Common use of Governing Law Submission to Jurisdiction Etc Clause in Contracts

Governing Law Submission to Jurisdiction Etc. (a) This Agreement shall be governed by and construed in accordance with the laws of the State of Ohio, as applied to contracts entered into and to be performed in Ohio. (b) The Parties hereby irrevocably consent and agree that any legal action, suit or proceeding arising out of or in any way in connection with this Agreement may be instituted or brought in the United States District Court for the Southern District of Ohio. The Parties hereby irrevocably consent and submit to, for themselves and in respect of their property, generally and unconditionally, the jurisdiction of such Court, and to all proceedings in such Court. Further, the Parties irrevocably consent to actual receipt of any summons and/or legal process at their respective addresses as set forth in this Agreement as constituting in every respect sufficient and effective service of process in any such legal action or proceeding. The Parties further agree that final judgment in any such legal action, suit or proceeding shall be conclusive and may be enforced in any other jurisdiction, whether within or outside the United States of America, by suit under judgment, a certified or exemplified copy of which will be conclusive evidence of the fact and the amount of the liability. (c) The Borrower irrevocably and unconditionally waives, to the fullest extent permitted by applicable law, any objection that it may now or hereafter have to the laying of venue of any action or proceeding arising out of or relating to this Agreement or any other Loan Document in any court referred to in paragraph (b) of this Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (d) Each party hereto irrevocably consents to service of process in the manner provided for notices in Section 17 of this Agreement (other than the provisions in Section 17 permitting notices to be delivered by electronic communications). Nothing in this Agreement will affect the right of any party hereto to serve process in any other manner permitted by applicable law.

Governing Law Submission to Jurisdiction Etc. (a) This All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by and construed in accordance with the laws internal Laws of the State of Ohio, as applied Delaware applicable to contracts entered into made and to be performed entirely within such State. Each party agrees that all Proceedings concerning the interpretation, enforcement and defense of the transactions contemplated by this Agreement (whether brought against a party hereto or its respective Affiliates, employees or agents) shall be resolved in Ohio. (b) The Parties the Delaware Courts. Each party hereto hereby irrevocably consent and agree that submits to the non-exclusive jurisdiction of the Delaware Courts for the adjudication of any legal action, suit or proceeding arising out of dispute hereunder or in connection herewith or with any way in connection transaction contemplated hereby or discussed herein (including with respect to the enforcement of this Agreement may be instituted or brought in the United States District Court for the Southern District of Ohio. The Parties hereby irrevocably consent and submit to, for themselves and in respect of their property, generally and unconditionally, the jurisdiction of such CourtAgreement), and to all proceedings in such Court. Further, the Parties irrevocably consent to actual receipt of any summons and/or legal process at their respective addresses as set forth in this Agreement as constituting in every respect sufficient and effective service of process in any such legal action or proceeding. The Parties further agree that final judgment in any such legal action, suit or proceeding shall be conclusive and may be enforced in any other jurisdiction, whether within or outside the United States of America, by suit under judgment, a certified or exemplified copy of which will be conclusive evidence of the fact and the amount of the liability. (c) The Borrower irrevocably and unconditionally waives, to the fullest extent permitted by applicable law, any objection that it may now or hereafter have to the laying of venue of any action or proceeding arising out of or relating to this Agreement or any other Loan Document in any court referred to in paragraph (b) of this Section. Each of the parties hereto hereby irrevocably waives, and agrees not to assert in any Proceeding, any claim that it is not personally subject to the fullest extent permitted by applicable lawjurisdiction of any such Delaware Court, the defense or that such Proceeding has been commenced in an improper or inconvenient forum. Each party hereto hereby irrevocably waives personal service of an inconvenient forum process and consents to the maintenance of such action or proceeding process being served in any such court. Proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (dwith evidence of delivery) Each to such party hereto irrevocably consents at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process in the manner provided for notices in Section 17 of this Agreement (other than the provisions in Section 17 permitting notices to be delivered by electronic communications)and notice thereof. Nothing contained herein shall be deemed to limit in this Agreement will affect the any way any right of any party hereto to serve process in any other manner permitted by applicable lawLaw. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Governing Law Submission to Jurisdiction Etc. (a) This Agreement shall be governed by by, and construed in accordance with with, the laws law of the State of Ohio, as applied to contracts entered into and to be performed in OhioNew York. (b) The Parties Company hereby irrevocably consent and agree that unconditionally submits, for itself and its property and assets, to the nonexclusive jurisdiction of any legal actionNew York state court or federal court of the United States of America sitting in New York City, suit New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, the Notes or the other Note Documents, or for recognition or enforcement of any judgment in any way in connection with this Agreement may be instituted or brought in respect thereof, and the United States District Court for the Southern District of Ohio. The Parties Company hereby irrevocably consent and submit to, for themselves and unconditionally agrees that all claims in respect of their propertyany such action or proceeding may be heard and determined in any such New York state court or, generally and unconditionallyto the fullest extent permitted by applicable law, the jurisdiction of such Court, and to all proceedings in such Courtfederal court. Further, The Company hereby irrevocably consents to the Parties irrevocably consent to actual receipt service of copies of any summons and/or legal and complaint and any other process at their respective addresses as set forth in this Agreement as constituting in every respect sufficient and effective service of process which may be served in any such legal action or proceedingproceeding by certified mail, return receipt requested, or by delivering a copy of such process to the Company, at its address specified in Section 17, or by any other method permitted by law. The Parties further agree Company hereby agrees that a final judgment in any such legal action, suit 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. Nothing in this Agreement shall affect any right that any holder of Notes may otherwise have to bring any action or proceeding relating to this Agreement, the Notes or the other Note Documents in the courts of any jurisdiction, whether within or outside the United States of America, by suit under judgment, a certified or exemplified copy of which will be conclusive evidence of the fact and the amount of the liability. (c) The Borrower Company hereby irrevocably and unconditionally waives, to the fullest extent permitted by applicable lawit may legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of any action or proceeding arising out of or relating to this Agreement Agreement, the Notes or any the other Loan Document Note Documents in any court referred to in paragraph (b) of this SectionNew York state or federal court. Each of the parties hereto The Company hereby irrevocably waives, to the fullest extent permitted by applicable law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (d) Each party hereto irrevocably consents to service of process in the manner provided for notices in Section 17 of this Agreement (other than the provisions in Section 17 permitting notices to be delivered by electronic communications). Nothing in this Agreement will affect the right of any party hereto to serve process in any other manner permitted by applicable law.

Governing Law Submission to Jurisdiction Etc. (a) This Agreement shall be governed by by, and construed in accordance with with, the laws law of the State of Ohio, as applied to contracts entered into and to be performed in OhioNew York. (b) The Parties Each of the Parent and the Companies hereby irrevocably consent and agree that unconditionally submits, for itself, its Subsidiaries and its and their property and assets, to the nonexclusive jurisdiction of any legal actionNew York state court or federal court of the United States of America sitting in New York City, suit New York, and any appellate court from any thereof, in any action or proceeding arising out of or in any way in connection with relating to this Agreement may be instituted or brought the other Note Documents, or for recognition or enforcement of any judgment in respect thereof, and each of the United States District Court for Parent and the Southern District of Ohio. The Parties Companies hereby irrevocably consent and submit to, for themselves and unconditionally agrees that all claims in respect of their propertyany such action or proceeding may be heard and determined in any such New York state court or, generally and unconditionallyto the fullest extent permitted by applicable law, the jurisdiction of such Court, and to all proceedings in such Courtfederal court. Further, Each of the Parties Parent and the Companies hereby irrevocably consent consents to actual receipt the service of copies of any summons and/or legal and complaint and any other process at their respective addresses as set forth in this Agreement as constituting in every respect sufficient and effective service of process which may be served in any such legal action or proceedingproceeding by certified mail, return receipt requested, or by delivering a copy of such process to it, at its address specified in Section 15, or by any other method permitted by law. The Parties further agree Each of the Parent and the Companies hereby agrees that a final judgment in any such legal action, suit 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. Nothing in this Agreement shall affect any right that any holder of Notes may otherwise have to bring any action or proceeding relating to this Agreement or the other Note Documents in the courts of any jurisdiction, whether within or outside the United States of America, by suit under judgment, a certified or exemplified copy of which will be conclusive evidence of the fact and the amount of the liability. (c) The Borrower Each of the Parent and the Companies hereby irrevocably and unconditionally waives, to the fullest extent permitted by applicable lawit may legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of any action or proceeding arising out of or relating to this Agreement or any the other Loan Document Note Documents in any court referred to in paragraph (b) of this SectionNew York state or federal court. Each of the parties hereto Parent and the Companies hereby irrevocably waives, to the fullest extent permitted by applicable law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (d) Each party hereto irrevocably consents to service of process in the manner provided for notices in Section 17 of this Agreement (other than the provisions in Section 17 permitting notices to be delivered by electronic communications). Nothing in this Agreement will affect the right of any party hereto to serve process in any other manner permitted by applicable law.

Governing Law Submission to Jurisdiction Etc. (a) This Agreement and the rights and obligations of the parties hereunder and under the Notes shall be governed by and construed in accordance with and be governed by the laws of the State Commonwealth of Ohio, as applied Massachusetts (without giving effect to contracts entered into and to be performed in Ohiothe conflict of law principles thereof). (b) The Parties hereby irrevocably consent and agree that any Any legal action, suit action or proceeding arising out of or in any way in connection with respect to this Agreement or the Notes or any other Loan Document may be instituted or brought in the courts of The Commonwealth of Massachusetts or of the United States District Court of America for the Southern District of Ohio. The Parties Massachusetts, and, by execution and delivery of this Agreement, the Borrowers hereby irrevocably consent accept for itself and submit to, for themselves their Subsidiaries and in respect of their respective property, generally and unconditionally, the jurisdiction of such Court, and to all proceedings in such Court. Further, the Parties irrevocably consent to actual receipt of any summons and/or legal process at their respective addresses as set forth in this Agreement as constituting in every respect sufficient and effective service of process in any such legal action or proceeding. The Parties further agree that final judgment in any such legal action, suit or proceeding shall be conclusive and may be enforced in any other jurisdiction, whether within or outside the United States of America, by suit under judgment, a certified or exemplified copy of which will be conclusive evidence of the fact and the amount of the liabilityaforesaid courts. (c) The Borrower Borrowers hereby irrevocably and unconditionally waiveswaive, to the fullest extent permitted by applicable lawin connection with any such action or proceeding, (i) any objection, including, without limitation, any objection that to the laying of venue or based on the grounds of forum non conveniens, which it may now or hereafter have to the laying of venue bringing of any action or proceeding arising out of or relating to this Agreement or any other Loan Document in any court referred to in paragraph (b) of this Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, the defense of an inconvenient forum to the maintenance of such action or proceeding in such respective jurisdictions, (ii) the right to interpose any such courtsetoff, non-compulsory counterclaim or cross-claim and (iii) to the maximum extent not prohibited by law, the Borrowers, and the Lender each hereby knowingly, voluntarily and intentionally waive any right they may have to a trial by jury in respect of any litigation directly or indirectly arising out of, under or in connection with this Agreement, the other Loan Documents, or the transactions contemplated hereby or thereby. (d) Each party hereto The Borrowers irrevocably consents consent to the service of process of any of the aforementioned courts in any such action or proceeding by the manner provided for notices mailing of copies thereof by registered or certified mail, postage prepaid, to the Borrowers at their address set forth in Section 17 of this Agreement 11.01 hereof. (other than the provisions in Section 17 permitting notices to be delivered by electronic communications). e) Nothing in this Agreement will herein shall affect the right of any party hereto the Lender to serve process in any other manner permitted by applicable lawlaw or to commence legal proceedings or otherwise proceed against the Borrowers in any other jurisdiction.

Governing Law Submission to Jurisdiction Etc. (a) This All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by and construed in accordance with the laws internal Laws of the State of Ohio, as applied Delaware applicable to contracts entered into made and to be performed entirely within such State. Each party agrees that all Proceedings concerning the interpretation, enforcement and defense of the transactions contemplated by this Agreement (whether brought against a party hereto or its respective Affiliates, employees or agents) shall be resolved in Ohio. (b) The Parties the Delaware Courts. Each party hereto hereby irrevocably consent and agree that submits to the non-exclusive jurisdiction of the Delaware Courts for the adjudication of any legal action, suit or proceeding arising out of dispute hereunder or in connection herewith or with any way in connection transaction contemplated hereby or discussed herein (including with respect to the enforcement of this Agreement may be instituted or brought in the United States District Court for the Southern District of Ohio. The Parties hereby irrevocably consent and submit to, for themselves and in respect of their property, generally and unconditionally, the jurisdiction of such CourtAgreement), and to all proceedings in such Court. Further, the Parties irrevocably consent to actual receipt of any summons and/or legal process at their respective addresses as set forth in this Agreement as constituting in every respect sufficient and effective service of process in any such legal action or proceeding. The Parties further agree that final judgment in any such legal action, suit or proceeding shall be conclusive and may be enforced in any other jurisdiction, whether within or outside the United States of America, by suit under judgment, a certified or exemplified copy of which will be conclusive evidence of the fact and the amount of the liability. (c) The Borrower irrevocably and unconditionally waives, to the fullest extent permitted by applicable law, any objection that it may now or hereafter have to the laying of venue of any action or proceeding arising out of or relating to this Agreement or any other Loan Document in any court referred to in paragraph (b) of this Section. Each of the parties hereto hereby irrevocably waives, and agrees not to assert in any Proceeding, any claim that it is not personally subject to the fullest extent permitted by applicable lawjurisdiction of any such Delaware Court, the defense or that such Proceeding has been commenced in an improper or inconvenient forum. Each party hereto hereby irrevocably waives personal service of an inconvenient forum process and consents to the maintenance of such action or proceeding process being served in any such court. Proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (dwith evidence of delivery) Each to such party hereto irrevocably consents at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process in the manner provided for notices in Section 17 of this Agreement (other than the provisions in Section 17 permitting notices to be delivered by electronic communications)and notice thereof. Nothing contained herein shall be deemed to limit in this Agreement will affect the any way any right of any party hereto to serve process in any other manner permitted by applicable law. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Governing Law Submission to Jurisdiction Etc. (a) This Agreement shall be governed by and construed in accordance with and governed by the laws of the State Province of Ohio, as applied to contracts entered into and to be performed in Ohio. (b) The Parties Ontario. Each Borrower hereby irrevocably consent and agree that unconditionally submits, for itself and its property, to the non-exclusive jurisdiction of the courts of the Province of Ontario, and any legal actionappellate court thereof, suit in any action or proceeding arising out of or in relating to this Agreement, or any way in connection with this Agreement may be instituted other Financing Document or brought in for recognition or enforcement of any judgment, and each of the United States District Court for the Southern District of Ohio. The Parties parties hereto hereby irrevocably consent and submit to, for themselves and unconditionally agrees that all claims in respect of their property, generally and unconditionally, the jurisdiction of such Court, and to all proceedings in such Court. Further, the Parties irrevocably consent to actual receipt of any summons and/or legal process at their respective addresses as set forth in this Agreement as constituting in every respect sufficient and effective service of process in any such legal action or proceedingproceeding may be heard and determined in Ontario. The Parties further agree Each of the parties hereto agrees that a final judgment in any such legal action, suit 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. Nothing in this Agreement shall affect any right that the Administrative Agent, the Canadian Administrative Agent, any Issuing Bank, or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any other Financing Document against a Borrower or any other Credit Party or its properties in the courts of any other jurisdiction, whether within or outside the United States of America, by suit under judgment, a certified or exemplified copy of which will be conclusive evidence of the fact and the amount of the liability. (c) The . Each Borrower hereby irrevocably and unconditionally waives, to the fullest extent permitted by applicable lawit may legally and effectively do so, any objection that which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any other Loan Document in any court referred to in paragraph (b) of this SectionSection 10.8(a). Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, the defense of an inconvenient any forum non conveniens defence to the maintenance of such action or proceeding in any such court. (d) . Each party hereto to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 17 of this Agreement (other than the provisions in Section 17 permitting notices to be delivered by electronic communications)10.1. Nothing in this Agreement will affect the right of any party hereto to this Agreement to serve process in any other manner permitted by applicable law.

Governing Law Submission to Jurisdiction Etc. (a) This All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by and construed in accordance with the internal laws of the State of Ohio, as applied New York applicable to contracts entered into made and to be performed entirely within such State. Each party agrees that all proceedings concerning the interpretation, enforcement and defense of the transactions contemplated by this Agreement (whether brought against a party hereto or its respective affiliates, employees or agents) shall be resolved in Ohio. (b) The Parties the New York courts. Each party hereto hereby irrevocably consent and agree that submits to the non-exclusive jurisdiction of the New York courts for the adjudication of any legal action, suit or proceeding arising out of dispute hereunder or in connection herewith or with any way in connection transaction contemplated hereby or discussed herein (including with respect to the enforcement of this Agreement may be instituted or brought in the United States District Court for the Southern District of Ohio. The Parties hereby irrevocably consent and submit to, for themselves and in respect of their property, generally and unconditionally, the jurisdiction of such CourtAgreement), and to all proceedings in such Court. Further, the Parties irrevocably consent to actual receipt of any summons and/or legal process at their respective addresses as set forth in this Agreement as constituting in every respect sufficient and effective service of process in any such legal action or proceeding. The Parties further agree that final judgment in any such legal action, suit or proceeding shall be conclusive and may be enforced in any other jurisdiction, whether within or outside the United States of America, by suit under judgment, a certified or exemplified copy of which will be conclusive evidence of the fact and the amount of the liability. (c) The Borrower irrevocably and unconditionally waives, to the fullest extent permitted by applicable law, any objection that it may now or hereafter have to the laying of venue of any action or proceeding arising out of or relating to this Agreement or any other Loan Document in any court referred to in paragraph (b) of this Section. Each of the parties hereto hereby irrevocably waives, and agrees not to assert in any proceeding, any claim that it is not personally subject to the fullest extent permitted by applicable lawjurisdiction of any such New York court, the defense or that such proceeding has been commenced in an improper or inconvenient forum. Each party hereto hereby irrevocably waives personal service of an inconvenient forum process and consents to the maintenance of such action or proceeding process being served in any such court. proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (dwith evidence of delivery) Each to such party hereto irrevocably consents at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process in the manner provided for notices in Section 17 of this Agreement (other than the provisions in Section 17 permitting notices to be delivered by electronic communications)and notice thereof. Nothing contained herein shall be deemed to limit in this Agreement will affect the any way any right of any party hereto to serve process in any other manner permitted by applicable law.. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING

Governing Law Submission to Jurisdiction Etc. (a) This Agreement shall be governed by by, and construed and enforced in accordance with with, the laws law of the State of Ohio, as applied to contracts entered into and to be performed in OhioNew York. (b) The Parties Each of the parties hereto hereby irrevocably consent and agree that unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of any legal actionNew York state court or federal court of the United States of America sitting in New York City, suit New York, and any appellate court from any thereof, in any action or proceeding arising out of or in relating to this Agreement, the Notes or the other Note Documents, or for recognition or enforcement of any way in connection with this Agreement may be instituted or brought in judgment, and each of the United States District Court for the Southern District of Ohio. The Parties parties hereto hereby irrevocably consent and submit to, for themselves and unconditionally agrees that all claims in respect of their property, generally any such action or proceeding may be heard and unconditionally, the jurisdiction of such Court, and to all proceedings in such Court. Further, the Parties irrevocably consent to actual receipt of any summons and/or legal process at their respective addresses as set forth in this Agreement as constituting in every respect sufficient and effective service of process determined in any such legal action or proceedingNew York state court or, to the extent permitted by applicable law, in such federal court. The Parties further agree Each of the parties hereto agrees that a final judgment in any such legal action, suit 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. Nothing in this Agreement shall affect any right that any party may otherwise have to bring any action or proceeding relating to this Agreement or the Notes in the courts of any jurisdiction, whether within or outside the United States of America, by suit under judgment, a certified or exemplified copy of which will be conclusive evidence of the fact and the amount of the liability. (c) The Borrower Each of the parties hereto irrevocably and unconditionally waives, to the fullest extent permitted by applicable lawit may legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement Agreement, the Notes or any the other Loan Document Note Documents in any court referred to in paragraph (b) of this SectionNew York state or federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (d) To the extent that any Obligor has or hereafter may acquire any immunity from the jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, such Obligor hereby irrevocably waives such immunity in respect of its obligations under this Agreement and the Notes. (e) Each party hereto Obligor hereby irrevocably consents waives all right to service trial by jury in any action, proceeding or counterclaim (whether based on contract, tort or otherwise) arising out of process or relating to any of the Note Documents, the transactions contemplated thereby or the actions of the Agent or the Purchaser in the manner provided for notices negotiation, administration, performance or enforcement thereof. * * * * * If you are in Section 17 agreement with the foregoing, please sign the form of agreement on the accompanying counterpart of this Agreement and return it to the Company, whereupon the foregoing shall become a binding agreement between you and the Obligors. Very truly yours, AMI LICENSE CORP. ATLANTIC MICROSYSTEMS, INC. BALTIMORE CHOICE TELEVISION, INC. BALTIMORE LICENSE, INC. BUFFALO CHOICE TELEVISION, INC. BUFFALO LICENSE, INC. CAI DATA SYSTEMS, INC. CAI SATELLITE COMMUNICATIONS, INC. CAI WIRELESS INTERNET, INC. COMMONWEALTH CHOICE TELEVISION, INC. COMMONWEALTH LICENSE, INC. CONNECTICUT CHOICE TELEVISION, INC. CONNECTICUT LICENSE, INC. EASTERN NEW ENGLAND TV, INC. EASTERN NEW ENGLAND LICENSE, INC. GREATER ALBANY WIRELESS SYSTEMS, INC. GREATER ALBANY LICENSE, INC. GREENSBORO CHOICE TELEVISION, INC. GREENSBORO LICENSE, INC. HAMPTON ROADS WIRELESS, INC. HAMPTON ROADS LICENSE, INC. LONG ISLAND CHOICE TELEVISION, INC. LONG ISLAND LICENSE, INC. MEMPHIS CHOICE TELEVISION, INC. MEMPHIS LICENSE, INC. MMDS SATELLITE VENTURES, INC. NEW YORK CHOICE TELEVISION, INC. NEW YORK LICENSE, INC. ONONDAGA WIRELESS, INC. PC LICENSE, INC. PHILADELPHIA CHOICE TELEVISION, INC. PITTSBURGH CHOICE TELEVISION, INC. PITTSBURGH LICENSE, INC. ROCHESTER CHOICE TELEVISION, INC. ROCHESTER LICENSE, INC. SPRINGFIELD CHOICE TELEVISION, INC. SPRINGFIELD LICENSE, INC. By: /S/ James P. Ashman Executive Xxxx Xxxxxxxxx SYRACUSE CHOICE TELEVISION, INC. SYRACUSE LICENSE, INC. WASHINGTON CHOICE TELEVISION, INC. WASHINGTON LICENSE, INC. WINSTON-CHOICE LICENSE, INC. WINSTON-SALEM CHOICE TELEVISION, INC. By: /S/ James P. Ashman Executive Xxxx Xxxxxxxxx CAI WIRELESS SYSTEMS, INC. By: /S/ James P. Ashman Executive Xxxx Xxxxxxxxx and Chief Financial Officer CAI/AMI SPECTRUM MANAGEMENT, INC. By: /S/ Timothy J. Santora Presidxxx CAI CT HOLDINGS CORP. COMMUNICATIONS TRANSPORT, INC. CAI DEVELOPMENT, INC. By: /S/ John J. Prisco President Xxx xxxxxxxxx is hereby agreed to as of the date first above written. MERRILL LYNCH GLOBAL ALLOCATION FUND, INC. By: /S/ Xaxx: Xryan N. Ison Title: Vice President Address: Merrxxx Xxxxx Xxxet Management 800 Scudders Mixx Xxxx Plainsboro, NJ 08536 Texxxxxxxx: (other than 000) 000-0000 SCHEDULE I DEFINED TERMS As used in this Agreement, the provisions in Section 17 permitting notices following terms shall have the respective meanings set forth below (such meanings to be delivered by electronic communications). Nothing in this Agreement will affect equally applicable to both the right singular and plural forms of any party hereto to serve process in any other manner permitted by applicable law.the term defined):

Governing Law Submission to Jurisdiction Etc. (a) 1. This Agreement shall be governed by by, and construed in accordance with with, the laws law of the State of Ohio, as applied to contracts entered into and to be performed in OhioDelaware. (b) 2. The Parties Company hereby irrevocably consent and agree that unconditionally submits, for itself and its property and assets, to the nonexclusive jurisdiction of any legal actionNew York state court or federal court of the United States of America sitting in New York City, suit New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, the Notes or the other Note Documents, or for recognition or enforcement of any judgment in any way in connection with this Agreement may be instituted or brought in respect thereof, and the United States District Court for the Southern District of Ohio. The Parties Company hereby irrevocably consent and submit to, for themselves and unconditionally agrees that all claims in respect of their propertyany such action or proceeding may be heard and determined in any such New York state court or, generally and unconditionallyto the fullest extent permitted by applicable law, the jurisdiction of such Court, and to all proceedings in such Courtfederal court. Further, The Company hereby irrevocably consents to the Parties irrevocably consent to actual receipt service of copies of any summons and/or legal and complaint and any other process at their respective addresses as set forth in this Agreement as constituting in every respect sufficient and effective service of process which may be served in any such legal action or proceedingproceeding by certified mail, return receipt requested, or by delivering a copy of such process to the Company, at their address specified in Section XV, or by any other method permitted by law. The Parties further agree Company hereby agrees that a final judgment in any such legal action, suit action or proceeding shall be conclusive and may be enforced forced in other jurisdictions by suit on the judgment or in any other manner provided by applicable law. Nothing in this Agreement shall affect any right that any holder of Notes may otherwise have to bring any action or proceeding relating to this Agreement, the Notes or the other Note Documents in the courts of any jurisdiction, whether within or outside the United States of America, by suit under judgment, a certified or exemplified copy of which will be conclusive evidence of the fact and the amount of the liability. (c) 3. The Borrower Company hereby irrevocably and unconditionally waives, to the fullest extent permitted by applicable lawit may legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of any action or proceeding arising out of or relating to this Agreement Agreement, the Notes or any the other Loan Document Note Documents in any court referred to in paragraph (b) of this SectionNew York state or federal court. Each of the parties hereto The Company hereby irrevocably waives, to the fullest extent permitted by applicable law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (d) Each party hereto irrevocably consents to service of process in the manner provided for notices in Section 17 of this Agreement (other than the provisions in Section 17 permitting notices to be delivered by electronic communications). Nothing in this Agreement will affect the right of any party hereto to serve process in any other manner permitted by applicable law.

Governing Law Submission to Jurisdiction Etc. (a) This Agreement (including, but not limited to, the validity and enforceability hereof and thereof) shall be governed by by, and construed in accordance with with, the laws of the State state of OhioNew York, as applied to contracts entered into and to be performed in Ohioother than conflict of laws rules thereof that would require the application of the laws of a jurisdiction other than such state. (b) The Parties hereby irrevocably consent and agree that any Any legal action, suit action or proceeding arising out of or in any way in connection with respect to this Agreement may be instituted or brought in the courts of the State of New York in New York County or of the United States District Court of America for the Southern District of Ohio. The Parties New York, and, by execution and delivery of this Agreement, each party hereby irrevocably consent accepts for itself and submit to, for themselves and (to the extent permitted by law) in respect of their propertyits Property, generally and unconditionally, the jurisdiction of the aforesaid courts. Each party hereby irrevocably waives any objection, including, without limitation, any objection to the laying of venue or based on the grounds of forum non conveniens, which it may now or hereafter have to the bringing of any such Court, and to all proceedings action or proceeding in such Courtrespective jurisdictions. Further, the Parties irrevocably consent This submission to actual receipt of jurisdiction is non-exclusive and does not preclude any summons and/or legal process at their respective addresses as set forth in this Agreement as constituting in every respect sufficient and effective service of process Person from obtaining jurisdiction over other parties in any such legal action or proceeding. The Parties further agree that final judgment in any such legal action, suit or proceeding shall be conclusive and may be enforced in any other court otherwise having jurisdiction, whether within or outside the United States of America, by suit under judgment, a certified or exemplified copy of which will be conclusive evidence of the fact and the amount of the liability. (c) The Borrower Each party other then BTM hereby irrevocably designates Capitol Services, Inc. located at 401 Colvin Street, Suite 200, Albany, New York 12200, xx xxx xxxxxxxx, appointee and agent to receive, for and on its behalf, service of process in such jurisdiction in any legal action or proceeding with respect to this Agreement. It is under-stood that a copy of such process served on such agent will be promptly forwarded by overnight courier to each relevant party at its address set forth herein, but the failure of to receive such copy shall not affect in any way the service of such process. Each party further irrevocably consents to the service of process of any of the aforementioned courts in any such action or proceeding by the mailing of copies thereof by registered or certified mail, postage prepaid, to Noble US at its said address, such service to become effective thirty (30) days after such mailing. (d) Nothing herein shall affect the right of Deepwater, RBFE, BTM or the Indenture Trustee, any Note Holder or any other Person to serve process in any other manner permitted by law or to commence legal proceedings or otherwise proceed against the Manager in any other jurisdiction. (e) Each party hereby (i) irrevocably and unconditionally waives, to the fullest extent permitted by applicable law, trial by jury in any objection that it may now or hereafter have to the laying of venue of any legal action or proceeding arising out of or relating to this Agreement or and for any other Loan Document in any court referred to in paragraph counterclaim therein; (bii) of this Section. Each of the parties hereto hereby irrevocably waives, to the fullest maximum extent permitted not prohibited by applicable law, the defense of an inconvenient forum any right it may have to the maintenance of such action claim or proceeding recover in any such court. litigation any special, exemplary, punitive or consequential damages, or damages other than, or in addition to, actual damages; (diii) Each certifies that no party hereto irrevocably consents to service nor any representative or agent of process in the manner provided counsel for notices in Section 17 of this Agreement (other than the provisions in Section 17 permitting notices to be delivered by electronic communications). Nothing in this Agreement will affect the right of any party hereto has represented, expressly or otherwise, or implied that such party would not, in the event of litigation, seek to serve process enforce the foregoing waivers, and (iv) acknowledges that it has been induced to enter into this Agreement, and the transactions contemplated hereby and thereby by, among other things, the waivers and certifications contained in any other manner permitted by applicable lawthis section.

Governing Law Submission to Jurisdiction Etc. (a) This Agreement shall be governed by by, and construed and enforced in accordance with with, the laws law of the State of Ohio, as applied to contracts entered into and to be performed in OhioNew York. (b) The Parties Each of the parties hereto hereby irrevocably consent and agree that unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of any legal actionNew York state court or federal court of the United States of America sitting in New York, suit New York, and any appellate court from any thereof, in any action or proceeding arising out of or in relating to this Agreement, the Notes or the other Note Documents, or for recognition or enforcement of any way in connection with this Agreement may be instituted or brought in judgment, and each of the United States District Court for the Southern District of Ohio. The Parties parties hereto hereby irrevocably consent and submit to, for themselves and unconditionally agrees that all claims in respect of their property, generally any such action or proceeding may be heard and unconditionally, the jurisdiction of such Court, and to all proceedings in such Court. Further, the Parties irrevocably consent to actual receipt of any summons and/or legal process at their respective addresses as set forth in this Agreement as constituting in every respect sufficient and effective service of process determined in any such legal action or proceedingNew York state court or, to the extent permitted by applicable law, in such federal court. The Parties further agree Each of the parties hereto agrees that a final judgment in any such legal action, suit 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. Nothing in this Agreement shall affect any right that any party may otherwise have to bring any action or proceeding relating to this Agreement or the Notes in the courts of any jurisdiction, whether within or outside the United States of America, by suit under judgment, a certified or exemplified copy of which will be conclusive evidence of the fact and the amount of the liability. (c) The Borrower Each of the parties hereto irrevocably and unconditionally waives, to the fullest extent permitted by applicable lawit may legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement Agreement, the Notes or any the other Loan Document Note Documents in any court referred to in paragraph (b) of this SectionNew York state or federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (d) Each party hereto To the extent that the Company has or hereafter may acquire any immunity from the jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, the Company hereby irrevocably consents to service waives such immunity in respect of process in the manner provided for notices in Section 17 of its obligations under this Agreement and the Notes. (other than the provisions in Section 17 permitting notices to be delivered by electronic communications). Nothing in this Agreement will affect the right of any party hereto to serve process in any other manner permitted by applicable lawe) THE PARTIES HEREBY IRREVOCABLY WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO ANY OF THE NOTE DOCUMENTS, THE TRANSACTIONS CONTEMPLATED THEREBY OR THE ACTIONS OF THE AGENT OR THE PURCHASER IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT THEREOF.

Governing Law Submission to Jurisdiction Etc. (a) This Agreement shall be governed by by, and construed and enforced in accordance with with, the laws law of the State of Ohio, as applied to contracts entered into and to be performed in OhioNew York. (b) The Parties Each of the parties hereto hereby irrevocably consent and agree that unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of any legal actionNew York state court or federal court of the United States of America sitting in New York City, suit New York, and any appellate court from any thereof, in any action or proceeding arising out of or in relating to this Agreement, the Notes or the other Note Documents, or for recognition or enforcement of any way in connection with this Agreement may be instituted or brought in judgment, and each of the United States District Court for the Southern District of Ohio. The Parties parties hereto hereby irrevocably consent and submit to, for themselves and unconditionally agrees that all claims in respect of their property, generally any such action or proceeding may be heard and unconditionally, the jurisdiction of such Court, and to all proceedings in such Court. Further, the Parties irrevocably consent to actual receipt of any summons and/or legal process at their respective addresses as set forth in this Agreement as constituting in every respect sufficient and effective service of process determined in any such legal action or proceedingNew York state court or, to the extent permitted by applicable law, in such federal court. The Parties further agree Each of the parties hereto agrees that a final judgment in any such legal action, suit 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. Nothing in this Agreement shall affect any right that any party may otherwise have to bring any action or proceeding relating to this Agreement or the Notes in the courts of any jurisdiction, whether within or outside the United States of America, by suit under judgment, a certified or exemplified copy of which will be conclusive evidence of the fact and the amount of the liability. (c) The Borrower Each of the parties hereto irrevocably and unconditionally waives, to the fullest extent permitted by applicable lawit may legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement Agreement, the Notes or any the other Loan Document Note Documents in any court referred to in paragraph (b) of this SectionNew York state or federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (d) Each To the extent that any of the parties hereto has or hereafter may acquire any immunity from the jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, such party hereto hereby irrevocably consents to service waives such immunity in respect of process in the manner provided for notices in Section 17 of its obligations under this Agreement and the Notes. (other than e) Each of the provisions parties hereto hereby irrevocably waives all right to trial by jury in Section 17 permitting notices any action, proceeding or counterclaim (whether based on contract, tort or otherwise) arising out of or relating to be delivered by electronic communications). Nothing in this Agreement will affect any of the right Note Documents, the transactions contemplated thereby or the actions of any party hereto or the Agent in the negotiation, administration, performance or enforcement thereof. * * * * * Draft: September 4, 1998 If you are in agreement with the foregoing, please sign the form of agreement on the accompanying counterpart of this Agreement and return it to serve process the Company, whereupon the foregoing shall become a binding agreement between you and the Company. Very truly yours, WIRELESS ONE, INC. By Name: Title: Draft: September 4, 1998 The foregoing is hereby agreed to as of the date first above written. MERRILL LYNCH GLOBAL ALLOCATION FUND, INC. By_______________________________ Name: Bryan N. Ison Title: Vice President Address: Merrilx Xxxxx Xxxxx Management 800 Scudders Mill Roax Plainsboro, NJ 08536 Telecopixx: (000) 000-0000 Xxxxx: Xxxtember 4, 1998 SCHEDULE II DEFINED TERMS As used in any other manner permitted by this Agreement, the following terms shall have the respective meanings set forth below (such meanings to be equally applicable law.to both the singular and plural forms of the term defined):

Governing Law Submission to Jurisdiction Etc. (a) This Agreement shall will be governed by and construed in accordance with the federal law of the United States if and to the extent such law is applicable, and otherwise in accordance with the laws of the State of Ohio, as applied New York applicable to contracts entered into made and to be performed entirely within such State, without regard to any rule of conflicts of law (other than Section 5-1401 of the New York General Obligations Law) that would result in Ohio. the application of the substantive law of any jurisdiction other than the State of New York. Nothing in this Agreement shall require any unlawful action or inaction by either party. Each of the parties hereto hereby and irrevocably and unconditionally (ba) The Parties hereby irrevocably consent submits for itself and agree that its property in any legal action, suit action or proceeding arising out relating to this Agreement, the Warrant or the transactions contemplated hereby or thereby, or for recognition and enforcement of any judgment in respect thereof, to the exclusive general jurisdiction and venue of any court of the State and County of New York, or in any way in connection with this Agreement may be instituted or brought in the United States District Court for the Southern District of Ohio. The Parties hereby irrevocably consent and submit to, for themselves and in respect of their property, generally and unconditionally, the jurisdiction of New York; (b) consents that any such Court, and to all proceedings action or proceeding may be brought in such Court. Further, the Parties irrevocably consent to actual receipt of any summons and/or legal process at their respective addresses as set forth in this Agreement as constituting in every respect sufficient and effective service of process in any such legal action or proceeding. The Parties further agree that final judgment in any such legal action, suit or proceeding shall be conclusive and may be enforced in any other jurisdiction, whether within or outside the United States of America, by suit under judgment, a certified or exemplified copy of which will be conclusive evidence of the fact and the amount of the liability. (c) The Borrower irrevocably and unconditionally waivescourts and, to the fullest extent permitted by applicable law, waives any objection that it may now or hereafter have to the laying of venue of any such action or proceeding arising out in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same; (c) agrees that service of process in any such action or relating to this Agreement proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to its address set forth in Section 5.6 or at such other Loan Document address of which the Lender shall have been notified; and (d) agrees that nothing herein shall affect the right to effect service of process in any court referred other manner permitted by law or shall limit the right to xxx in paragraph (b) of this Sectionany other jurisdiction. Each of the parties hereto hereby irrevocably waives, to To the fullest extent permitted by applicable law, each of the defense of an inconvenient forum parties hereto hereby unconditionally waives any and all rights to the maintenance of such action or proceeding trial by jury in any such court. (d) Each party hereto irrevocably consents legal proceeding relating to service of process in the manner provided for notices in Section 17 of this Agreement (other than or the provisions in Section 17 permitting notices to be delivered by electronic communications). Nothing in this Agreement will affect Warrant or the right of any party hereto to serve process in any other manner permitted by applicable lawtransactions contemplated hereby or thereby.

Governing Law Submission to Jurisdiction Etc. (a) This Agreement shall be governed by by, and construed in accordance with with, the laws law of the State of Ohio, as applied to contracts entered into and to be performed in OhioNew York. (b) The Parties Company hereby irrevocably consent and agree that unconditionally submits, for itself, its Subsidiaries and its and their property and assets, to the nonexclusive jurisdiction of any legal actionNew York state court or federal court of the United States of America sitting in New York City, suit New York, and any appellate court from any thereof, in any action or proceeding arising out of or in any way in connection with relating to this Agreement may be instituted or brought the other Note Documents, or for recognition or enforcement of any judgment in respect thereof, and the United States District Court for the Southern District of Ohio. The Parties Company hereby irrevocably consent and submit to, for themselves and unconditionally agrees that all claims in respect of their propertyany such action or proceeding may be heard and determined in any such New York state court or, generally and unconditionallyto the fullest extent permitted by applicable law, the jurisdiction of such Court, and to all proceedings in such Courtfederal court. Further, The Company hereby irrevocably consents to the Parties irrevocably consent to actual receipt service of copies of any summons and/or legal and complaint and any other process at their respective addresses as set forth in this Agreement as constituting in every respect sufficient and effective service of process which may be served in any such legal action or proceedingproceeding by certified mail, return receipt requested, or by delivering a copy of such process to it, at its address specified in Section 15, or by any other method permitted by law. The Parties further agree Company hereby agrees that a final judgment in any such legal action, suit 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. Nothing in this Agreement shall affect any right that any holder of Notes may otherwise have to bring any action or proceeding relating to this Agreement or the other Note Documents in the courts of any jurisdiction, whether within or outside the United States of America, by suit under judgment, a certified or exemplified copy of which will be conclusive evidence of the fact and the amount of the liability. (c) The Borrower Company hereby irrevocably and unconditionally waives, to the fullest extent permitted by applicable lawit may legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of any action or proceeding arising out of or relating to this Agreement or any the other Loan Document Note Documents in any court referred to in paragraph (b) of this SectionNew York state or federal court. Each of the parties hereto The Company hereby irrevocably waives, to the fullest extent permitted by applicable law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (d) Each party hereto irrevocably consents to service of process in the manner provided for notices in Section 17 of this Agreement (other than the provisions in Section 17 permitting notices to be delivered by electronic communications). Nothing in this Agreement will affect the right of any party hereto to serve process in any other manner permitted by applicable law.

Governing Law Submission to Jurisdiction Etc. (a) This Agreement shall be governed by and construed in accordance with and governed by the laws of the State of Ohio, as applied to contracts entered into and to be performed in Ohio. (b) The Parties New York. Each Borrower hereby irrevocably consent and agree that unconditionally submits, for itself and its property, to the non-exclusive jurisdiction of the courts of the State of New York and any legal actionfederal court sitting in the Southern District of New York, suit and any appellate court thereof, in any action or proceeding arising out of or in relating to this Agreement, or any way in connection with this Agreement may be instituted other Financing Document or brought in for recognition or enforcement of any judgment, and each of the United States District Court for the Southern District of Ohio. The Parties parties hereto hereby irrevocably consent and submit to, for themselves and unconditionally agrees that all claims in respect of their property, generally and unconditionally, the jurisdiction of such Court, and to all proceedings in such Court. Further, the Parties irrevocably consent to actual receipt of any summons and/or legal process at their respective addresses as set forth in this Agreement as constituting in every respect sufficient and effective service of process in any such legal action or proceedingproceeding may be heard and determined in the State of New York. The Parties further agree Each of the parties hereto agrees that a final judgment in any such legal action, suit 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. Nothing in this Agreement shall affect any right that any Agent, any Collateral Agent, any Issuing Bank, or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any other Financing Document against a Borrower or any other Credit Party or its properties in the courts of any other jurisdiction, whether within or outside the United States of America, by suit under judgment, a certified or exemplified copy of which will be conclusive evidence of the fact and the amount of the liability. (c) The . Each Borrower hereby irrevocably and unconditionally waives, to the fullest extent permitted by applicable lawit may legally and effectively do so, any objection that which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any other Loan Document in any court referred to in paragraph (b) of this SectionSection 10.8(a). Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, the any forum non conveniens defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (d) . Each party hereto to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 17 of this Agreement (other than the provisions in Section 17 permitting notices to be delivered by electronic communications)10.1. Nothing in this Agreement will affect the right of any party hereto to this Agreement to serve process in any other manner permitted by applicable law.

Governing Law Submission to Jurisdiction Etc. (a) This Agreement shall be governed by and construed in accordance with and governed by the laws of the State of Ohio, as applied to contracts entered into and to be performed in Ohio. (b) The Parties New York. Each Borrower hereby irrevocably consent and agree that unconditionally submits, for itself and its property, to the non-exclusive jurisdiction of the courts of the State of New York and any legal actionfederal court sitting in the Southern District of New York, suit and any appellate court thereof, in any action or proceeding arising out of or in relating to this Agreement, or any way in connection with this Agreement may be instituted other Financing Document or brought in for recognition or enforcement of any judgment, and each of the United States District Court for the Southern District of Ohio. The Parties parties hereto hereby irrevocably consent and submit to, for themselves and unconditionally agrees that all claims in respect of their property, generally and unconditionally, the jurisdiction of such Court, and to all proceedings in such Court. Further, the Parties irrevocably consent to actual receipt of any summons and/or legal process at their respective addresses as set forth in this Agreement as constituting in every respect sufficient and effective service of process in any such legal action or proceedingproceeding may be heard and determined in the State of New York. The Parties further agree Each of the parties hereto agrees that a final judgment in any such legal action, suit 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. Nothing in this Agreement shall affect any right that any Agent, any Issuing Bank, any Risk Participant or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any other Financing Document against a Borrower or any other Credit Party or its properties in the courts of any other jurisdiction, whether within or outside the United States of America, by suit under judgment, a certified or exemplified copy of which will be conclusive evidence of the fact and the amount of the liability. (c) The . Each Borrower hereby irrevocably and unconditionally waives, to the fullest extent permitted by applicable lawit may legally and effectively do so, any objection that which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any other Loan Document in any court referred to in paragraph (b) of this SectionSection 10.8(a). Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, the any forum non conveniens defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (d) . Each party hereto to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 17 of this Agreement (other than the provisions in Section 17 permitting notices to be delivered by electronic communications)10.1. Nothing in this Agreement will affect the right of any party hereto to this Agreement to serve process in any other manner permitted by applicable law.

Governing Law Submission to Jurisdiction Etc. (a) This All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by and construed in accordance with the internal laws of the State of Ohio, as applied New York applicable to contracts entered into made and to be performed entirely within such State. Each party agrees that all proceedings concerning the interpretation, enforcement and defense of the transactions contemplated by this Agreement (whether brought against a party hereto or its respective affiliates, employees or agents) shall be resolved in Ohio. (b) The Parties the New York courts. Each party hereto hereby irrevocably consent and agree that submits to the non-exclusive jurisdiction of the New York courts for the adjudication of any legal action, suit or proceeding arising out of dispute hereunder or in connection herewith or with any way in connection transaction contemplated hereby or discussed herein (including with respect to the enforcement of this Agreement may be instituted or brought in the United States District Court for the Southern District of Ohio. The Parties hereby irrevocably consent and submit to, for themselves and in respect of their property, generally and unconditionally, the jurisdiction of such CourtAgreement), and to all proceedings in such Court. Further, the Parties irrevocably consent to actual receipt of any summons and/or legal process at their respective addresses as set forth in this Agreement as constituting in every respect sufficient and effective service of process in any such legal action or proceeding. The Parties further agree that final judgment in any such legal action, suit or proceeding shall be conclusive and may be enforced in any other jurisdiction, whether within or outside the United States of America, by suit under judgment, a certified or exemplified copy of which will be conclusive evidence of the fact and the amount of the liability. (c) The Borrower irrevocably and unconditionally waives, to the fullest extent permitted by applicable law, any objection that it may now or hereafter have to the laying of venue of any action or proceeding arising out of or relating to this Agreement or any other Loan Document in any court referred to in paragraph (b) of this Section. Each of the parties hereto hereby irrevocably waives, and agrees not to assert in any proceeding, any claim that it is not personally subject to the fullest extent permitted by applicable lawjurisdiction of any such New York court, the defense or that such proceeding has been commenced in an improper or inconvenient forum. Each party hereto hereby irrevocably waives personal service of an inconvenient forum process and consents to the maintenance of such action or proceeding process being served in any such court. proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (dwith evidence of delivery) Each to such party hereto irrevocably consents at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process in the manner provided for notices in Section 17 of this Agreement (other than the provisions in Section 17 permitting notices to be delivered by electronic communications)and notice thereof. Nothing contained herein shall be deemed to limit in this Agreement will affect the any way any right of any party hereto to serve process in any other manner permitted by applicable law. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Governing Law Submission to Jurisdiction Etc. (a) This Agreement shall be governed by by, and construed in accordance with with, the laws of the State of Ohio, as applied to contracts entered into and to be performed in OhioNew York. (b) The Parties Company hereby irrevocably consent and agree that unconditionally, from and after the Effective Date, submits, for itself, its Subsidiaries and its and their property and assets, to the nonexclusive jurisdiction of any legal actionNew York state court or federal court of the United States of America sitting in New York City, suit New York, and any appellate court from any thereof, in any action or proceeding arising out of or in any way in connection with relating to this Agreement may be instituted or brought the other Note Documents, or for recognition or enforcement of any judgment in respect thereof, and the United States District Court for the Southern District of Ohio. The Parties Company hereby irrevocably consent and submit to, for themselves and unconditionally agrees that all claims in respect of their propertyany such action or proceeding may be heard and determined in any such New York state court or, generally and unconditionallyto the fullest extent permitted by applicable law, the jurisdiction of such Court, and to all proceedings in such Courtfederal court. Further, The Company hereby irrevocably consents to the Parties irrevocably consent to actual receipt service of copies of any summons and/or legal and complaint and any other process at their respective addresses as set forth in this Agreement as constituting in every respect sufficient and effective service of process which may be served in any such legal action or proceedingproceeding by certified mail, return receipt requested, or by delivering a copy of such process to the Company, at its address specified in Section 14, or by any other method permitted by law. The Parties further agree Company hereby agrees that a final judgment in any such legal action, suit 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. Nothing in this Agreement shall affect any right that any holder of Notes may otherwise have to bring any action or proceeding relating to this Agreement or the other Note Documents in the courts of any jurisdiction, whether within or outside the United States of America, by suit under judgment, a certified or exemplified copy of which will be conclusive evidence of the fact and the amount of the liability. (c) The Borrower Company hereby irrevocably and unconditionally waives, to the fullest extent permitted by applicable lawit may legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of any action or proceeding arising out of or relating to this Agreement or any the other Loan Document Note Documents in any court referred to in paragraph (b) of this SectionNew York state or federal court. Each of the parties hereto The Company hereby irrevocably waives, to the fullest extent permitted by applicable law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (d) Each party hereto irrevocably consents to service of process in the manner provided for notices in Section 17 of this Agreement (other than the provisions in Section 17 permitting notices to be delivered by electronic communications). Nothing in this Agreement will affect the right of any party hereto to serve process in any other manner permitted by applicable law.

Governing Law Submission to Jurisdiction Etc. (a) This Agreement shall be governed by by, and construed and enforced in accordance with with, the laws of the State of Ohio, as applied to contracts entered into and to be performed in OhioNew York. (b) The Parties Company hereby irrevocably consent and agree that unconditionally submits, for itself and its property and assets, to the nonexclusive jurisdiction of any legal actionNew York state court or federal court of the United States of America sitting in New York City, suit New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, the Notes or the other Note Documents, or for recognition or enforcement of any judgment in any way in connection with this Agreement may be instituted or brought in respect thereof, and the United States District Court for the Southern District of Ohio. The Parties Company hereby irrevocably consent and submit to, for themselves and unconditionally agrees that all claims in respect of their propertyany such action or proceeding may be heard and determined in any such New York state court or, generally and unconditionallyto the fullest extent permitted by applicable law, the jurisdiction of such Court, and to all proceedings in such Courtfederal court. Further, The Company hereby irrevocably consents to the Parties irrevocably consent to actual receipt service of copies of any summons and/or legal and complaint and any other process at their respective addresses as set forth in this Agreement as constituting in every respect sufficient and effective service of process which may be served in any such legal action or proceedingproceeding by certified mail, return receipt requested, or by delivering a copy of such process to the Company, at its address specified in Section 17 or by any other method permitted by law. The Parties further agree Company hereby agrees that a final judgment in any such legal action, suit 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. Nothing in this Agreement shall affect the right of any Holder to serve legal process in any other manner permitted by law or any right that any Holder may otherwise have to bring any action or proceeding relating to this Agreement, the Notes or the other Note Documents in the courts of any jurisdiction, whether within or outside the United States of America, by suit under judgment, a certified or exemplified copy of which will be conclusive evidence of the fact and the amount of the liability. (c) The Borrower Company irrevocably and unconditionally waives, to the fullest extent permitted by applicable lawit may legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of any action or proceeding arising out of or relating to this Agreement Agreement, the Notes or any the other Loan Document Note Documents in any court referred to in paragraph (b) of this SectionNew York state or federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (d) Each party hereto irrevocably consents to service of process in the manner provided for notices in Section 17 of this Agreement (other than the provisions in Section 17 permitting notices to be delivered by electronic communications). Nothing in this Agreement will affect the right of any party hereto to serve process in any other manner permitted by applicable law.

Governing Law Submission to Jurisdiction Etc. This Agreement and any right, remedy, obligation, claim, controversy, dispute or cause of action (awhether in contract, tort or otherwise) This based upon, arising out of or relating to this Agreement shall be governed by by, and construed in accordance with with, the laws law of the State of OhioNew York without regard to conflicts of law principles that would lead to the application of laws other than the law of the State of New York and, as applied to contracts entered into the extent applicable, the Bankruptcy Code. Each Subsidiary Guarantor irrevocably and unconditionally submits, for itself and its property, to be performed the exclusive jurisdiction of the Bankruptcy Court and, if the Bankruptcy Court does not have, or abstains from jurisdiction, the Supreme Court of the State of New York sitting in Ohio. (b) The Parties hereby irrevocably consent New York County and agree that any legal action, suit or proceeding arising out of or in any way in connection with this Agreement may be instituted or brought in the United States District Court for of the Southern District of Ohio. The Parties hereby irrevocably consent and submit to, for themselves and in respect of their property, generally and unconditionally, the jurisdiction of such CourtNew York, and to all proceedings any appellate court from any thereof, in such Court. Further, the Parties irrevocably consent to actual receipt of any summons and/or legal process at their respective addresses as set forth in this Agreement as constituting in every respect sufficient and effective service of process in any such legal action or proceeding. The Parties further agree that final judgment in any such legal action, suit or proceeding shall be conclusive and may be enforced in any other jurisdiction, whether within or outside the United States of America, by suit under judgment, a certified or exemplified copy of which will be conclusive evidence of the fact and the amount of the liability. (c) The Borrower irrevocably and unconditionally waives, to the fullest extent permitted by applicable law, any objection that it may now or hereafter have to the laying of venue of any action or proceeding arising out of or relating to this Agreement or any other Loan Document to which such Subsidiary Guarantor is a party, or for recognition or enforcement of any judgment. Each of the parties hereto irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, 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 any Secured Party or Administrative Agent may otherwise have to bring any action or proceeding relating to this Agreement against any Subsidiary Guarantor or its properties in the courts of any jurisdiction. To the fullest extent it may legally and effectively do so, each Subsidiary Guarantor irrevocably and unconditionally waives any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement in any court referred to in paragraph (b) of this Section. Each of the parties hereto hereby irrevocably waives, to To the fullest extent permitted by applicable law, each of the parties hereto irrevocably waives the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (d) . Each party hereto to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 17 of this Agreement (other than the provisions in Section 17 permitting notices to be delivered by electronic communications)6.01. Nothing in this Agreement will affect the right of any party hereto to this Agreement to serve process in any other manner permitted by applicable law.

Governing Law Submission to Jurisdiction Etc. (a) This All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by and construed in accordance with the laws internal Laws of the State Commonwealth of Ohio, as applied Pennsylvania applicable to contracts entered into made and to be performed entirely within such State. Each party agrees that all Proceedings concerning the interpretation, enforcement and defense of the transactions contemplated by this Agreement (whether brought against a party hereto or its respective Affiliates, employees or agents) shall be resolved in Ohio. (b) The Parties the Delaware Courts. Each party hereto hereby irrevocably consent and agree that submits to the non-exclusive jurisdiction of the Delaware Courts for the adjudication of any legal action, suit or proceeding arising out of dispute hereunder or in connection herewith or with any way in connection transaction contemplated hereby or discussed herein (including with respect to the enforcement of this Agreement may be instituted or brought in the United States District Court for the Southern District of Ohio. The Parties hereby irrevocably consent and submit to, for themselves and in respect of their property, generally and unconditionally, the jurisdiction of such CourtAgreement), and to all proceedings in such Court. Further, the Parties irrevocably consent to actual receipt of any summons and/or legal process at their respective addresses as set forth in this Agreement as constituting in every respect sufficient and effective service of process in any such legal action or proceeding. The Parties further agree that final judgment in any such legal action, suit or proceeding shall be conclusive and may be enforced in any other jurisdiction, whether within or outside the United States of America, by suit under judgment, a certified or exemplified copy of which will be conclusive evidence of the fact and the amount of the liability. (c) The Borrower irrevocably and unconditionally waives, to the fullest extent permitted by applicable law, any objection that it may now or hereafter have to the laying of venue of any action or proceeding arising out of or relating to this Agreement or any other Loan Document in any court referred to in paragraph (b) of this Section. Each of the parties hereto hereby irrevocably waives, and agrees not to assert in any Proceeding, any claim that it is not personally subject to the fullest extent permitted by applicable lawjurisdiction of any such Delaware Court, the defense or that such Proceeding has been commenced in an improper or inconvenient forum. Each party hereto hereby irrevocably waives personal service of an inconvenient forum process and consents to the maintenance of such action or proceeding process being served in any such court. Proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (dwith evidence of delivery) Each to such party hereto irrevocably consents at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process in the manner provided for notices in Section 17 of this Agreement (other than the provisions in Section 17 permitting notices to be delivered by electronic communications)and notice thereof. Nothing contained herein shall be deemed to limit in this Agreement will affect the any way any right of any party hereto to serve process in any other manner permitted by applicable lawLaw. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Governing Law Submission to Jurisdiction Etc. (a) This Agreement and the Note shall be governed by and construed in accordance with the internal laws of the State of Ohio, as applied New York without giving effect to contracts entered into and to be performed in Ohio. (b) conflict of law principles. The Parties Borrower hereby irrevocably consent and agree that unconditionally submits, for itself and its property (i) to the exclusive jurisdiction of any legal actionNew York State court or federal court of the United States sitting in New York City, suit and any appellate court from any thereof, in any action or proceeding arising out of or in any way in connection with relating to this Agreement may be instituted or brought in any of the other Financing Documents to which it is a party, and (ii) to the nonexclusive jurisdiction of any New York State court or federal court of the United States District Court sitting in New York City, and any appellate court from any thereof, and any court sitting in Chile, for the Southern District recognition or enforcement of Ohio. The Parties any such judgment, and the Borrower hereby irrevocably consent and submit to, for themselves and unconditionally agrees that all claims in respect of their propertyany such action or proceeding may be (i) heard and determined in any such New York State court or, generally to the fullest extent permitted by law, in such federal court and unconditionally, (ii) enforced in any such court or any court sitting in Chile. The Borrower hereby irrevocably appoints Guarantor as its agent to receive on behalf of itself and its property services of copies of the jurisdiction summons and complaint and any other process which may be served in any such action or proceeding. Such service may be made by mailing or delivering a copy of such Court, and process to all proceedings the Borrower in such Court. Further, the Parties irrevocably consent to actual receipt care of any summons and/or legal process Guarantor at their respective addresses as its address set forth in this Agreement as constituting in every respect sufficient Section 8.01, and effective the Borrower hereby irrevocably authorizes and directs Guarantor to accept such service on its behalf. As an alternative method of service, the Borrower also irrevocably consents to the service of any and all process in any such legal action or proceeding. The Parties further agree that final judgment in any proceeding by the air mailing of copies of such legal actionprocess to the Borrower, suit or proceeding shall be conclusive and may be enforced in any other jurisdiction, whether within or outside the United States of America, by suit under judgment, a certified or exemplified copy of which will be conclusive evidence of the fact and the amount of the liabilityat its then effective notice address pursuant to Section 8.01. (cb) The Borrower irrevocably and unconditionally waives, to the fullest extent permitted by applicable lawit may legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any of the other Loan Financing Document to which it is a party in any New York State or federal court referred to sitting in paragraph (b) of this SectionNew York City. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (dc) Each party hereto irrevocably consents To the extent that the Borrower has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to service judgment, attachment in aid of process in execution, execution or otherwise) with respect to itself or its property, the manner provided for notices in Section 17 Borrower hereby acknowledges and agrees that the activities contemplated by the provisions of this Agreement (and the other Financing Documents to which it is a party are commercial in nature, rather than governmental or public, and, therefore, irrevocably and unconditionally waives, to the provisions extent permitted under applicable law, such immunity in respect of its obligations under the Financing Documents to which it is a party and, without limiting the generality of the foregoing, agrees that the waivers set forth in this Section 17 permitting notices 8.07(c) shall have the fullest scope permitted under the Foreign Sovereign Immunities Act of 1976 of the United States and are intended to be delivered by electronic communications)irrevocable for purposes of such Act. Nothing Without prejudice to the foregoing, in any action, suit, proceeding, cross claim or counterclaim in respect of or arising out of this Agreement will affect whether in contract or tort, to the right extent that the Borrower has or hereafter acquires any immunity from jurisdiction of any party hereto court or from any legal process (whether from service of notice, attachment in aid of execution, attachment prior to serve process judgment, execution or otherwise) with respect to itself or its property, the Borrower hereby irrevocably waives such immunity in respect of its obligations under this Agreement, including, without limitation, a waiver of immunity from the jurisdiction of courts of the United States or of courts of the states of the United States pursuant to 28 U.S.C. § 1605(a)(1), a waiver of immunity from attachment in aid of execution or from execution pursuant to 28 U.S.C. §§ 1610(a)(1) and (b)(1), a waiver of immunity from attachment prior to judgment pursuant to 28 U.S.C. § 1610(d), and a waiver of any other manner permitted and all immunities provided by applicable lawthe International Organizations Immunities Act.