confer consent to jurisdiction with respect to any other dispute in which a party to this Agreement may become involved. Each of the parties hereto hereby consents to process being served by any party to this Agreement in any such suit, action action, or proceeding of the nature specified in the paragraph above by the mailing of a copy thereof to such party at in the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service manner specified by the provisions of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by lawSection 13(b). EACH PARTY OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY RIGHT IT MAY HAVEACTION, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER PROCEEDING OR UNDER ANY OF THE OTHER TRANSACTION DOCUMENTS OR IN CONNECTION WITH OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT OR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBYAGREEMENT.

Consent to Jurisdiction; Waiver of Jury Trial. Each party hereby (a) All actions and proceedings arising out of or relating to this Agreement shall be heard and determined in the Chancery Court of the State of Delaware or, in the event that such court does not have subject matter jurisdiction over such action or proceeding, any federal court sitting in the State of Delaware, and the parties to this Agreement irrevocably submits submit to the exclusive jurisdiction of such courts (and, in the state case of appeals, appropriate appellate courts therefrom) in any such action or proceeding and federal courts sitting in The City irrevocably waive the defense of New York, Borough of Manhattan, for an inconvenient forum to the adjudication maintenance of any dispute hereunder or in connection herewith or any of the other Transaction Documents or with any transaction contemplated hereby or thereby or discussed herein or therein, and hereby irrevocably waives, and agrees not to assert in any suit, such action or proceeding. The consents to jurisdiction set forth in this paragraph shall not constitute general consents to service of process in the State of Delaware and shall have no effect for any purpose except as provided in this paragraph and shall not be deemed to confer rights on any Person other than the parties hereto. Each of the parties to this Agreement consents to service being made through the notice procedures set forth herein and agrees that service of any process, any claim that it is not personally subject summons, notice or document by registered mail (return receipt requested and first-class postage prepaid) to the jurisdiction respective addresses of the parties set forth herein shall be effective service of process for any suit or proceeding in connection with this Agreement or the transactions contemplated by this Agreement. The parties hereto agree that a final judgment in any such court, that such suit, action or proceeding is brought shall be conclusive and may be enforced in an inconvenient forum other jurisdictions by suit on the judgment or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding other manner provided by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. applicable Law. (b) EACH PARTY HEREBY OF THE PARTIES TO THIS AGREEMENT IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT ALL RIGHTS TO REQUEST, A TRIAL BY JURY TRIAL FOR THE ADJUDICATION OF IN ANY DISPUTE HEREUNDER OR UNDER ANY OF THE OTHER TRANSACTION DOCUMENTS OR IN CONNECTION WITH OR PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT OR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBYAGREEMENT.

Consent to Jurisdiction; Waiver of Jury Trial. Each party The parties hereto hereby irrevocably submits and unconditionally consent to submit to the exclusive jurisdiction of the state courts of the State of New York located in New York County and the federal courts sitting in The City of New York, Borough of Manhattan, for the adjudication of any dispute hereunder or in connection herewith or any of the other Transaction Documents or with any transaction contemplated hereby or thereby or discussed herein or thereinUnited States of America located in New York County, and hereby irrevocably waivesthe appropriate appellate courts therefrom for any actions, suits or proceedings arising out of or relating to this Agreement and agrees not to assert in any suitthe transactions contemplated hereby; provided, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such courthowever, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served any judgment in any such suit, action or proceeding may be enforced in any court with jurisdiction over the subject matter. The parties hereto hereby irrevocably and unconditionally consent to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such action, suit or proceeding and irrevocably waive, to the fullest extent permitted by law, any objection that they may now or hereafter have to the laying of the venue of any such action, suit or proceeding in any such court or that any such action, suit or proceeding which is brought in any such court has been brought in an inconvenient forum. Process in any such action, suit or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Each of the parties hereto hereby consents to process being served by any party to this Agreement in any suit, action, or proceeding of the nature specified in the paragraph above by the mailing of a copy thereof to such party at in the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service manner specified by the provisions of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by lawSection 11(b). EACH PARTY OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY RIGHT IT MAY HAVEACTION, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER PROCEEDING OR UNDER ANY OF THE OTHER TRANSACTION DOCUMENTS OR IN CONNECTION WITH OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT OR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBYAGREEMENT.

Consent to Jurisdiction; Waiver of Jury Trial. (a) Each party hereby irrevocably and unconditionally (i) submits to the exclusive non‑exclusive jurisdiction of the state and federal courts any United States Federal or New York State court sitting in The City of New York, Borough of Manhattan, and any appellate court from any such court, solely for the adjudication purpose of any dispute hereunder or in connection herewith or any of the other Transaction Documents or with any transaction contemplated hereby or thereby or discussed herein or therein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceedingproceeding brought to enforce its obligations under this Amendment or relating in any way to this Amendment or any Transaction under the Repurchase Agreement and (ii) waives, to the fullest extent it may effectively do so, any claim that it is not personally subject defense of an inconvenient forum to the jurisdiction maintenance of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that and irrevocably consent to the venue service of any summons and complaint and any other process by the mailing of copies of such suit, process to them at their respective address specified in the Repurchase Agreement. The parties hereby agree that a final judgment in any such action or proceeding is improper. Each party hereby irrevocably waives personal service of process shall be conclusive and consents to process being served may be enforced in other jurisdictions by suit on the judgment or in any such suit, other manner provided by law. Nothing in this Section 8 shall affect the right of Buyer to serve legal process in any other manner permitted by law or affect the right of Buyer to bring any action or proceeding by mailing a copy thereof to such party at against the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service Seller or its property in the courts of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. other jurisdictions. (b) EACH PARTY OF THE PARTIES HEREBY IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY RIGHT IT MAY HAVEACTION, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER PROCEEDING OR UNDER ANY OF THE OTHER TRANSACTION DOCUMENTS OR IN CONNECTION WITH OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR AMENDMENT, ANY OTHER TRANSACTION DOCUMENT OR ANY TRANSACTION CONTEMPLATED HEREBY INSTRUMENT OR THEREBYDOCUMENT DELIVERED HEREUNDER OR THEREUNDER.

Consent to Jurisdiction; Waiver of Jury Trial. (a) Each party hereby irrevocably submits of the parties hereto: (i) consents to submit itself to the exclusive personal jurisdiction of the state Chancery Courts of the State of Delaware and federal the Federal courts sitting of the United States of America located in The City the State of New York, Borough of Manhattan, for Delaware in the adjudication of event any dispute hereunder or in connection herewith arises out of this Agreement or any of the other Transaction Documents or with any transaction transactions contemplated hereby or thereby or discussed herein or therein, and hereby irrevocably waives, and by this Agreement; (ii) agrees not to assert in any suit, action or proceeding, any claim that it is will not personally subject attempt to the deny or defeat such personal jurisdiction of or venue by motion or other request for leave from any such court, ; (iii) agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated by this Agreement in any court other than such suit, courts; (iv) agrees that service of process in any such action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such a party at the its address for set forth in Section 9 or at such notices to it under this Agreement and other address of which a party shall have been notified pursuant thereto; (v) agrees that such service nothing herein shall constitute good and sufficient affect the right to effect service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. law or shall limit the right to xxx in any other jurisdiction; and (vi) agrees to appoint an agent for service of process in Delaware. (b) EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY RIGHT IT MAY HAVE, AND AGREES NOT LEGAL ACTION OR PROCEEDING IN RELATION TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR UNDER ANY OF THE OTHER TRANSACTION DOCUMENTS OR IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR AND FOR ANY OTHER TRANSACTION DOCUMENT OR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBYCOUNTERCLAIM THEREIN.

Consent to Jurisdiction; Waiver of Jury Trial. Each party of the Lender and the Borrower hereby irrevocably submits consents to the non-exclusive jurisdiction of all courts of the state State of New York and federal courts sitting in The City the United States District Court for the Southern District of New York, Borough as well as to the jurisdiction of Manhattanall courts from which an appeal may be taken from such courts, for the adjudication purpose of any dispute hereunder or in connection herewith or any of the other Transaction Documents or with any transaction contemplated hereby or thereby or discussed herein or therein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceedingother proceeding arising out of or with respect to this Agreement, any claim that it is not personally subject other Loan Document, any other agreements, instruments, certificates or other documents executed in connection herewith or therewith, or any of the transactions contemplated hereby or thereby, or any of the Lender’s, the Borrower’s or any Subsidiary’s obligations hereunder or thereunder. The Borrower hereby waives the right to interpose any counterclaims (other than compulsory counterclaims) in any action brought by the jurisdiction Lender hereunder or in respect of any other Loan Document, provided that this waiver shall not preclude the Borrower from pursuing any such courtclaims by means of separate proceedings. EACH OF THE LENDER AND THE BORROWER HEREBY EXPRESSLY WAIVES ANY AND ALL OBJECTIONS WHICH IT MAY HAVE AS TO VENUE IN ANY OF SUCH COURTS, that such suitAND ALSO WAIVES TRIAL BY JURY IN ANY SUCH SUIT, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improperACTION OR PROCEEDING. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing may file a copy thereof to such party at the address for such notices to it under of this Agreement and agrees that such service shall constitute good and sufficient service as evidence of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any the foregoing waiver of right to serve process in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR UNDER ANY OF THE OTHER TRANSACTION DOCUMENTS OR IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT OR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBYjury trial.

Consent to Jurisdiction; Waiver of Jury Trial. Each party You, by your execution hereof, (i) hereby irrevocably submits submit to the exclusive jurisdiction of the state and federal courts sitting in The City (or, to the extent jurisdiction is not permitted, the state courts) of New York, Borough the State of Manhattan, North Carolina for the adjudication purpose of any dispute hereunder claim or in connection herewith action arising out of or any of based upon this letter agreement or relating to the other Transaction Documents or with any transaction contemplated subject matter hereof, (ii) hereby or thereby or discussed herein or thereinwaive, to the extent not prohibited by applicable law, and hereby irrevocably waives, and agrees agree not to assert by way of motion, as a defense or otherwise, in any suit, action such claim or proceedingaction, any claim that it is you are not subject personally subject to the jurisdiction of the above-named courts, that your property is exempt or immune from attachment or execution, that any such court, that such suit, action or proceeding is brought in an the above-named court is improper, or that this letter agreement or the subject matter hereof may not be enforced in or by such courts, and (iii) hereby agree not to commence any claim or action arising out of or based upon this letter agreement or relating to the subject matter hereof other than before the above-named courts nor to make any motion or take any other action seeking or intending to cause the transfer or removal of any such claim or action to any court other than the above-named courts whether on the grounds of inconvenient forum or that the venue of such suit, action or proceeding is improperotherwise. Each party You hereby irrevocably waives personal consent to service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by North Carolina law, and agree that service of process by registered or certified mail, return receipt requested, at your address specified on the first page hereof is reasonably calculated to give actual notice. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVEYou hereby irrevocably waive any right to a trial by jury in any action, AND AGREES NOT TO REQUESTsuit, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR UNDER ANY OF THE OTHER TRANSACTION DOCUMENTS OR IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT OR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBYor other proceeding arising under or relating to any provisions of this letter agreement.

Consent to Jurisdiction; Waiver of Jury Trial. Each party hereby of the Parties irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting United States District Court for the Southern District of New York located in The the borough of Manhattan in the City of New York, Borough or if such court does not have jurisdiction, the Supreme Court of Manhattanthe State of New York, New York County, for the adjudication purposes of any dispute hereunder or in connection herewith or any of the other Transaction Documents or with any transaction contemplated hereby or thereby or discussed herein or therein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim other proceeding arising out of this Agreement. To the extent that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and by mail is permitted by applicable law, each Party irrevocably consents to the service of process being served in any such suit, action or other proceeding in such courts by the mailing a copy thereof to of such party process by registered or certified mail, postage prepaid, at the its address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereofprovided for herein. Nothing contained herein shall be deemed to limit in affect the right of any way any right person to serve process in any other manner permitted by law. EACH PARTY Each of the Parties irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement in (a) the United States District Court for the Southern District of New York or (b) the Supreme Court of the State of New York, New York County, 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. THE PARTIES HEREBY IRREVOCABLY WAIVES AND UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY RIGHT IT MAY HAVE, AND AGREES NOT LEGAL ACTION OR PROCEEDING RELATING TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR UNDER ANY OF THE OTHER TRANSACTION DOCUMENTS OR IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR AND FOR ANY OTHER TRANSACTION DOCUMENT OR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBYCOUNTERCLAIM WITH RESPECT THERETO.

Consent to Jurisdiction; Waiver of Jury Trial. Each party hereto hereby (i) agrees than any action, directly or indirectly, arising out of, under or relating to this Agreement shall exclusively be brought in and shall exclusively be heard and determined by either the Supreme Court of the State of New York sitting in Manhattan or the United States District Court for the Southern District of New York, and (ii) solely in connection with the action(s) contemplated by subsection (i) hereof, (A) irrevocably and unconditionally consents and submits to the exclusive jurisdiction of the state courts identified in subsection (i) hereof, (B) irrevocably and federal courts sitting unconditionally waives any objection to the laying of venue in The City of New York, Borough of Manhattan, for the adjudication of any dispute hereunder or in connection herewith or any of the other Transaction Documents or with any transaction contemplated hereby or thereby or discussed herein or thereincourts identified in clause (i) of this paragraph (e), (C) irrevocably and hereby irrevocably waives, unconditionally waives and agrees not to assert in any suit, action plead or proceeding, any claim that it any of the courts identified in such clause (i) is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or does not have personal jurisdiction over any party hereto, and (D) agrees that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service mailing of process and consents to process being served or other papers in connection with any such suit, action in the manner provided herein or proceeding in such other manner as may be permitted by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service applicable law shall constitute good be valid and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE, AND AGREES NOT HAVE TO REQUEST, A TRIAL BY JURY TRIAL FOR THE ADJUDICATION IN RESPECT OF ANY DISPUTE HEREUNDER CLAIM OR ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER ANY OF THE OTHER TRANSACTION DOCUMENTS OR IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT OR ANY TRANSACTION THE SERVICES CONTEMPLATED HEREBY OR THEREBYHEREBY.

Consent to Jurisdiction; Waiver of Jury Trial. Each party (a) Any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the Stock Purchase contemplated hereby irrevocably submits to may be brought in any federal or state court located in the exclusive jurisdiction of the state and federal courts sitting in The City of New York, Borough of Manhattan, for the adjudication of any dispute hereunder or in connection herewith or any and each of the other Transaction Documents or with any transaction contemplated parties hereby or thereby or discussed herein or therein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject consents to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that courts (and of the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by mailing a copy thereof law, any objection which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that service of process on such party at the address for as provided in Section 8.1 shall be deemed effective service of process on such notices to it party. (b) Each party hereto hereby acknowledges and agrees that any controversy which may arise under this Agreement is likely to involve complicated and agrees that difficult issues, and therefore each such service shall constitute good party hereby irrevocably and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way unconditionally waives any right such party may have to serve process a trial by jury in respect of any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVElitigation directly or indirectly arising out of or relating to this Agreement, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR UNDER ANY OF THE OTHER TRANSACTION DOCUMENTS OR IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT OR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBYany document referred to in this Agreement or the Stock Purchase contemplated hereby.

Consent to Jurisdiction; Waiver of Jury Trial. Each party (a) Any action, suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby irrevocably submits to the exclusive jurisdiction may be instituted in any federal court of the Southern District of New York or any state and federal courts sitting court located in The City New York County, State of New York, Borough of Manhattan, for the adjudication of any dispute hereunder or in connection herewith or any of the other Transaction Documents or with any transaction contemplated hereby or thereby or discussed herein or therein, and hereby irrevocably waives, and each party agrees not to assert assert, by way of motion, as a defense or otherwise, in any suitsuch action, action suit or proceeding, any claim that it is not subject personally subject to the jurisdiction of any such court, that such suitthe action, action suit or proceeding is brought in an inconvenient forum or forum, that the venue of such suitthe action, action suit or proceeding is improperimproper or that this Agreement or the subject matter hereof may not be enforced in or by such court. Each party hereby The parties irrevocably waives personal submit to the exclusive jurisdiction of such court in any such action, suit or proceeding. Any and all service of process and consents to process being served any other notice in any such suitaction, action suit or proceeding shall be effective against any party if given personally or by mailing registered or certified mail, return receipt requested, or by any other means of mail that requires a copy thereof signed receipt, postage prepaid, mailed to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereofas herein provided. Nothing herein contained herein shall be deemed to limit in affect the right of any way any right party to serve process in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVElaw or to commence legal proceedings or otherwise proceed against any other party in any other jurisdiction to enforce judgments obtained in any action, AND AGREES NOT TO REQUESTsuit or proceeding brought pursuant to this Section 10.9. (b) Each of the parties hereby irrevocably waives trial by jury in any action, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR UNDER ANY OF THE OTHER TRANSACTION DOCUMENTS OR IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT OR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBYsuit, proceeding or counterclaim, whether at law or equity, brought by either of them in connection with this Agreement or the transactions contemplated hereby.

Consent to Jurisdiction; Waiver of Jury Trial. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in The City of New York, Borough of Manhattan, for the adjudication of any dispute hereunder or in connection herewith or any of the other Transaction Documents or with any transaction contemplated hereby or thereby or discussed herein or therein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such (a) Any suit, action or proceeding is seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the Stock Purchase contemplated hereby may be brought in an inconvenient forum any federal or that state court located in the venue City of Wilmington, State of Delaware, and each of the parties hereby consents to the jurisdiction of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service courts (and of process and consents to process being served the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by mailing a copy thereof law, any objection which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that service of process on such party at the address for as provided in shall be deemed effective service of process on such notices to it party. (b) Each party hereto hereby acknowledges and agrees that any controversy which may arise under this Agreement is likely to involve complicated and agrees that difficult issues, and therefore each such service shall constitute good party hereby irrevocably and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way unconditionally waives any right such party may have to serve process a trial by jury in respect of any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVElitigation directly or indirectly arising out of or relating to this Agreement, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR UNDER ANY OF THE OTHER TRANSACTION DOCUMENTS OR IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT OR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBYany document referred to in this Agreement or the Stock Purchase contemplated hereby.

Consent to Jurisdiction; Waiver of Jury Trial. Each party hereby hereto irrevocably submits to the exclusive jurisdiction of any state or federal court located in the state and federal courts sitting in The City State of New York, Borough of Manhattan, Delaware for the adjudication purposes of any dispute hereunder or in connection herewith or any of the other Transaction Documents or with any transaction contemplated hereby or thereby or discussed herein or therein, and hereby irrevocably waives, and agrees not to assert in any suit, action or other proceeding arising out of this Agreement or the Transaction, and agrees to commence any such action, suit or proceeding only in such courts. Each party hereto further agrees that service of any process, summons, notice or document by United States registered mail to such party’s respective address set forth herein shall be effective service of process for any such action, suit or proceeding, . Each party hereto irrevocably and unconditionally waives any claim that it is not personally subject objection to the jurisdiction laying of venue of any such courtaction, that such suit, action suit or proceeding is arising out of this Agreement or the transactions contemplated hereby or thereby in such courts, and hereby irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by lawforum. EACH PARTY HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY RIGHT IT MAY HAVEACTION, AND AGREES NOT TO REQUESTPROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER TORT OR UNDER ANY OF THE OTHER TRANSACTION DOCUMENTS OR IN CONNECTION WITH OR OTHERWISE) ARISING OUT OF OR RELATING TO 69838412_11 DB1/ 98258861.9 THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT OR ANY TRANSACTION THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBYTHEREBY (INCLUDING THE DEBT FINANCING) OR THE ACTIONS OF SUCH PARTY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT HEREOF OR THEREOF.

Consent to Jurisdiction; Waiver of Jury Trial. Each party hereby hereto irrevocably submits to the exclusive jurisdiction of the state and federal United States District Court located in New Castle County, Delaware, or if such court does not have jurisdiction, the superior courts sitting of the State of Delaware located in The City of New York, Borough of ManhattanCastle County, for the adjudication purposes of any dispute hereunder or in connection herewith or any of the other Transaction Documents or with any transaction contemplated hereby or thereby or discussed herein or therein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceedingother proceeding arising out of this Agreement or any transaction contemplated hereby. Each of the parties hereto, further agrees that service of any claim that process, summons, notice or document by U.S. registered mail to such party’s respective address set forth in Section 11.2 shall be effective service of process for any action, suit or proceeding in the State of Delaware with respect to any matters to which it is not personally subject has submitted to jurisdiction as set forth above in the immediately preceding sentence. Each of the parties hereto, irrevocably and unconditionally waives any objection to the jurisdiction laying of venue of any such courtaction, that such suit, action suit or proceeding is set forth above arising out of this Agreement or the transactions contemplated hereby, 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 or that the venue of such suit, forum. The parties hereto hereby irrevocably and unconditionally waive trial by jury in any legal action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents relating to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement or any other agreement entered into in connection therewith and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in for any way any right to serve process in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR UNDER ANY OF THE OTHER TRANSACTION DOCUMENTS OR IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT OR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBYcounterclaim with respect thereto.

Consent to Jurisdiction; Waiver of Jury Trial. Each party hereby With respect to any dispute, controversy or claim arising out of or in connection with this Agreement, or the breach thereof, prior to the Closing, or with respect to any suit to enforce the provisions of Section 9.6, each of the parties hereto irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting United States District Court for the Southern District of New York located in The the borough of Manhattan in the City of New York, Borough or if such court does not have jurisdiction, the Supreme Court of Manhattanthe State of New York, New York County, for the adjudication purposes of any dispute hereunder or in connection herewith or any of the other Transaction Documents or with any transaction contemplated hereby or thereby or discussed herein or therein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceedingother proceeding arising out of this Agreement or any transaction contemplated hereby. Each of the parties hereto, further agrees that service of any claim that process, summons, notice or document by U.S. registered mail to such party's respective address set forth in Section 11.1 shall be effective service of process for any action, suit or proceeding in New York with respect to any matters to which it is not personally subject has submitted to jurisdiction as set forth above in the immediately preceding sentence. Each of the parties hereto, irrevocably and unconditionally waives any objection to the jurisdiction laying of venue of any such courtaction, that such suit, action suit or proceeding is arising out of this Agreement or the transactions contemplated hereby in (a) the United States District Court for the Southern District of New York or (b) the Supreme Court of the State of New York, New York County, 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 or that the venue of such suit, forum. The parties hereto hereby irrevocably and unconditionally waive trial 140 by jury in any legal action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents relating to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement or any other agreement entered into in connection therewith and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in for any way any right to serve process in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR UNDER ANY OF THE OTHER TRANSACTION DOCUMENTS OR IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT OR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBYcounterclaim with respect thereto.

Consent to Jurisdiction; Waiver of Jury Trial. Each party hereby Party irrevocably submits to the exclusive jurisdiction of (a) New York County, New York, and (b) the state and federal courts sitting in The City United States District Court for the Southern District of New York, Borough of Manhattan, for the adjudication purposes of any dispute hereunder proceeding arising out of this Agreement. Each Party agrees to commence any such proceeding either in the United States District Court for the Southern District of New York or if such proceeding may not be brought in connection herewith such court for jurisdictional reasons, in the Supreme Court sitting in New York County (including its Appellate Division). Each Party further agrees that service of any process, summons, notice or document by U.S. registered mail to such Party’s respective address set forth above shall be effective service of process for any proceeding in New York with respect to any matters to which it has submitted to jurisdiction in this Section 5. Each Party irrevocably and unconditionally waives any objection to the laying of venue of any proceeding arising out of this Agreement in (i) the other Transaction Documents United States District Court for the Southern District of New York, or with any transaction contemplated hereby or thereby or discussed herein or therein(ii) the Supreme Court sitting in New York County (including its Appellate Division), and hereby further irrevocably waives, and unconditionally waives and agrees not to assert plead or claim in any suit, action or proceeding, any claim such court that it is not personally subject to the jurisdiction of any such court, that proceeding brought in any such suit, action or proceeding is court has been brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by lawforum. EACH PARTY HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY RIGHT IT MAY HAVEACTION (WHETHER BASED ON CONTRACT, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER TORT OR UNDER ANY OF THE OTHER TRANSACTION DOCUMENTS OR IN CONNECTION WITH OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT OR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBYTHE ACTIONS OF SUCH PARTY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT HEREOF.

Consent to Jurisdiction; Waiver of Jury Trial. (a) Each party hereby irrevocably and unconditionally (i) submits to the non-exclusive jurisdiction of the state and federal courts any United States Federal or New York State court sitting in The City of New York, Borough of Manhattan, and any appellate court from any such court, solely for the adjudication purpose of any dispute hereunder or in connection herewith or any of the other Transaction Documents or with any transaction contemplated hereby or thereby or discussed herein or therein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceedingproceeding brought to enforce its obligations under this Amendment or relating in any way to this Amendment or any Transaction under the Repurchase Agreement and (ii) waives, to the fullest extent it may effectively do so, any claim that it is not personally subject defense of an inconvenient forum to the jurisdiction maintenance of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that and irrevocably consent to the venue service of any summons and complaint and any other process by the mailing of copies of such suit, process to them at their respective address specified in the Repurchase Agreement. The parties hereby agree that a final judgment in any such action or proceeding is improper. Each party hereby irrevocably waives personal service of process shall be conclusive and consents to process being served may be enforced in other jurisdictions by suit on the judgment or in any such suit, other manner provided by law. Nothing in this Section 8 shall affect the right of Buyer to serve legal process in any other manner permitted by law or affect the right of Buyer to bring any action or proceeding by mailing a copy thereof to such party at against the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service Seller or its property in the courts of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. other jurisdictions. (b) EACH PARTY OF THE PARTIES HEREBY IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY RIGHT IT MAY HAVEACTION, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER PROCEEDING OR UNDER ANY OF THE OTHER TRANSACTION DOCUMENTS OR IN CONNECTION WITH OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR AMENDMENT, ANY OTHER TRANSACTION DOCUMENT OR ANY TRANSACTION CONTEMPLATED HEREBY INSTRUMENT OR THEREBYDOCUMENT DELIVERED HEREUNDER OR THEREUNDER.

Consent to Jurisdiction; Waiver of Jury Trial. Each party hereby irrevocably submits The parties hereto agree to submit any matter or dispute resulting from or arising out of the execution, performance, interpretation, breach or termination of this Agreement to the exclusive jurisdiction of, first, the Chancery Court of the state and federal courts sitting in The City State of New YorkDelaware or, Borough of Manhattanif such court declines jurisdiction, the Federal District Court for the adjudication District of Delaware. Each of the Parties agrees that service of any dispute hereunder process, summons, notice or document in the manner set forth in Section 7.2 hereof or in connection herewith or such other manner as may be permitted by applicable law, shall be effective service of process for any proceeding in the State of Delaware with respect to any matters to which it has submitted to jurisdiction in this Section 7.9. Each of the other Transaction Documents or with any transaction contemplated hereby or thereby or discussed herein or thereinparties hereto irrevocably and unconditionally agrees that it is subject to, and hereby submits to, the personal jurisdiction of the courts located in the State of Delaware for any action, suit or proceeding arising out of this Subscription Agreement or the transactions contemplated hereby and waives any objection to the laying of venue in the Chancery Court of the State of Delaware or, if such court declines jurisdiction, the Federal District Court for the District of Delaware, and hereby further irrevocably waives, and unconditionally waives and agrees not to assert plead or claim in any suit, action or proceeding, any claim such court that it is not personally subject to the jurisdiction of any such courtaction, that such suit, action suit or proceeding is brought in any such court has been brought in an inconvenient forum or that the venue of such suitforum. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. EACH PARTY OF THE PARTIES HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT ITS RIGHTS TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR UNDER ANY OF THE OTHER TRANSACTION DOCUMENTS OR IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT OR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBYBY JURY.

Consent to Jurisdiction; Waiver of Jury Trial. Each party hereby of the Parties irrevocably submits to the exclusive jurisdiction of the Court of Chancery of the State of Delaware, or if such court does not have jurisdiction, any state and or federal courts sitting in The City of court within New YorkCastle County, Borough of ManhattanDelaware, for the adjudication purposes of any dispute hereunder or in connection herewith or any of the other Transaction Documents or with any transaction contemplated hereby or thereby or discussed herein or therein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, other proceeding arising out of this Agreement or any claim transaction contemplated hereby. To the extent that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and by mail is permitted by applicable Law, each Party irrevocably consents to the service of process being served in any such suit, action or other proceeding in such courts by the mailing a copy thereof to of such party process by registered or certified mail, postage prepaid, at the its address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereofprovided for herein. Nothing contained herein shall be deemed to limit in affect the right of any way any right Person to serve process in any other manner permitted by lawLaw. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVEEach of the Parties irrevocably and unconditionally waives any objection to the laying of venue of any action, AND AGREES NOT TO REQUESTsuit or proceeding arising out of this Agreement or the transactions contemplated hereby in (a) the Court of Chancery of the State of Delaware or (b) any state or federal court within New Castle County, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR UNDER ANY OF THE OTHER TRANSACTION DOCUMENTS OR IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT OR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBYDelaware, 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. The Parties hereby irrevocably and unconditionally waive trial by jury in any legal action or proceeding relating to this Agreement or any other agreement entered into in connection therewith and for any counterclaim with respect thereto.

Consent to Jurisdiction; Waiver of Jury Trial. Each party hereby Subject to Section 2.9 and Section 2.11, each Party hereto irrevocably submits to the exclusive jurisdiction of any state or federal court located within the state and federal courts sitting in The City County of New York, Borough York in the State of Manhattan, New York for the adjudication purposes of any dispute hereunder suit, action or other proceeding arising out of or in connection herewith with this Agreement or any of the other Transaction Documents or with any transaction contemplated hereby or thereby or discussed the actions of the parties in the negotiation, administration, performance and enforcement hereof and thereof, and agrees to commence any such action, suit or proceeding only in such courts. Each Party further agrees that service of any process, summons, notice or document by United States registered mail to such Party’s respective address set forth herein shall be effective service of process for any such action, suit or thereinproceeding. Each Party irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement or the transactions contemplated hereby or thereby in such courts, and hereby irrevocably waives, and unconditionally waives and agrees not to assert plead or claim in any suit, action or proceeding, any claim such court that it is not personally subject to the jurisdiction of any such courtaction, that such suit, action suit or proceeding is brought in any such court has been brought in an inconvenient forum or forum. The Parties hereto agree that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served a final judgment in any such suitaction, action suit or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit conclusive and may be enforced in other jurisdictions by suit on the judgment or in any way any right to serve process in any other manner permitted provided by lawapplicable Law. EACH PARTY HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY RIGHT IT MAY HAVEACTION, AND AGREES NOT TO REQUESTPROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER TORT OR UNDER ANY OF THE OTHER TRANSACTION DOCUMENTS OR IN CONNECTION WITH OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT OR ANY TRANSACTION AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBYTHE ACTIONS OF THE PARTIES IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT HEREOF OR THEREOF.

Consent to Jurisdiction; Waiver of Jury Trial. Each party hereby irrevocably submits The parties hereto agree to submit any matter or dispute resulting from or arising out of the execution, performance, interpretation, breach or termination of this Subscription Agreement to the non-exclusive jurisdiction of federal or state courts within the state State of New York. Each of the Parties agrees that service of any process, summons, notice or document in the manner set forth in Section 7.2 hereof or in such other manner as may be permitted by applicable law, shall be effective service of process for any proceeding in the State of New York with respect to any matters to which it has submitted to jurisdiction in this Section 7.10. Each of the parties hereto irrevocably and federal unconditionally agrees that it is subject to, and hereby submits to, the personal jurisdiction of the courts sitting located in The City the State of New York for any action, suit or proceeding arising out of this Subscription Agreement or the transactions contemplated hereunder and waives any objection to the laying of venue in the United States District Court for the Southern District of New York, Borough of Manhattan, for or the adjudication of any dispute hereunder or in connection herewith or any of New York state courts if the other Transaction Documents or with any transaction contemplated hereby or thereby or discussed herein or thereinfederal jurisdictional standards are not satisfied, and hereby further irrevocably waives, and unconditionally waives and agrees not to assert plead or claim in any suit, action or proceeding, any claim such court that it is not personally subject to the jurisdiction of any such courtaction, that such suit, action suit or proceeding is brought in any such court has been brought in an inconvenient forum or that the venue of such suitforum. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. EACH PARTY OF THE PARTIES HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT ITS RIGHTS TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR UNDER ANY OF THE OTHER TRANSACTION DOCUMENTS OR IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT OR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBYBY JURY.

Consent to Jurisdiction; Waiver of Jury Trial. Each party The Parties hereby irrevocably submits submit to the exclusive jurisdiction of any federal or state court located within the state and federal courts sitting Borough of Manhattan in The City the State of New York, Borough of Manhattan, for the adjudication of York over any dispute hereunder arising out of or in connection herewith relating to this Agreement or any of the other Transaction Documents or with any transaction transactions contemplated hereby and each Party hereby irrevocably agrees that all claims in respect of such dispute or thereby or discussed herein or therein, any legal proceeding related thereto may be heard and determined in such courts. Each Party hereby irrevocably waives, and agrees not to assert in any suit, action or proceedingthe fullest extent permitted by applicable law, any claim objection that it is not personally subject such Party may now or hereafter have to the jurisdiction laying of venue of any such court, that such suit, action or proceeding is dispute brought in an such court or any defense of inconvenient forum or that for the venue maintenance of such suitdispute. EACH PARTY FURTHER HEREBY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL OR EQUITABLE ACTION (WHETHER BASED ON CONTRACT, action or proceeding is improperTORT OR OTHERWISE) AND ANY OBJECTION THAT SUCH PARTY MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT BROUGHT IN THE AFOREMENTIONED COURTS. Each party hereby irrevocably waives personal service of process and the Parties agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Each of the Parties hereto consents to process being served by any Party in any such suit, action or proceeding by mailing delivery of a copy thereof to such party at in accordance with the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service provisions of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR UNDER ANY OF THE OTHER TRANSACTION DOCUMENTS OR IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT OR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBYSection 4.3.

Consent to Jurisdiction; Waiver of Jury Trial. Each party hereby Subject to Section 8.2, each Party irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in The City of New York, Borough of Manhattan, United States District Court for the adjudication Eastern District of Virginia, or any dispute hereunder court of the Commonwealth of Virginia in any action or in connection herewith proceeding arising out of or relating to this Agreement or any of the other Transaction Documents or with any transaction transactions contemplated hereby or thereby or discussed herein or therein, and hereby irrevocably waiveshereby, and agrees not to assert in that any suit, such action or proceedingproceeding will be brought only in such courts; provided, any claim however, that it such consent to jurisdiction is solely for the purpose referred to in this Section and will not personally subject be deemed to be a general submission to the jurisdiction of such courts other than for such purpose. Subject to Section 8.2, each Party irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such courtaction or proceeding brought in such courts and any claim that any such action or proceeding brought in such courts has been brought in an inconvenient forum. Subject to Section 8.2, that such suit, nothing contained herein will preclude a Party against which an action or proceeding is brought as aforesaid in any court of the Commonwealth of Virginia from seeking to remove such action or proceeding, pursuant to applicable Federal law, to the United States District Court for the Eastern District of Virginia. Subject to Section 8.2, nothing contained herein will preclude a Party from enforcing an inconvenient forum or that order in the venue courts of such suit, another jurisdiction. Each Party waives any right to a jury trial in any action or proceeding is improperarising out of or related to this Agreement. Each party hereby irrevocably waives personal service of process [***] Confidential Treatment Requested Confidential portion omitted and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at filed separately with the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR UNDER ANY OF THE OTHER TRANSACTION DOCUMENTS OR IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT OR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBY.Commission

Consent to Jurisdiction; Waiver of Jury Trial. (a) Each party hereby irrevocably and unconditionally (i) submits to the non-exclusive jurisdiction of the state and federal courts any United States Federal or New York State court sitting in The City of New York, Borough of Manhattan, and any appellate court from any such court, solely for the adjudication purpose of any dispute hereunder or in connection herewith or any of the other Transaction Documents or with any transaction contemplated hereby or thereby or discussed herein or therein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceedingproceeding brought to enforce its obligations under this Amendment or relating in any way to this Amendment or any Transaction under the Repurchase Agreement and (ii) waives, to the fullest extent it may effectively do so, any claim that it is not personally subject defense of an inconvenient forum to the jurisdiction maintenance of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that and irrevocably consent to the venue service of any summons and complaint and any other process by the mailing of copies of such suit, process to them at their respective address specified in the Repurchase Agreement. The parties hereby agree that a final judgment in any such action or proceeding is improper. Each party hereby irrevocably waives personal service of process shall be conclusive and consents to process being served may be enforced in other jurisdictions by suit on the judgment or in any such suit, other manner provided by law. Nothing in this Section 11 shall affect the right of Buyer to serve legal process in any other manner permitted by law or affect the right of Buyer to bring any action or proceeding by mailing a copy thereof to such party at against the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service Seller or its property in the courts of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. other jurisdictions. (b) EACH PARTY OF THE PARTIES HEREBY IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY RIGHT IT MAY HAVEACTION, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER PROCEEDING OR UNDER ANY OF THE OTHER TRANSACTION DOCUMENTS OR IN CONNECTION WITH OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR AMENDMENT, ANY OTHER TRANSACTION DOCUMENT OR ANY TRANSACTION CONTEMPLATED HEREBY INSTRUMENT OR THEREBYDOCUMENT DELIVERED HEREUNDER OR THEREUNDER.

Consent to Jurisdiction; Waiver of Jury Trial. Each party (a) To the fullest extent permitted by law, the Borrower hereby irrevocably (i) submits to the non-exclusive jurisdiction of the state and federal courts any New York State or Federal court sitting in The New York City and any appellate court from any thereof in any action or proceeding arising out of or relating to this agreement or any other Loan Document, and (ii) agrees that all claims in respect of such action or proceeding may be heard and determined in such New York, Borough of Manhattan, for the adjudication of any dispute hereunder York State court or in connection herewith or any of the other Transaction Documents or with any transaction contemplated hereby or thereby or discussed herein or therein, and such Federal court. The Borrower hereby irrevocably waives, and agrees not to assert in any suitthe fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding. The Borrower also irrevocably consents, any claim that it is not personally subject to the jurisdiction fullest extent permitted by law, to the service of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of and all process and consents to process being served in any such suit, action or proceeding by the mailing a copy thereof by certified mail of copies of such process to such party the Borrower at its address specified in Section 8. 02. The Borrower agrees, to the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner fullest extent permitted by law, that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. EACH PARTY (b) THE BORROWER, THE AGENT AND THE LENDERS HEREBY IRREVOCABLY WAIVES WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY RIGHT IT MAY HAVEACTION, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER PROCEEDING OR UNDER ANY OF THE OTHER TRANSACTION DOCUMENTS OR IN CONNECTION WITH OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT NOTE, OR ANY TRANSACTION CONTEMPLATED HEREBY OTHER INSTRUMENT OR THEREBYDOCUMENT DELIVERED HEREUNDER OR THEREUNDER.

Consent to Jurisdiction; Waiver of Jury Trial. Each party hereby hereto irrevocably submits to the exclusive jurisdiction of the any state and or federal courts sitting court located in The City of New York, Borough of Manhattan, Delaware for the adjudication purposes of any dispute hereunder action arising out of this Xxxx of Sale – Assignment and Assumption Agreement and agrees to commence any such action only in such courts. Each party further agrees that service of any process, summons, notice or document by U.S. registered mail to such party’s respective address set forth in connection herewith or Section 7 hereof shall be effective service of process for any such action. Each party irrevocably and unconditionally waives any objection to the laying of the other Transaction Documents or with venue of any transaction contemplated hereby or thereby or discussed herein or thereinaction arising out of this Xxxx of Sale – Assignment and Assumption Agreement in such courts, and hereby irrevocably waives, and unconditionally waives and agrees not to assert plead or claim in any suit, action or proceeding, any claim such court that it is not personally subject to the jurisdiction of any such court, that action brought in any such suit, action or proceeding is court has been brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by lawforum. EACH PARTY HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY RIGHT IT MAY HAVEACTION, AND AGREES NOT TO REQUESTPROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER TORT OR UNDER ANY OF THE OTHER TRANSACTION DOCUMENTS OR IN CONNECTION WITH OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS XXXX OF SALE – ASSIGNMENT AND ASSUMPTION AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT OR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBYTHE ACTIONS OF SUCH PARTY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT HEREOF AND THEREOF.

Consent to Jurisdiction; Waiver of Jury Trial. Each party hereby of the Parties irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting United States District Court for the Southern District of New York located in The the borough of Manhattan in the City of New York, Borough or if such court does not have jurisdiction, the Supreme Court of Manhattanthe State of New York, New York County, for the adjudication purposes of any dispute hereunder or in connection herewith or any of the other Transaction Documents or with any transaction contemplated hereby or thereby or discussed herein or therein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim other proceeding arising out of this Agreement or the Contemplated Transactions. To the extent that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and by mail is permitted by applicable Law, each Party irrevocably consents to the service of process being served in any such suit, action or other proceeding in such courts by the mailing a copy thereof to of such party process by registered or certified mail, postage prepaid, at the its address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereofprovided for herein. Nothing contained herein shall be deemed to limit in affect the right of any way any right Person to serve process in any other manner permitted by lawLaw. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVEEach of the Parties irrevocably and unconditionally waives any objection to the laying of venue of any action, AND AGREES NOT TO REQUESTsuit or proceeding arising out of this Agreement or the Contemplated Transactions in (a) the United States District Court for the Southern District of New York, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR UNDER ANY OF THE OTHER TRANSACTION DOCUMENTS OR IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT OR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBYor (b) the Supreme Court of the State of New York, New York County, 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. The Parties hereby irrevocably and unconditionally waive trial by jury in any legal action or proceeding relating to this Agreement or any other agreement entered into in connection therewith and for any counterclaim with respect thereto.

Consent to Jurisdiction; Waiver of Jury Trial. Each party hereby hereto irrevocably submits to the exclusive jurisdiction of the state and federal Court of Chancery of the State of Delaware (unless the Federal courts sitting have exclusive jurisdiction over the matter, in The City of New York, Borough of Manhattan, which case the United Stated District for the adjudication District of Delaware) for the purposes of any dispute hereunder Legal Proceeding arising out of this Agreement, the or the transactions contemplated hereby, and agrees to commence any such Legal Proceeding only in connection herewith such courts. Each party hereto further agrees that service of any process, summons, notice or document by United States registered mail to such party’s respective address set forth herein shall be effective service of process for any such Legal Proceeding. Each party hereto irrevocably and unconditionally waives any objection to the laying of venue of any action, suit, hearing, claim, lawsuit, litigation, investigation, arbitration or proceeding out of this Agreement or the other Transaction Documents or with any transaction transactions contemplated hereby or thereby or discussed herein or thereinin such courts, and hereby irrevocably waives, and unconditionally waives and agrees not to assert plead or claim in any suit, action or proceeding, any claim such court that it is not personally subject to the jurisdiction of any such court, that Legal Proceeding brought in any such suit, action or proceeding is court has been brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by lawforum. EACH PARTY HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY RIGHT IT MAY HAVELEGAL PROCEEDING OR COUNTERCLAIM (WHETHER AT LAW, AND AGREES NOT TO REQUESTIN EQUITY, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER BASED ON CONTRACT, TORT OR UNDER ANY OF THE OTHER TRANSACTION DOCUMENTS OR IN CONNECTION WITH OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT OR ANY TRANSACTION AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBYTHE ACTIONS OF SUCH PARTY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT HEREOF OR THEREOF.

Consent to Jurisdiction; Waiver of Jury Trial. Each party The parties hereto hereby irrevocably submits submit to the non-exclusive jurisdiction of the state courts of the State of New York located in New York County and the federal courts sitting of the United States of America located in The City of New YorkYork County, Borough of Manhattanand appropriate appellate courts therefrom, for the adjudication of over any dispute hereunder arising out of or in connection herewith relating to this Agreement or any of the other Transaction Documents or with any transaction transactions contemplated hereby or thereby or discussed herein or thereinhereby, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each each party hereby irrevocably waives personal service agrees that all claims in respect of process such dispute or proceeding may be heard and determined in such courts. The parties hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection which they may now or hereafter have to the laying of venue of any dispute arising out of or relating to this Agreement or any of the transactions contemplated hereby brought in such court or any defense of inconvenient forum for the maintenance of such dispute. Each of the parties hereto agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. This consent to jurisdiction is being given solely for purposes of this Agreement and is not intended to, and shall not, confer consent to jurisdiction with respect to any other dispute in which a party to this Agreement may become involved. Each of the parties hereto hereby consents to process being served by any party to this Agreement in any such suit, action action, or proceeding of the nature specified in the paragraph above by the mailing of a copy thereof to such party at in the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service manner specified by the provisions of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by lawSection 12(b). EACH PARTY OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY RIGHT IT MAY HAVEACTION, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER PROCEEDING OR UNDER ANY OF THE OTHER TRANSACTION DOCUMENTS OR IN CONNECTION WITH OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT OR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBYAGREEMENT.

Consent to Jurisdiction; Waiver of Jury Trial. Each party hereby Party irrevocably submits to the exclusive jurisdiction of any state or federal court located within the state and federal courts sitting in The City County of New York, Borough York in the State of Manhattan, New York for the adjudication purposes of any dispute hereunder suit, action or in connection herewith other proceeding arising out of this Agreement or any of the other Transaction Documents or with any transaction contemplated hereby or thereby, and agrees to commence any such action, suit or proceeding only in such courts. Each Party further agrees that service of any process, summons, notice or document by United States registered mail to such Party’s respective address set forth herein shall be effective service of process for any such action, suit or proceeding. Each Party irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement or the transactions contemplated hereby or thereby or discussed herein or thereinin such courts, and hereby irrevocably waives, and unconditionally waives and agrees not to assert plead or claim in any suit, action or proceeding, any claim such court that it is not personally subject to the jurisdiction of any such courtaction, that such suit, action suit or proceeding is brought in any such court has been brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by lawforum. EACH PARTY HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY RIGHT IT MAY HAVEACTION, AND AGREES NOT TO REQUESTPROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER TORT OR UNDER ANY OF THE OTHER TRANSACTION DOCUMENTS OR IN CONNECTION WITH OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT OR ANY TRANSACTION AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBYTHE ACTIONS OF SUCH PARTY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT HEREOF.

Consent to Jurisdiction; Waiver of Jury Trial. Each party (a) To the fullest extent permitted by law, each Loan Party hereby irrevocably (i) submits to the non-exclusive jurisdiction of the state and federal courts any New York State or Federal court sitting in The New York City and any appellate court from any thereof in any action or proceeding arising out of or relating to this Agreement, any other Loan Document and (ii) agrees that all claims in respect of such action or proceeding may be heard and determined in such New York, Borough of Manhattan, for the adjudication of any dispute hereunder York State court or in connection herewith or any of the other Transaction Documents or with any transaction contemplated hereby or thereby or discussed herein or therein, and such Federal court. Each Loan Party hereby irrevocably waives, and agrees not to assert in any suitthe fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding. Each Loan Party also irrevocably consents, any claim that it is not personally subject to the jurisdiction fullest extent permitted by law, to the service of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of and all process and consents to process being served in any such suit, action or proceeding by the mailing a copy thereof by certified mail of copies of such process to such party the Borrower at its address specified in Section 8.02. Each Loan Party agrees, to the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner fullest extent permitted by law. , that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. (b) EACH PARTY LOAN PARTY, THE ADMINISTRATIVE AGENT AND THE LENDERS HEREBY IRREVOCABLY WAIVES WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY RIGHT IT MAY HAVEACTION, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER PROCEEDING OR UNDER ANY OF THE OTHER TRANSACTION DOCUMENTS OR IN CONNECTION WITH OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT AGREEMENT, ANY OTHER LOAN DOCUMENT OR ANY OTHER TRANSACTION INSTRUMENT OR DOCUMENT DELIVERED HEREUNDER OR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBYTHEREUNDER.

Consent to Jurisdiction; Waiver of Jury Trial. (a) Each party hereby irrevocably and unconditionally (i) submits to the non-exclusive jurisdiction of the state and federal courts any United States Federal or New York State court sitting in The City of New York, Borough of Manhattan, and any appellate court from any such court, solely for the adjudication purpose of any dispute hereunder or in connection herewith or any of the other Transaction Documents or with any transaction contemplated hereby or thereby or discussed herein or therein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceedingproceeding brought to enforce its obligations under this Amendment or relating in any way to this Amendment or any Transaction under the Repurchase Agreement and (ii) waives, any claim that it is not personally subject to the jurisdiction fullest extent each may effectively do so, the defense of any an inconvenient forum to the maintenance of such court, that such suit, action or proceeding is brought in an inconvenient forum or that and irrevocably consent to the venue service of any summons and complaint and any other process by the mailing of copies of such suit, process to them at their respective address specified in the Repurchase Agreement. The parties hereby agree that a final judgment in any such action or proceeding is improper. Each party hereby irrevocably waives personal service of process shall be conclusive and consents to process being served may be enforced in other jurisdictions by suit on the judgment or in any such suit, other manner provided by law. Nothing in this Section 10 shall affect the right of Buyer to serve legal process in any other manner permitted by law or affect the right of Buyer to bring any action or proceeding by mailing a copy thereof to such party at against Seller or its property in the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service courts of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. other jurisdictions. (i) EACH PARTY OF THE PARTIES HEREBY IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY RIGHT IT MAY HAVEACTION, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER PROCEEDING OR UNDER ANY OF THE OTHER TRANSACTION DOCUMENTS OR IN CONNECTION WITH OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR AMENDMENT, ANY OTHER TRANSACTION DOCUMENT OR ANY TRANSACTION CONTEMPLATED HEREBY INSTRUMENT OR THEREBYDOCUMENT DELIVERED HEREUNDER OR THEREUNDER.

Consent to Jurisdiction; Waiver of Jury Trial. Each party hereby of the Parties hereto irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting Delaware Court of Chancery or any Federal court located in The City the State of New York, Borough of ManhattanDelaware, for the adjudication purposes of any dispute hereunder or in connection herewith or any of the other Transaction Documents or with any transaction contemplated hereby or thereby or discussed herein or therein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceedingother proceeding arising out of this Agreement or any transaction contemplated hereby. Each of the Parties hereto further agrees that service of any process, summons, notice or document by U.S. certified mail to such Party’s respective address set forth in Section 11.01 shall be effective service of process for any claim that action, suit or proceeding in Delaware with respect to any matters to which it is not personally subject has submitted to jurisdiction as set forth above in the immediately preceding sentence. Each of the Parties hereto irrevocably and unconditionally waives any objection to the jurisdiction laying of venue of any such courtaction, that such suit, action suit or proceeding is arising out of this Agreement or the transactions contemplated hereby in (a) the Delaware Court of Chancery or (b) any Federal court located in the State of Delaware, 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 or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by lawforum. EACH PARTY OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A TRIAL BY JURY TRIAL FOR THE ADJUDICATION OF IN ANY DISPUTE HEREUNDER OR UNDER ANY OF THE OTHER TRANSACTION DOCUMENTS OR IN CONNECTION WITH OR LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT OR ANY TRANSACTION THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBYHEREBY.

Consent to Jurisdiction; Waiver of Jury Trial. Each party You, by your execution hereof (i) hereby irrevocably submits submit to the exclusive jurisdiction of the state and federal courts sitting in The City (or, to the extent jurisdiction is not permitted, the state courts) of the State of New York, Borough of Manhattan, York for the adjudication purpose of any dispute hereunder claim or in connection herewith action arising out of or any of based upon this letter agreement or relating to the other Transaction Documents or with any transaction contemplated subject matter hereof, (ii) hereby or thereby or discussed herein or thereinwaive, to the extent not prohibited by applicable law, and hereby irrevocably waives, and agrees agree not to assert by way of motion, as a defense or otherwise, in any suit, action such claim or proceedingaction, any claim that it is you are not subject personally subject to the jurisdiction of the above-named courts, that your property is exempt or immune from attachment or execution, that any such court, that such suit, action or proceeding is brought in an the above-named court is improper, or that this letter agreement or the subject matter hereof may not be enforced in or by such courts, and (iii) hereby agree not to commence any claim or action arising out of or based upon this letter agreement or relating to the subject matter hereof other than before the above-named courts nor to make any motion or take any other action seeking or intending to cause the transfer or removal of any such claim or action to any court other than the above-named courts whether on the grounds of inconvenient forum or that the venue of such suit, action or proceeding is improperotherwise. Each party You hereby irrevocably waives personal consent to service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by New York law, and agree that service of process by registered or certified mail, return receipt requested, at your address specified on the first page hereof is reasonably calculated to give actual notice. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVEYou hereby irrevocably waive any right to a trial by jury in any action, AND AGREES NOT TO REQUESTsuit, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR UNDER ANY OF THE OTHER TRANSACTION DOCUMENTS OR IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT OR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBY.or other proceeding arising under or relating to any provisions of this letter agreement. B.

Consent to Jurisdiction; Waiver of Jury Trial. Each Any judicial proceeding brought against any party hereby irrevocably submits to regarding any dispute arising out of this Agreement or any matter related hereto may be brought in the courts of the State of New York, or in the United States District Court for the Southern District of New York, in each case located in the Borough of Manhattan, and, by execution and delivery of this Agreement, each such party accepts the exclusive jurisdiction of the state and federal such courts sitting in The City of New York, Borough of Manhattan, solely for the adjudication such purpose. Each party hereto hereby agrees that service of any dispute hereunder process, summons, notice or in connection herewith document by U.S. registered mail addressed to CEFL, the Sellers or any of the Company at the addresses listed above or at such other Transaction Documents or with any transaction contemplated hereby or thereby or discussed herein or therein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject address as each party may provide to the jurisdiction others from time to time, as applicable, shall be effective service of process for any action, suit or proceeding brought against such addressee in any such court, that . Each party hereto hereby irrevocably and unconditionally waives any objection to the laying of venue of any such suit, action or proceeding is brought in an inconvenient forum or any such court and any claim that the venue of any such suit, action or proceeding is improperbrought in any such court has been brought in an inconvenient forum. Each party hereby irrevocably waives personal service of process and consents hereto agrees that a final judgment relating to process being served it in any such suit, action or proceeding by mailing a copy thereof brought in any such court shall be conclusive and binding upon it and may be enforced in any other courts to whose jurisdiction such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall is or may be deemed to limit in any way any right to serve process in any manner permitted subject, by lawsuit upon each judgment. EACH PARTY HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY RIGHT IT MAY HAVEACTION, AND AGREES NOT TO REQUESTPROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER TORT OR UNDER ANY OF THE OTHER TRANSACTION DOCUMENTS OR IN CONNECTION WITH OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT OR ANY TRANSACTION AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBYTHE ACTIONS OF SUCH PARTY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT HEREOF.

Consent to Jurisdiction; Waiver of Jury Trial. (a) Each party hereby irrevocably submits of the parties hereto: (i) consents to submit itself to the exclusive personal jurisdiction of the state Chancery Courts of the State of Delaware and federal the Federal courts sitting of the United States of America located in The City the State of New York, Borough of Manhattan, for Delaware in the adjudication of event any dispute hereunder or in connection herewith arises out of this Agreement or any of the other Transaction Documents or with any transaction transactions contemplated hereby or thereby or discussed herein or therein, and hereby irrevocably waives, and by this Agreement; (ii) agrees not to assert in any suit, action or proceeding, any claim that it is will not personally subject attempt to the deny or defeat such personal jurisdiction of or venue by motion or other request for leave from any such court, ; (iii) agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated by this Agreement in any court other than such suit, courts; and (iv) agrees that service of process in any such action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such a party at the its address for set forth in Section 9 or at such notices to it under this Agreement and other address of which a party shall have been notified pursuant thereto; (v) agrees that such service nothing herein shall constitute good and sufficient affect the right to effect service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. law or shall limit the right to xxx in any other jurisdiction; and (vi) agrees to appoint an agent for service of process in Delaware. (b) EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY RIGHT IT MAY HAVE, AND AGREES NOT LEGAL ACTION OR PROCEEDING IN RELATION TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR UNDER ANY OF THE OTHER TRANSACTION DOCUMENTS OR IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR AND FOR ANY OTHER TRANSACTION DOCUMENT OR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBYCOUNTERCLAIM THEREIN.

Consent to Jurisdiction; Waiver of Jury Trial. Each party The Borrower hereby irrevocably submits consents to the non-exclusive jurisdiction of all courts of the state State of New York and federal courts sitting in The City the United States District Court for the Southern District of New York, Borough as well as to the jurisdiction of Manhattanall courts from which an appeal may be taken from such courts, for the adjudication purpose of any dispute hereunder or in connection herewith or any of the other Transaction Documents or with any transaction contemplated hereby or thereby or discussed herein or therein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceedingother proceeding arising out of or with respect to this Agreement, any claim that it is not personally subject other Loan Document, any other agreements, instruments, certificates or other documents executed in connection herewith or therewith, or any of the transactions contemplated hereby or thereby, or any of the Borrower’s or any Subsidiary’s obligations hereunder or thereunder. The Borrower hereby waives the right to interpose any counterclaims (other than compulsory counterclaims) in any action brought by the jurisdiction Lender hereunder or in respect of any such courtother Loan Document, provided that such suit, action or proceeding is brought in an inconvenient forum or that this waiver shall not preclude the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in Borrower from pursuing any such suitclaims by means of separate proceedings. THE BORROWER HEREBY EXPRESSLY WAIVES ANY AND ALL OBJECTIONS WHICH IT MAY HAVE AS TO VENUE IN ANY OF SUCH COURTS, action or proceeding by mailing AND ALSO WAIVES ANY AND ALL RIGHTS TO TRIAL BY JURY IN ANY SUCH SUIT, ACTION OR PROCEEDING. The Lender may file a copy thereof to such party at the address for such notices to it under of this Agreement as evidence of the foregoing consent to jurisdiction and agrees that such service shall constitute good and sufficient service waiver of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR UNDER ANY OF THE OTHER TRANSACTION DOCUMENTS OR IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT OR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBYjury trial.

Consent to Jurisdiction; Waiver of Jury Trial. Each party hereby Party irrevocably submits to the exclusive jurisdiction of (a) Minneapolis, Minnesota, and (b) the state and federal courts sitting in The City United States District Court for the District of New York, Borough of ManhattanMinnesota, for the adjudication purposes of any dispute hereunder or in connection herewith Proceeding arising out of this Agreement or any of the other Transaction Documents Transactions. Each Party agrees to commence any such Proceeding either in the United States District Court for the District of Minnesota or if such Proceeding may not be brought in such court for jurisdictional reasons, in the District Court sitting in Hennepin County. Each Party further agrees that service of any process, summons, notice or document by U.S. registered mail to such Party’s respective address set forth above shall be effective service of process for any Proceeding in Minnesota with respect to any transaction contemplated hereby matters to which it has submitted to jurisdiction in this Section 10.11. Each Party irrevocably and unconditionally waives any objection to the laying of venue of any Proceeding arising out of this Agreement or thereby any of the Transactions in (i) the United States District Court for the District of Minnesota, or discussed herein or therein(ii) the District Court sitting in Hennepin County, and hereby further irrevocably waives, and unconditionally waives and agrees not to assert plead or claim in any suit, action or proceeding, any claim such court that it is not personally subject to the jurisdiction of any such court, that Proceeding brought in any such suit, action or proceeding is court has been brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by lawforum. EACH PARTY HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY RIGHT IT MAY HAVEACTION (WHETHER BASED ON CONTRACT, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER TORT OR UNDER ANY OF THE OTHER TRANSACTION DOCUMENTS OR IN CONNECTION WITH OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT OR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBYTHE ACTIONS OF SUCH PARTY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT HEREOF.

Consent to Jurisdiction; Waiver of Jury Trial. Each party hereby irrevocably submits The parties hereto agree to submit any matter or dispute resulting from or arising out of the execution, performance, interpretation, breach or termination of this Agreement to the non-exclusive jurisdiction of federal or state courts within the state State of New York. Each of the parties agrees that service of any process, summons, notice or document in the manner set forth in Section 7.2 hereof or in such other manner as may be permitted by applicable law, shall be effective service of process for any proceeding in the State of New York with respect to any matters to which it has submitted to jurisdiction in this Section 7.9. Each of the parties hereto irrevocably and federal unconditionally agrees that it is subject to, and hereby submits to, the personal jurisdiction of the courts sitting located in The City the State of New York for any action, suit or proceeding arising out of this Subscription Agreement or the transactions contemplated hereunder and waives any objection to the laying of venue in the United States District Court for the Southern District of New York, Borough of Manhattan, for or the adjudication of any dispute hereunder or in connection herewith or any of New York state courts if the other Transaction Documents or with any transaction contemplated hereby or thereby or discussed herein or thereinfederal jurisdictional standards are not satisfied, and hereby further irrevocably waives, and unconditionally waives and agrees not to assert plead or claim in any suit, action or proceeding, any claim such court that it is not personally subject to the jurisdiction of any such courtaction, that such suit, action suit or proceeding is brought in any such court has been brought in an inconvenient forum or that the venue of such suitforum. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. EACH PARTY OF THE PARTIES HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT ITS RIGHTS TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR UNDER ANY OF THE OTHER TRANSACTION DOCUMENTS OR IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT OR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBYBY JURY.

Consent to Jurisdiction; Waiver of Jury Trial. Each party Except as set forth in Section 2.3, each Party to this Agreement hereby irrevocably agrees that any action or proceeding relating to, arising under or involving the subject matter of this Agreement, or other documents related to this Agreement, shall only be instituted in the federal or state courts located in Wilmington, Delaware and hereby expressly submits to the exclusive personal jurisdiction and venue of the state and federal such courts sitting in The City of New York, Borough of Manhattan, for the adjudication purposes thereof and expressly waives any claim of improper venue and any dispute hereunder or in connection herewith or claim that such courts are an inconvenient forum. Each Party hereby irrevocably consents to the service of process of any of the other Transaction Documents or with any transaction contemplated hereby or thereby or discussed herein or therein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served aforementioned courts in any such suit, action or proceeding by the mailing a copy of copies thereof by registered or certified mail, postage prepaid, to such party at the address for such notices set forth or referred to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by lawSection 13.8. EACH PARTY OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY RIGHT IT MAY HAVEACTION, AND AGREES NOT TO REQUESTPROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER TORT OR UNDER ANY OF THE OTHER TRANSACTION DOCUMENTS OR IN CONNECTION WITH OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT OF THE TRANSACTIONS CONTEMPLATED HEREIN OR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBYTHE ACTIONS OF THE PARTIES HERETO IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT OF THIS AGREEMENT.

Consent to Jurisdiction; Waiver of Jury Trial. (a) Each party hereby irrevocably and unconditionally (i) submits to the exclusive non‑exclusive jurisdiction of the state and federal courts any United States Federal or New York State court sitting in The City of New York, Borough of Manhattan, and any appellate court from any such court, solely for the adjudication purpose of any dispute hereunder or in connection herewith or any of the other Transaction Documents or with any transaction contemplated hereby or thereby or discussed herein or therein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceedingproceeding brought to enforce its obligations under this Amendment or relating in any way to this Amendment or any Transaction under the Repurchase Agreement and (ii) waives, to the fullest extent it may effectively do so, any claim that it is not personally subject defense of an inconvenient forum to the jurisdiction maintenance of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that and irrevocably consent to the venue service of any summons and complaint and any other process by the mailing of copies of such suit, process to them at their respective address specified in the Repurchase Agreement. The parties hereby agree that a final judgment in any such action or proceeding is improper. Each party hereby irrevocably waives personal service of process shall be conclusive and consents to process being served may be enforced in other jurisdictions by suit on the judgment or in any such suit, other manner provided by law. Nothing in this Section 9 shall affect the right of Buyer to serve legal process in any other manner permitted by law or affect the right of Buyer to bring any action or proceeding by mailing a copy thereof to such party at against the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service Seller or its property in the courts of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. other jurisdictions. (b) EACH PARTY OF THE PARTIES HEREBY IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY RIGHT IT MAY HAVEACTION, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER PROCEEDING OR UNDER ANY OF THE OTHER TRANSACTION DOCUMENTS OR IN CONNECTION WITH OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR AMENDMENT, ANY OTHER TRANSACTION DOCUMENT OR ANY TRANSACTION CONTEMPLATED HEREBY INSTRUMENT OR THEREBYDOCUMENT DELIVERED HEREUNDER OR THEREUNDER.

Consent to Jurisdiction; Waiver of Jury Trial. Each party hereby Subject to Section 8.2, each Party irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in The City of New York, Borough of Manhattan, United States District Court for the adjudication Eastern District of Virginia, or any dispute hereunder court of the Commonwealth of Virginia in any action or in connection herewith proceeding arising out of or relating to this Agreement or any of the other Transaction Documents or with any transaction transactions contemplated hereby or thereby or discussed herein or therein, and hereby irrevocably waiveshereby, and agrees not to assert in that any suit, such action or proceedingproceeding will be brought only in such courts; provided, any claim however, that it such consent to jurisdiction is solely for the purpose referred to in this Section and will not personally subject be deemed to be a general submission to the jurisdiction of such courts other than for such purpose. Subject to Section 8.2, each Party irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such courtaction or proceeding brought in such courts and any claim that any such action or proceeding brought in such courts has been brought in an inconvenient forum. Subject to Section 8.2, that such suit, nothing contained herein will preclude a Party against which an action or proceeding is brought as aforesaid in any court of the Commonwealth of Virginia from seeking to remove such action or proceeding, pursuant to applicable Federal law, to the United States District Court for the Eastern District of Virginia. Subject to Section 8.2, nothing contained herein will preclude a Party from enforcing an inconvenient forum or that order in the venue courts of such suit, another jurisdiction. Each Party waives any right to a jury trial in any action or proceeding is improperarising out of or related to this Agreement. Each party hereby irrevocably waives personal service of process [***] Confidential Treatment Requested Confidential portion omitted and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at filed separately with the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR UNDER ANY OF THE OTHER TRANSACTION DOCUMENTS OR IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT OR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBY.Commission DAL02:525849.7

Consent to Jurisdiction; Waiver of Jury Trial. Each party hereby hereto irrevocably submits to the exclusive jurisdiction of any state or Federal court located within the state and federal courts sitting in The City County of New York, Borough York in the State of Manhattan, New York for the adjudication purposes of any dispute hereunder or in connection herewith or any of the other Transaction Documents or with any transaction contemplated hereby or thereby or discussed herein or therein, and hereby irrevocably waives, and agrees not to assert in any suit, action or other proceeding arising out of this Agreement or any transaction contemplated hereby, and agrees to commence any such action, suit or proceeding only in such courts. Each party further agrees that service of any process, summons, notice or document by U.S. registered mail to such party’s respective address set forth herein shall be effective service of process for any such action, suit or proceeding, . Each party irrevocably and unconditionally waives any claim that it is not personally subject objection to the jurisdiction laying of venue of any such courtaction, that such suit, action suit or proceeding is arising out of this Agreement or the transactions contemplated hereby in such courts, and hereby irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by lawforum. EACH PARTY HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY RIGHT IT MAY HAVEACTION, AND AGREES NOT TO REQUESTPROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER TORT OR UNDER ANY OF THE OTHER TRANSACTION DOCUMENTS OR IN CONNECTION WITH OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT OR ANY TRANSACTION AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBYTHE ACTIONS OF SUCH PARTY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT HEREOF.

Consent to Jurisdiction; Waiver of Jury Trial. Each party Grantor --------------------------------------------- hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in The City of New York, Borough of Manhattan, for the adjudication of any dispute hereunder or in connection herewith or any of the other Transaction Documents or with any transaction contemplated hereby or thereby or discussed herein or therein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the nonexclusive jurisdiction of any such court, that such suit, United States Federal or New York State court sitting in New York City in any action or proceeding is brought arising out of or relating to this Agreement or any other Collateral Document, and each Grantor hereby irrevocably agrees that all claims in an inconvenient forum or that the venue respect of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process may be heard and consents to process being served determined in any such suitUnited States Federal or New York State court and each Grantor irrevocably waives any objection, including, without limitation, any objection to the laying of venue or based on the grounds of forum non conveniens which it may now or hereafter have to the bringing of any such action or proceeding by mailing in such respective jurisdictions. As a copy thereof method of service, each Grantor also irrevocably consents to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process any and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve all process in any manner permitted such actions or proceeding brought in any court in or of the State of New York by lawthe delivery of copies of such process to such Grantor, at its address specified in Section 8.2 or by certified mail direct to such address, such service to be effective upon such delivery or 5 days after such mailing. EACH PARTY GRANTOR AND THE COLLATERAL TRUSTEE HEREBY IRREVOCABLY WAIVES ANY ALL RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF IN ANY DISPUTE HEREUNDER OR UNDER ANY OF THE OTHER TRANSACTION DOCUMENTS OR IN CONNECTION WITH OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER TRANSACTION COLLATERAL DOCUMENT OR ANY TRANSACTION CONTEMPLATED HEREBY MATTER ARISING HEREUNDER OR THEREBYTHEREUNDER.

Consent to Jurisdiction; Waiver of Jury Trial. Each party (a) Subject to Section 2.8 (Net Sales Reporting), Section 2.11(b) (Purchase Price Allocation) and Section 3.3 (Post-Closing Adjustment), each Party hereby irrevocably submits and unconditionally submits, for itself and its property, to the exclusive jurisdiction of any Delaware state court, or federal court of the state and federal courts United States of America, in each case sitting in The the City of Wilmington, County of New Castle, State of Delaware, and any appellate court from any thereof, in any action, suit or proceeding arising out of or relating to this Agreement or any Ancillary Agreement delivered in connection herewith or the Transactions or for recognition or enforcement of any judgment relating thereto, and each Party hereby irrevocably and unconditionally: (i) agrees not to commence any such action, suit or proceeding except in such courts; (ii) agrees that any claim in respect of any such action, suit or proceeding may be heard and determined in such Delaware state court or, to the extent permitted by applicable Law, in such federal court; (iii) 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 such action, suit or proceeding in any such Delaware state or federal court; and (iv) waives, to the fullest extent permitted by applicable Law, the defense of an inconvenient forum to the maintenance of such action, suit or proceeding in any such Delaware state or federal court. Each Party agrees that a final judgment in any such action, suit or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law. Each Party irrevocably consents to service of process in the manner provided for notices in Section 13.15. Nothing in this Agreement will affect the right of any Party to serve process in any other manner permitted by applicable Law. Notwithstanding the foregoing, each of the Parties agrees that it will not bring or support any action, cause of action, claim, cross-claim or third-party claim of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against the Debt Financing Sources in any way relating to this Agreement or any of the transactions contemplated by this Agreement, including, but not limited to, any dispute arising out of or reliant in any way to the Debt Commitment Letter or the performance thereof, in any forum other than the Commercial Division, New York State Supreme Court and the federal courts, in each case, sitting in the City of New York, Borough borough of ManhattanManhattan (and, for in each case, the adjudication applicable state and federal appeals courts sitting in the City of any dispute hereunder New York or, if not available or in connection herewith or any applicable, the State of the other Transaction Documents or with any transaction contemplated hereby or thereby or discussed herein or therein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. New York). (b) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT AND THE ANCILLARY AGREEMENTS IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT HAVE TO REQUEST, A TRIAL BY JURY TRIAL FOR THE ADJUDICATION IN RESPECT OF ANY DISPUTE HEREUNDER LITIGATION DIRECTLY OR UNDER INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT AND ANY OF THE OTHER TRANSACTION DOCUMENTS OR ANCILLARY AGREEMENTS DELIVERED IN CONNECTION WITH HEREWITH OR THE TRANSACTIONS, INCLUDING ANY CLAIM, CONTROVERSY, DEMAND, ACTION OR CAUSE OF ACTION AGAINST OR INVOLVING ANY DEBT FINANCING SOURCE ARISING OUT OF THIS AGREEMENT OR THE DEBT FINANCING OR THE DEBT COMMITMENT LETTER. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER TRANSACTION DOCUMENT PARTY HAS REPRESENTED, EXPRESSLY OR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBYOTHERWISE, 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 13.10(b).

Consent to Jurisdiction; Waiver of Jury Trial. Each party hereby Party hereto irrevocably submits to the exclusive jurisdiction of any state or federal court located in Prince William County in the state and federal courts sitting in The City Commonwealth of New York, Borough of Manhattan, Virginia for the adjudication purposes of any dispute hereunder action or in connection herewith proceeding arising out of this Agreement or any of the other Transaction Documents or with any transaction contemplated hereby, and agrees to commence any such action or proceeding only in such courts. Each Party further agrees that service of any process, summons, notice or document by U.S. registered mail to such Party’s respective address set forth herein shall be effective service of process for any such action or proceeding. Each Party irrevocably and unconditionally waives any objection to the laying of venue of any action or proceeding arising out of this Agreement or the transactions contemplated hereby or thereby or discussed herein or thereinin such courts, and hereby irrevocably waives, and unconditionally waives and agrees not to assert plead or claim in any suit, action or proceeding, any claim such court that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in any such court has been brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by lawforum. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVEIRREVOCABLY, KNOWINGLY, VOLUNTARILY, AND AGREES NOT INTENTIONALLY WAIVES, TO REQUESTTHE FULLEST EXTENT PERMITTED BY LAW, A ALL RIGHT TO TRIAL BY JURY TRIAL FOR THE ADJUDICATION OF IN ANY DISPUTE HEREUNDER ACTION, PROCEEDING OR UNDER ANY OF THE OTHER TRANSACTION DOCUMENTS COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR IN CONNECTION WITH OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT OR ANY TRANSACTION AND THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBYTHE ACTIONS OF SUCH PARTY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT HEREOF.

Consent to Jurisdiction; Waiver of Jury Trial. Each party hereby irrevocably agrees that any legal action or proceeding arising out of or relating to this Agreement shall be instituted in any State or Federal court sitting in New York City, Borough of Manhattan (and each party agrees not to commence any legal action or proceeding except in such courts), and each party irrevocably submits to the exclusive jurisdiction of the state and federal such courts sitting in The City any such action or proceeding. Seller hereby agrees that service of New York, Borough of Manhattan, for the adjudication of process in any dispute hereunder such action or in connection herewith or any of the other Transaction Documents or with any transaction contemplated hereby or thereby or discussed herein or thereinproceeding may be made upon Company, and hereby the Seller irrevocably waivesappoints Company as its true and lawful agent to receive on behalf of itself and its properties, and agrees not to assert service of process in any suit, such action or proceeding, any claim that it is not personally subject and Company irrevocably accepts such appointment. Each party irrevocably consents to the jurisdiction service of process in any such court, that such suit, action or proceeding is brought upon it by mail at its address set forth in an inconvenient forum or that Section 9.4 of this Agreement (or, in the venue case of Seller and Company, upon Company at its principal U.S. offices, located at 000 Xxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxxxxxxx, 00000-0000). Any party serving process upon Company as agent for Seller shall also provide a copy to Seller at its notice address in accordance with Section 9.4. The foregoing provisions shall not limit the right of any party to obtain execution on any judgment rendered in any such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, other appropriate jurisdiction or in any other manner. Seller agrees that a final judgment against it in any legal action or proceeding by mailing a copy thereof arising out of or relating to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit conclusive and may be enforced in any way other jurisdiction within or outside the United States by suit on the judgment, a certified or exemplified copy of which judgment shall be conclusive evidence thereof, or by any right to serve process in any manner permitted other means provided by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, WAIVE ITS RESPECTIVE RIGHTS TO A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER CLAIM OR UNDER ANY CAUSE OF THE OTHER TRANSACTION DOCUMENTS OR IN CONNECTION WITH ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT OR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBYAGREEMENT.

Consent to Jurisdiction; Waiver of Jury Trial. Each party In any judicial proceeding involving any dispute, controversy or claim arising out of or relating to this Agreement, each of the Stockholders and EMG unconditionally accepts the nonexclusive jurisdiction and venue of any United States District Court located in the State of Delaware, or of the Court of Chancery of the State of Delaware, and the appellate courts to which orders and judgments thereof may be appealed. In any such judicial proceeding, the Stockholders and EMG agree that in addition to any method for the service of process permitted or required by such courts, to the fullest extent permitted by law, service of process may be made by delivery provided pursuant to Section 13(b). The parties hereby irrevocably submits waive, to the exclusive jurisdiction fullest extent permitted by law, any objection that they may now or hereafter have to the laying of the state and federal courts sitting in The City of New York, Borough of Manhattan, for the adjudication venue of any dispute hereunder arising out of or in connection herewith relating to this Agreement or any of the other Transaction Documents or with any transaction transactions contemplated hereby brought in such court or thereby any defense of inconvenient forum for the maintenance of such dispute. Each of the parties hereto agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or discussed herein or thereinin any other manner provided by law. This consent to jurisdiction is being given solely for purposes of this Agreement and is not intended to, and hereby irrevocably waivesshall not, and agrees not confer consent to assert jurisdiction with respect to any other dispute in any suit, action or proceeding, any claim that it is not personally subject which a party to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improperthis Agreement may become involved. Each party of the parties hereto hereby irrevocably waives personal service of process and consents to process being served by any party to this Agreement in any such suit, action or proceeding Proceeding of the nature specified in the paragraph above by the mailing of a copy thereof to such party at in the address for such notices to it under manner specified by the provisions of subsection (b) of this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by lawSection 13. EACH PARTY OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER PROCEEDING OR UNDER ANY OF THE OTHER TRANSACTION DOCUMENTS OR IN CONNECTION WITH OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT OR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBYAGREEMENT.

Consent to Jurisdiction; Waiver of Jury Trial. Each party hereby of the Parties hereto irrevocably submits to the exclusive jurisdiction of the any state and or federal courts court sitting in The the Borough of Manhattan in the City of New York, Borough of Manhattan, York (or any appellate court therefrom) for the adjudication purposes of any dispute hereunder or in connection herewith or any of the other Transaction Documents or with any transaction contemplated hereby or thereby or discussed herein or therein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceedingother proceeding arising out of this Agreement or any transactions contemplated hereby. Each of the Parties hereto further agrees that service of any process, summons, notice or document by U.S. certified mail to such Party’s respective address set forth in Section 11.01 shall be effective service of process for any claim that action, suit or proceeding in New York with respect to any matters to which it is not personally subject has submitted to jurisdiction as set forth above in the immediately preceding sentence. Each of the Parties hereto irrevocably and unconditionally waives any objection to the jurisdiction laying of venue of any such courtaction, that such suit, action suit or proceeding is arising out of this Agreement or the transactions contemplated hereby in any state or federal court sitting in the Borough of Manhattan in the City of New York (or any appellate court therefrom), 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 or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by lawforum. EACH PARTY OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A TRIAL BY JURY TRIAL FOR THE ADJUDICATION OF IN ANY DISPUTE HEREUNDER OR UNDER ANY OF THE OTHER TRANSACTION DOCUMENTS OR IN CONNECTION WITH OR LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT OR ANY TRANSACTION THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBYHEREBY.

Consent to Jurisdiction; Waiver of Jury Trial. Each party hereby irrevocably submits The parties hereto agree to submit any matter or dispute resulting from or arising out of the execution, performance, interpretation, breach or termination of this Agreement to the non-exclusive jurisdiction of federal or state courts within the state State of New York. Each of the Parties agrees that service of any process, summons, notice or document in the manner set forth in Section 8.2 hereof or in such other manner as may be permitted by applicable law, shall be effective service of process for any proceeding in the State of New York with respect to any matters to which it has submitted to jurisdiction in this Section 8.10. Each of the parties hereto irrevocably and federal unconditionally agrees that it is subject to, and hereby submits to, the personal jurisdiction of the courts sitting located in The City the State of New York for any action, suit or proceeding arising out of this Subscription Agreement or the transactions contemplated hereunder and waives any objection to the laying of venue in the United States District Court for the Southern District of New York, Borough of Manhattan, for or the adjudication of any dispute hereunder or in connection herewith or any of New York state courts if the other Transaction Documents or with any transaction contemplated hereby or thereby or discussed herein or thereinfederal jurisdictional standards are not satisfied, and hereby further irrevocably waives, and unconditionally waives and agrees not to assert plead or claim in any suit, action or proceeding, any claim such court that it is not personally subject to the jurisdiction of any such courtaction, that such suit, action suit or proceeding is brought in any such court has been brought in an inconvenient forum or that the venue of such suitforum. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. EACH PARTY OF THE PARTIES HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT ITS RIGHTS TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR UNDER ANY OF THE OTHER TRANSACTION DOCUMENTS OR IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT OR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBYBY JURY.

Consent to Jurisdiction; Waiver of Jury Trial. Each party hereby of the Parties hereto irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting located in The the Borough of Manhattan in the City and State of New York, Borough of Manhattan, York for the adjudication purposes of any dispute hereunder or in connection herewith or any of the other Transaction Documents or with any transaction contemplated hereby or thereby or discussed herein or therein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceedingother proceeding arising out of this Agreement or any transaction contemplated hereby. Each of the Parties hereto further agrees that service of any process, summons, notice or document by U.S. certified mail to such Party’s respective address set forth in Section 21(i) shall be effective service of process for any claim that action, suit or proceeding in New York with respect to any matters to which it is not personally subject has submitted to jurisdiction as set forth above in the immediately preceding sentence. Each of the Parties hereto irrevocably and unconditionally waives any objection to the jurisdiction laying of venue of any such courtaction, that such suit, action suit or proceeding is arising out of this Agreement or the transactions contemplated hereby in the state or federal courts located in the Borough of Manhattan in the City and State of New York, 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 or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by lawforum. EACH PARTY OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A TRIAL BY JURY TRIAL FOR THE ADJUDICATION OF IN ANY DISPUTE HEREUNDER OR UNDER ANY OF THE OTHER TRANSACTION DOCUMENTS OR IN CONNECTION WITH OR LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT OR ANY TRANSACTION THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBYHEREBY.

Consent to Jurisdiction; Waiver of Jury Trial. Each party hereby irrevocably submits The parties hereto agree to submit any matter or dispute resulting from or arising out of the execution, performance, interpretation, breach or termination of this Agreement to the non-exclusive jurisdiction of federal or state courts within the state State of New York. Each of the parties hereto agrees that service of any process, summons, notice or document in the manner set forth in Section 7.4 hereof or in such other manner as may be permitted by applicable law, shall be effective service of process for any proceeding in the State of New York with respect to any matters to which it has submitted to jurisdiction in this Section 7.11. Each of the parties hereto irrevocably and federal unconditionally agrees that it is subject to, and hereby submits to, the personal jurisdiction of the courts sitting located in The City the State of New York for any action, suit or proceeding arising out of this Subscription Agreement or the transactions contemplated hereunder and waives any objection to the laying of venue in the United States District Court for the Southern District of New York, Borough of Manhattan, for or the adjudication of any dispute hereunder or in connection herewith or any of New York state courts if the other Transaction Documents or with any transaction contemplated hereby or thereby or discussed herein or thereinfederal jurisdictional standards are not satisfied, and hereby further irrevocably waives, and unconditionally waives and agrees not to assert plead or claim in any suit, action or proceeding, any claim such court that it is not personally subject to the jurisdiction of any such courtaction, that such suit, action suit or proceeding is brought in any such court has been brought in an inconvenient forum or that the venue of such suitforum. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. EACH PARTY OF THE PARTIES HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT ITS RIGHTS TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR UNDER ANY OF THE OTHER TRANSACTION DOCUMENTS OR IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT OR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBYBY JURY.

Consent to Jurisdiction; Waiver of Jury Trial. Each party (a) The parties hereto hereby irrevocably submits submit to the exclusive jurisdiction of the state courts of the State of Delaware and federal the courts sitting of the United States for the District of Delaware, and the appellate courts thereof, solely in The City respect of New Yorkthe interpretation and enforcement of the provisions of this Agreement, Borough and in respect of Manhattanthe transactions contemplated herein (including, for the adjudication avoidance of doubt, any dispute hereunder action, whether in law or in connection herewith equity, whether in contract or any in tort or otherwise, involving the Debt Financing Sources arising out of, or relating to, the transactions contemplated hereby, the Debt Financing Commitment, the Debt Financing or the performance of the other Transaction Documents services thereunder or with any transaction contemplated hereby or thereby or discussed herein or thereinrelated thereto), and hereby irrevocably waiveswaive, and agrees agree not to assert assert, as a defense in any suitaction for the interpretation or enforcement hereof or of any such document, action or proceeding, any claim that it is not personally subject to the thereto, that it or its property is exempt or immune from jurisdiction of any such courtcourt or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), that such suitaction may not be brought or is not maintainable in said courts, that such action or proceeding is brought in an inconvenient forum or that the venue of thereof may not be appropriate or that this Agreement or any such suitdocument may not be enforced in or by such courts, and the parties hereto irrevocably agree that all claims with respect to such action or proceeding is impropershall be heard and determined in such a Delaware state or federal court. Each party The parties hereby irrevocably waives personal service consent to and grant any such court jurisdiction over the person of such parties and over the subject matter of such dispute and agree that delivery of process and consents to process being served or other papers in connection with any such suit, action or proceeding in the manner provided in Section 11.3 hereof or in such other manner as may be permitted by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service law, shall constitute good be valid and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit Notwithstanding the foregoing, each of the parties hereto agrees that it will not bring or support any action, cause of action, claim, cross-claim or third-party claim of any kind or description, whether in law or in equity, against the Debt Financing Sources in any way relating to this Agreement or any right of the transactions contemplated hereby, including but not limited to serve process any dispute against the Debt Financing Sources arising out of or relating to the Debt Financing Commitment or the performance thereof, in any manner permitted by law. forum other than the Supreme Court of the State of New York, County of New York, or if under applicable law exclusive jurisdiction is vested in the Federal courts, the United States District Court for the Southern District of New York (and the appellate courts thereof). (b) EACH PARTY HERETO HEREBY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY AND ALL RIGHT IT SUCH PARTY MAY HAVE, AND AGREES NOT HAVE TO REQUEST, A TRIAL BY JURY TRIAL FOR THE ADJUDICATION IN RESPECT OF ANY DISPUTE HEREUNDER LITIGATION (WHETHER BASED IN CONTRACT, TORT OR UNDER ANY OF OTHERWISE) BETWEEN THE OTHER TRANSACTION DOCUMENTS PARTIES DIRECTLY OR IN CONNECTION WITH OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT OR ANY TRANSACTION THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBYIN THIS AGREEMENT (including any such action, whether in law or in equity, whether in contract or in tort or otherwise, involving the Debt Financing Sources arising out of, or relating to, the transactions contemplated hereby, the Debt Financing Commitment, the Debt Financing or the performance of services thereunder or related thereto) or the negotiation, execution, administration, performance or enforcement hereof or thereof. Each Party certifies and acknowledges that (i) 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 the foregoing waiver, (ii) each party understands and has considered the implication of this waiver, (iii) each party makes this waiver voluntarily and (iv) each party has been induced to enter into this agreement by, among other things, the mutual waivers and certifications in this section.

Consent to Jurisdiction; Waiver of Jury Trial. Each party (a) To the fullest extent permitted by law, the Obligor hereby irrevocably (i) submits to the non-exclusive jurisdiction of the state and federal courts any New York State or Federal court sitting in The New York City and any appellate court from any thereof in any action or proceeding arising out of or relating to this Agreement, any other Loan Document or the Letter of Credit, and (ii) agrees that all claims in respect of such action or proceeding may be heard and determined in such New York, Borough of Manhattan, for the adjudication of any dispute hereunder York State court or in connection herewith or any of the other Transaction Documents or with any transaction contemplated hereby or thereby or discussed herein or therein, and such Federal court. The Obligor hereby irrevocably waives, and agrees not to assert in any suitthe fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding. The Obligor also irrevocably consents, any claim that it is not personally subject to the jurisdiction fullest extent permitted by law, to the service of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of and all process and consents to process being served in any such suit, action or proceeding by the mailing a copy thereof by certified mail of copies of such process to such party the Obligor at its address specified in Section 8.02. The Obligor agrees, to the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner fullest extent permitted by law. EACH PARTY , that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. (b) THE OBLIGOR, THE ADMINISTRATIVE AGENT, THE FRONTING BANK AND THE LENDERS HEREBY IRREVOCABLY WAIVES WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY RIGHT IT MAY HAVEACTION, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER PROCEEDING OR UNDER ANY OF THE OTHER TRANSACTION DOCUMENTS OR IN CONNECTION WITH OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT AGREEMENT, ANY OTHER LOAN DOCUMENT OR THE LETTER OF CREDIT, OR ANY OTHER TRANSACTION INSTRUMENT OR DOCUMENT DELIVERED HEREUNDER OR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBYTHEREUNDER.

Consent to Jurisdiction; Waiver of Jury Trial. Each party of the Lender and the Borrower hereby irrevocably submits consents to the sole and exclusive jurisdiction of all courts of the state State of New York and federal courts sitting in The City the United States District Court for the Southern District of New York, Borough as well as to the jurisdiction of Manhattanall courts from which an appeal may be taken from such courts, for the adjudication purpose of any dispute hereunder or in connection herewith or any of the other Transaction Documents or with any transaction contemplated hereby or thereby or discussed herein or therein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceedingother proceeding arising out of or with respect to this Agreement, any claim that it is not personally subject other Loan Document, any other agreements, instruments, certificates or other documents executed in connection herewith or therewith, or any of the transactions contemplated hereby or thereby, or any of the Lender’s, the Borrower’s or any Subsidiary’s obligations hereunder or thereunder. The Borrower hereby waives the right to interpose any counterclaims (other than compulsory counterclaims) in any action brought by the jurisdiction Lender hereunder or in respect of any other Loan Document, provided that this waiver shall not preclude the Borrower from pursuing any such courtclaims by means of separate proceedings. EACH OF THE LENDER AND THE BORROWER HEREBY EXPRESSLY WAIVES ANY AND ALL OBJECTIONS WHICH IT MAY HAVE AS TO VENUE IN ANY OF SUCH COURTS, that such suitAND ALSO WAIVES TRIAL BY JURY IN ANY SUCH SUIT, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improperACTION OR PROCEEDING. Each party hereby irrevocably waives personal may file a copy of this Agreement as evidence of the foregoing waiver of right to jury trial. Each party consents to the service of process and consents to process being served the delivery of any notice in connection of any such suit, action or other proceeding by mailing a copy thereof to such party at in accordance with the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service Notice provisions set forth herein or in accordance with the provisions of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR UNDER ANY OF THE OTHER TRANSACTION DOCUMENTS OR IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT OR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBYApplicable Law.

Consent to Jurisdiction; Waiver of Jury Trial. Each party hereby Subject to Section 11.05, each Party irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in The City of United States District Court for Nassau County, New York, Borough or any court of Manhattan, for the adjudication State of New York located in Nassau county in any dispute hereunder Action or in connection herewith Proceeding arising out of or relating to this Services Agreement or any of the other Transaction Documents or with any transaction transactions contemplated hereby or thereby or discussed herein or therein, and hereby irrevocably waiveshereby, and agrees that any such Action or Proceeding will be brought only in such courts; provided, however, that such consent to jurisdiction is solely for the purpose referred to in this Section and will not be deemed to assert in any suit, action or proceeding, any claim that it is not personally subject be a general submission to the jurisdiction of such courts other than for such purpose. Subject to Section 11.05, each Party irrevocably waives, to the fullest extent permitted by Law, any objection that it may now or hereafter have to the laying of the venue of any such court, Action or Proceeding brought in such courts and any claim that any such suit, action Action or proceeding is Proceeding brought in such courts has been brought in an inconvenient forum forum. Subject to Section 11.05, nothing contained herein will preclude a Party against which an Action or that Proceeding is brought as aforesaid in any court of the venue State of New York from seeking to remove such suitAction or Proceeding, action or proceeding is improperpursuant to applicable federal Law, to the United States District Court in Nassau County, New York. Subject to Section 11.05, nothing contained herein will preclude a Party from enforcing an Order in the courts of another jurisdiction. Each party hereby irrevocably Party waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process a jury trial in any manner permitted by lawAction or Proceeding arising out of or related to this Services Agreement. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR UNDER ANY OF THE OTHER TRANSACTION DOCUMENTS OR IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT OR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBY.[***] Confidential Treatment Requested Confidential portion omitted and filed separately with the Commission DAL02:525176.4 14

Consent to Jurisdiction; Waiver of Jury Trial. Each party hereby irrevocably submits The parties hereto agree to submit any matter or dispute resulting from or arising out of the execution, performance, interpretation, breach or termination of this Subscription Agreement to the non-exclusive jurisdiction of federal or state courts within the state State of New York. Each of the Parties agrees that service of any process, summons, notice or document in the manner set forth in Section 6.2 hereof or in such other manner as may be permitted by applicable law, shall be effective service of process for any proceeding in the State of New York with respect to any matters to which it has submitted to jurisdiction in this Section 6.10. Each of the parties hereto irrevocably and federal unconditionally agrees that it is subject to, and hereby submits to, the personal jurisdiction of the courts sitting located in The City the State of New York for any action, suit or proceeding arising out of this Subscription Agreement or the transactions contemplated hereunder and waives any objection to the laying of venue in the United States District Court for the Southern District of New York, Borough of Manhattan, for or the adjudication of any dispute hereunder or in connection herewith or any of New York state courts if the other Transaction Documents or with any transaction contemplated hereby or thereby or discussed herein or thereinfederal jurisdictional standards are not satisfied, and hereby further irrevocably waives, and unconditionally waives and agrees not to assert plead or claim in any suit, action or proceeding, any claim such court that it is not personally subject to the jurisdiction of any such courtaction, that such suit, action suit or proceeding is brought in any such court has been brought in an inconvenient forum or that the venue of such suitforum. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. EACH PARTY OF THE PARTIES HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT ITS RIGHTS TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR UNDER ANY OF THE OTHER TRANSACTION DOCUMENTS OR IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT OR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBYBY JURY.

Consent to Jurisdiction; Waiver of Jury Trial. Each party hereby (a) All actions and proceedings arising out of or relating to this Agreement shall be heard and determined in the Chancery Court of the State of Delaware or, in the event that such court does not have subject matter jurisdiction over such action or proceeding, any federal court sitting in the State of Delaware, and the parties to this Agreement irrevocably submits submit to the exclusive jurisdiction of such courts (and, in the state case of appeals, appropriate appellate courts therefrom) in any such action or proceeding and federal courts sitting in The City irrevocably waive the defense of New York, Borough of Manhattan, for an inconvenient forum to the adjudication maintenance of any dispute hereunder or in connection herewith or any of the other Transaction Documents or with any transaction contemplated hereby or thereby or discussed herein or therein, and hereby irrevocably waives, and agrees not to assert in any suit, such action or proceeding. The consents to jurisdiction set forth in this paragraph shall not constitute general consents to service of process in the State of Delaware and shall have no effect for any purpose except as provided in this paragraph and shall not be deemed to confer rights on any Person other than the parties hereto. Each of the parties to this Agreement consents to service being made through the notice procedures set forth in Section 12.3 and agrees that service of any process, any claim that it is not personally subject summons, notice or document by registered mail (return receipt requested and first-class postage prepaid) to the jurisdiction respective addresses set forth in Section 12.3 shall be effective service of process for any suit or proceeding in connection with this Agreement or the transactions contemplated by this Agreement. The parties hereto agree that a final judgment in any such court, that such suit, action or proceeding is brought shall be conclusive and may be enforced in an inconvenient forum other jurisdictions by suit on the judgment or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding other manner provided by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. Applicable Law. (b) EACH PARTY HEREBY OF THE PARTIES TO THIS AGREEMENT IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT ALL RIGHTS TO REQUEST, A TRIAL BY JURY TRIAL FOR THE ADJUDICATION OF IN ANY DISPUTE HEREUNDER OR UNDER ANY OF THE OTHER TRANSACTION DOCUMENTS OR IN CONNECTION WITH OR LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT OR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBYAGREEMENT.

Consent to Jurisdiction; Waiver of Jury Trial. (a) Each party hereby irrevocably submits of the parties hereto: (i) consents to submit itself to the exclusive personal jurisdiction of (A) the state and federal courts sitting in The City of New York, Borough of Manhattan, United States District Court for the adjudication Northern District of Illinois in the event any dispute hereunder or in connection herewith arises out of this Agreement or any of the other Transaction Documents or transactions contemplated by this Agreement to the extent such court would have subject matter jurisdiction with any transaction contemplated hereby or thereby or discussed herein or therein, respect to such dispute and hereby irrevocably waives, and (B) the courts of the State of Illinois; (ii) agrees not to assert in any suit, action or proceeding, any claim that it is will not personally subject attempt to the deny or defeat such personal jurisdiction of or venue by motion or other request for leave from any such court, ; (iii) agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated by this Agreement in any court other than such suit, courts; (iv) agrees that service of process in any such action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such a party at its address set forth in Section 8.4 or at such other address of which a party shall have been notified pursuant thereto; provided that in addition, a copy of such service is delivered in accordance with the address for such notices to it under provisions of Section 8.4 of this Agreement and Agreement; (v) agrees that such service nothing herein shall constitute good and sufficient affect the right to effect service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. Law or shall limit the right to xxx in any other jurisdiction; and (vi) agrees to appoint an agent for service of process in Illinois. (b) EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY RIGHT IT MAY HAVE, AND AGREES NOT LEGAL ACTION OR PROCEEDING IN RELATION TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR UNDER ANY OF THE OTHER TRANSACTION DOCUMENTS OR IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR AND FOR ANY OTHER TRANSACTION DOCUMENT OR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBYCOUNTERCLAIM THEREIN.

Consent to Jurisdiction; Waiver of Jury Trial. Each party hereby hereto irrevocably submits to the exclusive jurisdiction of the any state and or federal courts sitting court located in The City of New York, Borough of Manhattan, Delaware for the adjudication purposes of any dispute hereunder action arising out of this Xxxx of Sale – Assignment and Assumption Agreement and agrees to commence any such action only in such courts. Each party further agrees that service of any process, summons, notice or document by U.S. registered mail to such party’s respective address set forth in connection herewith or Section 7 hereof shall be effective service of process for any such action. Each party irrevocably and unconditionally waives any objection to the laying of the other Transaction Documents or with venue of any transaction contemplated hereby or thereby or discussed herein or thereinaction arising out of this Xxxx of Sale – Assignment and Assumption Agreement in such courts, and hereby irrevocably waives, and unconditionally waives and agrees not to assert plead or claim in any suit, action or proceeding, any claim such court that it is not personally subject to the jurisdiction of any such court, that action brought in any such suit, action or proceeding is court has been brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by lawforum. EACH PARTY HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY RIGHT IT MAY HAVEACTION, AND AGREES NOT TO REQUESTPROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER TORT OR UNDER ANY OF THE OTHER TRANSACTION DOCUMENTS OR IN CONNECTION WITH OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS XXXX OF SALE – ASSIGNMENT AND ASSUMPTION AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT OR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBY.THE ACTIONS OF SUCH PARTY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT HEREOF AND THEREOF. [The remainder of this page has been left blank intentionally]

Consent to Jurisdiction; Waiver of Jury Trial. Each party hereby of the Parties hereto irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting located in The the Borough of Manhattan in the City and State of New York, Borough of Manhattan, York for the adjudication purposes of any dispute hereunder or in connection herewith or any of the other Transaction Documents or with any transaction contemplated hereby or thereby or discussed herein or therein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceedingother proceeding arising out of this Agreement or any transaction contemplated hereby. Each of the Parties hereto further agrees that service of any process, summons, notice or document by U.S. certified mail to such Party’s respective address set forth in Section 10.01 shall be effective service of process for any claim that action, suit or proceeding in New York with respect to any matters to which it is not personally subject has submitted to jurisdiction as set forth above in the immediately preceding sentence. Each of the Parties hereto irrevocably and unconditionally waives any objection to the jurisdiction laying of venue of any such courtaction, that such suit, action suit or proceeding is arising out of this Agreement or the transactions contemplated hereby in the state or federal courts located in the Borough of Manhattan in the City and State of New York, 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 or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by lawforum. EACH PARTY OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A TRIAL BY JURY TRIAL FOR THE ADJUDICATION OF IN ANY DISPUTE HEREUNDER OR UNDER ANY OF THE OTHER TRANSACTION DOCUMENTS OR IN CONNECTION WITH OR LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT OR ANY TRANSACTION THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBYHEREBY.

Consent to Jurisdiction; Waiver of Jury Trial. Each party You, by your execution hereof, (i) hereby irrevocably submits submit to the exclusive jurisdiction of the state and federal courts sitting in The City (or, to the extent jurisdiction is not permitted, the state courts) of New York, Borough the State of Manhattan, North Carolina for the adjudication purpose of any dispute hereunder claim or in connection herewith action arising out of or any of based upon this letter agreement or relating to the other Transaction Documents or with any transaction contemplated subject matter hereof, (ii) hereby or thereby or discussed herein or thereinwaive, to the extent not prohibited by applicable law, and hereby irrevocably waives, and agrees agree not to assert by way of motion, as a defense or otherwise, in any suit, action such claim or proceedingaction, any claim that it is you are not subject personally subject to the jurisdiction of the above-named courts, that your property is exempt or immune from attachment or execution, that any such court, that such suit, action or proceeding is brought in an the above-named court is improper, or that this letter agreement or the subject matter hereof may not be enforced in or by such courts, and (iii) hereby agree not to commence any claim or action arising out of or based upon this letter agreement or relating to the subject matter hereof other than before the above-named courts nor to make any motion or take any other action seeking or intending to cause the transfer or removal of any such claim or action to any court other than the above-named courts whether on the grounds of inconvenient forum or that the venue of such suit, action or proceeding is improperotherwise. Each party You hereby irrevocably waives personal consent to service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by North Carolina law, and agree that service of process by registered or certified mail, return receipt requested, at your address specified on the first page hereof is reasonably calculated to give actual notice. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVEYou hereby irrevocably waive any right to a trial by jury in any action, AND AGREES NOT TO REQUESTsuit, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR UNDER ANY OF THE OTHER TRANSACTION DOCUMENTS OR IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT OR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBYor other proceeding arising under or relating to any provisions of this letter agreement. 6.

Consent to Jurisdiction; Waiver of Jury Trial. Each party hereby Party hereto irrevocably submits to the exclusive jurisdiction of any state or federal court located in the state and federal courts sitting in The City State of New York, Borough of Manhattan, Delaware for the adjudication purposes of any dispute hereunder or in connection herewith or any of the other Transaction Documents or with any transaction contemplated hereby or thereby or discussed herein or therein, and hereby irrevocably waives, and agrees not to assert in any suit, action or other proceeding arising out of this Agreement or the Transaction, and agrees to commence any such action, suit or proceeding only in such courts. Each Party further agrees that service of any process, summons, notice or document by United States registered mail to such Party’s respective address set forth herein shall be effective service of process for any such action, suit or proceeding, . Each Party irrevocably and unconditionally waives any claim that it is not personally subject objection to the jurisdiction laying of venue of any such courtaction, that such suit, action suit or proceeding is arising out of this Agreement or the transactions contemplated hereby or thereby in such courts, and hereby irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by lawforum. EACH PARTY HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY RIGHT IT MAY HAVEACTION, AND AGREES NOT TO REQUESTPROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER TORT OR UNDER ANY OF THE OTHER TRANSACTION DOCUMENTS OR IN CONNECTION WITH OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT OR ANY TRANSACTION THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBYTHEREBY (INCLUDING THE DEBT FINANCING) OR THE ACTIONS OF SUCH PARTY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT HEREOF OR THEREOF.

Consent to Jurisdiction; Waiver of Jury Trial. (a) Seller Group hereby agrees that any suit, action or proceeding brought by any of them against Axsys or Buyer arising out of or relating to this Agreement shall be brought only in the federal and state courts of Manhattan County, New York. Axsys and Buyer hereby agree that any suit, action or proceeding brought by either of them against Seller Group or any member of Seller Group arising out of or relating to this Agreement shall be brought only in the federal and state courts of Los Angeles County, California. (b) Each party hereby irrevocably submits of the parties to this Agreement (i) consents to submit to the exclusive jurisdiction of the federal and state and federal courts sitting located in The City of New York, the Borough of Manhattan, for the adjudication of any dispute hereunder or in connection herewith or any of the other Transaction Documents or with any transaction contemplated hereby or thereby or discussed herein or thereinNew York County, New York and hereby irrevocably waivesLos Angeles County, and agrees not to assert California in any suit, action or proceedingproceeding arising out of or relating to this Agreement or any of the Transaction Agreements, any claim (ii) agrees that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought all claims in an inconvenient forum or that the venue respect of such suit, action or proceeding is improper. Each party hereby irrevocably may be heard and determined in any such court,(iii) agrees to be bound by any final judgment rendered in any such court, (iv) agrees not to commence any suit, action or proceeding arising out of or relating to this Agreement in any other court and (v) waives personal service any objection it may have now or hereafter to the laying of process and consents to process being served in the venue of any such suit, action or proceeding by mailing a copy thereof to such party at proceeding, including any objection based on the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service grounds of process and notice thereof. Nothing contained herein shall be deemed to limit forum non conveniens, in any way any right to serve process in any manner permitted by lawsuch court. EACH PARTY THE PARTIES HEREBY IRREVOCABLY WAIVES VOLUNTARILY, KNOWINGLY AND INTENTIONALLY WAIVE ANY RIGHT IT SUCH PARTIES MAY HAVEHAVE TO A TRIAL BY JURY WITH RESPECT TO ANY SUIT, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER ACTION OR UNDER ANY OF THE OTHER TRANSACTION DOCUMENTS OR IN CONNECTION WITH OR PROCEEDING ARISING OUT OF THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT OR ANY TRANSACTION THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBYHEREBY.

Consent to Jurisdiction; Waiver of Jury Trial. Each party hereby Subject to Section 11.2, each Party irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in The City of New York, Borough of Manhattan, United States District Court for the adjudication Eastern District of Virginia, or any dispute hereunder court of the Commonwealth of Virginia in any action or in connection herewith proceeding arising out of or relating to this Agreement or any of the other Transaction Documents or with any transaction transactions contemplated hereby or thereby or discussed herein or therein, and hereby irrevocably waiveshereby, and agrees not to assert in that any suit, such action or proceedingproceeding will be brought only in such courts; provided, any claim however, that it such consent to jurisdiction is solely for the purpose referred to in this Section and will not personally subject be deemed to be a general submission to the jurisdiction of such courts other than for such purpose. Subject to Section 11.2, each Party irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such courtaction or proceeding brought in such courts and any claim that any such action or proceeding brought in such courts has been brought in an inconvenient forum. Subject to Section 11.2, that such suit, nothing contained herein will preclude a Party against which an action or proceeding is brought as aforesaid in any court of the Commonwealth of Virginia from seeking to remove such action or proceeding, pursuant to applicable Federal law, to the United States District Court for the Eastern District of Virginia. Subject to Section 11.2, nothing contained herein will preclude a Party from enforcing an inconvenient forum or that order in the venue courts of such suit, another jurisdiction. Each Party waives any right to a jury trial in any action or proceeding is improperarising out of or related to this Agreement. Each party hereby irrevocably waives personal service of process [***] Confidential Treatment Requested Confidential portion omitted and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at filed separately with the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR UNDER ANY OF THE OTHER TRANSACTION DOCUMENTS OR IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT OR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBY.Commission DAL02:525933.8

Consent to Jurisdiction; Waiver of Jury Trial. Each party hereby irrevocably submits to the exclusive jurisdiction of any state or Federal court located within the state and federal courts sitting Borough of Manhattan, City of New York in The City the State of New York, Borough of Manhattan, for the adjudication purposes of any dispute hereunder or in connection herewith or any of the other Transaction Documents or with any transaction contemplated hereby or thereby or discussed herein or therein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceedingother proceeding arising out of this Agreement or any transaction contemplated hereby. Each of the parties further agrees that service of any process, summons, notice or document by U.S. registered mail to such party’s respective address set forth in Section 9.1 shall be effective service of process for any claim that it is not personally subject action, suit or proceeding in New York with respect to any matters to which such party has submitted to jurisdiction as set forth above in the immediately preceding sentence. Each of the parties, irrevocably and unconditionally waives any objection to the jurisdiction laying of venue of any such courtaction, that such suit, action suit or proceeding is set forth above arising out of this Agreement or the transactions contemplated hereby, 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 or that the venue of such suit, action or proceeding is improperforum. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. EACH PARTY THE PARTIES HEREBY IRREVOCABLY WAIVES AND UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY RIGHT IT MAY HAVE, AND AGREES NOT LEGAL ACTION OR PROCEEDING RELATING TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR UNDER ANY OF THE OTHER TRANSACTION DOCUMENTS OR IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT OR AGREEMENT ENTERED INTO IN CONNECTION THEREWITH AND FOR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBYCOUNTERCLAIM WITH RESPECT THERETO.

Consent to Jurisdiction; Waiver of Jury Trial. Each party The Borrower hereby irrevocably submits consents to the exclusive jurisdiction of all courts of the state State of New York and federal courts sitting in The City the United States District Court for the Southern District of New York, Borough xx xxxx xx xx xxx xxxxxxxxxxxx of Manhattanall courts from which an appeal may be taken from such courts, for the adjudication purpose of any dispute hereunder or in connection herewith or any of the other Transaction Documents or with any transaction contemplated hereby or thereby or discussed herein or therein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceedingother proceeding arising out of or with respect to this Agreement, any claim that it is not personally subject other Loan Document, any other agreements, instruments, certificates or other documents executed in connection herewith or therewith, or any of the transactions contemplated hereby or thereby, or any of the Borrower's or any Subsidiary's obligations hereunder or thereunder. The Borrower hereby waives the right to interpose any counterclaims (other than compulsory counterclaims) in any action brought by the jurisdiction Lender hereunder or in respect of any such courtother Loan Document, provided that such suit, action or proceeding is brought in an inconvenient forum or that this waiver shall not preclude the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in Borrower from pursuing any such suitclaims by means of separate proceedings. THE BORROWER HEREBY EXPRESSLY WAIVES ANY AND ALL OBJECTIONS WHICH IT MAY HAVE AS TO VENUE IN ANY OF SUCH COURTS, action or proceeding by mailing AND ALSO WAIVES TRIAL BY JURY IN ANY SUCH SUIT, ACTION OR PROCEEDING. The Lender may file a copy thereof to such party at the address for such notices to it under of this Agreement and agrees that such service shall constitute good and sufficient service as evidence of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any the foregoing waiver of right to serve process in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR UNDER ANY OF THE OTHER TRANSACTION DOCUMENTS OR IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT OR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBYjury trial.

Consent to Jurisdiction; Waiver of Jury Trial. Each party hereby of the Parties irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting Delaware Court of Chancery or any Federal court located in The City the State of New York, Borough of ManhattanDelaware, for the adjudication purposes of any dispute hereunder or in connection herewith Action arising out of this Agreement or any of the other Transaction Documents Agreement or with any transaction contemplated hereby or thereby. Each of the Parties further irrevocably agrees that service of any process, summons, notice or document by Exh. 2.1-57 U.S. certified mail to such Party’s respective address set forth in Section 10.01 shall be effective service of process for any Action 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 irrevocably and unconditionally waives any objection to the laying of venue of any Action arising out of this Agreement or any other Transaction Agreement or the transactions contemplated hereby or thereby in (a) the Delaware Court of Chancery or discussed herein or therein(b) any Federal court located in the State of Delaware, and hereby further irrevocably waives, and unconditionally waives and agrees not to assert plead or claim in any suit, action or proceeding, any claim such court that it is not personally subject to the jurisdiction of any such court, that Action brought in any such suit, action or proceeding is court has been brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by lawforum. EACH PARTY OF THE PARTIES HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A TRIAL BY JURY TRIAL FOR THE ADJUDICATION OF IN ANY DISPUTE HEREUNDER OR UNDER ANY OF THE OTHER TRANSACTION DOCUMENTS OR IN CONNECTION WITH OR LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT AGREEMENT OR ANY TRANSACTION THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

Consent to Jurisdiction; Waiver of Jury Trial. Each party hereby irrevocably submits The Company and the Noteholder each (i) agree that any legal suit, action or proceeding arising out of or relating to the exclusive jurisdiction of this Agreement shall be instituted exclusively in the state and or federal courts sitting (as applicable) located in The City the State of New York, Borough of Manhattan, for (ii) waives any objection which the adjudication Company may have now or hereafter based upon forum non conveniens or to the venue of any dispute hereunder or in connection herewith or any of the other Transaction Documents or with any transaction contemplated hereby or thereby or discussed herein or therein, and hereby irrevocably waives, and agrees not to assert in any such suit, action or proceeding, any claim that it is not personally subject and (iii) irrevocably consents to the jurisdiction of the courts of the State of New York in any such court, that such suit, action or proceeding is brought in an inconvenient forum or that proceeding. The Company and the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal Noteholder each further agree to accept and acknowledge service of any and all process and consents to process being which may be served in any such suit, action or proceeding by mailing a copy thereof to such party at in the address for such notices to it under this Agreement courts located in the State of New York and agrees agree that such service shall constitute good and sufficient service of process upon the Company and notice thereof. Nothing contained herein the Noteholder, shall be given by (A) certified or express mail, return receipt requested (and in such case shall be deemed to limit effective three days after deposit in the United States mail) or (B) by overnight courier service (and in which case shall be deemed effective upon delivery), will be deemed in every respect effective service of process upon the Company or the Noteholder, as the case may be, in any way any right to serve process in any manner permitted by lawsuit, action or proceeding. EACH PARTY FURTHER, THE COMPANY AND THE NOTEHOLDER HEREBY IRREVOCABLY WAIVES WAIVE TRIAL BY JURY IN ANY RIGHT IT MAY HAVE, ACTION TO ENFORCE THIS AGREEMENT AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR UNDER ANY OF THE OTHER TRANSACTION DOCUMENTS OR IN CONNECTION WITH ANY DEFENSE, COUNTERCLAIM OR ARISING OUT OF THIS AGREEMENT OR CROSSCLAIM ASSERTED IN ANY OTHER TRANSACTION DOCUMENT OR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBYSUCH ACTION.

Consent to Jurisdiction; Waiver of Jury Trial. Each party hereby irrevocably submits Subscriber and the Company agree to submit any matter or dispute resulting from or arising out of the execution, performance, interpretation, breach or termination of this Agreement to the non-exclusive jurisdiction of federal or state courts within the state State of New York. Each of Subscriber and federal the Company agrees that service of any process, summons, notice or document in the manner set forth in Section 7.2 hereof or in such other manner as may be permitted by applicable law, shall be effective service of process for any proceeding in the State of New York with respect to any matters to which it has submitted to jurisdiction in this Section 7.8. Each of Subscriber and the Company irrevocably and unconditionally agrees that it is subject to, and hereby submits to, the personal jurisdiction of the courts sitting located in The City the State of New York for any action, suit or proceeding arising out of this Subscription Agreement or the transactions contemplated hereunder and waives any objection to the laying of venue in the United States District Court for the Southern District of New York, Borough or the New York state courts if the federal jurisdictional standards are not satisfied (in each case sitting in the borough of Manhattan, for the adjudication of any dispute hereunder or in connection herewith or any of the other Transaction Documents or with any transaction contemplated hereby or thereby or discussed herein or therein), and hereby further irrevocably waives, and unconditionally waives and agrees not to assert plead or claim in any suit, action or proceeding, any claim such court that it is not personally subject to the jurisdiction of any such courtaction, that such suit, action suit or proceeding is brought in any such court has been brought in an inconvenient forum or that the venue of such suitforum. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. EACH PARTY OF SUBSCRIBER AND THE COMPANY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT ITS RIGHTS TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR UNDER ANY OF THE OTHER TRANSACTION DOCUMENTS OR IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT OR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBYBY JURY.

Consent to Jurisdiction; Waiver of Jury Trial. (i) Each of the parties irrevocably agrees that any Legal Action arising out of or relating to this Agreement brought by any other party or its successors or assigns shall be brought and determined exclusively in any state or federal court within the State of Washington. Each of the parties hereby irrevocably submits to the exclusive jurisdiction of the state such Washington courts for itself and federal courts sitting in The City with respect to its property, generally and unconditionally, with regard to any such Legal Action arising out of New York, Borough of Manhattan, for the adjudication of any dispute hereunder or in connection herewith or any relating to this Agreement. Each of the parties agrees not to commence any Legal Action relating thereto except in the courts described above in Washington, other Transaction Documents than actions in any court of competent jurisdiction to enforce any judgment, decree or with award rendered by any transaction contemplated hereby or thereby or discussed such court in Washington as described in this Agreement. Each of the parties further agrees that notice as provided herein or thereinshall constitute sufficient service of process, and the parties further waive any argument that such service is insufficient. Each of the parties hereby irrevocably and unconditionally waives, and agrees not to assert assert, by way of motion or as a defense, counterclaim or otherwise, in any suitLegal Action arising out of or relating to this Agreement, action or proceeding, (i) any claim that it is not personally subject to the jurisdiction of the courts in the State of Washington, as described in this Agreement, for any reason, (ii) that it or its property is exempt or immune from jurisdiction of any such courtcourt or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (iii) that (A) the Legal Action in any such suit, action or proceeding court is brought in an inconvenient forum or that forum, (B) the venue of such suitLegal Action is improper or (C) this Agreement, action or proceeding is improper. Each party hereby irrevocably waives personal service the subject matter of process and consents to process being served this Agreement, may not be enforced in any or by such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. courts. (ii) 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, AND AGREES NOT HAVE TO REQUEST, A TRIAL BY JURY TRIAL FOR THE ADJUDICATION IN RESPECT OF ANY DISPUTE HEREUNDER LITIGATION DIRECTLY OR UNDER ANY OF THE OTHER TRANSACTION DOCUMENTS OR IN CONNECTION WITH OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER TRANSACTION DOCUMENT PARTY HAS REPRESENTED, EXPRESSLY OR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBYOTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (II) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THE FOREGOING WAIVER, (III) IT MAKES THE FOREGOING WAIVER VOLUNTARILY, AND (IV) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 15(h)(II).

Consent to Jurisdiction; Waiver of Jury Trial. Each party hereby Party irrevocably submits to the exclusive jurisdiction of the state and federal Court of Chancery of the State of Delaware (unless the Federal courts sitting have exclusive jurisdiction over the matter, in The City of New York, Borough of Manhattan, which case the United States District Court for the adjudication District of Delaware, or the Court of Chancery of the State of Delaware does not have jurisdiction, in which case the Superior Court of the State of Delaware) for the purposes of any dispute hereunder legal proceeding arising out of this Agreement, and agrees to commence any such legal proceeding only in such courts. Each Party further agrees that service of any process, summons, notice or document by United States registered mail to such Party’s respective address set forth in connection herewith or the Tax Receivable Agreement shall be effective service of process for any such legal proceeding. Each Party irrevocably and unconditionally waives any objection to the laying of the other Transaction Documents or with venue of any transaction contemplated hereby or thereby or discussed herein or thereinlegal proceeding out of this Agreement in such courts, and hereby irrevocably waives, and unconditionally waives and agrees not to assert plead or claim in any suit, action or proceeding, any claim such court that it is not personally subject to the jurisdiction of any such court, that legal proceeding brought in any such suit, action or proceeding is court has been brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by lawforum. EACH PARTY HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY RIGHT IT MAY HAVELEGAL PROCEEDING OR COUNTERCLAIM (WHETHER AT LAW, AND AGREES NOT TO REQUESTIN EQUITY, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER BASED ON CONTRACT, TORT OR UNDER ANY OF THE OTHER TRANSACTION DOCUMENTS OR IN CONNECTION WITH OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT OR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBYTHE ACTIONS OF SUCH PARTY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT HEREOF.

Consent to Jurisdiction; Waiver of Jury Trial. Each party The Borrower hereby irrevocably submits consents to the exclusive jurisdiction of all courts of the state State of New York and federal courts sitting in The City the United States District Court for the Southern District of New York, Borough as well as to the jurisdiction of Manhattanall courts from which an appeal may be taken from such courts, for the adjudication purpose of any dispute hereunder or in connection herewith or any of the other Transaction Documents or with any transaction contemplated hereby or thereby or discussed herein or therein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceedingother proceeding arising out of or with respect to this Agreement, any claim that it is not personally subject other Loan Document, any other agreements, instruments, certificates or other documents executed in connection herewith or therewith, or any of the transactions contemplated hereby or thereby, or any of the Borrower's or any Subsidiary's obligations hereunder or thereunder. The Borrower hereby waives the right to interpose any counterclaims (other than compulsory counterclaims) in any action brought by the jurisdiction Lender hereunder or in respect of any such courtother Loan Document, provided that such suit, action or proceeding is brought in an inconvenient forum or that this waiver shall not preclude the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in Borrower from pursuing any such suitclaims by means of separate proceedings. THE BORROWER HEREBY EXPRESSLY WAIVES ANY AND ALL OBJECTIONS WHICH IT MAY HAVE AS TO VENUE IN ANY OF SUCH COURTS, action or proceeding by mailing AND ALSO WAIVES TRIAL BY JURY IN ANY SUCH SUIT, ACTION OR PROCEEDING. The Lender may file a copy thereof to such party at the address for such notices to it under of this Agreement and agrees that such service shall constitute good and sufficient service as evidence of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any the foregoing waiver of right to serve process in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR UNDER ANY OF THE OTHER TRANSACTION DOCUMENTS OR IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT OR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBYjury trial.