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

Consent to Jurisdiction; Waiver of Trial by Jury. Each of the Parties hereto irrevocably consents to the exclusive jurisdiction and venue of the Delaware Chancery Court (or, if the Delaware Chancery Court shall be unavailable, any other court in the State of Delaware or, in the case of claims to which the federal courts have exclusive subject matter jurisdiction, any federal courts of the United States of America sitting in the State of Delaware) in connection with any matter based upon or arising out of this Agreement or the transactions contemplated hereby, agrees that process may be served upon them in any manner authorized by the laws of the State of Delaware for such persons and waives and covenants not to assert or plead any objection which they might otherwise have to such jurisdiction, venue and manner of service of process. Each Party hereto hereby agrees not to commence any legal proceedings relating to or arising out of this Agreement or the transactions contemplated hereby in any jurisdiction or courts other than as provided herein. Each of the Parties hereto (i) certifies that no representative, agent or attorney of any other Party has represented, expressly or otherwise, that such other Party would not, in the event of litigation, seek to enforce that foregoing waiver and (ii) acknowledges that it and the other Party hereto have been induced to enter into this Agreement and the transactions contemplated hereby, as applicable, by, among other things, the mutual waivers and certifications in this Section. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION BASED UPON, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS

Consent to Jurisdiction; Waiver of Trial by Jury. (a) Each of the Parties parties hereto hereby irrevocably consents and unconditionally submits, for himself, herself or itself and his, her or its property, to the exclusive jurisdiction and venue of the Delaware Chancery Court (orany New York State court, if the Delaware Chancery Court shall be unavailable, any other or federal court in the State of Delaware or, in the case of claims to which the federal courts have exclusive subject matter jurisdiction, any federal courts of the United States of America sitting in the State of Delaware) New York City, and any appellate court from any thereof, in connection with any matter based upon action or proceeding arising out of or relating to this Agreement or the agreements delivered in connection herewith or the transactions contemplated herebyhereby or thereby or for recognition or enforcement of any judgment relating thereto, agrees that process may be served upon them in any manner authorized by the laws and each of the State of Delaware for such persons parties hereby irrevocably and waives and covenants not to assert or plead any objection which they might otherwise have to such jurisdiction, venue and manner of service of process. Each Party hereto hereby unconditionally (A) agrees not to commence any legal proceedings relating such action or proceeding except in such courts, (B) agrees that any claim in respect of any such action or proceeding may be heard and determined in such New York State court or, to the extent permitted by Law, in such federal court, (C) waives, to the fullest extent he, she or arising out it may legally and effectively do so, any objection which he, she or it may now or hereafter have to the laying of this Agreement venue of any such action or the transactions contemplated hereby proceeding in any jurisdiction such New York State or courts other than as provided hereinfederal court and (D) waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such New York State or federal court. Each of the Parties parties hereto (i) certifies agrees that no representative, agent a final judgment in any such action or attorney of proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other Party has represented, expressly or otherwise, that such other Party would not, manner provided by law. Each party to this Agreement irrevocably consents to service of process in the event of litigation, seek to enforce that foregoing waiver and (ii) acknowledges that it and the other Party hereto have been induced to enter into this Agreement and the transactions contemplated hereby, as applicable, by, among other things, the mutual waivers and certifications in this Section. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION BASED UPON, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONSmanner provided for notices in

Consent to Jurisdiction; Waiver of Trial by Jury. Each of the Parties hereto irrevocably consents to the exclusive jurisdiction and venue of the Delaware Chancery Court (or, if the Delaware Chancery Court shall be unavailable, any other court in the State of Delaware or, in the case of claims to which the federal courts have exclusive subject matter jurisdiction, any federal courts of the United States of America sitting in the State of Delaware) in connection with any matter based upon or arising out of this Agreement or the transactions contemplated hereby, agrees that process may be served upon them in any manner authorized by the laws of the State of Delaware for such persons and waives and covenants not to assert or plead any objection which they might otherwise have to such jurisdiction, venue and manner of service of process. Each Party hereto hereby agrees not to commence any legal proceedings relating to or arising out of this Agreement or the transactions contemplated hereby in any jurisdiction or courts other than as provided herein. Each of the Parties hereto (i) certifies that no representative, agent or attorney of any other Party has represented, expressly or otherwise, that such other Party would not, in the event of litigation, seek to enforce that foregoing waiver and (ii) acknowledges that it and the other Party hereto have been induced to enter into this Agreement and the transactions contemplated hereby, as applicable, by, among other things, the mutual waivers and certifications in this Section. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION BASED UPON, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONSTRANSACTIONS CONTEMPLATED HEREBY.

Consent to Jurisdiction; Waiver of Trial by Jury. Each of the Parties parties hereto irrevocably consents to the exclusive jurisdiction and venue of the Delaware Chancery Court (or, if the Delaware Chancery Court shall be unavailable, any other court in the State of Delaware or, in the case of claims to which the federal courts have exclusive subject matter jurisdiction, any federal courts of the United States of America sitting in the State of Delaware) in connection with any matter based upon or arising out of this Agreement or the transactions contemplated hereby, agrees that process may be served upon them in any manner authorized by the laws of the State of Delaware for such persons and waives and covenants not to assert or plead any objection which they might otherwise have to such jurisdiction, venue and manner of service of process. Each Party party hereto hereby agrees not to commence any legal proceedings relating to or arising out of this Agreement or the transactions contemplated hereby in any jurisdiction or courts other than as provided herein. Each of the Parties hereto (i) certifies that no representative, agent or attorney of any other Party has represented, expressly or otherwise, that such other Party would not, in the event of litigation, seek to enforce that foregoing waiver and (ii) acknowledges that it and the other Party hereto have been induced to enter into this Agreement and the transactions contemplated hereby, as applicable, by, among other things, the mutual waivers and certifications in this Section. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION BASED UPON, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONSTRANSACTIONS CONTEMPLATED HEREBY.

Consent to Jurisdiction; Waiver of Trial by Jury. Each (a) The Guarantor (i) hereby irrevocably submits to the nonexclusive jurisdiction of the Parties hereto irrevocably consents to the exclusive jurisdiction and venue Supreme Court of the Delaware Chancery Court (or, if the Delaware Chancery Court shall be unavailable, any other court in the State of Delaware orNew York, in New York County (without prejudice to the case right of claims any party to which remove to the federal courts have exclusive subject matter jurisdiction, any federal courts United States District Court for the Southern District of New York) and to the nonexclusive jurisdiction of the United States District Court for the Southern District of America sitting in New York for the State purposes of Delaware) in connection with any matter based upon suit, action or other proceeding arising out of this Agreement Guaranty or the transactions contemplated hereby, subject matter hereof brought by any Guaranteed Party; (ii) hereby irrevocably agrees that process all claims in respect of such action or proceeding may be served upon them heard and determined in any manner authorized such New York State court, or in such federal court; and (iii) to the extent permitted by the laws of the State of Delaware for such persons Applicable Law, hereby irrevocably waives, and waives and covenants not to assert or plead any objection which they might otherwise have to such jurisdiction, venue and manner of service of process. Each Party hereto hereby agrees not to commence any legal proceedings relating to or arising out assert, by way of this Agreement or the transactions contemplated hereby in any jurisdiction or courts other than motion, as provided herein. Each of the Parties hereto (i) certifies that no representativea defense, agent or attorney of any other Party has represented, expressly or otherwise, in any such suit, action or proceeding, any claim that such other Party would notparty is not personally subject to the jurisdiction of the above-named courts, that the suit, action or proceeding is brought in an inconvenient forum, that the event venue of litigationthe suit, seek to enforce action or proceeding is improper or that foregoing waiver and this Guaranty or the subject matter hereof may not be enforced in or by such court. (iib) acknowledges that it and the other Party hereto have been induced to enter into this Agreement and the transactions contemplated herebyTO THE EXTENT PERMITTED BY APPLICABLE LAW, as applicable, by, among other things, the mutual waivers and certifications in this Section. EACH OF THE PARTIES HERETO GUARANTOR HEREBY IRREVOCABLY WAIVES ANY AND ALL THE RIGHT TO DEMAND A TRIAL BY JURY IN ANY SUCH SUIT, ACTION BASED UPON, OR OTHER PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT GUARANTY OR THE TRANSACTIONSSUBJECT MATTER THEREOF BROUGHT BY ANY GUARANTEED PARTY.

Consent to Jurisdiction; Waiver of Trial by Jury. Each Any Action based upon, arising out of or related to this Agreement, or the transactions contemplated hereby, shall be brought in the Court of Chancery of the Parties hereto irrevocably consents to the exclusive State of Delaware; provided, that if jurisdiction and venue of is not then available in the Delaware Chancery Court (orCourt, if the Delaware Chancery Court shall then any such legal Action may be unavailable, brought in any other federal court located in the State of Delaware or, in or any other Delaware state court. The parties hereto hereby (a) irrevocably submit to the case of claims to which the federal courts have exclusive subject matter jurisdiction, any federal courts jurisdiction of the United States aforesaid courts for themselves and with respect to their respective properties for the purpose of America sitting in the State of Delaware) in connection with any matter based upon or Action arising out of or relating to this Agreement brought by any party hereto, and (b) agree not to commence any Action relating thereto except in the courts described above in Delaware, other than Actions in any court of competent jurisdiction to enforce any judgment, decree or award rendered by any such court in Delaware as described herein. Each of the parties further agrees that notice as provided herein shall constitute sufficient service of process and the parties further waive any argument that such service is insufficient. Each of the parties hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any Action arising out of or relating to this Agreement or the transactions contemplated hereby, agrees that process may be served upon them in any manner authorized by the laws of the State of Delaware for such persons and waives and covenants not to assert or plead any objection which they might otherwise have to such jurisdiction, venue and manner of service of process. Each Party hereto hereby agrees not to commence any legal proceedings relating to or arising out of this Agreement or the transactions contemplated hereby in any jurisdiction or courts other than as provided herein. Each of the Parties hereto (i) certifies any claim that no representativeit is not personally subject to the jurisdiction of the courts in Delaware as described herein for any reason, agent or attorney of any other Party has represented, expressly or otherwise, that such other Party would not, in the event of litigation, seek to enforce that foregoing waiver and (ii) acknowledges that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (iii) that (A) the other Party hereto have been induced to enter into Action in any such court is brought in an inconvenient forum, (B) the venue of such Action is improper or (C) this Agreement and Agreement, or the transactions contemplated herebysubject matter hereof, as applicable, by, among other things, the mutual waivers and certifications may not be enforced in this Sectionor by such courts. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION BASED UPON, ARISING OUT OF OR RELATED TO THIS AGREEMENT AGREEMENT, THE MERGER, OR THE TRANSACTIONSOTHER TRANSACTIONS CONTEMPLATED HEREBY.

Consent to Jurisdiction; Waiver of Trial by Jury. (a) Each of the Parties parties hereto hereby irrevocably consents and unconditionally submits, for itself and its property, to the exclusive jurisdiction and venue of the any Delaware Chancery Court (orState court, if the Delaware Chancery Court shall be unavailable, any other or Federal court in the State of Delaware or, in the case of claims to which the federal courts have exclusive subject matter jurisdiction, any federal courts of the United States of America America, sitting in the State of Delaware) , and any appellate court from any thereof, in connection with any matter based upon action or proceeding arising out of or relating to this Agreement or the agreements delivered in connection herewith or the transactions contemplated herebyhereby or thereby or for recognition or enforcement of any judgment relating thereto, agrees that process may be served upon them in any manner authorized by the laws and each of the State of Delaware for such persons parties hereby irrevocably and waives and covenants not to assert or plead any objection which they might otherwise have to such jurisdiction, venue and manner of service of process. Each Party hereto hereby unconditionally (a) agrees not to commence any legal proceedings relating such action or proceeding except in such courts, (b) agrees that any claim in respect of any such action or proceeding may be heard and determined in such Delaware State court or, to the extent permitted by Law, in such Federal court, (c) waives, to the fullest extent it may legally and effectively do so, any objection which it may now or arising out hereafter have to the laying of this Agreement venue of any such action or the transactions contemplated hereby proceeding in any jurisdiction such Delaware State or courts other than as provided hereinFederal court, and (d) waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such Delaware State or Federal court. Each of the Parties parties hereto (i) certifies agrees that no representative, agent a final judgment in any such action or attorney proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 9.11. Nothing in this Agreement shall affect the right of any other Party has represented, expressly or otherwise, that such other Party would not, in the event of litigation, seek party to enforce that foregoing waiver and (ii) acknowledges that it and the other Party hereto have been induced to enter into this Agreement and the transactions contemplated herebyto serve process in any other manner permitted by Law. (b) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, as applicable, by, among other things, the mutual waivers and certifications in this Section. EACH OF THE PARTIES HERETO AND THEREFORE IT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY AND ALL RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION BASED UPON, LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATED RELATING TO THIS AGREEMENT AND ANY OF THE AGREEMENTS DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONSTRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE EITHER OF SUCH WAIVERS, (B) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVERS, (C) IT MAKES SUCH WAIVERS VOLUNTARILY, AND (D) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 9.11(b). *****

Consent to Jurisdiction; Waiver of Trial by Jury. The parties hereto agree to submit any matter or dispute resulting from or arising out of the execution, performance, interpretation, breach or termination of this Agreement to the non-exclusive jurisdiction of federal or state courts within the State of New York. Each of the Parties hereto irrevocably consents to parties agrees that service of any process, summons, notice or document in the exclusive jurisdiction and venue of the Delaware Chancery Court (ormanner set forth in Section 8.5 hereof or in such other manner as may be permitted by applicable law, if the Delaware Chancery Court shall be unavailable, effective service of process for any other court proceeding in the State of Delaware or, in the case of claims New York with respect to any matters to which the federal courts have exclusive subject matter jurisdiction, any federal courts it has submitted to jurisdiction in this Section 8.13. 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 Delaware) in connection with New York for any matter based upon action, suit or proceeding arising out of this Agreement or the transactions contemplated hereby, agrees that process may be served upon them in any manner authorized by the laws of the State of Delaware for such persons hereunder and waives and covenants not to assert or plead any objection which they might otherwise have to such jurisdictionthe laying of venue in the United States District Court for the Southern District of New York, venue or the New York state courts if the federal jurisdictional standards are not satisfied, and manner of service of process. Each Party hereto hereby further irrevocably and unconditionally waives and agrees not to commence any legal proceedings relating to plead or arising out of this Agreement or the transactions contemplated hereby claim in any jurisdiction such court that any such action, suit or courts other than as provided hereinproceeding brought in any such court has been brought in an inconvenient forum. Each of the Parties hereto (i) certifies that no representativeTO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, agent or attorney of any other Party has represented, expressly or otherwise, that such other Party would not, in the event of litigation, seek to enforce that foregoing waiver and (ii) acknowledges that it and the other Party hereto have been induced to enter into this Agreement and the transactions contemplated hereby, as applicable, by, among other things, the mutual waivers and certifications in this Section. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT ITS RIGHTS TO A TRIAL BY JURY IN ANY ACTION BASED UPON, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONSJURY.

Consent to Jurisdiction; Waiver of Trial by Jury. Each Any Action based upon, arising out of or related to this Support Agreement or the Parties hereto irrevocably consents to the exclusive jurisdiction transactions contemplated hereby may be brought in federal and venue of the Delaware Chancery Court (or, if the Delaware Chancery Court shall be unavailable, any other court in the State of Delaware or, in the case of claims to which the federal state courts have exclusive subject matter jurisdiction, any federal courts of the United States of America sitting located in the State of Delaware) , and each of the parties irrevocably submits to the exclusive jurisdiction of each such court in connection with any matter based upon such Action, waives any objection it may now or hereafter have to personal jurisdiction, venue or to convenience of forum, agrees that all claims in respect of the Action shall be heard and determined only in any such court, and agrees not to bring any Action arising out of this Agreement or the transactions contemplated hereby, agrees that process may be served upon them in any manner authorized by the laws of the State of Delaware for such persons and waives and covenants not to assert or plead any objection which they might otherwise have to such jurisdiction, venue and manner of service of process. Each Party hereto hereby agrees not to commence any legal proceedings relating to or arising out of this Support Agreement or the transactions contemplated hereby in any jurisdiction or courts other than as provided hereincourt. Each of Nothing herein contained shall be deemed to affect the Parties hereto (i) certifies that no representative, agent or attorney right of any party to serve process in any manner permitted by Law or to commence legal proceedings or otherwise proceed against any other Party has represented, expressly or otherwise, that such party in any other Party would notjurisdiction, in the event of litigationeach case, seek to enforce that foregoing waiver and (ii) acknowledges that it and the other Party hereto have been induced judgments obtained in any Action brought pursuant to enter into this Agreement and the transactions contemplated hereby, as applicable, by, among other things, the mutual waivers and certifications in this SectionSection 7.11. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION BASED UPON, ARISING OUT OF OR RELATED TO THIS SUPPORT AGREEMENT OR THE TRANSACTIONSTRANSACTIONS CONTEMPLATED HEREBY.

Consent to Jurisdiction; Waiver of Trial by Jury. The parties hereto agree to submit any matter or dispute resulting from or arising out of the execution, performance, interpretation, breach or termination of this Agreement to the non-exclusive jurisdiction of federal or state courts within the State of New York. Each of the Parties hereto irrevocably consents to parties agrees that service of any process, summons, notice or document in the exclusive jurisdiction and venue of the Delaware Chancery Court (ormanner set forth in Section 6.3 hereof or in such other manner as may be permitted by applicable law, if the Delaware Chancery Court shall be unavailable, effective service of process for any other court proceeding in the State of Delaware or, in the case of claims New York with respect to any matters to which the federal courts have exclusive subject matter jurisdiction, any federal courts it has submitted to jurisdiction in this Section 6.12. 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 Delaware) in connection with New York for any matter based upon action, suit or proceeding arising out of this Agreement or the transactions contemplated hereby, agrees that process may be served upon them in any manner authorized by the laws of the State of Delaware for such persons hereunder and waives and covenants not to assert or plead any objection which they might otherwise have to such jurisdictionthe laying of venue in the United States District Court for the Southern District of New York, venue or the New York state courts if the federal jurisdictional standards are not satisfied, and manner of service of process. Each Party hereto hereby further irrevocably and unconditionally waives and agrees not to commence any legal proceedings relating to plead or arising out of this Agreement or the transactions contemplated hereby claim in any jurisdiction such court that any such action, suit or courts other than as provided hereinproceeding brought in any such court has been brought in an inconvenient forum. Each of the Parties hereto (i) certifies that no representativeTO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, agent or attorney of any other Party has represented, expressly or otherwise, that such other Party would not, in the event of litigation, seek to enforce that foregoing waiver and (ii) acknowledges that it and the other Party hereto have been induced to enter into this Agreement and the transactions contemplated hereby, as applicable, by, among other things, the mutual waivers and certifications in this Section. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT ITS RIGHTS TO A TRIAL BY JURY IN ANY ACTION BASED UPON, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONSJURY.

Consent to Jurisdiction; Waiver of Trial by Jury. Each The parties hereto agree to submit any matter or dispute resulting from or arising out of the Parties hereto irrevocably consents execution, performance, interpretation, breach or termination of this Agreement to the exclusive jurisdiction and venue of the Delaware Chancery Court of the State of Delaware (or, if the Delaware Chancery Court shall be unavailable, any other court in the State of Delaware or, in the case of claims to which the federal courts have exclusive subject matter jurisdiction, any federal courts of the United States of America sitting in the State of Delaware) in connection with any matter based upon or arising out of this Agreement or the transactions contemplated hereby, agrees that process may be served upon them in any manner authorized by the laws of the State of Delaware for such persons and waives and covenants does not to assert or plead any objection which they might otherwise have to such jurisdiction, venue and manner a federal court sitting in Wilmington, Delaware) (or any appellate courts thereof). Each of the parties agrees that service of any process, summons, notice or document in the manner set forth in Section 6.3 hereof or in such other manner as may be permitted by applicable law, shall be effective service of process for any proceeding in the State of New York with respect to any matters to which it has submitted to jurisdiction in this Section 6.12. Each Party hereto party hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the Chancery Court of the State of Delaware (or, if the Chancery Court of the State of Delaware does not have jurisdiction, a federal court sitting in Wilmington, Delaware) (and any appellate courts thereof) in any action or proceeding arising out of or relating to this Agreement, and each of the parties hereby irrevocably and unconditionally (a) agrees not to commence any legal proceedings relating such action or proceeding except in such courts, (b) agrees that any claim in respect of any such action or proceeding may be heard and determined in such court, (c) waives, to the fullest extent it may legally and effectively do so, any objection which it may now or arising out hereafter have to the laying of this Agreement venue of any such action or the transactions contemplated hereby proceeding in any jurisdiction such court, and (d) waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or courts other than as provided hereinproceeding in any such court. Each of party agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the Parties hereto (i) certifies that no representative, agent judgment or attorney of in any other Party has represented, expressly or otherwise, that such other Party would not, in the event of litigation, seek to enforce that foregoing waiver and (ii) acknowledges that it and the other Party hereto have been induced to enter into this Agreement and the transactions contemplated hereby, as applicable, by, among other things, the mutual waivers and certifications in this Section. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION BASED UPON, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONSmanner provided by law.

Consent to Jurisdiction; Waiver of Trial by Jury. (a) Each Member and the Company irrevocably and unconditionally submits, for itself and its property, to the non-exclusive jurisdiction of the Parties hereto irrevocably consents to the exclusive jurisdiction and venue Court of the Delaware Chancery Court (or, if the Delaware Chancery Court shall be unavailable, any other court in the State of Delaware or, in the case of claims to which the federal courts have exclusive subject matter jurisdiction, any federal courts of the United States of America sitting in the State of Delaware) , and any appellate court thereof, in connection with any matter based upon action or proceeding arising out of or relating to this Agreement or the agreements delivered in connection herewith or the transactions contemplated herebyhereby or thereby or for recognition or enforcement of any judgment relating thereto, agrees that process may be served upon them in any manner authorized by the laws and each of the State of Delaware for such persons parties hereby irrevocably and waives and covenants not to assert or plead any objection which they might otherwise have to such jurisdiction, venue and manner of service of process. Each Party hereto hereby unconditionally (i) agrees not to commence any legal proceedings relating to such action or arising out of this Agreement or the transactions contemplated hereby proceeding except in any jurisdiction or courts other than as provided herein. Each of the Parties hereto (i) certifies that no representativesuch courts, agent or attorney of any other Party has represented, expressly or otherwise, that such other Party would not, in the event of litigation, seek to enforce that foregoing waiver and (ii) acknowledges agrees that any claim in respect of any such action or proceeding may be heard and determined in the Court of Chancery of the State of Delaware, (iii) waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of any such action or proceeding in the Court of Chancery of the State of Delaware, and (iv) waives, to the fullest extent permitted by applicable law, the defense of an inconvenient forum to the maintenance of such action or proceeding in the Court of Chancery of the State of Delaware. Each Member and the Company agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other Party hereto have been induced jurisdictions by suit on the judgment or in any other manner provided by law. Each Member and the Company irrevocably consents to enter into service of process in the manner provided for notices in Section 12.1. Nothing in this Agreement and will affect the transactions contemplated herebyright of any Member or the Company to serve process in any other manner permitted by applicable law. (b) EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, as applicable, by, among other things, the mutual waivers and certifications in this Section. EACH OF THE PARTIES HERETO AND THEREFORE IT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY AND ALL RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION BASED UPON, LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATED RELATING TO THIS AGREEMENT AND ANY OF THE AGREEMENTS DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONSTRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

Consent to Jurisdiction; Waiver of Trial by Jury. Each Any Action based upon, arising out of or related to this Support Agreement or the Parties hereto irrevocably consents to the exclusive jurisdiction transactions contemplated hereby may be brought in federal and venue of the Delaware Chancery Court (or, if the Delaware Chancery Court shall be unavailable, any other court in the State of Delaware or, in the case of claims to which the federal state courts have exclusive subject matter jurisdiction, any federal courts of the United States of America sitting located in the State of Delaware) , and each of the parties irrevocably submits to the exclusive jurisdiction of each such court in connection with any matter based upon such Action, waives any objection it may now or hereafter have to personal jurisdiction, venue or to convenience of forum, agrees that all claims in respect of the Action shall be heard and determined only in any such court, and agrees not to bring any Action arising out of this Agreement or the transactions contemplated hereby, agrees that process may be served upon them in any manner authorized by the laws of the State of Delaware for such persons and waives and covenants not to assert or plead any objection which they might otherwise have to such jurisdiction, venue and manner of service of process. Each Party hereto hereby agrees not to commence any legal proceedings relating to or arising out of this Support Agreement or the transactions contemplated hereby in any jurisdiction or courts other than as provided hereincourt. Each of Nothing herein contained shall be deemed to affect the Parties hereto (i) certifies that no representative, agent or attorney right of any party to serve process in any manner permitted by Law or to commence legal proceedings or otherwise proceed against any other Party has represented, expressly or otherwise, that such party in any other Party would notjurisdiction, in the event of litigationeach case, seek to enforce that foregoing waiver and (ii) acknowledges that it and the other Party hereto have been induced judgments obtained in any Action brought pursuant to enter into this Agreement and the transactions contemplated hereby, as applicable, by, among other things, the mutual waivers and certifications in this SectionSection 6.11. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION BASED UPON, ARISING OUT OF OR RELATED TO THIS SUPPORT AGREEMENT OR THE TRANSACTIONSTRANSACTIONS CONTEMPLATED HEREBY.

Consent to Jurisdiction; Waiver of Trial by Jury. The parties hereto agree to submit any matter or dispute resulting from or arising out of the execution, performance, interpretation, breach or termination of this Agreement to the non-exclusive jurisdiction of federal or state courts within the State of New York (and the appellate courts thereof). Each of the Parties hereto irrevocably consents to parties agrees that service of any process, summons, notice or document in the exclusive jurisdiction and venue of the Delaware Chancery Court (ormanner set forth in Section 6.3 hereof or in such other manner as may be permitted by applicable law, if the Delaware Chancery Court shall be unavailable, effective service of process for any other court proceeding in the State of Delaware or, in the case of claims New York with respect to any matters to which the federal courts have exclusive subject matter jurisdiction, any federal courts it has submitted to jurisdiction in this Section 6.12. 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 DelawareNew York (and any appellate courts thereof) in connection with for any matter based upon action, suit or proceeding arising out of this Agreement or the transactions contemplated hereby, agrees that process may be served upon them in any manner authorized by the laws of the State of Delaware for such persons hereunder and waives and covenants not to assert or plead any objection which they might otherwise have to such jurisdictionthe laying of venue in the United States District Court for the Southern District of New York, venue or the New York state courts if the federal jurisdictional standards are not satisfied (or any appellate courts thereof), and manner of service of process. Each Party hereto hereby further irrevocably and unconditionally waives and agrees not to commence plead or claim in any legal proceedings such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum. Each party hereby irrevocably and unconditionally waives the right to a trial by jury in any action, suit, counterclaim or other proceeding (whether based on contract, tort or otherwise) arising out of, connected with or relating to or arising out of this Agreement or the transactions contemplated hereby in any jurisdiction or courts other than as provided herein. Each of the Parties hereto (i) certifies that no representativeAgreement, agent or attorney of any other Party has represented, expressly or otherwise, that such other Party would not, in the event of litigation, seek to enforce that foregoing waiver and (ii) acknowledges that it and the other Party hereto have been induced to enter into this Agreement and the transactions contemplated hereby, as applicableor the actions of the Investor in the negotiation, byadministration, among other things, the mutual waivers and certifications in this Section. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION BASED UPON, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONSperformance or enforcement hereof.

Consent to Jurisdiction; Waiver of Trial by Jury. (a) Each Member and the Company irrevocably and unconditionally submits, for itself and its property, to the non-exclusive jurisdiction of the Parties hereto irrevocably consents to the exclusive jurisdiction and venue Court of the Delaware Chancery Court (or, if the Delaware Chancery Court shall be unavailable, any other court in the State of Delaware or, in the case of claims to which the federal courts have exclusive subject matter jurisdiction, any federal courts of the United States of America sitting in the State of Delaware) , and any appellate court from thereof, in connection with any matter based upon action or proceeding arising out of or relating to this Agreement or the agreements delivered in connection herewith or the transactions contemplated herebyhereby or thereby or for recognition or enforcement of any judgment relating thereto, agrees that process may be served upon them in any manner authorized by the laws and each of the State of Delaware for such persons Parties hereby irrevocably and waives and covenants not to assert or plead any objection which they might otherwise have to such jurisdiction, venue and manner of service of process. Each Party hereto hereby unconditionally (i) agrees not to commence any legal proceedings relating to such action or arising out of this Agreement or the transactions contemplated hereby proceeding except in any jurisdiction or courts other than as provided herein. Each of the Parties hereto (i) certifies that no representativesuch courts, agent or attorney of any other Party has represented, expressly or otherwise, that such other Party would not, in the event of litigation, seek to enforce that foregoing waiver and (ii) acknowledges agrees that any claim in respect of any such action or proceeding may be heard and determined in the Court of Chancery of the State of Delaware, (iii) waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any such action or proceeding in the Court of Chancery of the State of Delaware, and (iv) waives, to the fullest extent permitted by applicable law, the defense of an inconvenient forum to the maintenance of such action or proceeding in the Court of Chancery of the State of Delaware. Each Member and the Company agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other Party hereto have been induced jurisdictions by suit on the judgment or in any other manner provided by law. Each Member and the Company irrevocably consents to enter into service of process in the manner provided for notices in Section 13.1. Nothing in this Agreement and will affect the transactions contemplated herebyright of any Member or the Company to serve process in any other manner permitted by applicable law. (b) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, as applicable, by, among other things, the mutual waivers and certifications in this Section. EACH OF THE PARTIES HERETO AND THEREFORE IT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY AND ALL RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION BASED UPON, LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATED RELATING TO THIS AGREEMENT AND ANY OF THE AGREEMENTS DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONSTRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

Consent to Jurisdiction; Waiver of Trial by Jury. (a) Each of AEE, the Parties hereto Owner Trust and the Owner Participant (i) hereby irrevocably consents submits to the exclusive nonexclusive jurisdiction and venue of the Delaware Chancery Supreme Court (or, if the Delaware Chancery Court shall be unavailable, any other court in of the State of Delaware orNew York, in New York County (without prejudice to the case right of claims any party to which remove to the federal courts have exclusive subject matter jurisdiction, any federal courts United States District Court for the Southern District of New York) and to the nonexclusive jurisdiction of the United States District Court for the Southern District of America sitting in New York for the State purposes of Delaware) in connection with any matter based upon suit, action or other proceeding arising out of this Agreement Agreement, the other Operative Documents, or the subject matter hereof or thereof or any of the transactions contemplated hereby, hereby or thereby brought by any of the parties hereto or their successors or assigns; (ii) hereby irrevocably agrees that process all claims in respect of such action or proceeding may be served upon them heard and determined in any manner authorized such New York State court, or in such federal court; and (iii) to the extent permitted by the laws of the State of Delaware for such persons Applicable Law, hereby irrevocably waives, and waives and covenants not to assert or plead any objection which they might otherwise have to such jurisdiction, venue and manner of service of process. Each Party hereto hereby agrees not to commence assert, by way of motion, as a defense, or otherwise, in any legal proceedings relating such suit, action or proceeding any claim that it is not personally subject to the jurisdiction of the above-named courts, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement, the other Operative Documents, or the subject matter hereof or thereof may not be enforced in or by such court. (b) To the extent permitted by applicable law, each of the parties hereto hereby irrevocably waives the right to demand a trial by jury, in any such suit, action or other proceeding arising out of this Agreement Agreement, the other Operative Documents, or the subject matter hereof or thereof or any of the transactions contemplated hereby in or thereby brought by any jurisdiction or courts other than as provided herein. Each of the Parties parties hereto (i) certifies that no representative, agent or attorney of any other Party has represented, expressly their successors or otherwise, that such other Party would not, in the event of litigation, seek to enforce that foregoing waiver and (ii) acknowledges that it and the other Party hereto have been induced to enter into this Agreement and the transactions contemplated hereby, as applicable, by, among other things, the mutual waivers and certifications in this Section. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION BASED UPON, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONSassigns.

Consent to Jurisdiction; Waiver of Trial by Jury. (a) Each of Member and the Parties hereto Company irrevocably consents and unconditionally submits, for itself and its property, to the exclusive jurisdiction and venue of the Delaware Chancery Court (or, if the Delaware Chancery Court shall be unavailable, any other court federal or state courts of or located in the State of Delaware in any action or proceeding arising out of or relating to this Agreement or the agreements delivered in connection herewith or the transactions contemplated hereby or thereby or for recognition or enforcement of any judgment relating thereto, and each of the parties hereby irrevocably and unconditionally (i) agrees that any claim in respect of any such action or proceeding shall be heard and determined in the federal or state courts of or located in the State of Delaware, (ii) waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any such action or proceeding in such courts, (iii) waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in such courts, (iv) agrees that any actions or proceedings arising in connection with this Agreement or the transactions contemplated hereby shall be brought, tried and determined in the federal or state courts of or located in the State of Delaware and, on appeal, the Delaware Supreme Court or, in the case of claims to which the federal courts have exclusive subject matter jurisdiction, any federal courts of appeal from the United States District Court in Delaware, the United States Court of America sitting in Appeals for the State of DelawareThird Circuit and (v) in connection with any matter based upon or arising out of this Agreement or the transactions contemplated hereby, agrees that process may be served upon them in it will not bring any manner authorized by the laws of the State of Delaware for such persons and waives and covenants not to assert or plead any objection which they might otherwise have to such jurisdiction, venue and manner of service of process. Each Party hereto hereby agrees not to commence any legal proceedings action relating to or arising out of this Agreement or the transactions contemplated hereby in any jurisdiction or courts court other than as provided hereinthe aforesaid courts. Each Member and the Company agrees that a final judgment in any such action or proceeding, as to which available appeals have been exhausted or no appeals have been filed within the time set by law, will be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Each Member and the Company irrevocably consents to service of process in the Parties hereto (i) certifies that no representative, agent or attorney manner provided for giving notices in Section 14.01. Nothing in this Agreement will affect the right of any Member or the Company to serve process in any other Party has representedmanner permitted by law. (b) TO THE FULLEST EXTENT PERMITTED BY LAW, expressly or otherwise, that such other Party would not, in the event of litigation, seek to enforce that foregoing waiver and (ii) acknowledges that it and the other Party hereto have been induced to enter into this Agreement and the transactions contemplated hereby, as applicable, by, among other things, the mutual waivers and certifications in this Section. EACH OF THE PARTIES PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY AND ALL RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION BASED UPON, LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATED RELATING TO THIS AGREEMENT AND ANY OF THE AGREEMENTS DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONSTRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

Consent to Jurisdiction; Waiver of Trial by Jury. (a) Each of the Parties parties hereto (i) hereby irrevocably consents submits to the exclusive nonexclusive jurisdiction and venue of the Delaware Chancery Supreme Court (or, if the Delaware Chancery Court shall be unavailable, any other court in of the State of Delaware orNew York, in New York County (without prejudice to the case right of claims any party to which remove to the federal courts have exclusive subject matter jurisdiction, any federal courts United States District Court for the Southern District of New York) and to the nonexclusive jurisdiction of the United States District Court for the Southern District of America sitting in New York for the State purposes of Delaware) in connection with any matter based upon suit, action or other proceeding arising out of this Agreement Facility Sublease or any other Facility Sublease Document or the transactions contemplated hereby, agrees that process may be served upon them in subject matter hereof or thereof or any manner authorized by the laws of the State of Delaware for such persons and waives and covenants not to assert or plead any objection which they might otherwise have to such jurisdiction, venue and manner of service of process. Each Party hereto hereby agrees not to commence any legal proceedings relating to or arising out of this Agreement or the transactions contemplated hereby in or thereby brought by any jurisdiction or courts other than as provided herein. Each of the Parties parties hereto or any of their successors or permitted assigns; (iii) certifies hereby irrevocably agrees that no representativeall claims in respect of such action or proceeding may be heard and determined in such New York State court, agent or attorney in such federal court; and (iii) to the extent permitted by Applicable Law, hereby irrevocably waives, and agrees not to assert, by way of any other Party has representedmotion, expressly as a defense, or otherwise, in any such suit, action or proceeding, any claim that such party is not personally subject to the jurisdiction of the above-named courts, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Facility Sublease or any other Party would notFacility Sublease Document or the subject matter hereof or thereof may not be enforced in or by such court. (b) TO THE EXTENT PERMITTED BY APPLICABLE LAW, in the event of litigation, seek to enforce that foregoing waiver and (ii) acknowledges that it and the other Party hereto have been induced to enter into this Agreement and the transactions contemplated hereby, as applicable, by, among other things, the mutual waivers and certifications in this Section. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL THE RIGHT TO DEMAND A TRIAL BY JURY IN ANY SUCH SUIT, ACTION BASED UPON, OR OTHER PROCEEDING ARISING OUT OF THIS FACILITY SUBLEASE OR RELATED TO THIS AGREEMENT ANY OTHER FACILITY SUBLEASE DOCUMENT OR THE TRANSACTIONSSUBJECT MATTER HEREOF OR THEREOF BROUGHT BY ANY OF THE PARTIES HERETO OR THEIR SUCCESSORS OR PERMITTED ASSIGNS.

Consent to Jurisdiction; Waiver of Trial by Jury. Each of the Parties hereto irrevocably consents (a) Any legal action or proceeding with respect to the exclusive jurisdiction and venue of the Delaware Chancery Court (or, if the Delaware Chancery Court shall be unavailable, this Agreement or any other court Collateral Document may be brought in the courts of the State of Delaware or, New York located in the case City of claims to which the federal courts have exclusive subject matter jurisdiction, any federal courts New York or of the United States of America sitting for the Southern District of New York, and, by execution and delivery of this Agreement, each party hereto hereby accepts for itself and in respect of its property, generally and unconditionally, the jurisdiction of the aforesaid courts. The parties hereto hereby irrevocably waive any objection, including any objection to the laying of venue or based on the grounds of forum non conveniens, that any of them may now or hereafter have to the bringing of any such action or proceeding in such respective jurisdictions. (b) Each party hereto hereby irrevocably consents to the service of any and all legal process, summons, notices and documents in any suit, action or proceeding brought in the State United States of Delaware) America arising out of or in connection with any matter based upon or arising out of this Agreement or any other Financing Document by the transactions contemplated herebymailing (by registered or certified mail, postage prepaid) or delivering of a copy of such process to such party at its address specified in Section 12.5 (Notices). Each party hereto agrees that process a final judgment in any such action or proceeding shall be conclusive and may be served upon them enforced in other jurisdictions by suit on the judgment or in any other manner authorized provided by law. (c) Nothing contained in this Section 12.4 shall affect the laws right of the State of Delaware for such persons and waives and covenants not any Agent or any Secured Party to assert serve process in any other manner permitted by law or plead any objection which they might otherwise have to such jurisdiction, venue and manner of service of process. Each Party hereto hereby agrees not to commence any legal proceedings relating to or arising out of this Agreement otherwise proceed against the Company or the transactions contemplated hereby any other Loan Party in any jurisdiction or courts other than as provided herein. Each of the Parties hereto jurisdiction. (id) certifies that no representative, agent or attorney of any other Party has represented, expressly or otherwise, that such other Party would not, in the event of litigation, seek to enforce that foregoing waiver and (ii) acknowledges that it and the other Party hereto have been induced to enter into this Agreement and the transactions contemplated hereby, as applicable, by, among other things, the mutual waivers and certifications in this Section. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION BASED UPON, ARISING OUT OF OR RELATED PROCEEDING WITH RESPECT TO THIS AGREEMENT OR THE TRANSACTIONSANY OTHER FINANCING DOCUMENT. (e) The obligations of each Loan Party in respect of any Secured Obligation (as defined in the Pledge and Security Agreement) due to any party hereto in Dollars (including, without limitation, by virtue of any conversion of a Local Loan or Acceptance from a Denomination Currency into Dollars pursuant to the provisions of Section 6.4 of the Multi-Currency Credit Agreement) or any holder of any bond which is denominated in Dollars, shall, notwithstanding any judgment in a currency (the “judgment currency”) other than Dollars, be discharged only to the extent that on the Business Day following receipt by such party or such holder (as the case may be) of any sum adjudged to be so due in the judgment currency such party or such holder (as the case may be) may in accordance with normal banking procedures purchase Dollars with the judgment currency; if the amount of Dollars so purchased is less than the sum originally due to such party or such holder (as the case may be) in Dollars, such Loan Party agrees, as a separate obligation and notwithstanding any such judgment, to indemnify such party or such holder (as the case may be) against such loss, and if the amount of Dollars so purchased exceeds the sum originally due to any party to this Agreement or any holder of Notes (as the case may be), such party or such holder (as the case may be), agrees to remit to such Loan Party, such excess.

Consent to Jurisdiction; Waiver of Trial by Jury. Each Guarantor (i) hereby irrevocably submits to the nonexclusive jurisdiction of the Parties hereto irrevocably consents to the exclusive jurisdiction and venue Supreme Court of the Delaware Chancery Court (or, if the Delaware Chancery Court shall be unavailable, any other court in the State of Delaware orNew York, in New York County (without prejudice to the case right of claims any party to which remove to the federal courts have exclusive subject matter jurisdiction, any federal courts United States District Court for the Southern District of New York) and to the nonexclusive jurisdiction of the United States District Court for the Southern District of America sitting in New York for the State purposes of Delaware) in connection with any matter based upon suit, action or other proceeding arising out of this Agreement Guaranty or the transactions contemplated hereby, subject matter hereof brought by the Guaranty Beneficiary; (ii) hereby irrevocably agrees that process all claims in respect of such action or proceeding may be served upon them heard and determined in any manner authorized such New York State court, or in such federal court; and (iii) to the extent permitted by the laws of the State of Delaware for such persons Applicable Law, hereby irrevocably waives, and waives and covenants not to assert or plead any objection which they might otherwise have to such jurisdiction, venue and manner of service of process. Each Party hereto hereby agrees not to commence any legal proceedings relating to or arising out assert, by way of this Agreement or the transactions contemplated hereby in any jurisdiction or courts other than motion, as provided herein. Each of the Parties hereto (i) certifies that no representativea defense, agent or attorney of any other Party has represented, expressly or otherwise, in any such suit, action or proceeding, any claim that such other Party would notparty is not personally subject to the jurisdiction of the above-named courts, that the suit, action or proceeding is brought in an inconvenient forum, that the event venue of litigationthe suit, seek to enforce action or proceeding is improper or that foregoing waiver and (ii) acknowledges that it and this Guaranty or the other Party hereto have been induced to enter into this Agreement and the transactions contemplated herebysubject matter hereof may not be enforced in or by such court. TO THE EXTENT PERMITTED BY APPLICABLE LAW, as applicable, by, among other things, the mutual waivers and certifications in this Section. EACH OF GUARANTOR HEREBY WAIVES THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO DEMAND A TRIAL BY JURY IN ANY SUCH SUIT, ACTION BASED UPON, OR OTHER PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT GUARANTY OR THE TRANSACTIONSSUBJECT MATTER THEREOF BROUGHT BY THE GUARANTY BENEFICIARY.

Consent to Jurisdiction; Waiver of Trial by Jury. The parties hereto agree to submit any matter or dispute resulting from or arising out of the execution, performance, interpretation, breach or termination of this Agreement to the non-exclusive jurisdiction of federal or state courts within the State of New York. Each of the Parties hereto irrevocably consents to parties agrees that service of any process, summons, notice or document in the exclusive jurisdiction and venue of the Delaware Chancery Court (ormanner set forth in Section 6.2 hereof or in such other manner as may be permitted by applicable law, if the Delaware Chancery Court shall be unavailable, effective service of process for any other court proceeding in the State of Delaware or, in the case of claims New York with respect to any matters to which the federal courts have exclusive subject matter jurisdiction, any federal courts it has submitted to jurisdiction in this Section 6.11. 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 Delaware) in connection with New York for any matter based upon action, suit or proceeding arising out of this Agreement or the transactions contemplated hereby, agrees that process may be served upon them in any manner authorized by the laws of the State of Delaware for such persons hereunder and waives and covenants not to assert or plead any objection which they might otherwise have to such jurisdictionthe laying of venue in the United States District Court for the Southern District of New York, venue or the New York state courts if the federal jurisdictional standards are not satisfied, and manner of service of process. Each Party hereto hereby further irrevocably and unconditionally waives and agrees not to commence any legal proceedings relating to plead or arising out of this Agreement or the transactions contemplated hereby claim in any jurisdiction such court that any such action, suit or courts other than as provided hereinproceeding brought in any such court has been brought in an inconvenient forum. Each of the Parties hereto (i) certifies that no representativeTO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, agent or attorney of any other Party has represented, expressly or otherwise, that such other Party would not, in the event of litigation, seek to enforce that foregoing waiver and (ii) acknowledges that it and the other Party hereto have been induced to enter into this Agreement and the transactions contemplated hereby, as applicable, by, among other things, the mutual waivers and certifications in this Section. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT ITS RIGHTS TO A TRIAL BY JURY IN ANY ACTION BASED UPON, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONSJURY.

Consent to Jurisdiction; Waiver of Trial by Jury. (a) Each of Member and the Parties hereto Company irrevocably consents and unconditionally submits, for itself and its property, to the exclusive jurisdiction and venue of the Delaware Court of Chancery Court (or, if the Delaware Chancery Court shall be unavailable, any other court in the State of Delaware or, in the case of claims to which the federal courts have exclusive subject matter jurisdiction, any federal courts of the United States of America sitting in the State of Delaware) , and any appellate court from thereof, in connection with any matter based upon action or proceeding arising out of this Agreement or the transactions contemplated hereby, agrees that process may be served upon them in any manner authorized by the laws of the State of Delaware for such persons and waives and covenants not to assert or plead any objection which they might otherwise have to such jurisdiction, venue and manner of service of process. Each Party hereto hereby agrees not to commence any legal proceedings relating to or arising out of this Agreement Agreement, the Transaction Documents or the transactions contemplated hereby in or thereby or for recognition or enforcement of any jurisdiction or courts other than as provided hereinjudgment relating thereto. Each of the Parties hereto hereby irrevocably and unconditionally agrees: (i) certifies that no representative, agent not to commence any such action or attorney of any other Party has represented, expressly or otherwise, that proceeding except in such other Party would not, in the event of litigation, seek to enforce that foregoing waiver courts; and (ii) acknowledges that any claim in respect of any such action or proceeding may be heard and determined in the Court of Chancery of the State of Delaware. Each of the Parties also agrees to waive to the fullest extent it may legally and effectively do so: (i) any objection which it may now or hereafter have to the laying of venue of any such action or proceeding in the Court of Chancery of the State of Delaware; and (ii) the defense of an inconvenient forum to the maintenance of such action or proceeding in the Court of Chancery of the State of Delaware. Each Member and the Company agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other Party hereto have been induced jurisdictions by suit on the judgment or in any other manner provided by law. Each Member and the Company irrevocably consents to enter into service of process in the manner provided for notices in Section 13.1. Nothing in this Agreement and will affect the transactions contemplated herebyright of any Member or the Company to serve process in any other manner permitted by applicable law. (b) EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, as applicable, by, among other things, the mutual waivers and certifications in this Section. EACH OF THE PARTIES HERETO AND THEREFORE IT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY AND ALL RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION BASED UPON, LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATED RELATING TO THIS AGREEMENT AND ANY OF THE AGREEMENTS DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONSTRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

Consent to Jurisdiction; Waiver of Trial by Jury. Each of the Parties hereto irrevocably consents to the exclusive jurisdiction and venue of the Delaware Chancery Court (or, if the Delaware Chancery Court shall be unavailable, any other court in the State of Delaware or, in the case of claims to which the federal courts have exclusive subject matter jurisdiction, any federal courts of the United States of America sitting in the State of Delaware) in connection with any matter based upon or arising out of this Agreement or the transactions contemplated hereby, agrees that process may be served upon them in any manner authorized by the laws of the State of Delaware for such persons and waives and covenants not to assert or plead any objection which they might otherwise have to such jurisdiction, venue and manner of service of process. Each Party party hereto hereby agrees not to commence any legal proceedings relating to or arising out of this Agreement or the transactions contemplated hereby in any jurisdiction or courts other than as provided herein. Each of the Parties hereto (i) certifies that no representative, agent or attorney of any other Party has represented, expressly or otherwise, that such other Party would not, in the event of litigation, seek to enforce that foregoing waiver and (ii) acknowledges that it and the other Party hereto have been induced to enter into this Agreement and the transactions contemplated hereby, as applicable, by, among other things, the mutual waivers and certifications in this Section. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION BASED UPON, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONSTRANSACTIONS CONTEMPLATED HEREBY.

Consent to Jurisdiction; Waiver of Trial by Jury. Each of the Parties hereto irrevocably consents (a) Any legal action or proceeding with respect to the exclusive jurisdiction and venue of the Delaware Chancery Court (or, if the Delaware Chancery Court shall be unavailable, this Agreement or any other court Collateral Document may be brought in the courts of the State of Delaware or, New York located in the case City of claims to which the federal courts have exclusive subject matter jurisdiction, any federal courts New York or of the United States of America sitting for the Southern District of New York, and, by execution and delivery of this Agreement, each party hereto hereby accepts for itself and in respect of its property, generally and unconditionally, the jurisdiction of the aforesaid courts. The parties hereto hereby irrevocably waive any objection, including any objection to the laying of venue or based on the grounds of forum non conveniens, that any of them may now or hereafter have to the bringing of any such action or proceeding in such respective jurisdictions. (b) Each party hereto hereby irrevocably consents to the service of any and all legal process, summons, notices and documents in any suit, action or proceeding brought in the State United States of Delaware) America arising out of or in connection with any matter based upon or arising out of this Agreement or any other Loan Document by the transactions contemplated herebymailing (by registered or certified mail, postage prepaid) or delivering of a copy of such process to such party at its address specified in Section 12.5 (Notices). Each party hereto agrees that process a final judgment in any such action or proceeding shall be conclusive and may be served upon them enforced in other jurisdictions by suit on the judgment or in any other manner authorized provided by law. (c) Nothing contained in this Section 12.4 shall affect the laws right of the State of Delaware for such persons and waives and covenants not any Agent or any Secured Party to assert serve process in any other manner permitted by law or plead any objection which they might otherwise have to such jurisdiction, venue and manner of service of process. Each Party hereto hereby agrees not to commence any legal proceedings relating to or arising out of this Agreement otherwise proceed against the Company or the transactions contemplated hereby any other Loan Party in any jurisdiction or courts other than as provided herein. Each of the Parties hereto jurisdiction. (id) certifies that no representative, agent or attorney of any other Party has represented, expressly or otherwise, that such other Party would not, in the event of litigation, seek to enforce that foregoing waiver and (ii) acknowledges that it and the other Party hereto have been induced to enter into this Agreement and the transactions contemplated hereby, as applicable, by, among other things, the mutual waivers and certifications in this Section. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION BASED UPON, ARISING OUT OF OR RELATED PROCEEDING WITH RESPECT TO THIS AGREEMENT OR THE TRANSACTIONSANY OTHER LOAN DOCUMENT. (e) The obligations of each Loan Party in respect of any Secured Obligation (as defined in the Pledge and Security Agreement) due to any party hereto in Dollars (including, without limitation, by virtue of any conversion of a Local Loan or Acceptance from a Denomination Currency into Dollars pursuant to the provisions of Section 6.4 of the Existing Credit Agreement) or any holder of any bond which is denominated in Dollars, shall, notwithstanding any judgment in a currency (the “judgment currency”) other than Dollars, be discharged only to the extent that on the Business Day following receipt by such party or such holder (as the case may be) of any sum adjudged to be so due in the judgment currency such party or such holder (as the case may be) may in accordance with normal banking procedures purchase Dollars with the judgment currency; if the amount of Dollars so purchased is less than the sum originally due to such party or such holder (as the case may be) in Dollars, such Loan Party agrees, as a separate obligation and notwithstanding any such judgment, to indemnify such party or such holder (as the case may be) against such loss, and if the amount of Dollars so purchased exceeds the sum originally due to any party to this Agreement or any holder of Notes (as the case may be), such party or such holder (as the case may be), agrees to remit to such Loan Party, such excess.

Consent to Jurisdiction; Waiver of Trial by Jury. Each of the Parties hereto irrevocably consents to the exclusive jurisdiction and venue of the Delaware Chancery Court (or, if the Delaware Chancery Court shall be unavailable, any other court in the State of Delaware or, in the case of claims to which the federal courts have exclusive subject matter jurisdiction, any federal courts of the United States of America sitting in the State of Delaware) in connection with any matter based upon or arising out of this Agreement or the transactions contemplated hereby, agrees that process may be served upon them in any manner authorized by the laws of the State of Delaware for such persons and waives and covenants not to assert or plead any objection which they might otherwise have to such jurisdiction, venue and manner of service of process. Each Party hereto hereby agrees not to commence any legal proceedings relating to or arising out of this Agreement or the transactions contemplated hereby in any jurisdiction or courts other than as provided herein. Without limiting the foregoing, each Party agrees that service of process on such Party in accordance with Section 4.2 shall be deemed effective service of process on such Party and each Party waives any further argument that such service is insufficient. Each of the Parties hereto (ia) certifies that no representative, agent or attorney of any other Party has represented, expressly or otherwise, that such other Party would not, in the event of litigation, seek to enforce that foregoing waiver and (iib) acknowledges that it and the other Party hereto Parties have been induced to enter into this Agreement and the transactions contemplated hereby, as applicable, by, among other things, the mutual waivers and certifications in this Section. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION BASED UPON, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONSTRANSACTIONS CONTEMPLATED HEREBY.

Consent to Jurisdiction; Waiver of Trial by Jury. Each (a) Any legal action or proceeding with respect to this Agreement may be brought in the courts of the Parties hereto irrevocably consents to the exclusive jurisdiction and venue of the Delaware Chancery Court (or, if the Delaware Chancery Court shall be unavailable, any other court in the State of Delaware or, New York located in the case City of claims to which the federal courts have exclusive subject matter jurisdiction, any federal courts New York or of the United States of America sitting for the Southern District of New York, and, by execution and delivery of this Agreement, each party hereto hereby accepts for itself and in respect of its property, generally and unconditionally, the jurisdiction of the aforesaid courts. The parties hereto hereby irrevocably waive, to the fullest extent permitted by law, any objection, including any objection to the laying of venue or based on the grounds of forum non conveniens, that any of them may now or hereafter have to the bringing of any such action or proceeding in such respective jurisdictions. Each party hereto agrees, to the fullest extent permitted by law, that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. (b) Each party hereto hereby irrevocably consents, to the fullest extent permitted by law, to the service of any and all legal process, summons, notices and documents in any suit, action or proceeding brought in the State United States of Delaware) America arising out of or in connection with any matter based upon or arising out of this Agreement by the mailing (by registered or certified mail, postage prepaid) or delivering of a copy of such process to such party at its address specified in Section 11.6. (c) Nothing contained in this Section 11.5 shall affect the transactions contemplated herebyright of the Revolving Credit Agent, agrees that the Second Priority Agents, any Revolving Credit Secured Party or any Second Priority Secured Party to serve process may be served upon them in any other manner authorized permitted by the laws of the State of Delaware for such persons and waives and covenants not to assert law or plead any objection which they might otherwise have to such jurisdiction, venue and manner of service of process. Each Party hereto hereby agrees not to commence any legal proceedings relating to or arising out of this Agreement or the transactions contemplated hereby otherwise proceed against any party hereto in any jurisdiction or courts other than as provided herein. Each of the Parties hereto jurisdiction. (id) certifies that no representative, agent or attorney of any other Party has represented, expressly or otherwise, that such other Party would not, in the event of litigation, seek to enforce that foregoing waiver and (ii) acknowledges that it and the other Party hereto have been induced to enter into this Agreement and the transactions contemplated hereby, as applicable, by, among other things, the mutual waivers and certifications in this Section. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION BASED UPON, ARISING OUT OF OR RELATED PROCEEDING WITH RESPECT TO THIS AGREEMENT OR THE TRANSACTIONSAGREEMENT.

Consent to Jurisdiction; Waiver of Trial by Jury. Each of the Parties hereto irrevocably consents (a) Any legal action or proceeding with respect to the exclusive jurisdiction and venue of the Delaware Chancery Court (or, if the Delaware Chancery Court shall be unavailable, this Agreement or any other court Collateral Document may be brought in the courts of the State of Delaware or, New York located in the case City of claims to which the federal courts have exclusive subject matter jurisdiction, any federal courts New York or of the United States of America sitting for the Southern District of New York, and, by execution and delivery of this Agreement, each party hereto hereby accepts for itself and in respect of its property, generally and unconditionally, the jurisdiction of the aforesaid courts. The parties hereto hereby irrevocably waive any objection, including any objection to the laying of venue or based on the grounds of forum non conveniens, that any of them may now or hereafter have to the bringing of any such action or proceeding in such respective jurisdictions. (b) Each party hereto hereby irrevocably consents to the service of any and all legal process, summons, notices and documents in any suit, action or proceeding brought in the State United States of Delaware) America arising out of or in connection with any matter based upon or arising out of this Agreement or any other Loan Document by the transactions contemplated herebymailing (by registered or certified mail, postage prepaid) or delivering of a copy of such process to such party at its address specified in Section 11.5 (Notices). Each party hereto agrees that process a final judgment in any such action or proceeding shall be conclusive and may be served upon them enforced in other jurisdictions by suit on the judgment or in any other manner authorized provided by law. (c) Nothing contained in this Section 11.3 shall affect the laws right of the State of Delaware for such persons and waives and covenants not any Agent or any Secured Party to assert serve process in any other manner permitted by law or plead any objection which they might otherwise have to such jurisdiction, venue and manner of service of process. Each Party hereto hereby agrees not to commence any legal proceedings relating to or arising out of this Agreement otherwise proceed against the Company or the transactions contemplated hereby any other Loan Party in any jurisdiction or courts other than as provided herein. Each of the Parties hereto jurisdiction. (id) certifies that no representative, agent or attorney of any other Party has represented, expressly or otherwise, that such other Party would not, in the event of litigation, seek to enforce that foregoing waiver and (ii) acknowledges that it and the other Party hereto have been induced to enter into this Agreement and the transactions contemplated hereby, as applicable, by, among other things, the mutual waivers and certifications in this Section. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION BASED UPON, ARISING OUT OF OR RELATED PROCEEDING WITH RESPECT TO THIS AGREEMENT OR THE TRANSACTIONSANY OTHER LOAN DOCUMENT. (e) The obligations of each Grantor in respect of any Obligation due to any party hereto in Dollars, shall, notwithstanding any judgment in a currency (the ‘‘judgment currency’’) other than Dollars, be discharged only to the extent that on the Business Day following receipt by such party or such holder (as the case may be) of any sum adjudged to be so due in the judgment currency such party or such holder (as the case may be) may in accordance with normal banking procedures purchase Dollars with the judgment currency; if the amount of Dollars so purchased is less than the sum originally due to such party or such holder (as the case may be) in Dollars, such Grantor agrees, as a separate obligation and notwithstanding any such judgment, to indemnify such party or such holder (as the case may be) against such loss, and if the amount of Dollars so purchased exceeds the sum originally due to any party to this Agreement, such party agrees to remit to such Grantor, such excess.

Consent to Jurisdiction; Waiver of Trial by Jury. Each (a) To the extent permitted by applicable law, each of the Parties parties hereto (i) hereby irrevocably consents submits to the exclusive nonexclusive jurisdiction and venue of the Delaware Chancery Supreme Court (or, if the Delaware Chancery Court shall be unavailable, any other court in of the State of Delaware orNew York, in New York County (without prejudice to the case right of claims any party to which remove to the federal courts have exclusive subject matter jurisdiction, any federal courts United States District Court for the Southern District of New York) and to the nonexclusive jurisdiction of the United States District Court for the Southern District of America sitting in New York for the State purposes of Delaware) in connection with any matter based upon suit, action or other proceeding arising out of this Agreement Agreement, the other Operative Documents, or the subject matter hereof or thereof or any of the transactions contemplated hereby, hereby or thereby brought by any of the parties hereto or their successors or assigns; (ii) hereby irrevocably agrees that process all claims in respect of such action or proceeding may be served upon them heard and determined in any manner authorized such New York State court, or in such federal court; and (iii) to the extent permitted by the laws of the State of Delaware for such persons Applicable Law, hereby irrevocably waives, and waives and covenants not to assert or plead any objection which they might otherwise have to such jurisdiction, venue and manner of service of process. Each Party hereto hereby agrees not to commence assert, by way of motion, as a defense, or otherwise, in any legal proceedings relating such suit, action or proceeding any claim that it is not personally subject to the jurisdiction of the above-named courts, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement, the other Operative Documents, or the subject matter hereof or thereof may not be enforced in or by such court. (b) To the extent permitted by applicable law, each of the parties hereto hereby irrevocably waives the right to demand a trial by jury, in any such suit, action or other proceeding arising out of this Agreement Agreement, the other Operative Documents, or the subject matter hereof or thereof or any of the transactions contemplated hereby in or thereby brought by any jurisdiction or courts other than as provided herein. Each of the Parties parties hereto (i) certifies that no representative, agent or attorney of any other Party has represented, expressly their successors or otherwise, that such other Party would not, in the event of litigation, seek to enforce that foregoing waiver and (ii) acknowledges that it and the other Party hereto have been induced to enter into this Agreement and the transactions contemplated hereby, as applicable, by, among other things, the mutual waivers and certifications in this Section. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION BASED UPON, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONSassigns.

Consent to Jurisdiction; Waiver of Trial by Jury. Each of the Parties party hereto hereby irrevocably consents and agrees, for the benefit of each other party, that any legal action, suit or proceeding against it with respect to its obligations, liabilities or any other matter under or arising out of or in connection with this Agreement and with respect to the enforcement, modification, vacation or correction of an award rendered in an arbitration proceeding may be brought in any state or federal court located in the City of Wilmington, New Castle County, Delaware (a “Delaware Court”), and hereby irrevocably accepts and submits to the exclusive jurisdiction and venue of the each such Delaware Chancery Court (orwith respect to any such action, if the Delaware Chancery Court shall be unavailablesuit or proceeding. TO THE EXTENT PERMITTED BY APPLICABLE LAW, any other court in the State of Delaware or, in the case of claims to which the federal courts have exclusive subject matter jurisdiction, any federal courts of the United States of America sitting in the State of Delaware) in connection with any matter based upon or arising out of this Agreement or the transactions contemplated hereby, agrees that process may be served upon them in any manner authorized by the laws of the State of Delaware for such persons and waives and covenants not to assert or plead any objection which they might otherwise have to such jurisdiction, venue and manner of service of process. Each Party hereto hereby agrees not to commence any legal proceedings relating to or arising out of this Agreement or the transactions contemplated hereby in any jurisdiction or courts other than as provided herein. Each of the Parties hereto (i) certifies that no representative, agent or attorney of any other Party has represented, expressly or otherwise, that such other Party would not, in the event of litigation, seek to enforce that foregoing waiver and (ii) acknowledges that it and the other Party hereto have been induced to enter into this Agreement and the transactions contemplated hereby, as applicable, by, among other things, the mutual waivers and certifications in this Section. EACH OF THE PARTIES PARTY HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO OF TRIAL BY JURY IN ANY ACTION BASED UPONACTION, PROCEEDING OR COUNTERCLAIM, ARISING OUT OF OR RELATED TO IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONSANY MATTER ARISING HEREUNDER. Each party hereto waives any objection which it may now or hereafter have to the laying of venue of any of the aforesaid actions, suits or proceedings brought in any such Delaware Court and hereby further waives and agrees not to plead or claim in any such Delaware Court that any such action, suit or proceeding brought therein has been brought in an inconvenient forum. Each party agrees that (i) to the fullest extent permitted by law, service of process may be effectuated hereinafter by mailing a copy of the summons and complaint or other pleading by certified mail, return receipt requested, at its address set forth on the Schedule of Members and (ii) all notices that are required to be given hereunder may be given by the attorneys for the respective parties.

Consent to Jurisdiction; Waiver of Trial by Jury. (a) Each of the Parties parties hereto (i) hereby irrevocably consents submits to the exclusive nonexclusive jurisdiction and venue of the Delaware Chancery Supreme Court (or, if the Delaware Chancery Court shall be unavailable, any other court in of the State of Delaware orNew York, in New York County (without prejudice to the case right of claims any party to which remove to the federal courts have exclusive subject matter jurisdiction, any federal courts United States District Court for the Southern District of New York) and to the nonexclusive jurisdiction of the United States District Court for the Southern District of America sitting in New York for the State purposes of Delaware) in connection with any matter based upon suit, action or other proceeding arising out of this Agreement Agreement, the other Operative Documents, or the subject matter hereof or thereof or any of the transactions contemplated hereby, hereby or thereby brought by any of the parties hereto or their successors or assigns; (ii) hereby irrevocably agrees that process all claims in respect of such action or proceeding may be served upon them heard and determined in any manner authorized such New York State court, or in such federal court; and (iii) to the extent permitted by the laws of the State of Delaware for such persons Applicable Law, hereby irrevocably waives, and waives and covenants not to assert or plead any objection which they might otherwise have to such jurisdiction, venue and manner of service of process. Each Party hereto hereby agrees not to commence assert, by way of motion, as a defense, or otherwise, in any legal proceedings relating such suit, action or proceeding any claim that it is not personally subject to the jurisdiction of the above-named courts, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement, the other Operative Documents, or the subject matter hereof or thereof may not be enforced in or by such court. (b) To the extent permitted by applicable law, each of the parties hereto hereby irrevocably waives the right to demand a trial by jury, in any such suit, action or other proceeding arising out of this Agreement Agreement, the other Operative Documents, or the subject matter hereof or thereof or any of the transactions contemplated hereby in or thereby brought by any jurisdiction or courts other than as provided herein. Each of the Parties parties hereto (i) certifies that no representative, agent or attorney of any other Party has represented, expressly their successors or otherwise, that such other Party would not, in the event of litigation, seek to enforce that foregoing waiver and (ii) acknowledges that it and the other Party hereto have been induced to enter into this Agreement and the transactions contemplated hereby, as applicable, by, among other things, the mutual waivers and certifications in this Section. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION BASED UPON, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONSassigns.

Consent to Jurisdiction; Waiver of Trial by Jury. Each of the Parties hereto irrevocably consents (a) Any legal action or proceeding with respect to the exclusive jurisdiction and venue of the Delaware Chancery Court (or, if the Delaware Chancery Court shall be unavailable, this Agreement or any other court Collateral Document may be brought in the courts of the State of Delaware or, New York located in the case City of claims to which the federal courts have exclusive subject matter jurisdiction, any federal courts New York or of the United States of America sitting for the Southern District of New York, and, by execution and delivery of this Agreement, each party hereto hereby accepts for itself and in respect of its property, generally and unconditionally, the jurisdiction of the aforesaid courts. The parties hereto hereby irrevocably waive any objection, including any objection to the laying of venue or based on the grounds of forum non conveniens, that any of them may now or hereafter have to the bringing of any such action or proceeding in such respective jurisdictions. (b) Each party hereto hereby irrevocably consents to the service of any and all legal process, summons, notices and documents in any suit, action or proceeding brought in the State United States of Delaware) America arising out of or in connection with any matter based upon or arising out of this Agreement or any other Loan Document by the transactions contemplated herebymailing (by registered or certified mail, postage prepaid) or delivering of a copy of such process to such party at its address specified in Section 11.5 (Notices). Each party hereto agrees that process a final judgment in any such action or proceeding shall be conclusive and may be served upon them enforced in other jurisdictions by suit on the judgment or in any other manner authorized provided by law. (c) Nothing contained in this Section 11.4 shall affect the laws right of the State of Delaware for such persons and waives and covenants not any Agent or any Secured Party to assert serve process in any other manner permitted by law or plead any objection which they might otherwise have to such jurisdiction, venue and manner of service of process. Each Party hereto hereby agrees not to commence any legal proceedings relating to or arising out of this Agreement otherwise proceed against the Borrower or the transactions contemplated hereby any other Loan Party in any jurisdiction or courts other than as provided herein. Each of the Parties hereto jurisdiction. (id) certifies that no representative, agent or attorney of any other Party has represented, expressly or otherwise, that such other Party would not, in the event of litigation, seek to enforce that foregoing waiver and (ii) acknowledges that it and the other Party hereto have been induced to enter into this Agreement and the transactions contemplated hereby, as applicable, by, among other things, the mutual waivers and certifications in this Section. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION BASED UPON, ARISING OUT OF OR RELATED PROCEEDING WITH RESPECT TO THIS AGREEMENT OR THE TRANSACTIONSANY OTHER LOAN DOCUMENT. (e) The obligations of each Loan Party in respect of any Obligation due to any party hereto in Dollars or any holder of any bond which is denominated in Dollars, shall, notwithstanding any judgment in a currency (the "judgment currency") other than Dollars, be discharged only to the extent that on the Business Day following receipt by such party or such holder (as the case may be) of any sum adjudged to be so due in the judgment currency such party or such holder (as the case may be) may in accordance with normal banking procedures purchase Dollars with the judgment currency; if the amount of Dollars so purchased is less than the sum originally due to such party or such holder (as the case may be) in Dollars, such Loan Party agrees, as a separate obligation and notwithstanding any such judgment, to indemnify such party or such holder (as the case may be) against such loss, and if the amount of Dollars so purchased exceeds the sum originally due to any party to this Agreement or any holder of Notes (as the case may be), such party or such holder (as the case may be), agrees to remit to such Loan Party, such excess.

Consent to Jurisdiction; Waiver of Trial by Jury. (a) Each of the Parties parties hereto hereby irrevocably consents and unconditionally submits, for itself and its property, to the exclusive jurisdiction and venue of the any Delaware Chancery Court (orstate court, if the Delaware Chancery Court shall be unavailable, any other or Federal court in the State of Delaware or, in the case of claims to which the federal courts have exclusive subject matter jurisdiction, any federal courts of the United States of America America, sitting in the State of Delaware) , and any appellate court from any thereof, in connection with any matter based upon action or proceeding arising out of or relating to this Agreement or the agreements delivered in connection herewith or the transactions contemplated herebyhereby or thereby or for recognition or enforcement of any judgment relating thereto, agrees that process may be served upon them in any manner authorized by the laws and each of the State of Delaware for such persons parties hereby irrevocably and waives and covenants not to assert or plead any objection which they might otherwise have to such jurisdiction, venue and manner of service of process. Each Party hereto hereby unconditionally (a) agrees not to commence any legal proceedings relating such action or proceeding except in such courts, (b) agrees that any claim in respect of any such action or proceeding may be heard and determined in such Delaware state court or, to the extent permitted by Law, in such Federal court, (c) waives, to the fullest extent it may legally and effectively do so, any objection which it may now or arising out hereafter have to the laying of this Agreement venue of any such action or the transactions contemplated hereby proceeding in any jurisdiction such Delaware state or courts other than as provided hereinFederal court, and (d) waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such Delaware state or Federal court. Each of the Parties parties hereto (i) certifies agrees that no representative, agent a final judgment in any such action or attorney proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 9.2. Nothing in this Agreement shall affect the right of any other Party has represented, expressly or otherwise, that such other Party would not, in the event of litigation, seek party to enforce that foregoing waiver and (ii) acknowledges that it and the other Party hereto have been induced to enter into this Agreement and the transactions contemplated herebyto serve process in any other manner permitted by Law. (b) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, as applicable, by, among other things, the mutual waivers and certifications in this Section. EACH OF THE PARTIES HERETO AND THEREFORE IT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY AND ALL RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION BASED UPON, LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATED RELATING TO THIS AGREEMENT AND ANY OF THE AGREEMENTS DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONSTRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE EITHER OF SUCH WAIVERS, (B) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVERS, (C) IT MAKES SUCH WAIVERS VOLUNTARILY, AND (D) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 9.11(b).

Consent to Jurisdiction; Waiver of Trial by Jury. Each of the Parties hereto irrevocably consents (a) Any legal action or proceeding with respect to the exclusive jurisdiction and venue of the Delaware Chancery Court (or, if the Delaware Chancery Court shall be unavailable, this Agreement or any other court Collateral Document may be brought in the courts of the State of Delaware or, New York located in the case City of claims to which the federal courts have exclusive subject matter jurisdiction, any federal courts New York or of the United States of America sitting for the Southern District of New York, and, by execution and delivery of this Agreement, each party hereto hereby accepts for itself and in respect of its property, generally and unconditionally, the jurisdiction of the aforesaid courts. The parties hereto hereby irrevocably waive, to the fullest extent permitted by law, any objection, including any objection to the laying of venue or based on the grounds of forum non conveniens, that any of them may now or hereafter have to the bringing of any such action or proceeding in such respective jurisdictions. (b) Each party hereto hereby irrevocably consents, to the fullest extent permitted by law, to the service of any and all legal process, summons, notices and documents in any suit, action or proceeding brought in the State United States of Delaware) America arising out of or in connection with any matter based upon or arising out of this Agreement by the mailing (by registered or certified mail, postage prepaid) or delivering of a copy of such process to such party at its address specified in Section 8.7 (Notices). Each party hereto agrees, to the transactions contemplated herebyfullest extent permitted by law, agrees that process a final judgment in any such action or proceeding shall be conclusive and may be served upon them enforced in other jurisdictions by suit on the judgment or in any other manner authorized provided by law. (c) Nothing contained in this Section 8.6 shall affect the laws right of the State of Delaware for such persons and waives and covenants not any Agent or any Secured Party to assert serve process in any other manner permitted by law or plead any objection which they might otherwise have to such jurisdiction, venue and manner of service of process. Each Party hereto hereby agrees not to commence any legal proceedings relating to or arising out of this Agreement otherwise proceed against the Company or the transactions contemplated hereby any other Credit Party in any jurisdiction or courts other than as provided herein. Each of the Parties hereto jurisdiction. (id) certifies that no representative, agent or attorney of any other Party has represented, expressly or otherwise, that such other Party would not, in the event of litigation, seek to enforce that foregoing waiver and (ii) acknowledges that it and the other Party hereto have been induced to enter into this Agreement and the transactions contemplated hereby, as applicable, by, among other things, the mutual waivers and certifications in this Section. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION BASED UPON, ARISING OUT OF OR RELATED PROCEEDING WITH RESPECT TO THIS AGREEMENT OR THE TRANSACTIONSAGREEMENT.

Consent to Jurisdiction; Waiver of Trial by Jury. Each of the Parties hereto irrevocably consents (a) Any legal action or proceeding with respect to the exclusive jurisdiction and venue of the Delaware Chancery Court (or, if the Delaware Chancery Court shall be unavailable, this Agreement or any other court Collateral Document may be brought in the courts of the State of Delaware or, New York located in the case City of claims to which the federal courts have exclusive subject matter jurisdiction, any federal courts New York or of the United States of America sitting for the Southern District of New York, and, by execution and delivery of this Agreement, each party hereto hereby accepts for itself and in respect of its property, generally and unconditionally, the jurisdiction of the aforesaid courts. The parties hereto hereby irrevocably waive, to the fullest extent permitted by law, any objection, including any objection to the laying of venue or based on the grounds of forum non conveniens, that any of them may now or hereafter have to the bringing of any such action or proceeding in such respective jurisdictions. (b) Each party hereto hereby irrevocably consents, to the fullest extent permitted by law, to the service of any and all legal process, summons, notices and documents in any suit, action or proceeding brought in the State United States of Delaware) America arising out of or in connection with any matter based upon or arising out of this Agreement or any other Loan Document by the transactions contemplated herebymailing (by registered or certified mail, agrees postage prepaid) or delivering of a copy of such process to such party at its address specified in Section 11.5. Each party hereto agrees, to the fullest extent permitted by law, that process a final judgment in any such action or proceeding shall be conclusive and may be served upon them enforced in other jurisdictions by suit on the judgment or in any other manner authorized provided by law. (c) Nothing contained in this Section 11.4 shall affect the laws right of the State of Delaware for such persons and waives and covenants not any Agent or any Secured Party to assert serve process in any other manner permitted by law or plead any objection which they might otherwise have to such jurisdiction, venue and manner of service of process. Each Party hereto hereby agrees not to commence any legal proceedings relating to or arising out of this Agreement otherwise proceed against the Company or the transactions contemplated hereby any other Loan Party in any jurisdiction or courts other than as provided herein. Each of the Parties hereto jurisdiction. (id) certifies that no representative, agent or attorney of any other Party has represented, expressly or otherwise, that such other Party would not, in the event of litigation, seek to enforce that foregoing waiver and (ii) acknowledges that it and the other Party hereto have been induced to enter into this Agreement and the transactions contemplated hereby, as applicable, by, among other things, the mutual waivers and certifications in this Section. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION BASED UPON, ARISING OUT OF OR RELATED PROCEEDING WITH RESPECT TO THIS AGREEMENT OR THE TRANSACTIONSANY OTHER LOAN DOCUMENT.

Consent to Jurisdiction; Waiver of Trial by Jury. Each (a) The Guarantor (i) hereby irrevocably submits to the nonexclusive jurisdiction of the Parties hereto irrevocably consents to the exclusive jurisdiction and venue Supreme Court of the Delaware Chancery Court (or, if the Delaware Chancery Court shall be unavailable, any other court in the State of Delaware orNew York, in New York County (without prejudice to the case right of claims any party to which remove to the federal courts have exclusive subject matter jurisdiction, any federal courts United States District Court for the Southern District of New York) and to the nonexclusive jurisdiction of the United States District Court for the Southern District of America sitting in New York for the State purposes of Delaware) in connection with any matter based upon suit, action or other proceeding arising out of this Agreement Guaranty, or the transactions contemplated hereby, agrees that process may be served upon them in subject matter hereof or any manner authorized by the laws of the State of Delaware for such persons and waives and covenants not to assert or plead any objection which they might otherwise have to such jurisdiction, venue and manner of service of process. Each Party hereto hereby agrees not to commence any legal proceedings relating to or arising out of this Agreement or the transactions contemplated hereby in brought by any jurisdiction or courts other than as provided herein. Each of the Guaranteed Parties hereto or their successors or assigns; (iii) certifies hereby irrevocably agrees that no representativeall claims in respect of such action or proceeding may be heard and determined in such New York State court, agent or attorney in such federal court; and (iii) to the extent permitted by Applicable Law, hereby irrevocably waives, and agrees not to assert, by way of any other Party has representedmotion, expressly as a defense, or otherwise, that in any such other Party would notsuit, in the event of litigation, seek to enforce that foregoing waiver and (ii) acknowledges action or proceeding any claim that it and is not personally subject to the other Party hereto have been induced to enter into jurisdiction of the above-named courts, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement and Guaranty, or the transactions contemplated herebysubject matter hereof may not be enforced in or by such court. (b) TO THE EXTENT PERMITTED BY APPLICABLE LAW, as applicable, by, among other things, the mutual waivers and certifications in this Section. EACH OF THE PARTIES HERETO GUARANTOR HEREBY IRREVOCABLY WAIVES ANY AND ALL THE RIGHT TO DEMAND A TRIAL BY JURY JURY, IN ANY SUCH SUIT, ACTION BASED UPON, OR OTHER PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT GUARANTY, OR THE TRANSACTIONSSUBJECT MATTER HEREOF OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY BROUGHT BY ANY OF THE GUARANTEED PARTIES OR THEIR SUCCESSORS OR ASSIGNS.

Consent to Jurisdiction; Waiver of Trial by Jury. (a) Each Partner and the Partnership irrevocably and unconditionally submits, for itself and its property, to the non-exclusive jurisdiction of the Parties hereto irrevocably consents to the exclusive jurisdiction and venue Court of the Delaware Chancery Court (or, if the Delaware Chancery Court shall be unavailable, any other court in the State of Delaware or, in the case of claims to which the federal courts have exclusive subject matter jurisdiction, any federal courts of the United States of America sitting in the State of Delaware) , and any appellate court from thereof, in connection with any matter based upon action or proceeding arising out of or relating to this Agreement or the agreements delivered in connection herewith or the transactions contemplated herebyhereby or thereby or for recognition or enforcement of any judgment relating thereto, agrees that process may be served upon them in any manner authorized by the laws and each of the State of Delaware for such persons parties hereby irrevocably and waives and covenants not to assert or plead any objection which they might otherwise have to such jurisdiction, venue and manner of service of process. Each Party hereto hereby unconditionally (i) agrees not to commence any legal proceedings relating to such action or arising out of this Agreement or the transactions contemplated hereby proceeding except in any jurisdiction or courts other than as provided herein. Each of the Parties hereto (i) certifies that no representativesuch courts, agent or attorney of any other Party has represented, expressly or otherwise, that such other Party would not, in the event of litigation, seek to enforce that foregoing waiver and (ii) acknowledges agrees that any claim in respect of any such action or proceeding may be heard and determined in the Court of Chancery of the State of Delaware, (iii) waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any such action or proceeding in the Court of Chancery of the State of Delaware, and (iv) waives, to the fullest extent permitted by applicable law, the defense of an inconvenient forum to the maintenance of such action or proceeding in the Court of Chancery of the State of Delaware. Each Partner and the Partnership agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other Party hereto have been induced jurisdictions by suit on the judgment or in any other manner provided by law. Each Partner and the Partnership irrevocably consents to enter into service of process in the manner provided for notices in Section 15.7. Nothing in this Agreement and will affect the transactions contemplated herebyright of any Partner or the Partnership to serve process in any other manner permitted by applicable law. (b) EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, as applicable, by, among other things, the mutual waivers and certifications in this Section. EACH OF THE PARTIES HERETO AND THEREFORE IT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY AND ALL RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION BASED UPON, LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATED RELATING TO THIS AGREEMENT AND ANY OF THE AGREEMENTS DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONSTRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

Consent to Jurisdiction; Waiver of Trial by Jury. (a) Each of the Parties parties hereto hereby irrevocably consents and unconditionally submits, for itself and its property, to the exclusive jurisdiction and venue of the any Delaware Chancery Court (orstate court, if the Delaware Chancery Court shall be unavailable, any other or Federal court in the State of Delaware or, in the case of claims to which the federal courts have exclusive subject matter jurisdiction, any federal courts of the United States of America America, sitting in the State of Delaware) , and any appellate court from any thereof, in connection with any matter based upon action or proceeding arising out of or relating to this Agreement or the agreements delivered in connection herewith or the transactions contemplated herebyhereby or thereby or for recognition or enforcement of any judgment relating thereto, agrees that process may be served upon them in any manner authorized by the laws and each of the State of Delaware for such persons parties hereby irrevocably and waives and covenants not to assert or plead any objection which they might otherwise have to such jurisdiction, venue and manner of service of process. Each Party hereto hereby unconditionally (a) agrees not to commence any legal proceedings relating such action or proceeding except in such courts, (b) agrees that any claim in respect of any such action or proceeding may be heard and determined in such Delaware state court or, to the extent permitted by Law, in such Federal court, (c) waives, to the fullest extent it may legally and effectively do so, any objection which it may now or arising out hereafter have to the laying of this Agreement venue of any such action or the transactions contemplated hereby proceeding in any jurisdiction such Delaware state or courts other than as provided hereinFederal court, and (d) waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such Delaware state or Federal court. Each of the Parties parties hereto (i) certifies agrees that no representative, agent a final judgment in any such action or attorney proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 9.2. Nothing in this Agreement shall affect the right of any other Party has represented, expressly or otherwise, that such other Party would not, in the event of litigation, seek party to enforce that foregoing waiver and (ii) acknowledges that it and the other Party hereto have been induced to enter into this Agreement and the transactions contemplated herebyto serve process in any other manner permitted by Law. (b) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, as applicable, by, among other things, the mutual waivers and certifications in this Section. EACH OF THE PARTIES HERETO AND THEREFORE IT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY AND ALL RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION BASED UPON, LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATED RELATING TO THIS AGREEMENT AND ANY OF THE AGREEMENTS DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONSTRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE EITHER OF SUCH WAIVERS, (B) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVERS, (C) IT MAKES SUCH WAIVERS VOLUNTARILY, AND (D) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 9.11(b). ***** 35

Consent to Jurisdiction; Waiver of Trial by Jury. Each of the Parties hereto irrevocably consents (a) Any legal action or proceeding with respect to the exclusive jurisdiction and venue of the Delaware Chancery Court (or, if the Delaware Chancery Court shall be unavailable, this Agreement or any other court Collateral Document may be brought in the courts of the State of Delaware or, New York located in the case City of claims to which the federal courts have exclusive subject matter jurisdiction, any federal courts New York or of the United States of America sitting for the Southern District of New York, and, by execution and delivery of this Agreement, each party hereto hereby accepts for itself and in respect of its property, generally and unconditionally, the jurisdiction of the aforesaid courts. The parties hereto hereby irrevocably waive any objection, including any objection to the laying of venue or based on the grounds of forum non conveniens, that any of them may now or hereafter have to the bringing of any such action or proceeding in such respective jurisdictions. (b) Each party hereto hereby irrevocably consents to the service of any and all legal process, summons, notices and documents in any suit, action or proceeding brought in the State United States of Delaware) America arising out of or in connection with any matter based upon or arising out of this Agreement or any other Financing Document by the transactions contemplated herebymailing (by registered or certified mail, postage prepaid) or delivering of a copy of such process to such party at its address specified in Section 12.5 (Notices). Each party hereto agrees that process a final judgment in any such action or proceeding shall be conclusive and may be served upon them enforced in other jurisdictions by suit on the judgment or in any other manner authorized provided by law. (c) Nothing contained in this Section 12.4 shall affect the laws right of the State of Delaware for such persons and waives and covenants not any Agent or any Secured Party to assert serve process in any other manner permitted by law or plead any objection which they might otherwise have to such jurisdiction, venue and manner of service of process. Each Party hereto hereby agrees not to commence any legal proceedings relating to or arising out of this Agreement otherwise proceed against the Company or the transactions contemplated hereby any other Loan Party in any jurisdiction or courts other than as provided herein. Each of the Parties hereto jurisdiction. (id) certifies that no representative, agent or attorney of any other Party has represented, expressly or otherwise, that such other Party would not, in the event of litigation, seek to enforce that foregoing waiver and (ii) acknowledges that it and the other Party hereto have been induced to enter into this Agreement and the transactions contemplated hereby, as applicable, by, among other things, the mutual waivers and certifications in this Section. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION BASED UPON, ARISING OUT OF OR RELATED PROCEEDING WITH RESPECT TO THIS AGREEMENT OR THE TRANSACTIONSANY OTHER FINANCING DOCUMENT. (e) The obligations of each Loan Party in respect of any Secured Obligation (as defined in the Pledge and Security Agreement) due to any party hereto in Dollars (including, without limitation, by virtue of any conversion of a Local Loan or Acceptance from a Denomination Currency into Dollars pursuant to the provisions of Section 6.4 of the Existing Credit Agreement) or any holder of any bond which is denominated in Dollars, shall, notwithstanding any judgment in a currency (the “judgment currency”) other than Dollars, be discharged only to the extent that on the Business Day following receipt by such party or such holder (as the case may be) of any sum adjudged to be so due in the judgment currency such party or such holder (as the case may be) may in accordance with normal banking procedures purchase Dollars with the judgment currency; if the amount of Dollars so purchased is less than the sum originally due to such party or such holder (as the case may be) in Dollars, such Loan Party agrees, as a separate obligation and notwithstanding any such judgment, to indemnify such party or such holder (as the case may be) against such loss, and if the amount of Dollars so purchased exceeds the sum originally due to any party to this Agreement or any holder of Notes (as the case may be), such party or such holder (as the case may be), agrees to remit to such Loan Party, such excess.

Consent to Jurisdiction; Waiver of Trial by Jury. (a) Each of the Parties hereto (i) hereby irrevocably consents submits to the exclusive jurisdiction and venue of the Delaware Chancery Court (or, if the Delaware Chancery Court shall be unavailable, any other court in the State of Delaware or, in the case of claims to which the federal courts have exclusive subject matter jurisdiction, any federal courts of the United States District Court for the Eastern District of America sitting in Tennessee for the State purposes of Delaware) in connection with any matter based upon suit, action, or other proceeding arising out of this Agreement Lease, the Assignment and Assumption Agreement, or the transactions contemplated herebyJoint Ownership Agreement that is brought by either of the Parties or their successors or assigns, (ii) hereby irrevocably agrees that process may be served upon them in any manner authorized by the laws of the State of Delaware for such persons and waives and covenants not to assert or plead any objection which they might otherwise have all claims with respect to such jurisdictionsuit, venue action, or other proceeding shall be heard and manner of service of process. Each Party hereto determined in the above-named court, and (iii) to the extent permitted by applicable Law, hereby irrevocably waives, and agrees not to commence assert, by way of motion, as a defense, or otherwise in any legal proceedings relating such suit, action, or other proceeding, any claim that: (A) it is not personally subject to the jurisdiction of the above-named court; (B) that the suit, action, or arising out other proceeding is brought in an inconvenient forum; (C) that the venue of the suit, action, or other proceeding is improper; or (D) that this Agreement Lease, the Assignment and Assumption Agreement, or the transactions contemplated hereby Joint Ownership Agreement, may not be enforced in any jurisdiction or courts other than as provided herein. Each of by the Parties hereto above-named court. (ib) certifies that no representativeTO THE EXTENT PERMITTED BY APPLICABLE LAW, agent or attorney of any other Party has represented, expressly or otherwise, that such other Party would not, in the event of litigation, seek to enforce that foregoing waiver and (ii) acknowledges that it and the other Party hereto have been induced to enter into this Agreement and the transactions contemplated hereby, as applicable, by, among other things, the mutual waivers and certifications in this Section. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL THE RIGHT TO DEMAND A TRIAL BY JURY IN ANY ACTION BASED UPONSUCH SUIT, ACTION, OR OTHER PROCEEDING ARISING OUT OF OR RELATED TO THIS LEASE, THE ASSIGNMENT AND ASSUMPTION AGREEMENT OR THE TRANSACTIONSSUBJECT MATTER HEREOF OR THEREOF OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY BROUGHT BY ANY OF THE PARTIES OR THEIR SUCCESSORS OR ASSIGNS.

Consent to Jurisdiction; Waiver of Trial by Jury. (a) Each of the Parties parties hereto hereby irrevocably consents and unconditionally submits, for itself and its property, to the exclusive nonexclusive jurisdiction and venue of the Delaware Chancery Court (orany South Carolina state court, if the Delaware Chancery Court shall be unavailable, any other or Federal court in the State of Delaware or, in the case of claims to which the federal courts have exclusive subject matter jurisdiction, any federal courts of the United States of America America, sitting in the State of Delaware) South Carolina, and any appellate court from any thereof, in connection with any matter based upon action or proceeding arising out of or relating to this Agreement or the agreements delivered in connection herewith or the transactions contemplated herebyhereby or thereby or for recognition or enforcement of any judgment relating thereto, agrees that process may be served upon them in any manner authorized by the laws and each of the State of Delaware for such persons parties hereby irrevocably and waives and covenants not to assert or plead any objection which they might otherwise have to such jurisdiction, venue and manner of service of process. Each Party hereto hereby unconditionally (a) agrees not to commence any legal proceedings relating such action or proceeding except in such courts, (b) agrees that any claim in respect of any such action or proceeding may be heard and determined in such South Carolina state court or, to the extent permitted by Law, in such Federal court, (c) waives, to the fullest extent it may legally and effectively do so, any objection which it may now or arising out hereafter have to the laying of this Agreement venue of any such action or the transactions contemplated hereby proceeding in any jurisdiction such South Carolina state or courts other than as provided hereinFederal court, and (d) waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such South Carolina state or Federal court. Each of the Parties parties hereto (i) certifies agrees that no representative, agent a final judgment in any such action or attorney of proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other Party has representedmanner provided by Law. (b) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, expressly or otherwise, that such other Party would not, in the event of litigation, seek to enforce that foregoing waiver and (ii) acknowledges that it and the other Party hereto have been induced to enter into this Agreement and the transactions contemplated hereby, as applicable, by, among other things, the mutual waivers and certifications in this Section. EACH OF THE PARTIES HERETO AND THEREFORE IT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY AND ALL RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION BASED UPON, LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATED RELATING TO THIS AGREEMENT AND ANY OF THE AGREEMENTS DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONSTRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE EITHER OF SUCH WAIVERS, (B) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVERS, (C) IT MAKES SUCH WAIVERS VOLUNTARILY, AND (D) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 8.11(b).

Consent to Jurisdiction; Waiver of Trial by Jury. Each (a) The ------------------------------------------------ Guarantor (i) hereby irrevocably submits to the nonexclusive jurisdiction of the Parties hereto irrevocably consents to the exclusive jurisdiction and venue Supreme Court of the Delaware Chancery Court (or, if the Delaware Chancery Court shall be unavailable, any other court in the State of Delaware orNew York, in New York County (without prejudice to the case right of claims any party to which remove to the federal courts have exclusive subject matter jurisdiction, any federal courts United States District Court for the Southern District of New York) and to the nonexclusive jurisdiction of the United States District Court for the Southern District of America sitting in New York for the State purposes of Delaware) in connection with any matter based upon suit, action or other proceeding arising out of this Agreement Guaranty, or the transactions contemplated hereby, agrees that process may be served upon them in subject matter hereof or any manner authorized by the laws of the State of Delaware for such persons and waives and covenants not to assert or plead any objection which they might otherwise have to such jurisdiction, venue and manner of service of process. Each Party hereto hereby agrees not to commence any legal proceedings relating to or arising out of this Agreement or the transactions contemplated hereby in brought by any jurisdiction or courts other than as provided herein. Each of the Guaranteed Parties hereto or their successors or assigns; (iii) certifies hereby irrevocably agrees that no representativeall claims in respect of such action or proceeding may be heard and determined in such New York State court, agent or attorney in such federal court; and (iii) to the extent permitted by Applicable Law, hereby irrevocably waives, and agrees not to assert, by way of any other Party has representedmotion, expressly as a defense, or otherwise, that in any such other Party would notsuit, in the event of litigation, seek to enforce that foregoing waiver and (ii) acknowledges action or proceeding any claim that it and is not personally subject to the other Party hereto have been induced to enter into jurisdiction of the above-named courts, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement and Guaranty, or the transactions contemplated herebysubject matter hereof may not be enforced in or by such court. (b) TO THE EXTENT PERMITTED BY APPLICABLE LAW, as applicable, by, among other things, the mutual waivers and certifications in this Section. EACH OF THE PARTIES HERETO GUARANTOR HEREBY IRREVOCABLY WAIVES ANY AND ALL THE RIGHT TO DEMAND A TRIAL BY JURY JURY, IN ANY SUCH SUIT, ACTION BASED UPON, OR OTHER PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT GUARANTY, OR THE TRANSACTIONSSUBJECT MATTER HEREOF OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY BROUGHT BY ANY OF THE GUARANTEED PARTIES OR THEIR SUCCESSORS OR ASSIGNS.

Consent to Jurisdiction; Waiver of Trial by Jury. Each of the Parties hereto irrevocably consents (a) Any legal action or proceeding with respect to the exclusive jurisdiction and venue of the Delaware Chancery Court (or, if the Delaware Chancery Court shall be unavailable, this Agreement or any other court Collateral Document may be brought in the courts of the State of Delaware or, New York located in the case City of claims to which the federal courts have exclusive subject matter jurisdiction, any federal courts New York or of the United States of America sitting for the Southern District of New York, and, by execution and delivery of this Agreement, each party hereto hereby accepts for itself and in respect of its property, generally and unconditionally, the jurisdiction of the aforesaid courts. The parties hereto hereby irrevocably waive any objection, including any objection to the laying of venue or based on the grounds of forum non conveniens, that any of them may now or hereafter have to the bringing of any such action or proceeding in such respective jurisdictions. (b) Each party hereto hereby irrevocably consents to the service of any and all legal process, summons, notices and documents in any suit, action or proceeding brought in the State United States of Delaware) America arising out of or in connection with any matter based upon or arising out of this Agreement or any other Loan Document by the transactions contemplated herebymailing (by registered or certified mail, postage prepaid) or delivering of a copy of such process to such party at its address specified in Section 12.5 (Notices). Each party hereto agrees that process a final judgment in any such action or proceeding shall be conclusive and may be served upon them enforced in other jurisdictions by suit on the judgment or in any other manner authorized provided by law. (c) Nothing contained in this Section 12.4 shall affect the laws right of the State of Delaware for such persons and waives and covenants not any Agent or any Secured Party to assert serve process in any other manner permitted by law or plead any objection which they might otherwise have to such jurisdiction, venue and manner of service of process. Each Party hereto hereby agrees not to commence any legal proceedings relating to or arising out of this Agreement otherwise proceed against the Company or the transactions contemplated hereby any other Loan Party in any jurisdiction or courts other than as provided herein. Each of the Parties hereto jurisdiction. (id) certifies that no representative, agent or attorney of any other Party has represented, expressly or otherwise, that such other Party would not, in the event of litigation, seek to enforce that foregoing waiver and (ii) acknowledges that it and the other Party hereto have been induced to enter into this Agreement and the transactions contemplated hereby, as applicable, by, among other things, the mutual waivers and certifications in this Section. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION BASED UPON, ARISING OUT OF OR RELATED PROCEEDING WITH RESPECT TO THIS AGREEMENT OR THE TRANSACTIONSANY OTHER LOAN DOCUMENT. (e) The obligations of each Grantor in respect of any Obligation due to any party hereto in Dollars (including, without limitation, by virtue of any conversion of a Local Loan or Acceptance from a Denomination Currency into Dollars pursuant to the provisions of Section 6.4) or any holder of any bond which is denominated in Dollars, shall, notwithstanding any judgment in a currency (the "judgment currency") other than Dollars, be discharged only to the extent that on the Business Day following receipt by such party or such holder (as the case may be) of any sum adjudged to be so due in the judgment currency such party or such holder (as the case may be) may in accordance with normal banking procedures purchase Dollars with the judgment currency; if the amount of Dollars so purchased is less than the sum originally due to such party or such holder (as the case may be) in Dollars, such Grantor agrees, as a separate obligation and notwithstanding any such judgment, to indemnify such party or such holder (as the case may be) against such loss, and if the amount of Dollars so purchased exceeds the sum originally due to any party to this Agreement or any holder of Notes (as the case may be), such party or such holder (as the case may be), agrees to remit to such Grantor, such excess.

Consent to Jurisdiction; Waiver of Trial by Jury. (a) Each of Member and the Parties hereto Company irrevocably consents and unconditionally submits, for itself and its property, to the exclusive jurisdiction and venue of the Delaware Chancery Court (or, if the Delaware Chancery Court shall be unavailable, any other court in the State of Delaware or, in the case of claims to which the federal courts have exclusive subject matter jurisdiction, any federal courts of the United States of America sitting in the State of Delaware) in connection with any matter based upon or arising out of this Agreement or the transactions contemplated hereby, agrees that process may be served upon them in any manner authorized by the laws of the State of Delaware for such persons and waives and covenants not to assert New York sitting in New York City in the borough of Manhattan or, if it has or plead any objection which they might otherwise have to such can acquire jurisdiction, venue and manner in the United States District Court for the Southern District of service of process. Each Party hereto hereby agrees not to commence New York located therein, in any legal proceedings relating to action or proceeding arising out of or relating to this Agreement Agreement, the Transaction Documents or the transactions contemplated hereby in or thereby or for recognition or enforcement of any jurisdiction or courts other than as provided hereinjudgment relating thereto. Each of the Parties hereto Members hereby irrevocably and unconditionally agrees: (i) certifies that no representative, agent not to commence any such action or attorney of any other Party has represented, expressly or otherwise, that proceeding except in such other Party would not, in the event of litigation, seek to enforce that foregoing waiver courts; and (ii) acknowledges that any claim in respect of any such action or proceeding may be heard and determined in the courts of the State of New York sitting in New York City in the borough of Manhattan or, if it has or can acquire jurisdiction, in the United States District Court for the Southern District of New York located therein. Each of the Members also agrees to waive to the fullest extent it may legally and effectively do so: (i) any objection which it may now or hereafter have to the laying of venue of any such action or proceeding in the courts of the State of New York sitting in New York City in the borough of Manhattan or, if it has or can acquire jurisdiction, in the United States District Court for the Southern District of New York located therein; and (ii) the defense of an inconvenient forum to the maintenance of such action or proceeding in such courts. Each Member and the Company agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other Party hereto have been induced jurisdictions by suit on the judgment or in any other manner provided by law. Each Member and the Company irrevocably consents to enter into service of process in the manner provided for notices in Section 12.1. Nothing in this Agreement and will affect the transactions contemplated herebyright of any Member or the Company to serve process in any other manner permitted by applicable law. (b) EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, as applicable, by, among other things, the mutual waivers and certifications in this Section. EACH OF THE PARTIES HERETO AND THEREFORE IT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY AND ALL RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION BASED UPON, LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATED RELATING TO THIS AGREEMENT AND ANY OF THE AGREEMENTS DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONSTRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

Consent to Jurisdiction; Waiver of Trial by Jury. (a) Each of the Parties hereto Party (i) hereby irrevocably consents submits to the exclusive jurisdiction and venue of the Delaware Chancery Court (or, if the Delaware Chancery Court shall be unavailable, any other court in the State of Delaware or, in the case of claims to which the federal courts have exclusive subject matter jurisdiction, any federal courts of the United States District Court for the Eastern District of America sitting in Tennessee for the State purpose of Delaware) in connection with any matter based upon or Action arising out of this Agreement or any Ancillary Agreement that is brought by either of the transactions contemplated herebyParties or their successors or assigns, (ii) hereby irrevocably agrees that process may be served upon them in any manner authorized by the laws of the State of Delaware for such persons and waives and covenants not to assert or plead any objection which they might otherwise have all claims with respect to such jurisdictionAction shall be heard and determined in the above-named court, venue and manner of service of process. Each Party hereto (iii) to the extent permitted by applicable Law, hereby irrevocably waives, and agrees not to commence assert, by the way of motion, as a defense, or otherwise in any legal proceedings relating such Action, any claim that: (A) it is not personally subject to the jurisdiction of the above-named court; (B) that the Action is brought in an inconvenient forum; (C) that the venue of the Action is improper; or arising out of (D) that this Agreement or any Ancillary Agreement may not be enforced in or by the transactions contemplated hereby in any jurisdiction or courts other than as provided herein. Each of the Parties hereto above-named court. (ib) certifies that no representativeTO THE EXTENT PERMITTED BY APPLICABLE LAW, agent or attorney of any other Party has represented, expressly or otherwise, that such other Party would not, in the event of litigation, seek to enforce that foregoing waiver and (ii) acknowledges that it and the other Party hereto have been induced to enter into this Agreement and the transactions contemplated hereby, as applicable, by, among other things, the mutual waivers and certifications in this Section. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL THE RIGHT TO DEMAND A TRIAL BY JURY IN ANY SUCH ACTION BASED UPON, ARISING OUT OF OR RELATED TO THIS LEASE, THE ASSIGNMENT AND ASSUMPTION AGREEMENT OR THE TRANSACTIONSSUBJECT MATTER HEREOF OR THEREOF OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY BROUGHT BY ANY OF THE PARTIES OR THEIR SUCCESSORS OR ASSIGNS.

Consent to Jurisdiction; Waiver of Trial by Jury. Each of the Parties hereto irrevocably consents to the exclusive jurisdiction and venue of the Delaware Chancery Court (or, if the Delaware Chancery Court shall be unavailable, any other court in the State of Delaware or, in the case of claims to which the federal courts have exclusive subject matter jurisdiction, any federal courts of the United States of America sitting in the State of Delaware) in connection with any matter based upon or arising out of this Agreement or the transactions contemplated hereby, agrees that process may be served upon them in any manner authorized by the laws of the State of Delaware for such persons Persons and waives and covenants not to assert or plead any objection which they might otherwise have to such jurisdiction, venue and manner of service of process. Each Party hereto hereby agrees not to commence any legal proceedings relating to or arising out of this Agreement or the transactions contemplated hereby in any jurisdiction or courts other than as provided herein. Each of the Parties hereto (i) certifies that no representative, agent or attorney of any other Party has represented, expressly or otherwise, that such other Party would not, in the event of litigation, seek to enforce that foregoing waiver and (ii) acknowledges that it and the other Party hereto have been induced to enter into this Agreement and the transactions contemplated hereby, as applicable, by, among other things, the mutual waivers and certifications in this Section. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION BASED UPON, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONSTRANSACTIONS CONTEMPLATED HEREBY.

Consent to Jurisdiction; Waiver of Trial by Jury. (a) Each of the Parties parties hereto hereby irrevocably consents and unconditionally submits, for itself and its property, to the exclusive jurisdiction and venue of the any Delaware Chancery Court (orState court, if the Delaware Chancery Court shall be unavailable, any other or Federal court in the State of Delaware or, in the case of claims to which the federal courts have exclusive subject matter jurisdiction, any federal courts of the United States of America America, sitting in the State of Delaware) , and any appellate court from any thereof, in connection with any matter based upon action or proceeding arising out of this Agreement or the transactions contemplated hereby, agrees that process may be served upon them in any manner authorized by the laws of the State of Delaware for such persons and waives and covenants not to assert or plead any objection which they might otherwise have to such jurisdiction, venue and manner of service of process. Each Party hereto hereby agrees not to commence any legal proceedings relating to or arising out of this Agreement or the transactions contemplated hereby or for recognition or enforcement of any judgment relating thereto, and each of the parties hereby irrevocably and unconditionally (i) agrees not to commence any such action or proceeding except in such courts, (ii) agrees that any claim in respect of any such action or proceeding may be heard and determined in such Delaware State court or, to the extent permitted by law, in such Federal court, (iii) waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any such action or proceeding in any jurisdiction such Delaware State or courts other than as provided hereinFederal court, and (iv) waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such Delaware State or Federal court. Each of the Parties parties hereto (i) certifies agrees that no representative, agent a final judgment in any such action or attorney proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 8.13. Nothing in this Agreement will affect the right of any other Party has represented, expressly or otherwise, that such other Party would not, in the event of litigation, seek party to enforce that foregoing waiver and (ii) acknowledges that it and the other Party hereto have been induced to enter into this Agreement and the transactions contemplated herebyto serve process in any other manner permitted by law. (b) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, as applicable, by, among other things, the mutual waivers and certifications in this Section. EACH OF THE PARTIES HERETO AND THEREFORE IT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY AND ALL RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION BASED UPON, LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATED RELATING TO THIS AGREEMENT OR THE TRANSACTIONSTRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE EITHER OF SUCH WAIVERS, (II) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVERS, (III) IT MAKES SUCH WAIVERS VOLUNTARILY, AND (IV) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 8.14(B).

Consent to Jurisdiction; Waiver of Trial by Jury. The parties hereto agree to submit any matter or dispute resulting from or arising out of the execution, performance, interpretation, breach or termination of this Agreement to the non-exclusive jurisdiction of federal or state courts within the State of New York. Each of the Parties hereto irrevocably consents to parties agrees that service of any process, summons, notice or document in the exclusive jurisdiction and venue of the Delaware Chancery Court (ormanner set forth in Section 6.5 hereof or in such other manner as may be permitted by applicable law, if the Delaware Chancery Court shall be unavailable, effective service of process for any other court proceeding in the State of Delaware or, in the case of claims New York with respect to any matters to which the federal courts have exclusive subject matter jurisdiction, any federal courts it has submitted to jurisdiction in this Section 6.14. 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 Delaware) in connection with New York for any matter based upon action, suit or proceeding arising out of this Agreement or the transactions contemplated hereby, agrees that process may be served upon them in any manner authorized by the laws of the State of Delaware for such persons hereunder and waives and covenants not to assert or plead any objection which they might otherwise have to such jurisdictionthe laying of venue in the United States District Court for the Southern District of New York, venue or the New York state courts if the federal jurisdictional standards are not satisfied, and manner of service of process. Each Party hereto hereby further irrevocably and unconditionally waives and agrees not to commence any legal proceedings relating to plead or arising out of this Agreement or the transactions contemplated hereby claim in any jurisdiction such court that any such action, suit or courts other than as provided hereinproceeding brought in any such court has been brought in an inconvenient forum. Each of the Parties hereto (i) certifies that no representativeTO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, agent or attorney of any other Party has represented, expressly or otherwise, that such other Party would not, in the event of litigation, seek to enforce that foregoing waiver and (ii) acknowledges that it and the other Party hereto have been induced to enter into this Agreement and the transactions contemplated hereby, as applicable, by, among other things, the mutual waivers and certifications in this Section. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT ITS RIGHTS TO A TRIAL BY JURY IN ANY ACTION BASED UPON, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONSJURY.

Consent to Jurisdiction; Waiver of Trial by Jury. Each of the Parties party hereto hereby irrevocably consents and agrees, for the benefit of each other party, that any legal action, suit or proceeding against it with respect to its obligations, liabilities or any other matter under or arising out of or in connection with this Agreement and with respect to the enforcement, modification, vacation or correction of an award rendered in an arbitration proceeding may be brought in any state or federal court located in the City of Wilmington, New Castle County, Delaware (a “Delaware Court”), and hereby irrevocably accepts and submits to the exclusive jurisdiction and venue of the each such Delaware Chancery Court (orwith respect to any such action, if the Delaware Chancery Court shall be unavailablesuit or proceeding. TO THE EXTENT PERMITTED BY APPLICABLE LAW, any other court in the State of Delaware or, in the case of claims to which the federal courts have exclusive subject matter jurisdiction, any federal courts of the United States of America sitting in the State of Delaware) in connection with any matter based upon or arising out of this Agreement or the transactions contemplated hereby, agrees that process may be served upon them in any manner authorized by the laws of the State of Delaware for such persons and waives and covenants not to assert or plead any objection which they might otherwise have to such jurisdiction, venue and manner of service of process. Each Party hereto hereby agrees not to commence any legal proceedings relating to or arising out of this Agreement or the transactions contemplated hereby in any jurisdiction or courts other than as provided herein. Each of the Parties hereto (i) certifies that no representative, agent or attorney of any other Party has represented, expressly or otherwise, that such other Party would not, in the event of litigation, seek to enforce that foregoing waiver and (ii) acknowledges that it and the other Party hereto have been induced to enter into this Agreement and the transactions contemplated hereby, as applicable, by, among other things, the mutual waivers and certifications in this Section. EACH OF THE PARTIES PARTY HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO OF TRIAL BY JURY IN ANY ACTION BASED UPONACTION, PROCEEDING OR COUNTERCLAIM, ARISING OUT OF OR RELATED TO IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONSANY MATTER ARISING HEREUNDER. Each party hereto waives any objection which it may now or hereafter have to the laying of venue of any of the aforesaid actions, suits or proceedings brought in any such Delaware Court and hereby further waives and agrees not to plead or claim in any such Delaware Court that any such action, suit or proceeding brought therein has been brought in an inconvenient forum. Each party agrees that (i) to the fullest extent permitted by law, service of process may be effectuated hereinafter by mailing a copy of the summons and complaint or other pleading by certified mail, return receipt requested, at its address set forth on the Schedule of Members and (ii) all notices that are required to be given hereunder may be given by the attorneys for the respective parties. IN WITNESS WHEREOF, the undersigned Member has caused this counterpart signature page to the Limited Liability Company Agreement of WOODSIDE HOMES COMPANY, LLC, dated as of , 2014, to be duly executed as of the date first above written. By: Name: Title: