Common use of Consent to Jurisdiction Clause in Contracts

Consent to Jurisdiction. Each of the parties hereto (a) irrevocably consents to the service of the summons and complaint and any other process in any action or proceeding relating to the transactions contemplated by this Agreement, for and on behalf of itself or any of its properties or assets, in accordance with Section 11.2 or in such other manner as may be permitted by applicable Law, and nothing in this Section 11.9 shall affect the right of any party to serve legal process in any other manner permitted by applicable Law; (b) irrevocably and unconditionally consents and submits itself and its properties and assets in any action or proceeding to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware) in the event any dispute or controversy arises out of this Agreement or the transactions contemplated hereby, or for recognition and enforcement of any judgment in respect thereof; (c) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (d) agrees that any actions or proceedings arising in connection with this Agreement or the transactions contemplated hereby shall be brought, tried and determined only in the Court of Chancery of the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware); (e) waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same; and (f) agrees that it will not bring any action relating to this Agreement or the transactions contemplated hereby in any court other than the aforesaid courts. Each of Parent, Acquisition Sub and the Company agrees that a final judgment in any action or proceeding in such courts as provided above shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable law.

Consent to Jurisdiction. Each of the parties hereto Parties (ai) irrevocably consents to the service of the summons and complaint and any other process (whether inside or outside the territorial jurisdiction of the Chosen Courts) in any action Legal Proceeding arising out of this Agreement or proceeding relating to the transactions contemplated by this Agreementhereby, for and on behalf of itself or any of its properties or assets, in accordance with Section 11.2 15 or in such other manner as may be permitted by applicable Law, and nothing in this Section 11.9 shall 16(b) will affect the right of any party Party to serve legal process in any other manner permitted by applicable Law; (bii) irrevocably and unconditionally consents and submits itself and its properties and assets in any action or proceeding Legal Proceeding to the exclusive general jurisdiction of the Court of Chancery of the State of Delaware and any state appellate court therefrom within the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware) (the “Chosen Courts”) in the event that any dispute or controversy arises out of this Agreement or the transactions contemplated hereby, or for recognition and enforcement of any judgment in respect thereof; (ciii) agrees that it will shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (div) agrees that any actions or proceedings Legal Proceeding arising in connection with this Agreement or the transactions contemplated hereby shall be brought, tried and determined only in the Court of Chancery of the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware)Chosen Courts; (ev) waives any objection that it may now or hereafter have to the venue of any such action or proceeding Legal Proceeding in any such court the Chosen Courts or that such action or proceeding Legal Proceeding was brought in an inconvenient court and agrees not to plead or claim the same; and (fvi) agrees that it will shall not bring any action Legal Proceeding relating to this Agreement or the transactions contemplated hereby in any court other than the aforesaid courtsChosen Courts. Each of Parent, Acquisition Sub and the Company Parties agrees that a final judgment in any action or proceeding Legal Proceeding in such courts as provided above shall the Chosen Courts will be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable lawLaw.

Consent to Jurisdiction. Each Guarantor and the Lender each irrevocably submits generally and unconditionally for itself and in respect of the parties hereto (a) irrevocably consents its property to the service nonexclusive jurisdiction of any state or federal court sitting in the summons and complaint and State of New York over any other process in any suit, action or proceeding arising out of, or relating to the transactions contemplated by to, this Agreement, for and on behalf of itself or any of its properties or assets, in accordance with Section 11.2 or in such other manner as may be permitted by applicable LawGuaranty, and nothing irrevocably agrees that all claims in this Section 11.9 shall affect the right respect of any party to serve legal process in any other manner permitted by applicable Law; (b) irrevocably and unconditionally consents and submits itself and its properties and assets in any such action or proceeding may be heard and determined in such state or federal court. Guarantor and the Lender each irrevocably waives, to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (orfullest extent permitted by law, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware) in the event any dispute or controversy arises out of this Agreement or the transactions contemplated hereby, or for recognition and enforcement of any judgment in respect thereof; (c) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (d) agrees that any actions or proceedings arising in connection with this Agreement or the transactions contemplated hereby shall be brought, tried and determined only in the Court of Chancery of the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware); (e) waives any objection that it they may now or hereafter have to the laying of venue of any such suit, action or proceeding brought in any such court, and any claims that any such suit, action or proceeding is brought in an inconvenient forum. Final judgment in any such suit, action or proceeding brought in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same; and (f) agrees that it will not bring any action relating to this Agreement or the transactions contemplated hereby in any court other than the aforesaid courts. Each of Parent, Acquisition Sub and the Company agrees that a final judgment in any action or proceeding in such courts as provided above shall be conclusive and binding upon each such party and may be enforced in other jurisdictions any court in which they are subject to jurisdiction, by a suit on upon such judgment provided that service of process is effected upon Guarantor as provided in the judgment Loan Documents or in any other manner provided as otherwise permitted by applicable lawLegal Requirements. Guarantor hereby releases, to the extent permitted by applicable Legal Requirements, all errors and all rights of exemption, appeal, stay of execution, inquisition, and other rights to which Guarantor may otherwise be entitled under the laws of the United States of America or of any state of possession of the United States of America now in force and which may hereinafter be enacted. The authority and power to appear for and enter judgment against Guarantor shall not be exhausted by one or more exercises thereof or by any imperfect exercise thereof and shall not be extinguished by any judgment entered pursuant thereto. Such authority may be exercised on one or more occasions or from time to time in the same or different jurisdiction as often as Lender shall deem necessary and desirable, for all of which this Guaranty shall be sufficient warrant.

Consent to Jurisdiction. Each of the parties agrees that all actions, suits or proceedings arising out of or based upon this Agreement or the subject matter hereof shall be brought and maintained exclusively in the federal and state courts of the State of New York. Each of the parties hereto by execution hereof (ai) hereby irrevocably consents submits to the service of the summons and complaint and any other process in any action or proceeding relating to the transactions contemplated by this Agreement, for and on behalf of itself or any of its properties or assets, in accordance with Section 11.2 or in such other manner as may be permitted by applicable Law, and nothing in this Section 11.9 shall affect the right of any party to serve legal process in any other manner permitted by applicable Law; (b) irrevocably and unconditionally consents and submits itself and its properties and assets in any action or proceeding to the exclusive jurisdiction of the Court of Chancery of federal and state courts in the State of Delaware (orNew York for the purpose of any action, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware) in the event any dispute suit or controversy arises proceeding arising out of or based upon this Agreement or the transactions contemplated herebysubject matter hereof and (ii) hereby waives to the extent not prohibited by applicable law, and agrees not to assert, by way of motion, as a defense or otherwise, in any such action, suit or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that it is immune from extraterritorial injunctive relief or other injunctive relief, that its property is exempt or immune from attachment or execution, that any such action, suit or proceeding may not be brought or maintained in one of the above-named courts, that any such action, suit or proceeding brought or maintained in one of the above-named courts should be dismissed on grounds of forum non conveniens, should be transferred to any court other than one of the above-named courts, should be stayed by virtue of the pendency of any other action, suit or proceeding in any court other than one of the above-named courts, or for recognition and enforcement of any judgment in respect thereof; (c) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (d) agrees that any actions or proceedings arising in connection with this Agreement or the transactions contemplated hereby shall subject matter hereof may not be brought, tried and determined only enforced in the Court of Chancery or by any of the State of Delaware (or, only if the Court of Chancery above-named courts. Each of the State parties hereto hereby consents to service of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware); (e) waives any objection that it may now or hereafter have to the venue of process in any such suit, action or proceeding in any such court manner permitted by the laws of the State of New York, agrees that service of process by registered or that such action certified mail, return receipt requested, at the address specified in or proceeding was brought in an inconvenient court pursuant to Section 12 is reasonably calculated to give actual notice and waives and agrees not to plead assert by way of motion, as a defense or otherwise, in any such action, suit or proceeding any claim that service of process made in accordance with Section 12 does not constitute good and sufficient service of process. The provisions of this Section 7(b) shall not restrict the same; and (f) agrees that it will not bring ability of any action relating party to this Agreement or the transactions contemplated hereby enforce in any court other than any judgment obtained in a federal or state court of the aforesaid courts. Each State of Parent, Acquisition Sub and the Company agrees that a final judgment in any action or proceeding in such courts as provided above shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable lawNew York.

Consent to Jurisdiction. Each It is the desire and intent of the parties hereto (a) irrevocably consents that any disputes or controversies arising under or in connection with this Agreement be resolved pursuant to the service of the summons and complaint and any other process in any action or proceeding relating to the transactions contemplated by this Agreement, for and on behalf of itself or any of its properties or assets, arbitration in accordance with Section 11.2 8(j); provided, however, that, to the extent that Section 8(j) is held to be invalid or unenforceable for any reason, and the result is that the parties hereto are precluded from resolving any claim arising under or in such other manner as may be permitted by applicable Lawconnection with this Agreement pursuant to the terms of Section 8(j) (after giving effect to the terms of Section 8(b)), and nothing in the following provisions of this Section 11.9 8(l) shall govern the resolution of all disputes or controversies arising under this Agreement. With respect to any suit, action or proceeding (“Proceeding”) arising out of or relating to this Agreement or any transaction contemplated hereby each of the parties hereto hereby irrevocably (i) submits to the exclusive jurisdiction of (A) the United States District Court for the Southern District of New York, or (B) in the event that such court lacks jurisdiction to hear the claim, the state courts of New York located in the borough of Manhattan, New York City (the “Selected Courts”) and waives any objection to venue being laid in the Selected Courts whether based on the grounds of forum non conveniens or otherwise and hereby agrees not to commence any such Proceeding other than before one of the Selected Courts; provided, however, that a party may commence any Proceeding in a court other than a Selected Court solely for the purpose of enforcing an order or judgment issued by one of the Selected Courts or the arbitrators; (ii) consents to service of process in any Proceeding by the mailing of copies thereof by registered or certified mail, postage prepaid, or by recognized international express carrier or delivery service, to their respective addresses referred to in Section 8(a) hereof; provided, however, that nothing herein shall affect the right of any party hereto to serve legal process in any other manner permitted by applicable Law; (b) irrevocably and unconditionally consents and submits itself and its properties and assets in any action or proceeding to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware) in the event any dispute or controversy arises out of this Agreement or the transactions contemplated hereby, or for recognition and enforcement of any judgment in respect thereof; (c) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (d) agrees that any actions or proceedings arising in connection with this Agreement or the transactions contemplated hereby shall be brought, tried and determined only in the Court of Chancery of the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware); (e) waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the samelaw; and (fiii) agrees that it will not bring any action relating to this Agreement or the transactions contemplated hereby in any court other than the aforesaid courts. Each of ParentTO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW THAT CANNOT BE WAIVED, Acquisition Sub and the Company agrees that a final judgment in any action or proceeding in such courts as provided above shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable lawWAIVES, AND COVENANTS THAT IT OR HE WILL NOT ASSERT (WHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE) ANY RIGHT TO TRIAL BY JURY IN ANY ACTION ARISING IN WHOLE OR IN PART UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE CONTEMPLATED TRANSACTIONS, WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AND AGREES THAT ANY OF THEM MAY FILE A COPY OF THIS PARAGRAPH WITH ANY COURT AS WRITTEN EVIDENCE OF THE KNOWING, VOLUNTARY AND BARGAINED-FOR AGREEMENT AMONG THE PARTIES IRREVOCABLY TO WAIVE ITS OR HIS RIGHT TO TRIAL BY JURY IN ANY PROCEEDING WHATSOEVER BETWEEN THEM RELATING TO THIS AGREEMENT OR ANY OF THE CONTEMPLATED TRANSACTIONS AND WILL INSTEAD BE TRIED IN A COURT OF COMPETENT JURISDICTION BY A JUDGE SITTING WITHOUT A JURY.

Consent to Jurisdiction. (a) Each of the parties hereto hereby irrevocably submits to the exclusive jurisdiction of the courts of the State of Maryland and to the jurisdiction of the United States District Court for the District of Maryland, for the purpose of any action, proceeding or counterclaim (whether based on contract, tort or otherwise) directly or indirectly arising out of or relating to this Agreement or the actions of the parties hereto in the negotiation, administration, performance and enforcement thereof, and each of the parties hereto hereby irrevocably agrees that all claims in respect to such action or proceeding may be heard and determined exclusively in any state or federal court located in the State of Maryland. (b) Each of the parties hereto (ai) irrevocably consents to the service of the summons and complaint and any other process in any other action or proceeding relating to the transactions contemplated by this Agreement, for and on behalf of itself or any its property, by personal delivery of its properties or assets, in accordance with Section 11.2 or in copies of such other manner as may be permitted by applicable Law, process to such party and nothing in this Section 11.9 shall affect the right of any party to serve legal process in any other manner permitted by applicable Law; , (bii) irrevocably and unconditionally consents and submits to submit itself and its properties and assets in any action or proceeding to the exclusive personal jurisdiction of the Court of Chancery of any United States federal court located in the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, Maryland or any federal Maryland state court within the State of Delaware) in the event any dispute or controversy arises out of this Agreement or the transactions contemplated herebyby this Agreement, or for recognition and enforcement of any judgment in respect thereof; (ciii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (d) agrees that any actions or proceedings arising in connection with this Agreement or the transactions contemplated hereby shall be brought, tried and determined only in the Court of Chancery of the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware); (e) waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same; and (fiv) agrees that it will not bring any action relating to this Agreement or the transactions contemplated hereby by this Agreement in any court other than any United States federal court located in the aforesaid courtsState of Maryland or any Maryland state court. Each of Parent, Acquisition Sub Parent and the Company Stockholder agrees that a final judgment in any action or proceeding in such courts as provided above shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable lawLaw.

Consent to Jurisdiction. Each of the parties hereto (a) The Borrower irrevocably consents submits to the service of the summons and complaint and any other process in any action or proceeding relating to the transactions contemplated by this Agreement, for and on behalf of itself or any of its properties or assets, in accordance with Section 11.2 or in such other manner as may be permitted by applicable Law, and nothing in this Section 11.9 shall affect the right of any party to serve legal process in any other manner permitted by applicable Law; (b) irrevocably and unconditionally consents and submits itself and its properties and assets in any action or proceeding to the non-exclusive jurisdiction of the Court of Chancery courts of the State of Delaware (orNew York, only if New York County and the Court of Chancery courts of the State of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware) US located in the event any dispute or controversy arises out Southern District of this Agreement or the transactions contemplated hereby, or for recognition New York and enforcement of any judgment in respect thereof; (c) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (d) agrees that any actions or proceedings arising in connection with this Agreement or the transactions contemplated hereby shall be broughtlegal action, tried and determined only in the Court of Chancery of the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware); (e) waives any objection that it may now or hereafter have to the venue of any such action suit or proceeding in any such court arising out of or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same; and (f) agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated hereby other Credit Documents may be brought against such party in any court other than the aforesaid such courts. Each of Parent, Acquisition Sub and Final judgment against the Company agrees that a final judgment Borrower in any action such action, suit or proceeding in such courts as provided above shall be conclusive and may be enforced in any other jurisdictions jurisdiction by suit on the judgment judgment, a certified or exemplified copy of which shall be conclusive evidence of the judgment, or in any other manner provided by law. Nothing in this Section 8.11 shall affect the right of the Administrative Agent or any Lender to commence legal proceedings or otherwise xxx the Borrower in any other appropriate jurisdiction, or concurrently in more than one jurisdiction, or to serve process, pleadings and other papers upon the Borrower in any manner authorized by the laws of any such jurisdiction. The Borrower agrees that process served either personally or by registered mail shall, to the extent permitted by law, constitute adequate service of process in any such suit. The Borrower irrevocably waives to the fullest extent permitted by applicable lawlaw (a) any objection which it may have now or in the future to the laying of the venue of any such action, suit or proceeding in any court referred to in the first sentence above; (b) any claim that any such action, suit or proceeding has been brought in an inconvenient forum; (c) its right of removal of any matter commenced by any other party in the courts of the State of New York to any court of the US; (d) any immunity which it or its assets may have in respect of its obligations under this Agreement or any other Credit Document from any suit, execution, attachment (whether provisional or final, in aid of execution, before judgment or otherwise) or other legal process; and (e) any right it may have to require the moving party in any suit, action or proceeding brought in any of the courts referred to above arising out of or in connection with this Agreement or any other Credit Document to post security for the costs of the Borrower or to post a bond or to take similar action.

Consent to Jurisdiction. Each of The Company and the parties hereto (a) Guarantor each ----------------------- irrevocably consents to the service of the summons and complaint and any other process in any action or proceeding relating to the transactions contemplated by this Agreement, for and on behalf of itself or any of its properties or assets, in accordance with Section 11.2 or in such other manner as may be permitted by applicable Law, and nothing in this Section 11.9 shall affect the right nonexclusive jurisdiction of any party to serve legal process in any other manner permitted by applicable Law; (b) irrevocably and unconditionally consents and submits itself and its properties and assets in any action or proceeding to the exclusive jurisdiction of the Court of Chancery court of the State of Delaware (orNew York or any United States Federal court sitting, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matterin each case, any federal court within the State of Delaware) in the event Borough of Manhattan, Xxx Xxxx xx Xxx Xxxx, Xxx Xxxx, Xxxxxx Xxxxxx of America, and any dispute or controversy arises out of this Agreement or the transactions contemplated hereby, or for recognition and enforcement of any judgment in respect thereof; (c) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave appellate court from any such court; (d) agrees thereof in any suit, action or proceeding that any actions or proceedings arising may be brought in connection with this Agreement Indenture, the Securities or the transactions contemplated hereby shall be broughtGuarantees, tried and determined only in waives any immunity from the Court jurisdiction of Chancery of such courts. The Company and the State of Delaware (orGuarantor each irrevocably waives, only if to the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matterfullest extent permitted by law, any federal court within the State of Delaware); (e) waives any objection that it may now or hereafter have to the venue of any such suit, action or proceeding that may be brought in such courts whether on the grounds of venue, residence or domicile or on the ground that any such suit, action or proceeding has been brought in an inconvenient forum. The Company and the Guarantor each agrees, to the fullest extent that it lawfully may do so, that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon the Company or the Guarantor, as the case may be, and waives, to the fullest extent permitted by law, any objection to the enforcement by any competent court in the Jurisdiction of Incorporation of judgments validly obtained in any such court in New York on the basis of such suit, action or proceeding; provided, however, that the Company or the Guarantor does not waive, and the foregoing provisions of this sentence shall not constitute or be deemed to constitute a waiver of, (i) any right to appeal any such judgment, to seek any stay or otherwise to seek reconsideration or review of any such judgment, (ii) any stay of execution or levy pending an appeal from, or a suit, action or proceeding was brought in an inconvenient court and agrees not to plead for reconsideration of, any such judgment, or claim (iii) any other right or remedy of the same; and (f) agrees that it will not bring any action relating to this Agreement Company or the transactions contemplated hereby Guarantor to the extent not expressly waived in any court other than the aforesaid courts. Each of Parent, Acquisition Sub and the Company agrees that a final judgment in any action or proceeding in such courts as provided above shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable lawaccordance with this Section 115.

Consent to Jurisdiction. Each Party agrees that all legal proceedings concerning the interpretation, enforcement and defense of the parties hereto (a) irrevocably consents to the service of the summons and complaint and any other process in any action or proceeding relating to the transactions contemplated by this AgreementAgreement (whether brought against a Party or its respective affiliates, directors, officers, shareholders, employees or agents) shall be commenced in the state and federal courts sitting in Palm Beach County, Florida (the “Selected Courts”). Each Party hereby irrevocably submits to the exclusive jurisdiction of the Selected Courts for and on behalf the adjudication of itself any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of any of its properties or assets, in accordance with Section 11.2 or in such other manner as may be permitted by applicable Lawthis Agreement), and nothing hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of such Selected Courts, or such Selected Courts are improper or inconvenient venue for such proceeding. Each Party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such Party at the address in effect for notices to it under this Section 11.9 Agreement and agrees that such service shall affect the constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right of any party to serve legal process in any other manner permitted by applicable Law; (b) irrevocably and unconditionally consents and submits itself and its properties and assets in law. If any Party shall commence an action or proceeding to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, enforce any federal court within the State of Delaware) in the event any dispute or controversy arises out provisions of this Agreement or Agreement, then the transactions contemplated hereby, or for recognition and enforcement of any judgment prevailing Party in respect thereof; (c) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (d) agrees that any actions or proceedings arising in connection with this Agreement or the transactions contemplated hereby shall be brought, tried and determined only in the Court of Chancery of the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware); (e) waives any objection that it may now or hereafter have to the venue of any such action or proceeding shall be reimbursed by the other Party for its attorneys’ fees and other costs and expenses incurred in any such court or that the investigation, preparation and prosecution of such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same; and (f) agrees that it will not bring any action relating to this Agreement or the transactions contemplated hereby in any court other than the aforesaid courts. Each of Parent, Acquisition Sub and the Company agrees that a final judgment in any action or proceeding in such courts as provided above shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable lawproceeding.

Consent to Jurisdiction. Each of the parties hereto (a) irrevocably consents to the service of the summons and complaint and any other process in any action or proceeding relating to the transactions contemplated by this Agreement, for and on behalf of itself or any of its properties or assets, in accordance with Section 11.2 10.2 or in such other manner as may be permitted by applicable Law, and nothing in this Section 11.9 10.10 shall affect the right of any party to serve legal process in any other manner permitted by applicable Law; (b) irrevocably and unconditionally consents and submits itself and its properties and assets in any action or proceeding to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept or does not have jurisdiction over a particular matter, any federal or other state court within the State of Delaware) in the event any dispute or controversy arises out of this Agreement or the transactions contemplated hereby, or for recognition and enforcement of any judgment in respect thereof; (c) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (d) agrees that any actions or proceedings arising in connection with this Agreement or the transactions contemplated hereby shall be brought, tried and determined only in the Court of Chancery of the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept or does not have jurisdiction over a particular matter, any federal or other state court within the State of Delaware); (e) waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same; and (f) agrees that it will not bring any action relating to this Agreement or the transactions contemplated hereby in any court other than the aforesaid courts. Each of Parent, Acquisition Sub and the Company agrees that a final judgment in any action or proceeding in such courts as provided above shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable lawLaw.

Consent to Jurisdiction. Each of the parties agrees that all actions, suits or proceedings arising out of or based upon this Agreement or the subject matter hereof shall be brought and maintained exclusively in the federal and state courts of the State of New York. Each of the parties hereto by execution hereof (ai) hereby irrevocably consents submits to the service of the summons and complaint and any other process in any action or proceeding relating to the transactions contemplated by this Agreement, for and on behalf of itself or any of its properties or assets, in accordance with Section 11.2 or in such other manner as may be permitted by applicable Law, and nothing in this Section 11.9 shall affect the right of any party to serve legal process in any other manner permitted by applicable Law; (b) irrevocably and unconditionally consents and submits itself and its properties and assets in any action or proceeding to the exclusive jurisdiction of the Court of Chancery of federal and state courts in the State of Delaware (orNew York for the purpose of any action, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware) in the event any dispute suit or controversy arises proceeding arising out of or based upon this Agreement or the transactions contemplated herebysubject matter hereof and (ii) hereby waives to the extent not prohibited by applicable law, and agrees not to assert, by way of motion, as a defense or otherwise, in any such action, suit or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that it is immune from extraterritorial injunctive relief or other injunctive relief, that its property is exempt or immune from attachment or execution, that any such action, suit or proceeding may not be brought or maintained in one of the above-named courts, that any such action, suit or proceeding brought or maintained in one of the above-named courts should be dismissed on grounds of forum non conveniens, should be transferred to any court other than one of the above-named courts, should be stayed by virtue of the pendency of any other action, suit or proceeding in any court other than one of the above-named courts, or for recognition and enforcement of any judgment in respect thereof; (c) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (d) agrees that any actions or proceedings arising in connection with this Agreement or the transactions contemplated hereby shall subject matter hereof may not be brought, tried and determined only enforced in the Court of Chancery or by any of the State of Delaware (or, only if the Court of Chancery above-named courts. Each of the State parties hereto hereby consents to service of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware); (e) waives any objection that it may now or hereafter have to the venue of process in any such suit, action or proceeding in any such court manner permitted by the laws of the State of New York, agrees that service of process by registered or that such action certified mail, return receipt requested, at the address specified in or proceeding was brought in an inconvenient court pursuant to Section 10 is reasonably calculated to give actual notice and waives and agrees not to plead assert by way of motion, as a defense or otherwise, in any such action, suit or proceeding any claim that service of process made in accordance with Section 10 does not constitute good and sufficient service of process. The provisions of this Section 7(b) shall not restrict the same; and (f) agrees that it will not bring ability of any action relating party to this Agreement or the transactions contemplated hereby enforce in any court other than any judgment obtained in a federal or state court of the aforesaid courts. Each State of Parent, Acquisition Sub and the Company agrees that a final judgment in any action or proceeding in such courts as provided above shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable lawNew York.

Consent to Jurisdiction. Each of the parties hereto party to this Agreement, by its execution hereof, (a) hereby irrevocably consents to the service of the summons and complaint and any other process in any action or proceeding relating to the transactions contemplated by this Agreement, for and on behalf of itself or any of its properties or assets, in accordance with Section 11.2 or in such other manner as may be permitted by applicable Law, and nothing in this Section 11.9 shall affect the right of any party to serve legal process in any other manner permitted by applicable Law; (b) irrevocably and unconditionally consents and submits itself and its properties and assets in any action or proceeding to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware) in the event any dispute or controversy arises out of this Agreement or the transactions contemplated hereby, or for recognition and enforcement of any judgment in respect thereof; (c) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (d) agrees that any actions action, suit or proceedings proceeding arising in connection with any disagreement, dispute, controversy or claim, in whole or in part, arising out of, related to, based upon or in connection with this Agreement or the transactions contemplated hereby subject matter hereof shall be brought, tried and determined brought only in the Court courts of Chancery the State Courts of the State of Delaware (orNew York, only if New York County or the United States District Court of Chancery of located in the State of Delaware declines New York, New York County, (b) hereby waives to accept jurisdiction over the extent not prohibited by applicable Law, and agrees not to assert, by way of motion, as a particular matterdefense or otherwise, in any such action, any federal court within the State of Delaware); (e) waives any objection claim that it may now or hereafter have is not subject personally to the venue jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that any such action brought in one of the above-named courts should be dismissed on grounds of forum non conveniens, should be transferred to any court other than one of the above-named courts, or should be stayed by reason of the pendency of some other proceeding in any other court other than one of the above-named courts, or that this Agreement or the subject matter hereof may not be enforced in or by such court and (c) hereby agrees not to commence any such action other than before one of the above-named courts nor to make any motion or take any other action seeking or intending to cause the transfer or removal of any such action to any court other than one of the above-named courts whether on the grounds of forum non conveniens or proceeding otherwise. Each party hereby (i) consents to service of process in any such court action in any manner permitted by New York law, (ii) agrees that service of process made in accordance with clause (i) or that made by registered or certified mail, return receipt requested, at its address specified pursuant to Section 5.3, shall constitute good and valid service of process in any such action or proceeding was brought in an inconvenient court action, and (iii) waives and agrees not to plead assert (by way of motion, as a defense, or claim the same; and (fotherwise) agrees that it will not bring any action relating to this Agreement or the transactions contemplated hereby in any court other than the aforesaid courts. Each such action any claim that service of Parent, Acquisition Sub process made in accordance with clause (i) or (ii) does not constitute good and the Company agrees that a final judgment in any action or proceeding in such courts as provided above shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable lawvalid service of process.

Consent to Jurisdiction. (a) Each of the parties hereto (a) irrevocably consents hereby, with respect to the service any legal claim or Proceeding arising out of the summons and complaint and any other process in any action this Agreement or proceeding relating to the transactions contemplated by this Agreement, (i) expressly and irrevocably submits, for and on behalf of itself or any of its properties or assets, in accordance with Section 11.2 or in such other manner as may be permitted by applicable Law, and nothing in this Section 11.9 shall affect the right of any party to serve legal process in any other manner permitted by applicable Law; (b) irrevocably and unconditionally consents and submits itself and with respect to its properties property, generally and assets in any action or proceeding unconditionally, to the exclusive jurisdiction of the Delaware Court of Chancery of and any appellate court therefrom within the State of Delaware (or, only if the Delaware Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware) in the event any dispute or controversy arises out of this Agreement or the transactions contemplated hereby), or for recognition and enforcement of any judgment in respect thereof; (cii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; courts, (diii) agrees that it will not bring any actions claim or proceedings arising in connection with Proceeding relating to this Agreement or the transactions contemplated hereby shall be broughtby this Agreement except in such courts and (iv) irrevocably waives, tried to the fullest extent it may legally and determined only in the Court effectively do so, and agrees not to assert, by way of Chancery of the State of Delaware (ormotion or as a defense, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular mattercounterclaim or otherwise, any federal court within the State of Delaware); (e) waives any objection that which it may now or hereafter have to the laying of venue of any such action claim or proceeding in any such court Proceeding arising out of or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same; and (f) agrees that it will not bring any action relating to this Agreement or Agreement. Notwithstanding the transactions contemplated hereby in any court other than the aforesaid courts. Each foregoing, each of Parent, Acquisition Merger Sub and the Company agrees that a final and nonappealable judgment in any action or proceeding in such courts as provided above Proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable lawLaw. (b) Each party hereto irrevocably consents to the service of process in any claim or Proceeding with respect to this Agreement and the transactions contemplated by this Agreement or for recognition and enforcement of any judgment in respect hereof brought by any other party hereto made by mailing copies thereof by registered or certified United States mail, postage prepaid, return receipt requested, to its address as specified in or pursuant to Section 8.3, and such service of process shall be sufficient to confer personal jurisdiction over such party in such claim or Proceeding and shall otherwise constitute effective and binding service in every respect.

Consent to Jurisdiction. The Borrowers and each other Credit Party irrevocably and unconditionally agrees that it will not commence any action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, against any Agent, any Lender, the Issuing Bank, or any Related Party of the foregoing in any way relating to this Agreement or any other Credit Document or the transactions relating hereto or thereto (other than as expressly provided in any Cayman Collateral Document, Dutch Collateral Document, Hong Kong Collateral Document, Luxembourg Collateral Document or any other Credit Document), in any forum other than the courts of the State of New York sitting in New York County, and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, and each of the parties hereto irrevocably and unconditionally submits to the exclusive jurisdiction of such courts and agrees that all claims in respect of any such action, litigation or proceeding may be heard and determined in such New York State court or, to the fullest extent permitted by applicable law, in such federal court. Each of the parties hereto (a) irrevocably consents to the service of the summons and complaint and any other process in any action or proceeding relating to the transactions contemplated by this Agreement, for and on behalf of itself or any of its properties or assets, in accordance with Section 11.2 or in such other manner as may be permitted by applicable Law, and nothing in this Section 11.9 shall affect the right of any party to serve legal process in any other manner permitted by applicable Law; (b) irrevocably and unconditionally consents and submits itself and its properties and assets in any action or proceeding to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware) in the event any dispute or controversy arises out of this Agreement or the transactions contemplated hereby, or for recognition and enforcement of any judgment in respect thereof; (c) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (d) agrees that any actions or proceedings arising in connection with this Agreement or the transactions contemplated hereby shall be brought, tried and determined only in the Court of Chancery of the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware); (e) waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same; and (f) agrees that it will not bring any action relating to this Agreement or the transactions contemplated hereby in any court other than the aforesaid courts. Each of Parent, Acquisition Sub and the Company agrees that a final judgment in any action such action, litigation or proceeding in such courts as provided above shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or in any other Credit Document shall affect any right that each Agent, any Lender or the Issuing Bank may otherwise have to bring any action or proceeding relating to this Agreement or any other Credit Document against any Credit Party or its properties in the courts of any jurisdiction. Each party hereto irrevocably and unconditionally waives, to the fullest extent permitted by applicable law, any objection that it may now or hereafter have to the laying of venue of any action or proceeding arising out of or relating to this Agreement or any other Credit Document in any court referred to herein. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. Each party hereto irrevocably consents to service of process in the manner provided for notices in Section 10.1. Nothing in this Agreement will affect the right of any party hereto to serve process in any other manner permitted by applicable law.

Consent to Jurisdiction. Each In the event of any dispute, controversy, or claim between the Company or any affiliate and the Participant in any way concerning, arising out of or relating to the Plan or this Agreement (a “Dispute”), including without limitation any Dispute concerning, arising out of, or relating to the interpretation, application, or enforcement of the Plan or this Agreement, the parties hereto hereby (a) irrevocably consents agree and consent to the service of the summons and complaint and any other process in any action or proceeding relating to the transactions contemplated by this Agreement, for and on behalf of itself or any of its properties or assets, in accordance with Section 11.2 or in such other manner as may be permitted by applicable Law, and nothing in this Section 11.9 shall affect the right of any party to serve legal process in any other manner permitted by applicable Law; (b) irrevocably and unconditionally consents and submits itself and its properties and assets in any action or proceeding to the exclusive personal jurisdiction of the Court of Chancery courts of the State of Delaware (or, only if New York located in New York County and/or the Court of Chancery Federal Courts of the State United States of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware) America located in the event Southern District of New York (collectively, the “Agreed Venue”) for resolution of any dispute or controversy arises such Dispute, (b) agree that those courts in the Agreed Venue, and only those courts, shall have exclusive jurisdiction to determine any Dispute, including any appeal, and (c) agree that any cause of action arising out of this Agreement or the transactions contemplated hereby, or for recognition and enforcement of any judgment in respect thereof; (c) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (d) agrees that any actions or proceedings arising in connection with this Agreement or the transactions contemplated hereby shall be brought, tried and determined only deemed to have arisen from a transaction of business in the Court of Chancery of the State of Delaware New York. The parties also hereby irrevocably (or, only if i) submit to the Court jurisdiction of Chancery any competent court in the Agreed Venue (and of the State appropriate appellate courts therefrom), (ii) to the fullest extent permitted by law, waive any and all defenses the parties may have on the grounds of Delaware declines to accept lack of jurisdiction over a particular matter, of any federal such court within the State of Delaware); (e) waives and any other objection that it such parties may now or hereafter have to the laying of the venue of any such action suit, action, or proceeding in any such court or (including without limitation any defense that any such action suit, action, or proceeding was brought in any such court has been brought in an inconvenient court and agrees not to plead or claim the same; forum), and (fiii) agrees that it will not bring any action relating consent to this Agreement or the transactions contemplated hereby service of process in any court other than such suit, action, or proceeding anywhere in the aforesaid courts. Each world, whether within or without the jurisdiction of Parentany such court, Acquisition Sub and the Company agrees that a final judgment in any action or proceeding in such courts as provided above shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable law. Without limiting the foregoing, each party agrees that service of process on such party pursuant to a Notice as provided in Section 9 hereof shall be deemed effective service of process on such party. Any action for enforcement or recognition of any judgment obtained in connection with a Dispute may be enforced in any competent court in the Agreed Venue or in any other court of competent jurisdiction.

Consent to Jurisdiction. Each of the parties hereto Parties (a) irrevocably consents to the service of the summons and complaint and any other process (whether inside or outside the territorial jurisdiction of the Chosen Courts) in any action or proceeding Legal Proceeding relating to the transactions contemplated by this AgreementMerger, for and on behalf of itself or any of its properties or assets, in accordance with Section 11.2 9.2 or in such other manner as may be permitted by applicable Law, and but nothing in this Section 11.9 shall 9.10 will affect the right of any party Party to serve legal process in any other manner permitted by applicable Law; (b) irrevocably and unconditionally consents and submits itself and its properties and assets in any action or proceeding Legal Proceeding to the exclusive general jurisdiction of the Court of Chancery of the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware) Chosen Courts in the event that any dispute or controversy arises out of this Agreement or the transactions contemplated hereby, or for recognition and enforcement of any judgment in respect thereofMerger; (c) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such courtChosen Court; (d) agrees that any actions or proceedings Legal Proceeding arising in connection with this Agreement or the transactions contemplated hereby shall Merger will be brought, tried and determined only in the Court of Chancery of the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware)Chosen Courts; (e) waives any objection that it may now or hereafter have to the venue of any such action or proceeding Legal Proceeding in any such court the Chosen Courts or that such action or proceeding Legal Proceeding was brought in an inconvenient court and agrees not to plead or claim the same; and (f) agrees that it will not bring any action Legal Proceeding relating to this Agreement or the transactions contemplated hereby Merger in any court other than the aforesaid courtsChosen Courts. Each of Parent, Acquisition Merger Sub and the Company agrees that a final judgment in any action or proceeding Legal Proceeding in such courts as provided above shall the Chosen Courts will be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable lawLaw.

Consent to Jurisdiction. Each Guarantor irrevocably submits generally and unconditionally for itself and in respect of the parties hereto (a) irrevocably consents its property to the service nonexclusive jurisdiction of any state or federal court sitting in the summons and complaint and State over any other process in any suit, action or proceeding arising out of, or relating to the transactions contemplated by to, this Agreement, for and on behalf of itself or any of its properties or assets, in accordance with Section 11.2 or in such other manner as may be permitted by applicable LawGuaranty, and nothing irrevocably agrees that all claims in this Section 11.9 shall affect the right respect of any party to serve legal process in any other manner permitted by applicable Law; (b) irrevocably and unconditionally consents and submits itself and its properties and assets in any such action or proceeding may be heard and determined in such state or federal court. Guarantor irrevocably waives, to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (orfullest extent permitted by law, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware) in the event any dispute or controversy arises out of this Agreement or the transactions contemplated hereby, or for recognition and enforcement of any judgment in respect thereof; (c) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (d) agrees that any actions or proceedings arising in connection with this Agreement or the transactions contemplated hereby shall be brought, tried and determined only in the Court of Chancery of the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware); (e) waives any objection that it Guarantor may now or hereafter have to the laying of venue of any such suit, action or proceeding brought in any such court, and any claims that any such suit, action or proceeding is brought in an inconvenient forum. Final judgment in any such suit, action or proceeding brought in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same; and (f) agrees that it will not bring any action relating to this Agreement or the transactions contemplated hereby in any court other than the aforesaid courts. Each of Parent, Acquisition Sub and the Company agrees that a final judgment in any action or proceeding in such courts as provided above shall be conclusive and binding upon Guarantor and may be enforced in other jurisdictions any court in which Guarantor is subject to jurisdiction, by a suit on upon such judgment provided that service of process is effected upon Guarantor as provided in the judgment Loan Documents or in any other manner provided as otherwise permitted by applicable lawLegal Requirements. Guarantor hereby releases, to the extent permitted by applicable Legal Requirements, all errors and all rights of exemption, appeal, stay of execution, inquisition, and other rights to which Guarantor may otherwise be entitled under the laws of the United States of America or of any state of possession of the United States of America now in force and which may hereinafter be enacted. The authority and power to appear for and enter judgment against Guarantor shall not be exhausted by one or more exercises thereof or by any imperfect exercise thereof and shall not be extinguished by any judgment entered pursuant thereto. Such authority may be exercised on one or more occasions or from time to time in the same or different jurisdiction as often as Lender shall deem necessary and desirable, for all of which this Guaranty shall be sufficient warrant.

Consent to Jurisdiction. Each of the parties hereto (a) irrevocably consents to the service of the summons and complaint and any other process in any action or proceeding relating to the transactions contemplated by this AgreementLimited Guarantee, for and on behalf of itself or any of its properties or assets, in accordance with Section 11.2 12 or in such other manner as may be permitted by applicable Law, and nothing in this Section 11.9 14 shall affect the right of any party to serve legal process in any other manner permitted by applicable Law; (b) irrevocably and unconditionally consents and submits itself and its properties and assets in any action or proceeding to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept or does not have jurisdiction over a particular matter, any federal or other state court within the State of Delaware) in the event any dispute or controversy arises out of this Agreement Limited Guarantee or the transactions contemplated hereby, or for recognition and enforcement of any judgment in respect thereof; (c) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (d) agrees that any actions or proceedings arising in connection with this Agreement Limited Guarantee or the transactions contemplated hereby shall be brought, tried and determined only in the Court of Chancery of the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept or does not have jurisdiction over a particular matter, any federal or other state court within the State of Delaware); (e) waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same; and (f) agrees that it will not bring any action relating to this Agreement Limited Guarantee or the transactions contemplated hereby in any court other than the aforesaid courts. Each of Parent, Acquisition Sub and the Company parties hereto agrees that a final judgment in any action or proceeding in such courts as provided above shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable lawLaw.

Consent to Jurisdiction. Each of the parties hereto (a) irrevocably consents to the service of the summons and complaint and agrees that any other process in any legal action or proceeding relating with respect to the transactions contemplated by this Agreement, for and on behalf of itself or any of its properties or assets, in accordance with Section 11.2 or in such other manner as may be permitted by applicable Law, and nothing in this Section 11.9 shall affect the right of any party to serve legal process in any other manner permitted by applicable Law; (b) irrevocably and unconditionally consents and submits itself and its properties and assets in any action or proceeding to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware) in the event any dispute or controversy arises out of this Agreement or the transactions contemplated hereby, or for recognition and enforcement of any judgment in respect thereof; (c) agrees that it will not attempt to deny hereof brought by the other party or defeat such personal jurisdiction by motion its successors or other request for leave from any such court; (d) agrees that any actions or proceedings arising in connection with this Agreement or the transactions contemplated hereby shall assigns may be brought, tried brought and determined only exclusively in any federal or state court located in the Court State and County of Chancery New York (the "Applicable Courts"), and each of the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines parties hereby irrevocably submits with regard to accept jurisdiction over a particular matter, any federal court within the State of Delaware); (e) waives any objection that it may now or hereafter have to the venue of any such action or proceeding for itself and in any such court or that such action or proceeding was brought in an inconvenient court respect to its property, generally and agrees not unconditionally, to plead or claim the same; exclusive jurisdiction of the Applicable Courts and (f) agrees that it will not bring any legal action relating or proceeding with respect to this Agreement or the transactions contemplated hereby for recognition and enforcement of any judgment in respect hereof in any court other than the aforesaid courtsApplicable Courts. Each of Parentthe parties hereby irrevocably waives, Acquisition Sub and the Company agrees that not to assert, by way of motion, as a final judgment defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement or for recognition and enforcement of any judgment in respect hereof, (a) any claim that it is not personally subject to the jurisdiction of the Applicable Courts for any reason other than the failure to lawfully serve process, (b) that it or its property is exempt or immune from jurisdiction of any such Applicable Court or from any legal process commenced in such courts as provided above shall be conclusive Applicable Court (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and (c) to the fullest extent permitted by applicable Law, that (i) the action in any such Applicable Court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper and (iii) this Agreement, or the subject matter hereof, may not be enforced in other jurisdictions or by suit on such Applicable Courts. Each Party irrevocably consents to service of process in the judgment or manner provided for notices in Section 8; provided that nothing in this Agreement shall affect the right of any Party to serve process in any other manner provided permitted by applicable lawLaw.

Consent to Jurisdiction. (a) Each of the parties hereto hereby irrevocably submits to the exclusive jurisdiction of the courts of the State of Maryland and to the jurisdiction of the United States District Court for the District of Maryland, for the purpose of any action, proceeding or counterclaim (whether based on contract, tort or otherwise) directly or indirectly arising out of or relating to this Agreement or the actions of the parties hereto in the negotiation, administration, performance and enforcement thereof, and each of the parties hereto hereby irrevocably agrees that all claims in respect to such action or proceeding may be heard and determined exclusively in any state or federal court located in the State of Maryland. (b) Each of the parties hereto (ai) irrevocably consents to the service of the summons and complaint and any other process in any other action or proceeding relating to the transactions contemplated by this Agreement, for and on behalf of itself or any its property, by personal delivery of its properties or assets, in accordance with Section 11.2 or in copies of such other manner as may be permitted by applicable Law, process to such party and nothing in this Section 11.9 9.9 shall affect the right of any party to serve legal process in any other manner permitted by applicable Law; law, (bii) irrevocably and unconditionally consents and submits to submit itself and its properties and assets in any action or proceeding to the exclusive personal jurisdiction of the Court of Chancery of any United States federal court located in the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, Maryland or any federal Maryland state court within the State of Delaware) in the event any dispute or controversy arises out of this Agreement or the transactions contemplated herebyby this Agreement, or for recognition and enforcement of any judgment in respect thereof; (ciii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (d) agrees that any actions or proceedings arising in connection with this Agreement or the transactions contemplated hereby shall be brought, tried and determined only in the Court of Chancery of the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware); (e) waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same; and (fiv) agrees that it will not bring any action relating to this Agreement or the transactions contemplated hereby by this Agreement in any court other than any United States federal court located in the aforesaid courtsState of Maryland or any Maryland state court. Each of Parent, Acquisition Sub the Company and the Company agrees Stockholders agree that a final judgment in any action or proceeding in such courts as provided above shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable law.

Consent to Jurisdiction. Each of the parties agrees that all actions, suits or proceedings arising out of or based upon this Agreement or the subject matter hereof shall be brought and maintained exclusively in the federal and state courts of the State of New York. Each of the parties hereto by execution hereof (ai) hereby irrevocably consents submits to the service of the summons and complaint and any other process in any action or proceeding relating to the transactions contemplated by this Agreement, for and on behalf of itself or any of its properties or assets, in accordance with Section 11.2 or in such other manner as may be permitted by applicable Law, and nothing in this Section 11.9 shall affect the right of any party to serve legal process in any other manner permitted by applicable Law; (b) irrevocably and unconditionally consents and submits itself and its properties and assets in any action or proceeding to the exclusive jurisdiction of the Court of Chancery of federal and state courts in the State of Delaware (orNew York for the purpose of any action, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware) in the event any dispute suit or controversy arises proceeding arising out of or based upon this Agreement or the transactions contemplated herebysubject matter hereof and (ii) hereby waives to the extent not prohibited by applicable law, and agrees not to assert, by way of motion, as a defense or otherwise, in any such action, suit or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that it is immune from extraterritorial injunctive relief or other injunctive relief, that its property is exempt or immune from attachment or execution, that any such action, suit or proceeding may not be brought or maintained in one of the above-named courts, that any such action, suit or proceeding brought or maintained in one of the above-named courts should be dismissed on grounds of forum non conveniens, should be transferred to any court other than one of the above-named courts, should be stayed by virtue of the pendency of any other action, suit or proceeding in any court other than one of the above-named courts, or for recognition and enforcement of any judgment in respect thereof; (c) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (d) agrees that any actions or proceedings arising in connection with this Agreement or the transactions contemplated hereby shall subject matter hereof may not be brought, tried and determined only enforced in the Court of Chancery or by any of the State of Delaware (or, only if the Court of Chancery above-named courts. Each of the State parties hereto hereby consents to service of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware); (e) waives any objection that it may now or hereafter have to the venue of process in any such suit, action or proceeding in any such court manner permitted by the laws of the State of New York, agrees that service of process by registered or that such action certified mail, return receipt requested, at the address specified in or proceeding was brought in an inconvenient court pursuant to Section 11 is reasonably calculated to give actual notice and waives and agrees not to plead assert by way of motion, as a defense or otherwise, in any such action, suit or proceeding any claim that service of process made in accordance with Section 11 does not constitute good and sufficient service of process. The provisions of this Section 8(b) shall not restrict the same; and (f) agrees that it will not bring ability of any action relating party to this Agreement or the transactions contemplated hereby enforce in any court other than any judgment obtained in a federal or state court of the aforesaid courts. Each State of Parent, Acquisition Sub and the Company agrees that a final judgment in any action or proceeding in such courts as provided above shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable lawNew York.

Consent to Jurisdiction. Each of the parties hereto (a) The Borrower hereby irrevocably consents submits to the service jurisdiction of any New York State or Federal court sitting in New York City and any appellate court from any thereof in any action or proceeding by the Administrative Agent, the Arranger, any Lender or the holder of any Note in respect of, but only in respect of, any claims or causes of action arising out of or relating to this Agreement or the Notes (such claims and causes of action, collectively, being "PERMITTED CLAIMS"), and the Borrower hereby irrevocably agrees that all Permitted Claims may be heard and determined in such New York State court or in such Federal court. The Borrower hereby irrevocably waives, to the fullest extent it may effectively do so, the defense of an inconvenient forum to the maintenance of such action or proceeding in any aforementioned court in respect of Permitted Claims. Service of the summons and complaint and any other process in any action or proceeding relating to the transactions contemplated by this Agreement, for and on behalf of itself or any of its properties or assets, in accordance with Section 11.2 or in such other manner as which may be permitted served by applicable Lawthe Administrative Agent, and nothing in this Section 11.9 shall affect the right Arranger, any Lender or the holder of any party to serve legal process Note on the Borrower in any other manner permitted by applicable Law; (b) irrevocably and unconditionally consents and submits itself and its properties and assets in any action or proceeding to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware) in the event any dispute or controversy arises out of this Agreement or the transactions contemplated hereby, or for recognition and enforcement of any judgment in respect thereof; (c) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (d) agrees that any actions or proceedings arising in connection with this Agreement or the transactions contemplated hereby shall be brought, tried and determined only in the Court of Chancery of the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware); (e) waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any aforementioned court in respect of Permitted Claims may be made by delivering separate copies of such court or that such action or proceeding was brought in an inconvenient court process to the Borrower by courier and agrees not by certified mail (return receipt requested), fees and postage prepaid at the Borrower's address specified pursuant to plead or claim Section 8.02, to the same; and (f) agrees that it will not bring any action relating to this Agreement or attention of each of the transactions contemplated hereby in any court other than the aforesaid courts. Each of Parent, Acquisition Sub Treasurer and the Company Executive Vice President, Law. The Borrower agrees that a final judgment in any such action or proceeding in such courts as provided above shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable law. (b) Nothing in this Section 8.09 (i) shall affect the right of the Arranger, the Borrower, any Lender, the holder of any Note or the Administrative Agent to serve legal process in any other manner permitted by law or affect any right otherwise existing of the Borrower, any Lender, the Arranger, the holder of any Note or the Administrative Agent to bring any action or proceeding in the courts of other jurisdictions or (ii) shall be deemed to be a general consent to jurisdiction in any particular court or a general waiver of any defense or a consent to jurisdiction of the courts expressly referred to in subsection (a) above in any action or proceeding in respect of any claim or cause of action other than Permitted Claims.

Consent to Jurisdiction. (a) Each of the parties hereto (a) Borrowers hereby irrevocably consents and unconditionally submits, for itself and its property, to the service nonexclusive jurisdiction of any New York State court or Federal court of the summons and complaint United States of America sitting in New York County, and any other process appellate court thereof, in any action or proceeding arising out of or relating to the transactions contemplated by this Agreement, for and on behalf of itself Agreement or any of its properties the other Finance Documents to which such Security Party is a party or assets, in accordance with Section 11.2 for recognition or in such other manner as may be permitted by applicable Lawenforcement of any judgment, and nothing in this Section 11.9 shall affect each of the right of any party to serve legal process in any other manner permitted by applicable Law; (b) parties hereto hereby irrevocably and unconditionally consents and submits itself and its properties and assets in any action or proceeding to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware) in the event any dispute or controversy arises out of this Agreement or the transactions contemplated hereby, or for recognition and enforcement of any judgment agrees that all claims in respect thereof; (c) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (d) agrees that any actions or proceedings arising in connection with this Agreement or the transactions contemplated hereby shall be brought, tried and determined only in the Court of Chancery of the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware); (e) waives any objection that it may now or hereafter have to the venue of any such action or proceeding may be heard and determined in any such court or that New York State Court or, to the extent permitted by law, in such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same; and (f) agrees that it will not bring any action relating to this Agreement or the transactions contemplated hereby in any court other than the aforesaid courtsFederal court. Each of Parent, Acquisition Sub and the Company parties hereto agrees that a final judgment in any such action or proceeding in such courts as provided above shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable law. (b) Nothing in this Clause 32.2 shall affect the right of a Creditor Party to bring any action or proceeding against a Security Party or its property in the courts of any other jurisdictions where such action or proceeding may be heard. (c) Each of the Borrowers hereby irrevocably and unconditionally waives 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 suit, action or proceeding arising out of or relating to this Agreement or any other Finance Document to which it is a party in any New York State or Federal court and the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court; and (ii) any immunity from suit, the jurisdiction of any court in which judicial proceedings may at any time be commenced with respect to this Agreement or any other Finance Document or from any legal process with respect to itself or its property (including without limitation attachment prior to judgment, attachment in aid of execution of judgment, set-off, execution of a judgment or any other legal process), and to the extent that in any such jurisdiction there may be attributed to such person such an immunity (whether or not claimed), such person hereby irrevocably agrees not to claim such immunity. (d) Each of the Borrowers hereby agrees to appoint Lxxxxx & Rxxx Tax Associates, Ltd., with offices currently located at 500 Xxxxxxx Xxxxxx, Xxx Xxxx, XX 00000 as its designated agent for service of process for any action or proceeding arising out of or relating to this Agreement or any other Finance Document. Each of the Borrowers also irrevocably consents to the service of any and all process in any such action or proceeding by the mailing of copies of such process to its address specified in Clause 29.2. Each of the Borrowers also agrees that service of process may be made on it by any other method of service provided for under the applicable laws in effect in the State of New York.

Consent to Jurisdiction. (a) Each of the parties hereto (a) hereby irrevocably and unconditionally agrees that it will not commence any action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, against any party hereto or any Related Party of the foregoing in any way relating to this Agreement or any other Loan Document or the transactions relating hereto or thereto, in any forum other than the courts of the State of New York sitting in New York County, and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, and each of the parties hereto irrevocably and unconditionally submits to the jurisdiction of such courts and agrees that all claims in respect of any such action, litigation or proceeding may be heard and determined in such New York State court or, to the fullest extent permitted by applicable Law, in such federal court. Each of the parties hereby irrevocably agrees, to the fullest extent each may effectively do so, that each will not assert any defense that such courts do not have subject matter or personal jurisdiction of such action or proceeding or over any party hereto. Each of the parties hereby irrevocably consents to the service of copies of the summons and complaint and any other process in any action or proceeding relating to the transactions contemplated by this Agreement, for and on behalf of itself or any of its properties or assets, in accordance with Section 11.2 or in such other manner as which may be permitted by applicable Law, and nothing served in this Section 11.9 shall affect the right of any party to serve legal process in any other manner permitted by applicable Law; (b) irrevocably and unconditionally consents and submits itself and its properties and assets in any action or proceeding to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware) in the event any dispute or controversy arises out of this Agreement or the transactions contemplated hereby, or for recognition and enforcement of any judgment in respect thereof; (c) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (d) agrees that any actions or proceedings arising in connection with this Agreement or the transactions contemplated hereby shall be brought, tried and determined only in the Court of Chancery of the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware); (e) waives any objection that it may now or hereafter have to the venue of any such action or proceeding by certified mail, return receipt requested, or by delivering of a copy of such process to such party at its address specified in Section 10.02 or by any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same; and (f) agrees that it will not bring any action relating to this Agreement or the transactions contemplated hereby in any court other than the aforesaid courtsmethod permitted by law. Each of Parent, Acquisition Sub and the Company parties hereby agrees that a final judgment in any such action or proceeding in such courts as provided above shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in by any other manner provided by applicable law. Each Loan Party (other than the Parent Borrower) hereby agrees that service of process may be made upon the Parent Borrower and each other Loan Party hereby irrevocably appoints the Parent Borrower its authorized agent to accept such service of process, and agrees that the failure of the Parent Borrower to give any notice of any such service shall not impair or affect the validity of such service or of any judgment rendered in any action or proceeding based thereon. To the extent that any Loan Party has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, each Loan Party hereby irrevocably waives such immunity in respect of its obligations under this Agreement. (b) Nothing in this Section 10.16 shall affect the right of any of the parties hereto to serve legal process in any other manner permitted by law or affect the right of any of the parties to bring any action or proceeding against any of the parties or their property in the courts of other jurisdictions.

Consent to Jurisdiction. Each Parent, Sponsor and each Stockholder hereby agrees that any Proceeding arising out of the parties hereto (a) irrevocably consents to the service of the summons and complaint and any other process in any action or proceeding relating to the transactions contemplated by this Agreement, for and on behalf of itself Agreement or any of its properties or assets, in accordance with Section 11.2 or in such other manner as may be permitted by applicable Law, and nothing in this Section 11.9 shall affect the right of any party to serve legal process in any other manner permitted by applicable Law; (b) irrevocably and unconditionally consents and submits itself and its properties and assets in any action or proceeding to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware) in the event any dispute or controversy arises out of this Agreement or the transactions contemplated hereby, or for recognition and enforcement of any judgment in respect thereof; (c) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (d) agrees that any actions or proceedings arising in connection with this Agreement or the transactions contemplated hereby shall be brought, tried brought and determined only in the Court of Chancery of the State of Delaware (or, only if exclusive jurisdiction over the Court matter is vested in the federal courts, any court of Chancery of the United States located in the State of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware); (e) waives any objection that it may now or hereafter have to the venue of any and each such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same; and (f) agrees that it will party shall not bring any action Proceeding arising out of or relating to this Agreement or any of the transactions contemplated hereby in any court other than the aforesaid courts. Each of ), and Parent, Acquisition Sub Sponsor and each Stockholder hereby irrevocably submits with regard to any such Proceeding for himself, herself or itself and in respect to his, her or its property, generally and unconditionally, to the exclusive jurisdiction of the aforesaid courts (it being understood and agreed that any Proceeding arising out of or relating to the Guarantee for Significant Stockholder and the Company Equity Commitment Letter for Significant Stockholder shall be referred to and finally resolved by arbitration in accordance with the provisions thereof). Parent, Sponsor and each Stockholder hereby irrevocably waives, and agrees that not to assert, by way of motion, as a final judgment defense, counterclaim or otherwise, in any action such Proceeding, (i) any claim that he, she or proceeding it is not personally subject to the jurisdiction of the above-named courts for any reason other than the failure to lawfully serve process, (ii) that he, she or it or his, her or its property is exempt or immune from jurisdiction of such court or from any legal process commenced in such courts as provided above shall be conclusive (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and (iii) that (x) such Proceeding in any such court is brought in an inconvenient forum, (y) the venue of such Proceeding is improper and (z) this Agreement, the transactions contemplated hereby or the subject matter hereof, may not be enforced in other jurisdictions or by suit on the judgment or in any other manner provided by applicable lawsuch courts.

Consent to Jurisdiction. (a) Each of the parties hereto hereby irrevocable consents and agrees that any action, suit or proceeding arising in connection with any disagreement, dispute, controversy or claim arising out of or relating to this Agreement (afor purposes of this Section a “Legal Dispute”) irrevocably consents may be brought to the non-exclusive jurisdiction of the United States District Court for the Southern District of New York, New York, United States of America or, in the event (by only in the event) such court does not have subject matter jurisdiction over such action, suit or proceeding, in the courts of the State of New York sitting in the City of New York, New York, United States of America. (b) Each of parties hereby waives, and agrees not to assert, as a defense in any action, suit or proceeding referred to in Section 6.13(a), that it is not subject thereto or that such action, suit or proceeding may not be brought or is not maintainable in such court or that its property is exempt or immune from execution, that the action, suit or proceeding is brought in an inconvenient forum or that the venue of the action, suit or proceeding is improper. The Majority Shareholders hereby irrevocably appoint CT Corporation System (the “Agent for Service”) as its agent to receive on its behalf service of copies of the summons and complaint and any other process which may be served in any action such action, suit or proceeding relating to the transactions contemplated by this Agreement, for and on behalf of itself or any of its properties or assets, in accordance with Section 11.2 or in such other manner as proceeding. Such service may be permitted made by applicable Law, and nothing mailing or delivering a copy of such process to such Person in this Section 11.9 shall affect the right of any party to serve legal process in any other manner permitted by applicable Law; (b) irrevocably and unconditionally consents and submits itself and its properties and assets in any action or proceeding to the exclusive jurisdiction case of the Court Agent for Service at the address of Chancery of the Agent for Service in the State of Delaware (orNew York, only if the Court of Chancery of the United State of Delaware declines America, and the Majority Shareholders hereby irrevocably authorize and direct the Agent for Service to accept jurisdiction over a particular matter, any federal court within the State of Delaware) in the event any dispute or controversy arises out of this Agreement or the transactions contemplated hereby, or for recognition and enforcement of any judgment in respect thereof; such service on its behalf. (c) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (d) agrees that any actions or proceedings arising in connection with this Agreement or the transactions contemplated hereby shall be brought, tried and determined only in the Court of Chancery of the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware); (e) waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same; and (f) agrees that it will not bring any action relating to this Agreement or the transactions contemplated hereby in any court other than the aforesaid courts. Each of Parent, Acquisition Sub and the Company party hereto agrees that a final judgment in any action legal action, suit or proceeding described in such courts as provided above this Section 6.13 after the expiration of any period permitted for appeal and subject to any stay during appeal shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable law.

Consent to Jurisdiction. Each of the parties hereto Party to this Agreement, by its execution hereof, (a) hereby irrevocably consents to the service of the summons and complaint and any other process in any action or proceeding relating to the transactions contemplated by this Agreement, for and on behalf of itself or any of its properties or assets, in accordance with Section 11.2 or in such other manner as may be permitted by applicable Law, and nothing in this Section 11.9 shall affect the right of any party to serve legal process in any other manner permitted by applicable Law; (b) irrevocably and unconditionally consents and submits itself and its properties and assets in any action or proceeding to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware) in the event any dispute or controversy arises out of this Agreement or the transactions contemplated hereby, or for recognition and enforcement of any judgment in respect thereof; (c) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (d) agrees that any actions action, suit or proceedings proceeding arising in connection with any disagreement, dispute, controversy or claim, in whole or in part, arising out of, related to, based upon or in connection with this Agreement or the transactions contemplated hereby subject matter hereof shall be brought, tried and determined brought only in the Court courts of Chancery the State Courts of the State of Delaware (orNew York, only if New York County or the United States District Court of Chancery of located in the State of Delaware declines New York, New York County, (b) hereby waives to accept jurisdiction over the extent not prohibited by applicable Law, and agrees not to assert, by way of motion, as a particular matterdefense or otherwise, in any such action, any federal court within the State of Delaware); (e) waives any objection claim that it may now or hereafter have is not subject personally to the venue jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that any such action brought in one of the above-named courts should be dismissed on grounds of forum non conveniens, should be transferred to any court other than one of the above-named courts, or should be stayed by reason of the pendency of some other proceeding in any other court other than one of the above-named courts, or that this Agreement or the subject matter hereof may not be enforced in or by such court and (c) hereby agrees not to commence any such action other than before one of the above-named courts nor to make any motion or take any other action seeking or intending to cause the transfer or removal of any such action to any court other than one of the above-named courts whether on the grounds of forum non conveniens or proceeding otherwise. Each Party hereby (i) consents to service of process in any such court action in any manner permitted by New York law, (ii) agrees that service of process made in accordance with clause (i) or that made by registered or certified mail, return receipt requested, at its address specified pursuant to Section 5.4 shall constitute good and valid service of process in any such action or proceeding was brought in an inconvenient court action, and (iii) waives and agrees not to plead assert (by way of motion, as a defense, or claim the same; and (fotherwise) agrees that it will not bring any action relating to this Agreement or the transactions contemplated hereby in any court other than the aforesaid courts. Each such action any claim that service of Parent, Acquisition Sub process made in accordance with clause (i) or (ii) does not constitute good and the Company agrees that a final judgment in any action or proceeding in such courts as provided above shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable lawvalid service of process.

Consent to Jurisdiction. (a) Each party hereto irrevocably and unconditionally agrees that it will not commence any action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, against any other party hereto, or any Related Party of the foregoing in any way relating to this Credit Agreement or any other Loan Document or the transactions relating hereto or thereto, in any forum other than the courts of the State of New York sitting in New York County, and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, and each of the parties hereto irrevocably and unconditionally submits to the jurisdiction of such courts and agrees that all claims in respect of any such action, litigation or proceeding may be heard and determined in such New York State court or, to the fullest extent permitted by applicable law, in such federal court. Each of the parties hereto (a) irrevocably consents to the service of the summons and complaint and any other process in any action or proceeding relating to the transactions contemplated by this Agreement, for and on behalf of itself or any of its properties or assets, in accordance with Section 11.2 or in such other manner as may be permitted by applicable Law, and nothing in this Section 11.9 shall affect the right of any party to serve legal process in any other manner permitted by applicable Law; (b) irrevocably and unconditionally consents and submits itself and its properties and assets in any action or proceeding to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware) in the event any dispute or controversy arises out of this Agreement or the transactions contemplated hereby, or for recognition and enforcement of any judgment in respect thereof; (c) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (d) agrees that any actions or proceedings arising in connection with this Agreement or the transactions contemplated hereby shall be brought, tried and determined only in the Court of Chancery of the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware); (e) waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same; and (f) agrees that it will not bring any action relating to this Agreement or the transactions contemplated hereby in any court other than the aforesaid courts. Each of Parent, Acquisition Sub and the Company agrees that a final judgment in any action such action, litigation or proceeding in such courts as provided above shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Each party hereto irrevocably and unconditionally waives, to the fullest extent permitted by applicable law, any objection that it may now or hereafter have to the laying of venue of any action or proceeding arising out of or relating to this Credit Agreement or any other Loan Document in any court referred to above. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (b) Each Borrowing Subsidiary domiciled outside of the United States (a “Foreign Borrower”) hereby irrevocably appoints Whirlpool as its true and lawful attorney-in-fact (the “Service of Process Agent”) in its name, place and stead to accept service of any and all writs, summons and other legal process and any such enforcement proceeding brought in the State of New York and agrees that service by the mailing, of copies thereof by registered or certified mail, postage prepaid, to it at the address for notices pursuant to Schedule IV, such service to become effective 30 days after such mailing, of any enforcement proceeding may be made upon such Service of Process Agent and that it will take such action as necessary to continue such appointment in full force and effect or to appoint another such Service of Process Agent satisfactory to the Administrative Agent for service of process. Whirlpool hereby irrevocably accepts such appointment and agrees to serve in the capacity of Service of Process Agent. (c) With respect to each Foreign Borrower: (i) Without limiting the generality of subsections (a) and (b) of this Section 10.10, such Foreign Borrower agrees that any controversy or claim with respect to it arising out of or relating to this Credit Agreement or the other Loan Documents may, at the sole option of the Administrative Agent and the Lenders, be settled immediately by submitting the same to binding arbitration in the City of New York, New York (or such other place as the parties may agree) in accordance with the Commercial Arbitration Rules of the American Arbitration Association. Upon the request and submission of any controversy or claim for arbitration hereunder, the Administrative Agent shall give such Foreign Borrower not less than 45 days written notice of the request for arbitration, the nature of the controversy or claim, and the time and place set for arbitration. Such Foreign Borrower agrees that such notice is reasonable to enable it sufficient time to prepare and present its case before the arbitration panel. Judgment on the award rendered by the arbitration panel may be entered in any court including, without limitation, any court of the State of New York or any federal court sitting in the State of New York. The expenses of arbitration shall be paid by such Foreign Borrower. (ii) The provisions of subsection (i) above are intended to comply with the requirements of the Convention on the Recognition and Enforcement of Foreign Arbitral Awards (the “Convention”). To the extent that any provisions of such subsection (i) are not consistent with or fail to conform to the requirements set out in the Convention, such subsection (i) shall be deemed amended to conform to the requirements of the Convention. (iii) Such Foreign Borrower hereby specifically consents and submits to the jurisdiction of the courts of the State of New York and courts of the United States located in the State of New York for purposes of entry of a judgment or arbitration award entered by the arbitration panel.

Consent to Jurisdiction. Each of the parties hereto party to this Agreement, by its execution hereof, (a) hereby irrevocably consents to the service of the summons and complaint and any other process in any action or proceeding relating to the transactions contemplated by this Agreement, for and on behalf of itself or any of its properties or assets, in accordance with Section 11.2 or in such other manner as may be permitted by applicable Law, and nothing in this Section 11.9 shall affect the right of any party to serve legal process in any other manner permitted by applicable Law; (b) irrevocably and unconditionally consents and submits itself and its properties and assets in any action or proceeding to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware) in the event any dispute or controversy arises out of this Agreement or the transactions contemplated hereby, or for recognition and enforcement of any judgment in respect thereof; (c) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (d) agrees that any actions action, suit or proceedings proceeding arising in connection with any disagreement, dispute, controversy or claim, in whole or in part, arising out of, related to, based upon or in connection with this Agreement or the transactions contemplated hereby subject matter hereof shall be brought, tried and determined brought only in the Court courts of Chancery the State Courts of the State of Delaware (orNew York, only if New York County or the United States District Court of Chancery of located in the State of Delaware declines New York, New York County, (b) hereby waives to accept jurisdiction over the extent not prohibited by applicable Law, and agrees not to assert, by way of motion, as a particular matterdefense or otherwise, in any such action, any federal court within the State of Delaware); (e) waives any objection claim that it may now or hereafter have is not subject personally to the venue jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that any such action brought in one of the above-named courts should be dismissed on grounds of forum non conveniens, should be transferred to any court other than one of the above-named courts, or should be stayed by reason of the pendency of some other proceeding in any other court other than one of the above-named courts, or that this Agreement or the subject matter hereof may not be enforced in or by such court and (c) hereby agrees not to commence any such action other than before one of the above-named courts nor to make any motion or take any other action seeking or intending to cause the transfer or removal of any such action to any court other than one of the above-named courts whether on the grounds of forum non conveniens or proceeding otherwise. Each party hereby (i) consents to service of process in any such court action in any manner permitted by New York law, (ii) agrees that service of process made in accordance with clause (i) or that made by registered or certified mail, return receipt requested, at its address specified pursuant to Section 8(f), shall constitute good and valid service of process in any such action or proceeding was brought in an inconvenient court action, and (iii) waives and agrees not to plead assert (by way of motion, as a defense, or claim the same; and (fotherwise) agrees that it will not bring any action relating to this Agreement or the transactions contemplated hereby in any court other than the aforesaid courts. Each such action any claim that service of Parent, Acquisition Sub process made in accordance with clause (i) or (ii) does not constitute good and the Company agrees that a final judgment in any action or proceeding in such courts as provided above shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable lawvalid service of process.

Consent to Jurisdiction. Each of the parties hereto (a) to this Agreement irrevocably consents submits to the service non-exclusive jurisdiction of the summons courts of the State of New York and complaint the courts of the United States located in New York, New York and agrees that any other process in any action legal action, suit or proceeding arising out of or relating to the transactions contemplated by this Agreement, for and on behalf of itself Agreement or any of its properties the other Credit Documents may be brought against such party in any such courts. Final judgment against any party in any such action, suit or assetsproceeding shall be conclusive and may be enforced in any other jurisdiction by suit on the judgment, in accordance with Section 11.2 a certified or exemplified copy of which shall be conclusive evidence of the judgment, or in such any other manner as may be permitted provided by applicable Law, and nothing law. Nothing in this Section 11.9 8.12 shall affect the right of any party to commence legal proceedings or otherwise xxx any other party in any other appropriate jurisdiction, or concurrently in more than one jurisdiction, or to serve legal process, pleadings and other papers upon any other party in any manner authorized by the laws of any such jurisdiction. The Borrower agrees that process served either personally or by registered mail shall, to the extent permitted by law, constitutes adequate service of process in any other manner such suit. Each of the parties to this Agreement irrevocably waives to the fullest extent permitted by applicable LawGovernmental Rules (a) any objection which it may have now or in the future to the laying of the venue of any such action, suit or proceeding in any court referred to in the first sentence above; (b) irrevocably and unconditionally consents and submits itself and its properties and assets in any action claim that any such action, suit or proceeding to has been brought in an inconvenient forum; (c) its right of removal of any matter commenced by any other party in the exclusive jurisdiction of the Court of Chancery courts of the State of Delaware (or, only if the Court of Chancery New York or to any court of the State of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware) in the event any dispute or controversy arises out of this Agreement or the transactions contemplated hereby, or for recognition and enforcement of any judgment in respect thereof; (c) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such courtUnited States; (d) agrees that any actions immunity which it or proceedings its assets may have in respect of its obligations under this Agreement or any other Credit Document from any suit, execution, attachment (whether provisional or final, in aid of execution, before judgment or otherwise) or other legal process; and (e) any right it may have to require the moving party in any suit, action or proceeding brought in any of the courts referred to above arising out of or in connection with this Agreement or any other Credit Document to post security for the transactions contemplated hereby shall be brought, tried and determined only in the Court of Chancery of the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware); (e) waives any objection that it may now or hereafter have to the venue costs of any such action party or proceeding in any such court to post a bond or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same; and (f) agrees that it will not bring any action relating to this Agreement or the transactions contemplated hereby in any court other than the aforesaid courts. Each of Parent, Acquisition Sub and the Company agrees that a final judgment in any action or proceeding in such courts as provided above shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable lawtake similar action.

Consent to Jurisdiction. Each of the parties hereto (a) to this Agreement irrevocably consents submits to the service non-exclusive jurisdiction of the summons courts of the State of New York and complaint the courts of the United States of America located in New York, New York and agrees that any other process in any action legal action, suit or proceeding arising out of or relating to the transactions contemplated by this Agreement, for and on behalf of itself Agreement or any of its properties the other Credit Documents may be brought against such party in any such courts. Final judgment against any party in any such action, suit or assetsproceeding shall be conclusive and may be enforced in any other jurisdiction by suit on the judgment, in accordance with Section 11.2 a certified or exemplified copy of which shall be conclusive evidence of the judgment, or in such any other manner as may be permitted provided by applicable Law, and nothing law. Nothing in this Section 11.9 8.12 shall affect the right of any party to commence legal proceedings or otherwise xxx any other party in any other appropriate jurisdiction, or concurrently in more than one jurisdiction, or to serve legal process, pleadings and other papers upon any other party in any manner authorized by the laws of any such jurisdiction. The Borrower agrees that process served either personally or by registered mail shall, to the extent permitted by law, constitutes adequate service of process in any other manner such suit. Each of the parties to this Agreement irrevocably waives to the fullest extent permitted by applicable LawGovernmental Rules (a) any objection which it may have now or in the future to the laying of the venue of any such action, suit or proceeding in any court referred to in the first sentence above; (b) irrevocably and unconditionally consents and submits itself and its properties and assets in any action claim that any such action, suit or proceeding to has been brought in an inconvenient forum; (c) its right of removal of any matter commenced by any other party in the exclusive jurisdiction of the Court of Chancery courts of the State of Delaware (or, only if the Court of Chancery New York to any court of the State United States of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware) in the event any dispute or controversy arises out of this Agreement or the transactions contemplated hereby, or for recognition and enforcement of any judgment in respect thereof; (c) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such courtAmerica; (d) agrees that any actions immunity which it or proceedings its assets may have in respect of its obligations under this Agreement or any other Credit Document from any suit, execution, attachment (whether provisional or final, in aid of execution, before judgment or otherwise) or other legal process; and (e) any right it may have to require the moving party in any suit, action or proceeding brought in any of the courts referred to above arising out of or in connection with this Agreement or any other Credit Document to post security for the transactions contemplated hereby shall be brought, tried and determined only in the Court of Chancery of the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware); (e) waives any objection that it may now or hereafter have to the venue costs of any such action party or proceeding in any such court to post a bond or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same; and (f) agrees that it will not bring any action relating to this Agreement or the transactions contemplated hereby in any court other than the aforesaid courts. Each of Parent, Acquisition Sub and the Company agrees that a final judgment in any action or proceeding in such courts as provided above shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable lawtake similar action.

Consent to Jurisdiction. The Borrowers and each other Credit Party irrevocably and unconditionally agrees that it will not commence any action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, against any Agent, any Lender or any Related Party of the foregoing in any way relating to this Agreement or any other Credit Document or the transactions relating hereto or thereto (other than as expressly provided in any Cayman Collateral Document, Dutch Collateral Document, Hong Kong Collateral Document, Luxembourg Collateral Document or any other Credit Document), in any forum other than the courts of the State of New York sitting in New York County, and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, and each of the parties hereto irrevocably and unconditionally submits to the exclusive jurisdiction of such courts and agrees that all claims in respect of any such action, litigation or proceeding may be heard and determined in such New York State court or, to the fullest extent permitted by applicable law, in such federal court. Each of the parties hereto (a) irrevocably consents to the service of the summons and complaint and any other process in any action or proceeding relating to the transactions contemplated by this Agreement, for and on behalf of itself or any of its properties or assets, in accordance with Section 11.2 or in such other manner as may be permitted by applicable Law, and nothing in this Section 11.9 shall affect the right of any party to serve legal process in any other manner permitted by applicable Law; (b) irrevocably and unconditionally consents and submits itself and its properties and assets in any action or proceeding to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware) in the event any dispute or controversy arises out of this Agreement or the transactions contemplated hereby, or for recognition and enforcement of any judgment in respect thereof; (c) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (d) agrees that any actions or proceedings arising in connection with this Agreement or the transactions contemplated hereby shall be brought, tried and determined only in the Court of Chancery of the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware); (e) waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same; and (f) agrees that it will not bring any action relating to this Agreement or the transactions contemplated hereby in any court other than the aforesaid courts. Each of Parent, Acquisition Sub and the Company agrees that a final judgment in any action such action, litigation or proceeding in such courts as provided above shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or in any other Credit Document shall affect any right that each Agent, any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any other Credit Document against any Credit Party or its properties in the courts of any jurisdiction. Each party hereto irrevocably and unconditionally waives, to the fullest extent permitted by applicable law, any objection that it may now or hereafter have to the laying of venue of any action or proceeding arising out of or relating to this Agreement or any other Credit Document in any court referred to herein. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. Each party hereto irrevocably consents to service of process in the manner provided for notices in Section 10.1. Nothing in this Agreement will affect the right of any party hereto to serve process in any other manner permitted by applicable law.

Consent to Jurisdiction. (a) Each of the parties hereto (ai) irrevocably consents to the service of the summons and complaint and agrees that any other process actions or proceedings arising in connection with any action dispute, controversy or proceeding claim arising under, relating to or in connection with this Agreement or the transactions contemplated by hereby (including any dispute or controversy regarding the existence, validity, enforceability or breach of this Agreement), for and on behalf of itself or any of its properties or assetswhether in contract, in accordance with Section 11.2 tort or in such other manner as may otherwise, shall be permitted by applicable Lawbrought, tried and nothing in this Section 11.9 shall affect the right of any party to serve legal process determined only in any other manner permitted by applicable Lawcourt of competent jurisdiction located in Tel Aviv-Jaffa, Israel; (bii) irrevocably and unconditionally consents and submits itself and its properties and assets in any action or proceeding to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (orany court located in Tel Aviv-Jaffa, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware) Israel in the event any dispute or controversy arises out of this Agreement or the transactions contemplated hereby, or for recognition and enforcement of any judgment in respect thereofsuch action or proceeding; (ciii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (d) agrees that any actions or proceedings arising in connection with this Agreement or the transactions contemplated hereby shall be brought, tried and determined only in the Court of Chancery of the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware); (eiv) waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same; and (fv) agrees that it will not bring any action relating to this Agreement or the transactions contemplated hereby in any court other than the aforesaid courts. Each of Parent, Acquisition Merger Sub and the Company agrees that a final judgment in any action or proceeding in such courts as provided above shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable lawLaw. (b) Each of the parties hereto irrevocably consents to the service of the summons and complaint and any other process in any action or proceeding relating to the transactions contemplated by this Agreement, for and on behalf of itself or any of its properties or assets, in accordance with Section 10.2 or in such other manner as may be permitted by applicable Law, and nothing in this Section 10.9 shall affect the right of any party to serve legal process in any other manner permitted by applicable Law.

Consent to Jurisdiction. Each It is the desire and intent of the parties hereto (a) irrevocably consents that any disputes or controversies arising under or in connection with this Agreement be resolved pursuant to the service of the summons and complaint and any other process in any action or proceeding relating to the transactions contemplated by this Agreement, for and on behalf of itself or any of its properties or assets, arbitration in accordance with Section 11.2 8(j); provided, however, that, to the extent that Section 8(j) is held to be invalid or unenforceable for any reason, and the result is that the parties hereto are precluded from resolving any claim arising under or in such other manner as may be permitted by applicable Lawconnection with this Agreement pursuant to the terms of Section 8(j) (after giving effect to the terms of Section 8(b), and nothing in the following provisions of this Section 11.9 8(l) shall govern the resolution of all disputes or controversies arising under this Agreement. With respect to any suit, action or proceeding (“Proceeding”) arising out of or relating to this Agreement or any transaction contemplated hereby each of the parties hereto hereby irrevocably (a) submits to the exclusive jurisdiction of (A) the United States District Court for the Southern District of New York or (B) in the event that such court lacks jurisdiction to hear the claim, the state courts of New York located in the borough of Manhattan, New York City (the “Selected Courts”) and waives any objection to venue being laid in the Selected Courts whether based on the grounds of forum non conveniens or otherwise and hereby agrees not to commence any such Proceeding other than before one of the Selected Courts; provided, however, that a party may commence any Proceeding in a court other than a Selected Court solely for the purpose of enforcing an order or judgment issued by one of the Selected Courts; (b) consents to service of process in any Proceeding by the mailing of copies thereof by registered or certified mail, postage prepaid, or by recognized international express carrier or delivery service, to their respective addresses referred to in Section 8(a) hereof; provided, however, that nothing herein shall affect the right of any party hereto to serve legal process in any other manner permitted by applicable Lawlaw; (b) irrevocably and unconditionally consents and submits itself and its properties and assets in any action or proceeding to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware) in the event any dispute or controversy arises out of this Agreement or the transactions contemplated hereby, or for recognition and enforcement of any judgment in respect thereof; (c) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW THAT CANNOT BE WAIVED, WAIVES, AND COVENANTS THAT IT WILL NOT ASSERT (dWHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE) agrees that any actions or proceedings arising in connection with this Agreement or the transactions contemplated hereby shall be broughtANY RIGHT TO TRIAL BY JURY IN ANY ACTION ARISING IN WHOLE OR IN PART UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE CONTEMPLATED TRANSACTIONS, tried and determined only in the Court of Chancery of the State of Delaware (orWHETHER NOW EXISTING OR HEREAFTER ARISING, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matterAND WHETHER SOUNDING IN CONTRACT, any federal court within the State of Delaware); (e) waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same; and (f) agrees that it will not bring any action relating to this Agreement or the transactions contemplated hereby in any court other than the aforesaid courts. Each of ParentTORT OR OTHERWISE, Acquisition Sub and the Company agrees that a final judgment in any action or proceeding in such courts as provided above shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable lawAND AGREES THAT ANY OF THEM MAY FILE A COPY OF THIS PARAGRAPH WITH ANY COURT AS WRITTEN EVIDENCE OF THE KNOWING, VOLUNTARY AND BARGAINED-FOR AGREEMENT AMONG THE PARTIES IRREVOCABLY TO WAIVE ITS RIGHT TO TRIAL BY JURY IN ANY PROCEEDING WHATSOEVER BETWEEN THEM RELATING TO THIS AGREEMENT OR ANY OF THE CONTEMPLATED TRANSACTIONS WILL INSTEAD BE TRIED IN A COURT OF COMPETENT JURISDICTION BY A JUDGE SITTING WITHOUT A JURY.

Consent to Jurisdiction. Each of the parties hereto (a) to this Guaranty Agreement irrevocably consents submits to the service non-exclusive jurisdiction of the summons courts of the State of New York and complaint the courts of the United States of America located in the State of New York and agrees that any other process in any action legal action, suit or proceeding arising out of or relating to the transactions contemplated Guaranty Agreement may be brought against such party in any such courts. Final judgment against any party in any such action, suit or proceeding shall be conclusive and may be enforced in any other jurisdiction by this Agreementsuit on the judgment, for and on behalf a certified or exemplified copy of itself or any which shall be conclusive evidence of its properties or assetsthe judgment, in accordance with Section 11.2 or in such any other manner as may be permitted provided by applicable any Requirement of Law, and nothing . Nothing in this Section 11.9 21 shall affect the right of any party to commence legal proceedings or otherwise xxx any other party in any other appropriate jurisdiction, or concurrently in more than one jurisdiction, or to serve legal process, pleadings and other papers upon any other party in any manner authorized by any Requirement of Law of any such jurisdiction. Each of the parties to this Guaranty Agreement agrees that process served either personally or by registered mail shall, to the extent permitted by any Requirement of Law, constitute adequate service of process in any other manner such suit. Each of the parties to this Guaranty Agreement irrevocably waives to the fullest extent permitted by applicable any Requirement of Law; : (ba) irrevocably and unconditionally consents and submits itself and its properties and assets any objection which it may have now or in any action or proceeding the future to the exclusive jurisdiction laying of the Court of Chancery of the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware) in the event any dispute or controversy arises out of this Agreement or the transactions contemplated hereby, or for recognition and enforcement of any judgment in respect thereof; (c) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (d) agrees that any actions or proceedings arising in connection with this Agreement or the transactions contemplated hereby shall be brought, tried and determined only in the Court of Chancery of the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware); (e) waives any objection that it may now or hereafter have to the venue of any such action action, suit or proceeding in any court referred to in the first sentence above; (b) any claim that any such court or that such action action, suit or proceeding was has been brought in an inconvenient forum; (c) its right of removal of any matter commenced by any other party in the courts of the State of New York to any court and agrees not to plead of the United States of America; (d) any immunity which it or claim the sameits assets may have in respect of its obligations under any Guaranty Document from any suit, execution, attachment (whether provisional or final, in aid of execution, before judgment or otherwise) or other legal process; and (fe) agrees that any right it will not bring any action relating may have to this Agreement or require the transactions contemplated hereby moving party in any court other than the aforesaid courts. Each of Parentsuit, Acquisition Sub and the Company agrees that a final judgment in any action or proceeding brought in such any of the courts as provided referred to above shall be conclusive and may be enforced in other jurisdictions by suit on the judgment arising out of or in connection with the Guaranty Agreement to post security for the costs of any other manner provided by applicable lawparty or to post a bond or to take similar action.

Consent to Jurisdiction. Each of the parties hereto (a) irrevocably consents to the service of the summons and complaint and any other process in any action or proceeding relating to the transactions contemplated by this Agreement, for and on behalf of itself or any of its properties or assets, in accordance with Section 11.2 7.1 or in such other manner as may be permitted by applicable Law, and nothing in this Section 11.9 7.6 shall affect the right of any party to serve legal process in any other manner permitted by applicable Law; (b) irrevocably and unconditionally consents and submits itself and its properties and assets in any action or proceeding to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept or does not have jurisdiction over a particular matter, any federal or other state court sitting in New Castle County within the State of Delaware) in the event any dispute or controversy arises out of this Agreement or the transactions contemplated hereby, or for recognition and enforcement of any judgment in respect thereof; (c) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (d) agrees that any actions or proceedings arising in connection with this Agreement or the transactions contemplated hereby shall be brought, tried and determined only in the Court of Chancery of the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept or does not have jurisdiction over a particular matter, any federal or other state court sitting in New Castle County within the State of Delaware); (e) waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same; and (f) agrees that it will not bring any action relating to this Agreement or the transactions contemplated hereby in any court other than the aforesaid courts. Each of Parent, Acquisition Sub and the Company parties hereto agrees that a final judgment in any action or proceeding in such courts as provided above shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable lawLaw.

Consent to Jurisdiction. Each Any judicial proceeding brought against the Borrower with respect to any Loan Document Related Claim may be brought in any court of competent jurisdiction in The City of New York, and, by execution and delivery of this Agreement, the parties hereto Borrower (a) accepts, generally and unconditionally, the nonexclusive jurisdiction of such courts and any related appellate court and irrevocably consents agrees to be bound by any judgment rendered thereby in connection with any Loan Document Related Claim and (b) irrevocably waives any objection it may now or hereafter have as to the venue of any such proceeding brought in such a court or that such a court is an inconvenient forum. The Borrower hereby waives personal service of the summons process and complaint and any other consents that service of process in any action upon it may be made by certified or proceeding relating to the transactions contemplated by this Agreementregistered mail, for and on behalf of itself return receipt requested, at its address specified or any of its properties or assets, determined in accordance with Section 11.2 or in such other manner as may be permitted by applicable Lawthe provisions of Article XIII, and nothing service so made shall be deemed completed on the third Business Day after such service is deposited in this Section 11.9 the mail. Nothing herein shall affect the right of the Administrative Agent, any party Lender or any other Indemnified Person to serve legal process in any other manner permitted by applicable Law; (b) irrevocably and unconditionally consents and submits itself and its properties and assets in any action law or proceeding to shall limit the exclusive jurisdiction right of the Court Administrative Agent, the Syndication Agent, any Documentation Agent, any Lender or any other Indemnified Person to bring proceedings against the Borrower in the courts of Chancery of any other jurisdiction. Any judicial proceeding by the Borrower against the Administrative Agent or any Lender involving any Loan Document Related Claim shall be brought only in a court located in the City and State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware) in the event any dispute or controversy arises out of this Agreement or the transactions contemplated hereby, or for recognition and enforcement of any judgment in respect thereof; (c) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (d) agrees that any actions or proceedings arising in connection with this Agreement or the transactions contemplated hereby shall be brought, tried and determined only in the Court of Chancery of the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware); (e) waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same; and (f) agrees that it will not bring any action relating to this Agreement or the transactions contemplated hereby in any court other than the aforesaid courts. Each of Parent, Acquisition Sub and the Company agrees that a final judgment in any action or proceeding in such courts as provided above shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable lawNew York.

Consent to Jurisdiction. Each of the The parties hereto (a) hereby irrevocably consents submit to the service of the summons and complaint and any other process in any action or proceeding relating to the transactions contemplated by this Agreement, for and on behalf of itself or any of its properties or assets, in accordance with Section 11.2 or in such other manner as may be permitted by applicable Law, and nothing in this Section 11.9 shall affect the right of any party to serve legal process in any other manner permitted by applicable Law; (b) irrevocably and unconditionally consents and submits itself and its properties and assets in any action or proceeding to the non-exclusive jurisdiction of the Court of Chancery courts of the State of Delaware (or, only if New York and the Court of Chancery federal courts of the State United States of Delaware declines to accept jurisdiction America located in New York, and appropriate appellate courts therefrom, over a particular matter, any federal court within the State of Delaware) in the event any dispute or controversy arises arising out of or relating to this Agreement or any of the transactions contemplated hereby, or for recognition and enforcement of any judgment each party hereby irrevocably agrees that all claims in respect thereof; (c) agrees that it will not attempt to deny of such dispute or defeat such personal jurisdiction by motion or other request for leave from any such court; (d) agrees that any actions or proceedings arising in connection with this Agreement or the transactions contemplated hereby shall proceeding may be brought, tried heard and determined only in such courts. The parties hereby irrevocably waive, to the Court of Chancery of the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matterfullest extent permitted by applicable law, any federal court within the State of Delaware); (e) waives any objection that it which they may now or hereafter have to the laying of venue of any such action dispute arising out of or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same; and (f) agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated hereby brought in such court or any court other than defense of inconvenient forum for the aforesaid courtsmaintenance of such dispute. Each of Parent, Acquisition Sub and the Company parties hereto agrees that a final judgment in any action or proceeding in such courts as provided above shall be conclusive and dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable law. This consent to jurisdiction is being given solely for purposes of this Agreement and is not intended to, and shall not, confer consent to jurisdiction with respect to any other dispute in which a party to this Agreement may become involved. Each of the parties hereto hereby consents to process being served by any party to this Agreement in any suit, action, or proceeding of the nature specified in the paragraph above by the mailing of a copy thereof in the manner specified by Section 12(b). EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT.

Consent to Jurisdiction. Each of the parties hereto (a) irrevocably consents to the service of the summons and complaint and agrees that any other process in any legal action or proceeding arising out of or relating to the transactions contemplated this Agreement brought by this Agreement, for and on behalf of itself or any of its properties or assets, in accordance with Section 11.2 or in such other manner as may be permitted by applicable Law, and nothing in this Section 11.9 shall affect the right of any party to serve legal process in or its Affiliates against any other manner permitted by applicable Law; (b) irrevocably and unconditionally consents and submits itself and party or its properties and assets in any action or proceeding to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware) in the event any dispute or controversy arises out of this Agreement or the transactions contemplated hereby, or for recognition and enforcement of any judgment in respect thereof; (c) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (d) agrees that any actions or proceedings arising in connection with this Agreement or the transactions contemplated hereby Affiliates shall be brought, tried brought and determined only in the Court of Chancery of the State of Delaware (orDelaware, only provided, that if jurisdiction is not then available in the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matterDelaware, then any such legal action or proceeding may be brought in any federal court within located in the State of Delaware); (e) waives any objection that it may now or hereafter have . Each of the parties hereby irrevocably consent to the venue jurisdiction of the aforesaid courts for itself and with respect to its property, generally and unconditionally, with regard to any such action or proceeding arising out of or relating to this Agreement and the transactions contemplated hereby. Each of the parties agrees not to commence any action, suit or proceeding 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 or 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 action or proceeding was brought in an inconvenient court service is insufficient. Each of the parties hereby irrevocably and unconditionally waives, and agrees not to plead assert, by way of motion or claim the same; and (f) agrees that it will not bring as a defense, counterclaim or otherwise, in any action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby hereby, (a) any claim that it is not personally subject to the jurisdiction of the courts in Delaware as described herein for any reason, (b) that it or its property is exempt or immune from jurisdiction of any such court other than or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) that (i) the aforesaid courts. Each of Parentsuit, Acquisition Sub and the Company agrees that a final judgment in any action or proceeding in any such courts as provided above shall be conclusive and court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper or (iii) this Agreement, or the subject matter hereof, may not be enforced in other jurisdictions or by suit on the judgment or in any other manner provided by applicable lawsuch courts.

Consent to Jurisdiction. Each of the parties hereto (a) GENERICO and NEW ALPHA irrevocably consents to the service of the summons and complaint and agrees that any other process in any legal action or proceeding relating with respect to the transactions contemplated by this Agreement, for and on behalf of itself or any of its properties or assets, in accordance with Section 11.2 or in such other manner as may be permitted by applicable Law, and nothing in this Section 11.9 shall affect the right of any party to serve legal process in any other manner permitted by applicable Law; (b) irrevocably and unconditionally consents and submits itself and its properties and assets in any action or proceeding to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware) in the event any dispute or controversy arises out of this Agreement or the transactions contemplated hereby, any provision hereof, the breach, performance, validity or invalidity hereof or for recognition and enforcement of any judgment in respect thereof; (c) agrees that it will not attempt to deny hereof brought by another Party or defeat such personal jurisdiction by motion its successors or other request for leave from any such court; (d) agrees that any actions or proceedings arising in connection with this Agreement or the transactions contemplated hereby permitted assigns shall be brought, tried brought and determined only in the Court of Chancery of the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any federal or state court within located in the State of Delaware); , and each of GENERICO and NEW ALPHA hereby irrevocably submits with regard to any such action or proceeding for themselves and in respect to their property, generally and unconditionally, to the exclusive jurisdiction of the aforesaid courts. Each of GENERICO and NEW ALPHA hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement, the transactions contemplated hereby, any provision hereof or the breach, performance, enforcement, validity or invalidity hereof, (eA) waives any objection claim that it may now or hereafter have is not personally subject to the venue jurisdiction of the above-named courts for any reason other than the failure to lawfully serve process, (B) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (C) to the fullest extent permitted by applicable laws, that (i) the suit, action or proceeding in any such court or that such action or proceeding was is brought in an inconvenient court and agrees not to plead or claim forum, (ii) the same; and (f) agrees that it will not bring any action relating to this Agreement or the transactions contemplated hereby in any court other than the aforesaid courts. Each venue of Parentsuch suit, Acquisition Sub and the Company agrees that a final judgment in any action or proceeding in such courts as provided above shall be conclusive is improper and (iii) this Agreement, or the subject matter hereof, may not be enforced in other jurisdictions or by suit on the judgment or in any other manner provided by applicable lawsuch courts.

Consent to Jurisdiction. Each of the parties hereto parties: (ai) irrevocably consents to the service of the summons and complaint and any other process (whether inside or outside the territorial jurisdiction of the Chosen Courts) in any action or proceeding Legal Proceeding relating to the transactions contemplated by this Agreement, for and on behalf of itself or any of its properties or assets, in accordance with Section 11.2 6.2 or in such other manner as may be permitted by applicable Lawlaw, and nothing in this Section 11.9 shall 6.8 will affect the right of any party to serve legal process in any other manner permitted by applicable Lawlaw; (bii) irrevocably and unconditionally consents and submits itself and its properties and assets in any action or proceeding Legal Proceeding to the exclusive general jurisdiction of the Court of Chancery of the State of Delaware and any state appellate court therefrom within the State of Delaware (or, only solely if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any other state or federal court within the State of Delaware) (the “Chosen Courts”) in the event of any dispute or controversy arises relating to or arising out of this Agreement or the transactions contemplated hereby, hereby or for recognition and enforcement of any judgment in respect thereofthereby; (ciii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (div) agrees that any actions Legal Proceeding relating to or proceedings arising in connection with out of this Agreement or the transactions contemplated hereby shall or thereby will be brought, tried and determined only in the Court of Chancery of the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware)Chosen Courts; (ev) waives any objection that it may now or hereafter have to the venue of any such action or proceeding Legal Proceeding in any such court the Chosen Courts or that such action or proceeding Legal Proceeding was brought in an inconvenient court and agrees not to plead or claim the same; and (fvi) agrees that it will not bring any action Legal Proceeding relating to or arising out of this Agreement or the transactions contemplated hereby or thereby in any court other than the aforesaid courtsChosen Courts unless the Chosen Courts issue a final judgment determining that such court lacks jurisdiction. Each of Parent, Acquisition Sub Stockholder and the Company agrees that a final judgment and any interim relief (whether equitable or otherwise) in any action or proceeding Legal Proceeding in such courts as provided above shall the Chosen Courts will be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable law.

Consent to Jurisdiction. Each of the parties agrees that all actions, suits or proceedings arising out of or based upon this Agreement or the subject matter hereof shall be brought and maintained exclusively in the federal and state courts of the State of New York located in the Borough of Manhattan in New York City. Each of the parties hereto by execution hereof (ai) hereby irrevocably consents submits to the service of the summons and complaint and any other process in any action or proceeding relating to the transactions contemplated by this Agreement, for and on behalf of itself or any of its properties or assets, in accordance with Section 11.2 or in such other manner as may be permitted by applicable Law, and nothing in this Section 11.9 shall affect the right of any party to serve legal process in any other manner permitted by applicable Law; (b) irrevocably and unconditionally consents and submits itself and its properties and assets in any action or proceeding to the exclusive jurisdiction of the Court above-named courts for the purpose of Chancery of the State of Delaware (orany action, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware) in the event any dispute suit or controversy arises proceeding arising out of or based upon this Agreement or the transactions contemplated herebysubject matter hereof and (ii) hereby waives to the extent not prohibited by applicable law, and agrees not to assert, by way of motion, as a defense or otherwise, in any such action, suit or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that it is immune from extraterritorial injunctive relief or other injunctive relief, that its property is exempt or immune from attachment or execution, that any such action, suit or proceeding may not be brought or maintained in one of the above-named courts, that any such action, suit or proceeding brought or maintained in one of the above-named courts should be dismissed on grounds of FORUM NON CONVENIENS, should be transferred to any court other than one of the above-named courts, should be stayed by virtue of the pendency of any other action, suit or proceeding in any court other than one of the above-named courts, or for recognition and enforcement of any judgment in respect thereof; (c) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (d) agrees that any actions or proceedings arising in connection with this Agreement or the transactions contemplated hereby shall subject matter hereof may not be brought, tried and determined only enforced in the Court of Chancery or by any of the State of Delaware (or, only if the Court of Chancery above-named courts. Each of the State parties hereto hereby consents to service of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware); (e) waives any objection that it may now or hereafter have to the venue of process in any such suit, action or proceeding in any such court manner permitted by the laws of the State of New York, agrees that service of process by registered or that such action certified mail, return receipt requested, at the address specified in or proceeding was brought in an inconvenient court pursuant to Section 9 is reasonably calculated to give actual notice and waives and agrees not to plead assert by way of motion, as a defense or otherwise, in any such action, suit or proceeding any claim that service of process made in accordance with Section 9 does not constitute good and sufficient service of process. The provisions of this Section 7(b) shall not restrict the same; and (f) agrees that it will not bring ability of any action relating party to this Agreement or the transactions contemplated hereby enforce in any court other than any judgment obtained in one of the aforesaid above-named courts. Each of Parent, Acquisition Sub and the Company agrees that a final judgment in any action or proceeding in such courts as provided above shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable law.

Consent to Jurisdiction. Each of the parties hereto (a) Parties irrevocably consents to the service of the summons and complaint and unconditionally agrees that any other process in any legal action or proceeding relating with respect to the transactions contemplated by this Agreement, for and on behalf of itself or any of its properties or assets, in accordance with Section 11.2 or in such other manner as may be permitted by applicable Law, and nothing in this Section 11.9 shall affect the right of any party to serve legal process in any other manner permitted by applicable Law; (b) irrevocably and unconditionally consents and submits itself and its properties and assets in any action or proceeding to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware) in the event any dispute or controversy arises out of this Agreement or any Ancillary Agreement and the transactions contemplated herebyrights and obligations arising hereunder or thereunder, or for recognition and enforcement of any judgment in respect thereof; (c) of this Agreement or any Ancillary Agreement and the rights and obligations arising hereunder or thereunder brought by the other Party hereto or its successors or assigns, shall be brought and determined exclusively in the United States District Court for the Southern District of New York, or, if United States federal jurisdiction is unavailable, in the Supreme Court of the State of New York, New York County. Each of the Parties hereby irrevocably submits and shall cause the members of its Group to submit with regard to any such action or proceeding for itself or for the members of its Group and in respect of its property or the property of the members of its Group, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (d) agrees that any actions or proceedings arising in connection with this Agreement or and shall cause the transactions contemplated hereby shall be brought, tried and determined only in the Court members of Chancery of the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware); (e) waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees its Group not to plead or claim the same; and (f) agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated hereby by this Agreement or any Ancillary Agreement in any court other than the aforesaid courts. Each of Parentthe Parties hereby irrevocably waives, Acquisition Sub and agrees not to assert, and shall cause the Company agrees that members of its Group to waive and not to assert by way of motion, as a final judgment defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement or any Ancillary Agreement, (a) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve in accordance with this Section 11.19, (b) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts as provided above shall be conclusive (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to the fullest extent permitted by the applicable Law, any claim that (i) the suit, action or proceeding in such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper or (iii) this Agreement or any Ancillary Agreement, or the subject matter hereof, may not be enforced in other jurisdictions or by suit on the judgment or in any other manner provided by applicable lawsuch courts.

Consent to Jurisdiction. Each of the parties hereto (a) to this Agreement irrevocably consents submits to the service non-exclusive jurisdiction of the summons courts of the State of New York and complaint the courts of the United States located in New York, New York and agrees that any other process in any action legal action, suit or proceeding arising out of or relating to the transactions contemplated by this Agreement, for and on behalf of itself Agreement or any of its properties the other Credit Documents may be brought against such party in any such courts. Final judgment against any party in any such action, suit or assetsproceeding shall be conclusive and may be enforced in any other jurisdiction by suit on the judgment, in accordance with Section 11.2 a certified or exemplified copy of which shall be conclusive evidence of the judgment, or in such any other manner as may be permitted provided by applicable Law, and nothing law. Nothing in this Section 11.9 8.12 shall affect the right of any party to commence legal proceedings or otherwise xxx any other party in any other appropriate jurisdiction, or concurrently in more than one jurisdiction, or to serve legal process, pleadings and other papers upon any other party in any manner authorized by the laws of any such jurisdiction. The Borrower agrees that process served either personally or by registered mail shall, to the extent permitted by law, constitutes adequate service of process in any other manner such suit. Each of the parties to this Agreement irrevocably waives to the fullest extent permitted by applicable LawGovernmental Rules (a) any objection which it may have now or in the future to the laying of the venue of any such action, suit or proceeding in any court referred to in the first sentence above; (b) irrevocably and unconditionally consents and submits itself and its properties and assets in any action claim that any such action, suit or proceeding to has been brought in an inconvenient forum; (c) its right of removal of any matter commenced by any other party in the exclusive jurisdiction of the Court of Chancery courts of the State of Delaware (or, only if the Court of Chancery New York to any court of the State of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware) in the event any dispute or controversy arises out of this Agreement or the transactions contemplated hereby, or for recognition and enforcement of any judgment in respect thereof; (c) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such courtUnited States; (d) agrees that any actions immunity which it or proceedings its assets may have in respect of its obligations under this Agreement or any other Credit Document from any suit, execution, attachment (whether provisional or final, in aid of execution, before judgment or otherwise) or other legal process; and (e) any right it may have to require the moving party in any suit, action or proceeding brought in any of the courts referred to above arising out of or in connection with this Agreement or any other Credit Document to post security for the transactions contemplated hereby shall be brought, tried and determined only in the Court of Chancery of the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware); (e) waives any objection that it may now or hereafter have to the venue costs of any such action party or proceeding in any such court to post a bond or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same; and (f) agrees that it will not bring any action relating to this Agreement or the transactions contemplated hereby in any court other than the aforesaid courts. Each of Parent, Acquisition Sub and the Company agrees that a final judgment in any action or proceeding in such courts as provided above shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable lawtake similar action.

Consent to Jurisdiction. Each of the parties hereto Party irrevocably agrees and consents (a) irrevocably consents to the service of the summons and complaint and any other process in any action or proceeding relating to the transactions contemplated by this Agreement, for and on behalf of submit itself or any of its properties or assets, in accordance with Section 11.2 or in such other manner as may be permitted by applicable Law, and nothing in this Section 11.9 shall affect the right of any party to serve legal process in any other manner permitted by applicable Law; (b) irrevocably and unconditionally consents and submits itself and its properties and assets in any action or proceeding to the exclusive jurisdiction of the Circuit Court for Baltimore City (Maryland), and to request assignment to the Business and Technology Case Management Program (the “Maryland Court”) for the purpose of Chancery of the State of Delaware any Action (orwhether based on contract, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular mattertort or otherwise), any federal court within the State of Delaware) in the event any dispute directly or controversy arises indirectly, arising out of or relating to this Agreement or the transactions contemplated herebyby this Agreement or the actions of the Parties in the negotiation, or for recognition administration, performance and enforcement of any judgment in respect thereof; this Agreement, (cb) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; , (dc) agrees that any actions or proceedings arising in connection with this Agreement or the transactions contemplated hereby shall be brought, tried and determined only in the Court of Chancery of the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware); (e) it waives any objection that it may now or hereafter have to the laying of venue of any such action or proceeding Action in any such court or that such action or proceeding was brought in an inconvenient court the Maryland Court and agrees not to plead or claim in the same; and Maryland Court that such litigation brought therein has been brought in any inconvenient forum, (fd) agrees that it will not bring any action Action relating to this Agreement or the transactions contemplated hereby by this Agreement or the actions of the parties hereto in the negotiation, administration, performance and enforcement of this Agreement in any court other than the aforesaid courts. Each of ParentMaryland Court, Acquisition Sub and the Company agrees (e) that a final judgment in any action or proceeding in such courts as provided above Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable lawLaw. Each Party hereby irrevocably and unconditionally agrees to request and/or consent to the assignment of any Action to the Maryland Court’s Business and Technology Case Management Program. Nothing in this Agreement shall limit or affect the rights of any Party to pursue appeals from any judgments or order of the Maryland Court as provided by Law. Each Party agrees, (x) to the extent such Party is not otherwise subject to service of process in the State of Maryland, to appoint and maintain an agent in the State of Maryland as such Party’s agent for acceptance of legal process, and (y) that service of process may also be made on such Party by prepaid certified mail with a proof of mailing receipt validated by the United States Postal Service constituting evidence of valid service. Service made pursuant to clauses (x) or (y) above shall have the same legal force and effect as if served upon such Party personally within the State of Maryland.

Consent to Jurisdiction. (a) Each of the parties hereto hereby irrevocably submits to the exclusive jurisdiction of the courts of the State of Maryland and to the jurisdiction of the United States District Court for the State of Maryland, for the purpose of any Action (whether based on contract, tort or otherwise), directly or indirectly, arising out of or relating to this Agreement or the actions of the parties hereto in the negotiation, administration, performance and enforcement thereof, and each of the parties hereto hereby irrevocably agrees that all claims in respect to such Action may be heard and determined exclusively in any Maryland state or federal court. (b) Each of the parties hereto (ai) irrevocably consents to the service of the summons and complaint and any other process in any action or proceeding other Action relating to the transactions contemplated by this Agreement, for and on behalf of itself or any its property, by personal delivery of its properties or assets, in accordance with Section 11.2 or in copies of such other manner as may be permitted by applicable Law, process to such party and nothing in this Section 11.9 16 shall affect the right of any party to serve legal process in any other manner permitted by applicable Law; , (bii) irrevocably and unconditionally consents and submits to submit itself and its properties and assets in any action or proceeding to the exclusive personal jurisdiction of the Court of Chancery of any United States federal court located in the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, Maryland or any federal Maryland state court within the State of Delaware) in the event any dispute or controversy arises out of this Agreement or the transactions contemplated herebyby this Agreement, or for recognition and enforcement of any judgment in respect thereof; (ciii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (d) agrees that any actions or proceedings arising in connection with this Agreement or the transactions contemplated hereby shall be brought, tried and determined only in the Court of Chancery of the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware); (e) waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same; and (fiv) agrees that it will not bring any action Action relating to this Agreement or the transactions contemplated hereby by this Agreement in any court other than any United States federal court located in the aforesaid courtsState of Maryland or any Maryland state court. Each of Parent, Acquisition Sub the Stockholders and the Company Parent agrees that a final judgment in any action or proceeding in such courts as provided above Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable lawLaw.

Consent to Jurisdiction. Each of the parties hereto (a) irrevocably consents to the service of the summons and complaint and Peru agrees that any other process in any suit, action or proceeding relating against it or its properties, assets or revenues with respect to this Agreement (a “Related Proceeding”) shall be brought exclusively in the transactions contemplated by this Agreement, for and on behalf of itself or any of its properties or assets, in accordance with Section 11.2 or in such other manner as may be permitted by applicable Law, and nothing in this Section 11.9 shall affect the right of any party to serve legal process in any other manner permitted by applicable Law; (b) irrevocably and unconditionally consents and submits itself and its properties and assets in any action or proceeding to the exclusive jurisdiction of the Court of Chancery courts of the State of Delaware (or, only if New York or the United States District Court of Chancery the Southern District of New York (the State of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware) in the event any dispute or controversy arises out of this Agreement or the transactions contemplated hereby, or for recognition and enforcement of any judgment in respect thereof; (c) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (d) “Specified Courts”). Peru also agrees that any actions or proceedings arising in connection with this Agreement or the transactions contemplated hereby shall be brought, tried and determined only judgment obtained in the Court of Chancery of the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware); (e) waives any objection that it may now or hereafter have to the venue Specified Courts arising out of any such action Related Proceeding may be enforced or proceeding executed in any other court of competent jurisdiction whatsoever, and any judgment obtained in any such other court as a result of such enforcement or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same; and (f) agrees that it will not bring any action relating to this Agreement or the transactions contemplated hereby in any court other than the aforesaid courts. Each of Parent, Acquisition Sub and the Company agrees that a final judgment in any action or proceeding in such courts as provided above shall be conclusive and execution may be enforced or executed in any such other jurisdictions court of competent jurisdiction (all such courts other than Specified Courts being called herein “Other Courts”), by means of a suit on the judgment or in any other manner provided by law; provided, however, that, in respect of such enforcement or execution by Peruvian courts of any such judgment ordering any payment by Peru, such payment is included in the Budget Law corresponding to the fiscal year on which such payment is to be due (but Peru will use its best efforts to cause such payment to be included in such Budget Law). Peru hereby irrevocably submits to the exclusive jurisdiction of the Specified Courts for the purpose of any Related Proceeding and, solely for the purpose of enforcing or executing any judgment referred to in the preceding sentence (a “Related Judgment”), of the Specified Courts and each Other Court. (b) Peru agrees that service of all writs, process and summonses in any Related Proceeding or any suit, action or proceeding to enforce or execute any Related Judgment brought against it in the State of New York may be made upon CT Corporation, presently located at 000 Xxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx, as its authorized agent (the “Process Agent”), and Peru irrevocably appoints the Process Agent as its agent to accept such service of any and all such writs, process and summonses, and agrees that the failure of the Process Agent to give any notice to it of any such service of process shall not impair or affect the validity of such service or of any judgment based thereon. Peru agrees to maintain at all times an agent with offices in New York to act as its Process Agent. Nothing herein shall in any way be deemed to limit the ability to serve any such writs, process or summonses in any other manner permitted by applicable law. (c) Peru irrevocably consents to and waives any objection which it may now or hereafter have to the laying of venue of any Related Proceeding brought in the Specified Courts or to the laying of venue of any suit, action or proceeding brought solely for the purpose of enforcing or executing any Related Judgment in the Specified Courts or Other Courts, and further irrevocably waives, to the fullest extent it may effectively do so, the defense of an inconvenient forum to the maintenance of any Related Proceeding or any such suit, action or proceeding in any such court. (d) To the extent that Peru or any of its revenues, assets or properties shall be entitled, with respect to any Related Proceeding at any time brought against Peru or any of its revenues, assets or properties, or with respect to any suit, action or proceeding at any time brought solely for the purpose of enforcing or executing any Related Judgment in the Specified Courts or in any jurisdiction in which any Other Court is located, to any immunity from suit, from the jurisdiction of any such court, from attachment prior to judgment, from attachment in aid of execution of judgment, from execution of a judgment or from any other legal or judicial process or remedy, and to the extent that in any such jurisdiction there shall be attributed such an immunity, Peru irrevocably agrees not to claim and irrevocably waives such immunity to the fullest extent permitted by the laws of such jurisdiction (including, without limitation, the Foreign Sovereign Immunities Act of 1976 of the United States; provided, however, that Peru hereby reserves the right to plead sovereign immunity under the United States Foreign Sovereign Immunities Act of 1976 with respect to actions brought against it under the United States securities laws or any state securities laws) and consents generally for the purposes of the State Immunity Act of 1978 of the United Kingdom to the giving of any relief or the issue of any process in connection with any Related Proceeding or Related Judgment; provided, however that Peru reserves the right to plead sovereign immunity with respect to actions brought against it under the United Kingdom securities laws. In addition, to the extent that Peru or any of its revenues, assets or properties shall be entitled, in any jurisdiction, to any immunity from setoff, banker’s lien or any similar right or remedy, and to the extent that there shall be attributed, in any jurisdiction, such an immunity, Peru hereby irrevocably agrees not to claim, other than the securities laws of such jurisdictions, and irrevocably waives such immunity to the fullest extent permitted by the laws of such jurisdiction with respect to any claim, suit, action, proceeding, right or remedy arising out of or in connection with the Agreement. (e) The submission to jurisdiction and the waiver of immunity by Peru contained herein is for the exclusive benefit of you (and your affiliates referred to in Section 10 above) and shall not extend to any other persons.

Consent to Jurisdiction. Each of the parties agrees that all actions, suits or proceedings arising out of or based upon this Agreement or the subject matter hereof shall be brought and maintained exclusively in the federal and state courts of the State of Utah. Each of the parties hereto by execution hereof (ai) hereby irrevocably consents submits to the service of the summons and complaint and any other process in any action or proceeding relating to the transactions contemplated by this Agreement, for and on behalf of itself or any of its properties or assets, in accordance with Section 11.2 or in such other manner as may be permitted by applicable Law, and nothing in this Section 11.9 shall affect the right of any party to serve legal process in any other manner permitted by applicable Law; (b) irrevocably and unconditionally consents and submits itself and its properties and assets in any action or proceeding to the exclusive jurisdiction of the Court of Chancery of federal and state courts in the State of Delaware (orUtah for the purpose of any action, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware) in the event any dispute suit or controversy arises proceeding arising out of or based upon this Agreement or the transactions contemplated herebysubject matter hereof and (ii) hereby waives to the extent not prohibited by applicable law, and agrees not to assert, by way of motion, as a defense or otherwise, in any such action, suit or proceeding, any claim that such party is not subject personally to the jurisdiction of the above-named courts, that it or he is immune from extraterritorial injunctive relief or other injunctive relief, that its or his property is exempt or immune from attachment or execution, that any such action, suit or proceeding may not be brought or maintained in one of the above-named courts, that any such action, suit or proceeding brought or maintained in one of the above-named courts should be dismissed on grounds of forum non conveniens, should be transferred to any court other than one of the above-named courts, should be stayed by virtue of the pendency of any other action, suit or proceeding in any court other than one of the above-named courts, or for recognition and enforcement of any judgment in respect thereof; (c) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (d) agrees that any actions or proceedings arising in connection with this Agreement or the transactions contemplated hereby shall subject matter hereof may not be brought, tried and determined only enforced in the Court of Chancery or by any of the State of Delaware (or, only if the Court of Chancery above-named courts. Each of the State parties hereto hereby consents to service of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware); (e) waives any objection that it may now or hereafter have to the venue of process in any such suit, action or proceeding in any such court manner permitted by the laws of the State of Utah, agrees that service of process by registered or that such action certified mail, return receipt requested, at the address specified in or proceeding was brought in an inconvenient court pursuant to Section 9 is reasonably calculated to give actual notice and waives and agrees not to plead assert by way of motion, as a defense or otherwise, in any such action, suit or proceeding any claim that service of process made in accordance with Section 9 does not constitute good and sufficient service of process. The provisions of this Section 7(b) shall not restrict the same; and (f) agrees that it will not bring ability of any action relating party to this Agreement or the transactions contemplated hereby enforce in any court other than any judgment obtained in a federal or state court of the aforesaid courts. Each State of Parent, Acquisition Sub and the Company agrees that a final judgment in any action or proceeding in such courts as provided above shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable lawUtah.

Consent to Jurisdiction. Each of the parties hereto (a) irrevocably consents to the service of the summons and complaint and any other process in any action or proceeding relating to the transactions contemplated by this Agreement, for and on behalf of itself or any of its properties or assets, in accordance with Section 11.2 10.2 or in such other manner as may be permitted by applicable Law, and nothing in this Section 11.9 10.10 shall affect the right of any party to serve legal process in any other manner permitted by applicable Law; (b) irrevocably and unconditionally consents and submits itself and its properties and assets in any action or proceeding to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept or does not have jurisdiction over a particular matter, any federal or other state court sitting in New Castle County within the State of Delaware) in the event any dispute or controversy arises out of this Agreement or the transactions contemplated hereby, or for recognition and enforcement of any judgment in respect thereof; (c) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (d) agrees that any actions or proceedings arising in connection with this Agreement or the transactions contemplated hereby shall be brought, tried and determined only in the Court of Chancery of the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept or does not have jurisdiction over a particular matter, any federal or other state court sitting in New Castle County within the State of Delaware); (e) waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same; and (f) agrees that it will not bring any action relating to this Agreement or the transactions contemplated hereby in any court other than the aforesaid courts. Each of Parent, Acquisition Merger Sub and the Company agrees that a final judgment in any action or proceeding in such courts as provided above shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable lawLaw.

Consent to Jurisdiction. Each By execution and delivery of this Agreement, the parties hereto Borrower irrevocably and unconditionally: (a) irrevocably consents to the service of the summons submits for itself and complaint and any other process its property in any legal action or proceeding relating to the transactions contemplated by this Agreement, for and on behalf against it arising out of itself or any of its properties or assets, in accordance with Section 11.2 or in such other manner as may be permitted by applicable Law, and nothing in this Section 11.9 shall affect the right of any party to serve legal process in any other manner permitted by applicable Law; (b) irrevocably and unconditionally consents and submits itself and its properties and assets in any action or proceeding to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware) in the event any dispute or controversy arises out of connection with this Agreement or the transactions contemplated herebyany other Loan Document, or for recognition and enforcement of any judgment in respect thereof; , to the non-exclusive general jurisdiction of (ci) agrees that the courts of the United States of America for the District of Columbia, (ii) the courts of the United States of America in and for the Southern District of New York, (iii) any other federal court of competent jurisdiction in any other jurisdiction where it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave any of its property may be found, and (iv) appellate courts from any such court; of the foregoing; (db) agrees consents that any actions such action or proceedings arising proceeding may be brought in connection with this Agreement or the transactions contemplated hereby shall be broughtremoved to such courts, tried and determined only in the Court of Chancery of the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware); (e) waives any objection objection, or right to stay or dismiss any action or proceeding, that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same; and ; (fc) agrees that, to the extent not prohibited by Governmental Rule, service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to the Borrower at its address set forth in Schedule 10.1 or at such other address of which DOE shall have been notified pursuant thereto; (d) agrees that it will not bring nothing herein shall (i) affect the right of any action relating Secured Party to this Agreement or the transactions contemplated hereby effect service of process in any other manner permitted by law or (ii) limit the right of any Secured Party to commence proceedings against or otherwise xxx the Borrower or any other Person in any other court of competent jurisdiction nor shall the commencement of proceedings in any one or more jurisdictions preclude the commencement of proceedings in any other than jurisdiction (whether concurrently or not) if, and to the aforesaid courts. Each of Parentextent, Acquisition Sub and permitted by the Company Governmental Rules; and (e) agrees that a final judgment against it in any such action or proceeding in such courts as provided above shall be conclusive and may be enforced in any other jurisdictions jurisdiction within or without the U.S. by suit on the judgment or in any other manner otherwise as provided by applicable law, a certified or exemplified copy of which judgment shall be conclusive evidence of the fact and amount of the Borrower’s obligation.

Consent to Jurisdiction. Each of the parties hereto (a) to this Agreement irrevocably consents submits to the service non-exclusive jurisdiction of the summons courts of the State of Nevada and complaint the courts of the United States located in Nevada and agrees that any other process in any action legal action, suit or proceeding arising out of or relating to the transactions contemplated by this Agreement, for and on behalf of itself Agreement or any of its properties the other Loan Documents may be brought against such party in any such courts. In addition, the Borrowers irrevocably submit to the non-exclusive jurisdiction of the courts of any State (each a “Real Property State”) where any real property described in any Real Property Security Agreement is located and the courts of the United States located in any such Real Property State and agrees that any legal action, suit or assetsproceeding arising out of or relating to any Real Property Security Agreement related to real property located in a Real Property State may be brought against such party in any such courts in such Real Property State. Final judgment against any party in any such action, suit or proceeding shall be conclusive and may be enforced in accordance with Section 11.2 any other jurisdiction by suit on the judgment, a certified or exemplified copy of which shall be conclusive evidence of the judgment, or in such any other manner as may be permitted provided by applicable Law, and nothing law. Nothing in this Section 11.9 8.12 shall affect the right of any party to commence legal proceedings or otherwise xxx any other party in any other appropriate jurisdiction, or concurrently in more than one jurisdiction, or to serve legal process, pleadings and other papers upon any other party in any manner authorized by the laws of any such jurisdiction. The Borrowers agree that process served either personally or by registered mail shall, to the extent permitted by law, constitutes adequate service of process in any other manner such suit. Each of the parties to this Agreement irrevocably waives to the fullest extent permitted by applicable LawGovernmental Rules (a) any objection which it may have now or in the future to the laying of the venue of any such action, suit or proceeding in any court referred to in the first sentence above; (b) irrevocably and unconditionally consents and submits itself and its properties and assets in any action claim that any such action, suit or proceeding to has been brought in an inconvenient forum; (c) its right of removal of any matter commenced by any other party in the exclusive jurisdiction of the Court of Chancery courts of the State of Delaware (or, only if the Court of Chancery Nevada or any Real Property State or to any court of the State of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware) in the event any dispute or controversy arises out of this Agreement or the transactions contemplated hereby, or for recognition and enforcement of any judgment in respect thereof; (c) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such courtUnited States; (d) agrees that any actions immunity which it or proceedings its assets may have in respect of its obligations under this Agreement or any other Loan Document from any suit, execution, attachment (whether provisional or final, in aid of execution, before judgment or otherwise) or other legal process; and (e) any right it may have to require the moving party in any suit, action or proceeding brought in any of the courts referred to above arising out of or in connection with this Agreement or any other Loan Document to post security for the transactions contemplated hereby shall be brought, tried and determined only in the Court of Chancery of the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware); (e) waives any objection that it may now or hereafter have to the venue costs of any such action party or proceeding in any such court to post a bond or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same; and (f) agrees that it will not bring any action relating to this Agreement or the transactions contemplated hereby in any court other than the aforesaid courts. Each of Parent, Acquisition Sub and the Company agrees that a final judgment in any action or proceeding in such courts as provided above shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable lawtake similar action.

Consent to Jurisdiction. Each of the parties hereto (ai) irrevocably consents to the service of the summons and complaint and any other process (whether inside or outside the territorial jurisdiction of the Chosen Courts) in any action or proceeding Legal Proceeding relating to this Agreement and the transactions contemplated by this Agreement, for and on behalf of itself itself, himself or herself or any of its its, his or her properties or assets, in accordance with Section 11.2 6.4 or in such other manner as may be permitted by applicable Law, and but nothing in this Section 11.9 shall 6.13 will affect the right of any party to serve legal process in any other manner permitted by applicable Law; (bii) irrevocably and unconditionally consents and submits itself itself, himself or herself and its its, his or her properties and assets in any action or proceeding Legal Proceeding to the exclusive general jurisdiction of the Court of Chancery of the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware) Chosen Courts in the event that any dispute or controversy arises out of this Agreement or and the transactions contemplated hereby, or for recognition and enforcement of any judgment in respect thereofby this Agreement; (ciii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such courtChosen Court; (div) agrees that any actions or proceedings Legal Proceeding arising in connection with this Agreement or and the transactions contemplated hereby shall by this Agreement will be brought, tried and determined only in the Court of Chancery of the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware)Chosen Courts; (ev) waives any objection that it may now or hereafter have to the venue of any such action or proceeding Legal Proceeding in any such court the Chosen Courts or that such action or proceeding Legal Proceeding was brought in an inconvenient court and agrees not to plead or claim the same; and (fvi) agrees that it will not bring any action Legal Proceeding relating to this Agreement or and the transactions contemplated hereby by this Agreement in any court other than the aforesaid courtsChosen Courts. Each of Parent, Acquisition Sub Parent and the Company Stockholders agrees that a final judgment in any action or proceeding Legal Proceeding in such courts as provided above shall the Chosen Courts will be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable lawLaw.

Consent to Jurisdiction. Each of the parties hereto party to this Agreement, by its execution hereof, (a) hereby irrevocably consents to the service of the summons and complaint and any other process in any action or proceeding relating to the transactions contemplated by this Agreement, for and on behalf of itself or any of its properties or assets, in accordance with Section 11.2 or in such other manner as may be permitted by applicable Law, and nothing in this Section 11.9 shall affect the right of any party to serve legal process in any other manner permitted by applicable Law; (b) irrevocably and unconditionally consents and submits itself and its properties and assets in any action or proceeding to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware) in the event any dispute or controversy arises out of this Agreement or the transactions contemplated hereby, or for recognition and enforcement of any judgment in respect thereof; (c) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (d) agrees that any actions action, suit or proceedings proceeding arising in connection with any disagreement, dispute, controversy or claim, in whole or in part, arising out of, related to, based upon or in connection with this Agreement or the transactions contemplated hereby subject matter hereof shall be brought, tried and determined brought only in the Court courts of Chancery the State Courts of the State of Delaware (orNew York, only if New York County or the United States District Court of Chancery of located in the State of Delaware declines New York, New York County, (b) hereby waives to accept jurisdiction over the extent not prohibited by applicable Law, and agrees not to assert, by way of motion, as a particular matterdefense or otherwise, in any such action, any federal court within the State of Delaware); (e) waives any objection claim that it may now or hereafter have is not subject personally to the venue jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that any such action brought in one of the above-named courts should be dismissed on grounds of forum non conveniens, should be transferred to any court other than one of the above-named courts, or should be stayed by reason of the pendency of some other proceeding in any other court other than one of the above-named courts, or that this Agreement or the subject matter hereof may not be enforced in or by such court and (c) hereby agrees not to commence any such action other than before one of the above-named courts nor to make any motion or take any other action seeking or intending to cause the transfer or removal of any such action to any court other than one of the above-named courts whether on the grounds of forum non conveniens or proceeding otherwise. Each party hereby (i) consents to service of process in any such court action in any manner permitted by New York law, (ii) agrees that service of process made in accordance with clause (i) or that made by registered or certified mail, return receipt requested, at its address specified pursuant to Section 6.3, shall constitute good and valid service of process in any such action or proceeding was brought in an inconvenient court action, and (iii) waives and agrees not to plead assert (by way of motion, as a defense, or claim the same; and (fotherwise) agrees that it will not bring any action relating to this Agreement or the transactions contemplated hereby in any court other than the aforesaid courts. Each such action any claim that service of Parent, Acquisition Sub process made in accordance with clause (i) or (ii) does not constitute good and the Company agrees that a final judgment in any action or proceeding in such courts as provided above shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable lawvalid service of process.

Consent to Jurisdiction. Each of the parties hereto Parties: (a) irrevocably consents to the service of the summons and complaint and any other process (whether inside or outside the territorial jurisdiction of the Chosen Courts) in any action or proceeding Legal Proceeding relating to the transactions contemplated by this AgreementTransaction, for and on behalf of itself or any of its properties or assets, in accordance with Section 11.2 10.1 or in such other manner as may be permitted by applicable Law, and nothing in this Section 11.9 shall 10.10 will affect the right of any party Party to serve legal process in any other manner permitted by applicable Law; (b) irrevocably and unconditionally consents and submits itself and its properties and assets in any action or proceeding Legal Proceeding to the exclusive general jurisdiction of the Court of Chancery of the State of Delaware and any state appellate court therefrom within the State of Delaware (or, only solely if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any other state or federal court within the State of Delaware) (the “Chosen Courts”) in the event of any dispute or controversy arises relating to or arising out of this Agreement or the transactions contemplated hereby, hereby or for recognition and enforcement of any judgment in respect thereofthereby; (c) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (d) agrees that any actions Legal Proceeding relating to or proceedings arising in connection with out of this Agreement or the transactions contemplated hereby shall or thereby will be brought, tried and determined only in the Court of Chancery of the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware)Chosen Courts; (e) waives any objection that it may now or hereafter have to the venue of any such action or proceeding Legal Proceeding in any such court the Chosen Courts or that such action or proceeding Legal Proceeding was brought in an inconvenient court and agrees not to plead or claim the same; and (f) agrees that it will not bring any action Legal Proceeding relating to or arising out of this Agreement or the transactions contemplated hereby or thereby in any court other than the aforesaid courtsChosen Courts unless the Chosen Courts issue a final judgment determining that such court lacks jurisdiction. Each of Parent, Acquisition Sub The Purchaser and the Company agrees agree that a final judgment and any interim relief (whether equitable or otherwise) in any action or proceeding Legal Proceeding in such courts as provided above shall the Chosen Courts will be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable lawLaw.

Consent to Jurisdiction. (a) Each of the parties hereto (a) hereby irrevocably and unconditionally agrees that it will not commence any action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, against any party hereto or any Related Party of the foregoing in any way relating to this Agreement or any other Loan Document or the transactions relating hereto or thereto, in any forum other than the courts of the State of New York sitting in New York County, and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, and each of the parties hereto irrevocably and unconditionally submits to the jurisdiction of such courts and agrees that all claims in respect of any such action, litigation or proceeding may be heard and determined in such New York State court or, to the fullest extent permitted by applicable Law, in such federal court. Each of the parties hereby irrevocably agrees, to the fullest extent each may effectively do so, that each will not assert any defense that such courts do not have subject matter or personal jurisdiction of such action or proceeding or over any party hereto. Each of the parties hereby irrevocably consents to the service of copies of the summons and complaint and any other process in any action or proceeding relating to the transactions contemplated by this Agreement, for and on behalf of itself or any of its properties or assets, in accordance with Section 11.2 or in such other manner as which may be permitted by applicable Law, and nothing served in this Section 11.9 shall affect the right of any party to serve legal process in any other manner permitted by applicable Law; (b) irrevocably and unconditionally consents and submits itself and its properties and assets in any action or proceeding to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware) in the event any dispute or controversy arises out of this Agreement or the transactions contemplated hereby, or for recognition and enforcement of any judgment in respect thereof; (c) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (d) agrees that any actions or proceedings arising in connection with this Agreement or the transactions contemplated hereby shall be brought, tried and determined only in the Court of Chancery of the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware); (e) waives any objection that it may now or hereafter have to the venue of any such action or proceeding by certified mail, return receipt requested, or by delivering of a copy of such process to such party at its address specified in Section 10.02 or by any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same; and (f) agrees that it will not bring any action relating to this Agreement or the transactions contemplated hereby in any court other than the aforesaid courtsmethod permitted by law. Each of Parent, Acquisition Sub and the Company parties hereby agrees that a final judgment in any such action or proceeding in such courts as provided above shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in by any other manner provided by applicable law. Each Loan Party (other than the Lead Borrower) hereby agrees that service of process may be made upon the Lead Borrower and each other Loan Party hereby irrevocably appoints the Lead Borrower its authorized agent to accept such service of process, and agrees that the failure of the Lead Borrower to give any notice of any such service shall not impair or affect the validity of such service or of any judgment rendered in any action or proceeding based thereon. To the extent that any Loan Party has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, each Loan Party hereby irrevocably waives such immunity in respect of its obligations under this Agreement. (b) Nothing in this Section 10.16 shall affect the right of any of the parties hereto to serve legal process in any other manner permitted by law or affect the right of any of the parties to bring any action or proceeding against any of the parties or their property in the courts of other jurisdictions.

Consent to Jurisdiction. Each of the parties hereto (a) Parties irrevocably consents to the service of the summons and complaint and unconditionally agrees that any other process in any legal action or proceeding relating with respect to the transactions contemplated by this Agreement, for and on behalf of itself or any of its properties or assets, in accordance with Section 11.2 or in such other manner as may be permitted by applicable Law, and nothing in this Section 11.9 shall affect the right of any party to serve legal process in any other manner permitted by applicable Law; (b) irrevocably and unconditionally consents and submits itself and its properties and assets in any action or proceeding to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware) in the event any dispute or controversy arises out of this Agreement or any Ancillary Agreement and the transactions contemplated herebyrights and obligations arising hereunder or thereunder, or for recognition and enforcement of any judgment in respect thereof; (c) of this Agreement or any Ancillary Agreement and the rights and obligations arising hereunder or thereunder brought by the other Party hereto or its successors or assigns, shall be brought and determined exclusively in the Xxxxxx Xxxxxx Xxxxxxxx Xxxxx for the Southern District of New York, or, if United States federal jurisdiction is unavailable, in the Supreme Court of the State of New York, New York County. Each of the Parties hereby irrevocably submits and shall cause the members of its Group to submit with regard to any such action or proceeding for itself or for the members of its Group and in respect of its property or the property of the members of its Group, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (d) agrees that any actions or proceedings arising in connection with this Agreement or and shall cause the transactions contemplated hereby shall be brought, tried and determined only in the Court members of Chancery of the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware); (e) waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees its Group not to plead or claim the same; and (f) agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated hereby by this Agreement or any Ancillary Agreement in any court other than the aforesaid courts. Each of Parentthe Parties hereby irrevocably waives, Acquisition Sub and agrees not to assert, and shall cause the Company agrees that members of its Group to waive and not to assert by way of motion, as a final judgment defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement or any Ancillary Agreement, (a) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve in accordance with this Section 11.19, (b) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts as provided above shall be conclusive (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to the fullest extent permitted by the applicable Law, any claim that (i) the suit, action or proceeding in such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper or (iii) this Agreement or any Ancillary Agreement, or the subject matter hereof, may not be enforced in other jurisdictions or by suit on the judgment or in any other manner provided by applicable lawsuch courts.

Consent to Jurisdiction. Each of the parties Any dispute relating hereto (a) irrevocably consents to the service of the summons and complaint and any other process in any action or proceeding relating to the transactions contemplated by this Agreement, for and on behalf of itself or any of its properties or assets, in accordance with Section 11.2 or in such other manner as may be permitted by applicable Law, and nothing in this Section 11.9 shall affect the right of any party to serve legal process in any other manner permitted by applicable Law; (b) irrevocably and unconditionally consents and submits itself and its properties and assets in any action or proceeding to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware) in the event any dispute or controversy arises out of this Agreement or the transactions contemplated hereby, or for recognition and enforcement of any judgment in respect thereof; (c) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (d) agrees that any actions or proceedings arising in connection with this Agreement or the transactions contemplated hereby shall be brought, tried and determined only brought in the Court of Chancery of the State of Delaware (orDelaware, only if or to the extent such court does not have subject matter jurisdiction, the United States District Court for the District of Chancery Delaware, or to the extent such court also does not have subject matter jurisdiction, another court of the State of Delaware declines to accept Delaware, County of New Castle (each a “Chosen Court” and collectively, the “Chosen Courts”), so long as one of such courts shall have subject matter jurisdiction over such dispute, and the parties hereto agree to the exclusive jurisdiction and venue of the Chosen Courts. The parties hereto further agree that any Proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement (the “Applicable Matters”) shall be brought exclusively in a particular matterChosen Court, and that any federal court within Proceeding arising out of this Agreement or any other Applicable Matter shall be deemed to have arisen from a transaction of business in the State of Delaware); (e) waives , and each of the parties hereto hereby irrevocably consents to the jurisdiction of such Chosen Courts in any such Proceeding and irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection that it such Person may now or hereafter have to the laying of the venue of any such suit, action or proceeding Proceeding in any such court Chosen Court or that any such action or proceeding was Proceeding brought in any such Chosen Court has been brought in an inconvenient court forum. Such Persons further covenant not to bring a Proceeding with respect to the Applicable Matters (or that could affect any Applicable Matter) other than in such Chosen Court and not to challenge or enforce in another jurisdiction a judgment of such Chosen Court. Each party hereto hereby consents to service of process in any such Proceeding in any manner permitted by Delaware law, and agrees not to plead or claim the same; and (f) agrees that it will not bring any action relating to this Agreement or the transactions contemplated hereby in any court other than the aforesaid courts. Each service of Parent, Acquisition Sub and the Company agrees that a final judgment in any action or proceeding in process on such courts party as provided above for notices in Section 11 is reasonably calculated to give actual notice and shall be conclusive and may be enforced in other jurisdictions by suit deemed effective service of process on the judgment or in any other manner provided by applicable lawsuch Person.

Consent to Jurisdiction. Each of the parties hereto (a) irrevocably consents to the service of the summons and complaint and any other process in any action or proceeding relating to the transactions contemplated by this Agreement, the Commitment Letter and the Guarantee, for and on behalf of itself or any of its properties or assets, in accordance with Section 11.2 9.10 or in such other manner as may be permitted by applicable Lawlaw, and nothing in this Section 11.9 9.10 shall affect the right of any party to serve legal process in any other manner permitted by applicable Law; law, (b) irrevocably and unconditionally consents and submits itself and its properties and assets in any action or proceeding to the exclusive general jurisdiction of the Delaware Court of Chancery of and any state appellate court therefrom within the State of Delaware (or, only if the Delaware Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware) in the event any dispute or controversy arises out of this Agreement Agreement, the Commitment Letter, the Guarantee or the transactions contemplated herebyhereby or thereby, the Commitment Letter, the Guarantee, or for recognition and enforcement of any judgment in respect thereof; , (c) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; , (d) agrees that any actions or proceedings arising in connection with this Agreement Agreement, the Commitment Letter, the Guarantee or the transactions contemplated hereby or thereby shall be brought, tried and determined only in the Delaware Court of Chancery of and any state appellate court therefrom within the State of Delaware (or, only if the Delaware Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware); , (e) waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same; same and (f) agrees that it will not bring any action relating to this Agreement Agreement, the Commitment Letter, the Guarantee or the transactions contemplated hereby or thereby in any court other than the aforesaid courts. Each of ParentNewco, Acquisition Merger Sub and the Company agrees that a final judgment in any action or proceeding in such courts as provided above shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable law.

Consent to Jurisdiction. Each of the parties hereto (a) Xxxxx Parties and the Xxxxxxx-Xxxxxx Parties irrevocably consents to the service of the summons and complaint and agrees that any other process in any legal action or proceeding relating with respect to the transactions contemplated by this Agreement, for and on behalf of itself or any of its properties or assets, in accordance with Section 11.2 or in such other manner as may be permitted by applicable Law, and nothing in this Section 11.9 shall affect the right of any party to serve legal process in any other manner permitted by applicable Law; (b) irrevocably and unconditionally consents and submits itself and its properties and assets in any action or proceeding to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware) in the event any dispute or controversy arises out of this Agreement or the transactions contemplated hereby, any provision hereof, the breach, performance, validity or invalidity hereof or for recognition and enforcement of any judgment in respect thereof; (c) agrees that it will not attempt to deny hereof brought by another party hereto or defeat such personal jurisdiction by motion its successors or other request for leave from any such court; (d) agrees that any actions or proceedings arising in connection with this Agreement or the transactions contemplated hereby shall permitted assigns may be brought, tried brought and determined only in the Court of Chancery of the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any federal or state court within located in the State of Delaware); , and each of the Xxxxx Parties and the Xxxxxxx-Xxxxxx Parties hereby irrevocably submits with regard to any such action or proceeding for themselves and in respect to their property, generally and unconditionally, to the exclusive jurisdiction of the aforesaid courts. Each of the Xxxxx Parties and the Xxxxxxx-Xxxxxx Parties hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement, the transactions contemplated hereby, any provision hereof or the breach, performance, enforcement, validity or invalidity hereof, (ea) waives any objection claim that it may now or hereafter have is not personally subject to the venue jurisdiction of the above-named courts for any reason other than the failure to lawfully serve process, (b) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to the fullest extent permitted by Applicable Laws, that (i) the suit, action or proceeding in any such court or that such action or proceeding was is brought in an inconvenient court and agrees not to plead or claim forum, (ii) the same; and (f) agrees that it will not bring any action relating to this Agreement or the transactions contemplated hereby in any court other than the aforesaid courts. Each venue of Parentsuch suit, Acquisition Sub and the Company agrees that a final judgment in any action or proceeding in such courts as provided above shall be conclusive is improper and (iii) this Agreement, or the subject matter hereof, may not be enforced in other jurisdictions or by suit on the judgment or in any other manner provided by applicable lawsuch courts.

Consent to Jurisdiction. Each of the parties hereto (a) Except as otherwise specifically limited in this Agreement, the arbitral tribunal shall have the power to grant any remedy or relief that it deems appropriate, whether provisional or final, including conservatory relief and injunctive relief, and any such measures ordered by the arbitral tribunal may, to the extent permitted by applicable law, be deemed to be a final award on the subject matter of the measures and shall be enforceable as such. (b) In addition to the remedies and relief available under ICC Rules, each Party expressly retains the right at any time to apply to any court of competent jurisdiction for interim, provisional or conservatory relief, including pre-arbitral attachments or injunctions, and any such request shall not be deemed incompatible with the agreement to arbitrate or a waiver of the right to arbitrate. (c) For purposes of Section 12.4(b), each Party hereby irrevocably and unconditionally consents and agrees that any action for interim, provisional and/or conservatory relief brought against it with respect to its obligations or liabilities under or arising out of or in connection with this Agreement may be brought in the United States District Court for the Southern District of New York, unless no federal subject matter jurisdiction exists, in which case the action may be brought in the courts of the State of New York located in the Borough of Manhattan, and each Party hereby irrevocably accepts and unconditionally submits to the non-exclusive jurisdiction of the aforesaid courts in personam, with respect to any such action for interim, provisional or conservatory relief. (d) Each Party hereby irrevocably consents to and agrees that the service of the summons any and complaint all legal process, summons, notices and any other process documents which may be served in any action or proceeding relating arising under this Agreement may be made by sending a copy thereof by express courier to the transactions contemplated by Party to be served at the address set forth in the notice provision of this Agreement, for and on behalf of itself or any of its properties or assets, in accordance with Section 11.2 or in such other manner as may service to be permitted by applicable Law, and nothing effective upon receipt. Nothing in this Section 11.9 shall Agreement will affect the right of any party Party to this Agreement to serve legal process in any other manner permitted by applicable Law; (b) irrevocably and unconditionally consents and submits itself and its properties and assets in any action or proceeding to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware) in the event any dispute or controversy arises out of this Agreement or the transactions contemplated hereby, or for recognition and enforcement of any judgment in respect thereof; (c) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (d) agrees that any actions or proceedings arising in connection with this Agreement or the transactions contemplated hereby shall be brought, tried and determined only in the Court of Chancery of the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware); (e) waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same; and (f) agrees that it will not bring any action relating to this Agreement or the transactions contemplated hereby in any court other than the aforesaid courts. Each of Parent, Acquisition Sub and the Company agrees that a final judgment in any action or proceeding in such courts as provided above shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable law.

Consent to Jurisdiction. Each of the parties hereto Guarantor, Agent and Lenders (aby their acceptance of this Guaranty) irrevocably consents and unconditionally submits, for itself and its property, to the service nonexclusive jurisdiction of the summons courts of the State of New York located within the First Department of the New York State Unified Court System and complaint of the United States District Court of the Southern District of New York, and any other process appellate court from any thereof, in any action or proceeding arising out of or relating to the transactions contemplated by this Agreement, for and on behalf of itself Guaranty or any of its properties or assets, in accordance with Section 11.2 or in such other manner as may be permitted by applicable Law, and nothing in this Section 11.9 shall affect the right of any party to serve legal process in any other manner permitted by applicable Law; (b) irrevocably and unconditionally consents and submits itself and its properties and assets in any action or proceeding to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware) in the event any dispute or controversy arises out of this Agreement or the transactions contemplated herebyLoan Document, or for recognition and or enforcement of any judgment judgment, and each of said parties irrevocably and unconditionally agrees that all claims in respect thereof; (c) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (d) agrees that any actions or proceedings arising in connection with this Agreement or the transactions contemplated hereby shall be brought, tried and determined only in the Court of Chancery of the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware); (e) waives any objection that it may now or hereafter have to the venue of any such action or proceeding may be heard and determined in any such court or that New York State Court or, to the fullest extent permitted by applicable law, in such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same; and (f) agrees that it will not bring any action relating to this Agreement or the transactions contemplated hereby in any court other than the aforesaid courtsFederal Court. Each of Parent, Acquisition Sub and the Company said parties agrees that a final judgment in any such action or proceeding in such courts as provided above shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Guaranty or in any other Loan Document shall affect any right that the Agent or any Lender may otherwise have to bring any action or proceeding relating to this Guaranty or any other Loan Document against Guarantor or any other Loan Party or its properties in the courts of any jurisdiction. Guarantor hereby agrees and consents that in addition to any methods of service of process provided for under applicable law, all service of process in any such suit, action or proceeding in any New York State or Federal Court located within the Southern District of the State of New York may be made by certified or registered mail, return receipt requested, directed to Guarantor at the address indicated in Section 7 above and service so made shall be deemed completed five (5) days after the same shall have been so mailed.

Consent to Jurisdiction. Each It is the desire and intent of the parties hereto (a) irrevocably consents that any disputes or controversies arising under or in connection with this Agreement be resolved pursuant to the service of the summons and complaint and any other process in any action or proceeding relating to the transactions contemplated by this Agreement, for and on behalf of itself or any of its properties or assets, arbitration in accordance with Section 11.2 8(j); provided, however, that, to the extent that Section 8(j) is held to be invalid or unenforceable for any reason, and the result is that the parties hereto are precluded from resolving any claim arising under or in such other manner as may be permitted by applicable Lawconnection with this Agreement pursuant to the terms of Section 8(j) (after giving effect to the terms of Section 8(b)), and nothing in the following provisions of this Section 11.9 8(l) shall govern the resolution of all disputes or controversies arising under this Agreement. With respect to any suit, action or proceeding (“Proceeding”) arising out of or relating to this Agreement or any transaction contemplated hereby each of the parties hereto hereby irrevocably (a) submits to the exclusive jurisdiction of (A) the United States District Court for the Southern District of New York or (B) in the event that such court lacks jurisdiction to hear the claim, the state courts of New York located in the borough of Manhattan, New York City (the “Selected Courts”) and waives any objection to venue being laid in the Selected Courts whether based on the grounds of forum non conveniens or otherwise and hereby agrees not to commence any such Proceeding other than before one of the Selected Courts; provided, however, that a party may commence any Proceeding in a court other than a Selected Court solely for the purpose of enforcing an order or judgment issued by one of the Selected Courts; (b) consents to service of process in any Proceeding by the mailing of copies thereof by registered or certified mail, postage prepaid, or by recognized international express carrier or delivery service, to their respective addresses referred to in Section 8(a) hereof; provided, however, that nothing herein shall affect the right of any party hereto to serve legal process in any other manner permitted by applicable Lawlaw; (b) irrevocably and unconditionally consents and submits itself and its properties and assets in any action or proceeding to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware) in the event any dispute or controversy arises out of this Agreement or the transactions contemplated hereby, or for recognition and enforcement of any judgment in respect thereof; (c) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW THAT CANNOT BE WAIVED, WAIVES, AND COVENANTS THAT IT WILL NOT ASSERT (dWHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE) agrees that any actions or proceedings arising in connection with this Agreement or the transactions contemplated hereby shall be broughtANY RIGHT TO TRIAL BY JURY IN ANY ACTION ARISING IN WHOLE OR IN PART UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE CONTEMPLATED TRANSACTIONS, tried and determined only in the Court of Chancery of the State of Delaware (orWHETHER NOW EXISTING OR HEREAFTER ARISING, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matterAND WHETHER SOUNDING IN CONTRACT, any federal court within the State of Delaware); (e) waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same; and (f) agrees that it will not bring any action relating to this Agreement or the transactions contemplated hereby in any court other than the aforesaid courts. Each of ParentTORT OR OTHERWISE, Acquisition Sub and the Company agrees that a final judgment in any action or proceeding in such courts as provided above shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable lawAND AGREES THAT ANY OF THEM MAY FILE A COPY OF THIS PARAGRAPH WITH ANY COURT AS WRITTEN EVIDENCE OF THE KNOWING, VOLUNTARY AND BARGAINED-FOR AGREEMENT AMONG THE PARTIES IRREVOCABLY TO WAIVE ITS RIGHT TO TRIAL BY JURY IN ANY PROCEEDING WHATSOEVER BETWEEN THEM RELATING TO THIS AGREEMENT OR ANY OF THE CONTEMPLATED TRANSACTIONS WILL INSTEAD BE TRIED IN A COURT OF COMPETENT JURISDICTION BY A JUDGE SITTING WITHOUT A JURY.

Consent to Jurisdiction. Each of the parties hereto (a) irrevocably consents to the service of the summons and complaint and agrees that any other process in any legal action or proceeding relating with respect to this Agreement and the transactions contemplated by this Agreementrights and obligations arising hereunder, or for recognition and on behalf of itself or any of its properties or assets, in accordance with Section 11.2 or in such other manner as may be permitted by applicable Law, and nothing in this Section 11.9 shall affect the right enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other party to serve legal process hereto or its successors or assigns, shall be brought and determined exclusively in any other manner permitted by applicable Law; (b) irrevocably and unconditionally consents and submits itself and its properties and assets in any action or proceeding to the exclusive jurisdiction Delaware Court of Chancery, or, if the Delaware Court of Chancery of the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware) in , or, if both the event any dispute or controversy arises out of this Agreement or the transactions contemplated hereby, or for recognition and enforcement of any judgment in respect thereof; (c) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (d) agrees that any actions or proceedings arising in connection with this Agreement or the transactions contemplated hereby shall be brought, tried and determined only in the Delaware Court of Chancery of and the federal courts within the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines decline to accept jurisdiction over a particular matter, any federal other state court within the State of Delaware); (e) waives , and, in each case, any objection that it may now or hereafter have appellate court therefrom. Each of the parties hereto hereby irrevocably submits with regard to the venue of any such action or proceeding for itself and in any such court or that such action or proceeding was brought in an inconvenient court respect of its property, generally and agrees not unconditionally, to plead or claim the same; personal jurisdiction of the aforesaid courts and (f) agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated hereby by this Agreement in any court other than the aforesaid courts. Each of Parentthe parties hereto hereby irrevocably waives, Acquisition Sub and the Company agrees that not to assert as a final judgment defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement, (i) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve in accordance with this Section 15, (ii) any claim that it or its property is exempt or immune from the jurisdiction of any such court or from any legal process commenced in such courts as provided above shall be conclusive (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (iii) to the fullest extent permitted by the applicable law, any claim that (x) the suit, action or proceeding in such court is brought in an inconvenient forum, (y) the venue of such suit, action or proceeding is improper or (z) this Agreement, or the subject matter hereof, may not be enforced in other jurisdictions or by suit on such courts. Each of the judgment or parties hereto agrees that service of process upon such party in any other manner provided by applicable lawsuch action or proceeding shall be effective if such process is given as a notice in accordance with Section 10. EACH OF THE PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY WAIVES TO THE EXTENT PERMITTED BY APPLICABLE LAW ANY AND ALL RIGHT TO A TRIAL BY JURY IN ANY DIRECT OR INDIRECT ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREIN. EACH PARTY (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (B) MAKES THIS WAIVER VOLUNTARILY, AND (C) ACKNOWLEDGES THAT EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS CONTAINED IN THIS SECTION 15.

Consent to Jurisdiction. Each of the parties hereto (a) irrevocably consents to the service of the summons and complaint and any other process in any action or proceeding relating to the transactions contemplated by this AgreementTransactions, for and on behalf of itself or any of its properties or assets, in accordance with Section 11.2 10.2 or in such other manner as may be permitted by applicable Law, and nothing in this Section 11.9 10.10 shall affect the right of any party to serve legal process in any other manner permitted by applicable Law; (b) irrevocably and unconditionally consents and submits itself and its properties and assets in any action or proceeding to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept or does not have jurisdiction over a particular matter, any federal or other state court sitting in New Castle County within the State of Delaware) in the event respect of any dispute or controversy arises claim based upon, arising out of or relating to this Agreement, the CVR Agreement or the transactions contemplated herebyTransactions, or for recognition and enforcement of any judgment in respect thereof; (c) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (d) agrees that any actions or proceedings in respect of any claim based upon, arising in connection with out of or relating to this Agreement, the CVR Agreement or the transactions contemplated hereby Transactions, shall be brought, tried and determined only in the Court of Chancery of the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept or does not have jurisdiction over a particular matter, any federal or other state court sitting in New Castle County within the State of Delaware); (e) waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same; and (f) agrees that it will not bring any action arising out of or relating to this Agreement, the CVR Agreement or the transactions contemplated hereby Transactions, in any court other than the aforesaid courts. Each of Parent, Acquisition Xxxxxx Sub and the Company agrees that a final judgment in any action or proceeding in such courts as provided above shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable lawLaw.

Consent to Jurisdiction. (a) Each of the parties hereto (a) irrevocably consents to the service of the summons and complaint and agrees that any other process in any legal action or proceeding relating with respect to the transactions contemplated by this Agreement, for and on behalf of itself or any of its properties or assets, in accordance with Section 11.2 or in such other manner as may be permitted by applicable Law, and nothing in this Section 11.9 shall affect the right of any party to serve legal process in any other manner permitted by applicable Law; (b) irrevocably and unconditionally consents and submits itself and its properties and assets in any action or proceeding to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware) in the event any dispute or controversy arises out of this Agreement or and the transactions contemplated herebyrights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect thereof; (c) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (d) agrees that any actions or proceedings arising in connection with of this Agreement and the rights and obligations arising hereunder brought by the other party hereto or the transactions contemplated hereby its successors or assigns, shall be brought, tried brought and determined only exclusively in the Delaware Court of Chancery of and any state appellate court therefrom within the State of Delaware (or, only if the Delaware Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware); (e) waives any objection that it may now or hereafter have . Each of the parties hereto hereby irrevocably submits with regard to the venue of any such action or proceeding for itself and in any such court or that such action or proceeding was brought in an inconvenient court respect of its property, generally and agrees not unconditionally, to plead or claim the same; personal jurisdiction of the aforesaid courts and (f) agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated hereby by this Agreement in any court other than the aforesaid courts. Each of Parentthe parties hereto hereby irrevocably waives, Acquisition Sub and the Company agrees that not to assert as a final judgment defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement, (i) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason other than the failure to serve in accordance with this Section 9.9, (ii) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts as provided above shall be conclusive (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and (iii) to the fullest extent permitted by applicable Law, any claim that (A) the suit, action or proceeding in such court is brought in an inconvenient forum, (B) the venue of such suit, action or proceeding is improper or (C) this Agreement, or the subject mater hereof, may not be enforced in other jurisdictions or by suit on the judgment or in any other manner provided by applicable lawsuch courts. (b) EACH OF THE PARTIES IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO ANY OF THE TRANSACTION DOCUMENTS, THE TRANSACTION OR THE ACTIONS OF THE PARTIES IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT THEREOF.

Consent to Jurisdiction. Each of the parties hereto (a) irrevocably consents to Each of Parent, the service of the summons Company and complaint and any other process in any action or proceeding relating to the transactions contemplated by this Agreement, for and on behalf of itself or any of its properties or assets, in accordance with Section 11.2 or in such other manner as may be permitted by applicable Law, and nothing in this Section 11.9 shall affect the right of any party to serve legal process in any other manner permitted by applicable Law; (b) Buyer hereby irrevocably and unconditionally consents and submits itself and its properties and assets in any action or proceeding to the exclusive jurisdiction of (i) the Court of Chancery courts of the State of Delaware New Jersey and (orii) the United States District Court for the District of New Jersey for the purposes of any Action arising out of or relating to the Transaction, only if this Agreement or any other Transaction Document, any provision hereof or thereof or the Court breach, performance, enforcement, validity or invalidity hereof or thereof. Each of Chancery Parent and the Company agrees that service of any process, summons, notice or document hand delivered or sent by U.S. registered mail to its respective address set forth in Section 15.7 will be effective service of process for any Action brought against it in any such court with respect to any matters to which it has submitted to jurisdiction as set forth above. Buyer agrees that service of any process, summons, notice or document hand delivered or sent by U.S. registered mail to Buyer's address set forth in Section 15.7 will be effective service of process for any Action brought against it in any such court with respect to any matters to which it has submitted to jurisdiction as set forth above. Each of Parent, the Company and Buyer irrevocably and unconditionally waives any objection to the laying of venue of any Action arising out of or relating to the Transaction, this Agreement or any other Transaction Document, any provision hereof or thereof or the breach, performance, enforcement, validity or invalidity hereof or thereof in (i) the courts of the State of Delaware declines to accept jurisdiction over a particular matterNew Jersey or (ii) the United States District Court for the District of New Jersey, any federal court within the State of Delaware) in the event any dispute or controversy arises out of this Agreement or the transactions contemplated hereby, or for recognition and enforcement of any judgment in respect thereof; (c) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (d) agrees that any actions or proceedings arising in connection with this Agreement or the transactions contemplated hereby shall be brought, tried further irrevocably and determined only in the Court of Chancery of the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware); (e) unconditionally waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same; and (f) agrees that it will not bring any action relating to this Agreement or the transactions contemplated hereby in any such court other than that any such Action brought in any such court has been brought in an inconvenient forum. Notwithstanding the aforesaid courts. Each of foregoing, Parent, Acquisition Sub and the Company agrees and Buyer agree that a final judgment in any action or proceeding in such courts as provided above so brought shall be conclusive and may be enforced in other jurisdictions by suit on the judgment in any jurisdiction or in any other manner provided by applicable lawin Law or in equity. (b) EACH OF PARENT, THE COMPANY AND BUYER IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO ANY OF THE TRANSACTION, THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT, ANY PROVISION HEREOF OR THEREOF OR THE BREACH, PERFORMANCE, ENFORCEMENT, VALIDITY OR INVALIDITY HEREOF OR THEREOF.

Consent to Jurisdiction. (a) Each of Parent, Merger Sub and the Company hereby irrevocably submits to the exclusive jurisdiction of the courts of the State of Delaware and to the jurisdiction of the United States District Court for the State of Delaware, for the purpose of any action, proceedings or counterclaim (whether based on contract, tort or otherwise) arising out of or relating to this Agreement or the actions of Parent, Merger Sub or the Company in the negotiation, administration, performance and enforcement thereof, and each of the parties hereto hereby irrevocably agrees that all claims in respect to such action or proceedings may be heard and determined exclusively in any Delaware state or federal court. (b) Each of the parties hereto (ai) irrevocably consents to the service of the summons and complaint and any other process in any other action or proceeding relating to the transactions contemplated by this AgreementTransactions, for and on behalf of itself or any its property, by personal delivery of its properties or assets, in accordance with Section 11.2 or in copies of such other manner as may be permitted by applicable Law, process to such party and nothing in this Section 11.9 9.9 shall affect the right of any party to serve legal process in any other manner permitted by applicable Law; , (bii) irrevocably and unconditionally consents and submits to submit itself and its properties and assets in any action or proceeding to the exclusive personal jurisdiction of the Delaware Court of Chancery Chancery, any other court of the State of Delaware (or, only if the Court of Chancery of and any Federal court sitting in the State of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware) in the event any dispute or controversy arises out of this Agreement or the transactions contemplated herebyTransactions, or for recognition and enforcement of any judgment in respect thereof; (ciii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (d) agrees that any actions or proceedings arising in connection with this Agreement or the transactions contemplated hereby shall be brought, tried and determined only in the Court of Chancery of the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware); (e) waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same; and (fiv) agrees that it will not bring any action relating to this Agreement or the transactions contemplated hereby Transactions in any court other than the aforesaid courtsDelaware Court of Chancery (or, if (but only if) the Delaware Court of Chancery shall be unavailable, any other court of the State of Delaware or any Federal court sitting in the State of Delaware). Each of Parent, Acquisition Merger Sub and the Company agrees that a final judgment in any action or proceeding in such courts as provided above shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable lawLaw.

Consent to Jurisdiction. (a) Each of the parties hereto (ai) irrevocably consents to the service of the summons and complaint and any other process in any action or proceeding relating to the transactions contemplated by this Agreement, for and on behalf of itself or any of its properties or assets, in accordance with Section 11.2 9.2 or in such other manner as may be permitted by applicable Law, and nothing in this Section 11.9 9.9 shall affect the right of any party to serve legal process in any other manner permitted by applicable Law; (bii) irrevocably and unconditionally consents and submits itself and its properties and assets in any action or proceeding to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept or does not have jurisdiction over a particular matter, any federal or other state court sitting in New Castle County within the State of Delaware) in the event any dispute or controversy arises out of this Agreement or the transactions contemplated hereby, or for recognition and enforcement of any judgment in respect thereof; (ciii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (div) agrees that any actions or proceedings arising in connection with this Agreement or the transactions contemplated hereby shall be brought, tried and determined only in the Court of Chancery of the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept or does not have jurisdiction over a particular matter, any federal or other state court sitting in New Castle County within the State of Delaware); (ev) waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same; and (fvi) agrees that it will not bring any action relating to this Agreement or the transactions contemplated hereby in any court other than the aforesaid courts. Each of Parent, Acquisition Merger Sub and the Company agrees that a final judgment in any action or proceeding in such courts as provided above shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable lawLaw; provided, however, that nothing in the foregoing shall restrict any party’s rights to seek any post-judgment relief regarding, or any appeal from, such final court judgment.

Consent to Jurisdiction. Each of the parties hereto (a) Parties irrevocably consents agrees that any legal action, suit or proceeding with respect to the service interpretation and enforcement of this Agreement and the summons documents referred to in this Agreement, and complaint and any other process in any action or proceeding relating to respect of the transactions contemplated by this Agreementhereby, for including negotiations thereof, shall be brought and on behalf of itself or any of its properties or assets, determined exclusively in accordance with Section 11.2 or in such other manner as may be permitted by applicable Law, and nothing in this Section 11.9 shall affect the right of any party to serve legal process in any other manner permitted by applicable Law; (b) irrevocably and unconditionally consents and submits itself and its properties and assets in any action or proceeding to the exclusive jurisdiction of the Delaware Court of Chancery of and any state appellate court therefrom within the State state of Delaware (or, only if the Delaware Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware) in the event , including any dispute or controversy arises out of this Agreement or the transactions contemplated hereby, or for recognition and enforcement of any judgment in respect thereof; (c) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such applicable appellate court; (d) agrees that any actions or proceedings arising in connection with this Agreement or the transactions contemplated hereby shall be brought, tried and determined only in the Court of Chancery ). Each of the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines Parties irrevocably submits with regard to accept jurisdiction over a particular matter, any federal court within the State of Delaware); (e) waives any objection that it may now or hereafter have to the venue of any such action or proceeding for itself and in any such court or that such action or proceeding was brought in an inconvenient court respect of its property, generally and agrees not unconditionally, to plead or claim the same; personal jurisdiction of the aforesaid courts and (f) agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated hereby by this Agreement in any court other than the aforesaid courts. Each of Parentthe Parties irrevocably waives, Acquisition Sub and the Company agrees that not to assert, as a final judgment defense in any action legal action, suit or Proceeding for the interpretation or enforcement of this Agreement or of any document referred to in this Agreement, that it is not subject thereto or that such action, suit or proceeding may not be brought or is not maintainable in said courts or that the venue thereof may not be appropriate or that this Agreement or any such document may not be enforced in or by such courts. The Parties consent to and grant to the extent permitted by Law, any said court jurisdiction over the subject matter of any dispute contemplated by this Section 9.2 and agree that mailing of process or other papers in connection with any such action, suit or proceeding in the manner provided in Section 10.3 or in such courts other manner as provided above may be permitted by Law shall be conclusive valid and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable lawsufficient service thereof.

Consent to Jurisdiction. Each of the parties hereto Party irrevocably agrees and consents (a) irrevocably consents to the service of the summons and complaint and any other process in any action or proceeding relating to the transactions contemplated by this Agreement, for and on behalf of submit itself or any of its properties or assets, in accordance with Section 11.2 or in such other manner as may be permitted by applicable Law, and nothing in this Section 11.9 shall affect the right of any party to serve legal process in any other manner permitted by applicable Law; (b) irrevocably and unconditionally consents and submits itself and its properties and assets in any action or proceeding to the exclusive jurisdiction of the Circuit Court for Baltimore City (Maryland), and to request assignment to the Business and Technology Case Management Program (the "Maryland Court") for the purpose of Chancery of the State of Delaware any Action (orwhether based on contract, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular mattertort or otherwise), any federal court within the State of Delaware) in the event any dispute directly or controversy arises indirectly, arising out of or relating to this Agreement or the transactions contemplated herebyby this Agreement or the actions of the Parties in the negotiation, or for recognition administration, performance and enforcement of any judgment in respect thereof; this Agreement, (cb) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; , (dc) agrees that any actions or proceedings arising in connection with this Agreement or the transactions contemplated hereby shall be brought, tried and determined only in the Court of Chancery of the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware); (e) it waives any objection that it may now or hereafter have to the laying of venue of any such action or proceeding Action in any such court or that such action or proceeding was brought in an inconvenient court the Maryland Court and agrees not to plead or claim in the same; and Maryland Court that such litigation brought therein has been brought in any inconvenient forum, (fd) agrees that it will not bring any action Action relating to this Agreement or the transactions contemplated hereby by this Agreement or the actions of the parties hereto in the negotiation, administration, performance and enforcement of this Agreement in any court other than the aforesaid courts. Each of ParentMaryland Court, Acquisition Sub and the Company agrees (e) that a final judgment in any action or proceeding in such courts as provided above Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable lawLaw. Each Party hereby irrevocably and unconditionally agrees to request and/or consent to the assignment of any Action to the Maryland Court's Business and Technology Case Management Program. Nothing in this Agreement shall limit or affect the rights of any Party to pursue appeals from any judgments or order of the Maryland Court as provided by Law. Each Party agrees, (x) to the extent such Party is not otherwise subject to service of process in the State of Maryland, to appoint and maintain an agent in the State of Maryland as such Party's agent for acceptance of legal process, and (y) that service of process may also be made on such Party by prepaid certified mail with a proof of mailing receipt validated by the United States Postal Service constituting evidence of valid service. Service made pursuant to clauses (x) or (y) above shall have the same legal force and effect as if served upon such Party personally within the State of Maryland.

Consent to Jurisdiction. (a) Each of the parties hereto Parties (ai) irrevocably consents to the service of the summons and complaint and any other process in any action or proceeding relating to the transactions contemplated by this Agreement, for and on behalf of itself or any of its properties or assets, in accordance with Section 11.2 9.2 or in such other manner as may be permitted by applicable Applicable Law, and nothing in this Section 11.9 9.10 shall affect the right of any party Party to serve legal process in any other manner permitted by applicable Applicable Law; (bii) irrevocably and unconditionally consents and submits submits, for itself and its properties and assets in any action or proceeding property, to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (Delaware, or, if (and only if if) such court finds it lacks subject matter jurisdiction, the Court of Chancery Federal court of the State United States of Delaware declines to accept jurisdiction over a particular matterAmerica sitting in Delaware, and any federal appellate court within the State of Delaware) from any thereof, in the event any dispute action or controversy arises proceeding arising out of or relating to this Agreement or the transactions contemplated hereby, or for recognition and enforcement of any judgment in respect thereof; (c) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (d) agrees that any actions or proceedings arising agreements delivered in connection with this Agreement herewith or the transactions contemplated hereby shall be broughtor thereby or for recognition or enforcement of any judgment relating thereto, tried and determined only (iii) irrevocably and unconditionally (A) agrees not to commence any such action or proceeding except in the Court of Chancery of the State of Delaware (Delaware, or, if (and only if if) such court finds it lacks subject matter jurisdiction, the Federal court of the United States of America sitting in Delaware, and any appellate court from any thereof, (B) 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 declines Delaware, or, if (and only if) such court finds it lacks subject matter jurisdiction, the Federal court of the United States of America sitting in Delaware, and any appellate court from any thereof, (C) waives, to accept jurisdiction over a particular matterthe fullest extent it may legally and effectively do so, any federal court within the State of Delaware); (e) waives any objection that it may now or hereafter have to the laying of venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court courts, and (D) waives, to the fullest extent permitted by Law, and agrees not to plead or claim the same; and (f) agrees that it will not bring any action relating to this Agreement or the transactions contemplated hereby in any such court other than the aforesaid courtsthat any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum. Each of Parent, Acquisition Sub and the Company Parties agrees that a final judgment in any such action or proceeding in such courts as provided above shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable lawLaw. (b) Notwithstanding the foregoing and without limiting Section 9.13, each Party unconditionally and irrevocably agrees that it will not bring or support any action, cause of action, claim, cross-claim or third party claim of any kind or description, whether in law or in equity, whether in contract, in tort or otherwise, against a Financing Source in any way relating to this Agreement, including any dispute arising out of or relating in any way to the Financing, the Debt Letters, the Definitive Financing Agreement or the performance thereof or any other transactions contemplated hereby or thereby, in any forum other than the Supreme Court of the State of New York, County of New York, or, if under Applicable Law exclusive jurisdiction is vested in the Federal courts, the United States District Court for the Southern District of New York (and appellate courts thereof); provided that, after the Closing and solely with respect to Parent, Merger Sub and the Company, it is understood and agreed that the submission to jurisdiction provisions of the Definitive Financing Agreement (and related documents) shall supplant this paragraph to the extent applicable.

Consent to Jurisdiction. Each of the parties hereto (a) Except as otherwise specifically provided herein, Executive and the Company each hereby irrevocably consents to the service of the summons and complaint and any other process in any action or proceeding relating to the transactions contemplated by this Agreement, for and on behalf of itself or any of its properties or assets, in accordance with Section 11.2 or in such other manner as may be permitted by applicable Law, and nothing in this Section 11.9 shall affect the right of any party to serve legal process in any other manner permitted by applicable Law; (b) irrevocably and unconditionally consents and submits itself and its properties and assets in any action or proceeding to the exclusive jurisdiction of the United States District Court for the Southern District of Chancery of the State of Delaware New York (or, only if subject matter jurisdiction in that court is not available, in any state court located within the Court Borough of Chancery Manhattan, New York) over any dispute arising out of or relating to this Agreement. Except as otherwise specifically provided in this Agreement, the parties undertake not to commence any suit, action or proceeding arising out of or relating to this Agreement in a forum other than a forum described in this Section 22(a); provided, however, that nothing herein shall preclude the Company from bringing any suit, action or proceeding in any other court for the purposes of enforcing the provisions of this Section 22 or enforcing any judgment obtained by the Company. (b) The agreement of the State parties to the forum described in Section 22(a) is independent of Delaware declines the law that may be applied in any suit, action, or proceeding and the parties agree to accept jurisdiction over a particular mattersuch forum even if such forum may under applicable law choose to apply non-forum law. The parties hereby waive, to the fullest extent permitted by applicable law, any federal court within objection which they now or hereafter have to personal jurisdiction or to the State laying of Delaware) in the event any dispute or controversy arises out of this Agreement or the transactions contemplated hereby, or for recognition and enforcement venue of any judgment such suit, action or proceeding brought in respect thereof; (c) agrees an applicable court described in Section 22(a), and the parties agree that it will they shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (d) agrees that any actions or proceedings arising in connection with this Agreement or the transactions contemplated hereby shall be brought. The parties agree that, tried and determined only in the Court of Chancery of the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware); (e) waives any objection that it may now or hereafter have to the venue of fullest extent permitted by applicable law, a final and non-appealable judgment in any such suit, action or proceeding brought in any such applicable court or that such action or proceeding was brought described in an inconvenient court and agrees not to plead or claim the same; and (fSection 22(a) agrees that it will not bring any action relating to this Agreement or the transactions contemplated hereby in any court other than the aforesaid courts. Each of Parent, Acquisition Sub and the Company agrees that a final judgment in any action or proceeding in such courts as provided above shall be conclusive and binding upon the parties and may be enforced in any other jurisdictions by suit on jurisdiction. (c) The parties hereto irrevocably consent to the judgment or service of any and all process in any suit, action or proceeding arising out of or relating to this Agreement by the mailing of copies of such process to such party at such party’s address specified herein. In addition, Executive irrevocably appoints the General Counsel of the Company as Executive’s agent for service of process in connection with any suit, action or proceeding, who shall promptly advise Executive of any such service of process. (d) The prevailing party in an action hereunder, as determined by the applicable court, shall be entitled to recover reasonable legal fees and related costs from the other manner party; provided that such fees and costs are incurred prior to the fifth anniversary of the expiration of the Term, and that in the event the Company is entitled to recover such fees and costs from Executive, the amount of such recovery shall be limited to $150,000. In the event that Executive is entitled to recover such fees and costs all such amounts shall be paid to her within thirty (30) days after the award of such fees and costs by the applicable lawcourt.

Consent to Jurisdiction. (a) Each of the parties hereto (ai) irrevocably consents to the service of the summons and complaint and agrees that any other process actions or proceedings arising in connection with any action dispute, controversy or proceeding claim arising under, relating to or in connection with this Agreement or the transactions contemplated by hereby (including any dispute or controversy regarding the existence, validity, enforceability or breach of this Agreement), for and on behalf of itself or any of its properties or assetswhether in contract, in accordance with Section 11.2 tort or in such other manner as may otherwise, shall be permitted by applicable Lawbrought, tried and nothing in this Section 11.9 shall affect the right of any party to serve legal process determined only in any other manner permitted by applicable Lawcourt of competent jurisdiction located in Tel Aviv-Jaffa, Israel; (bii) irrevocably and unconditionally consents and submits itself and its properties and assets in any action or proceeding to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (orany court located in Tel Aviv-Jaffa, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware) Israel in the event any dispute or controversy arises out of this Agreement or the transactions contemplated hereby, or for recognition and enforcement of any judgment in respect thereofsuch action or proceeding; (ciii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (d) agrees that any actions or proceedings arising in connection with this Agreement or the transactions contemplated hereby shall be brought, tried and determined only in the Court of Chancery of the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware); (eiv) waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same; and (fv) agrees that it will not bring any action relating to this Agreement or the transactions contemplated hereby in any court other than the aforesaid courts. Each of Parent, Acquisition Merger Sub and the Company agrees that a final judgment in any action or proceeding in such courts as provided above shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable lawLaw. (b) Each of the parties hereto irrevocably consents to the service of the summons and complaint and any other process in any action or proceeding relating to the transactions contemplated by this Agreement, for and on behalf of itself or any of its properties or assets, in accordance with ‎Section 10.2 or in such other manner as may be permitted by applicable Law, and nothing in this ‎Section 10.9 shall affect the right of any party to serve legal process in any other manner permitted by applicable Law.

Consent to Jurisdiction. Each of the parties hereto (a) irrevocably consents to the service of the summons and complaint and agrees that any other process in any legal action or proceeding relating with respect to the transactions contemplated by this Agreement, for and on behalf of itself or any of its properties or assets, in accordance with Section 11.2 or in such other manner as may be permitted by applicable Law, and nothing in this Section 11.9 shall affect the right of any party to serve legal process in any other manner permitted by applicable Law; (b) irrevocably and unconditionally consents and submits itself and its properties and assets in any action or proceeding to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware) in the event any dispute or controversy arises out of this Agreement or and the transactions contemplated herebyrights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect thereof; (c) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (d) agrees that any actions or proceedings arising in connection with of this Agreement and the rights and obligations arising hereunder brought by the other party hereto or the transactions contemplated hereby its successors or assigns, shall be brought, tried brought and determined only exclusively in the Delaware Court of Chancery of and any state appellate court therefrom within the State of Delaware (or, only if the Delaware Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware); (e) waives any objection that it may now or hereafter have . Each of the parties hereto hereby irrevocably submits with regard to the venue of any such action or proceeding for itself and in any such court or that such action or proceeding was brought in an inconvenient court respect of its property, generally and agrees not unconditionally, to plead or claim the same; personal jurisdiction of the aforesaid courts and (f) agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated hereby in any court other than the aforesaid courts. Each of Parentthe parties hereto hereby irrevocably waives, Acquisition Sub and the Company agrees that not to assert, by way of motion, as a final judgment defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement, (a) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason other than the failure to serve in accordance with this Section 12(k), (b) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts as provided above shall be conclusive (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and (c) to the fullest extent permitted by the applicable law, any claim that (i) the suit, action or proceeding in such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper, or (iii) this Agreement, or the subject matter hereof, may not be enforced in other jurisdictions or by suit on the judgment or in any other manner provided by applicable lawsuch courts.

Consent to Jurisdiction. (a) Each of the parties hereto hereby irrevocably submits to the exclusive jurisdiction of the courts of the State of Maryland and to the jurisdiction of the United States District Court for the District of Maryland, for the purpose of any action, proceeding or counterclaim (whether based on contract, tort or otherwise) directly or indirectly arising out of or relating to this Agreement or the actions of the parties hereto in the negotiation, administration, performance and enforcement thereof, and each of the parties hereto hereby irrevocably agrees that all claims in respect to such action or proceeding may be heard and determined exclusively in any state or federal court located in the State of Maryland. Each of the parties hereto further consents to the assignment to the Business and Technology Case Management Program with regard to any proceeding in the courts of the State of Maryland. (b) Each of the parties hereto (ai) irrevocably consents to the service of the summons and complaint and any other process in any other action or proceeding relating to the transactions contemplated by this Agreement, for and on behalf of itself or any its property, by personal delivery of its properties or assets, in accordance with Section 11.2 or in copies of such other manner as may be permitted by applicable Law, process to such party and nothing in this Section 11.9 9.11 shall affect the right of any party to serve legal process in any other manner permitted by applicable Law; , (bii) irrevocably and unconditionally consents and submits to submit itself and its properties and assets in any action or proceeding to the exclusive personal jurisdiction of the Court of Chancery of any United States federal court located in the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, Maryland or any federal Maryland state court within the State of Delaware) in the event any dispute or controversy arises out of this Agreement or the transactions contemplated herebyby this Agreement, or for recognition and enforcement of any judgment in respect thereof; (ciii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (d) agrees that any actions or proceedings arising in connection with this Agreement or the transactions contemplated hereby shall be brought, tried and determined only in the Court of Chancery of the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware); (e) waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same; and (fiv) agrees that it will not bring any action relating to this Agreement or the transactions contemplated hereby by this Agreement in any court other than any United States federal court located in the aforesaid courtsState of Maryland or any Maryland state court. Each of Parent, Acquisition Sub and Parent Operating Partnership, REIT Merger Sub, Partnership Merger Sub, the Company and Company Operating Partnership agrees that a final judgment in any action or proceeding in such courts as provided above shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable lawLaw.

Consent to Jurisdiction. Each of the parties hereto Any disputes, actions and proceedings (a“Disputes”) irrevocably consents to the service of the summons and complaint and any other process in any action or proceeding relating to the transactions contemplated by this Agreement, for and on behalf of itself or any of its properties or assets, in accordance with Section 11.2 or in such other manner as may be permitted by applicable Law, and nothing in this Section 11.9 shall affect the right of against any party to serve legal process in any other manner permitted by applicable Law; (b) irrevocably and unconditionally consents and submits itself and its properties and assets in any action or proceeding to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware) in the event any dispute or controversy arises out of this Agreement or the transactions contemplated hereby, arising out of or for recognition and enforcement of any judgment in respect thereof; (c) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (d) agrees that any actions or proceedings arising in connection with this Agreement or the transactions contemplated hereby shall be brought, tried and determined only in the Court of Chancery of the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware); (e) waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same; and (f) agrees that it will not bring any action way relating to this Agreement or the transactions contemplated hereby shall be brought in any federal or state court other than located in the aforesaid courts. Each State of ParentNew York in New York County and each of the parties hereby submits to the non-exclusive jurisdiction of such courts for the purpose of any such Dispute; provided, Acquisition Sub and the Company agrees that a final judgment in any action or proceeding in such courts as provided above Dispute 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 irrevocably and unconditionally agrees not to assert (a) any objection which it may ever have to the laying of venue of any such Dispute in any federal or state court located in the State of New York in New York County, (b) any claim that any such Dispute brought in any such court has been brought in an inconvenient forum and (c) any claim that such court does not have jurisdiction with respect to such Dispute. The Chairman Parties hereby irrevocably appoint CT Corporation System at 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 as its agent to receive and acknowledge on its behalf service of any writ, summons, order, judgment or other notice of legal process in New York. The Chairman Parties agree that any such legal process shall be sufficiently served on them if delivered to such agent for service at its address whether or not such agent gives notice thereof to the Chairman Parties. To the extent that service of process by mail is permitted by applicable law, each party irrevocably consents to the service of process in any such Dispute in such courts by the mailing of such process by registered or certified mail, postage prepaid, at its address for notices provided for herein. Each party irrevocably and unconditionally waives any right to a trial by jury and agrees that any of them may file a copy of this paragraph with any court as written evidence of the knowing, voluntary and bargained-for agreement among the parties irrevocably to waive its right to trial by jury in any Dispute.

Consent to Jurisdiction. Each of Parent, the parties hereto (a) Sellers and ----------------------- Purchaser hereby irrevocably submits to the exclusive jurisdiction of any Delaware State or federal court sitting in Wilmington, Delaware in any action or proceeding arising out of or relating to this Agreement, and each of Parent, the Sellers and Purchaser hereby irrevocably agrees that all claims in respect of such action or proceeding shall be heard and determined exclusively in such Delaware State or federal court. Each of Parent, the Sellers and Purchaser hereby irrevocably waives, to the fullest extent it may effectively do so, the defense of an inconvenient forum to the maintenance of such action or proceeding. As an alternative method of service, each of Parent, the Sellers and Purchaser also irrevocably consents to the service of the summons any and complaint and any other all process in any action or proceeding relating to the transactions contemplated by this Agreement, for and on behalf of itself or any of its properties or assets, in accordance with Section 11.2 or in such other manner as may be permitted by applicable Law, and nothing in this Section 11.9 shall affect the right of any party to serve legal process in any other manner permitted by applicable Law; (b) irrevocably and unconditionally consents and submits itself and its properties and assets in any action or proceeding to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware) in the event any dispute or controversy arises out of this Agreement or the transactions contemplated hereby, or for recognition and enforcement of any judgment in respect thereof; (c) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (d) agrees that any actions or proceedings arising in connection with this Agreement or the transactions contemplated hereby shall be brought, tried and determined only in the Court of Chancery of the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware); (e) waives any objection that it may now or hereafter have to the venue of any such action or proceeding by the mailing of copies of such process to it at its address specified in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same; and (f) agrees that it will not bring any action relating to this Agreement or the transactions contemplated hereby in any court other than the aforesaid courtsSection 8.2. Each of Parent, Acquisition Sub the Sellers and the Company Purchaser agrees that a final judgment in any such action or proceeding in such courts as provided above shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable law. Nothing in this Section 8.12 shall affect the right of Parent, the Sellers or Purchaser to serve legal process in any other manner permitted by law or affect the right of Parent, the Sellers or Purchaser to bring any action or proceeding not arising out of or relating to this Agreement against the other party or its property in the courts of any other jurisdictions. The consents to jurisdiction set forth in this Section 8.12 shall not constitute general consents to service of process in the State of Delaware and shall have no effect for any purpose except as provided in this Section 8.12 and shall not be deemed to confer rights on any person other than Parent, the Sellers, Purchaser and the third party beneficiaries of this Agreement specified in Section 8.8.

Consent to Jurisdiction. (a) Each of the parties hereto hereby irrevocably submits to the exclusive jurisdiction of the courts of the State of Maryland and to the jurisdiction of the United States District Court for the District of Maryland, for the purpose of any action, proceeding or counterclaim (whether based on contract, tort or otherwise) directly or indirectly arising out of or relating to this Agreement or the actions of the parties hereto in the negotiation, administration, performance and enforcement thereof, and each of the parties hereto hereby irrevocably agrees that all claims in respect to such action or proceeding may be heard and determined exclusively in any state or federal court located in the State of Maryland. Each of the parties hereto further consents to the assignment to the Business and Technology Case Management Program with regard to any proceeding in the courts of the State of Maryland. (b) Each of the parties hereto (ai) irrevocably consents to the service of the summons and complaint and any other process in any other action or proceeding relating to the transactions contemplated by this Agreement, for and on behalf of itself or any its property, by personal delivery of its properties or assets, in accordance with Section 11.2 or in copies of such other manner as may be permitted by applicable Law, process to such party and nothing in this Section 11.9 8.9 shall affect the right of any party to serve legal process in any other manner permitted by applicable Law; , (bii) irrevocably and unconditionally consents and submits to submit itself and its properties and assets in any action or proceeding to the exclusive personal jurisdiction of the Court of Chancery of any United States federal court located in the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, Maryland or any federal Maryland state court within the State of Delaware) in the event any dispute or controversy arises out of this Agreement or the transactions contemplated herebyby this Agreement, or for recognition and enforcement of any judgment in respect thereof; (ciii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (d) agrees that any actions or proceedings arising in connection with this Agreement or the transactions contemplated hereby shall be brought, tried and determined only in the Court of Chancery of the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware); (e) waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same; and (fiv) agrees that it will not bring any action relating to this Agreement or the transactions contemplated hereby by this Agreement in any court other than any United States federal court located in the aforesaid courtsState of Maryland or any Maryland state court. Each of Parentthe Company, Acquisition Sub Company LP, and the Company Shareholder agrees that a final judgment in any action or proceeding in such courts as provided above shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable lawLaw.

Consent to Jurisdiction. (a) Each of the parties hereto (a) irrevocably consents hereby, with respect to the service of the summons and complaint and any other process in any action legal claim or proceeding relating to the transactions contemplated by this Agreement, for and on behalf of itself or any of its properties or assets, in accordance with Section 11.2 or in such other manner as may be permitted by applicable Law, and nothing in this Section 11.9 shall affect the right of any party to serve legal process in any other manner permitted by applicable Law; (b) irrevocably and unconditionally consents and submits itself and its properties and assets in any action or proceeding to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware) in the event any dispute or controversy arises Action arising out of this Agreement or the transactions contemplated herebyby this Agreement, (i) expressly and irrevocably submits to the exclusive personal jurisdiction of the state courts of the Delaware Court of Chancery, any other court of the State of Delaware or for recognition and enforcement any federal court sitting in the State of any judgment in respect thereof; Delaware, (cii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; , (d) agrees that any actions or proceedings arising in connection with this Agreement or the transactions contemplated hereby shall be brought, tried and determined only in the Court of Chancery of the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware); (e) waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same; and (fiii) agrees that it will not bring any action Action relating to this Agreement or the transactions contemplated hereby in any court other than the aforesaid courtsDelaware Court of Chancery, any other court of the State of Delaware or any federal court sitting in the State of Delaware, (iv) irrevocably 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 Action arising out of or relating to this Agreement and (v) agrees that each of the other parties hereto shall have the right to bring any Action for enforcement of a judgment entered by the state courts of the Delaware Court of Chancery, any other court of the State of Delaware or any federal court sitting in the State of Delaware. Each of Parent, Acquisition Sub Mxxxxx Subs and the Company agrees that a final judgment in any action or proceeding in such courts as provided above Action 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 irrevocably consents to the service of process in the manner provided for notices in Section 9.2 and agrees that service made in such manner shall have the same legal force and effect as if served upon such party personally within the State of Delaware. However, the foregoing shall not limit the right of a party to effect service of process on the other party by any other legally available method. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by applicable lawLaw.

Consent to Jurisdiction. Each of the parties hereto (a) Parties irrevocably consents to the service of the summons and complaint and any other process in any action or proceeding relating to the transactions contemplated by this Agreement, for and on behalf of itself or any of its properties or assets, in accordance with Section 11.2 or in such other manner as may be permitted by applicable Law, and nothing in this Section 11.9 shall affect the right of any party to serve legal process in any other manner permitted by applicable Law; (b) irrevocably and unconditionally consents and submits itself and its properties and assets in any action or proceeding to the exclusive jurisdiction of the Court of Chancery of the State of Delaware for the purposes of any suit, action or other proceeding arising out of or related to this Agreement, the other agreements contemplated hereby or any transaction contemplated hereby (or, only solely if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matterany such suit, action or other proceeding, any state or federal court within the State of Delaware) (the “Chosen Court”). Each of the Parties agrees to commence any action, suit or proceeding relating hereto in the event any dispute or controversy arises out of this Agreement or applicable Chosen Court pursuant to the transactions contemplated hereby, or for recognition and enforcement of any judgment in respect thereof; (c) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (d) agrees that any actions or proceedings arising in connection with this Agreement or the transactions contemplated hereby shall be brought, tried and determined only in the Court of Chancery immediately preceding sentence. Each of the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware); (e) Parties irrevocably and unconditionally waives any objection that it may now or hereafter have to the laying of venue of any such action action, suit or proceeding in any such court arising out of or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same; and (f) agrees that it will not bring any action relating to this Agreement or the transactions contemplated hereby in the applicable Chosen Court, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court other than the aforesaid courtsthat any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum. Each of Parentthe Parties irrevocably waives any objections or immunities to jurisdiction to which it may otherwise be entitled or become entitled (including sovereign immunity, Acquisition Sub immunity to pre-judgment attachment, post-judgment attachment and execution) in any legal suit, action or proceeding against it arising out of or relating to this Agreement or the Company agrees transactions contemplated hereby which is instituted in any such court. Notwithstanding the foregoing, the Parties agree that a final trial court judgment in any such suit, action or other proceeding in such courts as provided above shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable lawApplicable Law; provided, however, that nothing in the foregoing shall restrict any Party’s rights to seek any post-judgment relief regarding, or any appeal from, such final trial court judgment. Each of the Parties agrees that service of process, summons, notice or document by registered mail addressed to it at the addresses set forth in Section 16(g) shall be effective service of process for any suit, action or proceeding brought in any such court.

Consent to Jurisdiction. Each party to this Agreement irrevocably submits to the non-exclusive jurisdiction of the courts of the State of Colorado and the courts of the United States of America located in the District of Colorado and agrees that any legal action, suit or proceeding arising out of or relating to this Agreement or any of the other Credit Documents may be brought against such party in any such courts. Each of the parties hereto (a) irrevocably consents to agrees that a final judgment in any such action, suit or proceeding shall be conclusive and may be enforced in any other jurisdiction by suit on the service judgment, a certified or exemplified copy of which shall be conclusive evidence of the summons and complaint and judgment, or in any other process in any action or proceeding relating to the transactions contemplated manner provided by this Agreement, for and on behalf of itself or any of its properties or assets, in accordance with Section 11.2 or in such other manner as may be permitted by applicable Law, and nothing law. Nothing in this Section 11.9 8.12 shall affect the right of any party to this Agreement to commence legal proceedings or otherwise xxx any other party to this Agreement in any other appropriate jurisdiction, or concurrently in more than one jurisdiction, or to serve legal process, pleadings and other papers upon any other party to this Agreement in any manner authorized by the laws of any such jurisdiction. Each party to this Agreement agrees that process served either personally or by registered mail shall, to the extent permitted by law, constitutes adequate service of process in any other manner such suit. Each party to this Agreement irrevocably waives to the fullest extent permitted by applicable Lawlaw (a) any objection which it may have now or in the future to the laying of the venue of any such action, suit or proceeding in any court referred to in the first sentence above; (b) irrevocably and unconditionally consents and submits itself and its properties and assets in any action claim that any such action, suit or proceeding to has been brought in an inconvenient forum; (c) its right of removal of any matter commenced by any other party in the exclusive jurisdiction of the Court of Chancery courts of the State of Delaware (or, only if the Court of Chancery Colorado to any court of the State United States of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware) in the event any dispute or controversy arises out of this Agreement or the transactions contemplated hereby, or for recognition and enforcement of any judgment in respect thereof; (c) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such courtAmerica; (d) agrees that any actions immunity which it or proceedings its assets may have in respect of its obligations under this Agreement or any other Credit Document from any suit, execution, attachment (whether provisional or final, in aid of execution, before judgment or otherwise) or other legal process; and (e) any right it may have to require the moving party in any suit, action or proceeding brought in any of the courts referred to above arising out of or in connection with this Agreement or any other Credit Document to post security for the transactions contemplated hereby shall be brought, tried and determined only in the Court of Chancery costs of the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines Borrower or to accept jurisdiction over post a particular matter, any federal court within the State of Delaware); (e) waives any objection that it may now bond or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same; and (f) agrees that it will not bring any action relating to this Agreement or the transactions contemplated hereby in any court other than the aforesaid courts. Each of Parent, Acquisition Sub and the Company agrees that a final judgment in any action or proceeding in such courts as provided above shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable lawtake similar action.

Consent to Jurisdiction. Each of the parties agrees that all actions, suits or proceedings arising out of or based upon this Agreement or the subject matter hereof shall be brought and maintained exclusively in the federal and state courts of the State of New York. Each of the parties hereto by execution hereof (ai) hereby irrevocably consents submits to the service of the summons and complaint and any other process in any action or proceeding relating to the transactions contemplated by this Agreement, for and on behalf of itself or any of its properties or assets, in accordance with Section 11.2 or in such other manner as may be permitted by applicable Law, and nothing in this Section 11.9 shall affect the right of any party to serve legal process in any other manner permitted by applicable Law; (b) irrevocably and unconditionally consents and submits itself and its properties and assets in any action or proceeding to the exclusive jurisdiction of the Court of Chancery of federal and state courts in the State of Delaware (orNew York for the purpose of any action, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware) in the event any dispute suit or controversy arises proceeding arising out of or based upon this Agreement or the transactions contemplated herebysubject matter hereof and (ii) hereby waives to the extent not prohibited by applicable law, and agrees not to assert, by way of motion, as a defense or otherwise, in any such action, suit or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that it is immune from extraterritorial injunctive relief or other injunctive relief, that its property is exempt or immune from attachment or execution, that any such action, suit or proceeding may not be brought or maintained in one of the above-named courts, that any such action, suit or proceeding brought or maintained in one of the above-named courts should be dismissed on grounds of forum non conveniens, should be transferred to any court other than one of the above-named courts, should be stayed by virtue of the pendency of any other action, suit or proceeding in any court other than one of the above-named courts, or for recognition and enforcement of any judgment in respect thereof; (c) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (d) agrees that any actions or proceedings arising in connection with this Agreement or the transactions contemplated hereby shall subject matter hereof may not be brought, tried and determined only enforced in the Court of Chancery or by any of the State of Delaware (or, only if the Court of Chancery above-named courts. Each of the State parties hereto hereby consents to service of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware); (e) waives any objection that it may now or hereafter have to the venue of process in any such suit, action or proceeding in any such court manner permitted by the laws of the State of New York, agrees that service of process by registered or that such action certified mail, return receipt requested, at the address specified in or proceeding was brought in an inconvenient court pursuant to Section 9 is reasonably calculated to give actual notice and waives and agrees not to plead assert by way of motion, as a defense or otherwise, in any such action, suit or proceeding any claim that service of process made in accordance with Section 9 does not constitute good and sufficient service of process. The provisions of this Section 7(b) shall not restrict the same; and (f) agrees that it will not bring ability of any action relating party to this Agreement or the transactions contemplated hereby enforce in any court other than any judgment obtained in a federal or state court of the aforesaid courts. Each State of Parent, Acquisition Sub and the Company agrees that a final judgment in any action or proceeding in such courts as provided above shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable lawNew York.

Consent to Jurisdiction. Each of the The parties hereto (a) hereby irrevocably consents submit to the service of the summons and complaint and any other process in any action or proceeding relating to the transactions contemplated by this Agreement, for and on behalf of itself or any of its properties or assets, in accordance with Section 11.2 or in such other manner as may be permitted by applicable Law, and nothing in this Section 11.9 shall affect the right of any party to serve legal process in any other manner permitted by applicable Law; (b) irrevocably and unconditionally consents and submits itself and its properties and assets in any action or proceeding to the non-exclusive jurisdiction of the Court of Chancery courts of the State of Delaware (or, only if New York and the Court of Chancery federal courts of the State United States of Delaware declines to accept jurisdiction America located in New York, and appropriate appellate courts therefrom, over a particular matter, any federal court within the State of Delaware) in the event any dispute or controversy arises arising out of or relating to this Agreement or any of the transactions contemplated hereby, or for recognition and enforcement of any judgment each party hereby irrevocably agrees that all claims in respect thereof; (c) agrees that it will not attempt to deny of such dispute or defeat such personal jurisdiction by motion or other request for leave from any such court; (d) agrees that any actions or proceedings arising in connection with this Agreement or the transactions contemplated hereby shall proceeding may be brought, tried heard and determined only in such courts. The parties hereby irrevocably waive, to the Court of Chancery of the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matterfullest extent permitted by applicable law, any federal court within the State of Delaware); (e) waives any objection that it which they may now or hereafter have to the laying of venue of any such action dispute arising out of or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same; and (f) agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated hereby brought in such court or any court other than defense of inconvenient forum for the aforesaid courtsmaintenance of such dispute. Each of Parent, Acquisition Sub and the Company parties hereto agrees that a final judgment in any action or proceeding in such courts as provided above shall be conclusive and dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable law. This consent to jurisdiction is being given solely for purposes of this Agreement and is not intended to, and shall not, confer consent to jurisdiction with respect to any other dispute in which a party to this Agreement may become involved. Each of the parties hereto hereby consents to process being served by any party to this Agreement in any suit, action, or proceeding of the nature specified in the paragraph above by the mailing of a copy thereof in the manner specified by the provisions of Section 13(b). EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT.

Consent to Jurisdiction. Each of the parties hereto (a) MVT Parties and the MI Parties irrevocably consents to the service of the summons and complaint and agrees that any other process in any legal action or proceeding relating with respect to the transactions contemplated by this Agreement, for and on behalf of itself or any of its properties or assets, in accordance with Section 11.2 or in such other manner as may be permitted by applicable Law, and nothing in this Section 11.9 shall affect the right of any party to serve legal process in any other manner permitted by applicable Law; (b) irrevocably and unconditionally consents and submits itself and its properties and assets in any action or proceeding to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware) in the event any dispute or controversy arises out of this Agreement or the transactions contemplated hereby, any provision hereof, the breach, performance, validity or invalidity hereof or for recognition and enforcement of any judgment in respect thereof; hereof brought by another party hereto or its successors or permitted assigns may be brought and determined in any federal or state court located in the State of Wisconsin, and each of the MVT Parties and the MI Parties hereby irrevocably submits with regard to any such action or proceeding for themselves and in respect to their property, generally and unconditionally, to the exclusive jurisdiction of the aforesaid courts. Each of the MVT Parties and the MI Parties hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement, the transactions contemplated hereby, any provision hereof or the breach, performance, enforcement, validity or invalidity hereof, (a) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason other than the failure to lawfully serve process, (b) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (d) agrees that any actions or proceedings arising in connection with this Agreement or the transactions contemplated hereby shall be brought, tried and determined only in the Court of Chancery of the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware); (e) waives any objection that it may now or hereafter have to the venue of any such fullest extent permitted by Applicable Laws, that (i) the suit, action or proceeding in any such court or that such action or proceeding was is brought in an inconvenient court and agrees not to plead or claim forum, (ii) the same; and (f) agrees that it will not bring any action relating to this Agreement or the transactions contemplated hereby in any court other than the aforesaid courts. Each venue of Parentsuch suit, Acquisition Sub and the Company agrees that a final judgment in any action or proceeding in such courts as provided above shall be conclusive is improper and (iii) this Agreement, or the subject matter hereof, may not be enforced in other jurisdictions or by suit on the judgment or in any other manner provided by applicable lawsuch courts.

Consent to Jurisdiction. (a) Each of the parties hereto (a) Security Parties hereby irrevocably consents and unconditionally submits, for itself and its property, to the service nonexclusive jurisdiction of any New York State court or Federal court of the summons and complaint United States of America sitting in New York County, and any other process appellate court thereof, in any action or proceeding arising out of or relating to the transactions contemplated by this Agreement, for and on behalf of itself Agreement or any of its properties the other Finance Documents to which such Security Party is a party or assets, in accordance with Section 11.2 for recognition or in such other manner as may be permitted by applicable Lawenforcement of any judgment, and nothing in this Section 11.9 shall affect each of the right of any party to serve legal process in any other manner permitted by applicable Law; (b) parties hereto hereby irrevocably and unconditionally consents and submits itself and its properties and assets in any action or proceeding to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware) in the event any dispute or controversy arises out of this Agreement or the transactions contemplated hereby, or for recognition and enforcement of any judgment agrees that all claims in respect thereof; (c) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (d) agrees that any actions or proceedings arising in connection with this Agreement or the transactions contemplated hereby shall be brought, tried and determined only in the Court of Chancery of the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware); (e) waives any objection that it may now or hereafter have to the venue of any such action or proceeding may be heard and determined in any such court or that New York State Court or, to the extent permitted by law, in such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same; and (f) agrees that it will not bring any action relating to this Agreement or the transactions contemplated hereby in any court other than the aforesaid courtsFederal court. Each of Parent, Acquisition Sub and the Company parties hereto agrees that a final judgment in any such action or proceeding in such courts as provided above shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable law. (b) Nothing in this Clause 32.2 shall affect the right of a Creditor Party to bring any action or proceeding against a Security Party or its property in the courts of any other jurisdictions where such action or proceeding may be heard. (c) Each of the Security Parties hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement in any New York State or Federal court and the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court and any immunity from jurisdiction of any court or from any legal process with respect to itself or its property. (d) Each of the Security Parties hereby agrees to appoint Xxxxxx & Xxxxxx LLP, with offices currently located at Xxx Xxxxxxx Xxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxxx Xxxxxxx, as its designated agent for service of process for any action or proceeding arising out of or relating to this Agreement or any other Finance Document. Each of the Security Parties also irrevocably consents to the service of any and all process in any such action or proceeding by the mailing of copies of such process to its address specified in Clause 29.2. Each of the Security Parties also agrees that service of process may be made on it by any other method of service provided for under the applicable laws in effect in the State of New York.

Consent to Jurisdiction. Each of the parties hereto (a) Except as otherwise specifically provided herein, Executive and the Company each hereby irrevocably consents to the service of the summons and complaint and any other process in any action or proceeding relating to the transactions contemplated by this Agreement, for and on behalf of itself or any of its properties or assets, in accordance with Section 11.2 or in such other manner as may be permitted by applicable Law, and nothing in this Section 11.9 shall affect the right of any party to serve legal process in any other manner permitted by applicable Law; (b) irrevocably and unconditionally consents and submits itself and its properties and assets in any action or proceeding to the exclusive jurisdiction of the United States District Court for the Southern District of Chancery of the State of Delaware New York (or, only if subject matter jurisdiction in that court is not available, in any state court located within the Court Borough of Chancery Manhattan, New York) over any dispute arising out of or relating to this Agreement. Except as otherwise specifically provided in this Agreement, the parties undertake not to commence any suit, action or proceeding arising out of or relating to this Agreement in a forum other than a forum described in this Section 22(a); provided, however, that nothing herein shall preclude the Company from bringing any suit, action or proceeding in any other court for the purposes of enforcing the provisions of this Section 22 or enforcing any judgment obtained by the Company. (b) The agreement of the State parties to the forum described in Section 22(a) is independent of Delaware declines the law that may be applied in any suit, action, or proceeding and the parties agree to accept jurisdiction over a particular mattersuch forum even if such forum may under applicable law choose to apply non-forum law. The parties hereby waive, to the fullest extent permitted by applicable law, any federal court within objection which they now or hereafter have to personal jurisdiction or to the State laying of Delaware) in the event any dispute or controversy arises out of this Agreement or the transactions contemplated hereby, or for recognition and enforcement venue of any judgment such suit, action or proceeding brought in respect thereof; (c) agrees an applicable court described in Section 22(a), and the parties agree that it will they shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (d) agrees that any actions or proceedings arising in connection with this Agreement or the transactions contemplated hereby shall be brought. The parties agree that, tried and determined only in the Court of Chancery of the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware); (e) waives any objection that it may now or hereafter have to the venue of fullest extent permitted by applicable law, a final and non-appealable judgment in any such suit, action or proceeding brought in any such applicable court or that such action or proceeding was brought described in an inconvenient court and agrees not to plead or claim the same; and (fSection 22(a) agrees that it will not bring any action relating to this Agreement or the transactions contemplated hereby in any court other than the aforesaid courts. Each of Parent, Acquisition Sub and the Company agrees that a final judgment in any action or proceeding in such courts as provided above shall be conclusive and binding upon the parties and may be enforced in any other jurisdictions by suit on jurisdiction. (c) The parties hereto irrevocably consent to the judgment or service of any and all process in any suit, action or proceeding arising out of or relating to this Agreement by the mailing of copies of such process to such party at such party’s address specified herein. In addition, Executive irrevocably appoints the General Counsel of the Company as Executive’s agent for service of process in connection with any suit, action or proceeding, who shall promptly advise Executive of any such service of process. (d) The prevailing party in an action hereunder, as determined by the applicable court, shall be entitled to recover reasonable legal fees and related costs from the other manner party; provided that, such fees and costs are incurred prior to the fifth (5th) anniversary of the expiration of the Term. In the event that Executive is entitled to recover such fees and costs all such amounts shall be paid to Executive within thirty (30) days after the award of such fees and costs by the applicable lawcourt.

Consent to Jurisdiction. Each of the parties agrees that all actions, suits or proceedings arising out of or based upon this Agreement or the subject matter hereof shall be brought and maintained exclusively in the federal and state courts of the State of New York located in the Borough of Manhattan in New York City. Each of the parties hereto by execution hereof (ai) hereby irrevocably consents submits to the service of the summons and complaint and any other process in any action or proceeding relating to the transactions contemplated by this Agreement, for and on behalf of itself or any of its properties or assets, in accordance with Section 11.2 or in such other manner as may be permitted by applicable Law, and nothing in this Section 11.9 shall affect the right of any party to serve legal process in any other manner permitted by applicable Law; (b) irrevocably and unconditionally consents and submits itself and its properties and assets in any action or proceeding to the exclusive jurisdiction of the Court above-named courts for the purpose of Chancery of the State of Delaware (orany action, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware) in the event any dispute suit or controversy arises proceeding arising out of or based upon this Agreement or the transactions contemplated herebysubject matter hereof and (ii) hereby waives to the extent not prohibited by applicable law, and agrees not to assert, by way of motion, as a defense or otherwise, in any such action, suit or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that it is immune from extraterritorial injunctive relief or other injunctive relief, that its property is exempt or immune from attachment or execution, that any such action, suit or proceeding may not be brought or maintained in one of the above-named courts, that any such action, suit or proceeding brought or maintained in one of the above-named courts should be dismissed on grounds of forum non conveniens, should be transferred to any court other than one of the above-named courts, should be stayed by virtue of the pendency of any other action, suit or proceeding in any court other than one of the above-named courts, or for recognition and enforcement of any judgment in respect thereof; (c) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (d) agrees that any actions or proceedings arising in connection with this Agreement or the transactions contemplated hereby shall subject matter hereof may not be brought, tried and determined only enforced in the Court of Chancery or by any of the State of Delaware (or, only if the Court of Chancery above-named courts. Each of the State parties hereto hereby consents to service of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware); (e) waives any objection that it may now or hereafter have to the venue of process in any such suit, action or proceeding in any such court manner permitted by the laws of the State of New York, agrees that service of process by registered or that such action certified mail, return receipt requested, at the address specified in or proceeding was brought in an inconvenient court pursuant to Section 9 is reasonably calculated to give actual notice and waives and agrees not to plead assert by way of motion, as a defense or otherwise, in any such action, suit or proceeding any claim that service of process made in accordance with Section 9 does not constitute good and sufficient service of process. The provisions of this Section 7(b) shall not restrict the same; and (f) agrees that it will not bring ability of any action relating party to this Agreement or the transactions contemplated hereby enforce in any court other than any judgment obtained in one of the aforesaid above-named courts. Each of Parent, Acquisition Sub and the Company agrees that a final judgment in any action or proceeding in such courts as provided above shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable law.

Consent to Jurisdiction. Each (a) This Agreement and the duties and obligations of the parties hereto (a) shall be enforceable against each party in the United States District Court for the District of Delaware or any Delaware state court sitting in Wilmington, Delaware. For such purpose, each party hereby irrevocably consents submits to the service exclusive jurisdiction of such courts, and agrees that all claims in respect of this Agreement may be heard and determined in any of such courts. (b) THE PARTIES EACH HEREBY AGREE TO WAIVE THEIR RESPECTIVE RIGHTS TO JURY TRIAL OF ANY DISPUTE BASED UPON OR ARISING OUT OF THIS AGREEMENT OR ANY OTHER AGREEMENTS RELATING HERETO OR ANY DEALINGS AMONG THEM RELATING TO THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. The scope of this waiver is intended to be all encompassing of any and all actions that may be filed in any court and that relate to the subject matter of this Agreement, including, contract claims, tort claims, breach of duty claims, and all other common law and statutory claims. The parties each acknowledge that this waiver is a material inducement to enter into a business relationship and that they will continue to rely on the waiver in their related future dealings. Each party further represents and warrants that it has reviewed this waiver with its legal counsel, and that each knowingly and voluntarily waives its jury trial rights following consultation with legal counsel. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED ORALLY OR IN WRITING, AND THE WAIVER SHALL APPLY TO ANY AMENDMENTS, RENEWALS, SUPPLEMENTS, OR MODIFICATIONS TO THIS AGREEMENT OR TO ANY OTHER DOCUMENTS OR AGREEMENTS RELATING HERETO. In the event of an action, this Agreement may be filed as a written consent to trial by a court. (c) The parties hereby irrevocably agree that a final judgment of any of the summons and complaint and any other process courts specified in Section 16.7(a) in any action or proceeding relating to the transactions contemplated by this Agreement, for and on behalf of itself or any of its properties or assets, in accordance with Section 11.2 or in such other manner as may be permitted by applicable Law, and nothing in this Section 11.9 shall affect the right of any party to serve legal process in any other manner permitted by applicable Law; (b) irrevocably and unconditionally consents and submits itself and its properties and assets in any action or proceeding to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware) in the event any dispute or controversy arises out of this Agreement or the transactions contemplated hereby, or for recognition and enforcement of any judgment in respect thereof; (c) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (d) agrees that any actions or proceedings arising in connection with this Agreement or the transactions contemplated hereby shall be brought, tried and determined only in the Court of Chancery of the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware); (e) waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same; and (f) agrees that it will not bring any action relating to this Agreement or the transactions contemplated hereby in any court other than the aforesaid courts. Each of Parent, Acquisition Sub and the Company agrees that a final judgment in any action or proceeding in such courts as provided above shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable law.

Consent to Jurisdiction. Each Any action or proceeding seeking to enforce any provision of or based on any right arising out of or otherwise relating to this Agreement may be brought against any party hereto exclusively in the Delaware Chancery Court, unless the Delaware Chancery Court does not have jurisdiction over such action or proceeding, in which case such action or proceeding may be brought in the state courts of the parties State of Delaware, and each party hereto irrevocably consents to the exclusive jurisdiction and venue in Delaware Chancery Court or the state courts of the State of Delaware, as applicable. Each party hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement, any claim that it is not personally subject to jurisdiction in such court, that its property is exempt or immune from jurisdiction of such court or from any legal process commenced in such court (a) whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and to the fullest extent permitted by applicable Law, that the suit, action or proceeding in such court is brought in an inconvenient forum, or that this Agreement, or the subject matter hereof, may not be enforced in or by such courts and further irrevocably waives, to the fullest extent permitted by applicable Law, the benefit of any defense that would hinder, xxxxxx or delay the levy, execution or collection of any amount to which the party is entitled pursuant to the final judgment of any court having jurisdiction. Each party irrevocably consents to the service of process out of the summons and complaint and any other process aforementioned court in any such action or proceeding relating by the mailing of copies thereof by registered airmail, postage prepaid, to the transactions contemplated by such party at its address set forth in this Agreement, for and on behalf such service of itself or any process to be effective upon acknowledgement of its properties or assets, in accordance with Section 11.2 or in receipt of such other manner as may be permitted by applicable Law, and nothing in this Section 11.9 registered mail. Nothing herein shall affect the right of any party to serve legal process in any other manner permitted by applicable Law; (b) irrevocably and unconditionally consents and submits itself and its properties and assets in any action or proceeding to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware) in the event any dispute or controversy arises out of this Agreement or the transactions contemplated hereby, or for recognition and enforcement of any judgment in respect thereof; (c) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (d) agrees that any actions or proceedings arising in connection with this Agreement or the transactions contemplated hereby shall be brought, tried and determined only in the Court of Chancery of the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware); (e) waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same; and (f) agrees that it will not bring any action relating to this Agreement or the transactions contemplated hereby in any court other than the aforesaid courts. Each of Parent, Acquisition Sub and the Company agrees that a final judgment in any action or proceeding in such courts as provided above shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable law.

Consent to Jurisdiction. Each of the parties hereto Parties (a) irrevocably consents to the service of the summons and complaint and any other process (whether inside or outside the territorial jurisdiction of the Chosen Courts) in any action or proceeding Legal Proceeding relating to the transactions contemplated by this AgreementMerger or the Guarantee, for and on behalf of itself or any of its properties or assets, in accordance with Section 11.2 9.2 or in such other manner as may be permitted by applicable Law, and nothing in this Section 11.9 shall 9.10 will affect the right of any party Party to serve legal process in any other manner permitted by applicable Law; (b) irrevocably and unconditionally consents and submits itself and its properties and assets in any action or proceeding Legal Proceeding to the exclusive general jurisdiction of the Court of Chancery of the State of Delaware and any state appellate court therefrom within the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any other state or federal court within the State of Delaware) (the “Chosen Courts”) in the event that any dispute or controversy arises out of this Agreement Agreement, the Guarantee or the transactions contemplated hereby, hereby or for recognition and enforcement of any judgment in respect thereofthereby; (c) agrees that it will shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (d) agrees that any actions or proceedings Legal Proceeding arising in connection with this Agreement Agreement, the Guarantee or the transactions contemplated hereby or thereby shall be brought, tried and determined only in the Court of Chancery of the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware)Chosen Courts; (e) waives any objection that it may now or hereafter have to the venue of any such action or proceeding Legal Proceeding in any such court the Chosen Courts or that such action or proceeding Legal Proceeding was brought in an inconvenient court and agrees not to plead or claim the same; and (f) agrees that it will shall not bring any action Legal Proceeding relating to this Agreement Agreement, the Guarantee or the transactions contemplated hereby or thereby in any court other than the aforesaid courtsChosen Courts. Each of Parent, Acquisition Merger Sub and the Company agrees that a final judgment in any action or proceeding Legal Proceeding in such courts as provided above shall the Chosen Courts will be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable lawLaw.

Consent to Jurisdiction. (a) Each of the parties hereto hereby irrevocably submits to the exclusive jurisdiction of the courts of the State of Maryland and to the jurisdiction of the United States District Court for the State of Maryland, for the purpose of any Action (whether based on contract, tort or otherwise), directly or indirectly, arising out of or relating to this Agreement or the actions of the parties hereto in the negotiation, administration, performance and enforcement thereof, and each of the parties hereto hereby irrevocably agrees that all claims in respect to such Action may be heard and determined exclusively in any Maryland state or federal court. (b) Each of the parties hereto (ai) irrevocably consents to the service of the summons and complaint and any other process in any action or proceeding other Action relating to the transactions contemplated by this Agreement, for and on behalf of itself or any its property, by personal delivery of its properties or assets, in accordance with Section 11.2 or in copies of such other manner as may be permitted by applicable Law, process to such party and nothing in this Section 11.9 9.11 shall affect the right of any party to serve legal process in any other manner permitted by applicable Law; , (bii) irrevocably and unconditionally consents and submits to submit itself and its properties and assets in any action or proceeding to the exclusive personal jurisdiction of the Court of Chancery of any United States federal court located in the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, Maryland or any federal Maryland state court within the State of Delaware) in the event any dispute or controversy arises out of this Agreement or the transactions contemplated herebyby this Agreement, or for recognition and enforcement of any judgment in respect thereof; (ciii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (d) agrees that any actions or proceedings arising in connection with this Agreement or the transactions contemplated hereby shall be brought, tried and determined only in the Court of Chancery of the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware); (e) waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same; and (fiv) agrees that it will not bring any action Action relating to this Agreement or the transactions contemplated hereby by this Agreement in any court other than any United States federal court located in the aforesaid courtsState of Maryland or any Maryland state court. Each of Parent, Acquisition Merger Sub and the Company agrees that a final judgment in any action or proceeding in such courts as provided above Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable lawLaw.

Consent to Jurisdiction. Each Notwithstanding the place where any Guaranteed Obligation originates or arises, or is to be repaid, any suit, action or proceeding arising out of or relating to this Guaranty, any of the parties hereto (a) Loan Documents, or any borrowing made in connection with any of the Loan Documents, may be instituted in any court of the United States of America or the State of Michigan, sitting in the City of Detroit, State of Michigan, and each Guarantor hereby irrevocably waives any objection which it may have or hereafter have to the laying of the venue of any such suit, action or proceeding and any claim that any such suit, action or proceeding has been brought in an inconvenient forum; and each Guarantor hereby irrevocably submits his person and property to the jurisdiction of any such court in any such suit, action or proceeding. Each Guarantor hereby consents to the service of the summons and complaint and any other process in any suit, action or proceeding relating of the nature referred to the transactions contemplated by this Agreement, for and on behalf of itself or any of its properties or assets, in accordance with Section 11.2 or in such other manner as may be permitted by applicable Law, and nothing in this Section 11.9 17 by the mailing of a copy thereof by registered or certified mail, postage prepaid, or personally delivering a copy thereof to such Guarantor, at the address set forth under its signature below, or at such other address as such Guarantor may hereafter specify to the Obligation Holders in writing. Nothing in this Section 17 shall affect the right of any party Obligation Holder to serve legal process in any other manner permitted by applicable Law; (b) irrevocably and unconditionally consents and submits itself and law or limit the right of the Obligation Holders to bring proceedings against any Guarantor or any of its properties and assets property in the courts of any other jurisdiction in which it is subject to service of process. To the extent that any Guarantor now or hereafter may be entitled, in any action or proceeding jurisdiction in which proceedings may at any time be commenced with respect to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware) in the event any dispute or controversy arises out of this Agreement Guaranty or the transactions contemplated hereby, to claim itself or for recognition and its revenues, assets or properties any immunity (including, without limitation, immunity from service of process, jurisdiction, suit, judgment, counterclaim, enforcement of or execution on a judgment, attachment prior to the judgment, attachment in aid of execution of a judgment or other legal process), and to the extent that in any judgment such jurisdiction there may be attributed any such immunity (whether or not claimed), such Guarantor hereby irrevocably undertakes not to claim and hereby irrevocably waives any such immunity to the fullest extent permitted by law. Each Guarantor irrevocably and generally consents in respect thereof; (c) agrees that it will not attempt of any proceedings to deny the giving of any relief or defeat such personal jurisdiction by motion or other request for leave from the issue of any such court; (d) agrees that any actions or proceedings arising process in connection with this Agreement those proceedings including, without limitation, the making, enforcement or the transactions contemplated hereby shall be brought, tried and determined only in the Court of Chancery of the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, execution against any federal court within the State of Delaware); (e) waives any objection that it may now or hereafter have to the venue assets whatsoever of any such action order or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same; and (f) agrees that it will not bring any action relating to this Agreement or the transactions contemplated hereby in any court other than the aforesaid courts. Each of Parent, Acquisition Sub and the Company agrees that a final judgment in any action or proceeding in such courts as provided above shall be conclusive and which may be enforced made or given in other jurisdictions by suit on the judgment or in any other manner provided by applicable lawthose proceedings.

Consent to Jurisdiction. (a) Each of the parties hereto Parties hereby irrevocably submits to the exclusive jurisdiction of the courts of the State of Maryland and to the jurisdiction of the United States District Court for the State of Maryland, for the purpose of any Action (awhether based on contract, tort or otherwise), directly or indirectly, arising out of or relating to this Amendment or the actions of the Parties in the negotiation, administration, performance and enforcement thereof, and each of the Parties hereby irrevocably agrees that all claims in respect to such Action may be heard and determined exclusively in any Maryland state or federal court. (b) Each of the Parties (i) irrevocably consents to the service of the summons and complaint and any other process in any action or proceeding other Action relating to the transactions contemplated by this AgreementAmendment, for and on behalf of itself or any its property, by personal delivery of its properties or assets, in accordance with Section 11.2 or in copies of such other manner as may be permitted by applicable Law, process to such Party and nothing in this Section 11.9 7 shall affect the right of any party Party to serve legal process in any other manner permitted by applicable Law; , (bii) irrevocably and unconditionally consents and submits to submit itself and its properties and assets in any action or proceeding to the exclusive personal jurisdiction of the Court of Chancery of any United States federal court located in the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, Maryland or any federal Maryland state court within the State of Delaware) in the event any dispute or controversy arises out of this Agreement Amendment or the transactions contemplated herebyby this Amendment, or for recognition and enforcement of any judgment in respect thereof; (ciii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (d) agrees that any actions or proceedings arising in connection with this Agreement or the transactions contemplated hereby shall be brought, tried and determined only in the Court of Chancery of the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware); (e) waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same; and (fiv) agrees that it will not bring any action Action relating to this Agreement Amendment or the transactions contemplated hereby by this Amendment in any court other than any United States federal court located in the aforesaid courtsState of Maryland or any Maryland state court. Each of Parent, Acquisition Sub and the Company Parties agrees that a final judgment in any action or proceeding in such courts as provided above Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable lawLaw.

Consent to Jurisdiction. Each of the parties agrees that all actions, suits or proceedings arising out of or based upon this Agreement or the subject matter hereof shall be brought and maintained exclusively in the federal and state courts of the State of Delaware, provided that the Company may bring any such action, suit or proceeding against the Stockholder in any jurisdiction in which the Stockholder is subject to personal jurisdiction. Each of the parties hereto by execution hereof (ai) hereby irrevocably consents submits to the service of the summons and complaint and any other process in any action or proceeding relating to the transactions contemplated by this Agreement, for and on behalf of itself or any of its properties or assets, in accordance with Section 11.2 or in such other manner as may be permitted by applicable Law, and nothing in this Section 11.9 shall affect the right of any party to serve legal process in any other manner permitted by applicable Law; (b) irrevocably and unconditionally consents and submits itself and its properties and assets in any action or proceeding to the exclusive jurisdiction of the Court of Chancery of federal and state courts in the State of Delaware (orfor the purpose of any action, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware) in the event any dispute suit or controversy arises proceeding arising out of or based upon this Agreement or the transactions contemplated herebysubject matter hereof and (ii) hereby waives to the extent not prohibited by applicable law, and agrees not to assert, by way of motion, as a defense or otherwise, in any such action, suit or proceeding, any claim that he or it is not subject personally to the jurisdiction of the above-named courts, that he or it is immune from extraterritorial injunctive relief or other injunctive relief, that his or its property is exempt or immune from attachment or execution, that any such action, suit or proceeding may not be brought or maintained in one of the above-named courts, that any such action, suit or proceeding brought or maintained in one of the above-named courts should be dismissed on grounds of forum non conveniens, should be transferred to any court other than one of the above-named courts, should be stayed by virtue of the pendency of any other action, suit or proceeding in any court other than one of the above-named courts, or for recognition and enforcement of any judgment in respect thereof; (c) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (d) agrees that any actions or proceedings arising in connection with this Agreement or the transactions contemplated hereby shall subject matter hereof may not be brought, tried and determined only enforced in the Court of Chancery or by any of the State of Delaware (or, only if the Court of Chancery above-named courts. Each of the State parties hereto hereby consents to service of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware); (e) waives any objection that it may now or hereafter have to the venue of process in any such suit, action or proceeding in any such court manner permitted by the laws of the State of Delaware, agrees that service of process by registered or that such action certified mail, return receipt requested, at the address specified in or proceeding was brought in an inconvenient court pursuant to Section 4.7 is reasonably calculated to give actual notice and waives and agrees not to plead assert by way of motion, as a defense or otherwise, in any such action, suit or proceeding any claim that service of process made in accordance with Section 4.7 does not constitute good and sufficient service of process. The provisions of this Section 3.2 shall not restrict the same; and (f) agrees that it will not bring ability of any action relating party to this Agreement or the transactions contemplated hereby enforce in any court other than any judgment obtained in a federal or state court of the aforesaid courts. Each State of Parent, Acquisition Sub and the Company agrees that a final judgment in any action or proceeding in such courts as provided above shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable lawDelaware.

Consent to Jurisdiction. Each of the parties hereto Company and the Holder, by its respective execution hereof, (a) hereby irrevocably consents to the service of the summons and complaint and any other process in any action or proceeding relating to the transactions contemplated by this Agreement, for and on behalf of itself or any of its properties or assets, in accordance with Section 11.2 or in such other manner as may be permitted by applicable Law, and nothing in this Section 11.9 shall affect the right of any party to serve legal process in any other manner permitted by applicable Law; (b) irrevocably and unconditionally consents and submits itself and its properties and assets in any action or proceeding to the exclusive jurisdiction of the Chancery Court of Chancery of the State of Delaware (orand if Chancery Court does not accept jurisdiction, only the federal court located in Delaware and if the Court of Chancery of the State of federal court in Delaware declines to does not accept jurisdiction over a particular matterjurisdiction, any federal other state court within the State of in Delaware) for the purpose of any action, claim, cause of action or suit (in the event any dispute contract, tort or controversy arises otherwise), inquiry, proceeding or investigation arising out of or based upon this Agreement or Security and Terms of Securities, the transactions contemplated herebyCovered Matters, or for recognition and enforcement of any judgment in respect thereof; (c) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (d) agrees that any actions or proceedings arising in connection with this Agreement or the transactions contemplated hereby shall be brought, tried and determined only in the Court of Chancery of the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware); (e) waives any objection that it may now or hereafter have relating to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court subject matter hereof, (b) hereby waives to the extent not prohibited by applicable law, and agrees not to plead assert, and agrees not to allow any of its affiliates to assert, by way of motion, as a defense or otherwise, in any such action, any claim that it is not subject personally to the same; jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that any such proceeding brought in one of the above named courts is improper, or that this Security and Terms of Securities or the subject matter hereof may not be enforced in or by such court and (fc) hereby agrees that it will not bring to commence or maintain any action, claim, cause of action relating to or suit (in contract, tort or otherwise), inquiry, proceeding or investigation arising out of or based upon this Agreement or Security and Terms of Securities, the transactions contemplated hereby or relating to the subject matter hereof other than before one of the above-named courts nor to make any motion or take any other action seeking or intending to cause the transfer or removal of any such action, claim, cause of action or suit (in contract, tort or otherwise), inquiry, proceeding or investigation to any court other than one of the aforesaid courtsabove-named courts whether on the grounds of inconvenient forum or otherwise. Notwithstanding the foregoing, each of the Company and the Holder may commence and maintain an action to enforce a judgment of any of the above-named courts in any court of competent jurisdiction in the United States. Each of Parent, Acquisition Sub the Company and the Company Holder hereby consents to service of process in any such proceeding in any manner permitted by Delaware law, and agrees that a final judgment service of process by registered or certified mail, return receipt requested, at its address specified in any action or proceeding in such courts as provided above shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable lawSection 9(f) is reasonably calculated to give actual notice.

Consent to Jurisdiction. (a) Each of the parties hereto hereby (ai) expressly and irrevocably consents to the service of the summons and complaint and any other process in any action or proceeding relating to the transactions contemplated by this Agreement, for and on behalf of itself or any of its properties or assets, in accordance with Section 11.2 or in such other manner as may be permitted by applicable Law, and nothing in this Section 11.9 shall affect the right of any party to serve legal process in any other manner permitted by applicable Law; (b) irrevocably and unconditionally consents and submits itself and its properties and assets in any action or proceeding to the exclusive personal jurisdiction of the state courts of the Delaware Court of Chancery Chancery, any other court of the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, or any federal court within sitting in the State of Delaware) , in the event any dispute or controversy arises out of this Agreement or the transactions contemplated hereby, or for recognition and enforcement of any judgment in respect thereof; (cii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; , (d) agrees that any actions or proceedings arising in connection with this Agreement or the transactions contemplated hereby shall be brought, tried and determined only in the Court of Chancery of the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware); (e) waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same; and (fiii) agrees that it will not bring any action Action relating to this Agreement or the transactions contemplated hereby in any court other than the aforesaid courtsDelaware Court of Chancery, any other court of the State of Delaware or any federal court sitting in the State of Delaware, (iv) 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 Action arising out of or relating to this Agreement and (v) agrees that each of the other parties hereto shall have the right to bring any Action for enforcement of a judgment entered by the state courts of the Delaware Court of Chancery, any other court of the State of Delaware or any federal court sitting in the State of Delaware. Each of Parentthe Acquiring Parties, Acquisition Merger Sub and the Company agrees that a final judgment in any action or proceeding in such courts as provided above Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable lawLaw. (b) Each party irrevocably consents to the service of process outside the territorial jurisdiction of the courts referred to in Section 9.10(a) in any such Action by mailing copies thereof by registered or certified United States mail, postage prepaid, return receipt requested, to its address as specified in or pursuant to Section 9.2. However, the foregoing shall not limit the right of a party to effect service of process on the other party by any other legally available method.

Consent to Jurisdiction. Each of the parties hereto (a) irrevocably consents to the service of the summons and complaint and any other process in any action or proceeding relating to the transactions contemplated by this Agreement, for and on behalf of itself or any of its properties or assets, in accordance with Section 11.2 or in such other manner as may be permitted by applicable Law, and nothing in this Section 11.9 shall affect the right of any party to serve legal process in any other manner permitted by applicable Law; (b) The Parties hereby irrevocably and unconditionally consents and submits itself and its properties and assets in any action or proceeding submit to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or, only if the such court shall not have jurisdiction, any Superior Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any or federal court of the United States of America located within the State of Delaware) , solely in respect of the event any dispute or controversy arises out interpretation and enforcement of the provisions of this Agreement or and of the transactions contemplated herebydocuments referred to in this Agreement, or for recognition and enforcement of any judgment in respect thereof; (c) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (d) agrees that any actions or proceedings arising in connection with this Agreement or of the transactions contemplated hereby and thereby, and, to the fullest extent permitted by applicable Law, hereby waive, and agree not to assert, as a defense in any action, suit or other Proceeding for the interpretation or enforcement hereof or thereof, that it is not subject thereto or that such action, suit or other Proceeding may not be brought or is not maintainable in said courts or that the venue thereof may not be appropriate or that this Agreement or any such document may not be enforced in or by such courts, and the Parties irrevocably and unconditionally agree that all claims with respect to such action, suit or other Proceeding shall be brought, tried heard and determined only in the Delaware Court of Chancery or, to the extent otherwise required by applicable Law, the Superior Court of the State of Delaware or federal court of the United States of America located within the State of Delaware. The Parties hereby consent to and grant any such court jurisdiction over such Parties and over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such action, suit or Proceeding in the manner provided for notices in Section 7.3 or in such other manner as may be permitted by applicable Law, shall be valid and sufficient service thereof. With respect to any particular action, suit or other Proceeding, venue shall lie solely in the Court of Chancery of the State of Delaware (or, only if to the extent otherwise required by applicable Law, the Superior Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any or such federal court located within the State of Delaware); (e) waives any objection that it may now or hereafter have . The Parties further agree, to the venue of any such action or proceeding extent permitted by applicable Law, that final and non-appealable judgment against a Party in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same; and (f) agrees that it will not bring any action relating to this Agreement or the transactions Proceeding contemplated hereby in any court other than the aforesaid courts. Each of Parent, Acquisition Sub and the Company agrees that a final judgment in any action or proceeding in such courts as provided above shall be conclusive and may be enforced in any other jurisdictions jurisdiction within or outside the United States by suit on the judgment judgment, a certified or in any other manner provided by applicable lawexemplified copy of which shall be conclusive evidence of the fact and amount of such judgment.

Consent to Jurisdiction. Each of the parties hereto (a) The parties hereto hereby irrevocably consents to the service of the summons and complaint and any other process in any action or proceeding relating to the transactions contemplated by this Agreement, for and on behalf of itself or any of its properties or assets, in accordance with Section 11.2 or in such other manner as may be permitted by applicable Law, and nothing in this Section 11.9 shall affect the right of any party to serve legal process in any other manner permitted by applicable Law; (b) irrevocably and unconditionally consents and submits itself and its properties and assets in any action or proceeding submit to the exclusive jurisdiction of the Court courts of Chancery of the State of Delaware (orHouston, only if Texas and the Court of Chancery of the State of Delaware declines to accept jurisdiction located in Delaware, and appropriate appellate courts therefrom, over a particular matter, any federal court within the State of Delaware) in the event any dispute or controversy arises arising out of or relating to this Agreement or any of the transactions contemplated hereby, or for recognition and enforcement of any judgment each party hereby irrevocably agrees that all claims in respect thereof; (c) agrees that it will not attempt to deny of such dispute or defeat such personal jurisdiction by motion or other request for leave from any such court; (d) agrees that any actions or proceedings arising in connection with this Agreement or the transactions contemplated hereby shall proceeding may be brought, tried heard and determined only in such courts. The parties hereby irrevocably waive, to the Court of Chancery of the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matterfullest extent permitted by applicable law, any federal court within the State of Delaware); (e) waives any objection that it which they may now or hereafter have to the laying of venue of any such action dispute arising out of or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same; and (f) agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated hereby brought in such court or any court other than defense of inconvenient forum for the aforesaid courtsmaintenance of such dispute. Each of Parent, Acquisition Sub and the Company parties hereto agrees that a final judgment in any action or proceeding in such courts as provided above shall be conclusive and dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable law. This consent to jurisdiction is being given solely for purposes of this Agreement and is not intended to, and shall not, confer consent to jurisdiction with respect to any other dispute in which a party to this Agreement may become involved. (b) Each of the parties hereto hereby consents to process being served by any party to this Agreement in any suit, action, or proceeding of the nature specified in subsection (a) above by the mailing of a copy thereof in the manner specified by the provisions of Section 5.2. (c) Each of the parties hereto hereby irrevocably waives all right to trial by jury in any action, proceeding, or counterclaim arising out of or relating to this Agreement.

Consent to Jurisdiction. (a) Each of the parties hereto (a) Borrowers and the Guarantors hereby irrevocably consents and unconditionally submits, for itself and its property, to the service nonexclusive jurisdiction of any New York State court or Federal court of the summons and complaint United States of America sitting in New York County, and any other process appellate court thereof, in any action or proceeding arising out of or relating to the transactions contemplated by this Agreement, for and on behalf of itself Agreement or any of its properties the other Finance Documents to which such Security Party is a party or assets, in accordance with Section 11.2 for recognition or in such other manner as may be permitted by applicable Lawenforcement of any judgment, and nothing in this Section 11.9 shall affect each of the right of any party to serve legal process in any other manner permitted by applicable Law; (b) parties hereto hereby irrevocably and unconditionally consents and submits itself and its properties and assets in any action or proceeding to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware) in the event any dispute or controversy arises out of this Agreement or the transactions contemplated hereby, or for recognition and enforcement of any judgment agrees that all claims in respect thereof; (c) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (d) agrees that any actions or proceedings arising in connection with this Agreement or the transactions contemplated hereby shall be brought, tried and determined only in the Court of Chancery of the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware); (e) waives any objection that it may now or hereafter have to the venue of any such action or proceeding may be heard and determined in any such court or that New York State Court or, to the extent permitted by law, in such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same; and (f) agrees that it will not bring any action relating to this Agreement or the transactions contemplated hereby in any court other than the aforesaid courtsFederal court. Each of Parent, Acquisition Sub and the Company parties hereto agrees that a final judgment in any such action or proceeding in such courts as provided above shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable law. (b) Nothing in this Clause 32.2 shall affect the right of a Creditor Party to bring any action or proceeding against a Security Party or its property in the courts of any other jurisdictions where such action or proceeding may be heard. (c) Each of the Borrowers and the Guarantors hereby irrevocably and unconditionally waives 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 suit, action or proceeding arising out of or relating to this Agreement or any other Finance Document to which it is a party in any New York State or Federal court and the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court; and (ii) any immunity from suit, the jurisdiction of any court in which judicial proceedings may at any time be commenced with respect to this Agreement or any other Finance Document or from any legal process with respect to itself or its property (including without limitation attachment prior to judgment, attachment in aid of execution of judgment, set-off, execution of a judgment or any other legal process), and to the extent that in any such jurisdiction there may be attributed to such person such an immunity (whether or not claimed), such person hereby irrevocably agrees not to claim such immunity. (d) Each of the Borrowers and the Guarantors hereby agrees to appoint Lxxxxx & Rxxx Tax Associates, Ltd., with offices currently located at 500 Xxxxxxx Xxxxxx, Xxx Xxxx, XX 00000, as its designated agent for service of process for any action or proceeding arising out of or relating to this Agreement or any other Finance Document. Each of the Borrowers and the Guarantors also irrevocably consents to the service of any and all process in any such action or proceeding by the mailing of copies of such process to its address specified in Clause 29.2. Each of the Borrowers and the Guarantors also agrees that service of process may be made on it by any other method of service provided for under the applicable laws in effect in the State of New York.

Consent to Jurisdiction. Each of the The parties hereto (a) hereby irrevocably consents submit to the service non-exclusive jurisdiction of any state court sitting in the summons City of New York, Borough of Manhattan and complaint the United States District Court for the Southern District of New York, and appropriate appellate courts therefrom, over any other process in any action dispute arising out of or proceeding relating to the transactions contemplated by this Agreement, for and on behalf of itself Agreement or any of its properties or assets, in accordance with Section 11.2 or in such other manner as may be permitted by applicable Law, and nothing in this Section 11.9 shall affect the right of any party to serve legal process in any other manner permitted by applicable Law; (b) irrevocably and unconditionally consents and submits itself and its properties and assets in any action or proceeding to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware) in the event any dispute or controversy arises out of this Agreement or the transactions contemplated hereby, or for recognition and enforcement of any judgment each party hereby irrevocably agrees that all claims in respect thereof; (c) agrees that it will not attempt to deny of such dispute or defeat such personal jurisdiction by motion or other request for leave from any such court; (d) agrees that any actions or proceedings arising in connection with this Agreement or the transactions contemplated hereby shall proceeding may be brought, tried heard and determined only in such courts. The parties hereby irrevocably waive, to the Court of Chancery of the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matterfullest extent permitted by applicable law, any federal court within the State of Delaware); (e) waives any objection that it which they may now or hereafter have to the laying of venue of any such action dispute arising out of or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same; and (f) agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated hereby brought in such court or any court other than defense of inconvenient forum for the aforesaid courtsmaintenance of such dispute. Each of Parent, Acquisition Sub and the Company parties hereto agrees that a final judgment in any action or proceeding in such courts as provided above shall be conclusive and dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable law. This consent to jurisdiction is being given solely for purposes of this Agreement and is not intended to, and shall not, confer consent to jurisdiction with respect to any other dispute in which a party to this Agreement may become involved. Each of the parties hereto hereby consents to process being served by any party to this Agreement in any suit, action, or proceeding of the nature specified in the paragraph above by the mailing of a copy thereof in the manner specified by the provisions of subsection (b) of this Section 12. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT.