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

Consent to Jurisdiction; Waiver of Jury Trial. The Guarantor irrevocably submits to the exclusive jurisdiction of any New York State court or federal court of the United States of America sitting in New York County, and any appellate court from any thereof, for the purposes of any proceeding arising out of this Guarantee or the transactions contemplated hereby (and agrees that no such proceeding relating to this Guarantee or the transactions contemplated hereby shall be brought by it except in such courts). The Guarantor irrevocably and unconditionally waives (and agrees not to plead or claim) any objection to the laying of venue of any proceeding arising out of this Guarantee or the transactions contemplated hereby in any New York State court or federal court of the United States of America sitting in New York County, and any appellate court from any thereof, or that any such proceeding brought in any such court has been brought in an inconvenient forum. The Guarantor also agrees that any final and non appealable judgment against it in connection with any proceeding shall be conclusive and binding on it and that such award or judgment may be enforced in any court of competent jurisdiction, either within or outside of the United States. A certified or exemplified copy of such award or judgment shall be conclusive evidence of the fact and amount of such award or judgment. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY ACTION OR PROCEEDING TO ENFORCE OR TO DEFEND ANY RIGHTS UNDER THIS GUARANTEE SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY.

Consent to Jurisdiction; Waiver of Jury Trial. The Guarantor Parties irrevocably submits submit to the exclusive jurisdiction of any New York State court or federal court of the United States of America sitting in New York County, and any appellate court from any thereof, for the purposes of any proceeding arising out of this Guarantee Agreement or the transactions contemplated hereby (and each agrees that no such proceeding relating to this Guarantee Agreement or the transactions contemplated hereby shall be brought by it except in such courts). The Guarantor Parties irrevocably and unconditionally waives waive (and agrees agree not to plead or claim) any objection to the laying of venue of any proceeding arising out of this Guarantee Agreement or the transactions contemplated hereby in any New York State court or federal court of the United States of America sitting in New York County, and any appellate court from any thereof, or that any such proceeding brought in any such court has been brought in an inconvenient forum. The Guarantor Each of the Parties also agrees that any final and non appealable judgment against it a Party in connection with any proceeding shall be conclusive and binding on it such Party and that such award or judgment may be enforced in any court of competent jurisdiction, either within or outside of the United States. A certified or exemplified copy of such award or judgment shall be conclusive evidence of the fact and amount of such award or judgment. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY ACTION OR PROCEEDING TO ENFORCE OR TO DEFEND ANY RIGHTS UNDER THIS GUARANTEE AGREEMENT SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY.

Consent to Jurisdiction; Waiver of Jury Trial. The Guarantor irrevocably submits Borrower hereby consents to the exclusive jurisdiction of any all courts of the State of New York State court or federal court of and the United States District Court for the Southern District of America sitting in New York CountyYork, and any appellate court as well as to the jurisdiction of all courts from any thereofwhich an appeal may be taken from such courts, for the purposes purpose of any suit, action or other proceeding arising out of or with respect to this Guarantee Agreement, any other Loan Document, any other agreements, instruments, certificates or other documents executed in connection herewith or therewith, or any of the transactions contemplated hereby or thereby, or any of the Borrower’s or any Subsidiary’s obligations hereunder or thereunder. The Borrower hereby waives the right to interpose any counterclaims (and agrees that no such proceeding relating to this Guarantee or the transactions contemplated hereby shall be other than compulsory counterclaims) in any action brought by it except the Lender hereunder or in respect of any other Loan Document, provided that this waiver shall not preclude the Borrower from pursuing any such courts)claims by means of separate proceedings. THE BORROWER HEREBY EXPRESSLY WAIVES ANY AND ALL OBJECTIONS WHICH IT MAY HAVE AS TO VENUE IN ANY OF SUCH COURTS, AND ALSO WAIVES TRIAL BY JURY IN ANY SUCH SUIT, ACTION OR PROCEEDING. The Guarantor irrevocably and unconditionally waives (and agrees not to plead or claim) any objection to the laying of venue of any proceeding arising out Lender may file a copy of this Guarantee or the transactions contemplated hereby in any New York State court or federal court of the United States of America sitting in New York County, and any appellate court from any thereof, or that any such proceeding brought in any such court has been brought in an inconvenient forum. The Guarantor also agrees that any final and non appealable judgment against it in connection with any proceeding shall be conclusive and binding on it and that such award or judgment may be enforced in any court of competent jurisdiction, either within or outside of the United States. A certified or exemplified copy of such award or judgment shall be conclusive Agreement as evidence of the fact and amount foregoing waiver of such award or judgment. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY ACTION OR PROCEEDING TO ENFORCE OR TO DEFEND ANY RIGHTS UNDER THIS GUARANTEE SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURYright to jury trial.

Consent to Jurisdiction; Waiver of Jury Trial. The Guarantor Each Party irrevocably submits to the exclusive jurisdiction of any New York the Court of Chancery of the State court or federal court of Delaware (unless the Federal courts have exclusive jurisdiction over the matter, in which case the United States District Court for the District of America sitting Delaware, or the Court of Chancery of the State of Delaware does not have jurisdiction, in New York County, and any appellate court from any thereof, which case the Superior Court of the State of Delaware) for the purposes of any legal proceeding arising out of this Guarantee or the transactions contemplated hereby (Agreement, and agrees that no to commence any such legal proceeding relating to this Guarantee or the transactions contemplated hereby shall be brought by it except only in such courts). The Guarantor Each Party further agrees that service of any process, summons, notice or document by United States registered mail to such Party’s respective address set forth herein shall be effective service of process for any such legal proceeding. Each Party irrevocably and unconditionally waives (and agrees not to plead or claim) any objection to the laying of venue of any legal proceeding arising out of this Guarantee Agreement in such courts, and hereby irrevocably and unconditionally waives and agrees not to plead or the transactions contemplated hereby claim in any New York State such court or federal court of the United States of America sitting in New York County, and any appellate court from any thereof, or that any such legal proceeding brought in any such court has been brought in an inconvenient forum. The Guarantor also agrees that any final and non appealable judgment against it in connection with any proceeding shall be conclusive and binding on it and that such award or judgment may be enforced in any court of competent jurisdiction, either within or outside of the United States. A certified or exemplified copy of such award or judgment shall be conclusive evidence of the fact and amount of such award or judgment. EACH PARTY HEREBY IRREVOCABLY WAIVES ALL RIGHT TO THE FULLEST EXTENT PERMITTED TRIAL BY APPLICABLE JURY IN ANY LEGAL PROCEEDING OR COUNTERCLAIM (WHETHER AT LAW, ANY ACTION IN EQUITY, BASED ON CONTRACT, TORT OR PROCEEDING OTHERWISE) ARISING OUT OF OR RELATING TO ENFORCE THIS AGREEMENT OR TO DEFEND ANY RIGHTS UNDER THIS GUARANTEE SHALL BE TRIED BEFORE A COURT THE ACTIONS OF SUCH PARTY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND NOT BEFORE A JURYENFORCEMENT HEREOF.

Consent to Jurisdiction; Waiver of Jury Trial. The Guarantor Parties irrevocably submits submit to the exclusive jurisdiction of any New York State court or federal court of the United States of America sitting in New York County, and any appellate court from any thereof, for the purposes of any proceeding arising out of this Guarantee Agreement or the transactions contemplated hereby (and each agrees that no such proceeding relating to this Guarantee Agreement or the transactions contemplated hereby shall be brought by it except in such courts). The Guarantor Parties irrevocably and unconditionally waives waive (and agrees agree not to plead or claim) any objection to the laying of venue of any proceeding arising out of this Guarantee Agreement or the transactions contemplated hereby in any New York State court or federal court of the United States of America sitting in New York County, and any appellate court from any thereof, or that any such proceeding brought in any such court has been brought in an inconvenient forum. The Guarantor Each of the Parties also agrees that any final and non appealable judgment against it a Party in connection with any proceeding shall be conclusive and binding on it such Party and that such award or judgment may be enforced in any court of competent jurisdiction, either within or outside of the United States. A certified or exemplified copy of such award or judgment shall be conclusive evidence of the fact and amount of such award or judgment. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY ACTION OR PROCEEDING TO ENFORCE OR TO DEFEND ANY RIGHTS UNDER THIS GUARANTEE AGREEMENT SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY.. [Signature Page Follows]

Consent to Jurisdiction; Waiver of Jury Trial. The Guarantor Each of the parties hereby irrevocably submits and unconditionally consents to the exclusive jurisdiction of any federal or state court of New York State court or federal court of the United States of America sitting in New York County, County and any appellate court from any thereof, for the purposes of any proceeding irrevocably agrees that all actions or proceedings arising out of this Guarantee or the transactions contemplated hereby (and agrees that no such proceeding relating to this Guarantee Agreement or the transactions contemplated hereby shall be brought by it litigated exclusively in such Courts. Each of the parties agrees not to commence any legal proceeding related hereto except in such courts)Courts. The Guarantor Each of the parties irrevocably waives any objection which it may now or hereafter have to the laying of the venue of any such proceeding in any such Court and hereby further irrevocably and unconditionally waives (and agrees not to plead or claim) any objection to the laying of venue of any proceeding arising out of this Guarantee or the transactions contemplated hereby claim in any New York State court or federal court of the United States of America sitting in New York County, and any appellate court from any thereof, or such Court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum. The Guarantor also Each of the parties irrevocably waives any right it may have to a trial by jury in any such action, suit or proceeding. Each of the parties agrees that the prevailing party in any final action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby shall be entitled to recover its reasonable fees and non appealable judgment against it expenses in connection with any proceeding shall be conclusive and binding on it and that such award or judgment may be enforced in any court of competent jurisdictiontherewith, either within or outside of the United States. A certified or exemplified copy of such award or judgment shall be conclusive evidence of the fact and amount of such award or judgment. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY ACTION OR PROCEEDING TO ENFORCE OR TO DEFEND ANY RIGHTS UNDER THIS GUARANTEE SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURYincluding legal fees.

Consent to Jurisdiction; Waiver of Jury Trial. The Guarantor Each of the parties hereby irrevocably submits and unconditionally consents to the exclusive jurisdiction of any federal or state court of New York State court or federal court of the United States of America sitting in Manhattan, New York, New York County, and any appellate court from any thereof, for the purposes of any proceeding irrevocably agrees that all actions or proceedings arising out of this Guarantee or the transactions contemplated hereby (and agrees that no such proceeding relating to this Guarantee Agreement or the transactions contemplated hereby shall be brought by it litigated exclusively in such Courts. Each of the parties agrees not to commence any legal proceeding related hereto except in such courts)Court. The Guarantor Each of the parties irrevocably waives any objection which it may now or hereafter have to the laying of the venue of any such proceeding in any such Court and hereby further irrevocably and unconditionally waives (and agrees not to plead or claim) any objection to the laying of venue of any proceeding arising out of this Guarantee or the transactions contemplated hereby claim in any New York State court or federal court of the United States of America sitting in New York County, and any appellate court from any thereof, or such Court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum. The Guarantor also Each of the parties irrevocably waives any right it may have to a trial by jury in any such action, suit or proceeding. Each of the parties agrees that the prevailing party in any final action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby shall be entitled to recover its reasonable fees and non appealable judgment against it expenses in connection with any proceeding shall be conclusive and binding on it and that such award or judgment may be enforced in any court of competent jurisdictiontherewith, either within or outside of the United States. A certified or exemplified copy of such award or judgment shall be conclusive evidence of the fact and amount of such award or judgment. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY ACTION OR PROCEEDING TO ENFORCE OR TO DEFEND ANY RIGHTS UNDER THIS GUARANTEE SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURYincluding legal fees.

Consent to Jurisdiction; Waiver of Jury Trial. The Guarantor parties hereto hereby irrevocably submits and unconditionally consent to submit to the exclusive jurisdiction of any the courts of the State of New York State court or located in New York County and the federal court courts of the United States of America sitting located in New York County, and the appropriate appellate courts therefrom for any appellate court from any thereofactions, for the purposes of any proceeding suits or proceedings arising out of or relating to this Guarantee or Agreement and the transactions contemplated hereby (and agrees that no such proceeding relating to this Guarantee or the transactions contemplated hereby shall be brought by it except in such courts)hereby. The Guarantor parties hereto hereby irrevocably and unconditionally waives consent to the jurisdiction of such courts (and agrees not of the appropriate appellate courts therefrom) in any such action, suit or proceeding and irrevocably waive, to plead or claim) the fullest extent permitted by law, any objection that they may now or hereafter have to the laying of the venue of any such action, suit or proceeding arising out of this Guarantee or the transactions contemplated hereby in any New York State such court or federal court of the United States of America sitting in New York County, and any appellate court from any thereof, or that any such action, suit or proceeding which is brought in any such court has been brought in an inconvenient forum. The Guarantor also agrees that Process in any final and non appealable judgment against it in connection with any such action, suit or proceeding shall be conclusive and binding on it and that such award or judgment may be enforced served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Each of the parties hereto hereby consents to process being served by any party to this Agreement in any court of competent jurisdictionsuit, either within action, or outside proceeding of the United Statesnature specified in the paragraph above by the mailing of a copy thereof in the manner specified by the provisions of Section 11(b). A certified or exemplified copy of such award or judgment shall be conclusive evidence of the fact and amount of such award or judgment. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO THE FULLEST EXTENT PERMITTED TRIAL BY APPLICABLE LAWJURY IN ANY ACTION, ANY ACTION PROCEEDING OR PROCEEDING COUNTERCLAIM ARISING OUT OF OR RELATING TO ENFORCE OR TO DEFEND ANY RIGHTS UNDER THIS GUARANTEE SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURYAGREEMENT.

Consent to Jurisdiction; Waiver of Jury Trial. The Guarantor Parties irrevocably submits submit to the exclusive jurisdiction of any New York State court or federal court of the United States of America sitting in New York County, and any appellate court from any thereof, for the purposes of any proceeding arising out of this Guarantee CRSA or the transactions contemplated hereby (and each agrees that no such proceeding relating to this Guarantee CRSA or the transactions contemplated hereby shall be brought by it except in such courts). The Guarantor Parties irrevocably and unconditionally waives waive (and agrees agree not to plead or claim) any objection to the laying of venue of any proceeding arising out of this Guarantee CRSA or the transactions contemplated hereby in any New York State court or federal court of the United States of America sitting in New York County, and any appellate court from any thereof, or that any such proceeding brought in any such court has been brought in an inconvenient forum. The Guarantor Each of the Parties also agrees that any final and non appealable judgment against it a Party in connection with any proceeding shall be conclusive and binding on it such Party and that such award or judgment may be enforced in any court of competent jurisdiction, either within or outside of the United States. A certified or exemplified copy of such award or judgment shall be conclusive evidence of the fact and amount of such award or judgment. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY ACTION OR PROCEEDING TO ENFORCE OR TO DEFEND ANY RIGHTS UNDER THIS GUARANTEE CRSA SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY.

Consent to Jurisdiction; Waiver of Jury Trial. The Guarantor Each of the parties hereby irrevocably submits and unconditionally consents to the exclusive jurisdiction of any federal or state court of New York State court or federal court of the United States of America sitting in New York County, County and any appellate court from any thereof, for the purposes of any proceeding irrevocably agrees that all actions or proceedings arising out of this Guarantee or the transactions contemplated hereby (and agrees that no such proceeding relating to this Guarantee Agreement or the transactions contemplated hereby shall be brought by it litigated exclusively in such Courts. Each of the parties agrees not to commence any legal proceeding related hereto except in such courts)Court. The Guarantor Each of the parties irrevocably waives any objection which it may now or hereafter have to the laying of the venue of any such proceeding in any such Court and hereby further irrevocably and unconditionally waives (and agrees not to plead or claim) any objection to the laying of venue of any proceeding arising out of this Guarantee or the transactions contemplated hereby claim in any New York State court or federal court of the United States of America sitting in New York County, and any appellate court from any thereof, or such Court that any such action, suit or proceeding brought bought in any such court has been brought in an inconvenient forum. The Guarantor also Each of the parties irrevocably waives any right it may have to a trial by jury in any such action, suit or proceeding. Each of the parties agrees that the prevailing party in any final action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby shall be entitled to recover its reasonable fees and non appealable judgment against it expenses in connection with any proceeding shall be conclusive and binding on it and that such award or judgment may be enforced in any court of competent jurisdictiontherewith, either within or outside of the United States. A certified or exemplified copy of such award or judgment shall be conclusive evidence of the fact and amount of such award or judgment. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY ACTION OR PROCEEDING TO ENFORCE OR TO DEFEND ANY RIGHTS UNDER THIS GUARANTEE SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURYincluding legal fees.

Consent to Jurisdiction; Waiver of Jury Trial. The Guarantor Parties irrevocably submits submit to the exclusive jurisdiction of any New York State court or federal court of the United States of America sitting in New York County, and any appellate court from any thereof, for the purposes of any proceeding arising out of this Guarantee Agreement or the transactions contemplated hereby (and each agrees that no such proceeding relating to this Guarantee Agreement or the transactions contemplated hereby shall be brought by it except in such courts). The Guarantor Parties irrevocably and unconditionally waives waive (and agrees agree not to plead or claim) (a) any objection to the laying of venue of any proceeding arising out of this Guarantee Agreement or the transactions contemplated hereby in any New York State court or federal court of the United States of America sitting in New York County, and any appellate court from any thereof, and (b) any pleading or claim that any such proceeding brought in any such court has been brought in an inconvenient forum. The Guarantor Each of the Parties also agrees that any final and non appealable judgment against it a Party in connection with any proceeding shall be conclusive and binding on it such Party and that such award or judgment may be enforced in any court of competent jurisdiction, either within or outside of the United States. A certified or exemplified copy of such award or judgment shall be conclusive evidence of the fact and amount of such award or judgment. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY ACTION OR PROCEEDING TO ENFORCE OR TO DEFEND ANY RIGHTS UNDER THIS GUARANTEE AGREEMENT SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY.

Consent to Jurisdiction; Waiver of Jury Trial. The Guarantor irrevocably submits parties hereto agree to submit any matter or dispute resulting from or arising out of the execution, performance, interpretation, breach or termination of this Agreement to the non-exclusive jurisdiction of federal or state courts within the State of New York. Each of the parties agrees that service of any process, summons, notice or document in the manner set forth in Section 7.2 hereof or in such other manner as may be permitted by applicable law, shall be effective service of process for any proceeding in the State of New York State court or federal court with respect to any matters to which it has submitted to jurisdiction in this Section 7.9. Each of the United States parties hereto irrevocably and unconditionally agrees that it is subject to, and hereby submits to, the personal jurisdiction of America sitting the courts located in the State of New York Countyfor any action, and any appellate court from any thereof, for the purposes of any suit or proceeding arising out of this Guarantee Subscription Agreement or the transactions contemplated hereby (hereunder and agrees that no such proceeding relating to this Guarantee or the transactions contemplated hereby shall be brought by it except in such courts). The Guarantor irrevocably and unconditionally waives (and agrees not to plead or claim) any objection to the laying of venue of any proceeding arising out of this Guarantee or the transactions contemplated hereby in any New York State court or federal court of the United States District Court for the Southern District of America sitting in New York, or the New York Countystate courts if the federal jurisdictional standards are not satisfied, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any appellate such court from any thereof, or that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum. The Guarantor also agrees that any final and non appealable judgment against it in connection with any proceeding shall be conclusive and binding on it and that such award or judgment may be enforced in any court of competent jurisdiction, either within or outside of the United States. A certified or exemplified copy of such award or judgment shall be conclusive evidence of the fact and amount of such award or judgment. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY ACTION OR PROCEEDING EACH OF THE PARTIES HEREBY IRREVOCABLY WAIVES ITS RIGHTS TO ENFORCE OR TO DEFEND ANY RIGHTS UNDER THIS GUARANTEE SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A TRIAL BY JURY.

Consent to Jurisdiction; Waiver of Jury Trial. The Guarantor (a) Each of the Parties irrevocably submits to the exclusive jurisdiction of any New York (i) state courts of the State court or federal court of Nevada and (ii) the United States District Court for the State of America sitting in New York County, and any appellate court from any thereof, Nevada for the purposes of any suit, Action or other proceeding arising out of or relating to this Guarantee Agreement or the transactions any transaction contemplated hereby (and agrees that no such not to commence any Action, suit or proceeding relating to this Guarantee or the transactions contemplated hereby shall be brought by it hereto except in such courts). The Guarantor 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 immediately preceding sentence. Each of the Parties irrevocably and unconditionally waives (and agrees not to plead or claim) any objection to the laying of venue of any Action, suit or proceeding arising out of or relating to this Guarantee Agreement or the transactions contemplated hereby in any New York (i) state courts of the State court of Nevada or federal court of (ii) the United States District Court for the State of America sitting in New York CountyNevada, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any appellate such court from any thereof, or that any such Action, suit or proceeding brought in any such court has been brought in an inconvenient forum. The Guarantor also Notwithstanding the foregoing, each Party agrees that a final judgment in any final and non appealable judgment against it in connection with any Action or proceeding so brought shall be conclusive and binding on it and that such award or judgment may be enforced by suit on the judgment in any court of competent jurisdiction, either within jurisdiction or outside of the United States. A certified in any other manner provided in law or exemplified copy of such award or judgment shall be conclusive evidence of the fact and amount of such award or judgment. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY ACTION OR PROCEEDING TO ENFORCE OR TO DEFEND ANY RIGHTS UNDER THIS GUARANTEE SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURYin equity.

Consent to Jurisdiction; Waiver of Jury Trial. The Guarantor Each of the parties hereto irrevocably submits to the exclusive jurisdiction of any New York State court or federal court of the United States District Court for the District of America sitting in New York County, and any appellate court from any thereofMaryland, for the purposes of any suit, action or other proceeding arising out of this Guarantee Agreement or any transaction contemplated hereby. Each of the transactions contemplated hereby (and parties hereto further agrees that no service of any process, summons, notice or document by U.S. certified mail to such proceeding relating to this Guarantee or the transactions contemplated hereby Party’s respective address set forth in Section 10.2 shall be brought by effective service of process for any Legal Proceeding in Maryland with respect to any matters to which it except has submitted to jurisdiction as set forth above in such courts)the immediately preceding sentence. The Guarantor Each of the parties hereto irrevocably and unconditionally waives (and agrees not to plead or claim) any objection to the laying of venue of any proceeding Legal Proceeding arising out of this Guarantee Agreement or the transactions contemplated hereby in any New York State court or federal court of the United States District Court for the District of America sitting in New York CountyMaryland, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any appellate such court from any thereof, or that any such proceeding Legal Proceeding brought in any such court has been brought in an inconvenient forum. The Guarantor also agrees that any final and non appealable judgment against it in connection with any proceeding shall be conclusive and binding on it and that such award or judgment may be enforced in any court of competent jurisdiction, either within or outside of the United States. A certified or exemplified copy of such award or judgment shall be conclusive evidence of the fact and amount of such award or judgment. 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 FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY ACTION OR PROCEEDING TO ENFORCE OR TO DEFEND ANY RIGHTS UNDER THIS GUARANTEE SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURYTRANSACTIONS CONTEMPLATED HEREBY.

Consent to Jurisdiction; Waiver of Jury Trial. The Guarantor (a) Each of the Parties irrevocably submits to the exclusive jurisdiction of any New York State court or the federal court courts of the United States of America sitting located in New York County, the State of Delaware and any appellate court from any thereof, the Court of Chancery of the State of Delaware for the purposes of any suit, Action or other proceeding arising out of or relating to this Guarantee Agreement or the transactions any transaction contemplated hereby (and agrees that no such not to commence any Action, suit or proceeding relating to this Guarantee or the transactions contemplated hereby shall be brought by it hereto except in such courts). The Guarantor 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 will 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 as set forth in the immediately preceding sentence. Each of the Parties irrevocably and unconditionally waives (and agrees not to plead or claim) any objection to the laying of venue of any Action, suit or proceeding arising out of or relating to this Guarantee Agreement or the transactions contemplated hereby in any New York State court or the federal court courts of the United States of America sitting located in New York Countythe State of Delaware and the Court of Chancery of the State of Delaware, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any appellate such court from any thereof, or that any such Action, suit or proceeding brought in any such court has been brought in an inconvenient forum. The Guarantor also Notwithstanding the foregoing, each Party agrees that a final judgment in any final and non appealable judgment against it in connection with any Action or proceeding so brought shall be conclusive and binding on it and that such award or judgment may be enforced by suit on the judgment in any court of competent jurisdiction, either within jurisdiction or outside of the United States. A certified in any other manner provided in law or exemplified copy of such award or judgment shall be conclusive evidence of the fact and amount of such award or judgment. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY ACTION OR PROCEEDING TO ENFORCE OR TO DEFEND ANY RIGHTS UNDER THIS GUARANTEE SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURYin equity.

Consent to Jurisdiction; Waiver of Jury Trial. The Guarantor Each of the parties hereto irrevocably and unconditionally submits to the non-exclusive jurisdiction of The United States District Court for the Southern District of New York. In any New York State court action, suit or federal court other proceeding, each of the United States of America sitting in New York County, and any appellate court from any thereof, for the purposes of any proceeding arising out of this Guarantee or the transactions contemplated hereby (and agrees that no such proceeding relating to this Guarantee or the transactions contemplated hereby shall be brought by it except in such courts). The Guarantor parties hereto irrevocably and unconditionally waives (and agrees not to plead assert by way of motion, as a defense or claim) otherwise any objection claims that it is not subject to the laying of venue of any proceeding arising out of this Guarantee or the transactions contemplated hereby in any New York State court or federal court jurisdiction of the United States of America sitting in New York Countyabove courts, and any appellate court from any thereof, that such action or that any such proceeding brought in any such court has been suit is brought in an inconvenient forumforum or that the venue of such action, suit or other proceeding is improper. The Guarantor Each of the parties hereto also agrees that any final and non appealable unappealable judgment against it a party hereto in connection with any action, suit or other proceeding shall be conclusive and binding on it such party and that such award or judgment may be enforced in any court of competent jurisdiction, either within or outside of the United States. A certified or exemplified copy of such award or judgment shall be conclusive evidence of the fact and amount of such award or judgment. THE PARTIES HERETO, HAVING CAREFULLY CONSIDERED THE ISSUE, AND HAVING SOUGHT AND OBTAINED THE ADVICE OF COUNSEL, KNOWINGLY, INTENTIONALLY AND IRREVOCABLY WAIVE ANY RIGHT TO THE FULLEST EXTENT PERMITTED TRIAL BY APPLICABLE LAW, JURY WITH RESPECT TO ANY ACTION CLAIM OR PROCEEDING RELATED TO ENFORCE OR TO DEFEND ARISING OUT OF THIS AGREEMENT AND ANY RIGHTS UNDER THIS GUARANTEE SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURYOTHER AGREEMENT DELIVERED IN CONNECTION HEREWITH.

Consent to Jurisdiction; Waiver of Jury Trial. The Guarantor Parties irrevocably submits submit to the exclusive jurisdiction of any New York State court or federal court of the United States of America sitting in New York County, and any appellate court from any thereof, for the purposes of any proceeding arising out of this Guarantee Agreement or the transactions contemplated hereby (and each agrees that no such proceeding relating to this Guarantee Agreement or the transactions contemplated hereby shall be brought by it except in such courts). The Guarantor Parties irrevocably and unconditionally waives waive (and agrees agree not to plead or claim) any objection to the laying of venue of any proceeding arising out of this Guarantee Agreement or the transactions contemplated hereby in any New York State court or federal court of the United States of America sitting in New York County, and any appellate court from any thereof, or that any such proceeding brought in any such court has been brought in an inconvenient forum. The Guarantor Each of the Parties also agrees that any final and non non-appealable judgment against it a Party in connection with any proceeding shall be conclusive and binding on it such Party and that such award or judgment may be enforced in any court of competent jurisdiction, either within or outside of the United States. A certified or exemplified copy of such award or judgment shall be conclusive evidence of the fact and amount of such award or judgment. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY ACTION OR PROCEEDING TO ENFORCE OR TO DEFEND ANY RIGHTS UNDER THIS GUARANTEE AGREEMENT SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY.

Consent to Jurisdiction; Waiver of Jury Trial. The Guarantor Parties irrevocably submits submit to the exclusive jurisdiction of any New York State court or federal court of the United States of America sitting in New York County, and any appellate court from any thereof, for the purposes of any proceeding arising out of this Guarantee Agreement or the transactions contemplated hereby (and each agrees that no such proceeding relating to this Guarantee Agreement or the transactions contemplated hereby shall be brought by it except in such courts). The Guarantor Parties irrevocably and unconditionally waives waive (and agrees agree not to plead or claim) any objection to the laying of venue of any proceeding arising out of this Guarantee Agreement or the transactions contemplated hereby in any New York State court or federal court of the United States of America sitting in New York County, and any appellate court from any thereof, or that any such proceeding brought in any such court has been brought in an inconvenient forum. The Guarantor Each of the Parties also agrees that any final and non appealable judgment against it a Party in connection with any proceeding shall be conclusive and binding on it such Party and that such award or judgment may be enforced in any court of competent jurisdiction, either within or outside of the United States. A certified or exemplified copy of such award or judgment shall be conclusive evidence of the fact and amount of such award or judgment. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY ACTION OR PROCEEDING TO ENFORCE OR TO DEFEND ANY RIGHTS UNDER THIS GUARANTEE AGREEMENT SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY.. [Signature Page Follows] | NY\1935978.9||

Consent to Jurisdiction; Waiver of Jury Trial. The Guarantor Each of Seller and Buyer hereby irrevocably submits and unconditionally consents to submit to the sole and exclusive jurisdiction of any New York the courts of the State court or federal court of Delaware and of the United States federal courts located in the State of America sitting in New York County, and Delaware (the "Chosen Courts") for any appellate court from any thereof, for the purposes of any proceeding litigation arising out of or relating to this Guarantee Agreement, or the negotiation, validity or performance of this Agreement, or the transactions contemplated hereby (and agrees that no such proceeding not to commence any litigation relating to this Guarantee or the transactions contemplated hereby shall be brought by it thereto except in such courts). The Guarantor irrevocably and unconditionally , waives (and agrees not to plead or claim) any objection to the laying of venue of any proceeding arising out of this Guarantee such litigation in the Chosen Courts and agrees not to plead or the transactions contemplated hereby claim in any New York State court or federal court of the United States of America sitting in New York County, and any appellate court from any thereof, or Chosen Court that any such proceeding litigation brought in any such court therein has been brought in an any inconvenient forum. The Guarantor Each of Seller and Buyer hereby agrees, (a) to the extent such party is not otherwise subject to service of process in the State of Delaware, to appoint and maintain an agent in the State of Delaware as such party's agent for acceptance of legal process and (b) that service of process may also agrees that any final and non appealable judgment against it in connection be made on such party by prepaid certified mail with any proceeding shall be conclusive and binding on it and that such award or judgment may be enforced in any court a proof of competent jurisdiction, either within or outside of mailing receipt validated by the United States. A certified or exemplified copy of such award or judgment shall be conclusive States Postal Service constituting evidence of valid service. Service made pursuant to (a) or (b) above shall have the fact same legal force and amount effect as if served upon such party personally within the State of such award or judgmentDelaware. 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 FULLEST EXTENT PERMITTED TRANSACTIONS CONTEMPLATED BY APPLICABLE LAW, ANY ACTION OR PROCEEDING TO ENFORCE OR TO DEFEND ANY RIGHTS UNDER THIS GUARANTEE SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURYAGREEMENT.

Consent to Jurisdiction; Waiver of Jury Trial. The Guarantor Each of the Parties hereto irrevocably submits to the exclusive jurisdiction of the Delaware Court of Chancery or any New York Federal court located in the State court or federal court of the United States of America sitting in New York County, and any appellate court from any thereofDelaware, for the purposes of any suit, action or other proceeding arising out of this Guarantee Agreement or any transaction contemplated hereby. Each of the transactions contemplated hereby (and Parties hereto further agrees that no service of any process, summons, notice or document by U.S. certified mail to such proceeding relating to this Guarantee or the transactions contemplated hereby Party’s respective address set forth in Section 11.01 shall be brought by effective service of process for any action, suit or proceeding in Delaware with respect to any matters to which it except has submitted to jurisdiction as set forth above in such courts)the immediately preceding sentence. The Guarantor Each of the Parties hereto irrevocably and unconditionally waives (and agrees not to plead or claim) any objection to the laying of venue of any action, suit or proceeding arising out of this Guarantee Agreement or the transactions contemplated hereby in (a) the Delaware Court of Chancery or (b) any New York Federal court located in the State court or federal court of the United States of America sitting in New York CountyDelaware, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any appellate such court from any thereof, or that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum. The Guarantor also agrees that any final and non appealable judgment against it in connection with any proceeding shall be conclusive and binding on it and that such award or judgment may be enforced in any court of competent jurisdiction, either within or outside of the United States. A certified or exemplified copy of such award or judgment shall be conclusive evidence of the fact and amount of such award or judgment. 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 FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY ACTION OR PROCEEDING TO ENFORCE OR TO DEFEND ANY RIGHTS UNDER THIS GUARANTEE SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURYTRANSACTIONS CONTEMPLATED HEREBY.

Consent to Jurisdiction; Waiver of Jury Trial. The Guarantor Each of the Parties irrevocably submits to the exclusive jurisdiction of the Court of Chancery of the State of Delaware, or if such court does not have jurisdiction, any New York State court state or federal court of the United States of America sitting in within New York Castle County, and any appellate court from any thereofDelaware, for the purposes of any suit, action or other proceeding arising out of this Guarantee Agreement or any transaction contemplated hereby. To the transactions contemplated hereby (and agrees extent that no service of process by mail is permitted by applicable Law, each Party irrevocably consents to the service of process in any such suit, action or other proceeding relating to this Guarantee or the transactions contemplated hereby shall be brought by it except in such courts)courts by the mailing of such process by registered or certified mail, postage prepaid, at its address for notices provided for herein. The Guarantor Nothing herein shall affect the right of any Person to serve process in any other manner permitted by Law. Each of the Parties irrevocably and unconditionally waives (and agrees not to plead or claim) any objection to the laying of venue of any action, suit or proceeding arising out of this Guarantee Agreement or the transactions contemplated hereby in (a) the Court of Chancery of the State of Delaware or (b) any New York State court state or federal court of the United States of America sitting in within New York Castle County, Delaware, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any appellate such court from any thereof, or that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum. The Guarantor also agrees that Parties hereby irrevocably and unconditionally waive trial by jury in any final and non appealable judgment against it legal action or proceeding relating to this Agreement or any other agreement entered into in connection therewith and for any counterclaim with any proceeding shall be conclusive and binding on it and that such award or judgment may be enforced in any court of competent jurisdiction, either within or outside of the United States. A certified or exemplified copy of such award or judgment shall be conclusive evidence of the fact and amount of such award or judgment. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY ACTION OR PROCEEDING TO ENFORCE OR TO DEFEND ANY RIGHTS UNDER THIS GUARANTEE SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURYrespect thereto.

Consent to Jurisdiction; Waiver of Jury Trial. The Guarantor hereby irrevocably submits consents to the exclusive jurisdiction of any the courts of the State of New York State court or and of any federal court of the United States of America sitting located in New York County, and such state in connection with any appellate court from any thereof, for the purposes of any action or proceeding arising out of this Guarantee or the transactions contemplated hereby (and agrees that no such proceeding relating to this Guarantee Guaranty Agreement. Any such action or proceeding will be maintained in the transactions contemplated hereby shall be brought by it except in such courts). The Guarantor irrevocably and unconditionally waives (and agrees not to plead United States District Court for the Southern District of New York or claim) any objection to the laying of venue of any proceeding arising out of this Guarantee or the transactions contemplated hereby in any New York State court or federal court of the United States State of America sitting in New York County, located in the County of New York and Guarantor waives any appellate court from any thereof, objections based upon venue or that any such proceeding brought in any such court has been brought in an inconvenient forum. The Guarantor also agrees that any final and forum non appealable judgment against it conveniens in connection with any such action or proceeding. Guarantor consents that process in any such action or proceeding shall be conclusive and binding on it and that such award or judgment may be enforced served upon it by registered mail directed to Guarantor at its address set forth at the head of the Guaranty Agreement or in any court other manner permitted by applicable law or rules of competent jurisdiction, either within or outside court. Guarantor hereby irrevocably appoints the Secretary of State of the United StatesState of New York as its agent to receive service of process in any such action or proceeding. A certified or exemplified copy of such award or judgment shall be conclusive evidence of the fact and amount of such award or judgment. GUARANTOR HEREBY WAIVES ANY RIGHT TO THE FULLEST EXTENT PERMITTED TRIAL BY APPLICABLE LAWJURY WITH RESPECT TO ANY ACTION, ANY ACTION SUIT OR PROCEEDING TO ENFORCE COMMENCED BY OBLIGEE, OBLIGOR, GUARANTOR OR TO DEFEND OTHERWISE IN CONNECTION WITH THIS GUARANTY AGREEMENT OR ANY RIGHTS UNDER OF THE AGREEMENTS. THIS GUARANTEE SHALL BE TRIED BEFORE A COURT WAIVER HAS BEEN SPECIFICALLY NEGOTIATED BY THE PARTIES WITH FULL COGNIZANCE AND NOT BEFORE A JURYUNDERSTANDING OF THEIR RIGHTS.

Consent to Jurisdiction; Waiver of Jury Trial. The Guarantor irrevocably submits to the exclusive jurisdiction of any New York State court or federal court of the United States of America sitting in New York County, and any appellate court from any thereof, for the purposes of any proceeding arising out of this Guarantee or the transactions contemplated hereby (and agrees that no such proceeding relating to this Guarantee or the transactions contemplated hereby shall be brought by it except in such courts). The Guarantor irrevocably and unconditionally waives (and agrees not to plead or claim) any objection to the laying of venue of any proceeding arising out of this Guarantee or the transactions contemplated hereby in any New York State court or federal court of the United States of America sitting in New York County, and any appellate court from any thereof, or that any such proceeding brought in any such court has been brought in an inconvenient forum. The Guarantor also agrees that any final and non non-appealable judgment against it in connection with any proceeding shall be conclusive and binding on it and that such award or judgment may be enforced in any court of competent jurisdiction, either within or outside of the United States. A certified or exemplified copy of such award or judgment shall be conclusive evidence of the fact and amount of such award or judgment. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY ACTION OR PROCEEDING TO ENFORCE OR TO DEFEND ANY RIGHTS UNDER THIS GUARANTEE SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY.

Consent to Jurisdiction; Waiver of Jury Trial. The Guarantor Parties irrevocably submits submit to the exclusive jurisdiction of any New York State court or federal court of the United States of America sitting in New York County, and any appellate court from any thereof, for the purposes of any proceeding arising out of this Guarantee Agreement or the transactions contemplated hereby (and each agrees that no such proceeding relating to this Guarantee Agreement or the transactions contemplated hereby shall be brought by it except in such courts). The Guarantor Parties irrevocably and unconditionally waives waive (and agrees agree not to plead or claim) any objection to the laying of venue of any proceeding arising out of this Guarantee Agreement or the transactions contemplated hereby in any New York State court or federal court of the United States of America sitting in New York County, and any appellate court from any thereof, or that any such proceeding brought in any such court has been brought in an inconvenient forum. The Guarantor Each of the Parties also agrees that any final and non non- appealable judgment against it a Party in connection with any proceeding shall be conclusive and binding on it such Party and that such award or judgment may be enforced in any court of competent jurisdiction, either within or outside of the United States. A certified or exemplified copy of such award or judgment shall be conclusive evidence of the fact and amount of such award or judgment. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY ACTION OR PROCEEDING TO ENFORCE OR TO DEFEND ANY RIGHTS UNDER THIS GUARANTEE AGREEMENT SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY.. [Signature Page Follows]

Consent to Jurisdiction; Waiver of Jury Trial. The Guarantor (a) Each of the Parties irrevocably submits to the exclusive jurisdiction of any New York (i) state courts of the State court or federal court of Delaware and (ii) the United States District Court for the District of America sitting in New York County, and any appellate court from any thereof, Delaware for the purposes of any suit, Action or other proceeding arising out of or relating to this Guarantee Agreement or the transactions any transaction contemplated hereby (and agrees that no such not to commence any Action, suit or proceeding relating to this Guarantee or the transactions contemplated hereby shall be brought by it hereto except in such courts). The Guarantor 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 will 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 as set forth in the immediately preceding sentence. Each of the Parties irrevocably and unconditionally waives (and agrees not to plead or claim) any objection to the laying of venue of any Action, suit or proceeding arising out of or relating to this Guarantee Agreement or the transactions contemplated hereby in any New York (A) state courts of the State court of Delaware or federal court of (B) the United States District Court for the District of America sitting in New York CountyDelaware, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any appellate such court from any thereof, or that any such Action, suit or proceeding brought in any such court has been brought in an inconvenient forum. The Guarantor also Notwithstanding the foregoing, each Party agrees that a final judgment in any final and non appealable judgment against it in connection with any Action or proceeding so brought shall be conclusive and binding on it and that such award or judgment may be enforced by suit on the judgment in any court of competent jurisdiction, either within jurisdiction or outside of the United States. A certified in any other manner provided in law or exemplified copy of such award or judgment shall be conclusive evidence of the fact and amount of such award or judgment. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY ACTION OR PROCEEDING TO ENFORCE OR TO DEFEND ANY RIGHTS UNDER THIS GUARANTEE SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURYin equity.

Consent to Jurisdiction; Waiver of Jury Trial. The Guarantor Each Grantor hereby irrevocably submits to the exclusive nonexclusive jurisdiction of any United States Federal or New York State court or federal court of the United States of America sitting in New York County, and City in any appellate court from any thereof, for the purposes of any action or proceeding arising out of this Guarantee or the transactions contemplated hereby (and agrees that no such proceeding relating to this Guarantee Agreement or the transactions contemplated any other Collateral Document, and each Grantor hereby shall irrevocably agrees that all claims in respect of such action or proceeding may be brought by it except heard and determined in any such courts). The Guarantor United States Federal or New York State court and each Grantor irrevocably and unconditionally waives (and agrees not to plead or claim) any objection, including, without limitation, any objection to the laying of venue or based on the grounds of forum non conveniens which it may now or hereafter have to the bringing of any such action or proceeding arising out in such respective jurisdictions. As a method of this Guarantee or service, each Grantor also irrevocably consents to the transactions contemplated hereby service of any and all process in any New York State court such actions or federal court of the United States of America sitting in New York County, and any appellate court from any thereof, or that any such proceeding brought in any such court has been brought in an inconvenient forum. The Guarantor also agrees that any final and non appealable judgment against it in connection with any proceeding shall be conclusive and binding on it and that such award or judgment may be enforced in any court of competent jurisdiction, either within or outside of the United States. A certified or exemplified copy State of New York by the delivery of copies of such award process to such Grantor, at its address specified in Section 11.2 or judgment shall by certified mail direct to such address, such service to be conclusive evidence of the fact and amount of effective upon such award delivery or judgment5 days after such mailing. EACH GRANTOR AND THE TRUSTEE HEREBY WAIVES ALL RIGHT TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, A JURY TRIAL IN ANY ACTION PROCEEDING ARISING OUT OF OR PROCEEDING RELATING TO ENFORCE THIS AGREEMENT OR TO DEFEND ANY RIGHTS UNDER THIS GUARANTEE SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURYOTHER COLLATERAL DOCUMENT OR ANY MATTER ARISING HEREUNDER OR THEREUNDER.

Consent to Jurisdiction; Waiver of Jury Trial. The Guarantor Each Grantor hereby irrevocably submits to the exclusive nonexclusive jurisdiction of any United States Federal or New York State court or federal court of the United States of America sitting in New York County, and City in any appellate court from any thereof, for the purposes of any action or proceeding arising out of this Guarantee or the transactions contemplated hereby (and agrees that no such proceeding relating to this Guarantee Agreement or the transactions contemplated any other Shared Collateral Document, and each Grantor hereby shall irrevocably agrees that all claims in respect of such action or proceeding may be brought by it except heard and determined in any such courts). The Guarantor United States Federal or New York State court and each Grantor irrevocably and unconditionally waives (and agrees not to plead or claim) any objection, including, without limitation, any objection to the laying of venue or based on the grounds of forum non conveniens which it may now or hereafter have to the bringing of any such action or proceeding arising out in such respective jurisdictions. As a method of this Guarantee or service, each Grantor also irrevocably consents to the transactions contemplated hereby service of any and all process in any New York State court such actions or federal court of the United States of America sitting in New York County, and any appellate court from any thereof, or that any such proceeding brought in any such court has been brought in an inconvenient forum. The Guarantor also agrees that any final and non appealable judgment against it in connection with any proceeding shall be conclusive and binding on it and that such award or judgment may be enforced in any court of competent jurisdiction, either within or outside of the United States. A certified or exemplified copy State of New York by the delivery of copies of such award process to such Grantor, at its address specified in Section 8.2 or judgment shall by certified mail direct to such address, such service to be conclusive evidence of the fact and amount of effective upon such award delivery or judgment5 days after such mailing. EACH GRANTOR AND THE COLLATERAL TRUSTEE HEREBY WAIVES ALL RIGHT TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, A JURY TRIAL IN ANY ACTION PROCEEDING ARISING OUT OF OR PROCEEDING RELATING TO ENFORCE THIS AGREEMENT OR TO DEFEND ANY RIGHTS UNDER THIS GUARANTEE SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURYOTHER SHARED COLLATERAL DOCUMENT OR ANY MATTER ARISING HEREUNDER OR THEREUNDER.

Consent to Jurisdiction; Waiver of Jury Trial. The Guarantor Parties hereto irrevocably consent and agree that United States federal courts sitting in the Borough of Manhattan, New York, New York are to have exclusive jurisdiction to settle any disputes which may arise out of or in connection with this Agreement and that, accordingly, any proceedings may only be brought in such courts, except that actions to enforce any final judgment or award may be filed in any court having jurisdiction. By execution and delivery of this Agreement, each Party (for itself, its Affiliates and its designees) irrevocably and unconditionally consents and submits to the exclusive jurisdiction of any New York State court or federal court of such courts and the United States of America sitting in New York Countyappellate courts therefrom, and waives any appellate court from right it may have to assert the doctrine of forum non conveniens or similar doctrine or to object to venue with respect to any thereof, for the purposes of any proceeding arising out of this Guarantee or the transactions contemplated hereby (and agrees that no such proceeding relating to this Guarantee or the transactions contemplated hereby shall be brought by it except in such courts)proceeding. The Guarantor Parties irrevocably and unconditionally waives (and agrees not to plead or claim) any objection consent to the laying service of venue of any proceeding arising out of this Guarantee or the transactions contemplated hereby in any New York State court or federal court of the United States of America sitting in New York County, and any appellate court from any thereof, or that any such proceeding brought process in any such court has been brought Action by the mailing of copies thereof by registered or certified mail, first class postage prepaid, return receipt requested, to the addresses set forth or incorporated in an inconvenient forum. The Guarantor also agrees that any final and non appealable judgment against it in connection with any proceeding shall be conclusive and binding on it and that such award or judgment may be enforced in any court of competent jurisdiction, either within or outside of the United States. A certified or exemplified copy of such award or judgment shall be conclusive evidence of the fact and amount of such award or judgmentSection 9.1. TO THE FULLEST MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY IRREVOCABLY WAIVES ITS RIGHT TO A JURY TRIAL WITH RESPECT TO ANY ACTION AND ALL ACTIONS, CLAIMS AND DISPUTES IN CONNECTION WITH THIS AGREEMENT OR PROCEEDING TO ENFORCE OR TO DEFEND ANY RIGHTS UNDER THIS GUARANTEE SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURYTHE TRANSACTIONS CONTEMPLATED HEREBY.

Consent to Jurisdiction; Waiver of Jury Trial. The Guarantor Each Grantor hereby irrevocably submits to the exclusive nonexclusive jurisdiction of any United States Federal or New York State court or federal court of the United States of America sitting in New York County, and City in any appellate court from any thereof, for the purposes of any action or proceeding arising out of this Guarantee or the transactions contemplated hereby (and agrees that no such proceeding relating to this Guarantee Agreement or the transactions contemplated any other Collateral Document, and each Grantor hereby shall irrevocably agrees that all claims in respect of such action or proceeding may be brought by it except heard and determined in any such courts). The Guarantor United States Federal or New York State court and each Grantor irrevocably and unconditionally waives (and agrees not to plead or claim) any objection, including, without limitation, any objection to the laying of venue or based on the grounds of forum non conveniens, which it may now or hereafter have to the bringing of any such action or proceeding arising out in such respective jurisdictions. As a method of this Guarantee or service, each Grantor also irrevocably consents to the transactions contemplated hereby service of any and all process in any New York State court such actions or federal court of the United States of America sitting in New York County, and any appellate court from any thereof, or that any such proceeding brought in any such court has been brought in an inconvenient forum. The Guarantor also agrees that any final and non appealable judgment against it in connection with any proceeding shall be conclusive and binding on it and that such award or judgment may be enforced in any court of competent jurisdiction, either within or outside of the United States. A certified or exemplified copy State of New York by the delivery of copies of such award process to such Grantor, at its address specified in Section 11.2 or judgment shall by certified mail direct to such address, such service to be conclusive evidence of the fact and amount of effective upon such award delivery or judgment5 days after such mailing. EACH GRANTOR AND THE ADMINISTRATIVE AGENT HEREBY WAIVES ALL RIGHT TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, A JURY TRIAL IN ANY ACTION PROCEEDING ARISING OUT OF OR PROCEEDING RELATING TO ENFORCE THIS AGREEMENT OR TO DEFEND ANY RIGHTS UNDER THIS GUARANTEE SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURYOTHER COLLATERAL DOCUMENT OR ANY MATTER ARISING HEREUNDER OR THEREUNDER.

Consent to Jurisdiction; Waiver of Jury Trial. The Guarantor (a) Each of the Parties irrevocably submits to the exclusive jurisdiction of (i) the Delaware Chancery Court and (ii) if the Delaware Chancery Court shall be unavailable, any New York other court of the State court or 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 New York County, and any appellate court from any thereofthe State of Delaware, for the purposes of any proceeding Action arising out of or relating to this Guarantee Agreement or the transactions any transaction contemplated hereby (and agrees that no such proceeding not to commence any Action relating to this Guarantee or the transactions contemplated hereby shall be brought by it hereto except in such courts). The Guarantor 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 in Delaware 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 (and agrees not to plead or claim) any objection it may now or hereafter have to the laying of venue of any proceeding Action arising out of or relating to this Guarantee Agreement or the transactions contemplated hereby in (i) the Delaware Chancery Court and (ii) if the Delaware Chancery Court shall be unavailable, any New York other court of the State court or 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 New York Countythe State of Delaware, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any appellate such court from any thereof, or that any such proceeding Action brought in any such court has been brought in an inconvenient forum. The Guarantor also Notwithstanding the foregoing, each Party agrees that a final judgment in any final and non appealable judgment against it in connection with any proceeding Action so brought shall be conclusive and binding on it and that such award or judgment may be enforced by suit on the judgment in any court of competent jurisdiction, either within jurisdiction or outside of the United States. A certified in any other manner provided in law or exemplified copy of such award or judgment shall be conclusive evidence of the fact and amount of such award or judgment. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY ACTION OR PROCEEDING TO ENFORCE OR TO DEFEND ANY RIGHTS UNDER THIS GUARANTEE SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURYin equity.