Common use of Consent to Jurisdiction Clause in Contracts

Consent to Jurisdiction. Each of the parties hereto (a) irrevocably consents to the service of the summons and complaint and any other process in any action or proceeding relating to the transactions contemplated by this Agreement, for and on behalf of itself or any of its properties or assets, in accordance with Section 11.2 or in such other manner as may be permitted by applicable Law, and nothing in this Section 11.9 shall affect the right of any party to serve legal process in any other manner permitted by applicable Law; (b) irrevocably and unconditionally consents and submits itself and its properties and assets in any action or proceeding to the exclusive jurisdiction of 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) in the event any dispute or controversy arises out of this Agreement or the transactions contemplated hereby, or for recognition and enforcement of any judgment in respect thereof; (c) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (d) agrees that any actions or proceedings arising in connection with this Agreement or the transactions contemplated hereby shall be brought, tried and determined only in 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); (e) 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 court and agrees not to plead or claim the same; and (f) agrees that it will not bring any action relating to this Agreement or the transactions contemplated hereby in any court other than the aforesaid courts. Each of Parent, Acquisition Sub and the Company agrees that a final judgment in any action or proceeding in such courts as provided above shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable law.

Consent to Jurisdiction. Each of the parties hereto Parties (ai) irrevocably consents to the service of the summons and complaint and any other process (whether inside or outside the territorial jurisdiction of the Chosen Courts) in any action Legal Proceeding arising out of this Agreement or proceeding relating to the transactions contemplated by this Agreementhereby, for and on behalf of itself or any of its properties or assets, in accordance with Section 11.2 15 or in such other manner as may be permitted by applicable Law, and nothing in this Section 11.9 shall 16(b) will affect the right of any party Party to serve legal process in any other manner permitted by applicable Law; (bii) irrevocably and unconditionally consents and submits itself and its properties and assets in any action or proceeding Legal Proceeding to the exclusive general jurisdiction of the Court of Chancery of the State of Delaware and any state appellate court therefrom within 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 state or federal court within the State of Delaware) (the “Chosen Courts”) in the event that any dispute or controversy arises out of this Agreement or the transactions contemplated hereby, or for recognition and enforcement of any judgment in respect thereof; (ciii) agrees that it will shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (div) agrees that any actions or proceedings Legal Proceeding arising in connection with this Agreement or the transactions contemplated hereby shall be brought, tried and determined only in 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)Chosen Courts; (ev) waives any objection that it may now or hereafter have to the venue of any such action or proceeding Legal Proceeding in any such court the Chosen Courts or that such action or proceeding Legal Proceeding was brought in an inconvenient court and agrees not to plead or claim the same; and (fvi) agrees that it will shall not bring any action Legal Proceeding relating to this Agreement or the transactions contemplated hereby in any court other than the aforesaid courtsChosen Courts. Each of Parent, Acquisition Sub and the Company Parties agrees that a final judgment in any action or proceeding Legal Proceeding in such courts as provided above shall the Chosen Courts will be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable lawLaw.

Consent to Jurisdiction. Each of the parties hereto (a) The Borrower irrevocably consents submits to the service of the summons and complaint and any other process in any action or proceeding relating to the transactions contemplated by this Agreement, for and on behalf of itself or any of its properties or assets, in accordance with Section 11.2 or in such other manner as may be permitted by applicable Law, and nothing in this Section 11.9 shall affect the right of any party to serve legal process in any other manner permitted by applicable Law; (b) irrevocably and unconditionally consents and submits itself and its properties and assets in any action or proceeding to the non-exclusive jurisdiction of the Court of Chancery courts of the State of Delaware (orNew York, only if New York County and the Court of Chancery courts of the State of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware) US located in the event any dispute or controversy arises out Southern District of this Agreement or the transactions contemplated hereby, or for recognition New York and enforcement of any judgment in respect thereof; (c) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (d) agrees that any actions or proceedings arising in connection with this Agreement or the transactions contemplated hereby shall be broughtlegal action, tried and determined only in 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); (e) waives any objection that it may now or hereafter have to the venue of any such action suit or proceeding in any such court arising out of or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same; and (f) agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated hereby other Credit Documents may be brought against such party in any court other than the aforesaid such courts. Each of Parent, Acquisition Sub and Final judgment against the Company agrees that a final judgment Borrower in any action such action, suit or proceeding in such courts as provided above shall be conclusive and may be enforced in any other jurisdictions jurisdiction by suit on the judgment judgment, a certified or exemplified copy of which shall be conclusive evidence of the judgment, or in any other manner provided by law. Nothing in this Section 8.11 shall affect the right of the Administrative Agent or any Lender to commence legal proceedings or otherwise xxx the Borrower in any other appropriate jurisdiction, or concurrently in more than one jurisdiction, or to serve process, pleadings and other papers upon the Borrower in any manner authorized by the laws of any such jurisdiction. The Borrower agrees that process served either personally or by registered mail shall, to the extent permitted by law, constitute adequate service of process in any such suit. The Borrower irrevocably waives to the fullest extent permitted by applicable lawlaw (a) any objection which it may have now or in the future to the laying of the venue of any such action, suit or proceeding in any court referred to in the first sentence above; (b) any claim that any such action, suit or proceeding has been brought in an inconvenient forum; (c) its right of removal of any matter commenced by any other party in the courts of the State of New York to any court of the US; (d) any immunity which it or its assets may have in respect of its obligations under this Agreement or any other Credit Document from any suit, execution, attachment (whether provisional or final, in aid of execution, before judgment or otherwise) or other legal process; and (e) any right it may have to require the moving party in any suit, action or proceeding brought in any of the courts referred to above arising out of or in connection with this Agreement or any other Credit Document to post security for the costs of the Borrower or to post a bond or to take similar action.

Consent to Jurisdiction. Each of the parties agrees that all actions, suits or proceedings arising out of or based upon this Agreement or the subject matter hereof shall be brought and maintained exclusively in the federal and state courts of the State of New York. Each of the parties hereto by execution hereof (ai) hereby irrevocably consents submits to the service of the summons and complaint and any other process in any action or proceeding relating to the transactions contemplated by this Agreement, for and on behalf of itself or any of its properties or assets, in accordance with Section 11.2 or in such other manner as may be permitted by applicable Law, and nothing in this Section 11.9 shall affect the right of any party to serve legal process in any other manner permitted by applicable Law; (b) irrevocably and unconditionally consents and submits itself and its properties and assets in any action or proceeding to the exclusive jurisdiction of the Court of Chancery of federal and state courts in the State of Delaware (orNew York for the purpose of any action, 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) in the event any dispute suit or controversy arises proceeding arising out of or based upon this Agreement or the transactions contemplated herebysubject matter hereof and (ii) hereby waives to the extent not prohibited by applicable law, and agrees not to assert, by way of motion, as a defense or otherwise, in any such action, suit or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that it is immune from extraterritorial injunctive relief or other injunctive relief, that its property is exempt or immune from attachment or execution, that any such action, suit or proceeding may not be brought or maintained in one of the above-named courts, that any such action, suit or proceeding brought or maintained in one of the above-named courts should be dismissed on grounds of forum non conveniens, should be transferred to any court other than one of the above-named courts, should be stayed by virtue of the pendency of any other action, suit or proceeding in any court other than one of the above-named courts, or for recognition and enforcement of any judgment in respect thereof; (c) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (d) agrees that any actions or proceedings arising in connection with this Agreement or the transactions contemplated hereby shall subject matter hereof may not be brought, tried and determined only enforced in the Court of Chancery or by any of the State of Delaware (or, only if the Court of Chancery above-named courts. Each of the State parties hereto hereby consents to service of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware); (e) waives any objection that it may now or hereafter have to the venue of process in any such suit, action or proceeding in any such court manner permitted by the laws of the State of New York, agrees that service of process by registered or that such action certified mail, return receipt requested, at the address specified in or proceeding was brought in an inconvenient court pursuant to Section 10 is reasonably calculated to give actual notice and waives and agrees not to plead assert by way of motion, as a defense or otherwise, in any such action, suit or proceeding any claim that service of process made in accordance with Section 10 does not constitute good and sufficient service of process. The provisions of this Section 7(b) shall not restrict the same; and (f) agrees that it will not bring ability of any action relating party to this Agreement or the transactions contemplated hereby enforce in any court other than any judgment obtained in a federal or state court of the aforesaid courts. Each State of Parent, Acquisition Sub and the Company agrees that a final judgment in any action or proceeding in such courts as provided above shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable lawNew York.

Consent to Jurisdiction. Each of the parties agrees that all actions, suits or proceedings arising out of or based upon this Agreement or the subject matter hereof shall be brought and maintained exclusively in the federal and state courts of the State of New York. Each of the parties hereto by execution hereof (ai) hereby irrevocably consents submits to the service of the summons and complaint and any other process in any action or proceeding relating to the transactions contemplated by this Agreement, for and on behalf of itself or any of its properties or assets, in accordance with Section 11.2 or in such other manner as may be permitted by applicable Law, and nothing in this Section 11.9 shall affect the right of any party to serve legal process in any other manner permitted by applicable Law; (b) irrevocably and unconditionally consents and submits itself and its properties and assets in any action or proceeding to the exclusive jurisdiction of the Court of Chancery of federal and state courts in the State of Delaware (orNew York for the purpose of any action, 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) in the event any dispute suit or controversy arises proceeding arising out of or based upon this Agreement or the transactions contemplated herebysubject matter hereof and (ii) hereby waives to the extent not prohibited by applicable law, and agrees not to assert, by way of motion, as a defense or otherwise, in any such action, suit or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that it is immune from extraterritorial injunctive relief or other injunctive relief, that its property is exempt or immune from attachment or execution, that any such action, suit or proceeding may not be brought or maintained in one of the above-named courts, that any such action, suit or proceeding brought or maintained in one of the above-named courts should be dismissed on grounds of forum non conveniens, should be transferred to any court other than one of the above-named courts, should be stayed by virtue of the pendency of any other action, suit or proceeding in any court other than one of the above-named courts, or for recognition and enforcement of any judgment in respect thereof; (c) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (d) agrees that any actions or proceedings arising in connection with this Agreement or the transactions contemplated hereby shall subject matter hereof may not be brought, tried and determined only enforced in the Court of Chancery or by any of the State of Delaware (or, only if the Court of Chancery above-named courts. Each of the State parties hereto hereby consents to service of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware); (e) waives any objection that it may now or hereafter have to the venue of process in any such suit, action or proceeding in any such court manner permitted by the laws of the State of New York, agrees that service of process by registered or that such action certified mail, return receipt requested, at the address specified in or proceeding was brought in an inconvenient court pursuant to Section 12 is reasonably calculated to give actual notice and waives and agrees not to plead assert by way of motion, as a defense or otherwise, in any such action, suit or proceeding any claim that service of process made in accordance with Section 12 does not constitute good and sufficient service of process. The provisions of this Section 7(b) shall not restrict the same; and (f) agrees that it will not bring ability of any action relating party to this Agreement or the transactions contemplated hereby enforce in any court other than any judgment obtained in a federal or state court of the aforesaid courts. Each State of Parent, Acquisition Sub and the Company agrees that a final judgment in any action or proceeding in such courts as provided above shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable lawNew York.

Consent to Jurisdiction. Each Guarantor and the Lender each irrevocably submits generally and unconditionally for itself and in respect of the parties hereto (a) irrevocably consents its property to the service nonexclusive jurisdiction of any state or federal court sitting in the summons and complaint and State of New York over any other process in any suit, action or proceeding arising out of, or relating to the transactions contemplated by to, this Agreement, for and on behalf of itself or any of its properties or assets, in accordance with Section 11.2 or in such other manner as may be permitted by applicable LawGuaranty, and nothing irrevocably agrees that all claims in this Section 11.9 shall affect the right respect of any party to serve legal process in any other manner permitted by applicable Law; (b) irrevocably and unconditionally consents and submits itself and its properties and assets in any such action or proceeding may be heard and determined in such state or federal court. Guarantor and the Lender each irrevocably waives, to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (orfullest extent permitted by law, 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) in the event any dispute or controversy arises out of this Agreement or the transactions contemplated hereby, or for recognition and enforcement of any judgment in respect thereof; (c) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (d) agrees that any actions or proceedings arising in connection with this Agreement or the transactions contemplated hereby shall be brought, tried and determined only in 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); (e) waives any objection that it they may now or hereafter have to the laying of venue of any such suit, action or proceeding brought in any such court, and any claims that any such suit, action or proceeding is brought in an inconvenient forum. Final judgment in any such suit, action or proceeding brought in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same; and (f) agrees that it will not bring any action relating to this Agreement or the transactions contemplated hereby in any court other than the aforesaid courts. Each of Parent, Acquisition Sub and the Company agrees that a final judgment in any action or proceeding in such courts as provided above shall be conclusive and binding upon each such party and may be enforced in other jurisdictions any court in which they are subject to jurisdiction, by a suit on upon such judgment provided that service of process is effected upon Guarantor as provided in the judgment Loan Documents or in any other manner provided as otherwise permitted by applicable lawLegal Requirements. Guarantor hereby releases, to the extent permitted by applicable Legal Requirements, all errors and all rights of exemption, appeal, stay of execution, inquisition, and other rights to which Guarantor may otherwise be entitled under the laws of the United States of America or of any state of possession of the United States of America now in force and which may hereinafter be enacted. The authority and power to appear for and enter judgment against Guarantor shall not be exhausted by one or more exercises thereof or by any imperfect exercise thereof and shall not be extinguished by any judgment entered pursuant thereto. Such authority may be exercised on one or more occasions or from time to time in the same or different jurisdiction as often as Lender shall deem necessary and desirable, for all of which this Guaranty shall be sufficient warrant.

Consent to Jurisdiction. Each of The Company and the parties hereto (a) Guarantor each ----------------------- irrevocably consents to the service of the summons and complaint and any other process in any action or proceeding relating to the transactions contemplated by this Agreement, for and on behalf of itself or any of its properties or assets, in accordance with Section 11.2 or in such other manner as may be permitted by applicable Law, and nothing in this Section 11.9 shall affect the right nonexclusive jurisdiction of any party to serve legal process in any other manner permitted by applicable Law; (b) irrevocably and unconditionally consents and submits itself and its properties and assets in any action or proceeding to the exclusive jurisdiction of the Court of Chancery court of the State of Delaware (orNew York or any United States Federal court sitting, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matterin each case, any federal court within the State of Delaware) in the event Borough of Manhattan, Xxx Xxxx xx Xxx Xxxx, Xxx Xxxx, Xxxxxx Xxxxxx of America, and any dispute or controversy arises out of this Agreement or the transactions contemplated hereby, or for recognition and enforcement of any judgment in respect thereof; (c) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave appellate court from any such court; (d) agrees thereof in any suit, action or proceeding that any actions or proceedings arising may be brought in connection with this Agreement Indenture, the Securities or the transactions contemplated hereby shall be broughtGuarantees, tried and determined only in waives any immunity from the Court jurisdiction of Chancery of such courts. The Company and the State of Delaware (orGuarantor each irrevocably waives, only if to the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matterfullest extent permitted by law, any federal court within the State of Delaware); (e) waives any objection that it may now or hereafter have to the venue of any such suit, action or proceeding that may be brought in such courts whether on the grounds of venue, residence or domicile or on the ground that any such suit, action or proceeding has been brought in an inconvenient forum. The Company and the Guarantor each agrees, to the fullest extent that it lawfully may do so, that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon the Company or the Guarantor, as the case may be, and waives, to the fullest extent permitted by law, any objection to the enforcement by any competent court in the Jurisdiction of Incorporation of judgments validly obtained in any such court in New York on the basis of such suit, action or proceeding; provided, however, that the Company or the Guarantor does not waive, and the foregoing provisions of this sentence shall not constitute or be deemed to constitute a waiver of, (i) any right to appeal any such judgment, to seek any stay or otherwise to seek reconsideration or review of any such judgment, (ii) any stay of execution or levy pending an appeal from, or a suit, action or proceeding was brought in an inconvenient court and agrees not to plead for reconsideration of, any such judgment, or claim (iii) any other right or remedy of the same; and (f) agrees that it will not bring any action relating to this Agreement Company or the transactions contemplated hereby Guarantor to the extent not expressly waived in any court other than the aforesaid courts. Each of Parent, Acquisition Sub and the Company agrees that a final judgment in any action or proceeding in such courts as provided above shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable lawaccordance with this Section 115.

Consent to Jurisdiction. Each In the event of any dispute, controversy or claim between the Presidential Life Companies and the Participant in any way concerning, arising out of or relating to the Plan or this Agreement (a “Dispute”), including without limitation any Dispute concerning, arising out of or relating to the interpretation, application or enforcement of the Plan or this Agreement, the parties hereto hereby (a) irrevocably consents agree and consent to the service of the summons and complaint and any other process in any action or proceeding relating to the transactions contemplated by this Agreement, for and on behalf of itself or any of its properties or assets, in accordance with Section 11.2 or in such other manner as may be permitted by applicable Law, and nothing in this Section 11.9 shall affect the right of any party to serve legal process in any other manner permitted by applicable Law; (b) irrevocably and unconditionally consents and submits itself and its properties and assets in any action or proceeding to the exclusive personal jurisdiction of the Court of Chancery courts of the State of Delaware (or, only if New York located in New York County and/or the Court of Chancery Federal courts of the State United States of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware) America located in the event Southern District of New York (collectively, the “Agreed Venue”) for resolution of any dispute or controversy arises such Dispute, (b) agree that those courts in the Agreed Venue, and only those courts, shall have exclusive jurisdiction to determine any Dispute, including any appeal, and (c) agree that any cause of action arising out of this Agreement or the transactions contemplated hereby, or for recognition and enforcement of any judgment in respect thereof; (c) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (d) agrees that any actions or proceedings arising in connection with this Agreement or the transactions contemplated hereby shall be brought, tried and determined only deemed to have arisen from a transaction of business in the Court of Chancery of the State of Delaware New York. The parties also hereby irrevocably (or, only if i) submit to the Court jurisdiction of Chancery any competent court in the Agreed Venue (and of the State appropriate appellate courts therefrom), (ii) to the fullest extent permitted by law, waive any and all defenses the parties may have on the grounds of Delaware declines to accept lack of jurisdiction over a particular matter, of any federal such court within the State of Delaware); (e) waives and any other objection that it such parties may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or (including without limitation any defense that any such suit, action or proceeding was brought in any such court has been brought in an inconvenient court and agrees not to plead or claim the same; forum), and (fiii) agrees that it will not bring any action relating consent to this Agreement or the transactions contemplated hereby service of process in any court other than such suit, action or proceeding, anywhere in the aforesaid courts. Each world, whether within or without the jurisdiction of Parentany such court, Acquisition Sub and the Company agrees that a final judgment in any action or proceeding in such courts as provided above shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable law. Any action for enforcement or recognition of any judgment obtained in connection with a Dispute may enforced in any competent court in the Agreed Venue or in any other court of competent jurisdiction.

Consent to Jurisdiction. Each of the parties hereto (a) irrevocably consents to the service of the summons and complaint and any other process in any action or proceeding relating to the transactions contemplated by this Agreement, for and on behalf of itself or any of its properties or assets, in accordance with Section 11.2 10.2 or in such other manner as may be permitted by applicable Law, and nothing in this Section 11.9 10.10 shall affect the right of any party to serve legal process in any other manner permitted by applicable Law; (b) irrevocably and unconditionally consents and submits itself and its properties and assets in any action or proceeding to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept or does not have jurisdiction over a particular matter, any federal or other state court within the State of Delaware) in the event any dispute or controversy arises out of this Agreement or the transactions contemplated hereby, or for recognition and enforcement of any judgment in respect thereof; (c) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (d) agrees that any actions or proceedings arising in connection with this Agreement or the transactions contemplated hereby shall be brought, tried and determined only in the Court of Chancery of the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept or does not have jurisdiction over a particular matter, any federal or other state court within the State of Delaware); (e) 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 court and agrees not to plead or claim the same; and (f) agrees that it will not bring any action relating to this Agreement or the transactions contemplated hereby in any court other than the aforesaid courts. Each of Parent, Acquisition Sub and the Company agrees that a final judgment in any action or proceeding in such courts as provided above shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable lawLaw.

Consent to Jurisdiction. Each of the parties hereto (a) to this Guaranty Agreement irrevocably consents submits to the service non-exclusive jurisdiction of the summons courts of the State of New York and complaint the courts of the United States of America located in the State of New York and agrees that any other process in any action legal action, suit or proceeding arising out of or relating to the transactions contemplated Guaranty Agreement may be brought against such party in any such courts. Final judgment against any party in any such action, suit or proceeding shall be conclusive and may be enforced in any other jurisdiction by this Agreementsuit on the judgment, for and on behalf a certified or exemplified copy of itself or any which shall be conclusive evidence of its properties or assetsthe judgment, in accordance with Section 11.2 or in such any other manner as may be permitted provided by applicable any Requirement of Law, and nothing . Nothing in this Section 11.9 21 shall affect the right of any party to commence legal proceedings or otherwise xxx any other party in any other appropriate jurisdiction, or concurrently in more than one jurisdiction, or to serve legal process, pleadings and other papers upon any other party in any manner authorized by any Requirement of Law of any such jurisdiction. Each of the parties to this Guaranty Agreement agrees that process served either personally or by registered mail shall, to the extent permitted by any Requirement of Law, constitute adequate service of process in any other manner such suit. Each of the parties to this Guaranty Agreement irrevocably waives to the fullest extent permitted by applicable any Requirement of Law; : (ba) irrevocably and unconditionally consents and submits itself and its properties and assets any objection which it may have now or in any action or proceeding the future to the exclusive jurisdiction laying of 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) in the event any dispute or controversy arises out of this Agreement or the transactions contemplated hereby, or for recognition and enforcement of any judgment in respect thereof; (c) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (d) agrees that any actions or proceedings arising in connection with this Agreement or the transactions contemplated hereby shall be brought, tried and determined only in 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); (e) waives any objection that it may now or hereafter have to the venue of any such action action, suit or proceeding in any court referred to in the first sentence above; (b) any claim that any such court or that such action action, suit or proceeding was has been brought in an inconvenient forum; (c) its right of removal of any matter commenced by any other party in the courts of the State of New York to any court and agrees not to plead of the United States of America; (d) any immunity which it or claim the sameits assets may have in respect of its obligations under any Guaranty Document from any suit, execution, attachment (whether provisional or final, in aid of execution, before judgment or otherwise) or other legal process; and (fe) agrees that any right it will not bring any action relating may have to this Agreement or require the transactions contemplated hereby moving party in any court other than the aforesaid courts. Each of Parentsuit, Acquisition Sub and the Company agrees that a final judgment in any action or proceeding brought in such any of the courts as provided referred to above shall be conclusive and may be enforced in other jurisdictions by suit on the judgment arising out of or in connection with the Guaranty Agreement to post security for the costs of any other manner provided by applicable lawparty or to post a bond or to take similar action.

Consent to Jurisdiction. Each of the parties hereto (a) irrevocably consents to the service of the summons and complaint and any other process in any action or proceeding relating to the transactions contemplated by this Agreement, for and on behalf of itself or any of its properties or assets, in accordance with Section 11.2 7.1 or in such other manner as may be permitted by applicable Law, and nothing in this Section 11.9 7.6 shall affect the right of any party to serve legal process in any other manner permitted by applicable Law; (b) irrevocably and unconditionally consents and submits itself and its properties and assets in any action or proceeding to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept or does not have jurisdiction over a particular matter, any federal or other state court sitting in New Castle County within the State of Delaware) in the event any dispute or controversy arises out of this Agreement or the transactions contemplated hereby, or for recognition and enforcement of any judgment in respect thereof; (c) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (d) agrees that any actions or proceedings arising in connection with this Agreement or the transactions contemplated hereby shall be brought, tried and determined only in the Court of Chancery of the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept or does not have jurisdiction over a particular matter, any federal or other state court sitting in New Castle County within the State of Delaware); (e) 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 court and agrees not to plead or claim the same; and (f) agrees that it will not bring any action relating to this Agreement or the transactions contemplated hereby in any court other than the aforesaid courts. Each of Parent, Acquisition Sub and the Company parties hereto agrees that a final judgment in any action or proceeding in such courts as provided above shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable lawLaw.

Consent to Jurisdiction. Each Guarantor, Administrative Agent and the Lender each irrevocably submits generally and unconditionally for itself and in respect of the parties hereto (a) irrevocably consents its property to the service nonexclusive jurisdiction of any state or federal court sitting in the summons and complaint and State of New York over any other process in any suit, action or proceeding arising out of, or relating to the transactions contemplated by to, this Agreement, for and on behalf of itself or any of its properties or assets, in accordance with Section 11.2 or in such other manner as may be permitted by applicable LawGuaranty, and nothing irrevocably agrees that all claims in this Section 11.9 shall affect the right respect of any party to serve legal process in any other manner permitted by applicable Law; (b) irrevocably and unconditionally consents and submits itself and its properties and assets in any such action or proceeding may be heard and determined in such state or federal court. Guarantor, Administrative Agent and the Lender each irrevocably waives, to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (orfullest extent permitted by law, 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) in the event any dispute or controversy arises out of this Agreement or the transactions contemplated hereby, or for recognition and enforcement of any judgment in respect thereof; (c) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (d) agrees that any actions or proceedings arising in connection with this Agreement or the transactions contemplated hereby shall be brought, tried and determined only in 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); (e) waives any objection that it they may now or hereafter have to the laying of venue of any such suit, action or proceeding brought in any such court, and any claims that any such suit, action or proceeding is brought in an inconvenient forum. Final judgment in any such suit, action or proceeding brought in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same; and (f) agrees that it will not bring any action relating to this Agreement or the transactions contemplated hereby in any court other than the aforesaid courts. Each of Parent, Acquisition Sub and the Company agrees that a final judgment in any action or proceeding in such courts as provided above shall be conclusive and binding upon each such party and may be enforced in other jurisdictions any court in which they are subject to jurisdiction, by a suit on upon such judgment provided that service of process is effected upon Guarantor as provided in the judgment Loan Documents or in any other manner provided as otherwise permitted by applicable lawLegal Requirements. Guarantor hereby releases, to the extent permitted by applicable Legal Requirements, all errors and all rights of exemption, appeal, stay of execution, inquisition, and other rights to which Guarantor may otherwise be entitled under the laws of the United States of America or of any state of possession of the United States of America now in force and which may hereinafter be enacted. The authority and power to appear for and enter judgment against Guarantor shall not be exhausted by one or more exercises thereof or by any imperfect exercise thereof and shall not be extinguished by any judgment entered pursuant thereto. Such authority may be exercised on one or more occasions or from time to time in the same or different jurisdiction as often as Administrative Agent shall deem necessary and desirable, for all of which this Guaranty shall be sufficient warrant.

Consent to Jurisdiction. Each of the The parties hereto (a) irrevocably consents to the service of the summons and complaint and agree that any other process in any suit, action or proceeding relating seeking to the transactions contemplated by this Agreementenforce any provision of, for and or based on behalf any matter arising out of itself or any of its properties or assets, in accordance with Section 11.2 or in such other manner as may be permitted by applicable Lawconnection with, and nothing in this Section 11.9 shall affect the right of any party to serve legal process in any other manner permitted by applicable Law; (b) irrevocably and unconditionally consents and submits itself and its properties and assets in any action or proceeding to the exclusive jurisdiction of 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) in the event any dispute or controversy arises out of this Agreement or the transactions contemplated hereby, or for recognition and enforcement of any judgment in respect thereof; (c) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (d) agrees that any actions or proceedings arising in connection with this Support Agreement or the transactions contemplated hereby (whether brought by any party or any of its Affiliates or against any party or any of its Affiliates) shall be brought, tried and determined only brought in the Court of Chancery of the State of Delaware (Delaware, New Castle County or, only if the Court of Chancery of such court shall not have jurisdiction, any federal court located in the State of Delaware declines to accept jurisdiction over a particular matter, any federal court within sitting in the State county of Wilmington in the state of Delaware); , and each of the parties hereto hereby irrevocably consents to the jurisdiction of such courts (eand of the appropriate appellate courts therefrom) waives in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding was brought in any such court has been brought in an inconvenient court and agrees not to plead forum. Process in any such suit, action or claim proceeding may be served on any party anywhere in the same; and (f) world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that it will not bring any action relating to this Agreement or the transactions contemplated hereby service of process on such party as provided in any court other than the aforesaid courtsSection 6(b) shall be deemed effective service of process on such party. Each of Parent, Acquisition Sub and the Company agrees The parties hereto agree that a final trial court judgment in any such suit, action or proceeding in such courts as provided above shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable law; provided, however, that nothing in the foregoing shall restrict any party’s rights to seek any post-judgment relief regarding, or any appeal from, such final trial court judgment.

Consent to Jurisdiction. Each of the parties hereto party to this Agreement, by its execution hereof, (a) hereby irrevocably consents to the service of the summons and complaint and any other process in any action or proceeding relating to the transactions contemplated by this Agreement, for and on behalf of itself or any of its properties or assets, in accordance with Section 11.2 or in such other manner as may be permitted by applicable Law, and nothing in this Section 11.9 shall affect the right of any party to serve legal process in any other manner permitted by applicable Law; (b) irrevocably and unconditionally consents and submits itself and its properties and assets in any action or proceeding to the exclusive jurisdiction of 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) in the event any dispute or controversy arises out of this Agreement or the transactions contemplated hereby, or for recognition and enforcement of any judgment in respect thereof; (c) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (d) agrees that any actions action, suit or proceedings proceeding arising in connection with any disagreement, dispute, controversy or claim, in whole or in part, arising out of, related to, based upon or in connection with this Agreement or the transactions contemplated hereby subject matter hereof shall be brought, tried and determined brought only in the Court courts of Chancery the State Courts of the State of Delaware (orNew York, only if New York County or the United States District Court of Chancery of located in the State of Delaware declines New York, New York County, (b) hereby waives to accept jurisdiction over the extent not prohibited by applicable Law, and agrees not to assert, by way of motion, as a particular matterdefense or otherwise, in any such action, any federal court within the State of Delaware); (e) waives any objection claim that it may now or hereafter have is not subject personally to the venue jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that any such action brought in one of the above-named courts should be dismissed on grounds of forum non conveniens, should be transferred to any court other than one of the above-named courts, or should be stayed by reason of the pendency of some other proceeding in any other court other than one of the above-named courts, or that this Agreement or the subject matter hereof may not be enforced in or by such court and (c) hereby agrees not to commence any such action other than before one of the above-named courts nor to make any motion or take any other action seeking or intending to cause the transfer or removal of any such action to any court other than one of the above-named courts whether on the grounds of forum non conveniens or proceeding otherwise. Each party hereby (i) consents to service of process in any such court action in any manner permitted by New York law, (ii) agrees that service of process made in accordance with clause (i) or that made by registered or certified mail, return receipt requested, at its address specified pursuant to Section 8(f), shall constitute good and valid service of process in any such action or proceeding was brought in an inconvenient court action, and (iii) waives and agrees not to plead assert (by way of motion, as a defense, or claim the same; and (fotherwise) agrees that it will not bring any action relating to this Agreement or the transactions contemplated hereby in any court other than the aforesaid courts. Each such action any claim that service of Parent, Acquisition Sub process made in accordance with clause (i) or (ii) does not constitute good and the Company agrees that a final judgment in any action or proceeding in such courts as provided above shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable lawvalid service of process.

Consent to Jurisdiction. Each of the parties hereto (a) irrevocably consents to the service of the summons and complaint and any other process in any action or proceeding relating to the transactions contemplated by this AgreementLimited Guarantee, for and on behalf of itself or any of its properties or assets, in accordance with Section 11.2 12 or in such other manner as may be permitted by applicable Law, and nothing in this Section 11.9 14 shall affect the right of any party to serve legal process in any other manner permitted by applicable Law; (b) irrevocably and unconditionally consents and submits itself and its properties and assets in any action or proceeding to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept or does not have jurisdiction over a particular matter, any federal or other state court within the State of Delaware) in the event any dispute or controversy arises out of this Agreement Limited Guarantee or the transactions contemplated hereby, or for recognition and enforcement of any judgment in respect thereof; (c) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (d) agrees that any actions or proceedings arising in connection with this Agreement Limited Guarantee or the transactions contemplated hereby shall be brought, tried and determined only in the Court of Chancery of the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept or does not have jurisdiction over a particular matter, any federal or other state court within the State of Delaware); (e) 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 court and agrees not to plead or claim the same; and (f) agrees that it will not bring any action relating to this Agreement Limited Guarantee or the transactions contemplated hereby in any court other than the aforesaid courts. Each of Parent, Acquisition Sub and the Company parties hereto agrees that a final judgment in any action or proceeding in such courts as provided above shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable lawLaw.

Consent to Jurisdiction. Each In the event of any dispute, controversy, or claim between the Company or any affiliate and the Participant in any way concerning, arising out of or relating to the Plan or this Agreement (a “Dispute”), including without limitation any Dispute concerning, arising out of, or relating to the interpretation, application, or enforcement of the Plan or this Agreement, the parties hereto hereby (a) irrevocably consents agree and consent to the service of the summons and complaint and any other process in any action or proceeding relating to the transactions contemplated by this Agreement, for and on behalf of itself or any of its properties or assets, in accordance with Section 11.2 or in such other manner as may be permitted by applicable Law, and nothing in this Section 11.9 shall affect the right of any party to serve legal process in any other manner permitted by applicable Law; (b) irrevocably and unconditionally consents and submits itself and its properties and assets in any action or proceeding to the exclusive personal jurisdiction of the Court of Chancery courts of the State of Delaware (or, only if New York located in New York County and/or the Court of Chancery Federal Courts of the State United States of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware) America located in the event Southern District of New York (collectively, the “Agreed Venue”) for resolution of any dispute or controversy arises such Dispute, (b) agree that those courts in the Agreed Venue, and only those courts, shall have exclusive jurisdiction to determine any Dispute, including any appeal, and (c) agree that any cause of action arising out of this Agreement or the transactions contemplated hereby, or for recognition and enforcement of any judgment in respect thereof; (c) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (d) agrees that any actions or proceedings arising in connection with this Agreement or the transactions contemplated hereby shall be brought, tried and determined only deemed to have arisen from a transaction of business in the Court of Chancery of the State of Delaware New York. The parties also hereby irrevocably (or, only if i) submit to the Court jurisdiction of Chancery any competent court in the Agreed Venue (and of the State appropriate appellate courts therefrom), (ii) to the fullest extent permitted by law, waive any and all defenses the parties may have on the grounds of Delaware declines to accept lack of jurisdiction over a particular matter, of any federal such court within the State of Delaware); (e) waives and any other objection that it such parties may now or hereafter have to the laying of the venue of any such action suit, action, or proceeding in any such court or (including without limitation any defense that any such action suit, action, or proceeding was brought in any such court has been brought in an inconvenient court and agrees not to plead or claim the same; forum), and (fiii) agrees that it will not bring any action relating consent to this Agreement or the transactions contemplated hereby service of process in any court other than such suit, action, or proceeding anywhere in the aforesaid courts. Each world, whether within or without the jurisdiction of Parentany such court, Acquisition Sub and the Company agrees that a final judgment in any action or proceeding in such courts as provided above shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable law. Without limiting the foregoing, each party agrees that service of process on such party pursuant to a Notice as provided in Section 9 hereof shall be deemed effective service of process on such party. Any action for enforcement or recognition of any judgment obtained in connection with a Dispute may be enforced in any competent court in the Agreed Venue or in any other court of competent jurisdiction.

Consent to Jurisdiction. Each of the parties hereto Party to this Agreement, by its execution hereof, (a) hereby irrevocably consents to the service of the summons and complaint and any other process in any action or proceeding relating to the transactions contemplated by this Agreement, for and on behalf of itself or any of its properties or assets, in accordance with Section 11.2 or in such other manner as may be permitted by applicable Law, and nothing in this Section 11.9 shall affect the right of any party to serve legal process in any other manner permitted by applicable Law; (b) irrevocably and unconditionally consents and submits itself and its properties and assets in any action or proceeding to the exclusive jurisdiction of 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) in the event any dispute or controversy arises out of this Agreement or the transactions contemplated hereby, or for recognition and enforcement of any judgment in respect thereof; (c) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (d) agrees that any actions action, suit or proceedings proceeding arising in connection with any disagreement, dispute, controversy or claim, in whole or in part, arising out of, related to, based upon or in connection with this Agreement or the transactions contemplated hereby subject matter hereof shall be brought, tried and determined brought only in the Court courts of Chancery the State Courts of the State of Delaware (orNew York, only if New York County or the United States District Court of Chancery of located in the State of Delaware declines New York, New York County, (b) hereby waives to accept jurisdiction over the extent not prohibited by applicable Law, and agrees not to assert, by way of motion, as a particular matterdefense or otherwise, in any such action, any federal court within the State of Delaware); (e) waives any objection claim that it may now or hereafter have is not subject personally to the venue jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that any such action brought in one of the above-named courts should be dismissed on grounds of forum non conveniens, should be transferred to any court other than one of the above-named courts, or should be stayed by reason of the pendency of some other proceeding in any other court other than one of the above-named courts, or that this Agreement or the subject matter hereof may not be enforced in or by such court and (c) hereby agrees not to commence any such action other than before one of the above-named courts nor to make any motion or take any other action seeking or intending to cause the transfer or removal of any such action to any court other than one of the above-named courts whether on the grounds of forum non conveniens or proceeding otherwise. Each Party hereby (i) consents to service of process in any such court action in any manner permitted by New York law, (ii) agrees that service of process made in accordance with clause (i) or that made by registered or certified mail, return receipt requested, at its address specified pursuant to Section 5.4 shall constitute good and valid service of process in any such action or proceeding was brought in an inconvenient court action, and (iii) waives and agrees not to plead assert (by way of motion, as a defense, or claim the same; and (fotherwise) agrees that it will not bring any action relating to this Agreement or the transactions contemplated hereby in any court other than the aforesaid courts. Each such action any claim that service of Parent, Acquisition Sub process made in accordance with clause (i) or (ii) does not constitute good and the Company agrees that a final judgment in any action or proceeding in such courts as provided above shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable lawvalid service of process.

Consent to Jurisdiction. The Borrowers and each other Credit Party irrevocably and unconditionally agrees that it will not commence any action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, against any Agent, any Lender, the Issuing Bank, or any Related Party of the foregoing in any way relating to this Agreement or any other Credit Document or the transactions relating hereto or thereto (other than as expressly provided in any Cayman Collateral Document, Dutch Collateral Document, Hong Kong Collateral Document, Luxembourg Collateral Document or any other Credit Document), in any forum other than the courts of the State of New York sitting in New York County, and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, and each of the parties hereto irrevocably and unconditionally submits to the exclusive jurisdiction of such courts and agrees that all claims in respect of any such action, litigation or proceeding may be heard and determined in such New York State court or, to the fullest extent permitted by applicable law, in such federal court. Each of the parties hereto (a) irrevocably consents to the service of the summons and complaint and any other process in any action or proceeding relating to the transactions contemplated by this Agreement, for and on behalf of itself or any of its properties or assets, in accordance with Section 11.2 or in such other manner as may be permitted by applicable Law, and nothing in this Section 11.9 shall affect the right of any party to serve legal process in any other manner permitted by applicable Law; (b) irrevocably and unconditionally consents and submits itself and its properties and assets in any action or proceeding to the exclusive jurisdiction of 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) in the event any dispute or controversy arises out of this Agreement or the transactions contemplated hereby, or for recognition and enforcement of any judgment in respect thereof; (c) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (d) agrees that any actions or proceedings arising in connection with this Agreement or the transactions contemplated hereby shall be brought, tried and determined only in 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); (e) 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 court and agrees not to plead or claim the same; and (f) agrees that it will not bring any action relating to this Agreement or the transactions contemplated hereby in any court other than the aforesaid courts. Each of Parent, Acquisition Sub and the Company agrees that a final judgment in any action such action, litigation or proceeding in such courts as provided above shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or in any other Credit Document shall affect any right that each Agent, any Lender or the Issuing Bank may otherwise have to bring any action or proceeding relating to this Agreement or any other Credit Document against any Credit Party or its properties in the courts of any jurisdiction. Each party hereto irrevocably and unconditionally waives, to the fullest extent permitted by applicable law, any objection that it may now or hereafter have to the laying of venue of any action or proceeding arising out of or relating to this Agreement or any other Credit Document in any court referred to herein. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. Each party hereto irrevocably consents to service of process in the manner provided for notices in Section 10.1. Nothing in this Agreement will affect the right of any party hereto to serve process in any other manner permitted by applicable law.

Consent to Jurisdiction. Each Parent, Sponsor and each Stockholder hereby agrees that any Proceeding arising out of the parties hereto (a) irrevocably consents to the service of the summons and complaint and any other process in any action or proceeding relating to the transactions contemplated by this Agreement, for and on behalf of itself Agreement or any of its properties or assets, in accordance with Section 11.2 or in such other manner as may be permitted by applicable Law, and nothing in this Section 11.9 shall affect the right of any party to serve legal process in any other manner permitted by applicable Law; (b) irrevocably and unconditionally consents and submits itself and its properties and assets in any action or proceeding to the exclusive jurisdiction of 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) in the event any dispute or controversy arises out of this Agreement or the transactions contemplated hereby, or for recognition and enforcement of any judgment in respect thereof; (c) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (d) agrees that any actions or proceedings arising in connection with this Agreement or the transactions contemplated hereby shall be brought, tried brought and determined only in the Court of Chancery of the State of Delaware (or, only if exclusive jurisdiction over the Court matter is vested in the federal courts, any court of Chancery of the United States located in the State of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware); (e) waives any objection that it may now or hereafter have to the venue of any and each such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same; and (f) agrees that it will party shall not bring any action Proceeding arising out of or relating to this Agreement or any of the transactions contemplated hereby in any court other than the aforesaid courts. Each of ), and Parent, Acquisition Sub Sponsor and each Stockholder hereby irrevocably submits with regard to any such Proceeding for himself, herself or itself and in respect to his, her or its property, generally and unconditionally, to the exclusive jurisdiction of the aforesaid courts (it being understood and agreed that any Proceeding arising out of or relating to the Guarantee for Significant Stockholder and the Company Equity Commitment Letter for Significant Stockholder shall be referred to and finally resolved by arbitration in accordance with the provisions thereof). Parent, Sponsor and each Stockholder hereby irrevocably waives, and agrees that not to assert, by way of motion, as a final judgment defense, counterclaim or otherwise, in any action such Proceeding, (i) any claim that he, she or proceeding it is not personally subject to the jurisdiction of the above-named courts for any reason other than the failure to lawfully serve process, (ii) that he, she or it or his, her or its property is exempt or immune from jurisdiction of such court or from any legal process commenced in such courts as provided above shall be conclusive (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and (iii) that (x) such Proceeding in any such court is brought in an inconvenient forum, (y) the venue of such Proceeding is improper and (z) this Agreement, the transactions contemplated hereby or the subject matter hereof, may not be enforced in other jurisdictions or by suit on the judgment or in any other manner provided by applicable lawsuch courts.

Consent to Jurisdiction. Each of the parties agrees that all actions, suits or proceedings arising out of or based upon this Agreement or the subject matter hereof shall be brought and maintained exclusively in the federal and state courts of the State of New York. Each of the parties hereto by execution hereof (ai) hereby irrevocably consents submits to the service of the summons and complaint and any other process in any action or proceeding relating to the transactions contemplated by this Agreement, for and on behalf of itself or any of its properties or assets, in accordance with Section 11.2 or in such other manner as may be permitted by applicable Law, and nothing in this Section 11.9 shall affect the right of any party to serve legal process in any other manner permitted by applicable Law; (b) irrevocably and unconditionally consents and submits itself and its properties and assets in any action or proceeding to the exclusive jurisdiction of the Court of Chancery of federal and state courts in the State of Delaware (orNew York for the purpose of any action, 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) in the event any dispute suit or controversy arises proceeding arising out of or based upon this Agreement or the transactions contemplated herebysubject matter hereof and (ii) hereby waives to the extent not prohibited by applicable law, and agrees not to assert, by way of motion, as a defense or otherwise, in any such action, suit or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that it is immune from extraterritorial injunctive relief or other injunctive relief, that its property is exempt or immune from attachment or execution, that any such action, suit or proceeding may not be brought or maintained in one of the above-named courts, that any such action, suit or proceeding brought or maintained in one of the above-named courts should be dismissed on grounds of forum non conveniens, should be transferred to any court other than one of the above-named courts, should be stayed by virtue of the pendency of any other action, suit or proceeding in any court other than one of the above-named courts, or for recognition and enforcement of any judgment in respect thereof; (c) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (d) agrees that any actions or proceedings arising in connection with this Agreement or the transactions contemplated hereby shall subject matter hereof may not be brought, tried and determined only enforced in the Court of Chancery or by any of the State of Delaware (or, only if the Court of Chancery above-named courts. Each of the State parties hereto hereby consents to service of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware); (e) waives any objection that it may now or hereafter have to the venue of process in any such suit, action or proceeding in any such court manner permitted by the laws of the State of New York, agrees that service of process by registered or that such action certified mail, return receipt requested, at the address specified in or proceeding was brought in an inconvenient court pursuant to Section 11 is reasonably calculated to give actual notice and waives and agrees not to plead assert by way of motion, as a defense or otherwise, in any such action, suit or proceeding any claim that service of process made in accordance with Section 11 does not constitute good and sufficient service of process. The provisions of this Section 8(b) shall not restrict the same; and (f) agrees that it will not bring ability of any action relating party to this Agreement or the transactions contemplated hereby enforce in any court other than any judgment obtained in a federal or state court of the aforesaid courts. Each State of Parent, Acquisition Sub and the Company agrees that a final judgment in any action or proceeding in such courts as provided above shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable lawNew York.

Consent to Jurisdiction. Each of the parties hereto (a) irrevocably consents to the service of the summons and complaint and agrees that any other process in any legal action or proceeding relating with respect to the transactions contemplated by this Agreement, for and on behalf of itself or any of its properties or assets, in accordance with Section 11.2 or in such other manner as may be permitted by applicable Law, and nothing in this Section 11.9 shall affect the right of any party to serve legal process in any other manner permitted by applicable Law; (b) irrevocably and unconditionally consents and submits itself and its properties and assets in any action or proceeding to the exclusive jurisdiction of 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) in the event any dispute or controversy arises out of this Agreement or the transactions contemplated hereby, or for recognition and enforcement of any judgment in respect thereof; (c) agrees that it will not attempt to deny hereof brought by the other party or defeat such personal jurisdiction by motion its successors or other request for leave from any such court; (d) agrees that any actions or proceedings arising in connection with this Agreement or the transactions contemplated hereby shall assigns may be brought, tried brought and determined only exclusively in any federal or state court located in the Court State and County of Chancery New York (the "Applicable Courts"), and each of the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines parties hereby irrevocably submits with regard to accept jurisdiction over a particular matter, any federal court within the State of Delaware); (e) waives any objection that it may now or hereafter have to the venue of any such action or proceeding for itself and in any such court or that such action or proceeding was brought in an inconvenient court respect to its property, generally and agrees not unconditionally, to plead or claim the same; exclusive jurisdiction of the Applicable Courts and (f) agrees that it will not bring any legal action relating or proceeding with respect to this Agreement or the transactions contemplated hereby for recognition and enforcement of any judgment in respect hereof in any court other than the aforesaid courtsApplicable Courts. Each of Parentthe parties hereby irrevocably waives, Acquisition Sub and the Company agrees that not to assert, by way of motion, as a final judgment defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement or for recognition and enforcement of any judgment in respect hereof, (a) any claim that it is not personally subject to the jurisdiction of the Applicable Courts for any reason other than the failure to lawfully serve process, (b) that it or its property is exempt or immune from jurisdiction of any such Applicable Court or from any legal process commenced in such courts as provided above shall be conclusive Applicable Court (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and (c) to the fullest extent permitted by applicable Law, that (i) the action in any such Applicable Court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper and (iii) this Agreement, or the subject matter hereof, may not be enforced in other jurisdictions or by suit on such Applicable Courts. Each Party irrevocably consents to service of process in the judgment or manner provided for notices in Section 8; provided that nothing in this Agreement shall affect the right of any Party to serve process in any other manner provided permitted by applicable lawLaw.

Consent to Jurisdiction. Each The parties hereto agree that any legal action or proceeding by or against Borrower or with respect to or arising out of this Assignment Agreement, the Notes or any other Financing Document may be brought in or removed to the courts of competent jurisdiction of the State of New York sitting in The City of New York in New York County and of the United States of America in and for the Southern District of New York, as the Agent may elect. By execution and delivery of the Assignment Agreement, the parties hereto (a) accept, for themselves and in respect of their property, generally and unconditionally, the jurisdiction of the aforesaid courts. The parties hereto irrevocably consents consent to the service of process out of any of the summons and complaint and any other process aforementioned courts in any such action or proceeding relating by the mailing of copies thereof by registered or certified airmail, postage prepaid, to the transactions contemplated by this AgreementAssignor or Assignee[s], as the case may be, at their respective addresses for notices as specified herein and on behalf of itself or any of its properties or assets, in accordance with Section 11.2 or in that such other manner as may service shall be permitted by applicable Law, and nothing in this Section 11.9 effective five (5) Business Days after such mailing. Nothing herein shall affect the right of any party to serve legal process in any other manner permitted by applicable Law; law or the right of the Assignor or [any / the] Assignee to bring legal action or proceedings in any other competent jurisdiction, including judicial or non-judicial foreclosure of the Mortgage Documents. The parties hereto further agree that the aforesaid courts of the State of New York and of the United States of America shall have exclusive jurisdiction with respect to any claim or counterclaim of Borrower based upon the assertion that the rate of interest charged by the Assignor and Assignee[s] on or under this Assignment Agreement, the Loans, the LC Commitment (bif applicable) irrevocably and unconditionally consents and submits itself and its properties and assets in and/or the other Financing Documents is usurious. The parties hereto hereby waive any right to stay or dismiss any action or proceeding to the exclusive jurisdiction of 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) in the event any dispute under or controversy arises out of this Agreement or the transactions contemplated hereby, or for recognition and enforcement of any judgment in respect thereof; (c) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (d) agrees that any actions or proceedings arising in connection with any or all of the Project, this Assignment Agreement or any other Financing Document brought before the transactions contemplated hereby shall be brought, tried and determined only in 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); (e) 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 court and agrees not to plead or claim the same; and (f) agrees that it will not bring any action relating to this Agreement or the transactions contemplated hereby in any court other than the aforesaid courts. Each of Parent, Acquisition Sub and the Company agrees that a final judgment in any action or proceeding in such foregoing courts as provided above shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable lawbasis of forum non-conveniens.

Consent to Jurisdiction. The Borrowers and each other Credit Party irrevocably and unconditionally agrees that it will not commence any action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, against any Agent, any Lender or any Related Party of the foregoing in any way relating to this Agreement or any other Credit Document or the transactions relating hereto or thereto (other than as expressly provided in any Cayman Collateral Document, Dutch Collateral Document, Hong Kong Collateral Document, Luxembourg Collateral Document or any other Credit Document), in any forum other than the courts of the State of New York sitting in New York County, and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, and each of the parties hereto irrevocably and unconditionally submits to the exclusive jurisdiction of such courts and agrees that all claims in respect of any such action, litigation or proceeding may be heard and determined in such New York State court or, to the fullest extent permitted by applicable law, in such federal court. Each of the parties hereto (a) irrevocably consents to the service of the summons and complaint and any other process in any action or proceeding relating to the transactions contemplated by this Agreement, for and on behalf of itself or any of its properties or assets, in accordance with Section 11.2 or in such other manner as may be permitted by applicable Law, and nothing in this Section 11.9 shall affect the right of any party to serve legal process in any other manner permitted by applicable Law; (b) irrevocably and unconditionally consents and submits itself and its properties and assets in any action or proceeding to the exclusive jurisdiction of 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) in the event any dispute or controversy arises out of this Agreement or the transactions contemplated hereby, or for recognition and enforcement of any judgment in respect thereof; (c) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (d) agrees that any actions or proceedings arising in connection with this Agreement or the transactions contemplated hereby shall be brought, tried and determined only in 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); (e) 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 court and agrees not to plead or claim the same; and (f) agrees that it will not bring any action relating to this Agreement or the transactions contemplated hereby in any court other than the aforesaid courts. Each of Parent, Acquisition Sub and the Company agrees that a final judgment in any action such action, litigation or proceeding in such courts as provided above shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or in any other Credit Document shall affect any right that each Agent, any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any other Credit Document against any Credit Party or its properties in the courts of any jurisdiction. Each party hereto irrevocably and unconditionally waives, to the fullest extent permitted by applicable law, any objection that it may now or hereafter have to the laying of venue of any action or proceeding arising out of or relating to this Agreement or any other Credit Document in any court referred to herein. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. Each party hereto irrevocably consents to service of process in the manner provided for notices in Section 10.1. Nothing in this Agreement will affect the right of any party hereto to serve process in any other manner permitted by applicable law.

Consent to Jurisdiction. Each The Company, the Co-Issuer and each Guarantor hereby irrevocably and unconditionally submits, for itself and its property, to the jurisdiction of the parties hereto (a) irrevocably consents to the service Supreme Court of the summons State of New York sitting in New York County and complaint of the United States District Court of the Southern District of New York, and any other process appellate court from any thereof, in any action or proceeding arising out of or relating to the transactions contemplated by this Agreement, for Indenture and on behalf of itself or any of its properties or assets, in accordance with Section 11.2 or in such other manner as may be permitted by applicable Law, and nothing in this Section 11.9 shall affect the right of any party to serve legal process in any other manner permitted by applicable Law; (b) irrevocably and unconditionally consents and submits itself and its properties and assets in any action or proceeding to the exclusive jurisdiction of 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) in the event any dispute or controversy arises out of this Agreement or the transactions contemplated herebyNotes, or for recognition and or enforcement of any judgment judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect thereof; (c) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (d) agrees that any actions or proceedings arising in connection with this Agreement or the transactions contemplated hereby shall be brought, tried and determined only in 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); (e) waives any objection that it may now or hereafter have to the venue of any such action or proceeding may be heard and determined in any such court or that New York State or, to the extent permitted by law, in such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same; and (f) agrees that it will not bring any action relating to this Agreement or the transactions contemplated hereby in any court other than the aforesaid courtsFederal court. Each of Parent, Acquisition Sub and the Company parties hereto agrees that a final judgment in any such action or proceeding may be heard and determined in such courts as provided above New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable law. Nothing in this Indenture shall affect any right that the Trustee, Agent, or Holder any otherwise have to bring any action or proceeding relating to this Indenture against the Company, the Co-Issuer or any Guarantor or their properties in the courts of any jurisdiction to enforce any judgment, order or process entered by such courts situate within the State of New York or to enjoin any violations hereof or for relief ancillary hereto or otherwise to collect on loans or enforce the payment of any Notes or to enforce, protect or maintain their rights and Claims or for any other lawful purpose. The Company, the Co-Issuer and each Guarantor further agrees that any action or proceeding brought against the Trustee, Agent or any Holder, if brought by the Company, the Co-Issuer or any Parent Guarantor or Subsidiary Guarantor, shall be brought only in New York State or, to the extent permitted by law, in such Federal Court.

Consent to Jurisdiction. Each It is the desire and intent of the parties hereto (a) irrevocably consents that any disputes or controversies arising under or in connection with this Agreement be resolved pursuant to the service of the summons and complaint and any other process in any action or proceeding relating to the transactions contemplated by this Agreement, for and on behalf of itself or any of its properties or assets, arbitration in accordance with Section 11.2 8(j); provided, however, that, to the extent that Section 8(j) is held to be invalid or unenforceable for any reason, and the result is that the parties hereto are precluded from resolving any claim arising under or in such other manner as may be permitted by applicable Lawconnection with this Agreement pursuant to the terms of Section 8(j) (after giving effect to the terms of Section 8(b)), and nothing in the following provisions of this Section 11.9 8(l) shall govern the resolution of all disputes or controversies arising under this Agreement. With respect to any suit, action or proceeding (“Proceeding”) arising out of or relating to this Agreement or any transaction contemplated hereby each of the parties hereto hereby irrevocably (i) submits to the exclusive jurisdiction of (A) the United States District Court for the Southern District of New York, or (B) in the event that such court lacks jurisdiction to hear the claim, the state courts of New York located in the borough of Manhattan, New York City (the “Selected Courts”) and waives any objection to venue being laid in the Selected Courts whether based on the grounds of forum non conveniens or otherwise and hereby agrees not to commence any such Proceeding other than before one of the Selected Courts; provided, however, that a party may commence any Proceeding in a court other than a Selected Court solely for the purpose of enforcing an order or judgment issued by one of the Selected Courts or the arbitrators; (ii) consents to service of process in any Proceeding by the mailing of copies thereof by registered or certified mail, postage prepaid, or by recognized international express carrier or delivery service, to their respective addresses referred to in Section 8(a) hereof; provided, however, that nothing herein shall affect the right of any party hereto to serve legal process in any other manner permitted by applicable Law; (b) irrevocably and unconditionally consents and submits itself and its properties and assets in any action or proceeding to the exclusive jurisdiction of 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) in the event any dispute or controversy arises out of this Agreement or the transactions contemplated hereby, or for recognition and enforcement of any judgment in respect thereof; (c) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (d) agrees that any actions or proceedings arising in connection with this Agreement or the transactions contemplated hereby shall be brought, tried and determined only in 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); (e) 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 court and agrees not to plead or claim the samelaw; and (fiii) agrees that it will not bring any action relating to this Agreement or the transactions contemplated hereby in any court other than the aforesaid courts. Each of ParentTO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW THAT CANNOT BE WAIVED, Acquisition Sub and the Company agrees that a final judgment in any action or proceeding in such courts as provided above shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable lawWAIVES, AND COVENANTS THAT IT OR HE WILL NOT ASSERT (WHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE) ANY RIGHT TO TRIAL BY JURY IN ANY ACTION ARISING IN WHOLE OR IN PART UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE CONTEMPLATED TRANSACTIONS, WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AND AGREES THAT ANY OF THEM MAY FILE A COPY OF THIS PARAGRAPH WITH ANY COURT AS WRITTEN EVIDENCE OF THE KNOWING, VOLUNTARY AND BARGAINED-FOR AGREEMENT AMONG THE PARTIES IRREVOCABLY TO WAIVE ITS OR HIS RIGHT TO TRIAL BY JURY IN ANY PROCEEDING WHATSOEVER BETWEEN THEM RELATING TO THIS AGREEMENT OR ANY OF THE CONTEMPLATED TRANSACTIONS AND WILL INSTEAD BE TRIED IN A COURT OF COMPETENT JURISDICTION BY A JUDGE SITTING WITHOUT A JURY.

Consent to Jurisdiction. Each of the parties hereto (a) to this Agreement irrevocably consents submits to the service non-exclusive jurisdiction of the summons courts of the State of New York and complaint the courts of the United States of America located in New York, New York and agrees that any other process in any action legal action, suit or proceeding arising out of or relating to the transactions contemplated by this Agreement, for and on behalf of itself Agreement or any of its properties the other Credit Documents may be brought against such party in any such courts. Final judgment against any party in any such action, suit or assetsproceeding shall be conclusive and may be enforced in any other jurisdiction by suit on the judgment, in accordance with Section 11.2 a certified or exemplified copy of which shall be conclusive evidence of the judgment, or in such any other manner as may be permitted provided by applicable Law, and nothing law. Nothing in this Section 11.9 8.12 shall affect the right of any party to commence legal proceedings or otherwise xxx any other party in any other appropriate jurisdiction, or concurrently in more than one jurisdiction, or to serve legal process, pleadings and other papers upon any other party in any manner authorized by the laws of any such jurisdiction. The Borrower agrees that process served either personally or by registered mail shall, to the extent permitted by law, constitutes adequate service of process in any other manner such suit. Each of the parties to this Agreement irrevocably waives to the fullest extent permitted by applicable LawGovernmental Rules (a) any objection which it may have now or in the future to the laying of the venue of any such action, suit or proceeding in any court referred to in the first sentence above; (b) irrevocably and unconditionally consents and submits itself and its properties and assets in any action claim that any such action, suit or proceeding to has been brought in an inconvenient forum; (c) its right of removal of any matter commenced by any other party in the exclusive jurisdiction of the Court of Chancery courts of the State of Delaware (or, only if the Court of Chancery New York to any court of the State United States of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware) in the event any dispute or controversy arises out of this Agreement or the transactions contemplated hereby, or for recognition and enforcement of any judgment in respect thereof; (c) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such courtAmerica; (d) agrees that any actions immunity which it or proceedings its assets may have in respect of its obligations under this Agreement or any other Credit Document from any suit, execution, attachment (whether provisional or final, in aid of execution, before judgment or otherwise) or other legal process; and (e) any right it may have to require the moving party in any suit, action or proceeding brought in any of the courts referred to above arising out of or in connection with this Agreement or any other Credit Document to post security for the transactions contemplated hereby shall be brought, tried and determined only in 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); (e) waives any objection that it may now or hereafter have to the venue costs of any such action party or proceeding in any such court to post a bond or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same; and (f) agrees that it will not bring any action relating to this Agreement or the transactions contemplated hereby in any court other than the aforesaid courts. Each of Parent, Acquisition Sub and the Company agrees that a final judgment in any action or proceeding in such courts as provided above shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable lawtake similar action.

Consent to Jurisdiction. Each of the parties hereto party to this Agreement, by its execution hereof, (a) hereby irrevocably consents to the service of the summons and complaint and any other process in any action or proceeding relating to the transactions contemplated by this Agreement, for and on behalf of itself or any of its properties or assets, in accordance with Section 11.2 or in such other manner as may be permitted by applicable Law, and nothing in this Section 11.9 shall affect the right of any party to serve legal process in any other manner permitted by applicable Law; (b) irrevocably and unconditionally consents and submits itself and its properties and assets in any action or proceeding to the exclusive jurisdiction of 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) in the event any dispute or controversy arises out of this Agreement or the transactions contemplated hereby, or for recognition and enforcement of any judgment in respect thereof; (c) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (d) agrees that any actions action, suit or proceedings proceeding arising in connection with any disagreement, dispute, controversy or claim, in whole or in part, arising out of, related to, based upon or in connection with this Agreement or the transactions contemplated hereby subject matter hereof shall be brought, tried and determined brought only in the Court courts of Chancery the State Courts of the State of Delaware (orNew York, only if New York County or the United States District Court of Chancery of located in the State of Delaware declines New York, New York County, (b) hereby waives to accept jurisdiction over the extent not prohibited by applicable Law, and agrees not to assert, by way of motion, as a particular matterdefense or otherwise, in any such action, any federal court within the State of Delaware); (e) waives any objection claim that it may now or hereafter have is not subject personally to the venue jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that any such action brought in one of the above-named courts should be dismissed on grounds of forum non conveniens, should be transferred to any court other than one of the above-named courts, or should be stayed by reason of the pendency of some other proceeding in any other court other than one of the above-named courts, or that this Agreement or the subject matter hereof may not be enforced in or by such court and (c) hereby agrees not to commence any such action other than before one of the above-named courts nor to make any motion or take any other action seeking or intending to cause the transfer or removal of any such action to any court other than one of the above-named courts whether on the grounds of forum non conveniens or proceeding otherwise. Each party hereby (i) consents to service of process in any such court action in any manner permitted by New York law, (ii) agrees that service of process made in accordance with clause (i) or that made by registered or certified mail, return receipt requested, at its address specified pursuant to Section 5.3, shall constitute good and valid service of process in any such action or proceeding was brought in an inconvenient court action, and (iii) waives and agrees not to plead assert (by way of motion, as a defense, or claim the same; and (fotherwise) agrees that it will not bring any action relating to this Agreement or the transactions contemplated hereby in any court other than the aforesaid courts. Each such action any claim that service of Parent, Acquisition Sub process made in accordance with clause (i) or (ii) does not constitute good and the Company agrees that a final judgment in any action or proceeding in such courts as provided above shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable lawvalid service of process.

Consent to Jurisdiction. Each Any judicial proceeding brought against the Borrower with respect to any Loan Document Related Claim may be brought in any court of competent jurisdiction in The City of New York, and, by execution and delivery of this Agreement, the parties hereto Borrower (a) accepts, generally and unconditionally, the nonexclusive jurisdiction of such courts and any related appellate court and irrevocably consents agrees to be bound by any judgment rendered thereby in connection with any Loan Document Related Claim and (b) irrevocably waives any objection it may now or hereafter have as to the venue of any such proceeding brought in such a court or that such a court is an inconvenient forum. The Borrower hereby waives personal service of the summons process and complaint and any other consents that service of process in any action upon it may be made by certified or proceeding relating to the transactions contemplated by this Agreementregistered mail, for and on behalf of itself return receipt requested, at its address specified or any of its properties or assets, determined in accordance with Section 11.2 or in such other manner as may be permitted by applicable Lawthe provisions of Article XIII, and nothing service so made shall be deemed completed on the third Business Day after such service is deposited in this Section 11.9 the mail. Nothing herein shall affect the right of the Administrative Agent, any party Lender or any other Indemnified Person to serve legal process in any other manner permitted by applicable Law; (b) irrevocably and unconditionally consents and submits itself and its properties and assets in any action law or proceeding to shall limit the exclusive jurisdiction right of the Court Administrative Agent, the Syndication Agent, any Documentation Agent, any Lender or any other Indemnified Person to bring proceedings against the Borrower in the courts of Chancery of any other jurisdiction. Any judicial proceeding by the Borrower against the Administrative Agent or any Lender involving any Loan Document Related Claim shall be brought only in a court located in the City and 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) in the event any dispute or controversy arises out of this Agreement or the transactions contemplated hereby, or for recognition and enforcement of any judgment in respect thereof; (c) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (d) agrees that any actions or proceedings arising in connection with this Agreement or the transactions contemplated hereby shall be brought, tried and determined only in 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); (e) 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 court and agrees not to plead or claim the same; and (f) agrees that it will not bring any action relating to this Agreement or the transactions contemplated hereby in any court other than the aforesaid courts. Each of Parent, Acquisition Sub and the Company agrees that a final judgment in any action or proceeding in such courts as provided above shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable lawNew York.

Consent to Jurisdiction. Each Any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement, the Proxy or the transactions contemplated hereby or thereby will be brought exclusively in the United States District Court for the Southern District of New York or, if such court does not have jurisdiction over the subject matter of such proceeding or if such jurisdiction is not available, in the Courts of the State of New York, in New York, New York, and each of the parties hereto (a) irrevocably hereby consents to the service exclusive jurisdiction of those courts (and of the summons and complaint and any other process appropriate appellate courts therefrom) in any suit, action or proceeding relating and irrevocably waives, to the transactions contemplated by this Agreement, for and on behalf of itself or any of its properties or assets, in accordance with Section 11.2 or in such other manner as may be fullest extent permitted by applicable Law, and nothing in this Section 11.9 shall affect the right of any party to serve legal process in any other manner permitted by applicable Law; (b) irrevocably and unconditionally consents and submits itself and its properties and assets in any action or proceeding to the exclusive jurisdiction of 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) in the event any dispute or controversy arises out of this Agreement or the transactions contemplated hereby, or for recognition and enforcement of any judgment in respect thereof; (c) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (d) agrees that any actions or proceedings arising in connection with this Agreement or the transactions contemplated hereby shall be brought, tried and determined only in 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); (e) waives any objection that which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court of those courts or that such any suit, action or proceeding was which is brought in any of those courts has been brought in an inconvenient court and agrees not to plead or claim the same; and (f) agrees that it will not bring any action relating to this Agreement or the transactions contemplated hereby forum. Process in any court other than the aforesaid courts. Each of Parentsuit, Acquisition Sub and the Company agrees that a final judgment in any action or proceeding may be served on any party anywhere in such courts the world, whether within or without the jurisdiction of any of the named courts. Without limiting the foregoing, each party agrees that service of process on it by notice as provided above shall in Section 7.3 will be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable lawdeemed effective service of process. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY.

Consent to Jurisdiction. (a) Each of the parties hereto parties: (ai) irrevocably consents to the service of the summons and complaint and any other process (whether inside or outside the territorial jurisdiction of the Chosen Courts) in any action or proceeding Legal Proceeding relating to the transactions contemplated by this Agreement, for and on behalf of itself or any of its properties or assets, in accordance with Section 11.2 6.2 or in such other manner as may be permitted by applicable Lawlaw, and nothing in this Section 11.9 shall 6.8 will affect the right of any party to serve legal process in any other manner permitted by applicable Lawlaw; (bii) irrevocably and unconditionally consents and submits itself and its properties and assets in any action or proceeding Legal Proceeding to the exclusive general jurisdiction of the Court of Chancery of the State of Delaware and any state appellate court therefrom within the State of Delaware (or, only solely if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any other state or federal court within the State of Delaware) (the “Chosen Courts”) in the event of any dispute or controversy arises relating to or arising out of this Agreement or the transactions contemplated hereby, hereby or for recognition and enforcement of any judgment in respect thereofthereby; (ciii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (div) agrees that any actions Legal Proceeding relating to or proceedings arising in connection with out of this Agreement or the transactions contemplated hereby shall or thereby will be brought, tried and determined only in 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)Chosen Courts; (ev) waives any objection that it may now or hereafter have to the venue of any such action or proceeding Legal Proceeding in any such court the Chosen Courts or that such action or proceeding Legal Proceeding was brought in an inconvenient court and agrees not to plead or claim the same; and (fvi) agrees that it will not bring any action Legal Proceeding relating to or arising out of this Agreement or the transactions contemplated hereby or thereby in any court other than the aforesaid courtsChosen Courts unless the Chosen Courts issue a final judgment determining that such court lacks jurisdiction. Each of Parent, Acquisition Sub Stockholder and the Company agrees that a final judgment and any interim relief (whether equitable or otherwise) in any action or proceeding Legal Proceeding in such courts as provided above shall the Chosen Courts will be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable law.

Consent to Jurisdiction. Each of the parties hereto (a) Parties irrevocably consents to the service of the summons and complaint and unconditionally agrees that any other process in any legal action or proceeding relating with respect to the transactions contemplated by this Agreement, for and on behalf of itself or any of its properties or assets, in accordance with Section 11.2 or in such other manner as may be permitted by applicable Law, and nothing in this Section 11.9 shall affect the right of any party to serve legal process in any other manner permitted by applicable Law; (b) irrevocably and unconditionally consents and submits itself and its properties and assets in any action or proceeding to the exclusive jurisdiction of 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) in the event any dispute or controversy arises out of this Agreement or any Ancillary Agreement and the transactions contemplated herebyrights and obligations arising hereunder or thereunder, or for recognition and enforcement of any judgment in respect thereof; (c) of this Agreement or any Ancillary Agreement and the rights and obligations arising hereunder or thereunder brought by the other Party hereto or its successors or assigns, shall be brought and determined exclusively in the Xxxxxx Xxxxxx Xxxxxxxx Xxxxx for the Southern District of New York, or, if United States federal jurisdiction is unavailable, in the Supreme Court of the State of New York, New York County. Each of the Parties hereby irrevocably submits and shall cause the members of its Group to submit with regard to any such action or proceeding for itself or for the members of its Group and in respect of its property or the property of the members of its Group, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (d) agrees that any actions or proceedings arising in connection with this Agreement or and shall cause the transactions contemplated hereby shall be brought, tried and determined only in the Court members 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); (e) 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 court and agrees its Group not to plead or claim the same; and (f) agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated hereby by this Agreement or any Ancillary Agreement in any court other than the aforesaid courts. Each of Parentthe Parties hereby irrevocably waives, Acquisition Sub and agrees not to assert, and shall cause the Company agrees that members of its Group to waive and not to assert by way of motion, as a final judgment defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement or any Ancillary Agreement, (a) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve in accordance with this Section 11.19, (b) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts as provided above shall be conclusive (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to the fullest extent permitted by the applicable Law, any claim that (i) the suit, action or proceeding in such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper or (iii) this Agreement or any Ancillary Agreement, or the subject matter hereof, may not be enforced in other jurisdictions or by suit on the judgment or in any other manner provided by applicable lawsuch courts.

Consent to Jurisdiction. Each of the parties hereto Party irrevocably agrees and consents (a) irrevocably consents to the service of the summons and complaint and any other process in any action or proceeding relating to the transactions contemplated by this Agreement, for and on behalf of submit itself or any of its properties or assets, in accordance with Section 11.2 or in such other manner as may be permitted by applicable Law, and nothing in this Section 11.9 shall affect the right of any party to serve legal process in any other manner permitted by applicable Law; (b) irrevocably and unconditionally consents and submits itself and its properties and assets in any action or proceeding to the exclusive jurisdiction of the Circuit Court for Baltimore City (Maryland), and to request assignment to the Business and Technology Case Management Program (the "Maryland Court") for the purpose of Chancery of the State of Delaware any Action (orwhether based on contract, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular mattertort or otherwise), any federal court within the State of Delaware) in the event any dispute directly or controversy arises indirectly, arising out of or relating to this Agreement or the transactions contemplated herebyby this Agreement or the actions of the Parties in the negotiation, or for recognition administration, performance and enforcement of any judgment in respect thereof; this Agreement, (cb) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; , (dc) agrees that any actions or proceedings arising in connection with this Agreement or the transactions contemplated hereby shall be brought, tried and determined only in 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); (e) it waives any objection that it may now or hereafter have to the laying of venue of any such action or proceeding Action in any such court or that such action or proceeding was brought in an inconvenient court the Maryland Court and agrees not to plead or claim in the same; and Maryland Court that such litigation brought therein has been brought in any inconvenient forum, (fd) agrees that it will not bring any action Action relating to this Agreement or the transactions contemplated hereby by this Agreement or the actions of the parties hereto in the negotiation, administration, performance and enforcement of this Agreement in any court other than the aforesaid courts. Each of ParentMaryland Court, Acquisition Sub and the Company agrees (e) that a final judgment in any action or proceeding in such courts as provided above Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable lawLaw. Each Party hereby irrevocably and unconditionally agrees to request and/or consent to the assignment of any Action to the Maryland Court's Business and Technology Case Management Program. Nothing in this Agreement shall limit or affect the rights of any Party to pursue appeals from any judgments or order of the Maryland Court as provided by Law. Each Party agrees, (x) to the extent such Party is not otherwise subject to service of process in the State of Maryland, to appoint and maintain an agent in the State of Maryland as such Party's agent for acceptance of legal process, and (y) that service of process may also be made on such Party by prepaid certified mail with a proof of mailing receipt validated by the United States Postal Service constituting evidence of valid service. Service made pursuant to clauses (x) or (y) above shall have the same legal force and effect as if served upon such Party personally within the State of Maryland.

Consent to Jurisdiction. Each of the parties hereto (a) Xxxxx Parties and the Xxxxxxx-Xxxxxx Parties irrevocably consents to the service of the summons and complaint and agrees that any other process in any legal action or proceeding relating with respect to the transactions contemplated by this Agreement, for and on behalf of itself or any of its properties or assets, in accordance with Section 11.2 or in such other manner as may be permitted by applicable Law, and nothing in this Section 11.9 shall affect the right of any party to serve legal process in any other manner permitted by applicable Law; (b) irrevocably and unconditionally consents and submits itself and its properties and assets in any action or proceeding to the exclusive jurisdiction of 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) in the event any dispute or controversy arises out of this Agreement or the transactions contemplated hereby, any provision hereof, the breach, performance, validity or invalidity hereof or for recognition and enforcement of any judgment in respect thereof; (c) agrees that it will not attempt to deny hereof brought by another party hereto or defeat such personal jurisdiction by motion its successors or other request for leave from any such court; (d) agrees that any actions or proceedings arising in connection with this Agreement or the transactions contemplated hereby shall permitted assigns may be brought, tried brought and determined only in 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 or state court within located in the State of Delaware); , and each of the Xxxxx Parties and the Xxxxxxx-Xxxxxx Parties hereby irrevocably submits with regard to any such action or proceeding for themselves and in respect to their property, generally and unconditionally, to the exclusive jurisdiction of the aforesaid courts. Each of the Xxxxx Parties and the Xxxxxxx-Xxxxxx Parties hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement, the transactions contemplated hereby, any provision hereof or the breach, performance, enforcement, validity or invalidity hereof, (ea) waives any objection claim that it may now or hereafter have is not personally subject to the venue jurisdiction of the above-named courts for any reason other than the failure to lawfully serve process, (b) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to the fullest extent permitted by Applicable Laws, that (i) the suit, action or proceeding in any such court or that such action or proceeding was is brought in an inconvenient court and agrees not to plead or claim forum, (ii) the same; and (f) agrees that it will not bring any action relating to this Agreement or the transactions contemplated hereby in any court other than the aforesaid courts. Each venue of Parentsuch suit, Acquisition Sub and the Company agrees that a final judgment in any action or proceeding in such courts as provided above shall be conclusive is improper and (iii) this Agreement, or the subject matter hereof, may not be enforced in other jurisdictions or by suit on the judgment or in any other manner provided by applicable lawsuch courts.

Consent to Jurisdiction. Each of the parties hereto (a) to this Agreement irrevocably consents submits to the service non-exclusive jurisdiction of the summons courts of the State of Nevada and complaint the courts of the United States located in Nevada and agrees that any other process in any action legal action, suit or proceeding arising out of or relating to the transactions contemplated by this Agreement, for and on behalf of itself Agreement or any of its properties the other Loan Documents may be brought against such party in any such courts. In addition, the Borrowers irrevocably submit to the non-exclusive jurisdiction of the courts of any State (each a “Real Property State”) where any real property described in any Real Property Security Agreement is located and the courts of the United States located in any such Real Property State and agrees that any legal action, suit or assetsproceeding arising out of or relating to any Real Property Security Agreement related to real property located in a Real Property State may be brought against such party in any such courts in such Real Property State. Final judgment against any party in any such action, suit or proceeding shall be conclusive and may be enforced in accordance with Section 11.2 any other jurisdiction by suit on the judgment, a certified or exemplified copy of which shall be conclusive evidence of the judgment, or in such any other manner as may be permitted provided by applicable Law, and nothing law. Nothing in this Section 11.9 8.12 shall affect the right of any party to commence legal proceedings or otherwise xxx any other party in any other appropriate jurisdiction, or concurrently in more than one jurisdiction, or to serve legal process, pleadings and other papers upon any other party in any manner authorized by the laws of any such jurisdiction. The Borrowers agree that process served either personally or by registered mail shall, to the extent permitted by law, constitutes adequate service of process in any other manner such suit. Each of the parties to this Agreement irrevocably waives to the fullest extent permitted by applicable LawGovernmental Rules (a) any objection which it may have now or in the future to the laying of the venue of any such action, suit or proceeding in any court referred to in the first sentence above; (b) irrevocably and unconditionally consents and submits itself and its properties and assets in any action claim that any such action, suit or proceeding to has been brought in an inconvenient forum; (c) its right of removal of any matter commenced by any other party in the exclusive jurisdiction of the Court of Chancery courts of the State of Delaware (or, only if the Court of Chancery Nevada or any Real Property State or to any court of the State of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware) in the event any dispute or controversy arises out of this Agreement or the transactions contemplated hereby, or for recognition and enforcement of any judgment in respect thereof; (c) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such courtUnited States; (d) agrees that any actions immunity which it or proceedings its assets may have in respect of its obligations under this Agreement or any other Loan Document from any suit, execution, attachment (whether provisional or final, in aid of execution, before judgment or otherwise) or other legal process; and (e) any right it may have to require the moving party in any suit, action or proceeding brought in any of the courts referred to above arising out of or in connection with this Agreement or any other Loan Document to post security for the transactions contemplated hereby shall be brought, tried and determined only in 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); (e) waives any objection that it may now or hereafter have to the venue costs of any such action party or proceeding in any such court to post a bond or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same; and (f) agrees that it will not bring any action relating to this Agreement or the transactions contemplated hereby in any court other than the aforesaid courts. Each of Parent, Acquisition Sub and the Company agrees that a final judgment in any action or proceeding in such courts as provided above shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable lawtake similar action.

Consent to Jurisdiction. Each It is the desire and intent of the parties hereto (a) irrevocably consents that any disputes or controversies arising under or in connection with this Agreement be resolved pursuant to the service of the summons and complaint and any other process in any action or proceeding relating to the transactions contemplated by this Agreement, for and on behalf of itself or any of its properties or assets, arbitration in accordance with Section 11.2 8(j); provided, however, that, to the extent that Section 8(j) is held to be invalid or unenforceable for any reason, and the result is that the parties hereto are precluded from resolving any claim arising under or in such other manner as may be permitted by applicable Lawconnection with this Agreement pursuant to the terms of Section 8(j) (after giving effect to the terms of Section 8(b), and nothing in the following provisions of this Section 11.9 8(l) shall govern the resolution of all disputes or controversies arising under this Agreement. With respect to any suit, action or proceeding (“Proceeding”) arising out of or relating to this Agreement or any transaction contemplated hereby each of the parties hereto hereby irrevocably (a) submits to the exclusive jurisdiction of (A) the United States District Court for the Southern District of New York or (B) in the event that such court lacks jurisdiction to hear the claim, the state courts of New York located in the borough of Manhattan, New York City (the “Selected Courts”) and waives any objection to venue being laid in the Selected Courts whether based on the grounds of forum non conveniens or otherwise and hereby agrees not to commence any such Proceeding other than before one of the Selected Courts; provided, however, that a party may commence any Proceeding in a court other than a Selected Court solely for the purpose of enforcing an order or judgment issued by one of the Selected Courts; (b) consents to service of process in any Proceeding by the mailing of copies thereof by registered or certified mail, postage prepaid, or by recognized international express carrier or delivery service, to their respective addresses referred to in Section 8(a) hereof; provided, however, that nothing herein shall affect the right of any party hereto to serve legal process in any other manner permitted by applicable Lawlaw; (b) irrevocably and unconditionally consents and submits itself and its properties and assets in any action or proceeding to the exclusive jurisdiction of 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) in the event any dispute or controversy arises out of this Agreement or the transactions contemplated hereby, or for recognition and enforcement of any judgment in respect thereof; (c) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW THAT CANNOT BE WAIVED, WAIVES, AND COVENANTS THAT IT WILL NOT ASSERT (dWHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE) agrees that any actions or proceedings arising in connection with this Agreement or the transactions contemplated hereby shall be broughtANY RIGHT TO TRIAL BY JURY IN ANY ACTION ARISING IN WHOLE OR IN PART UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE CONTEMPLATED TRANSACTIONS, tried and determined only in the Court of Chancery of the State of Delaware (orWHETHER NOW EXISTING OR HEREAFTER ARISING, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matterAND WHETHER SOUNDING IN CONTRACT, any federal court within the State of Delaware); (e) 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 court and agrees not to plead or claim the same; and (f) agrees that it will not bring any action relating to this Agreement or the transactions contemplated hereby in any court other than the aforesaid courts. Each of ParentTORT OR OTHERWISE, Acquisition Sub and the Company agrees that a final judgment in any action or proceeding in such courts as provided above shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable lawAND AGREES THAT ANY OF THEM MAY FILE A COPY OF THIS PARAGRAPH WITH ANY COURT AS WRITTEN EVIDENCE OF THE KNOWING, VOLUNTARY AND BARGAINED-FOR AGREEMENT AMONG THE PARTIES IRREVOCABLY TO WAIVE ITS RIGHT TO TRIAL BY JURY IN ANY PROCEEDING WHATSOEVER BETWEEN THEM RELATING TO THIS AGREEMENT OR ANY OF THE CONTEMPLATED TRANSACTIONS WILL INSTEAD BE TRIED IN A COURT OF COMPETENT JURISDICTION BY A JUDGE SITTING WITHOUT A JURY.

Consent to Jurisdiction. Each of the parties hereto hereby (a) irrevocably consents agrees that any claim, suit, action or other proceeding, directly or indirectly, arising out of, under or relating to this Agreement or the service other Loan Documents, will be heard and determined in the Chancery Court of the summons State of Delaware (and complaint and any each agrees that no such claim, action, suit or other process in any action or proceeding relating to this Agreement or the transactions contemplated other Loan Documents will be brought by this Agreement, for and on behalf of itself it or any of its properties or assets, in accordance with Section 11.2 or Affiliates except in such court), subject to any appeal, provided that if jurisdiction is not then available in the Chancery Court of the State of Delaware, then any such claim, suit, action or other manner as proceeding may be permitted by applicable Law, and nothing in this Section 11.9 shall affect the right of any party to serve legal process brought in any other manner permitted by applicable Law; Delaware state court or any federal court located in the State of Delaware and (b) irrevocably and unconditionally consents and submits itself and its properties and assets in any action or proceeding to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (orany such court in any such claim, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular mattersuit, any federal court within the State of Delaware) in the event any dispute or controversy arises out of this Agreement or the transactions contemplated hereby, or for recognition and enforcement of any judgment in respect thereof; (c) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion action or other request for leave from any such court; (d) agrees that any actions or proceedings arising in connection with this Agreement or proceeding and irrevocably and unconditionally waives the transactions contemplated hereby shall be brought, tried and determined only in the Court defense 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); (e) waives any objection that it may now or hereafter have an inconvenient forum to the venue maintenance of any such claim, suit, action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same; and (f) agrees that it will not bring any action relating to this Agreement or the transactions contemplated hereby in any court other than the aforesaid courtsproceeding. Each of Parentthe parties hereto further agrees that, Acquisition Sub and to the Company agrees fullest extent permitted by applicable Law, service of any process, summons, notice or document by U.S. registered mail to such Person’s respective address set forth in Section 10.12 will be effective service of process for any claim, action, suit or other proceeding in Delaware with respect to any matters to which it has submitted to jurisdiction as set forth above in the immediately preceding sentence. The parties hereto hereby agree that a final judgment in any such claim, suit, action or other proceeding in such courts as provided above shall will be conclusive conclusive, subject to any appeal, and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable lawLaw.

Consent to Jurisdiction. Each Guarantor irrevocably submits generally and unconditionally for itself and in respect of the parties hereto (a) irrevocably consents its property to the service nonexclusive jurisdiction of any state or federal court sitting in the summons and complaint and State over any other process in any suit, action or proceeding arising out of, or relating to the transactions contemplated by to, this Agreement, for and on behalf of itself or any of its properties or assets, in accordance with Section 11.2 or in such other manner as may be permitted by applicable LawGuaranty, and nothing irrevocably agrees that all claims in this Section 11.9 shall affect the right respect of any party to serve legal process in any other manner permitted by applicable Law; (b) irrevocably and unconditionally consents and submits itself and its properties and assets in any such action or proceeding may be heard and determined in such state or federal court. Guarantor irrevocably waives, to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (orfullest extent permitted by law, 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) in the event any dispute or controversy arises out of this Agreement or the transactions contemplated hereby, or for recognition and enforcement of any judgment in respect thereof; (c) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (d) agrees that any actions or proceedings arising in connection with this Agreement or the transactions contemplated hereby shall be brought, tried and determined only in 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); (e) waives any objection that it Guarantor may now or hereafter have to the laying of venue of any such suit, action or proceeding brought in any such court, and any claims that any such suit, action or proceeding is brought in an inconvenient forum. Final judgment in any such suit, action or proceeding brought in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same; and (f) agrees that it will not bring any action relating to this Agreement or the transactions contemplated hereby in any court other than the aforesaid courts. Each of Parent, Acquisition Sub and the Company agrees that a final judgment in any action or proceeding in such courts as provided above shall be conclusive and binding upon Guarantor and may be enforced in other jurisdictions any court in which Guarantor is subject to jurisdiction, by a suit on upon such judgment provided that service of process is effected upon Guarantor as provided in the judgment Loan Documents or in any other manner provided as otherwise permitted by applicable lawLegal Requirements. Guarantor hereby releases, to the extent permitted by applicable Legal Requirements, all errors and all rights of exemption, appeal, stay of execution, inquisition, and other rights to which Guarantor may otherwise be entitled under the laws of the United States of America or of any state of possession of the United States of America now in force and which may hereinafter be enacted. The authority and power to appear for and enter judgment against Guarantor shall not be exhausted by one or more exercises thereof or by any imperfect exercise thereof and shall not be extinguished by any judgment entered pursuant thereto. Such authority may be exercised on one or more occasions or from time to time in the same or different jurisdiction as often as Lender shall deem necessary and desirable, for all of which this Guaranty shall be sufficient warrant.

Consent to Jurisdiction. Each of the parties hereto Party irrevocably agrees and consents (a) irrevocably consents to the service of the summons and complaint and any other process in any action or proceeding relating to the transactions contemplated by this Agreement, for and on behalf of submit itself or any of its properties or assets, in accordance with Section 11.2 or in such other manner as may be permitted by applicable Law, and nothing in this Section 11.9 shall affect the right of any party to serve legal process in any other manner permitted by applicable Law; (b) irrevocably and unconditionally consents and submits itself and its properties and assets in any action or proceeding to the exclusive jurisdiction of the Circuit Court for Baltimore City (Maryland), and to request assignment to the Business and Technology Case Management Program (the “Maryland Court”) for the purpose of Chancery of the State of Delaware any Action (orwhether based on contract, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular mattertort or otherwise), any federal court within the State of Delaware) in the event any dispute directly or controversy arises indirectly, arising out of or relating to this Agreement or the transactions contemplated herebyby this Agreement or the actions of the Parties in the negotiation, or for recognition administration, performance and enforcement of any judgment in respect thereof; this Agreement, (cb) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; , (dc) agrees that any actions or proceedings arising in connection with this Agreement or the transactions contemplated hereby shall be brought, tried and determined only in 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); (e) it waives any objection that it may now or hereafter have to the laying of venue of any such action or proceeding Action in any such court or that such action or proceeding was brought in an inconvenient court the Maryland Court and agrees not to plead or claim in the same; and Maryland Court that such litigation brought therein has been brought in any inconvenient forum, (fd) agrees that it will not bring any action Action relating to this Agreement or the transactions contemplated hereby by this Agreement or the actions of the parties hereto in the negotiation, administration, performance and enforcement of this Agreement in any court other than the aforesaid courts. Each of ParentMaryland Court, Acquisition Sub and the Company agrees (e) that a final judgment in any action or proceeding in such courts as provided above Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable lawLaw. Each Party hereby irrevocably and unconditionally agrees to request and/or consent to the assignment of any Action to the Maryland Court’s Business and Technology Case Management Program. Nothing in this Agreement shall limit or affect the rights of any Party to pursue appeals from any judgments or order of the Maryland Court as provided by Law. Each Party agrees, (x) to the extent such Party is not otherwise subject to service of process in the State of Maryland, to appoint and maintain an agent in the State of Maryland as such Party’s agent for acceptance of legal process, and (y) that service of process may also be made on such Party by prepaid certified mail with a proof of mailing receipt validated by the United States Postal Service constituting evidence of valid service. Service made pursuant to clauses (x) or (y) above shall have the same legal force and effect as if served upon such Party personally within the State of Maryland.

Consent to Jurisdiction. Each of the parties hereto (a) irrevocably consents to the service of the summons and complaint and any other process in any action or proceeding relating to the transactions contemplated by this Agreement, the Commitment Letter and the Guarantee, for and on behalf of itself or any of its properties or assets, in accordance with Section 11.2 9.10 or in such other manner as may be permitted by applicable Lawlaw, and nothing in this Section 11.9 9.10 shall affect the right of any party to serve legal process in any other manner permitted by applicable Law; law, (b) irrevocably and unconditionally consents and submits itself and its properties and assets in any action or proceeding to the exclusive general jurisdiction of the Delaware Court of Chancery of and any state appellate court therefrom within the State of Delaware (or, only if the Delaware Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware) in the event any dispute or controversy arises out of this Agreement Agreement, the Commitment Letter, the Guarantee or the transactions contemplated herebyhereby or thereby, the Commitment Letter, the Guarantee, or for recognition and enforcement of any judgment in respect thereof; , (c) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; , (d) agrees that any actions or proceedings arising in connection with this Agreement Agreement, the Commitment Letter, the Guarantee or the transactions contemplated hereby or thereby shall be brought, tried and determined only in the Delaware Court of Chancery of and any state appellate court therefrom within the State of Delaware (or, only if the Delaware Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware); , (e) 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 court and agrees not to plead or claim the same; same and (f) agrees that it will not bring any action relating to this Agreement Agreement, the Commitment Letter, the Guarantee or the transactions contemplated hereby or thereby in any court other than the aforesaid courts. Each of ParentNewco, Acquisition Merger Sub and the Company agrees that a final judgment in any action or proceeding in such courts as provided above shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable law.

Consent to Jurisdiction. Each of the parties hereto (a) irrevocably consents to Each of Parent, the service of the summons Company and complaint and any other process in any action or proceeding relating to the transactions contemplated by this Agreement, for and on behalf of itself or any of its properties or assets, in accordance with Section 11.2 or in such other manner as may be permitted by applicable Law, and nothing in this Section 11.9 shall affect the right of any party to serve legal process in any other manner permitted by applicable Law; (b) Buyer hereby irrevocably and unconditionally consents and submits itself and its properties and assets in any action or proceeding to the exclusive jurisdiction of (i) the Court of Chancery courts of the State of Delaware New Jersey and (orii) the United States District Court for the District of New Jersey for the purposes of any Action arising out of or relating to the Transaction, only if this Agreement or any other Transaction Document, any provision hereof or thereof or the Court breach, performance, enforcement, validity or invalidity hereof or thereof. Each of Chancery Parent and the Company agrees that service of any process, summons, notice or document hand delivered or sent by U.S. registered mail to its respective address set forth in Section 15.7 will be effective service of process for any Action brought against it in any such court with respect to any matters to which it has submitted to jurisdiction as set forth above. Buyer agrees that service of any process, summons, notice or document hand delivered or sent by U.S. registered mail to Buyer's address set forth in Section 15.7 will be effective service of process for any Action brought against it in any such court with respect to any matters to which it has submitted to jurisdiction as set forth above. Each of Parent, the Company and Buyer irrevocably and unconditionally waives any objection to the laying of venue of any Action arising out of or relating to the Transaction, this Agreement or any other Transaction Document, any provision hereof or thereof or the breach, performance, enforcement, validity or invalidity hereof or thereof in (i) the courts of the State of Delaware declines to accept jurisdiction over a particular matterNew Jersey or (ii) the United States District Court for the District of New Jersey, any federal court within the State of Delaware) in the event any dispute or controversy arises out of this Agreement or the transactions contemplated hereby, or for recognition and enforcement of any judgment in respect thereof; (c) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (d) agrees that any actions or proceedings arising in connection with this Agreement or the transactions contemplated hereby shall be brought, tried further irrevocably and determined only in 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); (e) unconditionally 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 court and agrees not to plead or claim the same; and (f) agrees that it will not bring any action relating to this Agreement or the transactions contemplated hereby in any such court other than that any such Action brought in any such court has been brought in an inconvenient forum. Notwithstanding the aforesaid courts. Each of foregoing, Parent, Acquisition Sub and the Company agrees and Buyer agree that a final judgment in any action or proceeding in such courts as provided above so brought shall be conclusive and may be enforced in other jurisdictions by suit on the judgment in any jurisdiction or in any other manner provided by applicable lawin Law or in equity.

Consent to Jurisdiction. Each of the parties hereto Parties (a) irrevocably consents to the service of the summons and complaint and any other process (whether inside or outside the territorial jurisdiction of the Chosen Courts) in any action or proceeding Legal Proceeding relating to the transactions contemplated by this AgreementMerger, for and on behalf of itself or any of its properties or assets, in accordance with Section 11.2 9.2 or in such other manner as may be permitted by applicable Law, and but nothing in this Section 11.9 shall 9.10 will affect the right of any party Party to serve legal process in any other manner permitted by applicable Law; (b) irrevocably and unconditionally consents and submits itself and its properties and assets in any action or proceeding Legal Proceeding to the exclusive general jurisdiction of 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) Chosen Courts in the event that any dispute or controversy arises out of this Agreement or the transactions contemplated hereby, or for recognition and enforcement of any judgment in respect thereofMerger; (c) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such courtChosen Court; (d) agrees that any actions or proceedings Legal Proceeding arising in connection with this Agreement or the transactions contemplated hereby shall Merger will be brought, tried and determined only in 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)Chosen Courts; (e) waives any objection that it may now or hereafter have to the venue of any such action or proceeding Legal Proceeding in any such court the Chosen Courts or that such action or proceeding Legal Proceeding was brought in an inconvenient court and agrees not to plead or claim the same; and (f) agrees that it will not bring any action Legal Proceeding relating to this Agreement or the transactions contemplated hereby Merger in any court other than the aforesaid courtsChosen Courts. Each of Parent, Acquisition Merger Sub and the Company agrees that a final judgment in any action or proceeding Legal Proceeding in such courts as provided above shall the Chosen Courts will be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable lawLaw.

Consent to Jurisdiction. Each of the parties hereto (a) irrevocably The Company hereby consents to the jurisdiction of any state or federal court located within the County of New York, State of New York and irrevocably agrees that, subject to the purchaser's election, all actions or proceedings relating to this Agreement, the Series 1 Certificate of Designations, the Shares or the Conversion Shares may be litigated in such courts. The Company accepts for itself and in connection with its properties, generally and unconditionally, the nonexclusive jurisdiction of the aforesaid courts and waives any defense of forum non conveniens, and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Agreement, the Series 1 Certificate of Designations, the Amended and Restated Registration Rights Agreement, the Shares or the Conversion Shares. The Company designates and appoints CSC, the United States Corporation Company, and such other persons as may hereafter be selected by the Company and which irrevocably agree in writing to so serve as its agent, to receive on its behalf service of the summons and complaint and any other all process in any action or such proceeding relating in any such court, such service being hereby acknowledged by the Company to be effective and binding service in every respect. A copy of any such process so served shall be mailed by registered mail to the transactions contemplated by this Agreement, for and on behalf Company at the address of itself or any of its properties or assets, in accordance with Section 11.2 or in such other manner as may be permitted the Company provided hereunder except that unless otherwise provided by applicable Lawlaw, any failure to mail such copy shall not affect the validity of service of process. As an alternative to service of process on such agent (whether or not any such agent has been appointed), the Company hereby agrees that service upon it by mail shall constitute sufficient notice and nothing in this Section 11.9 service of process. Nothing herein shall affect the right of any party to serve legal process in any other manner permitted by applicable Law; (b) irrevocably and unconditionally consents and submits itself and its properties and assets in any action law or proceeding to shall limit the exclusive jurisdiction right of the Court of Chancery of purchaser to bring proceedings or obtain or enforce judgments against 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) Company in the event any dispute or controversy arises out of this Agreement or the transactions contemplated hereby, or for recognition and enforcement courts of any judgment in respect thereof; (c) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (d) agrees that any actions or proceedings arising in connection with this Agreement or the transactions contemplated hereby shall be brought, tried and determined only in 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); (e) 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 court and agrees not to plead or claim the same; and (f) agrees that it will not bring any action relating to this Agreement or the transactions contemplated hereby in any court other than the aforesaid courts. Each of Parent, Acquisition Sub and the Company agrees that a final judgment in any action or proceeding in such courts as provided above shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable lawjurisdiction.

Consent to Jurisdiction. Each of the parties hereto (a) GENERICO and NEW ALPHA irrevocably consents to the service of the summons and complaint and agrees that any other process in any legal action or proceeding relating with respect to the transactions contemplated by this Agreement, for and on behalf of itself or any of its properties or assets, in accordance with Section 11.2 or in such other manner as may be permitted by applicable Law, and nothing in this Section 11.9 shall affect the right of any party to serve legal process in any other manner permitted by applicable Law; (b) irrevocably and unconditionally consents and submits itself and its properties and assets in any action or proceeding to the exclusive jurisdiction of 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) in the event any dispute or controversy arises out of this Agreement or the transactions contemplated hereby, any provision hereof, the breach, performance, validity or invalidity hereof or for recognition and enforcement of any judgment in respect thereof; (c) agrees that it will not attempt to deny hereof brought by another Party or defeat such personal jurisdiction by motion its successors or other request for leave from any such court; (d) agrees that any actions or proceedings arising in connection with this Agreement or the transactions contemplated hereby permitted assigns shall be brought, tried brought and determined only in 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 or state court within located in the State of Delaware); , and each of GENERICO and NEW ALPHA hereby irrevocably submits with regard to any such action or proceeding for themselves and in respect to their property, generally and unconditionally, to the exclusive jurisdiction of the aforesaid courts. Each of GENERICO and NEW ALPHA hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement, the transactions contemplated hereby, any provision hereof or the breach, performance, enforcement, validity or invalidity hereof, (eA) waives any objection claim that it may now or hereafter have is not personally subject to the venue jurisdiction of the above-named courts for any reason other than the failure to lawfully serve process, (B) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (C) to the fullest extent permitted by applicable laws, that (i) the suit, action or proceeding in any such court or that such action or proceeding was is brought in an inconvenient court and agrees not to plead or claim forum, (ii) the same; and (f) agrees that it will not bring any action relating to this Agreement or the transactions contemplated hereby in any court other than the aforesaid courts. Each venue of Parentsuch suit, Acquisition Sub and the Company agrees that a final judgment in any action or proceeding in such courts as provided above shall be conclusive is improper and (iii) this Agreement, or the subject matter hereof, may not be enforced in other jurisdictions or by suit on the judgment or in any other manner provided by applicable lawsuch courts.

Consent to Jurisdiction. Each of the parties hereto (a) Borrower irrevocably consents submits to the service of the summons and complaint and any other process in any action or proceeding relating to the transactions contemplated by this Agreement, for and on behalf of itself or any of its properties or assets, in accordance with Section 11.2 or in such other manner as may be permitted by applicable Law, and nothing in this Section 11.9 shall affect the right of any party to serve legal process in any other manner permitted by applicable Law; (b) irrevocably and unconditionally consents and submits itself and its properties and assets in any action or proceeding to the non-exclusive jurisdiction of the Court of Chancery courts of the State of Delaware (or, only if New York and the Court of Chancery courts of the State United States of Delaware declines to accept jurisdiction over a particular matterAmerica, any federal court within the State of Delaware) in either case located in the event any dispute or controversy arises out City of this Agreement or the transactions contemplated herebyNew York, or for recognition and enforcement of any judgment in respect thereof; (c) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (d) agrees that any actions or proceedings arising in connection with this Agreement or the transactions contemplated hereby shall be broughtlegal action, tried and determined only in 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); (e) waives any objection that it may now or hereafter have to the venue of any such action suit or proceeding in any such court arising out of or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same; and (f) agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated hereby other Credit Documents may be brought against such party in any court other than the aforesaid such courts. Each of Parent, Acquisition Sub and the Company agrees that a final Final judgment against any Borrower in any action such action, suit or proceeding in such courts as provided above shall be conclusive and may be enforced in any other jurisdictions jurisdiction by suit on the judgment judgment, a certified or exemplified copy of which shall be conclusive evidence of the judgment, or in any other manner provided by law. Nothing in this Paragraph 8.13 shall affect the right of Agent or any Lender to commence legal proceedings or otherwise xxx any Borrower in any other appropriate jurisdiction, or concurrently in more than one jurisdiction, or to serve process, pleadings and other papers upon any Borrower in any manner authorized by the laws of any such jurisdiction. Each Borrower agrees that process served either personally or by registered mail shall, to the extent permitted by law, constitute adequate service of process in any such suit. Without limiting the foregoing, each Borrower hereby appoints, in the case of any such action or proceeding brought in the courts of or in the State of New York, CT Corporation, with offices on the date hereof at 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, to receive for it and on its behalf, service of process in the State of New York with respect thereto, provided each Borrower may appoint any other person, reasonably acceptable to Agent, with offices in the State of New York to replace such agent for service of process upon delivery to Agent of a reasonably acceptable agreement of such new agent agreeing so to act. Each Borrower irrevocably waives to the fullest extent permitted by applicable lawlaw (a) any objection which it may have now or in the future to the laying of the venue of any such action, suit or proceeding in any court referred to in the first sentence above, (b) any claim that any such action, suit or proceeding has been brought in an inconvenient forum, (c) its right of removal of any matter commenced by any other party in the courts of the State of New York to any court of the United States of America, (d) any immunity which it or its assets may have in respect of its obligations under this Agreement or any other Credit Document from any suit, execution, attachment (whether provisional or final, in aid of execution, before judgment or otherwise) or other legal process, and (e) any right it may have to require the moving party in any suit, action or proceeding brought in any of the courts referred to above arising out of or in connection with this Agreement or any other Credit Document to post security for the costs of such Borrower or to post a bond or to take similar action. The obligations of Borrower under this Paragraph 8.13 shall survive the payment and performance of the Obligations and the termination of this Agreement.

Consent to Jurisdiction. Each of the parties hereto party to this Agreement, by its execution hereof, (a) hereby irrevocably consents submits to the service of the summons and complaint and any other process in any action or proceeding relating to the transactions contemplated by this Agreement, for and on behalf of itself or any of its properties or assets, in accordance with Section 11.2 or in such other manner as may be permitted by applicable Law, and nothing in this Section 11.9 shall affect the right of any party to serve legal process in any other manner permitted by applicable Law; (b) irrevocably and unconditionally consents and submits itself and its properties and assets in any action or proceeding to the non-exclusive jurisdiction of the Court of Chancery State Courts of the State of Delaware (orNew York, only if New York County or the United States District Court of Chancery of located in the State of Delaware declines to accept jurisdiction over a particular matterNew York, any federal court within New York County for the State of Delaware) in the event any dispute or controversy arises out of this Agreement or the transactions contemplated hereby, or for recognition and enforcement purpose of any judgment in respect thereof; (c) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (d) agrees that any actions and all actions, suits or proceedings arising in whole or in part out of, related to, based upon or in connection with this Agreement or the transactions contemplated subject matter hereof, (b) hereby shall be broughtwaives to the extent not prohibited by Applicable Law, tried and determined only agrees not to assert, by way of motion, as a defense or otherwise, in any such action, any claim that it is not subject personally to the Court of Chancery jurisdiction of the State of Delaware (orabove-named courts, only if the Court of Chancery that its property is exempt or immune from attachment or execution, that any such action brought in one of the State above-named courts should be dismissed on grounds of Delaware declines forum non conveniens, should be transferred to accept jurisdiction over a particular matterany court other than one of the above-named courts, or should be stayed by reason of the pendency of some other proceeding in any federal other court within other than one of the State above-named courts, or that this Agreement or the subject matter hereof may not be enforced in or by such court and (c) hereby agrees not to commence any such action other than before one of Delaware); (e) waives the above-named courts nor to make any objection that it may now motion or hereafter have take any other action seeking or intending to cause the venue transfer or removal of any such action to any court other than one of the above-named courts whether on the grounds of inconvenient forum or proceeding otherwise. Each party hereby (i) consents to service of process in any such court action in any manner permitted by New York law; (ii) agrees that service of process made in accordance with clause (i) or that made by registered or certified mail, return receipt requested, at its address specified pursuant to Section 18, shall constitute good and valid service of process in any such action or proceeding was brought in an inconvenient court and (iii) waives and agrees not to plead assert (by way of motion, as a defense, or claim the same; and (fotherwise) agrees that it will not bring any action relating to this Agreement or the transactions contemplated hereby in any court other than the aforesaid courts. Each such action any claim that service of Parent, Acquisition Sub process made in accordance with clause (i) or (ii) does not constitute good and the Company agrees that a final judgment in any action or proceeding in such courts as provided above shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable lawvalid service of process.

Consent to Jurisdiction. Each of the The parties hereto (a) hereby irrevocably consents submit to the service of the summons and complaint and any other process in any action or proceeding relating to the transactions contemplated by this Agreement, for and on behalf of itself or any of its properties or assets, in accordance with Section 11.2 or in such other manner as may be permitted by applicable Law, and nothing in this Section 11.9 shall affect the right of any party to serve legal process in any other manner permitted by applicable Law; (b) irrevocably and unconditionally consents and submits itself and its properties and assets in any action or proceeding to the non-exclusive jurisdiction of the Court of Chancery courts of the State of Delaware (or, only if New York and the Court of Chancery federal courts of the State United States of Delaware declines to accept jurisdiction America located in New York, and appropriate appellate courts therefrom, over a particular matter, any federal court within the State of Delaware) in the event any dispute or controversy arises arising out of or relating to this Agreement or any of the transactions contemplated hereby, or for recognition and enforcement of any judgment each party hereby irrevocably agrees that all claims in respect thereof; (c) agrees that it will not attempt to deny of such dispute or defeat such personal jurisdiction by motion or other request for leave from any such court; (d) agrees that any actions or proceedings arising in connection with this Agreement or the transactions contemplated hereby shall proceeding may be brought, tried heard and determined only in such courts. The parties hereby irrevocably waive, to 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 matterfullest extent permitted by applicable law, any federal court within the State of Delaware); (e) waives any objection that it which they may now or hereafter have to the laying of venue of any such action dispute arising out of or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same; and (f) agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated hereby brought in such court or any court other than defense of inconvenient forum for the aforesaid courtsmaintenance of such dispute. Each of Parent, Acquisition Sub and the Company parties hereto agrees that a final judgment in any action or proceeding in such courts as provided above shall be conclusive and dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable law. This consent to jurisdiction is being given solely for purposes of this Agreement and is not intended to, and shall not, confer consent to jurisdiction with respect to any other dispute in which a party to this Agreement may become involved. Each of the parties hereto hereby consents to process being served by any party to this Agreement in any suit, action, or proceeding of the nature specified in the paragraph above by the mailing of a copy thereof in the manner specified by the provisions of subsection (b) of this Section 11. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT.

Consent to Jurisdiction. Each of the parties hereto Parties: (a) irrevocably consents to the service of the summons and complaint and any other process (whether inside or outside the territorial jurisdiction of the Chosen Courts) in any action or proceeding Legal Proceeding relating to the transactions contemplated by this AgreementTransaction, for and on behalf of itself or any of its properties or assets, in accordance with Section 11.2 10.1 or in such other manner as may be permitted by applicable Law, and nothing in this Section 11.9 shall 10.10 will affect the right of any party Party to serve legal process in any other manner permitted by applicable Law; (b) irrevocably and unconditionally consents and submits itself and its properties and assets in any action or proceeding Legal Proceeding to the exclusive general jurisdiction of the Court of Chancery of the State of Delaware and any state appellate court therefrom within the State of Delaware (or, only solely if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any other state or federal court within the State of Delaware) (the “Chosen Courts”) in the event of any dispute or controversy arises relating to or arising out of this Agreement or the transactions contemplated hereby, hereby or for recognition and enforcement of any judgment in respect thereofthereby; (c) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (d) agrees that any actions Legal Proceeding relating to or proceedings arising in connection with out of this Agreement or the transactions contemplated hereby shall or thereby will be brought, tried and determined only in 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)Chosen Courts; (e) waives any objection that it may now or hereafter have to the venue of any such action or proceeding Legal Proceeding in any such court the Chosen Courts or that such action or proceeding Legal Proceeding was brought in an inconvenient court and agrees not to plead or claim the same; and (f) agrees that it will not bring any action Legal Proceeding relating to or arising out of this Agreement or the transactions contemplated hereby or thereby in any court other than the aforesaid courtsChosen Courts unless the Chosen Courts issue a final judgment determining that such court lacks jurisdiction. Each of Parent, Acquisition Sub The Purchaser and the Company agrees agree that a final judgment and any interim relief (whether equitable or otherwise) in any action or proceeding Legal Proceeding in such courts as provided above shall the Chosen Courts will be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable lawLaw.

Consent to Jurisdiction. Each of the parties hereto (a) Parties irrevocably consents to the service of the summons and complaint and unconditionally agrees that any other process in any legal action or proceeding relating with respect to the transactions contemplated by this Agreement, for and on behalf of itself or any of its properties or assets, in accordance with Section 11.2 or in such other manner as may be permitted by applicable Law, and nothing in this Section 11.9 shall affect the right of any party to serve legal process in any other manner permitted by applicable Law; (b) irrevocably and unconditionally consents and submits itself and its properties and assets in any action or proceeding to the exclusive jurisdiction of 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) in the event any dispute or controversy arises out of this Agreement or any Ancillary Agreement and the transactions contemplated herebyrights and obligations arising hereunder or thereunder, or for recognition and enforcement of any judgment in respect thereof; (c) of this Agreement or any Ancillary Agreement and the rights and obligations arising hereunder or thereunder brought by the other Party hereto or its successors or assigns, shall be brought and determined exclusively in the United States District Court for the Southern District of New York, or, if United States federal jurisdiction is unavailable, in the Supreme Court of the State of New York, New York County. Each of the Parties hereby irrevocably submits and shall cause the members of its Group to submit with regard to any such action or proceeding for itself or for the members of its Group and in respect of its property or the property of the members of its Group, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (d) agrees that any actions or proceedings arising in connection with this Agreement or and shall cause the transactions contemplated hereby shall be brought, tried and determined only in the Court members 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); (e) 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 court and agrees its Group not to plead or claim the same; and (f) agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated hereby by this Agreement or any Ancillary Agreement in any court other than the aforesaid courts. Each of Parentthe Parties hereby irrevocably waives, Acquisition Sub and agrees not to assert, and shall cause the Company agrees that members of its Group to waive and not to assert by way of motion, as a final judgment defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement or any Ancillary Agreement, (a) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve in accordance with this Section 11.19, (b) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts as provided above shall be conclusive (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to the fullest extent permitted by the applicable Law, any claim that (i) the suit, action or proceeding in such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper or (iii) this Agreement or any Ancillary Agreement, or the subject matter hereof, may not be enforced in other jurisdictions or by suit on the judgment or in any other manner provided by applicable lawsuch courts.

Consent to Jurisdiction. Each of the parties agrees that all actions, suits or proceedings arising out of or based upon this Agreement or the subject matter hereof shall be brought and maintained exclusively in the federal and state courts of the State of Utah. Each of the parties hereto by execution hereof (ai) hereby irrevocably consents submits to the service of the summons and complaint and any other process in any action or proceeding relating to the transactions contemplated by this Agreement, for and on behalf of itself or any of its properties or assets, in accordance with Section 11.2 or in such other manner as may be permitted by applicable Law, and nothing in this Section 11.9 shall affect the right of any party to serve legal process in any other manner permitted by applicable Law; (b) irrevocably and unconditionally consents and submits itself and its properties and assets in any action or proceeding to the exclusive jurisdiction of the Court of Chancery of federal and state courts in the State of Delaware (orUtah for the purpose of any action, 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) in the event any dispute suit or controversy arises proceeding arising out of or based upon this Agreement or the transactions contemplated herebysubject matter hereof and (ii) hereby waives to the extent not prohibited by applicable law, and agrees not to assert, by way of motion, as a defense or otherwise, in any such action, suit or proceeding, any claim that such party is not subject personally to the jurisdiction of the above-named courts, that it or he is immune from extraterritorial injunctive relief or other injunctive relief, that its or his property is exempt or immune from attachment or execution, that any such action, suit or proceeding may not be brought or maintained in one of the above-named courts, that any such action, suit or proceeding brought or maintained in one of the above-named courts should be dismissed on grounds of forum non conveniens, should be transferred to any court other than one of the above-named courts, should be stayed by virtue of the pendency of any other action, suit or proceeding in any court other than one of the above-named courts, or for recognition and enforcement of any judgment in respect thereof; (c) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (d) agrees that any actions or proceedings arising in connection with this Agreement or the transactions contemplated hereby shall subject matter hereof may not be brought, tried and determined only enforced in the Court of Chancery or by any of the State of Delaware (or, only if the Court of Chancery above-named courts. Each of the State parties hereto hereby consents to service of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware); (e) waives any objection that it may now or hereafter have to the venue of process in any such suit, action or proceeding in any such court manner permitted by the laws of the State of Utah, agrees that service of process by registered or that such action certified mail, return receipt requested, at the address specified in or proceeding was brought in an inconvenient court pursuant to Section 9 is reasonably calculated to give actual notice and waives and agrees not to plead assert by way of motion, as a defense or otherwise, in any such action, suit or proceeding any claim that service of process made in accordance with Section 9 does not constitute good and sufficient service of process. The provisions of this Section 7(b) shall not restrict the same; and (f) agrees that it will not bring ability of any action relating party to this Agreement or the transactions contemplated hereby enforce in any court other than any judgment obtained in a federal or state court of the aforesaid courts. Each State of Parent, Acquisition Sub and the Company agrees that a final judgment in any action or proceeding in such courts as provided above shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable lawUtah.

Consent to Jurisdiction. Each of the parties hereto (a) irrevocably consents to the service of the summons and complaint and any other process in any action or proceeding relating to the transactions contemplated by this Agreement, for and on behalf of itself or any of its properties or assets, in accordance with Section 11.2 10.2 or in such other manner as may be permitted by applicable Law, and nothing in this Section 11.9 10.10 shall affect the right of any party to serve legal process in any other manner permitted by applicable Law; (b) irrevocably and unconditionally consents and submits itself and its properties and assets in any action or proceeding to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept or does not have jurisdiction over a particular matter, any federal or other state court sitting in New Castle County within the State of Delaware) in the event any dispute or controversy arises out of this Agreement or the transactions contemplated hereby, or for recognition and enforcement of any judgment in respect thereof; (c) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (d) agrees that any actions or proceedings arising in connection with this Agreement or the transactions contemplated hereby shall be brought, tried and determined only in the Court of Chancery of the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept or does not have jurisdiction over a particular matter, any federal or other state court sitting in New Castle County within the State of Delaware); (e) 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 court and agrees not to plead or claim the same; and (f) agrees that it will not bring any action relating to this Agreement or the transactions contemplated hereby in any court other than the aforesaid courts. Each of Parent, Acquisition Merger Sub and the Company agrees that a final judgment in any action or proceeding in such courts as provided above shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable lawLaw.

Consent to Jurisdiction. Each of the parties hereto Company and the Subscribers (ai) hereby irrevocably consents submits to the service exclusive jurisdiction of the summons United States District Court sitting in the Southern District of New York and complaint and the courts of the State of New York located in New York county for the purposes of any other process in any suit, action or proceeding arising out of or relating to this Agreement or any of the other Transaction Documents or the transactions contemplated by this Agreement, for hereby or thereby and on behalf of itself or any of its properties or assets, in accordance with Section 11.2 or in such other manner as may be permitted by applicable Law(ii) hereby waives, and nothing agrees not to assert in any such suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of such court, that the suit, action or proceeding is brought in an inconvenient forum or that the venue of the suit, action or proceeding is improper. Each of the Company and the Subscribers consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing in this Section 11.9 5.2 shall affect the or limit any right of any party to serve legal process in any other manner permitted by applicable Law; (b) law. Each party hereby irrevocably waives personal service of process and unconditionally consents and submits itself and its properties and assets to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines address for such notices to accept jurisdiction over a particular matter, any federal court within the State of Delaware) in the event any dispute or controversy arises out of it under this Agreement or the transactions contemplated hereby, or for recognition and enforcement of any judgment in respect thereof; (c) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (d) agrees that any actions or proceedings arising in connection with this Agreement or the transactions contemplated hereby service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be brought, tried and determined only in the Court of Chancery of the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines deemed to accept jurisdiction over a particular matter, any federal court within the State of Delaware); (e) waives any objection that it may now or hereafter have to the venue of any such action or proceeding limit in any such court or that such action or proceeding was brought in an inconvenient court and agrees not way any right to plead or claim the same; and (f) agrees that it will not bring any action relating to this Agreement or the transactions contemplated hereby serve process in any court other than the aforesaid courts. Each of Parent, Acquisition Sub and the Company agrees that a final judgment in any action or proceeding in such courts as provided above shall be conclusive and may be enforced in other jurisdictions manner permitted by suit on the judgment or in any other manner provided by applicable law.

Consent to Jurisdiction. Each of the parties hereto Guarantor, Agent and Lenders (aby their acceptance of this Guaranty) irrevocably consents and unconditionally submits, for itself and its property, to the service nonexclusive jurisdiction of the summons courts of the State of New York located within the First Department of the New York State Unified Court System and complaint of the United States District Court of the Southern District of New York, and any other process appellate court from any thereof, in any action or proceeding arising out of or relating to the transactions contemplated by this Agreement, for and on behalf of itself Guaranty or any of its properties or assets, in accordance with Section 11.2 or in such other manner as may be permitted by applicable Law, and nothing in this Section 11.9 shall affect the right of any party to serve legal process in any other manner permitted by applicable Law; (b) irrevocably and unconditionally consents and submits itself and its properties and assets in any action or proceeding to the exclusive jurisdiction of 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) in the event any dispute or controversy arises out of this Agreement or the transactions contemplated herebyLoan Document, or for recognition and or enforcement of any judgment judgment, and each of said parties irrevocably and unconditionally agrees that all claims in respect thereof; (c) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (d) agrees that any actions or proceedings arising in connection with this Agreement or the transactions contemplated hereby shall be brought, tried and determined only in 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); (e) waives any objection that it may now or hereafter have to the venue of any such action or proceeding may be heard and determined in any such court or that New York State Court or, to the fullest extent permitted by applicable law, in such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same; and (f) agrees that it will not bring any action relating to this Agreement or the transactions contemplated hereby in any court other than the aforesaid courtsFederal Court. Each of Parent, Acquisition Sub and the Company said parties agrees that a final judgment in any such action or proceeding in such courts as provided above shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Guaranty or in any other Loan Document shall affect any right that the Agent or any Lender may otherwise have to bring any action or proceeding relating to this Guaranty or any other Loan Document against Guarantor or any other Loan Party or its properties in the courts of any jurisdiction. Guarantor hereby agrees and consents that in addition to any methods of service of process provided for under applicable law, all service of process in any such suit, action or proceeding in any New York State or Federal Court located within the Southern District of the State of New York may be made by certified or registered mail, return receipt requested, directed to Guarantor at the address indicated in Section 7 above and service so made shall be deemed completed five (5) days after the same shall have been so mailed.

Consent to Jurisdiction. Each of Except as otherwise expressly provided in this Agreement, the parties hereto (a) irrevocably consents to the service of the summons and complaint and agree that any other process in any suit, action or proceeding relating seeking to the transactions contemplated by this Agreementenforce any provision of, for and or based on behalf any matter arising out of itself or any of its properties or assets, in accordance with Section 11.2 or in such other manner as may be permitted by applicable Lawconnection with, and nothing in this Section 11.9 shall affect the right of any party to serve legal process in any other manner permitted by applicable Law; (b) irrevocably and unconditionally consents and submits itself and its properties and assets in any action or proceeding to the exclusive jurisdiction of 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) in the event any dispute or controversy arises out of this Agreement or the transactions contemplated hereby, or for recognition and enforcement of any judgment in respect thereof; (c) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (d) agrees that any actions or proceedings arising in connection with this Agreement or the transactions contemplated hereby shall be brought, tried and determined only brought exclusively in the Court of Chancery of the State of Delaware (Delaware, County of New Castle or, only if such court does not have jurisdiction over the subject matter of such proceeding or if such jurisdiction is not available, in the United States District Court for the District of Chancery Delaware, and each of the State parties hereby consents to the exclusive jurisdiction of Delaware declines those courts (and of the appropriate appellate courts therefrom) in any suit, action or proceeding and irrevocably waives, to accept jurisdiction over a particular matterthe fullest extent permitted by law, any federal court within the State of Delaware); (e) waives any objection that which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court of those courts or that such any suit, action or proceeding was which is brought in any of those courts has been brought in an inconvenient court and agrees not to plead or claim the same; and (f) agrees that it will not bring any action relating to this Agreement or the transactions contemplated hereby forum. Process in any court other than the aforesaid courts. Each of Parentsuit, Acquisition Sub and the Company agrees that a final judgment in any action or proceeding may be served on any party anywhere in such courts the world, whether within or without the jurisdiction of any of the named courts. Without limiting the foregoing, each party agrees that service of process on it by notice as provided above in Section 5.2 shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable lawdeemed effective service of process. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY.

Consent to Jurisdiction. Each of the parties hereto (a) irrevocably consents to the service of the summons and complaint and any other process in any action or proceeding relating to the transactions contemplated by this AgreementTransactions, for and on behalf of itself or any of its properties or assets, in accordance with Section 11.2 10.2 or in such other manner as may be permitted by applicable Law, and nothing in this Section 11.9 10.10 shall affect the right of any party to serve legal process in any other manner permitted by applicable Law; (b) irrevocably and unconditionally consents and submits itself and its properties and assets in any action or proceeding to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept or does not have jurisdiction over a particular matter, any federal or other state court sitting in New Castle County within the State of Delaware) in the event respect of any dispute or controversy arises claim based upon, arising out of or relating to this Agreement, the CVR Agreement or the transactions contemplated herebyTransactions, or for recognition and enforcement of any judgment in respect thereof; (c) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (d) agrees that any actions or proceedings in respect of any claim based upon, arising in connection with out of or relating to this Agreement, the CVR Agreement or the transactions contemplated hereby Transactions, shall be brought, tried and determined only in the Court of Chancery of the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept or does not have jurisdiction over a particular matter, any federal or other state court sitting in New Castle County within the State of Delaware); (e) 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 court and agrees not to plead or claim the same; and (f) agrees that it will not bring any action arising out of or relating to this Agreement, the CVR Agreement or the transactions contemplated hereby Transactions, in any court other than the aforesaid courts. Each of Parent, Acquisition Xxxxxx Sub and the Company agrees that a final judgment in any action or proceeding in such courts as provided above shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable lawLaw.

Consent to Jurisdiction. Each of the parties agrees that all actions, suits or proceedings arising out of or based upon this Agreement or the subject matter hereof will be brought and maintained exclusively in the federal and state courts located in Florida. Each of the parties hereto by execution hereof (ai) irrevocably consents submits to the service of the summons and complaint and any other process in any action or proceeding relating to the transactions contemplated by this Agreement, for and on behalf of itself or any of its properties or assets, in accordance with Section 11.2 or in such other manner as may be permitted by applicable Law, and nothing in this Section 11.9 shall affect the right of any party to serve legal process in any other manner permitted by applicable Law; (b) irrevocably and unconditionally consents and submits itself and its properties and assets in any action or proceeding to the exclusive jurisdiction of the Court federal and state courts located in Broward County, Florida for the purpose of Chancery of the State of Delaware (orany action, 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) in the event any dispute suit or controversy arises proceeding arising out of or based upon this Agreement or the transactions contemplated herebysubject matter hereof and (ii) waives to the extent not prohibited by applicable law, and agrees not to assert, by way of motion, as a defense or otherwise, in any such action, suit or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that it is immune from extraterritorial injunctive relief or other injunctive relief, that its property is exempt or immune from attachment or execution, that any such action, suit or proceeding may not be brought or maintained in one of the above-named courts, that any such action, suit or proceeding brought or maintained in one of the above-named courts should be dismissed on grounds of forum non conveniens, should be transferred to any court other than one of the above-named courts, should be stayed by virtue of the pendency of any other action, suit or proceeding in any court other than one of the above-named courts, or for recognition and enforcement of any judgment in respect thereof; (c) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (d) agrees that any actions or proceedings arising in connection with this Agreement or the transactions contemplated hereby shall subject matter hereof may not be brought, tried and determined only enforced in the Court of Chancery or by any of the State of Delaware (or, only if the Court of Chancery above-named courts. Each of the State parties hereto consents to service of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware); (e) waives any objection that it may now or hereafter have to the venue of process in any such suit, action or proceeding in any such court manner permitted by the laws of Florida, agrees that service of process by registered or that such action certified mail, return receipt requested, at the address specified in or proceeding was brought in an inconvenient court pursuant to Section 11 is reasonably calculated to give actual notice and waives and agrees not to plead assert by way of motion, as a defense or otherwise, in any such action, suit or proceeding any claim the same; that service of process made in accordance with Section 11 does not constitute good and (f) agrees that it sufficient service of process. The provisions of this Section 9.B will not bring restrict the ability of any action relating party to this Agreement or the transactions contemplated hereby enforce in any court other than the aforesaid courts. Each of Parent, Acquisition Sub and the Company agrees that any judgment obtained in a final judgment federal or state court located in any action or proceeding in such courts as provided above shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable lawFlorida.

Consent to Jurisdiction. Each of the parties hereto party to this Agreement, by its execution hereof, (a) hereby irrevocably consents to the service of the summons and complaint and any other process in any action or proceeding relating to the transactions contemplated by this Agreement, for and on behalf of itself or any of its properties or assets, in accordance with Section 11.2 or in such other manner as may be permitted by applicable Law, and nothing in this Section 11.9 shall affect the right of any party to serve legal process in any other manner permitted by applicable Law; (b) irrevocably and unconditionally consents and submits itself and its properties and assets in any action or proceeding to the exclusive jurisdiction of 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) in the event any dispute or controversy arises out of this Agreement or the transactions contemplated hereby, or for recognition and enforcement of any judgment in respect thereof; (c) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (d) agrees that any actions action, suit or proceedings proceeding arising in connection with any disagreement, dispute, controversy or claim, in whole or in part, arising out of, related to, based upon or in connection with this Agreement or the transactions contemplated hereby subject matter hereof shall be brought, tried and determined brought only in the Court courts of Chancery the State Courts of the State of Delaware (orNew York, only if New York County or the United States District Court of Chancery of located in the State of Delaware declines New York, New York County, (b) hereby waives to accept jurisdiction over the extent not prohibited by applicable Law, and agrees not to assert, by way of motion, as a particular matterdefense or otherwise, in any such action, any federal court within the State of Delaware); (e) waives any objection claim that it may now or hereafter have is not subject personally to the venue jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that any such action brought in one of the above-named courts should be dismissed on grounds of forum non conveniens, should be transferred to any court other than one of the above-named courts, or should be stayed by reason of the pendency of some other proceeding in any other court other than one of the above-named courts, or that this Agreement or the subject matter hereof may not be enforced in or by such court and (c) hereby agrees not to commence any such action other than before one of the above-named courts nor to make any motion or take any other action seeking or intending to cause the transfer or removal of any such action to any court other than one of the above-named courts whether on the grounds of forum non conveniens or proceeding otherwise. Each party hereby (i) consents to service of process in any such court action in any manner permitted by New York law, (ii) agrees that service of process made in accordance with clause (i) or that made by registered or certified mail, return receipt requested, at its address specified pursuant to Section 6.3, shall constitute good and valid service of process in any such action or proceeding was brought in an inconvenient court action, and (iii) waives and agrees not to plead assert (by way of motion, as a defense, or claim the same; and (fotherwise) agrees that it will not bring any action relating to this Agreement or the transactions contemplated hereby in any court other than the aforesaid courts. Each such action any claim that service of Parent, Acquisition Sub process made in accordance with clause (i) or (ii) does not constitute good and the Company agrees that a final judgment in any action or proceeding in such courts as provided above shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable lawvalid service of process.

Consent to Jurisdiction. Each In the event of any dispute, controversy or claim between the Company or any Affiliate and the Employee in any way concerning, arising out of or relating to this Agreement (a “Dispute”), including without limitation any Dispute concerning, arising out of or relating to the interpretation, application or enforcement of this Agreement, the parties hereto hereby (a) irrevocably consents agree and consent to the service of the summons and complaint and any other process in any action or proceeding relating to the transactions contemplated by this Agreement, for and on behalf of itself or any of its properties or assets, in accordance with Section 11.2 or in such other manner as may be permitted by applicable Law, and nothing in this Section 11.9 shall affect the right of any party to serve legal process in any other manner permitted by applicable Law; (b) irrevocably and unconditionally consents and submits itself and its properties and assets in any action or proceeding to the exclusive personal jurisdiction of the Court of Chancery courts of the State of Delaware (or, only if New York located in New York County and/or the Court of Chancery Federal courts of the State United States of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware) America located in the event Southern District of New York (collectively, the “Agreed Venue”) for resolution of any dispute or controversy arises such Dispute, (b) agree that those courts in the Agreed Venue, and only those courts, shall have exclusive jurisdiction to determine any Dispute, including any appeal, and (c) agree that any cause of action arising out of this Agreement or the transactions contemplated hereby, or for recognition and enforcement of any judgment in respect thereof; (c) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (d) agrees that any actions or proceedings arising in connection with this Agreement or the transactions contemplated hereby shall be brought, tried and determined only deemed to have arisen from a transaction of business in the Court of Chancery of the State of Delaware New York. The parties also hereby irrevocably (or, only if i) submit to the Court jurisdiction of Chancery any competent court in the Agreed Venue (and of the State appropriate appellate courts therefrom), (ii) to the fullest extent permitted by law, waive any and all defenses the parties may have on the grounds of Delaware declines to accept lack of jurisdiction over a particular matter, of any federal such court within the State of Delaware); (e) waives and any other objection that it such parties may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or (including without limitation any defense that any such suit, action or proceeding was brought in any such court has been brought in an inconvenient court and agrees not to plead or claim the same; forum), and (fiii) agrees that it will not bring any action relating consent to this Agreement or the transactions contemplated hereby service of process in any court other than such suit, action or proceeding, anywhere in the aforesaid courts. Each world, whether within or without the jurisdiction of Parentany such court, Acquisition Sub and the Company agrees that a final judgment in any action or proceeding in such courts as provided above shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable law. Without limiting the foregoing, each party agrees that service of process on such party pursuant to a Notice as provided in Section 9 shall be deemed effective service of process on such party. Any action for enforcement or recognition of any judgment obtained in connection with a Dispute may be enforced in any competent court in the Agreed Venue or in any other court of competent jurisdiction.

Consent to Jurisdiction. Each of the parties hereto (a) to this Agreement irrevocably consents submits to the service non-exclusive jurisdiction of the summons courts of the State of New York and complaint the courts of the United States located in New York, New York and agrees that any other process in any action legal action, suit or proceeding arising out of or relating to the transactions contemplated by this Agreement, for and on behalf of itself Agreement or any of its properties the other Credit Documents may be brought against such party in any such courts. Final judgment against any party in any such action, suit or assetsproceeding shall be conclusive and may be enforced in any other jurisdiction by suit on the judgment, in accordance with Section 11.2 a certified or exemplified copy of which shall be conclusive evidence of the judgment, or in such any other manner as may be permitted provided by applicable Law, and nothing law. Nothing in this Section 11.9 8.12 shall affect the right of any party to commence legal proceedings or otherwise xxx any other party in any other appropriate jurisdiction, or concurrently in more than one jurisdiction, or to serve legal process, pleadings and other papers upon any other party in any manner authorized by the laws of any such jurisdiction. The Borrower agrees that process served either personally or by registered mail shall, to the extent permitted by law, constitutes adequate service of process in any other manner such suit. Each of the parties to this Agreement irrevocably waives to the fullest extent permitted by applicable LawGovernmental Rules (a) any objection which it may have now or in the future to the laying of the venue of any such action, suit or proceeding in any court referred to in the first sentence above; (b) irrevocably and unconditionally consents and submits itself and its properties and assets in any action claim that any such action, suit or proceeding to has been brought in an inconvenient forum; (c) its right of removal of any matter commenced by any other party in the exclusive jurisdiction of the Court of Chancery courts of the State of Delaware (or, only if the Court of Chancery New York or to any court of the State of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware) in the event any dispute or controversy arises out of this Agreement or the transactions contemplated hereby, or for recognition and enforcement of any judgment in respect thereof; (c) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such courtUnited States; (d) agrees that any actions immunity which it or proceedings its assets may have in respect of its obligations under this Agreement or any other Credit Document from any suit, execution, attachment (whether provisional or final, in aid of execution, before judgment or otherwise) or other legal process; and (e) any right it may have to require the moving party in any suit, action or proceeding brought in any of the courts referred to above arising out of or in connection with this Agreement or any other Credit Document to post security for the transactions contemplated hereby shall be brought, tried and determined only in 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); (e) waives any objection that it may now or hereafter have to the venue costs of any such action party or proceeding in any such court to post a bond or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same; and (f) agrees that it will not bring any action relating to this Agreement or the transactions contemplated hereby in any court other than the aforesaid courts. Each of Parent, Acquisition Sub and the Company agrees that a final judgment in any action or proceeding in such courts as provided above shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable lawtake similar action.

Consent to Jurisdiction. Each of the parties hereto (a) irrevocably consents to the service of the summons and complaint and agrees that any other process in any legal action or proceeding relating with respect to this Agreement and the transactions contemplated by this Agreementrights and obligations arising hereunder, or for recognition and on behalf of itself or any of its properties or assets, in accordance with Section 11.2 or in such other manner as may be permitted by applicable Law, and nothing in this Section 11.9 shall affect the right enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other party to serve legal process hereto or its successors or assigns, shall be brought and determined exclusively in any other manner permitted by applicable Law; (b) irrevocably and unconditionally consents and submits itself and its properties and assets in any action or proceeding to the exclusive jurisdiction Delaware Court of Chancery, or, if the Delaware 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) in , or, if both the event any dispute or controversy arises out of this Agreement or the transactions contemplated hereby, or for recognition and enforcement of any judgment in respect thereof; (c) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (d) agrees that any actions or proceedings arising in connection with this Agreement or the transactions contemplated hereby shall be brought, tried and determined only in the Delaware Court of Chancery of and the federal courts within the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines decline to accept jurisdiction over a particular matter, any federal other state court within the State of Delaware); (e) waives , and, in each case, any objection that it may now or hereafter have appellate court therefrom. Each of the parties hereto hereby irrevocably submits with regard to the venue of any such action or proceeding for itself and in any such court or that such action or proceeding was brought in an inconvenient court respect of its property, generally and agrees not unconditionally, to plead or claim the same; personal jurisdiction of the aforesaid courts and (f) agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated hereby by this Agreement in any court other than the aforesaid courts. Each of Parentthe parties hereto hereby irrevocably waives, Acquisition Sub and the Company agrees that not to assert as a final judgment defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement, (i) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve in accordance with this Section 15, (ii) any claim that it or its property is exempt or immune from the jurisdiction of any such court or from any legal process commenced in such courts as provided above shall be conclusive (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (iii) to the fullest extent permitted by the applicable law, any claim that (x) the suit, action or proceeding in such court is brought in an inconvenient forum, (y) the venue of such suit, action or proceeding is improper or (z) this Agreement, or the subject matter hereof, may not be enforced in other jurisdictions or by suit on such courts. Each of the judgment or parties hereto agrees that service of process upon such party in any other manner provided by applicable lawsuch action or proceeding shall be effective if such process is given as a notice in accordance with Section 10. EACH OF THE PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY WAIVES TO THE EXTENT PERMITTED BY APPLICABLE LAW ANY AND ALL RIGHT TO A TRIAL BY JURY IN ANY DIRECT OR INDIRECT ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREIN. EACH PARTY (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (B) MAKES THIS WAIVER VOLUNTARILY, AND (C) ACKNOWLEDGES THAT EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS CONTAINED IN THIS SECTION 15.

Consent to Jurisdiction. Each In the event of any dispute, controversy or claim between the Company or any Affiliate and the Participant in any way concerning, arising out of or relating to the Plan or this Agreement (a “Dispute”), including without limitation any Dispute concerning, arising out of or relating to the interpretation, application or enforcement of the Plan or this Agreement, the parties hereto hereby (a) irrevocably consents agree and consent to the service of the summons and complaint and any other process in any action or proceeding relating to the transactions contemplated by this Agreement, for and on behalf of itself or any of its properties or assets, in accordance with Section 11.2 or in such other manner as may be permitted by applicable Law, and nothing in this Section 11.9 shall affect the right of any party to serve legal process in any other manner permitted by applicable Law; (b) irrevocably and unconditionally consents and submits itself and its properties and assets in any action or proceeding to the exclusive personal jurisdiction of the Court of Chancery courts of the State of Delaware (or, only if New York located in New York County and/or the Court of Chancery Federal courts of the State United States of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware) America located in the event Southern District of New York (collectively, the “Agreed Venue”) for resolution of any dispute or controversy arises such Dispute, (b) agree that those courts in the Agreed Venue, and only those courts, shall have exclusive jurisdiction to determine any Dispute, including any appeal, and (c) agree that any cause of action arising out of this Agreement or the transactions contemplated hereby, or for recognition and enforcement of any judgment in respect thereof; (c) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (d) agrees that any actions or proceedings arising in connection with this Agreement or the transactions contemplated hereby shall be brought, tried and determined only deemed to have arisen from a transaction of business in the Court of Chancery of the State of Delaware New York. The parties also hereby irrevocably (or, only if i) submit to the Court jurisdiction of Chancery any competent court in the Agreed Venue (and of the State appropriate appellate courts therefrom), (ii) to the fullest extent permitted by law, waive any and all defenses the parties may have on the grounds of Delaware declines to accept lack of jurisdiction over a particular matter, of any federal such court within the State of Delaware); (e) waives and any other objection that it such parties may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or (including without limitation any defense that any such suit, action or proceeding was brought in any such court has been brought in an inconvenient court and agrees not to plead or claim the same; forum), and (fiii) agrees that it will not bring any action relating consent to this Agreement or the transactions contemplated hereby service of process in any court other than such suit, action or proceeding, anywhere in the aforesaid courts. Each world, whether within or without the jurisdiction of Parentany such court, Acquisition Sub and the Company agrees that a final judgment in any action or proceeding in such courts as provided above shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable law. Without limiting the foregoing, each party agrees that service of process on such party pursuant to a Notice as provided in Section 9 hereof shall be deemed effective service of process on such party. Any action for enforcement or recognition of any judgment obtained in connection with a Dispute may enforced in any competent court in the Agreed Venue or in any other court of competent jurisdiction.

Consent to Jurisdiction. Each of the parties agrees that all actions, suits or proceedings arising out of or based upon this Agreement or the subject matter hereof shall be brought and maintained exclusively in the federal and state courts of the State of New York located in the Borough of Manhattan in New York City. Each of the parties hereto by execution hereof (ai) hereby irrevocably consents submits to the service of the summons and complaint and any other process in any action or proceeding relating to the transactions contemplated by this Agreement, for and on behalf of itself or any of its properties or assets, in accordance with Section 11.2 or in such other manner as may be permitted by applicable Law, and nothing in this Section 11.9 shall affect the right of any party to serve legal process in any other manner permitted by applicable Law; (b) irrevocably and unconditionally consents and submits itself and its properties and assets in any action or proceeding to the exclusive jurisdiction of the Court above-named courts for the purpose of Chancery of the State of Delaware (orany action, 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) in the event any dispute suit or controversy arises proceeding arising out of or based upon this Agreement or the transactions contemplated herebysubject matter hereof and (ii) hereby waives to the extent not prohibited by applicable law, and agrees not to assert, by way of motion, as a defense or otherwise, in any such action, suit or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that it is immune from extraterritorial injunctive relief or other injunctive relief, that its property is exempt or immune from attachment or execution, that any such action, suit or proceeding may not be brought or maintained in one of the above-named courts, that any such action, suit or proceeding brought or maintained in one of the above-named courts should be dismissed on grounds of FORUM NON CONVENIENS, should be transferred to any court other than one of the above-named courts, should be stayed by virtue of the pendency of any other action, suit or proceeding in any court other than one of the above-named courts, or for recognition and enforcement of any judgment in respect thereof; (c) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (d) agrees that any actions or proceedings arising in connection with this Agreement or the transactions contemplated hereby shall subject matter hereof may not be brought, tried and determined only enforced in the Court of Chancery or by any of the State of Delaware (or, only if the Court of Chancery above-named courts. Each of the State parties hereto hereby consents to service of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware); (e) waives any objection that it may now or hereafter have to the venue of process in any such suit, action or proceeding in any such court manner permitted by the laws of the State of New York, agrees that service of process by registered or that such action certified mail, return receipt requested, at the address specified in or proceeding was brought in an inconvenient court pursuant to Section 9 is reasonably calculated to give actual notice and waives and agrees not to plead assert by way of motion, as a defense or otherwise, in any such action, suit or proceeding any claim that service of process made in accordance with Section 9 does not constitute good and sufficient service of process. The provisions of this Section 7(b) shall not restrict the same; and (f) agrees that it will not bring ability of any action relating party to this Agreement or the transactions contemplated hereby enforce in any court other than any judgment obtained in one of the aforesaid above-named courts. Each of Parent, Acquisition Sub and the Company agrees that a final judgment in any action or proceeding in such courts as provided above shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable law.

Consent to Jurisdiction. Each of the parties hereto (a) Each party to this Guarantee hereby irrevocably consents and unconditionally submits, for itself and its property, to the service jurisdiction of any New York State court or federal court of the summons and complaint United States of America sitting in New York City in the borough of Manhattan, and any other process appellate court from any thereof, in any action or proceeding arising out of or relating to the transactions contemplated by this Agreement, for and on behalf of itself Guarantee or any of its properties or assetsother Loan Documents to which it is a party (unless, in accordance with Section 11.2 or the case of any other Loan Document, otherwise expressly provided in such other manner as may be permitted by applicable Law, and nothing in this Section 11.9 shall affect the right of any party to serve legal process in any other manner permitted by applicable Law; (b) irrevocably and unconditionally consents and submits itself and its properties and assets in any action or proceeding to the exclusive jurisdiction of 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) in the event any dispute or controversy arises out of this Agreement or the transactions contemplated herebyLoan Document), or for recognition and or enforcement of any judgment judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect thereof; (c) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (d) agrees that any actions or proceedings arising in connection with this Agreement or the transactions contemplated hereby shall be brought, tried and determined only in 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); (e) waives any objection that it may now or hereafter have to the venue of any such action or proceeding may be heard and determined in any such court or that New York State or, to the extent permitted by law, in such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same; and (f) agrees that it will not bring any action relating to this Agreement or the transactions contemplated hereby in any court other than the aforesaid courtsfederal court. Each of Parent, Acquisition Sub and the Company parties hereto agrees that a final judgment in any such action or proceeding in such courts as provided above shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable law. Nothing in this Guarantee shall affect any right that any party may otherwise have to bring any action or proceeding relating to this Guarantee or any of the other Loan Documents in the courts of any jurisdiction, except that each of the Guarantors agrees that (a) it will not bring any such action or proceeding in any court other than New York Courts (it being acknowledged and agreed by the Loan Parties that any other forum would be inconvenient and inappropriate in view of the fact that more of the Lenders who would be affected by any such action or proceeding have contacts with the State of New York than any other jurisdiction), and (b) in any such action or proceeding brought against any Guarantor in any other court, it will not assert any cross-claim, counterclaim or setoff, or seek any other affirmative relief, except to the extent that the failure to assert the same will preclude such Guarantor from asserting or seeking the same in the New York Courts.

Consent to Jurisdiction. (a) Each of the parties hereto Parties (ai) irrevocably consents to the service of the summons and complaint and any other process in any action or proceeding relating to the transactions contemplated by this Agreement, for and on behalf of itself or any of its properties or assets, in accordance with Section 11.2 9.2 or in such other manner as may be permitted by applicable Applicable Law, and nothing in this Section 11.9 9.10 shall affect the right of any party Party to serve legal process in any other manner permitted by applicable Applicable Law; (bii) irrevocably and unconditionally consents and submits submits, for itself and its properties and assets in any action or proceeding property, to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (Delaware, or, if (and only if if) such court finds it lacks subject matter jurisdiction, the Court of Chancery Federal court of the State United States of Delaware declines to accept jurisdiction over a particular matterAmerica sitting in Delaware, and any federal appellate court within the State of Delaware) from any thereof, in the event any dispute action or controversy arises proceeding arising out of or relating to this Agreement or the transactions contemplated hereby, or for recognition and enforcement of any judgment in respect thereof; (c) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (d) agrees that any actions or proceedings arising agreements delivered in connection with this Agreement herewith or the transactions contemplated hereby shall be broughtor thereby or for recognition or enforcement of any judgment relating thereto, tried and determined only (iii) irrevocably and unconditionally (A) agrees not to commence any such action or proceeding except in the Court of Chancery of the State of Delaware (Delaware, or, if (and only if if) such court finds it lacks subject matter jurisdiction, the Federal court of the United States of America sitting in Delaware, and any appellate court from any thereof, (B) agrees that any claim in respect of any such action or proceeding may be heard and determined in the Court of Chancery of the State of Delaware declines Delaware, or, if (and only if) such court finds it lacks subject matter jurisdiction, the Federal court of the United States of America sitting in Delaware, and any appellate court from any thereof, (C) waives, to accept jurisdiction over a particular matterthe fullest extent it may legally and effectively do so, any federal court within the State of Delaware); (e) waives any objection that it may now or hereafter have to the laying of venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court courts, and (D) waives, to the fullest extent permitted by Law, and agrees not to plead or claim the same; and (f) agrees that it will not bring any action relating to this Agreement or the transactions contemplated hereby in any such court other than the aforesaid courtsthat any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum. Each of Parent, Acquisition Sub and the Company Parties agrees that a final judgment in any such action or proceeding in such courts as provided above shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable lawLaw.

Consent to Jurisdiction. Each It is the desire and intent of the parties hereto (a) irrevocably consents that any disputes or controversies arising under or in connection with this Agreement be resolved pursuant to the service of the summons and complaint and any other process in any action or proceeding relating to the transactions contemplated by this Agreement, for and on behalf of itself or any of its properties or assets, arbitration in accordance with Section 11.2 8(j); provided, however, that, to the extent that Section 8(j) is held to be invalid or unenforceable for any reason, and the result is that the parties hereto are precluded from resolving any claim arising under or in such other manner as may be permitted by applicable Lawconnection with this Agreement pursuant to the terms of Section 8(j) (after giving effect to the terms of Section 8(b)), and nothing in the following provisions of this Section 11.9 8(l) shall govern the resolution of all disputes or controversies arising under this Agreement. With respect to any suit, action or proceeding (“Proceeding”) arising out of or relating to this Agreement or any transaction contemplated hereby each of the parties hereto hereby irrevocably (a) submits to the exclusive jurisdiction of (A) the United States District Court for the Southern District of New York or (B) in the event that such court lacks jurisdiction to hear the claim, the state courts of New York located in the borough of Manhattan, New York City (the “Selected Courts”) and waives any objection to venue being laid in the Selected Courts whether based on the grounds of forum non conveniens or otherwise and hereby agrees not to commence any such Proceeding other than before one of the Selected Courts; provided, however, that a party may commence any Proceeding in a court other than a Selected Court solely for the purpose of enforcing an order or judgment issued by one of the Selected Courts; (b) consents to service of process in any Proceeding by the mailing of copies thereof by registered or certified mail, postage prepaid, or by recognized international express carrier or delivery service, to their respective addresses referred to in Section 8(a) hereof; provided, however, that nothing herein shall affect the right of any party hereto to serve legal process in any other manner permitted by applicable Lawlaw; (b) irrevocably and unconditionally consents and submits itself and its properties and assets in any action or proceeding to the exclusive jurisdiction of 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) in the event any dispute or controversy arises out of this Agreement or the transactions contemplated hereby, or for recognition and enforcement of any judgment in respect thereof; (c) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW THAT CANNOT BE WAIVED, WAIVES, AND COVENANTS THAT IT WILL NOT ASSERT (dWHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE) agrees that any actions or proceedings arising in connection with this Agreement or the transactions contemplated hereby shall be broughtANY RIGHT TO TRIAL BY JURY IN ANY ACTION ARISING IN WHOLE OR IN PART UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE CONTEMPLATED TRANSACTIONS, tried and determined only in the Court of Chancery of the State of Delaware (orWHETHER NOW EXISTING OR HEREAFTER ARISING, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matterAND WHETHER SOUNDING IN CONTRACT, any federal court within the State of Delaware); (e) 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 court and agrees not to plead or claim the same; and (f) agrees that it will not bring any action relating to this Agreement or the transactions contemplated hereby in any court other than the aforesaid courts. Each of ParentTORT OR OTHERWISE, Acquisition Sub and the Company agrees that a final judgment in any action or proceeding in such courts as provided above shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable lawAND AGREES THAT ANY OF THEM MAY FILE A COPY OF THIS PARAGRAPH WITH ANY COURT AS WRITTEN EVIDENCE OF THE KNOWING, VOLUNTARY AND BARGAINED-FOR AGREEMENT AMONG THE PARTIES IRREVOCABLY TO WAIVE ITS RIGHT TO TRIAL BY JURY IN ANY PROCEEDING WHATSOEVER BETWEEN THEM RELATING TO THIS AGREEMENT OR ANY OF THE CONTEMPLATED TRANSACTIONS WILL INSTEAD BE TRIED IN A COURT OF COMPETENT JURISDICTION BY A JUDGE SITTING WITHOUT A JURY.

Consent to Jurisdiction. Each of the The parties hereto (a) hereby irrevocably consents submit to the service of the summons and complaint and any other process in any action or proceeding relating to the transactions contemplated by this Agreement, for and on behalf of itself or any of its properties or assets, in accordance with Section 11.2 or in such other manner as may be permitted by applicable Law, and nothing in this Section 11.9 shall affect the right of any party to serve legal process in any other manner permitted by applicable Law; (b) irrevocably and unconditionally consents and submits itself and its properties and assets in any action or proceeding to the non-exclusive jurisdiction of the Court of Chancery courts of the State of Delaware (or, only if New York and the Court of Chancery federal courts of the State United States of Delaware declines to accept jurisdiction America located in New York, and appropriate appellate courts therefrom, over a particular matter, any federal court within the State of Delaware) in the event any dispute or controversy arises arising out of or relating to this Agreement or any of the transactions contemplated hereby, or for recognition and enforcement of any judgment each party hereby irrevocably agrees that all claims in respect thereof; (c) agrees that it will not attempt to deny of such dispute or defeat such personal jurisdiction by motion or other request for leave from any such court; (d) agrees that any actions or proceedings arising in connection with this Agreement or the transactions contemplated hereby shall proceeding may be brought, tried heard and determined only in such courts. The parties hereby irrevocably waive, to 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 matterfullest extent permitted by applicable law, any federal court within the State of Delaware); (e) waives any objection that it which they may now or hereafter have to the laying of venue of any such action dispute arising out of or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same; and (f) agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated hereby brought in such court or any court other than defense of inconvenient forum for the aforesaid courtsmaintenance of such dispute. Each of Parent, Acquisition Sub and the Company parties hereto agrees that a final judgment in any action or proceeding in such courts as provided above shall be conclusive and dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable law. This consent to jurisdiction is being given solely for purposes of this Agreement and is not intended to, and shall not, confer consent to jurisdiction with respect to any other dispute in which a party to this Agreement may become involved. Each of the parties hereto hereby consents to process being served by any party to this Agreement in any suit, action, or proceeding of the nature specified in the paragraph above by the mailing of a copy thereof in the manner specified by Section 12(b). EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT.

Consent to Jurisdiction. Each of the parties hereto (a) Parties irrevocably consents agrees that any legal action, suit or proceeding with respect to the service interpretation and enforcement of this Agreement and the summons documents referred to in this Agreement, and complaint and any other process in any action or proceeding relating to respect of the transactions contemplated by this Agreementhereby, for including negotiations thereof, shall be brought and on behalf of itself or any of its properties or assets, determined exclusively in accordance with Section 11.2 or in such other manner as may be permitted by applicable Law, and nothing in this Section 11.9 shall affect the right of any party to serve legal process in any other manner permitted by applicable Law; (b) irrevocably and unconditionally consents and submits itself and its properties and assets in any action or proceeding to the exclusive jurisdiction of the Delaware Court of Chancery of and any state appellate court therefrom within the State state of Delaware (or, only if the Delaware Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware) in the event , including any dispute or controversy arises out of this Agreement or the transactions contemplated hereby, or for recognition and enforcement of any judgment in respect thereof; (c) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such applicable appellate court; (d) agrees that any actions or proceedings arising in connection with this Agreement or the transactions contemplated hereby shall be brought, tried and determined only in the Court of Chancery ). Each of the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines Parties irrevocably submits with regard to accept jurisdiction over a particular matter, any federal court within the State of Delaware); (e) waives any objection that it may now or hereafter have to the venue of any such action or proceeding for itself and in any such court or that such action or proceeding was brought in an inconvenient court respect of its property, generally and agrees not unconditionally, to plead or claim the same; personal jurisdiction of the aforesaid courts and (f) agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated hereby by this Agreement in any court other than the aforesaid courts. Each of Parentthe Parties irrevocably waives, Acquisition Sub and the Company agrees that not to assert, as a final judgment defense in any action legal action, suit or Proceeding for the interpretation or enforcement of this Agreement or of any document referred to in this Agreement, 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 venue thereof may not be appropriate or that this Agreement or any such document may not be enforced in or by such courts. The Parties consent to and grant to the extent permitted by Law, any said court jurisdiction over the subject matter of any dispute contemplated by this Section 9.2 and agree that mailing of process or other papers in connection with any such action, suit or proceeding in the manner provided in Section 10.3 or in such courts other manner as provided above may be permitted by Law shall be conclusive valid and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable lawsufficient service thereof.

Consent to Jurisdiction. Each of the parties hereto (a) to this Agreement irrevocably consents submits to the service non-exclusive jurisdiction of the summons courts of the State of New York and complaint the courts of the United States located in New York, New York and agrees that any other process in any action legal action, suit or proceeding arising out of or relating to the transactions contemplated by this Agreement, for and on behalf of itself Agreement or any of its properties the other Credit Documents may be brought against such party in any such courts. Final judgment against any party in any such action, suit or assetsproceeding shall be conclusive and may be enforced in any other jurisdiction by suit on the judgment, in accordance with Section 11.2 a certified or exemplified copy of which shall be conclusive evidence of the judgment, or in such any other manner as may be permitted provided by applicable Law, and nothing law. Nothing in this Section 11.9 8.12 shall affect the right of any party to commence legal proceedings or otherwise xxx any other party in any other appropriate jurisdiction, or concurrently in more than one jurisdiction, or to serve legal process, pleadings and other papers upon any other party in any manner authorized by the laws of any such jurisdiction. The Borrower agrees that process served either personally or by registered mail shall, to the extent permitted by law, constitutes adequate service of process in any other manner such suit. Each of the parties to this Agreement irrevocably waives to the fullest extent permitted by applicable LawGovernmental Rules (a) any objection which it may have now or in the future to the laying of the venue of any such action, suit or proceeding in any court referred to in the first sentence above; (b) irrevocably and unconditionally consents and submits itself and its properties and assets in any action claim that any such action, suit or proceeding to has been brought in an inconvenient forum; (c) its right of removal of any matter commenced by any other party in the exclusive jurisdiction of the Court of Chancery courts of the State of Delaware (or, only if the Court of Chancery New York to any court of the State of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware) in the event any dispute or controversy arises out of this Agreement or the transactions contemplated hereby, or for recognition and enforcement of any judgment in respect thereof; (c) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such courtUnited States; (d) agrees that any actions immunity which it or proceedings its assets may have in respect of its obligations under this Agreement or any other Credit Document from any suit, execution, attachment (whether provisional or final, in aid of execution, before judgment or otherwise) or other legal process; and (e) any right it may have to require the moving party in any suit, action or proceeding brought in any of the courts referred to above arising out of or in connection with this Agreement or any other Credit Document to post security for the transactions contemplated hereby shall be brought, tried and determined only in 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); (e) waives any objection that it may now or hereafter have to the venue costs of any such action party or proceeding in any such court to post a bond or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same; and (f) agrees that it will not bring any action relating to this Agreement or the transactions contemplated hereby in any court other than the aforesaid courts. Each of Parent, Acquisition Sub and the Company agrees that a final judgment in any action or proceeding in such courts as provided above shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable lawtake similar action.

Consent to Jurisdiction. Each of the parties Any dispute relating hereto (a) irrevocably consents to the service of the summons and complaint and any other process in any action or proceeding relating to the transactions contemplated by this Agreement, for and on behalf of itself or any of its properties or assets, in accordance with Section 11.2 or in such other manner as may be permitted by applicable Law, and nothing in this Section 11.9 shall affect the right of any party to serve legal process in any other manner permitted by applicable Law; (b) irrevocably and unconditionally consents and submits itself and its properties and assets in any action or proceeding to the exclusive jurisdiction of 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) in the event any dispute or controversy arises out of this Agreement or the transactions contemplated hereby, or for recognition and enforcement of any judgment in respect thereof; (c) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (d) agrees that any actions or proceedings arising in connection with this Agreement or the transactions contemplated hereby shall be brought, tried and determined only brought in the Court of Chancery of the State of Delaware (orDelaware, only if or to the extent such court does not have subject matter jurisdiction, the United States District Court for the District of Chancery Delaware, or to the extent such court also does not have subject matter jurisdiction, another court of the State of Delaware declines to accept Delaware, County of New Castle (each a “Chosen Court” and collectively, the “Chosen Courts”), so long as one of such courts shall have subject matter jurisdiction over such dispute, and the parties hereto agree to the exclusive jurisdiction and venue of the Chosen Courts. The parties hereto further agree that any Proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement (the “Applicable Matters”) shall be brought exclusively in a particular matterChosen Court, and that any federal court within Proceeding arising out of this Agreement or any other Applicable Matter shall be deemed to have arisen from a transaction of business in the State of Delaware); (e) waives , and each of the parties hereto hereby irrevocably consents to the jurisdiction of such Chosen Courts in any such Proceeding and irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection that it such Person may now or hereafter have to the laying of the venue of any such suit, action or proceeding Proceeding in any such court Chosen Court or that any such action or proceeding was Proceeding brought in any such Chosen Court has been brought in an inconvenient court forum. Such Persons further covenant not to bring a Proceeding with respect to the Applicable Matters (or that could affect any Applicable Matter) other than in such Chosen Court and not to challenge or enforce in another jurisdiction a judgment of such Chosen Court. Each party hereto hereby consents to service of process in any such Proceeding in any manner permitted by Delaware law, and agrees not to plead or claim the same; and (f) agrees that it will not bring any action relating to this Agreement or the transactions contemplated hereby in any court other than the aforesaid courts. Each service of Parent, Acquisition Sub and the Company agrees that a final judgment in any action or proceeding in process on such courts party as provided above for notices in Section 11 is reasonably calculated to give actual notice and shall be conclusive and may be enforced in other jurisdictions by suit deemed effective service of process on the judgment or in any other manner provided by applicable lawsuch Person.

Consent to Jurisdiction. Each Any litigation based hereon, or arising out of, under or in connection with this Agreement or any other Purchase Document, shall be brought and maintained in the courts of the parties hereto (a) State of New York sitting in New York County, New York or in the United States district court for the Southern District of New York; provided, any suit seeking enforcement against any Receivables or other property may be brought, at the Purchaser’s option, in the courts of any jurisdiction where such Receivables or other property may be found. Each Seller and the Seller Representative hereby expressly and irrevocably submits to the jurisdiction of the courts of the State of New York sitting in New York County, New York and of the United States district court for the Southern District of New York for the purpose of any such litigation. Each Seller and the Seller Representative further irrevocably consents to the service of the summons and complaint and any other process in any action or proceeding relating by registered mail, postage prepaid, to the transactions contemplated address specified in Section 13.4 or by this Agreementpersonal service within or without the State of New York. Further, each Seller hereby irrevocably and unconditionally appoints the Seller Representative as its authorized agent (in such capacity with its successors, the “Process Agent”) to receive, accept and acknowledge for and on behalf of itself or such Seller and its property, service of any of its properties or assetsand all legal process, in accordance with Section 11.2 or in such other manner as summons, complaints, notices and documents which may be permitted by applicable Law, and nothing in this Section 11.9 shall affect the right of any party to serve legal process served in any other manner permitted by applicable Law; (b) irrevocably and unconditionally consents and submits itself and its properties and assets in any suit, action or proceeding to the exclusive jurisdiction of 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) in the event any dispute or controversy arises out of based on this Agreement or any other Purchase Document. Each Seller and the transactions contemplated herebySeller Representative expressly and irrevocably waives, or for recognition and enforcement of any judgment in respect thereof; (c) agrees that it will not attempt to deny or defeat such personal jurisdiction the fullest extent permitted by motion or other request for leave from any such court; (d) agrees that any actions or proceedings arising in connection with this Agreement or the transactions contemplated hereby shall be brought, tried and determined only in 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 matterLaw, any federal court within the State of Delaware); (e) waives any objection that which it may now or hereafter have to the laying of venue of any such action or proceeding litigation brought in any such court or and any claim that any such action or proceeding was litigation has been brought in an inconvenient court and agrees not to plead or claim the same; and (f) agrees that it will not bring any action relating to this Agreement or the transactions contemplated hereby in any court other than the aforesaid courts. Each of Parent, Acquisition Sub and the Company agrees that a final judgment in any action or proceeding in such courts as provided above shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable lawforum.

Consent to Jurisdiction. Each of the parties agrees that all actions, suits or proceedings arising out of or based upon this Agreement or the subject matter hereof shall be brought and maintained exclusively in the federal courts located in the State of Delaware. Each of the parties by execution hereof (i) hereby irrevocably submits to the jurisdiction of the federal courts located in the State of Delaware for the purpose of any action, suit or proceeding arising out of or based upon this Agreement or the subject matter hereof and (ii) hereby waives to the extent not prohibited by applicable law, and agrees not to assert, by way of motion, as a defense or otherwise, in any such action, suit or proceeding, any claim that he or it is not subject personally to the jurisdiction of the above-named court, that he or it is immune from extraterritorial injunctive relief or other injunctive relief, that its property is exempt or immune from attachment or execution, that any such action, suit or proceeding may not be brought or maintained in one of the above-named court should be dismissed on the grounds of forum non conveniens, should be transferred to any court other than one of the above-named court, should be stayed by virtue of the pendency of any other action, suit or proceeding in any court other than one of the above-named court, or that this Agreement or the subject matter hereof may not be enforced in or by any of the above-named court. Each of the parties hereto (a) irrevocably hereby consents to the service of the summons and complaint and any other process in any action or proceeding relating to the transactions contemplated by this Agreementsuch suit, for and on behalf of itself or any of its properties or assets, in accordance with Section 11.2 or in such other manner as may be permitted by applicable Law, and nothing in this Section 11.9 shall affect the right of any party to serve legal process in any other manner permitted by applicable Law; (b) irrevocably and unconditionally consents and submits itself and its properties and assets in any action or proceeding to the exclusive jurisdiction of 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) in the event any dispute or controversy arises out of this Agreement or the transactions contemplated hereby, or for recognition and enforcement of any judgment in respect thereof; (c) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (d) agrees that any actions or proceedings arising in connection with this Agreement or the transactions contemplated hereby shall be brought, tried and determined only in 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); (e) waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court manner permitted by the laws of the State of Delaware, agrees that service of process by registered or that such action certified mail, return receipt requested, at the address specified in or proceeding was brought in an inconvenient court pursuant to Section 18.2 hereof is reasonably calculated to give actual notice and waives and agrees not to plead assert by way of motion, as a defense or otherwise, in any such action, suit or proceeding any claim that service of process made in accordance with Section 18.2 hereof does not constitute good and sufficient service of process. The provisions of this Section 18.4 shall not restrict the same; and (f) agrees that it will not bring ability of any action relating party to this Agreement or the transactions contemplated hereby enforce in any court other than any judgment obtained in the aforesaid courts. Each federal courts located in the State of Parent, Acquisition Sub and the Company agrees that a final judgment in any action or proceeding in such courts as provided above shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable lawDelaware.

Consent to Jurisdiction. Each of the parties hereto (a) irrevocably consents to the service of the summons and complaint and agrees that any other process in any legal action or proceeding arising out of or relating to the transactions contemplated this Agreement brought by this Agreement, for and on behalf of itself or any of its properties or assets, in accordance with Section 11.2 or in such other manner as may be permitted by applicable Law, and nothing in this Section 11.9 shall affect the right of any party to serve legal process in or its Affiliates against any other manner permitted by applicable Law; (b) irrevocably and unconditionally consents and submits itself and party or its properties and assets in any action or proceeding to the exclusive jurisdiction of 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) in the event any dispute or controversy arises out of this Agreement or the transactions contemplated hereby, or for recognition and enforcement of any judgment in respect thereof; (c) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (d) agrees that any actions or proceedings arising in connection with this Agreement or the transactions contemplated hereby Affiliates shall be brought, tried brought and determined only in the Court of Chancery of the State of Delaware (orDelaware, only provided, that if jurisdiction is not then available in the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matterDelaware, then any such legal action or proceeding may be brought in any federal court within located in the State of Delaware); (e) waives any objection that it may now or hereafter have . Each of the parties hereby irrevocably consent to the venue jurisdiction of the aforesaid courts for itself and with respect to its property, generally and unconditionally, with regard to any such action or proceeding arising out of or relating to this Agreement and the transactions contemplated hereby. Each of the parties agrees not to commence any action, suit or proceeding relating thereto except in the courts described above in Delaware, other than actions in any court of competent jurisdiction to enforce any judgment, decree or award rendered by any such court or in Delaware as described herein. Each of the parties further agrees that notice as provided herein shall constitute sufficient service of process and the parties further waive any argument that such action or proceeding was brought in an inconvenient court service is insufficient. Each of the parties hereby irrevocably and unconditionally waives, and agrees not to plead assert, by way of motion or claim the same; and (f) agrees that it will not bring as a defense, counterclaim or otherwise, in any action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby hereby, (a) any claim that it is not personally subject to the jurisdiction of the courts in Delaware as described herein for any reason, (b) that it or its property is exempt or immune from jurisdiction of any such court other than or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) that (i) the aforesaid courts. Each of Parentsuit, Acquisition Sub and the Company agrees that a final judgment in any action or proceeding in any such courts as provided above shall be conclusive and court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper or (iii) this Agreement, or the subject matter hereof, may not be enforced in other jurisdictions or by suit on the judgment or in any other manner provided by applicable lawsuch courts.

Consent to Jurisdiction. Each of the parties hereto (a) irrevocably consents to the service of the summons and complaint and any other process in any action or proceeding relating to the transactions contemplated by this Agreement, for and on behalf of itself or any of its properties or assets, in accordance with Section 11.2 8.6 or in such other manner as may be permitted by applicable Law, and nothing in this Section 11.9 8.14 shall affect the right of any party hereto to serve legal process in any other manner permitted by applicable LawLaw (provided that all notices must comply with Section 8.6 to be deemed given hereunder); (b) irrevocably and unconditionally consents and submits itself and its properties and assets in any action or proceeding to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept or does not have jurisdiction over a particular matter, any federal or other state court within the State of Delaware) in the event any dispute or controversy arises out of this Agreement or the transactions contemplated hereby, or for recognition and enforcement of any judgment in respect thereof; (c) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (d) agrees that any actions or proceedings arising in connection with this Agreement or the transactions contemplated hereby shall be brought, tried and determined only in the Court of Chancery of the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept or does not have jurisdiction over a particular matter, any federal or other state court within the State of Delaware); (e) 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 court and agrees not to plead or claim the same; and (f) agrees that it will not bring any action relating to this Agreement or the transactions contemplated hereby in any court other than the aforesaid courts (other than any action brought to enforce a decision made by the aforesaid courts). Each of Parent, Acquisition Merger Sub and the Company agrees that a final judgment in any action or proceeding in such courts as provided above shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable lawLaw.

Consent to Jurisdiction. Each of the parties hereto (a) irrevocably consents to the service of the summons and complaint and agrees that any other process in any legal action or proceeding relating with respect to this Agreement and the transactions contemplated rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by this Agreement, another party hereto or its successors or assigns shall be brought and determined exclusively in the United States District Court for and on behalf the Southern District of itself New York. Each of the parties hereto agrees that mailing of process or other papers in connection with any of its properties such action or assets, proceeding in accordance with the manner provided in Section 11.2 10.2 or in such other manner as may be permitted by applicable Lawlaw, will be valid and nothing in this Section 11.9 shall affect the right of any party to serve legal process in any other manner permitted by applicable Law; (b) irrevocably and unconditionally consents and submits itself and its properties and assets in any action or proceeding to the exclusive jurisdiction sufficient service thereof. Each of the Court of Chancery of the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines parties hereto hereby irrevocably submits with regard to accept jurisdiction over a particular matter, any federal court within the State of Delaware) in the event any dispute or controversy arises out of this Agreement or the transactions contemplated hereby, or for recognition and enforcement of any judgment in respect thereof; (c) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (d) agrees that any actions or proceedings arising in connection with this Agreement or the transactions contemplated hereby shall be brought, tried and determined only in 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); (e) waives any objection that it may now or hereafter have to the venue of any such action or proceeding for itself and in any such court or that such action or proceeding was brought in an inconvenient court respect of its property, generally and agrees not unconditionally, to plead or claim the same; personal jurisdiction of the aforesaid courts and (f) agrees that it will not bring any action relating to this Agreement or the transactions any of the matters contemplated hereby by this Agreement in any court or tribunal other than the aforesaid courts. Each of Parentthe parties hereto hereby irrevocably waives, Acquisition Sub and the Company agrees that not to assert, by way of motion, as a final judgment defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder (i) any claim that is not personally subject to the jurisdiction of the above-named courts for any reason other than the failure to serve process in accordance with this Section 10.5(a), (ii) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts as provided above shall be conclusive (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment or otherwise) and (iii) to the fullest extent permitted by applicable law, any claim that (x) the suit, action or proceeding in such court is brought in an inconvenient forum, (y) the venue of such suit, action or proceeding is improper or (z) this Agreement, or the subject matter hereof, may not be enforced in other jurisdictions or by suit on the judgment or in any other manner provided by applicable lawsuch courts.

Consent to Jurisdiction. Each of the The parties hereto (a) hereby irrevocably consents submit to the service non-exclusive jurisdiction of any state court sitting in the summons City of New York, Borough of Manhattan and complaint the United States District Court for the Southern District of New York, and appropriate appellate courts therefrom, over any other process in any action dispute arising out of or proceeding relating to the transactions contemplated by this Agreement, for and on behalf of itself Agreement or any of its properties or assets, in accordance with Section 11.2 or in such other manner as may be permitted by applicable Law, and nothing in this Section 11.9 shall affect the right of any party to serve legal process in any other manner permitted by applicable Law; (b) irrevocably and unconditionally consents and submits itself and its properties and assets in any action or proceeding to the exclusive jurisdiction of 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) in the event any dispute or controversy arises out of this Agreement or the transactions contemplated hereby, or for recognition and enforcement of any judgment each party hereby irrevocably agrees that all claims in respect thereof; (c) agrees that it will not attempt to deny of such dispute or defeat such personal jurisdiction by motion or other request for leave from any such court; (d) agrees that any actions or proceedings arising in connection with this Agreement or the transactions contemplated hereby shall proceeding may be brought, tried heard and determined only in such courts. The parties hereby irrevocably waive, to 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 matterfullest extent permitted by applicable law, any federal court within the State of Delaware); (e) waives any objection that it which they may now or hereafter have to the laying of venue of any such action dispute arising out of or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same; and (f) agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated hereby brought in such court or any court other than defense of inconvenient forum for the aforesaid courtsmaintenance of such dispute. Each of Parent, Acquisition Sub and the Company parties hereto agrees that a final judgment in any action or proceeding in such courts as provided above shall be conclusive and dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable law. This consent to jurisdiction is being given solely for purposes of this Agreement and is not intended to, and shall not, confer consent to jurisdiction with respect to any other dispute in which a party to this Agreement may become involved. Each of the parties hereto hereby consents to process being served by any party to this Agreement in any suit, action, or proceeding of the nature specified in the paragraph above by the mailing of a copy thereof in the manner specified by the provisions of subsection (b) of this Section 12. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT.

Consent to Jurisdiction. Each The Guarantor hereby irrevocably submits to the non-exclusive jurisdiction of any state or federal court in the parties hereto (a) Borough of Manhattan, The City of New York, for the purpose of any suit, action, proceeding or judgment relating to or arising out of this Guarantee Agreement. The Guarantor hereby appoints Fresenius Medical Care Holdings, Inc., c/o CT Corporation System, with offices on the date hereof at 1630 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xs its authorized agent on whom process may be served in any action which may be instituted against it by any Holder or the Guarantee Trustee in any state or federal court in The City of New York, the Borough of Manhattan, arising out of or relating to this Guarantee Agreement. Service of process upon such authorized agent and written notice of such service to the Guarantor shall be deemed in every respect effective service of process upon the Guarantor, and the Guarantor hereby irrevocably consents to the service jurisdiction of the summons and complaint and any other process such court in any such action and to the laying of venue in the Borough of Manhattan, The City of New York. The Guarantor hereby waives, to the fullest extent permitted by applicable law, any objection to the laying of venue of any such suit, action or proceeding relating to brought in the transactions contemplated by this Agreementaforesaid courts and hereby irrevocably waives any claim that any such suit, for and on behalf of itself action or proceeding brought in any of its properties or assetssuch court has been brought in an inconvenient forum. Notwithstanding the foregoing, nothing herein shall in accordance with Section 11.2 or in such other manner as may be permitted by applicable Law, and nothing in this Section 11.9 shall any way affect the right of any party to serve legal process in any other manner permitted by applicable Law; (b) irrevocably and unconditionally consents and submits itself and its properties and assets in any action or proceeding to the exclusive jurisdiction Holders of the Court of Chancery of the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines Guarantee Trustee to accept jurisdiction over a particular matter, any federal court within the State of Delaware) in the event any dispute or controversy arises out of this Agreement or the transactions contemplated hereby, or for recognition and enforcement of any judgment in respect thereof; (c) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (d) agrees that any actions or proceedings arising in connection with this Agreement or the transactions contemplated hereby shall be brought, tried and determined only in 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); (e) 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 court and agrees not to plead or claim the same; and (f) agrees that it will not bring any action arising out of or relating to this Guarantee Agreement or the transactions contemplated hereby in any competent court other than elsewhere having jurisdiction over the aforesaid courts. Each of Parent, Acquisition Sub Guarantor and the Company agrees that a final judgment in any action or proceeding in such courts as provided above shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable lawits property.

Consent to Jurisdiction. Each Notwithstanding the place where any Liability originates or arises, or is to be repaid, any suit, action or proceeding arising out of or relating to this Guaranty, any of the parties hereto (a) Agreements, or any borrowing made in connection with any of the Agreements, may be instituted in any court of the United States of America or the State of Michigan, sitting in the City of Detroit, State of Michigan, or in any court of the United States of America or the State of Indiana, sitting in the City of Indianapolis, State of Indiana, and each Guarantor hereby irrevocably waives any objection which it may have or hereafter have to the laying of the venue of any such suit, action or proceeding and any claim that any such suit, action or proceeding has been brought in an inconvenient forum; and each Guarantor hereby irrevocably submits his person and property to the jurisdiction of any such court in any such suit, action or proceeding. Each Guarantor hereby consents to the service of the summons and complaint and any other process in any suit, action or proceeding relating of the nature referred to in this Paragraph by the mailing of a copy thereof by registered or certified mail, postage prepaid, or personally delivering a copy thereof to such Guarantor, at the address set forth under its signature below, or at such other address as such Guarantor may hereafter specify to the transactions contemplated by this Agreement, for and on behalf of itself or any of its properties or assets, Lenders in accordance with Section 11.2 or in such other manner as may be permitted by applicable Law, and nothing writing. Nothing in this Section 11.9 Paragraph shall affect the right of any party Lender to serve legal process in any other manner permitted by applicable Law; (b) irrevocably and unconditionally consents and submits itself and law or limit the right of the Lenders to bring proceedings against any Guarantor or any of its properties and assets property in the courts of any other jurisdiction in which it is subject to service of process. To the extent that any Guarantor now or hereafter may be entitled, in any action or proceeding jurisdiction in which proceedings may at any time be commenced with respect to the exclusive jurisdiction of 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) in the event any dispute or controversy arises out of this Agreement Guaranty or the transactions contemplated hereby, to claim itself or for recognition and its revenues, assets or properties any immunity (including, without limitation, immunity from service of process, jurisdiction, suit, judgment, counterclaim, enforcement of or execution on a judgment, attachment prior to the judgment, attachment in aid of execution of a judgment or other legal process), and to the extent that in any judgment such jurisdiction there may be attributed any such immunity (whether or not claimed), such Guarantor hereby irrevocably undertakes not to claim and hereby irrevocably waives any such immunity to the fullest extent permitted by law. Each Guarantor irrevocably and generally consents in respect thereof; (c) agrees that it will not attempt of any proceedings to deny the giving of any relief or defeat such personal jurisdiction by motion or other request for leave from the issue of any such court; (d) agrees that any actions or proceedings arising process in connection with this Agreement those proceedings including, without limitation, the making, enforcement or the transactions contemplated hereby shall be brought, tried and determined only in 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, execution against any federal court within the State of Delaware); (e) waives any objection that it may now or hereafter have to the venue assets whatsoever of any such action order or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same; and (f) agrees that it will not bring any action relating to this Agreement or the transactions contemplated hereby in any court other than the aforesaid courts. Each of Parent, Acquisition Sub and the Company agrees that a final judgment in any action or proceeding in such courts as provided above shall be conclusive and which may be enforced made or given in other jurisdictions by suit on the judgment or in any other manner provided by applicable lawthose proceedings.

Consent to Jurisdiction. Each of the parties hereto (a) hereby irrevocably consents to the service of the summons and complaint and agrees that any other process in any legal action or proceeding relating with respect to the transactions contemplated by this Agreement, for and on behalf of itself or any of its properties or assets, in accordance with Section 11.2 or in such other manner as may be permitted by applicable Law, and nothing in this Section 11.9 shall affect the right of any party to serve legal process in any other manner permitted by applicable Law; (b) irrevocably and unconditionally consents and submits itself and its properties and assets in any action or proceeding to the exclusive jurisdiction of 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) in the event any dispute or controversy arises out of this Agreement or the transactions contemplated herebyTransaction, or for recognition and enforcement of any judgment in respect thereof; (c) agrees that it will not attempt to deny of this Agreement, the Transaction and obligations arising hereunder brought by any other party hereto or defeat such personal jurisdiction by motion its successors or other request for leave from any such court; (d) agrees that any actions or proceedings arising in connection with this Agreement or the transactions contemplated hereby assigns, shall be brought, tried brought and determined only exclusively in the Delaware Court of Chancery of and any state appellate court therefrom within the State of Delaware (or, only if the Delaware Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware); (e) waives any objection that it may now or hereafter have . Each of the parties hereto hereby irrevocably submits with regard to the venue of any such action or proceeding for itself and in any such court or that such action or proceeding was brought in an inconvenient court respect of its property, generally and agrees not unconditionally, to plead or claim the same; personal jurisdiction of the aforesaid courts and (f) agrees that it will not bring any action relating to this Agreement or the transactions contemplated hereby Transaction in any court other than the aforesaid courts. Each of Parentthe parties hereto hereby irrevocably waives, Acquisition Sub and the Company agrees that not to assert, by way of motion, as a final judgment defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement or the Transaction, (a) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason other than the failure to serve in accordance with this Section 8.9, (b) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts as provided above shall be conclusive (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to the fullest extent permitted by the applicable Law, any claim that (i) the suit, action or proceeding in such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper or (iii) this Agreement or the Transaction or the subject mater hereof, may not be enforced in other jurisdictions or by suit on the judgment or in any other manner provided by applicable lawsuch courts.

Consent to Jurisdiction. (a) Each of the parties hereto (a) hereby irrevocably and unconditionally agrees that it will not commence any action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, against any party hereto or any Related Party of the foregoing in any way relating to this Agreement or any other Loan Document or the transactions relating hereto or thereto, in any forum other than the courts of the State of New York sitting in New York County, and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, and each of the parties hereto irrevocably and unconditionally submits to the jurisdiction of such courts and agrees that all claims in respect of any such action, litigation or proceeding may be heard and determined in such New York State court or, to the fullest extent permitted by applicable Law, in such federal court. Each of the parties hereby irrevocably agrees, to the fullest extent each may effectively do so, that each will not assert any defense that such courts do not have subject matter or personal jurisdiction of such action or proceeding or over any party hereto. Each of the parties hereby irrevocably consents to the service of copies of the summons and complaint and any other process in any action or proceeding relating to the transactions contemplated by this Agreement, for and on behalf of itself or any of its properties or assets, in accordance with Section 11.2 or in such other manner as which may be permitted by applicable Law, and nothing served in this Section 11.9 shall affect the right of any party to serve legal process in any other manner permitted by applicable Law; (b) irrevocably and unconditionally consents and submits itself and its properties and assets in any action or proceeding to the exclusive jurisdiction of 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) in the event any dispute or controversy arises out of this Agreement or the transactions contemplated hereby, or for recognition and enforcement of any judgment in respect thereof; (c) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (d) agrees that any actions or proceedings arising in connection with this Agreement or the transactions contemplated hereby shall be brought, tried and determined only in 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); (e) waives any objection that it may now or hereafter have to the venue of any such action or proceeding by certified mail, return receipt requested, or by delivering of a copy of such process to such party at its address specified in Section 10.02 or by any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same; and (f) agrees that it will not bring any action relating to this Agreement or the transactions contemplated hereby in any court other than the aforesaid courtsmethod permitted by law. Each of Parent, Acquisition Sub and the Company parties hereby agrees that a final judgment in any such action or proceeding in such courts as provided above shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in by any other manner provided by applicable law. Each Loan Party (other than the Lead Borrower) hereby agrees that service of process may be made upon the Lead Borrower and each other Loan Party hereby irrevocably appoints the Lead Borrower its authorized agent to accept such service of process, and agrees that the failure of the Lead Borrower to give any notice of any such service shall not impair or affect the validity of such service or of any judgment rendered in any action or proceeding based thereon. To the extent that any Loan Party has or hereafter may acquire any immunity from jurisdiction of any court or from 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, each Loan Party hereby irrevocably waives such immunity in respect of its obligations under this Agreement.

Consent to Jurisdiction. Each Without limiting the other provisions of the parties hereto (a) irrevocably consents to the service of the summons and complaint and any other process in any action or proceeding relating to the transactions contemplated by this Agreement, for and on behalf of itself or any of its properties or assets, in accordance with Section 11.2 or in such other manner as may be permitted by applicable Law, and nothing in this Section 11.9 shall affect 10.11, the right of Parties agree that any party Action by or against any Party hereto or with respect to serve legal process in any other manner permitted by applicable Law; (b) irrevocably and unconditionally consents and submits itself and its properties and assets in any action or proceeding to the exclusive jurisdiction of 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) in the event any dispute or controversy arises arising out of this Agreement or the transactions contemplated hereby, or for recognition and enforcement of any judgment in respect thereof; (c) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (d) agrees that any actions or proceedings arising in connection with this Agreement or the transactions contemplated hereby shall be brought, tried and determined only brought in the Court of Chancery of the State of Delaware (or, if (and only if if) the Court of Chancery of the State of Delaware declines to accept or does not have jurisdiction over a particular matter, the Superior Court of the State of Delaware or any federal court within sitting in the State of Delaware); (e) waives any objection that it may now or hereafter have . By execution and delivery of this Agreement, each Party hereto irrevocably and unconditionally submits to the venue exclusive jurisdiction of such courts solely for the purposes of disputes arising under this Agreement and not as a general submission to such jurisdiction or with respect to any other dispute, matter or claim whatsoever. The Parties irrevocably consent to the service of process out of any such action or proceeding of the aforementioned courts in any such court Action by the delivery of copies thereof by overnight courier to the address for such party to which notices are deliverable hereunder. Any such service of process shall be effective upon delivery. Nothing herein shall affect the right to serve process in any other manner permitted by applicable Law. The Parties hereby waive any right to stay or dismiss any Action under or in connection with this Agreement brought before the foregoing courts on the basis of (a) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason, or that it or any of its property is immune from the above-described legal process, (b) that such action or proceeding was Action is brought in an inconvenient court and agrees not to plead forum, that venue for the Action is improper or claim the same; and (f) agrees that it will not bring any action relating to this Agreement or the transactions contemplated hereby in any court other than the aforesaid courts. Each of Parent, Acquisition Sub and the Company agrees that a final judgment in any action or proceeding in such courts as provided above shall be conclusive and may not be enforced in other jurisdictions or by suit on the judgment such courts, or in (c) any other manner provided by applicable lawdefense that would hinder or delay the levy, execution or collection of any amount to which any Party hereto is entitled pursuant to any final judgment of any court having jurisdiction.

Consent to Jurisdiction. Each of the parties agrees that all actions, suits or proceedings arising out of or based upon this Agreement or the subject matter hereof shall be brought and maintained exclusively in the federal and state courts of the State of New York. Each of the parties hereto by execution hereof (ai) hereby irrevocably consents submits to the service of the summons and complaint and any other process in any action or proceeding relating to the transactions contemplated by this Agreement, for and on behalf of itself or any of its properties or assets, in accordance with Section 11.2 or in such other manner as may be permitted by applicable Law, and nothing in this Section 11.9 shall affect the right of any party to serve legal process in any other manner permitted by applicable Law; (b) irrevocably and unconditionally consents and submits itself and its properties and assets in any action or proceeding to the exclusive jurisdiction of the Court of Chancery of federal and state courts in the State of Delaware (orNew York for the purpose of any action, 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) in the event any dispute suit or controversy arises proceeding arising out of or based upon this Agreement or the transactions contemplated herebysubject matter hereof and (ii) hereby waives, to the extent not prohibited by applicable law, and agrees not to assert, by way of motion, as a defense or otherwise, in any such action, suit or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that it is immune from extraterritorial injunctive relief or other injunctive relief, that its property is exempt or immune from attachment or execution, that any such action, suit or proceeding may not be brought or maintained in one of the above-named courts, that any such action, suit or proceeding brought or maintained in one of the above-named courts should be dismissed on grounds of forum non conveniens, should be transferred to any court other than one of the above-named courts, should be stayed by virtue of the pendency of any other action, suit or proceeding in any court other than one of the above-named courts, or for recognition and enforcement of any judgment in respect thereof; (c) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (d) agrees that any actions or proceedings arising in connection with this Agreement or the transactions contemplated hereby shall subject matter hereof may not be brought, tried and determined only enforced in the Court of Chancery or by any of the State of Delaware (or, only if the Court of Chancery above-named courts. Each of the State parties hereto hereby consents to service of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware); (e) waives any objection that it may now or hereafter have to the venue of process in any such suit, action or proceeding in any such court manner permitted by the laws of the State of New York, agrees that service of process by registered or that such action certified mail, return receipt requested, at the address specified in or proceeding was brought in an inconvenient court pursuant to Section 12 is reasonably calculated to give actual notice and waives and agrees not to plead assert by way of motion, as a defense or otherwise, in any such action, suit or proceedings any claim that service of process made in accordance with Section 12 does not constitute good and sufficient service of process. The provisions of this Section 10(b) shall not restrict the same; and (f) agrees that it will not bring ability of any action relating party to this Agreement or the transactions contemplated hereby enforce in any court other than any judgment obtained in a federal or state court of the aforesaid courts. Each State of Parent, Acquisition Sub and the Company agrees that a final judgment in any action or proceeding in such courts as provided above shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable lawNew York.

Consent to Jurisdiction. Each of the parties hereto (a) irrevocably consents to the service of the summons and complaint and any other process in any action or proceeding relating to the transactions contemplated by this Agreement, for and on behalf of itself or any of its properties or assets, in accordance with Section 11.2 9.2 or in such other manner as may be permitted by applicable Law, and nothing in this Section 11.9 9.10 shall affect the right of any party to serve legal process in any other manner permitted by applicable Law; (b) irrevocably and unconditionally consents and submits itself and its properties and assets in any action or proceeding to the exclusive jurisdiction of 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) in the event any dispute or controversy arises out of this Agreement or the transactions contemplated herebyhereby (including the Merger), or for recognition and enforcement of any judgment in respect thereof; (c) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (d) agrees that any actions or proceedings arising in connection with this Agreement or the transactions contemplated hereby (including the Merger) shall be brought, tried and determined only in 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); (e) 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 court and agrees not to plead or claim the same; and (f) agrees that it will not bring any action relating to this Agreement or the transactions contemplated hereby (including the Merger) in any court other than the aforesaid courts. Each of Parent, Acquisition Merger Sub and the Company agrees that a final judgment in any action or proceeding in such courts as provided above shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable lawLaw.

Consent to Jurisdiction. Each of the parties agrees that all actions, suits or proceedings arising out of or based upon this Agreement or the subject matter hereof shall be brought and maintained exclusively in the federal and state courts of the State of New York (collectively, “New York Courts” and each a “New York Court”). Each of the parties hereto by execution hereof: (ai) hereby irrevocably consents submits to the service jurisdiction of New York Courts for the summons and complaint and purpose of any other process in any action action, suit or proceeding relating to the transactions contemplated by this Agreement, for and on behalf of itself or any of its properties or assets, in accordance with Section 11.2 or in such other manner as may be permitted by applicable Law, and nothing in this Section 11.9 shall affect the right of any party to serve legal process in any other manner permitted by applicable Law; (b) irrevocably and unconditionally consents and submits itself and its properties and assets in any action or proceeding to the exclusive jurisdiction of 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) in the event any dispute or controversy arises arising out of or based upon this Agreement or the transactions contemplated hereby, or for recognition subject matter hereof; and enforcement of any judgment in respect thereof; (cii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (d) agrees that any actions or proceedings arising in connection with this Agreement or the transactions contemplated hereby shall be brought, tried and determined only in 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); (e) 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 court extent not prohibited by applicable law, and agrees not to plead assert, by way of motion, as a defense or otherwise, in any such action, suit or proceeding, any claim the same; and (f) agrees that it will is not bring subject personally to the jurisdiction of the above-named courts, that it is immune from extraterritorial injunctive relief or other injunctive relief, that its property is exempt or immune from attachment or execution, that any action relating such action, suit or proceeding may not be brought or maintained in any New York Court, that any such action, suit or proceeding brought or maintained in any New York Court should be dismissed on grounds of forum non conveniens, should be transferred to this Agreement any court other than a New York Court, should be stayed by virtue of the pendency of any other action, suit or the transactions contemplated hereby proceeding in any court other than a New York Court, or that this Agreement or the aforesaid courtssubject matter hereof may not be enforced in or by any New York Court. Each of Parent, Acquisition Sub and the Company agrees that a final judgment parties hereto hereby consents to service of process in any action such action, suit or proceeding in such courts any manner permitted by the laws of the State of New York, agrees that service of process by registered or certified mail, return receipt requested, at the address specified in or pursuant to Section 16 is reasonably calculated to give actual notice and waives and agrees not to assert by way of motion, as provided above shall be conclusive and may be enforced in other jurisdictions by suit on the judgment a defense or otherwise, in any other such action, suit or proceeding any claim that service of process made in the manner provided by applicable lawset forth in Section 16 does not constitute good and sufficient service of process. The provisions of this Section 6(b) shall not restrict the ability of any party to enforce in any court any judgment obtained in a New York Court.

Consent to Jurisdiction. Each Notwithstanding the place where any Guaranteed Obligation originates or arises, or is to be repaid, any suit, action or proceeding arising out of or relating to this Guaranty, any of the parties hereto (a) Loan Documents, or any borrowing made in connection with any of the Loan Documents, may be instituted in any court of the United States of America or the State of Michigan, sitting in the City of Detroit, State of Michigan, and each Guarantor hereby irrevocably waives any objection which it may have or hereafter have to the laying of the venue of any such suit, action or proceeding and any claim that any such suit, action or proceeding has been brought in an inconvenient forum; and each Guarantor hereby irrevocably submits his person and property to the jurisdiction of any such court in any such suit, action or proceeding. Each Guarantor hereby consents to the service of the summons and complaint and any other process in any suit, action or proceeding relating of the nature referred to the transactions contemplated by this Agreement, for and on behalf of itself or any of its properties or assets, in accordance with Section 11.2 or in such other manner as may be permitted by applicable Law, and nothing in this Section 11.9 17 by the mailing of a copy thereof by registered or certified mail, postage prepaid, or personally delivering a copy thereof to such Guarantor, at the address set forth under its signature below, or at such other address as such Guarantor may hereafter specify to the Obligation Holders in writing. Nothing in this Section 17 shall affect the right of any party Obligation Holder to serve legal process in any other manner permitted by applicable Law; (b) irrevocably and unconditionally consents and submits itself and law or limit the right of the Obligation Holders to bring proceedings against any Guarantor or any of its properties and assets property in the courts of any other jurisdiction in which it is subject to service of process. To the extent that any Guarantor now or hereafter may be entitled, in any action or proceeding jurisdiction in which proceedings may at any time be commenced with respect to the exclusive jurisdiction of 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) in the event any dispute or controversy arises out of this Agreement Guaranty or the transactions contemplated hereby, to claim itself or for recognition and its revenues, assets or properties any immunity (including, without limitation, immunity from service of process, jurisdiction, suit, judgment, counterclaim, enforcement of or execution on a judgment, attachment prior to the judgment, attachment in aid of execution of a judgment or other legal process), and to the extent that in any judgment such jurisdiction there may be attributed any such immunity (whether or not claimed), such Guarantor hereby irrevocably undertakes not to claim and hereby irrevocably waives any such immunity to the fullest extent permitted by law. Each Guarantor irrevocably and generally consents in respect thereof; (c) agrees that it will not attempt of any proceedings to deny the giving of any relief or defeat such personal jurisdiction by motion or other request for leave from the issue of any such court; (d) agrees that any actions or proceedings arising process in connection with this Agreement those proceedings including, without limitation, the making, enforcement or the transactions contemplated hereby shall be brought, tried and determined only in 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, execution against any federal court within the State of Delaware); (e) waives any objection that it may now or hereafter have to the venue assets whatsoever of any such action order or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same; and (f) agrees that it will not bring any action relating to this Agreement or the transactions contemplated hereby in any court other than the aforesaid courts. Each of Parent, Acquisition Sub and the Company agrees that a final judgment in any action or proceeding in such courts as provided above shall be conclusive and which may be enforced made or given in other jurisdictions by suit on the judgment or in any other manner provided by applicable lawthose proceedings.

Consent to Jurisdiction. Each of the parties hereto Party to this Agreement, by its execution hereof, (a) hereby irrevocably consents to the service of the summons and complaint and any other process in any action or proceeding relating to the transactions contemplated by this Agreement, for and on behalf of itself or any of its properties or assets, in accordance with Section 11.2 or in such other manner as may be permitted by applicable Law, and nothing in this Section 11.9 shall affect the right of any party to serve legal process in any other manner permitted by applicable Law; (b) irrevocably and unconditionally consents and submits itself and its properties and assets in any action or proceeding to the exclusive jurisdiction of 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) in the event any dispute or controversy arises out of this Agreement or the transactions contemplated hereby, or for recognition and enforcement of any judgment in respect thereof; (c) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (d) agrees that any actions action, suit or proceedings proceeding arising in connection with any disagreement, dispute, controversy or claim, in whole or in part, arising out of, related to, based upon or in connection with this Agreement or the transactions contemplated hereby subject matter hereof shall be brought, tried and determined brought only in the Court courts of Chancery the State Courts of the State of Delaware (orNew York, only if New York County or the United States District Court of Chancery of located in the State of Delaware declines New York, New York County, (b) hereby waives to accept jurisdiction over the extent not prohibited by applicable Law, and agrees not to assert, by way of motion, as a particular matterdefense or otherwise, in any such action, any federal court within the State of Delaware); (e) waives any objection claim that it may now or hereafter have is not subject personally to the venue jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that any such action brought in one of the above-named courts should be dismissed on grounds of forum non conveniens, should be transferred to any court other than one of the above-named courts, or should be stayed by reason of the pendency of some other proceeding in any other court other than one of the above-named courts, or that this Agreement or the subject matter hereof may not be enforced in or by such court and (c) hereby agrees not to commence any such action other than before one of the above-named courts nor to make any motion or take any other action seeking or intending to cause the transfer or removal of any such action to any court other than one of the above-named courts whether on the grounds of forum non conveniens or proceeding otherwise. Each Party hereby (i) consents to service of process in any such court action in any manner permitted by New York law, (ii) agrees that service of process made in accordance with clause (i) or that made by registered or certified mail, return receipt requested, at its address specified pursuant to Section 3, shall constitute good and valid service of process in any such action or proceeding was brought in an inconvenient court and (iii) waives and agrees not to plead assert (by way of motion, as a defense, or claim the same; and (fotherwise) agrees that it will not bring any action relating to this Agreement or the transactions contemplated hereby in any court other than the aforesaid courts. Each such action any claim that service of Parent, Acquisition Sub process made in accordance with clause (i) or (ii) does not constitute good and the Company agrees that a final judgment in any action or proceeding in such courts as provided above shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable lawvalid service of process.

Consent to Jurisdiction. Each of Except as otherwise expressly provided in this Agreement, the parties hereto (a) irrevocably consents to the service of the summons and complaint and agree that any other process in any suit, action or proceeding relating seeking to the transactions contemplated by this Agreementenforce any provision of, for and or based on behalf any matter arising out of itself or any of its properties or assets, in accordance with Section 11.2 or in such other manner as may be permitted by applicable Lawconnection with, and nothing in this Section 11.9 shall affect the right of any party to serve legal process in any other manner permitted by applicable Law; (b) irrevocably and unconditionally consents and submits itself and its properties and assets in any action or proceeding to the exclusive jurisdiction of 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) in the event any dispute or controversy arises out of this Agreement or the transactions contemplated hereby, or for recognition and enforcement of any judgment in respect thereof; (c) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (d) agrees that any actions or proceedings arising in connection with this Agreement or the transactions contemplated hereby shall be broughtbrought exclusively in the United States District Court for the District of Delaware or, tried and determined only if such court does not have jurisdiction over the subject matter of such proceeding or if such jurisdiction is not available, in the Court of Chancery of the State of Delaware (orDelaware, only if the Court County of Chancery New Castle, and each of the State parties hereto hereby consents to the exclusive jurisdiction of Delaware declines those courts (and of the appropriate appellate courts therefrom) in any suit, action or proceeding and irrevocably waives, to accept jurisdiction over a particular matterthe fullest extent permitted by law, any federal court within the State of Delaware); (e) waives any objection that which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court of those courts or that such any suit, action or proceeding was which is brought in any of those courts has been brought in an inconvenient court and agrees not to plead or claim the same; and (f) agrees that it will not bring any action relating to this Agreement or the transactions contemplated hereby forum. Process in any court other than the aforesaid courts. Each of Parentsuit, Acquisition Sub and the Company agrees that a final judgment in any action or proceeding may be served on any party anywhere in such courts the world, whether within or without the jurisdiction of any of the named courts. Without limiting the foregoing, each party agrees that service of process on it by notice as provided above in Section 4.2 hereof shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable lawdeemed effective service of process. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY.

Consent to Jurisdiction. Each of the parties hereto party to this Agreement, by its execution hereof, (a) hereby irrevocably consents to the service of the summons and complaint and any other process in any action or proceeding relating to the transactions contemplated by this Agreement, for and on behalf of itself or any of its properties or assets, in accordance with Section 11.2 or in such other manner as may be permitted by applicable Law, and nothing in this Section 11.9 shall affect the right of any party to serve legal process in any other manner permitted by applicable Law; (b) irrevocably and unconditionally consents and submits itself and its properties and assets in any action or proceeding to the exclusive jurisdiction of 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) in the event any dispute or controversy arises out of this Agreement or the transactions contemplated hereby, or for recognition and enforcement of any judgment in respect thereof; (c) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (d) agrees that any actions action, suit or proceedings proceeding arising in connection with any disagreement, dispute, controversy or claim, in whole or in part, arising out of, related to, based upon or in connection with this Agreement or the transactions contemplated hereby subject matter hereof shall be brought, tried and determined brought only in the Court courts of Chancery the State Courts of the State of Delaware (orNew York, only if New York County or the United States District Court of Chancery of located in the State of Delaware declines New York, New York County, (b) hereby waives to accept jurisdiction over the extent not prohibited by applicable Law, and agrees not to assert, by way of motion, as a particular matterdefense or otherwise, in any such action, any federal court within the State of Delaware); (e) waives any objection claim that it may now or hereafter have is not subject personally to the venue jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that any such action brought in one of the above-named courts should be dismissed on grounds of forum non conveniens, should be transferred to any court other than one of the above-named courts, or should be stayed by reason of the pendency of some other proceeding in any other court other than one of the above-named courts, or that this Agreement or the subject matter hereof may not be enforced in or by such court and (c) hereby agrees not to commence any such action other than before one of the above-named courts nor to make any motion or take any other action seeking or intending to cause the transfer or removal of any such action to any court other than one of the above-named courts whether on the grounds of forum non conveniens or proceeding otherwise. Each party hereby (i) consents to service of process in any such court action in any manner permitted by New York law, (ii) agrees that service of process made in accordance with clause (i) or that made by registered or certified mail, return receipt requested, at its address specified pursuant to Section 14(l), shall constitute good and valid service of process in any such action or proceeding was brought in an inconvenient court action, and (iii) waives and agrees not to plead assert (by way of motion, as a defense, or claim the same; and (fotherwise) agrees that it will not bring any action relating to this Agreement or the transactions contemplated hereby in any court other than the aforesaid courts. Each such action any claim that service of Parent, Acquisition Sub process made in accordance with clause (i) or (ii) does not constitute good and the Company agrees that a final judgment in any action or proceeding in such courts as provided above shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable lawvalid service of process.

Consent to Jurisdiction. Each of the parties hereto (a) irrevocably consents to the service of the summons and complaint and any other process in any action or proceeding relating to the transactions contemplated by this Agreement, for and on behalf of itself or any of its properties or assets, in accordance with Section 11.2 or in such other manner as may be permitted by applicable Law, and nothing in this Section 11.9 shall affect the right of any party to serve legal process in any other manner permitted by applicable Law; (b) The Parties hereby irrevocably and unconditionally consents and submits itself and its properties and assets in any action or proceeding submit to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or, only if the such court shall not have jurisdiction, any Superior Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any or federal court of the United States of America located within the State of Delaware) , solely in respect of the event any dispute or controversy arises out interpretation and enforcement of the provisions of this Agreement or and of the transactions contemplated herebydocuments referred to in this Agreement, or for recognition and enforcement of any judgment in respect thereof; (c) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (d) agrees that any actions or proceedings arising in connection with this Agreement or of the transactions contemplated hereby and thereby, and, to the fullest extent permitted by applicable Law, hereby waive, and agree not to assert, as a defense in any action, suit or other Proceeding for the interpretation or enforcement hereof or thereof, that it is not subject thereto or that such action, suit or other Proceeding may not be brought or is not maintainable in said courts or that the venue thereof may not be appropriate or that this Agreement or any such document may not be enforced in or by such courts, and the Parties irrevocably and unconditionally agree that all claims with respect to such action, suit or other Proceeding shall be brought, tried heard and determined only in the Delaware Court of Chancery or, to the extent otherwise required by applicable Law, the Superior Court of the State of Delaware or federal court of the United States of America located within the State of Delaware. The Parties hereby consent to and grant any such court jurisdiction over 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, suit or Proceeding in the manner provided for notices in Section 7.3 or in such other manner as may be permitted by applicable Law, shall be valid and sufficient service thereof. With respect to any particular action, suit or other Proceeding, venue shall lie solely in the Court of Chancery of the State of Delaware (or, only if to the extent otherwise required by applicable Law, the Superior Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any or such federal court located within the State of Delaware); (e) waives any objection that it may now or hereafter have . The Parties further agree, to the venue of any such action or proceeding extent permitted by applicable Law, that final and non-appealable judgment against a Party in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same; and (f) agrees that it will not bring any action relating to this Agreement or the transactions Proceeding contemplated hereby in any court other than the aforesaid courts. Each of Parent, Acquisition Sub and the Company agrees that a final judgment in any action or proceeding in such courts as provided above shall be conclusive and may be enforced in any other jurisdictions jurisdiction within or outside the United States by suit on the judgment judgment, a certified or in any other manner provided by applicable lawexemplified copy of which shall be conclusive evidence of the fact and amount of such judgment.

Consent to Jurisdiction. (a) Each of the parties hereto (a) irrevocably consents to the service of the summons and complaint and agrees that any other process in any legal action or proceeding relating with respect to the transactions contemplated by this Agreement, for and on behalf of itself or any of its properties or assets, in accordance with Section 11.2 or in such other manner as may be permitted by applicable Law, and nothing in this Section 11.9 shall affect the right of any party to serve legal process in any other manner permitted by applicable Law; (b) irrevocably and unconditionally consents and submits itself and its properties and assets in any action or proceeding to the exclusive jurisdiction of 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) in the event any dispute or controversy arises out of this Agreement or and the transactions contemplated herebyrights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect thereof; (c) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (d) agrees that any actions or proceedings arising in connection with of this Agreement and the rights and obligations arising hereunder brought by the other party hereto or the transactions contemplated hereby its successors or assigns, shall be brought, tried brought and determined only exclusively in the Delaware Court of Chancery of and any state appellate court therefrom within the State of Delaware (or, only if the Delaware Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware); (e) waives any objection that it may now or hereafter have . Each of the parties hereto hereby irrevocably submits with regard to the venue of any such action or proceeding for itself and in any such court or that such action or proceeding was brought in an inconvenient court respect of its property, generally and agrees not unconditionally, to plead or claim the same; personal jurisdiction of the aforesaid courts and (f) agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated hereby by this Agreement in any court other than the aforesaid courts. Each of Parentthe parties hereto hereby irrevocably waives, Acquisition Sub and the Company agrees that not to assert as a final judgment defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement, (i) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason other than the failure to serve in accordance with this Section 9.9, (ii) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts as provided above shall be conclusive (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and (iii) to the fullest extent permitted by applicable Law, any claim that (A) the suit, action or proceeding in such court is brought in an inconvenient forum, (B) the venue of such suit, action or proceeding is improper or (C) this Agreement, or the subject mater hereof, may not be enforced in other jurisdictions or by suit on the judgment or in any other manner provided by applicable lawsuch courts.

Consent to Jurisdiction. Each of the parties hereto Company and the Holder, by its respective execution hereof, (a) hereby irrevocably consents to the service of the summons and complaint and any other process in any action or proceeding relating to the transactions contemplated by this Agreement, for and on behalf of itself or any of its properties or assets, in accordance with Section 11.2 or in such other manner as may be permitted by applicable Law, and nothing in this Section 11.9 shall affect the right of any party to serve legal process in any other manner permitted by applicable Law; (b) irrevocably and unconditionally consents and submits itself and its properties and assets in any action or proceeding to the exclusive jurisdiction of the Chancery Court of Chancery of the State of Delaware (orand if Chancery Court does not accept jurisdiction, only the federal court located in Delaware and if the Court of Chancery of the State of federal court in Delaware declines to does not accept jurisdiction over a particular matterjurisdiction, any federal other state court within the State of in Delaware) for the purpose of any action, claim, cause of action or suit (in the event any dispute contract, tort or controversy arises otherwise), inquiry, proceeding or investigation arising out of or based upon this Agreement or Security and Terms of Securities, the transactions contemplated herebyCovered Matters, or for recognition and enforcement of any judgment in respect thereof; (c) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (d) agrees that any actions or proceedings arising in connection with this Agreement or the transactions contemplated hereby shall be brought, tried and determined only in 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); (e) waives any objection that it may now or hereafter have relating to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court subject matter hereof, (b) hereby waives to the extent not prohibited by applicable law, and agrees not to plead assert, and agrees not to allow any of its affiliates to assert, by way of motion, as a defense or otherwise, in any such action, any claim that it is not subject personally to the same; jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that any such proceeding brought in one of the above named courts is improper, or that this Security and Terms of Securities or the subject matter hereof may not be enforced in or by such court and (fc) hereby agrees that it will not bring to commence or maintain any action, claim, cause of action relating to or suit (in contract, tort or otherwise), inquiry, proceeding or investigation arising out of or based upon this Agreement or Security and Terms of Securities, the transactions contemplated hereby or relating to the subject matter hereof other than before one of the above-named courts nor to make any motion or take any other action seeking or intending to cause the transfer or removal of any such action, claim, cause of action or suit (in contract, tort or otherwise), inquiry, proceeding or investigation to any court other than one of the aforesaid courtsabove-named courts whether on the grounds of inconvenient forum or otherwise. Notwithstanding the foregoing, each of the Company and the Holder may commence and maintain an action to enforce a judgment of any of the above-named courts in any court of competent jurisdiction in the United States. Each of Parent, Acquisition Sub the Company and the Company Holder hereby consents to service of process in any such proceeding in any manner permitted by Delaware law, and agrees that a final judgment service of process by registered or certified mail, return receipt requested, at its address specified in any action or proceeding in such courts as provided above shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable lawSection 9(f) is reasonably calculated to give actual notice.

Consent to Jurisdiction. Each of the parties hereto (a) MVT Parties and the MI Parties irrevocably consents to the service of the summons and complaint and agrees that any other process in any legal action or proceeding relating with respect to the transactions contemplated by this Agreement, for and on behalf of itself or any of its properties or assets, in accordance with Section 11.2 or in such other manner as may be permitted by applicable Law, and nothing in this Section 11.9 shall affect the right of any party to serve legal process in any other manner permitted by applicable Law; (b) irrevocably and unconditionally consents and submits itself and its properties and assets in any action or proceeding to the exclusive jurisdiction of 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) in the event any dispute or controversy arises out of this Agreement or the transactions contemplated hereby, any provision hereof, the breach, performance, validity or invalidity hereof or for recognition and enforcement of any judgment in respect thereof; hereof brought by another party hereto or its successors or permitted assigns may be brought and determined in any federal or state court located in the State of Wisconsin, and each of the MVT Parties and the MI Parties hereby irrevocably submits with regard to any such action or proceeding for themselves and in respect to their property, generally and unconditionally, to the exclusive jurisdiction of the aforesaid courts. Each of the MVT Parties and the MI Parties hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement, the transactions contemplated hereby, any provision hereof or the breach, performance, enforcement, validity or invalidity hereof, (a) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason other than the failure to lawfully serve process, (b) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (d) agrees that any actions or proceedings arising in connection with this Agreement or the transactions contemplated hereby shall be brought, tried and determined only in 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); (e) waives any objection that it may now or hereafter have to the venue of any such fullest extent permitted by Applicable Laws, that (i) the suit, action or proceeding in any such court or that such action or proceeding was is brought in an inconvenient court and agrees not to plead or claim forum, (ii) the same; and (f) agrees that it will not bring any action relating to this Agreement or the transactions contemplated hereby in any court other than the aforesaid courts. Each venue of Parentsuch suit, Acquisition Sub and the Company agrees that a final judgment in any action or proceeding in such courts as provided above shall be conclusive is improper and (iii) this Agreement, or the subject matter hereof, may not be enforced in other jurisdictions or by suit on the judgment or in any other manner provided by applicable lawsuch courts.

Consent to Jurisdiction. Each of Parent, the parties hereto (a) Sellers and ----------------------- Purchaser hereby irrevocably submits to the exclusive jurisdiction of any Delaware State or federal court sitting in Wilmington, Delaware in any action or proceeding arising out of or relating to this Agreement, and each of Parent, the Sellers and Purchaser hereby irrevocably agrees that all claims in respect of such action or proceeding shall be heard and determined exclusively in such Delaware State or federal court. Each of Parent, the Sellers and Purchaser hereby irrevocably waives, to the fullest extent it may effectively do so, the defense of an inconvenient forum to the maintenance of such action or proceeding. As an alternative method of service, each of Parent, the Sellers and Purchaser also irrevocably consents to the service of the summons any and complaint and any other all process in any action or proceeding relating to the transactions contemplated by this Agreement, for and on behalf of itself or any of its properties or assets, in accordance with Section 11.2 or in such other manner as may be permitted by applicable Law, and nothing in this Section 11.9 shall affect the right of any party to serve legal process in any other manner permitted by applicable Law; (b) irrevocably and unconditionally consents and submits itself and its properties and assets in any action or proceeding to the exclusive jurisdiction of 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) in the event any dispute or controversy arises out of this Agreement or the transactions contemplated hereby, or for recognition and enforcement of any judgment in respect thereof; (c) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (d) agrees that any actions or proceedings arising in connection with this Agreement or the transactions contemplated hereby shall be brought, tried and determined only in 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); (e) waives any objection that it may now or hereafter have to the venue of any such action or proceeding by the mailing of copies of such process to it at its address specified in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same; and (f) agrees that it will not bring any action relating to this Agreement or the transactions contemplated hereby in any court other than the aforesaid courtsSection 8.2. Each of Parent, Acquisition Sub the Sellers and the Company Purchaser agrees that a final judgment in any such action or proceeding in such courts as provided above shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable law. Nothing in this Section 8.12 shall affect the right of Parent, the Sellers or Purchaser to serve legal process in any other manner permitted by law or affect the right of Parent, the Sellers or Purchaser to bring any action or proceeding not arising out of or relating to this Agreement against the other party or its property in the courts of any other jurisdictions. The consents to jurisdiction set forth in this Section 8.12 shall not constitute general consents to service of process in the State of Delaware and shall have no effect for any purpose except as provided in this Section 8.12 and shall not be deemed to confer rights on any person other than Parent, the Sellers, Purchaser and the third party beneficiaries of this Agreement specified in Section 8.8.

Consent to Jurisdiction. Each of the parties hereto (a) irrevocably consents to the service of the summons and complaint and agrees that any other process in any legal action or proceeding relating with respect to the transactions contemplated by this Agreement, for and on behalf of itself or any of its properties or assets, in accordance with Section 11.2 or in such other manner as may be permitted by applicable Law, and nothing in this Section 11.9 shall affect the right of any party to serve legal process in any other manner permitted by applicable Law; (b) irrevocably and unconditionally consents and submits itself and its properties and assets in any action or proceeding to the exclusive jurisdiction of 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) in the event any dispute or controversy arises out of this Agreement or and the transactions contemplated herebyrights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect thereof; (c) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (d) agrees that any actions or proceedings arising in connection with of this Agreement and the rights and obligations arising hereunder brought by the other party hereto or the transactions contemplated hereby its successors or assigns, shall be brought, tried brought and determined only exclusively in the Delaware Court of Chancery of and any state appellate court therefrom within the State of Delaware (or, only if the Delaware Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware); (e) waives any objection that it may now or hereafter have . Each of the parties hereto hereby irrevocably submits with regard to the venue of any such action or proceeding for itself and in any such court or that such action or proceeding was brought in an inconvenient court respect of its property, generally and agrees not unconditionally, to plead or claim the same; personal jurisdiction of the aforesaid courts and (f) agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated hereby in any court other than the aforesaid courts. Each of Parentthe parties hereto hereby irrevocably waives, Acquisition Sub and the Company agrees that not to assert, by way of motion, as a final judgment defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement, (a) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason other than the failure to serve in accordance with this Section 12(k), (b) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts as provided above shall be conclusive (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and (c) to the fullest extent permitted by the applicable law, any claim that (i) the suit, action or proceeding in such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper, or (iii) this Agreement, or the subject matter hereof, may not be enforced in other jurisdictions or by suit on the judgment or in any other manner provided by applicable lawsuch courts.

Consent to Jurisdiction. Each of the parties hereto (a) The Borrower irrevocably consents submits to the service of the summons and complaint and any other process in any action or proceeding relating to the transactions contemplated by this Agreement, for and on behalf of itself or any of its properties or assets, in accordance with Section 11.2 or in such other manner as may be permitted by applicable Law, and nothing in this Section 11.9 shall affect the right of any party to serve legal process in any other manner permitted by applicable Law; (b) irrevocably and unconditionally consents and submits itself and its properties and assets in any action or proceeding to the non-exclusive jurisdiction of the Court of Chancery courts of the State of Delaware (orNew York, only if New York County and the Court of Chancery courts of the State United States of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware) America located in the event any dispute or controversy arises out Southern District of this Agreement or the transactions contemplated hereby, or for recognition New York and enforcement of any judgment in respect thereof; (c) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (d) agrees that any actions or proceedings arising in connection with this Agreement or the transactions contemplated hereby shall be broughtlegal action, tried and determined only in 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); (e) waives any objection that it may now or hereafter have to the venue of any such action suit or proceeding in any such court arising out of or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same; and (f) agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated hereby other Credit Documents may be brought against such party in any court other than the aforesaid such courts. Each of Parent, Acquisition Sub and Final judgment against the Company agrees that a final judgment Borrower in any action such action, suit or proceeding in such courts as provided above shall be conclusive and may be enforced in any other jurisdictions jurisdiction by suit on the judgment judgment, a certified or exemplified copy of which shall be conclusive evidence of the judgment, or in any other manner provided by law. Nothing in this Section 8.11 shall affect the right of the Administrative Agent or any Lender to commence legal proceedings or otherwise xxx the Borrower in any other appropriate jurisdiction, or concurrently in more than one jurisdiction, or to serve process, pleadings and other papers upon the Borrower in any manner authorized by the laws of any such jurisdiction. The Borrower agrees that process served either personally or by registered mail shall, to the extent permitted by law, constitute adequate service of process in any such suit. The Borrower irrevocably waives to the fullest extent permitted by applicable lawlaw (a) any objection which it may have now or in the future to the laying of the venue of any such action, suit or proceeding in any court referred to in the first sentence above; (b) any claim that any such action, suit or proceeding has been brought in an inconvenient forum; (c) its right of removal of any matter commenced by any other party in the courts of the State of New York to any court of the United States of America; (d) any immunity which it or its assets may have in respect of its obligations under this Agreement or any other Credit Document from any suit, execution, attachment (whether provisional or final, in aid of execution, before judgment or otherwise) or other legal process; and (e) any right it may have to require the moving party in any suit, action or proceeding brought in any of the courts referred to above arising out of or in connection with this Agreement or any other Credit Document to post security for the costs of the Borrower or to post a bond or to take similar action.

Consent to Jurisdiction. Each of the parties agrees that all actions, suits or proceedings arising out of or based upon this Agreement or the subject matter hereof shall be brought and maintained exclusively in the federal and state courts of the State of Delaware, provided that the Company may bring any such action, suit or proceeding against the Stockholder in any jurisdiction in which the Stockholder is subject to personal jurisdiction. Each of the parties hereto by execution hereof (ai) hereby irrevocably consents submits to the service of the summons and complaint and any other process in any action or proceeding relating to the transactions contemplated by this Agreement, for and on behalf of itself or any of its properties or assets, in accordance with Section 11.2 or in such other manner as may be permitted by applicable Law, and nothing in this Section 11.9 shall affect the right of any party to serve legal process in any other manner permitted by applicable Law; (b) irrevocably and unconditionally consents and submits itself and its properties and assets in any action or proceeding to the exclusive jurisdiction of the Court of Chancery of federal and state courts in the State of Delaware (orfor the purpose of any action, 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) in the event any dispute suit or controversy arises proceeding arising out of or based upon this Agreement or the transactions contemplated herebysubject matter hereof and (ii) hereby waives to the extent not prohibited by applicable law, and agrees not to assert, by way of motion, as a defense or otherwise, in any such action, suit or proceeding, any claim that he or it is not subject personally to the jurisdiction of the above-named courts, that he or it is immune from extraterritorial injunctive relief or other injunctive relief, that his or its property is exempt or immune from attachment or execution, that any such action, suit or proceeding may not be brought or maintained in one of the above-named courts, that any such action, suit or proceeding brought or maintained in one of the above-named courts should be dismissed on grounds of forum non conveniens, should be transferred to any court other than one of the above-named courts, should be stayed by virtue of the pendency of any other action, suit or proceeding in any court other than one of the above-named courts, or for recognition and enforcement of any judgment in respect thereof; (c) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (d) agrees that any actions or proceedings arising in connection with this Agreement or the transactions contemplated hereby shall subject matter hereof may not be brought, tried and determined only enforced in the Court of Chancery or by any of the State of Delaware (or, only if the Court of Chancery above-named courts. Each of the State parties hereto hereby consents to service of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware); (e) waives any objection that it may now or hereafter have to the venue of process in any such suit, action or proceeding in any such court manner permitted by the laws of the State of Delaware, agrees that service of process by registered or that such action certified mail, return receipt requested, at the address specified in or proceeding was brought in an inconvenient court pursuant to Section 4.7 is reasonably calculated to give actual notice and waives and agrees not to plead assert by way of motion, as a defense or otherwise, in any such action, suit or proceeding any claim that service of process made in accordance with Section 4.7 does not constitute good and sufficient service of process. The provisions of this Section 3.2 shall not restrict the same; and (f) agrees that it will not bring ability of any action relating party to this Agreement or the transactions contemplated hereby enforce in any court other than any judgment obtained in a federal or state court of the aforesaid courtsState of Delaware. Each of Parent, Acquisition Sub and the Company agrees that a final judgment in any action or proceeding in such courts as provided above shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable law3.3.

Consent to Jurisdiction. Each In the event of any dispute, controversy or claim between the Company or any Affiliate and the Executive in any way concerning, arising out of or relating to this Agreement (a “Dispute”), including without limitation any Dispute concerning, arising out of or relating to the interpretation, application or enforcement of this Agreement, the parties hereto hereby (a) irrevocably consents agree and consent to the service of the summons and complaint and any other process in any action or proceeding relating to the transactions contemplated by this Agreement, for and on behalf of itself or any of its properties or assets, in accordance with Section 11.2 or in such other manner as may be permitted by applicable Law, and nothing in this Section 11.9 shall affect the right of any party to serve legal process in any other manner permitted by applicable Law; (b) irrevocably and unconditionally consents and submits itself and its properties and assets in any action or proceeding to the exclusive personal jurisdiction of the Court of Chancery courts of the State of Delaware (or, only if New York located in New York County and/or the Court of Chancery Federal courts of the State United States of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware) America located in the event Southern District of New York (collectively, the “Agreed Venue”) for resolution of any dispute or controversy arises such Dispute, (b) agree that those courts in the Agreed Venue, and only those courts, shall have exclusive jurisdiction to determine any Dispute, including any appeal, and (c) agree that any cause of action arising out of this Agreement or the transactions contemplated hereby, or for recognition and enforcement of any judgment in respect thereof; (c) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (d) agrees that any actions or proceedings arising in connection with this Agreement or the transactions contemplated hereby shall be brought, tried and determined only deemed to have arisen from a transaction of business in the Court of Chancery of the State of Delaware New York. The parties also hereby irrevocably (or, only if i) submit to the Court jurisdiction of Chancery any competent court in the Agreed Venue (and of the State appropriate appellate courts therefrom), (ii) to the fullest extent permitted by law, waive any and all defenses the parties may have on the grounds of Delaware declines to accept lack of jurisdiction over a particular matter, of any federal such court within the State of Delaware); (e) waives and any other objection that it such parties may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or (including without limitation any defense that any such suit, action or proceeding was brought in any such court has been brought in an inconvenient court and agrees not to plead or claim the same; forum), and (fiii) agrees that it will not bring any action relating consent to this Agreement or the transactions contemplated hereby service of process in any court other than such suit, action or proceeding, anywhere in the aforesaid courts. Each world, whether within or without the jurisdiction of Parentany such court, Acquisition Sub and the Company agrees that a final judgment in any action or proceeding in such courts as provided above shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable law. Without limiting the foregoing, each party agrees that service of process on such party pursuant to a Notice shall be deemed effective service of process on such party. Any action for enforcement or recognition of any judgment obtained in connection with a Dispute may enforced in any competent court in the Agreed Venue or in any other court of competent jurisdiction.

Consent to Jurisdiction. Each of the parties hereto (a) irrevocably consents to the service of the summons and complaint and any other process in any action or proceeding relating to the transactions contemplated by this Agreement, for and on behalf of itself or any of its properties or assets, in accordance with Section 11.2 or in such other manner as may be permitted by applicable Law, and nothing in this Section 11.9 shall affect the right of any party to serve legal process in any other manner permitted by applicable Law; (b) irrevocably and unconditionally consents and Party hereby submits itself and its properties and assets in any action or proceeding to the exclusive jurisdiction of the federal court in the Central District of California and any appellate courts therefrom, or if that court does not have subject matter jurisdiction, in the Delaware Court of Chancery of and any state appellate court therefrom within the State of Delaware (orthe “Chosen Courts”), 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) in the event for any dispute or controversy arises arising out of or relating to this Agreement or the transactions contemplated herebybreach, termination or for recognition validity thereof. Each Party hereby irrevocably and enforcement of any judgment in respect thereof; (c) agrees that it will not attempt unconditionally waives, to deny or defeat such personal jurisdiction the fullest extent permitted by motion or other request for leave from any such court; (d) agrees that any actions or proceedings arising in connection with this Agreement or the transactions contemplated hereby shall be broughtLaw, tried and determined only in 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); (e) waives any objection that it may now or hereafter have to the laying of the venue of any such action or proceeding in any such court or that such action or proceeding was proceedings brought in an inconvenient court such court. Each of the Parties irrevocably and unconditionally waives and agrees not to plead or claim argue in any such court (a) that it is not personally subject to the same; jurisdiction of the Chosen Courts for any reason other than the failure to serve process in accordance with applicable Law, (b) that it or its property is exempt or immune from jurisdiction of the Chosen Courts or from any legal process commenced in the Chosen Courts (including but not limited to service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and (fc) to the fullest extent permitted by applicable Law that (i) the suit, action, or proceeding in the Chosen Courts is brought in an inconvenient forum, (ii) the venue of such suit, action, or proceeding is improper, and (iii) this Agreement, or the subject matter hereof, may not be enforced in or by the Chosen Courts. Notwithstanding anything in this Agreement to the contrary, each of the Parties agrees that it will not bring or support any action Action, whether in law or in equity, whether in contract or in tort or otherwise, against any Financing Source in any way relating to this Agreement or any of the transactions contemplated hereby by this Agreement, including the Merger and the Financing, or any dispute arising out of or relating in any court way to the Merger, the Commitment Letter, the Financing or the performance thereof or the transactions contemplated thereby, in any forum other than the aforesaid courts. Each of ParentUnited States federal court located in, Acquisition Sub and the Company agrees or if that a final judgment court does not have subject matter jurisdiction, in any action or proceeding in such courts as provided above shall be conclusive and may be enforced in other jurisdictions by suit on New York state court located in, the judgment or in any other manner provided by applicable lawBorough of Manhattan within the City of New York.

Consent to Jurisdiction. Each of the parties hereto (a) irrevocably consents to the service of the summons and complaint and any other process in any action or proceeding relating to the transactions contemplated by this Agreement, for and on behalf of itself or any of its properties or assets, in accordance with Section 11.2 9.2 or in such other manner as may be permitted by applicable Applicable Law, and nothing in this Section 11.9 9.11 shall affect the right of any party to serve legal process in any other manner permitted by applicable Applicable Law; (b) irrevocably and unconditionally consents and submits itself and its properties and assets in any action or proceeding to the exclusive jurisdiction of 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) in the event any dispute or controversy arises out of this Agreement or the transactions contemplated herebyhereby (including the Merger), or for recognition and enforcement of any judgment in respect thereof; (c) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (d) agrees that any actions or proceedings arising in connection with this Agreement or the transactions contemplated hereby (including the Merger) shall be brought, tried and determined only in 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); (e) 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 court and agrees not to plead or claim the same; and (f) agrees that it will not bring any action relating to this Agreement or the transactions contemplated hereby (including the Merger) in any court other than the aforesaid courts. Notwithstanding the foregoing or anything herein to the contrary, without limiting anything set forth in Section 9.5, each of the parties hereto agrees (a) that any action of any kind or nature, whether at law or equity, in contract, in tort or otherwise, against a Financing Source in connection with this Agreement, the Debt Financing or the transactions contemplated hereby or thereby 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 court thereof and each party hereto submits for itself and its property with respect to any such action to the exclusive jurisdiction of such courts, (b) not to bring or permit any of its affiliates or representatives to bring or support anyone else in bringing any such action in any other court, (c) that a final judgment in any such action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law, (d) that the laws described in the last sentence of Section 9.10 shall govern any such action and (e) to waive and hereby irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of, and the defense of an inconvenient forum to the maintenance of, any such action in any such court. Each of Parent, Acquisition Merger Sub, Merger Sub LLC and the Company agrees that a final judgment in any action or proceeding in such courts as provided above shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable lawApplicable Law.

Consent to Jurisdiction. (a) Each of the parties hereto (a) hereby irrevocably and unconditionally agrees that it will not commence any action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, against any party hereto or any Related Party of the foregoing in any way relating to this Agreement or any other Loan Document or the transactions relating hereto or thereto, in any forum other than the courts of the State of New York sitting in New York County, and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, and each of the parties hereto irrevocably and unconditionally submits to the jurisdiction of such courts and agrees that all claims in respect of any such action, litigation or proceeding may be heard and determined in such New York State court or, to the fullest extent permitted by applicable Law, in such federal court. Each of the parties hereby irrevocably agrees, to the fullest extent each may effectively do so, that each will not assert any defense that such courts do not have subject matter or personal jurisdiction of such action or proceeding or over any party hereto. Each of the parties hereby irrevocably consents to the service of copies of the summons and complaint and any other process in any action or proceeding relating to the transactions contemplated by this Agreement, for and on behalf of itself or any of its properties or assets, in accordance with Section 11.2 or in such other manner as which may be permitted by applicable Law, and nothing served in this Section 11.9 shall affect the right of any party to serve legal process in any other manner permitted by applicable Law; (b) irrevocably and unconditionally consents and submits itself and its properties and assets in any action or proceeding to the exclusive jurisdiction of 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) in the event any dispute or controversy arises out of this Agreement or the transactions contemplated hereby, or for recognition and enforcement of any judgment in respect thereof; (c) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (d) agrees that any actions or proceedings arising in connection with this Agreement or the transactions contemplated hereby shall be brought, tried and determined only in 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); (e) waives any objection that it may now or hereafter have to the venue of any such action or proceeding by certified mail, return receipt requested, or by delivering of a copy of such process to such party at its address specified in Section 10.02 or by any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same; and (f) agrees that it will not bring any action relating to this Agreement or the transactions contemplated hereby in any court other than the aforesaid courtsmethod permitted by law. Each of Parent, Acquisition Sub and the Company parties hereby agrees that a final judgment in any such action or proceeding in such courts as provided above shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in by any other manner provided by applicable law. Each Loan Party (other than the Parent Borrower) hereby agrees that service of process may be made upon the Parent Borrower and each other Loan Party hereby irrevocably appoints the Parent Borrower its authorized agent to accept such service of process, and agrees that the failure of the Parent Borrower to give any notice of any such service shall not impair or affect the validity of such service or of any judgment rendered in any action or proceeding based thereon. To the extent that any Loan Party has or hereafter may acquire any immunity from jurisdiction of any court or from 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, each Loan Party hereby irrevocably waives such immunity in respect of its obligations under this Agreement.

Consent to Jurisdiction. Each of To the parties fullest extent permitted by law, each party hereto (a) hereby irrevocably consents and agrees, for the benefit of each party, that any legal action, suit or proceeding against it with respect to the service of the summons and complaint and its obligations, liabilities or any other process matter under or arising out of or in any action or proceeding relating to the transactions contemplated by connection with this Agreement, for and on behalf shall be brought in any city, state or federal court located in the Borough of itself or any Manhattan, The City of its properties or assets, in accordance with Section 11.2 or in such other manner as may be permitted by applicable LawNew York (the “Designated Courts”), and nothing in this Section 11.9 hereby irrevocably accepts and submits to the jurisdiction of the Designated Courts (and of the appropriate appellate courts) of each such Designated Court with respect to any such action, suit or proceeding. Each party hereto also hereby irrevocably consents and agrees, for the benefit of each other party, that any legal action, suit or proceeding against it shall affect the right of any party to serve legal process be brought in any other manner permitted by applicable Law; (b) Designated Court, and hereby irrevocably and unconditionally consents accepts and submits itself and its properties and assets in any action or proceeding to the exclusive jurisdiction of the each such Designated Court of Chancery of the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines with respect to accept jurisdiction over a particular matter, any federal court within the State of Delaware) in the event any dispute or controversy arises out of this Agreement or the transactions contemplated hereby, or for recognition and enforcement of any judgment in respect thereof; (c) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (d) agrees that any actions action, suit or proceedings arising in connection with this Agreement or the transactions contemplated hereby shall be brought, tried and determined only in 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); (e) proceeding. Each party hereto waives any objection that which it may now or hereafter have to the laying of venue of any such action of the aforesaid actions, suits or proceeding proceedings brought in any such court or that such action or proceeding was brought in an inconvenient court Designated Court and hereby further waives and agrees not to plead or claim in any such Designated Court that any such action, suit or proceeding brought therein has been brought in an inconvenient forum. Each party agrees that (i) to the same; fullest extent permitted by law, service of process may be effectuated hereinafter by mailing a copy of the summons and complaint or other pleading by certified mail, return receipt requested, at its address set forth above and (fii) agrees all Notices that it will not bring any action relating are required to this Agreement or the transactions contemplated hereby in any court other than the aforesaid courts. Each of Parent, Acquisition Sub and the Company agrees that a final judgment in any action or proceeding in such courts as provided above shall be conclusive and given hereunder may be enforced in other jurisdictions given by suit on the judgment or in any other manner provided by applicable lawattorneys for the respective parties.

Consent to Jurisdiction. Each of the parties hereto (a) irrevocably consents to the service of the summons and complaint and any other process in any action or proceeding relating to the transactions contemplated by this Agreement, for and on behalf of itself or any of its properties or assets, in accordance with Section 11.2 10.2 or in such other manner as may be permitted by applicable Law, and nothing in this Section 11.9 10.10 shall affect the right of any party to serve legal process in any other manner permitted by applicable Law; (b) irrevocably and unconditionally consents and submits itself and its properties and assets in any action or proceeding to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept or does not have jurisdiction over a particular matter, any federal or other state court within the State of Delaware) and any appellate court from any thereof in the event any dispute or controversy arises out of this Agreement or the transactions contemplated hereby, or for recognition and enforcement of any judgment in respect thereof; (c) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (d) agrees that any actions or proceedings arising in connection with this Agreement or the transactions contemplated hereby shall be brought, tried and determined only in the Court of Chancery of the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept or does not have jurisdiction over a particular matter, any federal or other state court within the State of Delaware)) and any appellate court from any thereof; (e) 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 court and agrees not to plead or claim the same; and (f) agrees that it will not bring any action relating to this Agreement or the transactions contemplated hereby in any court other than the aforesaid courts. Each of LKQ, Parent, Acquisition Sub and the Company agrees that a final judgment in any action or proceeding in such courts as provided above shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable lawLaw.