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

Consent to Jurisdiction; Waiver of Jury Trial. (a) Each of the parties hereto submits to the exclusive jurisdiction of any state or federal court sitting in the Borough of Manhattan, of the City of New York in any action or proceeding arising out of or relating to this Agreement and agrees that all claims in respect of the action or proceeding may be heard and determined in any such court. Each of the parties hereto waives any defense of inconvenient forum to the maintenance of any action or proceeding so brought and waives any bond, surety, or other security that might be required of any other party with respect thereto. Nothing in this Agreement shall affect any right that any party may otherwise have to bring any action or proceeding in the courts of any jurisdiction. Any party hereto may make service on any other party by sending or delivering a copy of the process (i) to the party to be served at the address and in the manner provided for the giving of notices in Section 8.2 above. Nothing in this Section 8.9 however, shall affect the right of any party hereto to serve legal process in any other manner permitted by law or at equity. Each party hereto agrees that a final judgment in any action or proceeding so brought shall be conclusive and may be enforced by suit on the judgment or in any other manner provided by law or at equity. (b) EACH OF THE PARTIES TO THIS AGREEMENT HEREBY AGREES TO WAIVE ITS RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THE DOCUMENTS OR ANY DEALINGS WITH ANY OTHER PARTY RELATING TO THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR THE OTHER DOCUMENTS. THIS WAIVER IS IRREVOCABLE AND MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING (OTHER THAN BY A MUTUAL WRITTEN WAIVER SPECIFICALLY REFERRING TO THIS SECTION 8.9(b) AND EXECUTED BY EACH OF THE PARTIES HERETO). THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THE

Consent to Jurisdiction; Waiver of Jury Trial. (a) Each In any judicial proceeding involving any dispute, controversy or claim arising out of or relating to this Agreement, each of the parties hereto submits Shareholders and the Partnership 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 Shareholders and the Partnership agree that in addition to any method for the service of process permitted or required by such courts, to the exclusive jurisdiction fullest extent permitted by law, service of process may be made by delivery provided pursuant to Section 11(b). The parties hereby irrevocably waive, to the fullest extent permitted by law, any objection that they may now or hereafter have to the laying of venue of any state or federal court sitting in the Borough of Manhattan, of the City of New York in any action or proceeding dispute arising out of or relating to this Agreement and agrees that all claims in respect or any of the action transactions contemplated hereby brought in such court or proceeding may be heard and determined in any defense of inconvenient forum for the maintenance of such courtdispute. Each of the parties hereto waives any defense of inconvenient forum to the maintenance of any action or proceeding so brought and waives any bond, surety, or other security that might be required of any other party with respect thereto. Nothing in this Agreement shall affect any right that any party may otherwise have to bring any action or proceeding in the courts of any jurisdiction. Any party hereto may make service on any other party by sending or delivering a copy of the process (i) to the party to be served at the address and in the manner provided for the giving of notices in Section 8.2 above. Nothing in this Section 8.9 however, shall affect the right of any party hereto to serve legal process in any other manner permitted by law or at equity. Each party hereto agrees that a final judgment in any action or proceeding so brought shall be conclusive and such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law or at equity. 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 Proceeding of the nature specified in the paragraph above by the mailing of a copy thereof in the manner specified by the provisions of subsection (b) of this Section 11. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO THIS AGREEMENT HEREBY AGREES TO WAIVE ITS RIGHTS TO A TRIAL BY JURY TRIAL OF IN ANY CLAIM PROCEEDING OR CAUSE OF ACTION BASED UPON OR COUNTERCLAIM ARISING OUT OF THE DOCUMENTS OR ANY DEALINGS WITH ANY OTHER PARTY RELATING TO THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR THE OTHER DOCUMENTS. THIS WAIVER IS IRREVOCABLE AND MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING (OTHER THAN BY A MUTUAL WRITTEN WAIVER SPECIFICALLY REFERRING TO THIS SECTION 8.9(b) AND EXECUTED BY EACH OF THE PARTIES HERETO). THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THEAGREEMENT.

Consent to Jurisdiction; Waiver of Jury Trial. (a) Each of the parties hereto submits The Parties hereby agree and consent to be subject to the exclusive jurisdiction of the Court of 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 courts, and hereby waive the right to assert the lack of personal or federal court sitting subject matter jurisdiction or improper venue in the Borough of Manhattanconnection with any such suit, action or other proceeding. In furtherance of the City foregoing, each of New York in the Parties (a) waives the defense of inconvenient forum, (b) agrees not to commence any suit, action or other proceeding arising out of or relating to this Agreement and agrees that all claims in respect of the action or proceeding may be heard and determined any transactions contemplated hereby other than in any such court. Each of the parties hereto waives any defense of inconvenient forum to the maintenance of any action or proceeding so brought , and waives any bond, surety, or other security that might be required of any other party with respect thereto. Nothing in this Agreement shall affect any right that any party may otherwise have to bring any action or proceeding in the courts of any jurisdiction. Any party hereto may make service on any other party by sending or delivering a copy of the process (ic) to the party to be served at the address and in the manner provided for the giving of notices in Section 8.2 above. Nothing in this Section 8.9 however, shall affect the right of any party hereto to serve legal process in any other manner permitted by law or at equity. Each party hereto agrees that a final judgment in any such suit, action or other proceeding so brought shall be conclusive and may be enforced in other jurisdictions by suit on the or judgment or in any other manner provided by law. Nothing herein contained shall be deemed to affect the right of any Party to serve process in any manner permitted by law or at equity. (b) 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 8.8. EACH OF THE PARTIES HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO THIS AGREEMENT HEREBY AGREES TO WAIVE ITS RIGHTS TO A TRIAL BY JURY TRIAL OF IN ANY CLAIM OR CAUSE OF ACTION BASED UPON OR UPON, ARISING OUT OF THE DOCUMENTS OR ANY DEALINGS WITH ANY OTHER PARTY RELATING RELATED TO THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR THE OTHER DOCUMENTSTRANSACTIONS CONTEMPLATED HEREBY. THIS WAIVER IS IRREVOCABLE AND MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING (OTHER THAN BY A MUTUAL WRITTEN WAIVER SPECIFICALLY REFERRING TO THIS SECTION 8.9(b) AND EXECUTED BY EACH OF THE PARTIES HERETO). THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTSWithout limiting the foregoing, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THEeach Party hereby agrees that service of process upon such Party in any action or proceeding contemplated by this Section 8.8 shall be effective if notice is given in accordance with Section 8.2.

Consent to Jurisdiction; Waiver of Jury Trial. (a) Each of the parties hereto Parties irrevocably submits to the exclusive jurisdiction of any (i) state or federal court sitting in the Borough of Manhattan, courts of the City State of New York located in New York County and (ii) the United States District Court for the Southern District of the State of New York for the purposes of any action suit, Action or other proceeding arising out of or relating to this Agreement or any transaction contemplated hereby (and agrees not to commence any Action, suit or proceeding relating hereto except in such courts). Each of the Parties further agrees that service of any process, summons, notice or document hand delivered or sent by U.S. registered mail to such Party’s respective address set forth in Section 9.3 shall be effective service of process for any Action, suit or proceeding in New York with respect to any matters to which it has submitted to jurisdiction as set forth in the immediately preceding sentence. Each of the Parties irrevocably and unconditionally waives any objection to the laying of venue of any Action, suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby in (i) state courts of the State of New York located in New York County or (ii) the United States District Court for the Southern District of the State of New York, and hereby further irrevocably and unconditionally waives and agrees that all claims in respect of the action not to plead or proceeding may be heard and determined claim in any such court. Each of the parties hereto waives court that any defense of inconvenient forum to the maintenance of any action such Action, suit or proceeding so brought and waives any bond, surety, or other security that might be required of any other party with respect thereto. Nothing in this Agreement shall affect any right that any party may otherwise have to bring any action or proceeding in the courts of any jurisdiction. Any party hereto may make service on any other party by sending or delivering a copy of the process (i) to the party to be served at the address and in the manner provided for the giving of notices in Section 8.2 above. Nothing in this Section 8.9 however, shall affect the right of any party hereto to serve legal process in any other manner permitted by law or at equitysuch court has been brought in an inconvenient forum. Each party hereto Notwithstanding the foregoing, each Party agrees that a final judgment in any action Action or proceeding so brought shall be conclusive and may be enforced by suit on the judgment in any jurisdiction or in any other manner provided by in law or at in equity. (b) EACH OF THE PARTIES IRREVOCABLY WAIVES ALL RIGHT TO THIS AGREEMENT HEREBY AGREES TO WAIVE ITS RIGHTS TO A TRIAL BY JURY TRIAL OF IN ANY CLAIM ACTION, PROCEEDING OR CAUSE OF ACTION COUNTERCLAIM (WHETHER BASED UPON ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF THE DOCUMENTS OR ANY DEALINGS WITH ANY OTHER PARTY RELATING TO THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR THE OTHER DOCUMENTS. THIS WAIVER IS IRREVOCABLE AND MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING (OTHER THAN BY A MUTUAL WRITTEN WAIVER SPECIFICALLY REFERRING TO THIS SECTION 8.9(b) AND EXECUTED BY EACH ACTIONS OF THE PARTIES HERETO). THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTSIN THE NEGOTIATION, RENEWALSADMINISTRATION, SUPPLEMENTS PERFORMANCE OR MODIFICATIONS TO THEENFORCEMENT HEREOF. (c) If any Party shall bring an Action or proceeding to enforce the provisions of this Agreement, the prevailing Party shall be entitled to recover its reasonable attorneys’ fees and expenses incurred in such Action or proceeding from the non-prevailing Party.

Consent to Jurisdiction; Waiver of Jury Trial. (a) Each of the parties hereto submits Parties irrevocably consents to the exclusive jurisdiction and venue of any state or federal court sitting the courts of the Court of Chancery located in the Borough State of ManhattanDelaware or to the extent that such Court does not have subject matter jurisdiction, the Superior Court of the City State of New York Delaware or, if it has or can acquire jurisdiction, in the United States District Court for the District of Delaware, in each case, in connection with any action matter based upon or proceeding arising out of or relating to this Agreement Agreement, the other Transaction Agreements and the consummation of the Transactions, agrees that all claims process may be served upon them in respect any manner authorized by the laws of the State of Delaware for such Person and waives and covenants not to assert or plead any objection which they might otherwise have to such manner of service of process. Each Party and any Person asserting rights as a third-party beneficiary may do so only if he, she or it hereby waives, and shall not assert as a defense in any legal dispute, that: (i) such Person is not personally subject to the jurisdiction of the above named courts for any reason; (ii) such Legal Proceeding may not be brought or is not maintainable in such court; (iii) such Person’s property is exempt or immune from execution; (iv) such Legal Proceeding is brought in an inconvenient forum; or (v) the venue of such Legal Proceeding is improper. Each Party and any Person asserting rights as a third-party beneficiary hereby agrees not to commence or prosecute any such action, claim, cause of action or proceeding may be heard and determined suit other than before one of 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 action, claim, cause of action or suit to any court other than one of the above-named courts, whether on the grounds of inconvenient forum or otherwise. Each Party hereby consents to service of process in any such court. Each proceeding in any manner permitted by Delaware law, and further consents to service of the parties hereto waives any defense of inconvenient forum to the maintenance of any action or proceeding so brought and waives any bond, suretyprocess by nationally recognized overnight courier service guaranteeing overnight delivery, or other security that might be required of any other party with respect theretoby registered or certified mail, return receipt requested, at its address specified pursuant to Section 11.01. Nothing in this Agreement shall affect any right that any party may otherwise have to bring any action or proceeding in Notwithstanding the courts of any jurisdiction. Any party hereto may make service on any other party by sending or delivering a copy of the process (i) to the party to be served at the address and in the manner provided for the giving of notices in Section 8.2 above. Nothing foregoing in this Section 8.9 however11.08, shall affect the right any Party may commence any action, claim, cause of any party hereto to serve legal process in any other manner permitted by law or at equity. Each party hereto agrees that a final judgment in any action or proceeding so brought shall be conclusive and may be enforced suit in a court other than the above-named courts solely for the purpose of enforcing an order or judgment issued by suit on one of the judgment or in any other manner provided by law or at equityabove-named courts. (b) TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW WHICH CANNOT BE WAIVED, EACH OF THE PARTIES AND ANY PERSON ASSERTING RIGHTS AS A THIRD-PARTY BENEFICIARY MAY DO SO ONLY IF HE, SHE OR IT IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT TO TRIAL BY JURY ON ANY CLAIMS OR COUNTERCLAIMS ASSERTED IN ANY LEGAL DISPUTE RELATING TO THIS AGREEMENT HEREBY AGREES AGREEMENT, EACH OTHER TRANSACTION AGREEMENTS AND THE CONSUMMATION OF THE TRANSACTIONS, AND FOR ANY COUNTERCLAIM RELATING THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING. IF THE SUBJECT MATTER OF ANY SUCH LEGAL DISPUTE IS ONE IN WHICH THE WAIVER OF JURY TRIAL IS PROHIBITED, NO PARTY NOR ANY PERSON ASSERTING RIGHTS AS A THIRD-PARTY BENEFICIARY SHALL ASSERT IN SUCH LEGAL DISPUTE A NONCOMPULSORY COUNTERCLAIM ARISING OUT OF OR RELATING TO WAIVE ITS THIS AGREEMENT, THE OTHER TRANSACTION AGREEMENTS AND THE CONSUMMATION OF THE TRANSACTIONS. FURTHERMORE, NO PARTY NOR ANY PERSON ASSERTING RIGHTS AS A THIRD-PARTY BENEFICIARY SHALL SEEK TO CONSOLIDATE ANY SUCH LEGAL DISPUTE WITH A SEPARATE ACTION OR OTHER LEGAL PROCEEDING IN WHICH A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THE DOCUMENTS OR ANY DEALINGS WITH ANY OTHER PARTY RELATING TO THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR THE OTHER DOCUMENTS. THIS WAIVER IS IRREVOCABLE AND MAY NOT CANNOT BE MODIFIED EITHER ORALLY OR IN WRITING (OTHER THAN BY A MUTUAL WRITTEN WAIVER SPECIFICALLY REFERRING TO THIS SECTION 8.9(b) AND EXECUTED BY EACH OF THE PARTIES HERETO). THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THEWAIVED.

Consent to Jurisdiction; Waiver of Jury Trial. Each party to this Agreement, by its execution hereof, (ai) Each of the parties hereto hereby irrevocably submits to the exclusive jurisdiction of any state or federal court sitting in the Borough State of ManhattanDelaware, United States of America, or any Federal court located in the City State of New York in Delaware, United States of America, for the purpose of any action, claim, cause of action or suit (in contract, tort or otherwise), inquiry proceeding or investigation arising out of or based upon this Agreement or relating to the subject matter hereof, (ii) hereby waives to the extent not prohibited by applicable law, and agrees not to assert, by way of motion, as a defense or otherwise, in any such action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that any such proceeding brought in one of the above-named courts is improper, or that this Agreement, or the subject matter of this Agreements may not be enforced in or by such court and (iii) hereby agrees not to commence any action, claim, cause of action or suit (in contract, tort or otherwise), inquiry, proceeding or investigation arising out of or based upon this Agreement or relating to the subject matter hereof other than before one of 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 action, claim, cause of action or suit (in contract, tort or otherwise), inquiry, proceeding or investigation to any court other than one of the above-named courts, whether on the grounds of inconvenient forum or otherwise. Each party hereby consents to service of process in any such proceeding in any manner permitted by Delaware law and agrees that all claims in respect service of the action process by registered or proceeding may be heard and determined in any such courtcertified mail, return receipt requested, at its address specified pursuant to Section 10 is reasonably calculated to give actual notice. Each of the parties hereto hereby irrevocably waives any defense and all right to trial by jury in respect to any litigation directly or indirectly arising out of inconvenient forum or related to the maintenance of any action or proceeding so brought and waives any bond, surety, or other security that might be required of any other party with respect thereto. Nothing in this Agreement shall affect any right that any party may otherwise have to bring any action or proceeding in the courts of any jurisdiction. Any party hereto may make service on any other party by sending or delivering a copy of the process (i) to the party to be served at the address and in the manner provided for the giving of notices in Section 8.2 above. Nothing in this Section 8.9 however, shall affect the right of any party hereto to serve legal process in any other manner permitted by law or at equity. Each party hereto agrees that a final judgment in any action or proceeding so brought shall be conclusive and may be enforced by suit on the judgment or in any other manner provided by law or at equitytransactions contemplated hereby. (b) EACH OF THE PARTIES TO THIS AGREEMENT HEREBY AGREES TO WAIVE ITS RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THE DOCUMENTS OR ANY DEALINGS WITH ANY OTHER PARTY RELATING TO THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR THE OTHER DOCUMENTS. THIS WAIVER IS IRREVOCABLE AND MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING (OTHER THAN BY A MUTUAL WRITTEN WAIVER SPECIFICALLY REFERRING TO THIS SECTION 8.9(b) AND EXECUTED BY EACH OF THE PARTIES HERETO). THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THE

Consent to Jurisdiction; Waiver of Jury Trial. (a) Each Except as provided in Section 2.4 with respect to such disputes, each of the parties Parties hereto submits irrevocably and unconditionally agrees that any Action with respect to this Agreement and the exclusive jurisdiction rights and obligations arising hereunder, or for the recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by any other Party or Parties or their respective successors or assigns, shall be brought and determined exclusively in a state or federal court sitting in within the Borough Commonwealth of Manhattan, of the City of New York in any action or proceeding arising out of or relating to this Agreement and agrees that all claims in respect of the action or proceeding may be heard and determined in any such court. Each of the parties hereto waives any defense of inconvenient forum to the maintenance of any action or proceeding so brought and waives any bond, surety, or other security that might be required of any other party with respect thereto. Nothing in this Agreement shall affect any right that any party may otherwise have to bring any action or proceeding in the courts of any jurisdiction. Any party hereto may make service on any other party by sending or delivering a copy of the process (i) to the party to be served at the address and in the manner provided for the giving of notices in Section 8.2 above. Nothing in this Section 8.9 however, shall affect the right of any party hereto to serve legal process in any other manner permitted by law or at equity. Each party hereto agrees that a final judgment in any action or proceeding so brought shall be conclusive and may be enforced by suit on the judgment or in any other manner provided by law or at equityPennsylvania. (b) Each of the Parties hereby irrevocably submits with regard to any such Action described in clause (a) of this Section 6.8 for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any Action relating to this Agreement in any court other than a state or federal court within the Commonwealth of Pennsylvania. Each of the Parties hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any Action with respect to this Agreement, (i) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve in accordance with this Section 6.8, (ii) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (iii) to the fullest extent permitted by applicable Law, any claim that (x) the Action in such court is brought in an inconvenient forum, (y) the venue of such Action is improper or (z) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. (c) EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO THIS AGREEMENT HEREBY AGREES TO WAIVE ITS RIGHTS TO A TRIAL BY JURY TRIAL OF IN ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THE DOCUMENTS OR ANY DEALINGS WITH ANY OTHER PARTY RELATING TO THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR THE OTHER DOCUMENTS. THIS WAIVER IS IRREVOCABLE AND MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING (OTHER THAN BY A MUTUAL WRITTEN WAIVER SPECIFICALLY REFERRING TO THIS SECTION 8.9(b) AND EXECUTED BY EACH OF THE PARTIES HERETO). THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THETRANSACTIONS CONTEMPLATED HEREBY.

Consent to Jurisdiction; Waiver of Jury Trial. (a) Each of the parties hereto Parties irrevocably submits to the exclusive jurisdiction of any (i) state or federal court sitting in the Borough of Manhattan, courts of the City State of New York located in New York County and (ii) the United States District Court for the Southern District of the State of New York for the purposes of any action suit, Action or other proceeding arising out of or relating to this Agreement or any transaction contemplated hereby (and agrees not to commence any Action, suit or proceeding relating hereto except in such courts). Each of the Parties further agrees that service of any process, summons, notice or document hand delivered or sent by U.S. registered mail to such Party’s respective address set forth in Section 11.3 shall be effective service of process for any Action, suit or proceeding in New York with respect to any matters to which it has submitted to jurisdiction as set forth in the immediately preceding sentence. Each of the Parties irrevocably and unconditionally waives any objection to the laying of venue of any Action, suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby in (i) state courts of the State of New York located in New York County or (ii) the United States District Court for the Southern District of the State of New York, and hereby further irrevocably and unconditionally waives and agrees that all claims in respect of the action not to plead or proceeding may be heard and determined claim in any such court. Each of the parties hereto waives court that any defense of inconvenient forum to the maintenance of any action such Action, suit or proceeding so brought and waives any bond, surety, or other security that might be required of any other party with respect thereto. Nothing in this Agreement shall affect any right that any party may otherwise have to bring any action or proceeding in the courts of any jurisdiction. Any party hereto may make service on any other party by sending or delivering a copy of the process (i) to the party to be served at the address and in the manner provided for the giving of notices in Section 8.2 above. Nothing in this Section 8.9 however, shall affect the right of any party hereto to serve legal process in any other manner permitted by law or at equitysuch court has been brought in an inconvenient forum. Each party hereto Notwithstanding the foregoing, each Party agrees that a final judgment in any action Action or proceeding so brought shall be conclusive and may be enforced by suit on the judgment in any jurisdiction or in any other manner provided by in law or at in equity. (b) EACH OF THE PARTIES IRREVOCABLY WAIVES ALL RIGHT TO THIS AGREEMENT HEREBY AGREES TO WAIVE ITS RIGHTS TO A TRIAL BY JURY TRIAL OF IN ANY CLAIM ACTION, PROCEEDING OR CAUSE OF ACTION COUNTERCLAIM (WHETHER BASED UPON ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF THE DOCUMENTS OR ANY DEALINGS WITH ANY OTHER PARTY RELATING TO THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR THE OTHER DOCUMENTS. THIS WAIVER IS IRREVOCABLE AND MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING (OTHER THAN BY A MUTUAL WRITTEN WAIVER SPECIFICALLY REFERRING TO THIS SECTION 8.9(b) AND EXECUTED BY EACH ACTIONS OF THE PARTIES HERETO). THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTSIN THE NEGOTIATION, RENEWALSADMINISTRATION, SUPPLEMENTS PERFORMANCE OR MODIFICATIONS TO THEENFORCEMENT HEREOF.

Consent to Jurisdiction; Waiver of Jury Trial. (a) Each 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 any state or federal each such court sitting in the Borough of Manhattan, of the City of New York 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 causes of action shall be heard and determined only in any such court, and agrees not to bring any claim or proceeding cause of action arising out of or relating to this Agreement and agrees that all claims in respect of or the action or proceeding may be heard and determined transactions contemplated hereby in any such other court. Each of the parties hereto waives any defense of inconvenient forum to the maintenance of any action or proceeding so brought and waives any bond, surety, or other security that might be required of any other party with respect thereto. Nothing contained in this Agreement shall affect any right that any party may otherwise have be deemed to bring any action or proceeding in the courts of any jurisdiction. Any party hereto may make service on any other party by sending or delivering a copy of the process (i) to the party to be served at the address and in the manner provided for the giving of notices in Section 8.2 above. Nothing in this Section 8.9 however, shall affect the right of any party hereto to serve legal process in any other manner permitted by law law, or at equity. Each to commence legal proceedings or otherwise proceed against any other party hereto agrees that a final judgment in any action or proceeding so brought shall be conclusive and may be enforced by suit on the judgment or in any other manner provided by law jurisdiction, in each case, to enforce judgments obtained in any claim or at equity. (b) cause of action brought pursuant to this Section 6.6. 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 TO THIS AGREEMENT HEREBY AGREES TO WAIVE ITS RIGHTS TO A TRIAL BY JURY TRIAL OF IN ANY CLAIM OR CAUSE OF ACTION BASED UPON OR UPON, ARISING OUT OF THE DOCUMENTS OR ANY DEALINGS WITH ANY OTHER PARTY RELATING RELATED TO THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR THE OTHER DOCUMENTS. THIS WAIVER IS IRREVOCABLE AND MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING (OTHER THAN BY A MUTUAL WRITTEN WAIVER SPECIFICALLY REFERRING TO THIS SECTION 8.9(b) AND EXECUTED BY EACH OF THE PARTIES HERETO). THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THETRANSACTIONS CONTEMPLATED HEREBY.

Consent to Jurisdiction; Waiver of Jury Trial. Each party hereto hereby (ai) Each agrees than any action, directly or indirectly, arising out of, under or relating to this Agreement or the Transactions 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 parties hereto 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 any state or federal court sitting in the Borough of Manhattan, of the City of New York in any action or proceeding arising out of or relating to this Agreement and agrees that all claims in respect of the action or proceeding may be heard and determined in any such court. Each of the parties hereto waives any defense of inconvenient forum to the maintenance of any action or proceeding so brought and waives any bond, surety, or other security that might be required of any other party with respect thereto. Nothing in this Agreement shall affect any right that any party may otherwise have to bring any action or proceeding in the courts of any jurisdiction. Any party hereto may make service on any other party by sending or delivering a copy of the process identified in subsection (i) hereof, (B) irrevocably and unconditionally waives any objection to the laying of venue in 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 to be served at the address hereto, and (D) agrees that mailing of process or other papers in connection with any such action in the manner provided for the giving of notices herein or in Section 8.2 above. Nothing in this Section 8.9 however, shall affect the right of any party hereto to serve legal process in any such other manner as may be permitted by applicable law or at equityshall be valid and sufficient service thereof. Each party hereto agrees that hereby irrevocably waives, to the fullest extent permitted by applicable law, any right it may have to a final judgment trial by jury in respect of any claim or action directly or proceeding so brought shall be conclusive and may be enforced by suit on the judgment indirectly arising out of, under or in any other manner provided by law connection with this Agreement, the transactions or at equitythe services contemplated hereby. (b) EACH OF THE PARTIES TO THIS AGREEMENT HEREBY AGREES TO WAIVE ITS RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THE DOCUMENTS OR ANY DEALINGS WITH ANY OTHER PARTY RELATING TO THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR THE OTHER DOCUMENTS. THIS WAIVER IS IRREVOCABLE AND MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING (OTHER THAN BY A MUTUAL WRITTEN WAIVER SPECIFICALLY REFERRING TO THIS SECTION 8.9(b) AND EXECUTED BY EACH OF THE PARTIES HERETO). THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THE

Consent to Jurisdiction; Waiver of Jury Trial. (a) Each of the parties hereto submits to the exclusive jurisdiction of any state or federal court sitting in the Borough of Manhattanhereby irrevocably and unconditionally submits, of the City of New York in any action or proceeding arising out of or relating to this Agreement Agreement, any other Loan Document or the transactions contemplated hereby, to the exclusive jurisdiction of any New York State or federal court sitting in New York City and agrees that all claims in respect of the action or proceeding may be heard and determined in any such court. appellate court thereof (a “Specified Court”). (b) Each of the parties hereto waives any hereby irrevocably waives, to the fullest extent it may effectively do so, the defense of an inconvenient forum to the maintenance of such action or proceeding, the right to object that any Specified Court does not have any jurisdiction over such party, and any right of jurisdiction in such action or proceeding to which it may otherwise be entitled. (c) EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY RIGHTS IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED UPON, OR ARISING OUT OF, THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENT OR ACTIONS OF THE LENDER OR THE COMPANY RELATING THERETO. (d) The Company hereby irrevocably appoints CT Corporation (the “Process Agent”), with an office on the date hereof at, 100 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 or, if service cannot be effectuated on the Process Agent, Gruma Corporation (the “Alternate Process Agent”), with an office on the date hereof at 1000 Xxxxxxxxxx Xx., Xxxxxx, XX 00000, Attention: Vice President of Legal Services, as its agent to receive on behalf of the Company service of the summons and complaint and any other process which may be served in any action or proceeding so brought and waives in any bond, surety, New York state or other security that might federal court sitting in New York City. Such service may be required of any other party with respect thereto. Nothing in this Agreement shall affect any right that any party may otherwise have to bring any action or proceeding in the courts of any jurisdiction. Any party hereto may make service on any other party made by sending mailing or delivering a copy of the such process (i) to the party to be served Company, in care of the Process Agent or the Alternate Process Agent, as applicable, at the address and in the manner provided specified above for the giving Process Agent or the Alternate Process Agent, as applicable, and the Company hereby irrevocably authorizes and directs the Process Agent and the Alternate Process Agent, as applicable, to accept such service on its behalf. Such appointment shall be contained in a notarial instrument that complies with the 1940 Protocol on Uniformity of notices in Section 8.2 above. Nothing in this Section 8.9 however, shall affect Powers of Attorney to be utilized abroad as ratified by the right of any party hereto to serve legal process in any other manner permitted by law or at equity. Each party hereto agrees that a final United States and Mexico. (e) Final judgment in any such action or proceeding so brought shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law or at equitylaw. (b) EACH OF THE PARTIES TO THIS AGREEMENT HEREBY AGREES TO WAIVE ITS RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THE DOCUMENTS OR ANY DEALINGS WITH ANY OTHER PARTY RELATING TO THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR THE OTHER DOCUMENTS. THIS WAIVER IS IRREVOCABLE AND MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING (OTHER THAN BY A MUTUAL WRITTEN WAIVER SPECIFICALLY REFERRING TO THIS SECTION 8.9(b) AND EXECUTED BY EACH OF THE PARTIES HERETO). THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THE

Consent to Jurisdiction; Waiver of Jury Trial. (ai) Each of the parties Parties hereto submits irrevocably and unconditionally agrees that any Action with respect to this Agreement and the exclusive rights and obligations arising hereunder, or for the recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by any other Party or Parties or their respective successors or assigns, shall be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or if the Delaware Court of Chancery declines to accept jurisdiction of over a particular matter, any state or federal court sitting in within the Borough State of Manhattan, Delaware). (ii) Each of the City Parties hereby irrevocably submits with regard to any such Action described in clause (i) of New York this Section 13(g), for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action or proceeding arising out of or Action relating to this Agreement and agrees that all claims in respect of the action or proceeding may be heard and determined in any such courtcourt other than the Delaware Court of Chancery (or if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware). Each of the parties hereto waives Parties hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any defense of inconvenient forum Action with respect to this Agreement, (A) any claim that it is not personally subject to the maintenance jurisdiction of the above named courts for any reason other than the failure to serve in accordance with this Section 13(g), (B) any claim that it or its property is exempt or immune from jurisdiction of any action such court or proceeding so brought 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 waives any bond, surety, or other security that might be required of any other party with respect thereto. Nothing in this Agreement shall affect any right that any party may otherwise have to bring any action or proceeding in the courts of any jurisdiction. Any party hereto may make service on any other party by sending or delivering a copy of the process (iC) to the party to be served at the address and in the manner provided for the giving of notices in Section 8.2 above. Nothing in this Section 8.9 however, shall affect the right of any party hereto to serve legal process in any other manner fullest extent permitted by law applicable Law, any claim that (1) the Action in such court is brought in an inconvenient forum, (2) the venue of such Action is improper or at equity. Each party hereto agrees that a final judgment in any action (3) this Agreement, or proceeding so brought shall be conclusive and the subject matter hereof, may not be enforced in or by suit on the judgment or in any other manner provided by law or at equitysuch courts. (biii) EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO THIS AGREEMENT HEREBY AGREES TO WAIVE ITS RIGHTS TO A TRIAL BY JURY TRIAL OF IN ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THE DOCUMENTS OR ANY DEALINGS WITH ANY OTHER PARTY RELATING TO THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR THE OTHER DOCUMENTS. THIS WAIVER IS IRREVOCABLE AND MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING (OTHER THAN BY A MUTUAL WRITTEN WAIVER SPECIFICALLY REFERRING TO THIS SECTION 8.9(b) AND EXECUTED BY EACH OF THE PARTIES HERETO). THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THETRANSACTIONS CONTEMPLATED HEREBY.

Consent to Jurisdiction; Waiver of Jury Trial. (a) Each The parties hereto hereby irrevocably submit to the jurisdiction of the courts of the State of New York and the federal courts of the United States of America located in the State of New York solely in respect of the interpretation and enforcement of the provisions of this agreement and of the documents referred to in this Agreement, and in respect of the transactions contemplated herein, and hereby waive, and agree not to assert, as a defense in any action for the interpretation or enforcement hereof or of any such document, that it is not subject thereto or that such action may not be brought or is not maintainable in said courts or that the venue thereof may not be appropriate or that this Agreement or any such document may not be enforced in or by such courts, and the parties hereto submits irrevocably agree that all claims with respect to the exclusive jurisdiction of any such action or proceeding shall be heard and determined in such a New York state or federal court. The parties hereby consent to and grant any such court sitting jurisdiction over the person of such parties and over the subject matter of such dispute and agree that mailing of process or other papers in the Borough of Manhattan, of the City of New York in connection with any such action or proceeding in the manner provided in Section 9.4 hereof or in such other manner as may be permitted by law, shall be valid and sufficient service 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 right such party may have to a trial by jury in respect of any litigation directly or indirectly arising out of or relating to this Agreement and agrees that all claims in respect of agreement or the action or proceeding may be heard and determined in any such courttransactions contemplated by this Agreement. Each of the parties hereto waives any defense of inconvenient forum to the maintenance of any action party certifies and acknowledges that (i) no representative, agent or proceeding so brought and waives any bond, surety, or other security that might be required attorney of any other party with respect thereto. Nothing in this Agreement shall affect any right has represented, expressly or otherwise, that any such other party may otherwise have to bring any action or proceeding would not, in the courts event of any jurisdiction. Any litigation, seek to enforce the foregoing waiver, (ii) each such party hereto may make service on any understands and has considered the implications of this waiver, (iii) each such party makes this waiver voluntarily, and (iv) each such party has been induced to enter into this agreement by, among other party by sending or delivering a copy of things, the process (i) to the party to be served at the address mutual waivers and in the manner provided for the giving of notices in Section 8.2 above. Nothing certifications in this Section 8.9 however, shall affect the right of any party hereto to serve legal process in any other manner permitted by law or at equity. Each party hereto agrees that a final judgment in any action or proceeding so brought shall be conclusive and may be enforced by suit on the judgment or in any other manner provided by law or at equity9.6. (b) EACH OF THE PARTIES TO THIS AGREEMENT HEREBY AGREES TO WAIVE ITS RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THE DOCUMENTS OR ANY DEALINGS WITH ANY OTHER PARTY RELATING TO THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR THE OTHER DOCUMENTS. THIS WAIVER IS IRREVOCABLE AND MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING (OTHER THAN BY A MUTUAL WRITTEN WAIVER SPECIFICALLY REFERRING TO THIS SECTION 8.9(b) AND EXECUTED BY EACH OF THE PARTIES HERETO). THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THE

Consent to Jurisdiction; Waiver of Jury Trial. (a) Each of the parties hereto Party hereby submits to the exclusive jurisdiction of any state or federal court sitting in the Borough of Manhattan, courts of the City State of New York located in New York County and the United States District Court for the Southern District of New York any action or proceeding arising out of or relating to this Agreement and agrees that all claims in respect of the such action or proceeding may be heard and determined in any such court. Each of the parties hereto Party waives any defense of inconvenient forum to the maintenance of any action or proceeding so brought and waives any bond, surety, or other security that might be required of any other party with respect thereto. Nothing in this Agreement shall affect any right that any party may otherwise have to bring any action or proceeding in the courts of any jurisdictionbrought. Any party hereto Party may make service on any the other party Party by sending or delivering a copy of the process (i) to the party Party to be served at the address and in the manner provided for the giving of notices Notices in Section 8.2 above6.5. Nothing in this Section 8.9 howeverEACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, shall affect the right of any party hereto to serve legal process in any other manner permitted by law or at equity. Each party hereto agrees that a final judgment in any action or proceeding so brought shall be conclusive and may be enforced by suit on the judgment or in any other manner provided by law or at equity. (b) THEREFORE, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF THE PARTIES ANY ACTIONS, ARISING OUT OF OR RELATING TO THIS AGREEMENT HEREBY AGREES TO WAIVE ITS RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THE DOCUMENTS OR ANY DEALINGS WITH ANY OTHER PARTY RELATING TO THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY TO THIS AGREEMENT CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT SEEK TO ENFORCE THE OTHER DOCUMENTS. FOREGOING WAIVER IN THE EVENT OF AN ACTION, (B) SUCH PARTY HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) SUCH PARTY MAKES THIS WAIVER IS IRREVOCABLE VOLUNTARILY, AND MAY NOT BE MODIFIED EITHER ORALLY OR (D) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN WRITING (OTHER THAN BY A MUTUAL WRITTEN WAIVER SPECIFICALLY REFERRING TO THIS SECTION 8.9(b) AND EXECUTED BY EACH OF THE PARTIES HERETO). THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THE6.3.

Consent to Jurisdiction; Waiver of Jury Trial. (a) Each of the parties hereto submits (a) irrevocably consents to the exclusive jurisdiction of any state or federal court sitting in the Borough of Manhattan, service of the City of New York summons and complaint and any other process in any action or proceeding arising out of or relating to this Agreement Agreement, or the agreements delivered by the Shareholder in connection herewith or the transactions contemplated hereby or thereby, for and agrees that all claims on behalf of itself or any of its properties or assets, in respect of the action accordance with Section 14(e) or proceeding in such other manner as may be heard permitted by Applicable Law, and determined in any such court. Each of the parties hereto waives any defense of inconvenient forum to the maintenance of any action or proceeding so brought and waives any bond, surety, or other security that might be required of any other party with respect thereto. Nothing in this Agreement shall affect any right that any party may otherwise have to bring any action or proceeding in the courts of any jurisdiction. Any party hereto may make service on any other party by sending or delivering a copy of the process (i) to the party to be served at the address and in the manner provided for the giving of notices in Section 8.2 above. Nothing nothing in this Section 8.9 however, 14(i) shall affect the right of any party hereto to serve legal process in any other manner permitted by law Applicable Law; (b) irrevocably and unconditionally consents and submits itself and its properties and assets in any action or at equityproceeding to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware) in the event any dispute or controversy arises out of this Agreement, or the agreements delivered by the Shareholder in connection herewith or the transactions contemplated hereby or thereby, or for recognition and enforcement of any judgment in respect thereof; (c) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (d) agrees that any actions or proceedings arising in connection with this Agreement, or the agreements delivered by the Shareholder in connection herewith or the transactions contemplated hereby or thereby shall be brought, tried and determined only in the Court of Chancery of the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware); (e) waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same; and (f) agrees that it will not bring any action relating to this Agreement, or the agreements delivered by the Shareholder in connection herewith or the transactions contemplated hereby or thereby in any court other than the aforesaid courts. Each party hereto of Parent and Shareholder agrees that a final judgment in any action or proceeding so brought in such courts as provided above shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law or at equity. (b) Applicable Law. EACH OF PARTY HERETO HEREBY WAIVES TO THE PARTIES FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY DISPUTE DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT HEREBY AGREES TO WAIVE ITS RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THE DOCUMENTS OR ANY DEALINGS WITH TRANSACTION CONTEMPLATED HEREBY. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY RELATING HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF A DISPUTE, SEEK TO ENFORCE THE TRANSACTIONS CONTEMPLATED BY FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT OR BY, AMONG OTHER THINGS, THE OTHER DOCUMENTS. THIS WAIVER IS IRREVOCABLE MUTUAL WAIVERS AND MAY NOT BE MODIFIED EITHER ORALLY OR CERTIFICATIONS IN WRITING (OTHER THAN BY A MUTUAL WRITTEN WAIVER SPECIFICALLY REFERRING TO THIS SECTION 8.9(b) AND EXECUTED BY EACH OF THE PARTIES HERETO14(i). THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THE.

Consent to Jurisdiction; Waiver of Jury Trial. (a) Each of the parties hereto party irrevocably and unconditionally (i) submits to the non-exclusive jurisdiction of any state United States Federal or federal New York State court sitting in the Borough of Manhattan, and any appellate court from any such court, solely for the purpose of the City of New York in any suit, action or proceeding arising out of brought to enforce its obligations under this Agreement or relating in any way to this Agreement or the Transaction under this Agreement and agrees that all claims in respect of (ii) waives, to the action or proceeding fullest extent it may be heard and determined in any such court. Each of the parties hereto waives effectively do so, any defense of an inconvenient forum to the maintenance of any action or proceeding so brought and waives any bond, surety, or other security that might be required of any other party with respect thereto. Nothing in this Agreement shall affect any right that any party may otherwise have to bring any such action or proceeding in any such court and any right of jurisdiction on account of its place of residence or domicile. (b) To the courts extent that either party has or hereafter may acquire any immunity (sovereign or otherwise) from any legal action, suit or proceeding, from jurisdiction of any jurisdiction. Any court or from set off or any legal process (whether service or notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) with respect to itself or any of its property, such party hereto hereby irrevocably waives and agrees not to plead or claim such immunity in respect of any action brought to enforce its obligations under this Agreement or relating in any way to this Agreement or the Transaction under this Agreement. (c) The parties hereby irrevocably waive, to the fullest extent it may make effectively do so, the defense of an inconvenient forum to the maintenance of such action or proceeding and irrevocably consent to the service on of any summons and complaint and any other party process by sending the mailing of copies of such process to them at their respective address given herein. The parties hereby agree that a final judgment in any such action or delivering a copy of proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the process (i) to the party to be served at the address and judgment or in the any other manner provided for the giving of notices in Section 8.2 aboveby law. Nothing in this Section 8.9 however, 17 shall affect the right of any party hereto Lender to serve legal process in any other manner permitted by law or at equity. Each party hereto agrees that a final judgment in affect the right of Lender to bring any action or proceeding so brought shall be conclusive and may be enforced by suit on against Borrower or its property in the judgment or in any courts of other manner provided by law or at equityjurisdictions. (bd) EACH OF THE PARTIES TO THIS AGREEMENT HEREBY AGREES TO WAIVE ITS RIGHTS IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY TRIAL OF IN ANY CLAIM ACTION, PROCEEDING OR CAUSE OF ACTION BASED UPON OR COUNTERCLAIM ARISING OUT OF THE DOCUMENTS OR RELATING TO THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT OR ANY DEALINGS WITH ANY OTHER PARTY RELATING TO THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT INSTRUMENT OR THE OTHER DOCUMENTS. THIS WAIVER IS IRREVOCABLE AND MAY NOT BE MODIFIED EITHER ORALLY DOCUMENT DELIVERED HEREUNDER OR IN WRITING (OTHER THAN BY A MUTUAL WRITTEN WAIVER SPECIFICALLY REFERRING TO THIS SECTION 8.9(b) AND EXECUTED BY EACH OF THE PARTIES HERETO). THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THETHEREUNDER.

Consent to Jurisdiction; Waiver of Jury Trial. (a) Each Subject to prior compliance with the procedures set forth in Section 11.8, with respect to any Action resulting from, relating to or arising out of this Agreement, or for recognition and enforcement of any judgment in respect of this Agreement, and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, each of the parties hereto irrevocably and unconditionally submits to the exclusive jurisdiction of the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court sitting in within the Borough State of ManhattanDelaware) (the “Designated Courts”). In any such action, suit or proceeding, each of the City parties hereto irrevocably and unconditionally waives and agrees not to assert by way of New York motion, as a defense or otherwise (i) any claim that it is not subject to the jurisdiction of the Designated Courts, (ii) that its property is exempt or immune from attachment or execution, (iii) that such action, suit or proceeding is brought in an inconvenient forum, (iv) that the venue of such action, suit or proceeding is improper, (v) that such action, suit or proceeding should be transferred or removed to any court other than one of the Designated Courts, or should be stayed by reason of the pendency of some other proceeding in any action other court other than one of the Designated Courts, or proceeding arising out of or relating to (vi) that this Agreement and agrees that all claims or the subject matter hereof may not be enforced in respect of or by the action or proceeding may be heard and determined in any such courtDesignated Courts. Each of the parties hereto waives hereby agrees not to commence any defense of inconvenient forum to the maintenance of any action such action, suit or proceeding so brought and waives any bond, surety, or other security that might be required than before one of any other party with respect theretothe Designated Courts. Nothing in this Agreement shall affect any right Each of the parties hereto also hereby agrees that any final and unappealable judgment against a party may otherwise have to bring in connection with any action such action, suit or proceeding shall be conclusive and binding on such party and that such judgment may be enforced in any court of competent jurisdiction, either within or outside of the courts of any jurisdiction. Any party hereto may make service on any other party by sending U.S. A certified or delivering a exemplified copy of such award or judgment shall be conclusive evidence of the fact and amount of such award or judgment. With respect to any action, suit or proceeding for which it has submitted to jurisdiction pursuant to this Section 11.9, each party irrevocably consents to service of process (i) to the party to be served at the address and in the manner provided for the giving of notices in pursuant to Section 8.2 above11.1 of this Agreement. Nothing in this Section 8.9 however, 11.9 shall affect the right of any party hereto to serve legal process in any other manner permitted by law Law. The foregoing consent to jurisdiction shall not (a) constitute submission to jurisdiction or at equity. Each party hereto agrees that a final judgment general consent to service of process in the State of Delaware for any action purpose except with respect to any action, suit or proceeding so brought shall resulting from, relating to or arising out of this Agreement or (b) be conclusive and may be enforced by suit deemed to confer rights on any Person other than the judgment or in any other manner provided by law or at equityrespective parties to this Agreement. (b) EACH TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW THAT CANNOT BE WAIVED, THE PARTIES HEREBY WAIVE, AND COVENANT THAT THEY WILL NOT ASSERT (WHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE), ANY RIGHT TO TRIAL BY JURY IN ANY ACTION ARISING IN WHOLE OR IN PART UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE CONTEMPLATED TRANSACTIONS, WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE. THE PARTIES AGREE THAT ANY OF THEM MAY FILE A COPY OF THIS PARAGRAPH WITH ANY COURT AS WRITTEN EVIDENCE OF THE KNOWING, VOLUNTARY AND BARGAINED-FOR AGREEMENT AMONG THE PARTIES IRREVOCABLY TO WAIVE ITS RIGHT TO TRIAL BY JURY IN ANY PROCEEDING WHATSOEVER BETWEEN THEM RELATING TO THIS AGREEMENT HEREBY AGREES TO WAIVE ITS RIGHTS TO A JURY TRIAL OF OR ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THE DOCUMENTS OR ANY DEALINGS WITH ANY OTHER PARTY RELATING TO THE CONTEMPLATED TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR THE OTHER DOCUMENTS. THIS WAIVER IS IRREVOCABLE AND MAY NOT WILL INSTEAD BE MODIFIED EITHER ORALLY OR TRIED IN WRITING (OTHER THAN A COURT OF COMPETENT JURISDICTION BY A MUTUAL WRITTEN WAIVER SPECIFICALLY REFERRING TO THIS SECTION 8.9(b) AND EXECUTED BY EACH OF THE PARTIES HERETO). THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THEJUDGE SITTING WITHOUT A JURY.

Consent to Jurisdiction; Waiver of Jury Trial. (a) Each of Guarantor and, by its acceptance of the parties hereto benefits hereof, Buyer, irrevocably and unconditionally (i) submits to the exclusive jurisdiction of any state United States Federal or federal New York State court sitting in the Borough of Manhattan, and any appellate court from any such court, solely for the purpose of the City of New York in any suit, action or proceeding arising out of brought to enforce its obligations under this Guaranty or relating in any way to this Agreement Guaranty and agrees that all claims (ii) waives, pursuant to, and in respect accordance with, Section 5-1402 of the action or proceeding New York General Obligations Law, to the fullest extent it may be heard and determined in any such court. Each of the parties hereto waives effectively do so, any defense of an inconvenient forum to the maintenance of any action or proceeding so brought and waives any bond, surety, or other security that might be required of any other party with respect thereto. Nothing in this Agreement shall affect any right that any party may otherwise have to bring any such action or proceeding in any such court and any right of jurisdiction on account of its place of residence or domicile. (b) To the courts extent that either Guarantor or, by its acceptance of the benefits hereof, Buyer, has or hereafter may acquire any immunity (sovereign or otherwise) from any legal action, suit or proceeding, from jurisdiction of any jurisdiction. Any party hereto may make court or from set off or any legal process (whether service on or notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) with respect to itself or any of its property, each of Guarantor and, by its acceptance of the benefits hereof, Buyer, hereby irrevocably waives and agrees not to plead or claim such immunity in respect of any action brought to enforce its obligations under this Guaranty or relating in any way to this Guaranty. (c) Each of Guarantor and, by its acceptance of the benefits hereof, Buyer, hereby irrevocably consents to the service of any summons and complaint and any other party process by sending or delivering a copy the mailing of copies of such process to it at its address set forth in the opening paragraph of this Guaranty. Each of Guarantor and, by its acceptance of the process (i) to benefits hereof, Buyer, hereby agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the party to be served at the address and judgment or in the any other manner provided for the giving of notices in Section 8.2 aboveby law. Nothing in this Section 8.9 however, 20 shall affect the right of any party hereto Guarantor or Buyer to serve legal process in any other manner permitted by law or at equity. Each party hereto agrees that a final judgment in affect the right of either Guarantor or Buyer to bring any action or proceeding so brought shall be conclusive and may be enforced by suit on against the judgment other party or its property in any the courts of other manner provided by law or at equityjurisdictions. (bd) EACH OF GUARANTOR AND, UPON ACCEPTANCE OF THE PARTIES TO BENEFITS OF THIS AGREEMENT GUARANTY, BUYER, HEREBY AGREES TO WAIVE ITS RIGHTS IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY TRIAL OF IN ANY CLAIM ACTION, PROCEEDING OR CAUSE OF ACTION BASED UPON OR COUNTERCLAIM ARISING OUT OF THE DOCUMENTS OR RELATING TO THIS GUARANTY, ANY OTHER TRANSACTION DOCUMENT OR ANY DEALINGS INSTRUMENT OR DOCUMENT DELIVERED HEREUNDER OR THEREUNDER. BUYER MAY FILE A COUNTERPART OR A COPY OF THIS GUARANTY WITH ANY OTHER PARTY RELATING COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE GUARANTOR TO THE TRANSACTIONS CONTEMPLATED WAIVER OF ITS RIGHT TO TRIAL BY THIS AGREEMENT OR THE OTHER DOCUMENTS. THIS WAIVER IS IRREVOCABLE AND MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING (OTHER THAN BY A MUTUAL WRITTEN WAIVER SPECIFICALLY REFERRING TO THIS SECTION 8.9(b) AND EXECUTED BY EACH OF THE PARTIES HERETO). THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THEJURY.

Consent to Jurisdiction; Waiver of Jury Trial. (a) Each of the parties hereto hereby irrevocably and unconditionally submits to the exclusive jurisdiction of any state or court in the State of Illinois and any federal court sitting in the Borough State of ManhattanIllinois, of the City of New York in any action and irrevocably agrees that all actions or proceeding proceedings arising out of or relating to this Agreement and agrees that all claims or the transactions contemplated hereby or in respect aid or arbitration or for enforcement of the action or proceeding may an arbitral award shall be heard and determined litigated exclusively in any such courtcourts. Each of the parties hereto agrees not to commence any legal proceedings related hereto except in such courts. Each of the parties hereto irrevocably waives any defense of inconvenient forum objection that he or it may now or hereafter have to the maintenance laying of the venue of any action such proceeding in any such court 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 so brought and waives any bond, surety, or other security that might be required of any other party with respect thereto. Nothing in this Agreement shall affect any right that any party may otherwise have to bring any action or proceeding in the courts of any jurisdiction. Any party hereto may make service on any other party by sending or delivering a copy of the process (i) to the party to be served at the address and in the manner provided for the giving of notices in Section 8.2 above. Nothing in this Section 8.9 however, shall affect the right of any party hereto to serve legal process in any other manner permitted by law or at equity. Each party hereto agrees that a final judgment such court has been brought in any action or proceeding so brought shall be conclusive and may be enforced by suit on the judgment or in any other manner provided by law or at equityan inconvenient forum. (b) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF THE PARTIES ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT HEREBY AGREES TO WAIVE ITS RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THE DOCUMENTS OR ANY DEALINGS WITH ANY OTHER PARTY RELATING TO THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, TO IT THAT SUCH OTHER PARTY WOULD NOT, IN THE OTHER DOCUMENTS. EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (ii) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (iii) EACH PARTY MAKES THIS WAIVER IS IRREVOCABLE VOLUNTARILY AND MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING (iv) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THAN BY A THINGS, THE MUTUAL WRITTEN WAIVER SPECIFICALLY REFERRING TO THIS SECTION 8.9(b) WAIVERS AND EXECUTED BY EACH OF THE PARTIES HERETO). THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THECERTIFICATIONS SET FORTH HEREIN.

Consent to Jurisdiction; Waiver of Jury Trial. (a) Each Any Action that is based upon, arises out of, in connection with or relates to this Agreement or the Ancillary Agreements or the transactions contemplated hereby or thereby (a “Dispute “) must be brought in the Court of Chancery of the parties hereto State of Delaware (or, to the extent such court does not have subject matter jurisdiction, the Superior Court of the State of Delaware), or, if it has or can acquire jurisdiction, in the United States District Court for the District of Delaware, and each of the Parties irrevocably and unconditionally (i) consents and submits to the exclusive jurisdiction of each such court in any state such Dispute, (ii) waives any objection it may now or federal court sitting hereafter have to personal jurisdiction, venue or to convenience of forum, (iii) agrees that all claims in the Borough of Manhattan, respect of the City of New York Dispute shall be heard and determined only in any action or proceeding such court, and (iv) agrees not to bring any Dispute based upon, arising out of or relating to this Agreement and agrees that all claims in respect of or the action Ancillary Agreements or proceeding may be heard and determined the transactions contemplated hereby or thereby in any such other court. Each of the parties hereto waives any defense of inconvenient forum Nothing herein contained shall be deemed to the maintenance of any action or proceeding so brought and waives any bond, surety, or other security that might be required of any other party with respect thereto. Nothing in this Agreement shall affect any right that any party may otherwise have to bring any action or proceeding in the courts of any jurisdiction. Any party hereto may make service on any other party by sending or delivering a copy of the process (i) to the party to be served at the address and in the manner provided for the giving of notices in Section 8.2 above. Nothing in this Section 8.9 however, shall affect the right of any party hereto Party to serve legal process in any other manner Action permitted by law Law or at equity. Each party hereto agrees that a final judgment in to commence an Action or otherwise proceed against any action or proceeding so brought shall be conclusive and may be enforced by suit on the judgment or other Party in any other manner provided by law or at equityjurisdiction, in each case, to enforce judgments obtained in any Action brought pursuant to this Section 9.04. (b) EACH OF THE PARTIES PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY DISPUTE IS LIKELY TO THIS AGREEMENT INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY AGREES TO WAIVE ITS RIGHTS IRREVOCABLY, UNCONDITIONALLY AND VOLUNTARILY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY TRIAL IN RESPECT OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THE DOCUMENTS OR ANY DEALINGS WITH ANY OTHER PARTY RELATING TO THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR THE OTHER DOCUMENTS. THIS WAIVER IS IRREVOCABLE AND MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING (OTHER THAN BY A MUTUAL WRITTEN WAIVER SPECIFICALLY REFERRING TO THIS SECTION 8.9(b) AND EXECUTED BY EACH OF THE PARTIES HERETO). THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THEDISPUTE.

Consent to Jurisdiction; Waiver of Jury Trial. (a) Each of the parties hereto submits to the exclusive jurisdiction of any state or federal court sitting in the Borough of Manhattanhereby irrevocably and unconditionally submits, of the City of New York in any action or proceeding arising out of or relating to this Agreement Agreement, any other Loan Document or the transactions contemplated hereby, to the exclusive jurisdiction of any New York State or federal court sitting in New York City and agrees that all claims in respect of the action or proceeding may be heard and determined in any such court. appellate court thereof (a “Specified Court”). (b) Each of the parties hereto waives any hereby irrevocably waives, to the fullest extent it may effectively do so, the defense of an inconvenient forum to the maintenance of such action or proceeding, the right to object that any Specified Court does not have any jurisdiction over such party, and any right of jurisdiction in such action or proceeding to which it may otherwise be entitled. (c) EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY RIGHTS IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED UPON, OR ARISING OUT OF, THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENT OR ACTIONS OF THE LENDER OR THE COMPANY RELATING THERETO. (d) The Company hereby irrevocably appoints CT Corporation (the “Process Agent”), with an office on the date hereof at, 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 or, if service cannot be effectuated on the Process Agent, Gruma Corporation (the “Alternate Process Agent”), with an office on the date hereof at 0000 Xxxxxxxxxx Xx., Xxxxxx, XX 00000, Attention: Vice President of Legal Services, as its agent to receive on behalf of the Company service of the summons and complaint and any other process which may be served in any action or proceeding so brought and waives in any bond, surety, New York state or other security that might federal court sitting in New York City. Such service may be required of any other party with respect thereto. Nothing in this Agreement shall affect any right that any party may otherwise have to bring any action or proceeding in the courts of any jurisdiction. Any party hereto may make service on any other party made by sending mailing or delivering a copy of the such process (i) to the party to be served Company, in care of the Process Agent or the Alternate Process Agent, as applicable, at the address and in the manner provided specified above for the giving Process Agent or the Alternate Process Agent, as applicable, and the Company hereby irrevocably authorizes and directs the Process Agent and the Alternate Process Agent, as applicable, to accept such service on its behalf. Such appointment shall be contained in a notarial instrument that complies with the 1940 Protocol on Uniformity of notices in Section 8.2 above. Nothing in this Section 8.9 however, shall affect Powers of Attorney to be utilized abroad as ratified by the right of any party hereto to serve legal process in any other manner permitted by law or at equity. Each party hereto agrees that a final United States and Mexico. (e) Final judgment in any such action or proceeding so brought shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law or at equitylaw. (b) EACH OF THE PARTIES TO THIS AGREEMENT HEREBY AGREES TO WAIVE ITS RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THE DOCUMENTS OR ANY DEALINGS WITH ANY OTHER PARTY RELATING TO THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR THE OTHER DOCUMENTS. THIS WAIVER IS IRREVOCABLE AND MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING (OTHER THAN BY A MUTUAL WRITTEN WAIVER SPECIFICALLY REFERRING TO THIS SECTION 8.9(b) AND EXECUTED BY EACH OF THE PARTIES HERETO). THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THE

Consent to Jurisdiction; Waiver of Jury Trial. (a) Each of Party, to the parties hereto extent it may lawfully do so, hereby submits to the exclusive jurisdiction of the courts of Arizona and the United States District Court for the District of Arizona, as well as to the jurisdiction of all courts from which an appeal may be taken or other review sought from the aforesaid courts, for the purpose of any state suit, action, or federal court sitting in the Borough of Manhattan, of the City of New York in any action or other proceeding arising out of such Party's obligations under or relating with respect to this Agreement and agrees that all claims in respect or any of the action agreements, instruments, or proceeding documents contemplated by this Agreement (other than the Confidentiality Agreement), and expressly waives any and all objections it may be heard and determined have as to venue in any of such court. Each of the parties hereto waives any defense of inconvenient forum to the maintenance of any action or proceeding so brought and waives any bond, surety, or other security that might be required of any other party with respect thereto. Nothing in this Agreement shall affect any right that any party may otherwise have to bring any action or proceeding in the courts of any jurisdiction. Any party hereto may make service on any other party by sending or delivering a copy of the process (i) to the party to be served at the address and in the manner provided for the giving of notices in Section 8.2 above. Nothing in this Section 8.9 however, shall affect the right of any party hereto to serve legal process in any other manner permitted by law or at equity. Each party hereto agrees that a final judgment in any action or proceeding so brought shall be conclusive and may be enforced by suit on the judgment or in any other manner provided by law or at equitycourts. (b) EACH PARTY HEREBY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR IN ANY WAY CONCERNED WITH THIS AGREEMENT OR ANY OF THE PARTIES TO AGREEMENTS, INSTRUMENTS, OR DOCUMENTS CONTEMPLATED BY THIS AGREEMENT HEREBY AGREES TO WAIVE ITS RIGHTS TO AGREEMENT. NO PARTY NOR ANY ASSIGNEE OR SUCCESSOR OF A PARTY SHALL SEEK A JURY TRIAL OF IN ANY CLAIM LAWSUIT, PROCEEDING, COUNTERCLAIM, OR CAUSE OF ACTION ANY OTHER LITIGATION PROCEDURE BASED UPON OR ARISING OUT OF THE DOCUMENTS THIS AGREEMENT OR ANY DEALINGS OF THE AGREEMENTS, INSTRUMENTS, OR DOCUMENTS CONTEMPLATED BY THIS AGREEMENT. NO PARTY WILL SEEK TO CONSOLIDATE ANY SUCH ACTION IN WHICH A JURY TRIAL HAS BEEN WAIVED WITH ANY OTHER PARTY RELATING TO THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT ACTION IN WHICH A JURY TRIAL CANNOT BE OR THE OTHER DOCUMENTSHAS NOT BEEN WAIVED. THIS WAIVER IS IRREVOCABLE AND MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING (OTHER THAN BY A MUTUAL WRITTEN WAIVER SPECIFICALLY REFERRING TO THIS SECTION 8.9(b) AND EXECUTED BY EACH OF THE PARTIES HERETO)The provisions of this section 15.16 have been fully discussed by the Parties and shall be subject to no exceptions. THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THENeither Party has in any way agreed with or represented to any other Party that the provisions of this section will not be fully enforced in all instances.

Consent to Jurisdiction; Waiver of Jury Trial. (a) Each of the parties hereto Party irrevocably submits to the exclusive jurisdiction of (a) the United States District Court for the District of Delaware, and (b) the State of Delaware Court of Chancery, for the purposes of any state or federal court sitting in the Borough of Manhattan, of the City of New York in any action or proceeding Proceeding arising out of or relating to this Agreement or any of the Transactions. Each Party agrees to commence any such Proceeding either in the United States District Court for the District of Delaware, or if such Proceeding may not be brought in such court for jurisdictional reasons, then in the State of Delaware Court of Chancery and, as may be necessary, the appellate courts thereto. 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 brought within the State of Delaware with respect to any matters to which it has submitted to jurisdiction in this Section 5.5 of this Agreement. Each Party irrevocably and unconditionally waives any objection to the laying of venue of any Proceeding arising out of this Agreement or any of the Transactions in (i) the United States District Court for the District of Delaware, or (ii) the State of Delaware Court of Chancery, and hereby further irrevocably and unconditionally waives and agrees that all claims in respect of the action not to plead or proceeding may be heard and determined claim in any such court. Each of the parties hereto waives any defense of inconvenient forum to the maintenance of any action or proceeding so brought and waives any bond, surety, or other security that might be required of any other party with respect thereto. Nothing in this Agreement shall affect any right court that any party may otherwise have to bring any action or proceeding in the courts of any jurisdiction. Any party hereto may make service on any other party by sending or delivering a copy of the process (i) to the party to be served at the address and in the manner provided for the giving of notices in Section 8.2 above. Nothing in this Section 8.9 however, shall affect the right of any party hereto to serve legal process such Proceeding brought in any other manner permitted by law or at equitysuch court has been brought in an inconvenient forum. Each party hereto agrees that a final judgment in any action or proceeding so brought shall be conclusive and may be enforced by suit on the judgment or in any other manner provided by law or at equity. EACH PARTY HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION (bWHETHER BASED ON CONTRACT, TORT OR OTHERWISE) EACH OF THE PARTIES TO THIS AGREEMENT HEREBY AGREES TO WAIVE ITS RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THE DOCUMENTS OR ANY DEALINGS WITH ANY OTHER PARTY RELATING TO THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR THE OTHER DOCUMENTS. THIS WAIVER IS IRREVOCABLE ACTIONS OF SUCH PARTY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING (OTHER THAN BY A MUTUAL WRITTEN WAIVER SPECIFICALLY REFERRING TO THIS SECTION 8.9(b) AND EXECUTED BY EACH OF THE PARTIES HERETO). THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THEENFORCEMENT HEREOF.

Consent to Jurisdiction; Waiver of Jury Trial. (a) Each of the parties hereto Parties irrevocably submits to the exclusive jurisdiction of any (i) state or federal court sitting in the Borough of Manhattan, courts of the City State of New York located in New York County and (ii) the United States District Court for the Southern District of the State of New York for the purposes of any action Action, whether in law or proceeding in equity, whether based on contract, tort or otherwise, arising out of or relating to this Agreement or any transaction contemplated hereby, including the Debt Commitment Letters and the debt financing contemplated thereby (and agrees that all claims in respect of the action not to commence or proceeding may be heard and determined support any Person in any such courtAction relating hereto except in such courts). Each of the parties hereto Parties further agrees that service of any process, summons, notice or document hand delivered or sent by U.S. registered mail to such Party’s respective address set forth in Section 10.3 shall be effective service of process for any such Action in New York with respect to any matters to which it has submitted to jurisdiction as set forth in the immediately preceding sentence. Each of the Parties irrevocably and unconditionally waives any defense of inconvenient forum objection to the maintenance laying of venue of any action Action, of any kind or proceeding so brought and waives any bonddescription, suretywhether in law or in equity, whether based on contract, or other security that might be required tort or otherwise, arising out of any other party with respect thereto. Nothing in or relating to this Agreement shall affect any right that any party may otherwise have to bring any action or proceeding the transactions contemplated hereby, including the Debt Commitment Letters and the debt financing contemplated thereby, in the courts of any jurisdiction. Any party hereto may make service on any other party by sending or delivering a copy of the process (i) to state courts of the party to be served at State of New York located in New York County or (ii) the address and in the manner provided United States District Court for the giving Southern District of notices in Section 8.2 above. Nothing in this Section 8.9 howeverthe State of New York, shall affect the right of any party hereto and hereby further irrevocably and unconditionally waives and agrees not to serve legal process plead or claim in any other manner permitted by law or at equitysuch court that any such Action brought in any such court has been brought in an inconvenient forum. Each party hereto Notwithstanding the foregoing, each Party agrees that a final judgment in any action or proceeding Action so brought shall be conclusive and may be enforced by suit on the judgment in any jurisdiction or in any other manner provided by in law or at in equity. (b) EACH OF THE PARTIES IRREVOCABLY WAIVES ALL RIGHT TO THIS AGREEMENT HEREBY AGREES TO WAIVE ITS RIGHTS TO A TRIAL BY JURY TRIAL OF IN ANY CLAIM ACTION (WHETHER IN LAW OR CAUSE OF ACTION IN EQUITY, WHETHER BASED UPON ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF THE DOCUMENTS OR ANY DEALINGS WITH ANY OTHER PARTY RELATING TO THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT (INCLUDING THE DEBT COMMITMENT LETTERS AND THE FINANCING CONTEMPLATED THEREBY) OR THE OTHER DOCUMENTS. THIS WAIVER IS IRREVOCABLE AND MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING (OTHER THAN BY A MUTUAL WRITTEN WAIVER SPECIFICALLY REFERRING TO THIS SECTION 8.9(b) AND EXECUTED BY EACH ACTIONS OF THE PARTIES HERETO). THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTSIN THE NEGOTIATION, RENEWALSADMINISTRATION, SUPPLEMENTS PERFORMANCE OR MODIFICATIONS TO THEENFORCEMENT HEREOF.

Consent to Jurisdiction; Waiver of Jury Trial. (a) Each Except as provided in this Section 10.7, each of the parties Parties hereto submits irrevocably and unconditionally consents to the sole and exclusive jurisdiction of the Court of Chancery of the State of Delaware or, if such Court does not have jurisdiction, in the courts of the State of Delaware or, if it has or can acquire jurisdiction, in the United States District Court for the District of Delaware, and each of the Parties hereby consents to the exclusive jurisdiction of any state or federal court sitting in the Borough of Manhattan, such courts (and of the City of New York appropriate appellate courts) in any such action or proceeding and waives any objection to venue laid therein. Process in any action or proceeding arising out of or relating referred to this Agreement and agrees that all claims in respect of the action or proceeding preceding sentence may be heard and determined served on any Party anywhere in any such courtthe world, whether within or without the State of Delaware. Each of the parties Parties hereto waives any defense hereby consents to service of inconvenient forum to the maintenance of any action or proceeding so brought and waives any bond, surety, or other security that might be required of any other party with respect thereto. Nothing in this Agreement shall affect any right that any party may otherwise have to bring any action or proceeding in the courts of any jurisdiction. Any party hereto may make service on any other party process by sending or delivering a copy of the process (i) to the party to be served registered mail at the address and in the manner provided for the giving of to which notices in Section 8.2 above. Nothing in this Section 8.9 however, shall affect the right of any party hereto are to serve legal process in any other manner permitted by law or at equitybe given. Each party of the Parties hereto agrees that a final judgment in any action its or proceeding so brought shall be conclusive his submission to jurisdiction and may be enforced its or his consent to service of process by suit on mail is made for the judgment or in any express benefit of the other manner provided by law or at equity. (b) Parties hereto. EACH OF PARTY HEREBY WAIVES TO THE PARTIES TO THIS AGREEMENT HEREBY AGREES TO WAIVE ITS RIGHTS FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY TRIAL OF IN RESPECT TO ANY CLAIM ACTION DIRECTLY OR CAUSE OF ACTION BASED UPON OR INDIRECTLY ARISING OUT OF THE DOCUMENTS OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT, ANY TRANSACTION DOCUMENT OR ANY DEALINGS WITH ANY OTHER PARTY RELATING TO THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR THE OTHER TRANSACTION DOCUMENTS. THIS WAIVER IS IRREVOCABLE AND MAY NOT BE MODIFIED EITHER ORALLY EACH PARTY (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR IN WRITING (ATTORNEY OF ANY OTHER THAN BY A MUTUAL WRITTEN WAIVER SPECIFICALLY REFERRING TO THIS SECTION 8.9(b) AND EXECUTED BY EACH OF THE PARTIES HERETO). THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTSPARTY HAS REPRESENTED, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THEEXPRESSLY OR

Consent to Jurisdiction; Waiver of Jury Trial. (a) Each Except as otherwise provided in Section 9.09(c), each of the parties hereto submits (i) irrevocably and unconditionally consents to submit to the exclusive jurisdiction of any state or federal court sitting within the State of Washington in the Borough event any dispute arises out of Manhattanthis Agreement or the transactions contemplated by this Agreement, (ii) agrees that it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court and (iii) agrees that it shall not bring any action relating to this Agreement or the transactions contemplated by this Agreement in any court other than any state or federal court within the State of Washington. Any judgment from any such court described above may, however, be enforced by any party in any other court in any other jurisdiction. Each party irrevocably consents to the service of process outside the territorial jurisdiction of the City of New York courts referred to in this Section 9.09 in any such action or proceeding by mailing copies thereof by registered United States mail, postage prepaid, return receipt requested, to its address as specified in or pursuant to Section 9.03. However, the foregoing shall not limit the right of a party to effect service of process on the other party by any other legally available method. (b) TO THE FULLEST EXTENT PERMITTED BY LAW, EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO TRIAL BY JURY IN CONNECTION WITH ANY LITIGATION ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE BANK COMMITMENT LETTER (INCLUDING, FOR THE AVOIDANCE OF DOUBT, ANY ALTERNATIVE COMMITMENT LETTER), THE BANK FINANCING, THE HIGH YIELD DEBT FINANCING OR ANY OF THE OTHER TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. (c) Notwithstanding anything in this Section 9.09 to the contrary, with respect to any action of any kind or description (whether in law or in equity and whether based on contract, tort or otherwise) involving any Financing Source arising out of or relating to this Agreement and agrees Agreement, the Bank Commitment Letter (including, for the avoidance of doubt, any Alternative Commitment Letter), the Merger, the Bank Financing (including, for the avoidance of doubt, any Alternative Financing), the High Yield Debt Financing, any other transaction contemplated hereby or thereby or any service to be performed hereunder or thereunder, the parties agree that all claims in respect (i) such actions shall be subject to the exclusive jurisdiction of the action United States District Court for the Southern District of New York or proceeding may be heard any New York State court sitting in the Borough of Manhattan and determined in any such court. Each appellate court therefrom and (ii) none of the parties hereto waives shall bring or permit any defense of inconvenient forum to the maintenance of any action its respective Affiliates or proceeding so brought and waives any bond, surety, or other security that might be required of any other party with respect thereto. Nothing in this Agreement shall affect any right that any party may otherwise have Representatives to bring any such action or proceeding in the courts of any jurisdiction. Any party hereto may make service on any other party by sending or delivering a copy of the process (i) referred to the party to be served at the address and in the manner provided for the giving of notices in Section 8.2 above. Nothing in this Section 8.9 however9.09(c), shall affect the right of or voluntarily support any party hereto to serve legal process other Person in bringing any such action, in any other manner permitted by law or at equity. Each party hereto agrees that a final judgment in any action or proceeding so brought shall be conclusive and may be enforced by suit on the judgment or in any other manner provided by law or at equitycourts. (b) EACH OF THE PARTIES TO THIS AGREEMENT HEREBY AGREES TO WAIVE ITS RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THE DOCUMENTS OR ANY DEALINGS WITH ANY OTHER PARTY RELATING TO THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR THE OTHER DOCUMENTS. THIS WAIVER IS IRREVOCABLE AND MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING (OTHER THAN BY A MUTUAL WRITTEN WAIVER SPECIFICALLY REFERRING TO THIS SECTION 8.9(b) AND EXECUTED BY EACH OF THE PARTIES HERETO). THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THE

Consent to Jurisdiction; Waiver of Jury Trial. (a) Each of the The parties hereto submits hereby agree and consent to be subject to the exclusive jurisdiction of the Court of 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 courts, and hereby waive the right to assert the lack of personal or federal court sitting subject matter jurisdiction or improper venue in the Borough of Manhattanconnection with any such suit, action or other proceeding. In furtherance of the City foregoing, each of New York in the parties hereto (a) waives the defense of inconvenient forum, (b) agrees not to commence any suit, action or other proceeding arising out of or relating to this Agreement and agrees that all claims in respect of the action or proceeding may be heard and determined any transactions contemplated hereby other than in any such court. Each of the parties hereto waives , and (c) agrees that a final judgment in any defense of inconvenient forum to the maintenance of any such suit, action or other proceeding so brought shall be conclusive and waives any bond, surety, may be enforced in other jurisdictions by suit or other security that might be required of judgment or in any other party with respect theretomanner provided by law. Nothing in this Agreement herein contained shall affect any right that any party may otherwise have be deemed to bring any action or proceeding in the courts of any jurisdiction. Any party hereto may make service on any other party by sending or delivering a copy of the process (i) to the party to be served at the address and in the manner provided for the giving of notices in Section 8.2 above. Nothing in this Section 8.9 however, shall affect the right of any party hereto to serve legal process in any other manner permitted by law or at equityto 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 8.8. Each EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION BASED UPON, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. Without limiting the foregoing, each party hereto hereby agrees that a final judgment service of process upon such party in any action or proceeding so brought contemplated by this Section 8.8 shall be conclusive and may be enforced by suit on the judgment or effective if notice is given in any other manner provided by law or at equityaccordance with Section 8.2. (b) EACH OF THE PARTIES TO THIS AGREEMENT HEREBY AGREES TO WAIVE ITS RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THE DOCUMENTS OR ANY DEALINGS WITH ANY OTHER PARTY RELATING TO THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR THE OTHER DOCUMENTS. THIS WAIVER IS IRREVOCABLE AND MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING (OTHER THAN BY A MUTUAL WRITTEN WAIVER SPECIFICALLY REFERRING TO THIS SECTION 8.9(b) AND EXECUTED BY EACH OF THE PARTIES HERETO). THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THE

Consent to Jurisdiction; Waiver of Jury Trial. (a) Each of the parties Parties hereto submits (i) consents to submit itself exclusively to the exclusive personal jurisdiction of any federal court located in the State of New York or any New York state court, in either case, located in New York, New York, in the event any dispute arises out of this Agreement or any Ancillary Agreement or any of the transactions contemplated hereby or thereby, (ii) agrees that it will not attempt to deny or defeat the jurisdiction of such courts by motion or other request for leave from any such court, (iii) waives any claim that such proceedings have been brought in an inconvenient forum, and (iv) agrees that it will not bring any action, claim or other proceeding relating to this Agreement or any Ancillary Agreement in any court or other tribunal other than a federal court sitting in the Borough of Manhattan, of the City State of New York or a New York state court, in any action or proceeding arising out of or relating to this Agreement and agrees that all claims either case, located in respect of the action or proceeding may be heard and determined in any such court. Each of the parties hereto waives any defense of inconvenient forum to the maintenance of any action or proceeding so brought and waives any bondNew York, surety, or other security that might be required of any other party with respect thereto. Nothing in this Agreement shall affect any right that any party may otherwise have to bring any action or proceeding in the courts of any jurisdiction. Any party hereto may make service on any other party by sending or delivering a copy of the process (i) to the party to be served at the address and in the manner provided for the giving of notices in Section 8.2 above. Nothing in this Section 8.9 however, shall affect the right of any party hereto to serve legal process in any other manner permitted by law or at equity. Each party hereto agrees that a final judgment in any action or proceeding so brought shall be conclusive and may be enforced by suit on the judgment or in any other manner provided by law or at equityNew York. (b) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT OR ANY ANCILLARY AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF THE PARTIES ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT HEREBY AGREES TO WAIVE ITS RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THE DOCUMENTS OR ANY DEALINGS WITH ANCILLARY AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY RELATING HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE TRANSACTIONS CONTEMPLATED BY FOREGOING WAIVER, (ii) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVER, (iii) IT MAKES SUCH WAIVER VOLUNTARILY, AND (iv) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT OR BY, AMONG OTHER THINGS, THE OTHER DOCUMENTS. THIS WAIVER IS IRREVOCABLE MUTUAL WAIVERS AND MAY NOT BE MODIFIED EITHER ORALLY OR CERTIFICATIONS IN WRITING (OTHER THAN BY A MUTUAL WRITTEN WAIVER SPECIFICALLY REFERRING TO THIS SECTION 8.9(b) AND EXECUTED BY EACH OF THE PARTIES HERETO). THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THE11.6.

Consent to Jurisdiction; Waiver of Jury Trial. (a) Each of the parties hereto submits Parties irrevocably consents to the exclusive jurisdiction and venue of any state or federal court sitting the Court of Chancery in the Borough State of ManhattanDelaware or, to the extent that the such Court does not have subject matter jurisdiction, the Superior Court of the City State of New York Delaware or, if it has or can acquire jurisdiction, in the United States District Court for the District of Delaware, in each case in connection with any action matter based upon or proceeding arising out of or relating to this Agreement Agreement, the other Transaction Agreements and agrees that all claims in respect the consummation of the Transactions. Each Party and any Person asserting rights as a third-party beneficiary may do so only if he, she or it hereby waives, and shall not assert as a defense in any legal dispute, that: (a) such Person is not personally subject to the jurisdiction of the above named courts for any reason; (b) such Legal Proceeding may not be brought or is not maintainable in such court; (c) such Person’s property is exempt or immune from execution; (d) such Legal Proceeding is brought in an inconvenient forum; or (e) the venue of such Legal Proceeding is improper. Each Party and any Person asserting rights as a third-party beneficiary hereby agrees not to commence or prosecute any such action, claim, cause of action or proceeding may be heard and determined suit other than before one of 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 action, claim, cause of action or suit to any court other than one of the above-named courts, whether on the grounds of inconvenient forum or otherwise. Each Party hereby consents to service of process in any such court. Each proceeding in any manner permitted by the laws of the parties hereto waives any defense State of inconvenient forum Delaware, and further consents to the maintenance service of any action process by nationally recognized overnight courier service guaranteeing overnight delivery, or proceeding so brought by registered or certified mail, return receipt requested, at its address specified pursuant to Section 11.1 and waives and covenants not to assert or plead any bond, surety, or other security that objection which they might be required of any other party with respect thereto. Nothing in this Agreement shall affect any right that any party may otherwise have to bring any action or proceeding in such manner of service of process. Notwithstanding the courts of any jurisdiction. Any party hereto may make service on any other party by sending or delivering a copy of the process (i) to the party to be served at the address and in the manner provided for the giving of notices in Section 8.2 above. Nothing foregoing in this Section 8.9 however12.8, shall affect the right any Party may commence any action, claim, cause of any party hereto to serve legal process in any other manner permitted by law or at equity. Each party hereto agrees that a final judgment in any action or proceeding so brought shall be conclusive and may be enforced suit in a court other than the above-named courts solely for the purpose of enforcing an order or judgment issued by suit on one of the judgment or in any other manner provided by law or at equityabove-named courts. (b) TO THE EXTENT NOT PROHIBITED BY APPLICABLE LEGAL REQUIREMENT WHICH CANNOT BE WAIVED, EACH OF THE PARTIES AND ANY PERSON ASSERTING RIGHTS AS A THIRD-PARTY BENEFICIARY MAY DO SO ONLY IF HE, SHE OR IT IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT TO TRIAL BY JURY ON ANY CLAIMS OR COUNTERCLAIMS ASSERTED IN ANY LEGAL DISPUTE RELATING TO THIS AGREEMENT, EACH OTHER TRANSACTION AGREEMENT HEREBY AGREES AND THE CONSUMMATION OF THE TRANSACTIONS, AND FOR ANY COUNTERCLAIM RELATING THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING. IF THE SUBJECT MATTER OF ANY SUCH LEGAL DISPUTE IS ONE IN WHICH THE WAIVER OF JURY TRIAL IS PROHIBITED, NO PARTY NOR ANY PERSON ASSERTING RIGHTS AS A THIRD-PARTY BENEFICIARY SHALL ASSERT IN SUCH LEGAL DISPUTE A NON-COMPULSORY COUNTERCLAIM ARISING OUT OF OR RELATING TO WAIVE ITS THIS AGREEMENT, THE OTHER TRANSACTION AGREEMENTS AND THE CONSUMMATION OF THE TRANSACTIONS. FURTHERMORE, NO PARTY NOR ANY PERSON ASSERTING RIGHTS AS A THIRD-PARTY BENEFICIARY SHALL SEEK TO CONSOLIDATE ANY SUCH LEGAL DISPUTE WITH A SEPARATE ACTION OR OTHER LEGAL PROCEEDING IN WHICH A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THE DOCUMENTS OR ANY DEALINGS WITH ANY OTHER PARTY RELATING TO THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR THE OTHER DOCUMENTS. THIS WAIVER IS IRREVOCABLE AND MAY NOT CANNOT BE MODIFIED EITHER ORALLY OR IN WRITING (OTHER THAN BY A MUTUAL WRITTEN WAIVER SPECIFICALLY REFERRING TO THIS SECTION 8.9(b) AND EXECUTED BY EACH OF THE PARTIES HERETO). THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THEWAIVED.

Consent to Jurisdiction; Waiver of Jury Trial. (ai) Each of the parties irrevocably agrees that any legal action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by any other party hereto submits to the exclusive jurisdiction of or its successors or assigns, shall be brought and determined exclusively in any state or federal court sitting in the Borough of Manhattan, of within the City of New York York, New York. Each of the parties hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated by this Agreement in any court other than the aforesaid courts. Each of the parties hereby irrevocably waives, and agrees not to assert as a defense, counterclaim or otherwise, in any action or proceeding arising out of or relating with respect to this Agreement and agrees Agreement, (1) any claim that all claims in respect it is not personally subject to the jurisdiction of the action above-named courts for any reason other than the failure to serve in accordance with this Section 6(h), (2) any claim that it or proceeding may be heard and determined in its property is exempt or immune from jurisdiction of any such court. Each court or from any legal process commenced in such courts (whether through service of the parties hereto waives any defense notice, attachment prior to judgment, attachment in aid of inconvenient forum execution of judgment, execution of judgment or otherwise), and (3) to the maintenance of fullest extent permitted by applicable Law, any action or proceeding so brought and waives any bondclaim that (x) the suit, surety, or other security that might be required of any other party with respect thereto. Nothing in this Agreement shall affect any right that any party may otherwise have to bring any action or proceeding in such court is brought in an inconvenient forum, (y) the courts venue of any jurisdiction. Any party hereto may make service on any other party by sending or delivering a copy of the process (i) to the party to be served at the address and in the manner provided for the giving of notices in Section 8.2 above. Nothing in this Section 8.9 howeversuch suit, shall affect the right of any party hereto to serve legal process in any other manner permitted by law or at equity. Each party hereto agrees that a final judgment in any action or proceeding so brought shall be conclusive and is improper or (z) this Agreement, or the subject mater hereof, may not be enforced in or by suit on the judgment or in any other manner provided by law or at equitysuch courts. (bii) EACH OF THE PARTIES IRREVOCABLY WAIVES ALL RIGHT TO THIS AGREEMENT HEREBY AGREES TO WAIVE ITS RIGHTS TO A TRIAL BY JURY TRIAL OF IN ANY CLAIM ACTION, PROCEEDING OR CAUSE OF ACTION COUNTERCLAIM (WHETHER BASED UPON ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF THE DOCUMENTS OR ANY DEALINGS WITH ANY OTHER PARTY RELATING TO ANY OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT TRANSACTION DOCUMENTS, THE TRANSACTION OR THE OTHER DOCUMENTS. THIS WAIVER IS IRREVOCABLE AND MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING (OTHER THAN BY A MUTUAL WRITTEN WAIVER SPECIFICALLY REFERRING TO THIS SECTION 8.9(b) AND EXECUTED BY EACH ACTIONS OF THE PARTIES HERETO). THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTSIN THE NEGOTIATION, RENEWALSADMINISTRATION, SUPPLEMENTS PERFORMANCE OR MODIFICATIONS TO THEENFORCEMENT THEREOF.

Consent to Jurisdiction; Waiver of Jury Trial. (a) Each of the parties hereto Parties irrevocably submits to the exclusive jurisdiction of any (i) state or federal court sitting in the Borough of Manhattan, courts of the City State of New York and (ii) the United States District Court for the State of New York for the purposes of any suit, Action or other proceeding arising out of or relating to this Agreement or any transaction contemplated hereby (and agrees not to commence any Action, suit or proceeding relating hereto except in such courts). Each of the Parties further agrees that service of any action process, summons, notice or document hand delivered or sent by U.S. registered mail to such Party’s respective address set forth in Section 10.3 will be effective service of process for any Action, suit or proceeding in New York with respect to any matters to which it has submitted to jurisdiction as set forth in the immediately preceding sentence. Each of the Parties irrevocably and unconditionally waives any objection to the laying of venue of any Action, suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby in (i) state courts of the State of New York or (ii) the United States District Court for the State of New York, and hereby further irrevocably and unconditionally waives and agrees that all claims in respect of the action not to plead or proceeding may be heard and determined claim in any such court. Each of the parties hereto waives court that any defense of inconvenient forum to the maintenance of any action such Action, suit or proceeding so brought and waives any bond, surety, or other security that might be required of any other party with respect thereto. Nothing in this Agreement shall affect any right that any party may otherwise have to bring any action or proceeding in the courts of any jurisdiction. Any party hereto may make service on any other party by sending or delivering a copy of the process (i) to the party to be served at the address and in the manner provided for the giving of notices in Section 8.2 above. Nothing in this Section 8.9 however, shall affect the right of any party hereto to serve legal process in any other manner permitted by law or at equitysuch court has been brought in an inconvenient forum. Each party hereto Notwithstanding the foregoing, each Party agrees that a final judgment in any action Action or proceeding so brought shall be conclusive and may be enforced by suit on the judgment in any jurisdiction or in any other manner provided by in law or at in equity. (b) EACH OF THE PARTIES IRREVOCABLY WAIVES ALL RIGHT TO THIS AGREEMENT HEREBY AGREES TO WAIVE ITS RIGHTS TO A TRIAL BY JURY TRIAL OF IN ANY CLAIM ACTION, PROCEEDING OR CAUSE OF ACTION COUNTERCLAIM (WHETHER BASED UPON ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF THE DOCUMENTS OR ANY DEALINGS WITH ANY OTHER PARTY RELATING TO THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR THE OTHER DOCUMENTS. THIS WAIVER IS IRREVOCABLE AND MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING (OTHER THAN BY A MUTUAL WRITTEN WAIVER SPECIFICALLY REFERRING TO THIS SECTION 8.9(b) AND EXECUTED BY EACH ACTIONS OF THE PARTIES HERETO). THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTSIN THE NEGOTIATION, RENEWALSADMINISTRATION, SUPPLEMENTS PERFORMANCE OR MODIFICATIONS TO THEENFORCEMENT HEREOF.

Consent to Jurisdiction; Waiver of Jury Trial. (a) Each of the parties hereto submits to the exclusive jurisdiction of any state or federal court sitting in the Borough of Manhattanhereby irrevocably and unconditionally submits, of the City of New York in any action or proceeding arising out of or relating to this Agreement Agreement, any other Loan Document (other than the Mexican Pledges) or the transactions contemplated hereby, to the exclusive jurisdiction of any New York State or federal court sitting in New York City and agrees that all claims in respect of the action or proceeding may be heard and determined in any such court. appellate court thereof (a “Specified Court”). (b) Each of the parties hereto waives any hereby irrevocably waives, to the fullest extent it may effectively do so, the defense of an inconvenient forum to the maintenance of such action or proceeding, the right to object that any Specified Court does not have any jurisdiction over such party, and any right of jurisdiction in such action or proceeding to which it may otherwise be entitled. (c) EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY RIGHTS IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED UPON, OR ARISING OUT OF, THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENT OR ACTIONS OF THE ADMINISTRATIVE AGENT, THE LENDERS OR THE COMPANY RELATING THERETO. (d) The Company hereby irrevocably appoints Gruma Corporation (the “Process Agent”), with an office on the date hereof at 0000 Xxxxxxxxxx Xx., Xxxxxx, XX 00000, Attention: Vice President of Legal Services, or, if service cannot be effectuated on the Process Agent, CT Corporation (the “Alternate Process Agent”), with an office on the date hereof at 000 Xxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, as its agent to receive on behalf of the Company service of the summons and complaint and any other process which may be served in any action or proceeding so brought and waives in any bond, surety, New York state or other security that might federal court sitting in New York City. Such service may be required of any other party with respect thereto. Nothing in this Agreement shall affect any right that any party may otherwise have to bring any action or proceeding in the courts of any jurisdiction. Any party hereto may make service on any other party made by sending mailing or delivering a copy of the such process (i) to the party to be served Company, in care of the Process Agent or the Alternate Process Agent, as applicable, at the address and in the manner provided specified above for the giving Process Agent or the Alternate Process Agent, as applicable, and the Company hereby irrevocably authorizes and directs the Process Agent and the Alternate Process Agent, as applicable, to accept such service on its behalf. Such appointment shall be contained in a notarial instrument that complies with the 1940 Protocol on Uniformity of notices in Section 8.2 above. Nothing in this Section 8.9 however, shall affect Powers of Attorney to be utilized abroad as ratified by the right of any party hereto to serve legal process in any other manner permitted by law or at equity. Each party hereto agrees that a final United States and Mexico. (e) Final judgment in any such action or proceeding so brought shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law or at equitylaw. (b) EACH OF THE PARTIES TO THIS AGREEMENT HEREBY AGREES TO WAIVE ITS RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THE DOCUMENTS OR ANY DEALINGS WITH ANY OTHER PARTY RELATING TO THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR THE OTHER DOCUMENTS. THIS WAIVER IS IRREVOCABLE AND MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING (OTHER THAN BY A MUTUAL WRITTEN WAIVER SPECIFICALLY REFERRING TO THIS SECTION 8.9(b) AND EXECUTED BY EACH OF THE PARTIES HERETO). THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THE

Consent to Jurisdiction; Waiver of Jury Trial. (a) Each of the parties hereto submits Subject to Section 3.3 and Section 9.14(c), each Party hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of any state Delaware State court, or federal Federal court of the United States of America, in each case sitting in the Borough of Manhattan, of the City of Wilmington, County of New York Castle, State of Delaware, and any appellate court from any thereof, in any action action, suit or proceeding arising out of or relating to this Agreement or any Ancillary Agreement (other than the Sublicense Agreements) 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, (i) agrees that all claims any claim in respect of the action 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 court. Each of action, suit or proceeding in any such Delaware State or Federal court and (iv) waives, to the parties hereto waives any fullest extent permitted by applicable Law, the defense of an inconvenient forum to the maintenance of any action or proceeding so brought and waives any bondsuch action, surety, or other security that might be required of any other party with respect thereto. Nothing in this Agreement shall affect any right that any party may otherwise have to bring any action suit or proceeding in the courts of any jurisdiction. Any party hereto may make service on any other party by sending such Delaware State or delivering a copy of the process (i) to the party to be served at the address and in the manner provided for the giving of notices in Section 8.2 above. Nothing in this Section 8.9 however, shall affect the right of any party hereto to serve legal process in any other manner permitted by law or at equityFederal court. Each party hereto Party agrees that a final judgment in any action such action, suit or proceeding so brought shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law 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. Buyer hereby agrees that service of all writs, process and summonses in any actions or proceedings arising out of this Agreement may be made upon Corporation Service Company (the “Process Agent”) and hereby irrevocably appoints the Process Agent as its true and lawful agent for the service of process in its name, place and stead to accept such service of any and all such writs, process and summonses, and agrees that the failure of the Process Agent to give to Buyer any notice of such service of such writs, process or summonses shall not impair or affect the validity of such service or of any judgment based thereon. Buyer agrees to maintain at equityall times the agent aforesaid in the State of Delaware, and to give Seller Parent advance written notice of any change of such Process Agent. Nothing in this Section 13.10(a) shall be deemed in any way to limit the ability of Seller Parent to serve any such writs, process or summonses in any other manner permitted by Law or to obtain jurisdiction over Buyer in such other jurisdictions, and in such manner, as my be permitted by applicable Law. (b) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT AND THE ANCILLARY AGREEMENTS (OTHER THAN THE SUBLICENSE AGREEMENTS) IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF THE PARTIES ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT HEREBY AGREES TO WAIVE ITS RIGHTS TO A JURY TRIAL OF AND ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THE DOCUMENTS ANCILLARY AGREEMENTS (OTHER THAN THE SUBLICENSE AGREEMENTS) DELIVERED IN CONNECTION HEREWITH OR ANY DEALINGS WITH THE TRANSACTIONS. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY RELATING HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE EITHER OF SUCH WAIVERS, (B) IT UNDERSTANDS AND HAS CONSIDERED THE TRANSACTIONS CONTEMPLATED BY IMPLICATIONS OF SUCH WAIVERS, (C) IT MAKES SUCH WAIVERS VOLUNTARILY, AND (D) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT OR BY, AMONG OTHER THINGS, THE OTHER DOCUMENTS. THIS WAIVER IS IRREVOCABLE MUTUAL WAIVERS AND MAY NOT BE MODIFIED EITHER ORALLY OR CERTIFICATIONS IN WRITING (OTHER THAN BY A MUTUAL WRITTEN WAIVER SPECIFICALLY REFERRING TO THIS SECTION 8.9(b) AND EXECUTED BY EACH OF THE PARTIES HERETO13.10(b). THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THE.

Consent to Jurisdiction; Waiver of Jury Trial. (a) Each of the parties hereto Party irrevocably submits to the non-exclusive jurisdiction of the U.S. District Court for the District of Delaware or the Circuit Court of Delaware in respect of any state disputes or federal court sitting claims under Section 7.05 (Confidentiality) or with respect to which a party otherwise seeks equitable remedies pursuant to Section 11.02 (Equitable Remedies). 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 Section 11.07 (Notices) above shall be effective service of process for any action, suit or proceeding in Delaware with respect to any matters to which it has submitted to jurisdiction in this Section 11.09. Each Party irrevocably and unconditionally waives any objection to the Borough laying of Manhattanvenue of any action, of the City of New York in any action suit or proceeding arising out of the matters to which it has submitted to jurisdiction in this Section 11.09 in the U.S. District Court for the District of Delaware or relating to this Agreement the Circuit Court of Delaware, and hereby further irrevocably and unconditionally waives and agrees that all claims in respect of the action not to plead or proceeding may be heard and determined claim in any such courtcourt that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum. Each of the parties hereto waives any defense of inconvenient forum to the maintenance of any action or proceeding so brought and waives any bond, surety, or other security that might be required of any other party with respect thereto. Nothing in this Agreement shall affect any right that any party may otherwise have to bring any action or proceeding in the courts of any jurisdiction. Any party hereto may make service on any other party by sending or delivering a copy of the process (i) to the party to be served at the address and in the manner provided for the giving of notices in Section 8.2 above. Nothing in this Section 8.9 however, shall affect the right of any party hereto to serve legal process in any other manner permitted by law or at equity. Each party hereto Party agrees that a final judgment in any action such action, cause of action, claim, cross-claim or proceeding so brought third-party claim shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law or at equitylaw. (b) EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ALL RIGHTS OF THE PARTIES TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM (WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT HEREBY AGREES TO WAIVE ITS RIGHTS TO A JURY TRIAL OF OR ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THE DOCUMENTS OR ANY DEALINGS WITH ANY OTHER PARTY RELATING TO THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR THE OTHER DOCUMENTS. THIS WAIVER IS IRREVOCABLE AND MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING (OTHER THAN BY A MUTUAL WRITTEN WAIVER SPECIFICALLY REFERRING TO THIS SECTION 8.9(b) AND EXECUTED BY EACH OF THE PARTIES HERETO). THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THEHEREBY.

Consent to Jurisdiction; Waiver of Jury Trial. (a) Each of the parties hereto submits hereto: (i) consents to submit itself to the exclusive personal jurisdiction of any state or federal court sitting (A) the United States District Court for the Southern District of Indiana in the Borough event any dispute arises out of Manhattan, this Agreement or any of the City transactions contemplated by this Agreement to the extent such court would have subject matter jurisdiction with respect to such dispute and (B) the courts of New York in the State of Indiana; (ii) agrees that it will not attempt to deny or defeat such personal jurisdiction or venue by motion or other request for leave from any such court; (iii) agrees that it will not bring any action or proceeding arising out of or relating to this Agreement and or any of the transactions contemplated by this Agreement in any court other than such courts; (iv) agrees that all claims service of process in respect of the any such action or proceeding may be heard and determined in any such court. Each of the parties hereto waives any defense of inconvenient forum to the maintenance of any action or proceeding so brought and waives any bond, surety, or other security that might be required of any other party with respect thereto. Nothing in this Agreement shall affect any right that any party may otherwise have to bring any action or proceeding in the courts of any jurisdiction. Any party hereto may make service on any other party effected by sending or delivering mailing a copy thereof by registered or certified mail (or any substantially similar form of the process (i) mail), postage prepaid, to the a party to be served at the its address and in the manner provided for the giving of notices set forth in Section 8.2 above. Nothing in this Section 8.9 however, 8.4 or at such other address of which a party shall have been notified pursuant thereto; (v) agrees that nothing herein shall affect the right to effect service of any party hereto to serve legal process in any other manner permitted by law Law or at equity. Each party hereto agrees that a final judgment in any action or proceeding so brought shall be conclusive and may be enforced by suit on limit the judgment or right to xxx in any other manner provided by law or at equityjurisdiction; and (vi) agrees to appoint an agent for service of process in Indiana. (b) EACH OF THE PARTIES PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING IN RELATION TO THIS AGREEMENT HEREBY AGREES TO WAIVE ITS RIGHTS TO A JURY TRIAL OF AND FOR ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THE DOCUMENTS OR ANY DEALINGS WITH ANY OTHER PARTY RELATING TO THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR THE OTHER DOCUMENTSCOUNTERCLAIM THEREIN. THIS WAIVER IS IRREVOCABLE AND MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING (OTHER THAN BY A MUTUAL WRITTEN WAIVER SPECIFICALLY REFERRING TO THIS SECTION 8.9(b) AND EXECUTED BY EACH OF THE PARTIES HERETO). THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THE* * * * *

Consent to Jurisdiction; Waiver of Jury Trial. (a) Each of the parties hereto submits hereto: (i) consents to submit itself to the exclusive personal jurisdiction of any state or federal court sitting the courts of the State of Delaware and the Federal courts of the United States of America located in the Borough State of Manhattan, Delaware in the event any dispute arises out of this Agreement or any of the City of New York in transactions contemplated by this Agreement; (ii) agrees that it will not attempt to deny or defeat such personal jurisdiction or venue by motion or other request for leave from any such court; (iii) agrees that it will not bring any action or proceeding arising out of or relating to this Agreement and or any of the transactions contemplated by this Agreement in any court other than such courts; and (iv) agrees that all claims service of process in respect of the any such action or proceeding may be heard and determined in any such court. Each of the parties hereto waives any defense of inconvenient forum to the maintenance of any action or proceeding so brought and waives any bond, surety, or other security that might be required of any other party with respect thereto. Nothing in this Agreement shall affect any right that any party may otherwise have to bring any action or proceeding in the courts of any jurisdiction. Any party hereto may make service on any other party effected by sending or delivering mailing a copy thereof by registered or certified mail (or any substantially similar form of the process (i) mail), postage prepaid, to the a party to be served at the its address and in the manner provided for the giving of notices set forth in Section 8.2 above. Nothing in this Section 8.9 however, 9 or at such other address of which a party shall have been notified pursuant thereto; (v) agrees that nothing herein shall affect the right to effect service of any party hereto to serve legal process in any other manner permitted by law or at equity. Each party hereto agrees that a final judgment in any action or proceeding so brought shall be conclusive and may be enforced by suit on limit the judgment or right to xxx in any other manner provided by law or at equityjurisdiction; and (vi) agrees to appoint an agent for service of process in Delaware. (b) EACH OF THE PARTIES PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING IN RELATION TO THIS AGREEMENT HEREBY AGREES TO WAIVE ITS RIGHTS TO A JURY TRIAL OF AND FOR ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THE DOCUMENTS OR ANY DEALINGS WITH ANY OTHER PARTY RELATING TO THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR THE OTHER DOCUMENTS. THIS WAIVER IS IRREVOCABLE AND MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING (OTHER THAN BY A MUTUAL WRITTEN WAIVER SPECIFICALLY REFERRING TO THIS SECTION 8.9(b) AND EXECUTED BY EACH OF THE PARTIES HERETO). THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THECOUNTERCLAIM THEREIN.

Consent to Jurisdiction; Waiver of Jury Trial. (a) Each of Holdings I and the parties hereto submits Subordinated Creditors, to the exclusive extent that it may lawfully do so, hereby consents to the jurisdiction of any state or federal court sitting in the Borough of Manhattan, courts of the City State of New York in and the United States District Court for the Southern District of New York, as well as to jurisdiction of all courts from which an appeal may be taken from such courts, for the purpose of any suit, action or proceeding arising out of any of its obligations arising hereunder or relating the transactions contemplated hereby, and expressly waives any and all objections it may have as to this Agreement and agrees that all claims in respect of the action or proceeding may be heard and determined venue in any of such court. Each of the parties hereto waives any defense of inconvenient forum to the maintenance of any action or proceeding so brought and waives any bond, surety, or other security that might be required of any other party with respect thereto. Nothing in this Agreement shall affect any right that any party may otherwise have to bring any action or proceeding in the courts of any jurisdiction. Any party hereto may make service on any other party by sending or delivering a copy of the process (i) to the party to be served at the address and in the manner provided for the giving of notices in Section 8.2 above. Nothing in this Section 8.9 however, shall affect the right of any party hereto to serve legal process in any other manner permitted by law or at equity. Each party hereto agrees that a final judgment in any action or proceeding so brought shall be conclusive and may be enforced by suit on the judgment or in any other manner provided by law or at equitycourts. (b) EACH OF THE PARTIES HERETO HEREBY WAIVES TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT HEREBY AGREES TO WAIVE ITS RIGHTS TO AGREEMENT. NEITHER HOLDINGS I, THE SUBORDINATED CREDITORS NOR ANY ASSIGNEE OF OR SUCCESSOR THERETO, SHALL SEEK A JURY TRIAL OF IN ANY CLAIM LAWSUIT, PROCEEDING, COUNTERCLAIM, OR CAUSE OF ACTION ANY OTHER LITIGATION OR PROCEDURE BASED UPON UPON, OR ARISING OUT OF, THIS AGREEMENT, OR ANY OF THE DOCUMENTS OR OTHER DOCUMENTS, INSTRUMENTS AND AGREEMENTS ENTERED INTO IN CONNECTION HEREWITH. NO PARTY WILL SEEKS TO CONSOLIDATE ANY DEALINGS SUCH ACTION, IN WHICH A JURY TRIAL HAS BEEN WAIVED, WITH ANY OTHER PARTY RELATING TO THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT ACTION IN WHICH A JURY TRIAL CANNOT BE OR THE OTHER DOCUMENTS. THIS WAIVER IS IRREVOCABLE AND MAY HAS NOT BE MODIFIED EITHER ORALLY OR IN WRITING (OTHER THAN BY A MUTUAL WRITTEN WAIVER SPECIFICALLY REFERRING TO THIS SECTION 8.9(b) AND EXECUTED BY EACH OF THE PARTIES HERETO). THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THEBEEN WAIVED.

Consent to Jurisdiction; Waiver of Jury Trial. (a) Each of the parties party hereto irrevocably submits to the exclusive jurisdiction of any state or federal court sitting in the Borough Court of Manhattan, Chancery of the City State of New York Delaware (unless the Federal Courts have exclusive jurisdiction over the matter, in which case the United States District for the 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 action or proceeding Legal Proceeding arising out of or relating to this Agreement or any transaction contemplated hereby, and agrees to commence any Legal Proceeding only in such courts. Each party further agrees that all claims 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 irrevocably and unconditionally waives any objection to the laying of venue of Legal Proceeding arising out of this Agreement or the transactions contemplated hereby in respect of the action such courts, and hereby irrevocably and unconditionally waives and agrees not to plead or proceeding may be heard and determined claim in any such court. Each of the parties hereto waives any defense of inconvenient forum to the maintenance of any action or proceeding so brought and waives any bond, surety, or other security that might be required of any other party with respect thereto. Nothing in this Agreement shall affect any right court that any party may otherwise have to bring any action or proceeding in the courts of any jurisdiction. Any party hereto may make service on any other party by sending or delivering a copy of the process (i) to the party to be served at the address and in the manner provided for the giving of notices in Section 8.2 above. Nothing in this Section 8.9 however, shall affect the right of any party hereto to serve legal process such Legal Proceeding brought in any other manner permitted by law or at equitysuch court has been brought in an inconvenient forum. Each party hereto agrees that a final judgment in any action or proceeding so brought shall be conclusive and may be enforced by suit on the judgment or in any other manner provided by law or at equity. EACH PARTY HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN LEGAL PROCEEDING OR COUNTERCLAIM (bWHETHER AT LAW, IN EQUITY, BASED ON CONTRACT, TORT OR OTHERWISE) EACH OF THE PARTIES TO THIS AGREEMENT HEREBY AGREES TO WAIVE ITS RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THE DOCUMENTS OR ANY DEALINGS WITH ANY OTHER PARTY RELATING TO THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT HEREBY OR THE OTHER DOCUMENTS. THIS WAIVER IS IRREVOCABLE ACTIONS OF SUCH PARTY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND MAY NOT BE MODIFIED EITHER ORALLY ENFORCEMENT HEREOF OR IN WRITING (OTHER THAN BY A MUTUAL WRITTEN WAIVER SPECIFICALLY REFERRING TO THIS SECTION 8.9(b) AND EXECUTED BY EACH OF THE PARTIES HERETO). THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THETHEREOF.

Consent to Jurisdiction; Waiver of Jury Trial. (a) Each of the parties hereto submits irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of (a) the Court of Chancery of the State of Delaware and (b) any state or United States federal court sitting located in the Borough State of ManhattanDelaware, for the purposes of the City of New York in any action litigation or other proceeding arising out of this Agreement or any transaction contemplated hereby (and each agrees that no such litigation or other proceeding relating to this Agreement and agrees that all claims shall be brought by it or any of its Affiliates except in respect of the action or proceeding may be heard and determined in any such courtcourts). Each of the parties hereto waives any defense of inconvenient forum further agrees that, to the maintenance fullest extent permitted by applicable law, service of any action process, summons, notice or proceeding so brought and waives document by U.S. registered mail to such Person’s respective address set forth in Section 5.3 shall be effective service of process for any bond, surety, or other security that might be required of any other party litigation in Delaware with respect theretoto any matters to which it has submitted to jurisdiction as set forth above in the immediately preceding sentence. Nothing in this Agreement shall affect any right that any party may otherwise have to bring any action or proceeding in the courts of any jurisdiction. Any party hereto may make service on any other party by sending or delivering a copy of the process (i) to the party to be served at the address and in the manner provided for the giving of notices in Section 8.2 above. Nothing in this Section 8.9 however, shall will affect the right of any party hereto to this Agreement to serve legal process in any other manner permitted by law or at equityapplicable law. Each party of the parties hereto irrevocably and unconditionally waives (and agrees not to plead or claim) any objection to the laying of venue of any litigation or other proceeding arising out of this Agreement or the transactions contemplated hereby in (a) the Court of Chancery of the State of Delaware and (b) any United States federal court located in the State of Delaware, or that a final judgment any such litigation or other proceeding brought in any action or proceeding so such court has been brought shall be conclusive and may be enforced by suit on the judgment or in any other manner provided by law or at equityan inconvenient forum. (b) EACH OF PARTY HERETO HEREBY WAIVES, TO THE PARTIES TO THIS AGREEMENT HEREBY AGREES TO WAIVE ITS RIGHTS FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY TRIAL IN RESPECT OF ANY CLAIM LITIGATION OR CAUSE OF ACTION BASED UPON OTHER PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF THE DOCUMENTS OR ANY DEALINGS WITH ANY OTHER PARTY RELATING HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH PARTY WOULD NOT, IN THE EVENT OF ANY LITIGATION, SEEK TO ENFORCE THE TRANSACTIONS CONTEMPLATED BY FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT OR BY, AMONG OTHER THINGS, THE OTHER DOCUMENTS. THIS MUTUAL WAIVER IS IRREVOCABLE AND MAY NOT BE MODIFIED EITHER ORALLY OR CERTIFICATIONS IN WRITING (OTHER THAN BY A MUTUAL WRITTEN WAIVER SPECIFICALLY REFERRING TO THIS SECTION 8.9(b) AND EXECUTED BY EACH OF THE PARTIES HERETO5.6(B). THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THE.

Consent to Jurisdiction; Waiver of Jury Trial. (a) Each The parties agree that irreparable damage would occur if any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement exclusively in the Court of Common Pleas in Cuyahoga County, Ohio, or if (but only if) that court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the Northern District of Ohio. In addition, each of the parties hereto submits to the exclusive jurisdiction of irrevocably agrees that any state or federal court sitting in the Borough of Manhattan, of the City of New York in any legal action or proceeding arising out of or relating with respect to this Agreement and agrees that all claims the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought and determined exclusively in the Court of Common Pleas in Cuyahoga County, Ohio, or if (but only if) that court does not have subject matter jurisdiction over such action or proceeding may be heard and determined proceeding, in any such courtthe United States District Court for the Northern District of Ohio. Each of the parties hereto waives hereby irrevocably submits with regard to any defense of inconvenient forum to the maintenance of any such action or proceeding so brought for itself and waives any bondin respect of its property, suretygenerally and unconditionally, or other security to the personal jurisdiction of the aforesaid courts and agrees that might be required of any other party with respect thereto. Nothing in this Agreement shall affect any right that any party may otherwise have to it will not bring any action relating to this Agreement or proceeding in the courts of any jurisdiction. Any party hereto may make service on any other party by sending or delivering a copy of the process (i) to the party to be served at the address and in the manner provided for the giving of notices in Section 8.2 above. Nothing in transactions contemplated by this Section 8.9 however, shall affect the right of any party hereto to serve legal process Agreement in any court other manner permitted by law or at equitythan the aforesaid courts. Each party of the parties hereto hereby irrevocably waives, and agrees that not to assert, by way of motion, as a final judgment defense, counterclaim or otherwise, in any action or proceeding so with respect to this Agreement, (a) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason other than the failure to serve in accordance with this Section 8.8, (b) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to the fullest extent permitted by the applicable law, any claim that (i) the suit, action or proceeding in such court is brought shall be conclusive and in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper or (iii) this Agreement, or the subject matter of this Agreement, may not be enforced in or by suit on such courts. Each of the judgment or parties, to the fullest extent permitted by Law, consents to service of process being made through the notice procedures set forth in any other manner provided by law or at equitySection 8.2. (b) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, RELATING TO OR IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE PARTIES TO THIS AGREEMENT HEREBY AGREES TO WAIVE ITS RIGHTS TO A JURY TRIAL OF ANY CLAIM AGREEMENTS DELIVERED IN CONNECTION HEREWITH OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THE DOCUMENTS OR ANY DEALINGS WITH ANY OTHER PARTY RELATING TO THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT HEREBY OR THE OTHER DOCUMENTS. THIS WAIVER IS IRREVOCABLE AND MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING (OTHER THAN BY A MUTUAL WRITTEN WAIVER SPECIFICALLY REFERRING TO THIS SECTION 8.9(b) AND EXECUTED BY EACH OF THE PARTIES HERETO). THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THETHEREBY.

Consent to Jurisdiction; Waiver of Jury Trial. (a) Each of the parties hereto submits (i) consents to submit itself to the exclusive personal jurisdiction of any state Federal Court located in the District of the State of Minnesota or federal in the Eastern District of the State of Texas in the event any dispute arises out of this Agreement or any of the transactions contemplated by this Agreement, (ii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, and (iii) agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated by this Agreement in an court other than a Federal court sitting in the Borough of Manhattan, District of the City State of New York Minnesota or in the Eastern District of the State of Texas. The parties irrevocably and unconditionally waive any action objection to the laying of venue of any action, suit or proceeding arising out of or relating to this Agreement and agrees that all claims in respect or any of the action or proceeding may be heard and determined transactions contemplated by this Agreement in any such court. Each Federal Court located in the District of the parties hereto waives any defense State of inconvenient forum to the maintenance of any action Minnesota or proceeding so brought and waives any bond, surety, or other security that might be required of any other party with respect thereto. Nothing in this Agreement shall affect any right that any party may otherwise have to bring any action or proceeding in the courts of any jurisdiction. Any party hereto may make service on any other party by sending or delivering a copy Eastern District of the process (i) to the party to be served at the address and in the manner provided for the giving State of notices in Section 8.2 above. Nothing in this Section 8.9 however, shall affect the right of any party hereto to serve legal process in any other manner permitted by law or at equity. Each party hereto agrees that a final judgment in any action or proceeding so brought shall be conclusive and may be enforced by suit on the judgment or in any other manner provided by law or at equityTexas. (b) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF THE PARTIES ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT HEREBY AGREES TO WAIVE ITS RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THE DOCUMENTS OR ANY DEALINGS WITH ANY OTHER PARTY RELATING TO THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR THE OTHER DOCUMENTSAGREEMENT. THIS WAIVER IS IRREVOCABLE AND MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING Each party certifies and acknowledges that (OTHER THAN BY A MUTUAL WRITTEN WAIVER SPECIFICALLY REFERRING TO THIS SECTION 8.9(bi) AND EXECUTED BY EACH OF THE PARTIES HERETOno 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 invalidate the foregoing waiver, (ii) each party understands and has considered the implications 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 8.6(b). THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS. (c) In any dispute, RENEWALSwhether resolved by litigation or other dispute resolution mechanism, SUPPLEMENTS OR MODIFICATIONS TO THEarising from or related to this Agreement or the transactions contemplated herein, the substantially prevailing party shall be entitled to recover from the other party (as part of the arbitral award or order) its reasonable attorneys' fees and other costs of the resolution of such dispute.

Consent to Jurisdiction; Waiver of Jury Trial. (a) Each of the parties hereto submits Parties hereby (i) agrees and irrevocably consents to submit itself to the exclusive jurisdiction of the Chancery Court of the State of Delaware, and any state appellate court therefrom within the State of Delaware (or if the Chancery Court of the State of Delaware declines to accept jurisdiction over a particular matter, any state or federal court sitting in within the Borough State of Manhattan, of Delaware (the City of New York “Chosen Courts”) in any action or proceeding Legal Proceeding arising out of or relating to this Agreement and or the negotiation, execution or performance of this Agreement or any of the transactions contemplated hereby, (ii) agrees that all claims in respect of the action or proceeding may any such Legal Proceeding will be heard and determined in the Chosen Courts, (iii) agrees that it shall not attempt to deny or defeat such jurisdiction by motion or other request for leave from the Chosen Courts, (iv) agrees not to bring or support any such court. Each Legal Proceeding arising out of or relating to this Agreement or any of the parties hereto waives any defense of inconvenient forum to the maintenance of any action or proceeding so brought and waives any bond, surety, or other security that might be required of any other party with respect thereto. Nothing in transactions contemplated by this Agreement shall affect any right that any party may otherwise have to bring any action (whether in contract, tort, common or proceeding in statutory law, equity or otherwise) anywhere other than the courts of any jurisdiction. Any party hereto may make service on any other party by sending or delivering a copy of the process Chosen Courts and (iv) to the party to be served at the address and in the manner provided for the giving of notices in Section 8.2 above. Nothing in this Section 8.9 however, shall affect the right of any party hereto to serve legal process in any other manner permitted by law or at equity. Each party hereto agrees that a final and non-appealable judgment in any action or proceeding so brought such Legal 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. For the avoidance of doubt, the preceding sentence (A) shall not limit the jurisdiction of the Accounting Firm as set forth in Section 2.4 and (B) shall include any Legal Proceeding brought for the purpose of enforcing the jurisdiction and judgments of the Accounting Firm. Each of the Parties waives any defense of inconvenient forum to the maintenance of any Legal Proceeding brought in any Chosen Court in accordance with this Section 10.10(a). Each of the Parties agrees that the service of any process, summons, notice or document in connection with any such Legal Proceeding in the manner provided in Section 10.2 or in such other manner as may be permitted by applicable Law, will be valid and sufficient service thereof. Each of the parties to this Agreement agrees that, notwithstanding anything to the contrary contained herein, it will not bring or support any action, cause of action, claim, cross-claim, third party claim or proceeding of any kind or description, whether in law or at 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 relating in any way to the Debt Commitment Letter, the Debt Financing or the performance thereof, in any forum other than any New York State court or Federal court of the United States of America, in each case, sitting in the Borough of Manhattan in the State of New York, and any appellate court from any thereof. (b) EACH OF THE PARTIES PARTY (I) ACKNOWLEDGES AND AGREES THAT ANY LEGAL PROCEEDING THAT MAY ARISE UNDER OR RELATE TO THIS AGREEMENT HEREBY AGREES TO WAIVE ITS RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THE DOCUMENTS OR ANY DEALINGS WITH ANY OTHER PARTY RELATING TO THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND (II) HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL PROCEEDING (WHETHER BASED ON CONTRACT, TORT, EQUITY OR OTHERWISE) ARISING OUT OF, UNDER OR IN ANY WAY CONNECTED WITH OR RELATING OR INCIDENTAL TO THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT (INCLUDING ANY LEGAL PROCEEDING AGAINST OR INVOLVING ANY DEBT FINANCING SOURCE ARISING OUT OF THIS AGREEMENT OR THE DEBT FINANCING). EACH PARTY (A) CERTIFIES AND ACKNOWLEDGES THAT NO REPRESENTATIVE OF THE OTHER DOCUMENTS. PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY LEGAL PROCEEDING, SEEK TO ENFORCE THE FOREGOING WAIVER, (B) CERTIFIES AND ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION OF THIS AGREEMENT, (C) UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER IS IRREVOCABLE AND MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING (OTHER THAN BY A MUTUAL WRITTEN WAIVER SPECIFICALLY REFERRING TO THIS SECTION 8.9(bD) AND EXECUTED BY EACH OF THE PARTIES HERETO). MAKES THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THEVOLUNTARILY.

Consent to Jurisdiction; Waiver of Jury Trial. (a) Each Except as provided in Sections 2.11(f), 3.2(b) and 7.13, each of the parties hereto submits Parties irrevocably consents to the exclusive jurisdiction of any state or federal court sitting in the Borough of Manhattan, and venue of the City Court of New York Chancery of the State of Delaware (or, solely to the extent that such court does not have subject matter jurisdiction, the Superior Court of the State of Delaware and the United States District Court for the District of Delaware), in each case in connection with any action matter based upon or proceeding arising out of or relating to this Agreement Agreement, the other Transaction Agreements and the consummation of the Transactions, agrees that all claims process may be served upon them in respect any manner authorized by the laws of the State of Delaware for such Person and waives and covenants not to assert or plead any objection which they might otherwise have to such manner of service of process. Each Party and any Person asserting rights as a third-party beneficiary may do so only if he, she or it hereby waives, and shall not assert as a defense in any legal dispute, that: (a) such Person is not personally subject to the jurisdiction of the above named courts for any reason; (b) such Legal Proceeding may not be brought or is not maintainable in such court; (c) such Person’s property is exempt or immune from execution; (d) such Legal Proceeding is brought in an inconvenient forum; or (e) the venue of such Legal Proceeding is improper. Each Party and any Person asserting rights as a third-party beneficiary hereby agrees not to commence or prosecute any such action, claim, cause of action or proceeding may be heard and determined suit other than before one of 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 action, claim, cause of action or suit to any court other than one of the above-named courts, whether on the grounds of inconvenient forum or otherwise. Each Party hereby consents to service of process in any such court. Each proceeding in any manner permitted by Delaware law, and further consents to service of the parties hereto waives any defense of inconvenient forum to the maintenance of any action or proceeding so brought and waives any bond, suretyprocess by nationally recognized overnight courier service guaranteeing overnight delivery, or other security that might be required of any other party with respect theretoby registered or certified mail, return receipt requested, at its address specified pursuant to Section 11.2. Nothing in this Agreement shall affect any right that any party may otherwise have to bring any action or proceeding in Notwithstanding the courts of any jurisdiction. Any party hereto may make service on any other party by sending or delivering a copy of the process (i) to the party to be served at the address and in the manner provided for the giving of notices in Section 8.2 above. Nothing foregoing in this Section 8.9 however11.9, shall affect the right any Party may commence any action, claim, cause of any party hereto to serve legal process in any other manner permitted by law or at equity. Each party hereto agrees that a final judgment in any action or proceeding so brought shall be conclusive and may be enforced suit in a court other than the above-named courts solely for the purpose of enforcing an order or judgment issued by suit on one of the judgment or in any other manner provided by law or at equityabove-named courts. (b) TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW WHICH CANNOT BE WAIVED, EACH OF THE PARTIES AND ANY PERSON ASSERTING RIGHTS AS A THIRD-PARTY BENEFICIARY MAY DO SO ONLY IF HE, SHE OR IT IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT TO TRIAL BY JURY ON ANY CLAIMS OR COUNTERCLAIMS ASSERTED IN ANY LEGAL DISPUTE RELATING TO THIS AGREEMENT HEREBY AGREES AGREEMENT, EACH OTHER TRANSACTION AGREEMENTS AND THE CONSUMMATION OF THE TRANSACTIONS, AND FOR ANY COUNTERCLAIM RELATING THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING. IF THE SUBJECT MATTER OF ANY SUCH LEGAL DISPUTE IS ONE IN WHICH THE WAIVER OF JURY TRIAL IS PROHIBITED, NO PARTY NOR ANY PERSON ASSERTING RIGHTS AS A THIRD-PARTY BENEFICIARY SHALL ASSERT IN SUCH LEGAL DISPUTE A NON-COMPULSORY COUNTERCLAIM ARISING OUT OF OR RELATING TO WAIVE ITS THIS AGREEMENT, THE OTHER TRANSACTION AGREEMENTS AND THE CONSUMMATION OF THE TRANSACTIONS. FURTHERMORE, NO PARTY NOR ANY PERSON ASSERTING RIGHTS AS A THIRD-PARTY BENEFICIARY SHALL SEEK TO CONSOLIDATE ANY SUCH LEGAL DISPUTE WITH A SEPARATE ACTION OR OTHER LEGAL PROCEEDING IN WHICH A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THE DOCUMENTS OR ANY DEALINGS WITH ANY OTHER PARTY RELATING TO THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR THE OTHER DOCUMENTS. THIS WAIVER IS IRREVOCABLE AND MAY NOT CANNOT BE MODIFIED EITHER ORALLY OR IN WRITING (OTHER THAN BY A MUTUAL WRITTEN WAIVER SPECIFICALLY REFERRING TO THIS SECTION 8.9(b) AND EXECUTED BY EACH OF THE PARTIES HERETO). THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THEWAIVED.

Consent to Jurisdiction; Waiver of Jury Trial. (a) Each of the parties hereto submits to the exclusive jurisdiction of any state or federal court sitting in the Borough of Manhattan, of the City of New York in any action or proceeding All actions and proceedings arising out of or relating to this Agreement and agrees that all claims in respect of the action or proceeding may shall be heard and determined in the Court of Chancery 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 submit to the exclusive jurisdiction of such courts (and, in the case of appeals, appropriate appellate courts therefrom) in any such court. Each of action or proceeding and irrevocably waive the parties hereto waives any defense of an inconvenient forum to the maintenance of any such action or proceeding so brought 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 waives shall have no effect for any bondpurpose except as provided in this paragraph and shall not be deemed to confer rights on any Person other than the parties hereto. To the fullest extent permitted by applicable Law, surety, or other security each of the parties to this Agreement consents to service being made through the notice procedures set forth in Section 6.5 and agrees that might be required service of any other party with respect thereto. Nothing process, summons, notice or document by registered mail (return receipt requested and first-class postage prepaid) to the respective addresses of the parties set forth in this Agreement Section 6.5 shall affect be effective service of process for any right that any party may otherwise have to bring any action suit or proceeding in connection with this Agreement or the courts of any jurisdictiontransactions contemplated by this Agreement. Any party The parties hereto may make service on any other party by sending or delivering a copy of the process (i) to the party to be served at the address and in the manner provided for the giving of notices in Section 8.2 above. Nothing in this Section 8.9 however, shall affect the right of any party hereto to serve legal process in any other manner permitted by law or at equity. Each party hereto agrees agree that a final judgment in any such action or proceeding so brought shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law or at equityapplicable Law. (b) EACH OF THE PARTIES TO THIS AGREEMENT HEREBY AGREES TO WAIVE ITS IRREVOCABLY WAIVES ANY AND ALL RIGHTS TO A TRIAL BY JURY TRIAL OF IN ANY CLAIM OR CAUSE OF ACTION BASED UPON OR LEGAL PROCEEDING ARISING OUT OF THE DOCUMENTS OR ANY DEALINGS WITH ANY OTHER PARTY RELATING TO THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR THE OTHER DOCUMENTS. THIS WAIVER IS IRREVOCABLE AND MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING (OTHER THAN BY A MUTUAL WRITTEN WAIVER SPECIFICALLY REFERRING RELATED TO THIS SECTION 8.9(b) AND EXECUTED BY EACH OF THE PARTIES HERETO). THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THEAGREEMENT.

Consent to Jurisdiction; Waiver of Jury Trial. (a) Each For the purpose of any action that may be brought in connection with this Agreement, Purchaser, Arch Parent and Seller hereby consent to the jurisdiction and venue of the parties hereto submits to United States District Court for the exclusive jurisdiction of any state or federal court sitting in the Borough of Manhattan, of the City Southern District of New York in any action or proceeding arising out of or relating to this Agreement and agrees that all claims in respect of the action or proceeding may be heard and determined in any such court. Each Supreme Court of the parties hereto waives any defense State of inconvenient forum New York, County of New York. Purchaser, Arch Parent and Seller hereby waive the right to contest the maintenance jurisdiction and venue of any action of said courts on the ground of inconvenience or proceeding so brought and waives any bond, surety, or other security that might be required otherwise. The provisions of any other party with respect thereto. Nothing in this Agreement shall affect any right that any party may otherwise have to bring any action or proceeding in the courts of any jurisdiction. Any party hereto may make service on any other party by sending or delivering a copy of the process (i) to the party to be served at the address and in the manner provided for the giving of notices in Section 8.2 above. Nothing in this Section 8.9 however, shall not limit or otherwise affect the right of any either party hereto to serve legal process institute and conduct an action in any other manner permitted by law appropriate manner, jurisdiction or at equity. Each party hereto agrees that a final judgment in any action or proceeding so brought shall be conclusive and may be enforced by suit on the judgment or in any other manner provided by law or at equitycourt. (b) EACH NEITHER PURCHASER, ARCH PARENT NOR SELLER, NOR ANY ASSIGNEE OR SUCCESSOR OF THE PARTIES TO THIS AGREEMENT HEREBY AGREES TO WAIVE ITS RIGHTS TO ANY OF THEM SHALL SEEK A JURY TRIAL OF IN ANY CLAIM OR CAUSE OF ACTION PROCEEDING BASED UPON OR ARISING OUT OF THE DOCUMENTS THIS AGREEMENT, OR ANY DEALINGS OTHER DOCUMENT OR AGREEMENT EXECUTED PURSUANT HERETO OR IN CONNECTION HEREWITH. NO SUCH PERSON WILL SEEK TO CONSOLIDATE ANY SUCH ACTION INTO ONE IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED. EACH PARTY HERETO (i) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT ANY PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVERS, AND (ii) ACKNOWLEDGES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND EACH OTHER DOCUMENT OR AGREEMENT EXECUTED IN CONNECTION HEREWITH, AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS HEREIN. THE PROVISIONS OF THIS SECTION HAVE BEEN FULLY DISCLOSED BY AND TO THE PARTIES HERETO AND THE PROVISIONS HEREOF SHALL BE SUBJECT TO NO EXCEPTIONS. NO PARTY HERETO HAS IN ANY WAY AGREED WITH OR REPRESENTED TO ANY OTHER PARTY RELATING TO HERETO THAT THE TRANSACTIONS CONTEMPLATED BY PROVISIONS OF THIS AGREEMENT OR THE OTHER DOCUMENTS. THIS WAIVER IS IRREVOCABLE AND MAY SECTION WILL NOT BE MODIFIED EITHER ORALLY OR FULLY ENFORCED IN WRITING (OTHER THAN BY A MUTUAL WRITTEN WAIVER SPECIFICALLY REFERRING TO THIS SECTION 8.9(b) AND EXECUTED BY EACH OF THE PARTIES HERETO). THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THEALL INSTANCES.

Consent to Jurisdiction; Waiver of Jury Trial. (a) Each A. For the purpose of any action that may be brought in connection with this Agreement, each of the parties hereto submits hereby consents to the exclusive jurisdiction of any state or federal court sitting in the Borough of Manhattan, and venue of the City United States District Court for the Southern District of New York in any action or proceeding arising out of or relating to this Agreement and agrees that all claims in respect of the action or proceeding may be heard and determined in any such courtSupreme Court of the State of New York, County of New York. Each In furtherance of the foregoing, each of the parties hereto hereby waives any defense of inconvenient forum the right to contest the maintenance jurisdiction and venue of any action of said courts on the ground of inconvenience or proceeding so brought and waives any bond, surety, or other security that might be required otherwise. The provisions of any other party with respect thereto. Nothing in this Agreement shall affect any right that any party may otherwise have to bring any action or proceeding in the courts of any jurisdiction. Any party hereto may make service on any other party by sending or delivering a copy of the process (i) to the party to be served at the address and in the manner provided for the giving of notices in Section 8.2 above. Nothing in this Section 8.9 however, 3 shall not limit or otherwise affect the right of any party hereto to serve legal process institute and conduct an action in any other manner permitted by law appropriate manner, jurisdiction or at equity. Each party hereto agrees that a final judgment in any action or proceeding so brought shall be conclusive and may be enforced by suit on the judgment or in any other manner provided by law or at equitycourt. (b) EACH B. NONE OF THE PARTIES TO THIS AGREEMENT HEREBY AGREES TO WAIVE ITS RIGHTS TO HERETO, NOR ANY PERMITTED ASSIGNEE, SUCCESSOR, HEIR OR PERSONAL REPRESENTATIVE OF ANY OF THEM SHALL SEEK A JURY TRIAL OF IN ANY CLAIM OR CAUSE OF ACTION PROCEEDING BASED UPON OR ARISING OUT OF THE DOCUMENTS THIS AGREEMENT, OR ANY DEALINGS OTHER DOCUMENT OR AGREEMENT EXECUTED PURSUANT HERETO OR IN CONNECTION HEREWITH. NO SUCH PERSON WILL SEEK TO CONSOLIDATE ANY SUCH ACTION INTO ONE IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED. EACH PARTY HERETO (i) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT ANY PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVERS, AND (ii) ACKNOWLEDGES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS HEREIN. THE PROVISIONS OF THIS SECTION HAVE BEEN FULLY DISCLOSED BY AND TO THE PARTIES HERETO AND THE PROVISIONS HEREOF SHALL BE SUBJECT TO NO EXCEPTIONS. NO PARTY HERETO HAS IN ANY WAY AGREED WITH OR REPRESENTED TO ANY OTHER PARTY RELATING TO HERETO THAT THE TRANSACTIONS CONTEMPLATED BY PROVISIONS OF THIS AGREEMENT OR THE OTHER DOCUMENTS. THIS WAIVER IS IRREVOCABLE AND MAY SECTION WILL NOT BE MODIFIED EITHER ORALLY OR FULLY ENFORCED IN WRITING (OTHER THAN BY A MUTUAL WRITTEN WAIVER SPECIFICALLY REFERRING TO THIS SECTION 8.9(b) AND EXECUTED BY EACH OF THE PARTIES HERETO). THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THEALL INSTANCES.

Consent to Jurisdiction; Waiver of Jury Trial. (a) Each of the parties hereto irrevocably submits to the exclusive jurisdiction of any state or federal court sitting the United States District Court for the Southern District of New York located in the Borough borough of Manhattan, of Manhattan in the City of New York, or if such court does not have jurisdiction, the Supreme Court of the State of New York, New York in County, for the purposes of any suit, action or other proceeding arising out of this Agreement or any transaction contemplated hereby. Each of the parties hereto irrevocably and fully waives the defense of an inconvenient forum to the maintenance of such suit, action or proceeding. Notwithstanding the foregoing, any suit, action or proceeding arising out of or relating to this Agreement and agrees that all claims or any transaction contemplated hereby may be brought in respect a different jurisdiction if (a) the subject matter of the such suit, action or proceeding may is such that any judgment or Order arising therefrom must be heard implemented or enforced solely and determined entirely within such other jurisdiction, and (b) the courts of such other jurisdiction will not recognize, honor or enforce a judgment or Order handed down by any of the courts described in any such courtthe first sentence of this Section 10.14. Each of the parties hereto waives any defense of inconvenient forum to the maintenance 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 10.7 hereof shall be deemed in every respect effective service of process in any such suit, action or proceeding so brought and waives any bond, surety, or other security that might be required of any other party with respect theretoproceeding. Nothing in this Agreement shall affect any right that any party may otherwise have to bring any action or proceeding in the courts of any jurisdiction. Any party hereto may make service on any other party by sending or delivering a copy of the process (i) to the party to be served at the address and in the manner provided for the giving of notices in Section 8.2 above. Nothing in this Section 8.9 however, herein shall affect the right of any party hereto Person to serve legal process in any other manner permitted by law or at equityLaw. Each party of the parties hereto irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement or the transactions contemplated hereby in (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 that a final judgment 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 hereto hereby irrevocably and unconditionally waive trial by jury in any legal action or proceeding so brought shall be conclusive and may be enforced by suit on the judgment relating to this Agreement or in any other manner provided by law or at equityagreement entered into in connection therewith and for any counterclaim with respect thereto. (b) EACH OF THE PARTIES TO THIS AGREEMENT HEREBY AGREES TO WAIVE ITS RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THE DOCUMENTS OR ANY DEALINGS WITH ANY OTHER PARTY RELATING TO THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR THE OTHER DOCUMENTS. THIS WAIVER IS IRREVOCABLE AND MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING (OTHER THAN BY A MUTUAL WRITTEN WAIVER SPECIFICALLY REFERRING TO THIS SECTION 8.9(b) AND EXECUTED BY EACH OF THE PARTIES HERETO). THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THE

Consent to Jurisdiction; Waiver of Jury Trial. (a) Each of the parties hereto Company and each Investor (a) hereby irrevocably submits to the exclusive jurisdiction of any state or federal court the U.S. District Court and other courts of the United States sitting in the City and State of New York, Borough of Manhattan, for the purposes of the City of New York in any suit, action or proceeding arising out of or relating to this Agreement, and (b) hereby waives, and agrees not to assert in any such suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of such court, that the suit, action or proceeding is brought in an inconvenient forum or that the venue of the suit, action or proceeding is improper. Each of the Company and each Investor consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address in effect for notices to it under this Agreement and agrees that all claims in respect such service shall constitute good and sufficient service of the action or proceeding may be heard process and determined in any such court. Each of the parties hereto waives any defense of inconvenient forum to the maintenance of any action or proceeding so brought and waives any bond, surety, or other security that might be required of any other party with respect thereto. Nothing in this Agreement shall affect any right that any party may otherwise have to bring any action or proceeding in the courts of any jurisdiction. Any party hereto may make service on any other party by sending or delivering a copy of the process (i) to the party to be served at the address and in the manner provided for the giving of notices in Section 8.2 abovenotice thereof. Nothing in this Section 8.9 however, 8.2 shall affect the or limit any right of any party hereto to serve legal process in any other manner permitted by law or at equity. Each party hereto agrees that a final judgment in any action or proceeding so brought shall be conclusive and may be enforced by suit on the judgment or in any other manner provided by law or at equityLaw. (b) EACH OF THE PARTIES COMPANY AND EACH INVESTOR HEREBY WAIVES TO THIS AGREEMENT HEREBY AGREES TO WAIVE ITS RIGHTS THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY TRIAL OF IN RESPECT TO ANY CLAIM LITIGATION DIRECTLY OR CAUSE OF ACTION BASED UPON OR INDIRECTLY ARISING OUT OF THE DOCUMENTS OF, UNDER OR ANY DEALINGS IN CONNECTION WITH ANY OTHER PARTY RELATING TO THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR THE OTHER DOCUMENTSTRANSACTIONS CONTEMPLATED HEREBY OR DISPUTES RELATING HERETO. THIS WAIVER IS IRREVOCABLE AND MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING (OTHER THAN BY A MUTUAL WRITTEN WAIVER SPECIFICALLY REFERRING TO THIS SECTION 8.9(b) AND EXECUTED BY EACH OF THE COMPANY AND EACH INVESTOR (I) CERTIFIES THAT 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 AND (II) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO)HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 8.2. THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THE[***] = Certain information has been excluded from this exhibit because it is both not material and would likely cause competitive harm to the company if publicly disclosed.

Consent to Jurisdiction; Waiver of Jury Trial. (a) Each Except as provided in Sections 2.11(c) and 7.14, each of the parties hereto submits Parties irrevocably consents to the exclusive jurisdiction and venue of any state or federal court sitting the Court of Chancery in the Borough State of ManhattanDelaware (or, to the extent that the such Court does not have subject matter jurisdiction, the Superior Court of the City State of New York Delaware) or if it has or can acquire jurisdiction in the United States District Court for the District of Delaware, in each case in connection with any action matter based upon or proceeding arising out of or relating to this Agreement Agreement, the other Transaction Agreements and the consummation of the Transactions, agrees that all claims process may be served upon them in respect any manner authorized by the laws of the State of Delaware for such Person and waives and covenants not to assert or plead any objection which they might otherwise have to such manner of service of process. Each Party and any Person asserting rights as a third-party beneficiary may do so only if he, she or it hereby waives, and shall not assert as a defense in any legal dispute, that: (a) such Person is not personally subject to the jurisdiction of the above named courts for any reason; (b) such Legal Proceeding may not be brought or is not maintainable in such court; (c) such Person’s property is exempt or immune from execution; (d) such Legal Proceeding is brought in an inconvenient forum; or (e) the venue of such Legal Proceeding is improper. Each Party and any Person asserting rights as a third-party beneficiary hereby agrees not to commence or prosecute any such action, claim, cause of action or proceeding may be heard and determined suit other than before one of 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 action, claim, cause of action or suit to any court other than one of the above-named courts, whether on the grounds of inconvenient forum or otherwise. Each Party hereby consents to service of process in any such court. Each proceeding in any manner permitted by Delaware law, and further consents to service of the parties hereto waives any defense of inconvenient forum to the maintenance of any action or proceeding so brought and waives any bond, suretyprocess by nationally recognized overnight courier service guaranteeing overnight delivery, or other security that might be required of any other party with respect theretoby registered or certified mail, return receipt requested, at its address specified pursuant to Section 11.1. Nothing in this Agreement shall affect any right that any party may otherwise have to bring any action or proceeding in Notwithstanding the courts of any jurisdiction. Any party hereto may make service on any other party by sending or delivering a copy of the process (i) to the party to be served at the address and in the manner provided for the giving of notices in Section 8.2 above. Nothing foregoing in this Section 8.9 however11.8, shall affect the right any Party may commence any action, claim, cause of any party hereto to serve legal process in any other manner permitted by law or at equity. Each party hereto agrees that a final judgment in any action or proceeding so brought shall be conclusive and may be enforced suit in a court other than the above-named courts solely for the purpose of enforcing an order or judgment issued by suit on one of the judgment or in any other manner provided by law or at equityabove-named courts. (b) TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW WHICH CANNOT BE WAIVED, EACH OF THE PARTIES AND ANY PERSON ASSERTING RIGHTS AS A THIRD-PARTY BENEFICIARY MAY DO SO ONLY IF HE, SHE OR IT IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT TO TRIAL BY JURY ON ANY CLAIMS OR COUNTERCLAIMS ASSERTED IN ANY LEGAL DISPUTE RELATING TO THIS AGREEMENT HEREBY AGREES AGREEMENT, EACH OTHER TRANSACTION AGREEMENTS AND THE CONSUMMATION OF THE TRANSACTIONS, AND FOR ANY COUNTERCLAIM RELATING THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING. IF THE SUBJECT MATTER OF ANY SUCH LEGAL DISPUTE IS ONE IN WHICH THE WAIVER OF JURY TRIAL IS PROHIBITED, NO PARTY NOR ANY PERSON ASSERTING RIGHTS AS A THIRD-PARTY BENEFICIARY SHALL ASSERT IN SUCH LEGAL DISPUTE A NON-COMPULSORY COUNTERCLAIM ARISING OUT OF OR RELATING TO WAIVE ITS THIS AGREEMENT, THE OTHER TRANSACTION AGREEMENTS AND THE CONSUMMATION OF THE TRANSACTIONS. FURTHERMORE, NO PARTY NOR ANY PERSON ASSERTING RIGHTS AS A THIRD-PARTY BENEFICIARY SHALL SEEK TO CONSOLIDATE ANY SUCH LEGAL DISPUTE WITH A SEPARATE ACTION OR OTHER LEGAL PROCEEDING IN WHICH A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THE DOCUMENTS OR ANY DEALINGS WITH ANY OTHER PARTY RELATING TO THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR THE OTHER DOCUMENTS. THIS WAIVER IS IRREVOCABLE AND MAY NOT CANNOT BE MODIFIED EITHER ORALLY OR IN WRITING (OTHER THAN BY A MUTUAL WRITTEN WAIVER SPECIFICALLY REFERRING TO THIS SECTION 8.9(b) AND EXECUTED BY EACH OF THE PARTIES HERETO). THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THEWAIVED.

Consent to Jurisdiction; Waiver of Jury Trial. (a) Each of the parties hereto submits to the exclusive jurisdiction of any state or federal court sitting in the Borough of Manhattan, of the City of New York in any action or proceeding Any Litigation arising out of or relating to this Agreement or any transaction contemplated by this Agreement shall be brought, tried and determined exclusively in the state courts of the State of Delaware and any state appellate court therefrom within the State of Delaware. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of each such court in any such Litigation, waives any objection it may now or hereafter have to venue or to convenience of forum, agrees that all claims in respect of the action or proceeding may such Litigation shall be heard and determined only in any such court. Each of the parties hereto waives any defense of inconvenient forum to the maintenance of any action or proceeding so brought court and waives any bond, surety, or other security that might be required of any other party with respect thereto. Nothing in this Agreement shall affect any right that any party may otherwise have agrees not to bring any action Litigation arising out of or proceeding in the courts of relating to this Agreement or any jurisdiction. Any party hereto may make service on any other party transaction contemplated by sending or delivering a copy of the process (i) to the party to be served at the address and in the manner provided for the giving of notices in Section 8.2 above. Nothing in this Section 8.9 however, shall affect the right of any party hereto to serve legal process Agreement in any other manner permitted by law or at equity. Each party hereto agrees that a final judgment in any action or proceeding so brought shall be conclusive and may be enforced by suit on the judgment or in any other manner provided by law or at equitycourt. (b) EACH OF THE PARTIES TO PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY AGREES TO WAIVE ITS RIGHTS IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY TRIAL IN RESPECT OF ANY CLAIM LITIGATION DIRECTLY OR CAUSE OF ACTION BASED UPON OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE DOCUMENTS MERGER OR ANY DEALINGS WITH THE OTHER TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY RELATING HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE TRANSACTIONS CONTEMPLATED BY FOREGOING WAIVER, (ii) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (iii) EACH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (iv) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT OR BY, AMONG OTHER THINGS, THE OTHER DOCUMENTS. THIS WAIVER IS IRREVOCABLE MUTUAL WAIVERS AND MAY NOT BE MODIFIED EITHER ORALLY OR CERTIFICATIONS IN WRITING (OTHER THAN BY A MUTUAL WRITTEN WAIVER SPECIFICALLY REFERRING TO THIS SECTION 8.9(b) AND EXECUTED BY EACH OF THE PARTIES HERETO). THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THE9.8.

Consent to Jurisdiction; Waiver of Jury Trial. (a) Each of the parties hereto submits 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 and unconditionally submits, for itself and its property, to the exclusive jurisdiction of any Delaware state court, or federal court of the United States of America, in each case sitting in the Borough of Manhattan, of the City of Wilmington, County of New York Castle, State of Delaware, and any appellate court from any thereof, in any action 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 all claims any claim in respect of the action 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. Each of ; and (iv) waives, to the parties hereto waives any fullest extent permitted by applicable -108- Law, the defense of an inconvenient forum to the maintenance of any action or proceeding so brought and waives any bondsuch action, surety, or other security that might be required of any other party with respect thereto. Nothing in this Agreement shall affect any right that any party may otherwise have to bring any action suit or proceeding in the courts of any jurisdiction. Any party hereto may make service on any other party by sending such Delaware state or delivering a copy of the process (i) to the party to be served at the address and in the manner provided for the giving of notices in Section 8.2 above. Nothing in this Section 8.9 however, shall affect the right of any party hereto to serve legal process in any other manner permitted by law or at equityfederal court. Each party hereto Party agrees that a final judgment in any action such action, suit or proceeding so brought 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 at 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 of Manhattan (and, in each case, the applicable state and federal appeals courts sitting in the City of New York or, if not available or applicable, the State of 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 TO A TRIAL BY JURY IN RESPECT OF THE PARTIES ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT HEREBY AGREES TO WAIVE ITS RIGHTS TO A JURY TRIAL AND ANY OF THE ANCILLARY AGREEMENTS DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS, INCLUDING ANY CLAIM CLAIM, CONTROVERSY, DEMAND, ACTION OR CAUSE OF ACTION BASED UPON AGAINST OR INVOLVING ANY DEBT FINANCING SOURCE ARISING OUT OF THE DOCUMENTS OR ANY DEALINGS WITH ANY OTHER PARTY RELATING TO THE TRANSACTIONS CONTEMPLATED BY 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 DOCUMENTS. PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE EITHER OF SUCH WAIVERS, (B) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVERS, (C) IT MAKES SUCH WAIVERS VOLUNTARILY, AND (D) IT HAS BEEN INDUCED TO ENTER INTO THIS WAIVER IS IRREVOCABLE AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND MAY NOT BE MODIFIED EITHER ORALLY OR CERTIFICATIONS IN WRITING (OTHER THAN BY A MUTUAL WRITTEN WAIVER SPECIFICALLY REFERRING TO THIS SECTION 8.9(b) AND EXECUTED BY EACH OF THE PARTIES HERETO13.10(b). THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THE.

Consent to Jurisdiction; Waiver of Jury Trial. (a) Each Subject to Section 8.14, each of the parties hereto Parties irrevocably submits to the exclusive jurisdiction of any (i) state or federal court sitting courts of the State of New York located in New York County and (ii) the Borough of Manhattan, of Federal courts located in the City of New York, in the State of New York for the purposes of any suit, Action or other proceeding arising out of or relating to this Agreement or any transaction contemplated hereby (and agrees not to commence any Action, suit or proceeding relating hereto except in such courts). Each of the Parties further agrees that service of any action process, summons, notice or document hand delivered or sent by U.S. registered mail to such Party’s respective address set forth in Section 8.4 will be effective service of process for any Action, suit or proceeding in New York with respect to any matters to which it has submitted to jurisdiction as set forth in the immediately preceding sentence. Each of the Parties irrevocably and unconditionally waives any objection to the laying of venue of any Action, suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby in (i) state courts of the State of New York or (ii) the Federal courts located in the City of New York, in the State of New York, and hereby further irrevocably and unconditionally waives and agrees that all claims in respect of the action not to plead or proceeding may be heard and determined claim in any such court. Each of the parties hereto waives court that any defense of inconvenient forum to the maintenance of any action such Action, suit or proceeding so brought and waives any bond, surety, or other security that might be required of any other party with respect thereto. Nothing in this Agreement shall affect any right that any party may otherwise have to bring any action or proceeding in the courts of any jurisdiction. Any party hereto may make service on any other party by sending or delivering a copy of the process (i) to the party to be served at the address and in the manner provided for the giving of notices in Section 8.2 above. Nothing in this Section 8.9 however, shall affect the right of any party hereto to serve legal process in any other manner permitted by law or at equitysuch court has been brought in an inconvenient forum. Each party hereto Notwithstanding the foregoing, each Party agrees that a final judgment in any action Action or proceeding so brought shall be conclusive and may be enforced by suit on the judgment in any jurisdiction or in any other manner provided by law in Law or at in equity. (b) EACH OF THE PARTIES IRREVOCABLY WAIVES ALL RIGHT TO THIS AGREEMENT HEREBY AGREES TO WAIVE ITS RIGHTS TO A TRIAL BY JURY TRIAL OF IN ANY CLAIM ACTION, PROCEEDING OR CAUSE OF ACTION COUNTERCLAIM (WHETHER BASED UPON ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF THE DOCUMENTS OR ANY DEALINGS WITH ANY OTHER PARTY RELATING TO THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR THE OTHER DOCUMENTS. THIS WAIVER IS IRREVOCABLE AND MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING (OTHER THAN BY A MUTUAL WRITTEN WAIVER SPECIFICALLY REFERRING TO THIS SECTION 8.9(b) AND EXECUTED BY EACH ACTIONS OF THE PARTIES HERETO). THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTSIN THE NEGOTIATION, RENEWALSADMINISTRATION, SUPPLEMENTS PERFORMANCE OR MODIFICATIONS TO THEENFORCEMENT HEREOF.

Consent to Jurisdiction; Waiver of Jury Trial. (a) Each of the parties Parties hereto irrevocably submits to the exclusive jurisdiction of the Chancery Court of the State of Delaware and any state appellate court therefrom within the State of Delaware (or, if the Chancery Court of the State of Delaware declines to accept jurisdiction over a particular matter, any state or federal court sitting in within the Borough State of ManhattanDelaware), for the purposes of any Claim arising out of this Agreement or any transaction contemplated hereby. Each of the City Parties hereto irrevocably and unconditionally waives any objection to the laying of New York in venue of any action action, suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby in the Chancery Court of the State of Delaware or any state appellate court therefrom, and hereby further irrevocably and unconditionally waives and agrees that all claims in respect of the action not to plead or proceeding may be heard and determined claim in any such court. Each of the parties hereto waives court that any defense of inconvenient forum to the maintenance of any action such action, suit or proceeding so brought and waives any bond, surety, or other security that might be required of any other party with respect thereto. Nothing in this Agreement shall affect any right that any party may otherwise have to bring any action or proceeding in the courts of any jurisdiction. Any party hereto may make service on any other party by sending or delivering a copy of the process (i) to the party to be served at the address and in the manner provided for the giving of notices in Section 8.2 above. Nothing in this Section 8.9 however, shall affect the right of any party hereto to serve legal process in any other manner permitted by law or at equitysuch court has been brought in an inconvenient forum. Each party hereto agrees that a final judgment in any action or proceeding so brought shall be conclusive and may be enforced by suit on the judgment or in any other manner provided by law or at equity. (b) EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO THIS AGREEMENT HEREBY AGREES TO WAIVE ITS RIGHTS TO A TRIAL BY JURY TRIAL OF IN ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THE DOCUMENTS OR ANY DEALINGS WITH ANY OTHER PARTY RELATING RELATED TO THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR THE OTHER DOCUMENTS. THIS WAIVER IS IRREVOCABLE AND MAY NOT BE MODIFIED EITHER ORALLY TRANSACTIONS CONTEMPLATED HEREBY (INCLUDING ANY CLAIM, CROSS-CLAIM OR CLAIM BY A THIRD PARTY OF ANY KIND OR DESCRIPTION, WHETHER IN LAW OR IN WRITING (OTHER THAN BY A MUTUAL WRITTEN WAIVER SPECIFICALLY REFERRING EQUITY, WHETHER IN CONTRACT OR IN TORT OR OTHERWISE, AGAINST THE DEBT FINANCING SOURCE PARTIES IN ANY WAY RELATING TO THIS SECTION 8.9(b) AND EXECUTED BY EACH AGREEMENT OR ANY OF THE PARTIES HERETO). THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS TRANSACTIONS CONTEMPLATED HEREBY OR MODIFICATIONS TO THETHEREBY.

Consent to Jurisdiction; Waiver of Jury Trial. Any Action based upon, arising out of or related to this Agreement, the other Transaction Documents or the Transactions, shall be brought in the United States District Court for the Southern District of New York or a New York State Court sitting in New York City (a) the “Chosen Courts”), so long as one of such courts shall have subject matter jurisdiction over such Action. Any cause of action arising out of this Agreement or the Transactions shall be deemed to have arisen from a transaction of business in the State of New York. Each of the parties hereto Parties irrevocably submits to the exclusive jurisdiction of the Chosen Courts in any state such Action, waives any objection it may now or federal court sitting hereafter have to personal jurisdiction, venue or to convenience of forum, agrees that all claims in respect of the Action shall be heard and determined only in the Borough of ManhattanChosen Courts, of the City of New York in and agrees not to bring any action or proceeding Action arising out of or relating to this Agreement and agrees that all claims in respect of or the action or proceeding may be heard and determined Transactions in any such other court. Each of the parties hereto waives any defense of inconvenient forum Nothing herein contained shall be deemed to the maintenance of any action or proceeding so brought and waives any bond, surety, or other security that might be required of any other party with respect thereto. Nothing in this Agreement shall affect any right that any party may otherwise have to bring any action or proceeding in the courts of any jurisdiction. Any party hereto may make service on any other party by sending or delivering a copy of the process (i) to the party to be served at the address and in the manner provided for the giving of notices in Section 8.2 above. Nothing in this Section 8.9 however, shall affect the right of any party hereto to serve legal process in any other manner permitted by law Law, or at equity. Each to commence legal proceedings or otherwise proceed against any other party hereto agrees that a final judgment in any action or proceeding so brought shall be conclusive and may be enforced by suit on the judgment or in any other manner provided by law or at equity. (b) jurisdiction, in each case, to enforce judgments obtained in any Action brought pursuant to this Section 9(i). EACH OF THE PARTIES HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO THIS AGREEMENT HEREBY AGREES TO WAIVE ITS RIGHTS TO A TRIAL BY JURY TRIAL OF IN ANY CLAIM OR CAUSE OF ACTION BASED UPON OR UPON, ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE OTHER TRANSACTION DOCUMENTS OR ANY DEALINGS WITH ANY OTHER PARTY RELATING TO THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR THE OTHER DOCUMENTS. THIS WAIVER IS IRREVOCABLE AND MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING (OTHER THAN BY A MUTUAL WRITTEN WAIVER SPECIFICALLY REFERRING TO THIS SECTION 8.9(b) AND EXECUTED BY EACH OF THE PARTIES HERETO). THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THETRANSACTIONS.

Consent to Jurisdiction; Waiver of Jury Trial. (a) Each of the parties hereto Party irrevocably submits to the exclusive jurisdiction of (a) the United States District Court for the District of Delaware, and (b) the State of Delaware Court of Chancery, for the purposes of any state or federal court sitting in the Borough of Manhattan, of the City of New York in any action or proceeding Proceeding arising out of or relating to this Agreement or any of the Transactions. Each Party agrees to commence any such Proceeding either in the United States District Court for the District of Delaware, or if such Proceeding may not be brought in such court for jurisdictional reasons, then in the State of Delaware Court of Chancery and, as may be necessary, the appellate courts thereto. 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 brought within the State of Delaware with respect to any matters to which it has submitted to jurisdiction in this Section 12.12 of this Agreement. Each Party irrevocably and unconditionally waives any objection to the laying of venue of any Proceeding arising out of this Agreement or any of the Transactions in (i) the United States District Court for the District of Delaware, or (ii) the State of Delaware Court of Chancery, and hereby further irrevocably and unconditionally waives and agrees that all claims in respect of the action not to plead or proceeding may be heard and determined claim in any such court. Each of the parties hereto waives any defense of inconvenient forum to the maintenance of any action or proceeding so brought and waives any bond, surety, or other security that might be required of any other party with respect thereto. Nothing in this Agreement shall affect any right court that any party may otherwise have to bring any action or proceeding in the courts of any jurisdiction. Any party hereto may make service on any other party by sending or delivering a copy of the process (i) to the party to be served at the address and in the manner provided for the giving of notices in Section 8.2 above. Nothing in this Section 8.9 however, shall affect the right of any party hereto to serve legal process such Proceeding brought in any other manner permitted by law or at equitysuch court has been brought in an inconvenient forum. Each party hereto agrees that a final judgment in any action or proceeding so brought shall be conclusive and may be enforced by suit on the judgment or in any other manner provided by law or at equity. EACH PARTY HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION (bWHETHER BASED ON CONTRACT, TORT OR OTHERWISE) EACH OF THE PARTIES TO THIS AGREEMENT HEREBY AGREES TO WAIVE ITS RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THE DOCUMENTS OR ANY DEALINGS WITH ANY OTHER PARTY RELATING TO THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR THE OTHER DOCUMENTS. THIS WAIVER IS IRREVOCABLE ACTIONS OF SUCH PARTY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING (OTHER THAN BY A MUTUAL WRITTEN WAIVER SPECIFICALLY REFERRING TO THIS SECTION 8.9(b) AND EXECUTED BY EACH OF THE PARTIES HERETO). THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THEENFORCEMENT HEREOF.

Consent to Jurisdiction; Waiver of Jury Trial. (a) Each of the parties hereto submits to the exclusive jurisdiction of any state or federal court sitting in the Borough of Manhattanhereby irrevocably and unconditionally submits, of the City of New York in any action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby, to the exclusive jurisdiction of any New York State or federal court sitting in New York City and agrees that all claims any appellate court thereof and to the courts of its own corporate domicile in respect of the action or proceeding may be heard and determined in any such court. actions brought against it as defendant (a “Specified Court”). (b) Each of the parties hereto waives any hereby irrevocably waives, to the fullest extent it may effectively do so, the defense of an inconvenient forum to the maintenance of such action or proceeding, the right to object that any Specified Court does not have any jurisdiction over such party, and any right of jurisdiction in such action or proceeding to which it may otherwise be entitled. (c) EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY RIGHTS IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED UPON, OR ARISING OUT OF, THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENT OR ACTIONS OF THE ADMINISTRATIVE AGENT, THE LENDERS OR THE COMPANY RELATING THERETO. (d) The Company hereby irrevocably appoints Gruma Corporation (the “Process Agent”), with an office on the date hereof at 0000 Xxxxxxxxxx Xx., Xxxxxx, XX 00000, Attention: Vice President of Legal Services, or, if service cannot be effectuated on the Process Agent, CT Corporation (the “Alternate Process Agent”), with an office on the date hereof at 000 Xxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, as its agent to receive on behalf of the Company service of the summons and complaint and any other process which may be served in any action or proceeding so brought and waives in any bond, surety, New York state or other security that might federal court sitting in New York City. Such service may be required of any other party with respect thereto. Nothing in this Agreement shall affect any right that any party may otherwise have to bring any action or proceeding in the courts of any jurisdiction. Any party hereto may make service on any other party made by sending mailing or delivering a copy of the such process (i) to the party to be served Company, in care of the Process Agent or the Alternate Process Agent, as applicable, at the address and in the manner provided specified above for the giving Process Agent or the Alternate Process Agent, as applicable, and the Company hereby irrevocably authorizes and directs the Process Agent and the Alternate Process Agent, as applicable, to accept such service on its behalf. Such appointment shall be contained in a notarial instrument that complies with the 1940 Protocol on Uniformity of notices in Section 8.2 above. Nothing in this Section 8.9 however, shall affect Powers of Attorney to be utilized abroad as ratified by the right of any party hereto to serve legal process in any other manner permitted by law or at equity. Each party hereto agrees that a final United States and Mexico. (e) Final judgment in any such action or proceeding so brought shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law or at equitylaw. (b) EACH OF THE PARTIES TO THIS AGREEMENT HEREBY AGREES TO WAIVE ITS RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THE DOCUMENTS OR ANY DEALINGS WITH ANY OTHER PARTY RELATING TO THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR THE OTHER DOCUMENTS. THIS WAIVER IS IRREVOCABLE AND MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING (OTHER THAN BY A MUTUAL WRITTEN WAIVER SPECIFICALLY REFERRING TO THIS SECTION 8.9(b) AND EXECUTED BY EACH OF THE PARTIES HERETO). THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THE

Consent to Jurisdiction; Waiver of Jury Trial. (a) Each of the parties hereto Parties irrevocably submits to the exclusive jurisdiction of any (i) the state or federal court sitting in the Borough of Manhattan, courts of the City State of New York located in the borough of Manhattan in New York City and (ii) the United States District Court for the State of New York (and the appropriate appellate courts therefrom) for the purposes of any suit, action or other proceeding arising out of or relating to this Agreement or any transaction contemplated hereby (and agrees not to commence any suit, action or proceeding relating hereto except in such courts). Each of the Parties further agrees that service of any process, summons, notice or document hand delivered or sent by U.S. registered mail to such Party’s respective address set forth in Section 10.3 of the Purchase Agreement will be effective service of process for any suit, action or proceeding in New York with respect to any matters to which it has submitted to jurisdiction as set forth in the immediately preceding sentence. Each of the Parties irrevocably and unconditionally waives any objection to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby in (i) state courts of the State of New York located in the borough of Manhattan in New York City or (ii) the United States District Court for the State of New York (and the appropriate appellate courts therefrom), and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that all claims in respect of the any such suit, action or proceeding may be heard and determined brought in any such courtcourt has been brought in an inconvenient forum. Each of Notwithstanding the parties hereto waives any defense of inconvenient forum to the maintenance of any action or proceeding so brought and waives any bondforegoing, surety, or other security that might be required of any other party with respect thereto. Nothing in this Agreement shall affect any right that any party may otherwise have to bring any action or proceeding in the courts of any jurisdiction. Any party hereto may make service on any other party by sending or delivering a copy of the process (i) to the party to be served at the address and in the manner provided for the giving of notices in Section 8.2 above. Nothing in this Section 8.9 however, shall affect the right of any party hereto to serve legal process in any other manner permitted by law or at equity. Each party hereto each Party agrees that a final judgment in any suit, action or proceeding so brought shall will be conclusive and may be enforced by suit on the judgment in any jurisdiction or in any other manner provided by in law or at in equity. (b) EACH OF THE PARTIES IRREVOCABLY WAIVES ALL RIGHT TO THIS AGREEMENT HEREBY AGREES TO WAIVE ITS RIGHTS TO A TRIAL BY JURY TRIAL OF IN ANY CLAIM ACTION, PROCEEDING OR CAUSE OF ACTION COUNTERCLAIM (WHETHER BASED UPON ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF THE DOCUMENTS OR ANY DEALINGS WITH ANY OTHER PARTY RELATING TO THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT HEREBY OR THE OTHER DOCUMENTS. THIS WAIVER IS IRREVOCABLE AND MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING (OTHER THAN BY A MUTUAL WRITTEN WAIVER SPECIFICALLY REFERRING TO THIS SECTION 8.9(b) AND EXECUTED BY EACH ACTIONS OF THE PARTIES HERETO). THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTSIN THE NEGOTIATION, RENEWALSADMINISTRATION, SUPPLEMENTS PERFORMANCE OR MODIFICATIONS TO THEENFORCEMENT HEREOF.

Consent to Jurisdiction; Waiver of Jury Trial. (a) Each of the parties party hereto hereby irrevocably and unconditionally (i) submits to the exclusive jurisdiction of any state or federal court sitting in the Borough of Manhattan, of the City of New York for itself and its property in any legal action or proceeding arising out of or relating to this Agreement and agrees that all claims the other Loan Documents to which it is a party, or for recognition and enforcement of any judgment in respect thereof, to the non-exclusive general jurisdiction of the courts of the State of California, the courts of the United States of America for the Southern District of California, and appellate courts from any thereof; (ii) consents that any such action or proceeding may be heard and determined brought in any such court. Each of the parties hereto waives any defense of inconvenient forum to the maintenance of any action or proceeding so brought courts and waives any bond, surety, objection that it may now or other security that might be required hereafter have to the venue of any other party with respect thereto. Nothing in this Agreement shall affect any right that any party may otherwise have to bring any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient forum and agrees not to plead or claim the courts same; (iii) agrees that service of process in any jurisdiction. Any party hereto such action or proceeding may make service on any other party be effected by sending or delivering mailing a copy thereof by registered or certified mail (or any substantially similar form of the process (i) mail), postage prepaid, to the any party to be served at the its address and in the manner provided for the giving of notices set forth in Section 8.2 above. Nothing in this Section 8.9 however, 10.2 hereof; (iv) agrees that nothing herein shall affect the right to effect service of any party hereto to serve legal process in any other manner permitted by law or at equity. Each party hereto agrees that a final judgment shall limit the right to xxx in any other jurisdiction; and (v) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding so brought shall be conclusive and may be enforced by suit on the judgment or referred to in this subsection any other manner provided by law or at equitypunitive damages. (b) THE BORROWER AND EACH OF THE PARTIES LENDER HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT HEREBY AGREES TO WAIVE ITS RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THE DOCUMENTS OR ANY DEALINGS WITH OTHER LOAN DOCUMENT AND FOR ANY OTHER PARTY RELATING TO THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT COUNTERCLAIM HEREIN OR THE OTHER DOCUMENTS. THIS WAIVER IS IRREVOCABLE AND MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING (OTHER THAN BY A MUTUAL WRITTEN WAIVER SPECIFICALLY REFERRING TO THIS SECTION 8.9(b) AND EXECUTED BY EACH OF THE PARTIES HERETO). THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THETHEREIN.

Consent to Jurisdiction; Waiver of Jury Trial. (a) Each of Except as otherwise expressly provided in this Agreement, the parties hereto submits to the exclusive jurisdiction of any state or federal court sitting in the Borough of Manhattan, of the City of New York in agree that any action seeking to enforce any provision of, or proceeding based on any matter arising out of or relating to in connection with, this Agreement or the transactions contemplated hereby shall be brought in the Delaware Court of Chancery, and agrees that all claims in respect each of the action or proceeding may be heard parties hereby irrevocably consents to the jurisdiction of such court (and determined of the appropriate appellate courts therefrom) in any such action and irrevocably waives, to the fullest extent permitted by Applicable Law, any objection that it may now or hereafter have to the laying of the venue of any such action in such court or that any such action which is brought in such court has been brought in an inconvenient forum. Process in any such action may be served on any party anywhere in the world, whether within or without the jurisdiction of such court. Each Without limiting the foregoing, each party agrees that service of the parties hereto waives any defense of inconvenient forum to the maintenance of any action or proceeding so brought and waives any bond, surety, or other security that might be required of any other process on such party with respect thereto. Nothing in this Agreement shall affect any right that any party may otherwise have to bring any action or proceeding in the courts of any jurisdiction. Any party hereto may make service on any other party by sending or delivering a copy of the process (i) to the party to be served at the address and in the manner as provided for the giving of notices in Section 8.2 above. Nothing in this Section 8.9 however, shall affect the right of any party hereto to serve legal process in any other manner permitted by law or at equity. Each party hereto agrees that a final judgment in any action or proceeding so brought 8.7(a) shall be conclusive and may be enforced by suit deemed effective service of process on the judgment or in any other manner provided by law or at equitysuch party. (b) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF THE PARTIES ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT HEREBY AGREES TO WAIVE ITS RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THE DOCUMENTS OR ANY DEALINGS WITH ANY OTHER PARTY RELATING TO THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR THE OTHER DOCUMENTSAGREEMENT. THIS WAIVER IS IRREVOCABLE AND MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING Each party certifies and acknowledges that (OTHER THAN BY A MUTUAL WRITTEN WAIVER SPECIFICALLY REFERRING TO THIS SECTION 8.9(bi) AND EXECUTED BY EACH OF THE PARTIES HERETOno 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 invalidate the foregoing waiver, (ii) each party understands and has considered the implications 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 8.7(b). THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS. (c) In any dispute, RENEWALSwhether resolved by litigation or other dispute resolution mechanism, SUPPLEMENTS OR MODIFICATIONS TO THEarising from or related to this Agreement or the transactions contemplated herein, the substantially prevailing party shall be entitled to recover from the other party (as part of the arbitral award or order) its reasonable attorneys’ fees and other costs of the resolution of such dispute.

Consent to Jurisdiction; Waiver of Jury Trial. (ai) Each of the parties hereto Company and the Investor (a) hereby irrevocably submits to the exclusive jurisdiction of any state or federal court the U.S. District Court and other courts of the United States sitting in the Borough of Manhattan, of the City and County of New York in the State of New York for the purposes of any suit, action or proceeding arising out of or relating to this Agreement, and (b) hereby waives, and agrees not to assert in any such suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of such court, that the suit, action or proceeding is brought in an inconvenient forum or that the venue of the suit, action or proceeding is improper. Each of the Company and the Investor consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address in effect for notices to it under this Agreement and agrees that all claims in respect such service shall constitute good and sufficient service of the action or proceeding may be heard process and determined in any such court. Each of the parties hereto waives any defense of inconvenient forum to the maintenance of any action or proceeding so brought and waives any bond, surety, or other security that might be required of any other party with respect thereto. Nothing in this Agreement shall affect any right that any party may otherwise have to bring any action or proceeding in the courts of any jurisdiction. Any party hereto may make service on any other party by sending or delivering a copy of the process (i) to the party to be served at the address and in the manner provided for the giving of notices in Section 8.2 abovenotice thereof. Nothing in this Section 8.9 however, 11.2 shall affect the or limit any right of any party hereto to serve legal process in any other manner permitted by law or at equity. Each party hereto agrees that a final judgment in any action or proceeding so brought shall be conclusive and may be enforced by suit on the judgment or in any other manner provided by law or at equitylaw. (bii) EACH OF THE PARTIES COMPANY AND THE INVESTOR HEREBY WAIVES TO THIS AGREEMENT HEREBY AGREES TO WAIVE ITS RIGHTS THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY TRIAL OF IN RESPECT TO ANY CLAIM LITIGATION DIRECTLY OR CAUSE OF ACTION BASED UPON OR INDIRECTLY ARISING OUT OF THE DOCUMENTS OF, UNDER OR ANY DEALINGS IN CONNECTION WITH ANY OTHER PARTY RELATING TO THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR THE OTHER DOCUMENTSTRANSACTIONS CONTEMPLATED HEREBY OR DISPUTES RELATING HERETO. THIS WAIVER IS IRREVOCABLE AND MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING (OTHER THAN BY A MUTUAL WRITTEN WAIVER SPECIFICALLY REFERRING TO THIS SECTION 8.9(b) AND EXECUTED BY EACH OF THE PARTIES HERETO). COMPANY AND THE INVESTOR (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF THE OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTY HERETO HAVE BEEN INDUCED TO ENTER INTO THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTSAGREEMENT BY, RENEWALSAMONG OTHER THINGS, SUPPLEMENTS OR MODIFICATIONS TO THETHE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 11.2.

Consent to Jurisdiction; Waiver of Jury Trial. (a) Each With respect to any and all Actions arising directly or indirectly out of or otherwise relating to this Agreement or the transactions contemplated hereby (except as provided in Section 2.7), each of the parties hereto hereto: (i) irrevocably and unconditionally submits and consents to the exclusive jurisdiction of: (A) the Court of any state Chancery of the State of Delaware or, if such Court of Chancery lacks subject matter jurisdiction, the Complex Commercial Division of the Superior Court of the State of Delaware; or federal court sitting (B) in the Borough of Manhattan, event that an Action involves claims exclusively within the jurisdiction of the City federal courts, in the United States District Court for the District of New York in any action or proceeding arising out of or relating Delaware (all such courts, collectively, the “Chosen Courts”), for itself and with respect to this Agreement and its property; (ii) agrees that all claims in respect of the action or proceeding may such Action shall be heard and determined only in any Chosen Court (and the appropriate respective appellate courts therefrom); (iii) agrees that it shall not attempt to deny or defeat such court. Each personal jurisdiction by motion or other request for leave from any Chosen Court; (iv) agrees that, except in connection with any Action brought against a party in another jurisdiction by an independent third Person, it shall not bring any Action directly or indirectly relating to this Agreement or any Table of Contents of the parties hereto transactions contemplated by this Agreement in any forum other than a Chosen Court, except for the purpose of enforcing any award or judgment; and (v) agrees that it will not assert and waives any defense of objection it may have based on inconvenient forum to the maintenance of any action or proceeding so brought and waives any bond, surety, or other security that might be required of any other party with respect theretobrought. Nothing in this Agreement shall affect any right that any party may otherwise have to bring any action or proceeding in the courts of any jurisdiction. Any Each party hereto may make service on any other another party hereto by sending or delivering a copy of the process (i) to the party to be served at the address and in the manner provided for the giving of notices in Section 8.2 above9.4. Nothing in this Section 8.9 9.7, however, shall affect the right of any party hereto person to serve legal process in any other manner permitted by law. For the avoidance of doubt, any claims subject to Section 2.7 shall be finally and conclusively determined in accordance with such Section. (b) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE PURSUANT TO THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY AND ALL RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO (X) ANY LITIGATION BASED UPON, ARISING OUT OF OR OTHERWISE RELATING TO THIS AGREEMENT, THE ESCROW AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. BY THIS AGREEMENT, AND (Y) ANY LITIGATION RELATING TO THE DEBT FINANCING OR INVOLVING A DEBT FINANCING SOURCE. 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) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER; (III) IT MAKES SUCH 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 9.7(b). (c) Notwithstanding anything herein to the contrary, each of the parties hereto agrees (i) that any action of any kind or nature, whether at law or equity, in contract, in tort or otherwise, against the Debt Financing Sources in connection with this Agreement, the Debt Financing or the transactions contemplated hereby or thereby shall be governed by, and construed in accordance with, the Laws of the State of New York, without giving effect to principles or rules of conflict of laws to the extent such principles or rules would require or permit the application of Laws of another jurisdiction, (ii) that any action of any kind or nature, whether at law or equity. Each , in contract, in tort or otherwise, against the Debt Financing Sources in connection with this Agreement, the Debt Financing or the transactions contemplated hereby or thereby shall be subject to the exclusive jurisdiction of any state or federal court sitting in the Borough of Manhattan, New York, New York and any appellate court thereof, and each party hereto agrees submits for itself and its property with respect to any such action to the exclusive jurisdiction of such courts, (iii) not to bring or permit any of its affiliates or representatives to bring or support anyone else in bringing any such action in any other court, (iv) that a final judgment in any such action or proceeding so brought shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law law, (v) that the laws described in the first sub-clause of this Section 9.7(c) shall govern any such action and (vi) to waive and hereby irrevocably waives, to the fullest extent permitted by law, any objection which it may now or at equityhereafter have to the laying of venue of, and the defense of an inconvenient forum to the maintenance of, any such action in any such court. (b) EACH OF THE PARTIES TO THIS AGREEMENT HEREBY AGREES TO WAIVE ITS RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THE DOCUMENTS OR ANY DEALINGS WITH ANY OTHER PARTY RELATING TO THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR THE OTHER DOCUMENTS. THIS WAIVER IS IRREVOCABLE AND MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING (OTHER THAN BY A MUTUAL WRITTEN WAIVER SPECIFICALLY REFERRING TO THIS SECTION 8.9(b) AND EXECUTED BY EACH OF THE PARTIES HERETO). THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THE

Consent to Jurisdiction; Waiver of Jury Trial. (a) Each Except as provided in Section ‎7.13, each of the parties hereto submits Parties irrevocably consents to the exclusive jurisdiction and venue of any state or federal court sitting the Court of Chancery in the Borough State of ManhattanDelaware (or, to the extent that the such Court does not have subject matter jurisdiction, the Superior Court of the City State of New York Delaware or, if it has or can acquire jurisdiction, in the United States District Court for the District of Delaware, in each case in connection with any action matter based upon or proceeding arising out of or relating to this Agreement Agreement, the other Transaction Agreements and the consummation of the Transactions, agrees that all claims process may be served upon them in respect any manner authorized by the laws of the State of Delaware for such Person and waives and covenants not to assert or plead any objection which they might otherwise have to such manner of service of process. Each Party and any Person asserting rights as a third-party beneficiary may do so only if he, she or it hereby waives, and shall not assert as a defense in any legal dispute, that: (a) such Person is not personally subject to the jurisdiction of the above named courts for any reason; (b) such Legal Proceeding may not be brought or is not maintainable in such court; (c) such Person’s property is exempt or immune from execution; (d) such Legal Proceeding is brought in an inconvenient forum; or (e) the venue of such Legal Proceeding is improper. Each Party and any Person asserting rights as a third-party beneficiary hereby agrees not to commence or prosecute any such action, claim, cause of action or proceeding may be heard and determined suit other than before one of 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 action, claim, cause of action or suit to any court other than one of the above-named courts, whether on the grounds of inconvenient forum or otherwise. Each Party hereby consents to service of process in any such court. Each proceeding in any manner permitted by Delaware law, and further consents to service of the parties hereto waives any defense of inconvenient forum to the maintenance of any action or proceeding so brought and waives any bond, suretyprocess by nationally recognized overnight courier service guaranteeing overnight delivery, or other security that might be required of any other party with respect theretoby registered or certified mail, return receipt requested, at its address specified pursuant to Section ‎11.1. Nothing in this Agreement shall affect any right that any party may otherwise have to bring any action or proceeding in Notwithstanding the courts of any jurisdiction. Any party hereto may make service on any other party by sending or delivering a copy of the process (i) to the party to be served at the address and in the manner provided for the giving of notices in Section 8.2 above. Nothing foregoing in this Section 8.9 however‎11.8, shall affect the right any Party may commence any action, claim, cause of any party hereto to serve legal process in any other manner permitted by law or at equity. Each party hereto agrees that a final judgment in any action or proceeding so brought shall be conclusive and may be enforced suit in a court other than the above-named courts solely for the purpose of enforcing an order or judgment issued by suit on one of the judgment or in any other manner provided by law or at equityabove-named courts. (b) TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW WHICH CANNOT BE WAIVED, EACH OF THE PARTIES AND ANY PERSON ASSERTING RIGHTS AS A THIRD-PARTY BENEFICIARY MAY DO SO ONLY IF HE, SHE OR IT IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT TO TRIAL BY JURY ON ANY CLAIMS OR COUNTERCLAIMS ASSERTED IN ANY LEGAL DISPUTE RELATING TO THIS AGREEMENT, EACH OTHER TRANSACTION AGREEMENT HEREBY AGREES AND THE CONSUMMATION OF THE TRANSACTIONS, AND FOR ANY COUNTERCLAIM RELATING THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING. IF THE SUBJECT MATTER OF ANY SUCH LEGAL DISPUTE IS ONE IN WHICH THE WAIVER OF JURY TRIAL IS PROHIBITED, NO PARTY NOR ANY PERSON ASSERTING RIGHTS AS A THIRD-PARTY BENEFICIARY SHALL ASSERT IN SUCH LEGAL DISPUTE A NON-COMPULSORY COUNTERCLAIM ARISING OUT OF OR RELATING TO WAIVE ITS THIS AGREEMENT, THE OTHER TRANSACTION AGREEMENTS AND THE CONSUMMATION OF THE TRANSACTIONS. FURTHERMORE, NO PARTY NOR ANY PERSON ASSERTING RIGHTS AS A THIRD-PARTY BENEFICIARY SHALL SEEK TO CONSOLIDATE ANY SUCH LEGAL DISPUTE WITH A SEPARATE ACTION OR OTHER LEGAL PROCEEDING IN WHICH A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THE DOCUMENTS OR ANY DEALINGS WITH ANY OTHER PARTY RELATING TO THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR THE OTHER DOCUMENTS. THIS WAIVER IS IRREVOCABLE AND MAY NOT CANNOT BE MODIFIED EITHER ORALLY OR IN WRITING (OTHER THAN BY A MUTUAL WRITTEN WAIVER SPECIFICALLY REFERRING TO THIS SECTION 8.9(b) AND EXECUTED BY EACH OF THE PARTIES HERETO). THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THEWAIVED.

Consent to Jurisdiction; Waiver of Jury Trial. (a) Each of the parties hereto submits to the exclusive jurisdiction of any state or federal court sitting in the Borough of Manhattan, of the City of New York in any action or proceeding All actions and proceedings arising out of or relating to this Agreement and agrees that all claims in respect of the action or proceeding may 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 submit to the exclusive jurisdiction of such courts (and, in the case of appeals, appropriate appellate courts therefrom) in any such court. Each of action or proceeding and irrevocably waive the parties hereto waives any defense of an inconvenient forum to the maintenance of any such action or proceeding so brought 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 waives shall have no effect for any bondpurpose except as provided in this paragraph and shall not be deemed to confer rights on any Person other than the parties hereto. To the fullest extent permitted by applicable Law, surety, or other security each of the parties to this Agreement consents to service being made through the notice procedures set forth in Section 4.4 and agrees that might be required service of any other party with respect thereto. Nothing process, summons, notice or document by registered mail (return receipt requested and first-class postage prepaid) to the respective addresses of the parties set forth in this Agreement Section 4.4 shall affect be effective service of process for any right that any party may otherwise have to bring any action suit or proceeding in connection with this Agreement or the courts of any jurisdictiontransactions contemplated by this Agreement. Any party The parties hereto may make service on any other party by sending or delivering a copy of the process (i) to the party to be served at the address and in the manner provided for the giving of notices in Section 8.2 above. Nothing in this Section 8.9 however, shall affect the right of any party hereto to serve legal process in any other manner permitted by law or at equity. Each party hereto agrees agree that a final judgment in any such action or proceeding so brought shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law or at equityapplicable Law. (b) EACH OF THE PARTIES TO THIS AGREEMENT HEREBY AGREES TO WAIVE ITS IRREVOCABLY WAIVES ANY AND ALL RIGHTS TO A TRIAL BY JURY TRIAL OF IN ANY CLAIM OR CAUSE OF ACTION BASED UPON OR LEGAL PROCEEDING ARISING OUT OF THE DOCUMENTS OR ANY DEALINGS WITH ANY OTHER PARTY RELATING TO THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR THE OTHER DOCUMENTS. THIS WAIVER IS IRREVOCABLE AND MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING (OTHER THAN BY A MUTUAL WRITTEN WAIVER SPECIFICALLY REFERRING RELATED TO THIS SECTION 8.9(b) AND EXECUTED BY EACH OF THE PARTIES HERETO). THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THEAGREEMENT.

Consent to Jurisdiction; Waiver of Jury Trial. (a) Each of the parties hereto Party irrevocably submits to the non-exclusive jurisdiction of the U.S. District Court for the District of Delaware or the state courts of Delaware in respect of any state disputes or federal court sitting claims under Section 7.03 (Confidentiality) or with respect to which a party otherwise seeks equitable remedies pursuant to Section 11.03 (Equitable Remedies). 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 Section 11.08 (Notices) above shall be effective service of process for any action, suit or proceeding in Delaware with respect to any matters to which it has submitted to jurisdiction in this Section 11.10. Each Party irrevocably and unconditionally waives any objection to the Borough laying of Manhattanvenue of any action, of the City of New York in any action suit or proceeding arising out of the matters to which it has submitted to jurisdiction in this Section 11.10 in the U.S. District Court for the District of Delaware or relating to this Agreement the state courts of Delaware, and hereby further irrevocably and unconditionally waives and agrees that all claims in respect of the action not to plead or proceeding may be heard and determined claim in any such court. Each of the parties hereto waives court that any defense of inconvenient forum to the maintenance of any action such action, suit or proceeding so brought and waives any bond, surety, or other security that might be required of any other party with respect thereto. Nothing in this Agreement shall affect any right that any party may otherwise have to bring any action or proceeding in the courts of any jurisdiction. Any party hereto may make service on any other party by sending or delivering a copy of the process (i) to the party to be served at the address and in the manner provided for the giving of notices in Section 8.2 above. Nothing in this Section 8.9 however, shall affect the right of any party hereto to serve legal process in any other manner permitted by law or at equity. Each party hereto agrees that a final judgment such court has been brought in any action or proceeding so brought shall be conclusive and may be enforced by suit on the judgment or in any other manner provided by law or at equityan inconvenient forum. (b) EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ALL RIGHTS OF THE PARTIES TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM (WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT HEREBY AGREES TO WAIVE ITS RIGHTS TO A JURY TRIAL OF OR ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THE DOCUMENTS OR ANY DEALINGS WITH ANY OTHER PARTY RELATING TO THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR THE OTHER DOCUMENTS. THIS WAIVER IS IRREVOCABLE AND MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING (OTHER THAN BY A MUTUAL WRITTEN WAIVER SPECIFICALLY REFERRING TO THIS SECTION 8.9(b) AND EXECUTED BY EACH OF THE PARTIES HERETO). THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THEHEREBY.

Consent to Jurisdiction; Waiver of Jury Trial. (a) Each of the parties hereto Company and each Investor (a) hereby irrevocably submits to the exclusive jurisdiction of any state or federal court the U.S. District Court and other courts of the United States sitting in the City and State of New York, Borough of Manhattan, for the purposes of the City of New York in any suit, action or proceeding arising out of or relating to this Agreement, and (b) hereby waives, and agrees not to assert in any such suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of such court, that the suit, action or proceeding is brought in an inconvenient forum or that the venue of the suit, action or proceeding is improper. Each of the Company and each Investor consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address in effect for notices to it under this Agreement and agrees that all claims in respect such service shall constitute good and sufficient service of the action or proceeding may be heard process and determined in any such court. Each of the parties hereto waives any defense of inconvenient forum to the maintenance of any action or proceeding so brought and waives any bond, surety, or other security that might be required of any other party with respect thereto. Nothing in this Agreement shall affect any right that any party may otherwise have to bring any action or proceeding in the courts of any jurisdiction. Any party hereto may make service on any other party by sending or delivering a copy of the process (i) to the party to be served at the address and in the manner provided for the giving of notices in Section 8.2 abovenotice thereof. Nothing in this Section 8.9 however, 7.2 shall affect the or limit any right of any party hereto to serve legal process in any other manner permitted by law or at equity. Each party hereto agrees that a final judgment in any action or proceeding so brought shall be conclusive and may be enforced by suit on the judgment or in any other manner provided by law or at equityLaw. (b) EACH OF THE PARTIES COMPANY AND EACH INVESTOR HEREBY WAIVES TO THIS AGREEMENT HEREBY AGREES TO WAIVE ITS RIGHTS THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY TRIAL OF IN RESPECT TO ANY CLAIM LITIGATION DIRECTLY OR CAUSE OF ACTION BASED UPON OR INDIRECTLY ARISING OUT OF THE DOCUMENTS OF, UNDER OR ANY DEALINGS IN CONNECTION WITH ANY OTHER PARTY RELATING TO THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR THE OTHER DOCUMENTSTRANSACTIONS CONTEMPLATED HEREBY OR DISPUTES RELATING HERETO. THIS WAIVER IS IRREVOCABLE AND MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING (OTHER THAN BY A MUTUAL WRITTEN WAIVER SPECIFICALLY REFERRING TO THIS SECTION 8.9(b) AND EXECUTED BY EACH OF THE COMPANY AND EACH INVESTOR (I) CERTIFIES THAT 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 AND (II) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO)HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 7.2. THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THE[***] = Certain information has been excluded from this exhibit because it is both not material and would likely cause competitive harm to the company if publicly disclosed.

Consent to Jurisdiction; Waiver of Jury Trial. (a) Each of the The parties hereto submits hereby irrevocably submit to the exclusive jurisdiction of any state or federal court sitting in the Borough of Manhattan, courts of the City State of New York in any action or proceeding arising out Delaware and the courts of or relating to this Agreement the United States for the District of Delaware, and agrees that all claims the appellate courts thereof, solely in respect of the interpretation and enforcement of the provisions of this Agreement, and in respect of the transactions contemplated herein, and hereby irrevocably waive, and agree not to assert, as a defense in any action for the interpretation or enforcement hereof or of any such document, that it is not subject thereto, that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), that such action may not be brought or is not maintainable in said courts, that such action is brought in an inconvenient forum or that the venue thereof may not be appropriate or that this Agreement or any such document 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 may shall be heard and determined in such a Delaware state or federal court. The parties hereby consent to and grant any such court. Each court jurisdiction over the person of such parties and over the parties hereto waives any defense subject matter of inconvenient forum to the maintenance such dispute and agree that delivery of any action or proceeding so brought and waives any bond, surety, process or other security that might be required of papers in connection with any other party with respect thereto. Nothing in this Agreement shall affect any right that any party may otherwise have to bring any such action or proceeding in the courts of any jurisdiction. Any party hereto may make service on any other party by sending or delivering a copy of the process (i) to the party to be served at the address and in the manner provided for the giving of notices in Section 8.2 above. Nothing 11.3 hereof or in this Section 8.9 howeversuch other manner as may be permitted by law, shall affect the right of any party hereto to serve legal process in any other manner permitted by law or at equity. Each party hereto agrees that a final judgment in any action or proceeding so brought shall be conclusive valid and may be enforced by suit on the judgment or in any other manner provided by law or at equitysufficient service 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 SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION (WHETHER BASED IN CONTRACT, TORT OR OTHERWISE) BETWEEN THE PARTIES TO THIS AGREEMENT HEREBY AGREES TO WAIVE ITS RIGHTS TO A JURY TRIAL OF ANY CLAIM DIRECTLY OR CAUSE OF ACTION BASED UPON OR INDIRECTLY ARISING OUT OF THE DOCUMENTS OR ANY DEALINGS WITH ANY OTHER PARTY RELATING TO THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR THE OTHER DOCUMENTSTRANSACTIONS CONTEMPLATED IN THIS AGREEMENT. THIS WAIVER IS IRREVOCABLE AND MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING Each Party certifies and acknowledges that (OTHER THAN BY A MUTUAL WRITTEN WAIVER SPECIFICALLY REFERRING TO THIS SECTION 8.9(bi) AND EXECUTED BY EACH OF THE PARTIES HERETO). THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTSno representative, RENEWALSagent or attorney of any other party has represented, SUPPLEMENTS OR MODIFICATIONS TO THEexpressly or otherwise, that such other party would not, in the event of litigation, seek to enforce the foregoing waiver, (ii) such party understands and has considered the implication of this waiver, (iii) such party makes this waiver voluntarily and (iv) such party has been induced to enter into this Agreement by, among other things, the mutual waivers and certifications in this Section.

Consent to Jurisdiction; Waiver of Jury Trial. Each party hereto hereby (ai) Each 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 parties hereto 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 any state or federal court sitting in the Borough of Manhattan, of the City of New York in any action or proceeding arising out of or relating to this Agreement and agrees that all claims in respect of the action or proceeding may be heard and determined in any such court. Each of the parties hereto waives any defense of inconvenient forum to the maintenance of any action or proceeding so brought and waives any bond, surety, or other security that might be required of any other party with respect thereto. Nothing in this Agreement shall affect any right that any party may otherwise have to bring any action or proceeding in the courts of any jurisdiction. Any party hereto may make service on any other party by sending or delivering a copy of the process identified in subsection (i) hereof, (B) irrevocably and unconditionally waives any objection to the laying of venue in any of the courts identified in clause (i) of this paragraph (f), (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 to be served at the address hereto, and (D) agrees that mailing of process or other papers in connection with any such action in the manner provided for the giving of notices herein or in Section 8.2 above. Nothing in this Section 8.9 however, shall affect the right of any party hereto to serve legal process in any such other manner as may be permitted by applicable law or at equityshall be valid and sufficient service thereof. Each party hereto agrees that hereby irrevocably waives, to the fullest extent permitted by applicable law, any right it may have to a final judgment trial by jury in respect of any claim or action directly or proceeding so brought shall be conclusive and may be enforced by suit on the judgment indirectly arising out of, under or in any other manner provided by law connection with this Agreement, the transactions or at equitythe services contemplated hereby. (b) EACH OF THE PARTIES TO THIS AGREEMENT HEREBY AGREES TO WAIVE ITS RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THE DOCUMENTS OR ANY DEALINGS WITH ANY OTHER PARTY RELATING TO THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR THE OTHER DOCUMENTS. THIS WAIVER IS IRREVOCABLE AND MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING (OTHER THAN BY A MUTUAL WRITTEN WAIVER SPECIFICALLY REFERRING TO THIS SECTION 8.9(b) AND EXECUTED BY EACH OF THE PARTIES HERETO). THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THE

Consent to Jurisdiction; Waiver of Jury Trial. (a) Each of the parties hereto submits to the exclusive jurisdiction of any state or federal court sitting in the Borough of Manhattan, of the City of New York in any action or proceeding All actions and proceedings arising out of or relating to this Agreement and agrees that all claims in respect of the action or proceeding may 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 submit to the exclusive jurisdiction of such courts (and, in the case of appeals, appropriate appellate courts therefrom) in any such court. Each of action or proceeding and irrevocably waive the parties hereto waives any defense of an inconvenient forum to the maintenance of any such action or proceeding so brought 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 waives shall have no effect for any bondpurpose except as provided in this paragraph and shall not be deemed to confer rights on any Person other than the parties hereto. To the fullest extent permitted by applicable law, surety, or other security each of the parties to this Agreement consents to service being made through the notice procedures set forth in Section 7.4 and agrees that might be required service of any other party with respect thereto. Nothing process, summons, notice or document by registered mail (return receipt requested and first-class postage prepaid) to the respective addresses of the parties set forth in this Agreement Section 7.4 shall affect be effective service of process for any right that any party may otherwise have to bring any action suit or proceeding in connection with this Agreement or the courts of any jurisdictiontransactions contemplated by this Agreement. Any party The parties hereto may make service on any other party by sending or delivering a copy of the process (i) to the party to be served at the address and in the manner provided for the giving of notices in Section 8.2 above. Nothing in this Section 8.9 however, shall affect the right of any party hereto to serve legal process in any other manner permitted by law or at equity. Each party hereto agrees agree that a final judgment in any such action or proceeding so brought shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law or at equityapplicable law. (b) EACH OF THE PARTIES TO THIS AGREEMENT HEREBY AGREES TO WAIVE ITS IRREVOCABLY WAIVES ANY AND ALL RIGHTS TO A TRIAL BY JURY TRIAL OF IN ANY CLAIM OR CAUSE OF ACTION BASED UPON OR LEGAL PROCEEDING ARISING OUT OF THE DOCUMENTS OR ANY DEALINGS WITH ANY OTHER PARTY RELATING TO THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR THE OTHER DOCUMENTS. THIS WAIVER IS IRREVOCABLE AND MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING (OTHER THAN BY A MUTUAL WRITTEN WAIVER SPECIFICALLY REFERRING RELATED TO THIS SECTION 8.9(b) AND EXECUTED BY EACH OF THE PARTIES HERETO). THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THEAGREEMENT.

Consent to Jurisdiction; Waiver of Jury Trial. (aA) Each Pledgor hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the parties hereto submits to United States District Court of the exclusive jurisdiction Southern District of any New York and state or federal court sitting courts located in the Borough of Manhattan, of the City of Manhattan in New York City, New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Pledge Agreement or any other Loan Document, or for recognition or enforcement of any judgment, and each Pledgor hereby irrevocably and unconditionally agrees that all claims in respect of the any such action or proceeding may be heard and determined in any such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto waives any defense of inconvenient forum to the maintenance of any action or proceeding so brought and waives any bond, surety, or other security that might be required of any other party with respect thereto. Nothing in this Agreement shall affect any right that any party may otherwise have to bring any action or proceeding in the courts of any jurisdiction. Any party hereto may make service on any other party by sending or delivering a copy of the process (i) to the party to be served at the address and in the manner provided for the giving of notices in Section 8.2 above. Nothing in this Section 8.9 however, shall affect the right of any party hereto to serve legal process in any other manner permitted by law or at equity. Each party hereto Pledgor agrees that a final judgment in any such action or proceeding so brought shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law law. Nothing in this Pledge Agreement or at equityany other Loan Document shall affect any right that the Administrative Agent or any Lender may otherwise have to bring any action or proceeding relating to this Pledge Agreement or any other Loan Document against any Pledgor or its properties in the courts of any jurisdiction. (bB) Each Pledgor hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Pledge Agreement or any other Loan Document in any court referred to in Section 16(A). Each Pledgor hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (C) EACH OF PLEDGOR HEREBY WAIVES, TO THE PARTIES TO THIS AGREEMENT HEREBY AGREES TO WAIVE ITS RIGHTS FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY TRIAL OF IN ANY CLAIM LEGAL PROCEEDING DIRECTLY OR CAUSE OF ACTION BASED UPON OR INDIRECTLY ARISING OUT OF THE DOCUMENTS OR RELATING TO THIS PLEDGE AGREEMENT OR ANY DEALINGS WITH OTHER LOAN DOCUMENT (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER PARTY RELATING THEORY). EACH PLEDGOR (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PLEDGOR HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PLEDGOR WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER DOCUMENTS. PLEDGORS HAVE BEEN INDUCED TO ENTER INTO THIS WAIVER IS IRREVOCABLE PLEDGE AGREEMENT AND MAY NOT BE MODIFIED EITHER ORALLY OR THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN WRITING (OTHER THAN BY A MUTUAL WRITTEN WAIVER SPECIFICALLY REFERRING TO THIS SECTION 8.9(b) AND EXECUTED BY EACH OF THE PARTIES HERETO). THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THESECTION.

Consent to Jurisdiction; Waiver of Jury Trial. (a) Each The parties hereto hereby irrevocably submit to the jurisdiction of the courts of the State of New York, County of New York and the federal courts of the United States of America located in the State of New York solely in respect of the interpretation and enforcement of the provisions of this agreement and of the documents referred to in this agreement, and in respect of the transactions contemplated herein, and hereby waive, and agree not to assert, as a defense in any action for the interpretation or enforcement hereof or of any such document, that it is not subject thereto or that such action may not be brought or is not maintainable in said courts or that the venue thereof may not be appropriate or that this agreement or any such document may not be enforced in or by such courts, and the parties hereto submits irrevocably agree that all claims with respect to the exclusive jurisdiction of any such action or proceeding shall be heard and determined in such a New York state or federal court. The parties hereby consent to and grant any such court sitting jurisdiction over the person of such parties and over the subject matter of such dispute and agree that mailing of process or other papers in the Borough of Manhattan, of the City of New York in connection with any such action or proceeding in the manner provided in Section 9.4 hereof or in such other manner as may be permitted by law, shall be valid and sufficient service 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 right such party may have to a trial by jury in respect of any litigation directly or indirectly arising out of or relating to this Agreement and agrees that all claims agreement or the transactions contemplated in respect of the action or proceeding may be heard and determined in any such courtthis agreement. Each of the parties hereto waives any defense of inconvenient forum to the maintenance of any action party certifies and acknowledges that (i) no representative, agent or proceeding so brought and waives any bond, surety, or other security that might be required attorney of any other party with respect thereto. Nothing in this Agreement shall affect any right has represented, expressly or otherwise, that any such other party may otherwise have to bring any action or proceeding would not, in the courts event of any jurisdiction. Any litigation, seek to enforce the foregoing waiver, (ii) each such party hereto may make service on any understands and has considered the implications of this waiver, (iii) each such party makes this waiver voluntarily, and (iv) each such party has been induced to enter into this agreement by, among other party by sending or delivering a copy of things, the process (i) to the party to be served at the address mutual waivers and in the manner provided for the giving of notices in Section 8.2 above. Nothing certifications in this Section 8.9 however, shall affect the right of any party hereto to serve legal process in any other manner permitted by law or at equity. Each party hereto agrees that a final judgment in any action or proceeding so brought shall be conclusive and may be enforced by suit on the judgment or in any other manner provided by law or at equity9.6. (b) EACH OF THE PARTIES TO THIS AGREEMENT HEREBY AGREES TO WAIVE ITS RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THE DOCUMENTS OR ANY DEALINGS WITH ANY OTHER PARTY RELATING TO THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR THE OTHER DOCUMENTS. THIS WAIVER IS IRREVOCABLE AND MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING (OTHER THAN BY A MUTUAL WRITTEN WAIVER SPECIFICALLY REFERRING TO THIS SECTION 8.9(b) AND EXECUTED BY EACH OF THE PARTIES HERETO). THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THE

Consent to Jurisdiction; Waiver of Jury Trial. (a) Each of the parties hereto submits Party hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of any Delaware state court, or federal court of the United States of America, in each case sitting in the Borough of Manhattan, of the City of Wilmington, County of New York Castle, State of Delaware, and any appellate court from any thereof, in any action 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 all claims any claim in respect of the action 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. Each of ; and (iv) waives, to the parties hereto waives any fullest extent permitted by applicable Law, the defense of an inconvenient forum to the maintenance of any action or proceeding so brought and waives any bondsuch action, surety, or other security that might be required of any other party with respect thereto. Nothing in this Agreement shall affect any right that any party may otherwise have to bring any action suit or proceeding in the courts of any jurisdiction. Any party hereto may make service on any other party by sending such Delaware state or delivering a copy of the process (i) to the party to be served at the address and in the manner provided for the giving of notices in Section 8.2 above. Nothing in this Section 8.9 however, shall affect the right of any party hereto to serve legal process in any other manner permitted by law or at equityfederal court. Each party hereto Party agrees that a final judgment in any action such action, suit or proceeding so brought shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law or at equityapplicable 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. (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 TO A TRIAL BY JURY IN RESPECT OF THE PARTIES ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT HEREBY AGREES TO WAIVE ITS RIGHTS TO A JURY TRIAL OF AND ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THE DOCUMENTS ANCILLARY AGREEMENTS DELIVERED IN CONNECTION HEREWITH OR ANY DEALINGS WITH THE TRANSACTIONS. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY RELATING HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE EITHER OF SUCH WAIVERS, (B) IT UNDERSTANDS AND HAS CONSIDERED THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR THE OTHER DOCUMENTS. THIS WAIVER IS IRREVOCABLE AND MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING (OTHER THAN BY A MUTUAL WRITTEN WAIVER SPECIFICALLY REFERRING TO THIS SECTION 8.9(b) AND EXECUTED BY EACH IMPLICATIONS OF THE PARTIES HERETO). THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THESUCH WAIVERS,

Consent to Jurisdiction; Waiver of Jury Trial. (a) Each of the parties hereto submits Parties irrevocably consents to the exclusive jurisdiction and venue of any state or federal court sitting the courts of the Court of Chancery in the Borough State of ManhattanDelaware or to the extent that such Court does not have subject matter jurisdiction, the Superior Court of the City State of New York Delaware or, if it has or can acquire jurisdiction, in the United States District Court for the District of Delaware, in each case in connection with any action matter based upon or proceeding arising out of or relating to this Agreement Agreement, the other Transaction Agreements and the consummation of the Transactions, agrees that all claims process may be served upon them in respect any manner authorized by the laws of the State of Delaware for such Person and waives and covenants not to assert or plead any objection which they might otherwise have to such manner of service of process. Each Party and any Person asserting rights as a third-party beneficiary may do so only if he, she or it hereby waives, and shall not assert as a defense in any legal dispute, that: (i) such Person is not personally subject to the jurisdiction of the above named courts for any reason; (ii) such Legal Proceeding may not be brought or is not maintainable in such court; (iii) such Person’s property is exempt or immune from execution; (iv) such Legal Proceeding is brought in an inconvenient forum; or (v) the venue of such Legal Proceeding is improper. Each Party and any Person asserting rights as a third-party beneficiary hereby agrees not to commence or prosecute any such action, claim, cause of action or proceeding may be heard and determined suit other than before one of 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 action, claim, cause of action or suit to any court other than one of the above-named courts, whether on the grounds of inconvenient forum or otherwise. Each Party hereby consents to service of process in any such court. Each of the parties hereto waives any defense of inconvenient forum to the maintenance of any action or proceeding so brought and waives any bond, surety, or other security that might be required of any other party with respect thereto. Nothing in this Agreement shall affect any right that any party may otherwise have to bring any action or proceeding in the courts of any jurisdiction. Any party hereto may make service on any other party by sending or delivering a copy of the process (i) to the party to be served at the address and in the manner provided for the giving of notices in Section 8.2 above. Nothing in this Section 8.9 however, shall affect the right of any party hereto to serve legal process in any other manner permitted by law Delaware law, and further consents to service of process by nationally recognized overnight courier service guaranteeing overnight delivery, or by registered or certified mail, return receipt requested, at equityits address specified pursuant to ‎Section 11.01. Each party hereto agrees that a final judgment Notwithstanding the foregoing in this ‎Section 11.08, any Party may commence any action, claim, cause of action or proceeding so brought shall be conclusive and may be enforced suit in a court other than the above-named courts solely for the purpose of enforcing an order or judgment issued by suit on one of the judgment or in any other manner provided by law or at equityabove-named courts. (b) TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW WHICH CANNOT BE WAIVED, EACH OF THE PARTIES AND ANY PERSON ASSERTING RIGHTS AS A THIRD-PARTY BENEFICIARY MAY DO SO ONLY IF HE, SHE OR IT IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT TO TRIAL BY JURY ON ANY CLAIMS OR COUNTERCLAIMS ASSERTED IN ANY LEGAL DISPUTE RELATING TO THIS AGREEMENT HEREBY AGREES AGREEMENT, EACH OTHER TRANSACTION AGREEMENTS AND THE CONSUMMATION OF THE TRANSACTIONS, AND FOR ANY COUNTERCLAIM RELATING THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING. IF THE SUBJECT MATTER OF ANY SUCH LEGAL DISPUTE IS ONE IN WHICH THE WAIVER OF JURY TRIAL IS PROHIBITED, NO PARTY NOR ANY PERSON ASSERTING RIGHTS AS A THIRD-PARTY BENEFICIARY SHALL ASSERT IN SUCH LEGAL DISPUTE A NONCOMPULSORY COUNTERCLAIM ARISING OUT OF OR RELATING TO WAIVE ITS THIS AGREEMENT, THE OTHER TRANSACTION AGREEMENTS AND THE CONSUMMATION OF THE TRANSACTIONS. FURTHERMORE, NO PARTY NOR ANY PERSON ASSERTING RIGHTS AS A THIRD-PARTY BENEFICIARY SHALL SEEK TO CONSOLIDATE ANY SUCH LEGAL DISPUTE WITH A SEPARATE ACTION OR OTHER LEGAL PROCEEDING IN WHICH A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THE DOCUMENTS OR ANY DEALINGS WITH ANY OTHER PARTY RELATING TO THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR THE OTHER DOCUMENTS. THIS WAIVER IS IRREVOCABLE AND MAY NOT CANNOT BE MODIFIED EITHER ORALLY OR IN WRITING (OTHER THAN BY A MUTUAL WRITTEN WAIVER SPECIFICALLY REFERRING TO THIS SECTION 8.9(b) AND EXECUTED BY EACH OF THE PARTIES HERETO). THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THEWAIVED.

Consent to Jurisdiction; Waiver of Jury Trial. (a) Each of the parties hereto submits to the exclusive jurisdiction of any state or federal court sitting in the Borough of Manhattan, of the City of New York in any action or proceeding All actions and proceedings arising out of or relating to this Agreement and agrees that all claims in respect of the action or proceeding may shall be heard and determined in the Court of Chancery 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 submit to the exclusive jurisdiction of such courts (and, in the case of appeals, appropriate appellate courts therefrom) in any such court. Each of action or proceeding and irrevocably waive the parties hereto waives any defense of an inconvenient forum to the maintenance of any such action or proceeding so brought 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 waives shall have no effect for any bondpurpose except as provided in this paragraph and shall not be deemed to confer rights on any Person other than the parties hereto. To the fullest extent permitted by applicable Law, surety, or other security each of the parties to this Agreement consents to service being made through the notice procedures set forth in Section 7.5 and agrees that might be required service of any other party with respect thereto. Nothing process, summons, notice or document by registered mail (return receipt requested and first-class postage prepaid) to the respective addresses of the parties set forth in this Agreement Section 7.5 shall affect be effective service of process for any right that any party may otherwise have to bring any action suit or proceeding in connection with this Agreement or the courts of any jurisdictiontransactions contemplated by this Agreement. Any party The parties hereto may make service on any other party by sending or delivering a copy of the process (i) to the party to be served at the address and in the manner provided for the giving of notices in Section 8.2 above. Nothing in this Section 8.9 however, shall affect the right of any party hereto to serve legal process in any other manner permitted by law or at equity. Each party hereto agrees agree that a final judgment in any such action or proceeding so brought shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law or at equityapplicable Law. (b) EACH OF THE PARTIES TO THIS AGREEMENT HEREBY AGREES TO WAIVE ITS IRREVOCABLY WAIVES ANY AND ALL RIGHTS TO A TRIAL BY JURY TRIAL OF IN ANY CLAIM OR CAUSE OF ACTION BASED UPON OR LEGAL PROCEEDING ARISING OUT OF THE DOCUMENTS OR ANY DEALINGS WITH ANY OTHER PARTY RELATING TO THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR THE OTHER DOCUMENTS. THIS WAIVER IS IRREVOCABLE AND MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING (OTHER THAN BY A MUTUAL WRITTEN WAIVER SPECIFICALLY REFERRING RELATED TO THIS SECTION 8.9(b) AND EXECUTED BY EACH OF THE PARTIES HERETO). THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THEAGREEMENT.

Consent to Jurisdiction; Waiver of Jury Trial. (a) Each of the parties hereto The Company and each Member (i) irrevocably submits to the exclusive jurisdiction of the Chancery Court of the State of Delaware and the United States District Court for the District of Delaware (and the appropriate appellate courts), for the purposes of any state suit, action or federal court sitting other proceeding arising out of this Agreement and (ii) agrees to commence any such action, suit or proceeding either in the Borough United States District Court for the District of ManhattanDelaware or if such suit, action or other proceeding may not be brought in such court for jurisdictional reasons, in the Chancery Court of the City State of New York Delaware. Notwithstanding the foregoing, any party hereto may commence an action, suit or proceeding with any governmental body anywhere in the world for the sole purpose of seeking recognition and enforcement of a judgment of any action court referred to in the first sentence of this Section 12.7(a). The Company and each Member further (x) agrees that service of any process, summons, notice or document by U.S. registered mail to such party’s respective address set forth on the Member List (or in the case of the Company, at the Company’s principal office in Delaware) shall be effective service of process for any action, suit or proceeding in Delaware with respect to any matters to which it has submitted to jurisdiction in this Section 12.7(a) and (y) irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of or relating to this Agreement in (A) the Chancery Court of the State of Delaware, or (B) the United States District Court for the District of Delaware, and hereby further irrevocably and unconditionally waives and agrees that all claims in respect of the action not to plead or proceeding may be heard and determined claim in any such court. Each of the parties hereto waives court that any defense of inconvenient forum to the maintenance of any action such action, suit or proceeding so brought and waives any bond, surety, or other security that might be required of any other party with respect thereto. Nothing in this Agreement shall affect any right that any party may otherwise have to bring any action or proceeding in the courts of any jurisdiction. Any party hereto may make service on any other party by sending or delivering a copy of the process (i) to the party to be served at the address and in the manner provided for the giving of notices in Section 8.2 above. Nothing in this Section 8.9 however, shall affect the right of any party hereto to serve legal process in any other manner permitted by law or at equity. Each party hereto agrees that a final judgment such court has been brought in any action or proceeding so brought shall be conclusive and may be enforced by suit on the judgment or in any other manner provided by law or at equityan inconvenient forum. (b) THE COMPANY AND EACH OF MEMBER XXXXXX XXXXXX, TO THE PARTIES TO THIS AGREEMENT HEREBY AGREES TO WAIVE ITS RIGHTS FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY TRIAL OF IN ANY CLAIM LITIGATION DIRECTLY OR CAUSE OF ACTION BASED UPON OR INDIRECTLY ARISING OUT OF, INVOLVING OR OTHERWISE IN RESPECT OF THE DOCUMENTS OR ANY DEALINGS WITH ANY OTHER PARTY RELATING TO THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR SUCH MEMBER’S OWNERSHIP OF COMPANY COMMON STOCK OR CLASS C/D COMMON STOCK. THE COMPANY AND EACH MEMBER (i) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF THE COMPANY OR ANY MEMBER HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT THE COMPANY OR SUCH MEMBER WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (ii) ACKNOWLEDGES THAT THE COMPANY AND EACH MEMBER HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER DOCUMENTS. THIS WAIVER IS IRREVOCABLE THINGS, THE MUTUAL WAIVERS AND MAY NOT BE MODIFIED EITHER ORALLY OR CERTIFICATIONS IN WRITING (OTHER THAN BY A MUTUAL WRITTEN WAIVER SPECIFICALLY REFERRING TO THIS SECTION 8.9(b) AND EXECUTED BY EACH OF THE PARTIES HERETO12.7(b). THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THE.

Consent to Jurisdiction; Waiver of Jury Trial. (a) Each of the parties hereto submits Loan Parties hereby irrevocably consents to the non-exclusive jurisdiction of any state New York State or federal court sitting in the Borough of Manhattan, of the The City of New York in over any suit, action or proceeding arising out of or relating to this Agreement Agreement, waives personal service of any and agrees all process upon it and consents that all claims such service of process be made by certified or registered mail directed to the Loan Parties at the addresses referred to in respect of the action or proceeding may Section 23 hereof and service so made shall be heard and determined in any such courtdeemed to be completed upon actual receipt thereof. Each of the parties hereto Loan Parties waives any defense of inconvenient forum objection to the maintenance jurisdiction and venue of any action instituted against it as provided herein and agrees not to assert any defense based on lack of jurisdiction or proceeding so brought and waives any bondvenue, surety, or other security that might be required of any other party with respect thereto. Nothing in this Agreement shall affect any right that any party may otherwise have to bring any action or proceeding in the courts of any jurisdiction. Any party hereto may make service on any other party by sending or delivering a copy of the process (i) to the party to be served at the address and in the manner provided for the giving of notices in Section 8.2 above. Nothing in this Section 8.9 however, shall affect the right of any party hereto to serve legal process in any other manner permitted by law or at equity. Each party hereto agrees that a final judgment in any action or proceeding so brought shall be conclusive and may be enforced by suit on the judgment or in any other manner provided by law or at equity. (b) AND EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT HEREBY AGREES TO WAIVE ITS RIGHTS TO A JURY TRIAL (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY CLAIM OTHER PERSON HAS REPRESENTED, EXPRESSLY OR CAUSE OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF ACTION BASED UPON OR ARISING OUT OF LITIGATION, SEEK TO ENFORCE THE DOCUMENTS OR ANY DEALINGS WITH ANY OTHER PARTY RELATING FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT THIS WAIVER CONSTITUTES A MATERIAL INDUCEMENT FOR THE PURCHASERS TO THE TRANSACTIONS CONTEMPLATED BY ACCEPT THIS AGREEMENT OR AND PURCHASE THE OTHER DOCUMENTS. THIS WAIVER IS IRREVOCABLE AND MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING (OTHER THAN BY A MUTUAL WRITTEN WAIVER SPECIFICALLY REFERRING TO THIS SECTION 8.9(b) AND EXECUTED BY EACH OF THE PARTIES HERETO). THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THENOTES.

Consent to Jurisdiction; Waiver of Jury Trial. (a) Each of the The parties hereto submits hereby agree and consent to be subject to the exclusive jurisdiction of the Court of 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 courts, and hereby waive the right to assert the lack of personal or federal court sitting subject matter jurisdiction or improper venue in the Borough of Manhattanconnection with any such suit, action or other proceeding. In furtherance of the City foregoing, each of New York in the parties hereto (a) waives the defense of inconvenient forum, (b) agrees not to commence any suit, action or other proceeding arising out of or relating to this Agreement and agrees that all claims in respect of the action or proceeding may be heard and determined any transactions contemplated hereby other than in any such court. Each of the parties hereto waives , and (c) agrees that a final judgment in any defense of inconvenient forum to the maintenance of any such suit, action or other proceeding so brought shall be conclusive and waives any bond, surety, may be enforced in other jurisdictions by suit or other security that might be required of judgment or in any other party with respect theretomanner provided by law. Nothing in this Agreement herein contained shall affect any right that any party may otherwise have be deemed to bring any action or proceeding in the courts of any jurisdiction. Any party hereto may make service on any other party by sending or delivering a copy of the process (i) to the party to be served at the address and in the manner provided for the giving of notices in Section 8.2 above. Nothing in this Section 8.9 however, shall affect the right of any party hereto to serve legal process in any other manner permitted by law or at equityto 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 EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION BASED UPON, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. Without limiting the foregoing, each party hereto hereby agrees that a final judgment service of process upon such party in any action or proceeding so brought contemplated by this Section 7.8 shall be conclusive and may be enforced by suit on the judgment or effective if notice is given in any other manner provided by law or at equityaccordance with Section 7.2. (b) EACH OF THE PARTIES TO THIS AGREEMENT HEREBY AGREES TO WAIVE ITS RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THE DOCUMENTS OR ANY DEALINGS WITH ANY OTHER PARTY RELATING TO THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR THE OTHER DOCUMENTS. THIS WAIVER IS IRREVOCABLE AND MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING (OTHER THAN BY A MUTUAL WRITTEN WAIVER SPECIFICALLY REFERRING TO THIS SECTION 8.9(b) AND EXECUTED BY EACH OF THE PARTIES HERETO). THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THE

Consent to Jurisdiction; Waiver of Jury Trial. (a) Each of the parties hereto Party irrevocably submits to the exclusive jurisdiction of any state or federal court sitting in (a) the Borough State of ManhattanDelaware, and (b) the United States District Court for the District of Delaware, for the City purposes of New York in any action or proceeding arising out of or relating to this Agreement or any transaction contemplated hereby. Each Party agrees to commence any such action either in the United States District Court for the District of Delaware or if such action may not be brought in such court for jurisdictional reasons, in the state chancery courts of the State of Delaware. 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 action in the State of Delaware with respect to any matters to which it has submitted to jurisdiction in this Section 9.6. Each Party irrevocably and unconditionally waives any objection to the laying of venue of any action arising out of this Agreement or the transactions contemplated hereby in the State of Delaware, and hereby further irrevocably and unconditionally waives and agrees that all claims in respect of the action not to plead or proceeding may be heard and determined claim in any such court. Each of the parties hereto waives any defense of inconvenient forum to the maintenance of any action or proceeding so brought and waives any bond, surety, or other security that might be required of any other party with respect thereto. Nothing in this Agreement shall affect any right court that any party may otherwise have to bring any such action or proceeding in the courts of any jurisdiction. Any party hereto may make service on any other party by sending or delivering a copy of the process (i) to the party to be served at the address and in the manner provided for the giving of notices in Section 8.2 above. Nothing in this Section 8.9 however, shall affect the right of any party hereto to serve legal process brought in any other manner permitted by law or at equitysuch court has been brought in an inconvenient forum. Each party hereto agrees that a final judgment in any action or proceeding so brought shall be conclusive and may be enforced by suit on the judgment or in any other manner provided by law or at equity. EACH PARTY HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION (bWHETHER BASED ON CONTRACT, TORT OR OTHERWISE) EACH OF THE PARTIES TO THIS AGREEMENT HEREBY AGREES TO WAIVE ITS RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THE DOCUMENTS OR ANY DEALINGS WITH ANY OTHER PARTY RELATING TO THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR THE OTHER DOCUMENTS. THIS WAIVER IS IRREVOCABLE ACTIONS OF SUCH PARTY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING (OTHER THAN BY A MUTUAL WRITTEN WAIVER SPECIFICALLY REFERRING TO THIS SECTION 8.9(b) ENFORCEMENT HEREOF AND EXECUTED BY EACH OF THE PARTIES HERETO). THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THETHEREOF.

Consent to Jurisdiction; Waiver of Jury Trial. (aA) Each of the parties hereto submits Pledgor hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of any state or federal court the Supreme Court of the State of New York sitting in the New York County, Borough of Manhattan, and of the City United States District Court of the Southern District of New York York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement Pledge Agreement, or for recognition or enforcement of any judgment, and each Pledgor hereby irrevocably and unconditionally agrees that all claims in respect of the any such action or proceeding may be heard and determined in any such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto waives any defense of inconvenient forum to the maintenance of any action or proceeding so brought and waives any bond, surety, or other security that might be required of any other party with respect thereto. Nothing in this Agreement shall affect any right that any party may otherwise have to bring any action or proceeding in the courts of any jurisdiction. Any party hereto may make service on any other party by sending or delivering a copy of the process (i) to the party to be served at the address and in the manner provided for the giving of notices in Section 8.2 above. Nothing in this Section 8.9 however, shall affect the right of any party hereto to serve legal process in any other manner permitted by law or at equity. Each party hereto Pledgor agrees that a final judgment in any such action or proceeding so brought shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law law. Nothing in this Pledge Agreement shall affect any right that the Collateral Agent may otherwise have to bring any action or at equityproceeding relating to this Pledge Agreement against any Pledgor or its properties in the courts of any jurisdiction. (bB) EACH OF THE PARTIES TO THIS AGREEMENT HEREBY AGREES TO WAIVE ITS RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THE DOCUMENTS OR ANY DEALINGS WITH ANY OTHER PARTY RELATING TO THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR THE OTHER DOCUMENTSEach Pledgor hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Pledge Agreement in any court referred to in paragraph (a) of this Section. THIS WAIVER IS IRREVOCABLE AND MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING Each Pledgor hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (OTHER THAN BY A MUTUAL WRITTEN WAIVER SPECIFICALLY REFERRING TO THIS SECTION 8.9(bC) AND EXECUTED BY EACH OF THE PARTIES HERETOEach party to this Pledge Agreement irrevocably consents to service of process in the manner provided for notices in Section 21 of this Pledge Agreement, and each of the Pledgors hereby appoints the Company as its agent for service of process. Nothing in this Pledge Agreement will affect the right of any party to this Pledge Agreement to serve process in any other manner permitted by law. (D) Each Pledgor hereby waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury in any legal proceeding directly or indirectly arising out of this Pledge Agreement (whether based on contract, tort or any other theory). THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTSEach Pledgor (i) certifies that no representative, RENEWALSagent or attorney of any other Pledgor has represented, SUPPLEMENTS OR MODIFICATIONS TO THEexpressly or otherwise, that such other Pledgor would not, in the event of litigation, seek to enforce the foregoing waiver and (ii) acknowledges that it and the other pledgors have been induced to enter into this Pledge Agreement by, among other things, the mutual waivers and certifications in this Section.

Consent to Jurisdiction; Waiver of Jury Trial. (a) Each of the parties hereto submits (i) consents to submit itself to the exclusive personal jurisdiction of any federal court located in the State of Delaware or any Delaware state court in the event any dispute arises out of this Agreement or any of the transactions contemplated by this Agreement; (ii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; and (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 a federal court sitting in the Borough State of Manhattan, of the City of New York in any action Delaware or proceeding arising out of or relating to this Agreement and agrees that all claims in respect of the action or proceeding may be heard and determined in any such a Delaware state court. Each of the parties hereto waives any defense of inconvenient forum to the maintenance of any action or proceeding so brought and waives any bond, surety, or other security that might be required of any other party with respect thereto. Nothing in this Agreement shall affect any right that any party may otherwise have to bring any action or proceeding in the courts of any jurisdiction. Any party hereto may make service on any other party by sending or delivering a copy of the process (i) to the party to be served at the address and in the manner provided for the giving of notices in Section 8.2 above. Nothing in this Section 8.9 however, shall affect the right of any party hereto to serve legal process in any other manner permitted by law or at equity. Each party hereto agrees that a final judgment in any action or proceeding so brought shall be conclusive and may be enforced by suit on the judgment or in any other manner provided by law or at equity. (b) EACH OF THE PARTIES TO PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY AGREES TO WAIVE ITS RIGHTS IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY TRIAL IN RESPECT OF ANY CLAIM ACTION, SUIT OR CAUSE OF ACTION BASED UPON PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF THE DOCUMENTS OR ANY DEALINGS WITH ANY OTHER PARTY RELATING TO THIS AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AGREEMENT. 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 OTHER DOCUMENTS. EVENT OF SUCH ACTION, SUIT OR PROCEEDING, SEEK TO ENFORCE THE FOREGOING WAIVER, (ii) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (iii) EACH PARTY MAKES THIS WAIVER IS IRREVOCABLE VOLUNTARILY, AND MAY NOT BE MODIFIED EITHER ORALLY OR (iv) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN WRITING (OTHER THAN BY A MUTUAL WRITTEN WAIVER SPECIFICALLY REFERRING TO THIS SECTION 8.9(b) AND EXECUTED BY EACH OF THE PARTIES HERETO). THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THE8.12.

Consent to Jurisdiction; Waiver of Jury Trial. (a) Each of the parties hereto submits irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of any state or federal court sitting in the Borough Court of Manhattan, Chancery of the City State of New York Delaware located in Dover, Delaware (and any action appellate court thereof), or proceeding if such court does not have (or declines to accept) jurisdiction, the United States District Court for the District of Delaware located in Wilmington, Delaware (and any appellate court thereof) for the purposes of any Action arising out of or relating to this Agreement or any transaction contemplated hereby, or for recognition or enforcement of any judgment, and agrees that all claims in respect of the action or proceeding may any such Action shall be heard and determined in the Court of Chancery of the State of Delaware located in Dover, Delaware (and any appellate court thereof), or if such courtcourt does not have (or declines to accept) jurisdiction, the United States District Court for the District of Delaware located in Wilmington, Delaware (and any appellate court thereof). Each of the parties hereto irrevocably and unconditionally and fully waives any the defense of an inconvenient forum to the maintenance of any action or proceeding so brought and waives any bond, surety, or other security such Action. Each of the parties hereto further agrees that might be required service of any other party with process, summons, notice or document to such party’s respective address listed above in one of the manners set forth in Section 5.6 hereof shall be deemed in every respect theretoeffective service of process in any such Action. Nothing in this Agreement shall affect any right that any party may otherwise have to bring any action or proceeding in the courts of any jurisdiction. Any party hereto may make service on any other party by sending or delivering a copy of the process (i) to the party to be served at the address and in the manner provided for the giving of notices in Section 8.2 above. Nothing in this Section 8.9 however, herein shall affect the right of any party hereto Person to serve legal process in any other manner permitted by law or at equityLaw. Each party of the parties hereto irrevocably and unconditionally waives (x) to the fullest extent permitted by Law any objection to the laying of venue of any Action arising out of this Agreement or the transactions contemplated hereby in (A) the Court of Chancery of the State of Delaware located in Dover, Delaware (and any appellate court thereof) or (B) the United States District Court for the District of Delaware located in Wilmington, Delaware (and any appellate court thereof), (y) waives to the fullest extent permitted by Law and agrees not to plead or claim in any such court that any such Action brought in any such court has been brought in an inconvenient forum and (z) agrees that a final judgment in any action or proceeding so brought such Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law or at equityLaw. (b) EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TO THIS AGREEMENT HEREBY AGREES TO WAIVE ITS RIGHTS THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY TRIAL OF IN ANY CLAIM ACTION DIRECTLY OR CAUSE OF ACTION BASED UPON OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THE NEGOTIATION, EXECUTION, PERFORMANCE, AND ENFORCEMENT OF THE DOCUMENTS OR ANY DEALINGS WITH ANY OTHER PARTY RELATING TO THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR THE ANY OTHER DOCUMENTSAGREEMENT ENTERED INTO IN CONNECTION HEREWITH AND FOR ANY COUNTERCLAIM WITH RESPECT THERETO. THIS WAIVER IS IRREVOCABLE AND MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING (OTHER THAN BY A MUTUAL WRITTEN WAIVER SPECIFICALLY REFERRING TO THIS SECTION 8.9(b) AND EXECUTED BY EACH OF THE PARTIES HERETOHERETO (i) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (ii) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.12(b). THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THE.

Consent to Jurisdiction; Waiver of Jury Trial. (a) Each of the parties Party hereto submits hereby irrevocably and unconditionally submits, for itself and its property, to the non-exclusive jurisdiction of any state California State court, or federal Federal court of the United States of America, sitting in the Borough of ManhattanCalifornia, of the City of New York and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement the Transaction Documents delivered in connection therewith or the transactions contemplated thereby or for recognition or enforcement of any judgment relating thereto, and each Party hereto hereby irrevocably and unconditionally: (a) agrees not to commence any such action or proceeding except in such courts; (b) agrees that all claims any claim in respect of the any such action or proceeding may be heard and determined in such California State court or, to the extent permitted by applicable Law, in such Federal court; (c) 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 or proceeding in any such California State or Federal court. Each of ; and (d) waives, to the parties hereto waives any fullest extent permitted by applicable Law, the defense of an inconvenient forum to the maintenance of any action or proceeding so brought and waives any bond, surety, or other security that might be required of any other party with respect thereto. Nothing in this Agreement shall affect any right that any party may otherwise have to bring any such action or proceeding in the courts of any jurisdiction. Any party hereto may make service on any other party by sending such California State or delivering a copy of the process (i) to the party to be served at the address and in the manner provided for the giving of notices in Section 8.2 above. Nothing in this Section 8.9 however, shall affect the right of any party hereto to serve legal process in any other manner permitted by law or at equityFederal court. Each party Party hereto agrees that a final judgment in any such action or proceeding so brought shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law or at equityapplicable Law. Each Party hereto irrevocably consents to service of process in the manner provided for notices in Section 12.02. Nothing in this Agreement will affect the right of any Party hereto to serve process in any other manner permitted by applicable Law. (b) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF THE PARTIES ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT HEREBY AGREES TO WAIVE ITS RIGHTS TO A JURY TRIAL OF AND ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THE DOCUMENTS AGREEMENTS DELIVERED IN CONNECTION HEREWITH OR ANY DEALINGS WITH THE TRANSACTIONS. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY RELATING HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE EITHER OF SUCH WAIVERS, (B) IT UNDERSTANDS AND HAS CONSIDERED THE TRANSACTIONS CONTEMPLATED BY IMPLICATIONS OF SUCH WAIVERS, (C) IT MAKES SUCH WAIVERS VOLUNTARILY, AND (D) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT OR BY, AMONG OTHER THINGS, THE OTHER DOCUMENTS. THIS WAIVER IS IRREVOCABLE MUTUAL WAIVERS AND MAY NOT BE MODIFIED EITHER ORALLY OR CERTIFICATIONS IN WRITING (OTHER THAN BY A MUTUAL WRITTEN WAIVER SPECIFICALLY REFERRING TO THIS SECTION 8.9(b) AND EXECUTED BY EACH OF THE PARTIES HERETO12.11(b). THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THE.

Consent to Jurisdiction; Waiver of Jury Trial. (a) Each of the parties hereto submits to the exclusive jurisdiction of any state or federal court sitting in the Borough of Manhattan, of the City of New York in any action or proceeding All actions and proceedings arising out of or relating to this Agreement and agrees that all claims in respect of the action or proceeding may 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 submit to the exclusive jurisdiction of such courts (and, in the case of appeals, appropriate appellate courts therefrom) in any such court. Each of action or proceeding and irrevocably waive the parties hereto waives any defense of an inconvenient forum to the maintenance of any such action or proceeding so brought 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 waives shall have no effect for any bond, surety, or purpose except as provided in this paragraph and shall not be deemed to confer rights on any Person other security than the parties hereto. Each of the parties to this Agreement consents to service being made through the notice procedures set forth in Section 10.4 and agrees that might be required service of any other party with respect thereto. Nothing process, summons, notice or document by registered mail (return receipt requested and first-class postage prepaid) to the respective addresses of the parties set forth in this Agreement Section 10.4 shall affect be effective service of process for any right that any party may otherwise have to bring any action suit or proceeding in connection with this Agreement or the courts of any jurisdictiontransactions contemplated by this Agreement. Any party The parties hereto may make service on any other party by sending or delivering a copy of the process (i) to the party to be served at the address and in the manner provided for the giving of notices in Section 8.2 above. Nothing in this Section 8.9 however, shall affect the right of any party hereto to serve legal process in any other manner permitted by law or at equity. Each party hereto agrees agree that a final judgment in any such action or proceeding so brought shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law or at equityapplicable Law. (b) EACH OF THE PARTIES TO THIS AGREEMENT HEREBY AGREES TO WAIVE ITS IRREVOCABLY WAIVES ANY AND ALL RIGHTS TO A TRIAL BY JURY TRIAL OF IN ANY CLAIM OR CAUSE OF ACTION BASED UPON OR LEGAL PROCEEDING ARISING OUT OF THE DOCUMENTS OR ANY DEALINGS WITH ANY OTHER PARTY RELATING TO THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR THE OTHER DOCUMENTS. THIS WAIVER IS IRREVOCABLE AND MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING (OTHER THAN BY A MUTUAL WRITTEN WAIVER SPECIFICALLY REFERRING RELATED TO THIS SECTION 8.9(b) AND EXECUTED BY EACH OF THE PARTIES HERETO). THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THEAGREEMENT.

Consent to Jurisdiction; Waiver of Jury Trial. (a) Each of the parties hereto Subject to Section 2.9 (which shall govern any dispute arising thereunder), each Party irrevocably and unconditionally: (i) submits to the exclusive jurisdiction of any federal and state or federal court sitting courts located in the Borough State of Manhattan, of the City of New York Delaware in any action or proceeding Legal Proceeding arising out of or relating to this Agreement or any other Transaction Document and agrees that all claims in respect of the action or proceeding any such Legal Proceeding may be heard and determined in such courts; (ii) consents that any such court. Each of the parties hereto waives any defense of inconvenient forum to the maintenance of any action or proceeding so Legal Proceeding may and shall be brought in such courts and waives any bond, surety, objection that it may now or other security that might be required hereafter have to the venue or jurisdiction of any other party with respect thereto. Nothing such Legal Proceeding in this Agreement shall affect any right such court or that any party may otherwise have to bring any action or proceeding in the courts of any jurisdiction. Any party hereto may make service on any other party by sending or delivering a copy of the process (i) to the party to be served at the address and in the manner provided such court is an inconvenient forum for the giving of notices in Section 8.2 above. Nothing in this Section 8.9 howeverLegal Proceeding and agrees not to assert, shall affect plead or claim the right of any party hereto to serve legal process in any other manner permitted by law or at equity. Each party hereto same; (iii) agrees that a the final judgment in any action or proceeding so brought of such court shall be conclusive and may be enforced enforceable in other jurisdictions by suit on the or judgment or in any other manner provided by law Law; and (iv) agrees that service of process in any such Legal Proceeding may be effected by mailing a copy of such process by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Party at equityits address as provided in Section 8.2. (b) EACH OF THE PARTIES TO THIS AGREEMENT HEREBY AGREES TO WAIVE ITS RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THE DOCUMENTS OR ANY DEALINGS WITH ANY OTHER PARTY RELATING TO THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR THE OTHER DOCUMENTSTo the extent not prohibited by Law which cannot be waived, each Party hereby waives and covenants that it shall not assert (whether as plaintiff, defendant or otherwise) any right to trial by jury in any forum in respect of any Legal Proceeding arising out of or based upon this Agreement or the other Transaction Documents or the subject matter of such agreements or in any way connected with or related or incidental to the Transactions, in each case, whether now existing or hereafter arising. THIS WAIVER IS IRREVOCABLE AND MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING Any Party hereto may file an original counterpart or a copy of this Section 8.8 with any court as written evidence of the consent of each such Party to the waiver of its right to trial by jury. Each Party certifies and acknowledges that: (OTHER THAN BY A MUTUAL WRITTEN WAIVER SPECIFICALLY REFERRING TO THIS SECTION 8.9(bi) AND EXECUTED BY EACH OF THE PARTIES HERETO). THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTSno Representative, RENEWALSagent or attorney of any other Party has represented, SUPPLEMENTS OR MODIFICATIONS TO THEexpressly 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 implications 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 8.8.

Consent to Jurisdiction; Waiver of Jury Trial. (a) Each of the parties hereto submits (i) consents to submit itself to the exclusive personal jurisdiction of any state federal court located in the State of Delaware or the Delaware Court of Chancery in the event any dispute arises out of this Agreement or any of the transactions contemplated by this Agreement, (ii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court and (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 a federal court sitting in the Borough state of Manhattan, Delaware or the Delaware Court of the City of New York in any action or proceeding arising out of or relating to this Agreement and agrees that all claims in respect of the action or proceeding may be heard and determined in any such court. Each of the parties hereto waives any defense of inconvenient forum to the maintenance of any action or proceeding so brought and waives any bond, surety, or other security that might be required of any other party with respect thereto. Nothing in this Agreement shall affect any right that any party may otherwise have to bring any action or proceeding in the courts of any jurisdiction. Any party hereto may make service on any other party by sending or delivering a copy of the process (i) to the party to be served at the address and in the manner provided for the giving of notices in Section 8.2 above. Nothing in this Section 8.9 however, shall affect the right of any party hereto to serve legal process in any other manner permitted by law or at equity. Each party hereto agrees that a final judgment in any action or proceeding so brought shall be conclusive and may be enforced by suit on the judgment or in any other manner provided by law or at equityChancery. (b) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF THE PARTIES ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT HEREBY AGREES TO WAIVE ITS RIGHTS TO A JURY TRIAL OF AND ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THE DOCUMENTS AGREEMENTS DELIVERED IN CONNECTION HEREWITH OR ANY DEALINGS WITH THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY RELATING HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE EITHER OF SUCH WAIVERS, (B) IT UNDERSTANDS AND HAS CONSIDERED THE TRANSACTIONS CONTEMPLATED BY IMPLICATIONS OF SUCH WAIVERS, (C) IT MAKES SUCH WAIVERS VOLUNTARILY, AND (D) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT OR BY, AMONG OTHER THINGS, THE OTHER DOCUMENTS. THIS WAIVER IS IRREVOCABLE MUTUAL WAIVERS AND MAY NOT BE MODIFIED EITHER ORALLY OR CERTIFICATIONS IN WRITING (OTHER THAN BY A MUTUAL WRITTEN WAIVER SPECIFICALLY REFERRING TO THIS SECTION 8.9(b) AND EXECUTED BY EACH OF THE PARTIES HERETO8.8(b). THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THE.

Consent to Jurisdiction; Waiver of Jury Trial. (a) Each of the parties hereto submits Parties hereby (i) agrees and irrevocably consents to submit itself to the exclusive jurisdiction of the Chancery Court of the State of Delaware, and any state appellate court therefrom within the State of Delaware (or if the Chancery Court of the State of Delaware declines to accept jurisdiction over a particular matter, any state or federal court sitting in within the Borough State of Manhattan, of Delaware) (the City of New York “Chosen Courts”) in any action or proceeding Legal Proceeding arising out of or relating to this Agreement and or the negotiation, execution or performance of this Agreement or any of the transactions contemplated hereby, (ii) agrees that all claims in respect of the action or proceeding may any such Legal Proceeding will be heard and determined in the Chosen Courts, (iii) agrees that it shall not attempt to deny or defeat such jurisdiction by motion or other request for leave from the Chosen Courts, (iv) agrees not to bring or support any such court. Each Legal Proceeding arising out of or relating to this Agreement or any of the parties hereto waives any defense of inconvenient forum to the maintenance of any action or proceeding so brought and waives any bond, surety, or other security that might be required of any other party with respect thereto. Nothing in transactions contemplated by this Agreement shall affect any right that any party may otherwise have to bring any action (whether in contract, tort, common or proceeding in statutory law, equity or otherwise) anywhere other than the courts of any jurisdiction. Any party hereto may make service on any other party by sending or delivering a copy of the process Chosen Courts and (iv) to the party to be served at the address and in the manner provided for the giving of notices in Section 8.2 above. Nothing in this Section 8.9 however, shall affect the right of any party hereto to serve legal process in any other manner permitted by law or at equity. Each party hereto agrees that a final and non-appealable judgment in any action or proceeding so brought such Legal Proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law applicable Law. For the avoidance of doubt, the preceding sentence (A) shall not limit the jurisdiction of the Accounting Firm as set forth in ‎Section 2.4 and (B) shall include any Legal Proceeding brought for the purpose of enforcing the jurisdiction and judgments of the Accounting Firm. Each of the Parties waives any defense of inconvenient forum to the maintenance of any Legal Proceeding brought in any Chosen Court in accordance with this Section 10.10(a). Each of the Parties agrees that the service of any process, summons, notice or at equitydocument in connection with any such Legal Proceeding in the manner provided in Section 10.2 or in such other manner as may be permitted by applicable Law, will be valid and sufficient service thereof. (b) EACH OF THE PARTIES PARTY (I) ACKNOWLEDGES AND AGREES THAT ANY LEGAL PROCEEDING THAT MAY ARISE UNDER OR RELATE TO THIS AGREEMENT HEREBY AGREES TO WAIVE ITS RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THE DOCUMENTS OR ANY DEALINGS WITH ANY OTHER PARTY RELATING TO THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND (II) HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY (A) CERTIFIES AND ACKNOWLEDGES THAT NO REPRESENTATIVE OF THE OTHER DOCUMENTS. PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY LEGAL PROCEEDING, SEEK TO ENFORCE THE FOREGOING WAIVER, (B) CERTIFIES AND ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION OF THIS AGREEMENT, (C) UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER IS IRREVOCABLE AND MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING (OTHER THAN BY A MUTUAL WRITTEN WAIVER SPECIFICALLY REFERRING TO THIS SECTION 8.9(bD) AND EXECUTED BY EACH OF THE PARTIES HERETO). MAKES THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THEVOLUNTARILY.

Consent to Jurisdiction; Waiver of Jury Trial. (a) Each of the parties hereto Parties irrevocably submits to the exclusive jurisdiction of (i) state courts of the State of Nevada and (ii) the United States District Court for the State of Nevada for the purposes of any state suit, Action or federal court sitting other proceeding arising out of or relating to this Agreement or any transaction contemplated hereby (and agrees not to commence any Action, suit or proceeding relating hereto except in such courts). Each of the Parties further agrees that service of any process, summons, notice or document hand delivered or sent by U.S. registered mail to such Party’s respective address set forth in Section 9.5 will be effective service of process for any Action, suit or proceeding in Nevada with respect to any matters to which it has submitted to jurisdiction as set forth in the Borough of Manhattan, immediately preceding sentence. Each of the City Parties irrevocably and unconditionally waives any objection to the laying of New York in venue of any action Action, suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby in (i) state courts of the State of Nevada or (ii) the United States District Court for the State of Nevada, and hereby further irrevocably and unconditionally waives and agrees that all claims in respect of the action not to plead or proceeding may be heard and determined claim in any such court. Each of the parties hereto waives court that any defense of inconvenient forum to the maintenance of any action such Action, suit or proceeding so brought and waives any bond, surety, or other security that might be required of any other party with respect thereto. Nothing in this Agreement shall affect any right that any party may otherwise have to bring any action or proceeding in the courts of any jurisdiction. Any party hereto may make service on any other party by sending or delivering a copy of the process (i) to the party to be served at the address and in the manner provided for the giving of notices in Section 8.2 above. Nothing in this Section 8.9 however, shall affect the right of any party hereto to serve legal process in any other manner permitted by law or at equitysuch court has been brought in an inconvenient forum. Each party hereto Notwithstanding the foregoing, each Party agrees that a final judgment in any action Action or proceeding so brought shall be conclusive and may be enforced by suit on the judgment in any jurisdiction or in any other manner provided by in law or at in equity. (b) EACH OF THE PARTIES IRREVOCABLY WAIVES ALL RIGHT TO THIS AGREEMENT HEREBY AGREES TO WAIVE ITS RIGHTS TO A TRIAL BY JURY TRIAL OF IN ANY CLAIM ACTION, PROCEEDING OR CAUSE OF ACTION COUNTERCLAIM (WHETHER BASED UPON ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF THE DOCUMENTS OR ANY DEALINGS WITH ANY OTHER PARTY RELATING TO THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR THE OTHER DOCUMENTS. THIS WAIVER IS IRREVOCABLE AND MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING (OTHER THAN BY A MUTUAL WRITTEN WAIVER SPECIFICALLY REFERRING TO THIS SECTION 8.9(b) AND EXECUTED BY EACH ACTIONS OF THE PARTIES HERETO). THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTSIN THE NEGOTIATION, RENEWALSADMINISTRATION, SUPPLEMENTS PERFORMANCE OR MODIFICATIONS TO THEENFORCEMENT HEREOF.

Consent to Jurisdiction; Waiver of Jury Trial. (a) Each of the parties hereto Parties irrevocably submits to the exclusive jurisdiction of the Delaware Chancery Court (or, if the Delaware Chancery Court shall be unavailable, any state other court of the State of Delaware, or in the case of Claims to which the federal courts have exclusive subject matter jurisdiction, any federal court of the United States of America sitting in the Borough State of ManhattanDelaware, and, in each case, appellate courts therefrom) for the purposes of any suit, Claim, or other proceeding arising out of or relating to this Agreement or any Transactions (and irrevocably agrees not to commence any Claim, suit, or proceeding relating hereto except in such courts). Each of the City Parties further irrevocably agrees that service of New York any process, summons, notice, or document hand delivered or sent by U.S. registered mail to such Party’s respective address set forth in Section 10.3 shall be effective service of process for any action Claim, suit, or proceeding with respect to any matters to which it has submitted to jurisdiction as set forth in the immediately preceding sentence. Each of the Parties irrevocably and unconditionally waives any objection to the laying of venue of any Claim, suit, or proceeding arising out of or relating to this Agreement or the Transactions in (x) state courts of the State of Delaware or (y) the United States District Court for the District of the State of Delaware, and hereby further irrevocably and unconditionally waives and agrees that all claims in respect of the action not to plead or proceeding may be heard and determined claim in any such court. Each of the parties hereto waives court that any defense of inconvenient forum to the maintenance of any action such Claim, suit, or proceeding so brought and waives any bond, surety, or other security that might be required of any other party with respect thereto. Nothing in this Agreement shall affect any right that any party may otherwise have to bring any action or proceeding in the courts of any jurisdiction. Any party hereto may make service on any other party by sending or delivering a copy of the process (i) to the party to be served at the address and in the manner provided for the giving of notices in Section 8.2 above. Nothing in this Section 8.9 however, shall affect the right of any party hereto to serve legal process in any other manner permitted by law or at equitysuch court has been brought in an inconvenient forum. Each party hereto Notwithstanding the foregoing, each Party agrees that a final judgment in any action Claim, suit or proceeding so brought shall be conclusive and may be enforced by suit on the judgment in any jurisdiction or in any other manner provided by in law or at in equity. (b) EACH OF THE PARTIES IRREVOCABLY WAIVES ALL RIGHT TO THIS AGREEMENT HEREBY AGREES TO WAIVE ITS RIGHTS TO A TRIAL BY JURY TRIAL OF IN ANY CLAIM ACTION, PROCEEDING, OR CAUSE OF ACTION COUNTERCLAIM (WHETHER BASED UPON ON CONTRACT, TORT, OR OTHERWISE) ARISING OUT OF THE DOCUMENTS OR ANY DEALINGS WITH ANY OTHER PARTY RELATING TO THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR THE OTHER DOCUMENTS. THIS WAIVER IS IRREVOCABLE AND MAY NOT BE MODIFIED EITHER ORALLY ANCILLARY AGREEMENTS, THE TRANSACTIONS OR IN WRITING (OTHER THAN BY A MUTUAL WRITTEN WAIVER SPECIFICALLY REFERRING TO THIS SECTION 8.9(b) AND EXECUTED BY EACH THE ANCILLARY AGREEMENTS, OR THE ACTIONS OF THE PARTIES HERETO). THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTSIN THE NEGOTIATION, RENEWALSADMINISTRATION, SUPPLEMENTS PERFORMANCE, OR MODIFICATIONS TO THEENFORCEMENT HEREOF OR THEREOF.

Consent to Jurisdiction; Waiver of Jury Trial. (a) Each Beneficiary may enforce any claim arising out of the parties hereto submits to the exclusive jurisdiction of this Guaranty in any state or federal court sitting having subject matter jurisdiction and located in the Borough of ManhattanNew York, of the City of New York and with respect to any such claim, UCH hereby irrevocably submits to the jurisdiction of such courts. UCH irrevocably consents to the service of process out of said courts by mailing a copy thereof, by registered mail, postage prepaid, to UCH, and agrees that such service, to the fullest extent permitted by law, (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding arising out of or relating and (ii) shall be taken and held to this Agreement be valid personal service upon and agrees that all claims in respect of the action or proceeding may be heard and determined in any such court. Each of the parties hereto waives any defense of inconvenient forum personal delivery to the maintenance of any action or proceeding so brought and waives any bond, surety, or other security that might be required of any other party with respect theretoit. Nothing in this Agreement herein contained shall affect any right that any party may otherwise have to bring any preclude Beneficiary from bringing an action or proceeding in the courts of any jurisdiction. Any party hereto may make service on any other party by sending or delivering a copy of the process (i) to the party to be served at the address and in the manner provided for the giving of notices in Section 8.2 above. Nothing in this Section 8.9 however, shall affect the right of any party hereto to serve legal process respect hereof in any other manner country, state or place having jurisdiction over such action. UCH irrevocably waives, to the fullest extent permitted by law law, any objection which it may now or at equity. Each party hereto agrees that a final judgment in hereafter have to the laying of the venue of any such suit, action or proceeding so brought shall be conclusive in such a court located in New York, New York and may be enforced by suit on the judgment any claim that any such suit, action or proceeding brought in any other manner provided by law or at equity. (b) EACH OF THE PARTIES TO THIS AGREEMENT such court has been brought in an inconvenient forum. UCH HEREBY AGREES TO WAIVE ITS RIGHTS EXPRESSLY WAIVES ANY RIGHT TO A TRIAL BY JURY TRIAL OF IN ANY CLAIM ACTION OR CAUSE OF ACTION BASED UPON PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS UNDER THIS GUARANTY OR UNDER ANY AMENDMENT, INSTRUMENT, DOCUMENT OR AGREEMENT DELIVERED OR WHICH MAY IN THE FUTURE BE DELIVERED IN CONNECTION HEREWITH OR ARISING OUT OF THE DOCUMENTS FROM ANY RELATIONSHIP EXISTING IN CONNECTION WITH THIS GUARANTY, AND AGREES THAT ANY SUCH ACTION OR ANY DEALINGS WITH ANY OTHER PARTY RELATING TO THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR THE OTHER DOCUMENTS. THIS WAIVER IS IRREVOCABLE PROCEEDING SHALL BE TRIED BEFORE A COURT AND MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING (OTHER THAN BY BEFORE A MUTUAL WRITTEN WAIVER SPECIFICALLY REFERRING TO THIS SECTION 8.9(b) AND EXECUTED BY EACH OF THE PARTIES HERETO). THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THEJURY.

Consent to Jurisdiction; Waiver of Jury Trial. (a) Each of the parties hereto Parties irrevocably submits to the exclusive jurisdiction of any (i) state or federal court sitting in the Borough of Manhattan, courts of the City State of New York located in New York County, New York and (ii) the United States District Court for the Southern District of the State of New York (collectively, the “Courts”) for the purposes of any action or proceeding Action arising out of or relating to this Agreement or any transaction contemplated hereby (and agrees that all claims not to commence any Action relating hereto except in respect of the action or proceeding may be heard and determined in any such courtCourts). Each of the parties hereto Parties further agrees that service of any process, summons, notice or document hand delivered or sent by U.S. registered mail to such Party’s respective address set forth in Section 10.3 will be effective service of process for any Action in New York with respect to any matters to which it has submitted to jurisdiction as set forth in the immediately preceding sentence. Each of the Parties irrevocably and unconditionally waives any defense of inconvenient forum objection to the maintenance laying of venue of any action Action arising out of or proceeding so brought and waives any bond, surety, or other security that might be required of any other party with respect thereto. Nothing in relating to this Agreement shall affect or the transactions contemplated hereby in the Courts, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any right such court that any party may otherwise have to bring any action or proceeding in the courts of any jurisdiction. Any party hereto may make service on any other party by sending or delivering a copy of the process (i) to the party to be served at the address and in the manner provided for the giving of notices in Section 8.2 above. Nothing in this Section 8.9 however, shall affect the right of any party hereto to serve legal process such Action brought in any other manner permitted by law or at equity. Each party hereto agrees that a final judgment such court has been brought in any action or proceeding so brought shall be conclusive and may be enforced by suit on the judgment or in any other manner provided by law or at equityan inconvenient forum. (b) EACH OF THE PARTIES IRREVOCABLY WAIVES ALL RIGHT TO THIS AGREEMENT HEREBY AGREES TO WAIVE ITS RIGHTS TO A TRIAL BY JURY TRIAL OF IN ANY CLAIM ACTION (WHETHER BASED ON CONTRACT, TORT OR CAUSE OF ACTION BASED UPON OR OTHERWISE) ARISING OUT OF THE DOCUMENTS OR ANY DEALINGS WITH ANY OTHER PARTY RELATING TO THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR THE OTHER DOCUMENTS. THIS WAIVER IS IRREVOCABLE AND MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING (OTHER THAN BY A MUTUAL WRITTEN WAIVER SPECIFICALLY REFERRING TO THIS SECTION 8.9(b) AND EXECUTED BY EACH ACTIONS OF THE PARTIES HERETO). THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTSIN THE NEGOTIATION, RENEWALSADMINISTRATION, SUPPLEMENTS PERFORMANCE OR MODIFICATIONS TO THEENFORCEMENT HEREOF.

Consent to Jurisdiction; Waiver of Jury Trial. (a) Each of the parties hereto Party irrevocably submits to the exclusive jurisdiction of any state or federal court sitting in the Borough of Manhattan, Supreme Court of the City State of New York, New York County and the United States District Court for the Southern District of New York in (such courts, the "New York Courts") for the purposes of any action or proceeding Action arising out of or relating in any way whatsoever (whether in contract, tort or otherwise) to this Agreement Agreement, the Transaction Documents or the Contemplated Transactions (a "Transaction-Related Proceeding"). Each Party agrees to commence any such Transaction-Related Proceeding in the United States District Court for the Southern District of New York or if such Transaction-Related Proceeding may not be brought in such court for jurisdictional reasons, then in the Supreme Court of the State of New York, New Xxxx Xxxxxx. Xxxx Xxxxx xxxxxxx xxxxxx xxxx xxxxxxx xx xxx xxxxxxx, xxxxxxx, xxtice 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 in New York with respect to any matters to which it has submitted to jurisdiction in this Section 9.13. Each Party irrevocably and unconditionally waives any objection to the laying of venue of Transaction-Related Proceeding in any New York Court, and hereby and thereby further irrevocably and unconditionally waives and agrees that all claims in respect of the action not to plead or proceeding may be heard and determined claim in any such court. Each of the parties hereto waives any defense of inconvenient forum to the maintenance of any action or proceeding so brought and waives any bond, surety, or other security that might be required of any other party with respect thereto. Nothing in this Agreement shall affect any right New York Court that any party may otherwise have to bring any action or proceeding in the courts of any jurisdiction. Any party hereto may make service on any other party by sending or delivering a copy of the process (i) to the party to be served at the address and in the manner provided for the giving of notices in Section 8.2 above. Nothing in this Section 8.9 however, shall affect the right of any party hereto to serve legal process such Transaction-Related Proceeding brought in any other manner permitted by law or at equitysuch New York Court has been brought in an inconvenient forum. Each party hereto agrees that a final judgment in any action or proceeding so brought shall be conclusive and may be enforced by suit on the judgment or in any other manner provided by law or at equity. (b) EACH OF PARTY HEREBY WAIVES, TO THE PARTIES TO THIS AGREEMENT HEREBY AGREES TO WAIVE ITS RIGHTS FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY TRIAL IN RESPECT OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THE DOCUMENTS OR ANY DEALINGS WITH ANY OTHER PARTY RELATING TO THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR THE OTHER DOCUMENTS. THIS WAIVER IS IRREVOCABLE AND MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING (OTHER THAN BY A MUTUAL WRITTEN WAIVER SPECIFICALLY REFERRING TO THIS SECTION 8.9(b) AND EXECUTED BY EACH OF THE PARTIES HERETO). THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THETRANSACTION-RELATED PROCEEDING.

Consent to Jurisdiction; Waiver of Jury Trial. (a) Each of All judicial actions brought against the parties hereto submits to the exclusive jurisdiction of any state or federal court sitting in the Borough of Manhattan, of the City of New York in any action or proceeding arising out of or relating to this Agreement Agreement, or any obligations hereunder, shall be brought exclusively in any state or federal court of competent jurisdiction in the State of Delaware. By executing and agrees that all claims in respect delivering this Agreement, the parties irrevocably: (a) accept generally and unconditionally the exclusive jurisdiction and venue of these courts; (b) waive any objections which such party may now or hereafter have to the laying of venue of any of the aforesaid actions arising out of or in connection with this Agreement brought in the courts referred to in clause (a) above and hereby further irrevocably waive and agree not to plead or claim in any such court that such action or proceeding brought in any such court has been brought in an inconvenient forum; (c) agree that service of all process in any such action in any such court may be heard made by registered or certified mail, return receipt requested, to such party at their respective addresses provided in accordance with Section 8.4; and determined (d) agree that service as provided in clause (c) above is sufficient to confer personal jurisdiction over such party in any such action in any such court, and otherwise constitutes effective and binding service in every respect. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. Each of the parties hereto waives any defense of inconvenient forum party to the maintenance of any action this Agreement certifies and acknowledges that (i) no representative or proceeding so brought and waives any bond, surety, or other security that might be required agent of any other party with respect thereto. Nothing has represented, expressly or otherwise, that such other party would not seek to enforce the foregoing waiver in the event of any proceeding, (ii) such party has considered the implications of this waiver, (iii) such party makes this waiver voluntarily, and (iv) such party has been induced to enter into this Agreement shall affect any right that any party may otherwise have to bring any action or proceeding in by, among other things, the courts of any jurisdiction. Any party hereto may make service on any other party by sending or delivering a copy of the process (i) to the party to be served at the address mutual waivers and in the manner provided for the giving of notices in Section 8.2 above. Nothing certifications in this Section 8.9 however, shall affect the right of any party hereto to serve legal process in any other manner permitted by law or at equity. Each party hereto agrees that a final judgment in any action or proceeding so brought shall be conclusive and may be enforced by suit on the judgment or in any other manner provided by law or at equity8.3. (b) EACH OF THE PARTIES TO THIS AGREEMENT HEREBY AGREES TO WAIVE ITS RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THE DOCUMENTS OR ANY DEALINGS WITH ANY OTHER PARTY RELATING TO THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR THE OTHER DOCUMENTS. THIS WAIVER IS IRREVOCABLE AND MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING (OTHER THAN BY A MUTUAL WRITTEN WAIVER SPECIFICALLY REFERRING TO THIS SECTION 8.9(b) AND EXECUTED BY EACH OF THE PARTIES HERETO). THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THE

Consent to Jurisdiction; Waiver of Jury Trial. (a) Each of the parties hereto submits (i) consents to submit itself to the exclusive personal jurisdiction of any federal court located in the State of Delaware or any Delaware state court in the event any dispute arises out of this Agreement or any of the transactions contemplated by this Agreement, (ii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court and (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 a federal court sitting in the Borough state of Manhattan, of the City of New York in any action Delaware or proceeding arising out of or relating to this Agreement and agrees that all claims in respect of the action or proceeding may be heard and determined in any such a Delaware state court. Each of the parties hereto waives any defense of inconvenient forum to the maintenance of any action or proceeding so brought and waives any bond, surety, or other security that might be required of any other party with respect thereto. Nothing in this Agreement shall affect any right that any party may otherwise have to bring any action or proceeding in the courts of any jurisdiction. Any party hereto may make service on any other party by sending or delivering a copy of the process (i) to the party to be served at the address and in the manner provided for the giving of notices in Section 8.2 above. Nothing in this Section 8.9 however, shall affect the right of any party hereto to serve legal process in any other manner permitted by law or at equity. Each party hereto agrees that a final judgment in any action or proceeding so brought shall be conclusive and may be enforced by suit on the judgment or in any other manner provided by law or at equity. (b) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF THE PARTIES ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT HEREBY AGREES TO WAIVE ITS RIGHTS TO A JURY TRIAL OF AND ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THE DOCUMENTS AGREEMENTS DELIVERED IN CONNECTION HEREWITH OR ANY DEALINGS WITH THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY RELATING HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE EITHER OF SUCH WAIVERS, (B) IT UNDERSTANDS AND HAS CONSIDERED THE TRANSACTIONS CONTEMPLATED BY IMPLICATIONS OF SUCH WAIVERS, (C) IT MAKES SUCH WAIVERS VOLUNTARILY, AND (D) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT OR BY, AMONG OTHER THINGS, THE OTHER DOCUMENTS. THIS WAIVER IS IRREVOCABLE MUTUAL WAIVERS AND MAY NOT BE MODIFIED EITHER ORALLY OR CERTIFICATIONS IN WRITING (OTHER THAN BY A MUTUAL WRITTEN WAIVER SPECIFICALLY REFERRING TO THIS SECTION 8.9(b) AND EXECUTED BY EACH OF THE PARTIES HERETO8.8(b). THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THE.

Consent to Jurisdiction; Waiver of Jury Trial. (a) Each of the parties hereto irrevocably and unconditionally submits to the exclusive jurisdiction of any state or federal court sitting in the Borough of Manhattan, courts of the City State of New York sitting in New York County and of the United States District Court for the Southern District of New York, and any action or proceeding arising out of or relating to this Agreement appellate court from any thereof and agrees that all claims in respect of the action any action, litigation or proceeding may be heard and determined in any such New York State court or, to the fullest extent permitted by Applicable Law, in such federal court. Each of the parties hereto waives any defense of inconvenient forum to the maintenance of any action or proceeding so brought and waives any bond, surety, or other security that might be required of any other party with respect thereto. Nothing in this Agreement shall affect any right that any party may otherwise have to bring any action or proceeding in the courts of any jurisdiction. Any party hereto may make service on any other party by sending or delivering a copy of the process (i) to the party to be served at the address and in the manner provided for the giving of notices in Section 8.2 above. Nothing in this Section 8.9 however, shall affect the right of any party hereto to serve legal process in any other manner permitted by law or at equity. Each party hereto agrees that a final judgment in any action such action, litigation or proceeding so brought shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law or at equity. (b) law. EACH OF PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE PARTIES TO THIS AGREEMENT HEREBY AGREES TO WAIVE ITS RIGHTS FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY TRIAL OF IN ANY CLAIM LEGAL PROCEEDING DIRECTLY OR CAUSE OF ACTION BASED UPON OR INDIRECTLY ARISING OUT OF THE DOCUMENTS OR ANY DEALINGS WITH ANY OTHER PARTY RELATING TO THIS AMENDMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT HEREBY (WHETHER BASED ON CONTRACT, TORT OR THE ANY OTHER DOCUMENTS. THIS WAIVER IS IRREVOCABLE AND MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING (OTHER THAN BY A MUTUAL WRITTEN WAIVER SPECIFICALLY REFERRING TO THIS SECTION 8.9(b) AND EXECUTED BY EACH OF THE PARTIES HERETOTHEORY). THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTSThe Borrowers and each other Credit Party irrevocably and unconditionally waives, RENEWALSto the fullest extent permitted by Applicable Law, SUPPLEMENTS OR MODIFICATIONS TO THEany objection that it may now or hereafter have to the laying of venue of any action or proceeding arising out of or relating to this Amendment or any other Loan Document in any court referred to in the first sentence of this Section 5.4. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by Applicable Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. Each party hereto irrevocably consents to service of process in the manner provided for notices in Section 14.1 of the Existing Credit Agreement. Nothing in this Amendment will affect the right of any party hereto to serve process in any other manner permitted by Applicable Law.

Consent to Jurisdiction; Waiver of Jury Trial. Any and all suits, actions or proceedings arising out of or related to, either directly or indirectly, the restrictions in this Exhibit C (a) Each each a Proceeding), shall be submitted for adjudication exclusively to any federal or state court in the State of Delaware and the parties hereto submits hereby irrevocably submit to the exclusive jurisdiction of any state or federal court sitting in the Borough of Manhattan, of the City of New York in any action or proceeding arising out of or relating to this Agreement and agrees that all claims in respect of the action or proceeding may be heard and determined in any such courtcourts. Each of the parties hereto irrevocably waives any defense of inconvenient forum objection to the maintenance laying of venue of any action or proceeding so such Proceeding brought in any such court and irrevocably waives any bondclaim that any such Proceeding brought in any such court has been brought in an inconvenient forum. Each of the parties hereto agrees to waive any right to trial by jury in respect of any such Proceeding. Each of the parties hereto agrees that this Agreement involves at least $100,000 and that this Agreement has been entered into in express reliance on Section 2708 of Title 6 of the Delaware Code. Each of the parties hereto irrevocably and unconditionally agrees (i) that, suretyto the extent such party is not otherwise subject to service of process in the State of Delaware, it will appoint (and maintain an agreement with respect to) an agent in the State of Delaware as such party’s agent for acceptance of legal process and notify the other parties hereto of the name and address of said agent, (ii) that service of process may also be made on such party if delivered by hand or sent by email (return receipt requested) or sent, postage prepaid, by registered, certified or express mail or overnight courier service and shall be deemed given when so delivered by hand or by email return receipt requested, or other security that might be required if mailed, three days after mailing (one business day in the case of any other party express mail or overnight courier service) to the Executive at his last known address (with respect thereto. Nothing a copy to his address set forth in this Agreement Agreement) or to the Company at its then current headquarters. Notices delivered by email return receipt requested shall affect have the same legal effect as if such notice had been delivered in person and (iii) that service made pursuant to clause (i) or (ii) above shall, to the fullest extent permitted by applicable law, have the same legal force and effect as if served upon such party personally within the State of Delaware. With respect to any right notice that any party may otherwise have is sent by email, solely as a courtesy to bring any action or proceeding in the courts of any jurisdiction. Any party hereto may make service on any other party by sending or delivering Parties, the Parties shall also mail a copy of the process (i) such notice to the party to be served at Executive or the address Company, as applicable and in the manner provided for the giving of notices in Section 8.2 above. Nothing in this Section 8.9 however, shall affect the right of any party hereto to serve legal process in any other manner permitted by law or at equity. Each party hereto agrees that a final judgment in any action or proceeding so brought such courtesy copy shall be conclusive and may be enforced by suit on mailed within three business days after the judgment or in any other manner provided by law or at equitydate of such email. (b) EACH OF THE PARTIES TO THIS AGREEMENT HEREBY AGREES TO WAIVE ITS RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THE DOCUMENTS OR ANY DEALINGS WITH ANY OTHER PARTY RELATING TO THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR THE OTHER DOCUMENTS. THIS WAIVER IS IRREVOCABLE AND MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING (OTHER THAN BY A MUTUAL WRITTEN WAIVER SPECIFICALLY REFERRING TO THIS SECTION 8.9(b) AND EXECUTED BY EACH OF THE PARTIES HERETO). THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THE

Consent to Jurisdiction; Waiver of Jury Trial. (a) Each of the parties hereto submits (i) consents to submit itself exclusively to the exclusive personal jurisdiction of any federal court located in the State of Delaware or any Delaware state court, in either case, located in Delaware, in the event any dispute arises out of this Agreement or any of the Contemplated Transactions, (ii) agrees that it will not attempt to deny or defeat the jurisdiction of such courts by motion or other request for leave from any such court, (iii) waives any claim that such proceedings have been brought in an inconvenient forum, and (iv) agrees that it will not bring any action, claim or other proceeding relating to this Agreement in any court or other tribunal other than a federal or state court sitting in the Borough State of Manhattan, of the City of New York in any action or proceeding arising out of or relating to this Agreement and agrees that all claims in respect of the action or proceeding may be heard and determined in any such court. Each of the parties hereto waives any defense of inconvenient forum to the maintenance of any action or proceeding so brought and waives any bond, surety, or other security that might be required of any other party with respect thereto. Nothing in this Agreement shall affect any right that any party may otherwise have to bring any action or proceeding in the courts of any jurisdiction. Any party hereto may make service on any other party by sending or delivering a copy of the process (i) to the party to be served at the address and in the manner provided for the giving of notices in Section 8.2 above. Nothing in this Section 8.9 however, shall affect the right of any party hereto to serve legal process in any other manner permitted by law or at equity. Each party hereto agrees that a final judgment in any action or proceeding so brought shall be conclusive and may be enforced by suit on the judgment or in any other manner provided by law or at equityDelaware. (b) EACH OF THE PARTIES TO 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 AGREES TO WAIVE ITS RIGHTS IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY TRIAL IN RESPECT OF ANY CLAIM LITIGATION DIRECTLY OR CAUSE OF ACTION BASED UPON OR INDIRECTLY ARISING OUT OF THE DOCUMENTS OR ANY DEALINGS WITH ANY OTHER PARTY RELATING TO THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR THE CONTEMPLATED TRANSACTIONS. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER DOCUMENTS. PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, 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 SUCH WAIVER, (iii) IT MAKES SUCH WAIVER VOLUNTARILY, AND (iv) IT HAS BEEN INDUCED TO ENTER INTO THIS WAIVER IS IRREVOCABLE AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND MAY NOT BE MODIFIED EITHER ORALLY OR CERTIFICATIONS IN WRITING (OTHER THAN BY A MUTUAL WRITTEN WAIVER SPECIFICALLY REFERRING TO THIS SECTION 8.9(b) AND EXECUTED BY EACH OF THE PARTIES HERETO). THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THE11.6.

Consent to Jurisdiction; Waiver of Jury Trial. (a) Each of the parties hereto submits to the exclusive jurisdiction of any state or federal court sitting in the Borough of ManhattanEACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE PURSUANT TO THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, of the City of New York in any action or proceeding arising out of or relating to this Agreement and agrees that all claims in respect of the action or proceeding may be heard and determined in any such courtAND THEREFORE IT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY AND ALL RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY LITIGATION BASED UPON, ARISING OUT OF OR OTHERWISE RELATING TO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY. Each of the parties hereto waives any defense of inconvenient forum to the maintenance of any action or proceeding so brought and waives any bondBY THIS AGREEMENT, suretyEACH PARTY CERTIFIES AND ACKNOWLEDGES THAT: (I) NO REPRESENTATIVE, or other security that might be required of any other party with respect thereto. Nothing in this Agreement shall affect any right that any party may otherwise have to bring any action or proceeding in the courts of any jurisdiction. Any party hereto may make service on any other party by sending or delivering a copy of the process 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; (iII) to the party to be served at the address and in the manner provided for the giving of notices in Section 8.2 above. Nothing in this Section 8.9 howeverIT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER; (III) IT MAKES SUCH WAIVER VOLUNTARILY; AND (IV) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, shall affect the right of any party hereto to serve legal process in any other manner permitted by law or at equity. Each party hereto agrees that a final judgment in any action or proceeding so brought shall be conclusive and may be enforced by suit on the judgment or in any other manner provided by law or at equityAMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 9.7(A). (b) EACH OF THE PARTIES TO THIS AGREEMENT HEREBY AGREES TO WAIVE ITS RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THE DOCUMENTS OR ANY DEALINGS WITH ANY OTHER PARTY RELATING TO THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR THE OTHER DOCUMENTSAny controversy, dispute or claim arising under or in connection with this Agreement (including, without limitation, the existence, validity, interpretation or breach hereof and any claim based on contract, tort or statute) shall be resolved by a binding arbitration, to be held in Hong Kong pursuant to the HKIAC Rules. THIS WAIVER IS IRREVOCABLE AND MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING The HKIAC shall, in accordance with the then effective HKIAC Rules, bear its own expenses incurred in connection with arbitration and the fees and expenses of the arbitrators shall be shared equally by the parties involved in the dispute and advanced by them from time to time as required. It is the mutual intention and desire of the parties that the tribunal of three (OTHER THAN BY A MUTUAL WRITTEN WAIVER SPECIFICALLY REFERRING TO THIS SECTION 8.9(b3) AND EXECUTED BY EACH OF THE PARTIES HERETO)arbitrators be constituted as expeditiously as possible following the submission of the dispute to arbitration. THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTSOnce such tribunal is constituted and except as may otherwise be agreed to in writing by the parties involved in such dispute or as ordered by the arbitrators upon substantial justification shown, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THEthe hearing for the dispute will be held within sixty

Consent to Jurisdiction; Waiver of Jury Trial. (a) Each of the parties hereto (i) agrees that any actions or proceedings arising in connection with any dispute, controversy or claim arising under, relating to or in connection with this Agreement or the transactions contemplated hereby (including any dispute or controversy regarding the existence, validity, enforceability or breach of this Agreement), whether in contract, in tort or otherwise, shall be brought, tried and determined only in the United States District Court for the Southern District of New York or any New York State court sitting in New York City; (ii) irrevocably and unconditionally consents and submits itself and its properties and assets to the jurisdiction of the United States District Court for the Southern District of New York or any New York State court sitting in New York City; (iii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (iv) waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same; and (v) agrees that it will not bring any action relating to this Agreement or the transactions contemplated hereby in any court other than the aforesaid courts. Each of Parent, Merger Sub and the Company agrees that a final judgment in any action or proceeding in such courts as provided above shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law. Notwithstanding anything herein to the contrary, but subject to Section 10.7(b)(v), each of the parties hereto agrees (i) that any Legal Proceeding of any kind or nature, whether at law or in equity, in contract, tort or otherwise, against a Financing Source in connection with this Agreement, the Debt Financing or the transactions contemplated hereby, shall be subject to the exclusive jurisdiction of any state or federal court sitting in the Borough of Manhattan, of the City of New York, New York in and any action or proceeding arising out of or relating appellate court thereof and each party hereto submits for itself and its property with respect to this Agreement and agrees that all claims in respect of the action or proceeding may be heard and determined in any such court. Each of the parties hereto waives any defense of inconvenient forum Legal Proceeding to the maintenance exclusive jurisdiction of any action or proceeding so brought and waives any bondsuch courts, surety, or other security that might be required of any other party with respect thereto. Nothing in this Agreement shall affect any right that any party may otherwise have (ii) not to bring or permit any action of its Affiliates or proceeding Representatives to bring or support anyone else in the courts of bringing any jurisdiction. Any party hereto may make service on any other party by sending or delivering a copy of the process (i) to the party to be served at the address and in the manner provided for the giving of notices in Section 8.2 above. Nothing in this Section 8.9 however, shall affect the right of any party hereto to serve legal process such Legal Proceeding in any other manner permitted by law or at equity. Each party hereto agrees courts, (iii) that a final judgment in any action or proceeding so brought such Legal Proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law Law, and (iv) to waive and hereby irrevocably waives, to the fullest extent permitted by Law, any objection which it may now or at equityhereafter have to the laying of venue of, and the defense of an inconvenient forum to the maintenance of, any such Legal Proceeding in any such court. Each of the parties hereto irrevocably consents to the service of the summons and complaint and any other process in any action or proceeding relating to the transactions contemplated by this Agreement, for and on behalf of itself or any of its properties or assets, in accordance with ‎‎Section 10.2 or in such other manner as may be permitted by applicable Law, and nothing in this ‎‎Section 10.9 shall affect the right of any party to serve legal process in any other manner permitted by applicable Law. (b) EACH OF THE PARTIES TO THIS AGREEMENT HEREBY AGREES TO WAIVE ITS RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THE DOCUMENTS OR ANY DEALINGS WITH ANY OTHER PARTY RELATING TO THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR THE OTHER DOCUMENTS. THIS WAIVER IS IRREVOCABLE AND MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING (OTHER THAN BY A MUTUAL WRITTEN WAIVER SPECIFICALLY REFERRING TO THIS SECTION 8.9(b) AND EXECUTED BY EACH OF THE PARTIES HERETO). THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THE

Consent to Jurisdiction; Waiver of Jury Trial. (a) Each of the parties party hereto hereby irrevocably and unconditionally (i) submits to the exclusive jurisdiction of any state or federal court sitting in the Borough of Manhattan, of the City of New York for itself and its property in any legal action or proceeding arising out of or relating to this Agreement and agrees that all claims the other Loan Documents to which it is a party, or for recognition and enforcement of any judgment in respect thereof, to the non-exclusive general jurisdiction of the courts of the State of California, the courts of the United States of America for the Central District of California, and appellate courts from any thereof; (ii) consents that any such action or proceeding may be heard and determined brought in any such court. Each of the parties hereto waives any defense of inconvenient forum to the maintenance of any action or proceeding so brought courts and waives any bond, surety, objection that it may now or other security that might be required hereafter have to the venue of any other party with respect thereto. Nothing in this Agreement shall affect any right that any party may otherwise have to bring any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient forum and agrees not to plead or claim the courts same; (iii) agrees that service of process in any jurisdiction. Any party hereto such action or proceeding may make service on any other party be effected by sending or delivering mailing a copy thereof by registered or certified mail (or any substantially similar form of the process (i) mail), postage prepaid, to the any party to be served at the its address and in the manner provided for the giving of notices set forth in Section 8.2 above. Nothing in this Section 8.9 however, 9.2; (iv) agrees that nothing herein shall affect the right to effect service of any party hereto to serve legal process in any other manner permitted by law or at equity. Each party hereto agrees that a final judgment shall limit the right to xxx in any other jurisdiction; and (v) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding so brought shall be conclusive and may be enforced by suit on the judgment or referred to in this subsection any other manner provided by law or at equitypunitive damages. (b) EACH OF THE PARTIES LOAN PARTIES, THE AGENT AND THE LENDERS HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT HEREBY AGREES TO WAIVE ITS RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THE DOCUMENTS OR ANY DEALINGS WITH OTHER LOAN DOCUMENT AND FOR ANY OTHER PARTY RELATING TO THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT COUNTERCLAIM HEREIN OR THE OTHER DOCUMENTS. THIS WAIVER IS IRREVOCABLE AND MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING (OTHER THAN BY A MUTUAL WRITTEN WAIVER SPECIFICALLY REFERRING TO THIS SECTION 8.9(b) AND EXECUTED BY EACH OF THE PARTIES HERETO). THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THETHEREIN.

Consent to Jurisdiction; Waiver of Jury Trial. (a) Each of the parties hereto irrevocably and unconditionally submits to the exclusive jurisdiction of any state or federal court sitting in the Borough of Manhattan, courts of the City State of New York sitting in New York County and of the United States District Court for the Southern District of New York, and any action or proceeding arising out of or relating to this Agreement appellate court from any thereof and agrees that all claims in respect of the action any action, litigation or proceeding may be heard and determined in any such New York State court or, to the fullest extent permitted by Applicable Law, in such federal court. Each of the parties hereto waives any defense of inconvenient forum to the maintenance of any action or proceeding so brought and waives any bond, surety, or other security that might be required of any other party with respect thereto. Nothing in this Agreement shall affect any right that any party may otherwise have to bring any action or proceeding in the courts of any jurisdiction. Any party hereto may make service on any other party by sending or delivering a copy of the process (i) to the party to be served at the address and in the manner provided for the giving of notices in Section 8.2 above. Nothing in this Section 8.9 however, shall affect the right of any party hereto to serve legal process in any other manner permitted by law or at equity. Each party hereto agrees that a final judgment in any action such action, litigation or proceeding so brought shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law or at equity. (b) law. EACH OF PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE PARTIES TO THIS AGREEMENT HEREBY AGREES TO WAIVE ITS RIGHTS FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY TRIAL OF IN ANY CLAIM LEGAL PROCEEDING DIRECTLY OR CAUSE OF ACTION BASED UPON OR INDIRECTLY ARISING OUT OF THE DOCUMENTS OR ANY DEALINGS WITH ANY OTHER PARTY RELATING TO THIS AMENDMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT HEREBY (WHETHER BASED ON CONTRACT, TORT OR THE ANY OTHER DOCUMENTS. THIS WAIVER IS IRREVOCABLE AND MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING (OTHER THAN BY A MUTUAL WRITTEN WAIVER SPECIFICALLY REFERRING TO THIS SECTION 8.9(b) AND EXECUTED BY EACH OF THE PARTIES HERETOTHEORY). THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTSThe Borrowers and each other Credit Party irrevocably and unconditionally waives, RENEWALSto the fullest extent permitted by Applicable Law, SUPPLEMENTS OR MODIFICATIONS TO THEany objection that it may now or hereafter have to the laying of venue of any action or proceeding arising out of or relating to this Amendment or any other Loan Document in any court referred to in the first sentence of this Section 8.4. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by Applicable Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. Each party hereto irrevocably consents to service of process in the manner provided for notices in Section 14.1 of the Credit Agreement. Nothing in this Amendment will affect the right of any party hereto to serve process in any other manner permitted by Applicable Law.

Consent to Jurisdiction; Waiver of Jury Trial. (a) Each With respect to any and all actions arising directly or indirectly out of or otherwise relating to this Agreement, each of the parties hereto parties: (i) irrevocably and unconditionally submits and consents to the exclusive jurisdiction of: (A) the Court of any state Chancery of the State of Delaware or, if such Court of Chancery lacks subject matter jurisdiction, the Complex Commercial Division of the Superior Court of the State of Delaware or federal court sitting (B) in the Borough of Manhattan, event that an action involves claims exclusively within the jurisdiction of the City federal courts, in the United States District Court for the District of New York in any action or proceeding arising out of or relating Delaware (all such courts, collectively, the “Chosen Courts”), for itself and with respect to this Agreement and its property; (ii) agrees that all claims in respect of the such action or proceeding may shall be heard and determined only in any Chosen Court (and the appropriate respective appellate courts therefrom); (iii) agrees that it shall not attempt to deny or defeat such court. Each personal jurisdiction by motion or other request for leave from any Chosen Court; (iv) agrees that, except in connection with any action brought against a party in another jurisdiction by an independent third Person, it shall not bring any action directly or indirectly relating to this Agreement or any of the parties hereto transactions contemplated hereby in any forum other than a Chosen Court, except for the purpose of enforcing any award or judgment; and (v) agrees that it shall not assert and waives any defense of objection it may have based on inconvenient forum to the maintenance of any action or proceeding so brought and waives any bond, surety, or other security that might be required of any other brought. Each party with respect thereto. Nothing in this Agreement shall affect any right that any party may otherwise have to bring any action or proceeding in the courts of any jurisdiction. Any party hereto may make service on any other another party by sending or delivering a copy of the process (i) to the party to be served at the address and in the manner provided for the giving of notices in Section 8.2 above6.1. Nothing in this Section 8.9 6.9, however, shall affect the right of any party hereto Person to serve legal process in any other manner permitted by law or at equityLaw. Each party hereto agrees that a final judgment in any action or proceeding so brought shall be conclusive and may be enforced by suit on the judgment or in any other manner provided by law or at equity. (b) EACH OF THE PARTIES HEREBY WAIVES TO THIS AGREEMENT HEREBY AGREES TO WAIVE ITS RIGHTS THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY TRIAL OF WITH RESPECT TO ANY CLAIM OR CAUSE OF ACTION BASED UPON OR (A) ARISING OUT OF THE DOCUMENTS OR ANY DEALINGS WITH ANY OTHER PARTY RELATING TO THE TRANSACTIONS CONTEMPLATED BY UNDER THIS AGREEMENT OR (B) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE OTHER DOCUMENTS. DEALINGS OF THE PARTIES IN RESPECT OF THIS WAIVER IS IRREVOCABLE AGREEMENT, IN EACH CASE, WHETHER NOW EXISTING OR HEREAFTER ARISING, AND MAY NOT BE MODIFIED EITHER ORALLY WHETHER IN CONTRACT, TORT, EQUITY, OR IN WRITING (OTHER THAN BY A MUTUAL WRITTEN WAIVER SPECIFICALLY REFERRING TO THIS SECTION 8.9(b) AND EXECUTED BY OTHERWISE; PROVIDED, FURTHER, THAT EACH OF THE PARTIES HERETO). CERTIFIES 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 THAT FOREGOING WAIVER, (II) EACH SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (III) EACH SUCH PARTY MAKES THIS WAIVER SHALL APPLY VOLUNTARILY AND (IV) EACH SUCH PARTY ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ANY SUBSEQUENT AMENDMENTSENTER INTO THIS AGREEMENT, RENEWALSBY, SUPPLEMENTS OR MODIFICATIONS TO THEAMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SENTENCE.