Common use of Consent to Jurisdiction Clause in Contracts

Consent to Jurisdiction. Each of the parties hereto other than the Selling Shareholder agrees that any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby ("Related Proceedings") shall be instituted in (i) the federal courts of the United States of America located in the City and County of New York, Borough of Manhattan or (ii) the courts of the State of New York located in the City and County of New York, Borough of Manhattan (collectively, the "Specified Courts"), and irrevocably submits to the exclusive jurisdiction (except for proceedings instituted in regard to the enforcement of a judgment of any Specified Court (a "Related Judgment"), as to which such jurisdiction is non-exclusive) of the Specified Courts in any such suit, action or proceeding. Service of any process, summons, notice or document by mail to such party's address set forth above shall be effective service of process for any suit, action or proceeding brought in any Specified Court. Each of the parties hereto irrevocably and unconditionally waives any objection to the laying of venue of any suit, action or proceeding in the Specified Courts and irrevocably and unconditionally waive and agree not to plead or claim in any Specified Court that any such suit, action or proceeding brought in any Specified Court has been brought in an inconvenient forum.

Consent to Jurisdiction. Each of the parties hereto other than the Selling Shareholder agrees that any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby ("“Related Proceedings"”) shall be instituted in in (i) the federal courts of the United States of America located in the City and County of New York, Borough of Manhattan or (ii) the courts of the State of New York located in the City and County of New York, Borough of Manhattan (collectively, the "“Specified Courts"”), and irrevocably submits to the exclusive jurisdiction (except for proceedings instituted in regard to the enforcement of a judgment of any Specified Court (a "“Related Judgment"”), as to which such jurisdiction is non-exclusive) of the Specified Courts in any such suit, action or proceeding. Service of any process, summons, notice or document by mail to such party's ’s address set forth above shall be effective service of process for any suit, action or proceeding brought in any Specified Court. Each of the parties hereto irrevocably and unconditionally waives any objection to the laying of venue of any suit, action or proceeding in the Specified Courts and irrevocably and unconditionally waive and agree not to plead or claim in any Specified Court that any such suit, action or proceeding brought in any Specified Court has been brought in an inconvenient forum.

Consent to Jurisdiction. Each of the parties hereto other than the Selling Shareholder agrees that any Any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby ("“Related Proceedings"”) shall be instituted in in (i) the federal courts of the United States of America located in the City and County of New York, Borough of Manhattan or (ii) the courts of the State of New York located in the City and County of New York, Borough of Manhattan (collectively, the "“Specified Courts"”), and each party irrevocably submits to the exclusive jurisdiction (except for proceedings instituted in regard to the enforcement of a judgment of any Specified Court such court (a "“Related Judgment"”), as to which such jurisdiction is non-exclusive) of the Specified Courts such courts in any such suit, action or proceeding. Service of any process, summons, notice or document by mail to such party's ’s address set forth above shall be effective service of process for any suit, action or other proceeding brought in any Specified Courtsuch court. Each of the The parties hereto irrevocably and unconditionally waives waive any objection to the laying of venue of any suit, action or other proceeding in the Specified Courts and irrevocably and unconditionally waive and agree not to plead or claim in any Specified Court such court that any such suit, action or other proceeding brought in any Specified Court such court has been brought in an inconvenient forum.

Consent to Jurisdiction. Each of the parties hereto other than the Selling Shareholder agrees that any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby ("Related Proceedings") shall be instituted in in (i) the federal courts of the United States of America located in the City and County of New York, Borough of Manhattan or (ii) the courts of the State of New York located in the City and County of New York, Borough of Manhattan (collectively, the "“Specified Courts"”), and irrevocably submits to the exclusive jurisdiction (except for proceedings instituted in regard to the enforcement of a judgment of any Specified Court (a "Related Judgment")Court, as to which such jurisdiction is non-exclusive) of the Specified Courts in any such suit, action or proceeding. Service of any process, summons, notice or document by mail to such party's ’s address set forth above shall be effective service of process for any suit, action or proceeding brought in any Specified Court. Each of the parties hereto irrevocably and unconditionally waives any objection to the laying of venue of any suit, action or proceeding in the Specified Courts and irrevocably and unconditionally waive and agree not to plead or claim in any Specified Court that any such suit, action or proceeding brought in any Specified Court has been brought in an inconvenient forum.

Consent to Jurisdiction. Each of the parties hereto other than the Selling Shareholder agrees that any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby ("“Related Proceedings"”) shall be instituted in in (i) the federal courts of the United States of America located in the City and County of New York, Borough of Manhattan or (ii) the courts of the State of New York located in the City and County of New York, Borough of Manhattan (collectively, the "“Specified Courts"”), and irrevocably submits to the exclusive jurisdiction (except for proceedings instituted in regard to the enforcement of a judgment of any Specified Court (a "“Related Judgment"”), as to which such jurisdiction is non-exclusive) of the Specified Courts in any such suit, action or proceeding. Service of any process, summons, notice or document by mail to such party's ’s address set forth above shall be effective service of process for any suit, action or proceeding brought in any Specified Court. Each of the parties hereto irrevocably and unconditionally waives any objection to the laying of venue of any suit, action or proceeding in the Specified Courts and irrevocably and unconditionally waive and agree not to plead or claim in any Specified Court that any such suit, action or proceeding brought in any Specified Court has been brought in an inconvenient forum.

Consent to Jurisdiction. Each of the parties hereto other than the Selling Shareholder agrees that any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby ("“Related Proceedings"”) shall be instituted in (i) the federal courts of the United States of America located in the City and County of New York, Borough of Manhattan or (ii) the courts of the State of New York located in the City and County of New York, Borough of Manhattan (collectively, the "“Specified Courts"”), and irrevocably submits to the exclusive jurisdiction (except for proceedings instituted in regard to the enforcement of a judgment of any Specified Court (a "“Related Judgment"”), as to which such jurisdiction is non-exclusive) of the Specified Courts in any such suit, action or proceeding. Service of any process, summons, notice or document by mail to such party's ’s address set forth above shall be effective service of process for any suit, action or proceeding brought in any Specified Court. Each of the parties hereto irrevocably and unconditionally waives any objection to the laying of venue of any suit, action or proceeding in the Specified Courts and irrevocably and unconditionally waive and agree not to plead or claim in any Specified Court that any such suit, action or proceeding brought in any Specified Court has been brought in an inconvenient forum.

Consent to Jurisdiction. Each of the parties hereto other than the Selling Shareholder agrees that any Any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby ("“Related Proceedings"”) shall be instituted in (i) in the federal courts of the United States of America located in the City and County of New York, Borough of Manhattan or (ii) Manhattan, unless any such Federal court determines that it lacks jurisdiction over a Related Proceeding in which case such Related Proceeding shall be instituted in the courts of the State of New York York, in each case located in the City and County of New York, Borough of Manhattan (collectively, the "“Specified Courts"”), and each party irrevocably submits to the exclusive jurisdiction (except for proceedings instituted in regard to the enforcement of a judgment of any Specified Court (a "Related Judgment")such court, as to which such jurisdiction is non-exclusive) of the Specified Courts such courts in any such suit, action or proceeding. Service of any process, summons, notice or document by mail to such party's ’s address set forth above shall be effective service of process for any suit, action or other proceeding brought in any Specified Courtsuch court. Each of the The parties hereto irrevocably and unconditionally waives waive any objection to the laying of venue of any suit, action or other proceeding in the Specified Courts and irrevocably and unconditionally waive and agree not to plead or claim in any Specified Court such court that any such suit, action or other proceeding brought in any Specified Court such court has been brought in an inconvenient forum.

Consent to Jurisdiction. Each of the parties hereto other than the Selling Shareholder agrees that any Any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby ("“Related Proceedings"”) shall may be instituted in (i) in the federal courts of the United States of America located in the City and County of New York, Borough of Manhattan York or (ii) the courts of the State of New York in each case located in the City and County of New York, Borough of Manhattan York (collectively, the "“Specified Courts"”), and each party irrevocably submits to the exclusive jurisdiction (except for proceedings instituted in regard to the enforcement of a judgment of any Specified Court such court (a "“Related Judgment"”), as to which such jurisdiction is non-exclusive) of the Specified Courts such courts in any such suit, action or proceeding. Service of any process, summons, notice or document by mail to such party's ’s address set forth above shall be effective service of process for any suit, action or other proceeding brought in any Specified Courtsuch court. Each of the The parties hereto irrevocably and unconditionally waives waive any objection to the laying of venue of any suit, action or other proceeding in the Specified Courts and irrevocably and unconditionally waive and agree not to plead or claim in any Specified Court such court that any such suit, action or other proceeding brought in any Specified Court such court has been brought in an inconvenient forum.

Consent to Jurisdiction. Each of the parties hereto other than the Selling Shareholder agrees that any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby ("“Related Proceedings"”) shall be instituted in in (i) the federal courts of the United States of America located in the City and County of New York, Borough of Manhattan or (ii) the courts of the State of New York located in the City and County of New York, Borough of Manhattan (collectively, the "“Specified Courts"”), and each party irrevocably submits to the exclusive jurisdiction (except for proceedings instituted in regard to the enforcement of a judgment of any Specified Court such court (a "“Related Judgment"”), as to which such jurisdiction is non-exclusive) of the Specified Courts such courts in any such suit, action or proceeding. Service of any process, summons, notice or document by mail to such party's ’s address set forth above shall be effective service of process for any suit, action or other proceeding brought in any Specified Courtsuch court. Each of the The parties hereto irrevocably and unconditionally waives waive any objection to the laying of venue of any suit, action or other proceeding in the Specified Courts and irrevocably and unconditionally waive and agree not to plead or claim in any Specified Court such court that any such suit, action or other proceeding brought in any Specified Court such court has been brought in an inconvenient forum.

Consent to Jurisdiction. Each of the parties hereto other than the Selling Shareholder agrees that any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby ("“Related Proceedings"”) shall be instituted in in (i) the federal courts of the United States of America located in the City and County of New York, Borough of Manhattan or (ii) the courts of the State of New York located in the City and County of New York, Borough of Manhattan (collectively, the "“Specified Courts"”), and irrevocably submits to the exclusive jurisdiction (except for proceedings instituted in regard to the enforcement of a judgment of any Specified Court (a "“Related Judgment"”), as to which such jurisdiction is non-exclusive) of the Specified Courts in any such suit, action or proceeding. Service of any process, summons, notice or document by mail to such party's ’s address set forth above shall be effective service of process for any suit, action or proceeding brought in any Specified Court. Each of the parties hereto irrevocably and unconditionally waives any objection to the laying of venue of any suit, action or proceeding in the Specified Courts and irrevocably and unconditionally waive and agree not to plead or claim in any Specified Court that any such suit, action or proceeding brought in any Specified Court has been brought in an inconvenient forum.

Consent to Jurisdiction. Each of the parties hereto other than the Selling Shareholder agrees that any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby ("“Related Proceedings"”) shall be instituted in in (i) the federal courts of the United States of America located in the City and County of New York, Borough of Manhattan or (ii) the courts of the State of New York located in the City and County of New York, Borough of Manhattan (collectively, the "“Specified Courts"”), and irrevocably submits to the exclusive jurisdiction (except for proceedings instituted in regard to the enforcement of a judgment of any Specified Court (a "“Related Judgment"”), as to which such jurisdiction is non-exclusive) of the Specified Courts in any such suit, action or proceeding. Service of any process, summons, notice or document by mail to such party's ’s address set forth above shall be effective service of process for any suit, action or proceeding brought in any Specified Court. Each of the parties hereto irrevocably and unconditionally waives any objection to the laying of venue of any suit, action or proceeding in the Specified Courts and irrevocably and unconditionally waive waives and agree agrees not to plead or claim in any Specified Court that any such suit, action or proceeding brought in any Specified Court has been brought in an inconvenient forum.

Consent to Jurisdiction. Each Subject to the provisions of Article VIII hereof, each of the parties hereto other than Parties irrevocably submits to the Selling Shareholder agrees that any legal suit, action or proceeding arising out jurisdiction of or based upon this Agreement or the transactions contemplated hereby ("Related Proceedings") shall be instituted in (i) the federal courts of the United States of America located in the City and County of New York, Borough of Manhattan or (ii) the courts of the State of New York located in the City and County of New York, Borough of Manhattan (collectivelyand if the courts of the State of New York shall be unavailable, any New York State court or federal court sitting in the "Specified City and County of New York, Borough of Manhattan) (the “New York Courts"”), for the purposes of any suit, Action or other proceeding to compel arbitration or for provisional relief in aid of arbitration in accordance with Article VIII or to prevent irreparable harm, and irrevocably submits to the non-exclusive jurisdiction (except of the New York Courts for proceedings instituted in regard to the enforcement of a judgment of any Specified Court (a "Related Judgment"), as to which such jurisdiction is non-exclusive) award issued thereunder. Each of the Specified Courts in any such suit, action or proceeding. Service Parties further agrees that service of any process, summons, notice or document by U.S. registered mail to such party's Party’s respective address set forth above shall be effective service of process for any suitAction, action suit or proceeding brought in the New York Courts with respect to any Specified Courtmatters to which it has submitted to jurisdiction in this Section 9.19. Each of the parties hereto Parties irrevocably and unconditionally waives any objection to the laying of venue of any suitAction, action suit or proceeding arising out of this Agreement or the transactions contemplated hereby in the Specified Courts New York Courts, and hereby further irrevocably and unconditionally waive waives and agree agrees not to plead or claim in any Specified Court such court that any such suitAction, action suit or proceeding brought in any Specified Court such court has been brought in an inconvenient forum.

Consent to Jurisdiction. Each of the parties hereto other than the Selling Shareholder agrees that any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby ("Related Proceedings") shall be instituted in in (i) the federal courts of the United States of America located in the City and County of New York, Borough of Manhattan or (ii) the courts of the State of New York located in the City and County of New York, Borough of Manhattan (collectively, the "Specified Courts"), and irrevocably submits to the exclusive jurisdiction (except for proceedings instituted in regard to the enforcement of a judgment of any Specified Court (a "Related Judgment"), as to which such jurisdiction is non-exclusive) of the Specified Courts in any such suit, action or proceeding. Service of any process, summons, notice or document by mail to such party's address set forth above shall be effective service of process for any suit, action or proceeding brought in any Specified Court. Each of the parties hereto irrevocably and unconditionally waives any objection to the laying of venue of any suit, action or proceeding in the Specified Courts and irrevocably and unconditionally waive and agree not to plead or claim in any Specified Court that any such suit, action or proceeding brought in any Specified Court has been brought in an inconvenient forum.

Consent to Jurisdiction. Each of the parties hereto other than the Selling Shareholder agrees that any Any legal suit, action or proceeding arising out of or based upon this Agreement Indenture or the transactions contemplated hereby ("Related ProceedingsRELATED PROCEEDINGS") shall may be instituted in (i) in the federal courts of the United States of America located in the City and County of New York, Borough of Manhattan York or (ii) the courts of the State of New York in each case located in the City and County of New York, Borough of Manhattan York (collectively, the "Specified CourtsSPECIFIED COURTS"), and each party irrevocably submits to the exclusive jurisdiction (except for proceedings instituted in regard to the enforcement of a judgment of any Specified Court such court (a "Related JudgmentRELATED JUDGMENT"), as to which such jurisdiction is non-exclusive) of the Specified Courts such courts in any such suit, action or proceeding. Service of any process, summons, notice or document by mail to such party's address set forth above shall be effective service of process for any suit, action or other proceeding brought in any Specified Courtsuch court. Each of the The parties hereto irrevocably and unconditionally waives waive any objection to the laying of venue of any suit, action or other proceeding in the Specified Courts and irrevocably and unconditionally waive and agree not to plead or claim in any Specified Court such court that any such suit, action or proceeding brought in any Specified Court a Related Proceeding has been brought in an inconvenient forum.

Consent to Jurisdiction. Each Party irrevocably submits to the jurisdiction of the parties hereto other than the Selling Shareholder agrees that any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby ("Related Proceedings") shall be instituted in (i) the federal courts of the United States of America located in the City and County of New York, Borough of Manhattan or (ii) the courts of the State of New York located in the City and County of New York, Borough of Manhattan (collectivelyand if the courts of the State of New York shall be unavailable, any New York State court or federal court sitting in the "Specified City and County of New York, Borough of Manhattan) (the “New York 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 irrevocably submits to the non-exclusive jurisdiction (except of the New York Courts for proceedings instituted in regard to the enforcement of a judgment of any Specified Court (a "Related Judgment"), as to which such jurisdiction is non-exclusive) of the Specified Courts in any such suit, action or proceedingaward issued thereunder. Service Each Party further agrees that service of any process, summons, notice or document by U.S. registered mail to such party's Party’s respective address set forth above shall be effective service of process for any suitAction, action suit or proceeding brought in the New York Courts with respect to any Specified Courtmatters to which it has submitted to jurisdiction in this Section. Each of the parties hereto Party irrevocably and unconditionally waives any objection to the laying of venue of any suitAction, action suit or proceeding arising out of this Agreement or the transactions contemplated hereby in the Specified Courts New York Courts, and hereby further irrevocably and unconditionally waive waives and agree agrees not to plead or claim in any Specified Court such court that any such suitAction, action suit or proceeding brought in any Specified Court such court has been brought in an inconvenient forum.

Consent to Jurisdiction. Each Subject to the provisions of Article IX hereof, each of the parties hereto other than Parties irrevocably submits to the Selling Shareholder agrees that any legal suit, action or proceeding arising out jurisdiction of or based upon this Agreement or the transactions contemplated hereby ("Related Proceedings") shall be instituted in (i) the federal courts of the United States of America located in the City and County of New York, Borough of Manhattan or (ii) the courts of the State of New York located in the City and County of New York, Borough of Manhattan (collectivelyand if the courts of the State of New York shall be unavailable, any New York State court or federal court sitting in the "Specified City and County of New York, Borough of Manhattan) (the “New York Courts"”), for the purposes of any suit, Action or other proceeding to compel arbitration or for provisional relief in aid of arbitration in accordance with Article IX or to prevent irreparable harm, and irrevocably submits to the non-exclusive jurisdiction (except of the New York Courts for proceedings instituted in regard to the enforcement of a judgment of any Specified Court (a "Related Judgment"), as to which such jurisdiction is non-exclusive) award issued thereunder. Each of the Specified Courts in any such suit, action or proceeding. Service Parties further agrees that service of any process, summons, notice or document by U.S. registered mail to such party's Party’s respective address set forth above shall be effective service of process for any suitAction, action suit or proceeding brought in the New York Courts with respect to any Specified Courtmatters to which it has submitted to jurisdiction in this Section. Each of the parties hereto Parties irrevocably and unconditionally waives any objection to the laying of venue of any suitAction, action suit or proceeding arising out of this Agreement or the transactions contemplated hereby in the Specified Courts New York Courts, and hereby further irrevocably and unconditionally waive waives and agree agrees not to plead or claim in any Specified Court such court that any such suitAction, action suit or proceeding brought in any Specified Court such court has been brought in an inconvenient forum.

Consent to Jurisdiction. Each of the parties hereto other than the Selling Shareholder agrees that any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby ("“Related Proceedings"”) shall be instituted in (i) the federal courts of the United States of America located in the City and County of New York, Borough of Manhattan or (ii) the courts of the State of New York located in the City and County of New York, Borough of Manhattan (collectively, the "“Specified Courts"”), and irrevocably submits to the exclusive jurisdiction (except for proceedings instituted in regard to the enforcement of a judgment of any Specified Court (a "“Related Judgment"”), as to which such jurisdiction is non-exclusive) of the Specified Courts in any such suit, action or proceeding. Service of any process, summons, notice or document by mail to such party's address set forth above shall be effective service of process for any suit, action or proceeding brought in any Specified Court. Each of the parties hereto irrevocably and unconditionally waives any objection to the laying of venue of any suit, action or proceeding in the Specified Courts and irrevocably and unconditionally waive and agree not to plead or claim in any Specified Court that any such suit, action or proceeding brought in any Specified Court has been brought in an inconvenient forum.

Consent to Jurisdiction. Each of the parties hereto other than hereto, irrevocably submits to the Selling Shareholder agrees that any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby ("Related Proceedings") shall be instituted in (i) the federal courts exclusive jurisdiction of the United States of America located in District Court for the City and County of New York, Borough of Manhattan or (ii) the courts of the State Southern District of New York located in the borough of Manhattan in the City and County of New York, Borough of Manhattan (collectivelyor if such court does not have jurisdiction, the "Specified Courts")Supreme Court of the State of New York, and irrevocably submits to New York County, for the exclusive jurisdiction (except for proceedings instituted in regard to the enforcement of a judgment purposes of any Specified Court (a "Related Judgment"), as to which such jurisdiction is non-exclusive) of the Specified Courts in any such suit, action or proceedingother proceeding arising out of this Agreement or any transaction contemplated hereby. Service Each of the parties hereto, further agrees that service of any process, summons, notice or document by U.S. registered mail to such party's respective address set forth above in Section 10.1 shall be effective service of process for any suitaction, action suit or proceeding brought in New York with respect to any Specified Courtmatters to which it has submitted to jurisdiction as set forth above in the immediately preceding sentence. Each of the parties hereto hereto, irrevocably and unconditionally waives any objection to the laying of venue of any suitaction, action suit or proceeding arising out of this Agreement or the transactions contemplated hereby in (a) the Specified Courts United States District Court for the Southern District of New York or (b) the Supreme Court of the State of New York, New York County, and hereby further irrevocably and unconditionally waive waives and agree agrees not to plead or claim in any Specified Court such court that any such suitaction, action suit or proceeding brought in any Specified Court such court has been brought in an inconvenient forum.

Consent to Jurisdiction. Each of the parties hereto other than the Selling Shareholder agrees that any Any legal suit, action or proceeding arising out of or based upon this Agreement Indenture or the transactions contemplated hereby ("Related Proceedings") shall may be instituted in (i) in the federal courts of the United States of America located in the City and County of New York, Borough of Manhattan York or (ii) the courts of the State of New York in each case located in the City and County of New York, Borough of Manhattan York (collectively, the "“Specified Courts"”), and each party irrevocably submits to the exclusive jurisdiction (except for proceedings instituted in regard to the enforcement of a judgment of any Specified Court (a "Related Judgment"), as to which such jurisdiction is non-exclusive) of the Specified Courts courts in any such suit, action or proceeding. Service of any process, summons, notice or document by mail (to the extent allowed under any applicable statute or rule of court) to such party's ’s address set forth above in Section 13.02 hereof shall be effective service of process for any suit, action or other proceeding brought in any Specified Courtsuch court. Each of the The parties hereto irrevocably and unconditionally waives waive any objection to the laying of venue of any suit, action or other proceeding in the Specified Courts and irrevocably and unconditionally waive and agree not to plead or claim in any Specified Court that any such suit, action or other proceeding brought in any Specified Court has been brought in an inconvenient forum. Notwithstanding the foregoing, the Trustee and the Second Lien Collateral Agent may bring an action against the Company in any other jurisdiction of its choosing.

Consent to Jurisdiction. Each of the parties hereto other than the Selling Shareholder agrees that any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby ("Related Proceedings") shall be instituted in (i) the federal courts of the United States of America located in the City and County of New York, Borough of Manhattan or (ii) the courts of the State of New York located in the City and County of New York, Borough of Manhattan (collectively, the "Specified Courts"), and party irrevocably submits to the exclusive jurisdiction of (except a) the New York State Supreme Court sitting in the borough of Manhattan, and (b) the United States District Court for proceedings instituted the Southern District of New York sitting in regard to the enforcement borough of a judgment Manhattan, for the purposes of any Specified Court (a "Related Judgment"), as to which such jurisdiction is non-exclusive) of the Specified Courts in any such suit, action or proceedingother proceeding arising out of this Agreement, any Transaction Document or any transaction contemplated hereby or thereby. Service Each of Parent, Buyer, Seller and GAC further agrees that service of any process, summons, notice or document by U.S. registered mail to such party's ’s respective address set forth above shall be effective service of process for any suitaction, action suit or proceeding brought in New York with respect to any Specified Courtmatters to which it has submitted to jurisdiction in this Section 8.12. Each of the parties hereto Parent, Buyer, Seller and GAC irrevocably and unconditionally waives any objection to the laying of venue of any suitaction, action suit or proceeding arising out of this Agreement, any Transaction Document or the transactions contemplated hereby and thereby in (i) the New York State Supreme Court sitting in the Specified Courts borough of Manhattan, or (ii) the United States District Court for the Southern District of New York sitting in the borough of Manhattan, and hereby and thereby further irrevocably and unconditionally waive waives and agree agrees not to plead or claim in any Specified Court such court that any such suitaction, action suit or proceeding brought in any Specified Court such court has been brought in an inconvenient forum.

Consent to Jurisdiction. Each of the parties hereto other than the Selling Shareholder agrees that any Any legal suit, action or proceeding arising out of or based upon this Agreement Indenture or the transactions contemplated hereby ("Related Proceedings") shall may be instituted in (i) in the federal courts of the United States of America located sitting in the City and County Southern District of New York in the State of New York, Borough or if such federal courts do not have jurisdiction, then to the Commercial Division of Manhattan or (ii) the state courts residing in the County of New York in the State of New York located in the City and County of New York, Borough and appellate courts of Manhattan any of the foregoing (collectively, the "“Specified Courts"”), and each party irrevocably submits to the exclusive jurisdiction (except for proceedings instituted in regard to the enforcement of a judgment of any Specified Court such court (a "Related Judgment")a, as to which such jurisdiction is non-exclusive) of the Specified Courts such courts in any such suit, action or proceeding. Service of any process, summons, notice or document by mail to such party's ’s (other than the Trustee and the Second Lien Collateral Trustee) address set forth above shall be effective service of process for any suit, action or other proceeding brought in any Specified Courtsuch court. Each of the The parties hereto irrevocably and unconditionally waives waive any objection to the laying of venue of any suit, action or other proceeding in the Specified Courts and irrevocably and unconditionally waive and agree not to plead or claim in any Specified Court that any such suit, action or proceeding brought in any Specified Court court has been brought in an inconvenient forum.

Consent to Jurisdiction. Each Subject to the provisions of ARTICLE VIII hereof, each of the parties hereto other than Parties irrevocably submits to the Selling Shareholder agrees that any legal suit, action or proceeding arising out jurisdiction of or based upon this Agreement or the transactions contemplated hereby ("Related Proceedings") shall be instituted in (i) the federal courts of the United States of America located in the City and County of New York, Borough of Manhattan or (ii) the courts of the State of New York located in the City and County of New York, Borough of Manhattan (collectivelyand if the courts of the State of New York shall be unavailable, any New York State court or federal court sitting in the "Specified City and County of New York, Borough of Manhattan) (the “New York Courts"”), for the purposes of any suit, Action or other proceeding to compel arbitration or for provisional relief in aid of arbitration in accordance with ARTICLE VIII or to prevent irreparable harm, and irrevocably submits to the non-exclusive jurisdiction (except of the New York Courts for proceedings instituted in regard to the enforcement of a judgment of any Specified Court (a "Related Judgment"), as to which such jurisdiction is non-exclusive) award issued thereunder. Each of the Specified Courts in any such suit, action or proceeding. Service Parties further agrees that service of any process, summons, notice or document by U.S. registered mail to such party's Party’s respective address set forth above shall be effective service of process for any suitAction, action suit or proceeding brought in the New York Courts with respect to any Specified Courtmatters to which it has submitted to jurisdiction in this Section 9.19. Each of the parties hereto Parties irrevocably and unconditionally waives any objection to the laying of venue of any suitAction, action suit or proceeding arising out of this Agreement or the transactions contemplated hereby in the Specified Courts New York Courts, and hereby further irrevocably and unconditionally waive waives and agree agrees not to plead or claim in any Specified Court such court that any such suitAction, action suit or proceeding brought in any Specified Court such court has been brought in an inconvenient forum.

Consent to Jurisdiction. Each (a) TDK and Imation irrevocably submit, to the exclusive jurisdiction of the parties hereto other than state and federal courts located in the Selling Shareholder agrees that State of New York, New York County, for the purposes of any legal suit, action or other proceeding arising out of this Agreement (and each agrees that no such action, suit or proceeding relating to this Agreement shall be brought by it or any of its affiliates except in such courts). TDK and Imation irrevocably and unconditionally waive (and agree not to plead or claim) any objection to the laying of venue of any action, suit or proceeding arising out of or based upon this Agreement in such courts or the transactions contemplated hereby ("Related Proceedings") shall be instituted in (i) the federal courts of the United States of America located in the City and County of New Yorkthat any such action, Borough of Manhattan suit or (ii) the courts of the State of New York located in the City and County of New York, Borough of Manhattan (collectively, the "Specified Courts"), and irrevocably submits to the exclusive jurisdiction (except for proceedings instituted in regard to the enforcement of a judgment of any Specified Court (a "Related Judgment"), as to which such jurisdiction is non-exclusive) of the Specified Courts proceeding brought in any such court has been brought in an inconvenient forum, and furthermore irrevocably and unconditionally waive any defense based on the absence of or failure to join any other party in any suit, action or proceeding. Service other proceeding arising out of this Agreement. (b) TDK and Imation further agree that service of any process, summons, notice or document by U.S. registered mail to such party's person’s respective address set forth above shall be effective service of process for any suitaction, action or proceeding brought in any Specified Court. Each of the parties hereto irrevocably and unconditionally waives any objection to the laying of venue of any suit, action suit or proceeding in the Specified Courts state and irrevocably and unconditionally waive and agree not federal courts located in the State of New York, New York County, with respect to plead or claim any matters to which it has submitted to jurisdiction as set forth above in any Specified Court that any such suit, action or proceeding brought in any Specified Court has been brought in an inconvenient forumthe immediately preceding clause (a).

Consent to Jurisdiction. Each of the parties hereto other than the Selling Shareholder agrees that any Any legal or regulatory suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby ("“Related Proceedings"”) shall be instituted in in (i) the federal courts of the United States of America located in the City and County of New York, Borough of Manhattan or (ii) the courts of the State of New York located in the City and County of New York, Borough of Manhattan (collectively, the "“Specified Courts"”), and each party irrevocably submits to the exclusive jurisdiction (except for suits, actions or proceedings instituted in regard to the enforcement of a judgment of any Specified Court in a Related Proceeding (a "“Related Judgment"”), as to which such jurisdiction is non-exclusive) of the Specified Courts in any such suit, action or proceedingRelated Proceeding. Service of any process, summons, notice or document by mail to such party's ’s address set forth above shall be effective service of process for any suit, action or proceeding Related Proceeding brought in any Specified Court. Each of the The parties hereto irrevocably and unconditionally waives waive any objection to the laying of venue of any suit, action or proceeding Related Proceeding in the Specified Courts and irrevocably and unconditionally waive and agree not to plead or claim in any Specified Court that any such suit, action or proceeding Related Proceeding brought in any Specified Court has been brought in an inconvenient forum.

Consent to Jurisdiction. Each of the parties hereto other than the Selling Shareholder agrees that any Any legal suit, action or proceeding arising out of or based upon this Agreement Indenture or the transactions contemplated hereby ("Related Proceedings") shall may be instituted in (i) in the federal courts of the United States of America located in the City and County of New York, Borough of Manhattan York or (ii) the courts of the State of New York in each case located in the City and County of New York, Borough of Manhattan York (collectively, the "“Specified Courts"”), and each party irrevocably submits to the exclusive jurisdiction (except for proceedings instituted in regard to the enforcement of a judgment of any Specified Court (a "Related Judgment"), as to which such jurisdiction is non-exclusive) of the Specified Courts courts in any such suit, action or proceeding. Service of any process, summons, notice or document by mail (to the extent allowed under any applicable statute or rule of court) to such party's ’s address set forth above in Section 13.01 hereof shall be effective service of process for any suit, action or other proceeding brought in any Specified Courtsuch court. Each of the The parties hereto irrevocably and unconditionally waives waive any objection to the laying of venue of any suit, action or other proceeding in the Specified Courts and irrevocably and unconditionally waive and agree not to plead or claim in any Specified Court that any such suit, action or other proceeding brought in any Specified Court has been brought in an inconvenient forum. Notwithstanding the foregoing, the Trustee may bring an action against the Company in any other jurisdiction of its choosing.

Consent to Jurisdiction. Each of the parties hereto other than the Selling Shareholder The Company agrees that any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby ("“Related Proceedings"”) shall may be instituted in (i) in the federal courts of the United States of America located in the City and County of New York, Borough of Manhattan York or (ii) the courts of the State of New York located in the City and County of New York, Borough of Manhattan York (collectively, the "“Specified Courts"”), and each party irrevocably submits to the non-exclusive jurisdiction (except for proceedings instituted in regard to the enforcement of a judgment of any Specified Court (a "Related Judgment"), as to which such jurisdiction is non-exclusive) of the Specified Courts courts in any such suit, action or proceeding. The Company irrevocably appoints CT Corporation System, as its agent to receive service of process or other legal summons for purposes of any such suit, action or proceeding that may be instituted in the Specified Courts. Service of any process, summons, notice or document upon such agent, and written notice of said service by mail to such party's ’s address set forth above shall be effective service of process for any suit, action or other proceeding brought in any Specified Courtsuch court. Each of the The parties hereto irrevocably and unconditionally waives waive, to the fullest extent permitted by applicable law, any objection to the laying of venue of any suit, action or other proceeding in the Specified Courts and irrevocably and unconditionally waive and agree not to plead or claim claim, to the fullest extent permitted by applicable law, in any Specified Court such court that any such suit, action or other proceeding brought in any Specified Court such court has been brought in an inconvenient forum.

Consent to Jurisdiction. Each of the parties hereto other than the Selling Shareholder agrees that any Any legal suit, action or proceeding arising out of or based upon this Agreement Indenture or the transactions contemplated hereby ("Related Proceedings") shall may be instituted in (i) in the federal courts of the United States of America located in the City and County of New York, Borough of Manhattan York or (ii) the courts of the State of New York in each case located in the City and County of New York, Borough of Manhattan York (collectively, the "“Specified Courts"”), and each party irrevocably submits to the exclusive jurisdiction (except for proceedings instituted in regard to the enforcement of a judgment of any Specified Court (a "Related Judgment"), as to which such jurisdiction is non-exclusive) of the Specified Courts courts in any such suit, action or proceeding. Service of any process, summons, notice or document by mail (to the extent allowed under any applicable statute or rule of court) to such party's ’s address set forth above in Section 13.01 hereof shall be effective service of process for any suit, action or other proceeding brought in any Specified Courtsuch court. Each of the The parties hereto irrevocably and unconditionally waives waive any objection to the laying of venue of any suit, action or other proceeding in the Specified Courts and irrevocably and unconditionally waive and agree not to plead or claim in any Specified Court that any such suit, action or other proceeding brought in any Specified Court has been brought in an inconvenient forum. Notwithstanding the foregoing, the Trustee or Notes Collateral Agent may bring an action against the Issuer in any other jurisdiction of its choosing.

Consent to Jurisdiction. Each of the parties hereto other than the Selling Shareholder agrees that any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby ("“Related Proceedings"”) shall be instituted in in (i) the federal courts of the United States of America located in the City and County of New York, Borough of Manhattan or (ii) the courts of the State of New York located in the City and County of New York, Borough of Manhattan (collectively, the "“Specified Courts"”), and irrevocably submits to the exclusive jurisdiction (except for proceedings instituted in regard to the enforcement of a judgment of any Specified Court (a "“Related Judgment"”), as to which such jurisdiction is non-exclusive) of the Specified Courts in any such suit, action or proceeding. Service of any process, summons, notice or document by mail to such party's ’s address set forth above shall be effective service of process for any suit, action or proceeding brought in any Specified CourtRelated Proceeding. Each of the parties hereto irrevocably and unconditionally waives any objection to the laying of venue of any suit, action or proceeding in the Specified Courts and irrevocably and unconditionally waive and agree not to plead or claim in any Specified Court that any such suit, action or proceeding brought in any Specified Court has been brought in an inconvenient forum.

Consent to Jurisdiction. Each of the parties hereto other than the Selling Shareholder agrees that any Any legal suit, action or proceeding arising out of or based upon this Agreement Indenture, the Notes, the Guarantees or the Security Agreements (other than the Deeds of Trust) or the transactions contemplated hereby or thereby ("Related Proceedings") shall may be instituted in (i) in the federal courts of the United States of America located in the City and County of New York, Borough of Manhattan York or (ii) the courts of the State of New York in each case located in the City and County of New York, Borough of Manhattan York (collectively, the "Specified Courts"), and each party irrevocably submits to the exclusive jurisdiction (except for proceedings instituted in regard to the enforcement of a judgment of any Specified Court such court (a "Related Judgment"), as to which such jurisdiction is non-exclusive) of the Specified Courts such courts in any such suit, action or proceeding. Service of any process, summons, notice or document by mail to such party's address set forth above shall be effective service of process for any suit, action or other proceeding brought in any Specified Courtsuch court. Each of the The parties hereto irrevocably and unconditionally waives waive any objection to the laying of venue of any suit, action or other proceeding in the Specified Courts and irrevocably and unconditionally waive and agree not to plead or claim in any Specified Court such court that any such suit, action or other proceeding brought in any Specified Court such court has been brought in an inconvenient forum.. ARTICLE FIFTEEN GUARANTEE OF NOTES

Consent to Jurisdiction. Each of the parties hereto other than the Selling Shareholder agrees that any Any legal suit, action or proceeding arising out of or based upon this Agreement Indenture or the transactions contemplated hereby ("Related ProceedingsRELATED PROCEEDINGS") shall may be instituted in (i) in the federal courts of the United States of America located in the City and County of New York, Borough of Manhattan York or (ii) the courts of the State of New York in each case located in the City and County of New York, Borough of Manhattan York (collectively, the "Specified CourtsSPECIFIED COURTS"), and each party irrevocably submits to the exclusive jurisdiction (except for proceedings instituted in regard to the enforcement of a judgment of any Specified Court such court (a "Related JudgmentRELATED JUDGMENT"), as to which such jurisdiction is non-exclusive) of the Specified Courts such courts in any such suit, action or proceeding. Service of any process, summons, notice or document by mail to such party's (other than the Trustee) address set forth above shall be effective service of process for any suit, action or other proceeding brought in any Specified Courtsuch court. Each of the The parties hereto irrevocably and unconditionally waives waive any objection to the laying of venue of any suit, action or other proceeding in the Specified Courts and irrevocably and unconditionally waive and agree not to plead or claim in any Specified Court that any such suit, action or proceeding brought in any Specified Court court has been brought in an inconvenient forum.

Consent to Jurisdiction. Each of the parties hereto other than the Selling Shareholder agrees that any Any legal suit, action or proceeding arising out of or based upon this Agreement Indenture or the transactions contemplated hereby ("Related Proceedings") shall may be instituted in (i) in the federal courts of the United States of America located sitting in the City and County Southern District of New York in the State of New York, Borough or if such federal courts do not have jurisdiction, then to the Commercial Division of Manhattan or (ii) the state courts residing in the County of New York in the State of New York located in the City and County of New York, Borough and appellate courts of Manhattan any of the foregoing (collectively, the "“Specified Courts"”), and each party irrevocably submits to the exclusive jurisdiction (except for proceedings instituted in regard to the enforcement of a judgment of any Specified Court such court (a "Related Judgment")a, as to which such jurisdiction is non-exclusive) of the Specified Courts such courts in any such suit, action or proceeding. Service of any process, summons, notice or document by mail to such party's ’s (other than the Trustee and the Collateral Agent) address set forth above shall be effective service of process for any suit, action or other proceeding brought in any Specified Courtsuch court. Each of the The parties hereto irrevocably and unconditionally waives waive any objection to the laying of venue of any suit, action or other proceeding in the Specified Courts and irrevocably and unconditionally waive and agree not to plead or claim in any Specified Court that any such suit, action or proceeding brought in any Specified Court court has been brought in an inconvenient forum.

Consent to Jurisdiction. Each of the parties hereto other than the Selling Shareholder agrees that any Any legal suit, action or proceeding arising out of or based upon this Agreement Second Lien Indenture or the transactions contemplated hereby ("Related Proceedings") shall may be instituted in (i) in the federal courts of the United States of America located sitting in the City and County Southern District of New York in the State of New York, Borough or if such federal courts do not have jurisdiction, then to the Commercial Division of Manhattan or (ii) the state courts residing in the County of New York in the State of New York located in the City and County of New York, Borough and appellate courts of Manhattan any of the foregoing (collectively, the "“Specified Courts"”), and each party irrevocably submits to the exclusive jurisdiction (except for proceedings instituted in regard to the enforcement of a judgment of any Specified Court such court (a "Related Judgment"), as to which such jurisdiction is non-exclusive)) of the Specified Courts such courts in any such suit, action or proceeding. Service of any process, summons, notice or document by mail to such party's ’s (other than each of the Second Lien Trustees and the Collateral Agent) address set forth above shall be effective service of process for any suit, action or other proceeding brought in any Specified Courtsuch court. Each of the The parties hereto irrevocably and unconditionally waives waive any objection to the laying of venue of any suit, action or other proceeding in the Specified Courts and irrevocably and unconditionally waive and agree not to plead or claim in any Specified Court that any such suit, action or proceeding brought in any Specified Court court has been brought in an inconvenient forum.

Consent to Jurisdiction. Each of the parties hereto other than the Selling Shareholder agrees that any Any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby ("“Related Proceedings"”) shall be instituted in (i) in the federal courts of the United States of America located in the City and County of New York, Borough of Manhattan or (ii) Manhattan, unless any such Federal court determines that it lacks jurisdiction over a Related Proceeding in which case such Related Proceeding shall be instituted in the courts of the State of New York York, in each case, located in the City and County of New York, Borough of Manhattan (collectively, the "“Specified Courts"”), and each party irrevocably submits to the exclusive jurisdiction (except for proceedings instituted in regard to the enforcement of a judgment of any Specified Court (a "Related Judgment")such court, as to which such jurisdiction is non-exclusive) of the Specified Courts such courts in any such suit, action or proceeding. Service of any process, summons, notice or document by mail to such party's ’s address set forth above shall be effective service of process for any suit, action or other proceeding brought in any Specified Courtsuch court. Each of the The parties hereto irrevocably and unconditionally waives waive any objection to the laying of venue of any suit, action or other proceeding in the Specified Courts and irrevocably and unconditionally waive and agree not to plead or claim in any Specified Court such court that any such suit, action or other proceeding brought in any Specified Court such court has been brought in an inconvenient forum.

Consent to Jurisdiction. Each of the parties hereto other than the Selling Shareholder The Company agrees that any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby ("Related Proceedings") shall may be instituted in (i) in the federal courts of the United States of America located in the City and County of New York, Borough of Manhattan York or (ii) the courts of the State of New York located in the City and County of New York, Borough of Manhattan York (collectively, the "Specified Courts"), and each party irrevocably submits to the non-exclusive jurisdiction (except for proceedings instituted in regard to the enforcement of a judgment of any Specified Court (a "Related Judgment"), as to which such jurisdiction is non-exclusive) of the Specified Courts courts in any such suit, action or proceeding. The Company irrevocably appoints CT Corporation System, as its agent to receive service of process or other legal summons for purposes of any such suit, action or proceeding that may be instituted in the Specified Courts. Service of any process, summons, notice or document upon such agent, and written notice of said service by mail to such party's address set forth above shall be effective service of process for any suit, action or other proceeding brought in any Specified Courtsuch court. Each of the The parties hereto irrevocably and unconditionally waives waive, to the fullest extent permitted by applicable law, any objection to the laying of venue of any suit, action or other proceeding in the Specified Courts and irrevocably and unconditionally waive and agree not to plead or claim claim, to the fullest extent permitted by applicable law, in any Specified Court such court that any such suit, action or other proceeding brought in any Specified Court such court has been brought in an inconvenient forum.

Consent to Jurisdiction. Each of the parties hereto other than the Selling Shareholder agrees that any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby ("“Related Proceedings"”) shall be instituted in (i) the federal courts of the United States of America located in the City and County of New York, Borough of Manhattan or (ii) the courts of the State of New York located in the City and County of New York, Borough of Manhattan (collectively, the "“Specified Courts"”), and irrevocably submits to the exclusive jurisdiction (except for proceedings instituted in regard to the enforcement of a judgment of any Specified Court (a "“Related Judgment"”), as to which such jurisdiction is non-non- exclusive) of the Specified Courts in any such suit, action or proceeding. Service of any process, summons, notice or document by mail to such party's ’s address set forth above shall be effective service of process for any suit, action or proceeding brought in any Specified Court. Each of the parties hereto irrevocably and unconditionally waives any objection to the laying of venue of any suit, action or proceeding in the Specified Courts and irrevocably and unconditionally waive and agree not to plead or claim in any Specified Court that any such suit, action or proceeding brought in any Specified Court has been brought in an inconvenient forum.

Consent to Jurisdiction. Each of the parties hereto other than the Selling Shareholder party irrevocably agrees that any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby ("Related Proceedings") shall may be instituted in (i) in the federal courts of the United States of America located in the City and County of New York, Borough of Manhattan or (ii) the courts of the State of New York in each case located in the City and County of New York, Borough of Manhattan in the City of New York (collectively, the "Specified Courts"), and irrevocably submits to the exclusive jurisdiction (except for proceedings instituted in regard to the enforcement of a judgment of any Specified Court such court (a "Related Judgment"), as to which such jurisdiction Jurisdiction is non-exclusive) of the Specified Courts such courts in any such suit, action or proceeding. Service The parties further agree that service of any process, summons, notice or document by mail to such party's address set forth above shall be effective service of process for any suitlawsuit, action or other proceeding brought in any Specified Courtsuch court. Each of the The parties hereto hereby irrevocably and unconditionally waives waive any objection to the laying of venue of any suitlawsuit, action or other proceeding in the Specified Courts Courts, and hereby further irrevocably and unconditionally waive and agree not to plead or claim in any Specified Court such court that any such suitlawsuit, action or other proceeding brought in any Specified Court such court has been brought in an inconvenient forum.

Consent to Jurisdiction. Each of the parties hereto other than the Selling Shareholder agrees that any legal suit, action or proceeding arising out of or based upon this Agreement Agreement, the issuance or sale of Notes contemplated by this Agreement, the transactions contemplated hereby ("Related Proceedings") Indenture and the Notes shall be instituted in in (i) the federal courts of the United States of America located in the City and County of New York, Borough of Manhattan or (ii) the courts of the State of New York located in the City and County of New York, Borough of Manhattan (collectively, the "“Specified Courts"”), and each party irrevocably submits to the exclusive jurisdiction (except for proceedings instituted in regard to the enforcement of a judgment of any Specified Court (a "Related Judgment")such court, as to which such jurisdiction is non-exclusive) of the Specified Courts such courts in any such suit, action or proceeding. Service of any process, summons, notice or document by mail to such party's ’s address set forth above shall be effective service of process for any suit, action or other proceeding brought in any Specified Courtsuch court. Each of the The parties hereto irrevocably and unconditionally waives waive any objection to the laying of venue of any suit, action or other proceeding in the Specified Courts and irrevocably and unconditionally waive and agree not to plead or claim in any Specified Court such court that any such suit, action or other proceeding brought in any Specified Court such court has been brought in an inconvenient forum.

Consent to Jurisdiction. Each of the parties hereto other than the Selling Shareholder agrees that any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby ("Related Proceedings") shall be instituted in (i) the federal courts of the United States of America located in the City and County of New York, Borough of Manhattan or (ii) the courts of the State of New York located in the City and County of New York, Borough of Manhattan (collectively, the "Specified Courts"), and irrevocably submits to the exclusive jurisdiction (except for proceedings instituted in regard to the enforcement of a judgment of any Specified Court (a "Related Judgment"), as to which such jurisdiction is non-non- exclusive) of the Specified Courts in any such suit, action or proceeding. Service of any process, summons, notice or document by mail to such party's address set forth above shall be effective service of process for any suit, action or proceeding brought in any Specified Court. Each of the parties hereto irrevocably and unconditionally waives any objection to the laying of venue of any suit, action or proceeding in the Specified Courts and irrevocably and unconditionally waive and agree not to plead or claim in any Specified Court that any such suit, action or proceeding brought in any Specified Court has been brought in an inconvenient forum.

Consent to Jurisdiction. Each of the parties hereto other than the Selling Shareholder agrees that any Any legal suit, action or proceeding arising out of or based upon this Agreement Indenture or the transactions contemplated hereby ("Related Proceedings") shall may be instituted in (i) in the federal courts of the United States of America located sitting in the City and County Southern District of New York in the State of New York, Borough or if such federal courts do not have jurisdiction, then to the Commercial Division of Manhattan or (ii) the state courts residing in the County of New York in the State of New York located in the City and County of New York, Borough and appellate courts of Manhattan any of the foregoing (collectively, the "“Specified Courts"”), and each party irrevocably submits to the exclusive jurisdiction (except for proceedings instituted in regard to the enforcement of a judgment of any Specified Court such court (a "Related Judgment")a, as to which such jurisdiction is non-exclusive) of the Specified Courts such courts in any such suit, action or proceeding. Service of any process, summons, notice or document by mail to such party's ’s (other than the Trustee) address set forth above shall be effective service of process for any suit, action or other proceeding brought in any Specified Courtsuch court. Each of the The parties hereto irrevocably and unconditionally waives waive any objection to the laying of venue of any suit, action or other proceeding in the Specified Courts and irrevocably and unconditionally waive and agree not to plead or claim in any Specified Court that any such suit, action or proceeding brought in any Specified Court court has been brought in an inconvenient forum.

Consent to Jurisdiction. Each of the parties hereto other than the Selling Shareholder agrees that any Any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby ("“Related Proceedings"”) shall be instituted in (i) in the federal courts of the United States of America located in the City and County of New York, Borough of Manhattan York or (ii) the courts of the State of New York in each case located in the City and County of New York, Borough of Manhattan York (collectively, the "“Specified Courts"”), and each of Parent, the Issuer and the other parties hereto irrevocably submits to the exclusive jurisdiction (except for suits, actions, or proceedings instituted in regard to the enforcement of a judgment of any Specified Court (in a "Related Judgment")Proceeding, as to which such jurisdiction is non-exclusive) of the Specified Courts in any such suit, action or proceedingRelated Proceeding. Service of any process, summons, notice or document by mail to such party's ’s address set forth in paragraph (b) above shall be effective service of process for any suit, action or proceeding Related Proceeding brought in any Specified Court. Each of Parent, the Issuer and the other parties hereto irrevocably and unconditionally waives waive any objection to the laying of venue of any suit, action or proceeding Specified Proceeding in the Specified Courts and irrevocably and unconditionally waive and agree not to plead or claim in any Specified Court that any such suit, action or proceeding Related Proceeding brought in any Specified Court has been brought in an inconvenient forum.

Consent to Jurisdiction. Each of the parties hereto other than the Selling Shareholder agrees that any Any legal suit, action or proceeding arising out of or based upon this Agreement Third Lien Indenture or the transactions contemplated hereby ("Related Proceedings") shall may be instituted in (i) in the federal courts of the United States of America located sitting in the City and County Southern District of New York in the State of New York, Borough or if such federal courts do not have jurisdiction, then to the Commercial Division of Manhattan or (ii) the state courts residing in the County of New York in the State of New York located in the City and County of New York, Borough and appellate courts of Manhattan any of the foregoing (collectively, the "“Specified Courts"”), and each party irrevocably submits to the exclusive jurisdiction (except for proceedings instituted in regard to the enforcement of a judgment of any Specified Court such court (a "Related Judgment"), as to which such jurisdiction is non-exclusive)) of the Specified Courts such courts in any such suit, action or proceeding. Service of any process, summons, notice or document by mail to such party's ’s (other than the Third Lien Trustee and the Collateral Agent) address set forth above shall be effective service of process for any suit, action or other proceeding brought in any Specified Courtsuch court. Each of the The parties hereto irrevocably and unconditionally waives waive any objection to the laying of venue of any suit, action or other proceeding in the Specified Courts and irrevocably and unconditionally waive and agree not to plead or claim in any Specified Court that any such suit, action or proceeding brought in any Specified Court court has been brought in an inconvenient forum.