Common use of Submission to Jurisdiction; Consent to Service of Process Clause in Contracts

Submission to Jurisdiction; Consent to Service of Process. (a) Without limiting any Party’s right to appeal any order of the Bankruptcy Court, (i) the Bankruptcy Court shall retain exclusive jurisdiction to enforce the terms of this Agreement and to decide any claims or disputes which may arise or result from, or be connected with, this Agreement, any breach or default hereunder, or the transactions contemplated hereby, and (ii) any and all proceedings related to the foregoing shall be filed and maintained only in the Bankruptcy Court, and the parties hereby consent to and submit to the jurisdiction and venue of the Bankruptcy Court and shall receive notices at such locations as indicated in Section 12.6 hereof; provided, however, that if the Bankruptcy Case has closed, the Parties agree to unconditionally and irrevocably submit to the exclusive jurisdiction of the United States District Court for the District of Delaware and any appellate court thereof, for the resolution of any such claim or dispute. The Parties hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection which they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. Each of the Parties hereto agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. (b) Each of the Parties hereto hereby consents to process being served by any Party to this Agreement in any suit, action or proceeding by delivery of a copy thereof in accordance with the provisions of Section 12.6.

Submission to Jurisdiction; Consent to Service of Process. (a) Without limiting any Party’s right to appeal any order of the Bankruptcy Court, (i) the Bankruptcy Court shall retain exclusive jurisdiction to enforce the terms of this Agreement and to decide any claims or disputes which may arise or result from, or be connected with, this Agreement, any breach or default hereunder, or the transactions contemplated hereby, and (ii) any and all proceedings related to the foregoing shall be filed and maintained only in the Bankruptcy Court, and the parties hereby consent to and submit to the jurisdiction and venue of the Bankruptcy Court and shall receive notices at such locations as indicated in Section 12.6 13.7 hereof; provided, however, that if the Bankruptcy Case has closed, the Parties agree to unconditionally and irrevocably submit to the exclusive jurisdiction of the United States District Court for the District of Delaware and any appellate court thereof, for the resolution of any such claim or dispute. The Parties hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection which they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. Each of the Parties hereto agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. (b) Each of the Parties hereto hereby consents to process being served by any Party to this Agreement in any suit, action or proceeding by delivery of a copy thereof in accordance with the provisions of Section 12.613.7.

Submission to Jurisdiction; Consent to Service of Process. (a) Without limiting any a Party’s right to appeal any order of the Bankruptcy Court, to the extent required under the Plan (i) the bankruptcy court overseeing the bankruptcy case of Station Casinos, Inc. and certain of its subsidiaries (the “Bankruptcy Court Court”) shall retain exclusive jurisdiction to enforce the terms of this Agreement and to decide any claims or disputes which may arise or result from, or be connected with, this Agreement, Agreement or any breach or default hereunder, or the transactions contemplated hereby, and (ii) any and all proceedings related to the foregoing shall be filed and maintained only in the Bankruptcy Court, and the parties hereby consent to and submit to the jurisdiction and venue of the Bankruptcy Court and shall receive notices at such locations as indicated in Section 12.6 hereof6.4; provided, however, provided that if the Bankruptcy Case has closedCourt closes the above-referenced case, the Parties agree to unconditionally and irrevocably submit to the exclusive jurisdiction of the United States District Court for the District of Delaware state and federal courts sitting in Xxxxx County, Nevada, and any appellate court from any thereof, for the resolution of any such claim or dispute. The Parties hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection which they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. Each of the Parties hereto Party agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. (b) law. Each of the Parties hereto hereby Party consents to process being served by any the other Party to this Agreement in any suit, action or proceeding by delivery of a copy thereof in accordance with the provisions of Section 12.66.4. EACH PARTY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY ACTION, MATTER OR PROCEEDING REGARDING THIS AGREEMENT OR ANY PROVISION HEREOF.

Submission to Jurisdiction; Consent to Service of Process. (a) Without limiting any a Party’s right to appeal any order of the Bankruptcy Court, to the extent required under the Plan (i) the bankruptcy court overseeing the bankruptcy case of Station Casinos, Inc. and certain of its subsidiaries (the “Bankruptcy Court Court”) shall retain exclusive jurisdiction to enforce the terms of this Agreement and to decide any claims or disputes which may arise or result from, or be connected with, this Agreement, Agreement or any breach or default hereunder, or the transactions contemplated hereby, and (ii) any and all proceedings related to the foregoing shall be filed and maintained only in the Bankruptcy Court, and the parties hereby consent to and submit to the jurisdiction and venue of the Bankruptcy Court and shall receive notices at such locations as indicated in Section 12.6 hereof7.4; provided, however, provided that if the Bankruptcy Case has closedCourt closes the above-referenced case, the Parties agree to unconditionally and irrevocably submit to the exclusive jurisdiction of the United States District Court for the District of Delaware state and federal courts sitting in Xxxxx County, Nevada, and any appellate court from any thereof, for the resolution of any such claim or dispute. The Parties hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection which they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. Each of the Parties hereto Party agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. (b) law. Each of the Parties hereto hereby Party consents to process being served by any the other Party to this Agreement in any suit, action or proceeding by delivery of a copy thereof in accordance with the provisions of Section 12.67.4. EACH PARTY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY ACTION, MATTER OR PROCEEDING REGARDING THIS AGREEMENT OR ANY PROVISION HEREOF.

Submission to Jurisdiction; Consent to Service of Process. (a) Without limiting any Partyparty’s right to appeal any order of the Bankruptcy Court, (i) the Bankruptcy Court shall retain exclusive jurisdiction to enforce the terms of this Agreement and to decide any claims or disputes which may arise or result from, or be connected with, this Agreement and the Agency Agreement, any breach or default hereunder, or the transactions contemplated hereby, and (ii) any and all proceedings related to the foregoing shall be filed and maintained only in the Bankruptcy Court, and the parties hereby consent to and submit to the jurisdiction and venue of the Bankruptcy Court and shall receive notices at such locations as indicated in Section 12.6 13.7 hereof; provided, however, that if the Bankruptcy Case has closed, the Parties parties agree to unconditionally and irrevocably submit to the exclusive jurisdiction of the United States District Court for the Southern District of Delaware New York sitting in New York County or the Commercial Division, Civil Branch of the Supreme Court of the State of New York sitting in New York County and any appellate court from any thereof, for the resolution of any such claim or dispute. The Parties parties hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection which they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. Each of the Parties parties hereto agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Lawlaw. (b) Each of the Parties parties hereto hereby consents to process being served by any Party party to this Agreement in any suit, action or proceeding by delivery of a copy thereof in accordance with the provisions of Section 12.613.7.

Submission to Jurisdiction; Consent to Service of Process. (a) Without limiting any Party’s right to appeal any order Order of the Bankruptcy Court, (i) the Bankruptcy Court shall will retain exclusive jurisdiction to enforce the terms of this Agreement and to decide any claims or disputes which may arise or result from, or be connected with, this Agreement, any breach or default hereunder, or the transactions contemplated herebyTransactions, and (ii) any and all proceedings related to the foregoing shall will be filed and maintained only in the Bankruptcy Court, and the parties Parties hereby consent to and submit to the jurisdiction and venue of the Bankruptcy Court for such purposes and shall will receive notices at such locations as indicated in Section 12.6 hereof11.8; provided, however, that if the Bankruptcy Case has closedCases have been closed pursuant to Section 350 of the Bankruptcy Code, the Parties agree to unconditionally and irrevocably submit to the exclusive jurisdiction of the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or in the event (but only in the event) that such court does not have subject matter jurisdiction over such Action in the United States District Court for the District of Delaware Delaware) and any appellate court from any thereof, for the resolution of any such claim or dispute. The Parties hereby irrevocably waive, to the fullest extent permitted by applicable lawLaw, any objection which they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. Each of the Parties hereto agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. (b) Each of the Parties hereto hereby consents to process being served by any other Party to this Agreement in any suit, action or proceeding by delivery of a copy thereof in accordance with the provisions of Section 12.611.8; provided, however, that such service will not be effective until the actual receipt thereof by the Party being served.

Submission to Jurisdiction; Consent to Service of Process. (a) Without limiting any Partyparty’s right to appeal any order of the Bankruptcy Court, (i) the Bankruptcy Court shall will retain exclusive jurisdiction to enforce the terms of this Agreement and to decide any claims or disputes which may arise or result from, or be connected with, this Agreement, any breach or default hereunder, or the transactions contemplated hereby, and (ii) any and all proceedings related to the foregoing shall will be filed and maintained only in the Bankruptcy Court, and the parties hereby consent to and submit to the jurisdiction and venue of the Bankruptcy Court for such purposes and shall will receive notices at such locations as indicated in Section 12.6 11.8 hereof; provided, however, that if the Bankruptcy Case has closedCases have been closed pursuant to Section 350 of the Bankruptcy Code, the Parties parties agree to unconditionally and irrevocably submit to the exclusive jurisdiction of the United States District Court for the Southern District of Delaware New York sitting in New York County or the Commercial Division, Civil Branch of the Supreme Court of the State of New York sitting in New York County and any appellate court from any thereof, for the resolution of any such claim or dispute. The Parties parties hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection which they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. Each of the Parties parties hereto agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Lawlaw. (b) Each of the Parties parties hereto hereby consents to process being served by any Party party to this Agreement in any suit, action or proceeding by delivery of a copy thereof in accordance with the provisions of Section 12.611.8; provided, however, that such service will not be effective until the actual receipt thereof by the party being served.

Submission to Jurisdiction; Consent to Service of Process. (a) Without limiting any Party’s right to appeal any order Seller, on behalf of itself and each of the Bankruptcy Court, (i) the Bankruptcy Court shall retain exclusive jurisdiction to enforce the terms of this Agreement and to decide any claims or disputes which may arise or result from, or be connected with, this Agreement, any breach or default hereunder, or the transactions contemplated herebyother Seller Indemnified Parties, and (ii) any Purchaser, on behalf of itself and all proceedings related to the foregoing shall be filed and maintained only in the Bankruptcy Court, and the parties hereby consent to and submit to the jurisdiction and venue each of the Bankruptcy Court and shall receive notices at such locations as indicated in Section 12.6 hereof; providedother Purchaser Indemnified Parties, however, that if the Bankruptcy Case has closed, the Parties agree to unconditionally and hereby irrevocably submit to the exclusive personal jurisdiction of the United States District Delaware Court for of Chancery over any dispute arising out of or relating to this Agreement or any of the District transactions contemplated hereby and each party hereby irrevocably agrees that all claims in respect of Delaware such dispute or any suit, action or proceeding related thereto may be heard and any appellate court thereofdetermined in such court. Seller, for on behalf of itself and each of the resolution other Seller Indemnified Parties, and Purchaser, on behalf of any such claim or dispute. The Parties itself and each of the other Purchaser Indemnified Parties, hereby irrevocably waive, to the fullest extent permitted by applicable lawLaw, any objection which that they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. Each of Seller, on behalf of itself and each of the Parties other Seller Indemnified Parties, and Purchaser, on behalf of itself and each of the other Purchaser Indemnified Parties, hereto agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. (b) Each of Seller, on behalf of itself and each of the Parties other Seller Indemnified Parties, and Purchaser, on behalf of itself and each of the other Purchaser Indemnified Parties, hereto hereby consents to process being served by any Party party to this Agreement in any suit, action or proceeding by delivery of a copy thereof in accordance with the provisions of Section 12.610.6.

Submission to Jurisdiction; Consent to Service of Process. (a) Without limiting any Party’s right Each Obligor hereby irrevocably and unconditionally submits, for itself and its property, to appeal any order the non-exclusive jurisdiction of the Bankruptcy Court, (i) the Bankruptcy Supreme Court shall retain exclusive jurisdiction to enforce the terms of this Agreement and to decide any claims or disputes which may arise or result from, or be connected with, this Agreement, any breach or default hereunder, or the transactions contemplated hereby, and (ii) any and all proceedings related to the foregoing shall be filed and maintained only in the Bankruptcy Court, and the parties hereby consent to and submit to the jurisdiction and venue of the Bankruptcy Court State of New York sitting in New York County and shall receive notices at such locations as indicated in Section 12.6 hereof; provided, however, that if the Bankruptcy Case has closed, the Parties agree to unconditionally and irrevocably submit to the exclusive jurisdiction of the United States District Court for of the Southern District of Delaware New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or any other Loan Document, or for recognition or enforcement of any judgment, and each of the resolution parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such claim action or dispute. The Parties hereby irrevocably waiveproceeding may be heard and determined in such New York State or, to the fullest extent permitted by applicable law, any objection which they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such disputeFederal court. Each of the Parties parties hereto agrees that a final judgment in any such dispute 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 Lawlaw. Nothing in this Agreement or any other Loan Document shall affect any right that the Administrative Agent, the Issuing Bank or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Document against any Obligor or its properties in the courts of any jurisdiction. (b) Each Obligor hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of the Parties hereto hereby consents to process being served by any Party to this Agreement in venue of any suit, action or proceeding arising out of or relating to this Agreement or any other Loan Document in any court referred to in paragraph (a) of this Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by delivery law, the defense of a copy thereof an inconvenient forum to the maintenance of such action or proceeding in accordance with any such court. (c) Each party to this Agreement irrevocably consents to service of process in the provisions manner provided for notices in Section 12.02. Nothing in this Agreement or any other Loan Document will affect the right of Section 12.6any party to this Agreement or any other Loan Document to serve process in any other manner permitted by law.

Submission to Jurisdiction; Consent to Service of Process. (a) Without limiting any Partyparty’s right to appeal any order Order of the Bankruptcy Court, (i) the Bankruptcy Court shall retain exclusive jurisdiction to interpret and/or enforce the terms of this Agreement and to decide any claims or disputes which may arise or result from, or be connected with, this Agreement, any Related Document, any breach or default hereunderhereunder or thereunder, or the transactions contemplated herebyTransactions, and (ii) any and all proceedings related to the foregoing shall be filed and maintained only in the Bankruptcy Court, and the parties hereby consent to and submit to the jurisdiction and venue of the Bankruptcy Court and shall receive notices at such locations as indicated in Section 12.6 hereof10.6; provided, however, that if the Bankruptcy Case has Cases have closed, the Parties parties agree to unconditionally and irrevocably submit to the exclusive jurisdiction of the United States District Court for the Northern District of Delaware Texas over all Related Claims, and any appellate court thereof, for the resolution of any each party hereto hereby irrevocably agrees that all Related Claims may be heard and determined in such claim or disputecourts. The Parties parties hereto hereby irrevocably and unconditionally waive, to the fullest extent permitted by applicable lawLaw, any objection which they may now or hereafter have to the laying of venue of any such dispute Related Claim brought in such court or any defense of inconvenient forum for the maintenance of such dispute. Each of the Parties parties hereto agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by LawXxx. (b) Each of the Parties parties hereto hereby consents to process being served by any Party party to this Agreement in any suit, action or proceeding Related Claim by the delivery of a copy thereof in accordance with the provisions of Section 12.610.6 (other than by email) along with a notification that service of process is being served in conformance with this Section 10.9(b). Nothing in this Agreement will affect the right of any party to serve process in any other manner permitted by Law.

Submission to Jurisdiction; Consent to Service of Process. (a) Without limiting any Party’s right to appeal any order Order of the Bankruptcy Court, (i) the Bankruptcy Court shall retain exclusive jurisdiction to interpret and enforce the terms of this Agreement and to decide any claims or disputes which may arise or result from, or be connected with, this Agreement, any Related Document, any breach or default hereunderhereunder or thereunder, or the transactions contemplated herebyTransactions, and (ii) any and all proceedings related to the foregoing shall be filed and maintained only in the Bankruptcy Court, and the parties Parties hereby consent to and submit to the jurisdiction and venue of the Bankruptcy Court and shall receive notices at such locations as indicated in Section 12.6 hereof; provided10.6, however, and each Party hereby irrevocably agrees that if the Bankruptcy Case has closed, the Parties agree to unconditionally all Related Claims may be heard and irrevocably submit to the exclusive jurisdiction of the United States District Court for the District of Delaware and any appellate court thereof, for the resolution of any determined in such claim or disputecourts. The Parties hereby irrevocably and unconditionally waive, to the fullest extent permitted by applicable lawLaw, any objection which they may now or hereafter have to the laying of venue of any such dispute Related Claim brought in such court or any defense of inconvenient forum for the maintenance of such dispute. Each of the Parties hereto agrees agree that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by LawXxx. (b) Each of the Parties hereto hereby consents to process being served by any Party to this Agreement in any suit, action or proceeding Related Claim by the delivery of a copy thereof in accordance with the provisions of Section 12.610.6 (other than by email) along with a notification that service of process is being served in conformance with this Section 10.9(b). Nothing in this Agreement will affect the right of any Party to serve process in any other manner permitted by Law.

Submission to Jurisdiction; Consent to Service of Process. (a) Without limiting any Partyparty’s right to appeal any order Order of the Bankruptcy Court, (i) the Bankruptcy Court shall retain exclusive jurisdiction to enforce the terms of this Agreement and to decide any claims or disputes which may arise or result from, or be connected with, this Agreement, any breach or default hereunder, or the transactions contemplated hereby, and (ii) any and all proceedings related to the foregoing shall be filed and maintained only in the Bankruptcy Court, and the parties hereby consent to and submit to the jurisdiction and venue of the Bankruptcy Court and shall receive notices at such locations as indicated in Section 12.6 11.7 hereof; provided, however, that if the Bankruptcy Case has closed, the Parties parties agree to unconditionally and irrevocably submit to the exclusive jurisdiction of the United States District Court for the District of Delaware and any appellate court from any thereof, for the resolution of any such claim or dispute. The Parties parties hereby irrevocably waive, to the fullest extent permitted by applicable lawLaw, any objection which they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. Each of the Parties parties hereto agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. (b) Each of the Parties parties hereto hereby consents to process being served by any Party party to this Agreement in any suit, action or proceeding by delivery of a copy thereof in accordance with the provisions of Section 12.611.7.

Submission to Jurisdiction; Consent to Service of Process. (a) Without limiting any Party’s right to appeal any order Order of the Bankruptcy Court, (i) the Bankruptcy Court shall will retain exclusive jurisdiction to enforce the terms of this Agreement and to decide any claims or disputes disputes, which may arise or result from, or be connected with, this Agreement, any breach or default hereunder, or the transactions contemplated herebyTransactions, and (ii) any and all proceedings related to the foregoing shall will be filed and maintained only in the Bankruptcy Court, and the parties Parties hereby consent to and submit to the jurisdiction and venue of the Bankruptcy Court for such purposes and shall will receive notices at such locations as indicated in Section 12.6 12.8 hereof; provided, however, that if the Bankruptcy Case has closedbeen closed pursuant to Section 350 of the Bankruptcy Code, the Parties agree to unconditionally and irrevocably submit to the exclusive jurisdiction of the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or in the event (but only in the event) that such court does not have subject matter jurisdiction over such Legal Proceeding in the United States District Court for the District of Delaware Delaware) and any appellate court from any thereof, for the resolution of any such claim or dispute. The Parties hereby irrevocably waive, to the fullest extent permitted by applicable lawLaw, any objection which they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. Each of the Parties hereto agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. (b) Each of the Parties hereto hereby consents to process being served by any other Party to this Agreement in any suit, action or proceeding by delivery of a copy thereof in accordance with the provisions of Section 12.612.8; provided, however, that such service will not be effective until the actual receipt thereof by the Party being served.

Submission to Jurisdiction; Consent to Service of Process. (a) Without limiting any Party’s right to appeal any order of the Bankruptcy Court, (i) the Bankruptcy Court shall retain exclusive jurisdiction to enforce the terms of this Agreement and to decide any claims or disputes which may arise or result from, or be connected with, this Agreement, any breach or default hereunder, or the transactions contemplated hereby, and (ii) any and all proceedings related to the foregoing shall be filed and maintained only in the Bankruptcy Court, and the parties Each Party hereby consent to and submit to the jurisdiction and venue of the Bankruptcy Court and shall receive notices at such locations as indicated in Section 12.6 hereof; provided, however, that if the Bankruptcy Case has closed, the Parties agree agrees to unconditionally and irrevocably submit to the exclusive jurisdiction of the United States District Court for the Southern District of Delaware New York sitting in New York County or the Commercial Division, Civil Branch of the Supreme Court of the State of New York sitting in New York County and any appellate court from any thereof, for the resolution of any Action arising out of or relating to this Agreement or any of the transactions contemplated hereby, and agrees that any such claim or dispute. The Parties Action shall be brought only in such court. (b) Each Party hereby unconditionally and irrevocably waivewaives, to the fullest extent permitted by applicable lawApplicable Law, any objection which they may now or hereafter have to the laying of venue of any such dispute Action arising out of or relating to this Agreement or any of the transactions contemplated hereby brought in such any court specified in paragraph (a) above, or any defense of inconvenient forum for the maintenance of such disputeAction. Each of the Parties hereto agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Lawlaw. (bc) Each of the Parties hereto hereby consents to process being served by any Party to this Agreement in any suit, action or proceeding Action by delivery the mailing of a copy thereof in accordance with the provisions of Section 12.6.8.01

Submission to Jurisdiction; Consent to Service of Process. (a) Without limiting any Party’s right to appeal any order of the Bankruptcy Court, (i) the Bankruptcy Court shall retain exclusive jurisdiction to enforce the terms of this Agreement and to decide any claims or disputes which may arise or result from, or be connected with, this Agreement, any breach or default hereunder, or the transactions contemplated hereby, and (ii) any and all proceedings related to the foregoing shall be filed and maintained only in the Bankruptcy Court, and the parties The Parties hereby consent to and submit to the jurisdiction and venue of the Bankruptcy Court and shall receive notices at such locations as indicated in Section 12.6 hereof; provided, however, that if the Bankruptcy Case has closed, the Parties agree to unconditionally and irrevocably submit to the exclusive jurisdiction of any federal or state court sitting in New Castle County, Delaware over all claims or causes of action (whether in contract, tort, or pursuant to any other legal theory) that may be based upon, arise out of or relate to this Agreement or any Ancillary Agreement, or the United States District Court for the District negotiation, execution or performance of Delaware and this Agreement or any appellate court thereof, for the resolution of Ancillary Agreement (including any such claim or disputecause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement or as an inducement to enter into this Agreement) and each Party hereby irrevocably agrees that all such claims and causes of action must be heard and determined in such courts and each Party hereby waives any objection on the basis of personal jurisdiction. The Parties hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection which that they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. Each of the Parties hereto agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by LawXxx. (b) Each of the Parties hereto hereby consents to process being served by any Party to this Agreement in any suit, action or proceeding Action by the delivery of a copy thereof in accordance with the provisions of Section 12.69.2. (c) Notwithstanding anything herein to the contrary, each of the Parties hereby agrees that any action, cause of action, claim, cross-claim or third-party claim against the Debt Financing Sources in any way relating to the Debt Financing shall be subject to the exclusive jurisdiction of any state or federal court sitting in the Borough of Manhattan, New York, New York, and any appellate courts thereof.

Submission to Jurisdiction; Consent to Service of Process. (a) Without limiting any Party’s right to appeal any order of the Bankruptcy Court, (i) the Bankruptcy Court shall retain exclusive jurisdiction to enforce the terms of this Agreement and to decide any claims or disputes which may arise or result from, or be connected with, this Agreement, any breach or default hereunder, or the transactions contemplated hereby, and (ii) any and all proceedings related to the foregoing shall be filed and maintained only in the Bankruptcy Court, and the parties The Parties hereby consent to and submit to the jurisdiction and venue of the Bankruptcy Court and shall receive notices at such locations as indicated in Section 12.6 hereof; provided, however, that if the Bankruptcy Case has closed, the Parties agree to unconditionally and irrevocably submit to the exclusive jurisdiction of any federal or state court located within the State of New York, County of New York, sitting in the Borough of Manhattan or, if it has or can acquire jurisdiction, in the United States District Court for the Southern District of Delaware and New York, over any appellate court dispute arising out of or relating to this Agreement or any of the transactions contemplated hereby, including any dispute arising out of or relating in any way to the Debt Commitment Letters or the performance thereof, for and each Party hereby irrevocably agrees that all claims in respect of such dispute or any legal proceeding related thereto may be heard and determined in such courts. The Parties shall not bring or support any claims, actions or Proceedings in any forum other than those described in the resolution of previous sentence, including any such claim claim, action or disputeProceeding against the Financing Sources. The Parties hereby irrevocably waive, to the fullest extent permitted by applicable lawRequirements of Law, any objection which that they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. Each of the Parties hereto agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Requirements of Law. (b) Each of . Nothing in this Section 11.15 shall relieve the Parties hereto hereby consents to process being served by any Party to of their obligations under Section 1.5 of this Agreement in any suit, action or proceeding by delivery of a copy thereof in accordance with the provisions of Section 12.6Agreement.

Submission to Jurisdiction; Consent to Service of Process. (a) Without limiting any Party’s right to appeal any order of the Bankruptcy Court, (i) the Bankruptcy Court shall retain exclusive jurisdiction to enforce the terms of this Agreement and to decide any claims or disputes which may arise or result from, or be connected with, this Agreement, any breach or default hereunder, or the transactions contemplated hereby, and (ii) any and all proceedings related to the foregoing shall be filed and maintained only in the Bankruptcy Court, and the The parties hereto hereby consent to and submit to the jurisdiction and venue of the Bankruptcy Court and shall receive notices at such locations as indicated in Section 12.6 hereof; provided, however, that if the Bankruptcy Case has closed, the Parties agree to unconditionally and irrevocably submit to the exclusive jurisdiction of the United States District Bankruptcy Court over any dispute arising out of or relating to this Agreement or any of the transactions contemplated hereby and each party hereby irrevocably agrees that all claims in respect of such dispute or any suit, action proceeding related thereto may be heard and determined in the Bankruptcy Court; provided, however, that in the event the Bankruptcy Court abstains from exercising or declines to exercise jurisdiction with respect to any matter provided for in this sentence or is without jurisdiction, such abstention, refusal or lack of jurisdiction shall have no effect upon and shall not control, prohibit or limit the District exercise of Delaware and any appellate court thereof, for the resolution jurisdiction of any other court having competent jurisdiction with respect to any such claim or disputematter. The Parties parties hereby irrevocably waive, to the fullest extent permitted by applicable lawApplicable Law, any objection which they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. Each of the Parties parties hereto agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Lawlaw. (b) Each of the Parties parties hereto hereby consents to process being served by any Party party to this Agreement in any suit, action or proceeding by delivery the mailing of a copy thereof in accordance with the provisions of Section 12.613.7.

Submission to Jurisdiction; Consent to Service of Process. (a) Without limiting any Party’s right to appeal any order of the Bankruptcy Court, (i) the Bankruptcy Court shall retain exclusive jurisdiction to enforce the terms of this Agreement and to decide any claims or disputes which may arise or result from, or be connected with, this Agreement, any breach or default hereunder, or the transactions contemplated hereby, and (ii) any and all proceedings related to the foregoing shall be filed and maintained only in the Bankruptcy Court, and the The parties hereto hereby consent to and submit to the jurisdiction and venue of the Bankruptcy Court and shall receive notices at such locations as indicated in Section 12.6 hereof; provided, however, that if the Bankruptcy Case has closed, the Parties agree to unconditionally and irrevocably submit to the non-exclusive jurisdiction of any federal or state court located within the United States District Court for State of New York over any dispute arising out of or relating to this Agreement or any of the District transactions contemplated hereby and each party hereby irrevocably agrees that all claims in respect of Delaware such dispute or any suit, action proceeding related thereto may be heard and any appellate court thereof, for the resolution of any determined in such claim or disputecourts. The Parties parties hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection which they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. Each of the Parties parties hereto agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Lawlaw. (b) Each of the Parties parties hereto hereby consents to process being served by any Party party to this Agreement in any suit, action or proceeding by delivery the mailing of a copy thereof in accordance with the provisions of Section 12.610.10. (c) If any legal action or any arbitration or other proceeding is brought for the enforcement or interpretation of this Agreement, or because of an alleged dispute, breach, default or misrepresentation in connection with or related to this Agreement, the successful or prevailing party shall be entitled to recover reasonable attorneys' fees and other costs in connection with that action or proceeding, in addition to any other relief to which it or they may be entitled.

Submission to Jurisdiction; Consent to Service of Process. The Borrower and, by its acceptance of this Agreement, the Lender, each agree as follows: (a) Without limiting any Party’s right each such party hereby irrevocably and unconditionally submits, for itself and its property, to appeal any order the nonexclusive jurisdiction of the Bankruptcy Court, (i) the Bankruptcy Supreme Court shall retain exclusive jurisdiction to enforce the terms of this Agreement and to decide any claims or disputes which may arise or result from, or be connected with, this Agreement, any breach or default hereunder, or the transactions contemplated hereby, and (ii) any and all proceedings related to the foregoing shall be filed and maintained only in the Bankruptcy Court, and the parties hereby consent to and submit to the jurisdiction and venue of the Bankruptcy Court State of New York sitting in New York County and shall receive notices at such locations as indicated in Section 12.6 hereof; provided, however, that if the Bankruptcy Case has closed, the Parties agree to unconditionally and irrevocably submit to the exclusive jurisdiction of the United States District Court for of the Southern District of Delaware New York, and any relevant appellate court thereofcourt, in any action or proceeding arising out of or relating to this Agreement, or for the resolution recognition or enforcement of any judgment, and each such party hereby irrevocably and unconditionally agrees that all claims in respect of any such claim action or dispute. The Parties proceeding may be heard and determined in New York State court or, to the extent permitted by law, in such Federal court; provided that nothing in this Agreement shall affect any right that the Lender or the Borrower may otherwise have to bring any action or proceeding relating to this Agreement against the other party or its properties in the courts of any jurisdiction; (b) each such party hereby irrevocably waiveand unconditionally waives, to the fullest extent permitted by applicable lawit may legally and effectively do so, any objection which they that it may now or hereafter have to the laying of venue of any such dispute brought in such court suit, action or any defense proceeding arising out of inconvenient forum for the maintenance of such dispute. Each of the Parties hereto agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. (b) Each of the Parties hereto hereby consents to process being served by any Party relating to this Agreement in any court referred to in Section 18(a), and each such party also irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of any such suit, action or proceeding in any such court; and (c) each such party irrevocably consents to service of process in the manner provided for notices in Section 12. Nothing in this Agreement will affect the right of any party to serve process in any other manner permitted by delivery of a copy thereof in accordance with the provisions of Section 12.6law.

Submission to Jurisdiction; Consent to Service of Process. (a) Without limiting any Partyparty’s right to appeal any order of the Bankruptcy Court, (i) the Bankruptcy Court shall retain exclusive jurisdiction to enforce the terms of this Agreement and to decide any claims or disputes which may arise or result from, or be connected with, this Agreement, any breach or default hereunder, or the transactions contemplated hereby, and (ii) any and all proceedings related to the foregoing shall be filed and maintained only in the Bankruptcy Court, Court and the parties hereby consent to and submit to the jurisdiction and venue of the Bankruptcy Court and shall receive notices at such locations as indicated in Section 12.6 6.05 hereof; provided, however, that if the Bankruptcy Case has closed, the Parties parties agree to unconditionally and irrevocably submit to the exclusive jurisdiction of the United States District Court for the Southern District of Delaware New York sitting in New York County or the Commercial Division, Civil Branch of the Supreme Court of the State of New York sitting in New York County and any appellate court from any thereof, for the resolution of any such claim or dispute. The Parties parties hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection which they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. Each of the Parties parties hereto agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Lawlaw. (b) Each of the Parties parties hereto hereby consents to process being served by any Party party to this Agreement in any suit, action or proceeding by delivery of a copy thereof in accordance with the provisions of Section 12.66.05.

Submission to Jurisdiction; Consent to Service of Process. (a) Without limiting any Party’s right to appeal any order of the Bankruptcy Court, (i) the Bankruptcy Court shall retain exclusive jurisdiction to enforce the terms of this Agreement and to decide any claims or disputes which may arise or result from, or be connected with, this Agreement, any breach or default hereunder, or the transactions contemplated hereby, and (ii) any and all proceedings related to the foregoing shall be filed and maintained only in the Bankruptcy Court, and the The parties hereto hereby consent to and submit to the jurisdiction and venue of the Bankruptcy Court and shall receive notices at such locations as indicated in Section 12.6 hereof; provided, however, that if the Bankruptcy Case has closed, the Parties agree to unconditionally and irrevocably submit to the exclusive jurisdiction of the United States District Chancery Court of the State of Delaware (or, if the Chancery Court of the State of Delaware declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware) in any action or proceeding arising out of or relating to this Agreement, including in respect of the interpretation and enforcement of the provisions of this Agreement and of the documents referred to herein, and in respect of the Transactions, and hereby waive, and agree not to assert, as a defense in any action, suit or proceeding for the District of Delaware and any appellate court interpretation or enforcement hereof or thereof, for that it is not subject thereto or that such action, suit or proceeding may not be brought or is not maintainable in said courts or that the resolution of venue thereof may not be appropriate or that this Agreement or any such claim or dispute. The Parties hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection which they document may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. Each of the Parties hereto agrees that a judgment in any such dispute may not be enforced in other jurisdictions or by suit on such courts, and the judgment or in any other manner provided by Law. (b) Each of the Parties parties hereto hereby consents irrevocably agree that all claims with respect to process being served by any Party to this Agreement in any suit, such action or proceeding shall be heard and determined in such a Delaware Chancery Court or Delaware Federal court. The parties hereto hereby consent to and grant any such court jurisdiction over the person of such parties and over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such action or proceeding in the manner provided in Section 10.2 or in such other manner as may be permitted by delivery Applicable Law, shall be valid and sufficient service thereof. A party hereto may apply either to a court of competent jurisdiction or to an arbitrator, if one has been appointed, for prejudgment remedies and emergency relief pending final determination of a copy thereof in accordance with the provisions claim pursuant to this Section 10.11. The appointment of Section 12.6an arbitrator does not preclude a party hereto from seeking prejudgment remedies and emergency relief from a court of competent jurisdiction.

Submission to Jurisdiction; Consent to Service of Process. (a) Without limiting any Party’s right to appeal any order of the Bankruptcy Court, (i) the Bankruptcy Court shall will retain exclusive jurisdiction to enforce the terms of this Agreement and to decide any claims or disputes which may arise or result from, or be connected with, this Agreement, any breach or default hereunder, or the transactions contemplated herebyTransactions, and (ii) any and all proceedings related to the foregoing shall will be filed and maintained only in the Bankruptcy Court, and the parties Parties hereby consent to and submit to the jurisdiction and venue of the Bankruptcy Court for such purposes and shall will receive notices at such locations as indicated in Section 12.6 hereof11.8; provided, however, that if the Bankruptcy Case has closedCases have been closed pursuant to Section 350 of the Bankruptcy Code, the Parties agree to unconditionally and irrevocably submit to the exclusive jurisdiction of the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or in the event (but only in the event) that such court does not have subject matter jurisdiction over such Action in the United States District Court for the District of Delaware Delaware) and any appellate court from any thereof, for the resolution of any such claim or dispute. The Parties hereby irrevocably waive, to the fullest extent permitted by applicable lawLaw, any objection which they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. Each of the Parties hereto agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. (b) Each of the Parties hereto hereby consents to process being served by any other Party to this Agreement in any suit, action or proceeding by delivery of a copy thereof in accordance with the provisions of Section 12.611.8; provided, however, that such service will not be effective until the actual receipt thereof by the Party being served.

Submission to Jurisdiction; Consent to Service of Process. (a) Without limiting any Party’s party's right to appeal any order Order of the Bankruptcy CourtCourt or to seek withdrawal of the reference with regard to any matter, (i) the Bankruptcy Court shall retain exclusive jurisdiction to enforce the terms of this Agreement and to decide any claims or disputes which may arise or result from, or be connected with, this Agreement, any breach or default hereunder, or the transactions contemplated hereby, and (ii) any and all proceedings Actions related to the foregoing shall be filed and maintained only in the Bankruptcy Court, and the parties hereby consent to and submit to the jurisdiction and venue of the Bankruptcy Court and shall receive notices at such locations as indicated in Section 12.6 hereof13.11; provided, however, that if the Bankruptcy Case has Cases have closed, the Parties parties agree to unconditionally and irrevocably submit to the exclusive jurisdiction of the United States District Court for the Southern District of Delaware New York sitting in New York County or the Commercial Division, Civil Branch of the Supreme Court of the State of New York sitting in New York County and any appellate court thereof, thereof for the resolution of any such claim or dispute. . (b) The Parties parties hereby unconditionally and irrevocably waive, to the fullest extent permitted by applicable lawApplicable Law, any objection which they may now or hereafter have to the laying of venue of any such dispute arising out of or relating to this Agreement or any of the transactions contemplated hereby brought in such any court specified in paragraph (a) above, or any defense of inconvenient forum for the maintenance of such dispute. Each of the Parties parties hereto agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Lawlaw. (bc) Each of the Parties parties hereto hereby consents to process being served by any Party party to this Agreement in any suit, action or proceeding by delivery the mailing of a copy thereof in accordance with the provisions of Section 12.613.11.

Submission to Jurisdiction; Consent to Service of Process. (a) Without limiting any Party’s right to appeal any order of the Bankruptcy Court, (i) the Bankruptcy Court shall retain exclusive jurisdiction to enforce the terms of this Agreement and to decide any claims Claims or disputes which may arise or result from, or be connected with, this Agreement, any breach or default hereunder, or the transactions contemplated hereby, and (ii) any and all proceedings related to the foregoing shall be filed and maintained only in the Bankruptcy Court, and the parties hereby consent to and submit to the jurisdiction and venue of the Bankruptcy Court and shall receive notices at such locations as indicated in Section 12.6 hereof; provided, however, that if the Bankruptcy Case has closedCases have closed or the Bankruptcy Court refuses to exercise jurisdiction, the Parties agree to unconditionally and irrevocably submit to the exclusive jurisdiction of the United States District Court for the District of Delaware and any appellate court thereof, for the resolution of any such claim Claim or dispute. The Parties hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection which they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. Each of the Parties hereto agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. (b) Each of the Parties hereto hereby consents to process being served by any Party to this Agreement in any suit, action or proceeding by delivery of a copy thereof in accordance with the provisions of Section 12.6.

Submission to Jurisdiction; Consent to Service of Process. (a) Without limiting any Party’s right to appeal any order of the Bankruptcy Court, (i) the Bankruptcy Court shall retain exclusive jurisdiction to enforce the terms of this Agreement and to decide any claims or disputes which may arise or result from, or be connected with, this Agreement, any breach or default hereunder, or the transactions contemplated hereby, and (ii) any and all proceedings related to the foregoing shall be filed and maintained only in the Bankruptcy Court, and the The parties hereto hereby consent to and submit to the jurisdiction and venue of the Bankruptcy Court and shall receive notices at such locations as indicated in Section 12.6 hereof; provided, however, that if the Bankruptcy Case has closed, the Parties agree to unconditionally and irrevocably submit to the exclusive jurisdiction of any federal or state court located within the United States District Court for State of New York, City of New York, Borough of Manhattan over any dispute arising out of or relating to this Agreement or any of the District transactions contemplated hereby and each party hereby irrevocably agrees that all claims in respect of Delaware such dispute or any suit, action, or proceeding related thereto shall be heard and any appellate court thereof, for the resolution of any determined in such claim or disputecourts. The Parties parties hereby irrevocably waive, to the fullest extent permitted by applicable lawLaw, any objection which that they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. Each of the Parties parties hereto agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. (b) Each Unless local Law requires otherwise, each of the Parties hereto parties hereby consents to process being served by any Party party to this Agreement in any suit, action or proceeding by delivery the mailing of a copy thereof in accordance with the provisions of Section 12.611.11. (c) EACH PARTY HERETO WAIVES THE RIGHT TO A TRIAL BY JURY IN ANY DISPUTE IN CONNECTION WITH OR RELATING TO THIS AGREEMENT, ANY RELATED AGREEMENT OR ANY MATTERS DESCRIBED OR CONTEMPLATED HEREIN OR THEREIN, AND AGREES TO TAKE ANY AND ALL ACTION NECESSARY OR APPROPRIATE TO EFFECT SUCH WAIVER.

Submission to Jurisdiction; Consent to Service of Process. (a) Without limiting any Party’s right to appeal any order of the Bankruptcy Court, (i) the Bankruptcy Court shall retain exclusive jurisdiction to enforce the terms of this Agreement and to decide any claims Claims or disputes which may arise or result from, or be connected with, this Agreement, any breach or default hereunder, or the transactions contemplated hereby, and (ii) any and all proceedings related to the foregoing shall be filed and maintained only in the Bankruptcy Court, and the parties Parties hereby consent to and submit to the jurisdiction and venue of the Bankruptcy Court and shall receive notices at such locations as indicated in Section 12.6 13.8 hereof; provided, however, that if the Bankruptcy Case has Chapter 11 Cases have closed, the Parties agree to unconditionally and irrevocably submit to the exclusive jurisdiction of any state or federal court located in the United States District Court for the District State of Delaware New York and any appellate court from any thereof, for the resolution of any such claim or dispute. The Parties hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection which they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. Each of the Parties hereto agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Lawlaw. (b) Each of the Parties hereto hereby consents to process being served by any Party to this Agreement in any suit, action or proceeding by delivery of a copy thereof in accordance with the provisions of Section 12.613.8.

Submission to Jurisdiction; Consent to Service of Process. (a) Without limiting any Partyparty’s right to appeal any order of the Bankruptcy Court, (i) the Bankruptcy Court shall retain exclusive jurisdiction to enforce the terms of this Agreement and to decide any claims or disputes which may arise or result from, or be connected with, this Agreement, any breach or default hereunder, or the transactions contemplated herebyTransactions, and (ii) any and all proceedings related to the foregoing shall be filed and maintained only in the Bankruptcy Court, and the parties hereby consent to and submit to the jurisdiction and venue of the Bankruptcy Court and shall receive notices at such locations as indicated in Section 12.6 12.8 hereof; provided, however, that if the Bankruptcy Case has closed, the Parties parties agree to unconditionally and irrevocably submit to the exclusive jurisdiction of the United States District Court for the Eastern District of Delaware Michigan and any appellate court thereof, for the resolution of any such claim or dispute. The Parties parties hereby irrevocably waive, to the fullest extent permitted by applicable lawLaw, any objection which they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. Each of the Parties parties hereto agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Lawlaw. (b) Each of the Parties parties hereto hereby consents to process being served by any Party party to this Agreement in any suit, action or proceeding by delivery of a copy thereof in accordance with the provisions of Section 12.612.8.

Submission to Jurisdiction; Consent to Service of Process. (a) Without limiting any Partyparty’s right to appeal any order of the Bankruptcy Court, (i) the Bankruptcy Court shall retain exclusive jurisdiction to enforce the terms of this Agreement and to decide any claims or disputes which may arise or result from, or be connected with, this Agreement, any breach or default hereunder, or the transactions contemplated hereby, and (ii) any and all proceedings related to the foregoing shall be filed and maintained only in the Bankruptcy Court, Court and the parties hereby consent to and submit to the jurisdiction and venue of the Bankruptcy Court and shall receive notices at such locations as indicated in Section 12.6 27 hereof; provided, however, that if the Bankruptcy Case has closed, the Parties parties agree to unconditionally and irrevocably submit to the exclusive jurisdiction of the United States District Court for the Southern District of Delaware New York sitting in New York County or the Commercial Division, Civil Branch of the Supreme Court of the State of New York sitting in New York County and any appellate court from any thereof, for the resolution of any such claim or dispute. The Parties parties hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection which they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. Each of the Parties parties hereto agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Lawlaw. (b) Each of the Parties parties hereto hereby consents to process being served by any Party party to this Agreement in any suit, action or proceeding by delivery of a copy thereof in accordance with the provisions of Section 12.627.

Submission to Jurisdiction; Consent to Service of Process. (a) Without limiting any Partyparty’s right to appeal any order of the Bankruptcy Court, (i) the Bankruptcy Court shall retain exclusive jurisdiction to enforce the terms of this Agreement and to decide any claims or disputes which may arise or result from, or be connected with, this Agreement, any breach or default hereunder, or the transactions contemplated hereby, and (ii) any and all proceedings related to the foregoing shall be filed and maintained only in the Bankruptcy Court, and the parties hereby consent to and submit to the jurisdiction and venue of the Bankruptcy Court and shall receive notices at such locations as indicated in Section 12.6 13.7 hereof; provided, however, that if the Bankruptcy Case has closed, the Parties parties agree to unconditionally and irrevocably submit to the exclusive jurisdiction of the United States District Court for the Southern District of Delaware New York sitting in New York County or the Commercial Division, Civil Branch of the Supreme Court of the State of New York sitting in New York County and any appellate court from any thereof, for the resolution of any such claim or dispute. The Parties parties hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection which they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. Each of the Parties parties hereto agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Lawlaw. (b) Each of the Parties parties hereto hereby consents to process being served by any Party party to this Agreement in any suit, action or proceeding by delivery of a copy thereof in accordance with the provisions of Section 12.613.7.

Submission to Jurisdiction; Consent to Service of Process. (a) Without limiting any Party’s party's right to appeal any order of the Bankruptcy Court, (i) the Bankruptcy Court shall retain exclusive jurisdiction to enforce the terms of this Agreement and to decide any claims or disputes which may arise or result from, or be connected with, this Agreement, any breach or default hereunder, or the transactions contemplated hereby, and (ii) any and all proceedings related to the foregoing shall be filed and maintained only in the Bankruptcy Court, and the parties hereby consent to and submit to the jurisdiction and venue of the Bankruptcy Court and shall receive notices at such locations as indicated in Section 12.6 hereof6.8; provided, however, that if the Bankruptcy Chapter 11 Case has closedclosed or if the Bankruptcy Court elects to not exercise its jurisdiction, the Parties parties agree to unconditionally and irrevocably submit to the exclusive jurisdiction of the United States District Court for the Southern District of Delaware New York sitting in New York County or the Commercial Division, Civil Branch of the Supreme Court of the State of New York sitting in New York County and any appellate court from any thereof, for the resolution of any such claim or dispute. The Parties parties hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection which they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. Each of the Parties parties hereto agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Lawlaw. (b) Each of the Parties parties hereto hereby consents to process being served by any Party party to this Agreement in any suit, action or proceeding by delivery of a copy thereof in accordance with the provisions of Section 12.66.8.

Submission to Jurisdiction; Consent to Service of Process. (a) Without limiting any either Party’s right to appeal any order of the Bankruptcy Court, (i) the Bankruptcy Court shall retain exclusive jurisdiction to enforce the terms of this Agreement and to decide any claims or disputes which that may arise or result from, from or be connected with, with this Agreement, any breach or default hereunder, or the transactions contemplated herebyTransactions, and (ii) any and all proceedings related to the foregoing shall be filed and maintained only in the Bankruptcy Court, and the parties . The Parties hereby consent to and submit to the jurisdiction and venue of the Bankruptcy Court with respect to any such dispute and shall receive notices at such locations as indicated in Section 12.6 12.8 hereof; provided, however, that if the Bankruptcy Case has closed, then the Parties agree to unconditionally and irrevocably submit to the exclusive jurisdiction of the United States District Court for the District of Delaware New Jersey and any appellate court thereof, thereof for the resolution of any such claim or dispute. The Parties hereby irrevocably waive, to the fullest extent permitted by applicable lawLaw, any objection which they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. Each of the Parties hereto agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by LawXxx. (b) Each of the Parties hereto hereby consents to process being served by any Party to this Agreement in any suit, action action, or proceeding by delivery of a copy thereof in accordance with the provisions of Section 12.612.8.

Submission to Jurisdiction; Consent to Service of Process. (a) Without limiting any Party’s party's right to appeal any order of the Bankruptcy Court, (i) the Bankruptcy Court shall retain exclusive jurisdiction to enforce the terms of this Agreement and to decide any claims or disputes which may arise or result from, or be connected with, this Agreement, any breach or default hereunder, or the transactions contemplated herebyhereby (other than any claims or disputes relating to items set forth on any Dispute Notice; it being understood that such claims and disputes will be subject solely to the decision of the Referee), and (ii) any and all proceedings related to the foregoing shall be filed and maintained only in the Bankruptcy Court, and the parties hereby consent to and submit to the jurisdiction and venue of the Bankruptcy Court and shall receive notices at such locations as indicated in Section 12.6 hereof12.8; provided, however, that if the Bankruptcy Chapter 11 Case has closedclosed or if the Bankruptcy Court elects to not exercise its jurisdiction, the Parties parties agree to unconditionally and irrevocably submit to the exclusive jurisdiction of the United States District Court for the Southern District of Delaware New York sitting in New York County or the Commercial Division, Civil Branch of the Supreme Court of the State of New York sitting in New York County and any appellate court from any thereof, for the resolution of any such claim or dispute. The Parties parties hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection which they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. Each of the Parties parties hereto agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Lawlaw. (b) Each of the Parties parties hereto hereby consents to process being served by any Party party to this Agreement in any suit, action or proceeding by delivery of a copy thereof in accordance with the provisions of Section 12.612.8.

Submission to Jurisdiction; Consent to Service of Process. (a) Without limiting any Party’s right to appeal any order of the Bankruptcy CourtExcept for matters governed by Section 9.3(e), (i) the Bankruptcy Court shall retain exclusive jurisdiction to enforce the terms of this Agreement and to decide any claims or disputes which may arise or result from, or be connected with, this Agreement, any breach or default hereunder, or the transactions contemplated hereby, and (ii) any and all proceedings related to the foregoing shall be filed and maintained only in the Bankruptcy Court, and the parties hereto hereby consent to and submit to the jurisdiction and venue of the Bankruptcy Court and shall receive notices at such locations as indicated in Section 12.6 hereof; provided, however, that if the Bankruptcy Case has closed, the Parties agree to unconditionally and irrevocably submit to the exclusive jurisdiction of any federal or state court located within the United States District Court for the District State of Delaware over any dispute arising out of or relating to this Agreement or any of the transactions contemplated hereby and any appellate court thereof, for the resolution of any such claim or dispute. The Parties each party hereby irrevocably waiveagrees that all claims in respect of such dispute or any suit, action proceeding related thereto may be heard and determined in such courts. Each party hereby irrevocably waives, to the fullest extent permitted by applicable law, any objection which they such party may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. EACH PARTY FURTHER HEREBY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL ACTION (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) AND ANY OBJECTION WHICH SUCH PARTY MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT BROUGHT IN THE AFOREMENTIONED COURTS. Each of the Parties parties hereto agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Lawlaw. (b) Each of the Parties parties hereto hereby consents to process being served by any Party party to this Agreement in any suit, action or proceeding by delivery of a copy thereof in accordance with the provisions of Section 12.610.8.

Submission to Jurisdiction; Consent to Service of Process. (a) Without limiting any Party’s right to appeal any order of the Bankruptcy Court, (i) the Bankruptcy Court shall retain exclusive jurisdiction to enforce the terms of this Agreement and to decide any claims or disputes which may arise or result from, or be connected with, this Agreement, any breach or default hereunder, or the transactions contemplated hereby, and (ii) any and all proceedings related to the foregoing shall be filed and maintained only in the Bankruptcy Court, and the parties hereby consent to and submit to the jurisdiction and venue of the Bankruptcy Court and shall receive notices at such locations as indicated in Section 12.6 12.5 hereof; provided, however, that if the Bankruptcy Case has Cases have been closed, the Parties agree to unconditionally and irrevocably submit to the exclusive jurisdiction of the United States District Court for the District of Delaware California and any appellate court thereof, thereof for the resolution of any such claim or dispute. The Parties hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection which they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. Each of the Parties hereto agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. (b) Each of the Parties hereto hereby consents to process being served by any Party to this Agreement in any suit, action or proceeding by delivery of a copy thereof in accordance with the provisions of Section 12.612.5.

Submission to Jurisdiction; Consent to Service of Process. (a) Without limiting any Party’s right to appeal any order of the Bankruptcy Court, (i) the Bankruptcy Court shall retain exclusive jurisdiction to enforce the terms of this Agreement and to decide any claims or disputes which may arise or result from, or be connected with, this Agreement, any breach or default hereunder, or the transactions contemplated hereby, and (ii) any and all proceedings related to the foregoing shall be filed and maintained only in the Bankruptcy Court, and the The parties hereto hereby consent to and submit to the jurisdiction and venue of the Bankruptcy Court and shall receive notices at such locations as indicated in Section 12.6 hereof; provided, however, that if the Bankruptcy Case has closed, the Parties agree to unconditionally and irrevocably submit to the exclusive jurisdiction of any federal or state court located within the United States District Court for State of New York over any dispute arising out of or relating to this Agreement or any of the District transactions contemplated hereby and each party hereby irrevocably agrees that all claims in respect of Delaware such dispute or any suit, action proceeding related thereto may be heard and any appellate court thereof, for the resolution of any determined in such claim or disputecourts. The Parties parties hereby irrevocably waive, to the fullest extent permitted by applicable lawLaw, any objection which they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. Each of the Parties parties hereto agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. (b) Each of the Parties parties hereto hereby consents to process being served by any Party party to this Agreement in any suit, action or proceeding by the delivery of a copy thereof in accordance with the provisions of Section 12.611.6. (c) WITH RESPECT TO ANY CLAIM HEREUNDER, EACH PARTY HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY.

Submission to Jurisdiction; Consent to Service of Process. (a) Without limiting any Party’s right to appeal any order of the Bankruptcy Court, (i) the Bankruptcy Court shall retain exclusive jurisdiction to enforce the terms of this Agreement and to decide any claims or disputes which may arise or result from, or be connected with, this Agreement, any breach or default hereunder, or the transactions contemplated herebyTransactions, and (ii) any and all proceedings related to the foregoing shall be filed and maintained only in the Bankruptcy Court, and the parties Parties hereby consent to and submit to the jurisdiction and venue of the Bankruptcy Court and shall receive notices at such locations as indicated in Section 12.6 hereof13.7; provided, however, that if the Bankruptcy Case has closedclosed or not commenced, or the Bankruptcy Court is determined not to have appropriate jurisdiction, the Parties agree to unconditionally and irrevocably submit to the exclusive jurisdiction of the United States District Court for the Southern District of Delaware New York sitting in New York County or the Commercial Division, Civil Branch of the Supreme Court of the State of New York sitting in New York County and any appellate court from any thereof, for the resolution of any such claim or dispute. The Parties hereby irrevocably waive, to the fullest extent permitted by applicable lawLaw, any objection which they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. Each of the Parties hereto agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. (b) Each of the Parties hereto hereby consents to process being served by any Party to this Agreement in any suit, action or proceeding by delivery of a copy thereof in accordance with the provisions of Section 12.613.7.

Submission to Jurisdiction; Consent to Service of Process. (a) Without limiting any Party’s right to appeal any order Order of the Bankruptcy Court, (i) the Bankruptcy Court shall will retain exclusive jurisdiction to enforce the terms of this Agreement and to decide any claims or disputes disputes, which may arise or result from, or be connected with, this Agreement, any breach or default hereunder, or the transactions contemplated herebySale Transaction, and (ii) any and all proceedings related to the foregoing shall will be filed and maintained only in the Bankruptcy Court, and the parties Parties hereby consent to and submit to the jurisdiction and venue of the Bankruptcy Court for such purposes and shall will receive notices at such locations as indicated in Section 12.6 hereof14.5; provided, however, that if the Chapter 11 Cases have been closed pursuant to Section 350 of the Bankruptcy Case has closedCode, the Parties agree to unconditionally and irrevocably submit to the exclusive jurisdiction of the United States District Court for the Southern District of Delaware Texas and any federal appellate court therefrom within the State of Texas (or in the event (but only in the event) that such court does not have subject matter jurisdiction over such Action, in a Texas state court of competent jurisdiction) and any appellate court from any thereof, for the resolution of any such claim or dispute. The Parties hereby irrevocably waive, to the fullest extent permitted by applicable lawLaw, any objection which they may now or hereafter have to the laying of venue of any such dispute brought in any such court or any defense of inconvenient forum for the maintenance of such dispute. Each of the Parties hereto agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. (b) Each of the Parties hereto hereby consents consent to process being served by any other Party to this Agreement in any suit, action or proceeding Action by delivery of a copy thereof in accordance with the provisions of Section 12.614.5; provided, however, that such service will not be effective until the actual receipt thereof by the Party being served.

Submission to Jurisdiction; Consent to Service of Process. (a) Without limiting any Partyparty’s right to appeal any order of the Bankruptcy Court, (i) the Bankruptcy Court shall retain exclusive jurisdiction to enforce the terms of this Agreement and to decide any claims or disputes which may arise or result from, or be connected with, this Agreement, any breach or default hereunder, or the transactions contemplated herebyTransactions, and (ii) any and all proceedings related to the foregoing shall be filed and maintained only in the Bankruptcy Court, and the parties hereby consent to and submit to the jurisdiction and venue of the Bankruptcy Court and shall receive notices at such locations as indicated in Section 12.6 12.8 hereof; provided, however, that if the Bankruptcy Case has closed, the Parties parties agree to unconditionally and irrevocably submit to the exclusive jurisdiction of the United States District Court for the District of Delaware federal or state courts sitting in Philadelphia County, Pennsylvania and any appellate court thereof, for the resolution of any such claim or dispute. The Parties parties hereby irrevocably waive, to the fullest extent permitted by applicable lawLaw, any objection which that they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. Each of the Parties parties hereto agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Lawlaw. (b) Each of the Parties parties hereto hereby consents to process being served by any Party party to this Agreement in any suit, action or proceeding by delivery of a copy thereof in accordance with the provisions of Section 12.612.8.

Submission to Jurisdiction; Consent to Service of Process. (a) Without limiting any Partyparty’s right to appeal any order of the Bankruptcy Court, (i) the Bankruptcy Court shall retain exclusive jurisdiction to enforce the terms of this Agreement and to decide any claims or disputes which may arise or result from, or be connected with, this Agreement, any breach or default hereunder, or the transactions contemplated hereby, and (ii) any and all proceedings related to the foregoing shall be filed and maintained only in the Bankruptcy Court, Court and the parties hereby consent to and submit to the jurisdiction and venue of the Bankruptcy Court and shall receive notices at such locations as indicated in Section 12.6 11 hereof; provided, however, that if the Bankruptcy Case has closed, the Parties parties agree to unconditionally and irrevocably submit to the exclusive jurisdiction of the United States District Court for the Southern District of Delaware New York sitting in New York County or the Commercial Division, Civil Branch of the Supreme Court of the State of New York sitting in New York County and any appellate court from any thereof, for the resolution of any such claim or dispute. The Parties parties hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection which they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. Each of the Parties parties hereto agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Lawlaw. (b) Each of the Parties parties hereto hereby consents to process being served by any Party party to this Agreement in any suit, action or proceeding by delivery of a copy thereof in accordance with the provisions of Section 12.611.

Submission to Jurisdiction; Consent to Service of Process. (a) Without limiting any Partyparty’s right to appeal any order Order of the Bankruptcy Court, (i) the Bankruptcy Court shall retain exclusive jurisdiction to enforce the terms of this Agreement hereof and to decide any claims or disputes which may arise or result from, or be connected with, this Agreement, any breach or default hereunder, or the transactions contemplated hereby, and (ii) any and all proceedings related to the foregoing shall be filed and maintained only in the Bankruptcy Court, and the parties hereby consent to and submit to the jurisdiction and venue of the Bankruptcy Court and shall receive notices at such locations as indicated in Section 12.6 hereof12.9; provided, however, that if the Bankruptcy Case has not yet been commenced or has closed, the Parties parties agree to unconditionally and irrevocably submit to the exclusive jurisdiction of the United States District Court for the Southern District of Delaware New York sitting in New York County or the Commercial Division, Civil Branch of the Supreme Court of the State of New York sitting in New York County and any appellate court from any thereof, for the resolution of any such claim or dispute. The Parties parties hereby irrevocably waive, to the fullest extent permitted by applicable lawLaw, any objection which they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. Each of the Parties parties hereto agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Lawlaw. (b) Each of the Parties parties hereto hereby consents to process being served by any Party party to this Agreement in any suit, action or proceeding by delivery of a copy thereof in accordance with the provisions of Section 12.612.9.

Submission to Jurisdiction; Consent to Service of Process. (a) Without limiting any Partyparty’s right to appeal any order Order of the Bankruptcy Court, (i) the Bankruptcy Court shall retain exclusive jurisdiction to interpret and/or enforce the terms of this Agreement and to decide any claims or disputes which may arise or result from, or be connected with, this Agreement, any Related Document, any breach or default hereunderhereunder or thereunder, or the transactions contemplated herebyTransactions, and (ii) any and all proceedings related to the foregoing shall be filed and maintained only in the Bankruptcy Court, and the parties hereby consent to and submit to the jurisdiction and venue of the Bankruptcy Court and shall receive notices at such locations as indicated in Section 12.6 hereof10.6; provided, however, that if the Bankruptcy Case has Cases have closed, the Parties parties agree to unconditionally and irrevocably submit to the exclusive jurisdiction of the United States District Court for the Northern District of Delaware Texas over all Related Claims, and any appellate court thereof, for the resolution of any each party hereto hereby irrevocably agrees that all Related Claims may be heard and determined in such claim or disputecourts. The Parties parties hereto hereby irrevocably and unconditionally waive, to the fullest extent permitted by applicable lawLaw, any objection which they may now or hereafter have to the laying of venue of any such dispute Related Claim brought in such court or any defense of inconvenient forum for the maintenance of such dispute. Each of the Parties parties hereto agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by LawXxx. (b) Each of the Parties hereto hereby consents to process being served by any Party to this Agreement in any suit, action or proceeding by delivery of a copy thereof in accordance with the provisions of Section 12.6.

Submission to Jurisdiction; Consent to Service of Process. (a) Without limiting any Partyparty’s right to appeal any order of the Bankruptcy Court, (i) the Bankruptcy Court shall will retain exclusive jurisdiction to enforce the terms of this Agreement and to decide any claims or disputes which may arise or result from, or be connected with, this Agreement, any breach or default hereunder, or the transactions contemplated hereby, and (ii) any and all proceedings related to the foregoing shall will be filed and maintained only in the Bankruptcy Court, and the parties hereby consent to and submit to the jurisdiction and venue of the Bankruptcy Court for such purposes and shall will receive notices at such locations as indicated in Section 12.6 11.8 hereof; provided, however, that if the Bankruptcy Case has closedCases have been closed pursuant to Section 350 of the Bankruptcy Code, and the Bankruptcy Court refuses to reopen the Bankruptcy Case, the Parties parties agree to unconditionally and irrevocably submit to the exclusive jurisdiction of the United States District Court for the District of Delaware and any appellate court thereofsitting in Wilmington, Delaware for the resolution of any such claim or dispute. The Parties parties hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection which they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. Each of the Parties parties hereto agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. (b) Each of the Parties hereto hereby consents to process being served by any Party to this Agreement in any suit, action or proceeding by delivery of a copy thereof in accordance with the provisions of Section 12.6.

Submission to Jurisdiction; Consent to Service of Process. (a) Without limiting any Partyparty’s right to appeal any order of the Bankruptcy Court, (i) the Bankruptcy Court shall retain exclusive jurisdiction to enforce the terms of this Agreement and to decide any claims or disputes which may arise or result from, or be connected with, this Agreement, any breach or default hereunder, or the transactions contemplated hereby, and (ii) any and all proceedings related to the foregoing shall be filed and maintained only in the Bankruptcy Court, and the parties hereby consent to and submit to the jurisdiction and venue of the Bankruptcy Court and shall receive notices at such locations as indicated in Section 12.6 12.7 hereof; provided, however, that if the Bankruptcy Case has closed, the Parties parties agree to unconditionally and irrevocably submit to the exclusive jurisdiction of the United States District Chancery Court for of the District State of Delaware and any state or federal appellate court thereoftherefrom, for the resolution of any such claim or dispute. The Parties parties hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection which they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. Each of the Parties parties hereto agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Lawlaw. (b) Each of the Parties parties hereto hereby consents to process being served by any Party party to this Agreement in any suit, action or proceeding by personal delivery of a copy thereof in accordance with the provisions of Section 12.612.7.

Submission to Jurisdiction; Consent to Service of Process. (a) Without limiting any Party’s right to appeal any order of the Bankruptcy Court, (i) the Bankruptcy Court shall retain exclusive jurisdiction to enforce the terms of this Agreement and to decide any claims or disputes which may arise or result from, or be connected with, this Agreement, any breach or default hereunder, or the transactions contemplated hereby, and (ii) any and all proceedings related to the foregoing shall be filed and maintained only in the Bankruptcy Court, and the The parties hereby consent to and submit to the jurisdiction and venue of the Bankruptcy Court and shall receive notices at such locations as indicated in Section 12.6 hereof; provided, however, that if the Bankruptcy Case has closed, the Parties agree to unconditionally and irrevocably submit to the exclusive jurisdiction of any federal or state court located within the United States District Court for State of Colorado over any dispute arising out of or relating to this Agreement or any of the District provisions contemplated hereby, and each party hereby irrevocably agrees that all claims in respect of Delaware such dispute or any suit, action, or proceeding related thereto may be heard and any appellate court thereof, for the resolution of any determined in such claim or disputecourts. The Parties parties hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection which they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. Each of the Parties hereto parties agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. (b) law. Each of the Parties hereto parties hereby consents to process being served by any Party party to this Agreement in any suit, action action, or proceeding by delivery of a copy thereof in accordance with the provisions of Section 12.68.4. Notwithstanding the foregoing, the parties agree that, before either party may commence a lawsuit stating claims that arise out of or relate to (i) this Agreement, (ii) the Executive’s employment with the Company, and/or (iii) the termination of that employment (the “Claims”), the parties shall: (a) provide written notification to the other party, in accordance with Section 8.4 of the Agreement, specifically articulating each potential Claim and the facts in support of each such Claim (the “Notice”); and (b) negotiate in good faith for a minimum of 30 days after delivery of the Notice, or such longer period as the parties may in agree in writing, in order to attempt resolve the Claim(s) privately, amicably, and confidentially. The obligation to negotiate in good faith shall include at least one mediation session held in Denver, Colorado before a neutral party who is a member of the Judicial Arbiter Group (JAG). If the parties cannot agree to a neutral party who is a member of JAG within five business days after delivery of the Notice, the parties agree that JAG shall appoint a neutral party for the mediation. Each party may consult with counsel in connection with such negotiations, including at or in connection with any mediation session. If such negotiations do not result in a resolution, a party may commence a lawsuit stating only such Claim or Claims that were recited in the Notice and that have been subject to such good faith negotiations as required by this Section 8.8. The Company shall not be required to comply with this Section 8.8 prior to seeking injunctive relief for actual or threatened breaches of the Executive’s obligations under Section 6, or for actual or threatened breaches of the Executive’s duty of loyalty, or for actual or threatened theft or misappropriation of Trade Secrets.

Submission to Jurisdiction; Consent to Service of Process. (a) Without limiting any Party’s party's right to appeal any order of the Bankruptcy Court, (i) the Bankruptcy Court shall retain exclusive jurisdiction to enforce the terms of this Agreement and to decide any claims or disputes which may arise or result from, or be connected with, this Agreement, any breach or default hereunder, or the transactions contemplated hereby, and (ii) any and all proceedings related to the foregoing shall be filed and maintained only in the Bankruptcy Court, and the parties hereby consent to and submit to the jurisdiction and venue of the Bankruptcy Court and shall receive notices at such locations as indicated in Section 12.6 12.8 hereof; provided, however, that if the Bankruptcy Case has closed, the Parties parties agree to unconditionally and irrevocably submit to the exclusive jurisdiction of the United States District Court for the Southern District of Delaware New York sitting in New York County or the Commercial Division, Civil Branch of the Supreme Court of the State of New York sitting in New York County and any appellate court from any thereof, for the resolution of any such claim or dispute. The Parties parties hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection which they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. Each of the Parties parties hereto agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Lawlaw. (b) Each of the Parties parties hereto hereby consents to process being served by any Party party to this Agreement in any suit, action or proceeding by delivery of a copy thereof in accordance with the provisions of Section 12.612.8.

Submission to Jurisdiction; Consent to Service of Process. (a) Without limiting any Party’s right Except for disputes to appeal any order of the Bankruptcy Courtbe resolved in accordance with SECTION 10.5(f) hereof, (i) the Bankruptcy Court shall retain exclusive jurisdiction to enforce the terms of this Agreement and to decide any claims or disputes which may arise or result from, or be connected with, this Agreement, any breach or default hereunder, or the transactions contemplated hereby, and (ii) any and all proceedings related to the foregoing shall be filed and maintained only in the Bankruptcy Court, and the parties hereto hereby consent to and submit to the jurisdiction and venue of the Bankruptcy Court and shall receive notices at such locations as indicated in Section 12.6 hereof; provided, however, that if the Bankruptcy Case has closed, the Parties agree to unconditionally and irrevocably submit to the non-exclusive jurisdiction of any federal or state court located within the United States District Court for State of New York (the District "NEW YORK COURTS") with regard to any dispute arising out of Delaware or relating to this Agreement or any of the transactions contemplated hereby (a "DISPUTE"), and not as a general submission to such jurisdiction or with respect to any appellate court thereofother dispute, for the resolution matter or claim whatsoever, and each party hereby irrevocably agrees that all claims in respect of such Dispute or any suit, action proceeding related thereto may be heard and determined in such claim or disputecourts. The Parties parties hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection which they may now or hereafter have to the laying of venue of any such dispute Dispute brought in such court a New York Court or any defense of inconvenient forum for the maintenance of such disputesuit. Each of the Parties parties hereto agrees that a judgment in any such dispute Dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Lawlaw. With regard to disputes to be resolved in accordance with Section 10.5(f) hereof, the parties submit to the non-exclusive jurisdiction of the New York Courts with regard to actions to compel arbitration, in aid of arbitration or for enforcement of an arbitral award. (b) Each of the Parties parties hereto hereby consents to process being served by any Party party to this Agreement in any suit, action or proceeding by delivery of a copy thereof in accordance with the provisions of Section 12.6SECTION 11.7.

Submission to Jurisdiction; Consent to Service of Process. (a) Without limiting any Party’s right to appeal any order Each of the Bankruptcy Court, (i) the Bankruptcy Court shall retain exclusive jurisdiction to enforce the terms of this Agreement and to decide any claims or disputes which may arise or result from, or be connected with, this Agreement, any breach or default hereunder, or the transactions contemplated hereby, and (ii) any and all proceedings related to the foregoing shall be filed and maintained only in the Bankruptcy Court, and the parties hereby consent to and submit to the jurisdiction and venue of the Bankruptcy Court and shall receive notices at such locations as indicated in Section 12.6 hereof; provided, however, that if the Bankruptcy Case has closed, the Parties agree to unconditionally and hereto irrevocably submit submits to the exclusive jurisdiction of the United States District Court for of Chancery of the District State of Delaware and Delaware, or if such court does not have jurisdiction, any appellate state or federal court thereofwithin New Castle County, Delaware, for the resolution purposes of any such claim suit, action or disputeother proceeding arising out of this Agreement or any transaction contemplated hereby. The Parties hereby irrevocably waive, to To the fullest extent that service of process by mail is permitted by applicable lawLaw, each party hereto irrevocably consents to the service of process in any such suit, action or other proceeding in such courts by the mailing of such process by registered or certified mail, postage prepaid, at its address for notices provided for herein. Nothing herein shall affect the right of any Person to serve process in any other manner permitted by Law. Each of the parties hereto irrevocably and unconditionally waives any objection which they may now or hereafter have to the laying of venue of any such dispute brought action, suit or proceeding arising out of this Agreement or the transactions contemplated hereby in such court or any defense (a) the Court of inconvenient forum for the maintenance of such dispute. Each Chancery of the Parties hereto State of Delaware or (b) any state or federal court within New Castle County, Delaware, and hereby further irrevocably and unconditionally waives and agrees that a judgment not to plead or claim in any such dispute may be enforced in other jurisdictions by court that any such action, suit on the judgment or proceeding brought in any other manner provided by Lawsuch court has been brought in an inconvenient forum. (b) Each of the Parties hereto hereby consents to process being served by any Party to this Agreement in any suit, action or proceeding by delivery of a copy thereof in accordance with the provisions of Section 12.6.

Submission to Jurisdiction; Consent to Service of Process. (a) Without limiting any Party’s right to appeal any order of the Bankruptcy Court, (i) the Bankruptcy Court shall retain exclusive jurisdiction to enforce the terms of this Agreement and to decide any claims or disputes which may arise or result from, or be connected with, this Agreement, any breach or default hereunder, or the transactions contemplated hereby, and (ii) any and all proceedings related to the foregoing shall be filed and maintained only in the Bankruptcy Court, and the parties Parties hereby expressly and irrevocably consent to and submit to the jurisdiction and venue of the Bankruptcy Court and shall receive notices at such locations as indicated in Section 12.6 hereof; provided, however, that if the Bankruptcy Case has closed, the Parties agree to unconditionally and irrevocably submit to the exclusive jurisdiction of any state or federal court located in the United States District Court for the District State of Delaware Michigan and any appellate court from any thereof, for the resolution of any such claim or dispute. The Parties hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection which they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. Each of the Parties hereto agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Lawlaw. (b) Each of the Parties hereto hereby consents to process being served by any Party to this Agreement in any suit, action or proceeding by delivery of a copy thereof in accordance with the provisions of Section 12.6.

Submission to Jurisdiction; Consent to Service of Process. (a) Without limiting any Party’s party's right to appeal any order of the Bankruptcy Court, (i) the Bankruptcy Court shall retain exclusive jurisdiction to enforce the terms of this Agreement and to decide any claims or disputes which may arise or result from, or be connected with, this Agreement, any breach or default hereunder, or the transactions contemplated hereby, and (ii) any and all proceedings related to the foregoing shall be filed and maintained only in the Bankruptcy Court, and the parties hereby consent to and submit to the jurisdiction and venue of the Bankruptcy Court and shall receive notices at such locations as indicated in Section 12.6 9.8 hereof; provided, however, that if the Bankruptcy Case has closed, the Parties parties agree to unconditionally and irrevocably submit to the exclusive jurisdiction of the United States District Court for the Southern District of Delaware New York sitting in New York County or the Commercial Division, Civil Branch of the Supreme Court of the State of New York sitting in New York County and any appellate court from any thereof, for the resolution of any such claim or dispute. The Parties parties hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection which they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. Each of the Parties parties hereto agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Lawlaw. (b) Each of the Parties parties hereto hereby consents to process being served by any Party party to this Agreement in any suit, action or proceeding by delivery of a copy thereof in accordance with the provisions of Section 12.6ofSection 9.8.

Submission to Jurisdiction; Consent to Service of Process. (a) Without limiting any Partyparty’s right to appeal any order of the Bankruptcy Court, (i) the Bankruptcy Court shall retain exclusive jurisdiction to enforce the terms of this Agreement and to decide any claims or disputes which may arise or result from, or be connected with, this Agreement, any breach or default hereunder, or the transactions contemplated hereby, and (ii) any and all proceedings related to the foregoing shall be filed and maintained only in the Bankruptcy Court, and the parties hereby consent to and submit to the jurisdiction and venue of the Bankruptcy Court and shall receive notices at such locations as indicated in Section 12.6 11.8 hereof; provided, however, that if the Bankruptcy Case has closed, the Parties parties agree to unconditionally and irrevocably submit to the exclusive jurisdiction of the United States District Court for the Southern District of Delaware New York sitting in New York County or the Commercial Division, Civil Branch of the Supreme Court of the State of New York sitting in New York County and any appellate court from any thereof, for the resolution of any such claim or dispute. The Parties parties hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection which they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. Each of the Parties parties hereto agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Lawlaw. (b) Each of the Parties parties hereto hereby consents to process being served by any Party party to this Agreement in any suit, action or proceeding by delivery of a copy thereof in accordance with the provisions of Section 12.611.8.

Submission to Jurisdiction; Consent to Service of Process. (a) Without limiting any Party’s right to appeal any order of the Bankruptcy Court, (i) The Parties agree that the Bankruptcy courts of the State of New York, sitting in New York County, and the United States District Court for the Southern District of New York, and any appellate courts from any thereof shall retain have exclusive jurisdiction to enforce the terms of this Lease Agreement and to decide any claims or disputes which may arise or result from, or be connected with, this Agreement, Lease Agreement or any breach or default hereunder, or the transactions contemplated hereby, hereunder and (ii) any and all proceedings claims or actions related to the foregoing shall be filed and maintained only in the Bankruptcy Court, and the parties hereby consent to and submit to the jurisdiction and venue of the Bankruptcy Court and shall receive notices at such locations as indicated in Section 12.6 hereof; provided, however, that if the Bankruptcy Case has closed, the courts. The Parties agree to unconditionally and irrevocably submit to the exclusive jurisdiction of the United States District Court for the District of Delaware and any appellate court thereof, for such courts the resolution of any such claim or dispute. . (ii) The Parties hereby unconditionally and irrevocably waive, to the fullest extent permitted by applicable law, any objection which they may now or hereafter have to the laying of venue of any such dispute arising out of or relating to this Lease Agreement brought in such any court specified in Section 15(i)(i) above, or any defense of inconvenient forum for the maintenance of such dispute. Each of the Parties hereto agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Lawapplicable law. (biii) Each of the Parties hereto hereby consents to process being served by any Party to this Lease Agreement in any suit, claim or action or proceeding by delivery the mailing of a copy thereof in accordance with the provisions of Section 12.615(a).

Submission to Jurisdiction; Consent to Service of Process. (a) Without limiting any Partyparty’s right to appeal any order of the Bankruptcy Court, (i) the Bankruptcy Court shall retain exclusive jurisdiction to enforce the terms of this Agreement and to decide any claims or disputes which may arise or result from, or be connected with, this Agreement, any breach or default hereunder, or the transactions contemplated hereby, and (ii) any and all proceedings related to the foregoing shall be filed and maintained only in the Bankruptcy Court, Court and the parties hereby consent to and submit to the jurisdiction and venue of the Bankruptcy Court and shall receive notices at such locations as indicated in Section 12.6 30 hereof; provided, however, that if the Bankruptcy Case has Cases have closed, the Parties parties agree to unconditionally and irrevocably submit to the exclusive jurisdiction of the United States District Court for the Southern District of Delaware New York sitting in New York County or the Commercial Division, Civil Branch of the Supreme Court of the State of New York sitting in New York County and any appellate court from any thereof, for the resolution of any such claim or dispute. The Parties parties hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection which they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. Each of the Parties parties hereto agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Lawlaw. (b) Each of the Parties parties hereto hereby consents to process being served by any Party party to this Agreement in any suit, action or proceeding by delivery of a copy thereof in accordance with the provisions of Section 12.630.

Submission to Jurisdiction; Consent to Service of Process. (a) Without limiting any Party’s right to appeal any order of the Bankruptcy Court, (i) the Bankruptcy Court shall retain exclusive jurisdiction to enforce the terms of this Agreement and to decide any claims Claims or disputes which may arise or result from, or be connected with, this Agreement, any breach or default hereunder, or the transactions contemplated hereby, and (ii) any and all proceedings related to the foregoing shall be filed and maintained only in the Bankruptcy Court, and the parties Parties hereby consent to and submit to the jurisdiction and venue of the Bankruptcy Court and shall receive notices at such locations as indicated in Section 12.6 13.8 hereof; provided, however, that if the Bankruptcy Chapter 11 Case has closed, the Parties agree to unconditionally and irrevocably submit to the exclusive jurisdiction of any state or federal court located in the United States District Court for the District County of Delaware San Mateo, State of California, and any appellate court from any thereof, for the resolution of any such claim or dispute. The Parties hereby irrevocably waive, to the fullest extent permitted by applicable lawLaw, any objection which they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. Each of the Parties hereto agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. (b) Each of the Parties hereto hereby consents to process being served by any Party to this Agreement in any suit, action or proceeding by delivery of a copy thereof in accordance with the provisions of Section 12.613.8.

Submission to Jurisdiction; Consent to Service of Process. (a) Without limiting any Party’s right to appeal any order Seller Parent and Seller, on behalf of themselves and the Bankruptcy Court, (i) the Bankruptcy Court shall retain exclusive jurisdiction to enforce the terms of this Agreement and to decide any claims or disputes which may arise or result from, or be connected with, this Agreement, any breach or default hereunder, or the transactions contemplated herebySeller Indemnified Parties, and (ii) any and all proceedings related to the foregoing shall be filed and maintained only in the Bankruptcy CourtPurchaser, on behalf of itself and the parties Purchaser Indemnified Parties, hereby consent to and submit to the jurisdiction and venue of the Bankruptcy Court and shall receive notices at such locations as indicated in Section 12.6 hereof; provided, however, that if the Bankruptcy Case has closed, the Parties agree to unconditionally and irrevocably submit to the exclusive personal jurisdiction of any federal or state court located within the United States District Court for city of El Paso in the District State of Delaware Texas (and any appellate court from any thereof) over any dispute arising out of or relating to this Agreement or any of the transactions contemplated hereby and each party hereby irrevocably agrees that all claims in respect of such dispute or any suit, for the resolution of action or proceeding related thereto may be heard and determined in any such claim or disputecourt. The Parties Seller Parent and Seller, on behalf of themselves and the Seller Indemnified Parties, and Purchaser, on behalf of itself and the Purchaser Indemnified Parties, hereby irrevocably waive, to the fullest extent permitted by applicable lawLaw, any objection which that they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. Each of Seller Parent and Seller, on behalf of themselves and the Parties Seller Indemnified Parties, and Purchaser, on behalf of itself and the Purchaser Indemnified Parties, hereto agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. (b) Each of the Parties parties hereto hereby consents to process being served by any Party party to this Agreement in any suit, action or proceeding by the delivery of a copy thereof in accordance with the provisions of Section 12.611.6.

Submission to Jurisdiction; Consent to Service of Process. (a) Without limiting any Party’s right to appeal any order Upon the commencement of the Bankruptcy CourtCase, (i) the Bankruptcy Court shall retain exclusive have jurisdiction over all matters, including any legal action, suit or proceeding arising out of or relating to enforce the terms of this Agreement and to decide any claims or disputes which may arise or result from, or be connected with, this Agreement, any breach or default hereunderrelated agreements, or the proposed transactions contemplated herebyand the interpretation, implementation and (ii) any and all proceedings related to the foregoing shall be filed and maintained only in the Bankruptcy Courtenforcement of this Agreement, and the parties hereby hereto irrevocably submit and consent to and submit to such jurisdiction. Until the jurisdiction and venue commencement of the Bankruptcy Court and shall receive notices at such locations as indicated in Section 12.6 hereof; provided, however, that Case or if the Bankruptcy Case has closed, the Parties agree to unconditionally and irrevocably submit to the exclusive jurisdiction of any state or federal court located in the United States District Court for the District State of Delaware Nevada and any appellate court from any thereof, for the resolution of any such claim or dispute. The Parties hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection which they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute, waiving thereby their right to any other jurisdiction to which they may be entitled to by reason of their present or future domiciles or otherwise. Each of the Parties hereto agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Lawlaw. (b) Each of the Parties hereto hereby consents to process being served by any Party to this Agreement in any suit, action or proceeding by delivery of a copy thereof in accordance with the provisions of Section 12.612.7.

Submission to Jurisdiction; Consent to Service of Process. (a) Without limiting any Partyparty’s right to appeal any order of the Bankruptcy Court, (i) the Bankruptcy Court shall retain exclusive jurisdiction to enforce the terms of this Agreement and to decide any claims or disputes which may arise or result from, or be connected with, this Agreement, any breach or default hereunder, or the transactions contemplated hereby, and (ii) any and all proceedings related to the foregoing shall be filed and maintained only in the Bankruptcy Court, and the parties hereby consent to and submit to the jurisdiction and venue of the Bankruptcy Court and shall receive notices at such locations as indicated in Section 12.6 13.7 hereof; provided, however, that if the Bankruptcy Case has closed, the Parties parties agree to unconditionally and irrevocably submit to the exclusive jurisdiction of the United States District Court for the Southern District of Delaware New York sitting in New York County or the Commercial Division, Civil Branch of the Supreme Court of the State of New York sitting in New York County and any appellate court from any thereof, for the resolution of any such claim or dispute. The Parties parties hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection which they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. Each of the Parties parties hereto agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. (b) law. Each of the Parties parties hereto hereby consents to process being served by any Party party to this Agreement in any suit, action or proceeding by delivery of a copy thereof in accordance with the provisions of Section 12.613.7.

Submission to Jurisdiction; Consent to Service of Process. (a) Without limiting any Party’s right to appeal any order of the Bankruptcy Court, (i) The Parties agree that the Bankruptcy Court shall retain exclusive jurisdiction to enforce the terms of this Agreement and to decide any claims or disputes which may arise or result from, or be connected with, this Agreement, any breach or default hereunder, or the transactions contemplated hereby, hereby and (ii) any and all proceedings Proceedings related to the foregoing shall be filed and maintained only in the Bankruptcy Court, and the parties hereby consent to and submit to the jurisdiction and venue of the Bankruptcy Court and shall receive notices at such locations as indicated in Section 12.6 11.04 hereof; provided, however, that if the Bankruptcy Case has closedCases have closed and have not been reopened pursuant to Section 350 of the Bankruptcy Code, the Parties parties agree to unconditionally and irrevocably submit to the non-exclusive jurisdiction of the United States District Court for the Northern District of Delaware Texas sitting in Dallas County and any appellate court from any thereof, for the resolution of any such claim or dispute. . (b) The Parties parties hereby unconditionally and irrevocably waive, to the fullest extent permitted by applicable lawLaw, any objection which they may now or hereafter have to the laying of venue of any such dispute arising out of or relating to this Agreement or any of the transactions contemplated hereby brought in such any court specified in Section 11.09(a) above, or any defense of inconvenient forum for the maintenance of such dispute. Each of the Parties parties hereto agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. (bc) Each of the Parties parties hereto hereby consents to process being served by any Party party to this Agreement in any suit, action or proceeding by delivery the mailing of a copy thereof in accordance with the provisions of Section 12.611.04.

Submission to Jurisdiction; Consent to Service of Process. (a) Without limiting any Partyparty’s right to appeal any order Order of the Bankruptcy Court, (i) the Bankruptcy Court shall retain exclusive jurisdiction to enforce the terms of this Agreement and to decide any claims or disputes which may arise or result from, or be connected with, this Agreement, any breach or default hereunder, or the transactions contemplated hereby, and (ii) any and all proceedings related to the foregoing shall be filed and maintained only in the Bankruptcy Court, and the parties hereby consent to and submit to the jurisdiction and venue of the Bankruptcy Court for such purposes and shall receive notices at such locations as indicated in Section 12.6 13.8 hereof; provided, however, that if the Bankruptcy Case has closedCases have been closed pursuant to section 350 of the Bankruptcy Code, the Parties parties agree to unconditionally and irrevocably submit to the exclusive jurisdiction of the United States District Court for courts of the District State of Delaware New York and of the federal courts sitting in the borough of Manhattan in the State of New York and any appellate court from any thereof, for the resolution of any such claim or dispute. The Parties parties hereby irrevocably waive, to the fullest extent permitted by applicable lawLaw, any objection which they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. Each of the Parties parties hereto agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by LawXxx. (b) Each of the Parties parties hereto hereby consents to process being served by any Party party to this Agreement in any suit, action or proceeding Legal Proceeding by delivery of a copy thereof in accordance with the provisions of Section 12.613.8.

Submission to Jurisdiction; Consent to Service of Process. (a) Without limiting any Party’s right to appeal any order of the Bankruptcy Court, (i) the Bankruptcy Court shall retain exclusive jurisdiction to enforce the terms of this Agreement and to decide any claims or disputes which may arise or result from, or be connected with, this Agreement, any breach or default hereunder, or the transactions contemplated hereby, and (ii) any and all proceedings related to the foregoing shall be filed and maintained only in the Bankruptcy Court, and the The parties hereto hereby consent to and submit to the jurisdiction and venue of the Bankruptcy Court and shall receive notices at such locations as indicated in Section 12.6 hereof; provided, however, that if the Bankruptcy Case has closed, the Parties agree to unconditionally and irrevocably submit to the exclusive jurisdiction of any federal or state court located within Houston, County of Hxxxxx, State of Texas over any dispute arising out of or relating to this Agreement or any of the United States District Court for the District transactions contemplated hereby and each party hereby irrevocably agrees that all claims in respect of Delaware such dispute or any suit, action proceeding related thereto may be heard and any appellate court thereof, for the resolution of any determined in such claim or disputecourts. The Parties parties hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection which they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. Each of the Parties parties hereto agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Lawlaw. (b) The parties hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection which they may now or hereafter have to the laying of venue of any such action brought in such court or any defense of inconvenient forum for the maintenance of such action. Each of the Parties parties hereto agrees that a judgment in any such action may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. (c) Each of the parties hereto hereby consents to process being served by any Party party to this Agreement in any suit, action or proceeding by the delivery of a copy thereof in accordance with the provisions of Section 12.6. (d) Neither the Survival Period set out in Section 10.1 or the limitations set out in Section 10.4 shall not, in any way, limit any cause of action based on fraud.

Submission to Jurisdiction; Consent to Service of Process. (a) Without limiting any Party’s right to appeal any order of the Bankruptcy Court, (i) the Bankruptcy Court shall retain exclusive jurisdiction to enforce the terms of this Agreement and to decide any claims or disputes which may arise or result from, or be connected with, this Agreement, any breach or default hereunder, or the transactions contemplated hereby, and (ii) any and all proceedings related to the foregoing shall be filed and maintained only in the Bankruptcy Court, and the The parties hereto hereby consent to and submit to the jurisdiction and venue of the Bankruptcy Court and shall receive notices at such locations as indicated in Section 12.6 hereof; provided, however, that if the Bankruptcy Case has closed, the Parties agree to unconditionally and irrevocably submit to the exclusive jurisdiction of the United States District Chancery Court of the State of Delaware (or, if the Chancery Court of the State of Delaware declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware) in any action or proceeding arising out of or relating to this Agreement, including in respect of the interpretation and enforcement of the provisions of this Agreement and of the documents referred to herein, and in respect of the Transactions, and hereby waive, and agree not to assert, as a defense in any action, suit or proceeding for the District of Delaware and any appellate court interpretation or enforcement hereof or thereof, for that it is not subject thereto or that such action, suit or proceeding may not be brought or is not maintainable in said courts or that the resolution of venue thereof may not be appropriate or that this Agreement or any such claim or dispute. The Parties hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection which they document may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. Each of the Parties hereto agrees that a judgment in any such dispute may not be enforced in other jurisdictions or by suit on such courts, and the judgment or in any other manner provided by Law. (b) Each of the Parties parties hereto hereby consents irrevocably agree that all claims with respect to process being served by any Party to this Agreement in any suit, such action or proceeding shall be heard and determined in such a Delaware Chancery Court or Delaware Federal court. The parties hereto hereby consent to and grant any such court jurisdiction over the person of such parties and over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such action or proceeding in the manner provided in Section 8.2 or in such other manner as may be permitted by delivery Applicable Law, shall be valid and sufficient service thereof. A party hereto may apply either to a court of competent jurisdiction or to an arbitrator, if one has been appointed, for prejudgment remedies and emergency relief pending final determination of a copy thereof in accordance with the provisions claim pursuant to this Section 8.11. The appointment of Section 12.6an arbitrator does not preclude a party hereto from seeking prejudgment remedies and emergency relief from a court of competent jurisdiction.

Submission to Jurisdiction; Consent to Service of Process. (a) Without limiting any Party’s right to appeal any order of Except as provided in Section 3.3, the Bankruptcy Court, parties hereto hereby (i) the Bankruptcy Court shall retain exclusive jurisdiction to enforce the terms of this Agreement and to decide any claims or disputes which may arise or result from, or be connected with, this Agreement, any breach or default hereunder, or the transactions contemplated hereby, and (ii) any and all proceedings related to the foregoing shall be filed and maintained only in the Bankruptcy Court, and the parties hereby consent to and submit to the jurisdiction and venue of the Bankruptcy Court and shall receive notices at such locations as indicated in Section 12.6 hereof; provided, however, that if the Bankruptcy Case has closed, the Parties agree to unconditionally and irrevocably submit to the exclusive jurisdiction of the United States District Court for of Chancery of the District State of Delaware (or, if the Chancery Court of the State of Delaware declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware) over all claims or causes of action (whether in Contract or tort) that may be based upon, arise out of or relate to this Agreement or the Related Documents or the Related Claims, and (ii) irrevocably submit to the exclusive jurisdiction of any state or federal court sitting in the Borough of Manhattan in the City of New York (or any appellate court thereoftherefrom), for the resolution purposes of any suit, action or other proceeding against any Financing Source arising out of the Debt Financing or the performance thereof, and, in each case, each party hereby irrevocably agrees that all claims in respect of such dispute, claim or disputecause of action or any Legal Proceeding related thereto may be heard and determined in such courts. The Parties parties hereto hereby irrevocably waive, to the fullest extent permitted by applicable lawLaw, any objection which they may now or hereafter have to the laying of venue of any such dispute dispute, claim or cause of action brought in such court or any defense of inconvenient forum for the maintenance of such dispute. Each of the Parties parties hereto agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. (b) Each of the Parties parties hereto hereby consents to process being served by any Party party to this Agreement in any suit, action or proceeding Legal Proceeding by the delivery of a copy thereof in accordance with the provisions of Section 12.611.7.

Submission to Jurisdiction; Consent to Service of Process. (a) Without limiting any Partyparty’s right to appeal any order of the Bankruptcy Court, (i) the Bankruptcy Court shall retain exclusive jurisdiction to enforce the terms of this Agreement and to decide any claims or disputes which may arise or result from, or be connected with, this Agreement, any breach or default hereunder, or the transactions contemplated hereby, and (ii) any and all proceedings related to the foregoing shall be filed and maintained only in the Bankruptcy Court, and the parties hereby consent to and submit to the jurisdiction and venue of the Bankruptcy Court and shall receive notices at such locations as indicated in Section 12.6 9.8 hereof; provided, however, that if the Bankruptcy Case has closed, the Parties parties agree to unconditionally and irrevocably submit to the exclusive jurisdiction of the United States District Court for the District of Delaware and any appellate court from any decision thereof, for the resolution of any such claim or dispute. The Parties parties hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection which they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. Each of the Parties parties hereto agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Lawlaw. (b) Each of the Parties parties hereto hereby consents to process being served by any Party party to this Agreement in any suit, action or proceeding by delivery of a copy thereof in accordance with the provisions of Section 12.69.8.

Submission to Jurisdiction; Consent to Service of Process. (a) Without limiting any Party’s 's right to appeal any order Order of the Bankruptcy Court, (i) the Bankruptcy Court shall will retain exclusive jurisdiction to enforce the terms of this Agreement and to decide any claims or disputes disputes, which may arise or result from, or be connected with, this Agreement, any breach or default hereunder, or the transactions contemplated herebyTransactions, and (ii) any and all proceedings related to the foregoing shall will be filed and maintained only in the Bankruptcy Court, and the parties Parties hereby consent to and submit to the jurisdiction and venue of the Bankruptcy Court for such purposes and shall will receive notices at such locations as indicated in Section 12.6 12.8 hereof; provided, however, that if the Bankruptcy Case has closedbeen closed pursuant to Section 350 of the Bankruptcy Code, the Parties agree to unconditionally and irrevocably submit to the exclusive jurisdiction of the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or in the event (but only in the event) that such court does not have subject matter jurisdiction over such Legal Proceeding in the United States District Court for the District of Delaware Delaware) and any appellate court from any thereof, for the resolution of any such claim or dispute. The Parties hereby irrevocably waive, to the fullest extent permitted by applicable lawLaw, any objection which they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. Each of the Parties hereto agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. (b) Each of the Parties hereto hereby consents to process being served by any other Party to this Agreement in any suit, action or proceeding by delivery of a copy thereof in accordance with the provisions of Section 12.612.8; provided, however, that such service will not be effective until the actual receipt thereof by the Party being served.

Submission to Jurisdiction; Consent to Service of Process. (a) Without limiting any Party’s 's right to appeal any order of the Bankruptcy Court, (i) the Bankruptcy Court shall retain exclusive jurisdiction to enforce the terms of this Agreement and to decide any claims or disputes which may arise or result from, or be connected with, this Agreement, any breach or default hereunder, or the transactions contemplated hereby, and (ii) any and all proceedings related to the foregoing shall be filed and maintained only in the Bankruptcy Court, and the parties Parties hereby consent to and submit to the jurisdiction and venue of the Bankruptcy Court and shall receive notices at such locations as indicated in Section 12.6 13.7 hereof; provided, however, that if the Bankruptcy Case has closed, the Parties agree to unconditionally and irrevocably submit to the exclusive jurisdiction of the United States District Court for the Southern District of Delaware New York sitting in New York County or the Commercial Division, Civil Branch of the Supreme Court of the State of New York sitting in New York County and any appellate court from any thereof, for the resolution of any such claim or dispute. The Parties hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection which they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. Each of the Parties hereto agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Lawlaw. (b) Each of the Parties hereto hereby consents to process being served by any Party to this Agreement in any suit, action or proceeding by delivery of a copy thereof in accordance with the provisions of Section 12.613.7.

Submission to Jurisdiction; Consent to Service of Process. (a) Without limiting any Partyparty’s right to appeal any order of the Bankruptcy Court, (i) the Bankruptcy Court shall retain exclusive jurisdiction to enforce the terms of this Agreement and to decide any claims or disputes which may arise or result from, or be connected with, this Agreement, any breach or default hereunder, or the transactions contemplated hereby, and (ii) any and all proceedings related to the foregoing shall be filed and maintained only in the Bankruptcy Court, and the parties hereby consent to and submit to the jurisdiction and venue of the Bankruptcy Court for such purposes and shall receive notices at such locations as indicated in Section 12.6 11.8 hereof; provided, however, that if the Bankruptcy Case has closedCases have been closed pursuant to section 350 of the Bankruptcy Code, the Parties parties agree to unconditionally and irrevocably submit to the exclusive jurisdiction of the United States District Court for courts of the District State of Delaware and of the federal courts sitting in the State of Delaware and any appellate court from any thereof, for the resolution of any such claim or dispute. The Parties parties hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection which they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. Each of the Parties parties hereto agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. (b) Each of the Parties parties hereto hereby consents to process being served by any Party party to this Agreement in any suit, action or proceeding Legal Proceeding by delivery of a copy thereof in accordance with the provisions of Section 12.611.8.

Submission to Jurisdiction; Consent to Service of Process. (a) Without limiting any Party’s right to appeal any order of the Bankruptcy Court, (i) the Bankruptcy Court shall retain exclusive jurisdiction to enforce the terms of this Agreement and to decide any claims or disputes which may arise or result from, or be connected with, this Agreement, any breach or default hereunder, or the transactions contemplated hereby, and (ii) any and all proceedings related to the foregoing shall be filed and maintained only in the Bankruptcy Court, and the The parties hereto hereby consent to and submit to the jurisdiction and venue of the Bankruptcy Court and shall receive notices at such locations as indicated in Section 12.6 hereof; provided, however, that if the Bankruptcy Case has closed, the Parties agree to unconditionally and irrevocably submit to the exclusive jurisdiction of the United States District Bankruptcy Court over any dispute arising out of or relating to this Agreement or any of the transactions contemplated hereby and each party hereby irrevocably agrees that all claims in respect of such dispute or any suit, action proceeding related thereto may be heard and determined in the Bankruptcy Court; provided, however, that in the event the Bankruptcy Court abstains from exercising or declines to exercise jurisdiction with respect to any matter provided for in this sentence or is without jurisdiction, such abstention, refusal or lack of jurisdiction shall have no effect upon and shall not control, prohibit or limit the District exercise of Delaware and any appellate court thereof, for the resolution jurisdiction of any other court having competent jurisdiction with respect to any such claim or disputematter. The Parties parties hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection which they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. Each of the Parties parties hereto agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Lawlaw. (b) Each of the Parties parties hereto hereby consents to process being served by any Party party to this Agreement in any suit, action or proceeding by delivery the mailing of a copy thereof in accordance with the provisions of Section 12.613.7.

Submission to Jurisdiction; Consent to Service of Process. (a) Without limiting any Partyparty’s right to appeal any order Order of the Bankruptcy Court, (i) the Bankruptcy Court shall retain exclusive jurisdiction to interpret and/or enforce the terms of this Agreement and to decide any claims or disputes which may arise or result from, or be connected with, this Agreement, any Related Document, any breach or default hereunderhereunder or thereunder, or the transactions contemplated herebyTransactions, and (ii) any and all proceedings related to the foregoing shall be filed and maintained only in the Bankruptcy Court, and the parties hereby consent to and submit to the jurisdiction and venue of the Bankruptcy Court and shall receive notices at such locations as indicated in Section 12.6 hereof10.6; provided, however, that if the Bankruptcy Case has Cases have closed, the Parties parties agree to unconditionally and irrevocably submit to the exclusive jurisdiction of the United States District Court for the Northern District of Delaware Texas over all Related Claims, and any appellate court thereof, for the resolution of any each party hereto hereby irrevocably agrees that all Related Claims may be heard and determined in such claim or disputecourts. The Parties parties hereto hereby irrevocably and unconditionally waive, to the fullest extent permitted by applicable lawApplicable Law, any objection which they may now or hereafter have to the laying of venue of any such dispute Related Claim brought in such court or any defense of inconvenient forum for the maintenance of such dispute. Each of the Parties parties hereto agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Applicable Law. (b) Each of the Parties parties hereto hereby consents to process being served by any Party party to this Agreement in any suit, action or proceeding Related Claim by the delivery of a copy thereof in accordance with the provisions of Section 12.610.6 (other than by email) along with a notification that service of process is being served in conformance with this Section 10.9(b). Nothing in this Agreement will affect the right of any party to serve process in any other manner permitted by Applicable Law.

Submission to Jurisdiction; Consent to Service of Process. (a) Without limiting any Partyparty’s right to appeal any order of the Bankruptcy Court, (i) the Bankruptcy Court shall retain exclusive jurisdiction to enforce the terms of this Agreement and to decide any claims or disputes which may arise or result from, or be connected with, this Agreement, any breach or default hereunder, or the transactions contemplated hereby, and (ii) any and all proceedings related to the foregoing shall be filed and maintained only in the Bankruptcy Court, and the parties hereby consent to and submit to the jurisdiction and venue of the Bankruptcy Court and shall receive notices at such locations as indicated in Section 12.6 12.9 hereof; provided, however, that if the Bankruptcy Case has closed, the Parties parties agree to unconditionally and irrevocably submit to the exclusive jurisdiction of the United States District Court for the Southern District of Delaware New York sitting in New York County or the Commercial Division, Civil Branch of the Supreme Court of the State of New York sitting in New York County and any appellate court from any thereof, for the resolution of any such claim or dispute. The Parties parties hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection which they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. Each of the Parties parties hereto agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. (b) Each of the Parties parties hereto hereby consents to process being served by any Party party to this Agreement in any suit, action or proceeding by delivery of a copy thereof in accordance with the provisions of Section 12.612.9.

Submission to Jurisdiction; Consent to Service of Process. (a) Without limiting any Partyparty’s right to appeal any order of the Bankruptcy Court, (i) the Bankruptcy Court shall retain exclusive jurisdiction to enforce the terms of this Agreement and to decide any claims or disputes which may arise or result from, or be connected with, this Agreement, any breach or default hereunder, or the transactions contemplated hereby, and (ii) any and all proceedings related to the foregoing shall be filed and maintained only in the Bankruptcy Court, and the parties hereto hereby consent to and submit to the jurisdiction and venue of the Bankruptcy Court and shall receive notices at such locations as indicated in Section 12.6 13.7 hereof; provided, however, that if the Bankruptcy Case has closedCourt does not have or abstains from exercising such jurisdiction, the Parties parties hereto agree to unconditionally and irrevocably submit to the exclusive jurisdiction of the United States District Court for the Southern District of Delaware New York sitting in New York County or the Commercial Division, Civil Branch of the Supreme Court of the State of New York sitting in New York County and any appellate court from any thereof, for the resolution of any such claim or dispute. The Parties parties hereto hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection which they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. Each of the Parties parties hereto agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Lawlaw. (b) Each of the Parties parties hereto hereby consents to process being served by any Party party to this Agreement in any suit, action or proceeding by delivery of a copy thereof in accordance with the provisions of Section 12.613.7.

Submission to Jurisdiction; Consent to Service of Process. (a) Without limiting any Partyparty’s right to appeal any order of the Bankruptcy Court, (i) the Bankruptcy Court shall retain exclusive jurisdiction to enforce the terms of this Agreement and to decide any claims or disputes which may arise or result from, or be connected with, this Agreement, any breach or default hereunder, or the transactions contemplated herebyTransactions, and (ii) any and all proceedings related to the foregoing shall be filed and maintained only in the Bankruptcy Court, and the parties hereby consent to and submit to the jurisdiction and venue of the Bankruptcy Court and shall receive notices at such locations as indicated in Section 12.6 12.8 hereof; provided, however, that if the Bankruptcy Case has closed, the Parties parties agree to unconditionally and irrevocably submit to the exclusive jurisdiction of the United States District Court for the Southern District of Delaware New York sitting in New York County or the Commercial Division, Civil Branch of the Supreme Court of the State of New York sitting in New York County and any appellate court thereof, for the resolution of any such claim or dispute. The Parties parties hereby irrevocably waive, to the fullest extent permitted by applicable lawLaw, any objection which they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. Each of the Parties parties hereto agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Lawlaw. (b) Each of the Parties parties hereto hereby consents to process being served by any Party party to this Agreement in any suit, action or proceeding by delivery of a copy thereof in accordance with the provisions of Section 12.612.8.

Submission to Jurisdiction; Consent to Service of Process. (a) Without limiting any Party’s right to appeal any order of the Bankruptcy Court, (i) the Bankruptcy Court shall retain exclusive jurisdiction to enforce the terms of this Agreement and to decide any claims or disputes which may arise or result from, or be connected with, this Agreement, any breach or default hereunder, or the transactions contemplated hereby, and (ii) any and all proceedings related to the foregoing shall be filed and maintained only in the Bankruptcy Court, and the parties Parties hereby consent to and submit to the jurisdiction and venue of the Bankruptcy Court and shall receive notices at such locations as indicated in Section 12.6 13.7 hereof; provided, however, that if the Bankruptcy Case has closed, the Parties agree to unconditionally and irrevocably submit to the exclusive jurisdiction of the United States District Court for the Southern District of Delaware New York sitting in New York County or the Commercial Division, Civil Branch of the Supreme Court of the State of New York sitting in New York County and any appellate court from any thereof, for the resolution of any such claim or dispute. The Parties hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection which they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. Each of the Parties hereto agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Lawlaw. (b) Each of the Parties hereto hereby consents to process being served by any Party to this Agreement in any suit, action or proceeding by delivery of a copy thereof in accordance with the provisions of Section 12.613.7.

Submission to Jurisdiction; Consent to Service of Process. (a) Without limiting any Partyparty’s right to appeal any order of the Bankruptcy Court, (i) the Bankruptcy Court shall will retain exclusive jurisdiction to enforce the terms of this Agreement and to decide any claims or disputes which may arise or result from, or be connected with, this Agreement, any breach or default hereunder, or the transactions contemplated hereby, and (ii) any and all proceedings related to the foregoing shall will be filed and maintained only in the Bankruptcy Court, and the parties hereby consent to and submit to the jurisdiction and venue of the Bankruptcy Court and shall will receive notices at such locations as indicated in Section 12.6 10.2 hereof; provided, however, that if the Bankruptcy Case has closed, the Parties parties agree to unconditionally and irrevocably submit to the exclusive jurisdiction of the United States District Court for the Southern District of Delaware New York and any appellate court from any thereof, for the resolution of any such claim or dispute. The Parties parties hereby irrevocably waive, to the fullest extent permitted by applicable lawLaw, any objection which they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. Each of the Parties parties hereto agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Lawlaw. (b) Each of the Parties parties hereto hereby consents to process being served by any Party party to this Agreement in any suit, action or proceeding by delivery of a copy thereof in accordance with the provisions of Section 12.610.2.

Submission to Jurisdiction; Consent to Service of Process. (a) Without limiting any Party’s party's right to appeal any order of the Bankruptcy Court, (i) the Bankruptcy Court shall retain exclusive jurisdiction to enforce the terms of this Agreement and to decide any claims or disputes which may arise or result from, or be connected with, this Agreement, any breach or default hereunder, or the transactions contemplated hereby, and (ii) any and all proceedings related to the foregoing shall be filed and maintained only in the Bankruptcy Court, and the parties hereby consent to and submit to the jurisdiction and venue of the Bankruptcy Court and shall receive notices at such locations as indicated in Section 12.6 12.9 hereof; provided, however, that if the Bankruptcy Case has closed, the Parties parties agree to unconditionally and irrevocably submit to the exclusive jurisdiction of the United States District Court for the Southern District of Delaware New York sitting in New York County or the Commercial Division, Civil Branch of the Supreme Court of the State of New York sitting in New York County and any appellate court from any thereof, for the resolution of any such claim or dispute. The Parties parties hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection which they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. Each of the Parties parties hereto agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. (b) Each of the Parties parties hereto hereby consents to process being served by any Party party to this Agreement in any suit, action or proceeding by delivery of a copy thereof in accordance with the provisions of Section 12.612.9.

Submission to Jurisdiction; Consent to Service of Process. (a) Without limiting any Partyparty’s right to appeal any order of the Bankruptcy Court, (i) the Bankruptcy Court shall retain exclusive jurisdiction to enforce the terms of this Agreement and to decide any claims or disputes which may arise or result from, or be connected with, this Agreement, any breach or default hereunder, or the transactions contemplated hereby, and (ii) any and all proceedings related to the foregoing shall be filed and maintained only in the Bankruptcy Court, and the parties hereby consent to and submit to the jurisdiction and venue of the Bankruptcy Court and shall receive notices at such locations as indicated in Section 12.6 14.7 hereof; provided, however, that if the Bankruptcy Case has closed, the Parties parties agree to unconditionally and irrevocably submit to the exclusive jurisdiction of the United States District Court for the District of Delaware state and federal courts sitting in Xxxxx County, Nevada, and any appellate court from any thereof, for the resolution of any such claim or dispute. The Parties parties hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection which they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. Each of the Parties parties hereto agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Lawlaw. (b) Each of the Parties parties hereto hereby consents to process being served by any Party party to this Agreement in any suit, action or proceeding by delivery of a copy thereof in accordance with the provisions of Section 12.614.7.

Submission to Jurisdiction; Consent to Service of Process. (a) Without limiting any Party’s right to appeal any order of the Bankruptcy CourtEach party hereto hereby irrevocably and unconditionally submits, (i) the Bankruptcy Court shall retain exclusive jurisdiction to enforce the terms of this Agreement for itself and to decide any claims or disputes which may arise or result fromits property, or be connected with, this Agreement, any breach or default hereunder, or the transactions contemplated hereby, and (ii) any and all proceedings related to the foregoing shall be filed and maintained only in the Bankruptcy Court, and the parties hereby consent to and submit to the jurisdiction and venue of the Bankruptcy Court and shall receive notices at such locations as indicated in Section 12.6 hereof; provided, however, that if the Bankruptcy Case has closed, the Parties agree to unconditionally and irrevocably submit to the exclusive jurisdiction of the United States District Court for the Southern District of Delaware New York (or the state courts sitting in the Borough of Manhattan in the event the Southern District of New York lacks subject matter jurisdiction), and any appellate court from any thereof, in any suit, action or proceeding arising out of or relating to this Agreement or any other Loan Document, or for recognition or enforcement of any judgment, and each of the resolution parties hereto hereby irrevocably and unconditionally (i) agrees that all claims in respect of any such claim action or dispute. The Parties hereby irrevocably waiveproceeding may be heard and determined in such New York State court or, to the fullest extent permitted by applicable law, any objection which they may now or hereafter have to the laying of venue of any such dispute brought in such Federal court and (ii) waives its rights to any other jurisdiction it may be entitled to by virtue of its present or any defense of inconvenient forum other future domicile or for the maintenance of such disputeany other reason. Each of the Parties parties hereto agrees that a final, non-appealable judgment in any such dispute 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 Lawlaw. Nothing in this Agreement or any other Loan Document (including this Section 11.15) shall affect any right that the Administrative Agent, any Issuing Bank or any Lender may otherwise have to bring any suit, action or proceeding relating to this Agreement or any other Loan Document or the enforcement of any judgment in respect thereof against any Obligor or its properties in the courts of any jurisdiction. (b) Each Obligor hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of the Parties hereto hereby consents to process being served by venue of any Party suit, action or proceeding arising out of or relating to this Agreement or any other Loan Document in any court referred to in paragraph (a) of this Section. Each Obligor 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 any such court. (c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 11.02 other than by facsimile. Nothing in this Agreement or any other Loan Document will affect the right of any party to this Agreement or any other Loan Document to serve process in any other manner permitted by law. Notwithstanding any other provision of this Agreement, each foreign Obligor hereby irrevocably designates CT Corporation System, 000 0xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, as the designee, appointee and agent of such Obligor to receive, for and on behalf of such Obligor, service of process in the State of New York in any suit, action or proceeding by delivery arising out of or relating to this Agreement or any other Loan Document. For such purpose, each Obligor organized under the laws of Mexico, shall deliver to the Administrative Agent a copy thereof of the public deed that contains an irrevocable special power of attorney for lawsuits and collections (poder para pleitos y cobranzas) in accordance with terms of the first and fourth paragraphs of Article 2554 of the Federal Civil Code (Código Civil Federal) of Mexico and the respective provisions of Section 12.6the Civil Codes of the States of Mexico (or any successor provisions) granted before a Mexican notary public, in form and substance reasonably satisfactory to the Administrative Agent. (d) Each Obligor agrees that any suit, action or proceeding brought by any Obligor Party or any of their respective Subsidiaries relating to this Agreement or any other Loan Document against the Administrative Agent, any Issuing Bank, any Lender or any of their respective Affiliates shall be brought exclusively in the United States District Court for the Southern District of New York (or the state courts sitting in the Borough of Manhattan in the event the Southern District of New York lacks subject matter jurisdiction), and any appellate court from any thereof, unless no such court shall accept jurisdiction. (e) The Administrative Agent, each Issuing Bank and each Lender hereby irrevocably and unconditionally submits, for itself and its property, to the jurisdiction of the United States District Court for the Southern District of New York (or the state courts sitting in the Borough of Manhattan in the event the Southern District of New York lacks subject matter jurisdiction), and any appellate court from any thereof, in any suit, action or proceeding arising out of or relating to this Agreement or any other Loan Document, 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 court or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final, non-appealable 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. (f) The Administrative Agent, each Issuing Bank and each Lender hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any other Loan Document in any court referred to in paragraph (e) of this Section. Each of the Administrative Agent, each Issuing Bank and each Lender 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 any such court. (g) To the extent that any Obligor has or hereafter may acquire any immunity from jurisdiction of any court or from set-off or any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, such Obligor hereby irrevocably waives such immunity in respect of its obligations under the Loan Documents.

Submission to Jurisdiction; Consent to Service of Process. (a) Without limiting any Party’s right to appeal any order of the Bankruptcy Court, (i) the Bankruptcy Court shall retain exclusive jurisdiction to enforce the terms of this Agreement and to decide any claims or disputes which may arise or result from, or be connected with, this Agreement, any breach or default hereunder, or the transactions contemplated hereby, and (ii) any and all proceedings related to the foregoing shall be filed and maintained only in the Bankruptcy Court, and the parties Parties hereby consent to and submit to the jurisdiction and venue of the Bankruptcy Court and shall receive notices at such locations as indicated in Section 12.6 hereof; provided, however, that if the Bankruptcy Case has closed, the Parties agree to unconditionally and irrevocably submit to the exclusive jurisdiction of any state or federal court located in the United States U.S. District Court for the Southern District of Delaware New York and any appellate court from any thereof, for the resolution of any such claim or dispute. The Parties hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection which they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. Each of the Parties hereto agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Lawlaw. (b) Each of the Parties hereto hereby consents to process being served by any Party to this Agreement in any suit, action or proceeding by delivery of a copy thereof in accordance with the provisions of Section 12.6.

Submission to Jurisdiction; Consent to Service of Process. (a) Without limiting any Party’s party's right to appeal any order of the Bankruptcy Court, (i) the Bankruptcy Court shall retain exclusive jurisdiction to enforce the terms of this Agreement and to decide any claims or disputes which may arise or result from, or be connected with, this Agreement, any breach or default hereunder, or the transactions contemplated hereby, and (ii) any and all proceedings related to the foregoing shall be filed and maintained only in the Bankruptcy Court, and the parties hereby consent to and submit to the jurisdiction and venue of the Bankruptcy Court and shall receive notices at such locations as indicated in Section 12.6 12.7 hereof; provided, however, that if the Bankruptcy Case has closed, the Parties parties agree to unconditionally and irrevocably submit to the exclusive jurisdiction of the United States District Court for the Southern District of Delaware New York sitting in New York County or the Commercial Division, Civil Branch of the Supreme Court of the State of New York sitting in New York County and any appellate court from any thereof, for the resolution of any such claim or dispute. The Parties parties hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection which they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. Each of the Parties parties hereto agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Lawlaw. (b) Each of the Parties parties hereto hereby consents to process being served by any Party party to this Agreement in any suit, action or proceeding by delivery of a copy thereof in accordance with the provisions of Section 12.612.7.

Submission to Jurisdiction; Consent to Service of Process. (a) Without limiting any Party’s right to appeal any order of the Bankruptcy Court, (i) the Bankruptcy Court shall retain exclusive jurisdiction to enforce the terms of this Agreement and to decide any claims or disputes which may arise or result from, or be connected with, this Agreement, any breach or default hereunder, or the transactions contemplated hereby, and (ii) any and all proceedings related to the foregoing shall be filed and maintained only in the Bankruptcy Court, and the The parties hereto hereby consent to and submit to the jurisdiction and venue of the Bankruptcy Court and shall receive notices at such locations as indicated in Section 12.6 hereof; provided, however, that if the Bankruptcy Case has closed, the Parties agree to unconditionally and irrevocably submit to the exclusive jurisdiction of the United States District Bankruptcy Court over any dispute arising out of or relating to this Agreement or any of the transactions contemplated hereby and each party hereby irrevocably agrees that all claims in respect of such dispute or any suit, action proceeding related thereto may be heard and determined in the Bankruptcy Court; provided, however, that in the event the Bankruptcy Court abstains from exercising or declines to exercise jurisdiction with respect to any matter provided for in this sentence or is without jurisdiction, the District parties hereto hereby irrevocably submit to the exclusive jurisdiction of Delaware and any appellate court thereof, for the resolution federal or state courts located in the Borough of any Manhattan in the City of New York with respect to such claim or disputematter. The Parties parties hereby irrevocably waive, to the fullest extent permitted by applicable lawLaw, any objection which they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. Each of the Parties parties hereto agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. (b) Each of the Parties parties hereto hereby consents to process being served by any Party party to this Agreement in any suit, action or proceeding by delivery the mailing of a copy thereof in accordance with the provisions of Section 12.612.8.

Submission to Jurisdiction; Consent to Service of Process. (a) Without limiting any Partyparty’s right to appeal any order of the Bankruptcy Court, (i) the Bankruptcy Court shall will retain exclusive jurisdiction to enforce the terms of this Agreement and to decide any claims or disputes which may arise or result from, or be connected with, this Agreement, any breach or default hereunder, or the transactions contemplated hereby, and (ii) any and all proceedings related to the foregoing shall will be filed and maintained only in the Bankruptcy Court, and the parties hereto hereby consent to and submit to the jurisdiction and venue of the Bankruptcy Court for such purposes and shall will receive notices at such locations as indicated in Section 12.6 11.8 hereof; provided, however, that if the Bankruptcy Case has closedCases have been closed pursuant to Section 350 of the Bankruptcy Code, the Parties parties hereto agree to unconditionally and irrevocably submit to the exclusive jurisdiction of the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or in the event (but only in the event) that such court does not have subject matter jurisdiction over such Action in the United States District Court for the District of Delaware Delaware) and any appellate court from any thereof, for the resolution of any such claim or dispute. The Parties parties hereto hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection which they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. Each of the Parties parties hereto agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. (ba) Each of the Parties parties hereto hereby consents to process being served by any Party party to this Agreement in any suit, action or proceeding by delivery of a copy thereof in accordance with the provisions of Section 12.611.8; provided, however, that such service will not be effective until the actual receipt thereof by the party being served.

Submission to Jurisdiction; Consent to Service of Process. (a) Without limiting any Party’s party's right to appeal any order of the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”), (ia) the Bankruptcy Court shall will retain exclusive jurisdiction to enforce the terms of this Agreement and to decide any claims or disputes which may arise or result from, or be connected with, this Agreement, any breach or default hereunder, or the transactions contemplated hereby, and (iib) subject to any objections regarding the subject matter jurisdiction of the Bankruptcy Court and any objections to the constitutional authority of the Bankruptcy Court to enter a final order in a particular proceeding, any and all proceedings related to the foregoing shall will be filed and maintained only in the Bankruptcy Court, and the parties hereby consent to and submit to the jurisdiction and venue of the Bankruptcy Court and shall will receive notices at such locations as indicated in Section 12.6 hereof14.6 of the Purchase Agreement; provided, however, that if the Bankruptcy Case has closedCases have closed or are not commenced, each of the Parties agree parties (i) irrevocably agrees that all proceedings (whether in contract or tort, at law or in equity or otherwise) that may be based upon, arise out of or relate to unconditionally and irrevocably submit to this Agreement, or the exclusive jurisdiction negotiation, execution or performance of this Agreement will be exclusively resolved in the United States District Court for the District of Delaware sitting in New Castle County or the courts of the State of Delaware sitting in New Castle County and any appellate court from any thereof, (ii) irrevocably agrees that, to the fullest extent permitted by applicable law, service of process, summons, notice or document by registered mail addressed to them at their respective addresses provided in Section 14.6 of the Purchase Agreement will be effective service of process against it for the resolution of any such claim or dispute. The Parties hereby irrevocably waiveproceeding brought in any such court, and (iii) waives, to the fullest extent permitted by applicable law, any objection which they 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 dispute brought proceeding in any such court or any defense of inconvenient forum for the maintenance of such disputecourt. Each of the Parties hereto parties agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Lawlaw. (b) Each of the Parties hereto hereby consents to process being served by any Party to this Agreement in any suit, action or proceeding by delivery of a copy thereof in accordance with the provisions of Section 12.6.

Submission to Jurisdiction; Consent to Service of Process. (a) Without limiting any Party’s right to appeal any order Order of the Bankruptcy Court, (i) the Bankruptcy Court shall will retain exclusive jurisdiction to enforce the terms of this Agreement and to decide any claims or disputes disputes, which may arise or result from, or be connected with, this Agreement, any breach or default hereunder, or the transactions contemplated herebyTransactions, and (ii) any and all proceedings related to the foregoing shall will be filed and maintained only in the Bankruptcy Court, and the parties Parties hereby consent to and submit to the jurisdiction and venue of the Bankruptcy Court for such purposes and shall will receive notices at such locations as indicated in Section 12.6 11.9 hereof; provided, however, that if the Chapter 11 Cases have been closed pursuant to Section 350 of the Bankruptcy Case has closedCode, the Parties agree to unconditionally and irrevocably submit to the exclusive jurisdiction of the United States District Court for the Southern District of Delaware New York and any appellate court therefrom within the State of New York (or in the event (but only in the event) that such court does not have subject matter jurisdiction over such Legal Proceeding, in a New York state court sitting in Manhattan) and any appellate court from any thereof, for the resolution of any such claim or dispute. The Parties hereby irrevocably waive, to the fullest extent permitted by applicable lawLaw, any objection which they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. Each of the Parties hereto agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. (b) Each of the Parties hereto hereby consents to process being served by any other Party to this Agreement in any suit, action or proceeding by delivery of a copy thereof in accordance with the provisions of Section 12.611.9; provided, however, that such service will not be effective until the actual receipt thereof by the Party being served.

Submission to Jurisdiction; Consent to Service of Process. (a) Without limiting any Partyparty’s right to appeal any order of the Bankruptcy Court, (i) the Bankruptcy Court shall retain exclusive jurisdiction to enforce the terms of this Agreement and to decide any claims or disputes which may arise or result from, or be connected with, this Agreement, any breach or default hereunder, or the transactions contemplated hereby, and (ii) any and all proceedings related to the foregoing shall be filed and maintained only in the Bankruptcy Court, and the parties hereby consent to and submit to the jurisdiction and venue of the Bankruptcy Court for such purposes and shall receive notices at such locations as indicated in Section 12.6 11.8 hereof; provided, however, that if the Bankruptcy Case has closedCases have been closed pursuant to section 350 of the Bankruptcy Code, the Parties parties agree to unconditionally and irrevocably submit to the exclusive jurisdiction of the United States District Court for courts of the District State of Delaware New York and of the federal courts sitting in the borough of Manhattan in the State of New York and any appellate court from any thereof, for the resolution of any such claim or dispute. The Parties parties hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection which they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. Each of the Parties parties hereto agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. (b) Each of the Parties parties hereto hereby consents to process being served by any Party party to this Agreement in any suit, action or proceeding Legal Proceeding by delivery of a copy thereof in accordance with the provisions of Section 12.611.8.

Submission to Jurisdiction; Consent to Service of Process. (a) Without limiting any Party’s 's right to appeal any order of the Bankruptcy Court, (i) the Bankruptcy Court (and any applicable court thereof) shall retain exclusive jurisdiction to enforce the terms of this Agreement and to decide any claims or disputes which may arise or result from, or be connected with, this Agreement, any breach or default hereunder, or the transactions contemplated herebyTransactions, and (ii) any and all proceedings related to the foregoing shall be filed and maintained only in the Bankruptcy Court, and the parties Parties hereby consent to and submit to the jurisdiction and venue of the Bankruptcy Court and shall receive notices at such locations as indicated in Section 12.6 hereof13.7; provided, however, that if the Bankruptcy Case has closed, the Parties agree to unconditionally and irrevocably submit to the exclusive jurisdiction of the United States District Court for the District of Delaware sitting in New Castle County or the courts of the State of Delaware sitting in New Castle County and any appellate court from any thereof, for the resolution of any such claim or dispute. The Parties hereby irrevocably waive, to the fullest extent permitted by 57 applicable law, any objection which they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. Each of the Parties hereto agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Lawlaw. (b) Each of the Parties hereto hereby consents to process being served by any Party to this Agreement in any suit, action or proceeding by delivery of a copy thereof in accordance with the provisions of Section 12.613.7.

Submission to Jurisdiction; Consent to Service of Process. (a) Without limiting any Partyparty’s right to appeal any order of the Bankruptcy Court, (i) the Bankruptcy Court shall retain exclusive jurisdiction to enforce the terms of this Agreement and to decide any claims or disputes which may arise or result from, or be connected with, this Agreement, any breach or default hereunder, or the transactions contemplated hereby, and (ii) any and all proceedings related to the foregoing shall be filed and maintained only in the Bankruptcy Court, and the parties hereby consent to and submit to the jurisdiction and venue of the Bankruptcy Court and shall receive notices at such locations as indicated in Section 12.6 12.7 hereof; provided, however, that if the Bankruptcy Case has closed, the Parties parties agree to unconditionally and irrevocably submit to the exclusive jurisdiction of the United States District Court for the District of Delaware and any appellate court from any thereof, for the resolution of any such claim or dispute. The Parties parties hereby irrevocably waive, to the fullest extent permitted by applicable lawLaw, any objection which they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. Each of the Parties parties hereto agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. . (b) Each of the Parties parties hereto hereby consents to process being served by any Party party to this Agreement in any suit, action or proceeding by delivery of a copy thereof in accordance with the provisions of Section 12.6.12.7. -34-

Submission to Jurisdiction; Consent to Service of Process. (a) Without limiting any Party’s party's right to appeal any order Order of the Bankruptcy Court, (i) the Bankruptcy Court shall retain exclusive jurisdiction to enforce the terms of this Agreement and to decide any claims or disputes which may arise or result from, or be connected with, this Agreement, any breach or default hereunder, or the transactions contemplated hereby, and (ii) any and all proceedings Actions related to the foregoing shall be filed and maintained only in the Bankruptcy Court, and the parties Parties hereby consent to and submit to the jurisdiction and venue of the Bankruptcy Court and shall receive notices at such locations as indicated in Section 12.6 hereof10.11 of the Contribution and Separation Agreement; provided, however, that if the Bankruptcy Case has Cases have closed, the Parties parties agree to unconditionally and irrevocably submit to the exclusive jurisdiction of the United States District Court for the Southern District of Delaware Texas sitting in Xxxxxx County or the Civil Trial Division of the District Courts of the State of Texas sitting in Xxxxxx County and any appellate court thereof, from any thereof for the resolution of any such claim or dispute. . (b) The Parties hereby unconditionally and irrevocably waive, to the fullest extent permitted by applicable lawApplicable Law, any objection which they may now or hereafter have to the laying of venue of any such dispute arising out of or relating to this Agreement or any of the transactions contemplated hereby brought in such any court specified in paragraph (a) above, or any defense of inconvenient forum for the maintenance of such dispute. Each of the Parties hereto agrees that a judgment in any such dispute may be maybe enforced in other jurisdictions by suit on the judgment or in any other manner provided by Lawlaw. (bc) Each of the Parties hereto hereby consents to process being served by any Party party to this Agreement in any suit, action Action or proceeding by delivery the mailing of a copy thereof in accordance with the provisions of Section 12.610.11 of the Contribution and Separation Agreement.

Submission to Jurisdiction; Consent to Service of Process. (a) Without limiting any Party’s right to appeal any order of the Bankruptcy Court, (i) the Bankruptcy Court shall retain exclusive jurisdiction to enforce the terms of this Agreement and to decide any claims or disputes which may arise or result from, or be connected with, this Agreement, any breach or default hereunder, or the transactions contemplated hereby, and (ii) any and all proceedings related to the foregoing shall be filed and maintained only in the Bankruptcy Court, and the The parties hereto hereby consent to and submit to the jurisdiction and venue of the Bankruptcy Court and shall receive notices at such locations as indicated in Section 12.6 hereof; provided, however, that if the Bankruptcy Case has closed, the Parties agree to unconditionally and irrevocably submit to the non-exclusive jurisdiction of any federal or state court located within the United States District Court for State of California over any dispute arising out of or relating to this Agreement or any of the District transactions contemplated hereby and each party hereby irrevocably agrees that all claims in respect of Delaware such dispute or any suit, action proceeding related thereto may be heard and any appellate court thereof, for the resolution of any determined in such claim or disputecourts. The Parties parties hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection which they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. Each of the Parties parties hereto agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Lawlaw. (b) Each of the Parties parties hereto hereby consents to process being served by any Party party to this Agreement in any suit, action or proceeding by delivery the mailing of a copy thereof in accordance with the provisions of Section 12.610.10. (c) If any legal action or any arbitration or other proceeding is brought for the enforcement or interpretation of this Agreement, or because of an alleged dispute, breach, default or misrepresentation in connection with or related to this Agreement, the successful or prevailing party shall be entitled to recover reasonable attorneys' fees and other costs in connection with that action or proceeding, in addition to any other relief to which it or they may be entitled.

Submission to Jurisdiction; Consent to Service of Process. (a) Without limiting any Partyparty’s right to appeal any order of the Bankruptcy Court, (i) the Bankruptcy Court shall retain exclusive jurisdiction to enforce the terms of this Agreement and to decide any claims or disputes which may arise or result from, or be connected with, this Agreement, any breach or default hereunder, or the transactions contemplated hereby, and (ii) any and all proceedings related to the foregoing shall be filed and maintained only in the Bankruptcy Court, and the parties hereby consent to and submit to the jurisdiction and venue of the Bankruptcy Court and shall receive notices at such locations as indicated in Section 12.6 9.8 hereof; provided, however, that if the Bankruptcy Case has closed, the Parties parties agree to unconditionally and irrevocably submit to the exclusive jurisdiction of the United States District Court for the Southern District of Delaware New York sitting in New York County or the Commercial Division, Civil Branch of the Supreme Court of the State of New York sitting in New York County and any appellate court from any thereof, for the resolution of any such claim or dispute. The Parties parties hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection which they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. Each of the Parties parties hereto agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Lawlaw. (b) Each of the Parties parties hereto hereby consents to process being served by any Party party to this Agreement in any suit, action or proceeding by delivery of a copy thereof in accordance with the provisions of Section 12.69.8.

Submission to Jurisdiction; Consent to Service of Process. (a) Without limiting any Party’s party's right to appeal any order of the Bankruptcy Court, (i) the Bankruptcy Court shall retain exclusive jurisdiction to enforce the terms of this Agreement and to decide any claims or disputes which may arise or result from, or be connected with, this Agreement, any breach or default hereunder, or the transactions contemplated hereby, and (ii) any and all proceedings related to the foregoing shall be filed and maintained only in the Bankruptcy Court, and the parties hereby consent to and submit to the jurisdiction and venue of the Bankruptcy Court and shall receive notices at such locations as indicated in Section 12.6 11.9 hereof; provided, however, that if the ------------------- -------- ------- Bankruptcy Case has closed, the Parties parties agree to unconditionally and irrevocably submit to the exclusive jurisdiction of the United States District Commercial Division, Civil Branch of the Supreme Court for of the District State of Delaware New York sitting in New York County and any appellate court from any thereof, for the resolution of any such claim or dispute. The Parties parties hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection which they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. Each of the Parties parties hereto agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Lawlaw. (b) Each of the Parties parties hereto hereby consents to process being served by any Party party to this Agreement in any suit, action or proceeding by delivery of a copy thereof in accordance with the provisions of Section 12.6.11.9. ------------

Submission to Jurisdiction; Consent to Service of Process. (a) Without limiting any Partyparty’s right to appeal any order Order of the Bankruptcy Court, (i) the Bankruptcy Court shall retain exclusive jurisdiction to enforce the terms of this Agreement and to decide any claims or disputes which may arise or result from, or be connected with, this Agreement, any breach or default hereunder, or the transactions contemplated hereby, and (ii) any and all proceedings Legal Proceedings related to the foregoing shall be filed and maintained only in the Bankruptcy Court, and the parties hereby consent to and submit to the jurisdiction and venue of the Bankruptcy Court and shall receive notices at such locations as indicated in Section 12.6 hereof15.13; provided, however, that if the Bankruptcy Case has Cases have been closed, the Parties parties agree to unconditionally and irrevocably submit to the exclusive jurisdiction of file any such claim or dispute in the United States District Court for the Northern District of Delaware Texas and any appellate court thereof, for the resolution of any such claim or dispute. . (b) The Parties parties hereby unconditionally and irrevocably waive, to the fullest extent permitted by applicable lawApplicable Law, any objection which they may now or hereafter have to the laying of venue of any such dispute arising out of or relating to this Agreement or any of the transactions contemplated hereby brought in such any court specified in paragraph (a) above, or any defense of inconvenient forum for the maintenance of such dispute. Each of the Parties parties hereto agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. (bc) Each of the Parties parties hereto hereby consents to process being served by any Party party to this Agreement in any suit, action or proceeding by delivery the mailing of a copy thereof in accordance with the provisions of Section 12.615.13. Each of the Purchaser and Guarantor has appointed Corporation Service Company to receive for it, and on its behalf, service of process in the United States.

Submission to Jurisdiction; Consent to Service of Process. (a) Without limiting any Party’s party's right to appeal any order of the Bankruptcy Court, (i) the Bankruptcy Court shall retain exclusive jurisdiction to enforce the terms of this Agreement and to decide any claims or disputes which may arise or result from, or be connected with, this Agreement, any breach or default hereunder, or the transactions contemplated hereby, and (ii) any and all proceedings related to the foregoing shall be filed and maintained only in the Bankruptcy Court, and the parties hereby consent to and submit to the jurisdiction and venue of the Bankruptcy Court and shall receive notices at such locations as indicated in Section 12.6 13.7 hereof; provided, however, that if the Bankruptcy Case has closed, the Parties parties agree to unconditionally and irrevocably submit to the exclusive jurisdiction of the United States District Court for the Southern District of Delaware New York sitting in New York County or the Commercial Division, Civil Branch of the Supreme Court of the State of New York sitting in New York County and any appellate court from any thereof, for the resolution of any such claim or dispute. The Parties parties hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection which they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. Each of the Parties parties hereto agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. (b) Each of the Parties parties hereto hereby consents to process being served by any Party party to this Agreement in any suit, action or proceeding by delivery of a copy thereof in accordance with the provisions of Section 12.613.7.

Submission to Jurisdiction; Consent to Service of Process. (a) Without limiting The parties agree to unconditionally and irrevocably submit to the exclusive jurisdiction of the United States District Court for the Southern District of New York sitting in New York County or the Commercial Division, Civil Branch of the Supreme Court of the State of New York sitting in New York County and any Party’s right appellate court from any thereof, for the resolution of any such claim or dispute; provided, however, that all actions and proceedings arising out of or relating to appeal the Decanting Transactions and the Delaware Closing shall be heard and determined in the Chancery Court of the State of Delaware or any federal court sitting in the State of Delaware, and the parties hereto hereby irrevocably submit to the exclusive jurisdiction of such courts for all such actions and proceedings; provided further, however that during the pendency of the Bankruptcy Case and upon the closing of the Bankruptcy Case, to the extent permitted by order of the Bankruptcy Court, (i) the Bankruptcy Court shall have and retain exclusive jurisdiction to enforce the terms of this Agreement and to decide any claims or disputes which may arise or result from, or be connected with, this Agreement, any breach or default hereunder, or the transactions contemplated hereby, hereby as and (ii) any and all proceedings related to the foregoing shall be filed and maintained only in the Bankruptcy Court, and the parties hereby consent to and submit extent any such matters relate to the jurisdiction and venue of the Bankruptcy Court and shall receive notices at such locations as indicated in Section 12.6 hereof; provided, however, that if the Bankruptcy Case has closed, the Parties agree to unconditionally and irrevocably submit to the exclusive jurisdiction of the United States District Court for the District of Delaware and any appellate court thereof, for the resolution of any such claim or dispute. Parent. (b) The Parties parties hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection which they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. Each of the Parties parties hereto agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Lawlaw. (bc) Each of the Parties parties hereto hereby consents to process being served by any Party party to this Agreement in any suit, action or proceeding by delivery of a copy thereof in accordance with the provisions of Section 12.612.8.

Submission to Jurisdiction; Consent to Service of Process. (a) Without limiting any Partyparty’s right to appeal any order of the Bankruptcy Court, (i) the Bankruptcy Court shall retain exclusive jurisdiction to enforce the terms of this Agreement and to decide any claims or disputes which may arise or result from, or be connected with, this Agreement, any breach or default hereunder, or the transactions contemplated hereby, and (ii) any and all proceedings related to the foregoing shall be filed and maintained only in the Bankruptcy Court, and the parties hereby consent to and submit to the jurisdiction and venue of the Bankruptcy Court for such purposes and shall receive notices at such locations as indicated in Section 12.6 11.8 hereof; provided, -86- however, that if the Bankruptcy Case has closedCases have been closed pursuant to section 350 of the Bankruptcy Code, the Parties parties agree to unconditionally and irrevocably submit to the exclusive jurisdiction of the United States District Court for courts of the District State of Delaware and of the federal courts sitting in the State of Delaware and any appellate court from any thereof, for the resolution of any such claim or dispute. The Parties parties hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection which they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. Each of the Parties parties hereto agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. (b) Each of the Parties parties hereto hereby consents to process being served by any Party party to this Agreement in any suit, action or proceeding Legal Proceeding by delivery of a copy thereof in accordance with the provisions of Section 12.611.8.

Submission to Jurisdiction; Consent to Service of Process. (a) Without limiting any Party’s right to appeal any order of the Bankruptcy Court, (i) the Bankruptcy Court shall retain exclusive jurisdiction to enforce the terms of this Agreement and to decide any claims or disputes which may arise or result from, or be connected with, this Agreement, any breach or default hereunder, or the transactions contemplated hereby, and (ii) any and all proceedings related to the foregoing shall be filed and maintained only in the Bankruptcy Court, and the parties Parties hereby consent to and submit to the jurisdiction and venue of the Bankruptcy Court and shall receive notices at such locations as indicated in Section 12.6 11.10; hereof; provided, however, that if the Bankruptcy Case has closed, the Parties agree to unconditionally and irrevocably submit to the exclusive jurisdiction of the United States District Court for the District of Delaware and any appellate court thereof, for the resolution of any such claim or dispute. The Parties hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection which they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. Each of the Parties hereto agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Lawlaw. Notwithstanding the foregoing, if the Bankruptcy Case has closed, the Parties agree to submission to arbitration in Dallas, Texas and any such claims or disputes shall be resolved in accordance with the commercial arbitration rules of the American Arbitration Association then in effect by a single arbitrator mutually selected by the Parties. Any judgment upon an award rendered by the arbitrator may be entered in any court having jurisdiction over the subject matter thereof. (b) Each of the Parties hereto hereby consents to process being served by any Party to this Agreement in any suit, action or proceeding by delivery of a copy thereof in accordance with the notice provisions of Section 12.6below.

Submission to Jurisdiction; Consent to Service of Process. (a) Without limiting any Party’s party's right to appeal any order Order of the Bankruptcy Court, (i) the Bankruptcy Court shall retain exclusive jurisdiction to enforce the terms of this Agreement and to decide any claims or disputes which may arise or result from, or be connected with, this Agreement, any breach or default hereunder, or the transactions contemplated hereby, and (ii) any and all proceedings Actions related to the foregoing shall be filed and maintained only in the Bankruptcy Court, and the parties hereby consent to and submit to the jurisdiction and venue of the Bankruptcy Court and shall receive notices at such locations as indicated in Section 12.6 hereof5.11; provided, however, that if the Bankruptcy Case has Cases have closed, the Parties parties agree to unconditionally and irrevocably submit to the exclusive jurisdiction of the United States District Court for the Southern District of Delaware Texas sitting in Xxxxxx County or the Civil Trial Division of the District Courts of the State of Texas sitting in Xxxxxx County and any appellate court from any thereof, for the resolution of any such claim or dispute. The Parties parties hereby unconditionally and irrevocably waive, to the fullest extent permitted by applicable lawApplicable Law, any objection which they may now or hereafter have to the laying of venue of any such dispute arising out of or relating to this Agreement or any of the transactions contemplated hereby brought in such any court specified in paragraph (a) above, or any defense of inconvenient forum for the maintenance of such dispute. Each of the Parties parties hereto agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. (b) law. Each of the Parties parties hereto hereby consents to process being served by any Party party to this Agreement in any suit, action Action or proceeding by delivery the mailing of a copy thereof in accordance with the provisions of Section 12.65.11.

Submission to Jurisdiction; Consent to Service of Process. (a) Without limiting any Party’s right to appeal any order of the Bankruptcy Court, (i) the Bankruptcy Court shall retain exclusive jurisdiction to enforce the terms of this Agreement and to decide any claims or disputes which may arise or result from, or be connected with, this Agreement, any breach or default hereunder, or the transactions contemplated hereby, and (ii) any and all proceedings related to the foregoing shall be filed and maintained only in the Bankruptcy Court, and the The parties hereto hereby consent to and submit to the jurisdiction and venue of the Bankruptcy Court and shall receive notices at such locations as indicated in Section 12.6 hereof; provided, however, that if the Bankruptcy Case has closed, the Parties agree to unconditionally and irrevocably submit to the exclusive jurisdiction of the United States District Court of Chancery of the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware), and hereby waive, and agree not to assert, as a defense in any action, suit or proceeding for the District of Delaware and any appellate court interpretation or enforcement hereof or thereof, for that it is not subject thereto or that such action, suit or proceeding may not be brought or is not maintainable in said courts or that the resolution of venue thereof may not be appropriate or that this Agreement or any such claim document may not be enforced in or dispute. The Parties hereby by such courts, and the parties hereto irrevocably waive, agree that all claims with respect to the fullest extent permitted by applicable law, any objection which they may now such action or hereafter have to the laying of venue of any such dispute brought proceeding shall be heard and determined in such court or (or, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any defense federal court within the State of inconvenient forum for Delaware). The parties hereto hereby consent to and grant any such court jurisdiction over the maintenance person of such dispute. Each parties and over the subject matter of the Parties hereto agrees such dispute and agree that a judgment mailing of process or other papers in connection with any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. (b) Each of the Parties hereto hereby consents to process being served by any Party to this Agreement in any suit, action or proceeding in the manner provided in Section 9.2 or in such other manner as may be permitted by delivery Applicable Law, shall be valid and sufficient service thereof. With respect to any particular action, suit or proceeding, venue shall lie solely with the Court of Chancery of the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware). A party hereto may apply to a court of competent jurisdiction for prejudgment remedies and emergency relief pending final determination of a copy thereof in accordance with the provisions of claim pursuant to this Section 12.69.11.

Submission to Jurisdiction; Consent to Service of Process. (a) Without limiting any Partyparty’s right to appeal any order of the Bankruptcy Court, (ia) the Bankruptcy Court (as defined in the Purchase Agreement) shall retain exclusive jurisdiction to enforce the terms of this Agreement and to decide any claims or disputes which may arise or result from, or be connected with, this Agreement, any breach or default hereunder, or the transactions contemplated hereby, and (iib) any and all proceedings related to the foregoing shall be filed and maintained only in the Bankruptcy Court, and the parties hereby consent to and submit to the jurisdiction and venue of the Bankruptcy Court and shall receive notices at such locations as indicated in Section 12.6 hereofthe Purchase Agreement; provided, however, that if the Bankruptcy Case (as defined in the Purchase Agreement) has closedclosed or not been filed, the Parties parties agree to unconditionally and irrevocably submit to the exclusive jurisdiction of the United States District Court for the [District of Delaware Delaware] and any appellate court from any thereof, for the resolution of any such claim or dispute. The Parties parties hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection which they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. Each of the Parties parties hereto agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Lawlaw. (b) Each of the Parties hereto hereby consents to process being served by any Party to this Agreement in any suit, action or proceeding by delivery of a copy thereof in accordance with the provisions of Section 12.6.

Submission to Jurisdiction; Consent to Service of Process. (a) Without limiting any Partyparty’s right to appeal any order of the Bankruptcy Court, (i) the Bankruptcy Court shall retain exclusive jurisdiction to enforce the terms of this Agreement and to decide any claims or disputes which may arise or result from, or be connected with, this Agreement, any breach or default hereunder, or the transactions contemplated hereby, and (ii) any and all proceedings related to the foregoing shall be filed and maintained only in the Bankruptcy Court, and the parties hereby consent to and submit to the jurisdiction and venue of the Bankruptcy Court and shall receive notices at such locations as indicated in Section 12.6 12.7 hereof; provided, however, that if the Bankruptcy Case has closed, the Parties parties agree to unconditionally and irrevocably submit to the exclusive jurisdiction of the United States District Court for the District of Delaware and any appellate court from any thereof, for the resolution of any such claim or dispute. The Parties parties hereby irrevocably waive, to the fullest extent permitted by applicable lawLaw, any objection which they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. Each of the Parties parties hereto agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. (b) Each of the Parties parties hereto hereby consents to process being served by any Party party to this Agreement in any suit, action or proceeding by delivery of a copy thereof in accordance with the provisions of Section 12.612.7.

Submission to Jurisdiction; Consent to Service of Process. (a) Without limiting any Partyparty’s right to appeal any order of the Bankruptcy Court, (i) the Bankruptcy Court shall retain exclusive jurisdiction to enforce the terms of this Agreement and to decide any claims or disputes which may arise or result from, or be connected with, this Agreement, any breach or default hereunder, or the transactions contemplated hereby, and (ii) any and all proceedings related to the foregoing shall be filed and maintained only in the Bankruptcy Court, and the parties hereby consent to and submit to the jurisdiction and venue of the Bankruptcy Court and shall receive notices at such locations as indicated in Section 12.6 12.9 hereof; provided, however, that if the Bankruptcy Case has closed, the Parties parties agree to unconditionally and irrevocably submit to the exclusive jurisdiction of the United States District Court for the Southern District of Delaware New York sitting in New York County or the Commercial Division, Civil Branch of the Supreme Court of the State of New York sitting in New York County and any appellate court from any thereof, for the resolution of any such claim or dispute. The Parties parties hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection which they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. Each of the Parties parties hereto agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by LawXxx. (b) Each of the Parties parties hereto hereby consents to process being served by any Party party to this Agreement in any suit, action or proceeding by delivery of a copy thereof in accordance with the provisions of Section 12.612.9.

Submission to Jurisdiction; Consent to Service of Process. (a) Without limiting any Partyparty’s right to appeal any order of the Bankruptcy Court, (i) the Bankruptcy Court shall retain exclusive jurisdiction to enforce the terms of this Agreement and to decide any claims or disputes which may arise or result from, or be connected with, this Agreement, any breach or default hereunder, or the transactions contemplated herebyTransactions, and (ii) any and all proceedings related to the foregoing shall be filed and maintained only in the Bankruptcy Court, and the parties hereby consent to and submit to the jurisdiction and venue of the Bankruptcy Court and shall receive notices at such locations as indicated in Section 12.6 12.8 hereof; provided, however, that if the Bankruptcy Case has closed, the Parties parties agree to unconditionally and irrevocably submit to the exclusive jurisdiction of the United States District Court for the Western District of Delaware Washington and any appellate court thereof, for the resolution of any such claim or dispute. The Parties parties hereby irrevocably waive, to the fullest extent permitted by applicable lawLaw, any objection which they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. Each of the Parties parties hereto agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Lawlaw. (b) Each of the Parties parties hereto hereby consents to process being served by any Party party to this Agreement in any suit, action or proceeding by delivery of a copy thereof in accordance with the provisions of Section 12.612.8.

Submission to Jurisdiction; Consent to Service of Process. (a) Without limiting any Party’s right to appeal any order of the Bankruptcy Court, (i) the Bankruptcy Court shall retain exclusive jurisdiction to enforce the terms of this Agreement and to decide any claims or disputes which may arise or result from, or be connected with, this Agreement, any breach or default hereunder, or the transactions contemplated hereby, and (ii) any and all proceedings related to the foregoing shall be filed and maintained only in the Bankruptcy Court, and the The parties hereto hereby consent to and submit to the jurisdiction and venue of the Bankruptcy Court and shall receive notices at such locations as indicated in Section 12.6 hereof; provided, however, that if the Bankruptcy Case has closed, the Parties agree to unconditionally and irrevocably submit to the exclusive jurisdiction of the United States District Chancery Court of the State of Delaware (or, if the Chancery Court of the State of Delaware declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware) in any action or proceeding arising out of or relating to this Agreement, including in respect of the interpretation and enforcement of the provisions of this Agreement and of the documents referred to herein, and in respect of the Transactions, and hereby waive, and agree not to assert, as a defense in any action, suit or proceeding for the District of Delaware and any appellate court interpretation or enforcement hereof or thereof, for that it is not subject thereto or that such action, suit or proceeding may not be brought or is not maintainable in said courts or that the resolution of venue thereof may not be appropriate or that this Agreement or any such claim or dispute. The Parties hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection which they document may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. Each of the Parties hereto agrees that a judgment in any such dispute may not be enforced in other jurisdictions or by suit on such courts, and the judgment or in any other manner provided by Law. (b) Each of the Parties parties hereto hereby consents irrevocably agree that all claims with respect to process being served by any Party to this Agreement in any suit, such action or proceeding shall be heard and determined in such a Delaware Chancery Court or Delaware Federal court. The parties hereto hereby consent to and grant any such court jurisdiction over the person of such parties and over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such action or proceeding in the manner provided in Section 7.1 or in such other manner as may be permitted by delivery Applicable Law, shall be valid and sufficient service thereof. A party hereto may apply either to a court of competent jurisdiction or to an arbitrator, if one has been appointed, for prejudgment remedies and emergency relief pending final determination of a copy thereof in accordance with the provisions claim pursuant to this Section 7.6. The appointment of Section 12.6an arbitrator does not preclude a party hereto from seeking prejudgment remedies and emergency relief from a court of competent jurisdiction.