Common use of Jurisdiction of Disputes; Waiver of Jury Trial Clause in Contracts

Jurisdiction of Disputes; Waiver of Jury Trial. Each party to this Agreement hereby (a) agrees that any litigation, proceeding or other legal action in connection with or relating to this Agreement, any Related Agreement or any matters contemplated hereby or thereby, shall be brought by any party solely in a court of competent jurisdiction located within the County of New York, in the State of New York, whether a state or federal court; (b) agrees that in connection with any such litigation, proceeding or action, it will consent and submit to personal jurisdiction in any such court described in clause (a) of this Section 13.16 and to service of process upon it in accordance with the rules and statutes governing service of process; (c) agrees to waive to the full extent permitted by Law any objection that it may now or hereafter have to the venue of any such litigation, proceeding or action in any such court or that any such litigation, proceeding or action was brought in an inconvenient forum; (d) designates, appoints and directs CT Corporation System as its authorized agent to receive on its behalf service of any and all process and documents in any such litigation, proceeding or action in the County of New York, in the State of New York; (e) agrees to notify the other parties to this Agreement immediately if such agent shall refuse to act, or be prevented from acting, as agent and, in such event, promptly to designate another agent in the County of New York, in the State of New York to serve in place of such agent and deliver to the other parties written evidence of such substitute agent’s acceptance of such designation; (f) agrees as an alternative method of service to service of process in any such litigation, proceeding or action by mailing of copies thereof to it at its address set forth in Section 13.3; (g) agrees that any service made as provided herein shall be effective and binding service in every respect; and (h) agrees that nothing herein shall affect the rights of any party to effect service of process in any other manner permitted by Law. EACH PARTY HERETO IRREVOCABLY AND ABSOLUTELY WAIVES THE RIGHT TO A TRIAL BY JURY IN ANY DISPUTE IN CONNECTION WITH, ARISING UNDER OR RELATING TO THIS AGREEMENT, ANY RELATED AGREEMENT OR ANY MATTERS CONTEMPLATED HEREBY OR THEREBY, AND AGREES TO TAKE ANY AND ALL ACTION NECESSARY OR APPROPRIATE TO EFFECT SUCH WAIVER.

Jurisdiction of Disputes; Waiver of Jury Trial. Each In the event any party to this Agreement hereby (a) agrees that commences any litigation, proceeding or other legal action in connection with or relating to this Agreement, any Related Agreement or any matters described or contemplated herein, with respect to any of the matters described or contemplated herein or therein, the parties to this Agreement hereby (a) agree under all circumstances absolutely and irrevocably to institute any litigation, proceeding or thereby, shall be brought by any party solely other legal action in a court of competent jurisdiction located within the City and County of New YorkBroward, in the State of New YorkFlorida, whether a state or federal court; (b) agrees agree that in connection with the event of any such litigation, proceeding or action, it such parties will consent and submit to personal jurisdiction in any such court described in clause (a) of this Section 13.16 and to service of process upon it them in accordance with the rules and statutes governing service of processprocess (it being understood that nothing in this Section shall be deemed to prevent any party from seeking to remove any action to a federal court in Broward County, Florida); (c) agrees agree to waive to the full extent permitted by Law law any objection that it they may now or hereafter have to the venue of any such litigation, proceeding or action in any such court or that any such litigation, proceeding or action was brought in an inconvenient forum; (d) designates, appoints and directs CT Corporation System as its authorized agent to receive on its behalf service of any and all process and documents in any such litigation, proceeding or action in the County of New York, in the State of New York; (e) agrees to notify the other parties to this Agreement immediately if such agent shall refuse to act, or be prevented from acting, as agent and, in such event, promptly to designate another agent in the County of New York, in the State of New York to serve in place of such agent and deliver to the other parties written evidence of such substitute agent’s acceptance of such designation; (f) agrees agree as an alternative method of service to service of process in any such litigation, legal proceeding or action by mailing of copies thereof to it such party at its address set forth here in Section 13.3for communications to such party; (ge) agrees agree that any service made as provided herein shall be effective and binding service in every respect; and (hf) agrees agree that nothing herein shall affect the rights of any party to effect service of process in any other manner permitted by Law. EACH PARTY HERETO IRREVOCABLY AND ABSOLUTELY WAIVES THE RIGHT TO A TRIAL BY JURY IN ANY DISPUTE IN CONNECTION WITH, ARISING UNDER WITH OR RELATING TO THIS AGREEMENT, ANY RELATED AGREEMENT OR ANY MATTERS DESCRIBED OR CONTEMPLATED HEREBY HEREIN OR THEREBYTHEREIN, AND AGREES AGREE TO TAKE ANY AND ALL ACTION NECESSARY OR APPROPRIATE TO EFFECT SUCH WAIVER.

Jurisdiction of Disputes; Waiver of Jury Trial. Each party to this Agreement hereby (a) agrees that any litigation, proceeding or other legal action Proceeding in connection with or relating to this Agreement, any Related Agreement or any matters contemplated hereby or thereby, shall be brought by any party solely in a court of competent jurisdiction located within the County of New York, in the State of New York, whether a state or federal court; (b) agrees that in connection with any such litigation, proceeding Proceeding or action, it will consent and submit to personal jurisdiction in any such court described in clause (a) of this Section 13.16 and to service of process upon it in accordance with the rules and statutes governing service of process; (c) agrees to waive to the full extent permitted by Law any objection that it may now or hereafter have to the venue of any such litigation, proceeding or action Proceeding in any such court or that any such litigation, proceeding or action Proceeding was brought in an inconvenient forum; (d) designates, appoints and directs CT Corporation System as its authorized agent to receive on its behalf service of any and all process and documents in any such litigation, proceeding or action in the County of New York, in the State of New York; (e) agrees to notify the other parties to this Agreement immediately if such agent shall refuse to act, or be prevented from acting, as agent and, in such event, promptly to designate another agent in the County of New York, in the State of New York to serve in place of such agent and deliver to the other parties written evidence of such substitute agent’s acceptance of such designation; (f) agrees as an alternative method of service to service of process in any such litigation, proceeding or action by mailing of copies thereof to it at its address set forth in Section 13.3; (g) agrees that any service made as provided herein shall be effective and binding service in every respect; and (h) agrees that nothing herein shall affect the rights of any party to effect service of process in any other manner permitted by Law. EACH PARTY HERETO IRREVOCABLY AND ABSOLUTELY WAIVES THE RIGHT TO A TRIAL BY JURY IN ANY DISPUTE IN CONNECTION WITH, ARISING UNDER OR RELATING TO THIS AGREEMENT, ANY RELATED AGREEMENT OR ANY MATTERS CONTEMPLATED HEREBY OR THEREBY, AND AGREES TO TAKE ANY AND ALL ACTION NECESSARY OR APPROPRIATE TO EFFECT SUCH WAIVER.

Jurisdiction of Disputes; Waiver of Jury Trial. Each party to this Agreement agreement hereby (a) agrees that any litigation, proceeding or other legal action in connection with or relating to this Agreement, any Related Agreement or any matters contemplated hereby or thereby, shall be brought by any party solely in a court of competent jurisdiction located within the County City of New YorkChicago, in the State of New YorkIllinois, whether a state or federal court; (b) agrees that in connection with any such litigation, proceeding or action, it will consent and submit to personal jurisdiction in any such court described in clause (a) of this Section 13.16 and to service of process upon it in accordance with the rules and statutes governing service of process; (c) agrees to waive to the full extent permitted by Law any objection that it may now or hereafter have to the venue of any such litigation, proceeding or action in any such court or that any such litigation, proceeding or action was brought in an inconvenient forum; (d) designates, appoints and directs CT Corporation System as its authorized agent to receive on its behalf service of any and all process and documents in any such litigation, proceeding or action in the County City of New YorkChicago, in the State of New YorkIllinois; (e) agrees to notify the other parties to this Agreement immediately if such agent shall refuse to act, or be prevented from acting, as agent and, in such event, promptly to designate another agent in the County City of New YorkChicago, in the State of New York Illinois to serve in place of such agent and deliver to the other parties written evidence of such substitute agent’s acceptance of such designation; (f) agrees as an alternative method of service to service of process in any such litigation, proceeding or action by mailing of copies thereof to it at its address set forth in Section 13.3; (g) agrees that any service made as provided herein shall be effective and binding service in every respect; and (h) agrees that nothing herein shall affect the rights of any party to effect service of process in any other manner permitted by Law. EACH PARTY HERETO IRREVOCABLY AND ABSOLUTELY WAIVES THE RIGHT TO A TRIAL BY JURY IN ANY DISPUTE IN CONNECTION WITH, ARISING UNDER OR RELATING TO THIS AGREEMENT, ANY RELATED AGREEMENT OR ANY MATTERS CONTEMPLATED HEREBY OR THEREBY, AND AGREES TO TAKE ANY AND ALL ACTION NECESSARY OR APPROPRIATE TO EFFECT SUCH WAIVER.

Jurisdiction of Disputes; Waiver of Jury Trial. Each In the event any party to this Agreement hereby (a) agrees that commences any litigation, proceeding or other legal action in connection with or relating to this Agreement, any Related Agreement or any matters described or contemplated herein or therein, the parties to this Agreement hereby (a) agree that any such litigation, proceeding or thereby, other legal action shall be brought by any party solely exclusively in a court of competent jurisdiction located within the County of New York, in the State of New York, whether a state or federal court; (b) agrees agree that in connection with any such litigation, proceeding or action, it such parties will consent and submit to personal jurisdiction in any such court described in clause (a) of this Section 13.16 15.17 and to service of process upon it them in accordance with the rules and statutes governing service of process; (c) agrees agree to waive to the full extent permitted by Law law any objection that it they may now or hereafter have to the venue of any such litigation, proceeding or action in any such court or that any such litigation, proceeding or action was brought in an inconvenient forum; (d) designatesdesignate, appoints appoint and directs direct CT Corporation System as its their authorized agent to receive on its their behalf service of any and all process and documents in any such litigation, legal proceeding or action in the County of New York, in the State of New York; (e) agrees agree to notify the other parties to this Agreement immediately if such agent shall refuse to act, or be prevented from acting, as agent and, in such event, promptly to designate another agent in the County of New York, in the State of New York to serve in place of such agent and deliver to the other parties written evidence of such substitute agent’s acceptance of such designation; (f) agrees agree as an alternative method of service to service of process in any such litigation, proceeding or action by mailing of copies thereof to it the parties at its address their addresses set forth in Section 13.315.3; (g) agrees agree that any service made as provided herein shall be effective and binding service in every respect; and (h) agrees agree that nothing herein shall affect the rights of any party to effect service of process in any other manner permitted by Law. EACH PARTY HERETO IRREVOCABLY AND ABSOLUTELY WAIVES THE RIGHT TO A TRIAL BY JURY IN ANY DISPUTE IN CONNECTION WITH, ARISING UNDER WITH OR RELATING TO THIS AGREEMENT, ANY RELATED AGREEMENT OR ANY MATTERS DESCRIBED OR CONTEMPLATED HEREBY HEREIN OR THEREBYTHEREIN, AND AGREES TO TAKE ANY AND ALL ACTION NECESSARY OR APPROPRIATE TO EFFECT SUCH WAIVER.

Jurisdiction of Disputes; Waiver of Jury Trial. Each party to this Agreement Party hereby (a) agrees that any litigation, proceeding or other legal action Proceeding in connection with or relating to this Agreement, any Related Agreement or any matters contemplated hereby or therebyhereby, shall be brought by any party Party solely in a court of competent jurisdiction located within the County of New York, in the State of New YorkDelaware, whether a state or federal court; , (b) agrees that in connection with any such litigation, proceeding or actionProceeding, it will consent and submit to personal jurisdiction in any such court described in clause (a) of this Section 13.16 10.17 and to service of process upon it in accordance with the rules and statutes governing service of process; , (c) agrees to waive to the full extent permitted by Law any objection that it may now or hereafter have to the venue of any such litigation, proceeding or action Proceeding in any such court or that any such litigation, proceeding or action Proceeding was brought in an inconvenient forum; , (d) designates, appoints and directs CT Corporation System as its authorized agent to receive on its behalf service of any and all process and documents in any such litigation, proceeding or action in the County of New York, in the State of New York; (e) agrees to notify the other parties to this Agreement immediately if such agent shall refuse to act, or be prevented from acting, as agent and, in such event, promptly to designate another agent in the County of New York, in the State of New York to serve in place of such agent and deliver to the other parties written evidence of such substitute agent’s acceptance of such designation; (f) agrees as an alternative method of service to service of process in any such litigation, proceeding or action Proceeding by mailing of copies thereof to it at its address set forth in Section 13.3; 10.3, (ge) agrees that any service made as provided herein shall be effective and binding service in every respect; respect and (hf) agrees that nothing herein shall affect the rights of any party Party to effect service of process in any other manner permitted by Law. EACH PARTY HERETO IRREVOCABLY AND ABSOLUTELY WAIVES THE RIGHT TO A TRIAL BY JURY IN ANY DISPUTE IN CONNECTION WITH, ARISING UNDER OR RELATING TO THIS AGREEMENT, ANY RELATED AGREEMENT OR ANY MATTERS CONTEMPLATED HEREBY OR THEREBYHEREBY, AND AGREES TO TAKE ANY AND ALL ACTION NECESSARY OR APPROPRIATE TO EFFECT SUCH WAIVER.

Jurisdiction of Disputes; Waiver of Jury Trial. Each In the event any party to this Agreement hereby (a) agrees that commences any litigation, proceeding or other legal action in connection with or relating to this Agreement, any Related Agreement or any matters contemplated hereby or thereby, shall each party to this Agreement hereby (a) agrees that any such litigation, proceeding or other legal action may be brought by any party solely in a federal court of competent jurisdiction located within the County Eastern District of New York, in the State of New York, whether a state or federal courtVirginia; (b) agrees that in connection with any such litigation, proceeding or action, it such party will consent and submit to personal jurisdiction in any such court described in clause (a) of this Section 13.16 10.16 and to service of process upon it in accordance with the rules and statutes governing service of process; (c) agrees to waive to the full extent permitted by Law any objection that it may now or hereafter have to the venue of any such litigation, proceeding or action in any such court or that any such litigation, proceeding or action was brought in an inconvenient forum; (d) designates, appoints and directs CT Corporation System as its authorized agent to receive on its behalf service of any and all process and documents in any such litigation, proceeding or action in the County of New York, in the State of New York; (e) agrees to notify the other parties to this Agreement immediately if such agent shall refuse to act, or be prevented from acting, as agent and, in such event, promptly to designate another agent in the County of New York, in the State of New York to serve in place of such agent and deliver to the other parties written evidence of such substitute agent’s acceptance of such designation; (f) agrees as an alternative method of service to service of process in any such litigation, proceeding or action by mailing of copies thereof to it such party at its address set forth in Section 13.310.3; (ge) agrees that any service made as provided herein shall be effective and binding service in every respect; and (hf) agrees that nothing herein shall affect the rights of any either party to effect service of process in any other manner permitted by Law. EACH PARTY HERETO IRREVOCABLY AND ABSOLUTELY WAIVES THE RIGHT TO A TRIAL BY JURY IN ANY DISPUTE IN CONNECTION WITH, ARISING UNDER WITH OR RELATING TO THIS AGREEMENT, ANY RELATED AGREEMENT OR ANY MATTERS CONTEMPLATED HEREBY OR THEREBY, AND AGREES TO TAKE ANY AND ALL ACTION ACTION(S) NECESSARY OR APPROPRIATE TO EFFECT SUCH WAIVER.

Jurisdiction of Disputes; Waiver of Jury Trial. Each party to this Agreement hereby hereby: (a) agrees that any litigation, proceeding Proceeding or other legal action in connection with or relating to this Agreement, any Related Agreement or any matters contemplated hereby or thereby, shall be brought by any party solely in a court of competent jurisdiction located within the County of New York, in the State of New York, whether a state or federal court; (b) agrees that in connection with any such litigation, proceeding Proceeding or action, it such party will consent and submit to personal jurisdiction in any such court described in clause (a) of this Section 13.16 and to service of process upon it in accordance with the rules and statutes governing service of process; (c) agrees to waive to the full extent permitted by Law any objection that it may now or hereafter have to the venue of any such litigation, proceeding Proceeding or action in any such court or that any such litigation, proceeding Proceeding or action was brought in an inconvenient forum; (d) designates, appoints and directs CT Corporation System as its authorized agent to receive on its behalf service of any and all process and documents in any such litigation, proceeding Proceeding or action in the County of New York, in the State of New York; (e) agrees to notify the other parties to this Agreement immediately if such agent shall refuse to act, or be prevented from acting, as agent and, in such event, promptly to designate another agent in the County of New York, in the State of New York to serve in place of such agent and deliver to the other parties written evidence of such substitute agent’s 's acceptance of such designation; (f) agrees as an alternative method of service to service of process in any such litigation, proceeding Proceeding or action by mailing of copies thereof to it such party at its address set forth in Section 13.3; (g) agrees that any service made as provided herein shall be effective and binding service in every respect; and (h) agrees that nothing herein shall affect the rights of any party to effect service of process in any other manner permitted by Law. EACH PARTY HERETO IRREVOCABLY AND ABSOLUTELY WAIVES THE RIGHT TO A TRIAL BY JURY IN ANY DISPUTE IN CONNECTION WITH, ARISING UNDER OR RELATING TO THIS AGREEMENT, ANY RELATED AGREEMENT OR ANY MATTERS CONTEMPLATED HEREBY OR THEREBY, AND AGREES TO TAKE ANY AND ALL ACTION NECESSARY OR APPROPRIATE TO EFFECT SUCH WAIVER.

Jurisdiction of Disputes; Waiver of Jury Trial. Each In the event any party to this Agreement hereby (a) agrees that commences any litigation, proceeding or other legal action in connection with or relating to this Agreement, any Related Agreement or any matters described or contemplated herein or therein, with respect to any of the matters described or contemplated herein or therein, the parties to this Agreement hereby (a) agree under all circumstances absolutely and irrevocably to institute any litigation, proceeding or thereby, shall be brought by any party solely other legal action in a court of competent jurisdiction located within the County City of New York, in the State of New York, whether a state or federal court; (b) agrees agree that in connection with the event of any such litigation, proceeding or action, it such parties will consent and submit to personal jurisdiction in any such court described in clause (a) of this Section 13.16 and to service of process upon it them in accordance with the rules and statutes governing service of processprocess (it being understood that nothing in this Section shall be deemed to prevent any party from seeking to remove any action to the United States District Court for the Southern District of New York); (c) agrees agree to waive to the full extent permitted by Law law any objection that it they may now or hereafter have to the venue of any such litigation, proceeding or action in any such court or that any such litigation, proceeding or action was brought in an inconvenient forum; (d) designatesdesignate, appoints appoint and directs direct CT Corporation System as its authorized agent to receive on its behalf service of any and all process and documents in any such litigation, legal proceeding or action in the County of New York, in the State of New York; (e) agrees agree to notify the other parties to this Agreement immediately if such agent shall refuse to act, or be prevented from acting, as agent and, in such event, promptly to designate another agent in the County of New York, in the State of New York satisfactory to Seller and Purchaser, to serve in place of such agent and deliver to the other parties party written evidence of such substitute agent’s acceptance of such designation; (f) agrees agree as an alternative method of service to service of process in any such litigation, legal proceeding or action by mailing of copies thereof to it such party at its address set forth in Section 13.310.3 for communications to such party; (g) agrees agree that any service made as provided herein shall be effective and binding service in every respect; and (h) agrees agree that nothing herein shall affect the rights of any party to effect service of process in any other manner permitted by Law. EACH PARTY HERETO IRREVOCABLY AND ABSOLUTELY WAIVES THE RIGHT TO A TRIAL BY JURY IN ANY DISPUTE IN CONNECTION WITHEach party hereto waives the right to a trial by jury in any dispute in connection with or relating to this Agreement, ARISING UNDER OR RELATING TO THIS AGREEMENTany Related Agreement or any matters described or contemplated herein or therein, ANY RELATED AGREEMENT OR ANY MATTERS CONTEMPLATED HEREBY OR THEREBY, AND AGREES TO TAKE ANY AND ALL ACTION NECESSARY OR APPROPRIATE TO EFFECT SUCH WAIVERand agree to take any and all action necessary or appropriate to effect such waiver.

Jurisdiction of Disputes; Waiver of Jury Trial. Each In the event any party to this Agreement hereby (a) agrees that commences any litigation, proceeding or other legal action in connection with or relating to this Agreement, any Related Agreement or any matters described or contemplated herein or therein, with respect to any of the matters described or contemplated herein or therein, the parties to this Agreement hereby (a) agree under all circumstances absolutely and irrevocably to institute any litigation, proceeding or thereby, shall be brought by any party solely other legal action in a court of competent jurisdiction located within the County City of New York, in the State of New York, whether a state or federal court; (b) agrees agree that in connection with the event of any such litigation, proceeding or action, it such parties will consent and submit to personal jurisdiction in any such court described in clause (a) of this Section 13.16 and to service of process upon it them in accordance with the rules and statutes governing service of processprocess (it being understood that nothing in this Section shall be deemed to prevent any party from seeking to remove any action to a federal court in New York, New York; (c) agrees agree to waive to the full extent permitted by Law law any objection that it they may now or hereafter have to the venue of any such litigation, proceeding or action in any such court or that any such litigation, proceeding or action was brought in an inconvenient forum; (d) designatesdesignate, appoints appoint and directs direct CT Corporation System as its authorized agent to receive on its behalf service of any and all process and documents in any such litigation, legal proceeding or action in the County of New York, in the State of New York; (e) agrees agree to notify the other parties to this Agreement immediately if such agent shall refuse to act, or be prevented from acting, as agent and, in such event, promptly to designate another agent in the County City of New York, in the State of New York satisfactory to Sellers and Buyer, to serve in place of such agent and deliver to the other parties written evidence of such substitute agent’s 's acceptance of such designation; (f) agrees agree as an alternative method of service to service of process in any such litigation, legal proceeding or action by mailing of copies thereof to it such party at its address set forth here in Section 13.3for communications to such party; (g) agrees agree that any service made as provided herein shall be effective and binding service in every respect; and (h) agrees agree that nothing herein shall affect the rights of any party to effect service of process in any other manner permitted by Law. EACH PARTY HERETO IRREVOCABLY AND ABSOLUTELY WAIVES THE RIGHT TO A TRIAL BY JURY IN ANY DISPUTE IN CONNECTION WITH, ARISING UNDER WITH OR RELATING TO THIS AGREEMENT, ANY RELATED AGREEMENT OR ANY MATTERS DESCRIBED OR CONTEMPLATED HEREBY HEREIN OR THEREBYTHEREIN, AND AGREES AGREE TO TAKE ANY AND ALL ACTION NECESSARY OR APPROPRIATE TO EFFECT SUCH WAIVER.

Jurisdiction of Disputes; Waiver of Jury Trial. Each In the event either party to this Agreement hereby (a) agrees that commences any litigation, proceeding or other legal action in connection with or relating to this Agreement, any Related Agreement or any matters described or contemplated herein, with respect to any matters described or contemplated herein, the parties to this Agreement hereby (a) agree under all circumstances absolutely and irrevocably to institute any litigation, proceeding or thereby, shall be brought by any party solely other legal action in a court of competent jurisdiction located within the County city of New YorkDallas, in the State of New YorkTexas, whether a state or federal court; , (b) agrees agree that in connection with the event of any such litigation, proceeding or action, it such parties will consent and submit to personal jurisdiction in any such court described in clause (a) of this Section 13.16 and to service of process upon it them in accordance with the rules and statutes governing service of process; process (it being understood that nothing in this Section shall be deemed to prevent any party from seeking to remove any action to a federal court in Dallas, Texas), (c) agrees agree to waive to the full extent permitted by Law law any objection that it they may now or hereafter have to the venue of any such litigation, proceeding or action in any such court or that any such litigation, proceeding or action was brought in an inconvenient forum; , (d) designatesdesignate, appoints appoint and directs direct CT Corporation System as its authorized agent to receive on its behalf service of any and all process and documents in any such litigation, legal proceeding or action in the County of New York, in the State of New York; Texas, (e) agrees agree to notify the other parties party to this Agreement immediately if such agent shall refuse to act, or be prevented from acting, as agent and, in such event, promptly to designate another agent in the County City of New YorkDallas, in the State of New York Texas, satisfactory to ACG and Ionex, to serve in place of such agent and deliver to the other parties party written evidence of such substitute agent’s 's acceptance of such designation; (f) agrees agree as an alternative method of service to service of process in any such litigation, legal proceeding or action by mailing of copies thereof to it such party at its address set forth in Section 13.3; herein for communications to such party, (g) agrees agree that any service made as provided herein shall be effective and binding service in every respect; and (h) agrees agree that nothing herein shall affect the rights of any party to effect service of process in any other manner permitted by Law. EACH PARTY HERETO IRREVOCABLY AND ABSOLUTELY WAIVES THE RIGHT TO A TRIAL BY JURY IN ANY DISPUTE IN CONNECTION WITH, ARISING UNDER WITH OR RELATING TO THIS AGREEMENT, ANY RELATED AGREEMENT OR ANY MATTERS DESCRIBED OR CONTEMPLATED HEREBY OR THEREBYHEREIN, AND AGREES AGREE TO TAKE ANY AND ALL ACTION NECESSARY OR APPROPRIATE TO EFFECT SUCH WAIVER. (The remainder of this page is left intentionally blank.)

Jurisdiction of Disputes; Waiver of Jury Trial. Each In the event any party to this Agreement hereby (a) agrees that commences any litigation, proceeding or other legal action in connection with or relating to this Agreement, any Related Agreement or any matters contemplated hereby or thereby, shall each party to this Agreement hereby (a) agrees that any such litigation, proceeding or other legal action may be brought by any party solely in a court of competent jurisdiction located within the County of New York, in the State of New York, whether a state or federal courtDelaware; (b) agrees that in connection with any such litigation, proceeding or action, it such party will consent and submit to personal jurisdiction in any such court described in clause (a) of this Section 13.16 8.9 and to service of process upon it in accordance with the rules and statutes governing service of process; (c) agrees to waive to the full extent permitted by Law law any objection that it may now or hereafter have to the venue of any such litigation, proceeding or action in any such court or that any such litigation, proceeding or action was brought in an inconvenient forum; (d) designatesagrees, appoints within ten days after the Closing Date, to designate, appoint and directs direct CT Corporation System as its authorized agent to receive on its behalf service of any and all process and documents in any such litigation, proceeding or action in the County of New York, in the State of New YorkDelaware, provided that, and for so long as, the fees and disbursements of CT Corporation are paid by the Surviving Corporation; (e) agrees to notify the other parties to this Agreement immediately if such agent shall refuse to act, or be prevented from acting, as agent and, in such event, promptly to designate another agent in the County of New York, in the State of New York Delaware to serve in place of such agent and deliver to the other parties written evidence of such substitute agent’s acceptance of such designation; (f) agrees as an alternative method of service to service of process in any such litigation, proceeding or action by mailing of copies thereof to it such party at its address set forth in Section 13.38.4; (g) agrees that any service made as provided herein shall be effective and binding service in every respect; and (h) agrees that nothing herein shall affect the rights of any party to effect service of process in any other manner permitted by Lawapplicable Legal Requirements. Parent shall cause the Surviving Corporation to pay all fees and disbursements of CT Corporation for its appointment pursuant to clause (d) of this Section 8.9. EACH PARTY HERETO IRREVOCABLY AND ABSOLUTELY WAIVES THE RIGHT TO A TRIAL BY JURY IN ANY DISPUTE IN CONNECTION WITH, ARISING UNDER WITH OR RELATING TO THIS AGREEMENT, ANY RELATED RELATE AGREEMENT OR ANY MATTERS CONTEMPLATED HEREBY OR THEREBY, AND AGREES TO TAKE ANY AND ALL ACTION NECESSARY OR APPROPRIATE TO EFFECT SUCH WAIVER.

Jurisdiction of Disputes; Waiver of Jury Trial. Each In the event any party to this Agreement hereby (a) agrees that commences any litigation, proceeding or other legal action in connection with or relating to this Agreement, any Related Agreement or any matters described or contemplated herein or therein, with respect to any of the matters described or contemplated herein or therein, the parties to this Agreement hereby (a) agree under all circumstances absolutely and irrevocably to institute any litigation, proceeding or thereby, shall be brought by any party solely other legal action in a court of competent jurisdiction located within the County City of New York, in the State of New York, whether a state or federal court; (b) agrees agree that in connection with the event of any such litigation, proceeding or action, it such parties will consent and submit to personal jurisdiction in any such court described in clause (a) of this Section 13.16 and to service of process upon it them in accordance with the rules and statutes governing service of processprocess (it being understood that nothing in this Section 14.11 shall be deemed to prevent any party from seeking to remove any action to a federal court in New York, New York); (c) agrees agree to waive to the full fullest extent permitted by Law law any objection that it they may now or hereafter have to the venue of any such litigation, proceeding or action in any such court or that any such litigation, proceeding or action was brought in an inconvenient forum; (d) designates, appoints and directs CT Corporation System as its authorized agent to receive on its behalf service of any and all process and documents in any such litigation, proceeding or action in the County of New York, in the State of New York; (e) agrees to notify the other parties to this Agreement immediately if such agent shall refuse to act, or be prevented from acting, as agent and, in such event, promptly to designate another agent in the County of New York, in the State of New York to serve in place of such agent and deliver to the other parties written evidence of such substitute agent’s acceptance of such designation; (f) agrees agree as an alternative method of service to service of process in any such litigation, legal proceeding or action by mailing of copies thereof to it such party at its address set forth in Section 13.314.3 for communications to such party; (ge) agrees agree that any service made as provided herein shall be effective and binding service in every respect; and (hf) agrees agree that nothing herein shall affect the rights of any party to effect service of process in any other manner permitted by Law. EACH PARTY HERETO IRREVOCABLY AND ABSOLUTELY WAIVES THE RIGHT TO A TRIAL BY JURY IN ANY DISPUTE IN CONNECTION WITH, ARISING UNDER WITH OR RELATING TO THIS AGREEMENT, ANY RELATED AGREEMENT OR ANY MATTERS DESCRIBED OR CONTEMPLATED HEREBY HEREIN OR THEREBYTHEREIN, AND AGREES AGREE TO TAKE ANY AND ALL ACTION NECESSARY OR APPROPRIATE TO EFFECT SUCH WAIVER.

Jurisdiction of Disputes; Waiver of Jury Trial. Each party to this Agreement Party hereby (a) agrees that any litigation, proceeding or other legal action Proceeding in connection with or relating to this Agreement, any Related Agreement or any matters contemplated hereby or therebyhereby, shall be brought by any party Party solely in a court of competent jurisdiction located within the County of New York, in the State of New YorkDelaware, whether a state or federal court; , (b) agrees that in connection with any such litigation, proceeding or actionProceeding, it will consent and submit to personal jurisdiction in any such court described in clause (a) of this Section 13.16 9.16 and to service of process upon it in accordance with the rules and statutes governing service of process; , (c) agrees to waive to the full extent permitted by Law any objection that it may now or hereafter have to the venue of any such litigation, proceeding or action Proceeding in any such court or that any such litigation, proceeding or action Proceeding was brought in an inconvenient forum; , (d) designates, appoints and directs CT Corporation System as its authorized agent to receive on its behalf service of any and all process and documents in any such litigation, proceeding or action in the County of New York, in the State of New York; (e) agrees to notify the other parties to this Agreement immediately if such agent shall refuse to act, or be prevented from acting, as agent and, in such event, promptly to designate another agent in the County of New York, in the State of New York to serve in place of such agent and deliver to the other parties written evidence of such substitute agent’s acceptance of such designation; (f) agrees as an alternative method of service to service of process in any such litigation, proceeding or action Proceeding by mailing of copies thereof to it at its address set forth in Section 13.3; 9.3, (ge) agrees that any service made as provided herein shall be effective and binding service in every respect; respect and (hf) agrees that nothing herein shall affect the rights of any party Party to effect service of process in any other manner permitted by Law. EACH PARTY HERETO IRREVOCABLY AND ABSOLUTELY WAIVES THE RIGHT TO A TRIAL BY JURY IN ANY DISPUTE IN CONNECTION WITH, ARISING UNDER OR RELATING TO THIS AGREEMENT, ANY RELATED AGREEMENT OR ANY MATTERS CONTEMPLATED HEREBY OR THEREBYHEREBY, AND AGREES TO TAKE ANY AND ALL ACTION NECESSARY OR APPROPRIATE TO EFFECT SUCH WAIVER.

Jurisdiction of Disputes; Waiver of Jury Trial. Each In the event any party to this Agreement hereby (a) agrees that commences any litigation, proceeding or other legal action in connection with or relating to this Agreement, any Related Agreement or any matters described or contemplated herein or therein, with respect to any of the matters described or contemplated herein or therein, the parties to this Agreement hereby (a) agree under all circumstances absolutely and irrevocably to institute any litigation, proceeding or thereby, shall be brought by any party solely other legal action in a court of competent jurisdiction located within the County City of New York, in the State of New York, whether a state or federal court; (b) agrees agree that in connection with the event of any such litigation, proceeding or action, it such parties will consent and submit to personal jurisdiction in any such court described in clause (a) of this Section 13.16 and to service of process upon it them in accordance with the rules and statutes governing service of processprocess (it being understood that nothing in this Section 12 shall be deemed to prevent any party from seeking to remove any action to a federal court in New York, New York; (c) agrees agree to waive to the full fullest extent permitted by Law law any objection that it they may now or hereafter have to the venue of any such litigation, proceeding or action in any such court or that any such litigation, proceeding or action was brought in an inconvenient forum; (d) designatesdesignate, appoints appoint and directs direct CT Corporation System as its authorized agent to receive on its behalf service of any and all process and documents in any such litigation, legal proceeding or action in the County of New York, in the State of New York; (e) agrees agree to notify the other parties to this Agreement immediately if such agent shall refuse to act, or be prevented from acting, as agent and, in such event, promptly to designate another agent in the County City of New York, in satisfactory to the State of New York Member Representative and Public Company, to serve in place of such agent and deliver to the other parties party written evidence of such substitute agent’s acceptance of such designation; (f) agrees agree as an alternative method of service to service of process in any such litigation, legal proceeding or action by mailing of copies thereof to it such party at its address set forth in Section 13.312 for communications to such party; (g) agrees agree that any service made as provided herein shall be effective and binding service in every respect; and (h) agrees agree that nothing herein shall affect the rights of any party to effect service of process in any other manner permitted by Lawlaw. EACH PARTY HERETO IRREVOCABLY AND ABSOLUTELY WAIVES THE RIGHT TO A TRIAL BY JURY IN ANY DISPUTE IN CONNECTION WITH, ARISING UNDER WITH OR RELATING TO THIS AGREEMENT, ANY RELATED AGREEMENT OR ANY MATTERS DESCRIBED OR CONTEMPLATED HEREBY OR THEREBYHEREIN, AND AGREES TO TAKE ANY AND ALL ACTION NECESSARY OR APPROPRIATE TO EFFECT SUCH WAIVER.

Jurisdiction of Disputes; Waiver of Jury Trial. Each Subject to the provisions of Section 12.7 which shall govern any claim for indemnification as discussed therein, each party to this Agreement agreement hereby (a) agrees that any litigation, proceeding or other legal action Proceeding in connection with or relating to this Agreement, any Related Agreement or any matters contemplated hereby or thereby, shall may be brought by any either party solely in a court of competent jurisdiction located within the County of New York, in the State of New YorkDelaware, whether a state or federal court; (b) agrees that in connection with any such litigationProceeding, proceeding or action, it will such party shall consent and submit to personal jurisdiction in any such court described in clause (a) of this Section 13.16 13.14 and to service of process upon it in accordance with the rules and statutes governing service of process; (c) agrees to waive to the full extent permitted by Law any objection that it may now or hereafter have to the venue of any such litigation, proceeding or action Proceeding in any such court or that any such litigation, proceeding or action Proceeding was brought in an inconvenient forum; (d) designates, appoints and directs CT Corporation System as its authorized agent to receive on its behalf service of any and all process and documents in any such litigation, proceeding or action in the County of New York, in the State of New York; (e) agrees to notify the other parties to this Agreement immediately if such agent shall refuse to act, or be prevented from acting, as agent and, in such event, promptly to designate another agent in the County of New York, in the State of New York to serve in place of such agent and deliver to the other parties written evidence of such substitute agent’s acceptance of such designation; (f) agrees as an alternative method of service to service of process in any such litigation, proceeding or action Proceeding by mailing of copies thereof to it such party at its address set forth in Section 13.3; (ge) agrees that any service made as provided herein shall be effective and binding service in every respect; and (hf) agrees that nothing herein shall affect the rights of any either party to effect service of process in any other manner permitted by Law. EACH PARTY HERETO IRREVOCABLY AND ABSOLUTELY WAIVES THE RIGHT TO A TRIAL BY JURY IN ANY DISPUTE IN CONNECTION WITH, ARISING UNDER OR RELATING TO THIS AGREEMENT, ANY RELATED AGREEMENT OR ANY MATTERS CONTEMPLATED HEREBY OR THEREBY, AND AGREES TO TAKE ANY AND ALL ACTION NECESSARY OR APPROPRIATE TO EFFECT SUCH WAIVER.

Jurisdiction of Disputes; Waiver of Jury Trial. Each In the event any party to this Agreement hereby (a) agrees that commences any litigation, proceeding or other legal action in connection with or relating to this Agreement, any Related Agreement Ancillary Document or any matters described or contemplated herein or therein, the parties to this Agreement hereby (i) agree that any such litigation, proceeding or thereby, other legal action shall be brought by any party solely exclusively in a court of competent jurisdiction located within the County City of New YorkWilmington, in the State of New YorkDelaware, whether a state or federal court; (bii) agrees agree that in connection with any such litigation, proceeding or action, it such parties will consent and submit to personal jurisdiction in any such court described in clause (ai) of this Section 13.16 above and to service of process upon it them in accordance with the rules and statutes governing service of process; (ciii) agrees agree to waive to the full extent permitted by Law law any objection that it they may now or hereafter have to the venue of any such litigation, proceeding or action in any such court or that any such litigation, proceeding or action was brought in an inconvenient forum; (div) designatesdesignate, appoints appoint and directs direct CT Corporation System as its their authorized agent to receive on its their behalf service of any and all process and documents in any such litigation, legal proceeding or action in the County of New York, in the State of New YorkDelaware; (ev) agrees agree to notify the other parties to this Agreement immediately if such agent shall refuse to act, or be prevented from acting, as agent and, in such event, promptly to designate another agent in the County of New York, in the State of New York Delaware to serve in place of such agent and deliver to the other parties written evidence of such substitute agent’s acceptance of such designation; (fvi) agrees agree as an alternative method of service to service of process in any such litigation, proceeding or action by mailing of copies thereof to it the parties at its address their addresses set forth in Section 13.310.04; (gvii) agrees agree that any service made as provided herein shall be effective and binding service in every respect; and (hviii) agrees agree that nothing herein shall affect the rights of any party to effect service of process in any other manner permitted by Law. EACH PARTY HERETO IRREVOCABLY AND ABSOLUTELY WAIVES THE RIGHT TO A TRIAL BY JURY IN ANY DISPUTE IN CONNECTION WITH, ARISING UNDER WITH OR RELATING TO THIS AGREEMENT, ANY RELATED AGREEMENT OR ANY MATTERS CONTEMPLATED HEREBY OR THEREBY, AND AGREES TO TAKE ANY AND ALL ACTION NECESSARY OR APPROPRIATE TO EFFECT SUCH WAIVER.DESCRIBED OR

Jurisdiction of Disputes; Waiver of Jury Trial. Each In the event any party to this Agreement hereby (a) agrees that commences any litigation, proceeding or other legal action in connection with or relating to this Agreement, any Related Agreement or any matters described or contemplated herein or therein, with respect to any of the matters described or contemplated herein or therein, the parties to this Agreement hereby (a) agree under all circumstances absolutely and irrevocably to institute any litigation, proceeding or thereby, shall be brought by any party solely other legal action in a court of competent jurisdiction located within the County City of New York, in the State of New York, whether a state or federal court; (b) agrees agree that in connection with the event of any such litigation, proceeding or action, it such parties will consent and submit to personal jurisdiction in any such court described in clause (a) of this Section 13.16 and to service of process upon it them in accordance with the rules and statutes governing service of processprocess (it being understood that nothing in this Section 13.14 shall be deemed to prevent any party from seeking to remove any action to a federal court in New York, New York; (c) agrees agree to waive to the full fullest extent permitted by Law law any objection that it they may now or hereafter have to the venue of any such litigation, proceeding or action in any such court or that any such litigation, proceeding or action was brought in an inconvenient forum; (d) designatesdesignate, appoints appoint and directs direct CT Corporation System as its authorized agent to receive on its behalf service of any and all process and documents in any such litigation, legal proceeding or action in the County of New York, in the State of New York; (e) agrees agree to notify the other parties to this Agreement immediately if such agent shall refuse to act, or be prevented from acting, as agent and, in such event, promptly to designate another agent in the County City of New York, in satisfactory to the State of New York Member Representative and Public Company, to serve in place of such agent and deliver to the other parties party written evidence of such substitute agent’s acceptance of such designation; (f) agrees agree as an alternative method of service to service of process in any such litigation, legal proceeding or action by mailing of copies thereof to it such party at its address set forth in Section 13.313.3 for communications to such party; (g) agrees agree that any service made as provided herein shall be effective and binding service in every respect; and (h) agrees agree that nothing herein shall affect the rights of any party to effect service of process in any other manner permitted by Lawlaw. EACH PARTY HERETO IRREVOCABLY AND ABSOLUTELY WAIVES THE RIGHT TO A TRIAL BY JURY IN ANY DISPUTE IN CONNECTION WITH, ARISING UNDER WITH OR RELATING TO THIS AGREEMENT, ANY RELATED AGREEMENT OR ANY MATTERS DESCRIBED OR CONTEMPLATED HEREBY HEREIN OR THEREBYTHEREIN, AND AGREES TO TAKE ANY AND ALL ACTION NECESSARY OR APPROPRIATE TO EFFECT SUCH WAIVER.

Jurisdiction of Disputes; Waiver of Jury Trial. The state courts of the County of Cook, Illinois and the United States District Court for the Northxxx District of Illinois shall have the exclusive jurisdiction over any and all litigation, proceedings or other legal actions relating to or arising out of this Agreement, the Escrow Agreement, the Share Transfer Restriction Agreement, the subject matter hereof or thereof or the transactions contemplated hereby or thereby. Each party to this Agreement of the parties hereto hereby irrevocably (a) agrees that submits to the personal jurisdiction of such courts over such party in connection with any litigation, proceeding or other legal action in connection with or relating to or arising out of this Agreement, any Related the Escrow Agreement, the Share Transfer Restriction Agreement or any matters the subject matter hereof or thereof or the transactions contemplated hereby or thereby, shall be brought by any party solely in a court of competent jurisdiction located within the County of New York, in the State of New York, whether a state or federal court; (b) agrees that in connection with any such litigation, proceeding or action, it will consent and submit to personal jurisdiction in any such court described in clause (a) of this Section 13.16 and to service of process upon it in accordance with the rules and statutes governing service of process; (c) agrees to waive waives to the full fullest extent permitted by Law any objection that it may now or hereafter have to the venue of any such litigation, proceeding or other legal action which is brought in any such court or that any such litigation, proceeding or action was brought in an inconvenient forum; and (d) designates, appoints and directs CT Corporation System as its authorized agent to receive on its behalf service of any and all process and documents in any such litigation, proceeding or action in the County of New York, in the State of New York; (ec) agrees to notify the other parties to this Agreement immediately if such agent shall refuse to act, or be prevented from acting, as agent and, in such event, promptly to designate another agent in the County mailing of New York, in the State service of New York to serve in place of such agent and deliver process to the other parties written evidence of address specified above for such substitute agent’s acceptance of such designation; (f) agrees party as an alternative method of service to service of process in any such litigation, proceeding or other legal action by mailing of copies thereof to it at its address set forth in Section 13.3; (g) agrees that any service made as provided herein shall be effective and binding service in every respect; and (h) agrees that nothing herein shall affect the rights of any party to effect service of process brought in any other manner permitted by Lawsuch court. EACH PARTY HERETO IRREVOCABLY AND ABSOLUTELY WAIVES THE RIGHT TO A TRIAL BY JURY IN ANY DISPUTE IN CONNECTION WITHLITIGATION, ARISING UNDER PROCEEDING OR OTHER LEGAL ACTION RELATING TO OR ARISING OUT OF THIS AGREEMENT, ANY RELATED AGREEMENT THE ESCROW AGREEMENT, THE SHARE TRANSFER RESTRICTION AGREEMENT, OR ANY MATTERS DESCRIBED OR CONTEMPLATED HEREBY HEREIN OR THEREBYTHEREIN, AND AGREES TO TAKE ANY AND ALL ACTION NECESSARY OR APPROPRIATE TO EFFECT SUCH WAIVER.

Jurisdiction of Disputes; Waiver of Jury Trial. Each In the event any party to this Agreement hereby (a) agrees that commences any litigation, proceeding or other legal action in connection with or relating to this Agreement, any Related Agreement or any matters described or contemplated herein or therein, the parties to this Agreement hereby (a) agree that any such litigation, proceeding or thereby, shall other legal action may be brought by any party solely in a court of competent jurisdiction located within the County of New YorkPhiladelphia, in the State of New YorkPennsylvania, whether a state or federal court; (b) agrees agree that in connection with any such litigation, proceeding or action, it such parties will consent and submit to personal jurisdiction in any such court described in clause (a) of this Section 13.16 12.17 and to service of process upon it them in accordance with the rules and statutes governing service of process; (c) agrees agree to waive to the full extent permitted by Law law any objection that it they may now or hereafter have to the venue of any such litigation, proceeding or action in any such court or that any such litigation, proceeding or action was brought in an inconvenient forum; (d) designatesdesignate, appoints appoint and directs direct CT Corporation System as its their authorized agent to receive on its their behalf service of any and all process and documents in any such litigation, legal proceeding or action in the County Commonwealth of New York, in the State of New YorkPennsylvania; (e) agrees agree to notify the other parties to this Agreement immediately if such agent shall refuse to act, or be prevented from acting, as agent and, in such event, promptly to designate another agent in the County Commonwealth of New York, in the State of New York Pennsylvania to serve in place of such agent and deliver to the other parties written evidence of such substitute agent’s 's acceptance of such designation; (f) agrees agree as an alternative method of service to service of process in any such litigation, proceeding or action by mailing of copies thereof to it the parties at its address their addresses set forth in Section 13.312.3; (g) agrees agree that any service made as provided herein shall be effective and binding service in every respect; and (h) agrees agree that nothing herein shall affect the rights of any party to effect service of process in any other manner permitted by Law. EACH PARTY HERETO IRREVOCABLY AND ABSOLUTELY WAIVES THE RIGHT TO A TRIAL BY JURY IN ANY DISPUTE IN CONNECTION WITH, ARISING UNDER WITH OR RELATING TO THIS AGREEMENT, ANY RELATED AGREEMENT OR ANY MATTERS DESCRIBED OR CONTEMPLATED HEREBY HEREIN OR THEREBYTHEREIN, AND AGREES TO TAKE ANY AND ALL ACTION NECESSARY OR APPROPRIATE TO EFFECT SUCH WAIVER.

Jurisdiction of Disputes; Waiver of Jury Trial. Each party to this Agreement hereby hereby: (a) agrees that any litigation, proceeding or other legal action Proceeding in connection with or relating to this Agreement, any Related Agreement or any matters contemplated hereby or therebyhereby, shall be brought by exclusively in the Delaware Court of Chancery (unless the federal courts have exclusive jurisdiction over the matter, in which case the United States District Court located in the City of Wilmington, Delaware); provided that any party solely Proceeding involving any Committed Lender shall be brought exclusively in a court the state or federal courts located in the borough of competent jurisdiction located within the County Manhattan, city and state of New York, in the State of New York, whether a state or federal court; (b) agrees that consents and submits to personal jurisdiction in connection with any such litigation, proceeding or action, it will consent and submit to personal jurisdiction Proceeding in any such court described in clause (a) of this Section 13.16 11.14 and to service of process upon it in accordance with the rules and statutes governing service of process; (c) agrees to waive waives to the full extent permitted by Law any objection that it may now or hereafter have to the venue of any such litigation, proceeding or action Proceeding in any such court or that any such litigation, proceeding or action Proceeding was brought in an inconvenient forum; (d) designates, appoints and directs CT Corporation System as its authorized agent to receive on its behalf service of any and all process and documents in any Proceeding in such litigation, proceeding or action in the County of New York, in the State of New Yorkcourts; (e) agrees to notify the other parties party to this Agreement immediately if such agent shall refuse to act, or be prevented from acting, as agent and, in such event, promptly to designate another agent in the County of New York, in the State of New York Delaware to serve in place of such agent and deliver to the other parties party written evidence of such substitute agent’s acceptance of such designation; (f) agrees as an alternative method of service to service of process in any such litigation, proceeding or action Proceeding by mailing of copies thereof to it such party at its address set forth in Section 13.311.2; (g) agrees that any service made as provided herein shall be effective and binding service in every respect; and (h) agrees that nothing herein shall affect the rights of any either party to effect service of process in any other manner permitted by Law. EACH PARTY HERETO IRREVOCABLY AND ABSOLUTELY WAIVES THE RIGHT TO A TRIAL BY JURY IN ANY DISPUTE IN CONNECTION WITH, ARISING UNDER OR RELATING TO THIS AGREEMENT, ANY RELATED AGREEMENT AGREEMENT, ANY DEBT COMMITMENT LETTER OR ANY MATTERS CONTEMPLATED HEREBY OR THEREBY, THEREBY AND AGREES TO TAKE ANY AND ALL ACTION NECESSARY OR APPROPRIATE TO EFFECT SUCH WAIVER.

Jurisdiction of Disputes; Waiver of Jury Trial. Each In the event any party to this Agreement hereby (a) agrees that commences any litigation, proceeding or other legal action in connection with or relating to this Agreement, any Related Agreement or any matters described or contemplated herein or therein, the parties to this Agreement hereby (a) agree under all circumstances absolutely and irrevocably to institute any litigation, proceeding or thereby, shall be brought by any party solely other legal action in a court of competent subject matter jurisdiction located within the County City of New YorkRockville, in the State of New YorkMaryland, whether a state or federal court; (b) agrees agree that in connection with the event of any such litigation, proceeding or action, it such parties will consent and submit to personal jurisdiction in any such court described in clause (a) of this Section 13.16 and to service of process upon it them in accordance with the rules and statutes governing service of processprocess (it being understood that nothing in this Section shall be deemed to prevent any party from seeking to remove any action to a federal court in Montgomery Counxx, Xxxxxand); (c) agrees agree to waive to the full extent permitted by Law law any objection that it they may now or hereafter have to the venue of any such litigation, proceeding or action in any such court or that any such litigation, proceeding or action was brought in an inconvenient forum; (d) designates, appoints and directs CT Corporation System as its authorized agent to receive on its behalf service of any and all process and documents in any such litigation, proceeding or action in the County of New York, in the State of New York; (e) agrees to notify the other parties to this Agreement immediately if such agent shall refuse to act, or be prevented from acting, as agent and, in such event, promptly to designate another agent in the County of New York, in the State of New York to serve in place of such agent and deliver to the other parties written evidence of such substitute agent’s acceptance of such designation; (f) agrees agree as an alternative method of service to service of process in any such litigation, legal proceeding or action by the mailing of copies thereof to it such party at its address set forth in Section 13.3herein for communications to such party by certified mail, return receipt requested with all applicable postage prepaid, with copies thereof also being sent to each such party's attorney as set forth herein; (ge) agrees agree that any service made as provided herein shall be effective and binding service in every respect; and (hf) agrees agree that nothing herein shall affect the rights of any party to effect service of process in any other manner permitted by Law. EACH PARTY HERETO IRREVOCABLY AND ABSOLUTELY WAIVES THE RIGHT TO A TRIAL BY JURY IN ANY DISPUTE IN CONNECTION WITH, ARISING UNDER WITH OR RELATING TO THIS AGREEMENT, ANY RELATED AGREEMENT OR ANY MATTERS DESCRIBED OR CONTEMPLATED HEREBY HEREIN OR THEREBYTHEREIN, AND AGREES AGREE TO TAKE ANY AND ALL ACTION NECESSARY OR APPROPRIATE TO EFFECT SUCH WAIVER.

Jurisdiction of Disputes; Waiver of Jury Trial. Each In the event any party to this Agreement hereby (a) agrees that commences any litigation, proceeding or other legal action in connection with or relating to this Agreement, any Related Agreement or any matters described or contemplated herein or therein, with respect to any of the matters described or contemplated herein or therein, the parties to this Agreement hereby (a) agree under all circumstances absolutely and irrevocably to institute any litigation, proceeding or thereby, shall be brought by any party solely other legal action in a state court of competent jurisdiction located within the County of New York, in the State of New York, whether a state or federal courtDelaware; (b) agrees agree that in connection with the event of any such litigation, proceeding or action, it such parties will consent and submit to personal Personal jurisdiction in any such court described in clause (a) of this Section 13.16 and to service of process upon it them in accordance with the rules and statutes governing service of process; (c) agrees agree to waive to the full fullest extent permitted by Law any objection that it they may now or hereafter have to the venue of any such litigation, proceeding or action in any such court or that any such litigation, proceeding or action was brought in an inconvenient forum; (d) designatesdesignate, appoints appoint and directs direct CT Corporation System as its authorized agent to receive on its behalf service of any and all process and documents in any such litigation, legal proceeding or action in the County of New York, in the State of New YorkDelaware; (e) agrees agree to notify the other parties to this Agreement immediately if such agent shall refuse to act, or be prevented from acting, as agent and, in such event, promptly to designate another agent in the County of New York, in the State of New York Delaware, satisfactory to the Member Representative and Parent, to serve in place of such agent and deliver to the other parties party written evidence of such substitute agent’s acceptance of such designation; (f) agrees agree as an alternative method of service to service of process in any such litigation, legal proceeding or action by mailing of copies thereof to it such party at its address set forth in Section 13.313.3 for communications to such party; (g) agrees agree that any service made as provided herein shall be effective and binding service in every respect; and (h) agrees agree that nothing herein shall affect the rights of any party to effect service of process in any other manner permitted by Law. EACH PARTY HERETO IRREVOCABLY AND ABSOLUTELY WAIVES THE RIGHT TO A TRIAL BY JURY IN ANY DISPUTE IN CONNECTION WITH, ARISING UNDER WITH OR RELATING TO THIS AGREEMENT, ANY RELATED AGREEMENT OR ANY MATTERS DESCRIBED OR CONTEMPLATED HEREBY HEREIN OR THEREBYTHEREIN, AND AGREES TO TAKE ANY AND ALL ACTION NECESSARY OR APPROPRIATE TO EFFECT SUCH WAIVER.

Jurisdiction of Disputes; Waiver of Jury Trial. Each party to this Agreement hereby hereby: (a) agrees that any litigation, proceeding or other legal action Proceeding in connection with or relating to this Agreement, any Related Agreement or any matters contemplated hereby or therebyhereby, shall be brought by any party solely exclusively in a court of competent jurisdiction located within the County of New Yorkin Wilmington, in the State of New YorkDelaware, whether a state or federal court; (b) agrees that consents and submits to personal jurisdiction in connection with any such litigation, proceeding or action, it will consent and submit to personal jurisdiction Proceeding in any such court described in clause (a) of this Section 13.16 10.12 and to service of process upon it in accordance with the rules and statutes governing service of process; (c) agrees to waive waives to the full extent permitted by Law any objection that it may now or hereafter have to the venue of any such litigation, proceeding or action Proceeding in any such court or that any such litigation, proceeding or action Proceeding was brought in an inconvenient forum; (d) designates, appoints and directs CT Corporation System as its authorized agent to receive on its behalf service of any and all process and documents in any such litigation, proceeding or action in the County of New York, in the State of New York; (e) agrees to notify the other parties to this Agreement immediately if such agent shall refuse to act, or be prevented from acting, as agent and, in such event, promptly to designate another agent in the County of New York, in the State of New York to serve in place of such agent and deliver to the other parties written evidence of such substitute agent’s acceptance of such designation; (f) agrees as an alternative method of service to service of process in any such litigation, proceeding or action Proceeding by mailing of copies thereof to it such party at its address set forth in Section 13.310.3; (ge) agrees that any service made as provided herein shall be effective and binding service in every respect; and (hf) agrees that nothing herein shall affect the rights of any either party to effect service of process in any other manner permitted by Law. EACH PARTY HERETO IRREVOCABLY AND ABSOLUTELY WAIVES THE RIGHT TO A TRIAL BY JURY IN ANY DISPUTE IN CONNECTION WITH, ARISING UNDER OR RELATING TO THIS AGREEMENT, ANY RELATED AGREEMENT OR ANY MATTERS CONTEMPLATED HEREBY OR THEREBY, THEREBY AND AGREES TO TAKE ANY AND ALL ACTION NECESSARY OR APPROPRIATE TO EFFECT SUCH WAIVER.

Jurisdiction of Disputes; Waiver of Jury Trial. Each In the ---------------------------------------------- event any party to this Agreement hereby (a) agrees that commences any litigation, proceeding or other legal action in connection with or relating to this Agreement, any Related Agreement or any matters described or contemplated herein or therein, with respect to any of the matters described or contemplated herein or therein, the parties to this Agreement hereby (a) agree under all circumstances absolutely and irrevocably to institute any litigation, proceeding or thereby, shall be brought by any party solely other legal action in a court of competent jurisdiction located within the County city of New YorkDallas, in the State of New YorkTexas, whether a state or federal court; (b) agrees agree that in connection with the event of any such litigation, proceeding or action, it such parties will consent and submit to personal jurisdiction in any such court described in clause (a) of this Section 13.16 and to service of process upon it them in accordance with the rules and statutes governing service of processprocess (it being understood that nothing in this Section shall be deemed to prevent any party from seeking to remove any action to a federal court in Dallas, Texas; (c) agrees agree to waive to the full extent permitted by Law law any objection that it they may now or hereafter have to the venue of any such litigation, proceeding or action in any such court or that any such litigation, proceeding or action was brought in an inconvenient forum; (d) designatesdesignate, appoints appoint and directs direct CT Corporation System as its authorized agent to receive on its behalf service of any and all process and documents in any such litigation, legal proceeding or action in the County of New York, in the State of New YorkTexas; (e) agrees agree to notify the other parties to this Agreement immediately if such agent shall refuse to act, or be prevented from acting, as agent and, in such event, promptly to designate another agent in the County city of New YorkDallas, in the State of New York Texas, satisfactory to Seller and Buyer, to serve in place of such agent and deliver to the other parties written evidence of such substitute agent’s 's acceptance of such designation; (f) agrees agree as an alternative method of service to service of process in any such litigation, legal proceeding or action by mailing of copies thereof to it such party at its address set forth in Section 13.3herein for communications to such party; (g) agrees agree that any service made as provided herein shall be effective and binding service in every respect; and (h) agrees agree that nothing herein shall affect the rights of any party to effect service of process in any other manner permitted by Law. EACH PARTY HERETO IRREVOCABLY AND ABSOLUTELY WAIVES THE RIGHT TO A TRIAL BY JURY IN ANY DISPUTE IN CONNECTION WITH, ARISING UNDER WITH OR RELATING TO THIS AGREEMENT, ANY RELATED AGREEMENT OR ANY MATTERS DESCRIBED OR CONTEMPLATED HEREBY HEREIN OR THEREBYTHEREIN, AND AGREES AGREE TO TAKE ANY AND ALL ACTION NECESSARY OR APPROPRIATE TO EFFECT SUCH WAIVER.

Jurisdiction of Disputes; Waiver of Jury Trial. Each In the event any party to this Agreement hereby (a) agrees that commences any litigation, proceeding or other legal action in connection with or relating to this Agreement, any Related Agreement or any matters described or contemplated herein, with respect to any of the matters described or contemplated herein or therein, the parties to this Agreement hereby (a) agree under all circumstances absolutely and irrevocably to institute any litigation, proceeding or thereby, shall be brought by any party solely other legal action in a court of competent jurisdiction located within the City and County of New York, in the State of New York, whether a state or federal court; (b) agrees agree that in connection with the event of any such litigation, proceeding or action, it such parties will consent and submit to personal jurisdiction in any such court described in clause (a) of this Section 13.16 and to service of process upon it them in accordance with the rules and statutes governing service of processprocess (it being understood that nothing in this Section shall be deemed to prevent any party from seeking to remove any action to a federal court in New York, New York); (c) agrees agree to waive to the full extent permitted by Law law any objection that it they may now or hereafter have to the venue of any such litigation, proceeding or action in any such court or that any such litigation, proceeding or action was brought in an inconvenient forum; (d) designates, appoints and directs CT Corporation System as its authorized agent to receive on its behalf service of any and all process and documents in any such litigation, proceeding or action in the County of New York, in the State of New York; (e) agrees to notify the other parties to this Agreement immediately if such agent shall refuse to act, or be prevented from acting, as agent and, in such event, promptly to designate another agent in the County of New York, in the State of New York to serve in place of such agent and deliver to the other parties written evidence of such substitute agent’s acceptance of such designation; (f) agrees agree as an alternative method of service to service of process in any such litigation, legal proceeding or action by mailing of copies thereof to it such party at its address set forth here in Section 13.3for communications to such party; (ge) agrees agree that any service made as provided herein shall be effective and binding service in every respect; and (hf) agrees agree that nothing herein shall affect the rights of any party to effect service of process in any other manner permitted by Law. EACH PARTY HERETO IRREVOCABLY AND ABSOLUTELY WAIVES THE RIGHT TO A TRIAL BY JURY IN ANY DISPUTE IN CONNECTION WITH, ARISING UNDER WITH OR RELATING TO THIS AGREEMENT, ANY RELATED AGREEMENT OR ANY MATTERS DESCRIBED OR CONTEMPLATED HEREBY HEREIN OR THEREBYTHEREIN, AND AGREES AGREE TO TAKE ANY AND ALL ACTION NECESSARY OR APPROPRIATE TO EFFECT SUCH WAIVER.

Jurisdiction of Disputes; Waiver of Jury Trial. Each In the event any party to this Agreement hereby (a) agrees that commences any litigation, proceeding or other legal action in connection with or relating to this Agreement, any Related Agreement Ancillary Document or any matters described or contemplated herein or therein, the parties to this Agreement hereby (i) agree that any such litigation, proceeding or thereby, other legal action shall be brought by any party solely exclusively in a court of competent jurisdiction located within the County City of New YorkXxxxxx, in the State of New YorkOregaon, whether a state or federal court; (bii) agrees agree that in connection with any such litigation, proceeding or action, it such parties will consent and submit to personal jurisdiction in any such court described in clause (ai) of this Section 13.16 above and to service of process upon it them in accordance with the rules and statutes governing service of process; (ciii) agrees agree to waive to the full extent permitted by Law law any objection that it they may now or hereafter have to the venue of any such litigation, proceeding or action in any such court or that any such litigation, proceeding or action was brought in an inconvenient forum; (div) designatesdesignate, appoints appoint and directs direct CT Corporation System as its their authorized agent to receive on its their behalf service of any and all process and documents in any such litigation, legal proceeding or action in the County of New York, in the State of New YorkDelaware; (ev) agrees agree to notify the other parties to this Agreement immediately if such agent shall refuse to act, or be prevented from acting, as agent and, in such event, promptly to designate another agent in the County of New York, in the State of New York Delaware to serve in place of such agent and deliver to the other parties written evidence of such substitute agent’s acceptance of such designation; (fvi) agrees agree as an alternative method of service to service of process in any such litigation, proceeding or action by mailing of copies thereof to it the parties at its address their addresses set forth in Section 13.310.04; (gvii) agrees agree that any service made as provided herein shall be effective and binding service in every respect; and (hviii) agrees agree that nothing herein shall affect the rights of any party to effect service of process in any other manner permitted by Law. EACH PARTY HERETO IRREVOCABLY AND ABSOLUTELY WAIVES THE RIGHT TO A TRIAL BY JURY IN ANY DISPUTE IN CONNECTION WITH, ARISING UNDER WITH OR RELATING TO THIS AGREEMENT, ANY RELATED AGREEMENT OR ANY MATTERS DESCRIBED OR CONTEMPLATED HEREBY HEREIN OR THEREBYTHEREIN, AND AGREES TO TAKE ANY AND ALL ACTION NECESSARY OR APPROPRIATE TO EFFECT SUCH WAIVER.

Jurisdiction of Disputes; Waiver of Jury Trial. Each In the event either ---------------------------------------------- party to this Agreement hereby (a) agrees that commences any litigation, proceeding or other legal action in connection with or relating to this Agreement, any Related Agreement or any matters contemplated hereby or thereby, shall each party to this Agreement hereby (a) agrees that any such litigation, proceeding or other legal action may be brought by any party solely in a court of competent jurisdiction located within the County of New York, in the State of New York, whether a state or federal court; (b) agrees that in connection with any such litigation, proceeding or action, it such party will consent and submit to personal jurisdiction in any such court described in clause (a) of this Section 13.16 11.14 and to service of process upon it in accordance ---------- ------------- with the rules and statutes governing service of process; (c) agrees to waive to the full extent permitted by Law law any objection that it may now or hereafter have to the venue of any such litigation, proceeding or action in any such court or that any such litigation, proceeding or action was brought in an inconvenient forum; (d) designates, appoints and directs CT Corporation System Service Company as its authorized agent to receive on its behalf service of any and all process and documents in any such litigation, proceeding or action in the County State of New York, except that each of the Management Stockholders instead designates, appoints and directs the Management Stockholder Representative as his or her authorized agent to receive on his or her behalf, delivered by registered mail to the address of the Management Stockholder Representative set forth in Section 11.3, service of ------------ any and all process and documents in any such litigation, proceeding or action in the State of New York; (e) agrees to notify the other parties party to this Agreement immediately if such agent shall refuse to act, or be prevented from acting, as agent and, in such event, promptly to designate another agent in the County of New York, in the State of New York to serve in place of such agent and deliver to the other parties party written evidence of such substitute agent’s 's acceptance of such designation; (f) agrees as an alternative method of service to service of process in any such litigation, proceeding or action by mailing of copies thereof to it such party at its address set forth in Section 13.311.3; (g) agrees that any service made as ------------ provided herein shall be effective and binding service in every respect; and (h) agrees that nothing herein shall affect the rights of any party to effect service of process in any other manner permitted by Law. EACH PARTY HERETO IRREVOCABLY AND ABSOLUTELY WAIVES THE RIGHT TO A TRIAL BY JURY IN ANY DISPUTE IN CONNECTION WITH, ARISING UNDER OR RELATING TO THIS AGREEMENT, ANY RELATED AGREEMENT OR ANY MATTERS CONTEMPLATED HEREBY OR THEREBY, AND AGREES TO TAKE ANY AND ALL ACTION NECESSARY OR APPROPRIATE TO EFFECT SUCH WAIVER.and

Jurisdiction of Disputes; Waiver of Jury Trial. Each In the event any party to this Agreement hereby (a) agrees that commences any litigation, proceeding or other legal action in connection with or relating to this Agreement, any Related Agreement or any matters described or contemplated herein or therein, with respect to any of the matters described or contemplated herein or therein, the parties to this Agreement hereby (a) agree under all circumstances absolutely and irrevocably to institute any litigation, proceeding or thereby, shall be brought by any party solely other legal action in a court of competent jurisdiction located within the County City of New York, in the State of New York, whether a state or federal court; (b) agrees agree that in connection with the event of any such litigation, proceeding or action, it such parties will consent and submit to personal jurisdiction in any such court described in clause (a) of this Section 13.16 and to service of process upon it them in accordance with the rules and statutes governing service of processprocess (it being understood that nothing in this Section 12 shall be deemed to prevent any party from seeking to remove any action to a federal court in New York, New York; (c) agrees agree to waive to the full fullest extent permitted by Law law any objection that it they may now or hereafter have to the venue of any such litigation, proceeding or action in any such court or that any such litigation, proceeding or action was brought in an inconvenient forum; (d) designatesdesignate, appoints appoint and directs direct CT Corporation System as its authorized agent to receive on its behalf service of any and all process and documents in any such litigation, legal proceeding or action in the County of New York, in the State of New York; (e) agrees agree to notify the other parties to this Agreement immediately if such agent shall refuse to act, or be prevented from acting, as agent and, in such event, promptly to designate another agent in the County City of New York, in satisfactory to the State of New York Shareholder Representative and Public Company, to serve in place of such agent and deliver to the other parties party written evidence of such substitute agent’s acceptance of such designation; (f) agrees agree as an alternative method of service to service of process in any such litigation, legal proceeding or action by mailing of copies thereof to it such party at its address set forth in Section 13.312 for communications to such party; (g) agrees agree that any service made as provided herein shall be effective and binding service in every respect; and (h) agrees agree that nothing herein shall affect the rights of any party to effect service of process in any other manner permitted by Lawlaw. EACH PARTY HERETO IRREVOCABLY AND ABSOLUTELY WAIVES THE RIGHT TO A TRIAL BY JURY IN ANY DISPUTE IN CONNECTION WITH, ARISING UNDER WITH OR RELATING TO THIS AGREEMENT, ANY RELATED AGREEMENT OR ANY MATTERS DESCRIBED OR CONTEMPLATED HEREBY OR THEREBYHEREIN, AND AGREES TO TAKE ANY AND ALL ACTION NECESSARY OR APPROPRIATE TO EFFECT SUCH WAIVER.

Jurisdiction of Disputes; Waiver of Jury Trial. Each party to this Agreement hereby Party hereby: (a) agrees that any litigation, proceeding or other legal action Proceeding in connection with or relating to this Agreement, any Related Agreement or any matters contemplated hereby or therebyhereby, shall be brought by any party solely exclusively in a court the Delaware Court of competent Chancery (unless the federal courts have exclusive jurisdiction located within over the County of New Yorkmatter, in which case the State United States District Court located in the City of New YorkWilmington, whether a state or federal courtDelaware); (b) agrees that consents and submits to personal jurisdiction in connection with any such litigation, proceeding or action, it will consent and submit to personal jurisdiction Proceeding in any such court described in clause (a) of this Section 13.16 13.11 and to service of process upon it in accordance with the rules and statutes governing service of process; (c) agrees to waive waives to the full extent permitted by Law any objection that it may now or hereafter have to the venue of any such litigation, proceeding or action Proceeding in any such court or that any such litigation, proceeding or action Proceeding was brought in an inconvenient forum; (d) designates, appoints and directs CT Corporation System as its authorized agent to receive on its behalf service of any and all process and documents in any Proceeding in such litigation, proceeding or action in the County of New York, in the State of New Yorkcourts; (e) agrees to notify the other parties Parties to this Agreement immediately if such agent shall refuse to act, or be prevented from acting, as agent and, in such event, promptly to designate another agent in the County of New York, in the State of New York Delaware to serve in place of such agent and deliver to the other parties Parties written evidence of such substitute agent’s acceptance of such designation; (f) agrees as an alternative method of service to service of process in any such litigation, proceeding or action Proceeding by mailing of copies thereof to it such Party at its address set forth in Section 13.313.2; (g) agrees that any service made as provided herein shall be effective and binding service in every respect; and (h) agrees that nothing herein shall affect the rights of any party Party to effect service of process in any other manner permitted by Law. EACH PARTY HERETO IRREVOCABLY AND ABSOLUTELY WAIVES THE RIGHT TO A TRIAL BY JURY IN ANY DISPUTE IN CONNECTION WITH, ARISING UNDER OR RELATING TO THIS AGREEMENT, ANY RELATED AGREEMENT OR ANY MATTERS CONTEMPLATED HEREBY OR THEREBY, THEREBY AND AGREES TO TAKE ANY AND ALL ACTION NECESSARY OR APPROPRIATE TO EFFECT SUCH WAIVER.

Jurisdiction of Disputes; Waiver of Jury Trial. Each In the event any party to this Agreement hereby (a) agrees that commences any litigation, proceeding or other legal action in connection with or relating to this Agreement, any Related Agreement or any matters described or contemplated herein, with respect to any of the matters described or contemplated herein or therein, the parties to this Agreement hereby (a) agree under all circumstances absolutely and irrevocably to institute any litigation, proceeding or thereby, shall be brought by any party solely other legal action in a court of competent jurisdiction located within the City and County of New YorkFort Lauderdale, in the State of New YorkBroward County, Florida, whether a state or federal court; (b) agrees agree that in connection with the event of any such litigation, proceeding or action, it such parties will consent and submit to personal jurisdiction in any such court described in clause (a) of this Section 13.16 and to service of process upon it them in accordance with the rules and statutes governing service of processprocess (it being understood that nothing in this Section shall be deemed to prevent any party from seeking to remove any action to a federal court in Broward County, Florida; (c) agrees agree to waive to the full extent permitted by Law law any objection that it they may now or hereafter have to the venue of any such litigation, proceeding or action in any such court or that any such litigation, proceeding or action was brought in an inconvenient forum; (d) designates, appoints and directs CT Corporation System as its authorized agent to receive on its behalf service of any and all process and documents in any such litigation, proceeding or action in the County of New York, in the State of New York; (e) agrees to notify the other parties to this Agreement immediately if such agent shall refuse to act, or be prevented from acting, as agent and, in such event, promptly to designate another agent in the County of New York, in the State of New York to serve in place of such agent and deliver to the other parties written evidence of such substitute agent’s acceptance of such designation; (f) agrees agree as an alternative method of service to service of process in any such litigation, legal proceeding or action by mailing of copies thereof to it such party at its address set forth here in Section 13.3for communications to such party; (ge) agrees agree that any service made as provided herein shall be effective and binding service in every respect; and (hf) agrees agree that nothing herein shall affect the rights of any party to effect service of process in any other manner permitted by Law. EACH PARTY HERETO IRREVOCABLY AND ABSOLUTELY WAIVES THE RIGHT TO A TRIAL BY JURY IN ANY DISPUTE IN CONNECTION WITH, ARISING UNDER WITH OR RELATING TO THIS AGREEMENT, ANY RELATED AGREEMENT OR ANY MATTERS DESCRIBED OR CONTEMPLATED HEREBY HEREIN OR THEREBYTHEREIN, AND AGREES AGREE TO TAKE ANY AND ALL ACTION NECESSARY OR APPROPRIATE TO EFFECT SUCH WAIVER.

Jurisdiction of Disputes; Waiver of Jury Trial. Each In the event any party to this Agreement hereby (a) agrees that commences any litigation, proceeding or other legal action in connection with or relating to this Agreement, any Related Agreement Ancillary Document or any matters described or contemplated herein or therein, the parties to this Agreement hereby (i) agree that any such litigation, proceeding or thereby, other legal action shall be brought by any party solely exclusively in a court of competent jurisdiction located within the County City of New YorkWilmington, in the State of New YorkDelaware, whether a state or federal court; (bii) agrees agree that in connection with any such litigation, proceeding or action, it such parties will consent and submit to personal jurisdiction in any such court described in clause (ai) of this Section 13.16 above and to service of process upon it them in accordance with the rules and statutes governing service of process; (ciii) agrees agree to waive to the full extent permitted by Law law any objection that it they may now or hereafter have to the venue of any such litigation, proceeding or action in any such court or that any such litigation, proceeding or action was brought in an inconvenient forum; (div) designatesdesignate, appoints appoint and directs direct CT Corporation System as its their authorized agent to receive on its their behalf service of any and all process and documents in any such litigation, legal proceeding or action in the County of New York, in the State of New YorkDelaware; (ev) agrees agree to notify the other parties to this Agreement immediately if such agent shall refuse to act, or be prevented from acting, as agent and, in such event, promptly to designate another agent in the County of New York, in the State of New York Delaware to serve in place of such agent and deliver to the other parties written evidence of such substitute agent’s acceptance of such designation; (fvi) agrees agree as an alternative method of service to service of process in any such litigation, proceeding or action by mailing of copies thereof to it the parties at its address their addresses set forth in Section 13.310.04; (gvii) agrees agree that any service made as provided herein shall be effective and binding service in every respect; and (hviii) agrees agree that nothing herein shall affect the rights of any party to effect service of process in any other manner permitted by Law. EACH PARTY HERETO IRREVOCABLY AND ABSOLUTELY WAIVES THE RIGHT TO A TRIAL BY JURY IN ANY DISPUTE IN CONNECTION WITH, ARISING UNDER WITH OR RELATING TO THIS AGREEMENT, ANY RELATED AGREEMENT OR ANY MATTERS DESCRIBED OR CONTEMPLATED HEREBY HEREIN OR THEREBYTHEREIN, AND AGREES TO TAKE ANY AND ALL ACTION NECESSARY OR APPROPRIATE TO EFFECT SUCH WAIVER.

Jurisdiction of Disputes; Waiver of Jury Trial. Each In the event any party to this Agreement hereby (a) agrees that commences any litigation, proceeding or other legal action in connection with or relating to this Agreement, any Related Agreement or any matters described or contemplated herein or therein, with respect to any of the matters described or contemplated herein or therein, the parties to this Agreement hereby (a) agree under all circumstances absolutely and irrevocably to institute any litigation, proceeding or thereby, shall be brought by any party solely other legal action in a court of competent jurisdiction located within the County of New York, in the State of New YorkConnecticut, whether a state or federal court; (b) agrees agree that in connection with the event of any such litigation, proceeding or action, it such parties will consent and submit to personal jurisdiction in any such court described in clause (a) of this Section 13.16 and to service of process upon it them in accordance with the rules and statutes governing service of processprocess (it being understood that nothing in this Section 15.11 shall be deemed to prevent any party from seeking to remove any action to a federal court in Connecticut; (c) agrees agree to waive to the full fullest extent permitted by Law law any objection that it they may now or hereafter have to the venue of any such litigation, proceeding or action in any such court or that any such litigation, proceeding or action was brought in an inconvenient forum; (d) designates, appoints and directs CT Corporation System as its authorized agent to receive on its behalf service of any and all process and documents in any such litigation, proceeding or action in the County of New York, in the State of New York; (e) agrees to notify the other parties to this Agreement immediately if such agent shall refuse to act, or be prevented from acting, as agent and, in such event, promptly to designate another agent in the County of New York, in the State of New York to serve in place of such agent and deliver to the other parties written evidence of such substitute agent’s acceptance of such designation; (f) agrees as an alternative method of service agree to service of process in any such litigation, legal proceeding or action by mailing of copies thereof to it such party at its address set forth in Section 13.315.2 for communications to such party; (ge) agrees agree that any service made as provided herein shall be effective and binding service in every respect; and (hf) agrees agree that nothing herein shall affect the rights of any party to effect service of process in any other manner permitted by Law. EACH PARTY HERETO IRREVOCABLY AND ABSOLUTELY WAIVES THE RIGHT TO A TRIAL BY JURY IN ANY DISPUTE IN CONNECTION WITH, ARISING UNDER WITH OR RELATING TO THIS AGREEMENT, ANY RELATED AGREEMENT OR ANY MATTERS DESCRIBED OR CONTEMPLATED HEREBY HEREIN OR THEREBYTHEREIN, AND AGREES TO TAKE ANY AND ALL ACTION NECESSARY OR APPROPRIATE TO EFFECT SUCH WAIVER.

Jurisdiction of Disputes; Waiver of Jury Trial. Each In the event either party to this Agreement hereby (a) agrees that commences any litigation, proceeding or other legal action in connection with or relating to this Agreement, any Related Agreement or any matters contemplated hereby or thereby, shall each party to this Agreement hereby (a) agrees that any such litigation, proceeding or other legal action may be brought by any party solely in a court of competent jurisdiction located within the County of New York, in the State of New York, whether a state or federal court; (b) agrees that in connection with any such litigation, proceeding or action, it such party will consent and submit to personal jurisdiction in any such court described in clause (a) of this Section 13.16 9.16 and to service of process upon it in accordance with the rules and statutes governing service of process; (c) agrees to waive to the full extent permitted by Law law any objection that it may now or hereafter have to the venue of any such litigation, proceeding or action in any such court or that any such litigation, proceeding or action was brought in an inconvenient forum; (d) designates, appoints and directs CT Corporation System as its authorized agent to receive on its behalf service of any and all process and documents in any such litigation, proceeding or action in the County of New York, in the State of New York; (e) agrees to notify the other parties party to this Agreement immediately if such agent shall refuse to act, or be prevented from acting, as agent and, in such event, promptly to designate another agent in the County of New York, in the State of New York to serve in place of such agent and deliver to the other parties party written evidence of such substitute agent’s 's acceptance of such designation; (f) agrees as an alternative method of service to service of process in any such litigation, proceeding or action by mailing of copies thereof to it such party at its address set forth in Section 13.39.3; (g) agrees that any service made as provided herein shall be effective and binding service in every respect; and (h) agrees that nothing herein shall affect the rights of any party to effect service of process in any other manner permitted by Law. EACH PARTY HERETO IRREVOCABLY AND ABSOLUTELY WAIVES THE RIGHT TO A TRIAL BY JURY IN ANY DISPUTE IN CONNECTION WITH, ARISING UNDER OR RELATING TO THIS AGREEMENT, ANY RELATED AGREEMENT OR ANY MATTERS CONTEMPLATED HEREBY OR THEREBY, AND AGREES TO TAKE ANY AND ALL ACTION NECESSARY OR APPROPRIATE TO EFFECT SUCH WAIVER.and

Jurisdiction of Disputes; Waiver of Jury Trial. Each In the event any party to this Agreement hereby (a) agrees that commences any litigation, proceeding or other legal action in connection with or relating to this Agreement, any Related Agreement or any matters described or contemplated herein or therein, with respect to any of the matters described or contemplated herein or therein, the parties to this Agreement hereby (a) agree under all circumstances absolutely and irrevocably to institute any litigation, proceeding or therebyother legal action with the American Arbitration Association, shall be brought by any party solely in a court of competent jurisdiction located within the County City of New York, in the State of New York, whether a state or federal court; (b) agrees agree that in connection with the event of any such litigation, proceeding or action, it such parties will consent and submit to personal jurisdiction in any such court described in clause (a) of this Section 13.16 and to service of process upon it them in accordance with the rules and statutes governing service of process; (c) agrees agree to waive to the full extent permitted by Law law any objection that it they may now or hereafter have to the venue of any such litigation, proceeding or action in any such court or that any such litigation, proceeding or action was brought in an inconvenient forum; (d) designates, appoints and directs CT Corporation System as its authorized agent to receive on its behalf service of any and all process and documents in any such litigation, proceeding or action in the County of New York, in the State of New York; (e) agrees to notify the other parties to this Agreement immediately if such agent shall refuse to act, or be prevented from acting, as agent and, in such event, promptly to designate another agent in the County of New York, in the State of New York to serve in place of such agent and deliver to the other parties written evidence of such substitute agent’s acceptance of such designation; (f) agrees as an alternative method of service to service of process in any such litigation, proceeding or action by mailing of copies thereof to it at its address set forth in Section 13.3; (g) agrees that any service made as provided herein shall be effective and binding service in every respect; and (h) agrees that nothing herein shall affect the rights of any party to effect service of process in any other manner permitted by Law. EACH PARTY HERETO IRREVOCABLY AND ABSOLUTELY WAIVES THE RIGHT TO A TRIAL BY JURY IN ANY DISPUTE IN CONNECTION WITH, ARISING UNDER WITH OR RELATING TO THIS AGREEMENT, ANY RELATED AGREEMENT OR ANY MATTERS DESCRIBED OR CONTEMPLATED HEREBY HEREIN OR THEREBYTHEREIN, AND AGREES AGREE TO TAKE ANY AND ALL ACTION NECESSARY OR APPROPRIATE TO EFFECT SUCH WAIVER.

Jurisdiction of Disputes; Waiver of Jury Trial. Each In the event any party to this Agreement hereby (a) agrees that commences any litigation, proceeding or other legal action in connection with or relating to this Agreement, any Related Agreement or any matters described or contemplated herein, with respect to any of the matters described or contemplated herein or therein, the parties to this Agreement hereby (a) agree under all circumstances absolutely and irrevocably to institute any litigation, proceeding or thereby, shall be brought by any party solely other legal action in a court of competent jurisdiction located within the City of Miami, County of New YorkDade, in the State of New York, Florida whether a state or federal court; (b) agrees agree that in connection with the event of any such litigation, proceeding or action, it such parties will consent and submit to personal jurisdiction in any such court described in clause (a) of this Section 13.16 and to service of process upon it them in accordance with the rules and statutes governing service of process; process (it being understood that nothing in this Section shall be deemed to prevent any party from seeking to remove any action to a federal court in Dade County, Florida (c) agrees agree to waive to the full extent permitted by Law law any objection that it they may now or hereafter have to the venue of any such litigation, proceeding or action in any such court or that any such litigation, proceeding or action was brought in an inconvenient forum; (d) designates, appoints and directs CT Corporation System as its authorized agent to receive on its behalf service of any and all process and documents in any such litigation, proceeding or action in the County of New York, in the State of New York; (e) agrees to notify the other parties to this Agreement immediately if such agent shall refuse to act, or be prevented from acting, as agent and, in such event, promptly to designate another agent in the County of New York, in the State of New York to serve in place of such agent and deliver to the other parties written evidence of such substitute agent’s acceptance of such designation; (f) agrees agree as an alternative method of service to service of process in any such litigation, legal proceeding or action by mailing of copies thereof to it such party at its address set forth here in Section 13.3for communications to such party; (ge) agrees agree that any service made as provided herein shall be effective and binding service in every respect; and (hf) agrees agree that nothing herein shall affect the rights of any party to effect service of process in any other manner permitted by Law. EACH PARTY HERETO IRREVOCABLY AND ABSOLUTELY WAIVES THE RIGHT TO A TRIAL BY JURY IN ANY DISPUTE IN CONNECTION WITH, ARISING UNDER WITH OR RELATING TO THIS AGREEMENT, ANY RELATED AGREEMENT OR ANY MATTERS DESCRIBED OR CONTEMPLATED HEREBY HEREIN OR THEREBYTHEREIN, AND AGREES AGREE TO TAKE ANY AND ALL ACTION NECESSARY OR APPROPRIATE TO EFFECT SUCH WAIVER.

Jurisdiction of Disputes; Waiver of Jury Trial. Each In the ------------------------------------------------------------- event any party to this Agreement hereby (a) agrees that commences any litigation, proceeding or other legal action in connection with or relating to this Agreement, any Related Agreement other than the Employment Agreements or any matters described or contemplated herein or therein, with respect to any of the matters described or contemplated herein or therein, the parties to this Agreement hereby (a) agree under all circumstances absolutely and irrevocably to institute any litigation, proceeding or thereby, shall be brought by any party solely other legal action in a court of competent jurisdiction located within the County City of New YorkWilmington, in the State of New YorkDelaware, whether a state or federal court; (b) agrees agree that in connection with the event of any such litigation, proceeding or action, it such parties will consent and submit to personal jurisdiction in any such court described in clause (a) of this Section 13.16 and to service of process upon it them in accordance with ---------- the rules and statutes governing service of processprocess (it being understood that nothing in this Section 14.14 shall be deemed to prevent any party from seeking ------------- to remove any action to a federal court in Wilmington, Delaware; (c) agrees agree to waive to the full fullest extent permitted by Law law any objection that it they may now or hereafter have to the venue of any such litigation, proceeding or action in any such court or that any such litigation, proceeding or action was brought in an inconvenient forum; (d) designatesdesignate, appoints appoint and directs direct CT Corporation System as its authorized agent to receive on its behalf service of any and all process and documents in any such litigation, legal proceeding or action in the County of New York, in the State of New YorkDelaware; (e) agrees agree to notify the other parties to this Agreement immediately if such agent shall refuse to act, or be prevented from acting, as agent and, in such event, promptly to designate another agent in the County City of New YorkWilmington, in the State of New York Delaware, satisfactory to Sellers and Purchaser, to serve in place of such agent and deliver to the other parties party written evidence of such substitute agent’s 's acceptance of such designation; (f) agrees agree as an alternative method of service to service of process in any such litigation, legal proceeding or action by mailing of copies thereof to it such party at its address set forth in Section 13.314.3 for communications to such party; (g) agrees agree ------------ that any service made as provided herein shall be effective and binding service in every respect; and (h) agrees agree that nothing herein shall affect the rights of any party to effect service of process in any other manner permitted by Lawlaw. EACH PARTY HERETO IRREVOCABLY AND ABSOLUTELY WAIVES THE RIGHT TO A TRIAL BY JURY IN ANY DISPUTE IN CONNECTION WITH, ARISING UNDER WITH OR RELATING TO THIS AGREEMENT, ANY RELATED AGREEMENT OR ANY MATTERS DESCRIBED OR CONTEMPLATED HEREBY HEREIN OR THEREBYTHEREIN, AND AGREES TO TAKE ANY AND ALL ACTION NECESSARY OR APPROPRIATE TO EFFECT SUCH WAIVER.

Jurisdiction of Disputes; Waiver of Jury Trial. Each party to this Agreement hereby Party hereby: (ai) agrees that any litigationaction, suit, arbitration, proceeding or other legal action litigation (each, a “Proceeding”) in connection with or relating to this Agreement, any Related Agreement or any matters contemplated hereby or therebyhereby, shall be brought by any party solely exclusively in a court the Delaware Court of competent Chancery (unless the federal courts have exclusive jurisdiction located within over the County of New Yorkmatter, in which case the State United States District Court located in the City of New YorkWilmington, whether a state or federal courtDelaware); (bii) agrees that consents and submits to personal jurisdiction in connection with any such litigation, proceeding or action, it will consent and submit to personal jurisdiction Proceeding in any such court described in clause (ai) of this Section 13.16 4(j) and to service of process upon it in accordance with the rules and statutes governing service of process; (ciii) agrees to waive waives to the full extent permitted by Law law any objection that it may now or hereafter have to the venue of any such litigation, proceeding or action Proceeding in any such court or that any such litigation, proceeding or action Proceeding was brought in an inconvenient forum; (div) designates, appoints and directs CT Corporation System as its authorized agent to receive on its behalf service of any and all process and documents in any Proceeding in such litigation, proceeding or action in the County of New York, in the State of New Yorkcourts; (ev) agrees to notify the other parties to this Agreement Parties immediately if such agent shall refuse to act, or be prevented from acting, as agent and, in such event, promptly to designate another agent in the County of New York, in the State of New York Delaware to serve in place of such agent and deliver to the other parties Parties written evidence of such substitute agent’s acceptance of such designation; (f) agrees as an alternative method of service to service of process in any such litigation, proceeding or action by mailing of copies thereof to it at its address set forth in Section 13.3; (gvi) agrees that any service made as provided herein shall be effective and binding service in every respect; and (hvii) agrees that nothing herein shall affect the rights of any party Party to effect service of process in any other manner permitted by Lawlaw. EACH PARTY HERETO IRREVOCABLY AND ABSOLUTELY WAIVES THE RIGHT TO A TRIAL BY JURY IN ANY DISPUTE IN CONNECTION WITH, ARISING UNDER OR RELATING TO THIS AGREEMENT, ANY RELATED AGREEMENT OR ANY MATTERS CONTEMPLATED HEREBY OR THEREBY, AND AGREES TO TAKE ANY AND ALL ACTION NECESSARY OR APPROPRIATE TO EFFECT SUCH WAIVER.. [SIGNATURE PAGES FOLLOW]

Jurisdiction of Disputes; Waiver of Jury Trial. Each Except as otherwise provided in Sections 2.4 and 12.10, in the event any party to this Agreement hereby (a) agrees that commences any litigation, proceeding or other legal action in connection with or relating to this Agreement, any Related Agreement Agreement, or any matters described or contemplated herein or therein, with respect to any of the matters described or contemplated herein or therein, the parties to this Agreement hereby agree: (a) agree under all circumstances absolutely and irrevocably to institute any litigation, proceeding or thereby, shall be brought by any party solely other legal action in a court of competent jurisdiction located within the County Borough of New YorkManhattan, in the City and State of New York, whether a state or federal court; (b) agrees that in connection with the event of any such litigation, proceeding or action, it such parties will consent and submit to personal jurisdiction in any such court described in clause (a) of this Section 13.16 and to service of process upon it them in accordance with the rules and statutes governing service of processprocess (it being understood that nothing in this Section 13.24 shall be deemed to prevent any party from seeking to remove any action to a federal court in the Borough of Manhattan, City and State of New York; (c) agrees to waive to the full fullest extent permitted by Law law any objection that it they may now or hereafter have to the venue of any such litigation, proceeding or action in any such court or that any such litigation, proceeding or action was brought in an inconvenient forum; (d) designates, appoints and directs CT Corporation System as its authorized agent to receive on its behalf service of any and all process and documents in any such litigation, proceeding or action in the County of New York, in the State of New York; (e) agrees to notify the other parties to this Agreement immediately if such agent shall refuse to act, or be prevented from acting, as agent and, in such event, promptly to designate another agent in the County of New York, in the State of New York to serve in place of such agent and deliver to the other parties written evidence of such substitute agent’s acceptance of such designation; (f) agrees as an alternative method of service to service of process in any such litigation, legal proceeding or action by mailing of copies thereof to it such party at its address set forth in Section 13.313.9 for communications to such party; (ge) agrees that any service made as provided herein shall be effective and binding service in every respect; and (hf) agrees that nothing herein shall affect the rights of any party to effect service of process in any other manner permitted by Law. EACH PARTY HERETO IRREVOCABLY AND ABSOLUTELY WAIVES THE RIGHT TO A TRIAL BY JURY IN ANY DISPUTE IN CONNECTION WITH, ARISING UNDER WITH OR RELATING TO THIS AGREEMENT, ANY RELATED AGREEMENT OR ANY MATTERS DESCRIBED OR CONTEMPLATED HEREBY HEREIN OR THEREBYTHEREIN, AND AGREES TO TAKE ANY AND ALL ACTION NECESSARY OR APPROPRIATE TO EFFECT SUCH WAIVER.

Jurisdiction of Disputes; Waiver of Jury Trial. Each In the event any party to this Agreement hereby (a) agrees that commences any litigation, proceeding or other legal action in connection with or relating to this Agreement, any Related Agreement or any matters described or contemplated herein, with respect to any of the matters described or contemplated herein or therein, the parties to this Agreement hereby (a) agree under all circumstances absolutely and irrevocably to institute any litigation, proceeding or thereby, shall be brought by any party solely other legal action in a court of competent jurisdiction located within the County of New YorkOrange, in the State of New YorkFlorida, whether a state or federal court; (b) agrees agree that in connection with the event of any such litigation, proceeding or action, it such parties will consent and submit to personal jurisdiction in any such court described in clause (a) of this Section 13.16 and to service of process upon it in accordance with the rules and statutes governing service of processcourt; (c) agrees agree to waive to the full extent permitted by Law law any objection that it they may now or hereafter have to the venue of any such litigation, proceeding or action in any such court or that any such litigation, proceeding or action was brought in an inconvenient forum; (d) designates, appoints and directs CT Corporation System as its authorized agent to receive on its behalf service of any and all process and documents in any such litigation, proceeding or action in the County of New York, in the State of New York; (e) agrees to notify the other parties to this Agreement immediately if such agent shall refuse to act, or be prevented from acting, as agent and, in such event, promptly to designate another agent in the County of New York, in the State of New York to serve in place of such agent and deliver to the other parties written evidence of such substitute agent’s acceptance of such designation; (f) agrees agree as an alternative method of service to service of process in any such litigation, legal proceeding or action by mailing of copies thereof to it such party at its address set forth in Section 13.3herein for communications to such party; (ge) agrees agree that any service made as provided herein shall be effective and binding service in every respect; and (hf) agrees agree that nothing herein shall affect the rights of any party to effect service of process in any other manner permitted by Lawlaw. EACH PARTY HERETO IRREVOCABLY AND ABSOLUTELY WAIVES THE RIGHT TO A TRIAL BY JURY IN ANY DISPUTE IN CONNECTION WITH, ARISING UNDER WITH OR RELATING TO THIS AGREEMENT, ANY RELATED AGREEMENT OR ANY MATTERS DESCRIBED OR CONTEMPLATED HEREBY HEREIN OR THEREBYTHEREIN, AND AGREES AGREE TO TAKE ANY AND ALL ACTION NECESSARY OR APPROPRIATE TO EFFECT SUCH WAIVER.

Jurisdiction of Disputes; Waiver of Jury Trial. Each party to this Agreement hereby hereby: (a) agrees that any litigation, proceeding or other legal action Proceeding in connection with or relating to this Agreement, any Related Agreement or any matters contemplated hereby or therebyhereby, shall be brought by any party solely exclusively in a court the Delaware Court of competent Chancery (unless the federal courts have exclusive jurisdiction located within over the County of New Yorkmatter, in which case the State United States District Court located in the City of New YorkWilmington, whether a state or federal courtDelaware); (b) agrees that consents and submits to personal jurisdiction in connection with any such litigation, proceeding or action, it will consent and submit to personal jurisdiction Proceeding in any such court described in clause (a) of this Section 13.16 5.11 and to service of process upon it in accordance with the rules and statutes governing service of process; (c) agrees to waive waives to the full extent permitted by Law any objection that it may now or hereafter have to the venue of any such litigation, proceeding or action Proceeding in any such court or that any such litigation, proceeding or action Proceeding was brought in an inconvenient forum; (d) designates, appoints and directs CT Corporation System as its authorized agent to receive on its behalf service of any and all process and documents in any Proceeding in such litigation, proceeding or action in the County of New York, in the State of New Yorkcourts; (e) agrees to notify the other parties party to this Agreement immediately if such agent shall refuse to act, or be prevented from acting, as agent and, in such event, promptly to designate another agent in the County of New York, in the State of New York Delaware to serve in place of such agent and deliver to the other parties party written evidence of such substitute agent’s acceptance of such designation; (f) agrees as an alternative method of service to service of process in any such litigation, proceeding or action Proceeding by mailing of copies thereof to it such party at its address set forth in Section 13.35.4; (g) agrees that any service made as provided herein shall be effective and binding service in every respect; and (h) agrees that nothing herein shall affect the rights of any either party to effect service of process in any other manner permitted by Law. EACH PARTY HERETO IRREVOCABLY AND ABSOLUTELY WAIVES THE RIGHT TO A TRIAL BY JURY IN ANY DISPUTE IN CONNECTION WITH, ARISING UNDER OR RELATING TO THIS AGREEMENT, ANY RELATED AGREEMENT OR ANY MATTERS CONTEMPLATED HEREBY OR THEREBY, THEREBY AND AGREES TO TAKE ANY AND ALL ACTION NECESSARY OR APPROPRIATE TO EFFECT SUCH WAIVER.

Jurisdiction of Disputes; Waiver of Jury Trial. Each party to this Agreement hereby hereby: (a) agrees that any litigation, proceeding Proceeding or other legal action in connection with or relating to this Agreement, any Related Agreement or any matters contemplated hereby or thereby, shall be brought by any party solely in a court of competent jurisdiction located within the County of New York, in the State of New York, whether a state or federal court; (b) agrees that in connection with any such litigation, proceeding Proceeding or action, it such party will consent and submit to personal jurisdiction in any such court described in clause (a) of this Section 13.16 and to service of process upon it in accordance with the rules and statutes governing service of process; (c) agrees to waive to the full extent permitted by Law any objection that it may now or hereafter have to the venue of any such litigation, proceeding Proceeding or action in any such court or that any such litigation, proceeding Proceeding or action was brought in an inconvenient forum; (d) designates, appoints and directs CT Corporation System as its authorized agent to receive on its behalf service of any and all process and documents in any such litigation, proceeding Proceeding or action in the County of New York, in the State of New York; (e) agrees to notify the other parties to this Agreement immediately if such agent shall refuse to act, or be prevented from acting, as agent and, in such event, promptly to designate another agent in the County of New York, in the State of New York to serve in place of such agent and deliver to the other parties written evidence of such substitute agent’s acceptance of such designation; (f) agrees as an alternative method of service to service of process in any such litigation, proceeding Proceeding or action by mailing of copies thereof to it such party at its address set forth in Section 13.3; (g) agrees that any service made as provided herein shall be effective and binding service in every respect; and (h) agrees that nothing herein shall affect the rights of any party to effect service of process in any other manner permitted by Law. EACH PARTY HERETO IRREVOCABLY AND ABSOLUTELY WAIVES THE RIGHT TO A TRIAL BY JURY IN ANY DISPUTE IN CONNECTION WITH, ARISING UNDER OR RELATING TO THIS AGREEMENT, ANY RELATED AGREEMENT OR ANY MATTERS CONTEMPLATED HEREBY OR THEREBY, AND AGREES TO TAKE ANY AND ALL ACTION NECESSARY OR APPROPRIATE TO EFFECT SUCH WAIVER.

Jurisdiction of Disputes; Waiver of Jury Trial. Each In the event any party to this Agreement hereby (a) agrees that commences any litigation, proceeding or other legal action in connection with or relating to this Agreement, any Related Agreement or any matters described or contemplated herein or therein, with respect to any of the matters described or contemplated herein or therein, the parties to this Agreement hereby (a) agree under all circumstances absolutely and irrevocably to institute any litigation, proceeding or thereby, shall be brought by any party solely other legal action in a court of competent jurisdiction located within the County of New York, in the State of New YorkDelaware, whether a state or federal court; (b) agrees agree that in connection with the event of any such litigation, proceeding or action, it such parties will consent and submit to personal jurisdiction in any such court described in clause (a) of this Section 13.16 and to service of process upon it them in accordance with the rules and statutes governing service of processprocess (it being understood that nothing in this Section 13.11 shall be deemed to prevent any party from seeking to remove any action to a federal court in the State of Delaware; (c) agrees agree to waive to the full fullest extent permitted by Law law any objection that it they may now or hereafter have to the venue of any such litigation, proceeding or action in any such court or that any such litigation, proceeding or action was brought in an inconvenient forum; (d) designates, appoints and directs CT Corporation System as its authorized agent to receive on its behalf service of any and all process and documents in any such litigation, proceeding or action in the County of New York, in the State of New York; (e) agrees to notify the other parties to this Agreement immediately if such agent shall refuse to act, or be prevented from acting, as agent and, in such event, promptly to designate another agent in the County of New York, in the State of New York to serve in place of such agent and deliver to the other parties written evidence of such substitute agent’s acceptance of such designation; (f) agrees agree as an alternative method of service to service of process in any such litigation, legal proceeding or action by mailing of copies thereof to it such party at its address set forth in Section 13.313.3 for communications to such party; (ge) agrees agree that any service made as provided herein shall be effective and binding service in every respect; and (hf) agrees agree that nothing herein shall affect the rights of any party to effect service of process in any other manner permitted by Law. EACH PARTY HERETO IRREVOCABLY AND ABSOLUTELY WAIVES THE RIGHT TO A TRIAL BY JURY IN ANY DISPUTE IN CONNECTION WITH, ARISING UNDER WITH OR RELATING TO THIS AGREEMENT, ANY RELATED AGREEMENT OR ANY MATTERS DESCRIBED OR CONTEMPLATED HEREBY HEREIN OR THEREBYTHEREIN, AND AGREES AGREE TO TAKE ANY AND ALL ACTION NECESSARY OR APPROPRIATE TO EFFECT SUCH WAIVER.

Jurisdiction of Disputes; Waiver of Jury Trial. Each party to this Agreement hereby (a) agrees that In the event any Member commences any litigation, proceeding or other legal action in connection with or relating to this Agreement, any Related Agreement or any matters described or contemplated herein, the Members hereby (a) agree under all circumstances absolutely and irrevocably to institute any litigation, proceeding or thereby, shall be brought by any party solely other legal action in a court of competent jurisdiction located within the County City of New YorkChicago, in the State of New YorkIllinois, whether a state or U.S. federal court; (b) agrees agree that in connection with the event of any such litigation, proceeding or action, it such Members will consent and submit to personal jurisdiction in any such court described in clause (a) of this Section 13.16 and to service of process upon it them in accordance with the rules and statutes governing service of processprocess (it being understood that nothing in this Section 15.10 shall be deemed to prevent any Member from seeking to remove any action to a U.S. federal court in Chicago, Illinois; (c) agrees agree to waive to the full fullest extent permitted by Law law any objection that it they may now or hereafter have to the venue of any such litigation, proceeding or action in any such court or that any such litigation, proceeding or action was brought in an inconvenient forum; (d) designates, appoints and directs CT Corporation System as its authorized agent to receive on its behalf service of any and all process and documents in any such litigation, proceeding or action in the County of New York, in the State of New York; (e) agrees to notify the other parties to this Agreement immediately if such agent shall refuse to act, or be prevented from acting, as agent and, in such event, promptly to designate another agent in the County of New York, in the State of New York to serve in place of such agent and deliver to the other parties written evidence of such substitute agent’s acceptance of such designation; (f) agrees as an alternative method of service agree to service of process in any such litigation, legal proceeding or action by mailing of copies thereof to it such Member at its address as set forth in Section 13.315.12; (ge) agrees agree that any service made as provided herein shall be effective and binding service in every respect; and (hf) agrees agree that nothing herein shall affect the rights of any party Member to effect service of process in any other manner permitted by Lawlaw. EACH PARTY HERETO IRREVOCABLY AND ABSOLUTELY MEMBER WAIVES THE RIGHT TO A TRIAL BY JURY IN ANY DISPUTE IN CONNECTION WITH, ARISING UNDER WITH OR RELATING TO THIS AGREEMENT, ANY RELATED AGREEMENT OR ANY MATTERS DESCRIBED OR CONTEMPLATED HEREBY HEREIN OR THEREBYTHEREIN, AND AGREES TO TAKE ANY AND ALL ACTION NECESSARY OR APPROPRIATE TO EFFECT SUCH WAIVER.

Jurisdiction of Disputes; Waiver of Jury Trial. Each party to this Agreement hereby (a) agrees that any litigation, proceeding or other legal action Proceeding in connection with or relating to this Agreement, any Related Agreement or any matters contemplated hereby or thereby, shall be brought by any party solely in a court of competent jurisdiction located within the County of New York, in the State of New York, whether a state or federal court; (b) agrees that in connection with any such litigation, proceeding or actionProceeding, it will consent and submit to personal jurisdiction in any such court described in clause (a) of this Section 13.16 and to service of process upon it in accordance with the rules and statutes governing service of process; (c) agrees to waive to the full extent permitted by Law any objection that it may now or hereafter have to the venue of any such litigation, proceeding or action Proceeding in any such court or that any such litigation, proceeding or action Proceeding was brought in an inconvenient forum; (d) designates, appoints and directs CT Corporation System as its authorized agent to receive on its behalf service of any and all process and documents in any such litigation, proceeding or action Proceeding in the County of New York, in the State of New York; (e) agrees to notify the other parties to this Agreement immediately if such agent shall refuse to act, or be prevented from acting, as agent and, in such event, promptly to designate another agent in the County of New York, in the State of New York to serve in place of such agent and deliver to the other parties written evidence of such substitute agent’s 's acceptance of such designation; (f) agrees as an alternative method of service to service of process in any such litigation, proceeding or action Proceeding by mailing of copies thereof to it at its address set forth in Section 13.3; (g) agrees that any service made as provided herein shall be effective and binding service in every respect; and (h) agrees that nothing herein shall affect the rights of any party to effect service of process in any other manner permitted by Law. EACH PARTY HERETO IRREVOCABLY AND ABSOLUTELY WAIVES THE RIGHT TO A TRIAL BY JURY IN ANY DISPUTE IN CONNECTION WITH, ARISING UNDER OR RELATING TO THIS AGREEMENT, ANY RELATED AGREEMENT OR ANY MATTERS CONTEMPLATED HEREBY OR THEREBY, AND AGREES TO TAKE ANY AND ALL ACTION NECESSARY OR APPROPRIATE TO EFFECT SUCH WAIVER.

Jurisdiction of Disputes; Waiver of Jury Trial. Each In the event either party to this Agreement hereby (a) agrees that commences any litigation, proceeding or other legal action in connection with or relating to this Agreement, any Related Agreement or any matters described or contemplated herein or therein, with respect to any of the matters described or contemplated herein or therein, the parties to this Agreement hereby (a) agree under all circumstances absolutely and irrevocably to institute any litigation, proceeding or thereby, shall be brought by any party solely other legal action in a court of competent jurisdiction located within the County City of New YorkDallas, in the State of New YorkTexas, whether a state or federal court; , (b) agrees agree that in connection with the event of any such litigation, proceeding or action, it such parties will consent and submit to personal jurisdiction in any such court described in clause (a) of this Section 13.16 and to service of process upon it them in accordance with the rules and statutes governing service of process; process (it being understood that nothing in this Section shall be deemed to prevent any party from seeking to remove any action to a federal court in Dallas, Texas, (c) agrees agree to waive to the full extent permitted by Law law any objection that it they may now or hereafter have to the venue of any such litigation, proceeding or action in any such court or that any such litigation, proceeding or action was brought in an inconvenient forum; , (d) designatesdesignate, appoints appoint and directs direct CT Corporation System as its authorized agent to receive on its behalf service of any and all process and documents in any such litigation, legal proceeding or action in the County of New York, in the State of New York; Texas, (e) agrees agree to notify the other parties to this Agreement immediately if such agent shall refuse to act, or be prevented from acting, as agent and, in such event, promptly to designate another agent in the County City of New YorkDallas, in the State of New York Texas, satisfactory to ACG and CTI, to serve in place of such agent and deliver to the other parties written evidence of such substitute agent’s 's acceptance of such designation; (f) agrees agree as an alternative method of service to service of process in any such litigation, legal proceeding or action by mailing of copies thereof to it such party at its address set forth here in Section 13.3for communications to such party; (g) agrees agree that any service made as provided herein shall be effective and binding service in every respect; and (h) agrees agree that nothing herein shall affect the rights of any party to effect service of process in any other manner permitted by Law. EACH PARTY HERETO IRREVOCABLY AND ABSOLUTELY WAIVES THE RIGHT TO A TRIAL BY JURY IN ANY DISPUTE IN CONNECTION WITH, ARISING UNDER WITH OR RELATING TO THIS AGREEMENT, ANY RELATED AGREEMENT OR ANY MATTERS DESCRIBED OR CONTEMPLATED HEREBY HEREIN OR THEREBYTHEREIN, AND AGREES AGREE TO TAKE ANY AND ALL ACTION NECESSARY OR APPROPRIATE TO EFFECT SUCH WAIVER. (The remainder of this page is left intentionally blank.)

Jurisdiction of Disputes; Waiver of Jury Trial. Each In the event any party to this Agreement hereby (a) agrees that commences any litigation, proceeding or other legal action in connection with or relating to this Agreement, any Related Agreement or any matters described or contemplated herein, with respect to any of the matters described or contemplated herein or therein, the parties to this Agreement hereby (a) agree under all circumstances absolutely and irrevocably to institute any litigation, proceeding or thereby, shall be brought by any party solely other legal action in a court of competent jurisdiction located within the City and County of New York, in the State of New York, whether a state or federal court; (b) agrees agree that in connection with the event of any such litigation, proceeding or action, it such parties will consent and submit to personal jurisdiction in any such court described in clause (a) of this Section 13.16 and to service of process upon it them in accordance with the rules and statutes governing service of processprocess (it being understood that nothing in this Section shall be deemed to prevent any party from seeking to remove any action to a federal court in New York, New York); (c) agrees agree to waive to the full extent permitted by Law law any objection that it they may now or hereafter have to the venue of any such litigation, proceeding or action in any such court or that any such litigation, proceeding or action was brought in an inconvenient forum; (d) designates, appoints and directs CT Corporation System as its authorized agent to receive on its behalf service of any and all process and documents in any such litigation, proceeding or action in the County of New York, in the State of New York; (e) agrees to notify the other parties to this Agreement immediately if such agent shall refuse to act, or be prevented from acting, as agent and, in such event, promptly to designate another agent in the County of New York, in the State of New York to serve in place of such agent and deliver to the other parties written evidence of such substitute agent’s acceptance of such designation; (f) agrees agree as an alternative method of service to service of process in any such litigation, legal proceeding or action by mailing of copies thereof to it such party at its address set forth here in Section 13.3for communications to such party; (ge) agrees agree that any service made as provided herein shall be effective and binding service in every respect; and (hf) agrees agree that nothing herein shall affect the rights of any party to effect service of process in any other manner permitted by Law. EACH PARTY HERETO IRREVOCABLY AND ABSOLUTELY WAIVES THE RIGHT TO A TRIAL BY JURY IN ANY DISPUTE IN CONNECTION WITH, ARISING UNDER WITH OR RELATING TO THIS AGREEMENT, ANY RELATED AGREEMENT OR ANY MATTERS DESCRIBED OR CONTEMPLATED HEREBY HEREIN OR THEREBYTHEREIN, AND AGREES AGREE TO TAKE ANY AND ALL ACTION NECESSARY OR APPROPRIATE TO EFFECT SUCH WAIVER.