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

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

Consent to Jurisdiction; Waiver of Jury Trial. The Parties Guarantor irrevocably submit 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 Agreement Guarantee or the transactions contemplated hereby (and each agrees that no such proceeding relating to this Agreement Guarantee or the transactions contemplated hereby shall be brought by it except in such courts). The Parties Guarantor irrevocably and unconditionally waive waives (and agree agrees not to plead or claim) any objection to the laying of venue of any proceeding arising out of this Agreement 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. Each of the Parties The Guarantor also agrees that any final and non appealable judgment against a Party it in connection with any proceeding shall be conclusive and binding on such Party 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 AGREEMENT GUARANTEE SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY.

Consent to Jurisdiction; Waiver of Jury Trial. The Parties irrevocably submit (a) Any suit, action or proceeding seeking to the exclusive jurisdiction of enforce any New York State court provision of, or federal court of the United States of America sitting in New York County, and based on any appellate court from any thereof, for the purposes of any proceeding matter arising out of or in connection with, this Agreement or the transactions Securities Purchase contemplated hereby may be brought in any federal or state court located in the City of New York, Borough of Manhattan, and each of the parties hereby consents to the jurisdiction of such courts (and each agrees that no of the appropriate appellate courts therefrom) in any such suit, action or proceeding relating and irrevocably waives, to this Agreement or the transactions contemplated hereby shall be brought fullest extent permitted by it except in such courts). The Parties irrevocably and unconditionally waive (and agree not to plead or claim) law, any objection which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding arising out of this Agreement 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 suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that service of process on such party as provided in Section 8.1 shall be deemed effective service of process on such party. (b) Each of the Parties also party hereto hereby acknowledges and agrees that any final controversy which may arise under this Agreement is likely to involve complicated and non appealable judgment against difficult issues, and therefore each such party hereby irrevocably and unconditionally waives any right such party may have to a Party trial by jury in connection with respect of any proceeding shall be conclusive and binding on such Party and that such award litigation directly or judgment may be enforced indirectly arising out of or relating to this Agreement, any document referred to in any court of competent jurisdiction, either within this Agreement 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 AGREEMENT SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURYSecurities Purchase contemplated hereby.

Consent to Jurisdiction; Waiver of Jury Trial. The Parties irrevocably submit 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 Agreement 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 each agrees that no such proceeding relating to this Agreement 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 Parties irrevocably and unconditionally waive (and agree not to plead or claim) any objection to the laying of venue of any proceeding arising out Lender may file a copy of this 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. Each of the Parties also agrees that any final and non appealable judgment against a Party in connection with any proceeding shall be conclusive and binding on such Party and that such award or judgment may be enforced in any court of competent jurisdiction, either within or outside of the United States. A certified or exemplified copy of such award or judgment shall be conclusive 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 AGREEMENT SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURYright to jury trial.

Consent to Jurisdiction; Waiver of Jury Trial. The Parties irrevocably submit Any legal action or proceeding with respect to the exclusive jurisdiction this Agreement and any action for enforcement of any New York judgment in respect thereof may be brought in the courts of the State court of Delaware or federal court of the United States of America sitting in New York County, and any appellate court from any thereof, for the purposes District of Delaware, and, by execution and delivery of this Agreement, the parties hereby accept for themselves and in respect of their property, generally and unconditionally, the jurisdiction of the aforesaid courts and appellate courts. The parties waive the right to trial by jury with respect to any claims hereby. The parties further irrevocably consent to the service of process out of any of the aforementioned courts in any such action or proceeding arising out by the mailing of this Agreement copies thereof by registered or certified mail, postage prepaid, to the transactions contemplated hereby (and each agrees that no such proceeding relating parties at their addresses referred to this Agreement or the transactions contemplated hereby shall be brought by it except in such courtsSection 6(m). The Parties parties hereby irrevocably and unconditionally waive (and agree not to plead or claim) any objection which they may now or hereafter have to the laying of venue of any proceeding of the aforesaid actions or proceedings arising out of or in connection with this Agreement brought in the courts referred to and hereby further irrevocably waive and agree, to the extent permitted by applicable law, 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 action or proceeding brought in any such court has been brought in an inconvenient forum. Each of the Parties also agrees that any final and non appealable judgment against a Party in connection with any proceeding shall be conclusive and binding on such Party and that such award or judgment may be enforced in any court of competent jurisdiction, either within or outside of the United States. A certified or exemplified copy of such award or judgment shall be conclusive evidence of the fact and amount of such award or judgment. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY ACTION OR PROCEEDING TO ENFORCE OR TO DEFEND ANY RIGHTS UNDER THIS AGREEMENT SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY.

Consent to Jurisdiction; Waiver of Jury Trial. The Parties Each of the parties hereby irrevocably submit 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 Agreement or the transactions contemplated hereby (and each agrees that no such proceeding relating to this 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 Parties 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 waive (waives and agree agrees not to plead or claim) any objection to the laying of venue of any proceeding arising out of this Agreement 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. Each of the Parties also 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 a Party expenses in connection with any proceeding shall be conclusive and binding on such Party 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 AGREEMENT SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURYincluding legal fees.

Consent to Jurisdiction; Waiver of Jury Trial. The Parties irrevocably submit Each Partner hereby (i) submits to the exclusive jurisdiction of any New York State court state or federal court of the United States of America sitting in New York Countythe State of Delaware (collectively, and the “Delaware Courts”), with respect to any appellate court from any thereof, for the purposes of any proceeding dispute arising out of this Agreement or the transactions any transaction contemplated hereby to the extent such courts would have subject matter jurisdiction with respect to such dispute, (ii) irrevocably waives, and each agrees not to assert by way of motion, defense, or otherwise, in any such action, any claim that it is not subject personally to the jurisdiction of any of the Delaware Courts, that its property is exempt or immune from attachment or execution, that the action is brought in an inconvenient forum, or that the venue of the action is improper, (iii) agrees that no such notice or the service of process in any action, suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby shall be brought by it except properly served or delivered if delivered to such Partner at such Partner’s last known address as set forth in such courts). The Parties irrevocably the Partnership’s books and unconditionally waive (and agree not to plead or claim) any objection to the laying of venue of any proceeding arising out of this 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 Countyrecords, and any appellate court from any thereof, or that any such proceeding brought in any such court has been brought in an inconvenient forum. Each of the Parties also agrees that any final and non appealable judgment against a Party in connection with any proceeding shall be conclusive and binding on such Party and that such award or judgment may be enforced in any court of competent jurisdiction, either within or outside of the United States. A certified or exemplified copy of such award or judgment shall be conclusive evidence of the fact and amount of such award or judgment. (iv) IRREVOCABLY WAIVES ANY AND ALL RIGHT TO THE FULLEST EXTENT PERMITTED TRIAL BY APPLICABLE LAW, JURY IN ANY ACTION LEGAL PROCEEDING ARISING OUT OF OR PROCEEDING RELATED TO ENFORCE OR TO DEFEND ANY RIGHTS UNDER THIS AGREEMENT SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURYOR THE TRANSACTIONS CONTEMPLATED HEREBY.

Consent to Jurisdiction; Waiver of Jury Trial. The Parties Each of the parties hereby irrevocably submit 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 Agreement or the transactions contemplated hereby (and each agrees that no such proceeding relating to this 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 Parties 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 waive (waives and agree agrees not to plead or claim) any objection to the laying of venue of any proceeding arising out of this Agreement 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. Each of the Parties also 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 a Party expenses in connection with any proceeding shall be conclusive and binding on such Party 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 AGREEMENT SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURYincluding legal fees.

Consent to Jurisdiction; Waiver of Jury Trial. The Parties Each of the parties hereby irrevocably submit 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 Agreement or the transactions contemplated hereby (and each agrees that no such proceeding relating to this 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 Parties 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 waive (waives and agree agrees not to plead or claim) any objection to the laying of venue of any proceeding arising out of this Agreement 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. Each of the Parties also 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 a Party expenses in connection with any proceeding shall be conclusive and binding on such Party 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 AGREEMENT SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURYincluding legal fees.

Consent to Jurisdiction; Waiver of Jury Trial. 18.1 The Parties parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of any New York the courts of the State court or of North Carolina and the federal court courts of the United States of America sitting located in New York Countythe State of North Carolina, and appropriate appellate courts therefrom, over any appellate court from any thereof, for the purposes of any proceeding dispute arising out of this Agreement or the transactions contemplated hereby (and each agrees that no such proceeding relating to this Agreement or any of the transactions contemplated hereby, and each party hereby shall irrevocably agrees that all claims in respect of such dispute or proceeding may be brought by it except heard and determined in such courts). The Parties parties hereby irrevocably and unconditionally waive (and agree not waive, to plead or claim) the fullest extent permitted by applicable law, any objection which they may now or hereafter have to the laying of venue of any proceeding dispute arising out of or relating to this Agreement or any of the transactions contemplated hereby brought in any New York State such court or federal court any defense of inconvenient forum for the United States maintenance 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 forumdispute. Each of the Parties also parties hereto agrees that a judgment in any final and non appealable judgment against a Party in connection with any proceeding shall be conclusive and binding on such Party and that such award or judgment dispute may be enforced in other jurisdictions by suit on the judgment or in any court other manner provided by law. This consent to jurisdiction is being given solely for purposes of competent jurisdictionthis Agreement and is not intended to, either within or outside of the United States. and shall not, confer consent to jurisdiction with respect to any other dispute in which a party to this Agreement may become involved. 18.2 EACH PARTY, ON BEHALF OF ITSELF AND ITS RESPECTIVE SUCCESSORS AND ASSIGNS, HEREBY IRREVOCABLY WAIVES ANY RIGHTS THEY MAY HAVE TO 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 TRIAL BY APPLICABLE LAW, JURY IN RESPECT OF ANY ACTION BASED UPON, OR PROCEEDING TO ENFORCE OR TO DEFEND ANY RIGHTS UNDER ARISING OUT OF THIS AGREEMENT SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURYOR THE TRANSACTIONS CONTEMPLATED HEREBY.

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

Consent to Jurisdiction; Waiver of Jury Trial. The Parties Each of the parties hereby irrevocably and unconditionally consents to submit to the exclusive jurisdiction of any New York the courts of the State court or federal court of Delaware and the courts of the United States of America sitting located in New York County, and the State of Delaware for any appellate court from any thereof, for the purposes of any proceeding litigation arising out of this Agreement or the transactions contemplated hereby (and each agrees that no such proceeding relating to this Agreement or the transactions contemplated hereby shall be brought by it Transactions (and agrees not to commence any litigation relating hereto except in such courts), and further agrees that service of any process, summons, notice or document by U.S. registered mail to its respective address set forth in Section 8.11 shall be effective service of process for any litigation brought against it in any such court. The Parties Each of the parties hereby irrevocably and unconditionally waive (and agree not to plead or claim) waives any objection to the laying of venue of any proceeding litigation arising out of this Agreement or the transactions contemplated hereby Transactions in any New York the courts of the State court of Delaware or federal court the courts of the United States of America sitting located in New York County, 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 proceeding litigation brought in any such court has been brought in an inconvenient forum. Each Notwithstanding anything to the contrary in this Agreement, any of the Parties also agrees that any final and non appealable judgment against a Party in connection with any proceeding shall be conclusive and binding on such Party and that such award or judgment parties hereto may be enforced seek, to the fullest extent permitted by law, judicial enforcement in any court of competent jurisdictionany relief obtained from any suit, either within action or outside proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the United StatesTransactions. 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 AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO THE FULLEST EXTENT PERMITTED TRIAL BY APPLICABLE LAW, JURY IN CONNECTION WITH ANY ACTION LITIGATION ARISING OUT OF OR PROCEEDING RELATING TO ENFORCE OR TO DEFEND ANY RIGHTS UNDER THIS AGREEMENT SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURYTHE TRANSACTIONS.

Consent to Jurisdiction; Waiver of Jury Trial. (a) The Parties Guarantor hereby irrevocably submit (i) submits to the non-exclusive jurisdiction of any New York State or Federal court or federal court of the United States of America sitting in New York County, City and any appellate court from any thereof, for the purposes of thereof in any action or proceeding arising out of this Agreement or the transactions contemplated hereby (and each agrees that no such proceeding relating to this Agreement Guaranty or the transactions contemplated hereby shall any other Loan Document and (ii) agrees that all claims in respect of such action or proceeding may be brought by it except heard and determined in such courts). The Parties irrevocably and unconditionally waive (and agree not to plead or claim) any objection to the laying of venue of any proceeding arising out of this Agreement or the transactions contemplated hereby in any New York State court or federal court in such Federal court. The Guarantor hereby irrevocably waives the defense of an inconvenient forum to the United States maintenance of America sitting in New York County, such action or proceeding and any appellate court from objection to venue in connection therewith. The Guarantor also irrevocably consents to the service of any thereof, or that any such proceeding brought and all process in any such court has been brought action or proceeding by the mailing by certified mail of copies of such process to the Guarantor at its address specified in an inconvenient forumSection 10. Each of the Parties also The Guarantor agrees that a final judgment in any final and non appealable judgment against a Party in connection with any such action or proceeding shall be conclusive and binding on such Party and that such award or judgment may be enforced in other jurisdictions by suit on the judgment or in any court of competent jurisdictionother manner provided by law. (b) THE GUARANTOR HEREBY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, 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. PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWTHIS GUARANTY, ANY ACTION OTHER LOAN DOCUMENT, OR PROCEEDING TO ENFORCE ANY OTHER INSTRUMENT OR TO DEFEND ANY RIGHTS UNDER THIS AGREEMENT SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURYDOCUMENT DELIVERED HEREUNDER OR THEREUNDER.

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

Consent to Jurisdiction; Waiver of Jury Trial. The Parties irrevocably 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 Agreement or the transactions contemplated hereby (and each agrees that no such proceeding relating to this Agreement or the transactions contemplated hereby shall be brought by it except in such courts). The Parties irrevocably and unconditionally waive (and agree not to plead or claim) any objection to the laying of venue of any proceeding arising out of this 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. Each of the Parties also agrees that any final and non appealable judgment against a Party in connection with any proceeding shall be conclusive and binding on such Party and that such award or judgment may be enforced in any court of competent jurisdiction, either within or outside of the United States. A certified or exemplified copy of such award or judgment shall be conclusive evidence of the fact and amount of such award or judgment. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY ACTION OR PROCEEDING TO ENFORCE OR TO DEFEND ANY RIGHTS UNDER THIS AGREEMENT SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY.. | NY\1935978.9||

Consent to Jurisdiction; Waiver of Jury Trial. The Parties Each of the parties hereto irrevocably submit 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 Agreement or the transactions contemplated hereby (and each agrees that no such proceeding relating to this Agreement or the transactions contemplated hereby shall be brought by it except in such courts). The Parties parties hereto irrevocably and unconditionally waive (waives and agree 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 Agreement 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. Each of the Parties parties hereto also agrees that any final and non appealable unappealable judgment against a Party party hereto in connection with any action, suit or other proceeding shall be conclusive and binding on such Party 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 ANY RIGHTS UNDER ARISING OUT OF THIS AGREEMENT SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURYANY OTHER AGREEMENT DELIVERED IN CONNECTION HEREWITH.

Consent to Jurisdiction; Waiver of Jury Trial. The Parties Each Grantor hereby irrevocably submit 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 Agreement or the transactions contemplated hereby (and each agrees that no such proceeding relating to this 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 Parties United States Federal or New York State court and each Grantor irrevocably and unconditionally waive (and agree not to plead or claim) waives any objection, including, without limitation, any objection to the laying of venue or based on the grounds of forum non conveniens, which it may now or hereafter have to the bringing of any such action or proceeding arising out in such respective jurisdictions. As a method of this Agreement 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. Each or of the Parties also agrees that any final and non appealable judgment against a Party in connection with any proceeding shall be conclusive and binding on such Party and that such award or judgment may be enforced in any court State of competent jurisdiction, either within or outside New York by the delivery of the United States. A certified or exemplified copy 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 OR TO DEFEND ANY RIGHTS UNDER THIS AGREEMENT SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURYOR ANY OTHER COLLATERAL DOCUMENT OR ANY MATTER ARISING HEREUNDER OR THEREUNDER.

Consent to Jurisdiction; Waiver of Jury Trial. The Parties Each Party irrevocably submit submits to the exclusive jurisdiction of any New York State court state or federal court located within the County of the United States of America sitting in New York County, and any appellate court from any thereof, in the State of New York for the purposes of any proceeding Legal Proceeding arising out of this Agreement Agreement, the Financing Commitment or the transactions contemplated hereby (Transactions, and each agrees that no to commence any such proceeding relating to this Agreement or the transactions contemplated hereby shall be brought by it except Legal Proceeding only in such courts). The Parties 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 waive (and agree not to plead or claim) waives any objection to the laying of venue of any proceeding Legal Proceeding arising out of this Agreement Agreement, the Financing Commitment or the transactions contemplated Transactions in such courts, and hereby irrevocably and unconditionally waives and agrees not to plead or 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 proceeding Legal Proceeding brought in any such court has been brought in an inconvenient forum. Each of the Parties also agrees that any final and non appealable judgment against a Party in connection with any proceeding shall be conclusive and binding on such Party and that such award or judgment may be enforced in any court of competent jurisdictionEACH PARTY HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, 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 LAWFINANCING COMMITMENT OR THE TRANSACTIONS OR THE ACTIONS OF SUCH PARTY IN THE NEGOTIATION, ANY ACTION ADMINISTRATION, PERFORMANCE AND ENFORCEMENT HEREOF OR PROCEEDING TO ENFORCE OR TO DEFEND ANY RIGHTS UNDER THIS AGREEMENT SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURYTHEREOF.

Consent to Jurisdiction; Waiver of Jury Trial. The Parties Each of the parties hereby irrevocably submit and unconditionally consents to the exclusive jurisdiction of any New York State court federal or federal state court of the United States of America Connecticut sitting in New York County, Fairfield 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 Agreement or the transactions contemplated hereby (and each agrees that no such proceeding relating to this 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 Parties 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 waive (waives and agree agrees not to plead or claim) any objection to the laying of venue of any proceeding arising out of this Agreement 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. Each of the Parties also 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 a Party expenses in connection with any proceeding shall be conclusive and binding on such Party 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 AGREEMENT SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURYincluding legal fees.

Consent to Jurisdiction; Waiver of Jury Trial. The Parties Each of the parties hereby irrevocably submit 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 CountyXxxxxxxxx, Xxx Xxxx, Xxx Xxxx and any appellate court from any thereof, for the purposes of any proceeding irrevocably agrees that all actions or proceedings arising out of this Agreement or the transactions contemplated hereby (and each agrees that no such proceeding relating to this 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 Parties 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 waive (waives and agree agrees not to plead or claim) any objection to the laying of venue of any proceeding arising out of this Agreement 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. Each of the Parties also 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 a Party expenses in connection with any proceeding shall be conclusive and binding on such Party 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 AGREEMENT SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURYincluding legal fees.

Consent to Jurisdiction; Waiver of Jury Trial. The Parties Each Party irrevocably submit submits to the exclusive jurisdiction of any New York federal, state or local 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 thereof, Delaware for the purposes of any suit, action or other proceeding arising out of this Agreement or any transaction contemplated hereby. Each of the Parties, further agrees that service of any process, summons, notice or document by U.S. registered mail to such Party’s respective address set forth in Section 11.2 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 as set forth above in the immediately preceding sentence. Each of the Parties, irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding set forth above arising out of this Agreement or the transactions contemplated hereby, and hereby (and each agrees that no such proceeding relating to this Agreement or the transactions contemplated hereby shall be brought by it except in such courts). The Parties further irrevocably and unconditionally waive (waives and agree agrees not to plead or claim) any objection to the laying of venue of any proceeding arising out of this Agreement 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 action, suit or proceeding brought in any such court has been brought in an inconvenient forum. Each of the The Parties also agrees that any final hereby irrevocably and non appealable judgment against a Party in connection with any proceeding shall be conclusive and binding on such Party and that such award or judgment may be enforced unconditionally waive trial by jury in any court legal action or proceeding arising out of competent jurisdiction, either within or outside of relating to this Agreement or the United States. A certified or exemplified copy of such award or judgment shall be conclusive evidence of the fact transactions contemplated hereby 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 AGREEMENT SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURYfor any counterclaim with respect thereto.

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

Consent to Jurisdiction; Waiver of Jury Trial. The Parties hereto irrevocably submit 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 Agreement or the transactions contemplated hereby (and each agrees that no such proceeding relating to this Agreement or the transactions contemplated hereby shall be brought by it except in such courts)proceeding. The Parties irrevocably and unconditionally waive (and agree not to plead or claim) any objection consent to the laying service of venue of any proceeding arising out of this 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 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. Each of the Parties also agrees that any final and non appealable judgment against a Party in connection with any proceeding shall be conclusive and binding on such Party and that such award or judgment may be enforced in any court of competent jurisdiction, either within or outside of the United States. A certified or exemplified copy of such award or judgment shall be conclusive evidence of the fact and amount of such award or 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 OR PROCEEDING TO ENFORCE OR TO DEFEND ANY RIGHTS UNDER AND ALL ACTIONS, CLAIMS AND DISPUTES IN CONNECTION WITH THIS AGREEMENT SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURYOR THE TRANSACTIONS CONTEMPLATED HEREBY.

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

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

Consent to Jurisdiction; Waiver of Jury Trial. The Except as provided in Section 2.05, each of the Parties irrevocably submit submits to the exclusive jurisdiction of any New York State court state or federal court of the United States of America sitting in the Borough of Manhattan in the City of New York, State of New York County, and (or any appellate court from any thereoftherefrom), for the purposes of any suit, action or other proceeding arising out of this Agreement or any transaction contemplated hereby. Each of the transactions contemplated hereby (and each Parties further agrees that no service of any process, summons, notice or document by U.S. certified mail to such proceeding relating to this Agreement 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 the State of New York 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 Each of the Parties irrevocably and unconditionally waive (and agree not to plead or claim) 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 any New York State court state or federal court of the United States of America sitting in the Borough of Manhattan in the City of New York, State of New York County, and (or any appellate court from therefrom), and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any thereof, or such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum. Each of the Parties also agrees that any final and non appealable judgment against a Party in connection with any proceeding shall be conclusive and binding on such Party and that such award or judgment may be enforced in any court of competent jurisdiction, either within or outside of the United States. A certified or exemplified copy of such award or judgment shall be conclusive evidence of the fact and amount of such award or judgment. EACH OF THE PARTIES HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO THE FULLEST EXTENT PERMITTED TRIAL BY APPLICABLE LAW, JURY IN ANY ACTION LEGAL PROCEEDING ARISING OUT OF OR PROCEEDING RELATED TO ENFORCE OR TO DEFEND ANY RIGHTS UNDER THIS AGREEMENT SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURYOR THE TRANSACTIONS CONTEMPLATED HEREBY.

Consent to Jurisdiction; Waiver of Jury Trial. The Parties Each Grantor hereby irrevocably submit 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 Agreement or the transactions contemplated hereby (and each agrees that no such proceeding relating to this 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 Parties United States Federal or New York State court and each Grantor irrevocably and unconditionally waive (and agree not to plead or claim) waives any objection, including, without limitation, any objection to the laying of venue or based on the grounds of forum non conveniens which it may now or hereafter have to the bringing of any such action or proceeding arising out in such respective jurisdictions. As a method of this Agreement 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. Each or of the Parties also agrees that any final and non appealable judgment against a Party in connection with any proceeding shall be conclusive and binding on such Party and that such award or judgment may be enforced in any court State of competent jurisdiction, either within or outside New York by the delivery of the United States. A certified or exemplified copy 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 OR TO DEFEND ANY RIGHTS UNDER THIS AGREEMENT SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURYOR ANY OTHER COLLATERAL DOCUMENT OR ANY MATTER ARISING HEREUNDER OR THEREUNDER.

Consent to Jurisdiction; Waiver of Jury Trial. The Parties Each of the parties irrevocably submit agrees that any legal action or proceeding with respect to this Agreement and the exclusive jurisdiction rights and obligations arising hereunder, or for recognition and enforcement of any New York State court judgment in respect of this Agreement and the rights and obligations arising hereunder brought by any other party hereto or its successors or assigns, shall be brought and determined exclusively in any state or federal court within the City of New York, New York. Each of the United States parties hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of America sitting in New York Countyits property, generally and any appellate court from any thereofunconditionally, for to the purposes personal jurisdiction of any proceeding arising out of this Agreement or the transactions contemplated hereby (aforesaid courts and each agrees that no such proceeding 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 shall be brought by it except in such courts). The Parties irrevocably waives, and unconditionally waive (and agree agrees not to plead assert as a defense, counterclaim or claimotherwise, in any action or proceeding with respect to this Agreement, (1) any objection claim that it is not personally subject to the laying of venue of any proceeding arising out of this Agreement or the transactions contemplated hereby in any New York State court or federal court jurisdiction of the United States 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 its property is exempt or immune from jurisdiction 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 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 (3) to the fullest extent permitted by applicable Law, any claim that (x) the suit, action or proceeding in such court is brought in an inconvenient forum. Each , (y) the venue of such suit, action or proceeding is improper or (z) this Agreement, or the Parties also agrees that any final and non appealable judgment against a Party in connection with any proceeding shall be conclusive and binding on such Party and that such award or judgment subject mater hereof, may not be enforced in any court of competent jurisdiction, either within or outside of the United States. A certified or exemplified copy of by 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 AGREEMENT SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURYcourts.

Consent to Jurisdiction; Waiver of Jury Trial. The Parties Guarantor irrevocably submit 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 Agreement Guarantee or the transactions contemplated hereby (and each agrees that no such proceeding relating to this Agreement Guarantee or the transactions contemplated hereby shall be brought by it except in such courts). The Parties Guarantor irrevocably and unconditionally waive waives (and agree agrees not to plead or claim) any objection to the laying of venue of any proceeding arising out of this Agreement 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. Each of the Parties The Guarantor also agrees that any final and non non-appealable judgment against a Party it in connection with any proceeding shall be conclusive and binding on such Party 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 AGREEMENT GUARANTEE SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY.

Consent to Jurisdiction; Waiver of Jury Trial. The Parties Each of the parties hereto irrevocably submit 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 Agreement or any transaction contemplated hereby. Each of the transactions contemplated hereby (and each 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 Agreement 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 Parties Each of the parties hereto irrevocably and unconditionally waive (and agree not to plead or claim) waives any objection to the laying of venue of any proceeding Legal Proceeding arising out of this 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. Each of the Parties also agrees that any final and non appealable judgment against a Party in connection with any proceeding shall be conclusive and binding on such Party and that such award or judgment may be enforced in any court of competent jurisdiction, either within or outside of the United States. A certified or exemplified copy of such award or judgment shall be conclusive evidence of the fact and amount of such award or judgment. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO THE FULLEST EXTENT PERMITTED TRIAL BY APPLICABLE LAW, JURY IN ANY ACTION LEGAL PROCEEDING ARISING OUT OF OR PROCEEDING RELATED TO ENFORCE OR TO DEFEND ANY RIGHTS UNDER THIS AGREEMENT SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURYOR THE TRANSACTIONS CONTEMPLATED HEREBY.

Consent to Jurisdiction; Waiver of Jury Trial. The Parties Each Grantor hereby irrevocably submit 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 Agreement or the transactions contemplated hereby (and each agrees that no such proceeding relating to this 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 Parties United States Federal or New York State court and each Grantor irrevocably and unconditionally waive (and agree not to plead or claim) waives any objection, including, without limitation, any objection to the laying of venue or based on the grounds of forum non conveniens which it may now or hereafter have to the bringing of any such action or proceeding arising out in such respective jurisdictions. As a method of this Agreement 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. Each or of the Parties also agrees that any final and non appealable judgment against a Party in connection with any proceeding shall be conclusive and binding on such Party and that such award or judgment may be enforced in any court State of competent jurisdiction, either within or outside New York by the delivery of the United States. A certified or exemplified copy 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 OR TO DEFEND ANY RIGHTS UNDER THIS AGREEMENT SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURYOR ANY OTHER SHARED COLLATERAL DOCUMENT OR ANY MATTER ARISING HEREUNDER OR THEREUNDER.