Common use of WAIVER OF JURY TRIAL; CONSENT TO JURISDICTION Clause in Contracts

WAIVER OF JURY TRIAL; CONSENT TO JURISDICTION. EACH PARTY HERETO IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ALL RIGHT TO TRIAL BY JURY IN ANY CLAIM, DEMAND, ACTION, CAUSE OF ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT, EQUITY OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THE ACTIONS OF THE PARTIES HERETO IN THE NEGOTIATION, PERFORMANCE OR ENFORCEMENT HEREOF. Each of the parties hereto (i) submits to the exclusive jurisdiction of any federal court sitting in the State of Delaware or the Delaware Court of Chancery, in any action or proceeding arising out of or relating to this Agreement, (ii) agrees that all claims in respect of such action or proceeding may be heard and determined in any such court and (iii) agrees not to bring any action or proceeding arising out of or relating to this Agreement in any other court. Each of the parties waives any defense of inconvenient forum to the maintenance of any action or proceeding so brought and waives any bond, surety or other security that might be required of any other party with respect thereto. Each party agrees that service of summons and complaint or any other process that might be served in any action or proceeding may be made on such party by sending or delivering a copy of the process to the party to be served at the address of the party and in the manner provided for the giving of notices in Section 10.4. Nothing in this Section 10.2, however, shall affect the right of any party to serve legal process in any other manner permitted by Law. Each party agrees that a final, non-appealable judgment in any action or proceeding so brought shall be conclusive and may be enforced by suit on the judgment or in any other manner provided by Law.

WAIVER OF JURY TRIAL; CONSENT TO JURISDICTION. EACH PARTY HERETO IRREVOCABLY WAIVES(a) The Borrowers, TO THE FULLEST EXTENT PERMITTED BY LAWeach Guarantor, ALL RIGHT TO TRIAL BY JURY IN ANY CLAIM, DEMAND, ACTION, CAUSE OF ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT, EQUITY OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THE ACTIONS OF THE PARTIES HERETO IN THE NEGOTIATION, PERFORMANCE OR ENFORCEMENT HEREOF. Each each Lender and the Agent hereby specifically ratifies and confirms the waiver of jury trial set forth in Section 16.2 of the parties Credit Agreement. Without limiting the generality of the preceding ratification and confirmation, the Borrowers, each Guarantor, each Lender and the Agent, after consulting or having had the opportunity to consult with counsel, knowingly, voluntarily and intentionally waives any right any of them may have to a trial by jury in any litigation or proceeding based upon or arising out of this Amendment or any related instrument or agreement or any of the transactions contemplated by this Amendment or any conduct, dealing, statements (whether oral or written) or actions of any of them. None of the Borrowers, the Guarantors, the Lenders or the Agent shall seek to consolidate, by counterclaim or otherwise, any such action in which a jury trial has been waived with any other action in which a jury trial cannot be or has not been waived. These provisions shall not be deemed to have been modified in any respect or relinquished by any party hereto except by a written instrument executed by such party. (ib) submits Each Borrower and each Guarantor agrees that any legal action or proceeding with respect to this Amendment or any related instrument or agreement, including the Credit Agreement as previously amended and as amended hereby, or with respect to the transactions contemplated hereby, may be brought in any court of the State of Michigan, sitting in or having jurisdiction over the County of Wayne, Michigan, or in any federal court located within the Eastern District of Michigan, and Borrowers and Guarantors hereby submit to and accept generally and unconditionally the non-exclusive jurisdiction of those courts with respect to their person and property and irrevocably consent to service of process in connection with any federal court sitting in the State of Delaware or the Delaware Court of Chancery, in any action or proceeding arising out of or relating to this Agreement, (ii) agrees that all claims in respect of such action or proceeding by mailing such service of process (certified or registered, if capable of certification or registration) to Borrowers and/or Guarantors at the address they may be heard have from time to time provided to the Agent. Borrowers and determined Guarantors hereby irrevocably waive any objection based upon jurisdiction, improper venue or forum non conveniens in any such court and (iii) agrees not to bring any action suit or proceeding arising out of or relating to this Agreement in any other court. Each of the parties waives any defense of inconvenient forum to the maintenance of any action or proceeding so brought and waives any bond, surety or other security that might be required of any other party with respect thereto. Each party agrees that service of summons and complaint or any other process that might be served in any action or proceeding may be made on such party by sending or delivering a copy of the process to the party to be served at the address of the party and in the manner provided for the giving of notices in Section 10.4above-described courts. Nothing in this Section 10.2, however, contained herein shall affect limit the right of any party the Agent or the Lenders to serve legal process in any other manner permitted by Law. Each party agrees that a final, non-appealable judgment in law or limit the right of the Agent or the Lenders to commence any such action or proceeding so brought in the courts of any other jurisdiction. Any judicial proceeding by any Borrower or any Guarantor against the Agent or any Lender involving this Amendment shall be conclusive and may be enforced by suit on brought only in a court in Xxxxx County, Michigan or federal court located within the judgment or in any other manner provided by LawEastern District of Michigan.

WAIVER OF JURY TRIAL; CONSENT TO JURISDICTION. EACH PARTY HERETO IRREVOCABLY WAIVES(a) The Borrowers, TO THE FULLEST EXTENT PERMITTED BY LAWeach Guarantor, ALL RIGHT TO TRIAL BY JURY IN ANY CLAIM, DEMAND, ACTION, CAUSE OF ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT, EQUITY OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THE ACTIONS OF THE PARTIES HERETO IN THE NEGOTIATION, PERFORMANCE OR ENFORCEMENT HEREOF. Each each Lender and the Agent hereby specifically ratifies and confirms the waiver of jury trial set forth in Section 16.2 of the parties Credit Agreement. Without limiting the generality of the preceding ratification and confirmation, the Borrowers, each Guarantor, each Lender and the Agent, after consulting or having had the opportunity to consult with counsel, knowingly, voluntarily and intentionally waives any right any of them may have to a trial by jury in any litigation or proceeding based upon or arising out of this Amendment or any related instrument or agreement or any of the transactions contemplated by this Amendment or any conduct, dealing, statements (whether oral or written) or actions of any of them. None of the Borrowers, the Guarantors, the Lenders or the Agent shall seek to consolidate, by counterclaim or otherwise, any such action in which a jury trial has been waived with any other action in which a jury trial cannot be or has not been waived. These provisions shall not be deemed to have been modified in any respect or relinquished by any party hereto except by a written instrument executed by such party. (ib) submits Each Borrower and each Guarantor agrees that any legal action or proceeding with respect to this Amendment or any related instrument or agreement, including the Credit Agreement as previously amended and as amended hereby, or with respect to the transactions contemplated hereby, may be brought in any court of the State of Michigan, sitting in or having jurisdiction over the County of Wayne, Michigan, or in any federal court located within the Eastern District of Michigan, and Borrowers and Guarantors hereby submit to and accept generally and unconditionally the non-exclusive jurisdiction of those courts with respect to their person and property and irrevocably consent to service of process in connection with any federal court sitting in the State of Delaware or the Delaware Court of Chancery, in any action or proceeding arising out of or relating to this Agreement, (ii) agrees that all claims in respect of such action or proceeding by mailing such service of process (certified or registered, if capable of certification or registration) to Borrowers and/or Guarantors at the address they may be heard have from time to time provided to the Agent. Borrowers and determined Guarantors hereby irrevocably waive any objection based upon jurisdiction, improper venue or forum non conveniens in any such court and (iii) agrees not to bring any action suit or proceeding arising out of or relating to this Agreement in any other court. Each of the parties waives any defense of inconvenient forum to the maintenance of any action or proceeding so brought and waives any bond, surety or other security that might be required of any other party with respect thereto. Each party agrees that service of summons and complaint or any other process that might be served in any action or proceeding may be made on such party by sending or delivering a copy of the process to the party to be served at the address of the party and in the manner provided for the giving of notices in Section 10.4above-described courts. Nothing in this Section 10.2, however, contained herein shall affect limit the right of any party the Agent or the Lenders to serve legal process in any other manner permitted by Law. Each party agrees that a final, non-appealable judgment in law or limit the right of the Agent or the Lenders to commence any such action or proceeding so brought in the courts of any other jurisdiction. Any judicial proceeding by any Borrower or any Guarantor against the Agent or any Lender involving this Amendment shall be conclusive and may be enforced by suit on brought only in a court in Wayne County, Michigan or federal court located within the judgment or in any other manner provided by Law.Eastern Dixxxxxt of Michigan. [signatures next page]

WAIVER OF JURY TRIAL; CONSENT TO JURISDICTION. (a) Each of the parties hereto hereby irrevocably acknowledges and consents that any legal action or proceeding brought with respect to this Agreement or any of the obligations arising under or relating to this Agreement may only be brought in the courts of the State of Delaware or in the United States District Court for the District of Delaware (collectively, the “Chosen Courts”) and each of the parties hereto hereby irrevocably submits to and accepts with regard to any such action or proceeding, for itself and in respect of its properly, generally and unconditionally, the exclusive jurisdiction of the Chosen Courts. Each party hereby further irrevocably waives any claim that any Chosen Court lacks jurisdiction over such party, and agrees not to plead or claim, in any legal action or proceeding with respect to this Agreement or the transactions contemplated hereby brought in the Chosen Courts, that any such court lacks jurisdiction over such party. (b) Each party irrevocably consents to the service of process in any legal action or proceeding brought with respect to this Agreement or any of the obligations arising under or relating to this Agreement by the mailing of copies thereof by registered or certified mail, postage prepaid, to such party, at its address for notices as provided in Section 8.6 of this Agreement, such service to become effective ten (10) days after such mailing. Each party hereby irrevocably waives any objection to such service of process and further irrevocably waives and agrees not to plead or claim in any action or proceeding commenced hereunder or under any other documents contemplated hereby, that service of process was in any way invalid or ineffective. Subject to Section 8.3(c), the foregoing shall not limit the rights of any party to serve process in any other manner permitted by applicable law. The foregoing consents to jurisdiction shall not constitute general consents to service of process in the State of Delaware for any purpose except as provided above and shall not be deemed to confer rights on any Person other than the respective parties to this Agreement. (c) Each of the parties hereto hereby waives any right it may have under the laws of any jurisdiction to commence by publication any legal action or proceeding with respect to this Agreement or any of the obligations under or relating to this Agreement. To the fullest extent permitted by applicable law, each of the parties hereto hereby irrevocably waives the objection which it may now or hereafter have to the laying of the venue of any suit, action or proceeding with respect to this Agreement or any of the obligations arising under or relating to this Agreement in any of the Chosen Courts, and hereby further irrevocably waives and agrees not to plead or claim that any such Chosen Court is not a convenient forum for any such suit, action or proceeding. (d) The parties hereto agree that any judgment obtained by any party hereto or its successors or assigns in any action, suit or proceeding referred to above may, in the discretion of such party (or its successors or assigns), be enforced in any jurisdiction, to the extent permitted by applicable law. (e) EACH PARTY HERETO IRREVOCABLY WAIVES, OF THE PARTIES HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY LAW, ALL APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY SUIT, ACTION OR PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH OF THE PARTIES (I) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY CLAIMOTHER PARTY HAS REPRESENTED, DEMAND, ACTION, CAUSE OF ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT, EQUITY EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY SUIT, ACTION OR PROCEEDING, SEEK TO ENFORCE THE FOREGOING WAIVER AND (II) ARISING OUT OF OR RELATING ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR BY, AMONG OTHER THINGS, THE ACTIONS OF THE PARTIES HERETO MUTUAL WAIVERS AND CERTIFICATIONS IN THE NEGOTIATION, PERFORMANCE OR ENFORCEMENT HEREOF. Each of the parties hereto (i) submits to the exclusive jurisdiction of any federal court sitting in the State of Delaware or the Delaware Court of Chancery, in any action or proceeding arising out of or relating to this Agreement, (ii) agrees that all claims in respect of such action or proceeding may be heard and determined in any such court and (iii) agrees not to bring any action or proceeding arising out of or relating to this Agreement in any other court. Each of the parties waives any defense of inconvenient forum to the maintenance of any action or proceeding so brought and waives any bond, surety or other security that might be required of any other party with respect thereto. Each party agrees that service of summons and complaint or any other process that might be served in any action or proceeding may be made on such party by sending or delivering a copy of the process to the party to be served at the address of the party and in the manner provided for the giving of notices in Section 10.4. Nothing in this Section 10.2, however, shall affect the right of any party to serve legal process in any other manner permitted by Law. Each party agrees that a final, non-appealable judgment in any action or proceeding so brought shall be conclusive and may be enforced by suit on the judgment or in any other manner provided by LawTHIS SECTION 8.3(e).

WAIVER OF JURY TRIAL; CONSENT TO JURISDICTION. (a) AS A SPECIFICALLY BARGAINED FOR INDUCEMENT FOR EACH OF THE PARTIES TO ENTER INTO THIS AGREEMENT (EACH PARTY HERETO IRREVOCABLY WAIVESHAVING HAD OPPORTUNITY TO CONSULT COUNSEL), TO EACH PARTY EXPRESSLY WAIVES THE FULLEST EXTENT PERMITTED BY LAW, ALL RIGHT TO TRIAL BY JURY IN ANY CLAIM, DEMAND, ACTION, CAUSE OF ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT, EQUITY OR OTHERWISE) ARISING OUT OF OR RELATING TO OR ARISING IN ANY WAY FROM THIS AGREEMENT AGREEMENT, ANY OTHER LOAN DOCUMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, TO THE ACTIONS OF THE PARTIES HERETO IN THE NEGOTIATIONEXTENT PERMITTED BY APPLICABLE LAW. (b) Subject to Section 9.12(a), PERFORMANCE OR ENFORCEMENT HEREOF. Each of the parties each party hereto hereby irrevocably and unconditionally: (i) submits for itself and its property in any legal action or proceeding relating to this Agreement and the other Loan Documents to which it is a party, or for recognition and enforcement of any judgment in respect thereof, to the exclusive general jurisdiction of any the state and federal court sitting in courts of the State of Delaware or the Delaware Court of ChanceryCalifornia located in Los Angeles County, in California, and appellate courts from any action or proceeding arising out of or relating to this Agreement, thereof; (ii) agrees consents that all claims in respect of any such action or proceeding may be heard brought in such courts and determined waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient forum and agrees not to plead or claim the same; (iii) agrees not to bring any action or proceeding arising out of or relating to this Agreement in any other court. Each of the parties waives any defense of inconvenient forum to the maintenance of any action or proceeding so brought and waives any bond, surety or other security that might be required of any other party with respect thereto. Each party agrees that service of summons and complaint or any other process that might be served in any such action or proceeding may be made on such party effected by sending or delivering mailing a copy thereof by registered or certified mail (or any substantially similar form of the process mail), postage prepaid, to the any party to be served at the its address of the party and in the manner provided for the giving of notices set forth in Section 10.4. Nothing in this Section 10.2, however, 9.02; (iv) agrees that nothing herein shall affect the right to effect service of any party to serve legal process in any other manner permitted by Law. Each party agrees that a final, non-appealable judgment law or shall limit the right to xxx in any other jurisdiction; and (v) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding so brought shall be conclusive referred to in this subsection any punitive damages. Notwithstanding any provision in this Section 9.12 to the contrary, the Borrower agrees that the Agent and may be enforced by suit on the judgment or Lenders retain the right to serve process in any other manner provided permitted by Lawlaw or to bring proceedings against the Borrower or any of its Subsidiaries in the courts of any other jurisdiction in connection with the exercise of any rights in respect of any the Collateral or in respect of any Loan Document purporting to xxxxx x Xxxx or the enforcement of any judgment or in connection with the enforcement of the Warrants or the Registration Rights Agreement.

WAIVER OF JURY TRIAL; CONSENT TO JURISDICTION. EACH PARTY HERETO OF THE COMPANY, THE GUARANTORS AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY CLAIM, DEMAND, ACTION, CAUSE OF ACTION, LEGAL PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT, EQUITY OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT FIRST LIEN INDENTURE, THE FIRST LIEN NOTES, THE NOTE GUARANTEES OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THE ACTIONS OF THE PARTIES HERETO IN THE NEGOTIATIONHEREBY. Any legal suit, PERFORMANCE OR ENFORCEMENT HEREOF. Each of the parties hereto (i) submits to the exclusive jurisdiction of any federal court sitting in the State of Delaware or the Delaware Court of Chancery, in any action or proceeding arising out of or relating based upon this First Lien Indenture or the transactions contemplated hereby may be instituted in the federal courts of the United States of America located in the City of New York or the courts of the State of New York in each case located in the City of New York (collectively, the “Specified Courts”), and each party irrevocably submits to this Agreement, (ii) agrees that all claims in respect the non-exclusive jurisdiction of such action or proceeding may be heard and determined courts in any such court suit, action or proceeding. Service of any process, summons, notice or document by mail (to the extent allowed under any applicable statute or rule of court) to such party’s address set forth above shall be effective service of process for any suit, action or other proceeding brought in any such court. The parties irrevocably and (iii) agrees unconditionally waive any objection to the laying of venue of any suit, action or other proceeding in the Specified Courts and irrevocably and unconditionally waive and agree not to bring plead or claim any such suit, action or other proceeding arising out of or relating to this Agreement has been brought in any other court. Each of the parties waives any defense of an inconvenient forum to the maintenance of any action or proceeding so brought and waives any bond, surety or other security that might be required of any other party with respect thereto. Each party agrees that service of summons and complaint or any other process that might be served in any action or proceeding may be made on such party by sending or delivering a copy of the process to the party to be served at the address of the party and in the manner provided for the giving of notices in Section 10.4. Nothing in this Section 10.2, however, shall affect the right of any party to serve legal process in any other manner permitted by Law. Each party agrees that a final, non-appealable judgment in any action or proceeding so brought shall be conclusive and may be enforced by suit on the judgment or in any other manner provided by Lawforum.

WAIVER OF JURY TRIAL; CONSENT TO JURISDICTION. EACH PARTY OF THE PARTIES HERETO IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ALL EXPRESSLY WAIVES ITS OR HIS RIGHT TO A JURY TRIAL BY JURY IN WITH RESPECT TO ANY CLAIMSUIT, DEMAND, ACTION, CAUSE OF ACTION, LITIGATION OR OTHER JUDICIAL PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT, EQUITY OR OTHERWISE) ARISING OUT OF OR RELATING TO REGARDING THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY DISPUTE HEREUNDER OR THE ACTIONS OF THE PARTIES HERETO IN THE NEGOTIATION, PERFORMANCE OR ENFORCEMENT HEREOFRELATING HERETO. Each of the parties hereto Parties agrees that any action or other proceeding commenced or instituted by, in the name of or on behalf of Dunaxxxx, Xxodxxx X.X. or Brodxxx (ixx anyone claiming by or through Dunaxxxx, Xxodxxx X.X. or Brodxxx) xxlating to this Agreement or any dispute hereunder shall be determined before the state or federal courts situated in Miami, Florida, which courts shall have exclusive jurisdiction over and with respect to any such action or other proceeding, and each of the Parties hereby irrevocably submits to the exclusive jurisdiction of such courts with respect to any federal court sitting in such action or other proceeding. Each of the State of Delaware or the Delaware Court of Chancery, in Parties agrees that any action or other proceeding arising out commenced instituted by, in the name of or relating to this Agreement, on behalf of HSNS (iior anyone claiming by or through HSNS) agrees that all claims in respect of such action or proceeding may be heard and determined in any such court and (iii) agrees not to bring any action or proceeding arising out of or relating to this Agreement or any dispute hereunder shall be determined before the state or federal courts situated in Miami, Florida, which courts shall have exclusive jurisdiction over and with respect to any such action or other courtproceeding, and each of the Parties hereby irrevocably submits to the jurisdiction of such courts with respect to any such action or other proceeding. Each of the parties waives Party hereby agrees not to raise any defense or objection, under the theory of inconvenient forum non conviens or otherwise, with respect to the maintenance jurisdiction of any action or proceeding so brought and waives such court as contemplated by the two immediately preceding sentence. In addition to such other method as may available under applicable law, each Party agrees that any bondsummons, surety complaint or other security that might papers or process in connection with any such dispute may be required served on it or him by being mailed to it or him at its or his respective address set forth at the head of this Agreement (or at such more current address of which the Party serving such any other party with respect thereto. Each party agrees that service of summons and summons, complaint or any other papers or process that might be served in any action has received written notice from the other Party) if mailed by both registered or proceeding may be made on such party certified mail, return receipt requested, and by sending or delivering a copy of the process to the party to be served at the address of the party and in the manner provided for the giving of notices in Section 10.4. Nothing in this Section 10.2, however, shall affect the right of any party to serve legal process in any other manner permitted by Law. Each party agrees that a final, non-appealable judgment in any action or proceeding so brought shall be conclusive and may be enforced by suit on the judgment or in any other manner provided by Lawregular first class mail.

WAIVER OF JURY TRIAL; CONSENT TO JURISDICTION. EACH PARTY HERETO IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ALL RIGHT TO TRIAL BY JURY IN ANY CLAIM, DEMAND, ACTION, CAUSE OF ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT, EQUITY OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THE ACTIONS OF THE PARTIES HERETO IN THE NEGOTIATION, PERFORMANCE OR ENFORCEMENT HEREOF. Each of the parties hereto (ia) submits to the exclusive jurisdiction of any federal court sitting in the courts of the State of Delaware or the Delaware Court of Chancery, in any action or proceeding Proceeding arising out of or relating to this Agreement, (iib) agrees that all claims in respect of such action or proceeding Proceeding may be heard and determined in any such court and (iiic) agrees not to bring any action or proceeding Proceeding arising out of or relating to this Agreement in any other court. Each of the parties waives any defense of inconvenient forum to the maintenance of any action or proceeding Proceeding so brought and waives any bond, surety or other security that might be required of any other party with respect thereto. Each party agrees that service of summons and complaint or any other process that might be served in any action or proceeding Proceeding may be made on such party by sending or delivering a copy of the process to the party to be served at the address of the party and in the manner provided for the giving of notices in Section 10.49.7. Nothing in this Section 10.29.3, however, shall affect the right of any party to serve legal process in any other manner permitted by Law. Each party agrees that a final, non-appealable judgment in any action or proceeding Proceeding so brought shall be conclusive and may be enforced by suit on the judgment or in any other manner provided by Law.

WAIVER OF JURY TRIAL; CONSENT TO JURISDICTION. EACH PARTY HERETO OF THE COMPANY, THE GUARANTORS AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY CLAIM, DEMAND, ACTION, CAUSE OF ACTION, LEGAL PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT, EQUITY OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT THIRD LIEN EXCHANGEABLE NOTES INDENTURE, THE THIRD LIEN EXCHANGEABLE NOTES, THE NOTE GUARANTEES OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THE ACTIONS OF THE PARTIES HERETO IN THE NEGOTIATIONHEREBY. Any legal suit, PERFORMANCE OR ENFORCEMENT HEREOF. Each of the parties hereto (i) submits to the exclusive jurisdiction of any federal court sitting in the State of Delaware or the Delaware Court of Chancery, in any action or proceeding arising out of or relating based upon this Third Lien Exchangeable Notes Indenture or the transactions contemplated hereby may be instituted in the federal courts of the United States of America located in the City of New York or the courts of the State of New York in each case located in the City of New York (collectively, the “Specified Courts”), and each party irrevocably submits to this Agreement, (ii) agrees that all claims in respect the non-exclusive jurisdiction of such action or proceeding may be heard and determined courts in any such court suit, action or proceeding. Service of any process, summons, notice or document by mail (to the extent allowed under any applicable statute or rule of court) to such party’s address set forth above shall be effective service of process for any suit, action or other proceeding brought in any such court. The parties irrevocably and (iii) agrees unconditionally waive any objection to the laying of venue of any suit, action or other proceeding in the Specified Courts and irrevocably and unconditionally waive and agree not to bring plead or claim any such suit, action or other proceeding arising out of or relating to this Agreement has been brought in any other court. Each of the parties waives any defense of an inconvenient forum to the maintenance of any action or proceeding so brought and waives any bond, surety or other security that might be required of any other party with respect thereto. Each party agrees that service of summons and complaint or any other process that might be served in any action or proceeding may be made on such party by sending or delivering a copy of the process to the party to be served at the address of the party and in the manner provided for the giving of notices in Section 10.4. Nothing in this Section 10.2, however, shall affect the right of any party to serve legal process in any other manner permitted by Law. Each party agrees that a final, non-appealable judgment in any action or proceeding so brought shall be conclusive and may be enforced by suit on the judgment or in any other manner provided by Lawforum.

WAIVER OF JURY TRIAL; CONSENT TO JURISDICTION. (a) Each of the parties hereto hereby irrevocably acknowledges and consents that any legal action or proceeding brought with respect to this Agreement or any of the obligations arising under or relating to this Agreement may only be brought in the courts of the State of Delaware or in the United States District Court for the District of Delaware (collectively, the “Chosen Courts”), and each of the parties hereto hereby irrevocably submits to and accepts with regard to any such action or proceeding, for itself and in respect of its property, generally and unconditionally, the exclusive jurisdiction of the Chosen Courts. Each party hereby further irrevocably waives any claim that any Chosen Court lacks jurisdiction over such party, and agrees not to plead or claim, in any legal action or proceeding with respect to this Agreement or the transactions contemplated hereby brought in the Chosen Courts, that any such court lacks jurisdiction over such party. (b) Each party irrevocably consents to the service of process in any legal action or proceeding brought with respect to this Agreement or any of the obligations arising under or relating to this Agreement by the mailing of copies thereof by registered or certified mail, postage prepaid, to such party, at its address for notices as provided in Section 5.5 of this Agreement, such service to become effective ten (10) days after such mailing. Each party hereby irrevocably waives any objection to such service of process and further irrevocably waives and agrees not to plead or claim in any action or proceeding commenced hereunder or under any other documents contemplated hereby, that service of process was in any way invalid or ineffective. Subject to Section 5.2(c), the foregoing shall not limit the rights of any party to serve process in any other manner permitted by applicable law. The foregoing consents to jurisdiction shall not constitute general consents to service of process in the State of Delaware for any purpose except as provided above and shall not be deemed to confer rights on any Person other than the respective parties to this Agreement. (c) Each of the parties hereto hereby waives any right it may have under the laws of any jurisdiction to commence by publication any legal action or proceeding with respect to this Agreement or any of the obligations under or relating to this Agreement. To the fullest extent permitted by applicable law, each of the parties hereto hereby irrevocably waives the objection which it may now or hereafter have to the laying of the venue of any suit, action or proceeding with respect to this Agreement or any of the obligations arising under or relating to this Agreement in any of the Chosen Courts, and hereby further irrevocably waives and agrees not to plead or claim that any such Chosen Court is not a convenient forum for any such suit, action or proceeding. (d) The parties hereto agree that any judgment obtained by any party hereto or its successors or assigns in any action, suit or proceeding referred to above may, in the discretion of such party (or its successors or assigns), be enforced in any jurisdiction, to the extent permitted by applicable law. (e) EACH PARTY HERETO IRREVOCABLY WAIVES, OF THE PARTIES HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY LAW, ALL APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY SUIT, ACTION OR PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH OF THE PARTIES (I) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY CLAIMOTHER PARTY HAS REPRESENTED, DEMAND, ACTION, CAUSE OF ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT, EQUITY EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY SUIT, ACTION OR PROCEEDING, SEEK TO ENFORCE THE FOREGOING WAIVER AND (II) ARISING OUT OF OR RELATING ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR BY, AMONG OTHER THINGS, THE ACTIONS OF THE PARTIES HERETO MUTUAL WAIVERS AND CERTIFICATIONS IN THE NEGOTIATION, PERFORMANCE OR ENFORCEMENT HEREOF. Each of the parties hereto (i) submits to the exclusive jurisdiction of any federal court sitting in the State of Delaware or the Delaware Court of Chancery, in any action or proceeding arising out of or relating to this Agreement, (ii) agrees that all claims in respect of such action or proceeding may be heard and determined in any such court and (iii) agrees not to bring any action or proceeding arising out of or relating to this Agreement in any other court. Each of the parties waives any defense of inconvenient forum to the maintenance of any action or proceeding so brought and waives any bond, surety or other security that might be required of any other party with respect thereto. Each party agrees that service of summons and complaint or any other process that might be served in any action or proceeding may be made on such party by sending or delivering a copy of the process to the party to be served at the address of the party and in the manner provided for the giving of notices in Section 10.4. Nothing in this Section 10.2, however, shall affect the right of any party to serve legal process in any other manner permitted by Law. Each party agrees that a final, non-appealable judgment in any action or proceeding so brought shall be conclusive and may be enforced by suit on the judgment or in any other manner provided by LawTHIS SECTION 5.2(E).

WAIVER OF JURY TRIAL; CONSENT TO JURISDICTION. EACH PARTY HERETO OF THE COMPANY, THE GUARANTORS AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY CLAIM, DEMAND, ACTION, CAUSE OF ACTION, LEGAL PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT, EQUITY OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT SECOND LIEN EXCHANGEABLE NOTES INDENTURE, THE SECOND LIEN EXCHANGEABLE NOTES, THE NOTE GUARANTEES OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THE ACTIONS OF THE PARTIES HERETO IN THE NEGOTIATIONHEREBY. Any legal suit, PERFORMANCE OR ENFORCEMENT HEREOF. Each of the parties hereto (i) submits to the exclusive jurisdiction of any federal court sitting in the State of Delaware or the Delaware Court of Chancery, in any action or proceeding arising out of or relating based upon this Second Lien Exchangeable Notes Indenture or the transactions contemplated hereby may be instituted in the federal courts of the United States of America located in the City of New York or the courts of the State of New York in each case located in the City of New York (collectively, the “Specified Courts”), and each party irrevocably submits to this Agreement, (ii) agrees that all claims in respect the non-exclusive jurisdiction of such action or proceeding may be heard and determined courts in any such court suit, action or proceeding. Service of any process, summons, notice or document by mail (to the extent allowed under any applicable statute or rule of court) to such party’s address set forth above shall be effective service of process for any suit, action or other proceeding brought in any such court. The parties irrevocably and (iii) agrees unconditionally waive any objection to the laying of venue of any suit, action or other proceeding in the Specified Courts and irrevocably and unconditionally waive and agree not to bring plead or claim any such suit, action or other proceeding arising out of or relating to this Agreement has been brought in any other court. Each of the parties waives any defense of an inconvenient forum to the maintenance of any action or proceeding so brought and waives any bond, surety or other security that might be required of any other party with respect thereto. Each party agrees that service of summons and complaint or any other process that might be served in any action or proceeding may be made on such party by sending or delivering a copy of the process to the party to be served at the address of the party and in the manner provided for the giving of notices in Section 10.4. Nothing in this Section 10.2, however, shall affect the right of any party to serve legal process in any other manner permitted by Law. Each party agrees that a final, non-appealable judgment in any action or proceeding so brought shall be conclusive and may be enforced by suit on the judgment or in any other manner provided by Lawforum.

WAIVER OF JURY TRIAL; CONSENT TO JURISDICTION. EACH PARTY OF THE PARTIES HERETO IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ALL EXPRESSLY WAIVES ITS RIGHT TO A JURY TRIAL BY JURY IN WITH RESPECT TO ANY CLAIMSUIT, DEMAND, ACTION, CAUSE OF ACTION, LITIGATION OR OTHER JUDICIAL PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT, EQUITY OR OTHERWISE) ARISING OUT OF OR RELATING TO REGARDING THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY DISPUTE HEREUNDER OR THE ACTIONS OF THE PARTIES HERETO IN THE NEGOTIATIONRELATING HERETO. This Agreement shall be governed by, PERFORMANCE OR ENFORCEMENT HEREOFinterpreted under and construed in accordance with the internal laws of the State of North Carolina applicable to contracts executed and to be performed wholly in that State without giving effect to the choice or conflict of laws principles or provisions thereof. Each of the parties hereto (i) Parties agrees that any dispute under or with respect to this Agreement shall be determined before the state or federal courts situated in Raleigh, North Carolina, which courts shall have exclusive jurisdiction over and with respect to any such dispute, and each of the Parties hereby irrevocably submits to the exclusive jurisdiction of such courts. Each Party hereby agrees not to raise any defense or objection, under the theory of forum non conviens or otherwise, with respect to the jurisdiction of any federal court sitting in the State of Delaware or the Delaware Court of Chancerysuch court. In addition to such other method as may available under applicable law, in any action or proceeding arising out of or relating to this Agreement, (ii) each Party agrees that all claims any summons, complaint or other papers or process in respect of connection with any such action or proceeding dispute may be heard and determined in served on it by being mailed to it at its respective address set forth at the head of this Agreement (or at such more current address of which the Party serving any such court and (iii) agrees not to bring any action or proceeding arising out of or relating to this Agreement in any other court. Each of the parties waives any defense of inconvenient forum to the maintenance of any action or proceeding so brought and waives any bondsummons, surety complaint or other security that might be required of any papers or process has received written notice from the other party with respect thereto. Each party agrees that service of summons and Party to which such summons, complaint or any other papers or process that might be served in any action is being addressed) if mailed by both registered or proceeding may be made on such party certified mail, return receipt requested, and by sending or delivering a copy of the process to the party to be served at the address of the party and in the manner provided for the giving of notices in Section 10.4. Nothing in this Section 10.2, however, shall affect the right of any party to serve legal process in any other manner permitted by Law. Each party agrees that a final, non-appealable judgment in any action or proceeding so brought shall be conclusive and may be enforced by suit on the judgment or in any other manner provided by Lawregular first class mail.

WAIVER OF JURY TRIAL; CONSENT TO JURISDICTION. (a) EACH PARTY HERETO IRREVOCABLY WAIVES, OF THE PARTIES AGREES TO THE FULLEST EXTENT PERMITTED BY LAW, ALL RIGHT WAIVE ITS RESPECTIVE RIGHTS TO A JURY TRIAL BY JURY IN CONNECTION WITH ANY CLAIM, DEMAND, ACTION, CAUSE OF ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT, EQUITY OR OTHERWISE) ARISING OUT OF OR RELATING MATTER RELATED TO THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THE ACTIONS OF THE PARTIES HERETO IN THE NEGOTIATION, PERFORMANCE OR ENFORCEMENT HEREOFTRANSACTIONS. EACH PARTY FURTHER REPRESENTS AND WARRANTS THAT IT HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL AND THAT IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. (b) Each of the parties hereto (i) submits Party agrees to submit itself/himself to the sole and exclusive jurisdiction of any the federal court sitting or state courts located in the State of Delaware or the Delaware Court of Chancery, New York County in any action controversy, claim or proceeding arising out of dispute related to the Transaction Documents or any agreement or instrument contemplated thereby. Each Party hereby irrevocably and unconditionally agrees not to commence any Action relating to this Agreementsuch a controversy, (ii) agrees claim or dispute except in such courts and that all claims in respect of such action controversy, claim or proceeding may dispute will be heard and determined in such courts (and the courts hearing appeals from such courts). 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 and (iii) agrees not to bring any action or proceeding arising out of or relating to this Agreement in any other court. Each of the parties waives any defense of inconvenient forum to the maintenance of any action or proceeding so brought and waives any bond, surety or other security that might be required of any other party with respect theretoin connection therewith. Each party agrees that service of summons and complaint or any other process that might be served in any action or proceeding may be made on such party by sending or delivering a copy of the process to the party to be served at the address of the party and in the manner provided for the giving of notices in Section 10.4. Nothing in this Section 10.2, however, shall affect the right of any party to serve legal process in any other manner permitted by Law. Each party agrees The Parties agree that a final, non-appealable final judgment in any action controversy, claim or proceeding so brought shall dispute will be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each Party further agrees that service of process in any action related to the Transaction Documents may, among other methods, be served upon the Parties by delivering or mailing such process in accordance with Section 12.5; any such delivery or mailing of service shall be deemed to have the same force and effect as personal service within the State of New York. Nothing contained in this Section 12.10 shall preclude any Buyer from joining the Company or Subsidiary of the Company in an action brought by another Person against any Buyer in any jurisdiction, although any Buyer’s failure to join the Company in any such action in one instance shall not constitute a waiver of any of the Buyer’s rights with respect thereto or with respect to any subsequent action brought by a third party against any Buyer. Nothing contained herein shall constitute a waiver of any other remedies available to any Buyer.

WAIVER OF JURY TRIAL; CONSENT TO JURISDICTION. EACH PARTY HERETO IRREVOCABLY WAIVES, TO OF THE FULLEST EXTENT PERMITTED BY LAW, ALL PARTIES EXPRESSLY WAIVES ITS OR HIS RIGHT TO A JURY TRIAL BY JURY IN WITH RESPECT TO ANY CLAIMSUIT, DEMAND, ACTION, CAUSE OF ACTION, LITIGATION OR OTHER JUDICIAL PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT, EQUITY OR OTHERWISE) ARISING OUT OF OR RELATING TO REGARDING THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY COLLATERAL DOCUMENT OR THE ACTIONS OF THE PARTIES ANY DISPUTE HEREUNDER OR THEREUNDER OR RELATING HERETO IN THE NEGOTIATIONOR THERETO. This Agreement and each of the Collateral Documents shall be governed by, PERFORMANCE OR ENFORCEMENT HEREOFinterpreted under and construed in accordance with the internal laws of the State of New York applicable to contracts executed and to be performed wholly within that State without giving effect to the choice or conflict of laws principles or provisions thereof, except to the extent any provision hereof or thereof must be governed by, interpreted under or construed in accordance with the laws of the State of Delaware. Each of the parties hereto Parties agrees that any dispute under or with respect to this Agreement or any of the Collateral Documents shall (isubject to Section 10.14 below) be determined before the state or federal courts situated in the City, County and State of New York, which courts shall have exclusive jurisdiction over and with respect to any such dispute, and each of the Parties hereby irrevocably submits to the exclusive jurisdiction of such courts. Each Party hereby agrees not to raise any defense or objection, under the theory of forum non conveniens or otherwise, with respect to the jurisdiction of any federal court sitting such court. In addition to such other method as may available under applicable law, each Party agrees that any summons, complaint or other papers or process in connection with any such dispute (including any dispute contemplated by Section 10.14 below) may be served on it or him in the State of Delaware or the Delaware Court of Chancery, same manner in any action or proceeding arising out of or relating to this Agreement, (ii) agrees that all claims in respect of such action or proceeding which a Notice may be heard and determined in any such court and (iii) agrees not given to bring any action it or proceeding arising out of or relating him pursuant to this Agreement in any other court. Each of the parties waives any defense of inconvenient forum to the maintenance of any action or proceeding so brought and waives any bond, surety or other security that might be required of any other party with respect thereto. Each party agrees that service of summons and complaint or any other process that might be served in any action or proceeding may be made on such party by sending or delivering a copy of the process to the party to be served at the address of the party and in the manner provided for the giving of notices in Section 10.4. Nothing in this Section 10.2, however, shall affect the right of any party to serve legal process in any other manner permitted by Law. Each party agrees that a final, non-appealable judgment in any action or proceeding so brought shall be conclusive and may be enforced by suit on the judgment or in any other manner provided by Law10.2 above.