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

Jurisdiction; Venue; Waiver of Jury Trial. Any controversy or claim, action, suit or proceeding arising out of or relating to this Agreement or the Notes shall be brought in a State court in Cxxx County, Illinois or, if it has or can acquire jurisdiction, any Federal court located in such State and County, and EACH OF THE PARTIES HERETO, AFTER CONSULTING WITH OR HAVING HAD THE OPPORTUNITY TO CONSULT WITH COUNSEL, HEREBY KNOWINGLY, VOLUNTARILY, INTENTIONALLY AND IRREVOCABLY SUBMITS TO THE EXCLUSIVE PERSONAL JURISDICTION OF SUCH COURTS AND WAIVES TRIAL BY JURY, IN EACH CASE IN CONNECTION WITH ANY CONTROVERSY, CLAIM, ACTION, SUIT OR PROCEEDING ARISING OUT OF OR RELATING TO THIS NOTE. Each of the parties hereto hereby irrevocably and unconditionally waives any objection to the laying of venue of any controversy, claim, action, suit or proceeding arising out of or relating to the Agreement, the Notes, or the transactions contemplated hereby or thereby, in the courts of the State of Illinois or the United States of America, in each case located in Cxxx County, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such matter brought in any such court has been brought in an inconvenient forum. Each party hereby irrevocably waives personal service of process and consents to process being served in any such controversy, claim, suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Note and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law.

Jurisdiction; Venue; Waiver of Jury Trial. Any controversy or claim, action, suit or proceeding arising out of or relating to this Agreement or the Notes shall be brought in a State court in Cxxx County, Illinois or, if it has or can acquire jurisdiction, any Federal court located in such State and County, and EACH OF THE PARTIES HERETO, AFTER CONSULTING WITH OR HAVING HAD THE OPPORTUNITY TO CONSULT WITH COUNSEL, HEREBY KNOWINGLY, VOLUNTARILY, INTENTIONALLY AND IRREVOCABLY SUBMITS TO THE EXCLUSIVE PERSONAL JURISDICTION OF SUCH COURTS AND WAIVES TRIAL BY JURY, IN EACH CASE IN CONNECTION WITH ANY CONTROVERSY, CLAIM, ACTION, SUIT OR PROCEEDING ARISING OUT OF OR RELATING TO THIS NOTE. (a) Each of the parties hereto hereby irrevocably and unconditionally submits to the exclusive jurisdiction of the Chancery Court of the State of Delaware (or, if the Chancery Court of the State of Delaware declines to accept jurisdiction, the Delaware Superior Court or, if the Delaware Superior Court declines to accept jurisdiction, any state or federal court within the County of New York in the State of New York), for the purposes of any Action or other proceeding arising out of this Agreement and the rights and obligations arising hereunder and thereunder, and irrevocably and unconditionally waives any objection to the laying of venue of any controversy, claim, action, suit such Action or proceeding arising out of or relating to the Agreement, the Notes, or the transactions contemplated hereby or thereby, in the courts of the State of Illinois or the United States of America, in each case located in Cxxx Countyany such court, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such matter brought in any such court Action or proceeding has been brought in an inconvenient forum. Each party hereby irrevocably waives personal hereto agrees that service of any process, summons, notice or document by registered mail to such party’s respective address set forth in Section 9 shall be effective service of process and consents to process being served in for any such controversyAction or proceeding. (b) EACH PARTY HERETO HEREBY WAIVES, claimTO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, suitANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Note and agrees that such service shall constitute good and sufficient service of process and notice thereofCLAIM OR OTHER PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES IN RESPECT OF THIS AGREEMENT OR ANY OF THE TRANSACTIONS RELATED THERETO. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by lawEACH PARTY HERETO (I) CERTIFIES THAT NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY ACTION, CLAIM OR OTHER PROCEEDING, SEEK TO ENFORCE THE FOREGOING WAIVER AND (II) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 17(B).

Jurisdiction; Venue; Waiver of Jury Trial. Any controversy or claim, action, suit or proceeding arising out of or relating to this Agreement or the Notes Note shall be brought in a State court in Cxxx County, Illinois or, if it has or can acquire jurisdiction, any Federal court located in such State and County, and EACH OF THE PARTIES HERETO, AFTER CONSULTING WITH OR HAVING HAD THE OPPORTUNITY TO CONSULT WITH COUNSEL, HEREBY KNOWINGLY, VOLUNTARILY, INTENTIONALLY AND IRREVOCABLY SUBMITS TO THE EXCLUSIVE PERSONAL JURISDICTION OF SUCH COURTS AND WAIVES TRIAL BY JURY, IN EACH CASE IN CONNECTION WITH ANY CONTROVERSY, CLAIM, ACTION, SUIT OR PROCEEDING ARISING OUT OF OR RELATING TO THIS NOTE. Each of the parties hereto hereby irrevocably and unconditionally waives any objection to the laying of venue of any controversy, claim, action, suit or proceeding arising out of or relating to the Agreement, the Notesthis Note, or the transactions contemplated hereby or therebyhereby, in the courts of the State of Illinois or the United States of America, in each case located in Cxxx County, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such matter brought in any such court has been brought in an inconvenient forum. Each party hereby irrevocably waives personal service of process and consents to process being served in any such controversy, claim, suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Note and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law.

Jurisdiction; Venue; Waiver of Jury Trial. Any controversy Customer hereby acknowledges, stipulates and agrees that (i) any and all claims, actions, proceedings or claim, action, suit or proceeding arising out causes of or action relating to the validity, performance, interpretation, and/ or enforcement hereof must be submitted to a court of competent jurisdiction in Houston, Harris County, Texas, (ii) to the maximum extent practicable, this Agreement will be deemed to call for performance in Harris County, Texas, (iii) Customer irrevocably submits itself to the jurisdiction of the state and federal courts in Harris County, Texas, (iv) service of process may be made upon it in any legal proceeding in connection with this Agreement or any other agreement as provided by Texas law, (v) Customer irrevocably waives, to the Notes shall be brought in a State court in Cxxx County, Illinois or, if it has or can acquire jurisdictionfullest extent permitted by law, any Federal court located in such State and County, and EACH OF THE PARTIES HERETO, AFTER CONSULTING WITH OR HAVING HAD THE OPPORTUNITY TO CONSULT WITH COUNSEL, HEREBY KNOWINGLY, VOLUNTARILY, INTENTIONALLY AND IRREVOCABLY SUBMITS TO THE EXCLUSIVE PERSONAL JURISDICTION OF SUCH COURTS AND WAIVES TRIAL BY JURY, IN EACH CASE IN CONNECTION WITH ANY CONTROVERSY, CLAIM, ACTION, SUIT OR PROCEEDING ARISING OUT OF OR RELATING TO THIS NOTE. Each of the parties hereto hereby irrevocably and unconditionally waives any objection that it may now or hereafter have to the laying of venue of any controversy, claim, action, suit or proceeding litigation arising out of or relating to the Agreement, the Notes, in connection with this Agreement or the transactions contemplated hereby any other agreement or thereby, in the courts of the State of Illinois or the United States of America, in each case located in Cxxx County, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim transaction brought in any such court court, (vi) Customer irrevocably waives any claims that any such matter litigation brought in any such court has been brought in an inconvenient forum. Each party hereby , and (vii) it irrevocably waives personal consents to the service of process out of any of the aforementioned courts by the mailing of copies thereof by Certified Mail, Return Receipt Requested, postage prepaid, at its address set forth herein. The scope of each of the foregoing waivers is intended to be all encompassing. Customer acknowledges that this waiver is a material inducement to the agreement of SUPPLIER to enter into a business relationship, and consents to process being served that SUPPLIER has already relied on this waiver in any such controversyentering into this Agreement. EACH PARTY HEREBY AGREES NOT TO ELECT A TRIAL BY JURY OF ANY ISSUE TRIABLE OF RIGHT BY JURY, claimAND FULLY WAIVES ANY RIGHT TO TRIAL BY JURY TO THE EXTENT THAT ANY SUCH RIGHT NOW OR HEREAFTER EXISTS WITH RESPECT TO THIS AGREEMENT AND/OR THE AGREEMENTS, suitINSTRUMENTS AND DOCUMENTS CONTEMPLATED HEREBY OR ANY CLAIM, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Note and agrees that such service shall constitute good and sufficient service of process and notice thereofCOUNTERCLAIM OR OTHER ACTION ARISING IN CONNECTION HEREWITH. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law.EACH PARTY ACKNOWLEDGES AND AGREES THAT THIS WAIVER OF RIGHT TO TRIAL

Jurisdiction; Venue; Waiver of Jury Trial. Any controversy or claim, action, suit or proceeding arising out of or relating to this Agreement or the Notes shall be brought in a State court in Cxxx County, Illinois or, if it has or can acquire jurisdiction, any Federal court located in such State and County, and EACH OF THE PARTIES HERETO, AFTER CONSULTING WITH OR HAVING HAD THE OPPORTUNITY TO CONSULT WITH COUNSEL, HEREBY KNOWINGLY, VOLUNTARILY, INTENTIONALLY AND IRREVOCABLY SUBMITS TO THE EXCLUSIVE PERSONAL JURISDICTION OF SUCH COURTS AND WAIVES TRIAL BY JURY, IN EACH CASE IN CONNECTION WITH ANY CONTROVERSY, CLAIM, ACTION, SUIT OR PROCEEDING ARISING OUT OF OR RELATING TO THIS NOTE. Each of the parties hereto hereby irrevocably and unconditionally waives any objection submits, for itself and its property, to the laying of venue nonexclusive jurisdiction of any controversyNew York State or federal court of the United States of America sitting in New York City, claimwhether trial or appellate, action, suit in any action or proceeding arising out of of, or relating to to, this Agreement or any of the Agreement, the Notesother Credit Documents, or the transactions contemplated hereby for recognition or therebyenforcement of any judgment in respect thereof, in the courts and each of the State of Illinois or the United States of America, in each case located in Cxxx County, and parties hereto hereby further irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in any such New York State court or, to the extent permitted by law, in such federal court and consents that any such action or proceeding may be brought in such courts and waives to the fullest extent permitted by law any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same. Each of the parties hereto agrees that a final judgment in any such court that any such matter brought in any such court has been brought in an inconvenient forum. Each party hereby irrevocably waives personal service of process and consents to process being served in any such controversy, claim, suit, action or proceeding shall be conclusive and may be enforced in other jurisdictions by mailing a copy thereof to such party at suit on the address for such notices to it under this Note and agrees that such service shall constitute good and sufficient service of process and notice thereofjudgment or in any other manner provided by law. Nothing contained herein in this Agreement shall be deemed to limit in any way affect any right that any party may otherwise have to serve process bring any action or proceeding relating to this Agreement or any of the other Credit Documents in the courts of any manner permitted by lawjurisdiction. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERLCLAIM ARISING OUT OF, OR RELATING TO, ANY CREDIT DOCUMENT OR OTHER ACTIONS OF LENDER IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT THEREOF.

Jurisdiction; Venue; Waiver of Jury Trial. Any controversy (a) The Borrower, the Administrative Agent and each Lender hereby irrevocably and unconditionally submits to the nonexclusive jurisdiction of any Federal court, to the extent permitted by law, of the United States of America sitting in the borough of Manhattan in New York City or, if such Federal court is not available due to lack of jurisdiction, any New York State court sitting in the borough of Manhattan in New York City, and any appellate court from any thereof, in any action or claimproceeding arising out of or relating to this Agreement, actionor for recognition or enforcement of any judgment, and hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such Federal Court, to the extent permitted by law, or in such New York State court. The Borrower, the Administrative Agent and each Lender each agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Subject to the foregoing and to subsection (b) below, nothing in this Agreement shall affect any right that any party thereto may otherwise have to bring any action or proceeding relating to this Agreement against any other party thereto in the courts of any jurisdiction. (b) The Borrower and each Lender each hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that it may now or thereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement in any New York State or Federal court. The Borrower and each Lender each hereby irrevocably waives, to the Notes shall be brought fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in a State court in Cxxx Countyany such court. (c) THE BORROWER, Illinois or, if it has or can acquire jurisdiction, any Federal court located in such State and County, and THE ADMINISTRATIVE AGENT AND EACH OF THE PARTIES HERETO, AFTER CONSULTING WITH OR HAVING HAD THE OPPORTUNITY TO CONSULT WITH COUNSEL, LENDER EACH HEREBY KNOWINGLY, VOLUNTARILY, VOLUNTARILY AND INTENTIONALLY AND IRREVOCABLY SUBMITS WAIVES ANY RIGHTS IT MAY HAVE TO THE EXCLUSIVE PERSONAL JURISDICTION OF SUCH COURTS AND WAIVES A TRIAL BY JURYJURY IN RESPECT OF ANY LITIGATION BASED ON THIS AGREEMENT, IN EACH CASE OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH WITH, THIS AGREEMENT, OR ANY CONTROVERSYCOURSE OF CONDUCT, CLAIMCOURSE OF DEALING, ACTIONSTATEMENTS (WHETHER VERBAL OR WRITTEN), SUIT OR PROCEEDING ARISING OUT ACTIONS OF OR RELATING TO THE BORROWER. THIS NOTE. Each of the parties hereto hereby irrevocably and unconditionally waives any objection to the laying of venue of any controversyPROVISION IS A MATERIAL INDUCEMENT FOR THE ADMINISTRATIVE AGENT, claim, action, suit or proceeding arising out of or relating to the Agreement, the Notes, or the transactions contemplated hereby or thereby, in the courts of the State of Illinois or the United States of America, in each case located in Cxxx County, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such matter brought in any such court has been brought in an inconvenient forum. Each party hereby irrevocably waives personal service of process and consents to process being served in any such controversy, claim, suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Note and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by lawTHE LENDERS AND THE BORROWER ENTERING INTO THIS AGREEMENT.

Jurisdiction; Venue; Waiver of Jury Trial. Any controversy or claim, action, suit or proceeding arising out of or relating to this Agreement or the Notes shall be brought in a State court in Cxxx County, Illinois or, if it has or can acquire jurisdiction, any Federal court located in such State and County, and EACH OF THE PARTIES HERETO, AFTER CONSULTING WITH OR HAVING HAD THE OPPORTUNITY TO CONSULT WITH COUNSEL, HEREBY KNOWINGLY, VOLUNTARILY, INTENTIONALLY AND IRREVOCABLY SUBMITS TO THE EXCLUSIVE PERSONAL JURISDICTION OF SUCH COURTS AND WAIVES TRIAL BY JURY, IN EACH CASE IN CONNECTION WITH ANY CONTROVERSY, CLAIM, ACTION, SUIT OR PROCEEDING ARISING OUT OF OR RELATING TO THIS NOTE. Each of the parties hereto hereby irrevocably and unconditionally waives any objection submits, for itself and its property, to the laying of venue nonexclusive jurisdiction of any controversyNew York State or federal court of the United States of America sitting in New York City, claimwhether trial or appellate, action, suit in any action or proceeding arising out of of, or relating to to, this Agreement or any of the Agreement, the Notesother Credit Documents, or the transactions contemplated hereby for recognition or therebyenforcement of any judgment in respect thereof, in the courts and each of the State of Illinois or the United States of America, in each case located in Cxxx County, and parties hereto hereby further irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in any such New York State court or, to the extent permitted by law, in such federal court and consents that any such action or proceeding may be brought in such courts and waives to the fullest extent permitted by law any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same. Each of the parties hereto agrees that a final judgment in any such court that any such matter brought in any such court has been brought in an inconvenient forum. Each party hereby irrevocably waives personal service of process and consents to process being served in any such controversy, claim, suit, action or proceeding shall be conclusive and may be enforced in other jurisdictions by mailing a copy thereof to such party at suit on the address for such notices to it under this Note and agrees that such service shall constitute good and sufficient service of process and notice thereofjudgment or in any other manner provided by law. Nothing contained herein in this Agreement shall be deemed to limit in any way affect any right that any party may otherwise have to serve process bring any action or proceeding relating to this Agreement or any of the other Credit Documents in the courts of any manner permitted by lawjurisdiction. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF, OR RELATING TO, ANY CREDIT DOCUMENT OR THE ACTIONS OF LENDER IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT THEREOF.

Jurisdiction; Venue; Waiver of Jury Trial. Any controversy a. Each of the parties hereto hereby irrevocably submits to the exclusive jurisdiction of any federal or claimstate court located in the State of Texas, County of Xxxxxx over any suit, action, suit dispute or proceeding arising out of or relating to this Agreement and each of the parties agrees that any action relating in any way to this Agreement must be commenced only in the courts of the State of Texas, federal or the Notes shall be brought in a State court in Cxxx County, Illinois or, if it has or can acquire jurisdiction, any Federal court located in such State and County, and EACH OF THE PARTIES HERETO, AFTER CONSULTING WITH OR HAVING HAD THE OPPORTUNITY TO CONSULT WITH COUNSEL, HEREBY KNOWINGLY, VOLUNTARILY, INTENTIONALLY AND IRREVOCABLY SUBMITS TO THE EXCLUSIVE PERSONAL JURISDICTION OF SUCH COURTS AND WAIVES TRIAL BY JURY, IN EACH CASE IN CONNECTION WITH ANY CONTROVERSY, CLAIM, ACTION, SUIT OR PROCEEDING ARISING OUT OF OR RELATING TO THIS NOTEstate. Each of the parties hereto hereby irrevocably and unconditionally waives waives, to the fullest extent permitted or not prohibited by law, any objection which it may now or hereafter have to the laying of the venue of any controversysuch suit, claim, action, suit action or proceeding arising out of or relating to the Agreement, the Notes, or the transactions contemplated hereby or thereby, brought in the courts of the State of Illinois or the United States of America, in each case located in Cxxx County, such a court and hereby further irrevocably and unconditionally waives and agrees not to plead or any claim in any such court that any such matter suit, action or proceeding brought in any such a court has been brought in an inconvenient forum. Each party of the parties hereto hereby irrevocably waives personal consents to the service of process and consents to process being served in any such controversy, claim, suit, action or proceeding by mailing a copy thereof sending the same by certified mail, return receipt requested, or by recognized overnight courier service, to the address of such party at set forth in the address for such notices to it under this Note and agrees that such service shall constitute good and sufficient service of process and notice thereofCompany’s records. b. THE PARTIES TO THIS AGREEMENT EACH HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION, OR CAUSE OF ACTION (I) ARISING UNDER THIS AGREEMENT OR (II) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO IN RESPECT OF THIS AGREEMENT OR ANY OF THE TRANSACTIONS RELATED HERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY, OR OTHERWISE. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by lawTHE PARTIES TO THIS AGREEMENT EACH HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION, OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY AND THAT THE PARTIES TO THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OF A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

Jurisdiction; Venue; Waiver of Jury Trial. Any controversy (a) Each of the Parties hereby irrevocably and unconditionally submits, for itself and/or its property, to the non-exclusive jurisdiction of any New York state court or claimfederal court of the United States of America sitting in the District of New York, actionand any appellate court from any thereof, suit or proceeding in any Proceeding arising out of or relating to this Agreement or for recognition or enforcement of any judgment, and each of the Notes shall Parties hereby irrevocably and unconditionally agrees that all claims in respect of any such Proceeding may be brought heard and determined in a State any such New York state court in Cxxx County, Illinois or, if it has or can acquire jurisdictionto the extent permitted by Law, any Federal court located in such State and County, and EACH OF THE PARTIES HERETO, AFTER CONSULTING WITH OR HAVING HAD THE OPPORTUNITY TO CONSULT WITH COUNSEL, HEREBY KNOWINGLY, VOLUNTARILY, INTENTIONALLY AND IRREVOCABLY SUBMITS TO THE EXCLUSIVE PERSONAL JURISDICTION OF SUCH COURTS AND WAIVES TRIAL BY JURY, IN EACH CASE IN CONNECTION WITH ANY CONTROVERSY, CLAIM, ACTION, SUIT OR PROCEEDING ARISING OUT OF OR RELATING TO THIS NOTEfederal court. Each of the parties hereto hereby Parties agrees that a final judgment in any such Proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. (b) Each of the Parties irrevocably and unconditionally waives waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of any controversy, claim, action, suit or proceeding Proceeding arising out of or relating to the AgreementAgreement in any New York state or federal court. Each of the Parties irrevocably waives, to the fullest extent permitted by Law, the Notes, or defense of an inconvenient forum to the transactions contemplated hereby or thereby, in the courts maintenance of the State of Illinois or the United States of America, in each case located in Cxxx County, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim such Proceeding in any such court that any such matter brought in any such court has been brought in an inconvenient forumcourt. (c) EACH OF THE PARTIES HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATED TO THIS AGREEMENT OR ANY OF THE OTHER TRANSACTION DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. Each party hereby irrevocably waives personal service of process and consents to process being served in any such controversyEACH OF THE PARTIES ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY BY, claimAMONG OTHER THINGS, suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Note and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by lawTHE MUTUAL WAIVERS AND CERTIFICATIONS CONTAINED IN THIS SECTION 12.10(c).

Jurisdiction; Venue; Waiver of Jury Trial. Any controversy (a) Each Borrower hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of any New York State court or claimFederal court of the United States of America sitting in New York City, actionand any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Subject to the foregoing and to paragraph (b) below, nothing in this Agreement shall affect any right that any party hereto may otherwise have to bring any action or proceeding relating to this Agreement against any other party hereto in the courts of any jurisdiction. (b) Each Borrower hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or thereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or the Notes shall be brought in a any New York State court in Cxxx County, Illinois or, if it has or can acquire jurisdiction, any Federal court located of the United States of America sitting in such State and County, and EACH OF THE PARTIES HERETO, AFTER CONSULTING WITH OR HAVING HAD THE OPPORTUNITY TO CONSULT WITH COUNSEL, HEREBY KNOWINGLY, VOLUNTARILY, INTENTIONALLY AND IRREVOCABLY SUBMITS TO THE EXCLUSIVE PERSONAL JURISDICTION OF SUCH COURTS AND WAIVES TRIAL BY JURY, IN EACH CASE IN CONNECTION WITH ANY CONTROVERSY, CLAIM, ACTION, SUIT OR PROCEEDING ARISING OUT OF OR RELATING TO THIS NOTENew York City. Each of the parties hereto hereby irrevocably and unconditionally waives any objection waives, to the laying fullest extent permitted by law, the defense of venue an inconvenient forum to the maintenance of any controversy, claim, action, suit such action or proceeding arising out of or relating to the Agreement, the Notes, or the transactions contemplated hereby or thereby, in the courts of the State of Illinois or the United States of America, in each case located in Cxxx County, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such matter brought in any such court has been brought in an inconvenient forum. Each party hereby irrevocably waives personal service of process and consents to process being served in any such controversycourt. (c) EACH OF THE PARTIES TO THIS CREDIT AGREEMENT HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, claim, suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Note and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by lawPROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS CREDIT AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Jurisdiction; Venue; Waiver of Jury Trial. Any controversy or claimThe Parties hereby irrevocably submit to the exclusive personal jurisdiction of the courts of the State of New York located in New York County and the United States District Court for the Southern District of New York, solely in respect of the interpretation and enforcement of the provisions of this Settlement Agreement, and hereby waive, and agree not to assert, as a defense in any action, suit or proceeding arising out for the interpretation or enforcement hereof, that it is not subject thereto or that such action, suit or proceeding may not be brought or is not maintainable in such courts or that such courts are an inconvenient forum, or that the venue of such courts may not be appropriate or relating that this Settlement Agreement may not be enforced in or by such courts, and the Parties irrevocably agree that all claims with respect to this Agreement such action, suit or proceeding shall be heard in such a court of the State of New York or the Notes United States District Court for the Southern District of New York. The Parties hereby consent to and grant any such court jurisdiction, to the extent permitted by law, over the subject matter of such action, suit or proceeding and agree that mailing of process or other papers in connection with any such action, suit or proceeding in the manner provided in Section 24 shall be brought in a State court in Cxxx Countyvalid, Illinois oreffective and sufficient service thereof. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS SETTLEMENT AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, if it has or can acquire jurisdiction, any Federal court located in such State and County, and AND THEREFORE EACH OF THE PARTIES HERETO, AFTER CONSULTING WITH OR HAVING HAD THE OPPORTUNITY SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO CONSULT WITH COUNSEL, HEREBY KNOWINGLY, VOLUNTARILY, INTENTIONALLY AND IRREVOCABLY SUBMITS TO THE EXCLUSIVE PERSONAL JURISDICTION OF SUCH COURTS AND WAIVES A TRIAL BY JURY, JURY IN EACH CASE IN CONNECTION WITH RESPECT OF ANY CONTROVERSY, CLAIM, ACTION, SUIT OR PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS NOTESETTLEMENT AGREEMENT OR THE TRANSACTION. Each EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY ACTION, SUIT OR PROCEEDING, SEEK TO ENFORCE THE FOREGOING WAIVER, (ii) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (iii) EACH PARTY MAKES THIS WAIVER VOLUNTARILY AND (iv) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS SETTLEMENT AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 14. For the avoidance of the parties hereto hereby irrevocably and unconditionally waives any objection to the laying of venue of any controversy, claim, action, suit or proceeding arising out of or relating to the Agreementdoubt, the NotesParties acknowledge and agree that this Section 14 is not intended to waive, modify, or displace the transactions contemplated hereby or thereby, dispute resolution clauses in the courts of the State of Illinois or the United States of America, in each case located in Cxxx County, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such matter brought in any such court has been brought in an inconvenient forum. Each party hereby irrevocably waives personal service of process and consents to process being served in any such controversy, claim, suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Note and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by lawAgreements.

Jurisdiction; Venue; Waiver of Jury Trial. Any controversy or claim, action, suit or proceeding arising out of or relating to this Agreement or the Notes shall be brought in a State court in Cxxx Santa Xxxxx County, Illinois California or, if it has or can acquire jurisdiction, any Federal court located in such State and County, and EACH OF THE PARTIES HERETO, AFTER CONSULTING WITH OR HAVING HAD THE OPPORTUNITY TO CONSULT WITH COUNSEL, HEREBY KNOWINGLY, VOLUNTARILY, INTENTIONALLY AND IRREVOCABLY SUBMITS TO THE EXCLUSIVE PERSONAL JURISDICTION OF SUCH COURTS AND WAIVES TRIAL BY JURY (AND AGREES NOT TO REQUEST TRIAL BY JURY), IN EACH CASE IN CONNECTION WITH ANY CONTROVERSY, CLAIM, ACTION, SUIT OR PROCEEDING ARISING OUT OF OR RELATING TO THIS NOTEAGREEMENT. Each of the parties hereto hereby irrevocably and unconditionally waives any objection to the laying of venue of any controversy, claim, action, suit or proceeding arising out of or relating to the this Agreement, the Notes, or the transactions contemplated hereby or therebyhereby, in the courts of the State of Illinois California or the United States of America, in each case located in Cxxx Santa Xxxxx County, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such matter brought in any such court has been brought in an inconvenient forum. Each party hereby irrevocably waives personal service of process and consents to process being served in any such controversy, claim, suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Note Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. The parties have executed this Investors’ Rights Agreement as of the date first written above. COMPANY: HORIZON PHARMA, INC. By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Address: 0000 Xxxxxx Xxxx., Xxxxx 000 Xxxxxxxxxx, XX 00000 The parties have executed this Investors’ Rights Agreement as of the date first written above. INVESTORS: ESSEX WOODLANDS HEALTH VENTURES FUND VII, LP By: Essex Woodlands Health Ventures VII, LP. Its: General Partner By: Essex Woodlands Health Ventures VII, L.L.C. Its: General Partner By: /s/ Xxxx Xxxxxxx Xxxx Xxxxxxx, Managing Director Notice to: 000 Xxxxxx Xx., 3rd Floor Palo Alto, CA 94301 Attn: Xxxx Xxxxxxx, PhD Fax: (000) 000-0000 And a copy to: K&L Gates LLP 00 X. Xxxxxxx St., Suite 100 Chicago, Illinois 60602 Attn: Xxxxx X. Xxxxxx, Esq. Fax: (000) 000-0000 The parties have executed this Investors’ Rights Agreement as of the date first written above. INVESTORS: SCALE VENTURE PARTNERS II, LP By: Scale Venture Management II, LLC Its: General Partner /s/ Xxx Xxxx Xxx Xxxx Managing Director The parties have executed this Investors’ Rights Agreement as of the date first written above. INVESTORS: XXXXXX HILL VENTURES, A CALIFORNIA LIMITED PARTNERSHIP By: /s/ Xxxxxxx X. Xxxx Name: Xxxxxxx X. Xxxx Managing Director of the General Partner XXXXXXX X. XXXX AND XXXXXXXXX X. XXXX AS TRUSTEES OF XXXXXXX X. AND XXXXXXXXX X. XXXX TRUST AGREEMENT DATED 10/31/00 By: /s/ Xxxxxxx X. Xxxx Xxxxxxx X. Xxxx, Trustee The parties have executed this Investors’ Rights Agreement as of the date first written above. INVESTORS:

Jurisdiction; Venue; Waiver of Jury Trial. Any controversy (a) Each Loan Party, the Administrative Agent, each LC Bank, the Swingline Lender and each Lender hereby irrevocably and unconditionally submits to the nonexclusive jurisdiction of any Federal court, to the extent permitted by law, of the United States of America sitting in the borough of Manhattan in New York City or, if such Federal court is not available due to lack of jurisdiction, any New York State court sitting in the borough of Manhattan in New York City, and any appellate court from any thereof, in any action or claimproceeding arising out of or relating to this Agreement, actionor for recognition or enforcement of any judgment, and hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such Federal Court, to the extent permitted by law, or in such New York State court. Each Loan Party, the Administrative Agent, each LC Bank, the Swingline Lender and each Lender each agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Subject to the foregoing and to subsection (b) below, nothing in this Agreement shall affect any right that any party thereto may otherwise have to bring any action or proceeding relating to this Agreement against any other party thereto in the courts of any jurisdiction. (b) Each Loan Party, the Administrative Agent, each LC Bank, the Swingline Lender and each Lender each hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that it may now or thereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement in any New York State or Federal court. Each Loan Party, the Notes shall be brought Administrative Agent, each LC Bank, the Swingline Lender and each Lender each hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in a State court in Cxxx Countyany such court. (c) EACH LOAN PARTY, Illinois orTHE ADMINISTRATIVE AGENT, if it has or can acquire jurisdictionTHE SWINGLINE LENDER, any Federal court located in such State and County, and EACH OF THE PARTIES HERETO, AFTER CONSULTING WITH OR HAVING HAD THE OPPORTUNITY TO CONSULT WITH COUNSEL, LENDER AND EACH LC BANK EACH HEREBY KNOWINGLY, VOLUNTARILY, VOLUNTARILY AND INTENTIONALLY AND IRREVOCABLY SUBMITS WAIVES ANY RIGHTS IT MAY HAVE TO THE EXCLUSIVE PERSONAL JURISDICTION OF SUCH COURTS AND WAIVES A TRIAL BY JURYJURY IN RESPECT OF ANY LITIGATION BASED ON THIS AGREEMENT, IN EACH CASE OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH WITH, THIS AGREEMENT, OR ANY CONTROVERSYCOURSE OF CONDUCT, CLAIMCOURSE OF DEALING, ACTIONSTATEMENTS (WHETHER VERBAL OR WRITTEN), SUIT OR PROCEEDING ARISING OUT ACTIONS OF OR RELATING TO ANY LOAN PARTY. THIS NOTE. Each of the parties hereto hereby irrevocably and unconditionally waives any objection to the laying of venue of any controversyPROVISION IS A MATERIAL INDUCEMENT FOR THE ADMINISTRATIVE AGENT, claimTHE LENDERS, action, suit or proceeding arising out of or relating to the Agreement, the Notes, or the transactions contemplated hereby or thereby, in the courts of the State of Illinois or the United States of America, in each case located in Cxxx County, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such matter brought in any such court has been brought in an inconvenient forum. Each party hereby irrevocably waives personal service of process and consents to process being served in any such controversy, claim, suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Note and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by lawTHE XX XXXXX AND THE LOAN PARTIES ENTERING INTO THIS AGREEMENT.

Jurisdiction; Venue; Waiver of Jury Trial. (a) Any controversy or claim, action, suit suit, proceeding or proceeding litigation based upon, arising out of or relating related to this Agreement or the Notes shall must be brought in a the [Court of Chancery of the State of Delaware]50 (or, to the extent such court in Cxxx Countydoes not have subject matter jurisdiction, Illinois [the Superior Court of the State of Delaware]51), or, if it has or can acquire jurisdiction, any Federal court located in such State and Countythe United States District Court for the District of [Delaware]52, and EACH OF THE PARTIES HERETO, AFTER CONSULTING WITH OR HAVING HAD THE OPPORTUNITY TO CONSULT WITH COUNSEL, HEREBY KNOWINGLY, VOLUNTARILY, INTENTIONALLY AND IRREVOCABLY SUBMITS TO THE EXCLUSIVE PERSONAL JURISDICTION OF SUCH COURTS AND WAIVES TRIAL BY JURY, IN EACH CASE IN CONNECTION WITH ANY CONTROVERSY, CLAIM, ACTION, SUIT OR PROCEEDING ARISING OUT OF OR RELATING TO THIS NOTE. Each each of the parties hereto hereby [hereto] irrevocably and unconditionally waives any objection (i) submits to the laying exclusive jurisdiction of venue of each such court in any controversy, such proceeding or claim, action, suit suit, proceeding or litigation, (ii) waives any objection it may now or hereafter have to personal jurisdiction, venue or to convenience of forum, (iii) agrees that all claims in respect of [the]53 claim, action, suit, proceeding or litigation shall be heard and determined only in any such court, [and] (iv) agrees not to bring any claim, action, suit, proceeding or litigation [based upon,] arising out of or relating to the Agreement, the Notes, or the transactions contemplated hereby or thereby, in the courts of the State of Illinois or the United States of America, in each case located in Cxxx County, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim this Agreement in any such other court that any such matter brought in any such court has been brought in an inconvenient forum. Each party hereby irrevocably waives personal [and (v) consents to service of process and consents to process being any process, summons, notice or document that may be served in any such controversyclaim, claimaction, suit, action proceeding or proceeding litigation by mailing a copy delivery thereof to such party at in accordance with the address for such notices to it under this Note and agrees that such service shall constitute good and sufficient service provisions of process and notice thereofSection 11]. Nothing herein contained herein shall be deemed to limit in affect the right of any way any right party to serve process in any manner permitted by lawLaw or to commence legal proceedings or otherwise proceed against any other party in any other jurisdiction, in each case, to enforce judgments obtained in any claim, action, suit, proceeding or litigation brought pursuant to this Section 14[(a)]. (b) EACH PARTY [HERETO] ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY, UNCONDITIONALLY AND VOLUNTARILY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION, SUIT OR PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT [OR THE SERVICES CONTEMPLATED HEREBY]. 49 In place of the bracketed language, certain Put Option Agreements included the following: New York. 50 In place of the bracketed language, certain Put Option Agreements included the following: United States District Court for the Southern District of New York. 51 In place of the bracketed language, certain Put Option Agreements included the following: any New York state court located in the Southern District of New York. 52 In place of the bracketed language, certain Put Option Agreements included the following: New York. 53 In place of the bracketed language, certain Put Option Agreements included the following: such. [Certain Put Option Agreements included the following:

Jurisdiction; Venue; Waiver of Jury Trial. Any controversy (a) The Borrower, the Administrative Agent, each LC Bank, the Swingline Lender and each Lender hereby irrevocably and unconditionally submits to the nonexclusive jurisdiction of any Federal court, to the extent permitted by law, of the United States of America sitting in the borough of Manhattan in New York City or, if such Federal court is not available due to lack of jurisdiction, any New York State court sitting in the borough of Manhattan in New York City, and any appellate court from any thereof, in any action or claimproceeding arising out of or relating to this Agreement, actionor for recognition or enforcement of any judgment, and hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such Federal Court, to the extent permitted by law, or in such New York State court. The Borrower, the Administrative Agent, each LC Bank, the Swingline Lender and each Lender each agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Subject to the foregoing and to subsection (b) below, nothing in this Agreement shall affect any right that any party thereto may otherwise have to bring any action or proceeding relating to this Agreement against any other party thereto in the courts of any jurisdiction. (b) The Borrower, the Administrative Agent, each LC Bank, the Swingline Lender and each Lender each hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that it may now or thereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement in any New York State or Federal court. The Borrower, the Notes shall be brought Administrative Agent, each LC Bank, the Swingline Lender and each Lender each hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in a State court in Cxxx Countyany such court. (c) THE BORROWER, Illinois orTHE ADMINISTRATIVE AGENT, if it has or can acquire jurisdictionTHE SWINGLINE LENDER, any Federal court located in such State and County, and EACH OF THE PARTIES HERETO, AFTER CONSULTING WITH OR HAVING HAD THE OPPORTUNITY TO CONSULT WITH COUNSEL, LENDER AND EACH LC BANK EACH HEREBY KNOWINGLY, VOLUNTARILY, VOLUNTARILY AND INTENTIONALLY AND IRREVOCABLY SUBMITS WAIVES ANY RIGHTS IT MAY HAVE TO THE EXCLUSIVE PERSONAL JURISDICTION OF SUCH COURTS AND WAIVES A TRIAL BY JURYJURY IN RESPECT OF ANY LITIGATION BASED ON THIS AGREEMENT, IN EACH CASE OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH WITH, THIS AGREEMENT, OR ANY CONTROVERSYCOURSE OF CONDUCT, CLAIMCOURSE OF DEALING, ACTIONSTATEMENTS (WHETHER VERBAL OR WRITTEN), SUIT OR PROCEEDING ARISING OUT ACTIONS OF OR RELATING TO THE BORROWER. THIS NOTE. Each of the parties hereto hereby irrevocably and unconditionally waives any objection to the laying of venue of any controversyPROVISION IS A MATERIAL INDUCEMENT FOR THE ADMINISTRATIVE AGENT, claimTHE LENDERS, action, suit or proceeding arising out of or relating to the Agreement, the Notes, or the transactions contemplated hereby or thereby, in the courts of the State of Illinois or the United States of America, in each case located in Cxxx County, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such matter brought in any such court has been brought in an inconvenient forum. Each party hereby irrevocably waives personal service of process and consents to process being served in any such controversy, claim, suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Note and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by lawTHE XX XXXXX AND THE BORROWER ENTERING INTO THIS AGREEMENT.

Jurisdiction; Venue; Waiver of Jury Trial. Any controversy (a) Each of the Parties hereby irrevocably and unconditionally submits, for itself and/or its property, to the exclusive jurisdiction of any Massachusetts state court or claimfederal court of the United States of America sitting in Suffolk County, actionMassachusetts, suit and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or for recognition or enforcement of any judgment, and each of the Notes shall parties hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be brought heard and determined in a State any such Massachusetts state court in Cxxx County, Illinois or, if it has or can acquire jurisdictionto the extent permitted by law, any Federal court located in such State and County, and EACH OF THE PARTIES HERETO, AFTER CONSULTING WITH OR HAVING HAD THE OPPORTUNITY TO CONSULT WITH COUNSEL, HEREBY KNOWINGLY, VOLUNTARILY, INTENTIONALLY AND IRREVOCABLY SUBMITS TO THE EXCLUSIVE PERSONAL JURISDICTION OF SUCH COURTS AND WAIVES TRIAL BY JURY, IN EACH CASE IN CONNECTION WITH ANY CONTROVERSY, CLAIM, ACTION, SUIT OR PROCEEDING ARISING OUT OF OR RELATING TO THIS NOTEfederal court. Each of the parties hereto hereby agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. (b) Each of the Parties irrevocably and unconditionally waives waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of any controversysuit, claim, action, suit action or proceeding arising out of or relating to the AgreementAgreement in any Massachusetts state or federal court. Each of the Parties irrevocably waives, to the fullest extent permitted by law, the Notes, defense of an inconvenient forum to the maintenance of such action or the transactions contemplated hereby or thereby, in the courts of the State of Illinois or the United States of America, in each case located in Cxxx County, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim proceeding in any such court that any such matter brought in any such court has court. (c) EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATED TO THIS AGREEMENT OR ANY OF THE OTHER TRANSACTION DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY Portions of this Exhibit were omitted and have been brought in an inconvenient forumfiled separately with the Secretary of the Commission pursuant to the Registrant’s application requesting confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. Each party hereby irrevocably waives personal service of process and consents to process being served in any such controversyOR THEREBY. EACH OF THE PARTIES TO THIS AGREEMENT ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY BY, claimAMONG OTHER THINGS, suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Note and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by lawTHE MUTUAL WAIVERS AND CERTIFICATIONS CONTAINED IN THIS SECTION 10.3(C).

Jurisdiction; Venue; Waiver of Jury Trial. Any controversy (a) The Borrower, the Administrative Agent and each Lender hereby irrevocably and unconditionally submits to the nonexclusive jurisdiction of any Federal court, to the extent permitted by law, of the United States of America sitting in the borough of Manhattan in New York City or, if such Federal court is not available due to lack of jurisdiction, any New York State court sitting in the borough of Manhattan in New York City, and any appellate court from any thereof, in any action or claimproceeding arising out of or relating to this Agreement, actionor for recognition or enforcement of any judgment, and hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such Federal Court, to the extent permitted by law, or in such New York State court. The Borrower, the Administrative Agent and each Lender each agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Subject to the foregoing and to subsection (b) below, nothing in this Agreement shall affect any right that any party thereto may otherwise have to bring any action or proceeding relating to this Agreement against any other party thereto in the courts of any jurisdiction. (b) The Borrower and each Lender each hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that it may now or thereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement in any New York State or Federal court. The Borrower and each Lender each hereby irrevocably waives, to the Notes shall be brought fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in a State court in Cxxx Countyany such court. (c) THE BORROWER, Illinois orTHE ADMINISTRATIVE AGENT, if it has or can acquire jurisdiction, any Federal court located in such State and County, and EACH OF THE PARTIES HERETO, AFTER CONSULTING WITH OR HAVING HAD THE OPPORTUNITY TO CONSULT WITH COUNSEL, LENDER AND EACH LC BANK EACH HEREBY KNOWINGLY, VOLUNTARILY, VOLUNTARILY AND INTENTIONALLY AND IRREVOCABLY SUBMITS WAIVES ANY RIGHTS IT MAY HAVE TO THE EXCLUSIVE PERSONAL JURISDICTION OF SUCH COURTS AND WAIVES A TRIAL BY JURYJURY IN RESPECT OF ANY LITIGATION BASED ON THIS AGREEMENT, IN EACH CASE OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH WITH, THIS AGREEMENT, OR ANY CONTROVERSYCOURSE OF CONDUCT, CLAIMCOURSE OF DEALING, ACTIONSTATEMENTS (WHETHER VERBAL OR WRITTEN), SUIT OR PROCEEDING ARISING OUT ACTIONS OF OR RELATING TO THE BORROWER. THIS NOTE. Each of the parties hereto hereby irrevocably and unconditionally waives any objection to the laying of venue of any controversyPROVISION IS A MATERIAL INDUCEMENT FOR THE ADMINISTRATIVE AGENT, claimTHE LENDERS, action, suit or proceeding arising out of or relating to the Agreement, the Notes, or the transactions contemplated hereby or thereby, in the courts of the State of Illinois or the United States of America, in each case located in Cxxx County, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such matter brought in any such court has been brought in an inconvenient forum. Each party hereby irrevocably waives personal service of process and consents to process being served in any such controversy, claim, suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Note and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by lawTHE XX XXXXX AND THE BORROWER ENTERING INTO THIS AGREEMENT.

Jurisdiction; Venue; Waiver of Jury Trial. Any controversy (a) The Borrower, the Administrative Agent, each LC Bank, the Swingline Lender and each Lender hereby irrevocably and unconditionally submits to the exclusive jurisdiction of any Federal court, to the extent permitted by law, of the United States of America sitting in the borough of Manhattan in New York City or, if such Federal court is not available due to lack of jurisdiction, any New York State court sitting in the borough of Manhattan in New York City, and any appellate court from any thereof, in any action or claimproceeding arising out of or relating to this Agreement, actionor for recognition or enforcement of any judgment, and hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such Federal Court, to the extent permitted by law, or in such New York State court. The Borrower, the Administrative Agent, each LC Bank, the Swingline Lender and each Lender each agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Subject to the foregoing and to subsection (b) below, nothing in this Agreement shall affect any right that any party thereto may otherwise have to bring any action or proceeding relating to this Agreement against any other party thereto in the courts of any jurisdiction. (b) The Borrower, the Administrative Agent, each LC Bank, the Swingline Lender and each Lender each hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that it may now or thereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement in any New York State or Federal court. The Borrower, the Notes shall be brought Administrative Agent, each LC Bank, the Swingline Lender and each Lender each hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in a State court in Cxxx Countyany such court. (c) THE BORROWER, Illinois orTHE ADMINISTRATIVE AGENT, if it has or can acquire jurisdictionTHE SWINGLINE LENDER, any Federal court located in such State and County, and EACH OF THE PARTIES HERETO, AFTER CONSULTING WITH OR HAVING HAD THE OPPORTUNITY TO CONSULT WITH COUNSEL, LENDER AND EACH LC BANK EACH HEREBY KNOWINGLY, VOLUNTARILY, VOLUNTARILY AND INTENTIONALLY AND IRREVOCABLY SUBMITS WAIVES ANY RIGHTS IT MAY HAVE TO THE EXCLUSIVE PERSONAL JURISDICTION OF SUCH COURTS AND WAIVES A TRIAL BY JURYJURY IN RESPECT OF ANY LITIGATION BASED ON THIS AGREEMENT, IN EACH CASE OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH WITH, THIS AGREEMENT, OR ANY CONTROVERSYCOURSE OF CONDUCT, CLAIMCOURSE OF DEALING, ACTIONSTATEMENTS (WHETHER VERBAL OR WRITTEN), SUIT OR PROCEEDING ARISING OUT ACTIONS OF OR RELATING TO THE BORROWER. THIS NOTE. Each of the parties hereto hereby irrevocably and unconditionally waives any objection to the laying of venue of any controversyPROVISION IS A MATERIAL INDUCEMENT FOR THE ADMINISTRATIVE AGENT, claimTHE LENDERS, action, suit or proceeding arising out of or relating to the Agreement, the Notes, or the transactions contemplated hereby or thereby, in the courts of the State of Illinois or the United States of America, in each case located in Cxxx County, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such matter brought in any such court has been brought in an inconvenient forum. Each party hereby irrevocably waives personal service of process and consents to process being served in any such controversy, claim, suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Note and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by lawTHE XX XXXXX AND THE BORROWER ENTERING INTO THIS AGREEMENT.