Common use of Consent to Jurisdiction Clause in Contracts

Consent to Jurisdiction. Each of the parties hereby irrevocably and unconditionally (a) submits, for itself and its property, to the exclusive jurisdiction and venue of the Delaware Court of Chancery (or, only if the Delaware Court of Chancery does not have jurisdiction over a particular matter, the Superior Court of the State of Delaware (and the Complex Commercial Litigation Division thereof if such division has jurisdiction over the particular matter), or if the Superior Court of the State of Delaware does not have jurisdiction, any federal court of the United States of America sitting in the State of Delaware) (“Delaware Courts”), and any appellate court from any decision thereof, in any Action arising out of or relating to this Agreement, including the negotiation, execution or performance of this Agreement and agrees that all claims in respect of any such Action shall be heard and determined in the Delaware Courts, (b) 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 or the negotiation, execution or performance of this Agreement in the Delaware Courts, including any objection based on its place of incorporation or domicile, (c) waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such Action in any such court and (d) agrees that a final judgment in any such Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each of the parties consents and agrees that service of process, summons, notice or document for any action permitted hereunder may be delivered by registered mail addressed to it at the applicable address set forth in Section 5.01 or in any other manner permitted by applicable Law.

Consent to Jurisdiction. (a) Each of the parties hereby hereto hereby, with respect to any legal claim or Proceeding arising out of this Agreement or the transactions contemplated by this Agreement, (i) expressly and irrevocably and unconditionally (a) submits, for itself and with respect to its property, generally and unconditionally, to the exclusive jurisdiction and venue of the Delaware Court of Chancery and any appellate court therefrom within the State of Delaware (or, only if the Delaware Court of Chancery does not have declines to accept jurisdiction over a particular matter, the Superior Court of the State of Delaware (and the Complex Commercial Litigation Division thereof if such division has jurisdiction over the particular matter), any state or if the Superior Court of the State of Delaware does not have jurisdiction, any federal court of the United States of America sitting in within the State of Delaware) (“Delaware Courts”), and any appellate court (ii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any decision thereofsuch courts, in (iii) agrees that it will not bring any Action arising out of claim or Proceeding relating to this Agreement, including Agreement or the negotiation, execution or performance of transactions contemplated by this Agreement except in such courts and agrees that all claims in respect of any such Action shall be heard and determined in the Delaware Courts, (biv) irrevocably waives, to the fullest extent it may legally and effectively do so, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, any objection which it may now or hereafter have to the laying of venue of any Action claim or Proceeding arising out of or relating to this Agreement or Agreement. Notwithstanding the negotiationforegoing, execution or performance each of this Agreement in Parent, Merger Sub and the Delaware Courts, including any objection based on its place of incorporation or domicile, (c) waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such Action in any such court and (d) Company agrees that a final and nonappealable judgment in any such Action Proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each of the parties consents and agrees that service of process, summons, notice or document for any action permitted hereunder may be delivered by registered mail addressed to it at the applicable address set forth in Section 5.01 or in any other manner permitted by applicable Law.

Consent to Jurisdiction. Each of the parties Seller and Purchaser hereby irrevocably submit and unconditionally (a) submits, for itself and its property, consent to the exclusive venue and jurisdiction and venue of the Delaware Court of Chancery (or, only if the Delaware Court of Chancery does not have jurisdiction over a particular matter, the Superior Supreme Court of the State of Delaware (New York in respect of the interpretation and enforcement of the Complex Commercial Litigation Division thereof if provisions of this Agreement, and hereby waive and agree not to assert as a defense in any action, suit or proceeding for the interpretation or enforcement of this Agreement, that it is not subject thereto or that such division has jurisdiction over action, suit or proceeding may not be brought or is not maintainable in said courts or that this Agreement may not be enforced in or by said courts or that its property is exempt or immune from execution, that the particular matter)suit, action or proceeding is brought in an inconvenient forum, or if that the Superior Court venue of the suit, action or proceeding is improper. Seller and Purchaser agree that service of process may be made in any manner permitted by the laws of the State of Delaware does not have jurisdiction, any New York or the federal court laws of the United States of America sitting in the State of Delaware) (“Delaware Courts”), and any appellate court from any decision thereof, in any Action arising out of such action, suit or relating proceeding against Seller or Purchaser with respect to this Agreement, including the negotiation, execution or performance . Service of this Agreement and agrees that all claims in respect of any process upon such Action authorized agent shall be heard deemed, in every respect, effective service of process upon Seller or Purchaser and determined in the Delaware Courts, (b) waives, shall remain effective until Seller or Purchaser shall appoint another agent for service or process acceptable to the fullest extent other Party. Seller and Purchaser agree that final judgment (with all right of appeal having expired or been waived) against 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 or the negotiation, execution or performance of this Agreement in the Delaware Courts, including any objection based on its place of incorporation or domicile, (c) waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such Action in any such court and (d) agrees that a final judgment in any such Action action, suit or proceeding shall be conclusive and may be enforced that the other Party is entitled to enforce such judgment in any other jurisdictions jurisdiction by suit on the judgment or in any other manner provided by Law. Each judgment, a certified copy of which shall be conclusive evidence of the parties consents fact and agrees that service amount of process, summons, notice or document for any action permitted hereunder may be delivered by registered mail addressed to it at the applicable address set forth in Section 5.01 or in any other manner permitted by applicable Lawindebtedness arising from such judgment.

Consent to Jurisdiction. (a) Each of the parties hereby Parties hereto hereby, with respect to any legal claim or Proceeding arising out of this Agreement or the transactions contemplated by this Agreement, (i) expressly and irrevocably and unconditionally (a) submits, for itself and with respect to its property, generally and unconditionally, to the exclusive jurisdiction and venue of the Delaware Court of Chancery and any appellate court therefrom within the State of Delaware (or, only if the Delaware Court of Chancery does not have declines to accept jurisdiction over a particular matter, the Superior Court of the State of Delaware (and the Complex Commercial Litigation Division thereof if such division has jurisdiction over the particular matter), any state or if the Superior Court of the State of Delaware does not have jurisdiction, any federal court of the United States of America sitting in within the State of Delaware) (“Delaware Courts”), and any appellate court (ii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any decision thereofsuch courts, in (iii) agrees that it will not bring any Action arising out of claim or Proceeding relating to this Agreement, including Agreement or the negotiation, execution or performance of transactions contemplated by this Agreement except in such courts and agrees that all claims in respect of any such Action shall be heard and determined in the Delaware Courts, (biv) irrevocably waives, to the fullest extent it may legally and effectively do so, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, any objection which it may now or hereafter have to the laying of venue of any Action claim or Proceeding arising out of or relating to this Agreement or Agreement. Notwithstanding the negotiationforegoing, execution or performance each of this Agreement in the Delaware Courts, including any objection based on its place of incorporation or domicile, (c) waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such Action in any such court Parent and (d) Stockholder agrees that a final and nonappealable judgment in any such Action Proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each of the parties consents and agrees that service of process, summons, notice or document for any action permitted hereunder may be delivered by registered mail addressed to it at the applicable address set forth in Section 5.01 or in any other manner permitted by applicable Law.

Consent to Jurisdiction. Each of the parties hereto hereby irrevocably and unconditionally (a) submits, for itself and its property, to the exclusive jurisdiction and venue of the Delaware Court of Chancery (or, only if the Delaware Court of Chancery does not have jurisdiction over a particular matter, the Superior Court of the State of Delaware (and the Complex Commercial Litigation Division thereof if such division has jurisdiction over the particular matter), or if the Superior Court of the State of Delaware does not have jurisdiction, any federal court of the United States District Court for the Central District of America sitting in the State of Delaware) (“Delaware Courts”), and any appellate court from any decision thereof, California in any Action arising out of action or relating to this Agreement, including the negotiation, execution or performance of this Agreement and agrees that all claims in respect of any such Action shall be heard and determined in the Delaware Courts, (b) 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 proceeding arising out of or relating to this Agreement or the negotiationtransactions contemplated hereunder or for recognition or enforcement of any judgment relating thereto, execution or performance and each of this Agreement the parties hereto hereby irrevocably and unconditionally agrees that all claims in the Delaware Courts, including any objection based on its place respect of incorporation or domicile, (c) waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such Action in any such court action or proceeding may be heard and (d) determined in such federal court. Each of the parties hereto agrees that a final judgment in any such Action action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Lawlaw. Each of the parties consents hereto irrevocably and agrees unconditionally waives, to the fullest extent it or he may legally and effectively do so, any objection that it or he 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 the transactions contemplated hereunder in the United States District Court for the Central District of California. Each of the parties hereto irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. The parties hereto further agree that the mailing by certified or registered mail, return receipt requested, of any process required by any such court shall constitute valid and lawful service of processprocess against them, summonswithout the necessity for service by any other means provided by law, notice or document with respect to any matters for which it has submitted to jurisdiction pursuant to this Section 9(o). The foregoing consents to jurisdiction and appointments of agents to receive service of process shall not constitute general consents to service of process in the State of California for any action permitted hereunder may purpose except as provided above and shall not be delivered by registered mail addressed deemed to it at confer rights on any Person other than the applicable address set forth in Section 5.01 or in any other manner permitted by applicable Lawrespective parties to this Agreement.

Consent to Jurisdiction. Each of the parties hereby irrevocably and unconditionally (a) submits, for itself and its property, to the exclusive jurisdiction and venue of the Delaware Court of Chancery (of the State of Delaware or, in the event, but only if in the Delaware Court of Chancery does event, that such court shall not have jurisdiction over a particular mattersuch action or proceeding, the Superior Court of the State of Delaware (and the Complex Commercial Litigation Division thereof Division) or, if such division has jurisdiction over the particular matter), action or if proceeding is vested exclusively in the Superior Court of the State of Delaware does not have jurisdiction, any federal court courts of the United States of America sitting in America, the State United States District Court for the District of Delaware) (“Delaware Courts”), and any appellate court from any decision thereofthereof (such courts, the “Chosen Courts”), in any Action action or proceeding arising out of or relating to this AgreementAgreement or the transactions contemplated hereby or for recognition or enforcement of any judgment relating thereto, including and each of the negotiationparties hereby irrevocably and unconditionally (i) agrees not to commence any such action or proceeding except in such Chosen Courts, execution or performance of this Agreement and (ii) agrees that all claims any claim in respect of any such Action shall action or proceeding may be heard and determined in the Delaware Chosen Courts, (biii) 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 such action or relating to this Agreement or the negotiationproceeding in any such court, execution or performance of this Agreement in the Delaware Courts, including any objection based on its place of incorporation or domicile, and (civ) waives, to the fullest extent permitted by LawLegal Requirements, the defense of an inconvenient forum to the maintenance of such Action action or proceeding in any such court and (d) Chosen Court. Each of the parties agrees that a final judgment in any such Action action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by LawLegal Requirements. Each of the parties party to this Agreement irrevocably consents and agrees that to service of process, summons, notice or document process in the manner provided for any action permitted hereunder may be delivered by registered mail addressed to it at the applicable address set forth notices in Section 5.01 or 4.3. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by applicable LawLegal Requirements.

Consent to Jurisdiction. (a) Each of the parties hereby party hereto irrevocably and unconditionally (a) submitsagrees that it will not commence any action, for itself and its propertylitigation or proceeding of any kind or description, to the exclusive jurisdiction and venue whether in law or equity, whether in contract or in tort or otherwise, against any other party hereto, or any Related Party of the Delaware Court of Chancery (orforegoing in any way relating to this Credit Agreement or any other Loan Document or the transactions relating hereto or thereto, only if in any forum other than the Delaware Court of Chancery does not have jurisdiction over a particular matter, the Superior Court courts of the State of Delaware (New York sitting in New York County, and the Complex Commercial Litigation Division thereof if such division has jurisdiction over the particular matter), or if the Superior Court of the State of Delaware does not have jurisdiction, any federal court of the United States District Court of America sitting in the State Southern District of Delaware) (“Delaware Courts”)New York, and any appellate court from any decision thereof, in any Action arising out and each of or relating the parties hereto irrevocably and unconditionally submits to this Agreement, including the negotiation, execution or performance jurisdiction of this Agreement such courts and agrees that all claims in respect of any such Action shall action, litigation or proceeding may be heard and determined in the Delaware Courts, (b) 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 or the negotiation, execution or performance of this Agreement in the Delaware Courts, including any objection based on its place of incorporation or domicile, (c) waivessuch New York State court or, to the fullest extent permitted by Lawapplicable law, in such federal court. Each of the defense of an inconvenient forum to the maintenance of such Action in any such court and (d) parties hereto agrees that a final judgment in any such Action action, litigation or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Lawlaw. 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 consents and agrees that service of processhereto hereby irrevocably waives, summons, notice or document for any action permitted hereunder may be delivered by registered mail addressed to it at the applicable address set forth in Section 5.01 or in any other manner fullest extent permitted by applicable Lawlaw, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

Consent to Jurisdiction. Each of the parties hereby irrevocably and unconditionally (a) submits, for itself and its property, The Borrower hereby irrevocably submits to the exclusive jurisdiction and venue of the Delaware Court of Chancery (or, only if the Delaware Court of Chancery does not have jurisdiction over a particular matter, the Superior Court of the any New York State of Delaware (and the Complex Commercial Litigation Division thereof if such division has jurisdiction over the particular matter), or if the Superior Court of the State of Delaware does not have jurisdiction, any federal Federal court of the United States of America sitting in the State of Delaware) (“Delaware Courts”), New York City and any appellate court from any decision thereof, thereof in any Action arising out action or proceeding by the Administrative Agent, the Arranger, any Lender or the holder of or relating to this Agreement, including the negotiation, execution or performance of this Agreement and agrees that all claims any Note in respect of any such Action shall be heard and determined of, but only in the Delaware Courts, (b) waives, to the fullest extent it may legally and effectively do sorespect of, any objection which it may now claims or hereafter have to the laying causes of venue of any Action action arising out of or relating to this Agreement or the negotiationNotes (such claims and causes of action, execution 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 performance of this Agreement in the Delaware Courts, including any objection based on its place of incorporation or domicile, (c) such Federal court. The Borrower hereby irrevocably waives, to the fullest extent permitted by Lawit may effectively do so, the defense of an inconvenient forum to the maintenance of such Action action or proceeding in any aforementioned court in respect of Permitted Claims. Service of the summons and complaint and any other process which may be served by the Administrative Agent, the Arranger, any Lender or the holder of any Note on the Borrower in any such action or proceeding in any aforementioned court in respect of Permitted Claims may be made by delivering separate copies of such process to the Borrower by courier and by certified mail (d) return receipt requested), fees and postage prepaid at the Borrower's address specified pursuant to Section 8.02, to the attention of each of the Treasurer and the Executive Vice President, Law. The Borrower agrees that a final judgment in any such Action action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each of the parties consents and agrees that service of process, summons, notice or document for any action permitted hereunder may be delivered by registered mail addressed to it at the applicable address set forth in Section 5.01 or in any other manner permitted by applicable Lawlaw.

Consent to Jurisdiction. Each of the parties Generico Parties and the Alpha Parties irrevocably agrees that any legal action or proceeding with respect to this Agreement, the transactions contemplated hereby, any provision hereof, the breach, performance, validity or invalidity hereof or for recognition and enforcement of any judgment in respect 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 Delaware, and each of the Generico Parties and the Alpha Parties hereby irrevocably submits with regard to any such action or proceeding for themselves and unconditionally (a) submitsin respect to their property, for itself generally and its propertyunconditionally, to the exclusive jurisdiction and venue of the Delaware Court of Chancery (or, only if the Delaware Court of Chancery does not have jurisdiction over a particular matter, the Superior Court aforesaid courts. Each of the State of Delaware (Generico Parties and the Complex Commercial Litigation Division thereof if such division has jurisdiction over the particular matter), or if the Superior Court of the State of Delaware does not have jurisdiction, any federal court of the United States of America sitting in the State of Delaware) (“Delaware Courts”)Alpha Parties hereby irrevocably waives, and any appellate court from any decision thereofagrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any Action arising out of action or relating proceeding with respect to this Agreement, including the negotiationtransactions contemplated hereby, execution any provision hereof or performance the breach, performance, enforcement, validity or invalidity hereof, (a) any claim that it is not personally subject to the jurisdiction of this Agreement and agrees that all claims in respect of the above-named courts for any such Action shall be heard and determined in reason other than the Delaware Courtsfailure to lawfully serve process, (b) waives, to the fullest extent that it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue its property is exempt or immune from jurisdiction of any Action arising out such court or from any legal process commenced in such courts (whether through service of or relating notice, attachment prior to this Agreement or the negotiationjudgment, attachment in aid of execution of judgment, execution of judgment or performance of this Agreement in the Delaware Courts, including any objection based on its place of incorporation or domicile, otherwise) and (c) waives, to the fullest extent permitted by LawApplicable Laws, that (i) the defense of an inconvenient forum to the maintenance of such Action suit, action or proceeding in any such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper and (diii) agrees that a final judgment in any such Action shall be conclusive and 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 Law. Each of the parties consents and agrees that service of process, summons, notice or document for any action permitted hereunder may be delivered by registered mail addressed to it at the applicable address set forth in Section 5.01 or in any other manner permitted by applicable Lawsuch courts.

Consent to Jurisdiction. Each of the parties hereto hereby irrevocably and unconditionally (a) submits, for itself and its property, to the exclusive jurisdiction and venue of the Delaware Court of Chancery (or, only if the Delaware Court of Chancery does not have jurisdiction over a particular matter, the Superior Court of the State of Delaware (and the Complex Commercial Litigation Division thereof if such division has jurisdiction over the particular matter), or if the Superior Court of the State of Delaware does not have jurisdiction, any federal court of the United States of America sitting in the State of Delaware) (“Delaware Courts”), and any appellate court from any decision thereof, in any Action arising out of or relating to this Agreement, including the negotiation, execution or performance of this Agreement and agrees that all claims in respect of any such Action shall be heard and determined in the Delaware Courts, (b) 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 or the negotiation, execution or performance of this Agreement in the Delaware Courts, including any objection based on its place of incorporation or domicile, (c) waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such Action in any such court and (d) agrees that a final judgment in any such Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each of the parties consents and agrees that service of process, summons, notice or document for any action permitted hereunder may be delivered by registered mail addressed to it at the applicable address set forth in Section 5.01 6.01 or in any other manner permitted by applicable Law. Service of any process, summons, notice or document by registered mail or overnight courier addressed to any of the parties hereto at the addresses set forth above shall be effective service of process against such party for any suit, action or proceeding brought in any such court.

Consent to Jurisdiction. Each Subject to the provisions of Article VIII, each of the parties hereby irrevocably Parties hereto agrees that the appropriate, exclusive and unconditionally (a) submits, convenient forum for itself and its property, to the exclusive jurisdiction and venue any disputes between any of the Delaware Parties hereto arising out of this Agreement or the transactions contemplated hereby shall be brought and determined in the Court of Chancery (or, only if the Delaware Court of Chancery does not have jurisdiction over a particular matter, the Superior Court of the State of Delaware (and Delaware; provided, that if jurisdiction is not then available in the Complex Commercial Litigation Division thereof if such division has jurisdiction over the particular matter), or if the Superior Court of Chancery of the State of Delaware does not have jurisdictionDelaware, then any such legal action or proceeding may be brought in any federal court of the United States of America sitting located in the State of Delaware) Delaware or any other Delaware state court (the “Delaware Courts”), and any appellate court from any decision thereof, in any Action arising out . Each of or relating to this Agreement, including the negotiation, execution or performance of this Agreement and Parties further agrees that all claims delivery of notice or document by United States registered mail to such Party’s respective address set forth in respect of any such Action Section 10.6 shall be heard and determined effective as to the contents of such notice or document; provided, that service of process or summons for any action, suit or proceeding in the Delaware Courts, (b) waives, Courts with respect to any matters to which it has submitted to jurisdiction in this Section 10.19 shall be effective only pursuant to service on a Party’s registered agent for service of process. Each of the fullest extent it may legally Parties irrevocably and effectively do so, unconditionally waives any objection which it may now or hereafter have to the laying of venue of any Action action, suit or proceeding arising out of or relating to this Agreement or the negotiation, execution or performance of this Agreement transactions contemplated hereby in the Delaware Courts, including any objection based on its place of incorporation and hereby further irrevocably and unconditionally waives and agrees not to plead or domicile, (c) waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such Action claim in any such court and (d) agrees that a final judgment any such action, suit or proceeding brought in any such Action shall be conclusive and may be enforced court has been brought in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each of the parties consents and agrees that service of process, summons, notice or document for any action permitted hereunder may be delivered by registered mail addressed to it at the applicable address set forth in Section 5.01 or in any other manner permitted by applicable Lawan inconvenient forum.

Consent to Jurisdiction. Each Any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby or thereby will be brought exclusively in the United States District Court for the District of Delaware or in the Court of Chancery of the State of Delaware, and each of the parties hereto hereby irrevocably and unconditionally (a) submits, for itself and its property, consents to the exclusive jurisdiction of those courts (and venue of the Delaware Court of Chancery (or, only if the Delaware Court of Chancery does not have jurisdiction over a particular matter, the Superior Court of the State of Delaware (and the Complex Commercial Litigation Division thereof if such division has jurisdiction over the particular matter), or if the Superior Court of the State of Delaware does not have jurisdiction, any federal court of the United States of America sitting in the State of Delawareappropriate appellate courts therefrom) (“Delaware Courts”), and any appellate court from any decision thereof, in any Action arising out of suit, action or relating to this Agreement, including the negotiation, execution or performance of this Agreement proceeding and agrees that all claims in respect of any such Action shall be heard and determined in the Delaware Courts, (b) irrevocably waives, to the fullest extent it may legally and effectively do sopermitted by applicable Law, any objection which it may now or hereafter have to the laying of the venue of any Action arising out suit, action or proceeding in any of those courts or relating to this Agreement that any suit, action or the negotiationproceeding which is brought in any of those courts has been brought in an inconvenient forum. Process in any suit, execution action or performance of this Agreement proceeding may be served on any party anywhere in the Delaware Courtsworld, including whether within or without the jurisdiction of any objection based on its place of incorporation or domicile, (c) waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such Action in any such court and (d) agrees that a final judgment in any such Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each of the parties consents and named courts. Without limiting the foregoing, each party agrees that service of process, summons, process on it by notice or document for any action permitted hereunder may be delivered by registered mail addressed to it at the applicable address set forth as provided in Section 5.01 or in any other manner permitted by applicable Law7 will be deemed effective service of process. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY.

Consent to Jurisdiction. (a) Each of the parties hereby Parties hereby, with respect to any legal claim or Proceeding arising out of this Agreement or the transactions contemplated by this Agreement, (i) expressly and irrevocably and unconditionally (a) submits, for itself and with respect to its property, generally and unconditionally, to the exclusive jurisdiction and venue of the Delaware Court of Chancery and any appellate court therefrom within the State of Delaware (or, only if the Delaware Court of Chancery does not have declines to accept jurisdiction over a particular matter, the Superior Court of the State of Delaware (and the Complex Commercial Litigation Division thereof if such division has jurisdiction over the particular matter), any state or if the Superior Court of the State of Delaware does not have jurisdiction, any federal court of the United States of America sitting in within the State of Delaware) (“Delaware Courts”), and any appellate court (ii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any decision thereofsuch courts, in (iii) agrees that it will not bring any Action arising out of claim or Proceeding relating to this Agreement, including Agreement or the negotiation, execution or performance of transactions contemplated by this Agreement except in such courts and agrees that all claims in respect of any such Action shall be heard and determined in the Delaware Courts, (biv) irrevocably waives, to the fullest extent it may legally and effectively do so, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, any objection which it may now or hereafter have to the laying of venue of any Action claim or Proceeding arising out of or relating to this Agreement or Agreement. Notwithstanding the negotiationforegoing, execution or performance each of this Agreement in the Delaware Courts, including any objection based on its place of incorporation or domicile, (c) waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such Action in any such court and (d) Parties agrees that a final and nonappealable judgment in any such Action Proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each of the parties consents and agrees that service of process, summons, notice or document for any action permitted hereunder may be delivered by registered mail addressed to it at the applicable address set forth in Section 5.01 or in any other manner permitted by applicable Law.

Consent to Jurisdiction. Each The Company and the Indemnitee each hereby irrevocably consent to the jurisdiction of the parties hereby irrevocably state and unconditionally (a) submits, for itself and its property, to the exclusive jurisdiction and venue of the Delaware Court of Chancery (or, only if the Delaware Court of Chancery does not have jurisdiction over a particular matter, the Superior Court of federal courts in the State of Delaware (for all purposes in connection with any action or proceeding which arises out of or relates to this Agreement and agree that any action instituted under this Agreement shall be brought only in the Complex Commercial Litigation Division thereof if such division has jurisdiction over the particular matter), state or if the Superior Court of the State of Delaware does not have jurisdiction, any federal court of the United States of America sitting courts in the State of Delaware. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any action, suit or proceeding in advance of its final disposition) (“Delaware Courts”)that Indemnitee has not met the standards of conduct which make it permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed, but the burden of proving such defense shall be on the Company and Indemnitee shall be entitled to receive interim payments of expenses pursuant to Section 3(a) unless and until such defense may be finally adjudicated by court order or judgment from which no further right of appeal exists. It is the parties’ intention that if the Company contests Indemnitee’s right to indemnification, the question of Indemnitee’s right to indemnification shall be for the court to decide, and neither the failure of the Company (including its Board of Directors, any appellate court from any decision thereofcommittee or subgroup of the Board of Directors, in any Action arising out independent legal counsel, or its stockholders) to have made a determination that indemnification of or relating to this Agreement, including the negotiation, execution or performance of this Agreement and agrees that all claims in respect of any such Action shall be heard and determined Indemnitee is proper in the Delaware Courtscircumstances because Indemnitee has met the applicable standard of conduct required by applicable law, nor an actual determination by the Company (b) waives, to the fullest extent it may legally and effectively do soincluding its Board of Directors, any objection which it may now committee or hereafter have to the laying of venue of any Action arising out of or relating to this Agreement or the negotiation, execution or performance of this Agreement in the Delaware Courts, including any objection based on its place of incorporation or domicile, (c) waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such Action in any such court and (d) agrees that a final judgment in any such Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each subgroup of the parties consents and agrees Board of Directors, independent legal counsel, or its stockholders) that service Indemnitee has not met such applicable standard of processconduct, summons, notice shall create a presumption that Indemnitee has or document for any action permitted hereunder may be delivered by registered mail addressed to it at has not met the applicable address set forth in Section 5.01 or in any other manner permitted by applicable Lawstandard of conduct.

Consent to Jurisdiction. Each All Actions that, directly or indirectly, arise out of or relate to this Agreement shall be heard and determined exclusively in the parties hereby irrevocably and unconditionally (a) submits, for itself and its property, to the exclusive jurisdiction and venue of the Delaware Court of Chancery (orof the State of Delaware; provided, only however, that if the Delaware Court of Chancery such court does not have jurisdiction over a particular mattersuch Action, the Superior Court of the State of Delaware (and the Complex Commercial Litigation Division thereof if such division has jurisdiction over the particular matter), or if the Superior Court of the State of Delaware does not have jurisdiction, any federal court of the United States of America sitting in the State of Delaware) (“Delaware Courts”), and any appellate court from any decision thereof, in any Action arising out of or relating to this Agreement, including the negotiation, execution or performance of this Agreement and agrees that all claims in respect of any such Action shall be heard and determined exclusively in any Delaware state court or United States federal court sitting in the State of Delaware (such courts, “Delaware Courts, (b) 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 or the negotiation, execution or performance of this Agreement in the Delaware Courts, including any objection based on its place of incorporation or domicile, (c) waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such Action in any such court and (d) agrees that a final judgment in any such Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law”). Each of the parties consents and Parties further agrees that service of any process, summons, notice or document for any action permitted hereunder may be delivered by U.S. registered mail addressed to it at the applicable such Party’s respective address set forth in Section 5.01 6.5 shall be effective service of process for any Action in the Delaware Courts with respect to any matters to which it has submitted to jurisdiction in this Section 6.14. Consistent with the foregoing in this Section 6.14, each of the Parties hereby (a) submits to the exclusive jurisdiction of any federal or state court sitting in the State of Delaware for the purpose of any Action brought by any party hereto that, directly or indirectly, arises out of or relates to this Agreement; (b) irrevocably waives and releases, and agrees not to assert by way of motion, defense, or otherwise, in or with respect to any such Action, any claim that (i) such Action is not subject to the subject matter jurisdiction of at least one of the above-named courts; (ii) its property is exempt or immune from attachment or execution in the State of Delaware; (iii) such Action is brought in an inconvenient forum; (iv) that the venue of such Action is improper; or (v) this Agreement or the transactions contemplated by this Agreement may not be enforced in or by any of the above-named courts; and (d) agrees not to move to transfer any such Action to a court other manner permitted by applicable Lawthan any of the above-named courts.

Consent to Jurisdiction. Each of the parties irrevocably agrees that any legal action or proceeding arising out of or relating to this Agreement brought by any party or its Affiliates against any other party or its Affiliates shall be brought and determined in the Court of Chancery of the State of Delaware; provided, that if jurisdiction is not then available in the Court of Chancery of the State of Delaware, then any such legal action or proceeding may be brought in any federal court located in the State of Delaware or any other Delaware state court. Each of the parties hereby irrevocably submits to the 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 in Delaware as described herein. Each of the parties further agrees that notice as provided herein shall constitute sufficient service of process and the parties further waive any argument that such service is insufficient. Each of the parties hereby irrevocably and unconditionally (a) submits, for itself and its property, to the exclusive jurisdiction and venue of the Delaware Court of Chancery (or, only if the Delaware Court of Chancery does not have jurisdiction over a particular matter, the Superior Court of the State of Delaware (and the Complex Commercial Litigation Division thereof if such division has jurisdiction over the particular matter), or if the Superior Court of the State of Delaware does not have jurisdiction, any federal court of the United States of America sitting in the State of Delaware) (“Delaware Courts”)waives, and any appellate court from any decision thereofagrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any Action arising out of action or relating to this Agreement, including the negotiation, execution or performance of this Agreement and agrees that all claims in respect of any such Action shall be heard and determined in the Delaware Courts, (b) 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 proceeding arising out of or relating to this Agreement or the negotiationtransactions contemplated 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 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 performance of this Agreement in the Delaware Courts, including any objection based on its place of incorporation or domicile, otherwise) and (c) waivesthat (i) the suit, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such Action action or proceeding in any such court and is brought in an inconvenient forum, (dii) agrees that a final judgment in any the venue of such Action shall be conclusive and 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 Law. Each of the parties consents and agrees that service of process, summons, notice or document for any action permitted hereunder may be delivered by registered mail addressed to it at the applicable address set forth in Section 5.01 or in any other manner permitted by applicable Lawsuch courts.

Consent to Jurisdiction. Each of the parties hereby The Company and each Stockholder (i) irrevocably and unconditionally (a) submits, for itself and its property, submits to the exclusive jurisdiction and venue of the Delaware Court of Chancery (or, only if the Delaware Court of Chancery does not have jurisdiction over a particular matter, the Superior Court of any state court in the State of Delaware, and the United States District Court for the District of Delaware (and the Complex Commercial Litigation Division thereof if such division has jurisdiction over the particular matterappropriate appellate courts), for the purposes of any suit, action or if the Superior Court other proceeding arising out of the State of Delaware does not have jurisdictionthis Agreement and (ii) agrees to commence any such action, any federal court of suit or proceeding either in the United States District Court for the District of America sitting Delaware or if such suit, action or other proceeding may not be brought in such court for jurisdictional reasons, in any state court in the State of Delaware) (“Delaware Courts”). Notwithstanding the foregoing, any party hereto may commence an action, suit or proceeding with any governmental body anywhere in the world for the sole purpose of seeking recognition and enforcement of a judgment of any appellate court from any decision thereof, referred to in any Action arising out of or relating to this Agreement, including the negotiation, execution or performance first sentence of this Agreement Section 6.14(a). The Company and each Stockholder further (x) agrees that all claims in respect service of any process, summons, notice or document by U.S. registered mail to such Action party’s respective address set forth on the Stockholder Registry (or in the case of the Company, at the Company’s principal office in Delaware) shall be heard effective service of process for any action, suit or proceeding in Delaware with respect to any matters to which it has submitted to jurisdiction in this Section 6.14(a) and determined in the Delaware Courts, (by) waives, to the fullest extent it may legally irrevocably and effectively do so, unconditionally waives any objection which it may now or hereafter have to the laying of venue of any Action action, suit or proceeding arising out of or relating to this Agreement or the negotiation, execution or performance of this Agreement in (A) any state court in the Delaware CourtsState of Delaware, including any objection based on its place or (B) the United States District Court for the District of incorporation Delaware, and hereby further irrevocably and unconditionally waives and agrees not to plead or domicile, (c) waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such Action claim in any such court and (d) agrees that a final judgment any such action, suit or proceeding brought in any such Action shall be conclusive and may be enforced court has been brought in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each of the parties consents and agrees that service of process, summons, notice or document for any action permitted hereunder may be delivered by registered mail addressed to it at the applicable address set forth in Section 5.01 or in any other manner permitted by applicable Lawan inconvenient forum.

Consent to Jurisdiction. Each All Actions that, directly or indirectly, arise out of or relate to this Agreement shall be heard and determined exclusively in the parties hereby irrevocably and unconditionally (a) submits, for itself and its property, to the exclusive jurisdiction and venue of the Delaware Court of Chancery (orof the State of Delaware; provided, only however, that if the Delaware Court of Chancery such court does not have jurisdiction over a particular mattersuch Action, the Superior Court of the State of Delaware (and the Complex Commercial Litigation Division thereof if such division has jurisdiction over the particular matter), or if the Superior Court of the State of Delaware does not have jurisdiction, any federal court of the United States of America sitting in the State of Delaware) (“Delaware Courts”), and any appellate court from any decision thereof, in any Action arising out of or relating to this Agreement, including the negotiation, execution or performance of this Agreement and agrees that all claims in respect of any such Action shall be heard and determined exclusively in any Delaware state court or United States federal court sitting in the State of Delaware (such courts, “Delaware Courts, (b) 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 or the negotiation, execution or performance of this Agreement in the Delaware Courts, including any objection based on its place of incorporation or domicile, (c) waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such Action in any such court and (d) agrees that a final judgment in any such Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law”). Each of the parties consents and Parties further agrees that service of any process, summons, notice or document for any action permitted hereunder may be delivered by U.S. registered mail addressed to it at the applicable such Party’s respective address set forth in Section 5.01 10.6 shall be effective service of process for any Action in the Delaware Courts with respect to any matters to which it has submitted to jurisdiction in this Section 10.18. Consistent with the foregoing in this Section 10.18, each of the Parties hereby (a) submits to the exclusive jurisdiction of any federal or state court sitting in the State of Delaware for the purpose of any Action brought by any party hereto that, directly or indirectly, arises out of or relates to this Agreement; (b) irrevocably waives and releases, and agrees not to assert by way of motion, defense, or otherwise, in or with respect to any such Action, any claim that (i) such Action is not subject to the subject matter jurisdiction of at least one of the above-named courts; (ii) its property is exempt or immune from attachment or execution in the State of Delaware; (iii) such Action is brought in an inconvenient forum; (iv) that the venue of such Action is improper; or (v) this Agreement or the transactions contemplated by this Agreement may not be enforced in or by any of the above-named courts; and (d) agrees not to move to transfer any such Action to a court other manner permitted by applicable Lawthan any of the above-named courts.

Consent to Jurisdiction. Each of Fortune and ACCO irrevocably agrees that any legal action or proceeding with respect to this Agreement, the parties transactions contemplated hereby, any provision hereof, the breach, performance, validity or invalidity hereof or for recognition and enforcement of any judgment in respect 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 Delaware, and each of Fortune and ACCO hereby irrevocably and unconditionally (a) submits, submits with regard to any such action or proceeding for itself and in respect to its property, generally and unconditionally, to the exclusive jurisdiction and venue of the Delaware Court aforesaid courts. Each of Chancery (or, only if the Delaware Court of Chancery does not have jurisdiction over a particular matter, the Superior Court of the State of Delaware (Fortune and the Complex Commercial Litigation Division thereof if such division has jurisdiction over the particular matter), or if the Superior Court of the State of Delaware does not have jurisdiction, any federal court of the United States of America sitting in the State of Delaware) (“Delaware Courts”)ACCO hereby irrevocably waives, and any appellate court from any decision thereofagrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any Action arising out of action or relating proceeding with respect to this Agreement, including the negotiationtransactions contemplated hereby, execution any provision hereof or performance the breach, performance, enforcement, validity or invalidity hereof, (a) any claim that it is not personally subject to the jurisdiction of this Agreement and agrees that all claims in respect of the above-named courts for any such Action shall be heard and determined in reason other than the Delaware Courtsfailure to lawfully serve process, (b) waives, to the fullest extent that it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue its property is exempt or immune from jurisdiction of any Action arising out such court or from any legal process commenced in such courts (whether through service of or relating notice, attachment prior to this Agreement or the negotiationjudgment, attachment in aid of execution of judgment, execution of judgment or performance of this Agreement in the Delaware Courts, including any objection based on its place of incorporation or domicile, otherwise) and (c) waives, to the fullest extent permitted by LawApplicable Laws, that (i) the defense of an inconvenient forum to the maintenance of such Action suit, action or proceeding in any such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper and (diii) agrees that a final judgment in any such Action shall be conclusive and 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 Law. Each of the parties consents and agrees that service of process, summons, notice or document for any action permitted hereunder may be delivered by registered mail addressed to it at the applicable address set forth in Section 5.01 or in any other manner permitted by applicable Lawsuch courts.

Consent to Jurisdiction. Each of the The parties hereby hereto irrevocably and unconditionally (a) submits, for itself and its property, submit to the exclusive jurisdiction and venue of the United States District Court for the District of Delaware Court of Chancery (or, only if and the Delaware Court of Chancery does not have jurisdiction over a particular matter, the Superior Court state courts of the State of Delaware (and Delaware, for the Complex Commercial Litigation Division thereof if such division has jurisdiction over the particular matter)purposes of any suit, action or if the Superior Court of the State of Delaware does not have jurisdiction, any federal court of the United States of America sitting in the State of Delaware) (“Delaware Courts”), and any appellate court from any decision thereof, in any Action other proceeding arising out of or relating to this Agreement, including the negotiation, execution or performance of this Agreement and agrees that all claims in respect of or any such Action shall be heard and determined in the Delaware Courts, (b) waives, to transaction contemplated hereby. To the fullest extent permitted by law, the parties hereto further agree that service of any process, summons, notice or document by U.S. certified or registered mail to such party's address for notices as set forth in Section 4.5 shall be effective service of process in any action, suit or proceeding in Delaware with respect to any matters to which it may legally has submitted to jurisdiction as set forth in the immediately preceding sentence. The parties hereto irrevocably and effectively do so, unconditionally waive any objection which it may now or hereafter have to the laying of venue of any Action action, suit or proceeding arising out of this Agreement or the transactions contemplated hereby in the United States District Court for the District of Delaware or the state courts of Delaware, and hereby irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such action, suit or proceeding brought in such court has been brought in an inconvenient forum. The parties hereby irrevocably waive, to the fullest extent permitted by law, all rights to trial by jury in any action, proceeding or counterclaim (whether based upon contract, tort or otherwise) arising out of or relating to this Agreement or the negotiation, execution or performance of this Agreement in the Delaware Courts, including any objection based on its place of incorporation or domicile, (c) waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such Action in any such court and (d) agrees that a final judgment in any such Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each of the parties consents and agrees that service of process, summons, notice or document for any action permitted hereunder may be delivered by registered mail addressed to it at the applicable address set forth in Section 5.01 or in any other manner permitted by applicable Lawtransactions contemplated hereby.

Consent to Jurisdiction. Each of the parties hereby Parties irrevocably and unconditionally (a) submits, for itself and its property, submits to the exclusive jurisdiction and venue of (a) the Delaware Court of Chancery (or, only if the Delaware Court of Chancery does not have jurisdiction over a particular matter, the Superior Court of the State of Delaware and any appeals court thereof or (and the Complex Commercial Litigation Division thereof b) if such division has jurisdiction over court does not have subject matter jurisdiction, any other state or federal court located within the particular matter), or if the Superior Court County of New Castle in the State of Delaware does not have jurisdictionand any appeals court thereof (the courts referred to in clauses (a) and (b), any federal court of the United States of America sitting in the State of Delaware) (“Delaware Courts”), for the purposes of any suit, action, or other proceeding to compel arbitration or for provisional relief in aid of arbitration or to prevent irreparable harm, and to the non-exclusive jurisdiction of the Delaware Courts for the enforcement of any appellate court from any decision thereof, in any Action arising out award issued thereunder. Each of or relating to this Agreement, including the negotiation, execution or performance of this Agreement and Parties further agrees that all claims in respect service of any process, summons, notice, or document by U.S. registered mail to such Action Party’s respective address set forth above shall be heard and determined effective service of process for any action, suit, or proceeding in the Delaware Courts, (b) waives, Courts with respect to any matters to which it has submitted to jurisdiction in this Section 5.15. Each of the fullest extent it may legally Parties irrevocably and effectively do so, unconditionally waives any objection which it may now or hereafter have to the laying of venue of any Action action, suit, or proceeding arising out of or relating to this Agreement or the negotiation, execution or performance of this Agreement transactions contemplated hereby in the Delaware Courts, including any objection based on its place of incorporation and hereby further irrevocably and unconditionally waives and agrees not to plead or domicile, (c) waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such Action claim in any such court and (d) agrees that a final judgment any such action, suit or proceeding brought in any such Action shall be conclusive and may be enforced court has been brought in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each of the parties consents and agrees that service of process, summons, notice or document for any action permitted hereunder may be delivered by registered mail addressed to it at the applicable address set forth in Section 5.01 or in any other manner permitted by applicable Lawan inconvenient forum.

Consent to Jurisdiction. Each of the parties hereby Party irrevocably and unconditionally agrees (a) submits, for to submit itself and its property, to the exclusive jurisdiction and venue forum of the Delaware Circuit Court of Chancery for Baltimore City (Maryland) or, only if the Delaware Court of Chancery does not have jurisdiction over a particular matter, the Superior Court of the State of Delaware (and the Complex Commercial Litigation Division thereof if such division has jurisdiction over the particular matter), or if the Superior Court of the State of Delaware that court does not have jurisdiction, any federal court of to the United States of America sitting in Stated District Court for the State of Delaware) Maryland, Northern Division (the “Delaware Maryland Courts”), and any appellate court from any decision thereof, in any Action arising out of or relating to this Agreement, including ) for the negotiation, execution or performance of this Agreement and agrees that all claims in respect of any such Action shall be heard and determined in the Delaware Courts, (b) 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 purpose of any Action (whether based on contract, tort or otherwise), directly or indirectly, arising out of or relating to this Agreement or the transactions contemplated by this Agreement or the actions of the parties hereto in the negotiation, execution administration, performance and enforcement of this Agreement, (b) to request and/or consent to the assignment of any dispute arising out of this Agreement or the transactions contemplated by this Agreement or the actions of the Parties in the negotiation, administration, performance and enforcement of this Agreement to the Business and Technology Case Management Program of the Circuit Court for Baltimore City (Maryland), (c) that it will not attempt to deny or defeat such jurisdiction or forum by motion or other request for leave from any such court, (d) that it will not bring any Action relating to this Agreement or the transactions contemplated 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 Delaware Maryland Courts, including any objection based on its place of incorporation or domicile, (c) waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such Action in any such court and (de) agrees that a final judgment in any such Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each of the parties consents and agrees Parties agrees, that service of process, summons, notice or document for any action permitted hereunder process may be delivered by registered mail addressed to it made within or outside the State of Maryland, and agree that service of process on such Party at the applicable address set forth referred to in Section 5.01 10.2 (or such other address as may be specified in any other manner permitted accordance with Section 10.2) by applicable Lawprepaid certified mail with a proof of mailing receipt validated by the United States Postal Service constituting evidence of valid service shall be deemed effective service of process. Service made pursuant to the foregoing sentence shall have the same legal force and effect as if served upon such Party personally within the State of Maryland.

Consent to Jurisdiction. Each of the parties Party hereby irrevocably and unconditionally (a) submits, for itself and its property, submits to the exclusive jurisdiction and venue of the Delaware Court of Chancery (or, only if the Delaware Court of Chancery does not have jurisdiction over a particular matter, the Superior Court of the State of Delaware (and the Complex Commercial Litigation Division thereof or, if such division has jurisdiction over the particular matter), or if the Superior Court of the State of Delaware does not have jurisdiction, any federal Delaware State court, or Federal court of the United States of America America, sitting in the State of Delaware) (“Delaware Courts”), and any appellate court from any decision thereofthereof (the “Delaware Courts”), in for any Action dispute arising out of or relating to this AgreementAgreement or the breach, including the negotiation, execution termination or performance of this Agreement validity thereof. Each Party hereby irrevocably and agrees that all claims in respect of any such Action shall be heard and determined in the Delaware Courts, (b) unconditionally waives, to the fullest extent it may legally and effectively do sopermitted by Law, any objection which that it may now or hereafter have to the laying of the venue of any Action arising out such proceedings brought in such court. Each of the Parties irrevocably and unconditionally waives and agrees not to plead or relating argue in any such court (a) that it is not personally subject to this Agreement the jurisdiction of the Delaware Courts for any reason other than the failure to serve process in accordance with applicable Law, (b) that it or its property is exempt or immune from jurisdiction of the negotiation, execution Delaware Courts or performance of this Agreement from any legal process commenced in the Delaware CourtsCourts (including but not limited to service of notice, including any objection based on its place attachment prior to judgment, attachment in aid of incorporation execution of judgment, execution of judgment or domicile, otherwise) and (c) waives, to the fullest extent permitted by Lawapplicable Law that (i) the suit, action or proceeding in the defense of Delaware Courts is brought in an inconvenient forum to forum, (ii) the maintenance venue of such Action in any such court suit, action or proceeding is improper and (diii) agrees that a final judgment in any such Action shall be conclusive and 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 Law. Each of the parties consents and agrees that service of process, summons, notice or document for any action permitted hereunder may be delivered by registered mail addressed to it at the applicable address set forth in Section 5.01 or in any other manner permitted by applicable LawDelaware Courts.

Consent to Jurisdiction. Each of the parties hereto irrevocably agrees that any action, suit, claim or other legal proceeding with respect to this Agreement or in respect of the transactions contemplated hereby brought by any other party hereto or its successors or assigns shall be brought and determined in any state or federal court located in the State of Delaware or any appeals courts thereof (the "Delaware Courts"), and each of the parties hereto irrevocably and unconditionally (a) submits, submits with regard to any such proceeding for itself and in respect to its property, generally and unconditionally, to the exclusive jurisdiction and venue of the Delaware Court of Chancery (or, only if the Delaware Court of Chancery does not have jurisdiction over a particular matter, the Superior Court Courts. Each of the State of Delaware (and the Complex Commercial Litigation Division thereof if such division has jurisdiction over the particular matter), or if the Superior Court of the State of Delaware does not have jurisdiction, any federal court of the United States of America sitting in the State of Delaware) (“Delaware Courts”)parties hereto irrevocably waives, and any appellate court from any decision thereofagrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any Action arising out of action or relating proceeding with respect to this Agreement, including (a) any claim that it is not personally subject to the negotiation, execution or performance jurisdiction of this Agreement and agrees that all claims in respect of any such Action shall be heard and determined in the Delaware CourtsCourts for any reason, (b) waives, to the fullest extent that it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue its property is exempt or immune from jurisdiction of any Action arising out Delaware Court or from any legal process commenced in any Delaware Court (whether through service of or relating to this Agreement or the negotiationnotice, attachment before judgment, attachment in aid of execution of judgment, execution of judgment or performance of this Agreement in the Delaware Courts, including any objection based on its place of incorporation or domicile, otherwise) and (c) waives, to the fullest extent permitted by Lawapplicable law, that (i) the defense of proceeding in any Delaware Court is brought in an inconvenient forum to forum, (ii) the maintenance venue of such Action in any such court and proceeding is improper or (diii) agrees that a final judgment in any such Action shall be conclusive and this Agreement, or the subject matter hereof, may not be enforced in or by a Delaware Court. Notwithstanding the foregoing, each of the parties hereto agrees that the other jurisdictions party shall have the right to bring any action or proceeding for enforcement of a judgment entered by suit on the judgment or Delaware Courts in any other manner provided by Law. Each of the parties consents and agrees that service of process, summons, notice court or document for any action permitted hereunder may be delivered by registered mail addressed to it at the applicable address set forth in Section 5.01 or in any other manner permitted by applicable Lawjurisdiction.

Consent to Jurisdiction. Each of party hereto, to the parties hereby fullest extent it may effectively do so under applicable law, irrevocably and unconditionally (ai) submits, for itself and its property, submits to the exclusive jurisdiction and venue of the Delaware Court of Chancery (or, only if the Delaware Court of Chancery does not have jurisdiction over a particular matter, the Superior Court any court of the State of Delaware (and the Complex Commercial Litigation Division thereof if such division has jurisdiction over the particular matter), California or if the Superior Court of the State of Delaware does not have jurisdiction, any federal court of the United States of America sitting in the State City of Delaware) (“Delaware Courts”)Los Angeles over any suit, and any appellate court from any decision thereof, in any Action action or proceeding arising out of or relating to this Agreement, including the negotiation, execution or performance of this Agreement (ii) waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that all claims in respect it is not subject to the jurisdiction of any such Action shall be heard and determined in the Delaware Courts, (b) waives, to the fullest extent it may legally and effectively do socourt, any objection which that it may now or hereafter have to the laying establishment of the venue of any Action arising out such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum, (iii) agrees that a judgment in any such suit, action or proceeding brought in any such court shall be conclusive and binding upon such party and may be enforced in the courts of or relating to this Agreement the United States of America or the negotiationState of California (or any other courts to the jurisdiction of which such party is or may be subject) by a suit upon such judgment and (iv) consents to process being served in any such suit, execution action or performance proceeding by mailing a copy thereof by registered or certified air mail, postage prepaid, return receipt requested, to the address of this Agreement such party specified in the Delaware Courtsor designated pursuant to Section 4.6. Each party agrees that such service (i) shall be deemed in every respect effective service of process upon such party in any such suit, including any objection based on its place of incorporation action or domicile, proceeding and (cii) waivesshall, to the fullest extent permitted by Lawlaw, the defense of an inconvenient forum be taken and held to the maintenance of be valid personal service upon and personal delivery to such Action in any such court and (d) agrees that a final judgment in any such Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each of the parties consents and agrees that service of process, summons, notice or document for any action permitted hereunder may be delivered by registered mail addressed to it at the applicable address set forth in Section 5.01 or in any other manner permitted by applicable Lawparty.

Consent to Jurisdiction. Each of the parties hereby irrevocably and unconditionally (a) submits, for itself and its property, to the exclusive jurisdiction and venue of the Delaware Court of Chancery (of the State of Delaware or, in the event, but only if in the Delaware Court of Chancery does event, that such court shall not have jurisdiction over a particular mattersuch action or proceeding, the Superior Court of the State of Delaware (and the Complex Commercial Litigation Division thereof Division) or, if such division has jurisdiction over the particular matter), action or if proceeding is vested exclusively in the Superior Court of the State of Delaware does not have jurisdiction, any federal court courts of the United States of America sitting in America, the State United States District Court for the District of Delaware) (“Delaware Courts”), and any appellate court from any decision thereofthereof (such courts, the “Chosen Courts”), in any Action Proceeding arising out of or relating to this AgreementAgreement or the transactions contemplated hereby or for recognition or enforcement of any judgment relating thereto, including and each of the negotiationparties hereby irrevocably and unconditionally (i) agrees not to commence any such Proceeding except in such Chosen Courts, execution or performance of this Agreement and (ii) agrees that all claims any claim in respect of any such Action shall Proceeding may be heard and determined in the Delaware Chosen Courts, (biii) 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 or the negotiationsuch Proceeding in any such court, execution or performance of this Agreement in the Delaware Courts, including any objection based on its place of incorporation or domicile, and (civ) waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such Action Proceeding in any such court and (d) Chosen Court. Each of the parties agrees that a final judgment in any such Action Proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by LawXxx. Each of the parties party to this Agreement irrevocably consents and agrees that to service of process, summons, notice or document process in the manner provided for any action permitted hereunder may be delivered by registered mail addressed to it at the applicable address set forth notices in Section 5.01 or 4.3. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by applicable Law.

Consent to Jurisdiction. Each of the parties hereby irrevocably and unconditionally (a) submits, for itself and its property, to the exclusive jurisdiction and venue of the Delaware Court of Chancery (or, only if the Delaware Court of Chancery does not have jurisdiction over a particular matter, the Superior Court of the State of Delaware (and the Complex Commercial Litigation Division thereof if such division has jurisdiction over the particular matter), or if the Superior Court of the State of Delaware does not have jurisdiction, any federal court of the United States of America sitting in the State of Delaware) (“Delaware Courts”), and any appellate court from any decision thereof, in any Action based upon, arising out of or relating to this Agreement, including the negotiation, execution or performance of this Agreement and agrees that all claims in respect of any such Action shall be heard and determined in the Delaware Courts, (b) 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 based upon, arising out of or relating to this Agreement or the negotiation, execution or performance of this Agreement in the Delaware Courts, including any objection based on its place of incorporation or domicile, (c) waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such Action in any such court and (d) agrees that a final judgment in any such Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each of the parties consents and agrees that service of process, summons, notice or document for any action permitted hereunder may be delivered by registered mail addressed to it at the applicable address set forth in Section 5.01 9.02 or in any other manner permitted by applicable Law.

Consent to Jurisdiction. Each The Buyer and RSI, on the one hand, and the Companies and CarrAmerica, on the other hand, agree to commence any action, suit or proceeding arising out of this Agreement or the parties transactions contemplated hereby irrevocably and unconditionally (a) submits, for itself and its property, to against the exclusive jurisdiction and venue of the Delaware Court of Chancery (or, only if the Delaware Court of Chancery does not have jurisdiction over other party either in a particular matter, the Superior Court of federal court located in the State of Delaware (or if such suit, action or other proceeding may not be brought in such court for jurisdictional reasons, in a Delaware state court. Each party to this Agreement submits and consents to personal jurisdiction in any such litigation. The Buyer and RSI, on the one hand, and the Complex Commercial Litigation Division thereof if Companies and CarrAmerica, on the other hand, further agree that service of any process, summons, notice or document delivered by U.S. registered mail to such division party's respective address set forth above shall be effective service of process for any action, suit or proceeding in Delaware with respect to any matters to which it has submitted to jurisdiction over in this Article XX. The Buyer, on the particular matter), or if the Superior Court of the State of Delaware does not have jurisdiction, any federal court of the United States of America sitting in the State of Delaware) (“Delaware Courts”)one hand, and any appellate court from any decision thereofthe Companies, in any Action arising out of or relating to this Agreementon the other hand, including the negotiation, execution or performance of this Agreement irrevocably and agrees that all claims in respect of any such Action shall be heard and determined in the Delaware Courts, (b) waives, to the fullest extent it may legally and effectively do so, unconditionally waive any objection which it may now or hereafter have to the laying of venue of any Action action, suit or proceeding arising out of or relating to this Agreement or the negotiation, execution transactions contemplated hereby in (i) any Delaware state court or performance of this Agreement (ii) any federal court located in the Delaware CourtsState of Delaware, including any objection based on its place of incorporation and hereby further irrevocably and unconditionally waives and agrees not to plead or domicile, (c) waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such Action claim in any such court and (d) agrees that a final judgment any such action, suit or proceeding brought in any such Action shall be conclusive and may be enforced court has been brought in other jurisdictions by suit on the judgment or in any other manner provided by Lawan inconvenient forum. Each of the parties consents and agrees that service of process, summons, notice or document for any action permitted hereunder may be delivered by registered mail addressed to it at the applicable address set forth in Section 5.01 or in any other manner permitted by applicable LawEACH OF THE PARTIES HERETO IRREVOCABLY WAIVES TRIAL BY JURY IN ANY ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT.

Consent to Jurisdiction. Each of the parties party hereto hereby irrevocably and unconditionally (a) submits, for itself and its property, to the exclusive jurisdiction and venue of the Delaware Court of Chancery (or, only if the Delaware Court of Chancery does not have jurisdiction over a particular matter, the Superior Court of the State of Delaware (and the Complex Commercial Litigation Division thereof if such division has jurisdiction over the particular matter)Delaware, or if the Superior Court of the State of Delaware does not have jurisdiction, any federal Federal court of the United States of America sitting in the State of Delaware) (“Delaware Courts”), and any appellate court from any decision thereof, in any Action action or proceeding arising out of or relating to this AgreementAgreement or the Ancillary Agreements or the transactions contemplated hereby or thereby or for recognition or enforcement of any judgment relating thereto, including the negotiation, execution and each party hereto hereby irrevocably and unconditionally (a) agrees not to commence any such action or performance of this Agreement and proceeding except in such courts; (b) agrees that all claims any claim in respect of any such Action shall action or proceeding may be heard and determined in such Chancery Court of the State of Delaware Courtsor, to the extent permitted by law, in such Federal court; (bc) 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 such action or proceeding in any such Chancery Court of the State of Delaware or relating to this Agreement or the negotiation, execution or performance of this Agreement in the Delaware Courts, including any objection based on its place of incorporation or domicile, Federal court; and (cd) waives, to the fullest extent permitted by Lawlaw, the defense of an inconvenient forum to the maintenance of such Action action or proceeding in any such court Chancery Court of the State of Delaware or Federal court. Each party hereto agrees that (i) this Agreement involves at least $100,000.00 and (dii) this Agreement has been entered into by the parties hereto in express reliance upon 6 Del. C. § 2708. Each party hereto agrees that a final judgment in any such Action action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Lawlaw. Each of the parties party hereto irrevocably consents and agrees that to service of process, summons, notice or document process in the manner provided for any action permitted hereunder may be delivered by registered mail addressed to it at the applicable address set forth notices in Section 5.01 or in any other manner permitted by applicable Law10.9.

Consent to Jurisdiction. Each of the parties Borrower hereby irrevocably and unconditionally (a) submits, for itself and its property, to the exclusive nonexclusive jurisdiction and venue of the Delaware Court of Chancery (or, only if the Delaware Court of Chancery does not have jurisdiction over a particular matter, the Superior Court of the State of Delaware (and the Complex Commercial Litigation Division thereof if such division has jurisdiction over the particular matter), or if the Superior Court of the State of Delaware does not have jurisdiction, any federal court of the United States of America Federal or New York State court sitting in the State Borough of Delaware) (“Delaware Courts”)Manhattan, and any appellate court from any decision thereof, in any Action action or proceeding arising out of or relating to this Agreement, including the negotiationor for recognition or enforcement of any judgment, execution or performance of this Agreement and Borrower hereby irrevocably and unconditionally agrees that all claims in respect of any such Action shall action or proceeding may be heard and determined in such New York State or, to the Delaware Courtsextent permitted by law, (b) in such Federal court. Borrower hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that Lender may otherwise have to bring any action or proceeding relating to this Agreement against Borrower or its properties in the courts of any jurisdiction. Borrower 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 Action suit, action or proceeding arising out of or relating to this Agreement or the negotiation, execution or performance of this Agreement in the Delaware Courts, including any objection based on its place of incorporation or domicile, court referred to in subsection (cb) above. Borrower hereby irrevocably waives, to the fullest extent permitted by Lawlaw, the defense of an inconvenient forum to the maintenance of such Action action or proceeding in any such court and (d) agrees that a final judgment in any such Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each of the parties consents and agrees that service of process, summons, notice or document for any action permitted hereunder may be delivered by registered mail addressed to it at the applicable address set forth in Section 5.01 or in any other manner permitted by applicable Lawcourt.

Consent to Jurisdiction. Each Subject to the provisions of ARTICLE VIII of the parties hereby irrevocably Separation Agreement, all Actions that, directly or indirectly, arise out of or relate to this Agreement shall be heard and unconditionally (a) submits, for itself and its property, to determined exclusively in the exclusive jurisdiction and venue of the Delaware Court of Chancery (orof the State of Delaware; provided, only however, that if the Delaware Court of Chancery such court does not have jurisdiction over a particular mattersuch Action, the Superior Court of the State of Delaware (and the Complex Commercial Litigation Division thereof if such division has jurisdiction over the particular matter), or if the Superior Court of the State of Delaware does not have jurisdiction, any federal court of the United States of America sitting in the State of Delaware) (“Delaware Courts”), and any appellate court from any decision thereof, in any Action arising out of or relating to this Agreement, including the negotiation, execution or performance of this Agreement and agrees that all claims in respect of any such Action shall be heard and determined exclusively in the Delaware Courts, (b) 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 or the negotiation, execution or performance of this Agreement in the Delaware Courts, including any objection based on its place of incorporation or domicile, (c) waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such Action in any such court and (d) agrees that a final judgment in any such Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each of the parties consents and Parties further agrees that service of any process, summons, notice or document for any action permitted hereunder may be delivered by U.S. registered mail addressed to it at the applicable such Party’s respective address set forth in Section 5.01 9.5 shall be effective service of process for any Action in the Delaware Courts with respect to any matters to which it has submitted to jurisdiction in this Section 9.16. Subject to the provisions of ARTICLE VIII of the Separation Agreement, each of the Parties hereby (a) submits to the exclusive jurisdiction of any federal or state court sitting in the State of Delaware for the purpose of any Action brought by any party hereto that, directly or indirectly, arises out of or relates to this Agreement; (b) irrevocably waives and releases, and agrees not to assert by way of motion, defense, or otherwise, in or with respect to any such Action, any claim that (i) such Action is not subject to the subject matter jurisdiction of at least one of the above-named courts; (ii) its property is exempt or immune from attachment or execution in the State of Delaware; (iii) such Action is brought in an inconvenient forum; (iv) that the venue of such Action is improper; or (v) this Agreement or the transactions contemplated by this Agreement may not be enforced in or by any of the above-named courts; and (d) agrees not to move to transfer any such Action to a court other manner permitted by applicable Lawthan any of the above-named courts.

Consent to Jurisdiction. Each of party hereto, to the parties hereby irrevocably and unconditionally fullest extent it may effectively do so under applicable law, irrevocable (ai) submits, for itself and its property, submits to the exclusive jurisdiction and venue of the Delaware Court of Chancery (or, only if the Delaware Court of Chancery does not have jurisdiction over a particular matter, the Superior Court any court of the State of Delaware (and the Complex Commercial Litigation Division thereof if such division has jurisdiction over the particular matter), California or if the Superior Court of the State of Delaware does not have jurisdiction, any federal court of the United States of America sitting in the State City of Delaware) (“Delaware Courts”)Los Angeles over any suit, and any appellate court from any decision thereof, in any Action action or proceeding arising out of or relating to this Agreement, including the negotiation, execution or performance of this Agreement (ii) waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that all claims in respect is not subject to the jurisdiction of any such Action shall be heard and determined in the Delaware Courts, (b) waives, to the fullest extent it may legally and effectively do socourt, any objection which it that is may now or hereafter have to the laying establishment of the venue of any Action arising out of suit, action or relating to this Agreement or the negotiation, execution or performance of this Agreement in the Delaware Courts, including any objection based on its place of incorporation or domicile, (c) waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such Action proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum, (diii) agrees that a final judgment in any such Action suit, action or proceeding brought in any such court shall be conclusive and binding upon such party and may be enforced in the courts of the United States of America or the State of California (or any other jurisdictions by suit on courts to the judgment jurisdiction of which such party is or served in any other manner provided such suit, action or proceeding by Lawmailing a copy thereof by registered or certified air mail, postage prepaid, return receipt requested, to the address of such party specified in or designated pursuant to Section 15. Each of the parties consents and party agrees that such service (i) shall be deemed in every respect effective service of process, summons, notice or document for any action permitted hereunder may be delivered by registered mail addressed to it at the applicable address set forth in Section 5.01 or process upon such party in any other manner such suit, action proceeding and (ii) shall, to the fullest extent permitted by applicable Lawlaw, be taken and held to be valid personal service upon and personal delivery to such party.

Consent to Jurisdiction. Each of the parties hereby irrevocably and unconditionally (a) submits, for itself and its property, to the exclusive jurisdiction and venue of the Delaware Court of Chancery (or, only if the Delaware Court of Chancery does not have jurisdiction over a particular matter, the Superior Court of the State of Delaware (and the Complex Commercial Litigation Division thereof if such division has jurisdiction over the particular matter), or if the Superior Court of the State of Delaware does not have jurisdiction, any federal court of the United States of America sitting in the State of Delaware) (“Delaware Courts”), and any appellate court from any decision thereof, in any Action arising out of or relating to this Agreement, including the negotiation, execution or performance of this Agreement and agrees that all claims in respect of any such Action shall be heard and determined in the Delaware Courts, (b) 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 or the negotiation, execution or performance of this Agreement in the Delaware Courts, including any objection based on its place of incorporation or domicile, (c) waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such Action in any such court and (d) agrees that a final judgment in any such Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each of the parties consents and agrees that service of process, summons, notice or document for any action permitted hereunder may be delivered by registered mail addressed to it at the applicable address set forth in Section 5.01 9.02 or in any other manner permitted by applicable Law; provided that, notwithstanding the foregoing, each of the parties hereto hereby (i) agrees that it will not bring or support any Action, cross-claim or third-party claim of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against the Debt Financing Sources with respect to this Agreement or the Debt Financing, including but not limited to any dispute arising out of or with respect to the Debt Financing Commitment or any other letter or agreement with respect to the Debt Financing or the performance thereof, in any forum other than exclusively in any State or Federal court sitting in the Borough of Manhattan in the City of New York, (ii) submits, for itself and its property, to the exclusive jurisdiction of any New York State court or Federal court of the United States of America sitting in City of New York, Borough of Manhattan, and any appellate court from any thereof, as to any action or proceeding with respect to the Debt Commitment Letter or the Fee Letter and agrees that all claims in respect of any such action or proceeding shall be heard and determined in such New York State court or, to the extent permitted by law, in such Federal court, (iii) waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding with respect to the Debt Commitment Letter or the Fee Letter in any court in which such venue may be laid in accordance with clause (ii) of this proviso, (iv) waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court and (v) agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Service of any process, summons, notice or document by registered mail or overnight courier addressed to any of the parties hereto at the addresses set forth above shall be effective service of process against such party for any suit, action or proceeding brought in any such court.

Consent to Jurisdiction. Each CarrAmerica and the Company, on the one hand, and VANTAS and RSI, on the other hand, agree to commence any action, suit or proceeding arising out of this Agreement or transaction contemplated hereby against the parties hereby irrevocably and unconditionally (a) submitsother party, for itself and its property, to the exclusive jurisdiction and venue of the Delaware Court of Chancery (or, only if the Delaware Court of Chancery does not have jurisdiction over either in a particular matter, the Superior Court of federal court located in the State of Delaware (or if such suit, action or other proceeding may not be brought in such court for jurisdictional reasons, in a Delaware state court. Each party to this Agreement submits and consents to personal jurisdiction in any such litigation. CarrAmerica and the Complex Commercial Litigation Division thereof if such division has jurisdiction over Company, on the particular matter), or if the Superior Court of the State of Delaware does not have jurisdiction, any federal court of the United States of America sitting in the State of Delaware) (“Delaware Courts”)one hand, and any appellate court from any decision thereofVANTAS and RSI, in any Action arising out of or relating to this Agreementon the other hand, including the negotiation, execution or performance of this Agreement and agrees further agree that all claims in respect service of any process, summons, notice or document delivered by U.S. registered mail to such Action party's respective address set forth above shall be heard effective service of process for any action, suit or proceeding in Delaware with respect to any matters to which it has submitted to jurisdiction in this Section 25. CarrAmerica and determined in the Delaware CourtsCompany, (b) waiveson the one hand, to and VANTAS and RSI, on the fullest extent it may legally other hand, irrevocably and effectively do so, unconditionally waive any objection which it may now or hereafter have to the laying of venue of any Action action, suit or proceeding arising out of or relating to this Agreement or the negotiation, execution transactions contemplated hereby in (i) any Delaware state court or performance of this Agreement (ii) any federal court located in the Delaware CourtsState of Delaware, including any objection based on its place of incorporation and hereby further irrevocably and unconditionally waives and agrees not to plead or domicile, (c) waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such Action claim in any such court and (d) agrees that a final judgment any such action, suit or proceeding brought in any such Action shall be conclusive and may be enforced court has been brought in other jurisdictions by suit on the judgment or in any other manner provided by Lawan inconvenient forum. Each of the parties consents and agrees that service of process, summons, notice or document for any action permitted hereunder may be delivered by registered mail addressed to it at the applicable address set forth in Section 5.01 or in any other manner permitted by applicable LawEACH OF THE PARTIES HERETO IRREVOCABLY WAIVES TRIAL BY JURY IN ANY ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT.

Consent to Jurisdiction. Each of the parties hereto hereby irrevocably and unconditionally (a) submits, for itself and its property, to the exclusive jurisdiction and venue of the any Delaware Court of Chancery (or, only if the Delaware Court of Chancery does not have jurisdiction over a particular matter, the Superior Court of the State of Delaware (and the Complex Commercial Litigation Division thereof if such division has jurisdiction over the particular matter)court, or if the Superior Court of the State of Delaware does not have jurisdiction, any federal Federal court of the United States of America America, sitting in the State of Delaware) (“Delaware Courts”), and any appellate court from any decision thereof, in any Action action or proceeding arising out of or relating to this AgreementMerger Agreement or the agreements delivered in connection herewith or the transactions contemplated hereby or thereby or for recognition or enforcement of any judgment relating thereto, including and each of the negotiationparties hereby irrevocably and unconditionally (a) agrees not to commence any such action or proceeding except in such courts, execution or performance of this Agreement and (b) agrees that all claims any claim in respect of any such Action shall action or proceeding may be heard and determined in such Delaware State court or, to the Delaware Courtsextent permitted by Law, in such Federal court, (bc) 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 such action or relating to this Agreement proceeding in any such Delaware State or the negotiationFederal court, execution or performance of this Agreement in the Delaware Courts, including any objection based on its place of incorporation or domicile, and (cd) waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such Action action or proceeding in any such court and (d) Delaware State or Federal court. Each of the parties hereto agrees that a final judgment in any such Action action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each of the parties party to this Merger Agreement irrevocably consents and agrees that to service of process, summons, notice or document process in the manner provided for any action permitted hereunder may be delivered by registered mail addressed to it at the applicable address set forth notices in Section 5.01 or 9.02. Nothing in this Merger Agreement shall affect the right of any party to this Merger Agreement to serve process in any other manner permitted by applicable Law.

Consent to Jurisdiction. Each of Xxxxxxx-Xxxxxx and Spinco irrevocably agrees that any legal action or proceeding with respect to this Agreement, the parties transactions contemplated hereby, any provision hereof, the breach, performance, validity or invalidity hereof or for recognition and enforcement of any judgment in respect 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 Delaware, and each of Xxxxxxx-Xxxxxx and Spinco hereby irrevocably and unconditionally (a) submits, submits with regard to any such action or proceeding for itself and in respect to its property, generally and unconditionally, to the exclusive jurisdiction and venue of the Delaware Court aforesaid courts. Each of Chancery (or, only if the Delaware Court of Chancery does not have jurisdiction over a particular matter, the Superior Court of the State of Delaware (Xxxxxxx-Xxxxxx and the Complex Commercial Litigation Division thereof if such division has jurisdiction over the particular matter), or if the Superior Court of the State of Delaware does not have jurisdiction, any federal court of the United States of America sitting in the State of Delaware) (“Delaware Courts”)Spinco hereby irrevocably waives, and any appellate court from any decision thereofagrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any Action arising out of action or relating proceeding with respect to this Agreement, including the negotiationtransactions contemplated hereby, execution any provision hereof or performance the breach, performance, enforcement, validity or invalidity hereof, (a) any claim that it is not personally subject to the jurisdiction of this Agreement and agrees that all claims in respect of the above-named courts for any such Action shall be heard and determined in reason other than the Delaware Courtsfailure to lawfully serve process, (b) waives, to the fullest extent that it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue its property is exempt or immune from jurisdiction of any Action arising out such court or from any legal process commenced in such courts (whether through service of or relating notice, attachment prior to this Agreement or the negotiationjudgment, attachment in aid of execution of judgment, execution of judgment or performance of this Agreement in the Delaware Courts, including any objection based on its place of incorporation or domicile, otherwise) and (c) waives, to the fullest extent permitted by LawApplicable Laws, that (i) the defense of an inconvenient forum to the maintenance of such Action suit, action or proceeding in any such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper and (diii) agrees that a final judgment in any such Action shall be conclusive and 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 Law. Each of the parties consents and agrees that service of process, summons, notice or document for any action permitted hereunder may be delivered by registered mail addressed to it at the applicable address set forth in Section 5.01 or in any other manner permitted by applicable Lawsuch courts.

Consent to Jurisdiction. Each of Except with respect to any Proceeding brought by Purchaser or the parties hereby irrevocably and unconditionally (a) submits, for itself and its property, Company regarding or related to the exclusive jurisdiction enforcement of any provision of Section 5.06, each party hereto hereby (i) agrees that any Proceeding, directly or indirectly, arising out of, under or relating to this Agreement or any transaction contemplated hereby, or for recognition or enforcement of any judgment, will be heard and venue of determined in the Delaware Court of Chancery (or, only if the Delaware Court of Chancery does not have jurisdiction over a particular matter, the Superior Court of the State of Delaware (and the Complex Commercial Litigation Division thereof if each agrees that no such division has jurisdiction over the particular matterProceeding relating to this Agreement will be brought by it or any of its Affiliates except in such court), or subject to any appeal, provided, that if jurisdiction is not then available in the Superior Chancery Court of the State of Delaware, then any such Proceeding may be brought in any Delaware does not have jurisdiction, state court or any federal court of the United States of America sitting located in the State of DelawareDelaware and (ii) (“Delaware Courts”), irrevocably and any appellate court from any decision thereof, in any Action arising out of or relating unconditionally submits to this Agreement, including the negotiation, execution or performance of this Agreement and agrees that all claims in respect exclusive jurisdiction of any such Action shall be heard court in any such Proceeding. Each party hereto (A) irrevocably and determined in the Delaware Courts, (b) waives, to the fullest extent it may legally and effectively do so, unconditionally waives any objection which it may now or hereafter have to the laying of venue of any Action Proceeding arising out of or relating to this Agreement or any transaction contemplated hereby in any court referred to in the negotiation, execution or performance first sentence of this Agreement in the Delaware Courts, including any objection based on its place of incorporation or domicileSection 11.11, (cB) waives, irrevocably and unconditionally waives and agrees not to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such Action plead or claim in any such court that any such Proceeding brought in any such court has been brought in an inconvenient forum and (dC) agrees that a final judgment in any such Action Proceeding brought in any such court shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each of the parties consents and agrees that service of process, summons, notice or document for any action permitted hereunder may be delivered by registered mail addressed to it at the applicable address set forth in Section 5.01 or in any other manner permitted by applicable Law.

Consent to Jurisdiction. Each of the parties Subject to Section 9.16 hereof, each party to this Agreement hereby irrevocably and unconditionally (a) submits, for itself and its property, to the exclusive jurisdiction and venue of the Delaware Chancery Court of Chancery the State of Delaware and any state appellate court therefrom within the State of Delaware (or, only if the Delaware Chancery Court of Chancery does not have the State of Delaware declines to accept jurisdiction over a particular matter, the Superior Court of the State of Delaware (and the Complex Commercial Litigation Division thereof if such division has jurisdiction over the particular matter), any state or if the Superior Court of the State of Delaware does not have jurisdiction, any federal court of the United States of America sitting in within the State of Delaware) (“Delaware Courts”), and any appellate court from any decision thereof, in any Action action or proceeding arising out of or relating to this AgreementAgreement or the agreements delivered in connection herewith or the transactions contemplated hereby or thereby or for recognition or enforcement of any judgment relating thereto, including and each of the negotiationparties hereby irrevocably and unconditionally (a) agrees not to commence any such action or proceeding except in such courts, execution or performance of this Agreement and (b) agrees that all claims any claim in respect of any such Action shall action or proceeding may be heard and determined in the Delaware Courtssuch courts, (bc) 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 such action or relating to this Agreement or the negotiationproceeding in any such courts, execution or performance of this Agreement in the Delaware Courts, including any objection based on its place of incorporation or domicile, and (cd) waives, to the fullest extent permitted by Lawlaw, the defense of an inconvenient forum to the maintenance of such Action action or proceeding in any such court and (d) courts. Each of the parties hereto agrees that a final judgment in any such Action action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Lawlaw. Each of the parties party to this Agreement irrevocably consents and agrees that to service of process, summons, notice or document process in the manner provided for any action permitted hereunder may be delivered by registered mail addressed to it at the applicable address set forth notices in Section 5.01 or 9.2 hereof. 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. (a) Each of the parties hereto hereby irrevocably and unconditionally (a) submits, for itself expressly and its property, irrevocably submits to the exclusive personal jurisdiction and venue of the state courts of the Delaware Court of Chancery (orChancery, only if the Delaware Court of Chancery does not have jurisdiction over a particular matter, the Superior Court any other court of the State of Delaware (and the Complex Commercial Litigation Division thereof if such division has jurisdiction over the particular matter), or if the Superior Court of the State of Delaware does not have jurisdiction, any federal court of the United States of America sitting in the State of Delaware, in the event any dispute arises out of this Agreement or the transactions contemplated hereby, (b) (“Delaware Courts”), and any appellate court agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any decision thereofsuch court, in (c) agrees that it will not bring any Action arising out of or relating to this AgreementAgreement or the transactions contemplated hereby in any court other than the Delaware Court of Chancery, including any other court of the negotiation, execution State of Delaware or performance of this Agreement and agrees that all claims in respect of any such Action shall be heard and determined federal court sitting in the Delaware CourtsState of Delaware, (bd) 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 (e) 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 the negotiation, execution or performance of this Agreement any federal court sitting in the Delaware CourtsState of Delaware. Each of Parent, including any objection based on its place of incorporation or domicile, (c) waives, to Acquisition Sub and the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such Action in any such court and (d) Company agrees that a final judgment in any such Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each of the parties consents and agrees that service of process, summons, notice or document for any action permitted hereunder may be delivered by registered mail addressed to it at the applicable address set forth in Section 5.01 or in any other manner permitted by applicable Law.

Consent to Jurisdiction. Each of the parties Parties hereby irrevocably agrees that any legal action or proceeding with respect to this Agreement, or for recognition and unconditionally (a) submitsenforcement of any judgment in respect of this Agreement and obligations arising hereunder brought by any other Party hereto or its successors or assigns, for itself shall be brought and its property, to the exclusive jurisdiction and venue of determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, only if the Delaware Court of Chancery does not have declines to accept jurisdiction over a particular matter, the Superior Court of the State of Delaware (and the Complex Commercial Litigation Division thereof if such division has jurisdiction over the particular matter), any state or if the Superior Court of the State of Delaware does not have jurisdiction, any federal court of the United States of America sitting in within the State of Delaware) (“Delaware Courts”). Each of the Parties hereto hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it shall not bring any action relating to this Agreement in any court other than the aforesaid courts. Each of the Parties hereby irrevocably waives, and any appellate court from any decision thereofagrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any Action arising out of action or relating proceeding with respect to this Agreement, including Agreement (a) any claim that it is not personally subject to the negotiation, execution or performance jurisdiction of the above-named courts for any reason other than the failure to serve in accordance with this Agreement and agrees that all claims in respect of any such Action shall be heard and determined in the Delaware CourtsSection 6.9, (b) waives, to the fullest extent any claim that it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue its property is exempt or immune from jurisdiction of any Action arising out such court or from any legal process commenced in such courts (whether through service of or relating notice, attachment prior to this Agreement or the negotiationjudgment, attachment in aid of execution of judgment, execution of judgment or performance of this Agreement in the Delaware Courtsotherwise), including any objection based on its place of incorporation or domicile, and (c) waives, to the fullest extent permitted by Lawthe applicable law, any claim that (i) the defense of suit, action or proceeding in such court is brought in an inconvenient forum to forum, (ii) the maintenance venue of such Action in any such court and suit, action or proceeding is improper, or (diii) agrees that a final judgment in any such Action shall be conclusive and 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 Law. Each of the parties consents and agrees that service of process, summons, notice or document for any action permitted hereunder may be delivered by registered mail addressed to it at the applicable address set forth in Section 5.01 or in any other manner permitted by applicable Lawsuch courts.

Consent to Jurisdiction. Each of the parties hereby irrevocably and unconditionally (a) submits, for itself and its property, to the exclusive jurisdiction and venue of the Delaware Court of Chancery (of the State of Delaware or, in the event, but only if in the Delaware Court of Chancery does event, that such court shall not have jurisdiction over a particular mattersuch action or proceeding, the Superior Court of the State of Delaware (and the Complex Commercial Litigation Division thereof Division) or, if such division has jurisdiction over the particular matter), action or if proceeding is vested exclusively in the Superior Court of the State of Delaware does not have jurisdiction, any federal court courts of the United States of America sitting in America, the State United States District Court for the District of Delaware) (“Delaware Courts”), and any appellate court from any decision thereofthereof (such courts, the “Chosen Courts”), in any Action Proceeding arising out of or relating to this AgreementAgreement or the transactions contemplated hereby or for recognition or enforcement of any judgment relating thereto, including and each of the negotiationparties hereby irrevocably and unconditionally (i) agrees not to commence any such Proceeding except in such Chosen Courts, execution or performance of this Agreement and (ii) agrees that all claims any claim in respect of any such Action shall Proceeding may be heard and determined in the Delaware Chosen Courts, (biii) 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 or the negotiationsuch Proceeding in any such court, execution or performance of this Agreement in the Delaware Courts, including any objection based on its place of incorporation or domicile, and (civ) waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such Action Proceeding in any such court and (d) Chosen Court. Each of the parties agrees that a final judgment in any such Action Proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each of the parties party to this Agreement irrevocably consents and agrees that to service of process, summons, notice or document process in the manner provided for any action permitted hereunder may be delivered by registered mail addressed to it at the applicable address set forth notices in Section 5.01 or 4.3. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by applicable Law.

Consent to Jurisdiction. Each of the parties Party to this Agreement hereby irrevocably and unconditionally (a) submits, for itself and its property, to the exclusive jurisdiction and venue of the Delaware Chancery Court of Chancery the State of Delaware and any state appellate court therefrom within the State of Delaware (or, only if the Delaware Chancery Court of Chancery does not have the State of Delaware declines to accept jurisdiction over a particular matter, the Superior Court of the State of Delaware (and the Complex Commercial Litigation Division thereof if such division has jurisdiction over the particular matter), any state or if the Superior Court of the State of Delaware does not have jurisdiction, any federal court of the United States of America sitting in within the State of Delaware) (“Delaware Courts”), and any appellate court from any decision thereof, in any Action action or proceeding arising out of or relating to this AgreementAgreement or the agreements delivered in connection herewith or the transactions contemplated hereby or thereby or for recognition or enforcement of any judgment relating thereto, including and each of the negotiationParties hereby irrevocably and unconditionally (a) agrees not to commence any such action or proceeding except in such courts, execution or performance of this Agreement and (b) agrees that all claims any claim in respect of any such Action shall action or proceeding may be heard and determined in the Delaware Courtssuch courts, (bc) 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 such action or relating to this Agreement or the negotiationproceeding in any such courts, execution or performance of this Agreement in the Delaware Courts, including any objection based on its place of incorporation or domicile, and (cd) waives, to the fullest extent permitted by Lawlaw, the defense of an inconvenient forum to the maintenance of such Action action or proceeding in any such court and (d) courts. Each of the Parties hereto agrees that a final judgment in any such Action action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Lawlaw. Each of the parties Party irrevocably consents and agrees that to service of process, summons, notice or document process in the manner provided for any action permitted hereunder may be delivered by registered mail addressed to it at the applicable address set forth notices in Section 5.01 or 8.6 hereof. Nothing in this Agreement will affect the right of any Party to serve process in any other manner permitted by applicable Lawlaw.

Consent to Jurisdiction. Each of the parties hereby irrevocably Parties agrees that any legal action or proceeding with respect to this Agreement, or for recognition and unconditionally (a) submitsenforcement of any judgment in respect of this Agreement and obligations arising hereunder brought by any other Party or its successors or assigns, for itself will be brought and its property, to the exclusive jurisdiction and venue of determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, only if the Delaware Court of Chancery does not have declines to accept jurisdiction over a particular matter, the Superior Court of the State of Delaware (and the Complex Commercial Litigation Division thereof if such division has jurisdiction over the particular matter), any state or if the Superior Court of the State of Delaware does not have jurisdiction, any federal court of the United States of America sitting in within the State of Delaware) (“Delaware Courts”). Each of the Parties hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement in any court other than the aforesaid courts. Each of the Parties hereby irrevocably waives, and any appellate court from any decision thereofagrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any Action arising out of action or relating proceeding with respect to this Agreement, including Agreement (a) any claim that it is not personally subject to the negotiation, execution or performance jurisdiction of the above-named courts for any reason other than the failure to serve in accordance with this Agreement and agrees that all claims in respect of any such Action shall be heard and determined in the Delaware CourtsSection 3.8, (b) waives, to the fullest extent any claim that it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue its property is exempt or immune from jurisdiction of any Action arising out such court or from any legal process commenced in such courts (whether through service of or relating notice, attachment prior to this Agreement or the negotiationjudgment, attachment in aid of execution of judgment, execution of judgment or performance of this Agreement in the Delaware Courtsotherwise), including any objection based on its place of incorporation or domicile, and (c) waives, to the fullest extent permitted by Lawthe applicable law, any claim that (i) the defense of suit, action or proceeding in such court is brought in an inconvenient forum to forum, (ii) the maintenance venue of such Action in any such court and suit, action or proceeding is improper, or (diii) agrees that a final judgment in any such Action shall be conclusive and 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 Law. Each of the parties consents and agrees that service of process, summons, notice or document for any action permitted hereunder may be delivered by registered mail addressed to it at the applicable address set forth in Section 5.01 or in any other manner permitted by applicable Lawsuch courts.

Consent to Jurisdiction. Each of the parties hereby irrevocably and unconditionally (a) submits, for itself and its property, to the exclusive jurisdiction and venue of the Delaware Court of Chancery (or, only if the Delaware Court of Chancery does not have jurisdiction over a particular matter, the Superior Court of the State of Delaware (and the Complex Commercial Litigation Division thereof if such division has jurisdiction over the particular matter), or if the Superior Court of the State of Delaware does not have jurisdiction, any federal court of the United States of America sitting in the State of Delaware) (“"Delaware Courts”"), and any appellate court from any decision thereof, in any Action arising out of or relating to this Agreement, including the negotiation, interpretation, execution or performance of this Agreement and agrees that all claims in respect of any such Action shall be heard and determined in the Delaware Courts, (b) 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 or the negotiation, interpretation, execution or performance of this Agreement in the Delaware Courts, including any objection based on its place of incorporation or domicile, (c) waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such Action in any such court and (d) agrees that a final judgment in any such Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each of the parties consents and agrees that service of process, summons, notice or document for any action permitted hereunder may be delivered by registered mail addressed to it at the applicable address set forth in Section 5.01 6.01 or in any other manner permitted by applicable Law.

Consent to Jurisdiction. Each of the parties hereby The Company and ICG (i) irrevocably and unconditionally (a) submits, for itself and its property, submits to the exclusive jurisdiction and venue of the Delaware Court of Chancery (or, only if the Delaware Court of Chancery does not have jurisdiction over a particular matter, the Superior Court of any state court in the State of Delaware, and the United States District Court for the District of Delaware (and the Complex Commercial Litigation Division thereof if such division has jurisdiction over the particular matterappropriate appellate courts), for the purposes of any suit, action or if the Superior Court other proceeding arising out of the State of Delaware does not have jurisdictionthis Agreement and (ii) agrees to commence any such action, any federal court of suit or proceeding either in the United States District Court for the District of America sitting Delaware or if such suit, action or other proceeding may not be brought in such court for jurisdictional reasons, in any state court in the State of Delaware) (“Delaware Courts”). Notwithstanding the foregoing, any party hereto may commence an action, suit or proceeding with any governmental body anywhere in the world for the sole purpose of seeking recognition and enforcement of a judgment of any appellate court from any decision thereof, referred to in any Action arising out of or relating to this Agreement, including the negotiation, execution or performance first sentence of this Agreement Section 7.2. The Company and ICG further (x) agrees that all claims in respect service of any process, summons, notice or document by U.S. registered mail to such Action party’s respective address set forth in Section 6.3 hereof shall be heard effective service of process for any action, suit or proceeding in Delaware with respect to any matters to which it has submitted to jurisdiction in this Section 7.2 and determined in the Delaware Courts, (by) waives, to the fullest extent it may legally irrevocably and effectively do so, unconditionally waives any objection which it may now or hereafter have to the laying of venue of any Action action, suit or proceeding arising out of or relating to this Agreement or the negotiation, execution or performance of this Agreement in (A) any state court in the Delaware CourtsState of Delaware, including any objection based on its place or (B) the United States District Court for the District of incorporation Delaware, and hereby further irrevocably and unconditionally waives and agrees not to plead or domicile, (c) waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such Action claim in any such court and (d) agrees that a final judgment any such action, suit or proceeding brought in any such Action shall be conclusive and may be enforced court has been brought in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each of the parties consents and agrees that service of process, summons, notice or document for any action permitted hereunder may be delivered by registered mail addressed to it at the applicable address set forth in Section 5.01 or in any other manner permitted by applicable Lawan inconvenient forum.

Consent to Jurisdiction. Each of the parties hereby irrevocably Parties agrees that any legal action or proceeding with respect to this Agreement, or for recognition and unconditionally (a) submitsenforcement of any judgment in respect of this Agreement and obligations arising hereunder brought by any other Party or its successors or assigns, for itself will be brought and its property, to the exclusive jurisdiction and venue of determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, only if the Delaware Court of Chancery does not have declines to accept jurisdiction over a particular matter, the Superior Court of the State of Delaware (and the Complex Commercial Litigation Division thereof if such division has jurisdiction over the particular matter), any state or if the Superior Court of the State of Delaware does not have jurisdiction, any federal court of the United States of America sitting in within the State of Delaware) (“Delaware Courts”). Each of the Parties hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement in any court other than the aforesaid courts. Each of the Parties hereby irrevocably waives, and any appellate court from any decision thereofagrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any Action arising out of action or relating proceeding with respect to this Agreement, including Agreement (a) any claim that it is not personally subject to the negotiation, execution or performance jurisdiction of the above-named courts for any reason other than the failure to serve in accordance with this Agreement and agrees that all claims in respect of any such Action shall be heard and determined in the Delaware CourtsSection 6.9, (b) waives, to the fullest extent any claim that it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue its property is exempt or immune from jurisdiction of any Action arising out such court or from any legal process commenced in such courts (whether through service of or relating notice, attachment prior to this Agreement or the negotiationjudgment, attachment in aid of execution of judgment, execution of judgment or performance of this Agreement in the Delaware Courtsotherwise), including any objection based on its place of incorporation or domicile, and (c) waives, to the fullest extent permitted by Lawthe applicable law, any claim that (i) the defense of suit, action or proceeding in such court is brought in an inconvenient forum to forum, (ii) the maintenance venue of such Action in any such court and suit, action or proceeding is improper, or (diii) agrees that a final judgment in any such Action shall be conclusive and 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 Law. Each of the parties consents and agrees that service of process, summons, notice or document for any action permitted hereunder may be delivered by registered mail addressed to it at the applicable address set forth in Section 5.01 or in any other manner permitted by applicable Lawsuch courts.

Consent to Jurisdiction. Each of the parties hereto hereby irrevocably and unconditionally (a) submits, for itself and its property, to the exclusive jurisdiction and venue of the any Delaware Court of Chancery (or, only if the Delaware Court of Chancery does not have jurisdiction over a particular matter, the Superior Court of the State of Delaware (and the Complex Commercial Litigation Division thereof if such division has jurisdiction over the particular matter)court, or if the Superior Court of the State of Delaware does not have jurisdiction, any federal Federal court of the United States of America America, sitting in the State of Delaware) (“Delaware Courts”), and any appellate court from any decision thereof, in any Action action or proceeding arising out of or relating to this AgreementAgreement or the agreements delivered in connection herewith or the transactions contemplated hereby or thereby or for recognition or enforcement of any judgment relating thereto, including and each of the negotiationparties hereby irrevocably and unconditionally (i) agrees not to commence any such action or proceeding except in such courts, execution or performance of this Agreement and (ii) agrees that all claims any claim in respect of any such Action shall action or proceeding may be heard and determined in such Delaware State court or, to the Delaware Courtsextent permitted by Law, in such Federal court, (biii) 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 such action or relating to this Agreement proceeding in any such Delaware State or the negotiation, execution or performance of this Agreement in the Delaware Courts, including any objection based on its place of incorporation or domicileFederal court, (civ) waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such Action action or proceeding in any such court Delaware State or Federal court, and (dv) to the extent such party is not otherwise subject to service of process in the State of Delaware, appoints Corporation Service Company as such party’s agent in the State of Delaware for acceptance of legal process and agrees that service made on any such agent shall have the same legal force and effect as if served upon such party personally within such state. Each of the parties hereto agrees that a final judgment in any such Action action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each of the parties party to this Agreement irrevocably consents and agrees that to service of process, summons, notice or document process in the manner provided for any action permitted hereunder may be delivered by registered mail addressed to it at the applicable address set forth notices in Section 5.01 or 8.11 hereof. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by applicable Law.

Consent to Jurisdiction. Each The Company, Parent and each Merger Sub agrees that any action or proceeding relating to this Agreement or the transactions that are the subject of this Agreement shall be heard and determined in the Chancery Court of the parties hereby irrevocably and unconditionally (a) submits, for itself and its property, to the exclusive jurisdiction and venue State of the Delaware Court of Chancery (or, only if the Delaware Chancery Court of Chancery does not have the State of Delaware declines to accept jurisdiction over a particular matter, the Superior Court of the State of Delaware (and the Complex Commercial Litigation Division thereof Division) or, if such division has subject matter jurisdiction over the particular matter), or if matter that is the Superior Court subject of the State action or proceeding is vested exclusively in the federal courts of Delaware does not have jurisdictionthe United States of America, any the federal court of the United States of America sitting in the State district of Delaware) (“Delaware Courts”), and any appellate court from any decision thereof, and each of them irrevocably submits to the exclusive jurisdiction and venue of such courts in any Action arising out of such action or relating to this Agreement, including the negotiation, execution or performance of this Agreement proceeding and agrees that all claims in respect of any such Action shall be heard and determined in the Delaware Courts, (b) 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 or the negotiation, execution or performance of this Agreement in the Delaware Courts, including any objection based on its place of incorporation or domicile, (c) waives, to the fullest extent permitted by Law, irrevocably waives the defense of an inconvenient forum and all other defenses to the maintenance of such Action venue in any such court in any such action or proceeding. The consents to jurisdiction and (d) agrees venue set forth in this Section 9.11 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 paragraph and shall not be deemed to confer rights on any Person other than the Parties. The Parties agree that a final judgment in any such Action action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable 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, a final trial court judgment. Each of the parties consents and agrees The Parties agree that service of process, summons, notice process in any such action or document for any action permitted hereunder proceeding may be delivered served by registered mail addressed to it at the applicable address set forth in Section 5.01 or in any other manner permitted by applicable Lawthe rules of the court in which the action or proceeding is brought.

Consent to Jurisdiction. Each of the parties party to this Agreement hereby irrevocably and unconditionally (a) submits, for itself and its property, to the exclusive jurisdiction and venue of the Delaware Chancery Court of Chancery the State of Delaware and any state appellate court therefrom within the State of Delaware (or, only if the Delaware Chancery Court of Chancery does not have the State of Delaware declines to accept jurisdiction over a particular matter, the Superior Court of the State of Delaware (and the Complex Commercial Litigation Division thereof if such division has jurisdiction over the particular matter), any state or if the Superior Court of the State of Delaware does not have jurisdiction, any federal court of the United States of America sitting in within the State of Delaware) (“Delaware Courts”), and any appellate court from any decision thereof, in any Action action or proceeding arising out of or relating to this AgreementAgreement or the agreements delivered in connection herewith or the transactions contemplated hereby or thereby or for recognition or enforcement of any judgment relating thereto, including and each of the negotiationparties hereby irrevocably and unconditionally (a) agrees not to commence any such action or proceeding except in such courts, execution or performance of this Agreement and (b) agrees that all claims any claim in respect of any such Action shall action or proceeding may be heard and determined in the Delaware Courtssuch courts, (bc) 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 such action or relating to this Agreement or the negotiationproceeding in any such courts, execution or performance of this Agreement in the Delaware Courts, including any objection based on its place of incorporation or domicile, and (cd) waives, to the fullest extent permitted by Lawlaw, the defense of an inconvenient forum to the maintenance of such Action action or proceeding in any such court and (d) courts. Each of the parties hereto agrees that a final judgment in any such Action action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Lawlaw. Each of the parties party to this Agreement irrevocably consents and agrees that to service of process, summons, notice or document process in the manner provided for any action permitted hereunder may be delivered by registered mail addressed to it at the applicable address set forth notices in Section 5.01 or 8.2 hereof. 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 Company and the parties hereby General Partner each ----------------------- irrevocably and unconditionally (a) submits, for itself and its property, consents to the exclusive nonexclusive jurisdiction and venue of the Delaware Court of Chancery (or, only if the Delaware Court of Chancery does not have jurisdiction over a particular matter, the Superior Court any court of the State of Delaware (and the Complex Commercial Litigation Division thereof if such division has jurisdiction over the particular matter), New York or if the Superior Court of the State of Delaware does not have jurisdiction, any federal court of the United States of America sitting Federal court sitting, in each case, in the State Borough of Delaware) (“Delaware Courts”)Manhattan, Xxx Xxxx xx Xxx Xxxx, Xxx Xxxx, Xxxxxx Xxxxxx of America, and any appellate court from any decision thereof, thereof in any Action arising out of suit, action or relating to proceeding that may be brought in connection with this Agreement, including the negotiation, execution or performance of this Agreement and agrees that all claims in respect of any such Action shall be heard and determined in the Delaware Courts, (b) 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 Indenture or the negotiationSecurities, execution or performance and waives any immunity from the jurisdiction of this Agreement in such courts. The Company and the Delaware Courts, including any objection based on its place of incorporation or domicile, (c) General Partner each irrevocably waives, to the fullest extent permitted by Lawlaw, any objection to any such suit, action or proceeding that may be brought in such courts whether on the defense grounds of venue, residence or domicile or on the ground that any such suit, action or proceeding has been brought in an inconvenient forum forum. The Company and the General Partner each agrees, to the maintenance of such Action in any such court and (d) agrees fullest extent that a it lawfully may do so, that final judgment in any such Action suit, action or proceeding brought in such a court shall be conclusive and may be enforced binding upon the Company, and waives, to the fullest extent permitted by law, any objection to the enforcement by any competent court in other jurisdictions by suit the Jurisdiction of Incorporation of judgments validly obtained in any such court in New York on the judgment basis of such suit, action or in proceeding; provided, however, that the Company or the General Partner 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 for reconsideration of, any such judgment, or (iii) any other manner provided by Law. Each right or remedy of the parties consents and agrees that service of process, summons, notice Company or document for any action permitted hereunder may be delivered by registered mail addressed the General Partner to it at the applicable address set forth extent not expressly waived in accordance with this Section 5.01 or in any other manner permitted by applicable Law114.

Consent to Jurisdiction. Each of the parties hereby hereto irrevocably and unconditionally (ai) submits, for consents to submit itself and its property, to the exclusive jurisdiction and venue of the Delaware Court of Chancery (or, only if the Delaware Court of Chancery does not have jurisdiction over a particular matter, the Superior Court of the State of Delaware (and the Complex Commercial Litigation Division thereof or, solely if such division has jurisdiction over the particular matter), or if the Superior Court of the State of Delaware does not have court lacks subject matter jurisdiction, any federal court of the United States of America District Court sitting in New Castle County in the State of Delaware, with respect to any dispute arising out of, relating to or in connection with this Agreement or any transaction contemplated hereby, (ii) (“Delaware Courts”)agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, and (iii) agrees that it will not bring any appellate court from action arising out of, relating to or in connection with this Agreement or any decision thereof, transaction contemplated by this Agreement in any Action arising out of or relating to this Agreement, including the negotiation, execution or performance of this Agreement and agrees that all claims in respect of court other than any such Action shall be heard court. The parties irrevocably and determined in the Delaware Courts, (b) waives, to the fullest extent it may legally and effectively do so, unconditionally waive any objection which it may now or hereafter have to the laying of venue of any Action legal proceeding arising out of or relating to this Agreement or the negotiation, execution or performance of this Agreement transactions contemplated hereby in the chancery courts of the State of Delaware Courtsor in any Federal court located in the State of Delaware, including any objection based on its place of incorporation and hereby further irrevocably and unconditionally waive and agree not to plead or domicile, (c) waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such Action claim in any such court and (d) agrees that a final judgment any such legal proceeding brought in any such Action shall be conclusive and may be enforced court has been brought in other jurisdictions by suit on the judgment or in any other manner provided by Lawan inconvenient forum. Each of the parties consents NAR, Acquiror and Merger Sub hereby agrees that service of any process, summons, notice or document for any action permitted hereunder may be delivered by U.S. registered mail addressed to it at the applicable address respective addresses set forth in Section 5.01 14(a) shall be effective service of process for any proceeding arising out of, relating to or in any other manner permitted by applicable Lawconnection with this Agreement or the transactions contemplated hereby.

Consent to Jurisdiction. Each of the parties party hereto hereby irrevocably and unconditionally (a) submits, for itself and its property, to the exclusive jurisdiction and venue of the any Delaware Court of Chancery (or, only if the Delaware Court of Chancery does not have jurisdiction over a particular matter, the Superior Court of the State of Delaware (and the Complex Commercial Litigation Division thereof if such division has jurisdiction over the particular matter)court, or if the Superior Court of the State of Delaware does not have jurisdiction, any federal Federal court of the United States of America sitting in the State of Delaware) (“Delaware Courts”), and any appellate court from any decision thereof, in any Action action or proceeding arising out of or relating to this Agreementthe Transaction Documents delivered in connection therewith or the transactions contemplated thereby or for recognition or enforcement of any judgment relating thereto, including the negotiation, execution and each party hereto hereby irrevocably and unconditionally (a) agrees not to commence any such action or performance of this Agreement and proceeding except in such courts; (b) agrees that all claims any claim in respect of any such Action shall action or proceeding may be heard and determined in such Delaware State court or, to the Delaware Courtsextent permitted by law, in such Federal court; (bc) 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 such action or relating to this Agreement proceeding in any such Delaware State or the negotiation, execution or performance of this Agreement in the Delaware Courts, including any objection based on its place of incorporation or domicile, Federal court; and (cd) waives, to the fullest extent permitted by Lawlaw, the defense of an inconvenient forum to the maintenance of such Action action or proceeding in any such court Delaware State or Federal court. Each party hereto agrees that (i) this Agreement involves at least $100,000.00 and (dii) this Agreement has been entered into by the parties hereto in express reliance upon 6 Del. C. § 2708. Each party hereto agrees that a final judgment in any such Action action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Lawlaw. Each of the parties party hereto irrevocably consents and agrees that to service of process, summons, notice or document process in the manner provided for any action permitted hereunder may be delivered by registered mail addressed to it at the applicable address set forth notices in Section 5.01 or in any other manner permitted by applicable Law10.6.

Consent to Jurisdiction. Each of party hereto, to the parties hereby fullest extent it may effectively do so under applicable law irrevocably and unconditionally (ai) submits, for itself and its property, submits to the exclusive jurisdiction and venue of the Delaware Court of Chancery (or, only if the Delaware Court of Chancery does not have jurisdiction over a particular matter, the Superior Court any court of the State of Delaware (and the Complex Commercial Litigation Division thereof if such division has jurisdiction over the particular matter), California or if the Superior Court of the State of Delaware does not have jurisdiction, any federal court of the United States of America sitting in the State City of Delaware) (“Delaware Courts”)Los Angeles over any suit, and any appellate court from any decision thereofaction, in any Action or proceeding arising out of or relating to this Agreement, including the negotiation, execution or performance of this Agreement (ii) waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that all claims in respect it is not subject to the jurisdiction of any such Action shall be heard and determined in the Delaware Courts, (b) waives, to the fullest extent it may legally and effectively do socourt, any objection which that it may now or hereafter have to the laying establishment of the venue of any Action arising out such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum, (iii) agrees that a judgment in any such suit, action or proceeding brought in any such court shall be conclusive and binding upon such party and may be enforced in the courts of or relating to this Agreement the United States of America or the negotiationState of California (or any other courts to the jurisdiction of which such party is or may be subject) by a suit upon such judgment and (iv) consents to process being served in any such suit, execution action or performance proceeding by mailing a copy thereof by registered or certified air mail, postage prepaid, return receipt requested, to the address of this Agreement such party specified in the Delaware Courtsor designated pursuant to Section 6.7. Each party agrees that such service (i) shall be deemed in every respect effective service of process upon such party in any such suit, including any objection based on its place of incorporation action or domicile, proceeding and (cii) waivesshall, to the fullest extent permitted by Lawlaw, the defense of an inconvenient forum be taken and held to the maintenance of be valid personal service upon and personal delivery to such Action in any such court and (d) agrees that a final judgment in any such Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each of the parties consents and agrees that service of process, summons, notice or document for any action permitted hereunder may be delivered by registered mail addressed to it at the applicable address set forth in Section 5.01 or in any other manner permitted by applicable Lawparty.

Consent to Jurisdiction. Each of Subject to Section 3.12, each party ----------------------- hereto, to the parties hereby fullest extent it may effectively do so under applicable law, irrevocably and unconditionally (ai) submits, for itself and its property, submits to the exclusive jurisdiction and venue of the Delaware Court of Chancery (or, only if the Delaware Court of Chancery does not have jurisdiction over a particular matter, the Superior Court any court of the State of Delaware (and the Complex Commercial Litigation Division thereof if such division has jurisdiction over the particular matter), California or if the Superior Court of the State of Delaware does not have jurisdiction, any federal court of the United States of America sitting in the State City of Delaware) (“Delaware Courts”)Los Angeles over any suit, and any appellate court from any decision thereof, in any Action action or proceeding arising out of or relating to this Agreement, including the negotiation, execution or performance of this Agreement (ii) waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that all claims in respect it is not subject to the jurisdiction of any such Action shall be heard and determined in the Delaware Courts, (b) waives, to the fullest extent it may legally and effectively do socourt, any objection which that it may now or hereafter have to the laying establishment of the venue of any Action arising out such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum, (iii) agrees that a judgment in any such suit, action or proceeding brought in any such court shall be conclusive and binding upon such party and may be enforced in the courts of or relating to this Agreement the United States of America, the State of California or the negotiationRepublic of Mexico (or any other courts to the jurisdiction of which such party is or may be subject) by a suit upon such judgment and (iv) consents to process being served in any such suit, execution action or performance proceeding by mailing a copy thereof by United States mail, registered or certified, postage prepaid, return receipt requested, to CT Corporation at 000 Xxxx Xxxxxxx Xxxxxx, Xxx Xxxxxxx, Xxxxxxxxxx 00000 (and each party hereby irrevocably appoints CT Corporation as its lawful agent to accept such service of this Agreement process on behalf of such party). Each party agrees that such service (i) shall be deemed in the Delaware Courtsevery respect effective service of process upon such party in any such suit, including any objection based on its place of incorporation action or domicile, proceeding and (cii) waivesshall, to the fullest extent permitted by Lawlaw, the defense of an inconvenient forum be taken and held to the maintenance of be valid personal service upon and personal delivery to such Action in any such court and (d) agrees that a final judgment in any such Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each of the parties consents and agrees that service of process, summons, notice or document for any action permitted hereunder may be delivered by registered mail addressed to it at the applicable address set forth in Section 5.01 or in any other manner permitted by applicable Lawparty.

Consent to Jurisdiction. Each of the parties party to this Agreement hereby irrevocably and unconditionally (a) submits, for itself and its property, to the exclusive jurisdiction and venue of the Delaware Court of Chancery (or, only if the Delaware Court of Chancery does not have jurisdiction over a particular matter, the Superior Court of the State of Delaware (and the Complex Commercial Litigation Division thereof if such division has jurisdiction over the particular matter), or if the Superior Court of the State of Delaware does not have jurisdictionCourt, any federal other Delaware state court, and any Federal court of the United States of America America, sitting in the State of Delaware) (“Delaware Courts”), and any appellate court from any decision thereof, in any Action action or proceeding arising out of or relating to this AgreementAgreement or the agreements delivered in connection herewith or the Transactions or for recognition or enforcement of any judgment relating thereto, including and each of the negotiationParties hereby irrevocably and unconditionally (A) agrees not to commence any such action or proceeding except in such courts, execution or performance of this Agreement and (B) agrees that all claims any claim in respect of any such Action shall action or proceeding may be heard and determined in such Delaware Chancery Court, any other Delaware State court or, to the Delaware Courtsextent permitted by law, in such Federal court, (bC) 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 such action or relating to this Agreement proceeding in any such Delaware Chancery Court or the negotiationother Delaware State or Federal court, execution or performance of this Agreement in the Delaware Courts, including any objection based on its place of incorporation or domicile, and (cD) waives, to the fullest extent permitted by Lawlaw, the defense of an inconvenient forum to the maintenance of such Action action or proceeding in any such court and (d) Delaware Chancery Court or other Delaware State or Federal court. Each of the Parties hereto agrees that a final judgment in any such Action action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Lawlaw. Each of the parties party to this Agreement irrevocably consents and agrees that to service of process, summons, notice or document process in the manner provided for any action permitted hereunder may be delivered by registered mail addressed to it at the applicable address set forth notices in Section 5.01 or 11.2. 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 Except as prohibited by Spanish law or the by-laws of the parties hereby irrevocably and unconditionally (a) submits, for itself and its property, to the exclusive jurisdiction and venue of the Delaware Court of Chancery (or, only if the Delaware Court of Chancery does not have jurisdiction over a particular matterBank, the Superior Court of Bank irrevocably agrees that any legal suit, action or proceeding against the State of Delaware (and Bank brought by the Complex Commercial Litigation Division thereof if such division has jurisdiction over the particular matter)Depositary or any Holder, or if the Superior Court of the State of Delaware does not have jurisdiction, any federal court of the United States of America sitting in the State of Delaware) (“Delaware Courts”), and any appellate court from any decision thereof, in any Action arising out of or relating to based upon this AgreementDeposit Agreement or the transactions contemplated hereby, including the negotiation, execution may be instituted in any state or performance of this Agreement and agrees that all claims in respect of any such Action shall be heard and determined federal court in the Delaware CourtsBorough of Manhattan, (b) waivesthe City of New York, to the fullest extent it may legally New York, and effectively do so, irrevocably waives any objection which it may now or hereafter have to the laying of venue of any Action such proceeding, and irrevocably submits to the non-exclusive jurisdiction of such courts in any such suit, action or proceeding. The Bank has appointed CT Corporation System, New York, New York as its authorized agent (the "Authorized Agent") upon which process may be served in any such action arising out of or relating to based on this Deposit Agreement or the negotiation, execution transactions contemplated hereby which may be instituted in any state or performance of this Agreement federal court in the Delaware CourtsBorough of Manhattan, including The City of New York, New York by the Depositary or any objection based on its place of incorporation or domicileHolder, (c) waives, expressly consents to the fullest extent permitted by Law, the defense non-exclusive jurisdiction of an inconvenient forum to the maintenance of such Action in any such court and (d) agrees that a final judgment in respect of any such Action action, and waives any other requirements of or objections to personal jurisdiction with respect thereto. Such appointment shall be conclusive irrevocable. The Bank represents and may be enforced in other jurisdictions by suit on warrants that the judgment or in any other manner provided by Law. Each of the parties consents and agrees that Authorized Agent has agreed to act as said agent for service of process, summonsand the Bank agrees to take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent and written notice or document for of such service to the Bank shall be deemed, in every respect, effective service of process upon the Bank. Notwithstanding the foregoing, any action permitted hereunder based on this Agreement may be delivered instituted by registered mail addressed to it at the applicable address set forth in Section 5.01 Depositary or any Holder in any other manner permitted by applicable Lawcompetent court in Spain.

Consent to Jurisdiction. Each of the parties hereby Party to this Agreement irrevocably and unconditionally (a) submits, for itself and its property, to the exclusive jurisdiction and venue of the Delaware Chancery Court of Chancery the State of Delaware and any state appellate court therefrom within the State of Delaware (or, only if the Delaware Chancery Court of Chancery does not have the State of Delaware declines to accept jurisdiction over a particular matter, the Superior Court of the State of Delaware (and the Complex Commercial Litigation Division thereof if such division has jurisdiction over the particular matter), any state or if the Superior Court of the State of Delaware does not have jurisdiction, any federal court of the United States of America sitting in within the State of Delaware) (“Delaware Courts”), and any appellate court from any decision thereof, in any Action action or proceeding arising out of or relating to this Agreement, including Agreement or the negotiation, execution agreements delivered in connection herewith or performance of the transactions contemplated by this Agreement or the agreements delivered in connection herewith or for recognition or enforcement of any judgment relating thereto, and each of the Parties irrevocably and unconditionally (a) agrees not to commence any such action or proceeding except in such courts, (b) agrees that all claims any claim in respect of any such Action shall action or proceeding may be heard and determined in the Delaware Courtssuch courts, (bc) 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 such action or relating to this Agreement or the negotiationproceeding in any such courts, execution or performance of this Agreement in the Delaware Courts, including any objection based on its place of incorporation or domicile, and (cd) waives, to the fullest extent permitted by Lawlaw, the defense of an inconvenient forum to the maintenance of such Action action or proceeding in any such court and (d) courts. Each of the Parties hereto agrees that a final judgment in any such Action shall action or proceeding will be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Lawlaw. Each of the parties Party to this Agreement irrevocably consents and agrees that to service of process, summons, notice or document process in the manner provided for any action permitted hereunder may be delivered by registered mail addressed to it at the applicable address set forth notices in Section 5.01 or 8.1 (except service of process may not be made by email). 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 Except as provided in Paragraph 1 of the parties hereby irrevocably and unconditionally (a) submits, for itself and its property, to the exclusive jurisdiction and venue of the Delaware Court of Chancery (or, only if the Delaware Court of Chancery does not have jurisdiction over a particular matter, the Superior Court of the State of Delaware (and the Complex Commercial Litigation Division thereof if such division has jurisdiction over the particular matter), or if the Superior Court of the State of Delaware does not have jurisdiction, any federal court of the United States of America sitting in the State of Delaware) (“Delaware Courts”), and any appellate court from any decision thereof, in any Action arising out of or relating to this Agreement, including any legal action, suit or proceeding between the negotiation, execution or performance of this Agreement and agrees that all claims in respect of any such Action shall be heard and determined in the Delaware Courts, (b) 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 parties relating to this Agreement or transactions hereunder shall take place in the negotiation, execution Courts of the State of New York located in the Borough of Manhattan or performance in the United States District Court for the Southern District of New York. Each party consents to the service of process by the mailing to such party of copies of such court filing by certified mail to the address of such party as it appears in Exhibit 1 to this Agreement (for Notices), such service to be effective ten days after mailing. Each party agrees that any legal action, suit or proceeding arising out of, or relating to, this Agreement may be brought in such courts; and waives, and agrees not to assert, as a defense in any such action, suit or proceeding (a) that it is not personally subject to the Delaware Courtsjurisdiction of such courts, including any objection based on its place of incorporation (b) that such action, suit or domicileproceeding may not be brought or is not maintainable in such courts, (c) waivesthat this Agreement may not be enforced in or by such courts, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such Action in any such court and or (d) agrees that a final the venue of any such action, suit or proceeding is inconvenient or improper. Final judgment against party in any such Action action, suit or proceeding shall be conclusive and may be enforced in any other jurisdictions jurisdiction by suit on the judgment or judgment, a certified copy of which shall be conclusive evidence of the fact and amount of indebtedness arising from such judgment. Each party hereby waives irrevocably any immunity to which it might otherwise be entitled in any other manner provided by Law. Each of the parties consents and agrees that service of processaction at law, summons, notice suit in equity or document for any action permitted hereunder may be delivered by registered mail addressed to it at the applicable address set forth in Section 5.01 or in any other manner permitted by applicable Law.proceeding arising out of or based on this agreement or any transaction in connection herewith

Consent to Jurisdiction. (a) Each of the parties hereto hereby irrevocably and unconditionally (a) submits, for itself expressly and its property, irrevocably submits to the exclusive personal jurisdiction and venue of the state courts of the Delaware Court of Chancery (orChancery, only if the Delaware Court of Chancery does not have jurisdiction over a particular matter, the Superior Court any other court of the State of Delaware (and the Complex Commercial Litigation Division thereof if such division has jurisdiction over the particular matter), or if the Superior Court of the State of Delaware does not have jurisdiction, any federal court of the United States of America sitting in the State of Delaware, in the event any dispute arises out of this Agreement or the transactions contemplated hereby, (b) (“Delaware Courts”), and any appellate court agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any decision thereofsuch court, in (c) agrees that it will not bring any Action arising out of or relating to this AgreementAgreement or the transactions contemplated hereby in any court other than the Delaware Court of Chancery, including any other court of the negotiation, execution State of Delaware or performance of this Agreement and agrees that all claims in respect of any such Action shall be heard and determined federal court sitting in the Delaware CourtsState of Delaware, (bd) 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 (e) 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 the negotiation, execution or performance of this Agreement any federal court sitting in the Delaware CourtsState of Delaware. Each of Parent, including any objection based on its place of incorporation or domicile, (c) waives, to Acquisition Sub and the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such Action in any such court and (d) Company agrees that a final judgment in any such Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each of the parties consents and agrees that service of process, summons, notice or document for any action permitted hereunder may be delivered by registered mail addressed to it at the applicable address set forth in Section 5.01 or in any other manner permitted by applicable LawXxx.

Consent to Jurisdiction. Each of the parties hereby irrevocably agrees that any legal action or proceeding with respect to this Letter Agreement, or for recognition and unconditionally (a) submitsenforcement of any judgment in respect of this Letter Agreement and obligations arising hereunder brought by any other party hereto or its successors or assigns, for itself shall be brought and its property, to the exclusive jurisdiction and venue of determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, only if the Delaware Court of Chancery does not have declines to accept jurisdiction over a particular matter, the Superior Court of the State of Delaware (and the Complex Commercial Litigation Division thereof if such division has jurisdiction over the particular matter), any state or if the Superior Court of the State of Delaware does not have jurisdiction, any federal court of the United States of America sitting in within the State of Delaware) (“Delaware Courts”). Each of the parties hereto hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it shall not bring any action relating to this Letter Agreement in any court other than the aforesaid courts. Each of the parties hereby irrevocably waives, and any appellate court from any decision thereofagrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any Action arising out of action or relating proceeding with respect to this Agreement, including Letter Agreement (a) any claim that it is not personally subject to the negotiation, execution or performance jurisdiction of the above-named courts for any reason other than the failure to serve in accordance with this Agreement and agrees that all claims in respect of any such Action shall be heard and determined in the Delaware CourtsSection 10, (b) waives, to the fullest extent any claim that it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue its property is exempt or immune from jurisdiction of any Action arising out such court or from any legal process commenced in such courts (whether through service of or relating notice, attachment prior to this Agreement or the negotiationjudgment, attachment in aid of execution of judgment, execution of judgment or performance of this Agreement in the Delaware Courtsotherwise), including any objection based on its place of incorporation or domicile, and (c) waives, to the fullest extent permitted by Lawthe applicable law, any claim that (i) the defense of suit, action or proceeding in such court is brought in an inconvenient forum to forum, (ii) the maintenance venue of such Action in any such court and suit, action or proceeding is improper, or (diii) agrees that a final judgment in any such Action shall be conclusive and this Letter 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 Law. Each of the parties consents and agrees that service of process, summons, notice or document for any action permitted hereunder may be delivered by registered mail addressed to it at the applicable address set forth in Section 5.01 or in any other manner permitted by applicable Lawsuch courts.

Consent to Jurisdiction. Each of Subject to paragraph 5.9, each party hereto, to the parties hereby fullest extent it may effectively do so under applicable law, irrevocably and unconditionally (ai) submits, for itself and its property, submits to the exclusive jurisdiction and venue of the Delaware Court of Chancery (or, only if the Delaware Court of Chancery does not have jurisdiction over a particular matter, the Superior Court any court of the State of Delaware (and the Complex Commercial Litigation Division thereof if such division has jurisdiction over the particular matter), California or if the Superior Court of the State of Delaware does not have jurisdiction, any federal court of the United States of America sitting in the State City of Delaware) (“Delaware Courts”)Fresno over any suit, and any appellate court from any decision thereof, in any Action action or proceeding arising out of or relating to this Agreement, including the negotiation, execution or performance of this Agreement (ii) waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that all claims in respect it is not subjection to the jurisdiction of any such Action shall be heard and determined in the Delaware Courts, (b) waives, to the fullest extent it may legally and effectively do socourt, any objection which that it may now or hereafter have to the laying establishment of the venue of any Action arising out such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum, (iii) agrees that a judgment in any such suit, action or proceeding brought in any such court shall be conclusive and binding upon such party and may be enforced in the courts of or relating to this Agreement the United States of America or the negotiationState of California (or any other courts to the jurisdiction of which such party is or may be subject) by a suit upon such judgment and (iv) consents to process being served in any such suit, execution action or performance proceeding by mailing a copy thereof by registered or certified air mail, postage prepaid, return receipt requested, to the address of this Agreement such party specified in the Delaware Courtsor designated pursuant to paragraph 5.6. Each party agrees that such service (i) shall be deemed in every respect effective service of process upon such party in any such suit, including any objection based on its place of incorporation action or domicile, proceeding and (cii) waivesshall, to the fullest extent permitted by Lawlaw, the defense of an inconvenient forum be taken and held to the maintenance of be valid personal service upon and personal delivery to such Action in any such court and (d) agrees that a final judgment in any such Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each of the parties consents and agrees that service of process, summons, notice or document for any action permitted hereunder may be delivered by registered mail addressed to it at the applicable address set forth in Section 5.01 or in any other manner permitted by applicable Lawparty.

Consent to Jurisdiction. (a) Each of the parties hereby hereto hereby, with respect to any legal claim or Action arising out of this Agreement or the transactions contemplated by this Agreement, (i) expressly and irrevocably and unconditionally (a) submits, for itself and its property, submits to the exclusive personal jurisdiction and venue of the state courts of the Delaware Court of Chancery (orChancery, only if the Delaware Court of Chancery does not have jurisdiction over a particular matter, the Superior Court any other court of the State of Delaware (and the Complex Commercial Litigation Division thereof if such division has jurisdiction over the particular matter), or if the Superior Court of the State of Delaware does not have jurisdiction, any federal court of the United States of America sitting in the State of Delaware, (ii) (“Delaware Courts”), and any appellate court agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any decision thereofsuch court, in (iii) agrees that it will not bring any Action arising out of or relating to this AgreementAgreement or the transactions contemplated hereby in any court other than the Delaware Court of Chancery, including any other court of the negotiation, execution State of Delaware or performance of this Agreement and agrees that all claims in respect of any such Action shall be heard and determined federal court sitting in the Delaware CourtsState of Delaware, (biv) 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 the negotiation, execution or performance of this Agreement any federal court sitting in the Delaware CourtsState of Delaware. Each of Parent, including any objection based on its place of incorporation or domicile, (c) waives, to Mxxxxx Subs and the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such Action in any such court and (d) Company agrees that a final judgment in any such Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each of the parties consents and agrees that service of process, summons, notice or document for any action permitted hereunder may be delivered by registered mail addressed to it at the applicable address set forth in Section 5.01 or in any other manner permitted by applicable Law.

Consent to Jurisdiction. (a) Each of the parties hereto hereby (i) expressly and irrevocably and unconditionally (a) submits, for itself and its property, submits to the exclusive personal jurisdiction and venue of the state courts of the Delaware Court of Chancery (orChancery, only if the Delaware Court of Chancery does not have jurisdiction over a particular matter, the Superior Court any other court of the State of Delaware (and the Complex Commercial Litigation Division thereof if such division has jurisdiction over the particular matter), or if the Superior Court of the State of Delaware does not have jurisdiction, any federal court of the United States of America sitting in the State of Delaware, in the event any dispute arises out of this Agreement or the transactions contemplated hereby, (ii) (“Delaware Courts”), and any appellate court agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any decision thereofsuch court, in (iii) agrees that it will not bring any Action arising out of or relating to this AgreementAgreement or the transactions contemplated hereby in any court other than the Delaware Court of Chancery, including any other court of the negotiation, execution State of Delaware or performance of this Agreement and agrees that all claims in respect of any such Action shall be heard and determined federal court sitting in the Delaware CourtsState of Delaware, (biv) 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 the negotiation, execution or performance of this Agreement any federal court sitting in the Delaware CourtsState of Delaware. Each of the Acquiring Parties, including any objection based on its place of incorporation or domicile, (c) waives, to Merger Sub and the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such Action in any such court and (d) Company agrees that a final judgment in any such Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each of the parties consents and agrees that service of process, summons, notice or document for any action permitted hereunder may be delivered by registered mail addressed to it at the applicable address set forth in Section 5.01 or in any other manner permitted by applicable Law.

Consent to Jurisdiction. Each of the parties hereby Loan Parties irrevocably and unconditionally (a) submits, for itself and its property, submits to the non-exclusive jurisdiction and venue of the Delaware Court of Chancery (or, only if the Delaware Court of Chancery does not have jurisdiction over a particular matter, the Superior Court courts of the State of Delaware (Nevada and the Complex Commercial Litigation Division thereof if such division has jurisdiction over the particular matter), or if the Superior Court of the State of Delaware does not have jurisdiction, any federal court courts of the United States of America sitting located in the State of Delaware) (“Delaware Courts”), and any appellate court from any decision thereof, in any Action arising out of or relating to this Agreement, including the negotiation, execution or performance of this Agreement Nevada and agrees that all claims in respect of any such Action shall be heard and determined in the Delaware Courtslegal action, (b) waives, to the fullest extent it may legally and effectively do so, any objection which it may now suit or hereafter have to the laying of venue of any Action proceeding arising out of or relating to this Agreement or any of the negotiation, execution or performance of this Agreement in the Delaware Courts, including any objection based on its place of incorporation or domicile, (c) waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of other Credit Documents may be brought against such Action party in any such court and (d) agrees that a final courts. Final judgment against any party in any such Action action, suit or proceeding 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 Lawlaw. Nothing in this Section 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 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 such suit. Each of the parties consents and agrees that service of process, summons, notice or document for any action permitted hereunder may be delivered by registered mail addressed Loan Parties irrevocably waives to it at the applicable address set forth in Section 5.01 or in any other manner 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 Nevada to any court of the United States of America; (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 any party or to post a bond or to take similar action.

Consent to Jurisdiction. Each of the parties hereby Company, Parent and each Stockholder irrevocably and unconditionally agrees (a) submits, for to submit itself and its property, to the exclusive jurisdiction and venue forum of the Delaware Circuit Court of Chancery for Baltimore City (Maryland) or, only if the Delaware Court of Chancery does not have jurisdiction over a particular matter, the Superior Court of the State of Delaware (and the Complex Commercial Litigation Division thereof if such division has jurisdiction over the particular matter), or if the Superior Court of the State of Delaware that court does not have jurisdiction, any federal court of to the United States of America sitting in Stated District Court for the State of Delaware) Maryland, Northern Division (the “Delaware Maryland Courts”), and any appellate court from any decision thereof, in any Action arising out of or relating to this Agreement, including ) for the negotiation, execution or performance of this Agreement and agrees that all claims in respect of any such Action shall be heard and determined in the Delaware Courts, (b) 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 purpose of any Action (whether based on contract, tort or otherwise), directly or indirectly, arising out of or relating to this Agreement or the transactions contemplated by this Agreement or the actions of the parties hereto in the negotiation, execution administration, performance and enforcement of this Agreement, (b) to request and/or consent to the assignment of any dispute arising out of this Agreement or the transactions contemplated by this Agreement or the actions of the Parties in the negotiation, administration, performance and enforcement of this Agreement to the Business and Technology Case Management Program of the Circuit Court for Baltimore City (Maryland), (c) that it will not attempt to deny or defeat such jurisdiction or forum by motion or other request for leave from any such court, (d) that it will not bring any Action relating to this Agreement or the transactions contemplated 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 Delaware Maryland Courts, including any objection based on its place of incorporation or domicile, (c) waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such Action in any such court and (de) agrees that a final judgment in any such Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each of the parties consents and Parties agrees that service of process, summons, notice or document for any action permitted hereunder process may be delivered by registered mail addressed to it made within or outside the State of Maryland, and agree that service of process on such Party at the applicable address set forth in Section 5.01 or in any other manner permitted referred to herein by applicable Lawprepaid certified mail with a proof of mailing receipt validated by the United States Postal Service constituting evidence of valid service shall be deemed effective service of process. Service made pursuant to the foregoing sentence shall have the same legal force and effect as if served upon such Party personally within the State of Maryland.

Consent to Jurisdiction. Each of the parties hereby irrevocably Parties agrees that any legal action or proceeding with respect to this Agreement, or for recognition and unconditionally (a) submitsenforcement of any judgment in respect of this Agreement and obligations arising hereunder brought by any other Party or its successors or assigns, for itself will be brought and its property, to the exclusive jurisdiction and venue of determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, only if the Delaware Court of Chancery does not have declines to accept jurisdiction over a particular matter, the Superior Court of the State of Delaware (and the Complex Commercial Litigation Division thereof if such division has jurisdiction over the particular matter), any state or if the Superior Court of the State of Delaware does not have jurisdiction, any federal court of the United States of America sitting in within the State of Delaware) (“Delaware Courts”). Each of the Parties hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement in any court other than the aforesaid courts. Each of the Parties hereby irrevocably waives, and any appellate court from any decision thereofagrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any Action arising out of action or relating proceeding with respect to this Agreement, including Agreement (a) any claim that it is not personally subject to the negotiation, execution or performance jurisdiction of the above-named courts for any reason other than the failure to serve in accordance with this Agreement and agrees that all claims in respect of any such Action shall be heard and determined in the Delaware CourtsSection 5.9, (b) waives, to the fullest extent any claim that it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue its property is exempt or immune from jurisdiction of any Action arising out such court or from any legal process commenced in such courts (whether through service of or relating notice, attachment prior to this Agreement or the negotiationjudgment, attachment in aid of execution of judgment, execution of judgment or performance of this Agreement in the Delaware Courtsotherwise), including any objection based on its place of incorporation or domicile, and (c) waives, to the fullest extent permitted by Lawthe applicable law, any claim that (i) the defense of suit, action or proceeding in such court is brought in an inconvenient forum to forum, (ii) the maintenance venue of such Action in any such court and suit, action or proceeding is improper, or (diii) agrees that a final judgment in any such Action shall be conclusive and 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 Law. Each of the parties consents and agrees that service of process, summons, notice or document for any action permitted hereunder may be delivered by registered mail addressed to it at the applicable address set forth in Section 5.01 or in any other manner permitted by applicable Lawsuch courts.

Consent to Jurisdiction. Each of the parties hereby party hereto irrevocably and unconditionally (a) submits, for itself and its property, submits to the exclusive jurisdiction and venue of the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, only if unless the Delaware Court of Chancery does not have shall decline to accept jurisdiction over a particular matter, the Superior Court of the State of in which case, in any Delaware (and the Complex Commercial Litigation Division thereof if such division has jurisdiction over the particular matter), state or if the Superior Court of the State of Delaware does not have jurisdiction, any federal court of the United States of America sitting in within the State of Delaware) (“Delaware Courts”), and any appellate court from any decision thereof, in for the purposes of any Action arising out of or relating to this Agreement, including the negotiation, execution or performance of this Agreement or the Ancillary Agreements or any transaction contemplated hereby or thereby, and agrees that all claims in respect of to commence any such Action only in such courts. Each party further agrees that service of any process, summons, notice or document by registered mail to such party’s respective address set forth herein shall be heard effective service of process for any such Action. Each party irrevocably and determined in the Delaware Courts, (b) waives, to the fullest extent it may legally and effectively do so, unconditionally waives 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 Agreement, the Ancillary Agreements or the negotiationtransactions contemplated hereby or thereby in such courts, execution and hereby irrevocably and unconditionally waives and agrees not to plead or performance of this Agreement in the Delaware Courts, including any objection based on its place of incorporation or domicile, (c) waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such Action claim in any such court and (d) agrees that a final judgment any such Action brought in any such Action shall be conclusive and may be enforced court has been brought in other jurisdictions by suit on the judgment or in any other manner provided by Lawan inconvenient forum. Each of the parties consents and agrees that service of processEACH PARTY HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, summonsPROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, notice or document for any action permitted hereunder may be delivered by registered mail addressed to it at the applicable address set forth in Section 5.01 or in any other manner permitted by applicable LawTORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE RELATED AGREEMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY OR THE ACTIONS OF SUCH PARTY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT HEREOF AND THEREOF.

Consent to Jurisdiction. Each of the parties party hereby irrevocably and unconditionally (a) submits, for itself and its property, to the exclusive jurisdiction and venue of the Delaware Court of Chancery (or, only if the Delaware Court of Chancery does not have jurisdiction over a particular matter, the Superior Court of the State of Delaware (and the Complex Commercial Litigation Division thereof or, if such division has jurisdiction over Court declines jurisdiction, the particular matter), or if the Superior Court courts of the State of Delaware does not have jurisdictionsitting in Wilmington, any federal court Delaware and of the United States District Court for the District of America Delaware sitting in the State of Wilmington, Delaware) (“Delaware Courts”), and any appellate court from any decision thereof, in any Action action or proceeding arising out of or relating to this AgreementAgreement or for recognition or enforcement of any judgment, including and each of the negotiation, execution or performance of this Agreement parties hereto irrevocably and unconditionally agrees that all claims in respect of any such Action shall action or proceeding may be heard and determined in the such Delaware Courts, (b) 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 or the negotiation, execution or performance of this Agreement in the Delaware Courts, including any objection based on its place of incorporation or domicile, (c) waivesState court or, to the fullest extent permitted by Lawapplicable law, the defense of an inconvenient forum to the maintenance of in such Action in any such court and (d) United States District Court. Each party agrees that a final judgment in any such Action action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Lawlaw. Each party irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the parties consents and agrees that service venue of processany suit, summons, notice action or document for any action permitted hereunder may be delivered by registered mail addressed proceeding arising out of or relating to it at the applicable address set forth in Section 5.01 or this Agreement in any other manner court referred to in this Section 16. Each party irrevocably waives, to the fullest extent permitted by applicable Lawlaw, the defense of an inconvenient forum to the maintenance of any such suit, action or proceeding in any such court.

Consent to Jurisdiction. Each of the parties hereby irrevocably and unconditionally hereto (a) submits, for consents to submit itself and its property, to the exclusive personal jurisdiction and venue of the Delaware Court of Chancery (or, only if the Delaware Court of Chancery does not have jurisdiction over a particular matter, the Superior Court of any Federal court located in the State of Delaware (and the Complex Commercial Litigation Division thereof if such division has jurisdiction over the particular matter), or if the Superior Court of any state court in the State of Delaware does not have jurisdiction, in the event any federal court dispute arises out of this Agreement or any of the United States transactions contemplated by this Agreement or the Voting Agreement, (b) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court and (c) agrees that it will not bring any action relating to this Agreement or any of America the transactions contemplated by this Agreement or the Voting Agreement in any court other than a Federal court sitting in the State of Delaware) Delaware or a Delaware state court. Each of the parties hereto irrevocably and unconditionally waives (“Delaware Courts”), and any appellate court from any decision thereof, in any Action arising out of or relating to this Agreement, including the negotiation, execution or performance of this Agreement and agrees that all claims in respect of any such Action shall be heard and determined in the Delaware Courts, (bnot to plead or claim) 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 action, suit or proceeding arising out of or relating to this Agreement or the negotiation, execution transactions contemplated hereby or performance of this by the Voting Agreement in (a) any Delaware State court or (b) any Federal court of the Delaware CourtsUnited States sitting in the State of Delaware, including or that any objection based on its place such action, suit or proceeding brought in any such court has been brought in an inconvenient forum. Each of incorporation or domicile, (c) waivesthe parties hereto further agrees that, to the fullest extent permitted by Lawapplicable law, the defense of an inconvenient forum to the maintenance of such Action in any such court and (d) agrees that a final judgment in any such Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each of the parties consents and agrees that service of any process, summons, notice or document for any action permitted hereunder may be delivered by U.S. registered mail addressed to it at the applicable such person’s respective address set forth in Section 5.01 8.02 above shall be effective service of process for any action, suit or proceeding in Delaware with respect to any other manner permitted by applicable Lawmatters to which it has submitted to jurisdiction as set forth above in the immediately preceding sentence.

Consent to Jurisdiction. Each of the parties hereby irrevocably and unconditionally hereto (a) submits, for consents to submit itself and its property, to the exclusive personal jurisdiction and venue of the Delaware Court of Chancery (or, only if the Delaware Court of Chancery does not have jurisdiction over a particular matter, the Superior Court of any Federal court located in the State of Delaware (and the Complex Commercial Litigation Division thereof if such division has jurisdiction over the particular matter), or if the Superior Court of any state court in the State of Delaware does not have jurisdiction, in the event any federal court dispute arises out of this Agreement or any of the United States transactions contemplated by this Agreement or the Voting Agreement, (b) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court and (c) agrees that it will not bring any action relating to this Agreement or any of America the transactions contemplated by this Agreement or the Voting Agreement in any court other than a Federal court sitting in the State of Delaware) Delaware or a Delaware state court. Each of the parties hereto irrevocably and unconditionally waives (“Delaware Courts”), and any appellate court from any decision thereof, in any Action arising out of or relating to this Agreement, including the negotiation, execution or performance of this Agreement and agrees that all claims in respect of any such Action shall be heard and determined in the Delaware Courts, (bnot to plead or claim) 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 action, suit or proceeding arising out of or relating to this Agreement or the negotiation, execution transactions contemplated hereby or performance of this by the Voting Agreement in (a) any Delaware State court or (b) any Federal court of the Delaware CourtsUnited States sitting in the State of Delaware, including or that any objection based on its place such action, suit or proceeding brought in any such court has been brought in an inconvenient forum. Each of incorporation or domicile, (c) waivesthe parties hereto further agrees that, to the fullest extent permitted by Lawapplicable law, the defense of an inconvenient forum to the maintenance of such Action in any such court and (d) agrees that a final judgment in any such Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each of the parties consents and agrees that service of any process, summons, notice or document for any action permitted hereunder may be delivered by U.S. registered mail addressed to it at the applicable such person's respective address set forth in Section 5.01 8.02 above shall be effective service of process for any action, suit or proceeding in Delaware with respect to any other manner permitted by applicable Lawmatters to which it has submitted to jurisdiction as set forth above in the immediately preceding sentence.

Consent to Jurisdiction. Each of party hereto, to the parties hereby fullest extent it ----------------------- may effectively do so under applicable law, irrevocably and unconditionally (ai) submits, for itself and its property, submits to the exclusive jurisdiction and venue of the Delaware Court of Chancery (or, only if the Delaware Court of Chancery does not have jurisdiction over a particular matter, the Superior Court any court of the State of Delaware (and the Complex Commercial Litigation Division thereof if such division has jurisdiction over the particular matter), California or if the Superior Court of the State of Delaware does not have jurisdiction, any federal court of the United States of America sitting in the State City of Delaware) (“Delaware Courts”)Los Angeles over any suit, and any appellate court from any decision thereof, in any Action action or proceeding arising out of or relating to this Agreement, including the negotiation, execution or performance of this Agreement (ii) waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that all claims in respect it is not subject to the jurisdiction of any such Action shall be heard and determined in the Delaware Courts, (b) waives, to the fullest extent it may legally and effectively do socourt, any objection which that it may now or hereafter have to the laying establishment of the venue of any Action arising out such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum, (iii) agrees that a judgment in any such suit, action or proceeding brought in any such court shall be conclusive and binding upon such party and may be enforced in the courts of or relating to this Agreement the United States of America or the negotiationState of California (or any other courts to the jurisdiction of which such party is or may be subject) by a suit upon such judgment and (iv) consents to process being served in any such suit, execution action or performance proceeding by mailing a copy thereof by registered or certified air mail, postage prepaid, return receipt requested, to the address of this Agreement such party specified in the Delaware Courtsor designated pursuant to Section 2.1. Each party agrees that such service (i) shall be deemed in every respect effective service of process upon such party in any such suit, including any objection based on its place of incorporation action or domicile, proceeding and (cii) waivesshall, to the fullest extent permitted by Lawlaw, the defense of an inconvenient forum be taken and held to the maintenance of be valid personal service upon and personal delivery to such Action in any such court and (d) agrees that a final judgment in any such Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each of the parties consents and agrees that service of process, summons, notice or document for any action permitted hereunder may be delivered by registered mail addressed to it at the applicable address set forth in Section 5.01 or in any other manner permitted by applicable Lawparty.

Consent to Jurisdiction. Each Parent, Acquisition Sub and Seller agree that any suit, action or Proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby shall be brought in the United States District Court for the District of Delaware or any Delaware state court sitting in Wilmington, Delaware, so long as one of such courts shall have subject matter jurisdiction over such suit, action or Proceeding, and that any cause of action arising out of this Agreement shall be deemed to have arisen from a transaction of business in the State of Delaware, and each of the parties hereby irrevocably and unconditionally (a) submits, for itself and its property, Consents to the exclusive jurisdiction of such courts (and venue of the Delaware Court of Chancery (or, only if the Delaware Court of Chancery does not have jurisdiction over a particular matter, the Superior Court of the State of Delaware (and the Complex Commercial Litigation Division thereof if such division has jurisdiction over the particular matter), or if the Superior Court of the State of Delaware does not have jurisdiction, any federal court of the United States of America sitting in the State of Delawareappropriate appellate courts therefrom) (“Delaware Courts”), and any appellate court from any decision thereof, in any Action arising out of such suit, action or relating to this Agreement, including the negotiation, execution or performance of this Agreement Proceeding and agrees that all claims in respect of any such Action shall be heard and determined in the Delaware Courts, (b) irrevocably waives, to the fullest extent it may legally and effectively do sopermitted by Law, any objection which that it may now or hereafter have to the laying of the venue of any Action arising out of such suit, action or relating to this Agreement or the negotiation, execution or performance of this Agreement in the Delaware Courts, including any objection based on its place of incorporation or domicile, (c) waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such Action Proceeding in any such court and (d) agrees or that a final judgment any such suit, action or Proceeding which is brought in any such Action shall be conclusive and court has been brought in an inconvenient forum. Process in any such suit, action or Proceeding may be enforced served on any party anywhere in other jurisdictions by suit on the judgment world, whether within or in without the jurisdiction of any other manner provided by Lawsuch court. Each of Without limiting the parties consents and foregoing, each party agrees that service of process, summons, notice or document for any action permitted hereunder may be delivered by registered mail addressed to it at the applicable address set forth process on such party as provided in Section 5.01 or in any other manner permitted by applicable Law10.02 shall be deemed effective service of process on such party.

Consent to Jurisdiction. Each of the parties hereto hereby irrevocably and unconditionally (a) submits, for itself and its property, to the exclusive jurisdiction and venue of the Delaware Court of Chancery (or, only if the Delaware Court of Chancery does not have jurisdiction over a particular matter, the Superior Court of the State of Delaware (and the Complex Commercial Litigation Division thereof if such division has jurisdiction over the particular matter), or if the Superior Court of the State of Delaware does not have jurisdiction, any federal court of the United States of America sitting in the State of Delaware) (“Delaware Courts”)or in the Southern District of New York, and any appellate court from any decision thereof, in any Action suit, action or other proceeding arising out of or relating to this AgreementAgreement or the agreements delivered in connection herewith or the transactions contemplated hereby or thereby or for recognition or enforcement of any judgment relating thereto, including and each of the negotiation, execution parties hereby irrevocably and unconditionally: (a) agrees not to commence any such action or performance of this Agreement and proceeding except in such courts; (b) agrees that all claims any claim in respect of any such Action shall action or proceeding may be heard and determined in the Delaware CourtsCourt of Chancery or, to the extent permitted by law, in such federal court; (bc) 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 such action or relating to this Agreement or the negotiation, execution or performance of this Agreement proceeding in the Delaware Courts, including Court of Chancery or any objection based on its place of incorporation or domicile, such federal court; and (cd) waives, to the fullest extent permitted by Lawlaw, the defense of an inconvenient forum to the maintenance of such Action action or proceeding in the Delaware Court of Chancery or any such court and (d) federal court. Each of the parties hereto agrees that a final judgment in any such Action action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Lawlaw. Each of the parties party to this Agreement irrevocably consents and agrees that to service of process, summons, notice or document process in the manner provided for any action permitted hereunder may be delivered by registered mail addressed to it at the applicable address set forth notices in Section 5.01 or 8.2. Nothing in this Agreement shall 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 hereby irrevocably and unconditionally (a) submits, for itself and its property, The Borrower hereby irrevocably submits to the exclusive jurisdiction and venue of the Delaware Court of Chancery (or, only if the Delaware Court of Chancery does not have jurisdiction over a particular matter, the Superior Court of the any New York State of Delaware (and the Complex Commercial Litigation Division thereof if such division has jurisdiction over the particular matter), or if the Superior Court of the State of Delaware does not have jurisdiction, any federal Federal court of the United States of America sitting in the State of Delaware) (“Delaware Courts”), and any appellate court from any decision thereof, New York City in any Action arising out of action or relating to this Agreement, including the negotiation, execution or performance of this Agreement and agrees that all claims in respect of any such Action shall be heard and determined in the Delaware Courts, (b) 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 proceeding arising out of or relating to this Agreement or any Loan Document, and the negotiation, execution Borrower hereby irrevocably agrees that all claims in respect of such action or performance of this Agreement proceeding may be heard and determined in the Delaware Courts, including any objection based on its place of incorporation such New York State or domicile, (c) Federal court. The Borrower hereby irrevocably waives, to the fullest extent permitted by Lawit may effectively do so, the defense of an inconvenient forum to the maintenance of such Action action or proceeding. The Borrower hereby irrevocably appoints CT Corporation System (the "Process Agent"), with an office on the date hereof at 1633 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Xxxxxx Xxxxxx, xx its agent to receive on behalf of the Borrower and its property service of copies of the summons and complaint and any other process which may be served in any such court action or proceeding. Such service may be made by mailing or delivering a copy of such process to the Borrower in care of the Process Agent at the Process Agent's above address, and (d) the Borrower hereby irrevocably authorizes and directs the Process Agent to accept such service on his behalf. As an alternative method of service, the Borrower 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 the Borrower at its address specified in Section 9.02. The Borrower agrees that a final judgment in any such Action action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each of the parties consents and agrees that service of process, summons, notice or document for any action permitted hereunder may be delivered by registered mail addressed to it at the applicable address set forth in Section 5.01 or in any other manner permitted by applicable Lawlaw.

Consent to Jurisdiction. Each of To the parties hereby irrevocably and unconditionally (a) submitsfullest extent permitted by law, for itself and its property, to the exclusive Parties hereto agree that jurisdiction and venue in any suit, action, or proceeding brought by any Party pursuant to this Agreement or the transactions contemplated hereby shall properly and exclusively lie in the Chancery Court of the State of Delaware, and any state appellate court therefrom within the state of Delaware Court of Chancery (or, only if the Delaware Chancery Court of Chancery does not have the State of Delaware declines to accept jurisdiction over a particular matter, the Superior Court of the State of Delaware (and the Complex Commercial Litigation Division thereof if such division has jurisdiction over the particular matter), any state or if the Superior Court of the State of Delaware does not have jurisdiction, any federal court of within the United States of America sitting in the State state of Delaware) (“Delaware Courts”), and any appellate court from any decision thereof, in any Action arising out of or relating to this Agreement, including the negotiation, execution or performance of this Agreement and agrees that all claims in respect of any such Action shall be heard and determined in the Delaware Courts, (b) waives, to . To the fullest extent it may legally and effectively do sopermitted by law, each Party hereto also agrees not to bring any objection which it may now suit, action or hereafter have to the laying of venue of any Action proceeding, arising out of or relating to this Agreement or the negotiationtransactions contemplated hereby in any other court (other than upon the appeal of any judgment, decision or action of any such court located in Delaware or, as applicable, any federal appellate court that includes the state of Delaware within its jurisdiction). To the fullest extent permitted by law, by execution or performance and delivery of this Agreement agreement, each Party hereto irrevocably submits to the jurisdiction of such courts for itself and in respect of its property with respect to such suit, action or proceeding. To the Delaware Courtsfullest extent permitted by law, including the Parties hereto irrevocably agree that venue would be proper in such court, and hereby waive any objection based on its place that any such court is an improper or inconvenient forum for the resolution of incorporation such suit, action or domicile, (c) waivesproceeding. The Parties hereto further agree that, to the fullest extent permitted by Lawlaw, the defense mailing by certified or registered mail, return receipt requested, of an inconvenient forum to the maintenance of such Action in any process required by any such court shall constitute valid and (d) agrees that a final judgment in any such Action shall be conclusive and may be enforced in other jurisdictions lawful service of process against them, without necessity for service by suit on the judgment or in any other manner means provided by Lawstatute or rule of court. Each Nothing in this Agreement will affect the right of the parties consents and agrees that service of process, summons, notice or document for any action permitted hereunder may be delivered by registered mail addressed Party to it at the applicable address set forth in Section 5.01 or this agreement to serve process in any other manner permitted by applicable Lawlaw.

Consent to Jurisdiction. Each of the parties Party to this Agreement hereby irrevocably and unconditionally (a) submits, for itself and its property, to the exclusive jurisdiction and venue of the Delaware Chancery Court of Chancery (or, only if the Delaware Chancery Court of Chancery does not have jurisdiction over a particular mattershall be unavailable, the Superior Court any other court of the State of Delaware (and or, in the Complex Commercial Litigation Division thereof if such division has jurisdiction over case of claims to which the particular matter), or if the Superior Court of the State of Delaware does not federal courts have subject matter jurisdiction, any federal court of the United States of America sitting in the State of Delaware) (“Delaware Courts”), and any appellate court from any decision thereof, in any Action action or proceeding arising out of or relating to this AgreementAgreement or the agreements delivered in connection herewith or the transactions contemplated hereby or thereby or for recognition or enforcement of any judgment relating thereto, including and each of the negotiationParties hereby irrevocably and unconditionally (a) agrees not to commence any such action or proceeding except in such courts, execution or performance of this Agreement and (b) agrees that all claims any claim in respect of any such Action shall action or proceeding may be heard and determined in the Delaware Courtssuch courts, (bc) 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 such action or relating to this Agreement or the negotiationproceeding in any such courts, execution or performance of this Agreement in the Delaware Courts, including any objection based on its place of incorporation or domicile, and (cd) waives, to the fullest extent permitted by Lawlaw, the defense of an inconvenient forum to the maintenance of such Action action or proceeding in any such court and (d) courts. Each of the Parties hereto agrees that a final judgment in any such Action action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Lawlaw. Each of the parties Party to this Agreement irrevocably consents and agrees that to service of process, summons, notice or document process in the manner provided for any action permitted hereunder may be delivered by registered mail addressed to it at the applicable address set forth notices in Section 5.01 or 11.1. 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 Except as prohibited by Spanish law or the By-laws of the parties hereby irrevocably and unconditionally (a) submits, for itself and its property, to the exclusive jurisdiction and venue of the Delaware Court of Chancery (or, only if the Delaware Court of Chancery does not have jurisdiction over a particular matterIssuer, the Superior Court of Issuer irrevocably agrees that any legal suit, action or proceeding against the State of Delaware (and Issuer brought by the Complex Commercial Litigation Division thereof if such division has jurisdiction over the particular matter)Depositary or any Holder, or if the Superior Court of the State of Delaware does not have jurisdiction, any federal court of the United States of America sitting in the State of Delaware) (“Delaware Courts”), and any appellate court from any decision thereof, in any Action arising out of or relating to based upon this AgreementDeposit Agreement or the transactions contemplated hereby, including the negotiation, execution may be instituted in any state or performance of this Agreement and agrees that all claims in respect of any such Action shall be heard and determined federal court in the Delaware CourtsBorough of Manhattan, (b) waivesThe City of New York, to the fullest extent it may legally New York, and effectively do so, irrevocably waives any objection which it may now or hereafter have to the laying of venue of any Action such proceeding, and irrevocably submits to the non-exclusive jurisdiction of such courts in any such suit, action or proceeding. The Issuer has appointed CT Corporation System, New York, New York, as its authorized agent (the "Authorized Agent") upon which process may be served in any such action arising out of or relating to based on this Deposit Agreement or the negotiation, execution transactions contemplated hereby which may be instituted in any state or performance of this Agreement federal court in the Delaware CourtsBorough of Manhattan, including The City of New York, New York, by the Depositary or any objection based on its place of incorporation or domicileHolder, (c) waives, expressly consents to the fullest extent permitted by Law, the defense non-exclusive jurisdiction of an inconvenient forum to the maintenance of such Action in any such court and (d) agrees that a final judgment in respect of any such Action action, and waives any other requirements of or objections to personal jurisdiction with respect thereto. Such appointment shall be conclusive irrevocable. The Issuer represents and may be enforced in other jurisdictions by suit on warrants that the judgment or in any other manner provided by Law. Each of the parties consents and agrees that Authorized Agent has agreed to act as said agent for service of process, summonsand the Issuer agrees to take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent and written notice or document for of such service to the Issuer shall be deemed, in every respect, effective service of process upon the Issuer. Notwithstanding the foregoing, any action permitted hereunder based on this Agreement may be delivered instituted by registered mail addressed to it at the applicable address set forth in Section 5.01 Depositary or any Holder in any other manner permitted by applicable Lawcompetent court in Spain.

Consent to Jurisdiction. Each of the parties to this Agreement hereby irrevocably and unconditionally (a) submits, for itself and its propertyassets and properties, to the exclusive jurisdiction and venue of the Delaware Court of Chancery (or, only if the Delaware Court of Chancery does not have jurisdiction over a particular matter, the Superior Court of the State of Delaware (and the Complex Commercial Litigation Division thereof if such division has jurisdiction over the particular matter), any Nevada state court or if the Superior Court of the State of Delaware does not have jurisdiction, any federal Federal court of the United States of America sitting in within the State of Delaware) (“Delaware Courts”)Nevada, and any respective appellate court from any decision thereofcourt, in any Action action or proceeding arising out of or relating to this Agreement, including the negotiationagreements delivered in connection with this Agreement, execution or performance the transactions contemplated hereby or thereby, or for recognition or enforcement of any judgment relating thereto, and each of the parties to this Agreement hereby irrevocably and unconditionally: (i) agrees not to commence any such action or proceeding except in such courts; (ii) agrees that all claims any claim in respect of any such Action shall action or proceeding may be heard and determined in such Nevada State court or, to the Delaware Courtsextent permitted by law, in such Federal court; (biii) 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 such action or relating to this Agreement proceeding in any such Nevada State or the negotiation, execution or performance of this Agreement in the Delaware Courts, including any objection based on its place of incorporation or domicile, Federal court; and (civ) waives, to the fullest extent permitted by Lawlaw, the defense of lack of personal jurisdiction or an inconvenient forum to the maintenance of such Action action or proceeding in any such court and (d) Nevada State or Federal court. Each of the parties to this Agreement hereby agrees that a final judgment in any such Action action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Lawlaw. Each of the parties to this Agreement hereby irrevocably consents and agrees that to service of process, summons, notice or document process in the manner provided for any action permitted hereunder may be delivered by registered mail addressed to it at the applicable address set forth notices in Section 5.01 or 9.2. Nothing in this Agreement shall 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 Buyer and Seller hereby irrevocably and unconditionally (a) submits, for itself and its property, to the exclusive jurisdiction and venue of the Delaware Court of Chancery (or, only if the Delaware Court of Chancery does not have jurisdiction over a particular matter, the Superior Court of the State of Delaware (and the Complex Commercial Litigation Division thereof if such division has jurisdiction over the particular matter), or if the Superior Court of the State of Delaware does not have jurisdiction, any federal court of the United States of America sitting in the State of Delaware) (“Delaware Courts”), and any appellate court from any decision thereof, in any Action based upon, arising out of or relating to this Agreement, including the negotiation, execution or performance of this Agreement and agrees that all claims in respect of any such Action shall be heard and determined in the Delaware Courts, (b) 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 based upon, arising out of or relating to this Agreement or the negotiation, execution or performance of this Agreement in the Delaware Courts, including any objection based on its place of incorporation or domicile, (c) waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such Action in any such court and (d) agrees that a final judgment in any such Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each of the parties Buyer and each Seller consents and agrees that service of process, summons, notice or document for any action permitted hereunder may be delivered by registered mail addressed to it at the applicable address set forth in Section 5.01 7.2 or in any other manner permitted by applicable Law.

Consent to Jurisdiction. (i) Each of the parties hereto hereby irrevocably and unconditionally (a) submits, for itself expressly and its property, irrevocably submits to the exclusive personal jurisdiction and venue of the state courts of the Delaware Court of Chancery (orChancery, only if the Delaware Court of Chancery does not have jurisdiction over a particular matter, the Superior Court any other court of the State of Delaware (and the Complex Commercial Litigation Division thereof if such division has jurisdiction over the particular matter), or if the Superior Court of the State of Delaware does not have jurisdiction, any federal court of the United States of America sitting in the State of Delaware, in the event any dispute arises out of this Agreement or the transactions contemplated hereby, (b) (“Delaware Courts”), and any appellate court agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any decision thereofsuch court, in (c) agrees that it will not bring any Action arising out of or relating to this AgreementAgreement or the transactions contemplated hereby in any court other than the Delaware Court of Chancery, including any other court of the negotiation, execution State of Delaware or performance of this Agreement and agrees that all claims in respect of any such Action shall be heard and determined federal court sitting in the Delaware CourtsState of Delaware, (bd) 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 (e) 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 the negotiation, execution or performance of this Agreement any federal court sitting in the Delaware Courts, including any objection based on its place State of incorporation or domicile, (c) waives, to Delaware. Each of Parent and the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such Action in any such court and (d) agrees Stockholders agree that a final judgment in any such Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each of the parties consents and agrees that service of process, summons, notice or document for any action permitted hereunder may be delivered by registered mail addressed to it at the applicable address set forth in Section 5.01 or in any other manner permitted by applicable Law.

Consent to Jurisdiction. Each of the parties party hereto hereby irrevocably and unconditionally (a) submits, for itself and its property, to the exclusive jurisdiction and venue of the Delaware Chancery Court of Chancery (the State of Delaware or, only if the Delaware Chancery Court of Chancery does not have the State of Delaware declines to accept jurisdiction over a particular matter, the Superior Court of the State of Delaware (and the Complex Commercial Litigation Division thereof if such division has jurisdiction over the particular matter), any state or if the Superior Court of the State of Delaware does not have jurisdiction, any federal Federal court of the United States of America sitting located in New Castle County in the State of Delaware) (“Delaware Courts”), and any appellate court from any decision thereof, in any Action or proceeding arising out of or relating to this AgreementAgreement or the Ancillary Agreements or the transactions contemplated hereby or thereby or for recognition or enforcement of any judgment relating thereto, including and each of the negotiationparties irrevocably and unconditionally (a) agrees not to commence any such Action or proceeding except in such courts, execution or performance of this Agreement and (b) agrees that all claims any claim in respect of any such Action shall or proceeding may be heard and determined in such Delaware State court or, to the Delaware Courtsextent permitted by Law, in such Federal court, (bc) waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any such Action arising out of or relating to this Agreement proceeding in any such Delaware State or the negotiationFederal court, execution or performance of this Agreement in the Delaware Courts, including any objection based on its place of incorporation or domicile, and (cd) waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such Action or proceeding in any such court and (d) Delaware State or Federal court. Each of the parties hereto agrees that a final judgment in any such Action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each of party agrees that (x) this Agreement involves at least $100,000.00 and (y) this Agreement has been entered into by the parties in express reliance upon 6 Del. C. § 2708. Each party hereto irrevocably and unconditionally consents and agrees that to service of process, summons, notice or document process in the manner provided for any action permitted hereunder may be delivered by registered mail addressed to it at the applicable address set forth notices in Section 5.01 or 7.2. Nothing in this Agreement will affect the right of any party to serve process in any other manner permitted by applicable LawLaw and each of the parties hereto hereby irrevocably and unconditionally agrees, to the extent such party is not otherwise subject to service of process in the State of Delaware, to appoint and maintain an agent in the State of Delaware as such party’s agent for acceptance of legal process.

Consent to Jurisdiction. (a) Each of the parties hereto hereby irrevocably and unconditionally (a) submits, for itself expressly and its property, irrevocably submits to the exclusive personal jurisdiction and venue of the state courts of the Delaware Court of Chancery (orChancery, only if the Delaware Court of Chancery does not have jurisdiction over a particular matter, the Superior Court any other court of the State of Delaware (and the Complex Commercial Litigation Division thereof if such division has jurisdiction over the particular matter), or if the Superior Court of the State of Delaware does not have jurisdiction, any federal court of the United States of America sitting in the State of Delaware, in the event any dispute arises out of this Agreement or the transactions contemplated hereby, (b) (“Delaware Courts”), and any appellate court agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any decision thereofsuch court, in (c) agrees that it will not bring any Action arising out of or relating to this AgreementAgreement or the transactions contemplated hereby in any court other than the Delaware Court of Chancery, including any other court of the negotiation, execution State of Delaware or performance of this Agreement and agrees that all claims in respect of any such Action shall be heard and determined federal court sitting in the Delaware CourtsState of Delaware, (bd) 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 (e) 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 the negotiation, execution or performance of this Agreement any federal court sitting in the Delaware CourtsState of Delaware. Each of Parent, including any objection based on its place of incorporation or domicile, (c) waives, to Xxxxxx Sub and the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such Action in any such court and (d) Company agrees that a final judgment in any such Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each of the parties consents and agrees that service of process, summons, notice or document for any action permitted hereunder may be delivered by registered mail addressed to it at the applicable address set forth in Section 5.01 or in any other manner permitted by applicable LawXxx.

Consent to Jurisdiction. Each of the parties party to this Agreement hereby irrevocably and unconditionally (a) submits, for itself and its property, to the exclusive jurisdiction and venue of the Delaware Court of Chancery (or, only if the Delaware Court of Chancery does not have jurisdiction over a particular matter, the Superior Court of the State of Delaware (and the Complex Commercial Litigation Division thereof if such division has jurisdiction over the particular matter), or if the Superior Court of the State of Delaware does not have jurisdictionCourt, any federal other Delaware state court, and any Federal court of the United States of America America, sitting in the State of Delaware) (“Delaware Courts”), and any appellate court from any decision thereof, in any Action action or proceeding arising out of or relating to this AgreementAgreement or the agreements delivered in connection herewith or the Transactions contemplated hereby or thereby or for recognition or enforcement of any judgment relating thereto, including and each of the negotiationParties hereby irrevocably and unconditionally (A) agrees not to commence any such action or proceeding except in such courts, execution or performance of this Agreement and (B) agrees that all claims any claim in respect of any such Action shall action or proceeding may be heard and determined in such Delaware Chancery Court, any other Delaware State court or, to the Delaware Courtsextent permitted by law, in such Federal court, (bC) 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 such action or relating to this Agreement proceeding in any such Delaware Chancery Court or the negotiationother Delaware State or Federal court, execution or performance of this Agreement in the Delaware Courts, including any objection based on its place of incorporation or domicile, and (cD) waives, to the fullest extent permitted by Lawlaw, the defense of an inconvenient forum to the maintenance of such Action action or proceeding in any such court and (d) Delaware Chancery Court or other Delaware State or Federal court. Each of the Parties hereto agrees that a final judgment in any such Action action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Lawlaw. Each of the parties party to this Agreement irrevocably consents and agrees that to service of process, summons, notice or document process in the manner provided for any action permitted hereunder may be delivered by registered mail addressed to it at the applicable address set forth notices in Section 5.01 or 11.2. 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 The Company and each of the parties Stockholders, by its, his or her execution hereof, (i) hereby irrevocably and unconditionally (a) submits, for itself and its property, submit to the exclusive jurisdiction and venue of the Delaware Court of Chancery (or, only if the Delaware Court of Chancery does not have jurisdiction over a particular matter, the Superior Court of state and federal courts in the State of Delaware for the purposes of any claim or action arising out of or based upon this Agreement or relating to the subject matter hereof, (ii) hereby waive, to the extent not prohibited by applicable law, and agree not to assert by way of motion, as a defense or otherwise, in any such claim or action, any claim that it or he is not subject personally to the Complex Commercial Litigation Division thereof if jurisdiction of the above-named courts, that its, his or her property is exempt or immune from attachment or execution, that any such division has jurisdiction over proceeding brought in the particular matter)above-named court is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court and (iii) hereby agree not to commence any claim or action arising out of or based upon this Agreement or relating to the subject matter hereof other than before 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 claim or action to any court other than the above-named courts whether on the grounds of inconvenient forum or otherwise; provided, that any action to enforce a judicial award of a state or if the Superior Court of federal court in the State of Delaware does not have jurisdiction, pursuant to this Section 4.20 may be brought in any federal court of the United States of America sitting in the State of Delaware) (“Delaware Courts”), and any appellate court from any decision thereof, competent jurisdiction in any Action arising out state or jurisdiction where the party against which enforcement is sought has operations or owns assets. The Company and each of or relating the Stockholders hereby consent to this Agreement, including the negotiation, execution or performance service of this Agreement and agrees that all claims in respect of any such Action shall be heard and determined in the Delaware Courts, (b) 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 or the negotiation, execution or performance of this Agreement in the Delaware Courts, including any objection based on its place of incorporation or domicile, (c) waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such Action process in any such court proceeding, and (d) agrees that a final judgment in any such Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each of the parties consents and agrees agree that service of process, summons, notice or document for any action permitted hereunder may be delivered process by registered mail addressed or certified mail, return receipt requested, at its address specified pursuant to it at the applicable address set forth in Section 5.01 or in any other manner permitted by applicable Law4.4 is reasonably calculated to give actual notice.

Consent to Jurisdiction. Each of Subject to Section 5.9, each party ----------------------- hereto, to the parties hereby fullest extent it may effectively do so under applicable law, irrevocably and unconditionally (ai) submits, for itself and its property, submits to the exclusive jurisdiction and venue of the Delaware Court of Chancery (or, only if the Delaware Court of Chancery does not have jurisdiction over a particular matter, the Superior Court any court of the State of Delaware (and the Complex Commercial Litigation Division thereof if such division has jurisdiction over the particular matter), California or if the Superior Court of the State of Delaware does not have jurisdiction, any federal court of the United States of America sitting in the State City of Delaware) (“Delaware Courts”)Los Angeles over any suit, and any appellate court from any decision thereof, in any Action action or proceeding arising out of or relating to this Agreement, including the negotiation, execution or performance of this Agreement (ii) waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that all claims in respect it is not subject to the jurisdiction of any such Action shall be heard and determined in the Delaware Courts, (b) waives, to the fullest extent it may legally and effectively do socourt, any objection which that it may now or hereafter have to the laying establishment of the venue of any Action arising out such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum, (iii) agrees that a judgment in any such suit, action or proceeding brought in any such court shall be conclusive and binding upon such party and may be enforced in the courts of or relating to this Agreement the United States of America or the negotiationState of California (or any other courts to the jurisdiction of which such party is or may be subject) by a suit upon such judgment and (iv) consents to process being served in any such suit, execution action or performance proceeding by mailing a copy thereof by registered or certified air mail, postage prepaid, return receipt requested, to the address of this Agreement such party specified in the Delaware Courtsor designated pursuant to Section 5.6. Each party agrees that such service (i) shall be deemed in every respect effective service of process upon such party in any such suit, including any objection based on its place of incorporation action or domicile, proceeding and (cii) waivesshall, to the fullest extent permitted by Lawlaw, the defense of an inconvenient forum be taken and held to the maintenance of be valid personal service upon and personal delivery to such Action in any such court and (d) agrees that a final judgment in any such Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each of the parties consents and agrees that service of process, summons, notice or document for any action permitted hereunder may be delivered by registered mail addressed to it at the applicable address set forth in Section 5.01 or in any other manner permitted by applicable Lawparty.

Consent to Jurisdiction. Each Pledgor (as a Pledgor and as a Company) and each of the parties Companies (i) hereby irrevocably and unconditionally (a) submits, for itself and its property, submits to the exclusive nonexclusive jurisdiction and venue of the Delaware Court of Chancery (or, only if the Delaware Court of Chancery does not have jurisdiction over a particular matter, the Superior Court courts of the State of Delaware (New York and the Complex Commercial Litigation Division thereof if such division has jurisdiction over the particular matter), or if the Superior Court of the State of Delaware does not have jurisdiction, any federal court of the United States District Court for the Southern District of America sitting in New York, or any successor to said court (hereinafter referred to as the State of Delaware) (“Delaware New York Courts”), and any appellate court from any decision thereof, in any Action arising out of or relating to this Agreement, including the negotiation, execution or performance of this Agreement and agrees that all claims in respect ) for purposes of any such Action shall be heard and determined in the Delaware Courtssuit, (b) waives, to the fullest extent it may legally and effectively do so, any objection action or other proceeding which it may now or hereafter have to the laying of venue of any Action arising out of or relating relates to this Agreement or the negotiation, execution or performance of this Agreement in the Delaware Courts, including any objection based on its place of incorporation or domicileother Loan Document, (cii) waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such Action in any such court and (d) agrees that a final judgment in any such Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each of the parties consents and agrees that service of process, summons, notice or document for any action permitted hereunder may be delivered by registered mail addressed to it at the applicable address set forth in Section 5.01 or in any other manner permitted by applicable Law, hereby waives and agrees not to assert by way of motion, as a defense or otherwise in any such suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of the New York Courts, that such suit, action or proceeding is brought in an inconvenient forum, that the venue of such suit, action or proceeding is improper, or that this Agreement or any Loan Document may not be enforced in or by the New York Courts, (iii) hereby agrees not to seek, and hereby waives, any collateral review by any other court, which may be called upon to enforce the judgment of any of the New York Courts, of the merits of any such suit, action or proceeding or the jurisdiction of the New York Courts, and (iv) waives personal service of any and all process upon it and consents that all such service of process be made by certified or registered mail addressed as provided in Section 16 hereof and service so made shall be deemed to be completed upon actual receipt thereof. Nothing herein shall limit any Lender’s right to bring any suit, action or other proceeding against any Pledgor or any of any Pledgor’s assets or to serve process on any Pledgor by any means authorized by Law.

Consent to Jurisdiction. Each of the parties Parties hereby irrevocably agrees that any legal action or proceeding with respect to this Agreement, or for recognition and unconditionally (a) submitsenforcement of any judgment in respect of this Agreement and obligations arising hereunder brought by any other Party hereto or its successors or assigns, for itself shall be brought and its property, to the exclusive jurisdiction and venue of determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, only if the Delaware Court of Chancery does not have declines to accept jurisdiction over a particular matter, the Superior Court of the State of Delaware (and the Complex Commercial Litigation Division thereof if such division has jurisdiction over the particular matter), any state or if the Superior Court of the State of Delaware does not have jurisdiction, any federal court of the United States of America sitting in within the State of Delaware) (“Delaware Courts”). Each of the Parties hereto hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it shall not bring any action relating to this Agreement in any court other than the aforesaid courts. Each of the Parties hereby irrevocably waives, and any appellate court from any decision thereofagrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any Action arising out of action or relating proceeding with respect to this Agreement, including Agreement (a) any claim that it is not personally subject to the negotiation, execution or performance jurisdiction of the above-named courts for any reason other than the failure to serve in accordance with this Agreement and agrees that all claims in respect of any such Action shall be heard and determined in the Delaware CourtsSection 6.9, (b) waives, to the fullest extent any claim that it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue its property is exempt or immune from jurisdiction of any Action arising out such court or from any legal process commenced in such courts (whether through service of or relating notice, attachment prior to this Agreement or the negotiationjudgment, attachment in aid of execution of judgment, execution of judgment or performance of this Agreement in the Delaware Courtsotherwise), including any objection based on its place of incorporation or domicile, and (c) waives, to the fullest extent permitted by Lawthe applicable law, any claim that (i) the defense of suit, action or proceeding in such court is brought in an inconvenient forum to forum, (ii) the maintenance venue of such Action in any such court and suit, action or proceeding is improper, or (diii) agrees that a final judgment in any such Action shall be conclusive and 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 Law. Each of the parties consents and agrees that service of process, summons, notice or document for any action permitted hereunder may be delivered by registered mail addressed to it at the applicable address set forth in Section 5.01 or in any other manner permitted by applicable Lawsuch courts.

Consent to Jurisdiction. Each of The Company and the parties hereby Guarantor each irrevocably and unconditionally (a) submits, for itself and its property, consents to the exclusive nonexclusive jurisdiction and venue of the Delaware Court of Chancery (or, only if the Delaware Court of Chancery does not have jurisdiction over a particular matter, the Superior Court any court of the State of Delaware (and the Complex Commercial Litigation Division thereof if such division has jurisdiction over the particular matter), New York or if the Superior Court of the State of Delaware does not have jurisdiction, any federal court of the United States of America sitting Federal court sitting, in each case, in the State Borough of Delaware) (“Delaware Courts”)Manhattan, Xxx Xxxx xx Xxx Xxxx, Xxx Xxxx, Xxxxxx Xxxxxx of America, and any appellate court from any decision thereof, thereof in any Action arising out of suit, action or relating to proceeding that may be brought in connection with this AgreementIndenture, including the negotiation, execution or performance of this Agreement and agrees that all claims in respect of any such Action shall be heard and determined in the Delaware Courts, (b) 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 Securities or the negotiationGuarantees, execution or performance and waives any immunity from the jurisdiction of this Agreement in such courts. The Company and the Delaware Courts, including any objection based on its place of incorporation or domicile, (c) Guarantor each irrevocably waives, to the fullest extent permitted by Lawlaw, any objection to any such suit, action or proceeding that may be brought in such courts whether on the defense grounds of venue, residence or domicile or on the ground that any such suit, action or proceeding has been brought in an inconvenient forum forum. The Company and the Guarantor each agrees, to the maintenance of such Action in any such court and (d) agrees fullest extent that a it lawfully may do so, that final judgment in any such Action 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 enforced be, and waives, to the fullest extent permitted by law, any objection to the enforcement by any competent court in other jurisdictions by suit the Jurisdiction of Incorporation of judgments validly obtained in any such court in New York on the judgment basis of such suit, action or in 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 for reconsideration of, any such judgment, or (iii) any other manner provided by Law. Each right or remedy of the parties consents and agrees that service of process, summons, notice Company or document for any action permitted hereunder may be delivered by registered mail addressed the Guarantor to it at the applicable address set forth extent not expressly waived in accordance with this Section 5.01 or in any other manner permitted by applicable Law115.

Consent to Jurisdiction. Each of the parties hereby Member irrevocably and unconditionally (a) submits, for itself and its property, submits to the exclusive jurisdiction and venue of (a) the Delaware Court of Chancery (or, only if the Delaware Court of Chancery does not have jurisdiction over a particular matter, the Superior Court state courts of the State of Delaware and (and the Complex Commercial Litigation Division thereof if such division has jurisdiction over the particular matter), or if the Superior Court of the State of Delaware does not have jurisdiction, any federal court of b) the United States District Court for the District of America sitting in Delaware for the State purposes of Delaware) (“Delaware Courts”), and any appellate court from any decision thereof, in any Action Proceeding arising out of or relating to this Agreement, including the negotiation, execution or performance of this Agreement . Each Member agrees to commence any Proceeding relating hereto only in either such court. Each Member irrevocably and agrees that all claims in respect of any such Action shall be heard and determined in the Delaware Courts, (b) waives, to the fullest extent it may legally and effectively do so, unconditionally waives any objection which it may now or hereafter have to the laying of venue of any Action Proceeding arising out of or relating to this Agreement or the negotiation, execution or performance of this Agreement in (A) the Delaware Courtsstate court of the State of Delaware, including any objection based on its place or (B) the United States District Court for the District of incorporation Delaware, and hereby further irrevocably and unconditionally waives and agrees not to plead or domicile, (c) waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such Action claim in any such court that any such Proceeding brought in any such court has been brought in an inconvenient forum. Each Member further irrevocably consents to the service of process out of any of the aforementioned courts in any such Proceeding by the mailing of copies thereof by mail to such Party at its address set forth in this Agreement, such service of process to be effective upon acknowledgment of receipt of such registered mail; provided that nothing in this Section 15.5 shall affect the right of any Member to serve legal process in any other manner permitted by Applicable Law. The consent to jurisdiction set forth in this Section 15.5 shall not constitute a general consent to service of process in the State of Delaware and (d) agrees shall have no effect for any purpose except as provided in this Section 15.5. The Members agree that a final judgment in any such Action Proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each of the parties consents and agrees that service of process, summons, notice or document for any action permitted hereunder may be delivered by registered mail addressed to it at the applicable address set forth in Section 5.01 or in any other manner permitted by applicable Applicable Law.

Consent to Jurisdiction. Each of Subject to paragraph 5.9, each party hereto, to the parties hereby fullest extent it may effectively do so under applicable law, irrevocably and unconditionally (ai) submits, for itself and its property, submits to the exclusive jurisdiction and venue of the Delaware Court of Chancery (or, only if the Delaware Court of Chancery does not have jurisdiction over a particular matter, the Superior Court any court of the State of Delaware (and the Complex Commercial Litigation Division thereof if such division has jurisdiction over the particular matter), California or if the Superior Court of the State of Delaware does not have jurisdiction, any federal court of the United States of America sitting in the State City of Delaware) (“Delaware Courts”)Anaheim over any suit, and any appellate court from any decision thereof, in any Action action or proceeding arising out of or relating to this Agreement, including the negotiation, execution or performance of this Agreement (ii) waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that all claims in respect it is not subjection to the jurisdiction of any such Action shall be heard and determined in the Delaware Courts, (b) waives, to the fullest extent it may legally and effectively do socourt, any objection which that it may now or hereafter have to the laying establishment of the venue of any Action arising out such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum, (iii) agrees that a judgment in any such suit, action or proceeding brought in any such court shall be conclusive and binding upon such party and may be enforced in the courts of or relating to this Agreement the United States of America or the negotiationState of California (or any other courts to the jurisdiction of which such party is or may be subject) by a suit upon such judgment and (iv) consents to process being served in any such suit, execution action or performance proceeding by mailing a copy thereof by registered or certified air mail, postage prepaid, return receipt requested, to the address of this Agreement such party specified in the Delaware Courtsor designated pursuant to paragraph 5.6. Each party agrees that such service (i) shall be deemed in every respect effective service of process upon such party in any such suit, including any objection based on its place of incorporation action or domicile, proceeding and (cii) waivesshall, to the fullest extent permitted by Lawlaw, the defense of an inconvenient forum be taken and held to the maintenance of be valid personal service upon and personal delivery to such Action in any such court and (d) agrees that a final judgment in any such Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each of the parties consents and agrees that service of process, summons, notice or document for any action permitted hereunder may be delivered by registered mail addressed to it at the applicable address set forth in Section 5.01 or in any other manner permitted by applicable Lawparty.

Consent to Jurisdiction. Each of Lane and GBC irrevocably agrees that any legal action or proceeding with respect to this Agreement, the parties transactions contemplated hereby, any provision hereof, the breach, performance, validity or invalidity hereof or for recognition and enforcement of any judgment in respect 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 Delaware, and each of Lane and GBC hereby irrevocably and unconditionally (a) submits, submits with regard to any such action or proceeding for itself and in respect to its property, generally and unconditionally, to the exclusive jurisdiction and venue of the Delaware Court aforesaid courts. Each of Chancery (or, only if the Delaware Court of Chancery does not have jurisdiction over a particular matter, the Superior Court of the State of Delaware (Lane and the Complex Commercial Litigation Division thereof if such division has jurisdiction over the particular matter), or if the Superior Court of the State of Delaware does not have jurisdiction, any federal court of the United States of America sitting in the State of Delaware) (“Delaware Courts”)GBC hereby irrevocably waives, and any appellate court from any decision thereofagrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any Action arising out of action or relating proceeding with respect to this Agreement, including the negotiationtransactions contemplated hereby, execution any provision hereof or performance the breach, performance, enforcement, validity or invalidity hereof, (a) any claim that it is not personally subject to the jurisdiction of this Agreement and agrees that all claims in respect of the above-named courts for any such Action shall be heard and determined in reason other than the Delaware Courtsfailure to lawfully serve process, (b) waives, to the fullest extent that it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue its property is exempt or immune from jurisdiction of any Action arising out such court or from any legal process commenced in such courts (whether through service of or relating notice, attachment prior to this Agreement or the negotiationjudgment, attachment in aid of execution of judgment, execution of judgment or performance of this Agreement in the Delaware Courts, including any objection based on its place of incorporation or domicile, otherwise) and (c) waives, to the fullest extent permitted by Lawapplicable laws, that (i) the defense of an inconvenient forum to the maintenance of such Action suit, action or proceeding in any such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper and (diii) agrees that a final judgment in any such Action shall be conclusive and 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 Law. Each of the parties consents and agrees that service of process, summons, notice or document for any action permitted hereunder may be delivered by registered mail addressed to it at the applicable address set forth in Section 5.01 or in any other manner permitted by applicable Lawsuch courts.

Consent to Jurisdiction. Each of the parties The Borrower hereby irrevocably and unconditionally (a) submits, for itself and its property, to the exclusive nonexclusive jurisdiction and venue of the Delaware Court of Chancery (or, only if the Delaware Court of Chancery does not have jurisdiction over a particular matter, the Superior Supreme Court of the State of Delaware (New York sitting in New York County and the Complex Commercial Litigation Division thereof if such division has jurisdiction over the particular matter), or if the Superior Court of the State of Delaware does not have jurisdiction, any federal court of the United States District Court of America sitting in the State Southern District of Delaware) (“Delaware Courts”)New York, and any appellate court from any decision thereof, in any Action action or proceeding arising out of or relating to this Agreement, including or for recognition or enforcement of any judgment, and each of the negotiation, execution or performance of this Agreement parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such Action shall action or proceeding may be heard and determined in such New York State or, to the Delaware Courtsextent permitted by law, (b) in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that the Administrative Agent, the Issuing Bank or any Lender may otherwise have to bring any action or proceeding relating to this Agreement against the Borrower or its properties in the courts of any jurisdiction. The Borrower 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 Action suit, action or proceeding arising out of or relating to this Agreement in the Supreme Court of the State of New York sitting in New York County or the negotiationUnited States District Court of the Southern District of New York, execution or performance any appellate court from any thereof. Each of this Agreement in the Delaware Courts, including any objection based on its place of incorporation or domicile, (c) parties hereto hereby irrevocably waives, to the fullest extent permitted by Lawlaw, the defense of an inconvenient forum to the maintenance of such Action action or proceeding in any such court and (d) agrees that a final judgment in any such Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each of the parties consents and agrees that service of process, summons, notice or document for any action permitted hereunder may be delivered by registered mail addressed to it at the applicable address set forth in Section 5.01 or in any other manner permitted by applicable Lawcourt.

Consent to Jurisdiction. Each of the parties Parties hereto hereby irrevocably and unconditionally (a) submits, for itself and its property, to the exclusive jurisdiction and venue of the Delaware Court of Chancery (any California State court, or, only if the Delaware Court of Chancery does not have jurisdiction over a particular matterno such state court has proper jurisdiction, the Superior Court of the State of Delaware (and the Complex Commercial Litigation Division thereof if such division has jurisdiction over the particular matter), or if the Superior Court of the State of Delaware does not have jurisdiction, any federal court of the United States of America America, sitting in the State Northern District of Delaware) (“Delaware Courts”)California, and any appellate court from any decision thereof, in any Action or Proceeding arising out of or relating to this AgreementAgreement or the agreements delivered in connection herewith or the Transactions or for recognition or enforcement of any judgment relating thereto, including and each of the negotiationParties hereby irrevocably and unconditionally (a) agrees not to commence any such action or proceeding except in such courts, execution or performance of this Agreement and (b) agrees that all claims any claim in respect of any such Action shall action or proceeding may be heard and determined in the Delaware Courtssuch California State court or, if no such state court has proper jurisdiction, in such federal court, (bc) 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 such action or relating to this Agreement proceeding in any such California State court or the negotiation, execution or performance of this Agreement in the Delaware Courts, including any objection based on its place of incorporation or domicile, federal court and (cd) waives, to the fullest extent permitted by Lawlaw, the defense of an inconvenient forum to the maintenance of such Action action or proceeding in any such California State court and (d) or federal court. Each of the Parties hereto agrees that a final judgment in any such Action action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Lawlaw. Each of the parties Party to this Agreement irrevocably consents and agrees that to service of process, summons, notice or document process in the manner provided for any action permitted hereunder may be delivered by registered mail addressed to it at the applicable address set forth notices in Section 5.01 or 10 of this Agreement. Nothing in this Agreement will affect the right of any Party to this Agreement to serve process in any other manner permitted by applicable Applicable Law. Each Party hereto agrees not to commence any legal proceedings relating to or arising out of this Agreement or the Transactions in any jurisdiction or courts other than as provided herein.

Consent to Jurisdiction. Each All Actions that, directly or indirectly, arise out of or relate to this Agreement shall be heard and determined exclusively in the parties hereby irrevocably and unconditionally (a) submits, for itself and its property, to the exclusive jurisdiction and venue of the Delaware Court of Chancery (orof the State of Delaware; provided, only however, that if the Delaware Court of Chancery such court does not have jurisdiction over a particular mattersuch Action, the Superior Court of the State of Delaware (and the Complex Commercial Litigation Division thereof if such division has jurisdiction over the particular matter), or if the Superior Court of the State of Delaware does not have jurisdiction, any federal court of the United States of America sitting in the State of Delaware) (“Delaware Courts”), and any appellate court from any decision thereof, in any Action arising out of or relating to this Agreement, including the negotiation, execution or performance of this Agreement and agrees that all claims in respect of any such Action shall be heard and determined exclusively in any Xxxxxxxx xxxxx xxxxx xx Xxxxxx Xxxxxx federal court sitting in the State of Delaware (such courts, “Delaware Courts, (b) 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 or the negotiation, execution or performance of this Agreement in the Delaware Courts, including any objection based on its place of incorporation or domicile, (c) waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such Action in any such court and (d) agrees that a final judgment in any such Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law”). Each of the parties consents and Parties further agrees that service of any process, summons, notice or document for any action permitted hereunder may be delivered by U.S. registered mail addressed to it at the applicable such Party’s respective address set forth in Section 5.01 10.5 shall be effective service of process for any Action in the Delaware Courts with respect to any matters to which it has submitted to jurisdiction in this Section 10.14. Consistent with the foregoing in this Section 10.14, each of the Parties hereby (a) submits to the exclusive jurisdiction of any federal or state court sitting in the State of Delaware for the purpose of any Action brought by any party hereto that, directly or indirectly, arises out of or relates to this Agreement; (b) irrevocably waives and releases, and agrees not to assert by way of motion, defense, or otherwise, in or with respect to any such Action, any claim that (i) such Action is not subject to the subject matter jurisdiction of at least one of the above-named courts; (ii) its property is exempt or immune from attachment or execution in the State of Delaware; (iii) such Action is brought in an inconvenient forum; (iv) that the venue of such Action is improper; or (v) this Agreement or the transactions contemplated by this Agreement may not be enforced in or by any of the above-named courts; and (d) agrees not to move to transfer any such Action to a court other manner permitted by applicable Lawthan any of the above-named courts.

Consent to Jurisdiction. Each The Company and Executive agree ----------------------- that any legal action or proceeding with respect to this Agreement or any agreement, certificate or other instrument entered into in contemplation of the parties hereby irrevocably and unconditionally (a) submits, for itself and its property, to the exclusive jurisdiction and venue of the Delaware Court of Chancery (or, only if the Delaware Court of Chancery does not have jurisdiction over a particular matter, the Superior Court of the State of Delaware (and the Complex Commercial Litigation Division thereof if such division has jurisdiction over the particular matter)transactions contemplated by this Agreement, or if the Superior Court of the State of Delaware does not have jurisdiction, any federal court of the United States of America sitting in the State of Delaware) (“Delaware Courts”), and any appellate court from any decision thereof, in any Action matters arising out of or relating to in connection this Agreement or such other agreement, certificate or instrument, and any action for the enforcement of any judgment in respect thereof, may be brought in the state or federal courts located in Dallas, Texas. By execution and delivery of this Agreement, including each of the negotiation, execution or performance Company and Executive irrevocably consent to service of this Agreement and agrees that all claims in respect process out of any of the aforementioned courts in any such Action shall be heard and determined in action or proceeding by the Delaware Courtsmailing of copies thereof by registered or certified mail, (b) waivespostage prepaid, or by recognized express carrier or delivery service, to the fullest extent it may legally applicable party at his or its address referred to herein. The Company and effectively do so, Executive hereby irrevocably waive any objection which he or it may now or hereafter have to the laying of venue of any Action of the aforementioned actions or proceedings arising out of or relating in connection with this Agreement, or any related agreement, certificate or instrument referred to this Agreement or the negotiationabove, execution or performance of this Agreement brought in the Delaware Courts, including any objection based on its place of incorporation or domicile, (c) waivescourts referred to above and hereby further irrevocably waive and agree, to the fullest extent permitted by Lawapplicable law, the defense of an inconvenient forum not to the maintenance of such Action plead or claim in any such court and (d) agrees that a final judgment any such action or proceeding brought in any such Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or court has been brought in any other manner provided by Lawinconvenient forum. Each Nothing herein shall affect the right of the parties consents and agrees that service of process, summons, notice or document for any action permitted hereunder may be delivered by registered mail addressed party to it at the applicable address set forth in Section 5.01 or serve process in any other manner permitted by applicable Lawlaw.

Consent to Jurisdiction. Each of the parties hereby irrevocably Parties agrees that any legal action or proceeding with respect to this Agreement, or for recognition and unconditionally (a) submitsenforcement of any judgment in respect of this Agreement and obligations arising hereunder brought by any other Party or its successors or assigns, for itself will be brought and its property, to the exclusive jurisdiction and venue of determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, only if the Delaware Court of Chancery does not have declines to accept jurisdiction over a particular matter, the Superior Court of the State of Delaware (and the Complex Commercial Litigation Division thereof if such division has jurisdiction over the particular matter), any state or if the Superior Court of the State of Delaware does not have jurisdiction, any federal court of the United States of America sitting in within the State of Delaware) (“Delaware Courts”). Each of the Parties hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement in any court other than the aforesaid courts. Each of the Parties hereby irrevocably waives, and any appellate court from any decision thereofagrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any Action arising out of action or relating proceeding with respect to this Agreement, including Agreement (a) any claim that it is not personally subject to the negotiation, execution or performance jurisdiction of the above-named courts for any reason other than the failure to serve in accordance with this Agreement and agrees that all claims in respect of any such Action shall be heard and determined in the Delaware CourtsSection 5.10, (b) waives, to the fullest extent any claim that it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue its property is exempt or immune from jurisdiction of any Action arising out such court or from any legal process commenced in such courts (whether through service of or relating notice, attachment prior to this Agreement or the negotiationjudgment, attachment in aid of execution of judgment, execution of judgment or performance of this Agreement in the Delaware Courtsotherwise), including any objection based on its place of incorporation or domicile, and (c) waives, to the fullest extent permitted by Lawthe applicable law, any claim that (i) the defense of suit, action or proceeding in such court is brought in an inconvenient forum to forum, (ii) the maintenance venue of such Action in any such court and suit, action or proceeding is improper, or (diii) agrees that a final judgment in any such Action shall be conclusive and 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 Law. Each of the parties consents and agrees that service of process, summons, notice or document for any action permitted hereunder may be delivered by registered mail addressed to it at the applicable address set forth in Section 5.01 or in any other manner permitted by applicable Lawsuch courts.

Consent to Jurisdiction. (a) Each of the parties hereby irrevocably and unconditionally hereto (ai) submits, for consents to submit itself and its property, to the exclusive personal jurisdiction and venue of the Delaware Chancery Courts of the State of Delaware, or if subject matter jurisdiction in such Court is not available, of the Superior Court of the State of Delaware and any federal court of the United States located in the State of Delaware in the event any dispute arises out of, relating to or in connection with this Agreement or any of the Transactions, (ii) undertakes that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court and (iii) undertakes that it will not bring any action arising out of, relating to or in connection with this Agreement or any of the Transactions in any court other than the Chancery (Court of the State of Delaware or, only if the Delaware subject matter jurisdiction in such Court of Chancery does is not have jurisdiction over a particular matteravailable, the Superior Court of the State of Delaware (and the Complex Commercial Litigation Division thereof if such division has jurisdiction over the particular matter), or if the Superior Court of the State of Delaware does not have jurisdiction, any federal court of the United States of America sitting located in the State of Delaware) (“Delaware Courts”), . Each of the parties hereto hereby irrevocably and any appellate court from any decision thereof, in any Action arising out of or relating to this Agreement, including the negotiation, execution or performance of this Agreement and agrees that all claims in respect of any such Action shall be heard and determined in the Delaware Courts, (b) 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 Action suit, action or proceeding arising out of or of, relating to or in connection with this Agreement or any of the negotiation, execution or performance Transactions in any of the Courts previously identified in this Agreement in Section 8.8(a). Each of the Delaware Courts, including any objection based on its place of incorporation or domicile, (c) parties hereto hereby irrevocably waives, to the fullest extent permitted by Lawlaw, the defense of an inconvenient forum to the maintenance of such Action action or proceeding in any such court and (d) agrees that a final judgment in any such Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each of the parties consents and agrees that service of process, summons, notice or document for any action permitted hereunder may be delivered by registered mail addressed to it at the applicable address set forth in Section 5.01 or in any other manner permitted by applicable LawCourts.

Consent to Jurisdiction. Each of the The parties hereby irrevocably and unconditionally (a) submits, for itself and its property, submit to the exclusive jurisdiction and venue of the Delaware Court of Chancery (or, only if the Delaware Court of Chancery does not have jurisdiction over a particular matter, the Superior Court courts of the State of Delaware (and the Complex Commercial Litigation Division thereof if such division has jurisdiction over the particular matter), or if the Superior Court of the State of Delaware does not have jurisdiction, any federal court Federal courts of the United States of America sitting located in the State of Delaware) (“Delaware Courts”), solely in respect of the interpretation and any appellate court from any decision thereof, in any Action arising out enforcement of or relating to this Agreement, including the negotiation, execution or performance provisions of this Agreement and agrees of the documents referred to in this Agreement, and in respect of the transactions contemplated hereby, and hereby waive and agree not to assert, as a defense in any Action for the interpretation or enforcement hereof or of any such document, that it is not subject thereto or that such Action may not be brought or is not maintainable in said courts or that the venue thereof may not be appropriate or that this Agreement or any such document may not be enforced in or by such courts, and the parties hereto irrevocably agree that all claims in with respect of any to such Action shall be heard and determined in such a Delaware or Federal court. The parties hereby consent to and grant any such court jurisdiction over the Delaware Courts, (b) waivesperson of such parties and, 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 or the negotiation, execution or performance of this Agreement in the Delaware Courts, including any objection based on its place of incorporation or domicile, (c) waives, to the fullest extent permitted by Law, over the defense subject matter of an inconvenient forum to the maintenance such dispute and agree that mailing of process or other papers in connection with any such Action in the manner provided in Section 9.6 of the Merger Agreement or in such other manner as may be permitted by Law shall be valid and sufficient service thereof. Parent hereby agrees that in no event shall any Stockholder or its respective partners, stockholders, directors or officers be liable to Parent for any claims or damages with respect to the subject matter of the Merger Agreement, except as expressly provided herein, and Parent agrees not to assert any such court and (d) agrees that a final judgment in claims or damages against any such Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment Stockholder or in any other manner provided by Lawits respective partners, stockholders, directors or officers. Each of the parties consents and agrees that service of process, summons, notice or document for any action permitted hereunder may be delivered by registered mail addressed to it at the applicable address set forth in Section 5.01 or in any other manner permitted by applicable Law.[Signature Page Follows]

Consent to Jurisdiction. Each of the parties Parent, Sponsor and each Stockholder hereby irrevocably and unconditionally (a) submits, for itself and its property, to the exclusive jurisdiction and venue of the Delaware Court of Chancery (or, only if the Delaware Court of Chancery does not have jurisdiction over a particular matter, the Superior Court of the State of Delaware (and the Complex Commercial Litigation Division thereof if such division has jurisdiction over the particular matter), or if the Superior Court of the State of Delaware does not have jurisdiction, any federal court of the United States of America sitting in the State of Delaware) (“Delaware Courts”), and any appellate court from any decision thereof, in any Action arising out of or relating to this Agreement, including the negotiation, execution or performance of this Agreement and agrees that all claims in respect of any such Action shall be heard and determined in the Delaware Courts, (b) 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 Proceeding arising out of or relating to this Agreement or any of the negotiationtransactions contemplated hereby shall be brought and determined in the Court of Chancery of the State of Delaware or, execution if exclusive jurisdiction over the matter is vested in the federal courts, any court of the United States located in the State of Delaware (and each such party shall not bring any Proceeding arising out of or performance of relating to this Agreement or any of the transactions contemplated hereby in any court other than the Delaware Courtsaforesaid courts), including and Parent, Sponsor and each Stockholder hereby irrevocably submits with regard to any objection based on such Proceeding for himself, herself or itself and in respect to his, her or its place of incorporation or domicileproperty, (c) waivesgenerally and unconditionally, to the fullest extent permitted exclusive jurisdiction of the aforesaid courts. Parent, Sponsor and each Stockholder hereby irrevocably waives, and agrees not to assert, by Lawway of motion, the defense of an inconvenient forum as a defense, counterclaim or otherwise, in any such Proceeding, (i) any claim that he, she or it is not personally subject to the maintenance 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 Action court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and (iii) that (x) such Proceeding in any such court is brought in an inconvenient forum, (y) the venue of such Proceeding is improper and (dz) agrees that a final judgment in any such Action shall be conclusive and 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 Law. Each of the parties consents and agrees that service of process, summons, notice or document for any action permitted hereunder may be delivered by registered mail addressed to it at the applicable address set forth in Section 5.01 or in any other manner permitted by applicable Lawsuch courts.

Consent to Jurisdiction. Each of the parties The Pledgor hereby irrevocably and unconditionally (ai) submits, for itself and its property, to the exclusive nonexclusive jurisdiction and venue of the Delaware Court of Chancery (or, only if the Delaware Court of Chancery does not have jurisdiction over a particular matter, the Superior Court of the any New York State of Delaware (and the Complex Commercial Litigation Division thereof if such division has jurisdiction over the particular matter), court or if the Superior Court of the State of Delaware does not have jurisdiction, any federal Federal court of the United States of America sitting in the State of Delaware) (“Delaware Courts”)New York City, and any appellate court from any decision thereof, in any Action action or proceeding arising out of or relating to this Agreement, including the negotiation, execution or performance of this Agreement and (ii) agrees that all claims in respect of any such Action shall action or proceeding may be heard and determined in any such New York State court or, to the Delaware Courtsextent permitted by law, in such Federal court, (biii) 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 or the negotiation, execution or performance of this Agreement in the Delaware Courts, including any objection based on its place of incorporation or domicile, (c) waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such Action action or proceeding, (iv) consents to the service of any and all process in any such court action or proceeding by the mailing of copies of such process to CT Corporation at 000 Xxxxxx Xxxxxx, Xxx Xxxx, XX 00000, Xxxxxx Xxxxxx of America, or in any other manner permitted by applicable law, and (dv) agrees that a final judgment in any such Action action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Lawlaw. Each of Nothing in this Agreement will affect the parties consents and agrees that service of process, summons, notice or document for any action permitted hereunder may be delivered by registered mail addressed Bank’s right to it at the applicable address set forth in Section 5.01 or serve legal process in any other manner permitted by applicable Lawlaw or affect the Bank’s right to bring any action or proceeding relating to this Agreement or the transactions contemplated hereby against the Pledgor or its property in the courts of any jurisdiction. To the extent that the Pledgor has or hereafter may acquire any immunity from jurisdiction of any court or from set-off or 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, the Pledgor hereby irrevocably waives such immunity in respect of its obligations under this Agreement.