Common use of Waiver of Jury Trial; Submission to Jurisdiction Clause in Contracts

Waiver of Jury Trial; Submission to Jurisdiction. TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY HERETO, AND EACH CERTIFICATEHOLDER, BY ITS ACCEPTANCE OF A TRUST CERTIFICATE, IRREVOCABLY WAIVES ALL RIGHT OF TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BASED ON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT, OR ANY MATTER ARISING HEREUNDER OR THEREUNDER WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE. Each party hereto submits for itself and its property to the non-exclusive general jurisdiction of the courts of the State of Delaware, the federal courts of the United States of America for the District of Delaware and appellate courts from any thereof with respect to any suit, action or proceeding arising out of or in connection with this Agreement or the transactions contemplated hereby, and each of the parties hereby irrevocably waives any objection which it may now or hereafter have to the laying of the venue of any suit, action or proceeding in any of those courts. Each of the parties hereto unconditionally agrees that, to the extent such party is not otherwise subject to service of process in the State of Delaware, to appoint and maintain an agent in the State of Delaware as such party’s agent for acceptance of legal process.

Waiver of Jury Trial; Submission to Jurisdiction. (a) EACH OF THE ISSUERS, HOLDINGS, INTERMEDIATE HOLDINGS, THE NOTE GUARANTORS, THE HOLDERS, THE TRUSTEE AND THE COLLATERAL AGENT HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY HERETO, ANY AND EACH CERTIFICATEHOLDER, BY ITS ACCEPTANCE OF A TRUST CERTIFICATE, IRREVOCABLY WAIVES ALL RIGHT OF TO TRIAL BY JURY IN ANY ACTION, LEGAL PROCEEDING OR COUNTERCLAIM BASED ON, OR ARISING OUT OFOF OR RELATING TO THIS INDENTURE, UNDER THE NOTES, THE HOLDINGS GUARANTEE, THE INTERMEDIATE HOLDINGS GUARANTEE, THE NOTE GUARANTEES OR IN CONNECTION WITH THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT, OR ANY MATTER ARISING HEREUNDER OR THEREUNDER WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE. Each party hereto submits for itself and its property THE TRANSACTIONS CONTEMPLATED HEREBY. (b) The parties irrevocably submit to the non-exclusive general jurisdiction of any New York State or federal court sitting in the courts Borough of the State Manhattan, City of DelawareNew York, the federal courts of the United States of America for the District of Delaware and appellate courts from any thereof with respect to over any suit, action or proceeding arising out of or in connection with relating to this Agreement or Indenture. To the transactions contemplated herebyfullest extent permitted by applicable law, and each of the parties hereby irrevocably waives waive and agree not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection which that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any of those courts. Each of the parties hereto unconditionally agrees thatsuch court and any claim that any such suit, to the extent action or proceeding brought in any such party is not otherwise subject to service of process court has been brought in the State of Delaware, to appoint and maintain an agent in the State of Delaware as such party’s agent for acceptance of legal processinconvenient forum.