Common use of Jurisdiction, Venue and Waiver of Jury Trial Clause in Contracts

Jurisdiction, Venue and Waiver of Jury Trial. EXECUTIVE AND THE COMPANY AGREE THAT ANY ACTION, SUIT OR PROCEEDING IN RESPECT OF OR ARISING OUT OF THIS AGREEMENT, ITS VALIDITY OR PERFORMANCE, AT THE SOLE OPTION OF EXECUTIVE AND THE COMPANY, THEIR SUCCESSORS AND ASSIGNS, SHALL BE INITIATED AND PROSECUTED AS TO ALL PARTIES AND THEIR HEIRS, SUCCESSORS AND ASSIGNS IN DENVER, COLORADO. EXECUTIVE AND THE COMPANY EACH CONSENTS TO AND SUBMITS TO THE EXERCISE OF JURISDICTION OVER HIS/HER OR ITS PERSON BY ANY COURT SITUATED IN DENVER, COLORADO, HAVING JURISDICTION OVER THE SUBJECT MATTER, WAIVES PERSONAL SERVICE OF ANY AND ALL PROCESS UPON IT AND CONSENTS THAT ALL SUCH SERVICE OF PROCESS MAY BE MADE BY REGISTERED MAIL DIRECTED TO EXECUTIVE AND THE COMPANY AT THEIR ADDRESSES SET FORTH ABOVE AND SERVICE SO MADE SHALL BE DEEMED TO BE COMPLETED FIVE (5) BUSINESS DAYS AFTER SUCH PROCESS SHALL HAVE BEEN DEPOSITED IN THE U.S. MAIL, POSTAGE PREPAID. EACH PARTY WAIVES TRIAL BY JURY, ANY OBJECTION BASED ON FORUM NON CONVENIENS, AND ANY OBJECTION TO VENUE OF ANY ACTION INSTITUTED HEREUNDER, AND CONSENTS TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY THE COURT.

Jurisdiction, Venue and Waiver of Jury Trial. EXECUTIVE EMPLOYEE AND THE COMPANY AGREE THAT ANY ACTION, SUIT OR PROCEEDING IN RESPECT OF OR ARISING OUT OF THIS AGREEMENT, ITS VALIDITY OR PERFORMANCE, AT THE SOLE OPTION OF EXECUTIVE EMPLOYEE AND THE COMPANY, THEIR SUCCESSORS AND ASSIGNS, SHALL BE INITIATED AND PROSECUTED AS TO ALL PARTIES AND THEIR HEIRS, SUCCESSORS AND ASSIGNS IN DENVER, COLORADO. EXECUTIVE EMPLOYEE AND THE COMPANY EACH CONSENTS TO AND SUBMITS TO THE EXERCISE OF JURISDICTION OVER HIS/HER OR ITS PERSON BY ANY COURT SITUATED IN DENVER, COLORADO, HAVING JURISDICTION OVER THE SUBJECT MATTER, WAIVES PERSONAL SERVICE OF ANY AND ALL PROCESS UPON IT AND CONSENTS THAT ALL SUCH SERVICE OF PROCESS MAY BE MADE BY REGISTERED MAIL DIRECTED TO EXECUTIVE EMPLOYEE AND THE COMPANY AT THEIR ADDRESSES SET FORTH ABOVE AND SERVICE SO MADE SHALL BE DEEMED TO BE COMPLETED FIVE (5) BUSINESS DAYS AFTER SUCH PROCESS SHALL HAVE BEEN DEPOSITED IN THE U.S. MAIL, POSTAGE PREPAID. EACH PARTY WAIVES TRIAL BY JURY, ANY OBJECTION BASED ON FORUM NON CONVENIENS, AND ANY OBJECTION TO VENUE OF ANY ACTION INSTITUTED HEREUNDER, AND CONSENTS TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY THE COURT.

Jurisdiction, Venue and Waiver of Jury Trial. EXECUTIVE EACH PARTY HEREBY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE STATE AND THE COMPANY AGREE THAT FEDERAL COURTS IN SALT LAKE CITY, UTAH AND ANY ACTIONAPPELLATE COURT THEREFROM, SUIT OR IN ANY PROCEEDING IN RESPECT OF OR ARISING OUT OF OR RELATING TO THIS AGREEMENT, ITS VALIDITY OR PERFORMANCEANY ANCILLARY DOCUMENT, AT THE SOLE OPTION OF EXECUTIVE AND THE COMPANYTRANSACTIONS CONTEMPLATED HEREBY AND THEREBY, THEIR SUCCESSORS AND ASSIGNS, SHALL BE INITIATED AND PROSECUTED AS TO ALL PARTIES AND THEIR HEIRS, SUCCESSORS AND ASSIGNS IN DENVER, COLORADO. EXECUTIVE AND THE COMPANY EACH CONSENTS TO AND SUBMITS TO THE EXERCISE RESPECTIVE COURT TO WHICH AN APPEAL OF JURISDICTION OVER HIS/HER OR ITS PERSON BY ANY COURT SITUATED IN DENVER, COLORADO, HAVING JURISDICTION OVER THE SUBJECT MATTER, WAIVES PERSONAL SERVICE DECISIONS OF ANY AND ALL PROCESS UPON IT AND CONSENTS THAT ALL SUCH SERVICE OF PROCESS COURT MAY BE MADE BY REGISTERED MAIL DIRECTED TAKEN, AND EACH PARTY AGREES NOT TO EXECUTIVE AND COMMENCE, OR COOPERATE IN OR ENCOURAGE THE COMPANY AT THEIR ADDRESSES SET FORTH ABOVE AND SERVICE SO MADE SHALL BE DEEMED TO BE COMPLETED FIVE (5) BUSINESS DAYS AFTER COMMENCEMENT OF, ANY SUCH PROCESS SHALL HAVE BEEN DEPOSITED PROCEEDING, EXCEPT IN THE U.S. MAIL, POSTAGE PREPAIDSUCH A COURT. EACH PARTY WAIVES TRIAL BY JURYHEREBY IRREVOCABLY WAIVES, ANY OBJECTION BASED ON TO THE FULLEST EXTENT IT MAY DO SO, THE DEFENSE OF AN INCONVENIENT FORUM NON CONVENIENSTO THE MAINTENANCE THEREIN OF SUCH A PROCEEDING. EACH PARTY HEREBY IRREVOCABLY CONSENTS TO THE SERVICE OF A COPY OF THE SUMMONS AND COMPLAINT, AND ANY OBJECTION OTHER PROCESS WITH RESPECT TO VENUE OF ANY ACTION INSTITUTED HEREUNDERSUCH PROCEEDING THAT MAY BE SERVED IN ANY SUCH PROCEEDING, AND CONSENTS BY CERTIFIED MAIL, RETURN RECEIPT REQUESTED, BY DELIVERING A COPY THEREOF TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE PARTY AT ITS RESPECTIVE ADDRESS, BY THE COURTREQUIREMENTS OF SECTION 9.1 OR BY ANY OTHER METHOD PROVIDED BY APPLICABLE LAW. EACH PARTY HEREBY AGREES THAT A FINAL JUDGMENT IN ANY SUCH PROCEEDING WILL BE CONCLUSIVE AND MAY BE ENFORCED IN ANY JURISDICTION BY SUIT ON THE JUDGMENT OR BY ANY OTHER MANNER PROVIDED BY APPLICABLE LAW. EACH PARTY HEREBY EXPRESSLY WAIVES ANY RIGHT IT MAY HAVE TO A JURY TRIAL IN ANY SUCH PROCEEDING.

Jurisdiction, Venue and Waiver of Jury Trial. EXECUTIVE ADMINISTRATIVE BORROWER; JOINT AND THE COMPANY AGREE THAT SEVERAL OBLIGATIONS Section 13.1 Jurisdiction and Service of Process. FOR PURPOSES OF ANY ACTION, SUIT LEGAL ACTION OR PROCEEDING IN BROUGHT BY ANY MEMBER OF THE LENDER GROUP WITH RESPECT OF TO THIS AGREEMENT OR ARISING OUT OF THIS AGREEMENTANY OTHER LOAN DOCUMENT OR ANY BANK PRODUCT DOCUMENTS, ITS VALIDITY OR PERFORMANCE, AT THE SOLE OPTION OF EXECUTIVE AND THE COMPANY, THEIR SUCCESSORS AND ASSIGNS, SHALL BE INITIATED AND PROSECUTED AS TO ALL PARTIES AND THEIR HEIRS, SUCCESSORS AND ASSIGNS IN DENVER, COLORADO. EXECUTIVE AND THE COMPANY EACH CONSENTS TO AND BORROWER PARTY HEREBY IRREVOCABLY SUBMITS TO THE EXERCISE PERSONAL JURISDICTION OF THE FEDERAL AND STATE COURTS SITTING IN THE COUNTY OF NEW YORK, STATE OF NEW YORK. THE CONSENT TO JURISDICTION OVER HIS/HER OR ITS PERSON BY ANY COURT SITUATED IN DENVER, COLORADO, HAVING JURISDICTION OVER THE SUBJECT MATTER, WAIVES PERSONAL SERVICE OF ANY AND ALL PROCESS UPON IT AND HEREIN SHALL NOT BE EXCLUSIVE. EACH BORROWER PARTY FURTHER IRREVOCABLY CONSENTS THAT ALL SUCH TO SERVICE OF PROCESS MAY BE MADE IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL DIRECTED TO EXECUTIVE AND SUCH BORROWER PARTY AT THE COMPANY AT THEIR ADDRESSES ADDRESS SET FORTH ABOVE AND ABOVE, SUCH SERVICE SO MADE SHALL BE DEEMED TO BE COMPLETED FIVE BECOME EFFECTIVE THREE (53) BUSINESS DAYS AFTER SUCH PROCESS SHALL HAVE BEEN DEPOSITED MAILING. IN THE U.S. MAILEVENT THAT, POSTAGE PREPAIDFOR ANY REASON, SERVICE OF LEGAL PROCESS CANNOT BE MADE IN THE MANNER DESCRIBED ABOVE, SUCH SERVICE MAY BE MADE IN SUCH MANNER AS PERMITTED BY LAW. Section 13.2 Consent to Venue. EACH BORROWER PARTY HEREBY IRREVOCABLY WAIVES TRIAL BY JURY, ANY OBJECTION BASED ON FORUM NON CONVENIENS, AND ANY OBJECTION TO IT WOULD MAKE NOW OR HEREAFTER FOR THE LAYING OF VENUE OF ANY ACTION INSTITUTED HEREUNDERSUIT, ACTION, OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT BROUGHT IN THE FEDERAL COURTS OF THE UNITED STATES OF AMERICA SITTING IN NEW YORK, NEW YORK, AND CONSENTS TO THE GRANTING OF HEREBY IRREVOCABLY WAIVES ANY CLAIM THAT ANY SUCH LEGAL SUIT, ACTION, OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY THE COURTPROCEEDING HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

Jurisdiction, Venue and Waiver of Jury Trial. EXECUTIVE BORROWER HEREBY IRREVOCABLY CONSENTS TO THE NON-EXCLUSIVE JURISDICTION OF ANY STATE OR FEDERAL COURT IN THE STATE OF NEW YORK, AND CONSENTS THAT BANK MAY EFFECT ANY SERVICE OF PROCESS IN THE COMPANY AGREE MANNER AND AT BORROWER’S ADDRESS SET FORTH FOR PROVIDING NOTICE OR DEMAND; PROVIDED THAT NOTHING CONTAINED IN THIS AGREEMENT WILL PREVENT BANK FROM BRINGING ANY ACTION, SUIT ENFORCING ANY AWARD OR PROCEEDING IN RESPECT JUDGMENT OR EXERCISING ANY RIGHTS AGAINST BORROWER INDIVIDUALLY, AGAINST ANY SECURITY OR AGAINST ANY PROPERTY OF BORROWER WITHIN ANY OTHER COUNTY, STATE OR ARISING OUT OF THIS AGREEMENT, ITS VALIDITY OTHER FOREIGN OR PERFORMANCE, AT DOMESTIC JURISDICTION. BORROWER ACKNOWLEDGES AND AGREES THAT THE SOLE OPTION OF EXECUTIVE VENUE PROVIDED ABOVE IS THE MOST CONVENIENT FORUM FOR BOTH BORROWER AND THE COMPANY, THEIR SUCCESSORS BANK. BORROWER WAIVES ANY OBJECTION TO VENUE AND ASSIGNS, SHALL BE INITIATED AND PROSECUTED AS TO ALL PARTIES AND THEIR HEIRS, SUCCESSORS AND ASSIGNS IN DENVER, COLORADO. EXECUTIVE AND THE COMPANY EACH CONSENTS TO AND SUBMITS TO THE EXERCISE OF JURISDICTION OVER HIS/HER OR ITS PERSON BY ANY COURT SITUATED IN DENVER, COLORADO, HAVING JURISDICTION OVER THE SUBJECT MATTER, WAIVES PERSONAL SERVICE OF ANY AND ALL PROCESS UPON IT AND CONSENTS THAT ALL SUCH SERVICE OF PROCESS MAY BE MADE BY REGISTERED MAIL DIRECTED TO EXECUTIVE AND THE COMPANY AT THEIR ADDRESSES SET FORTH ABOVE AND SERVICE SO MADE SHALL BE DEEMED TO BE COMPLETED FIVE (5) BUSINESS DAYS AFTER SUCH PROCESS SHALL HAVE BEEN DEPOSITED IN THE U.S. MAIL, POSTAGE PREPAID. EACH PARTY WAIVES TRIAL BY JURY, ANY OBJECTION BASED ON A MORE CONVENIENT FORUM NON CONVENIENS, AND ANY OBJECTION TO VENUE OF IN ANY ACTION INSTITUTED HEREUNDERUNDER THIS AGREEMENT. EACH PARTY HERETO KNOWINGLY, VOLUNTARILY AND CONSENTS INTENTIONALLY WAIVES (TO THE GRANTING EXTENT PERMITTED BY APPLICABLE LAW AND UPON CONFERRING WITH THEIR RESPECTIVE COUNSEL) ANY AND ALL RIGHTS IT MAY HAVE TO A TRIAL BY JURY OF ANY DISPUTE ARISING UNDER OR RELATING TO THIS AGREEMENT AND AGREES THAT ANY SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY THE COURTDISPUTE SHALL BE TRIED BEFORE A JUDGE SITTING WITHOUT A JURY.

Jurisdiction, Venue and Waiver of Jury Trial. EXECUTIVE (a) The forum having the proper jurisdiction and venue to adjudicate any claim, dispute or default which may arise out of the execution and delivery of this Guaranty and the performance of the Guarantor's obligations hereunder shall be the Circuit Court of the City of Richmond, Virginia, and the proper appellate courts of the Commonwealth of Virginia, or the United States District Court of the Eastern District of Virginia, Richmond Division, and the proper appellate courts of the United States, unless the Lender in its sole discretion chooses to bring suit on its own behalf in some other court of competent jurisdiction. The Guarantor and Lender expressly submit and consent to such jurisdiction and venue and specifically waive any and all rights it may have to contest the jurisdiction and/or venue of the above mentioned forums and to demand any other forums. The Guarantor and Lender waive personal service of any and all legal process upon them and consent and agree that all such service may be made by Registered Mail directed to the Guarantor or Lender, as the case may be, at the address for notices set forth at the end of this Agreement, and service so made shall be deemed to be completed on the date the return receipt therefor is signed. (b) TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, LENDER AND THE COMPANY AGREE THAT GUARANTOR WAIVE ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, SUIT PROCEEDING OR PROCEEDING IN RESPECT OF OR COUNTERCLAIM ON ANY MATTER ARISING OUT OF THIS AGREEMENT, ITS VALIDITY OR PERFORMANCE, AT THE SOLE OPTION OF EXECUTIVE GUARANTY AND THE COMPANYGUARANTOR'S OBLIGATIONS HEREUNDER. THIS WAIVER IS KNOWINGLY, THEIR SUCCESSORS WILLINGLY AND ASSIGNSVOLUNTARILY MADE BY THE LENDER AND GUARANTOR, SHALL BE INITIATED AND PROSECUTED AS TO ALL PARTIES LENDER AND THEIR HEIRS, SUCCESSORS AND ASSIGNS IN DENVER, COLORADO. EXECUTIVE AND THE COMPANY EACH CONSENTS TO AND SUBMITS TO THE EXERCISE GUARANTOR HEREBY REPRESENT THAT NO REPRESENTATIONS OF JURISDICTION OVER HIS/HER FACT OR ITS PERSON OPINION HAVE BEEN MADE BY ANY COURT SITUATED INDIVIDUAL TO INDUCE THIS WAIVER OF TRIAL BY JURY OR IN DENVER, COLORADO, HAVING JURISDICTION OVER ANY WAY MODIFY OR NULLIFY ITS EFFECT. THE SUBJECT MATTER, WAIVES PERSONAL SERVICE OF ANY LENDER AND ALL PROCESS UPON IT AND CONSENTS GUARANTOR FURTHER REPRESENTS THAT ALL SUCH SERVICE OF PROCESS MAY BE MADE BY REGISTERED MAIL DIRECTED TO EXECUTIVE AND THE COMPANY AT THEIR ADDRESSES SET FORTH ABOVE AND SERVICE SO MADE SHALL BE DEEMED TO BE COMPLETED FIVE (5) BUSINESS DAYS AFTER SUCH PROCESS SHALL THEY HAVE BEEN DEPOSITED REPRESENTED IN THE U.S. MAILSIGNING OF THIS AGREEMENT AND IN THE MAKING OF THIS WAIVER BY INDEPENDENT LEGAL COUNSEL, POSTAGE PREPAID. EACH PARTY WAIVES TRIAL BY JURY, ANY OBJECTION BASED ON FORUM NON CONVENIENSSELECTED OF THEIR OWN FREE WILL, AND ANY OBJECTION THAT THEY HAVE HAD THE OPPORTUNITY TO VENUE OF ANY ACTION INSTITUTED HEREUNDER, AND CONSENTS TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY THE COURTDISCUSS THIS WAIVER WITH COUNSEL.

Jurisdiction, Venue and Waiver of Jury Trial. EXECUTIVE AND THE COMPANY AGREE THAT ANY ACTION, SUIT OR PROCEEDING IN RESPECT OF OR ARISING OUT OF THIS AGREEMENT, ITS VALIDITY OR PERFORMANCE, AT THE SOLE OPTION OF EXECUTIVE AND THE COMPANY, THEIR SUCCESSORS AND ASSIGNS, SHALL BE INITIATED AND PROSECUTED AS TO ALL PARTIES AND THEIR HEIRS, SUCCESSORS AND ASSIGNS IN DENVER, COLORADO. EXECUTIVE AND THE COMPANY EACH CONSENTS TO AND SUBMITS TO THE EXERCISE OF JURISDICTION OVER HIS/HER HIM OR ITS PERSON BY ANY COURT SITUATED IN DENVER, COLORADO, HAVING JURISDICTION OVER THE SUBJECT MATTER, WAIVES PERSONAL SERVICE OF ANY AND ALL PROCESS UPON IT AND CONSENTS THAT ALL SUCH SERVICE OF PROCESS MAY BE MADE BY REGISTERED MAIL DIRECTED TO EXECUTIVE AND THE COMPANY AT THEIR ADDRESSES SET FORTH ABOVE AND SERVICE SO MADE SHALL BE DEEMED TO BE COMPLETED FIVE (5) BUSINESS DAYS AFTER SUCH PROCESS SHALL HAVE BEEN DEPOSITED IN THE U.S. MAIL, POSTAGE PREPAID. EACH PARTY WAIVES TRIAL BY JURY, ANY OBJECTION BASED ON FORUM NON CONVENIENS, AND ANY OBJECTION TO VENUE OF ANY ACTION INSTITUTED HEREUNDER, AND CONSENTS TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY THE COURT.

Jurisdiction, Venue and Waiver of Jury Trial. EXECUTIVE AND EACH PARTY HEREBY IRREVOCABLY SUBMITS TO THE COMPANY AGREE THAT EXCLUSIVE JURISDICTION OF ANY ACTIONSTATE OR FEDERAL COURT SITTING IN WILMINGTON, SUIT OR DELAWARE IN ANY PROCEEDING IN RESPECT OF OR ARISING OUT OF OR RELATING TO THIS AGREEMENT, ITS VALIDITY OR PERFORMANCE, AT THE SOLE OPTION OF EXECUTIVE AGREEMENT AND THE COMPANY, THEIR SUCCESSORS AND ASSIGNS, SHALL BE INITIATED AND PROSECUTED AS TO ALL PARTIES AND THEIR HEIRS, SUCCESSORS AND ASSIGNS IN DENVER, COLORADO. EXECUTIVE AND THE COMPANY EACH CONSENTS TO AND SUBMITS TO THE EXERCISE RESPECTIVE COURT TO WHICH AN APPEAL OF JURISDICTION OVER HIS/HER OR ITS PERSON BY ANY COURT SITUATED IN DENVER, COLORADO, HAVING JURISDICTION OVER THE SUBJECT MATTER, WAIVES PERSONAL SERVICE DECISIONS OF ANY AND ALL PROCESS UPON IT AND CONSENTS THAT ALL SUCH SERVICE OF PROCESS COURT MAY BE MADE BY REGISTERED MAIL DIRECTED TAKEN, AND EACH PARTY AGREES NOT TO EXECUTIVE AND COMMENCE, OR COOPERATE IN OR ENCOURAGE THE COMPANY AT THEIR ADDRESSES SET FORTH ABOVE AND SERVICE SO MADE SHALL BE DEEMED TO BE COMPLETED FIVE (5) BUSINESS DAYS AFTER COMMENCEMENT OF, ANY SUCH PROCESS SHALL HAVE BEEN DEPOSITED PROCEEDING, EXCEPT IN THE U.S. MAIL, POSTAGE PREPAIDSUCH A COURT. EACH PARTY WAIVES TRIAL BY JURYHEREBY IRREVOCABLY WAIVES, ANY OBJECTION BASED ON TO THE FULLEST EXTENT IT MAY DO SO, THE DEFENSE OF AN INCONVENIENT FORUM NON CONVENIENSTO THE MAINTENANCE THEREIN OF SUCH A PROCEEDING. EACH PARTY HEREBY IRREVOCABLY CONSENTS TO THE SERVICE OF A COPY OF THE SUMMONS AND COMPLAINT, AND ANY OBJECTION OTHER PROCESS WITH RESPECT TO VENUE OF ANY ACTION INSTITUTED HEREUNDERSUCH PROCEEDING THAT MAY BE SERVED IN ANY SUCH PROCEEDING, AND CONSENTS BY CERTIFIED MAIL, RETURN RECEIPT REQUESTED, BY DELIVERING A COPY THEREOF TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE PARTY AT ITS RESPECTIVE ADDRESS SPECIFIED THEREFOR IN SECTION 21, BY THE COURTREQUIREMENTS OF SECTION 21 OR BY ANY OTHER METHOD PROVIDED BY APPLICABLE LAW. EACH PARTY HEREBY AGREES THAT A FINAL JUDGMENT IN ANY SUCH PROCEEDING WILL BE CONCLUSIVE AND MAY BE ENFORCED IN ANY JURISDICTION BY SUIT ON THE JUDGMENT OR BY ANY OTHER MANNER PROVIDED BY APPLICABLE LAW. EACH PARTY HEREBY EXPRESSLY WAIVES ANY RIGHT IT MAY HAVE TO A JURY TRIAL IN ANY SUCH PROCEEDING.

Jurisdiction, Venue and Waiver of Jury Trial. EXECUTIVE EACH PARTY HEREBY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE STATE AND THE COMPANY AGREE THAT FEDERAL COURTS IN SALT LAKE CITY, UTAH AND ANY ACTIONAPPELLATE COURT THEREFROM, SUIT OR IN ANY PROCEEDING IN RESPECT OF OR ARISING OUT OF OR RELATING TO THIS AGREEMENT, ITS VALIDITY OR PERFORMANCEANY ANCILLARY DOCUMENT, AT THE SOLE OPTION OF EXECUTIVE AND THE COMPANYTRANSACTIONS CONTEMPLATED HEREBY AND THEREBY, THEIR SUCCESSORS AND ASSIGNS, SHALL BE INITIATED AND PROSECUTED AS TO ALL PARTIES AND THEIR HEIRS, SUCCESSORS AND ASSIGNS IN DENVER, COLORADO. EXECUTIVE AND THE COMPANY EACH CONSENTS TO AND SUBMITS TO THE EXERCISE RESPECTIVE COURT TO WHICH AN APPEAL OF JURISDICTION OVER HIS/HER OR ITS PERSON BY ANY COURT SITUATED IN DENVER, COLORADO, HAVING JURISDICTION OVER THE SUBJECT MATTER, WAIVES PERSONAL SERVICE DECISIONS OF ANY AND ALL PROCESS UPON IT AND CONSENTS THAT ALL SUCH SERVICE OF PROCESS COURT MAY BE MADE BY REGISTERED MAIL DIRECTED TAKEN, AND EACH PARTY AGREES NOT TO EXECUTIVE AND COMMENCE, OR COOPERATE IN OR ENCOURAGE THE COMPANY AT THEIR ADDRESSES SET FORTH ABOVE AND SERVICE SO MADE SHALL BE DEEMED TO BE COMPLETED FIVE (5) BUSINESS DAYS AFTER COMMENCEMENT OF, ANY SUCH PROCESS SHALL HAVE BEEN DEPOSITED PROCEEDING, EXCEPT IN THE U.S. MAIL, POSTAGE PREPAIDSUCH A COURT. EACH PARTY WAIVES TRIAL BY JURYHEREBY IRREVOCABLY WAIVES, ANY OBJECTION BASED ON TO THE FULLEST EXTENT IT MAY DO SO, THE DEFENSE OF AN INCONVENIENT FORUM NON CONVENIENSTO THE MAINTENANCE THEREIN OF SUCH A PROCEEDING. EACH PARTY HEREBY IRREVOCABLY CONSENTS TO THE SERVICE OF A COPY OF THE SUMMONS AND COMPLAINT, AND ANY OBJECTION OTHER PROCESS WITH RESPECT TO VENUE OF ANY ACTION INSTITUTED HEREUNDERSUCH PROCEEDING THAT MAY BE SERVED IN ANY SUCH PROCEEDING, AND CONSENTS BY CERTIFIED MAIL, RETURN RECEIPT REQUESTED, BY DELIVERING A COPY THEREOF TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE PARTY AT ITS RESPECTIVE ADDRESS, BY THE COURTREQUIREMENTS OF THIS AGREEMENT OR BY ANY OTHER METHOD PROVIDED BY APPLICABLE LAW. EACH PARTY HEREBY AGREES THAT A FINAL JUDGMENT IN ANY SUCH PROCEEDING WILL BE CONCLUSIVE AND MAY BE ENFORCED IN ANY JURISDICTION BY SUIT ON THE JUDGMENT OR BY ANY OTHER MANNER PROVIDED BY APPLICABLE LAW. EACH PARTY HEREBY EXPRESSLY WAIVES ANY RIGHT IT MAY HAVE TO A JURY TRIAL IN ANY SUCH PROCEEDING.

Jurisdiction, Venue and Waiver of Jury Trial. EXECUTIVE AND EACH PARTY HEREBY IRREVOCABLY SUBMITS TO THE COMPANY AGREE THAT EXCLUSIVE JURISDICTION OF ANY ACTIONSTATE OR FEDERAL COURT SITTING IN THE STATE OF MINNESOTA, SUIT OR IN ANY PROCEEDING IN RESPECT OF OR ARISING OUT OF OR RELATING TO THIS AGREEMENT, ITS VALIDITY OR PERFORMANCE, AT THE SOLE OPTION OF EXECUTIVE AGREEMENT AND THE COMPANY, THEIR SUCCESSORS AND ASSIGNS, SHALL BE INITIATED AND PROSECUTED AS TO ALL PARTIES AND THEIR HEIRS, SUCCESSORS AND ASSIGNS IN DENVER, COLORADO. EXECUTIVE AND THE COMPANY EACH CONSENTS TO AND SUBMITS TO THE EXERCISE RESPECTIVE COURT TO WHICH AN APPEAL OF JURISDICTION OVER HIS/HER OR ITS PERSON BY ANY COURT SITUATED IN DENVER, COLORADO, HAVING JURISDICTION OVER THE SUBJECT MATTER, WAIVES PERSONAL SERVICE DECISIONS OF ANY AND ALL PROCESS UPON IT AND CONSENTS THAT ALL SUCH SERVICE OF PROCESS COURT MAY BE MADE BY REGISTERED MAIL DIRECTED TAKEN, AND EACH PARTY AGREES NOT TO EXECUTIVE AND COMMENCE, OR COOPERATE IN OR ENCOURAGE THE COMPANY AT THEIR ADDRESSES SET FORTH ABOVE AND SERVICE SO MADE SHALL BE DEEMED TO BE COMPLETED FIVE (5) BUSINESS DAYS AFTER COMMENCEMENT OF, ANY SUCH PROCESS SHALL HAVE BEEN DEPOSITED PROCEEDING, EXCEPT IN THE U.S. MAIL, POSTAGE PREPAIDSUCH A COURT. EACH PARTY WAIVES TRIAL BY JURYHEREBY IRREVOCABLY WAIVES, ANY OBJECTION BASED ON FORUM NON CONVENIENS, AND ANY OBJECTION TO VENUE OF ANY ACTION INSTITUTED HEREUNDER, AND CONSENTS TO THE GRANTING FULLEST EXTENT IT MAY DO SO, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE THEREIN OF SUCH LEGAL A PROCEEDING. EACH PARTY HEREBY AGREES THAT A FINAL JUDGMENT IN ANY SUCH PROCEEDING WILL BE CONCLUSIVE AND MAY BE ENFORCED IN ANY JURISDICTION BY SUIT ON THE JUDGMENT OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY THE COURT.ANY OTHER MANNER PROVIDED BY APPLICABLE LAW. EACH PARTY HEREBY EXPRESSLY WAIVES ANY RIGHT IT MAY HAVE TO A JURY TRIAL IN ANY SUCH PROCEEDING. Table of Contents

Jurisdiction, Venue and Waiver of Jury Trial. EXECUTIVE AND (a) The forum having the proper jurisdiction and venue to adjudicate any claim, dispute or default which may arise out of the execution and delivery of this Guaranty and the performance of the Guarantor's obligations hereunder shall be the Circuit Court of the City of Richmond, Virginia, and the proper appellate courts of the Commonwealth of Virginia, or the United States District Court of the Eastern District of Virginia, Richmond Division, and the proper appellate courts of the United States, unless the Lender in its sole discretion chooses to bring suit on its own behalf in some other court of competent jurisdiction. The Guarantor expressly submits and consents to such jurisdiction and venue and specifically waives any and all rights it may have to contest the jurisdiction and/or venue of the above mentioned forums and to demand any other forums. The Guarantor waives personal service of any and all legal process upon him and consents and agrees that all such service may be made by Registered Mail directed to the Guarantor at the address for notices set forth at the end of this Agreement, and service so made shall be deemed to be completed on the date the return receipt therefor is signed. (b) TO THE COMPANY AGREE THAT FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EACH GUARANTOR WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, SUIT PROCEEDING OR PROCEEDING IN RESPECT OF OR COUNTERCLAIM BROUGHT BY EITHER PARTY AGAINST THE OTHER ON ANY MATTER ARISING OUT OF THIS AGREEMENT, ITS VALIDITY OR PERFORMANCE, AT THE SOLE OPTION OF EXECUTIVE GUARANTY AND THE COMPANYGUARANTOR'S OBLIGATIONS HEREUNDER. THIS WAIVER IS KNOWINGLY, THEIR SUCCESSORS WILLINGLY AND ASSIGNSVOLUNTARILY MADE BY THE GUARANTOR, SHALL BE INITIATED AND PROSECUTED AS TO ALL PARTIES AND THEIR HEIRS, SUCCESSORS AND ASSIGNS IN DENVER, COLORADO. EXECUTIVE AND THE COMPANY EACH CONSENTS TO AND SUBMITS TO THE EXERCISE GUARANTOR HEREBY REPRESENTS THAT NO REPRESENTATIONS OF JURISDICTION OVER HIS/HER FACT OR ITS PERSON OPINION HAVE BEEN MADE BY ANY COURT SITUATED INDIVIDUAL TO INDUCE THIS WAIVER OF TRIAL BY JURY OR IN DENVER, COLORADO, HAVING JURISDICTION OVER ANY WAY MODIFY OR NULLIFY ITS EFFECT. THE SUBJECT MATTER, WAIVES PERSONAL SERVICE OF ANY AND ALL PROCESS UPON GUARANTOR FURTHER REPRESENTS THAT IT AND CONSENTS THAT ALL SUCH SERVICE OF PROCESS MAY BE MADE BY REGISTERED MAIL DIRECTED TO EXECUTIVE AND THE COMPANY AT THEIR ADDRESSES SET FORTH ABOVE AND SERVICE SO MADE SHALL BE DEEMED TO BE COMPLETED FIVE (5) BUSINESS DAYS AFTER SUCH PROCESS SHALL HAVE HAS BEEN DEPOSITED REPRESENTED IN THE U.S. MAILSIGNING OF THIS AGREEMENT AND IN THE MAKING OF THIS WAIVER BY INDEPENDENT LEGAL COUNSEL, POSTAGE PREPAID. EACH PARTY WAIVES TRIAL BY JURY, ANY OBJECTION BASED ON FORUM NON CONVENIENSSELECTED OF ITS OWN FREE WILL, AND ANY OBJECTION THAT IT HAS HAD THE OPPORTUNITY TO VENUE OF ANY ACTION INSTITUTED HEREUNDER, AND CONSENTS TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY THE COURTDISCUSS THIS WAIVER WITH COUNSEL.

Jurisdiction, Venue and Waiver of Jury Trial. EXECUTIVE EACH PARTY HEREBY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF ANY STATE OR FEDERAL COURT SITTING IN WILMINGTON, DELAWARE, IN ANY PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT AND TO THE COMPANY AGREE RESPECTIVE COURT TO WHICH AN APPEAL OF THE DECISIONS OF ANY SUCH COURT MAY BE TAKEN, AND EACH PARTY AGREES NOT TO COMMENCE, OR COOPERATE IN OR ENCOURAGE THE COMMENCEMENT OF, ANY SUCH PROCEEDING, EXCEPT IN SUCH A COURT. EACH PARTY HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT IT MAY DO SO, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE THEREIN OF SUCH A PROCEEDING. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW WHICH CANNOT BE WAIVED, EACH PARTY HEREBY WAIVES AND COVENANTS THAT IT WILL NOT ASSERT (WHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE) ANY ACTION, SUIT OR PROCEEDING RIGHT TO TRIAL BY JURY IN ANY FORUM IN RESPECT OF ANY ISSUE OR ACTION, CLAIM, CAUSE OF ACTION OR SUIT (IN CONTRACT, TORT OR OTHERWISE), INQUIRY, PROCEEDING OR INVESTIGATION ARISING OUT OF OR BASED UPON THIS AGREEMENT, ITS VALIDITY AGREEMENT OR PERFORMANCE, AT THE SOLE OPTION OF EXECUTIVE AND THE COMPANY, THEIR SUCCESSORS AND ASSIGNS, SHALL BE INITIATED AND PROSECUTED AS TO ALL PARTIES AND THEIR HEIRS, SUCCESSORS AND ASSIGNS SUBJECT MATTER HEREOF OR IN DENVER, COLORADO. EXECUTIVE AND THE COMPANY EACH CONSENTS TO AND SUBMITS ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE EXERCISE OF JURISDICTION OVER HIS/HER TRANSACTIONS CONTEMPLATED HEREBY, IN EACH CASE WHETHER NOW EXISTING OR ITS PERSON BY ANY COURT SITUATED IN DENVER, COLORADO, HAVING JURISDICTION OVER THE SUBJECT MATTER, WAIVES PERSONAL SERVICE OF ANY AND ALL PROCESS UPON IT AND CONSENTS THAT ALL SUCH SERVICE OF PROCESS MAY BE MADE BY REGISTERED MAIL DIRECTED TO EXECUTIVE AND THE COMPANY AT THEIR ADDRESSES SET FORTH ABOVE AND SERVICE SO MADE SHALL BE DEEMED TO BE COMPLETED FIVE (5) BUSINESS DAYS AFTER SUCH PROCESS SHALL HAVE BEEN DEPOSITED IN THE U.S. MAIL, POSTAGE PREPAIDHEREAFTER ARISING. EACH PARTY WAIVES ACKNOWLEDGES THAT IT HAS BEEN INFORMED BY THE OTHER PARTIES THAT THIS SECTION 12.7 CONSTITUTES A MATERIAL INDUCEMENT UPON WHICH THEY ARE RELYING AND WILL RELY IN ENTERING INTO THIS AGREEMENT. ANY PARTY MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION 12.7 WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF EACH SUCH PARTY TO THE WAIVER OF ITS RIGHT TO TRIAL BY JURY, ANY OBJECTION BASED ON FORUM NON CONVENIENS, AND ANY OBJECTION TO VENUE OF ANY ACTION INSTITUTED HEREUNDER, AND CONSENTS TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY THE COURT.

Jurisdiction, Venue and Waiver of Jury Trial. EXECUTIVE (a) EACH PARTY HEREBY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE STATE COURTS IN HENNEPIN COUNTY, MINNESOTA AND ANY APPELLATE COURT THEREFROM, OR, IN THE COMPANY AGREE EVENT THAT SUCH COURT DOES NOT HAVE JURISDICTION OVER SUCH ACTION OR PROCEEDING, THE FEDERAL COURTS OF THE UNITED STATES OF AMERICA LOCATED IN THE STATE OF MINNESOTA, AND ANY ACTIONAPPELLATE COURT THEREFROM, SUIT OR IN ANY PROCEEDING IN RESPECT OF OR ARISING OUT OF OR RELATING TO THIS AGREEMENT, ITS VALIDITY OR PERFORMANCEANY ANCILLARY DOCUMENT, AT THE SOLE OPTION OF EXECUTIVE AND THE COMPANYTRANSACTIONS CONTEMPLATED HEREBY AND THEREBY, THEIR SUCCESSORS AND ASSIGNS, SHALL BE INITIATED AND PROSECUTED AS TO ALL PARTIES AND THEIR HEIRS, SUCCESSORS AND ASSIGNS IN DENVER, COLORADO. EXECUTIVE AND THE COMPANY EACH CONSENTS TO AND SUBMITS TO THE EXERCISE RESPECTIVE COURT TO WHICH AN APPEAL OF JURISDICTION OVER HIS/HER OR ITS PERSON BY ANY COURT SITUATED IN DENVER, COLORADO, HAVING JURISDICTION OVER THE SUBJECT MATTER, WAIVES PERSONAL SERVICE DECISIONS OF ANY AND ALL PROCESS UPON IT AND CONSENTS THAT ALL SUCH SERVICE OF PROCESS COURT MAY BE MADE BY REGISTERED MAIL DIRECTED TAKEN, AND EACH PARTY AGREES NOT TO EXECUTIVE AND COMMENCE, OR COOPERATE IN OR ENCOURAGE THE COMPANY AT THEIR ADDRESSES SET FORTH ABOVE AND SERVICE SO MADE SHALL BE DEEMED TO BE COMPLETED FIVE (5) BUSINESS DAYS AFTER COMMENCEMENT OF, ANY SUCH PROCESS SHALL HAVE BEEN DEPOSITED PROCEEDING, EXCEPT IN THE U.S. MAIL, POSTAGE PREPAIDSUCH A COURT. EACH PARTY WAIVES TRIAL BY JURYHEREBY IRREVOCABLY WAIVES, ANY OBJECTION BASED ON TO THE FULLEST EXTENT IT MAY DO SO, THE DEFENSE OF AN INCONVENIENT FORUM NON CONVENIENSTO THE MAINTENANCE THEREIN OF SUCH A PROCEEDING. EACH PARTY HEREBY IRREVOCABLY CONSENTS TO THE SERVICE OF A COPY OF THE SUMMONS AND COMPLAINT, AND ANY OBJECTION OTHER PROCESS WITH RESPECT TO VENUE OF ANY ACTION INSTITUTED HEREUNDERSUCH PROCEEDING THAT MAY BE SERVED IN ANY SUCH PROCEEDING, AND CONSENTS BY CERTIFIED MAIL, RETURN RECEIPT REQUESTED, BY DELIVERING A COPY THEREOF TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE PARTY AT ITS RESPECTIVE ADDRESS, BY THE COURTREQUIREMENTS OF SECTION 9.1 OR BY ANY OTHER METHOD PROVIDED BY APPLICABLE LAW. EACH PARTY HEREBY AGREES THAT A FINAL JUDGMENT IN ANY SUCH PROCEEDING WILL BE CONCLUSIVE AND MAY BE ENFORCED IN ANY JURISDICTION BY SUIT ON THE JUDGMENT OR BY ANY OTHER MANNER PROVIDED BY APPLICABLE LAW. EACH PARTY HEREBY EXPRESSLY WAIVES ANY RIGHT IT MAY HAVE TO A JURY TRIAL IN ANY SUCH PROCEEDING. (b) Notwithstanding anything herein to the contrary, each Seller and the Acquired Companies agree, on their own behalf and on behalf of their and any of respective Affiliates and representatives, and each of the other parties hereto agree (i) that any action, cause of action, claim, cross-claim, or third-party claim of any kind or nature, whether at law or equity, in contract, in tort or otherwise, involving a Financing Source in connection with this Agreement, the Debt Commitment Letter, the Debt Financing or the transactions contemplated hereby or thereby shall be brought exclusively in (x) the courts of New York State sitting in the Borough of Manhattan or (y) the United States District Court for the Southern District of New York and appropriate courts thereof and each Seller and each Acquired Company submits for itself and its property with respect to any such action to the exclusive jurisdiction of such courts, (ii) not to bring or permit any of its Affiliates or Representatives to bring or support anyone else in bringing any such action in any other court, (iii) that service of process, summons, notice or document by registered mail addressed to it at its address provided in Section 9.1 shall be effective service of process against it for any such action brought in any such court, (iv) to waive and hereby irrevocably waives, to the fullest extent permitted by Applicable Law, any objection which it may now or hereafter have to the laying of venue of, and the defense of an inconvenient forum to the maintenance of, any such action in any such court, (v) that a final judgment in any such action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law, (vi) that any such action shall be governed by, and construed in accordance with, the laws of the State of New York and (vii) to irrevocably waive and hereby waives any right to a trial by jury in any such action to the same extent such rights are waived pursuant to Section 9.6(a).

Jurisdiction, Venue and Waiver of Jury Trial. EXECUTIVE AND EACH PARTY HEREBY IRREVOCABLY SUBMITS TO THE COMPANY AGREE THAT EXCLUSIVE JURISDICTION OF ANY ACTIONSTATE OR FEDERAL COURT SITTING IN THE STATE OF NEW YORK, SUIT OR IN ANY PROCEEDING IN RESPECT OF OR ARISING OUT OF OR RELATING TO THIS AGREEMENT, ITS VALIDITY AGREEMENT OR PERFORMANCE, AT THE SOLE OPTION OF EXECUTIVE ANY ANCILLARY DOCUMENT AND THE COMPANY, THEIR SUCCESSORS AND ASSIGNS, SHALL BE INITIATED AND PROSECUTED AS TO ALL PARTIES AND THEIR HEIRS, SUCCESSORS AND ASSIGNS IN DENVER, COLORADO. EXECUTIVE AND THE COMPANY EACH CONSENTS TO AND SUBMITS TO THE EXERCISE RESPECTIVE COURT TO WHICH AN APPEAL OF JURISDICTION OVER HIS/HER OR ITS PERSON BY ANY COURT SITUATED IN DENVER, COLORADO, HAVING JURISDICTION OVER THE SUBJECT MATTER, WAIVES PERSONAL SERVICE DECISIONS OF ANY AND ALL PROCESS UPON IT AND CONSENTS THAT ALL SUCH SERVICE OF PROCESS COURT MAY BE MADE BY REGISTERED MAIL DIRECTED TAKEN, AND EACH PARTY AGREES NOT TO EXECUTIVE AND COMMENCE, OR COOPERATE IN OR ENCOURAGE THE COMPANY AT THEIR ADDRESSES SET FORTH ABOVE AND SERVICE SO MADE SHALL BE DEEMED TO BE COMPLETED FIVE (5) BUSINESS DAYS AFTER COMMENCEMENT OF, ANY SUCH PROCESS SHALL HAVE BEEN DEPOSITED PROCEEDING, EXCEPT IN THE U.S. MAIL, POSTAGE PREPAIDSUCH A COURT. EACH PARTY WAIVES TRIAL BY JURYHEREBY IRREVOCABLY WAIVES, ANY OBJECTION BASED ON TO THE FULLEST EXTENT IT MAY DO SO, THE DEFENSE OF AN INCONVENIENT FORUM NON CONVENIENSTO THE MAINTENANCE THEREIN OF SUCH A PROCEEDING. EACH PARTY HEREBY IRREVOCABLY CONSENTS TO THE SERVICE OF A COPY OF THE SUMMONS AND COMPLAINT, AND ANY OBJECTION OTHER PROCESS WITH RESPECT TO VENUE OF ANY ACTION INSTITUTED HEREUNDERSUCH PROCEEDING THAT MAY BE SERVED IN ANY SUCH PROCEEDING, AND CONSENTS BY CERTIFIED MAIL, RETURN RECEIPT REQUESTED, BY DELIVERING A COPY THEREOF TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE PARTY AT ITS RESPECTIVE ADDRESS, BY THE COURTREQUIREMENTS OF SECTION 9.1 OR BY ANY OTHER METHOD PROVIDED BY APPLICABLE LAW. EACH PARTY HEREBY AGREES THAT A FINAL JUDGMENT IN ANY SUCH PROCEEDING WILL BE CONCLUSIVE AND MAY BE ENFORCED IN ANY JURISDICTION BY SUIT ON THE JUDGMENT OR BY ANY OTHER MANNER PROVIDED BY APPLICABLE LAW. EACH PARTY HEREBY EXPRESSLY WAIVES ANY RIGHT IT MAY HAVE TO A JURY TRIAL IN ANY SUCH PROCEEDING.

Jurisdiction, Venue and Waiver of Jury Trial. EXECUTIVE AND EACH PARTY HEREBY IRREVOCABLY SUBMITS TO THE COMPANY AGREE THAT EXCLUSIVE JURISDICTION OF THE COURT OF CHANCERY OF THE STATE OF DELAWARE OR IF JURISDICTION IS NOT PROPER IN SUCH COURT, IN ANY ACTIONSTATE OR FEDERAL COURT SITTING IN WILMINGTON, SUIT OR DELAWARE, IN ANY PROCEEDING IN RESPECT OF OR ARISING OUT OF OR RELATING TO THIS AGREEMENT, ITS VALIDITY OR PERFORMANCEANY ANCILLARY DOCUMENT, AT THE SOLE OPTION OF EXECUTIVE AND THE COMPANYTRANSACTIONS CONTEMPLATED HEREBY AND THEREBY, THEIR SUCCESSORS AND ASSIGNS, SHALL BE INITIATED AND PROSECUTED AS TO ALL PARTIES AND THEIR HEIRS, SUCCESSORS AND ASSIGNS IN DENVER, COLORADO. EXECUTIVE AND THE COMPANY EACH CONSENTS TO AND SUBMITS TO THE EXERCISE RESPECTIVE COURT TO WHICH AN APPEAL OF JURISDICTION OVER HIS/HER OR ITS PERSON BY ANY COURT SITUATED IN DENVER, COLORADO, HAVING JURISDICTION OVER THE SUBJECT MATTER, WAIVES PERSONAL SERVICE DECISIONS OF ANY AND ALL PROCESS UPON IT AND CONSENTS THAT ALL SUCH SERVICE OF PROCESS COURT MAY BE MADE BY REGISTERED MAIL DIRECTED TAKEN, AND EACH PARTY AGREES NOT TO EXECUTIVE AND COMMENCE, OR COOPERATE IN OR ENCOURAGE THE COMPANY AT THEIR ADDRESSES SET FORTH ABOVE AND SERVICE SO MADE SHALL BE DEEMED TO BE COMPLETED FIVE (5) BUSINESS DAYS AFTER COMMENCEMENT OF, ANY SUCH PROCESS SHALL HAVE BEEN DEPOSITED PROCEEDING, EXCEPT IN THE U.S. MAIL, POSTAGE PREPAIDSUCH A COURT. EACH PARTY WAIVES TRIAL BY JURYHEREBY IRREVOCABLY WAIVES, ANY OBJECTION BASED ON TO THE FULLEST EXTENT IT MAY DO SO, THE DEFENSE OF AN INCONVENIENT FORUM NON CONVENIENSTO THE MAINTENANCE THEREIN OF SUCH A PROCEEDING. EACH PARTY HEREBY IRREVOCABLY CONSENTS TO THE SERVICE OF A COPY OF THE SUMMONS AND COMPLAINT, AND ANY OBJECTION OTHER PROCESS WITH RESPECT TO VENUE OF ANY ACTION INSTITUTED HEREUNDERSUCH PROCEEDING THAT MAY BE SERVED IN ANY SUCH PROCEEDING, AND CONSENTS BY CERTIFIED MAIL, RETURN RECEIPT REQUESTED, BY DELIVERING A COPY THEREOF TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE PARTY AT ITS RESPECTIVE ADDRESS, BY THE COURTREQUIREMENTS OF SECTION 11.2 OR BY ANY OTHER METHOD PROVIDED BY APPLICABLE LAW. EACH PARTY HEREBY AGREES THAT A FINAL JUDGMENT IN ANY SUCH PROCEEDING WILL BE CONCLUSIVE AND MAY BE ENFORCED IN ANY JURISDICTION BY SUIT ON THE JUDGMENT OR BY ANY OTHER MANNER PROVIDED BY APPLICABLE LAW. EACH PARTY HEREBY EXPRESSLY WAIVES ANY RIGHT IT MAY HAVE TO A JURY TRIAL IN ANY SUCH PROCEEDING.

Jurisdiction, Venue and Waiver of Jury Trial. EXECUTIVE AND EXCEPT TO THE COMPANY AGREE THAT EXTENT STATED OTHERWISE IN SECTION 2.4, EACH PARTY HEREBY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE COURT OF CHANCERY OF THE STATE OF DELAWARE IN ANY ACTION, SUIT OR PROCEEDING IN RESPECT OF OR ARISING OUT OF OR RELATING TO THIS AGREEMENT, ITS VALIDITY AGREEMENT OR PERFORMANCE, AT THE SOLE OPTION OF EXECUTIVE ANY ANCILLARY DOCUMENT AND THE COMPANY, THEIR SUCCESSORS AND ASSIGNS, SHALL BE INITIATED AND PROSECUTED AS TO ALL PARTIES AND THEIR HEIRS, SUCCESSORS AND ASSIGNS IN DENVER, COLORADO. EXECUTIVE AND THE COMPANY EACH CONSENTS TO AND SUBMITS TO THE EXERCISE RESPECTIVE COURT TO WHICH AN APPEAL OF JURISDICTION OVER HIS/HER OR ITS PERSON BY ANY COURT SITUATED IN DENVER, COLORADO, HAVING JURISDICTION OVER THE SUBJECT MATTER, WAIVES PERSONAL SERVICE DECISIONS OF ANY AND ALL PROCESS UPON IT AND CONSENTS THAT ALL SUCH SERVICE OF PROCESS COURT MAY BE MADE BY REGISTERED MAIL DIRECTED TAKEN, AND EACH PARTY AGREES NOT TO EXECUTIVE AND COMMENCE, OR COOPERATE IN OR ENCOURAGE THE COMPANY AT THEIR ADDRESSES SET FORTH ABOVE AND SERVICE SO MADE SHALL BE DEEMED TO BE COMPLETED FIVE (5) BUSINESS DAYS AFTER COMMENCEMENT OF, ANY SUCH PROCESS SHALL HAVE BEEN DEPOSITED PROCEEDING, EXCEPT IN THE U.S. MAIL, POSTAGE PREPAIDSUCH A COURT. EACH PARTY WAIVES TRIAL BY JURYHEREBY IRREVOCABLY WAIVES, ANY OBJECTION BASED ON TO THE FULLEST EXTENT IT MAY DO SO, THE DEFENSE OF AN INCONVENIENT FORUM NON CONVENIENSTO THE MAINTENANCE THEREIN OF SUCH A PROCEEDING. EACH PARTY HEREBY IRREVOCABLY CONSENTS TO THE SERVICE OF A COPY OF THE SUMMONS AND COMPLAINT, AND ANY OBJECTION OTHER PROCESS WITH RESPECT TO VENUE OF ANY ACTION INSTITUTED HEREUNDER, SUCH PROCEEDING THAT MAY BE SERVED IN ANY SUCH PROCEEDING BY ANY METHOD PROVIDED BY APPLICABLE LAW. EACH PARTY HEREBY AGREES THAT A FINAL JUDGMENT IN ANY SUCH PROCEEDING WILL BE CONCLUSIVE AND CONSENTS MAY BE ENFORCED IN ANY JURISDICTION BY SUIT ON THE JUDGMENT OR BY ANY OTHER MANNER PROVIDED BY APPLICABLE LAW. EACH PARTY HEREBY EXPRESSLY WAIVES ANY RIGHT IT MAY HAVE TO THE GRANTING OF A JURY TRIAL IN ANY SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY THE COURTPROCEEDING.

Jurisdiction, Venue and Waiver of Jury Trial. EXECUTIVE Section 13.1 Jurisdiction and Service of Process. FOR PURPOSES OF ANY LEGAL ACTION OR PROCEEDING BROUGHT BY ANY MEMBER OF THE LENDER GROUP WITH RESPECT TO THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS, EACH BORROWER PARTY HEREBY IRREVOCABLY SUBMITS TO THE PERSONAL JURISDICTION OF THE FEDERAL AND STATE COURTS SITTING IN THE COMPANY AGREE STATE OF NEW YORK AND HEREBY IRREVOCABLY DESIGNATES AND APPOINTS, AS ITS AUTHORIZED AGENT FOR SERVICE OF PROCESS IN THE STATE OF NEW YORK, CT CORPORATION SYSTEM, WHOSE ADDRESS IS 000 XXXXXX XXXXXX, XXX XXXX, XXX XXXX 00000, OR SUCH OTHER PERSON AS SUCH BORROWER PARTY SHALL DESIGNATE HEREAFTER BY WRITTEN NOTICE GIVEN TO 125 THE ADMINISTRATIVE AGENT. THE CONSENT TO JURISDICTION HEREIN SHALL NOT BE EXCLUSIVE. THE LENDER GROUP SHALL FOR ALL PURPOSES AUTOMATICALLY, AND WITHOUT ANY ACT ON THEIR PART, BE ENTITLED TO TREAT SUCH DESIGNEE OF EACH BORROWER PARTY AS THE AUTHORIZED AGENT TO RECEIVE FOR AND ON BEHALF OF SUCH BORROWER PARTY SERVICE OF WRITS, OR SUMMONS OR OTHER LEGAL PROCESS IN THE STATE OF NEW YORK, WHICH SERVICE SHALL BE DEEMED EFFECTIVE PERSONAL SERVICE ON SUCH BORROWER SERVED WHEN DELIVERED, WHETHER OR NOT SUCH AGENT GIVES NOTICE TO SUCH BORROWER PARTY. EACH BORROWER PARTY FURTHER IRREVOCABLY CONSENTS TO SERVICE OF PROCESS AT THE ADDRESS AND IN THE MANNER SET FORTH ABOVE IN SECTION 11.1. IN THE EVENT THAT, FOR ANY REASON, SUCH AGENT OR HIS OR HER SUCCESSORS SHALL NO LONGER SERVE AS AGENT OF EACH BORROWER PARTY TO RECEIVE SERVICE OF PROCESS IN THE STATE OF NEW YORK, EACH BORROWER PARTY SHALL SERVE AND ADVISE THE ADMINISTRATIVE AGENT THEREOF SO THAT AT ALL TIMES EACH BORROWER PARTY WILL MAINTAIN AN AGENT TO RECEIVE SERVICE OF PROCESS IN THE STATE OF NEW YORK ON BEHALF OF SUCH BORROWER PARTY WITH RESPECT TO THIS AGREEMENT AND ALL OTHER LOAN DOCUMENTS. IN THE EVENT THAT, FOR ANY REASON, SERVICE OF LEGAL PROCESS CANNOT BE MADE IN THE MANNER DESCRIBED ABOVE, SUCH SERVICE MAY BE MADE IN SUCH MANNER AS PERMITTED BY LAW. Section 13.2 Consent to Venue. EACH BORROWER PARTY HEREBY IRREVOCABLY WAIVES ANY OBJECTION IT WOULD MAKE NOW OR HEREAFTER FOR THE LAYING OF VENUE OF ANY SUIT, ACTION, SUIT OR PROCEEDING IN RESPECT OF OR ARISING OUT OF OR RELATING TO THIS AGREEMENT, ITS VALIDITY AGREEMENT OR PERFORMANCE, AT ANY OF THE SOLE OPTION OF EXECUTIVE AND THE COMPANY, THEIR SUCCESSORS AND ASSIGNS, SHALL BE INITIATED AND PROSECUTED AS TO ALL PARTIES AND THEIR HEIRS, SUCCESSORS AND ASSIGNS IN DENVER, COLORADO. EXECUTIVE AND THE COMPANY EACH CONSENTS TO AND SUBMITS TO THE EXERCISE OF JURISDICTION OVER HIS/HER OR ITS PERSON BY ANY COURT SITUATED IN DENVER, COLORADO, HAVING JURISDICTION OVER THE SUBJECT MATTER, WAIVES PERSONAL SERVICE OF ANY AND ALL PROCESS UPON IT AND CONSENTS THAT ALL SUCH SERVICE OF PROCESS MAY BE MADE BY REGISTERED MAIL DIRECTED TO EXECUTIVE AND THE COMPANY AT THEIR ADDRESSES SET FORTH ABOVE AND SERVICE SO MADE SHALL BE DEEMED TO BE COMPLETED FIVE (5) BUSINESS DAYS AFTER SUCH PROCESS SHALL HAVE BEEN DEPOSITED OTHER LOAN DOCUMENTS BROUGHT IN THE U.S. MAILFEDERAL COURTS OF THE UNITED STATES OF AMERICA SITTING IN NEW YORK COUNTY, POSTAGE PREPAID. EACH PARTY WAIVES TRIAL BY JURY, ANY OBJECTION BASED ON FORUM NON CONVENIENSNEW YORK, AND HEREBY IRREVOCABLY WAIVES ANY OBJECTION TO VENUE OF CLAIM THAT ANY ACTION INSTITUTED HEREUNDERSUCH SUIT, AND CONSENTS TO THE GRANTING OF SUCH LEGAL ACTION, OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY THE COURTPROCEEDING HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

Jurisdiction, Venue and Waiver of Jury Trial. EXECUTIVE AND THE COMPANY AGREE THAT ANY ACTION, SUIT OR PROCEEDING (a) EXCEPT AS SET FORTH IN RESPECT OF OR ARISING OUT SECTION 1.5 OF THIS AGREEMENT, ITS VALIDITY ALL ACTIONS OR PERFORMANCE, AT PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT AND EACH OF THE SOLE OPTION OF EXECUTIVE TRANSACTION DOCUMENTS AND THE COMPANY, THEIR SUCCESSORS AND ASSIGNS, OTHER ANCILLARY DOCUMENTS EXECUTED IN CONNECTION HEREWITH SHALL BE INITIATED BROUGHT IN, AND PROSECUTED AS TO ALL EACH OF THE PARTIES HEREBY IRREVOCABLY AND THEIR HEIRS, SUCCESSORS AND ASSIGNS IN DENVER, COLORADO. EXECUTIVE AND THE COMPANY EACH CONSENTS TO AND UNCONDITIONALLY SUBMITS WITH RESPECT THERETO TO THE EXERCISE EXCLUSIVE JURISDICTION OF, THE COURTS OF JURISDICTION OVER HIS/HER THE STATE OF DELAWARE OR ITS PERSON THE FEDERAL COURTS OF THE UNITED STATES OF AMERICA SITTING IN THE STATE OF DELAWARE, AND ANY APPELLATE COURT THEREFROM. EACH OF THE PARTIES HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE IN ANY SUCH COURT SITUATED OF ANY SUIT OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTION DOCUMENTS OR ANY OTHER ANCILLARY DOCUMENTS EXECUTED IN DENVERCONNECTION HEREWITH. EACH OF THE PARTIES IRREVOCABLY AND UNCONDITIONALLY WAIVES, COLORADOTO THE FULLEST EXTENT PERMITTED BY LAW, HAVING JURISDICTION OVER THE SUBJECT MATTER, WAIVES PERSONAL DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT. EACH PARTY AGREES THAT SERVICE OF SUMMONS AND COMPLAINT OR ANY AND ALL OTHER PROCESS UPON IT AND CONSENTS THAT ALL SUCH SERVICE OF PROCESS MIGHT BE SERVED IN ANY ACTION OR PROCEEDING MAY BE MADE ON SUCH PARTY BY REGISTERED MAIL DIRECTED SENDING OR DELIVERING A COPY OF THE PROCESS TO EXECUTIVE AND THE COMPANY AT THEIR ADDRESSES SET FORTH ABOVE AND SERVICE SO MADE SHALL BE DEEMED PARTY TO BE COMPLETED FIVE (5) BUSINESS DAYS AFTER SUCH PROCESS SHALL HAVE BEEN DEPOSITED SERVED AT THE ADDRESS OF THE PARTY AND IN THE U.S. MAILMANNER PROVIDED FOR THE GIVING OF NOTICES IN SECTION 11.7. NOTHING IN THIS SECTION, POSTAGE PREPAIDHOWEVER, SHALL AFFECT THE RIGHT OF ANY PARTY TO SERVE LEGAL PROCESS IN ANY OTHER MANNER PERMITTED BY LAW. EACH PARTY WAIVES AGREES THAT A FINAL JUDGMENT IN ANY ACTION OR PROCEEDING SO BROUGHT SHALL BE CONCLUSIVE AND MAY BE ENFORCED BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. (b) TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW THAT CANNOT BE WAIVED, EACH PARTY HEREBY IRREVOCABLY WAIVES, AND COVENANTS THAT IT WILL NOT ASSERT (WHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE), ANY RIGHT TO TRIAL BY JURY IN ANY FORUM IN RESPECT OF ANY ISSUE, CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING IN WHOLE OR IN PART UNDER, RELATED TO, BASED ON OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTION DOCUMENTS EXECUTED IN CONNECTION HEREWITH OR THE SUBJECT MATTER HEREOF, WHETHER NOW EXISTING OR HEREAFTER ARISING AND WHETHER SOUNDING IN TORT OR CONTRACT OR OTHERWISE. ANY PARTY HERETO MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION 11.9 WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF EACH SUCH PARTY TO THE WAIVER OF ITS RIGHT TO TRIAL BY JURY, ANY OBJECTION BASED ON FORUM NON CONVENIENS, AND ANY OBJECTION TO VENUE OF ANY ACTION INSTITUTED HEREUNDER, AND CONSENTS TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY THE COURT.

Jurisdiction, Venue and Waiver of Jury Trial. EXECUTIVE AND THE COMPANY AGREE THAT Section 1. c Jurisdiction and Service of Process. FOR PURPOSES OF ANY ACTION, SUIT LEGAL ACTION OR PROCEEDING IN BROUGHT BY ANY MEMBER OF THE LENDER GROUP WITH RESPECT OF OR ARISING OUT OF TO THIS AGREEMENT, ITS VALIDITY ANY OTHER LOAN DOCUMENT OR PERFORMANCEANY BANK PRODUCTS DOCUMENT, AT THE SOLE OPTION OF EXECUTIVE AND THE COMPANY, THEIR SUCCESSORS AND ASSIGNS, SHALL BE INITIATED AND PROSECUTED AS TO ALL PARTIES AND THEIR HEIRS, SUCCESSORS AND ASSIGNS IN DENVER, COLORADO. EXECUTIVE AND THE COMPANY EACH CONSENTS TO AND CREDIT PARTY HEREBY IRREVOCABLY SUBMITS TO THE EXERCISE PERSONAL JURISDICTION OF JURISDICTION OVER HIS/HER OR THE FEDERAL AND STATE COURTS SITTING IN THE STATE OF GEORGIA AND HEREBY IRREVOCABLY DESIGNATES AND APPOINTS, AS ITS PERSON BY ANY COURT SITUATED IN DENVER, COLORADO, HAVING JURISDICTION OVER THE SUBJECT MATTER, WAIVES PERSONAL SERVICE OF ANY AND ALL PROCESS UPON IT AND CONSENTS THAT ALL SUCH AUTHORIZED AGENT FOR SERVICE OF PROCESS MAY IN THE STATE OF GEORGIA, THE ADMINISTRATIVE BORROWER, OR SUCH OTHER PERSON AS SUCH CREDIT PARTY SHALL DESIGNATE HEREAFTER BY WRITTEN NOTICE GIVEN TO THE ADMINISTRATIVE AGENT. THE CONSENT TO JURISDICTION HEREIN SHALL NOT BE MADE BY REGISTERED MAIL DIRECTED EXCLUSIVE. THE LENDER GROUP SHALL FOR ALL PURPOSES AUTOMATICALLY, AND WITHOUT ANY ACT ON THEIR PART, BE ENTITLED TO EXECUTIVE TREAT SUCH DESIGNEE OF EACH CREDIT PARTY AS THE AUTHORIZED AGENT TO RECEIVE FOR AND ON BEHALF OF SUCH CREDIT PARTY SERVICE OF WRITS, OR SUMMONS OR OTHER LEGAL PROCESS IN THE COMPANY AT THEIR ADDRESSES SET FORTH ABOVE STATE OF GEORGIA, WHICH SERVICE SHALL BE DEEMED EFFECTIVE PERSONAL SERVICE ON SUCH CREDIT PARTY SERVED WHEN DELIVERED, WHETHER OR NOT SUCH AGENT GIVES NOTICE TO SUCH CREDIT PARTY; AND DELIVERY OF SUCH SERVICE SO MADE TO ITS AUTHORIZED AGENT SHALL BE DEEMED TO BE COMPLETED FIVE MADE WHEN PERSONALLY DELIVERED OR THREE (53) BUSINESS DAYS AFTER MAILING BY REGISTERED OR CERTIFIED MAIL ADDRESSED TO SUCH AUTHORIZED AGENT. EACH CREDIT PARTY FURTHER IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL TO SUCH CREDIT PARTY AT THE ADDRESS SET FORTH ABOVE, SUCH SERVICE TO BECOME EFFECTIVE THREE (3) BUSINESS DAYS AFTER SUCH PROCESS SHALL HAVE BEEN DEPOSITED MAILING. IN THE U.S. MAILEVENT THAT, POSTAGE PREPAID. FOR ANY REASON, SUCH AGENT OR ITS SUCCESSORS SHALL NO LONGER SERVE AS AGENT OF EACH CREDIT PARTY WAIVES TRIAL BY JURYTO RECEIVE SERVICE OF PROCESS IN THE STATE OF GEORGIA, ANY OBJECTION BASED EACH CREDIT PARTY SHALL SERVE AND ADVISE THE ADMINISTRATIVE AGENT THEREOF SO THAT AT ALL TIMES EACH CREDIT PARTY WILL MAINTAIN AN AGENT TO RECEIVE SERVICE OF PROCESS IN THE STATE OF GEORGIA ON FORUM NON CONVENIENS, AND ANY OBJECTION TO VENUE OF ANY ACTION INSTITUTED HEREUNDER, AND CONSENTS TO THE GRANTING BEHALF OF SUCH CREDIT PARTY WITH RESPECT TO THIS AGREEMENT, ALL OTHER LOAN DOCUMENTS AND THE BANK PRODUCTS DOCUMENTS. IN THE EVENT THAT, FOR ANY REASON, SERVICE OF LEGAL OR EQUITABLE RELIEF PROCESS CANNOT BE MADE IN THE MANNER DESCRIBED ABOVE, SUCH SERVICE MAY BE MADE IN SUCH MANNER AS IS DEEMED APPROPRIATE PERMITTED BY THE COURTLAW.

Jurisdiction, Venue and Waiver of Jury Trial. EXECUTIVE AND THE COMPANY AGREE THAT ANY ACTION, SUIT OR PROCEEDING IN RESPECT OF OR ARISING OUT OF THIS SEPARATION AGREEMENT, ITS VALIDITY OR PERFORMANCE, AT THE SOLE OPTION OF EXECUTIVE AND THE COMPANY, THEIR SUCCESSORS AND ASSIGNS, SHALL BE INITIATED AND PROSECUTED AS TO ALL PARTIES AND THEIR HEIRS, SUCCESSORS AND ASSIGNS IN DENVER, COLORADO. EXECUTIVE AND THE COMPANY EACH CONSENTS TO AND SUBMITS TO THE EXERCISE OF JURISDICTION OVER HIS/HER OR ITS PERSON BY ANY COURT SITUATED IN DENVER, COLORADO, HAVING JURISDICTION OVER THE SUBJECT MATTER, WAIVES PERSONAL SERVICE OF ANY AND ALL PROCESS UPON IT AND CONSENTS THAT ALL SUCH SERVICE OF PROCESS MAY BE MADE BY REGISTERED MAIL DIRECTED TO EXECUTIVE AND THE COMPANY AT THEIR ADDRESSES SET FORTH ABOVE AND SERVICE SO MADE SHALL BE DEEMED TO BE COMPLETED FIVE (5) BUSINESS DAYS AFTER SUCH PROCESS SHALL HAVE BEEN DEPOSITED IN THE U.S. MAIL, POSTAGE PREPAID. EACH PARTY WAIVES TRIAL BY JURY, ANY OBJECTION BASED ON FORUM NON CONVENIENS, AND ANY OBJECTION TO VENUE OF ANY ACTION INSTITUTED HEREUNDER, AND CONSENTS TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY THE COURT.

Jurisdiction, Venue and Waiver of Jury Trial. EXECUTIVE EACH PARTY HEREBY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE COURT OF CHANCERY OF THE STATE OF DELAWARE OR ANY FEDERAL COURT SITTING IN THE STATE OF DELAWARE, IN ANY PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY ANCILLARY DOCUMENT, AND THE COMPANY AGREE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY, AND TO THE RESPECTIVE COURT TO WHICH AN APPEAL OF THE DECISIONS OF ANY SUCH COURT MAY BE TAKEN, AND EACH PARTY AGREES NOT TO COMMENCE, OR COOPERATE IN OR ENCOURAGE THE COMMENCEMENT OF, ANY SUCH PROCEEDING, EXCEPT IN SUCH A COURT. EACH PARTY HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT IT MAY DO SO, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE THEREIN OF SUCH A PROCEEDING. EACH PARTY HEREBY IRREVOCABLY CONSENTS TO THE SERVICE OF A COPY OF THE SUMMONS AND COMPLAINT, AND ANY OTHER PROCESS WITH RESPECT TO ANY SUCH PROCEEDING THAT MAY BE SERVED IN ANY ACTIONSUCH PROCEEDING, BY CERTIFIED MAIL, RETURN RECEIPT REQUESTED, BY DELIVERING A COPY THEREOF TO SUCH PARTY AT ITS RESPECTIVE ADDRESS, BY THE REQUIREMENTS OF SECTION 10.1 OR BY ANY OTHER METHOD PROVIDED BY APPLICABLE LAW. EACH PARTY HEREBY AGREES THAT A FINAL JUDGMENT IN ANY SUCH PROCEEDING WILL BE CONCLUSIVE AND MAY BE ENFORCED IN ANY JURISDICTION BY SUIT ON THE JUDGMENT OR PROCEEDING BY ANY OTHER MANNER PROVIDED BY APPLICABLE LAW. EACH PARTY HEREBY EXPRESSLY WAIVES ANY RIGHT IT MAY HAVE TO A JURY TRIAL IN ANY SUCH PROCEEDING, INCLUDING WITH RESPECT OF TO ANY DISPUTE OR RIGHTS OR OBLIGATIONS RELATING TO OR ARISING OUT OF THE DEBT FINANCING. NOTWITHSTANDING THE FOREGOING, SUBJECT TO SECTION 7.5(C), EACH OF THE PARTIES HEREBY AGREES THAT IT WILL NOT BRING OR SUPPORT ANY ACTION, CAUSE OF ACTION, CLAIM, CROSS-CLAIM, OR THIRD-PARTY CLAIM OF ANY KIND OR DESCRIPTION, WHETHER IN LAW OR IN EQUITY, WHETHER IN CONTRACT OR IN TORT OR OTHERWISE AGAINST THE FINANCING SOURCES OR THEIR RELATED PARTIES IN ANY WAY RELATING TO THIS AGREEMENT, ITS VALIDITY THE DEBT COMMITMENT LETTER, OR PERFORMANCEANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, AT INCLUDING ANY DISPUTE ARISING OUT OF OR RELATING IN ANY WAY TO THE SOLE OPTION DEBT FINANCING OR THE PERFORMANCE THEREOF, IN ANY FORUM OTHER THAN THE SUPREME COURT OF EXECUTIVE THE STATE OF NEW YORK, COUNTY OF NEW YORK, OR, IF UNDER APPLICABLE LAW EXCLUSIVE JURISDICTION IS VESTED IN THE FEDERAL COURTS, THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK (AND THE COMPANYAPPELLATE COURTS THEREOF), THEIR SUCCESSORS AND ASSIGNS, SHALL BE INITIATED AND PROSECUTED AS TO ALL PARTIES AND THEIR HEIRS, SUCCESSORS AND ASSIGNS IN DENVER, COLORADO. EXECUTIVE AND THAT THE COMPANY EACH CONSENTS TO AND SUBMITS PROVISION OF THIS SECTION 10.6 RELATING TO THE EXERCISE WAIVER OF JURISDICTION OVER HIS/HER JURY TRIAL SHALL APPLY TO ANY SUCH ACTION, CAUSE OF ACTION, CLAIM, CROSS-CLAIM OR ITS PERSON BY ANY COURT SITUATED IN DENVER, COLORADO, HAVING JURISDICTION OVER THE SUBJECT MATTER, WAIVES PERSONAL SERVICE OF ANY AND ALL PROCESS UPON IT AND CONSENTS THAT ALL SUCH SERVICE OF PROCESS MAY BE MADE BY REGISTERED MAIL DIRECTED TO EXECUTIVE AND THE COMPANY AT THEIR ADDRESSES SET FORTH ABOVE AND SERVICE SO MADE SHALL BE DEEMED TO BE COMPLETED FIVE (5) BUSINESS DAYS AFTER SUCH PROCESS SHALL HAVE BEEN DEPOSITED IN THE U.S. MAIL, POSTAGE PREPAID. EACH THIRD-PARTY WAIVES TRIAL BY JURY, ANY OBJECTION BASED ON FORUM NON CONVENIENS, AND ANY OBJECTION TO VENUE OF ANY ACTION INSTITUTED HEREUNDER, AND CONSENTS TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY THE COURTCLAIM.

Jurisdiction, Venue and Waiver of Jury Trial. EXECUTIVE AND THE COMPANY AGREE THAT Section 12.1 Jurisdiction and Service of Process. FOR PURPOSES OF ANY ACTION, SUIT LEGAL ACTION OR PROCEEDING IN BROUGHT BY ANY MEMBER OF THE LENDER GROUP WITH RESPECT OF TO THIS AGREEMENT OR ARISING OUT OF THIS AGREEMENTANY OTHER LOAN DOCUMENT, ITS VALIDITY OR PERFORMANCE, AT THE SOLE OPTION OF EXECUTIVE AND THE COMPANY, THEIR SUCCESSORS AND ASSIGNS, SHALL BE INITIATED AND PROSECUTED AS TO ALL PARTIES AND THEIR HEIRS, SUCCESSORS AND ASSIGNS IN DENVER, COLORADO. EXECUTIVE AND THE COMPANY EACH CONSENTS TO AND BORROWER PARTY HEREBY IRREVOCABLY SUBMITS TO THE EXERCISE PERSONAL JURISDICTION OF JURISDICTION OVER HIS/HER OR THE FEDERAL AND STATE COURTS SITTING IN THE COUNTY OF NEW YORK, STATE OF NEW YORK AND HEREBY IRREVOCABLY DESIGNATES AND APPOINTS, AS ITS PERSON BY ANY COURT SITUATED IN DENVER, COLORADO, HAVING JURISDICTION OVER THE SUBJECT MATTER, WAIVES PERSONAL SERVICE OF ANY AND ALL PROCESS UPON IT AND CONSENTS THAT ALL SUCH AUTHORIZED AGENT FOR SERVICE OF PROCESS MAY IN THE STATE OF NEW YORK, THE BORROWER, OR SUCH OTHER PERSON AS SUCH BORROWER PARTY SHALL DESIGNATE HEREAFTER BY WRITTEN NOTICE GIVEN TO THE ADMINISTRATIVE AGENT. THE CONSENT TO JURISDICTION HEREIN SHALL BE MADE BY REGISTERED MAIL DIRECTED EXCLUSIVE; PROVIDED THAT THE LENDER GROUP, OR ANY OF THEM, RETAINS THE RIGHT TO EXECUTIVE BRING PROCEEDINGS AGAINST ANY BORROWER PARTY IN THE COURTS OF ANY OTHER JURISDICTION IN CONNECTION WITH THE EXERCISE OF ANY RIGHTS UNDER ANY SECURITY DOCUMENT OR THE ENFORCEMENT OF ANY JUDGMENT. THE LENDER GROUP SHALL FOR ALL PURPOSES AUTOMATICALLY, AND WITHOUT ANY ACT ON THEIR PART, BE ENTITLED TO TREAT SUCH DESIGNEE OF EACH BORROWER PARTY AS THE COMPANY AT THEIR ADDRESSES SET FORTH ABOVE AUTHORIZED AGENT TO RECEIVE FOR AND ON BEHALF OF SUCH BORROWER PARTY SERVICE SO MADE OF WRITS, OR SUMMONS OR OTHER LEGAL PROCESS IN THE STATE OF NEW YORK, WHICH SERVICE SHALL BE DEEMED EFFECTIVE PERSONAL SERVICE ON SUCH BORROWER PARTY SERVED WHEN DELIVERED, WHETHER OR NOT SUCH AGENT GIVES NOTICE TO SUCH BORROWER PARTY; AND DELIVERY OF SUCH SERVICE TO ITS AUTHORIZED AGENT SHALL BE DEEMED TO BE COMPLETED FIVE MADE WHEN PERSONALLY DELIVERED OR THREE (53) BUSINESS DAYS AFTER MAILING BY REGISTERED OR CERTIFIED MAIL ADDRESSED TO SUCH AUTHORIZED AGENT. EACH BORROWER PARTY FURTHER IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL TO SUCH BORROWER PARTY AT THE ADDRESS SET FORTH ABOVE, SUCH SERVICE TO BECOME EFFECTIVE THREE (3) BUSINESS DAYS AFTER SUCH PROCESS SHALL HAVE BEEN DEPOSITED MAILING. IN THE U.S. MAILEVENT THAT, POSTAGE PREPAIDFOR ANY REASON, SUCH AGENT OR ITS SUCCESSORS SHALL NO LONGER SERVE AS AGENT OF EACH BORROWER PARTY TO RECEIVE SERVICE OF PROCESS IN THE STATE OF NEW YORK, EACH BORROWER PARTY SHALL SERVE AND ADVISE THE ADMINISTRATIVE AGENT THEREOF SO THAT AT ALL TIMES EACH BORROWER PARTY WILL MAINTAIN AN AGENT TO RECEIVE SERVICE OF PROCESS IN THE STATE OF NEW YORK ON BEHALF OF SUCH BORROWER PARTY WITH RESPECT TO THIS AGREEMENT AND ALL OTHER LOAN DOCUMENTS. IN THE EVENT THAT, FOR ANY REASON, SERVICE OF LEGAL PROCESS CANNOT BE MADE IN THE MANNER DESCRIBED ABOVE, SUCH SERVICE MAY BE MADE IN SUCH MANNER AS PERMITTED BY LAW. Section 12.2 Consent to Venue. EACH BORROWER PARTY HEREBY IRREVOCABLY WAIVES TRIAL BY JURY, ANY OBJECTION BASED ON FORUM NON CONVENIENS, AND ANY OBJECTION TO IT WOULD MAKE NOW OR HEREAFTER FOR THE LAYING OF VENUE OF ANY ACTION INSTITUTED HEREUNDERSUIT, ACTION, OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT BROUGHT IN THE FEDERAL COURTS OF THE UNITED STATES SITTING IN NEW YORK COUNTY, NEW YORK, AND CONSENTS TO THE GRANTING OF HEREBY IRREVOCABLY WAIVES ANY CLAIM THAT ANY SUCH LEGAL SUIT, ACTION, OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY THE COURTPROCEEDING HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

Jurisdiction, Venue and Waiver of Jury Trial. EXECUTIVE (a) ANY ACTION OR PROCEEDING RELATING IN ANY WAY TO THIS GUARANTEE AND THIRD SUPPLEMENTAL INDENTURE MAY BE BROUGHT AND ENFORCED IN THE COURTS OF THE STATE OF NEW YORK OR, TO THE EXTENT SUBJECT MATTER JURISDICTION EXISTS THEREFORE, OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK AND THE PARENT AND THE COMPANY AGREE IRREVOCABLY SUBMIT TO THE JURISDICTION OF SUCH COURTS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING. (b) THE PARENT AND THE COMPANY IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION THAT THEY MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION, SUIT SUCH ACTION OR PROCEEDING IN RESPECT THE COURTS OF THE STATE OF NEW YORK OR ARISING OUT THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF THIS AGREEMENT, ITS VALIDITY NEW YORK AND ANY CLAIM THAT SUCH ACTION OR PERFORMANCE, AT PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. (c) EACH OF THE SOLE OPTION OF EXECUTIVE COMPANY AND THE COMPANYTRUSTEE HEREBY IRREVOCABLY WAIVES, THEIR SUCCESSORS AND ASSIGNS, SHALL BE INITIATED AND PROSECUTED AS TO ALL PARTIES AND THEIR HEIRS, SUCCESSORS AND ASSIGNS IN DENVER, COLORADO. EXECUTIVE AND THE COMPANY EACH CONSENTS TO AND SUBMITS TO THE EXERCISE OF JURISDICTION OVER HIS/HER OR ITS PERSON FULLEST EXTENT PERMITTED BY ANY COURT SITUATED IN DENVERAPPLICABLE LAW, COLORADO, HAVING JURISDICTION OVER THE SUBJECT MATTER, WAIVES PERSONAL SERVICE OF ANY AND ALL PROCESS UPON IT AND CONSENTS THAT ALL SUCH SERVICE OF PROCESS MAY BE MADE BY REGISTERED MAIL DIRECTED RIGHT TO EXECUTIVE AND THE COMPANY AT THEIR ADDRESSES SET FORTH ABOVE AND SERVICE SO MADE SHALL BE DEEMED TO BE COMPLETED FIVE (5) BUSINESS DAYS AFTER SUCH PROCESS SHALL HAVE BEEN DEPOSITED IN THE U.S. MAIL, POSTAGE PREPAID. EACH PARTY WAIVES TRIAL BY JURY, JURY IN ANY OBJECTION BASED ON FORUM NON CONVENIENS, LEGAL PROCEEDING RELATING IN ANY WAY TO THIS GUARANTEE AND ANY OBJECTION TO VENUE OF ANY ACTION INSTITUTED HEREUNDER, AND CONSENTS TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY THE COURTTHIRD SUPPLEMENTAL INDENTURE.

Jurisdiction, Venue and Waiver of Jury Trial. EXECUTIVE AND THE COMPANY AGREE THAT ANY ACTION, SUIT OR PROCEEDING IN RESPECT OF OR ARISING OUT OF THIS AGREEMENT, ITS VALIDITY OR PERFORMANCE, AT THE SOLE OPTION OF EXECUTIVE AND THE COMPANY, THEIR SUCCESSORS AND ASSIGNS, SHALL BE INITIATED AND PROSECUTED AS TO ALL PARTIES AND THEIR HEIRS, SUCCESSORS AND ASSIGNS IN DENVER, COLORADO. EXECUTIVE AND THE COMPANY EACH CONSENTS TO AND SUBMITS TO THE EXERCISE OF JURISDICTION OVER HIS/HER OR ITS PERSON BY ANY COURT SITUATED IN DENVER, COLORADO, HAVING JURISDICTION OVER THE SUBJECT MATTER, WAIVES PERSONAL SERVICE OF ANY AND ALL PROCESS UPON IT AND CONSENTS THAT ALL SUCH SERVICE OF PROCESS MAY BE MADE BY REGISTERED MAIL DIRECTED TO EXECUTIVE AND THE COMPANY AT THEIR ADDRESSES SET FORTH ABOVE AND SERVICE SO MADE SHALL BE DEEMED TO BE COMPLETED FIVE (5) BUSINESS DAYS AFTER SUCH PROCESS SHALL HAVE BEEN DEPOSITED IN THE U.S. MAIL, POSTAGE PREPAID. EACH PARTY WAIVES TRIAL BY JURY, ANY OBJECTION BASED ON FORUM NON CONVENIENS, AND ANY OBJECTION TO VENUE OF ANY ACTION INSTITUTED HEREUNDER, AND CONSENTS TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY THE COURT.

Jurisdiction, Venue and Waiver of Jury Trial. EXECUTIVE (a) SUBJECT TO SECTION 2.6(c) AND SECTION 9.7(b), EACH PARTY HEREBY IRREVOCABLY SUBMITS TO THE COMPANY AGREE THAT EXCLUSIVE JURISDICTION OF ANY ACTIONSTATE OR FEDERAL COURT SITTING IN DENVER, SUIT OR COLORADO IN ANY PROCEEDING IN RESPECT OF OR ARISING OUT OF OR RELATING TO THIS AGREEMENTAGREEMENT OR ANY ANCILLARY DOCUMENT AND TO the RESPECTIVE COURT TO WHICH AN APPEAL OF THE DECISIONS OF ANY SUCH COURT MAY BE TAKEN, ITS VALIDITY AND EACH PARTY AGREES NOT TO COMMENCE, OR PERFORMANCECOOPERATE IN OR ENCOURAGE THE COMMENCEMENT OF, AT ANY SUCH PROCEEDING, EXCEPT IN SUCH A COURT. EACH PARTY HEREBY IRREVOCABLY WAIVES, TO THE SOLE OPTION FULLEST EXTENT IT MAY DO SO, THE DEFENSE OF EXECUTIVE AN INCONVENIENT FORUM TO THE MAINTENANCE THEREIN OF SUCH A PROCEEDING. EACH PARTY HEREBY AGREES THAT A FINAL JUDGMENT IN ANY SUCH PROCEEDING WILL BE CONCLUSIVE AND MAY BE ENFORCED IN ANY JURISDICTION BY SUIT ON THE COMPANY, THEIR SUCCESSORS AND ASSIGNS, SHALL BE INITIATED AND PROSECUTED AS JUDGMENT OR BY ANY OTHER MANNER PROVIDED BY APPLICABLE LAW. EACH PARTY HEREBY EXPRESSLY WAIVES ANY RIGHT IT MAY HAVE TO ALL PARTIES AND THEIR HEIRS, SUCCESSORS AND ASSIGNS A JURY TRIAL IN DENVER, COLORADO. EXECUTIVE AND THE COMPANY ANY SUCH PROCEEDING. (b) EACH CONSENTS TO AND PARTY HEREBY IRREVOCABLY SUBMITS TO THE EXERCISE OF EXCLUSIVE JURISDICTION OVER HIS/HER OR ITS PERSON BY ANY COURT SITUATED IN DENVER, COLORADO, HAVING JURISDICTION OVER THE SUBJECT MATTER, WAIVES PERSONAL SERVICE OF ANY NEW YORK STATE COURT SITTING IN NEW YORK CITY OR THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK IN ANY PROCEEDING BY OR AGAINST BNP PARIBAS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY ANCILLARY DOCUMENT AND ALL PROCESS UPON IT AND CONSENTS THAT ALL TO THE RESPECTIVE COURT TO WHICH AN APPEAL OF THE DECISIONS OF ANY SUCH SERVICE OF PROCESS COURT MAY BE MADE BY REGISTERED MAIL DIRECTED TAKEN, AND EACH PARTY AGREES NOT TO EXECUTIVE AND COMMENCE, OR COOPERATE IN OR ENCOURAGE THE COMPANY AT THEIR ADDRESSES SET FORTH ABOVE AND SERVICE SO MADE SHALL BE DEEMED TO BE COMPLETED FIVE (5) BUSINESS DAYS AFTER COMMENCEMENT OF, ANY SUCH PROCESS SHALL HAVE BEEN DEPOSITED PROCEEDING, EXCEPT IN THE U.S. MAIL, POSTAGE PREPAIDSUCH A COURT. EACH PARTY WAIVES TRIAL BY JURYHEREBY IRREVOCABLY WAIVES, ANY OBJECTION BASED ON FORUM NON CONVENIENS, AND ANY OBJECTION TO VENUE OF ANY ACTION INSTITUTED HEREUNDER, AND CONSENTS TO THE GRANTING FULLEST EXTENT IT MAY DO SO, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE THEREIN OF SUCH LEGAL A PROCEEDING. EACH PARTY HEREBY AGREES THAT A FINAL JUDGMENT IN ANY SUCH PROCEEDING WILL BE CONCLUSIVE AND MAY BE ENFORCED IN ANY JURISDICTION BY SUIT ON THE JUDGMENT OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY THE COURTANY OTHER MANNER PROVIDED BY APPLICABLE LAW. EACH PARTY HEREBY EXPRESSLY WAIVES ANY RIGHT IT MAY HAVE TO A JURY TRIAL IN ANY SUCH PROCEEDING.

Jurisdiction, Venue and Waiver of Jury Trial. EXECUTIVE AND (a) The forum having the proper jurisdiction and venue to adjudicate any claim, dispute or default which may arise out of the execution and delivery of this Guaranty and the performance of the Guarantor's obligations hereunder shall be the Circuit Court of the City of Richmond, Virginia, and the proper appellate courts of the Commonwealth of Virginia, or the United States District Court of the Eastern District of Virginia, Richmond Division, and the proper appellate courts of the United States, unless the Lender in its sole discretion chooses to bring suit on its own behalf in some other court of competent jurisdiction. The Guarantor expressly submits and consents to such jurisdiction and venue and specifically waives any and all rights it may have to contest the jurisdiction and/or venue of the above mentioned forums and to demand any other forums. The Guarantor waives personal service of any and all legal process upon him and consents and agrees that all such service may be made by Registered Mail directed to the Guarantor at the address for notices set forth at the end of this Agreement, and service so made shall be deemed to be completed on the date the return receipt therefor is signed. (b) TO THE COMPANY AGREE THAT FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EACH GUARANTOR WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, SUIT PROCEEDING OR PROCEEDING IN RESPECT OF OR COUNTERCLAIM ON ANY MATTER ARISING OUT OF THIS AGREEMENT, ITS VALIDITY OR PERFORMANCE, AT THE SOLE OPTION OF EXECUTIVE GUARANTY AND THE COMPANYGUARANTOR'S OBLIGATIONS HEREUNDER. THIS WAIVER IS KNOWINGLY, THEIR SUCCESSORS WILLINGLY AND ASSIGNSVOLUNTARILY MADE BY THE GUARANTOR, SHALL BE INITIATED AND PROSECUTED AS TO ALL PARTIES AND THEIR HEIRS, SUCCESSORS AND ASSIGNS IN DENVER, COLORADO. EXECUTIVE AND THE COMPANY EACH CONSENTS TO AND SUBMITS TO THE EXERCISE GUARANTOR HEREBY REPRESENTS THAT NO REPRESENTATIONS OF JURISDICTION OVER HIS/HER FACT OR ITS PERSON OPINION HAVE BEEN MADE BY ANY COURT SITUATED INDIVIDUAL TO INDUCE THIS WAIVER OF TRIAL BY JURY OR IN DENVER, COLORADO, HAVING JURISDICTION OVER ANY WAY MODIFY OR NULLIFY ITS EFFECT. THE SUBJECT MATTER, WAIVES PERSONAL SERVICE OF ANY AND ALL PROCESS UPON GUARANTOR FURTHER REPRESENTS THAT IT AND CONSENTS THAT ALL SUCH SERVICE OF PROCESS MAY BE MADE BY REGISTERED MAIL DIRECTED TO EXECUTIVE AND THE COMPANY AT THEIR ADDRESSES SET FORTH ABOVE AND SERVICE SO MADE SHALL BE DEEMED TO BE COMPLETED FIVE (5) BUSINESS DAYS AFTER SUCH PROCESS SHALL HAVE HAS BEEN DEPOSITED REPRESENTED IN THE U.S. MAILSIGNING OF THIS AGREEMENT AND IN THE MAKING OF THIS WAIVER BY INDEPENDENT LEGAL COUNSEL, POSTAGE PREPAID. EACH PARTY WAIVES TRIAL BY JURY, ANY OBJECTION BASED ON FORUM NON CONVENIENSSELECTED OF ITS OWN FREE WILL, AND ANY OBJECTION THAT IT HAS HAD THE OPPORTUNITY TO VENUE OF ANY ACTION INSTITUTED HEREUNDER, AND CONSENTS TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY THE COURTDISCUSS THIS WAIVER WITH COUNSEL.

Jurisdiction, Venue and Waiver of Jury Trial. EXECUTIVE EACH PARTY HEREBY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE COURT OF CHANCERY OF THE STATE OF DELAWARE AND ANY STATE APPELLATE COURT THEREFROM WITHIN THE COMPANY AGREE THAT STATE OF DELAWARE (UNLESS THE COURT OF CHANCERY OF THE STATE OF DELAWARE DECLINES TO ACCEPT JURISDICTION OVER A PARTICULAR MATTER, IN WHICH CASE, IN ANY ACTIONFEDERAL COURT WITHIN THE STATE OF DELAWARE AND ANY FEDERAL APPELLATE COURT THEREFROM), SUIT OR IN ANY PROCEEDING IN RESPECT OF OR ARISING OUT OF OR RELATING TO THIS AGREEMENT, ITS VALIDITY AND EACH PARTY AGREES NOT TO COMMENCE, OR PERFORMANCECOOPERATE IN OR ENCOURAGE THE COMMENCEMENT OF, AT THE SOLE OPTION OF EXECUTIVE AND THE COMPANYANY SUCH PROCEEDING, THEIR SUCCESSORS AND ASSIGNS, SHALL BE INITIATED AND PROSECUTED AS TO ALL PARTIES AND THEIR HEIRS, SUCCESSORS AND ASSIGNS EXCEPT IN DENVER, COLORADO. EXECUTIVE AND THE COMPANY EACH CONSENTS TO AND SUBMITS TO THE EXERCISE OF JURISDICTION OVER HIS/HER OR ITS PERSON BY ANY COURT SITUATED IN DENVER, COLORADO, HAVING JURISDICTION OVER THE SUBJECT MATTER, WAIVES PERSONAL SERVICE OF ANY AND ALL PROCESS UPON IT AND CONSENTS THAT ALL SUCH SERVICE OF PROCESS MAY BE MADE BY REGISTERED MAIL DIRECTED TO EXECUTIVE AND THE COMPANY AT THEIR ADDRESSES SET FORTH ABOVE AND SERVICE SO MADE SHALL BE DEEMED TO BE COMPLETED FIVE (5) BUSINESS DAYS AFTER SUCH PROCESS SHALL HAVE BEEN DEPOSITED IN THE U.S. MAIL, POSTAGE PREPAIDA COURT. EACH PARTY WAIVES TRIAL BY JURYHEREBY IRREVOCABLY WAIVES, ANY OBJECTION BASED ON FORUM NON CONVENIENS, AND ANY OBJECTION TO VENUE OF ANY ACTION INSTITUTED HEREUNDER, AND CONSENTS TO THE GRANTING FULLEST EXTENT IT MAY DO SO, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE THEREIN OF SUCH LEGAL A PROCEEDING. EACH PARTY HEREBY AGREES THAT A FINAL JUDGMENT IN ANY SUCH PROCEEDING WILL BE CONCLUSIVE AND MAY BE ENFORCED IN ANY JURISDICTION BY SUIT ON THE JUDGMENT OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY THE COURTANY OTHER MANNER PROVIDED BY APPLICABLE LAW. EACH PARTY HEREBY EXPRESSLY WAIVES ANY RIGHT IT MAY HAVE TO A JURY TRIAL IN ANY SUCH PROCEEDING.

Jurisdiction, Venue and Waiver of Jury Trial. EXECUTIVE AND EACH PARTY HEREBY IRREVOCABLY SUBMITS TO THE COMPANY AGREE THAT EXCLUSIVE JURISDICTION OF ANY ACTIONSTATE OR FEDERAL COURT SITTING IN NEWCASTLE COUNTY, SUIT OR DELAWARE IN ANY PROCEEDING IN RESPECT OF OR ARISING OUT OF OR RELATING TO THIS AGREEMENT, ITS VALIDITY AGREEMENT OR PERFORMANCE, AT THE SOLE OPTION OF EXECUTIVE ANY TRANSACTION DOCUMENT AND THE COMPANY, THEIR SUCCESSORS AND ASSIGNS, SHALL BE INITIATED AND PROSECUTED AS TO ALL PARTIES AND THEIR HEIRS, SUCCESSORS AND ASSIGNS IN DENVER, COLORADO. EXECUTIVE AND THE COMPANY EACH CONSENTS TO AND SUBMITS TO THE EXERCISE RESPECTIVE COURT TO WHICH AN APPEAL OF JURISDICTION OVER HIS/HER OR ITS PERSON BY ANY COURT SITUATED IN DENVER, COLORADO, HAVING JURISDICTION OVER THE SUBJECT MATTER, WAIVES PERSONAL SERVICE DECISIONS OF ANY AND ALL PROCESS UPON IT AND CONSENTS THAT ALL SUCH SERVICE OF PROCESS COURT MAY BE MADE BY REGISTERED MAIL DIRECTED TAKEN, AND EACH PARTY AGREES NOT TO EXECUTIVE AND COMMENCE, OR COOPERATE IN OR ENCOURAGE THE COMPANY AT THEIR ADDRESSES SET FORTH ABOVE AND SERVICE SO MADE SHALL BE DEEMED TO BE COMPLETED FIVE (5) BUSINESS DAYS AFTER COMMENCEMENT OF, ANY SUCH PROCESS SHALL HAVE BEEN DEPOSITED PROCEEDING, EXCEPT IN THE U.S. MAIL, POSTAGE PREPAIDSUCH A COURT. EACH PARTY WAIVES TRIAL BY JURYHEREBY IRREVOCABLY WAIVES, ANY OBJECTION BASED ON TO THE FULLEST EXTENT IT MAY DO SO, THE DEFENSE OF AN INCONVENIENT FORUM NON CONVENIENSTO THE MAINTENANCE THEREIN OF SUCH A PROCEEDING. EACH PARTY HEREBY IRREVOCABLY CONSENTS TO THE SERVICE OF A COPY OF THE SUMMONS AND COMPLAINT, AND ANY OBJECTION OTHER PROCESS WITH RESPECT TO VENUE OF ANY ACTION INSTITUTED HEREUNDER, SUCH PROCEEDING THAT MAY BE SERVED IN ANY SUCH PROCEEDING BY ANY METHOD PROVIDED BY APPLICABLE LAW. EACH PARTY HEREBY AGREES THAT A FINAL JUDGMENT IN ANY SUCH PROCEEDING WILL BE CONCLUSIVE AND CONSENTS MAY BE ENFORCED IN ANY JURISDICTION BY SUIT ON THE JUDGMENT OR BY ANY OTHER MANNER PROVIDED BY APPLICABLE LAW. EACH PARTY HEREBY EXPRESSLY WAIVES ANY RIGHT IT MAY HAVE TO THE GRANTING OF A JURY TRIAL IN ANY SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY THE COURTPROCEEDING.

Jurisdiction, Venue and Waiver of Jury Trial. EXECUTIVE AND EACH PARTY HEREBY IRREVOCABLY SUBMITS TO THE COMPANY AGREE THAT EXCLUSIVE JURISDICTION OF ANY ACTIONSTATE OR FEDERAL COURT SITTING IN THE STATE OF NEVADA, SUIT OR IN ANY PROCEEDING IN RESPECT OF OR ARISING OUT OF OR RELATING TO THIS AGREEMENT, ITS VALIDITY OR PERFORMANCE, AT THE SOLE OPTION OF EXECUTIVE AGREEMENT AND THE COMPANY, THEIR SUCCESSORS AND ASSIGNS, SHALL BE INITIATED AND PROSECUTED AS TO ALL PARTIES AND THEIR HEIRS, SUCCESSORS AND ASSIGNS IN DENVER, COLORADO. EXECUTIVE AND THE COMPANY EACH CONSENTS TO AND SUBMITS TO THE EXERCISE RESPECTIVE COURT TO WHICH AN APPEAL OF JURISDICTION OVER HIS/HER OR ITS PERSON BY ANY COURT SITUATED IN DENVER, COLORADO, HAVING JURISDICTION OVER THE SUBJECT MATTER, WAIVES PERSONAL SERVICE DECISIONS OF ANY AND ALL PROCESS UPON IT AND CONSENTS THAT ALL SUCH SERVICE OF PROCESS COURT MAY BE MADE BY REGISTERED MAIL DIRECTED TAKEN, AND EACH PARTY AGREES NOT TO EXECUTIVE AND COMMENCE, OR COOPERATE IN OR ENCOURAGE THE COMPANY AT THEIR ADDRESSES SET FORTH ABOVE AND SERVICE SO MADE SHALL BE DEEMED TO BE COMPLETED FIVE (5) BUSINESS DAYS AFTER COMMENCEMENT OF, ANY SUCH PROCESS SHALL HAVE BEEN DEPOSITED PROCEEDING, EXCEPT IN THE U.S. MAIL, POSTAGE PREPAIDSUCH A COURT. EACH PARTY WAIVES TRIAL BY JURYHEREBY IRREVOCABLY WAIVES, ANY OBJECTION BASED ON FORUM NON CONVENIENS, AND ANY OBJECTION TO VENUE OF ANY ACTION INSTITUTED HEREUNDER, AND CONSENTS TO THE GRANTING FULLEST EXTENT IT MAY DO SO, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE THEREIN OF SUCH LEGAL A PROCEEDING. EACH PARTY HEREBY AGREES THAT A FINAL JUDGMENT IN ANY SUCH PROCEEDING WILL BE CONCLUSIVE AND MAY BE ENFORCED IN ANY JURISDICTION BY SUIT ON THE JUDGMENT OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY THE COURTANY OTHER MANNER PROVIDED BY APPLICABLE LAW. EACH PARTY HEREBY EXPRESSLY WAIVES ANY RIGHT IT MAY HAVE TO A JURY TRIAL IN ANY SUCH PROCEEDING.

Jurisdiction, Venue and Waiver of Jury Trial. EXECUTIVE AND EXCEPT TO THE COMPANY AGREE THAT EXTENT STATED OTHERWISE IN SECTION 2.4 OR AS SET FORTH BELOW, EACH PARTY HEREBY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF ANY ACTIONSTATE OR FEDERAL COURT SITTING IN MINNEAPOLIS OR SAINT XXXX, SUIT OR MINNESOTA IN ANY PROCEEDING IN RESPECT OF OR ARISING OUT OF OR RELATING TO THIS AGREEMENT, ITS VALIDITY AGREEMENT OR PERFORMANCE, AT THE SOLE OPTION OF EXECUTIVE ANY ANCILLARY DOCUMENT AND THE COMPANY, THEIR SUCCESSORS AND ASSIGNS, SHALL BE INITIATED AND PROSECUTED AS TO ALL PARTIES AND THEIR HEIRS, SUCCESSORS AND ASSIGNS IN DENVER, COLORADO. EXECUTIVE AND THE COMPANY EACH CONSENTS TO AND SUBMITS TO THE EXERCISE RESPECTIVE COURT TO WHICH AN APPEAL OF JURISDICTION OVER HIS/HER OR ITS PERSON BY ANY COURT SITUATED IN DENVER, COLORADO, HAVING JURISDICTION OVER THE SUBJECT MATTER, WAIVES PERSONAL SERVICE DECISIONS OF ANY AND ALL PROCESS UPON IT AND CONSENTS THAT ALL SUCH SERVICE OF PROCESS COURT MAY BE MADE BY REGISTERED MAIL DIRECTED TAKEN, AND EACH PARTY AGREES NOT TO EXECUTIVE AND COMMENCE, OR COOPERATE IN OR ENCOURAGE THE COMPANY AT THEIR ADDRESSES SET FORTH ABOVE AND SERVICE SO MADE SHALL BE DEEMED TO BE COMPLETED FIVE (5) BUSINESS DAYS AFTER COMMENCEMENT OF, ANY SUCH PROCESS SHALL HAVE BEEN DEPOSITED PROCEEDING, EXCEPT IN THE U.S. MAIL, POSTAGE PREPAIDSUCH A COURT. EACH PARTY WAIVES TRIAL BY JURYHEREBY IRREVOCABLY WAIVES, ANY OBJECTION BASED ON TO THE FULLEST EXTENT IT MAY DO SO, THE DEFENSE OF AN INCONVENIENT FORUM NON CONVENIENSTO THE MAINTENANCE THEREIN OF SUCH A PROCEEDING. EACH PARTY HEREBY IRREVOCABLY CONSENTS TO THE SERVICE OF A COPY OF THE SUMMONS AND COMPLAINT, AND ANY OBJECTION OTHER PROCESS WITH RESPECT TO VENUE OF ANY ACTION INSTITUTED HEREUNDERSUCH PROCEEDING THAT MAY BE SERVED IN ANY SUCH PROCEEDING BY ANY METHOD PROVIDED BY APPLICABLE LAW. EACH PARTY HEREBY AGREES THAT A FINAL JUDGMENT IN ANY SUCH PROCEEDING WILL BE CONCLUSIVE AND MAY BE ENFORCED IN ANY JURISDICTION BY SUIT ON THE JUDGMENT OR BY ANY OTHER MANNER PROVIDED BY APPLICABLE LAW. Each party hereby expressly waives to the fullest extent permitted by Applicable Law any right it may have to a trial by jury in respect of any Proceeding directly or indirectly arising out of, AND CONSENTS under or in connection with this Agreement, any Ancillary Document, or any transaction contemplated hereby or thereby (including the Debt Commitment Letter and the Debt Financing). Each party (i) certifies that no representative, agent or attorney of any other party has represented TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY THE COURTIT, expressly or otherwise, that such other party would not, in the event of litigation, seek to enforce the foregoing waiver and (ii) acknowledges that it and the other parties have been induced to enter into this Agreement and Ancillary Documents, as applicable, by, among other things, the mutual waivers and certifications in this SECTION 9.6. Notwithstanding the foregoing, each of the Parties agrees that it will not, and it will cause its Affiliates not to, bring or support any action, cause of action, claim, cross-claim or third-party claim of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, in any way relating to the Financing Sources, the Debt Commitment Letter, the Debt Financing or the performance thereof, in any forum other than any state or Federal court sitting in the Borough of Manhattan within the State of New York.

Jurisdiction, Venue and Waiver of Jury Trial. EXECUTIVE AND THE COMPANY AGREE THAT 12.1 Jurisdiction and Service of Process. FOR PURPOSES OF ANY ACTION, SUIT LEGAL ACTION OR PROCEEDING IN BROUGHT BY THE ADMINISTRATIVE AGENT, THE ISSUING BANKS OR THE LENDERS WITH RESPECT OF TO THIS AGREEMENT OR ARISING OUT OF THIS AGREEMENTANY OTHER LOAN DOCUMENT, ITS VALIDITY OR PERFORMANCE, AT THE SOLE OPTION OF EXECUTIVE PARENT AND THE COMPANY, THEIR SUCCESSORS AND ASSIGNS, SHALL BE INITIATED AND PROSECUTED AS TO ALL PARTIES AND THEIR HEIRS, SUCCESSORS AND ASSIGNS IN DENVER, COLORADO. EXECUTIVE AND THE COMPANY EACH CONSENTS TO AND BORROWER HEREBY IRREVOCABLY SUBMITS TO THE EXERCISE PERSONAL JURISDICTION OF JURISDICTION OVER HIS/HER OR THE FEDERAL AND STATE COURTS SITTING IN THE STATE OF GEORGIA AND HEREBY IRREVOCABLY DESIGNATES AND APPOINTS, AS ITS PERSON BY ANY COURT SITUATED IN DENVER, COLORADO, HAVING JURISDICTION OVER THE SUBJECT MATTER, WAIVES PERSONAL SERVICE OF ANY AND ALL PROCESS UPON IT AND CONSENTS THAT ALL SUCH AUTHORIZED AGENT FOR SERVICE OF PROCESS MAY BE MADE BY REGISTERED MAIL DIRECTED TO EXECUTIVE IN THE STATE OF GEORGIA, BULL RUN, WHOSE ADDRESS IS SET FORTH IN SECTION 10.1 HEREOF, OR SUCH OTHER PERSON AS THE PARENT AND THE COMPANY AT BORROWERS SHALL DESIGNATE HEREAFTER BY WRITTEN NOTICE GIVEN TO THE ADMINISTRATIVE AGENT. THE CONSENT TO JURISDICTION HEREIN SHALL NOT BE EXCLUSIVE. THE ADMINISTRATIVE AGENT, THE ISSUING BANKS AND THE LENDERS SHALL FOR ALL PURPOSES AUTOMATICALLY, AND WITHOUT ANY ACT ON THEIR ADDRESSES SET FORTH ABOVE PART, BE ENTITLED TO TREAT SUCH DESIGNEE OF THE PARENT AND THE BORROWERS AS THE AUTHORIZED AGENT TO RECEIVE FOR AND ON BEHALF OF THE PARENT AND EACH BORROWER SERVICE SO MADE OF WRITS, OR SUMMONS OR OTHER LEGAL PROCESS IN THE STATE OF GEORGIA, WHICH SERVICE SHALL BE DEEMED EFFECTIVE PERSONAL SERVICE ON THE PARENT OR SUCH BORROWER SERVED WHEN DELIVERED, WHETHER OR NOT SUCH AGENT GIVES NOTICE TO THE PARENT OR SUCH BORROWER; AND DELIVERY OF SUCH SERVICE TO ITS AUTHORIZED AGENT SHALL BE DEEMED TO BE COMPLETED FIVE MADE WHEN PERSONALLY DELIVERED OR THREE (53) BUSINESS DAYS AFTER MAILING BY REGISTERED OR CERTIFIED MAIL ADDRESSED TO SUCH AUTHORIZED AGENT. THE PARENT AND EACH BORROWER FURTHER IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL TO THE PARENT OR SUCH BORROWER AT THE ADDRESS SET FORTH ABOVE, SUCH SERVICE TO BECOME EFFECTIVE THREE (3) BUSINESS DAYS AFTER SUCH PROCESS SHALL HAVE BEEN DEPOSITED MAILING. IN THE U.S. MAILEVENT THAT, POSTAGE PREPAIDFOR ANY REASON, SUCH AGENT OR HIS OR HER SUCCESSORS SHALL NO LONGER SERVE AS AGENT OF THE PARENT AND THE BORROWERS TO RECEIVE SERVICE OF PROCESS IN THE STATE OF GEORGIA, THE PARENT AND THE BORROWERS SHALL SERVE AND ADVISE THE ADMINISTRATIVE AGENT THEREOF SO THAT AT ALL TIMES THE PARENT AND EACH BORROWER WILL MAINTAIN AN AGENT TO RECEIVE SERVICE OF PROCESS IN THE STATE OF GEORGIA ON BEHALF OF EACH BORROWER WITH RESPECT TO THIS AGREEMENT AND ALL OTHER LOAN DOCUMENTS. EACH PARTY WAIVES TRIAL IN THE EVENT THAT, FOR ANY REASON, SERVICE OF LEGAL PROCESS CANNOT BE MADE IN THE MANNER DESCRIBED ABOVE, SUCH SERVICE MAY BE MADE IN SUCH MANNER AS PERMITTED BY JURY, ANY OBJECTION BASED ON FORUM NON CONVENIENS, AND ANY OBJECTION TO VENUE OF ANY ACTION INSTITUTED HEREUNDER, AND CONSENTS TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY THE COURTLAW.

Jurisdiction, Venue and Waiver of Jury Trial. EXECUTIVE AND THE COMPANY AGREE THAT Section 12.1 Jurisdiction and Service of Process. FOR PURPOSES OF ANY ACTION, SUIT LEGAL ACTION OR PROCEEDING IN BROUGHT BY THE ADMINISTRATIVE AGENT, THE ISSUING BANKS OR THE LENDERS WITH RESPECT OF TO THIS AGREEMENT OR ARISING OUT OF THIS AGREEMENTANY OTHER LOAN DOCUMENT, ITS VALIDITY OR PERFORMANCE, AT THE SOLE OPTION OF EXECUTIVE PARENT AND THE COMPANY, THEIR SUCCESSORS AND ASSIGNS, SHALL BE INITIATED AND PROSECUTED AS TO ALL PARTIES AND THEIR HEIRS, SUCCESSORS AND ASSIGNS IN DENVER, COLORADO. EXECUTIVE AND THE COMPANY EACH CONSENTS TO AND BORROWER HEREBY IRREVOCABLY SUBMITS TO THE EXERCISE PERSONAL JURISDICTION OF JURISDICTION OVER HIS/HER OR THE FEDERAL AND STATE COURTS SITTING IN THE STATE OF GEORGIA AND HEREBY IRREVOCABLY DESIGNATES AND APPOINTS, AS ITS PERSON BY ANY COURT SITUATED IN DENVER, COLORADO, HAVING JURISDICTION OVER THE SUBJECT MATTER, WAIVES PERSONAL SERVICE OF ANY AND ALL PROCESS UPON IT AND CONSENTS THAT ALL SUCH AUTHORIZED AGENT FOR SERVICE OF PROCESS MAY BE MADE BY REGISTERED MAIL DIRECTED TO EXECUTIVE IN THE STATE OF GEORGIA, BULL RUN, WHOSE ADDRESS IS SET FORTH IN SECTION 10.1 HEREOF, OR SUCH OTHER PERSON AS THE PARENT AND THE COMPANY AT BORROWERS SHALL DESIGNATE HEREAFTER BY WRITTEN NOTICE GIVEN TO THE ADMINISTRATIVE AGENT. THE CONSENT TO JURISDICTION HEREIN SHALL NOT BE EXCLUSIVE. THE ADMINISTRATIVE AGENT, THE ISSUING BANKS AND THE LENDERS SHALL FOR ALL PURPOSES AUTOMATICALLY, AND WITHOUT ANY ACT ON THEIR ADDRESSES SET FORTH ABOVE PART, BE ENTITLED TO TREAT SUCH DESIGNEE OF THE PARENT AND THE BORROWERS AS THE AUTHORIZED AGENT TO RECEIVE FOR AND ON BEHALF OF THE PARENT AND EACH BORROWER SERVICE SO MADE OF WRITS, OR SUMMONS OR OTHER LEGAL PROCESS IN THE STATE OF GEORGIA, WHICH SERVICE SHALL BE DEEMED EFFECTIVE PERSONAL SERVICE ON THE PARENT OR SUCH BORROWER SERVED WHEN DELIVERED, WHETHER OR NOT SUCH AGENT GIVES NOTICE TO THE PARENT OR SUCH BORROWER; AND DELIVERY OF SUCH SERVICE TO ITS AUTHORIZED AGENT SHALL BE DEEMED TO BE COMPLETED FIVE MADE WHEN PERSONALLY DELIVERED OR THREE (53) BUSINESS DAYS AFTER MAILING BY REGISTERED OR CERTIFIED MAIL ADDRESSED TO SUCH AUTHORIZED AGENT. THE PARENT AND EACH BORROWER FURTHER IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL TO THE PARENT OR SUCH BORROWER AT THE ADDRESS SET FORTH ABOVE, SUCH SERVICE TO BECOME EFFECTIVE THREE (3) BUSINESS DAYS AFTER SUCH PROCESS SHALL HAVE BEEN DEPOSITED MAILING. IN THE U.S. MAILEVENT THAT, POSTAGE PREPAIDFOR ANY REASON, SUCH AGENT OR HIS OR HER SUCCESSORS SHALL NO LONGER SERVE AS AGENT OF THE PARENT AND THE BORROWERS TO RECEIVE SERVICE OF PROCESS IN THE STATE OF GEORGIA, THE PARENT AND THE BORROWERS SHALL SERVE AND ADVISE THE ADMINISTRATIVE AGENT THEREOF SO THAT AT ALL TIMES THE PARENT AND EACH BORROWER WILL MAINTAIN AN AGENT TO RECEIVE SERVICE OF PROCESS IN THE STATE OF GEORGIA ON BEHALF OF EACH BORROWER WITH RESPECT TO THIS AGREEMENT AND ALL OTHER LOAN DOCUMENTS. EACH PARTY WAIVES TRIAL IN THE EVENT THAT, FOR ANY REASON, SERVICE OF LEGAL PROCESS CANNOT BE MADE IN THE MANNER DESCRIBED ABOVE, SUCH SERVICE MAY BE MADE IN SUCH MANNER AS PERMITTED BY JURY, ANY OBJECTION BASED ON FORUM NON CONVENIENS, AND ANY OBJECTION TO VENUE OF ANY ACTION INSTITUTED HEREUNDER, AND CONSENTS TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY THE COURTLAW.

Jurisdiction, Venue and Waiver of Jury Trial. EXECUTIVE EXCEPT TO THE EXTENT STATED OTHERWISE IN SECTION 2.4, EACH PARTY HEREBY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE COURT OF CHANCERY OF THE STATE OF DELAWARE AND ANY STATE APPELLATE COURT THEREFROM WITHIN THE COMPANY AGREE THAT STATE OF DELAWARE (UNLESS THE COURT OF CHANCERY OF THE STATE OF DELAWARE DECLINES TO ACCEPT JURISDICTION OVER A PARTICULAR MATTER, IN WHICH CASE, IN ANY ACTIONFEDERAL COURT WITHIN THE STATE OF DELAWARE AND ANY FEDERAL APPELLATE COURT THEREFROM), SUIT OR IN ANY PROCEEDING IN RESPECT OF OR ARISING OUT OF OR RELATING TO THIS AGREEMENT, ITS VALIDITY AND EACH PARTY AGREES NOT TO COMMENCE, OR PERFORMANCECOOPERATE IN OR ENCOURAGE THE COMMENCEMENT OF, AT THE SOLE OPTION OF EXECUTIVE AND THE COMPANYANY SUCH PROCEEDING, THEIR SUCCESSORS AND ASSIGNS, SHALL BE INITIATED AND PROSECUTED AS TO ALL PARTIES AND THEIR HEIRS, SUCCESSORS AND ASSIGNS EXCEPT IN DENVER, COLORADO. EXECUTIVE AND THE COMPANY EACH CONSENTS TO AND SUBMITS TO THE EXERCISE OF JURISDICTION OVER HIS/HER OR ITS PERSON BY ANY COURT SITUATED IN DENVER, COLORADO, HAVING JURISDICTION OVER THE SUBJECT MATTER, WAIVES PERSONAL SERVICE OF ANY AND ALL PROCESS UPON IT AND CONSENTS THAT ALL SUCH SERVICE OF PROCESS MAY BE MADE BY REGISTERED MAIL DIRECTED TO EXECUTIVE AND THE COMPANY AT THEIR ADDRESSES SET FORTH ABOVE AND SERVICE SO MADE SHALL BE DEEMED TO BE COMPLETED FIVE (5) BUSINESS DAYS AFTER SUCH PROCESS SHALL HAVE BEEN DEPOSITED IN THE U.S. MAIL, POSTAGE PREPAIDA COURT. EACH PARTY WAIVES TRIAL BY JURYHEREBY IRREVOCABLY WAIVES, ANY OBJECTION BASED ON FORUM NON CONVENIENS, AND ANY OBJECTION TO VENUE OF ANY ACTION INSTITUTED HEREUNDER, AND CONSENTS TO THE GRANTING FULLEST EXTENT IT MAY DO SO, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE THEREIN OF SUCH LEGAL A PROCEEDING. EACH PARTY HEREBY AGREES THAT A FINAL JUDGMENT IN ANY SUCH PROCEEDING WILL BE CONCLUSIVE AND MAY BE ENFORCED IN ANY JURISDICTION BY SUIT ON THE JUDGMENT OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY THE COURTANY OTHER MANNER PROVIDED BY APPLICABLE LAW. EACH PARTY HEREBY EXPRESSLY WAIVES ANY RIGHT IT MAY HAVE TO A JURY TRIAL IN ANY SUCH PROCEEDING.