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

Jurisdiction; Waiver of Jury Trial. In any judicial proceeding involving any dispute, controversy or claim between the parties hereto arising out of or relating to this Agreement, each of the parties hereto, by execution and delivery of this Agreement, unconditionally accepts and consents to the exclusive jurisdiction and venue of the Delaware Court of Chancery and any state appellate court to which orders and judgments thereof may be appealed within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware), including but not limited to the in personam and subject matter jurisdiction of those courts, or if jurisdiction over the matter is vested exclusively in federal courts, the United States District Court for the District of Delaware, and the appellate courts to which orders and judgments thereof may be appealed, waives any objections to such jurisdiction on the grounds of venue or forum non conveniens, the absence of in personam or subject matter jurisdiction and any similar grounds or any other manner permitted by Law, and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Agreement. In any such judicial proceeding, the parties agree that in addition to any method for the service of process permitted or required by such courts, to the fullest extent permitted by Law, service of process may be made by delivery provided pursuant to the directions in Section 6.2. EACH OF THE PARTIES HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING ANY DISPUTE, CONTROVERSY OR CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT.

Jurisdiction; Waiver of Jury Trial. In Any proceeding or action based upon, arising out of or related to this Agreement or the transactions contemplated hereby shall be brought in any judicial proceeding involving state court of the State of Florida or, in the case of claims to which the federal courts have subject matter jurisdiction, any disputefederal court of the United States of America, controversy or claim between in either case, located in the State of Florida, and each of the parties hereto irrevocably submits to the exclusive jurisdiction of each such court in any such proceeding or action, waives any objection it may now or hereafter have to personal jurisdiction, venue or to convenience of forum, agrees that all claims in respect of the proceeding or action shall be heard and determined only in any such court, and agrees not to bring any proceeding or action arising out of or relating to this Agreement, each of Agreement or the parties hereto, by execution and delivery of this Agreement, unconditionally accepts and consents to the exclusive jurisdiction and venue of the Delaware Court of Chancery and any state appellate court to which orders and judgments thereof may be appealed within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware), including but not limited to the transactions contemplated hereby in personam and subject matter jurisdiction of those courts, or if jurisdiction over the matter is vested exclusively in federal courts, the United States District Court for the District of Delaware, and the appellate courts to which orders and judgments thereof may be appealed, waives any objections to such jurisdiction on the grounds of venue or forum non conveniens, the absence of in personam or subject matter jurisdiction and any similar grounds or any other court. Nothing herein contained shall be deemed to affect the right of any party to serve process in any manner permitted by Lawlaw or to commence legal proceedings or otherwise proceed against any other party in any other jurisdiction, and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Agreement. In any such judicial proceeding, the parties agree that in addition to any method for the service of process permitted or required by such courtseach case, to the fullest extent permitted by Lawenforce judgments obtained in any action, service of process may be made by delivery provided suit or proceeding brought pursuant to the directions in this Section 6.222. EACH OF THE PARTIES PARTY HERETO HEREBY WAIVES IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW LAW, ANY RIGHT THAT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN OF ANY JUDICIAL PROCEEDING INVOLVING ANY DISPUTE, CONTROVERSY CLAIM OR CLAIM CAUSE OF ACTION DIRECTLY OR INDIRECTLY BASED UPON OR ARISING OUT OF OR RELATING TO THIS AGREEMENT.

Jurisdiction; Waiver of Jury Trial. In (a) Each Stockholder hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the Court of Chancery of the State of Delaware, or, if (and only if) such court finds it lacks jurisdiction, the Federal court of the United States of America sitting in Delaware, and any judicial appellate court from any thereof, in any action or proceeding involving any dispute, controversy or claim between the parties hereto arising out of or relating to this AgreementAgreement or the agreements delivered in connection herewith or the transactions contemplated hereby or thereby or for recognition or enforcement of any judgment relating thereto, and each of Stockholder hereby irrevocably and unconditionally (i) agrees not to commence any such action or proceeding except in the parties hereto, by execution and delivery of this Agreement, unconditionally accepts and consents to the exclusive jurisdiction and venue of the Delaware Court of Chancery and any state appellate court to which orders and judgments thereof may be appealed within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware), including but not limited to or, if (and only if) such court finds it lacks jurisdiction, the in personam and subject matter jurisdiction Federal court of those courts, or if jurisdiction over the matter is vested exclusively in federal courts, the United States District of America sitting in Delaware, and any appellate court from any thereof, (ii) agrees that any claim in respect of any such action or proceeding may be heard and determined in the Court for of Chancery of the District State of Delaware, or, if (and only if) such court finds it lacks jurisdiction, the Federal court of the United States of America sitting in Delaware, and any appellate courts court from any thereof, (iii) waives, to which orders the fullest extent it may legally and judgments thereof effectively do so, any objection that it may be appealed, waives any objections now or hereafter have to such jurisdiction on the grounds laying of venue or forum non conveniens, the absence of in personam or subject matter jurisdiction and any similar grounds or any other manner permitted by Law, and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Agreement. In any such judicial proceeding, the parties agree that action or proceeding in addition to any method for the service of process permitted or required by such courtscourts and (iv) waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in such courts. Each Stockholder 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. Each Stockholder irrevocably consents to service of process may be made by delivery inside or outside the territorial jurisdiction of the courts referred to in this Section 5.7(a) in the manner provided pursuant to the directions for notices in Section 6.25.1. EACH OF THE PARTIES HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING ANY DISPUTE, CONTROVERSY OR CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENTNothing in this Agreement will affect the right of Parent or Purchaser to serve process in any other manner permitted by applicable Law.

Jurisdiction; Waiver of Jury Trial. In any judicial proceeding involving any dispute, controversy or claim between Each of the parties hereto irrevocably submits to the exclusive jurisdiction of the Court of Chancery of the State of Delaware, or, in the event (but only in the event) that such court does not have subject matter jurisdiction over any action, suit or proceeding (each, a “Proceeding”), the federal courts of the United States of America located in the State of Delaware, in respect of all matters arising out of or relating to this Letter Agreement, the interpretation and enforcement of the provisions of this Letter Agreement, and of the documents referred to in this Letter Agreement, and hereby waives, and agrees not to assert, as a defense in any Proceeding for the interpretation or enforcement hereof or of any such document, that (i) it is not subject thereto, (ii) such Proceeding may not be brought or is not maintainable in said courts, (iii) the venue thereof may not be appropriate or (iv) this Letter Agreement or any such document may not be enforced in or by such courts, and each of the parties hereto, by execution hereto irrevocably agrees that all claims with respect to such Proceeding shall be heard and delivery determined exclusively in such courts. The parties hereto irrevocably consent and submit to the personal jurisdiction of such courts in respect of the interpretation and enforcement of the provisions of this Letter Agreement, unconditionally accepts . Each party hereto acknowledges and consents agrees that any controversy that may arise under this Letter Agreement is likely to the exclusive jurisdiction involve complicated and venue of the Delaware Court of Chancery and any state appellate court to which orders and judgments thereof may be appealed within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware), including but not limited to the in personam and subject matter jurisdiction of those courts, or if jurisdiction over the matter is vested exclusively in federal courts, the United States District Court for the District of Delawaredifficult issues, and the appellate courts to which orders therefore each party hereto irrevocably and judgments thereof may be appealed, unconditionally waives any objections right such party may have to such jurisdiction on the grounds a trial by jury in respect of venue any Proceeding directly or forum non conveniens, the absence indirectly arising out of in personam or subject matter jurisdiction and any similar grounds or any other manner permitted by Law, and irrevocably agrees relating to be bound by any judgment rendered thereby in connection with this Letter Agreement. In any such judicial proceeding, the parties agree that in addition to any method for the service of process permitted or required by such courts, to the fullest extent permitted by Law, service of process may be made by delivery provided pursuant to the directions in Section 6.2. EACH OF THE PARTIES HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING ANY DISPUTE, CONTROVERSY OR CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT.

Jurisdiction; Waiver of Jury Trial. In any judicial proceeding involving any dispute, controversy or claim between the parties hereto arising out of or relating to this Agreement, each of the parties hereto, by execution and delivery of this Agreement, unconditionally accepts (a) Each party hereby agrees and consents to be subject to the exclusive jurisdiction and venue of the Delaware Court of Chancery and any state appellate court to which orders and judgments thereof may be appealed within of the State of Delaware (orin and for New Castle County, or if the Delaware Court of Chancery declines to accept lacks jurisdiction over a particular mattersuch dispute, in any state or federal court within the State of Delaware), including but not limited to the in personam and subject matter jurisdiction of those courts, or if having jurisdiction over the matter is vested exclusively situated in the New Castle County, Delaware, in 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 or the transactions contemplated hereby. Each party hereby irrevocably consents to the service of any and all process in any such suit, action or proceeding by the delivery of such process to such party at the address and in the manner provided in Section 10.3 hereof. Each of the parties hereto irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement or the transactions contemplated hereby in the Court of Chancery of the State of Delaware in and for New Castle County, or if the Court of Chancery lacks jurisdiction over such dispute, in any state or federal courtscourt having jurisdiction over the matter situated in the New Castle County, the United States District Court for the District of Delaware, and the appellate courts hereby further irrevocably and unconditionally waives and agrees not to which orders and judgments thereof may be appealed, waives any objections to such jurisdiction on the grounds of venue plead or forum non conveniens, the absence of claim in personam or subject matter jurisdiction and any similar grounds or any other manner permitted by Law, and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Agreement. In any such judicial proceedingcourt that any such action, the parties agree that suit or proceeding brought in addition to any method for the service of process permitted or required by such courts, to the fullest extent permitted by Law, service of process may be made by delivery provided pursuant to the directions court has been brought in Section 6.2. EACH OF THE PARTIES HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING ANY DISPUTE, CONTROVERSY OR CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENTan inconvenient forum.

Jurisdiction; Waiver of Jury Trial. In The parties hereby irrevocably and unconditionally consent to submit to the exclusive jurisdiction of the state and federal courts located in the Borough of Manhattan, State of New York for any judicial proceeding involving any disputeactions, controversy suits or claim between the parties hereto proceedings arising out of or relating to this Agreement, each Agreement and the transactions contemplated hereby. The parties hereby irrevocably and unconditionally consent to the jurisdiction of such courts (and of the parties hereto, by execution and delivery of this Agreement, unconditionally accepts and consents to the exclusive jurisdiction and venue of the Delaware Court of Chancery and any state appellate court to which orders and judgments thereof may be appealed within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware), including but not limited to the in personam and subject matter jurisdiction of those courts, or if jurisdiction over the matter is vested exclusively in federal courts, the United States District Court for the District of Delaware, and the appropriate appellate courts to which orders and judgments thereof may be appealedtherefrom) in any such action, waives any objections to such jurisdiction on the grounds of venue suit or forum non conveniens, the absence of in personam or subject matter jurisdiction and any similar grounds or any other manner permitted by Law, proceeding and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Agreement. In any such judicial proceeding, the parties agree that in addition to any method for the service of process permitted or required by such courtswaive, to the fullest extent permitted by Lawlaw, any objection that they may now or hereafter have to the laying of the venue of any such action, suit or proceeding in any such court or that any such action, suit or proceeding which is brought in any such court has been brought in an inconvenient forum. Process in any such action, suit or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that service of process may on such party as provided in this Section 3.8 shall be made by delivery provided pursuant to the directions in Section 6.2deemed effective service of process on such party. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW TRIAL BY JURY IN ANY JUDICIAL LEGAL PROCEEDING INVOLVING ANY DISPUTE, CONTROVERSY OR CLAIM ARISING OUT OF OR RELATING RELATED TO THIS AGREEMENTAGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Jurisdiction; Waiver of Jury Trial. In any judicial proceeding involving any dispute, controversy or claim between (a) Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the Bankruptcy Court and, if the Bankruptcy Court does not have (or abstains from jurisdiction), to the nonexclusive jurisdiction of any New York State court or federal court of the United States of America sitting in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any judgment, and each of the parties heretohereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in the Bankruptcy Court or any such New York State court, as applicable, or, to the extent permitted by execution and delivery of this Agreementlaw, unconditionally accepts and in such federal court. Each Grantor hereby further irrevocably consents to the exclusive jurisdiction and venue of the Delaware Court of Chancery and any state appellate court to which orders and judgments thereof may be appealed within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware), including but not limited to the in personam and subject matter jurisdiction of those courts, or if jurisdiction over the matter is vested exclusively in federal courts, the United States District Court for the District of Delaware, and the appellate courts to which orders and judgments thereof may be appealed, waives any objections to such jurisdiction on the grounds of venue or forum non conveniens, the absence of in personam or subject matter jurisdiction and any similar grounds or any other manner permitted by Law, and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Agreement. In any such judicial proceeding, the parties agree that in addition to any method for the service of process permitted in any action or required proceeding in such courts by such courtsthe mailing thereof by any parties hereto by registered or certified mail, postage prepaid, to the fullest extent permitted by Law, service Company at its address specified pursuant to Section 9.02 of process the Credit Agreement. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be made enforced in other jurisdictions by delivery suit on the judgment or in any other manner provided pursuant by law. Nothing in this Agreement shall affect any right that any party may otherwise have to bring any action or proceeding relating to this Agreement in the directions in Section 6.2. EACH OF THE PARTIES HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING ANY DISPUTE, CONTROVERSY OR CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENTcourts of any jurisdiction.

Jurisdiction; Waiver of Jury Trial. In any judicial action or proceeding involving any dispute, controversy or claim between the parties hereto arising out of or relating to this Agreement, Agreement or any of the matters contemplated hereby: (i) each of Parent, the parties hereto, by execution Rights Agent and delivery of this Agreement, the Holders irrevocably and unconditionally accepts consents and consents submits to the exclusive jurisdiction and venue of the Delaware Court of Chancery of the State of Delaware and any state appellate court to which orders and judgments thereof may be appealed within the State of Delaware (therefrom or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal such court within the State of Delaware), including but not limited to the in personam and lacks subject matter jurisdiction of those courts, or if jurisdiction over the matter is vested exclusively in federal courtsjurisdiction, the United States District Court sitting in New Castle County in the State of Delaware (it being agreed that the consents to jurisdiction and venue set forth in this Section 7.6 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 paragraph and shall not be deemed to confer rights on any Person other than Parent, the Rights Agent and the Holders); and (ii) each of Parent, the Rights Agent and the Holders irrevocably consents to service of process by first class certified mail, return receipt requested, postage prepaid, to the address at which such Party is to receive notice in accordance with Section 7.1 or Section 7.2, as applicable. Each of Parent, the Rights Agent and the Holders hereby irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement or the matters contemplated hereby in the Court of Chancery of the State of Delaware and any state appellate court therefrom or, if such court lacks subject matter jurisdiction, the United States District Court sitting in New Castle County in the State of Delaware, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum (including, any claim based on the appellate courts to which orders doctrine of forum non conveniens or any similar doctrine). Parent, the Rights Agent and judgments thereof the Holders agree that a final judgment in any such action or proceeding shall be conclusive and may be appealed, waives any objections to such jurisdiction enforced in other jurisdictions by suit on the grounds of venue judgment or forum non conveniens, the absence of in personam or subject matter jurisdiction and any similar grounds or any other manner permitted provided by Lawapplicable Laws; provided, and irrevocably agrees however, that nothing in the foregoing shall restrict any Person’s rights to be bound by seek any post-judgment rendered thereby in connection with this Agreement. In relief regarding, or any appeal from, such judicial proceeding, the parties agree that in addition to any method for the service of process permitted or required by such courts, to the fullest extent permitted by Law, service of process may be made by delivery provided pursuant to the directions in Section 6.2final trial court judgment. EACH OF THE PARTIES HEREBY HERETO IRREVOCABLY WAIVES ANY AND ALL RIGHT TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW TRIAL BY JURY IN ANY JUDICIAL LEGAL PROCEEDING INVOLVING BETWEEN THE PARTIES (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE), INCLUDING ANY DISPUTECOUNTERCLAIM, CONTROVERSY OR CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENTAGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THE ACTIONS OF ANY PARTY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT THEREOF. EACH PARTY HERETO (A) MAKES THIS WAIVER VOLUNTARILY AND (B) ACKNOWLEDGES THAT SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS CONTAINED IN THIS SECTION 7.6.

Jurisdiction; Waiver of Jury Trial. In The Parties agree that any judicial suit, action or proceeding involving seeking to enforce any disputeprovision of, controversy or claim between the parties hereto based on any matter arising out of or relating to in connection with, this AgreementAgreement or the transactions contemplated hereby shall be exclusively brought in any federal court located in the State of New York or any New York state court, and each of the parties hereto, by execution and delivery of this Agreement, unconditionally accepts and hereby irrevocably consents to the exclusive jurisdiction of such courts (and venue of the Delaware Court of Chancery and any state appellate court to which orders and judgments thereof may be appealed within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware), including but not limited to the in personam and subject matter jurisdiction of those courts, or if jurisdiction over the matter is vested exclusively in federal courts, the United States District Court for the District of Delaware, and the appropriate appellate courts to which orders and judgments thereof may be appealedtherefrom) in any such suit, waives any objections to such jurisdiction on the grounds of venue action or forum non conveniens, the absence of in personam or subject matter jurisdiction and any similar grounds or any other manner permitted by Law, proceeding and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Agreement. In any such judicial proceeding, the parties agree that in addition to any method for the service of process permitted or required by such courtswaives, to the fullest extent permitted by Lawlaw, 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 brought in any such court has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on any Party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each Party agrees that service of process may be made by delivery on such Party in the manner provided pursuant to the directions in Section 6.29.3 shall be deemed effective service of process on such Party. EACH OF THE PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY WAIVES ALL RIGHT TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW A TRIAL BY JURY IN ANY JUDICIAL ACTION, PROCEEDING INVOLVING ANY DISPUTE, CONTROVERSY OR CLAIM COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENTAGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Jurisdiction; Waiver of Jury Trial. In any judicial proceeding involving any dispute, controversy or claim between Each of the parties hereto hereby irrevocably and unconditionally consents to submit to the sole and exclusive jurisdiction of the Court of Chancery of the State of Delaware, or to the extent such Court does not have subject matter jurisdiction, any federal court sitting in the State of Delaware (the “Chosen Courts”) for any litigation arising out of or relating to this AgreementAgreement (and agrees not to commence any litigation relating thereto except in such courts), each waives any objection to the laying of venue of any such litigation in the Chosen Courts and agrees not to plead or claim in any Chosen Court that such litigation brought therein has been brought in any inconvenient forum. Each of the parties heretohereto agrees, by execution and delivery of this Agreement, unconditionally accepts and consents (i) to the exclusive jurisdiction extent such party is not otherwise subject to service of process in the State of Delaware, to appoint and venue of the Delaware Court of Chancery and any state appellate court to which orders and judgments thereof may be appealed within maintain an agent in the State of Delaware as such party’s agent for acceptance of legal process and (or, ii) that service of process may also be made on such party in accordance with the notice provisions contained in Section 9 above. Service made pursuant to (i) or (ii) above shall have the same legal force and effect as if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court served upon such party personally within the State of Delaware), including but not limited to the in personam and subject matter jurisdiction of those courts, or if jurisdiction over the matter is vested exclusively in federal courts, the United States District Court for the District of Delaware, and the appellate courts to which orders and judgments thereof may be appealed, waives any objections to such jurisdiction on the grounds of venue or forum non conveniens, the absence of in personam or subject matter jurisdiction and any similar grounds or any other manner permitted by Law, and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Agreement. In any such judicial proceeding, the parties agree that in addition to any method for the service of process permitted or required by such courts, to the fullest extent permitted by Law, service of process may be made by delivery provided pursuant to the directions in Section 6.2. EACH OF THE PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY WAIVES ALL RIGHT TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW A TRIAL BY JURY IN ANY JUDICIAL ACTION, PROCEEDING INVOLVING ANY DISPUTE, CONTROVERSY OR CLAIM COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENTAGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Jurisdiction; Waiver of Jury Trial. In any judicial proceeding involving any dispute, controversy or claim between the parties hereto arising out of or relating to this Agreement, each of the parties hereto, by execution and delivery of this Agreement, unconditionally accepts and consents to the exclusive jurisdiction and venue of the Delaware Court of Chancery and any state appellate court to which orders and judgments thereof may be appealed within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware), including but not limited to the in personam and subject matter jurisdiction of those courts, or if jurisdiction over the matter is vested exclusively in federal courts, the United States District Court for the District of Delaware, and the appellate courts to which orders and judgments thereof may be appealed, waives any objections to such jurisdiction on the grounds of venue or forum non conveniens, the absence of in personam or subject matter jurisdiction and any similar grounds or any other manner permitted by Law, and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Agreement. In any such judicial proceeding, the parties agree that in addition to any method for the service of process permitted or required by such courts, to the fullest extent permitted by Law, service of process may be made by delivery provided pursuant to the directions in Section 6.22.2. EACH OF THE PARTIES HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING ANY DISPUTE, CONTROVERSY OR CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT.

Jurisdiction; Waiver of Jury Trial. In any judicial proceeding involving any dispute, controversy or claim between the parties hereto arising out of or relating to this Agreement, each of the parties hereto, by execution and delivery of this Agreement, unconditionally accepts and consents to the exclusive jurisdiction and venue of the Delaware Court of Chancery and any state appellate court to which orders and judgments thereof may be appealed within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware), including but not limited to the in personam and subject matter jurisdiction of those courts, or if jurisdiction over the matter is vested exclusively in federal courts, the United States District Court for the District of Delaware, and the appellate courts to which orders and judgments thereof may be appealed, waives any objections to such jurisdiction on the grounds of venue or forum non conveniens, the absence of in personam or subject matter jurisdiction and any similar grounds or any other manner permitted by Law, and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Agreement. In any such judicial proceeding, the parties agree that in addition to any method for the service of process permitted or required by such courts, to the fullest extent permitted by Law, service of process may be made by delivery provided pursuant to the directions in Section 6.27.2. EACH OF THE PARTIES HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING ANY DISPUTE, CONTROVERSY OR CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT.

Jurisdiction; Waiver of Jury Trial. In any judicial proceeding involving any dispute, controversy or claim between (a) Each of the parties hereto arising out of irrevocably agrees that any legal action or relating proceeding with respect to this AgreementAgreement and the rights and obligations arising hereunder, each of the parties hereto, by execution shall be brought and delivery of this Agreement, unconditionally accepts and consents to the exclusive jurisdiction and venue of determined exclusively in the Delaware Court of Chancery and any state appellate court to which orders and judgments thereof may be appealed therefrom within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware). Each of the parties hereto irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, including but not limited generally and unconditionally, to the in personam and subject matter personal jurisdiction of those the aforesaid courts and agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated by this Agreement in any court other than the aforesaid courts, or if jurisdiction over . Each of the matter is vested exclusively in federal courts, the United States District Court for the District of Delawareparties hereto irrevocably waives, and the appellate courts agrees not to which orders and judgments thereof may be appealedassert as a defense, waives counterclaim or otherwise, in any objections action or proceeding with respect to such jurisdiction on the grounds of venue or forum non conveniens, the absence of in personam or subject matter jurisdiction and any similar grounds or any other manner permitted by Law, and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Agreement. In , (i) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason, (ii) any claim that it or its property is exempt or immune from the jurisdiction of any such judicial proceeding, the parties agree that court or from any legal process commenced in addition to any method for the such courts (whether through service of process permitted notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or required by such courts, otherwise) and (iii) to the fullest extent permitted by Lawapplicable law, service any claim that (A) the suit, action or proceeding in such court is brought in an inconvenient forum, (B) the venue of process such suit, action or proceeding is improper or (C) this Agreement, or the subject matter hereof, may not be made enforced in or by delivery provided pursuant such courts. Each party hereto expressly acknowledges that the foregoing waiver is intended to be irrevocable under the directions law of the State of Delaware and of the United States of America; provided, however, that each such party’s consent to jurisdiction contained in this Section 6.2. EACH OF THE PARTIES HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING ANY DISPUTE, CONTROVERSY OR CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENTis solely for the purpose referred to in this Section and shall not be deemed to be a general submission to such courts or in the State of Delaware other than for such purpose.

Jurisdiction; Waiver of Jury Trial. In any judicial proceeding involving any dispute, controversy or claim between Each of the parties hereto irrevocably agrees that any legal action or proceeding arising out of or relating to this AgreementAgreement brought by the other party or its successors or assigns shall be brought and determined in any New York State or federal court sitting in the Borough of Manhattan in The City of New York (or, if such court lacks subject matter jurisdiction, in any appropriate New York State or federal court), and each of the parties hereto, by execution and delivery of this Agreement, unconditionally accepts and consents hereby irrevocably submits to the exclusive jurisdiction and venue of the Delaware Court aforesaid courts for itself and with respect to its property, generally and unconditionally, with regard to any such action or proceeding arising out of Chancery and any state appellate court or relating to which orders and judgments thereof may be appealed within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware), including but not limited to the in personam and subject matter jurisdiction of those courts, or if jurisdiction over the matter is vested exclusively in federal courts, the United States District Court for the District of Delaware, this Agreement and the appellate 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 New York, other than actions in any court of competent jurisdiction to which orders and judgments thereof may be appealedenforce any judgment, waives any objections to such jurisdiction on the grounds of venue decree or forum non conveniens, the absence of in personam or subject matter jurisdiction and any similar grounds or any other manner permitted by Law, and irrevocably agrees to be bound award rendered by any judgment rendered thereby such court in connection with this AgreementNew York as described herein. In any such judicial proceeding, Each of the parties agree further agrees that notice as provided in addition to any method for the Section 8.3 shall constitute sufficient service of process permitted and the parties further waive any argument that such service is insufficient. Each of the parties hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or required as a defense, counterclaim or otherwise, in any action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby, (a) any claim that it is not personally subject to the jurisdiction of the courts in New York as described herein for any reason, (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) that (i) the suit, action or proceeding in any 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 or by such courts, to the fullest extent permitted by Law, service of process may be made by delivery provided pursuant to the directions in Section 6.2. EACH OF THE PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY WAIVES ALL RIGHT TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW A TRIAL BY JURY IN ANY JUDICIAL ACTION, PROCEEDING INVOLVING ANY DISPUTE, CONTROVERSY OR CLAIM COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENTAGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Jurisdiction; Waiver of Jury Trial. In any judicial proceeding involving any disputeTo the fullest extent permitted by applicable Law, controversy or claim between each of the parties hereto (a) irrevocably and unconditionally submits to the exclusive personal jurisdiction of the Court of Chancery of the State of Delaware, or, if that court does not have jurisdiction, a federal court sitting in Wilmington, Delaware (and in each case, any appellate courts thereof) in any action or proceeding arising out of or relating to this Agreement, (b) agrees that all claims in respect of such action or proceeding may be heard and determined in any such court, (c) irrevocably and unconditionally agrees that it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court and (d) agrees not to bring any action or proceeding arising out of or relating to this Agreement in any other court. Each party 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. To the fullest extent permitted by applicable Law, each of the parties hereto, by execution hereto irrevocably and delivery unconditionally waives any defense of this Agreement, unconditionally accepts and consents inconvenient forum to the exclusive jurisdiction maintenance of any action or proceeding so brought and venue waives any bond, surety or other security that might be required of any other party with respect thereto. Any party hereto may make service on another party by sending or delivering a copy of the Delaware Court of Chancery and any state appellate court to which orders and judgments thereof may be appealed within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware), including but not limited process to the party to be served at the address and in personam and subject matter jurisdiction of those courts, or if jurisdiction over the matter is vested exclusively in federal courts, the United States District Court manner provided for the District giving of Delawarenotices in Section 4.2. Nothing in this Section 4.8, and however, shall affect the appellate courts right of any party hereto to which orders and judgments thereof may be appealed, waives any objections to such jurisdiction on the grounds of venue or forum non conveniens, the absence of serve legal process in personam or subject matter jurisdiction and any similar grounds or any other manner permitted by applicable Law, and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Agreement. In any such judicial proceeding, the parties agree that in addition to any method for the service of process permitted or required by such courts, to the fullest extent permitted by Law, service of process may be made by delivery provided pursuant to the directions in Section 6.2. EACH OF THE PARTIES HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW LAW, EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ALL RIGHTS TO TRIAL BY JURY IN ANY JUDICIAL ACTION OR PROCEEDING INVOLVING ANY DISPUTE, CONTROVERSY OR CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENTCONTEMPLATED HEREBY.

Jurisdiction; Waiver of Jury Trial. In any judicial proceeding involving any dispute, controversy or claim between the parties hereto arising out of or relating to this Agreement, each of the parties hereto, by execution and delivery of this Agreement, unconditionally accepts and consents to the exclusive jurisdiction and venue of the Delaware Court of Chancery and any state appellate court to which orders and judgments thereof may be appealed within the State of Delaware (orNew York sitting in New York County, if the Delaware Court and of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware), including but not limited to the in personam and subject matter jurisdiction of those courts, or if jurisdiction over the matter is vested exclusively in federal courts, the United States District Court for of the Southern District of DelawareNew York, and any appellate court from any thereof, and each of the appellate parties hereto irrevocably and unconditionally submits to the exclusive jurisdiction of such courts to which orders and judgments thereof agrees that any such action, litigation or proceeding may be appealedbrought in any such New York state court or, waives to the fullest extent permitted by applicable Law, in such federal court. Each of the parties hereto agrees that a final judgment in any objections to such jurisdiction action, litigation or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the grounds of venue judgment or forum non conveniens, the absence of in personam or subject matter jurisdiction and any similar grounds or any other manner permitted provided by Law, and irrevocably agrees to be bound by any judgment rendered thereby in connection with this AgreementXxx. In any such judicial proceeding, the parties agree that in addition to any method for the service of process permitted or required by such courts, to the fullest extent permitted by Lawlaw, service of process may be made by delivery provided pursuant to the directions in Section 6.2Clause 4. EACH OF THE PARTIES HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING ANY DISPUTE, CONTROVERSY OR CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT.

Jurisdiction; Waiver of Jury Trial. In any judicial proceeding involving any dispute, controversy or claim between the (a) The parties hereto arising out of or relating to this Agreement, each of the parties hereto, by execution and delivery of this Agreement, unconditionally accepts and consents hereby (i) irrevocably submit to the exclusive jurisdiction and venue of the Delaware Court courts of Chancery and any state appellate court to which orders and judgments thereof may be appealed within the State of Delaware (or, if the “Delaware Court Courts”) and the Federal Courts of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the United States of America located in the State of DelawareDelaware (the “Federal Courts”) in respect of any claim, dispute or controversy relating to or arising out of the negotiation, interpretation or enforcement of this Agreement or any of the documents referred to in this Agreement or the transactions contemplated hereby or thereby (any such claim being a “Covered Claim”); (ii) irrevocably agree to request that the Delaware or Federal Courts adjudicate any Covered Claim on an expedited basis and to cooperate with each other to assure that an expedited resolution of any such dispute is achieved; (iii) waive, and agree not to assert, as a defense in any action, suit or proceeding raising a Covered Claim that any of the parties hereto is not subject to the personal jurisdiction of the Delaware or Federal Courts or that such action, suit or proceeding may not be brought or is not maintainable in said Courts or that the venue thereof may be inappropriate or inconvenient or that this Agreement or any such document may not be enforced in or by such Courts; and (iv) irrevocably agree to abide by the rules of procedure applied by the Delaware or Federal Court (as the case the may be) (including but not limited to procedures for expedited pre-trial discovery) and waive any objection to any such procedure on the ground that such procedure would not be permitted in personam the courts of some other jurisdiction or would be contrary to the laws of some other jurisdiction. The parties further agree that any Covered Claim has a significant connection with the State of Delaware and subject matter with the United States, and will not contend otherwise in any proceeding in any court of any other jurisdiction. Each party represents that it has agreed to the jurisdiction of those courtsthe Delaware and Federal Courts in respect of Covered Claims after being fully and adequately advised by legal counsel of its own choice concerning the procedures and law applied in the Delaware and Federal Courts and has not relied on any representation by any other party or its Affiliates, representatives or advisors as to the content, scope, or if jurisdiction over the matter is vested exclusively in federal courts, the United States District Court for the District effect of Delawaresuch procedures and law, and will not contend otherwise in any proceeding in any court of any jurisdiction. Notwithstanding the appellate courts to which orders and judgments thereof may be appealedforegoing, waives any objections to such jurisdiction on nothing in this Agreement shall limit the grounds right of venue or forum non conveniensNYSE Group, the absence of in personam or subject matter jurisdiction and any similar grounds NYSE Euronext or any other manner permitted by Lawof their respective Subsidiaries or Affiliates to commence or prosecute any legal action against Euronext or any of its Subsidiaries or Affiliates in any court of competent jurisdiction in France, The Netherlands, or elsewhere to enforce the judgments and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Agreement. In any such judicial proceeding, orders of the parties agree that in addition to any method for the service of process permitted Delaware or required by such courts, to the fullest extent permitted by Law, service of process may be made by delivery provided pursuant to the directions in Section 6.2. EACH OF THE PARTIES HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING ANY DISPUTE, CONTROVERSY OR CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENTFederal Courts.

Jurisdiction; Waiver of Jury Trial. In any judicial proceeding involving any disputeExcept as otherwise expressly provided in this Agreement, controversy or claim between the parties hereto agree that any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or relating to in connection with, this Agreement, each of Agreement or the parties hereto, by execution and delivery of this Agreement, unconditionally accepts and consents to transactions contemplated hereby shall be brought exclusively in the exclusive jurisdiction and venue of the Delaware Court of Chancery and any state appellate court to which orders and judgments thereof may be appealed within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware), including but County of New Castle or, if such court does not limited to the in personam and subject matter jurisdiction of those courts, or if have jurisdiction over the subject matter of such proceeding or if such jurisdiction is vested exclusively not available, in federal courts, the United States State District Court for the District of Delaware, and each of the parties hereby irrevocably consents to the exclusive jurisdiction of those courts (and of the appropriate appellate courts to which orders and judgments thereof may be appealedtherefrom) in any suit, waives any objections to such jurisdiction on the grounds of venue action or forum non conveniens, the absence of in personam or subject matter jurisdiction and any similar grounds or any other manner permitted by Law, proceeding and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Agreement. In any such judicial proceeding, the parties agree that in addition to any method for the service of process permitted or required by such courtswaives, to the fullest extent permitted by Law, any objection that such party may now or hereafter have to the laying of the venue of any suit, action or proceeding in any of those courts or that any suit, action or proceeding that is brought in any of those courts has been brought in an inconvenient forum. Process in any suit, action or proceeding may be served on any party at the applicable address provided in Section 11.1, whether within or without the jurisdiction of any of the named courts. Without limiting the foregoing, each party agrees that service of process may be made on it by delivery notice as provided pursuant to the directions in Section 6.211.1 shall be deemed effective service of process. EACH OF THE PARTIES HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING ANY DISPUTE, CONTROVERSY OR CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENTEach of the parties to this Agreement hereby irrevocably waives any right it may have to trial by jury in any court or jurisdiction in respect to any matter arising out of or relating to this Agreement or the transactions contemplated hereby.

Jurisdiction; Waiver of Jury Trial. In (a) Each of the Parties hereby (a) expressly and irrevocably submits to the exclusive personal jurisdiction of the Circuit Court for Baltimore City, Maryland, or, if that Court does not have jurisdiction, the U.S. District Court for the District of Maryland, Northern Division, in the event any judicial dispute arises out of this Agreement or the transactions contemplated hereby, (b) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (c) agrees that it will not bring any action relating to this Agreement or the transactions contemplated hereby in any court other than the Circuit Court for Baltimore City, Maryland, or, if that Court does not have jurisdiction, the U.S. District Court for the District of Maryland, Northern Division, (d) agrees, in the case of any action relating to this Agreement or the transactions contemplated hereby in the Circuit Court for Baltimore City, Maryland, to request and consent to the assignment of such action to the Business and Technology Case Management Program, (e) waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding involving any dispute, controversy or claim between the parties hereto arising out of or relating to this Agreement, Agreement and (f) agrees that each of the parties hereto, other Parties shall have the right to bring any action or proceeding for enforcement of a judgment entered by execution and delivery of this Agreement, unconditionally accepts and consents to the exclusive jurisdiction and venue state courts of the Delaware Circuit Court of Chancery and any state appellate court to which orders and judgments thereof may be appealed within the State of Delaware (for Baltimore City, Maryland, or, if the Delaware that Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware), including but does not limited to the in personam and subject matter jurisdiction of those courts, or if jurisdiction over the matter is vested exclusively in federal courtshave jurisdiction, the United States U.S. District Court for the District of DelawareMaryland, Northern Division. Each of the Acquiror, Xxxxxx Sub and the appellate courts to which orders Company agrees that a final judgment in any action or proceeding shall be conclusive and judgments thereof may be appealed, waives any objections to such jurisdiction enforced in other jurisdictions by suit on the grounds of venue judgment or forum non conveniens, the absence of in personam or subject matter jurisdiction and any similar grounds or any other manner permitted provided by Law, and irrevocably agrees to be bound by any judgment rendered thereby in connection with this AgreementXxx. In any such judicial proceedingNotwithstanding the foregoing, the parties agree that in addition courts of the Cayman Islands shall have jurisdiction over the Domestication to any method for the service of process permitted or extent required by such courts, to the fullest extent permitted by Law, service applicable Laws of process may be made by delivery provided pursuant to the directions in Section 6.2. EACH OF THE PARTIES HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING ANY DISPUTE, CONTROVERSY OR CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENTCayman Islands.

Jurisdiction; Waiver of Jury Trial. In any judicial proceeding involving any dispute, controversy or claim between the parties hereto arising out of or relating to this Agreement, each of the parties hereto, by execution (a) Each Stockholder hereby: (i) expressly and delivery of this Agreement, unconditionally accepts and consents irrevocably submits to the exclusive personal jurisdiction and venue of the Delaware Court of Chancery and any state appellate court to which orders and judgments thereof may be appealed within of the State of Delaware (or, if such court lacks subject matter jurisdiction, the United States District Court for the District of Delaware with respect to any dispute arising out of, relating to or in connection with this Agreement, any transaction contemplated hereby or the actions of Parent or Purchaser in the negotiation, administration, performance and enforcement in connection with this Agreement; (ii) agrees that it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; and (iii) agrees that it shall not bring any action arising out of, relating to or in connection with this Agreement or any transaction contemplated by this Agreement in any court other than the Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within of the State of Delaware)Delaware or, including but not limited to the in personam and if such court lacks subject matter jurisdiction of those courts, or if jurisdiction over the matter is vested exclusively in federal courtsjurisdiction, the United States District Court for the District of Delaware. Each Stockholder irrevocably and unconditionally waives any objection to the laying of venue of any Proceeding arising out of this Agreement or the transactions contemplated hereby in the Court of Chancery of the State of Delaware or in any federal court located in the State of Delaware, and the appellate courts hereby further irrevocably and unconditionally waives and agrees not to which orders plead or claim in any such court that any such Proceeding brought in any such court has been brought in an inconvenient forum. Each Stockholder agrees that a final trial court judgment in any such Proceeding shall be conclusive and judgments thereof may be appealed, waives any objections to such enforced in other jurisdiction by suit on the grounds of venue judgment or forum non conveniensin any manner provided by Legal Requirement; provided that nothing in the foregoing shall restrict any Party’s right to seek any post-judgment relief regarding, the absence of in personam or subject matter jurisdiction and any similar grounds or any other manner permitted appeal from, such final trial court judgment. Each Stockholder hereby agrees that service of any process, summons, notice or document by LawU.S. registered mail in accordance with Section 5.01 shall be effective service of process for any Legal Proceeding arising out of, and irrevocably agrees relating to be bound by any judgment rendered thereby or in connection with this Agreement. In any such judicial proceeding, Agreement or the parties agree that in addition to any method for the service of process permitted or required by such courts, to the fullest extent permitted by Law, service of process may be made by delivery provided pursuant to the directions in Section 6.2. EACH OF THE PARTIES HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING ANY DISPUTE, CONTROVERSY OR CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENTtransactions contemplated hereby.

Jurisdiction; Waiver of Jury Trial. In any judicial proceeding involving any disputeExcept as otherwise expressly provided in this Agreement, controversy or claim between the parties hereto agree that any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or relating to in connection with, this Agreement, each Agreement or the transactions contemplated hereby shall be brought exclusively in the courts of the parties hereto, by execution and delivery of this Agreement, unconditionally accepts and consents to the exclusive jurisdiction and venue of the Delaware Court of Chancery and any state appellate court to which orders and judgments thereof may be appealed within the State of Delaware (New York in New York County or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal such court within the State of Delaware), including but does not limited to the in personam and subject matter jurisdiction of those courts, or if have jurisdiction over the subject matter of such proceeding or if such jurisdiction is vested exclusively not available, in federal courts, the United States District Court for the Southern District of DelawareNew York, and each of the parties hereby irrevocably consents to the exclusive jurisdiction of those courts (and of the appropriate appellate courts to which orders and judgments thereof may be appealedtherefrom) in any suit, waives any objections to such jurisdiction on the grounds of venue action or forum non conveniens, the absence of in personam or subject matter jurisdiction and any similar grounds or any other manner permitted by Law, proceeding and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Agreement. In any such judicial proceeding, the parties agree that in addition to any method for the service of process permitted or required by such courtswaives, to the fullest extent permitted by Law, any objection that such party may now or hereafter have to the laying of the venue of any suit, action or proceeding in any of those courts or that any suit, action or proceeding that is brought in any of those courts has been brought in an inconvenient forum. Process in any suit, action or proceeding may be served on any party at the applicable address provided in Section 7.9, whether within or without the jurisdiction of any of the named courts. Without limiting the foregoing, each party agrees that service of process may be made on it by delivery notice as provided pursuant to the directions in Section 6.27.9 shall be deemed effective service of process. EACH OF THE PARTIES HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING ANY DISPUTE, CONTROVERSY OR CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENTEach of the parties to this Agreement hereby irrevocably waives any right it may have to trial by jury in any court or jurisdiction in respect to any matter arising out of or relating to this Agreement or the transactions contemplated hereby.

Jurisdiction; Waiver of Jury Trial. In Each of Buyer and Seller irrevocably submits, and each agrees to cause its Affiliates to irrevocably submit, to the jurisdiction of any judicial United States Federal or New York State Court sitting in New York, New York for the purposes of any suit, action or other proceeding involving any dispute, controversy or claim between the parties hereto arising out of this Agreement or any transaction contemplated hereby and each agrees that such courts shall be the sole and exclusive venue for any such action, suit or proceeding relating to this Agreement, each of the parties hereto, by execution and delivery of this Agreement, unconditionally accepts and consents to the exclusive jurisdiction and venue of the Delaware Court of Chancery and any state appellate court to which orders and judgments thereof may be appealed within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware), including but not limited to the in personam and subject matter jurisdiction of those courts, or if jurisdiction over the matter is vested exclusively in federal courts, the United States District Court for the District of Delaware, and the appellate courts to which orders and judgments thereof may be appealed, waives any objections to such jurisdiction on the grounds of venue or forum non conveniens, the absence of in personam or subject matter jurisdiction and any similar grounds Agreement or any other manner permitted transaction contemplated that might be brought by Lawit or any of its Affiliates or anyone claiming by, through or under the foregoing. Each of Buyer and Seller irrevocably and unconditionally waives (and agrees not to be bound by any judgment rendered thereby in connection with this Agreement. In any such judicial proceeding, the parties agree that in addition to any method for the service of process permitted plead or required by such courtsclaim), to the fullest extent permitted by applicable Law, service of process may be made by delivery provided pursuant any objection to the directions laying of venue of any action, suit or proceeding arising out of this Agreement or the transactions contemplated hereby in any court referred to in this Section 6.28.7 or that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum. EACH OF THE PARTIES HEREBY WAIVES BUYER AND SELLER AGREES TO WAIVE TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY JUDICIAL PROCEEDING INVOLVING ANY DISPUTE, CONTROVERSY LITIGATION DIRECTLY OR CLAIM INDIRECTLY ARISING OUT OF OF, UNDER OR RELATING TO IN CONNECTION WITH THIS AGREEMENT, THE SELLER TRANSACTION DOCUMENTS, THE BUYER TRANSACTION DOCUMENTS, THE TRANSACTION OR ANY OTHER MATTER CONTEMPLATED BY THIS AGREEMENT.

Jurisdiction; Waiver of Jury Trial. In Each of the Owner, OFC and the Servicer hereby irrevocably submits to the exclusive jurisdiction of the courts of the State of New York sitting in the borough of Manhattan and the Federal Courts of the United States of America for the Southern District of New York and any judicial appellate court thereof in any action or proceeding involving any dispute, controversy or claim between the parties hereto arising out of or relating to this Agreement, and each of the parties heretoOwner, by execution OFC and delivery the Servicer hereby irrevocably agrees that all claims in respect of this Agreement, unconditionally accepts such action or proceeding may be heard and consents to the exclusive jurisdiction and venue determined in such New York State court or in such Federal court. Each of the Delaware Court of Chancery and any state appellate court to which orders and judgments thereof may be appealed within the State of Delaware (orOwner, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware), including but not limited to the in personam and subject matter jurisdiction of those courts, or if jurisdiction over the matter is vested exclusively in federal courts, the United States District Court for the District of Delaware, OFC and the appellate courts to which orders and judgments thereof may be appealed, waives any objections to such jurisdiction on the grounds of venue or forum non conveniens, the absence of in personam or subject matter jurisdiction and any similar grounds or any other manner permitted by Law, and Servicer hereby irrevocably agrees to be bound by any judgment rendered thereby in connection with this Agreement. In any such judicial proceeding, the parties agree that in addition to any method for the service of process permitted or required by such courtswaives, to the fullest extent permitted by Lawunder applicable law, the defense of an inconvenient forum to the maintenance of such action or proceeding. Each of the Owner, OFC and the Servicer hereby irrevocably consents to the fullest extent permitted under applicable law, to the service of any summons and complaint and any other process by the mailing of copies of such process to them at their respective address specified in this Agreement. Each of the Owner, OFC and the Servicer hereby agrees, to the fullest extent permitted under applicable law, that a final judgment in any such action or proceeding shall be conclusive and may be made enforced in other jurisdictions by delivery suit on the judgment or in any other manner provided pursuant to the directions in Section 6.2by law. EACH OF THE PARTIES HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY UNDER APPLICABLE LAW LAW, EACH OF THE OWNER AND THE SERVICER HEREBY IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY JUDICIAL ACTION, PROCEEDING INVOLVING ANY DISPUTE, CONTROVERSY OR CLAIM COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT.

Jurisdiction; Waiver of Jury Trial. In any judicial proceeding involving any dispute, controversy or claim between the parties hereto All actions and proceedings arising out of or relating to this Agreement, each Agreement shall be heard and determined in the Chancery Court of the parties hereto, by execution and delivery State of this Agreement, unconditionally accepts and consents to the exclusive jurisdiction and venue of the Delaware Court of Chancery and any state appellate court to which orders and judgments thereof may be appealed therefrom within the State of Delaware (or, if the Delaware Chancery Court of Chancery the State of Delaware declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware), including but not limited ) and the parties hereto hereby irrevocably submit to the in personam and subject matter exclusive jurisdiction of those courts, such courts in any such action or if proceeding and irrevocably waive the defense of an inconvenient forum to the maintenance of any such action or proceeding. The consents to jurisdiction over set forth in this paragraph shall not constitute general consents to service of process in the matter is vested exclusively State of Delaware and shall have no effect for any purpose except as provided in federal courts, this paragraph and shall not be deemed to confer rights on any Person other than the United States District Court for the District of Delaware, parties hereto. The parties hereto agree that a final judgment in any such action or proceeding shall be conclusive and the appellate courts to which orders and judgments thereof may be appealed, waives any objections to such jurisdiction enforced in other jurisdictions by suit on the grounds of venue judgment or forum non conveniens, the absence of in personam or subject matter jurisdiction and any similar grounds or any other manner permitted provided by applicable Law, and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Agreement. In any such judicial proceeding, the parties agree that in addition to any method for the service of process permitted or required by such courts, to the fullest extent permitted by Law, service of process may be made by delivery provided pursuant to the directions in Section 6.2. EACH OF THE PARTIES HEREBY HERETO IRREVOCABLY WAIVES ANY AND ALL RIGHT TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW TRIAL BY JURY IN ANY JUDICIAL LEGAL PROCEEDING INVOLVING ANY DISPUTE, CONTROVERSY OR CLAIM BETWEEN THE PARTIES HERETO ARISING OUT OF OR RELATING TO THIS AGREEMENTAGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Jurisdiction; Waiver of Jury Trial. In (a) Each party hereto hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the Court of Chancery of the State of Delaware, or, if (and only if) such court finds it lacks jurisdiction, the Federal court of the United States of America sitting in Delaware, and any judicial appellate court from any thereof, in any action or proceeding involving any dispute, controversy or claim between the parties hereto arising out of or relating to this AgreementAgreement or the agreements delivered in connection herewith or the transactions contemplated hereby or thereby or for recognition or enforcement of any judgment relating thereto, and each of party hereto hereby irrevocably and unconditionally (i) agrees not to commence any such action or proceeding except in the parties hereto, by execution and delivery of this Agreement, unconditionally accepts and consents to the exclusive jurisdiction and venue of the Delaware Court of Chancery and any state appellate court to which orders and judgments thereof may be appealed within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware), including but not limited to or, if (and only if) such court finds it lacks jurisdiction, the in personam and subject matter jurisdiction Federal court of those courts, or if jurisdiction over the matter is vested exclusively in federal courts, the United States District of America sitting in Delaware, and any appellate court from any thereof, (ii) agrees that any claim in respect of any such action or proceeding may be heard and determined in the Court for of Chancery of the District State of Delaware, or, if (and only if) such court finds it lacks jurisdiction, the Federal court of the United States of America sitting in Delaware, and any appellate courts court from any thereof, (iii) waives, to which orders the fullest extent it may legally and judgments thereof effectively do so, any objection that it may be appealed, waives any objections now or hereafter have to such jurisdiction on the grounds laying of venue or forum non conveniens, the absence of in personam or subject matter jurisdiction and any similar grounds or any other manner permitted by Law, and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Agreement. In any such judicial proceeding, the parties agree that action or proceeding in addition to any method for the service of process permitted or required by such courtscourts and (iv) waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in such courts. Each party 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. Each party hereto irrevocably consents to service of process may be made by delivery inside or outside the territorial jurisdiction of the courts referred to in this Section 1.16(a) in the manner provided pursuant to the directions for notices in Section 6.21.11. EACH OF THE PARTIES HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING ANY DISPUTE, CONTROVERSY OR CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENTNothing in this Agreement will affect the right of Parent or Purchaser to serve process in any other manner permitted by applicable Law.

Jurisdiction; Waiver of Jury Trial. In The Executive agrees that jurisdiction and venue for any judicial proceeding involving any dispute, controversy or claim between the parties hereto action arising out of from or relating to this Agreement, each of Agreement or the parties hereto, by execution and delivery of this Agreement, unconditionally accepts and consents to relationship between the exclusive jurisdiction and venue of the Delaware Court of Chancery and any state appellate court to which orders and judgments thereof may be appealed within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware)parties, including but not limited to the in personam and subject matter jurisdiction of those courtsmatters concerning validity, construction, performance, or if jurisdiction over the matter is vested enforcement, shall be exclusively in the federal courtsand state courts of the State of Delaware located in New Castle County (collectively, the United States District Court for the District of Delaware“Selected Courts”) (provided, and the appellate courts to which orders and judgments thereof may be appealed, waives any objections to such jurisdiction on the grounds of venue or forum non conveniens, the absence of that a final judgment in personam or subject matter jurisdiction and any similar grounds or any other manner permitted by Law, and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Agreement. In any such judicial proceeding, the parties action shall be conclusive and enforced in other jurisdictions) and further agree that in addition to any method for the service of process permitted or required by such courts, to the fullest extent permitted by Law, service of process may be made in any matter permitted by delivery provided pursuant law. The Executive irrevocably waives and agrees not to assert (i) any objection which it may ever have to the directions laying of venue of any action or proceeding arising out of this Agreement or the transactions contemplated hereby in the Selected Courts, and (ii) any claim that any such action brought in any such court has been brought in an inconvenient forum. This Section 6.27.5 is intended to fix the location of potential litigation between the parties and does not create any causes of action or waive any defenses or immunities to suit. EACH PARTY WAIVES ANY RIGHT TO A TRIAL BY JURY, TO THE EXTENT LAWFUL, 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 HEREBY WAIVES IRREVOCABLY TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW WAIVE ITS RIGHT TO TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING ANY DISPUTE, CONTROVERSY OR CLAIM ARISING OUT OF OR LITIGATION WHATSOEVER BETWEEN THEM RELATING TO THIS AGREEMENTAGREEMENT OR THE CONTEMPLATED TRANSACTIONS.

Jurisdiction; Waiver of Jury Trial. In Any proceeding or action based upon, arising out of or related to this Agreement or the transactions contemplated hereby shall be brought in any judicial proceeding involving state court of the State of Delaware or, in the case of claims to which the federal courts have subject matter jurisdiction, any disputefederal court of the United States of America, controversy or claim between in either case, located in the State of Delaware, and each of the parties hereto irrevocably submits to the exclusive jurisdiction of each such court in any such proceeding or action, waives any objection it may now or hereafter have to personal jurisdiction, venue or to convenience of forum, agrees that all claims in respect of the proceeding or action shall be heard and determined only in any such court, and agrees not to bring any proceeding or action arising out of or relating to this Agreement, each of Agreement or the parties hereto, by execution and delivery of this Agreement, unconditionally accepts and consents to the exclusive jurisdiction and venue of the Delaware Court of Chancery and any state appellate court to which orders and judgments thereof may be appealed within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware), including but not limited to the transactions contemplated hereby in personam and subject matter jurisdiction of those courts, or if jurisdiction over the matter is vested exclusively in federal courts, the United States District Court for the District of Delaware, and the appellate courts to which orders and judgments thereof may be appealed, waives any objections to such jurisdiction on the grounds of venue or forum non conveniens, the absence of in personam or subject matter jurisdiction and any similar grounds or any other court. Nothing herein contained shall be deemed to affect the right of any party to serve process in any manner permitted by Lawlaw or to commence legal proceedings or otherwise proceed against any other party in any other jurisdiction, and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Agreement. In any such judicial proceeding, the parties agree that in addition to any method for the service of process permitted or required by such courtseach case, to the fullest extent permitted by Lawenforce judgments obtained in any action, service of process may be made by delivery provided suit or proceeding brought pursuant to the directions in this Section 6.222. EACH OF THE PARTIES PARTY HERETO HEREBY WAIVES IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW LAW, ANY RIGHT THAT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN OF ANY JUDICIAL PROCEEDING INVOLVING ANY DISPUTE, CONTROVERSY CLAIM OR CLAIM CAUSE OF ACTION DIRECTLY OR INDIRECTLY BASED UPON OR ARISING OUT OF OR RELATING TO THIS AGREEMENT.

Jurisdiction; Waiver of Jury Trial. In Each of Seller and Buyer hereby irrevocably and unconditionally submits to the exclusive jurisdiction of the state and federal courts located in the State of New York, New York County for any judicial proceeding involving any disputeactions, controversy suits, or claim between the parties hereto proceedings arising out of or relating to this Agreement, Agreement and the transactions contemplated hereby (and each of Seller and Buyer agrees not to commence any action, suit or proceeding relating thereto except in such courts), and further agrees that service of any process, summons, notice or document by U.S. registered mail to its address set forth above shall be effective service of process of any action, suit or proceeding brought against Seller or Buyer in any such court. Each of Seller and Buyer hereby irrevocably and unconditionally waives any objection to the parties heretolaying of venue of any action, by execution and delivery suit or proceeding arising out of this AgreementAgreement or the transactions contemplated hereby, unconditionally accepts and consents to the exclusive jurisdiction and venue of the Delaware Court of Chancery and any state appellate court to which orders and judgments thereof may be appealed within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any in such state or federal court within the State of Delaware), including but courts as aforesaid and hereby further irrevocably and unconditionally waives and agrees not limited to the plead or claim in personam and subject matter jurisdiction of those courts, or if jurisdiction over the matter is vested exclusively in federal courts, the United States District Court for the District of Delaware, and the appellate courts to which orders and judgments thereof may be appealed, waives any objections to such jurisdiction on the grounds of venue or forum non conveniens, the absence of in personam or subject matter jurisdiction and any similar grounds or any other manner permitted by Law, and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Agreement. In any such judicial proceedingcourt that any such action, the parties agree that suit or proceeding brought in addition to any method for the service of process permitted or required by such courts, to the fullest extent permitted by Law, service of process may be made by delivery provided pursuant to the directions court has been brought in Section 6.2an inconvenient forum. EACH OF PARTY HERETO IRREVOCABLY AND ABSOLUTELY WAIVES THE PARTIES HEREBY WAIVES RIGHT TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW A TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING ANY DISPUTEDISPUTE IN CONNECTION WITH, CONTROVERSY OR CLAIM ARISING OUT OF UNDER OR RELATING TO THIS AGREEMENT, ANY ANCILLARY AGREEMENT OR ANY MATTERS CONTEMPLATED HEREBY OR THEREBY, AND AGREES TO TAKE ANY AND ALL ACTION NECESSARY OR APPROPRIATE TO EFFECT SUCH WAIVER.

Jurisdiction; Waiver of Jury Trial. In any judicial proceeding involving any dispute, controversy or claim between The state and federal courts located in the State of New York in New York County shall have jurisdiction over the parties hereto with respect to any dispute or controversy between them arising out of under or relating to in connection with this Agreement, each of the parties heretoAgreement and, by execution and delivery of this Agreement, unconditionally accepts and consents each of the parties to this Agreement submits to the exclusive jurisdiction and venue of the Delaware Court of Chancery and any state appellate court to which orders and judgments thereof may be appealed within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware)those courts, including but not limited to the in personam and subject matter jurisdiction of those courts, or if jurisdiction over the matter is vested exclusively in federal courts, the United States District Court for the District of Delaware, and the appellate courts to which orders and judgments thereof may be appealed, waives any objections to such jurisdiction on the grounds of venue or forum non conveniens, the absence of in personam or subject matter jurisdiction and any similar grounds grounds, consents to service of process by mail (in accordance with Section 6.7) or any other manner permitted by Lawlaw, and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Agreement. In any such judicial proceedingEACH PARTY WAIVES ANY RIGHT TO A TRIAL BY JURY, the parties agree that in addition to any method for the service of process permitted or required by such courtsTO THE EXTENT LAWFUL, to the fullest extent permitted by Law, service of process may be made by delivery provided pursuant to the directions in Section 6.2. EACH 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 HEREBY WAIVES IRREVOCABLY TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW WAIVE ITS RIGHT TO TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING ANY DISPUTE, CONTROVERSY OR CLAIM ARISING OUT OF OR DISPUTE WHATSOEVER BETWEEN THEM RELATING TO THIS AGREEMENTAGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Jurisdiction; Waiver of Jury Trial. In any judicial proceeding involving any dispute, controversy or claim between the The parties hereto irrevocably submit to the non-exclusive jurisdiction of (i) the Nxx Xxxx Xxxxx Xxxxxx xxx (xx) xxx Xxxxxx Xxxxxx Court for the Southern District of New York for the purposes of any action arising out of this Agreement or relating to this Agreement, each any of the transactions contemplated hereby. The parties heretohereto further agree that service of any process, summons, notice or document hand delivered or sent by execution U.S. registered mail to such party’s respective address set forth in Section 8 shall be effective service of process for any action in New York with respect to any matters to which it has submitted to jurisdiction as set forth in the immediately preceding sentence. The parties hereto irrevocably and delivery unconditionally waive any objection to the laying of venue of any action arising out of this Agreement, unconditionally accepts and consents to Agreement or the exclusive jurisdiction and venue of transactions contemplated hereby in (i) the Delaware Court of Chancery and any state appellate court to which orders and judgments thereof may be appealed within the New York State of Delaware Courts or (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware), including but not limited to the in personam and subject matter jurisdiction of those courts, or if jurisdiction over the matter is vested exclusively in federal courts, ii) the United States District Court for the Southern District of DelawareNew York, and the appellate courts hereby further irrevocably and unconditionally waive and agree not to which orders and judgments thereof may be appealed, waives any objections to such jurisdiction on the grounds of venue plead or forum non conveniens, the absence of claim in personam or subject matter jurisdiction and any similar grounds or any other manner permitted by Law, and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Agreement. In any such judicial proceeding, the parties agree court that any such action brought in addition to any method for the service of process permitted or required by such courts, to the fullest extent permitted by Law, service of process may be made by delivery provided pursuant to the directions court has been brought in Section 6.2an inconvenient forum. EACH OF THE PARTIES HEREBY HERETO IRREVOCABLY WAIVES ALL RIGHT TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW TRIAL BY JURY IN ANY JUDICIAL ACTION, PROCEEDING INVOLVING ANY DISPUTEOR COUNTERCLAIM (WHETHER BASED ON CONTRACT, CONTROVERSY TORT OR CLAIM OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR THE ACTIONS OF THE PARTIES HERETO IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT HEREOF.

Jurisdiction; Waiver of Jury Trial. In any judicial proceeding involving any dispute, controversy or claim between Each of the parties hereto hereby irrevocably and unconditionally consents to submit to the sole and exclusive jurisdiction of the Court of Chancery of the State of Delaware, or to the extent such Court does not have subject matter jurisdiction, any federal court sitting in the State of Delaware (the “Chosen Courts”) for any litigation arising out of or relating to this AgreementAgreement (and agrees not to commence any litigation relating thereto except in such courts), each waives any objection to the laying of venue of any such litigation in the Chosen Courts and agrees not to plead or claim in any Chosen Court that such litigation brought therein has been brought in any inconvenient forum. Each of the parties heretohereto agrees, by execution and delivery of this Agreement, unconditionally accepts and consents (i) to the exclusive jurisdiction extent such party is not otherwise subject to service of process in the State of Delaware, to appoint and venue of the Delaware Court of Chancery and any state appellate court to which orders and judgments thereof may be appealed within maintain an agent in the State of Delaware as such party’s agent for acceptance of legal process and (or, ii) that service of process may also be made on such party in accordance with the notice provisions contained in Section 13 above. Service made pursuant to (i) or (ii) above shall have the same legal force and effect as if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court served upon such party personally within the State of Delaware), including but not limited to the in personam and subject matter jurisdiction of those courts, or if jurisdiction over the matter is vested exclusively in federal courts, the United States District Court for the District of Delaware, and the appellate courts to which orders and judgments thereof may be appealed, waives any objections to such jurisdiction on the grounds of venue or forum non conveniens, the absence of in personam or subject matter jurisdiction and any similar grounds or any other manner permitted by Law, and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Agreement. In any such judicial proceeding, the parties agree that in addition to any method for the service of process permitted or required by such courts, to the fullest extent permitted by Law, service of process may be made by delivery provided pursuant to the directions in Section 6.2. EACH OF THE PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY WAIVES ALL RIGHT TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW A TRIAL BY JURY IN ANY JUDICIAL ACTION, PROCEEDING INVOLVING ANY DISPUTE, CONTROVERSY OR CLAIM COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENTAGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Jurisdiction; Waiver of Jury Trial. In any judicial proceeding involving any dispute, controversy or claim between the parties hereto arising out of or relating to this Agreement, each (a) Each of the parties hereto, by execution Parties hereby (i) expressly and delivery of this Agreement, unconditionally accepts and consents irrevocably submits to the exclusive personal jurisdiction and venue of the Delaware Court of Chancery and any state appellate court to which orders and judgments thereof may be appealed within of the State of Delaware (or, or if the Delaware such Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware), including but not limited to the in personam and lacks subject matter jurisdiction of those courts, or if jurisdiction over the matter is vested exclusively in federal courtsjurisdiction, the United States District Court for the District of Delaware, and in the appellate courts to which orders and judgments thereof may be appealed, waives event any objections to such jurisdiction on the grounds dispute arises out of venue or forum non conveniensthis Agreement, the absence Offer, the Merger or the actions of Parent, Purchaser or the Company in personam or subject matter jurisdiction the negotiation, administration, performance and any similar grounds or any other manner permitted by Law, and irrevocably agrees to be bound by any judgment rendered thereby enforcement in connection with this Agreement. In , (ii) agrees that it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such judicial proceedingcourt, and (iii) agrees that it shall not bring any action relating to this Agreement, the parties Offer, or the Merger in any court other than the Court of Chancery of the State of Delaware or if such Court of Chancery lacks subject matter jurisdiction, the United States District Court for the District of Delaware; provided that each of the Parties has the right to bring any action or proceeding for enforcement of a judgment entered by such court in any other court or jurisdiction. The Parties agree that a final trial court judgment in addition to any method for such Proceeding shall be conclusive and may be enforced in other jurisdiction by suit on the service of process permitted judgment or required by such courts, to the fullest extent permitted in any manner provided by Law; provided that nothing in the foregoing shall restrict any Party’s right to seek any post-judgment relief regarding, service of process may be made by delivery provided pursuant to the directions in Section 6.2. EACH OF THE PARTIES HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING ANY DISPUTEor any appeal from, CONTROVERSY OR CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENTsuch final trial court judgment.

Jurisdiction; Waiver of Jury Trial. In (a) Each of the Investor, the Incoming Chairman and the Company hereby irrevocably and unconditionally submit, for itself and its or his property, to the exclusive jurisdiction of any judicial New York State court, or, if under applicable law, exclusive jurisdiction over such matters is vested in the Federal courts, any Federal court, in each case located in the Borough of Manhattan, City of New York, State of New York, and any appellate court from any thereof, in any action or proceeding involving any dispute, controversy or claim between the parties hereto arising out of or relating to this Agreement, each Agreement or the transactions contemplated hereby or for recognition or enforcement of the parties hereto, by execution and delivery of this Agreement, unconditionally accepts and consents to the exclusive jurisdiction and venue of the Delaware Court of Chancery and any state appellate court to which orders and judgments thereof may be appealed within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware), including but not limited to the in personam and subject matter jurisdiction of those courts, or if jurisdiction over the matter is vested exclusively in federal courts, the United States District Court for the District of Delawarejudgment relating thereto, and the appellate courts Investor, the Incoming Chairman and the Company hereby irrevocably and unconditionally (i) agree not to which orders and judgments thereof commence any such action or proceeding except in such courts, (ii) agree that any claim in respect of any such action or proceeding may be appealedheard and determined in such State court or, waives to the extent required by law, in such Federal court, (iii) waive, to the fullest extent it may legally and effectively do so, any objections objection which it may now or hereafter have to such jurisdiction on the grounds laying of venue or forum non conveniens, the absence of in personam or subject matter jurisdiction and any similar grounds or any other manner permitted by Law, and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Agreement. In any such judicial proceeding, the parties agree that action or proceeding in addition to any method for the service of process permitted or required by such courtscourt and (iv) waive, to the fullest extent permitted by Lawlaw, (x) any claim that such party is not personally subject to the jurisdiction of any such court, (y) any claim that such party and such party’s property is immune from any legal process issued by any such court and (z) the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. The Investor, the Incoming Chairman and the Company agree that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Each party to this Agreement irrevocably consents to service of process may be made by delivery in the manner provided pursuant to the directions for notices in Section 6.25.3. EACH OF THE PARTIES HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING ANY DISPUTE, CONTROVERSY OR CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENTNothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

Jurisdiction; Waiver of Jury Trial. In 13.13.1 It is the intent of the Parties that any judicial disputes or controversies arising under or in connection with this Agreement be resolved pursuant to mediation and arbitration in accordance with Section 13.12; provided, however, that, to the extent that Section 13.12 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 connection with this Agreement pursuant to the terms of Section 13.12, the following provisions shall govern the resolution of all disputes or controversies arising under this Agreement: Any suit, action or proceeding involving seeking to enforce any disputeprovision of, controversy or claim between the parties hereto based on any dispute or matter arising out of or relating to in connection with, this Agreement, each Agreement must be brought in the courts of the parties heretoState of New Jersey, by execution and delivery in Gloucester County. Each of this Agreement, unconditionally accepts and the Parties (a) consents to the exclusive jurisdiction of such courts (and venue of the Delaware Court of Chancery and any state appellate court to which orders and judgments thereof may be appealed within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware), including but not limited to the in personam and subject matter jurisdiction of those courts, or if jurisdiction over the matter is vested exclusively in federal courts, the United States District Court for the District of Delaware, and the appropriate appellate courts to which orders and judgments thereof may be appealed, waives any objections to such jurisdiction on the grounds of venue or forum non conveniens, the absence of therefrom) in personam or subject matter jurisdiction and any similar grounds or any other manner permitted by Law, and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Agreement. In any such judicial suit, action or proceeding, the parties agree that in addition to any method for the service of process permitted or required by such courts(b) irrevocably waives, to the fullest extent permitted by Lawlaw, any objection which 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 which is brought in any such court has been brought in an inconvenient forum, (c) will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (d) will not bring any action relating to this Agreement in any other court, and (e) to the fullest extent permitted by law, voluntarily, knowingly, irrevocably and unconditionally waives any right to have a jury participate in the resolution of any such dispute or matter. Process in any such suit, action or proceeding may be served on any Party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each Party agrees that service of process may on such Party in accordance with the notice provisions hereof will be made by delivery provided pursuant to the directions in Section 6.2. EACH OF THE PARTIES HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING ANY DISPUTE, CONTROVERSY OR CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENTdeemed effective service of process on such Party.

Jurisdiction; Waiver of Jury Trial. In any judicial proceeding involving any dispute, controversy or claim between the The parties hereto agree that any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or relating to in connection with, this Agreement, each of Agreement or the parties hereto, by execution and delivery of this Agreement, unconditionally accepts and consents to the exclusive jurisdiction and venue of the Delaware Court of Chancery and any state appellate court to which orders and judgments thereof may transactions contemplated hereby shall be appealed within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware), including but not limited to the brought in personam and subject matter jurisdiction of those courts, or if jurisdiction over the matter is vested exclusively in federal courts, the United States District Court for the Southern District of DelawareNew York or any New York State court sitting in New York City, and the appellate so long as one of such courts to which orders and judgments thereof may be appealed, waives any objections to such jurisdiction on the grounds of venue or forum non conveniens, the absence of in personam or shall have subject matter jurisdiction and any similar grounds over such suit, action or any other manner permitted by Lawproceeding, and that any cause of action arising out of this Agreement shall be deemed to have arisen from a transaction of business in the State of New York, and each of the parties hereby irrevocably agrees consents to be bound by any judgment rendered thereby the jurisdiction of those courts (and of the appropriate appellate courts therefrom) in connection with this Agreement. In any such judicial proceedingsuit, the parties agree that in addition to any method for the service of process permitted action or required by such courtsproceeding and irrevocably waives, to the fullest extent permitted by Lawlaw, 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 brought in any such court has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that service of process may be made by delivery on that party as provided pursuant to the directions in Section 6.25.3 shall be deemed effective service of process on such party. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW TRIAL BY JURY IN ANY JUDICIAL LEGAL PROCEEDING INVOLVING ANY DISPUTE, CONTROVERSY OR CLAIM ARISING OUT OF OR RELATING RELATED TO THIS AGREEMENTAGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Jurisdiction; Waiver of Jury Trial. In Except as otherwise provided in this Agreement, in the event any judicial party to this Agreement commences any litigation, proceeding involving any dispute, controversy or claim between the parties hereto arising out of other legal action in connection with or relating to this Agreement, each of any Seller Related Document or Purchaser Related Document or any matters described or contemplated herein or therein, the parties heretoto this Agreement hereby (a) agree under all circumstances absolutely and irrevocably to institute any litigation, by execution and delivery proceeding or other legal action in a court of this Agreement, unconditionally accepts and consents to the exclusive competent jurisdiction and venue of the Delaware Court of Chancery and any state appellate court to which orders and judgments thereof may be appealed located within the State City of Delaware (orRichmond, if the Delaware Court of Chancery declines to accept jurisdiction over Virginia, whether a particular matter, any state or federal court within the State of Delaware), including but not limited to the in personam and subject matter jurisdiction of those courts, or if jurisdiction over the matter is vested exclusively in federal courts, the United States District Court for the District of Delaware, and the appellate courts to which orders and judgments thereof may be appealed, waives any objections to such jurisdiction on the grounds of venue or forum non conveniens, the absence of in personam or subject matter jurisdiction and any similar grounds or any other manner permitted by Law, and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Agreement. In any such judicial proceeding, the parties court; (b) agree that in addition the event of any such litigation, proceeding or action, such parties will consent and submit to personal jurisdiction in any method for the such court described in clause (a) and to service of process permitted or required by such courtsupon them in accordance with the rules and statutes governing service of process (it being understood that nothing in this Section 13.19 shall be deemed to prevent any party from seeking to remove any action to a federal court in Richmond, Virginia); and (c) agree to waive to the fullest extent permitted by Law, service of process law any objection that they may be made by delivery provided pursuant now or hereafter have to the directions venue of any such litigation, proceeding or action in Section 6.2any such court or that any such litigation, proceeding or action was brought in an inconvenient forum. EACH OF THE PARTIES HEREBY WAIVES KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW LAW, ANY RIGHT TO TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING ANY DISPUTE, CONTROVERSY LEGAL ACTION BROUGHT ON OR CLAIM ARISING OUT OF OR RELATING WITH RESPECT TO THIS AGREEMENT, INCLUDING TO ENFORCE OR DEFEND ANY RIGHTS HEREUNDER, AND AGREES THAT ANY SUCH ACTION SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY.

Jurisdiction; Waiver of Jury Trial. In any judicial proceeding involving any dispute, controversy or claim between (a) Each of the parties hereto arising hereby (a) expressly and irrevocably submits to the exclusive personal jurisdiction of any Federal court located in the State of Delaware or any Delaware state court in the event any dispute arises out of this Agreement or any of the transactions contemplated by this Agreement, (b) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (c) agrees that it will not bring any Action relating to this AgreementAgreement or any of the transactions contemplated by this Agreement in any court other than a Federal or state court sitting in the State of Delaware and (d) each of the parties hereto agrees that each of the other parties shall have the right to bring any Action for enforcement of a judgment entered by any Federal court located in the State of Delaware or any Delaware state court in any other court or jurisdiction. Notwithstanding the foregoing, each of the parties heretohereto agrees that it will not bring or support any action, cause of action, claim, cross-claim or third-party claim of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against the Financing Sources, other than Investor, in any way relating to this Agreement or any of the transactions contemplated by execution and delivery of this Agreement, unconditionally accepts and consents to the exclusive jurisdiction and venue of the Delaware Court of Chancery and any state appellate court to which orders and judgments thereof may be appealed within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware), including but not limited to any dispute arising out of or relating in any way to the Financing Commitments or the Fee Letter or the performance thereof, in personam and subject matter any forum other than the Supreme Court of the State of New York, County of New York, or, if under applicable law exclusive jurisdiction of those courts, or if jurisdiction over the matter is vested exclusively in federal the Federal courts, the United States District Court for the Southern District of Delaware, New York (and the appellate courts to which orders and judgments thereof may be appealed, waives any objections to such jurisdiction on the grounds of venue or forum non conveniens, the absence of in personam or subject matter jurisdiction and any similar grounds or any other manner permitted by Law, and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Agreement. In any such judicial proceeding, the parties agree that in addition to any method for the service of process permitted or required by such courts, to the fullest extent permitted by Law, service of process may be made by delivery provided pursuant to the directions in Section 6.2. EACH OF THE PARTIES HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING ANY DISPUTE, CONTROVERSY OR CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENTthereof).

Jurisdiction; Waiver of Jury Trial. In any judicial proceeding involving any dispute(a) Except as otherwise expressly set forth herein, controversy or claim between the parties hereto all Actions arising out of or relating to this Agreement, each of Agreement will be heard and determined in the parties hereto, by execution and delivery of this Agreement, unconditionally accepts and consents to the exclusive jurisdiction and venue of the Delaware Court of Chancery and any state appellate court to which orders and judgments thereof may be appealed within of 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), including but not limited . The parties hereby (a) submit to the in personam and subject matter exclusive jurisdiction of those 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) for the purpose of any Action (other than as otherwise expressly set forth herein) arising out of or relating to this Agreement brought by any party and (b) irrevocably waive, and agree not to assert by way of motion, defense or otherwise, in any such Action, any claim that they are not subject personally to the jurisdiction of the above-named courts, that the property is exempt or if immune from attachment or execution, that any such Action is brought in an inconvenient forum, that the venue of such Action is improper or that this Agreement or the Transactions may not be enforced in or by any of the above-named courts. Each of the parties agrees that mailing of process or other papers in connection with any action or proceeding in the manner provided in Section 10.2 or such other manner as may be permitted by Law will be valid and sufficient service of process. Each of the parties hereto agrees that a final and non-appealable judgment in Action so brought will be conclusive and may be enforced by suit on the judgment in any jurisdiction over the matter is vested exclusively in federal courts, within or outside the United States District Court for the District of Delaware, and the appellate courts to which orders and judgments thereof may be appealed, waives any objections to such jurisdiction on the grounds of venue or forum non conveniens, the absence of in personam or subject matter jurisdiction and any similar grounds or any other manner permitted by Law, and irrevocably agrees to be bound by any judgment rendered thereby provided in connection with this Agreement. In any such judicial proceeding, the parties agree that Law or in addition to any method for the service of process permitted or required by such courts, to the fullest extent permitted by Law, service of process may be made by delivery provided pursuant to the directions in Section 6.2. EACH OF THE PARTIES HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING ANY DISPUTE, CONTROVERSY OR CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENTequity.

Jurisdiction; Waiver of Jury Trial. In Except as otherwise provided in this Agreement, in the event any judicial party to this Agreement commences any litigation, proceeding involving any dispute, controversy or claim between the parties hereto arising out of other legal action in connection with or relating to this Agreement, each of any Seller Related Document or Purchaser Related Document or any matters described or contemplated herein or therein, the parties heretoto this Agreement hereby (a) agree under all circumstances absolutely and irrevocably to institute any litigation, by execution and delivery proceeding or other legal action in a court of this Agreement, unconditionally accepts and consents to the exclusive competent jurisdiction and venue of the Delaware Court of Chancery and any state appellate court to which orders and judgments thereof may be appealed located within the State City of Delaware (orOmaha, if the Delaware Court of Chancery declines to accept jurisdiction over Nebraska, whether a particular matter, any state or federal court within the State of Delaware), including but not limited to the in personam and subject matter jurisdiction of those courts, or if jurisdiction over the matter is vested exclusively in federal courts, the United States District Court for the District of Delaware, and the appellate courts to which orders and judgments thereof may be appealed, waives any objections to such jurisdiction on the grounds of venue or forum non conveniens, the absence of in personam or subject matter jurisdiction and any similar grounds or any other manner permitted by Law, and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Agreement. In any such judicial proceeding, the parties court; (b) agree that in addition the event of any such litigation, proceeding or action, such parties will consent and submit to personal jurisdiction in any method for the such court described in clause (a) and to service of process permitted or required by such courtsupon them in accordance with the rules and statutes governing service of process (it being understood that nothing in this Section 13.19 shall be deemed to prevent any party from seeking to remove any action to a federal court in Omaha, Nebraska); and (c) agree to waive to the fullest extent permitted by Law, service of process law any objection that they may be made by delivery provided pursuant now or hereafter have to the directions venue of any such litigation, proceeding or action in Section 6.2any such court or that any such litigation, proceeding or action was brought in an inconvenient forum. EACH OF THE PARTIES HEREBY WAIVES KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW LAW, ANY RIGHT TO TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING ANY DISPUTE, CONTROVERSY LEGAL ACTION BROUGHT ON OR CLAIM ARISING OUT OF OR RELATING WITH RESPECT TO THIS AGREEMENT, INCLUDING TO ENFORCE OR DEFEND ANY RIGHTS HEREUNDER, AND AGREES THAT ANY SUCH ACTION SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY.

Jurisdiction; Waiver of Jury Trial. In any judicial proceeding involving any dispute, controversy or claim between (a) Each of the parties hereto arising out of or relating to this Agreement, each of agrees that the parties hereto, by execution and delivery of this Agreement, unconditionally accepts and consents to the exclusive jurisdiction and venue of the Delaware Supreme Court of Chancery and any state appellate court to which orders and judgments thereof may be appealed within the State of Delaware (orNew York sitting in the Borough of Manhattan, if the Delaware Court and of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware), including but not limited to the in personam and subject matter jurisdiction of those courts, or if jurisdiction over the matter is vested exclusively in federal courts, the United States District Court for the Southern District of DelawareNew York sitting in the Borough of Manhattan, and any appellate court from any thereof, shall have jurisdiction to hear and determine any suit, action or proceeding, and to settle any disputes, which may arise out of or in connection with this Agreement and, for such purposes, submits to the appellate courts jurisdiction of such courts. Each of the parties hereto waives any objection which it might now or hereafter have to such New York State or, to the extent permitted by law, such U.S. federal court being nominated [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. Confidential Treatment Requested: Information for which orders confidential treatment has been requested is omitted and judgments thereof is noted with asterisks. An unredacted version of this document has been filed separately with the Securities and Exchange Commission. as the forum to hear and determine any suit, action or proceeding, and to settle any disputes, which may arise out of or in connection with this Agreement and agrees not to claim that any such court is not a convenient or appropriate forum. Each of the Issuer and the Issuer Subsidiaries party hereto from time to time agrees that the process by which any suit, action or proceeding is begun in such New York State or U.S. federal court may be appealedserved on it by being delivered in connection with any such suit, waives action or proceeding directly to its address determined for such party pursuant to Section 10.02 or in the applicable Grantor Supplement or, in the case of any objections Grantor who does not have a place of business in the United States, to the Person named as the process agent of such jurisdiction on party (each such process agent, a “Process Agent”) herein or in such Grantor Supplement. Nothing in this Agreement will affect the grounds right of venue or forum non conveniens, the absence of any party to this Agreement to serve process in personam or subject matter jurisdiction and any similar grounds or any other manner permitted by Law, and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Agreement. In any such judicial proceeding, the parties agree that in addition to any method for the service of process permitted or required by such courts, to the fullest extent permitted by Law, service of process may be made by delivery provided pursuant to the directions in Section 6.2. EACH OF THE PARTIES HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING ANY DISPUTE, CONTROVERSY OR CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENTlaw.

Jurisdiction; Waiver of Jury Trial. In (a) Each Stockholder hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the Court of Chancery of the State of Delaware, or, if (and only if) such court finds it lacks jurisdiction, the Federal court of the Xxxxxx Xxxxxx xx Xxxxxxx sitting in Delaware, and any judicial appellate court from any thereof, in any action or proceeding involving any dispute, controversy or claim between the parties hereto arising out of or relating to this AgreementAgreement or the agreements delivered in connection herewith or the transactions contemplated hereby or thereby or for recognition or enforcement of any judgment relating thereto, and each of Stockholder hereby irrevocably and unconditionally (i) agrees not to commence any such action or proceeding except in the parties hereto, by execution and delivery of this Agreement, unconditionally accepts and consents to the exclusive jurisdiction and venue of the Delaware Court of Chancery and any state appellate court to which orders and judgments thereof may be appealed within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware), including but not limited to or, if (and only if) such court finds it lacks jurisdiction, the in personam and subject matter jurisdiction Federal court of those courts, or if jurisdiction over the matter is vested exclusively in federal courts, the United States District of America sitting in Delaware, and any appellate court from any thereof, (ii) agrees that any claim in respect of any such action or proceeding may be heard and determined in the Court for of Chancery of the District State of Delaware, or, if (and only if) such court finds it lacks jurisdiction, the Federal court of the United States of America sitting in Delaware, and any appellate courts court from any thereof, (iii) waives, to which orders the fullest extent it may legally and judgments thereof effectively do so, any objection that it may be appealed, waives any objections now or hereafter have to such jurisdiction on the grounds laying of venue or forum non conveniens, the absence of in personam or subject matter jurisdiction and any similar grounds or any other manner permitted by Law, and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Agreement. In any such judicial proceeding, the parties agree that action or proceeding in addition to any method for the service of process permitted or required by such courtscourts and (iv) waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in such courts. Each Stockholder 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. Each Stockholder irrevocably consents to service of process may be made by delivery inside or outside the territorial jurisdiction of the courts referred to in this Section 5.7(a) in the manner provided pursuant to the directions for notices in Section 6.25.1. EACH OF THE PARTIES HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING ANY DISPUTE, CONTROVERSY OR CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENTNothing in this Agreement will affect the right of Parent or Purchaser to serve process in any other manner permitted by applicable Law.

Jurisdiction; Waiver of Jury Trial. In any judicial proceeding involving any dispute, controversy or claim between Each of the parties hereto hereby irrevocably and unconditionally consents to submit to the sole and exclusive jurisdiction of the Court of Chancery of the State of Delaware, or to the extent such Court does not have subject matter jurisdiction, any federal court sitting in the State of Delaware (the “Chosen Courts”) for any litigation arising out of or relating to this AgreementAgreement (and agrees not to commence any litigation relating thereto except in such courts), each waives any objection to the laying of venue of any such litigation in the Chosen Courts and agrees not to plead or claim in any Chosen Court that such litigation brought therein has been brought in any inconvenient forum. Each of the parties heretohereto agrees, by execution and delivery of this Agreement, unconditionally accepts and consents (i) to the exclusive jurisdiction extent such party is not otherwise subject to service of process in the State of Delaware, to appoint and venue of the Delaware Court of Chancery and any state appellate court to which orders and judgments thereof may be appealed within maintain an agent in the State of Delaware as such party’s agent for acceptance of legal process and (or, ii) that service of process may also be made on such party in accordance with the notice provisions contained in Section 12 above. Service made pursuant to (i) or (ii) above shall have the same legal force and effect as if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court served upon such party personally within the State of Delaware), including but not limited to the in personam and subject matter jurisdiction of those courts, or if jurisdiction over the matter is vested exclusively in federal courts, the United States District Court for the District of Delaware, and the appellate courts to which orders and judgments thereof may be appealed, waives any objections to such jurisdiction on the grounds of venue or forum non conveniens, the absence of in personam or subject matter jurisdiction and any similar grounds or any other manner permitted by Law, and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Agreement. In any such judicial proceeding, the parties agree that in addition to any method for the service of process permitted or required by such courts, to the fullest extent permitted by Law, service of process may be made by delivery provided pursuant to the directions in Section 6.2. EACH OF THE PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY WAIVES ALL RIGHT TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW A TRIAL BY JURY IN ANY JUDICIAL ACTION, PROCEEDING INVOLVING ANY DISPUTE, CONTROVERSY OR CLAIM COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENTAGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Jurisdiction; Waiver of Jury Trial. In any judicial proceeding involving any dispute, controversy or claim between the parties hereto arising out of or relating to this Agreement, each of the parties (a) Any Action against either party hereto, including any action for provisional or conservatory measures or action to enforce any judgment entered by execution any court in respect of any thereof, may be brought in any federal or state court of competent jurisdiction located in the Borough of Manhattan in the State of New York, and delivery of this Agreement, unconditionally accepts and each party hereto irrevocably consents to the exclusive jurisdiction and venue of the Delaware Court of Chancery and any state appellate court to which orders and judgments thereof may be appealed within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware), including but not limited to the in personam and subject matter jurisdiction of those courts, or if jurisdiction over the matter is vested exclusively in federal courts, the United States District Court for the Southern District of Delaware, New York and in the appellate courts to which orders and judgments thereof may be appealed, waives any objections to such jurisdiction on the grounds of venue or forum non conveniens, the absence of in personam or hearing appeals therefrom unless no federal subject matter jurisdiction exists, in which event, each party hereto irrevocably consents to jurisdiction and venue in the Supreme Court of the State of New York, New York County, and in the courts hearing appeals therefrom. Each party hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any similar grounds action or proceeding with respect to this Agreement, any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason other manner than the failure to serve process in accordance with this Section 11.9, 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 to the fullest extent permitted by applicable Law, and irrevocably agrees to be bound by that the suit, action or proceeding in any judgment rendered thereby such court is brought in connection with an inconvenient forum, that the venue of such suit, action or proceeding is improper, or that this Agreement. In any such judicial proceeding, or the parties agree that subject matter hereof or thereof, may not be enforced in addition to any method for the service of process permitted or required by such courtscourts and further irrevocably waives, to the fullest extent permitted by applicable Law, service the benefit of process may be made by delivery provided any defense that would hinder, xxxxxx or delay the levy, execution or collection of any amount to which the party is entitled pursuant to the directions final judgment of any court having jurisdiction. Each party expressly acknowledges that the foregoing waiver is intended to be irrevocable under the Laws of the State of New York and of the United States of America; provided that each such party’s consent to jurisdiction and service contained in this Section 6.2. EACH OF THE PARTIES HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING ANY DISPUTE, CONTROVERSY OR CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT11.9 is solely for the purpose referred to in this Section 11.9 and shall not be deemed to be a general submission to said courts or in the State of New York other than for such purpose.

Jurisdiction; Waiver of Jury Trial. In any judicial proceeding involving any dispute, controversy or claim between the parties hereto arising out of or relating to this Agreement, each of the parties hereto, by execution and delivery of this Agreement, unconditionally accepts (a) Each party hereby agrees and consents to be subject to the exclusive jurisdiction and venue of the Delaware Court of Chancery and any state appellate court to which orders and judgments thereof may be appealed within of the State of Delaware (orin and for New Castle County, or if the Delaware Court of Chancery declines to accept lacks jurisdiction over a particular mattersuch dispute, of any state or federal court within the State of Delaware), including but not limited to the in personam and subject matter jurisdiction of those courts, or if having jurisdiction over the matter is vested exclusively situated in New Castle County, Delaware, in any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of, related to or in connection with, this Agreement or the transactions contemplated hereby. Each party hereby irrevocably consents to the service of any and all process in any such suit, action or proceeding by the delivery of such process to such party at the address and in the manner provided in Section 10.4 hereof. Each of the parties hereto irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement or the transactions contemplated hereby in the Court of Chancery of the State of Delaware in and for New Castle County, or if the Court of Chancery lacks jurisdiction over such dispute, in any state or federal courtscourt having jurisdiction over the matter situated in New Castle County, the United States District Court for the District of Delaware, and the appellate courts hereby further irrevocably and unconditionally waives and agrees not to which orders and judgments thereof may be appealed, waives any objections to such jurisdiction on the grounds of venue or forum non conveniens, the absence of in personam or subject matter jurisdiction and any similar grounds plead or any other manner permitted by Law, and irrevocably agrees to be bound by any judgment rendered thereby claim in connection with this Agreement. In any such judicial proceedingcourt that any such action, the parties agree that suit or proceeding brought in addition to any method for the service of process permitted such court has been brought in an inconvenient forum or required by such courts, to the fullest extent permitted by Law, service of process may be made by delivery provided pursuant to the directions plead or bring any claim or proceeding in Section 6.2. EACH OF THE PARTIES HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING ANY DISPUTE, CONTROVERSY OR CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENTany other court.

Jurisdiction; Waiver of Jury Trial. (a) In any judicial action or proceeding involving any dispute, controversy or claim between the parties hereto arising out of or relating to this Agreement, Agreement or the transactions contemplated hereby: (i) each of the parties hereto, by execution Merger Sub and delivery of this Agreement, each Stockholder irrevocably and unconditionally accepts consents and consents submits to the exclusive jurisdiction and venue of the Delaware Chancery Court of Chancery the State of Delaware and any state appellate court to which orders and judgments thereof may be appealed within the State of Delaware (therefrom or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal (but only if) such court within the State of Delaware), including but not limited to the in personam and lacks subject matter jurisdiction of those courts, or if jurisdiction over the matter is vested exclusively in federal courtsjurisdiction, the United States District Court for sitting in New Castle County in the District State of Delaware, Delaware and the any appellate courts to which orders and judgments thereof may be appealed, waives any objections to such jurisdiction on the grounds of venue or forum non convenienscourt therefrom (collectively, the absence “Delaware Courts”); and (ii) each of Merger Sub and each Stockholder irrevocably consents to service of process by first class certified mail, return receipt requested, postage prepaid, to the address at which such Party is to receive notice in personam or subject matter jurisdiction and accordance with Section 5.1; provided that nothing in this Section 5.8(a) shall affect the right of any similar grounds or Party to serve legal process in any other manner permitted by applicable Law, . Each of Merger Sub and each Stockholder irrevocably and unconditionally (1) agrees not to be bound by any judgment rendered thereby in connection with this Agreement. In commence any such judicial proceedingaction or proceeding except in the Delaware Courts, (2) agrees that any claim in respect of any such action or proceeding may be heard and determined in the parties agree Delaware Courts, (3) waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the jurisdiction or laying of venue of any such action or proceeding in addition to any method for the service of process permitted or required by such courtsDelaware Courts and (4) waives, to the fullest extent permitted by Lawlaw, service the defense of process an inconvenient forum to the maintenance of such action or proceeding in the Delaware Courts. The Parties agree that a final judgment in any such action or proceeding shall be conclusive and may be made enforced in other jurisdictions by delivery suit on the judgment or in any other manner provided pursuant by applicable Law; provided, however, that nothing in the foregoing shall restrict any Party’s rights to the directions in Section 6.2. EACH OF THE PARTIES HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING ANY DISPUTEseek any post-judgment relief regarding, CONTROVERSY OR CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENTor any appeal from, such final trial court judgment.

Jurisdiction; Waiver of Jury Trial. (a) The Parties hereby agree and consent to be subject to the exclusive jurisdiction of the Court of Chancery of the State of Delaware or, to the extent such court declines jurisdiction, first to any federal court, or second, to any state court, each located in Wilmington, Delaware, and hereby waive the right to assert the lack of personal or subject matter jurisdiction or improper venue in connection with any such suit, action or other proceeding. In any judicial proceeding involving any dispute, controversy or claim between furtherance of the parties hereto arising out of or relating to this Agreementforegoing, each of the parties heretohereto (a) waives the defense of inconvenient forum, by execution and delivery (b) agrees not to commence any suit, action or other proceeding arising out of this AgreementAgreement or any transactions contemplated hereby other than in any such court and (c) agrees that a final judgment in any such suit, unconditionally accepts action or other proceeding shall be conclusive and consents may be enforced in other jurisdictions by suit or judgment or in any other manner provided by Law. Notwithstanding anything in this Agreement to the exclusive jurisdiction contrary, each Seller Related Party and venue each of the Delaware Court other parties hereto (a) agrees that it will not bring or support any action, cause of Chancery and action, claim, cross-claim or third-party claim of any state appellate court kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against the Debt Financing Sources in any way relating to which orders and judgments thereof may be appealed within this Agreement or any of the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware)transactions contemplated by this Agreement, including but not limited to any dispute arising out of or relating in any way to the Debt Financing or the performance thereof or the transactions contemplated thereby, in personam and subject matter any forum other than exclusively in the Supreme Court of the State of New York, County of New York, or, if under applicable law exclusive jurisdiction of those courts, or if jurisdiction over the matter is vested exclusively in the federal courts, the United States District Court for the Southern District of Delaware, New York (and the appellate courts thereof), (b) submits for itself and its property with respect to which orders and judgments thereof may be appealed, waives any objections to such jurisdiction on the grounds of venue or forum non conveniens, the absence of in personam or subject matter jurisdiction and any similar grounds or any other manner permitted by Law, and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Agreement. In any such judicial proceedingaction to the exclusive jurisdiction of such courts, the parties agree (c) agrees that service of process, summons, notice or document by registered mail addressed to it at its address provided in addition to any method for the Section 10.01 shall be effective service of process permitted or required by against it for any such courtsaction brought in any such court, (d) waives and hereby irrevocably waives, to the fullest extent permitted by Lawlaw, service of process any objection which it may be made by delivery provided pursuant now or hereafter have to the directions laying of venue of, and the defense of an inconvenient forum to the maintenance of, any such action in Section 6.2. EACH OF THE PARTIES HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING ANY DISPUTE, CONTROVERSY OR CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT.any such 85

Jurisdiction; Waiver of Jury Trial. In The Parties agree that any judicial suit, action or proceeding involving seeking to enforce any disputeprovision of, controversy or claim between the parties hereto based on any matter arising out of or relating to this Agreementin connection with, each of the parties hereto, by execution and delivery any of this Agreement, unconditionally accepts the other Transaction Documents, the Mergers and consents to the exclusive jurisdiction other transactions contemplated hereby and venue of the Delaware Court of Chancery and thereby shall be exclusively brought in any state appellate federal court to which orders and judgments thereof may be appealed within located in the State of Delaware (oror any Delaware state court, if and each of the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware), including but not limited Parties hereby irrevocably consents to the in personam and subject matter jurisdiction of those courts, or if jurisdiction over such courts (and of the matter is vested exclusively in federal courts, the United States District Court for the District of Delaware, and the appropriate appellate courts to which orders and judgments thereof may be appealedtherefrom) in any such suit, waives any objections to such jurisdiction on the grounds of venue action or forum non conveniens, the absence of in personam or subject matter jurisdiction and any similar grounds or any other manner permitted by Law, proceeding and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Agreement. In any such judicial proceeding, the parties agree that in addition to any method for the service of process permitted or required by such courtswaives, to the fullest extent permitted by Lawlaw, 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 brought in any such court has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on any Party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each Party agrees that service of process may be made by delivery on such Party in the manner provided pursuant to the directions in Section 6.210.3 shall be deemed effective service of process on such Party. EACH OF THE PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY WAIVES ALL RIGHT TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW A TRIAL BY JURY IN ANY JUDICIAL ACTION, PROCEEDING INVOLVING ANY DISPUTE, CONTROVERSY OR CLAIM COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT., THE OTHER TRANSACTION DOCUMENTS, THE MERGERS AND THE OTHER TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY. [Signature Page follows]

Jurisdiction; Waiver of Jury Trial. In any judicial proceeding involving any dispute, controversy or claim between To the parties hereto arising out of or relating to this Agreementfullest extent permitted by applicable Law, each of the parties hereto, by execution and delivery of this Agreement, unconditionally accepts and consents party hereto irrevocably submits to the exclusive jurisdiction and venue of (i) the Delaware Chancery Court of Chancery and any state appellate court to which orders and judgments thereof may be appealed within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any or other appropriate state or federal court within in the State of Delaware), including but not limited to the in personam and subject matter jurisdiction of those courts, or if jurisdiction over the matter is vested exclusively in federal courts, (ii) the United States District Court for the District of Delaware, and for the appellate courts purposes of any suit, action or other proceeding arising out of this Agreement or any transaction contemplated hereby. To the fullest extent permitted by applicable Law, each party hereto agrees to which orders and judgments thereof commence any action, suit or proceeding relating hereto in the Chancery Court of the State of Delaware or, if such suit, action or other proceeding may not be appealed, waives any objections to brought in such jurisdiction on the grounds court for reasons of venue or forum non conveniens, the absence of in personam or subject matter jurisdiction and any similar grounds or any other manner permitted by Law, and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Agreement. In any such judicial proceeding, the parties agree that in addition to any method United States District Court for the service District of process permitted Delaware. Each party hereto irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or required by such courtsproceeding arising out of this Agreement or the transactions contemplated hereby in (A) the Chancery Court of the State of Delaware, or (B) the United States District Court for the District of Delaware, and, to the fullest extent permitted by applicable Law, hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum. To the fullest extent permitted by applicable Law, each party hereto further irrevocably consents to the service of process out of any of the aforementioned courts in any such suit, action or other proceeding by the mailing of copies thereof by mail to such party at its address set forth in this Agreement, such service of process to be effective upon acknowledgment of receipt of such registered mail; provided that nothing in this Section 8 shall affect the right of any party to serve legal process in any other manner permitted by Law. The consent to jurisdiction set forth in this Section 8 shall not constitute a general consent to service of process in the State of Delaware and shall have no effect for any purpose except as provided in this Section 8. The parties hereto agree that a final judgment in any such suit, action or proceeding shall be conclusive and may be made enforced in other jurisdictions by delivery suit on the judgment or in any other manner provided pursuant to by Law. Without limiting the directions foregoing, each party agrees that service of process on such party as provided in Section 6.210 as to giving notice thereunder shall be deemed effective service of process on such party. EACH OF THE PARTIES HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN WITH RESPECT TO ANY JUDICIAL PROCEEDING INVOLVING ANY DISPUTE, CONTROVERSY LITIGATION DIRECTLY OR CLAIM INDIRECTLY ARISING OUT OF OF, UNDER OR RELATING TO IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.

Jurisdiction; Waiver of Jury Trial. In any judicial proceeding involving any dispute, controversy or claim between the parties hereto arising out of or relating to this Agreement, each of the parties hereto, by execution and delivery of this Agreement, unconditionally accepts and consents to the exclusive jurisdiction and venue of the Delaware Court of Chancery and any state appellate court to which orders and judgments thereof may be appealed within the State of Delaware (or, if the Delaware Court of Chancery declines to accept does not have subject matter jurisdiction over a particular this matter, any state or federal court within the Superior Court of the State of Delaware)Delaware (Complex Commercial Division) or, including but not limited to the in personam and subject matter jurisdiction of those courts, or if jurisdiction over the matter is vested exclusively in federal courts, the United States District Court for the District of Delaware, and the appellate courts to which orders and judgments thereof may be appealed, and each of the parties hereto irrevocably waives the defense of an inconvenient forum or lack of jurisdiction to the maintenance of any objections to such jurisdiction on the grounds of venue or forum non conveniens, the absence of in personam or subject matter jurisdiction and any similar grounds or any other manner permitted by Law, and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Agreementjudicial proceeding. In any such judicial proceeding, the parties agree that in addition to any method for the service of process permitted or required by such courts, to the fullest extent permitted by Law, service of process may be made by delivery provided pursuant to the directions in Section 6.2‎4.2. EACH OF THE PARTIES HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING ANY DISPUTE, CONTROVERSY OR CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT.

Jurisdiction; Waiver of Jury Trial. In Any suit, action or proceeding with respect to the Plan or any judicial proceeding involving any dispute, controversy or claim between the parties hereto arising out of or relating to this Award Agreement, each or any judgment entered by any court of competent jurisdiction in respect of any thereof, shall be resolved only in the parties hereto, by execution and delivery courts of this Agreement, unconditionally accepts and consents to the exclusive jurisdiction and venue of the Delaware Court of Chancery and any state appellate court to which orders and judgments thereof may be appealed within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware), including but not limited to the in personam and subject matter jurisdiction of those courts, or if jurisdiction over the matter is vested exclusively in federal courts, the United States District Court for the District of Delaware, Delaware and the appellate courts having jurisdiction of appeals in such courts. In that context, and without limiting the generality of the foregoing, the Company and each Participant shall irrevocably and unconditionally (a) submit in any proceeding relating to which orders the Plan or any Award Agreement, or for the recognition and judgments enforcement of any judgment in respect thereof (a “Proceeding”), to the exclusive jurisdiction of the courts of the State of Delaware, the court of the United States of America for the District of Delaware, and appellate courts having jurisdiction of appeals from any of the foregoing, and agree that all claims in respect of any such Proceeding shall be heard and determined in such Delaware State court or, to the extent permitted by law, in such federal court, (b) consent that any such Proceeding may and shall be brought in such courts and waives any objection that the Company and each Participant may now or thereafter have to the venue or jurisdiction of any such Proceeding in any such court or that such Proceeding was brought in an inconvenient court and agree not to plead or claim the same, (c) waive all right to trial by jury in any Proceeding (whether based on contract, tort or otherwise) arising out of or relating to the Plan or any Award Agreement, (d) agree that service of process in any such Proceeding may be appealedeffected by mailing a copy of such process by registered or certified mail (or any substantially similar form of mail), waives any objections postage prepaid, to such jurisdiction on party, in the grounds case of venue or forum non conveniensa Participant, at the absence Participant’s address shown in the books and records of the Company or, in personam or subject matter jurisdiction the case of the Company, at the Company’s principal offices, attention General Counsel, and any similar grounds or (e) agree that nothing in the Plan shall affect the right to effect service of process in any other manner permitted by Law, and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Agreement. In any such judicial proceeding, the parties agree that in addition to any method for laws of the service State of process permitted or required by such courts, to the fullest extent permitted by Law, service of process may be made by delivery provided pursuant to the directions in Section 6.2. EACH OF THE PARTIES HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING ANY DISPUTE, CONTROVERSY OR CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENTDelaware.

Jurisdiction; Waiver of Jury Trial. In any judicial proceeding involving The Parties agree jurisdiction and venue for any dispute, controversy controversy, or claim between the parties hereto arising Parties that arises out of or relating relates to this Agreement, each the Executive’s employment with the Company, or any termination of the parties hereto, by execution and delivery of this Agreement, unconditionally accepts and consents to the exclusive jurisdiction and venue of the Delaware Court of Chancery and any state appellate court to which orders and judgments thereof may be appealed within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware)such employment, including but not limited to the in personam and subject matter jurisdiction of those courtsmatters concerning validity, construction, performance, or if jurisdiction over the matter is vested enforcement, must be exclusively in the federal courtsand state courts of the State of New York, located in New York County (collectively, the United States District Court for the District of Delaware“Selected Courts”) (except that a final judgment in any such action will be conclusive and enforced in other jurisdictions), and the appellate courts to which orders and judgments thereof may be appealed, waives any objections to such jurisdiction on the grounds of venue or forum non conveniens, the absence of in personam or subject matter jurisdiction and any similar grounds or any other manner permitted by Law, and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Agreement. In any such judicial proceeding, the parties agree further that in addition to any method for the service of process permitted or required by such courts, to the fullest extent permitted by Law, service of process may be made in any matter permitted by delivery provided pursuant Law. Each of the Parties irrevocably waives and agrees not to assert (i) any objection that the Executive or it may ever have to the directions laying of venue of any action or proceeding arising hereunder in the Selected Courts or (ii) any claim that any such action brought in any such court has been brought in an inconvenient forum. This Section 6.28.5 is intended to fix the location of potential litigation between the parties and does not create any causes of action or waive any defenses or immunities to suit. EACH PARTY WAIVES ANY RIGHT TO A TRIAL BY JURY, TO THE EXTENT LAWFUL, AND AGREES THAT ANY OF THEM MAY FILE A COPY OF THIS SECTION 8.5 WITH ANY COURT AS WRITTEN EVIDENCE OF THE KNOWING, VOLUNTARY, AND BARGAINED-FOR AGREEMENT AMONG THE PARTIES HEREBY WAIVES IRREVOCABLY TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW WAIVE THEIR RIGHT TO TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING ANY DISPUTE, CONTROVERSY OR CLAIM ARISING OUT OF OR LITIGATION WHATSOEVER BETWEEN THEM RELATING TO THIS AGREEMENTAGREEMENT OR THE CONTEMPLATED TRANSACTIONS.

Jurisdiction; Waiver of Jury Trial. In any judicial proceeding involving any dispute, controversy or claim between the parties hereto arising out of or relating to this Agreement, each of the parties hereto, by execution and delivery of this Agreement, Parties unconditionally accepts and consents to the exclusive jurisdiction and venue of the Delaware Court of Chancery and any state appellate court to which orders and judgments thereof may be appealed within the State of Delaware (orNew York sitting in New York County, if the Delaware Court and of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware), including but not limited to the in personam and subject matter jurisdiction of those courts, or if jurisdiction over the matter is vested exclusively in federal courts, the United States District Court for of the Southern District of DelawareNew York, and any appellate court from any thereof, and each of the appellate Parties hereto irrevocably and unconditionally submits to the exclusive jurisdiction of such courts to which orders and judgments thereof agrees that any such action, litigation or proceeding may be appealedbrought in any such New York state court or, waives to the fullest extent permitted by applicable Law, in such federal court. Each of the Parties hereto agrees that a final judgment in any objections to such jurisdiction action, litigation or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the grounds of venue judgment or forum non conveniens, the absence of in personam or subject matter jurisdiction and any similar grounds or any other manner permitted provided by Law, and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Agreement. In any such judicial proceeding, the parties Parties agree that in addition to any method for the service of process permitted or required by such courts, to the fullest extent permitted by Lawlaw, service of process may be made by delivery provided pursuant to the directions in Section 6.26. EACH OF THE PARTIES HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING ANY DISPUTE, CONTROVERSY OR CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT.

Jurisdiction; Waiver of Jury Trial. In (a) Each Stockholder hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the Court of Chancery of the State of Delaware, or, if (and only if) such court finds it lacks jurisdiction, the Federal court of the United States of America sitting in Delaware, and any judicial appellate court from any thereof, in any action or proceeding involving any dispute, controversy or claim between the parties hereto arising out of or relating to this AgreementAgreement or the agreements delivered in connection herewith or the transactions contemplated hereby or thereby or for recognition or enforcement of any judgment relating thereto, and each of Stockholder hereby irrevocably and unconditionally (i) agrees not to commence any such action or proceeding except in the parties hereto, by execution and delivery of this Agreement, unconditionally accepts and consents to the exclusive jurisdiction and venue of the Delaware Court of Chancery and any state appellate court to which orders and judgments thereof may be appealed within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware), including but not limited to or, if (and only if) such court finds it lacks jurisdiction, the in personam and subject matter jurisdiction Federal court of those courts, or if jurisdiction over the matter is vested exclusively in federal courts, the United States District of America sitting in Delaware, and any appellate court from any thereof, (ii) agrees that any claim in respect of any such action or proceeding may be heard and determined in the Court for of Chancery of the District State of Delaware, or, if (and only if) such court finds it lacks jurisdiction, the Federal court of the United States of America sitting in Delaware, and any appellate courts court from any thereof, (iii) waives, to which orders the fullest extent it may legally and judgments thereof effectively do so, any objection that it may be appealed, waives any objections now or hereafter have to such jurisdiction on the grounds laying of venue or forum non conveniens, the absence of in personam or subject matter jurisdiction and any similar grounds or any other manner permitted by Law, and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Agreement. In any such judicial proceeding, the parties agree that action or proceeding in addition to any method for the service of process permitted or required by such courtscourts and (iv) waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in such courts. Each Stockholder 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. Each Stockholder irrevocably consents to service of process may be made by delivery inside or outside the territorial jurisdiction of the courts referred to in this Section 4.7(a) in the manner provided pursuant to the directions for notices in Section 6.24.1. EACH OF THE PARTIES HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING ANY DISPUTE, CONTROVERSY OR CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENTNothing in this Agreement will affect the right of Parent or Purchaser to serve process in any other manner permitted by applicable Law.

Jurisdiction; Waiver of Jury Trial. In any judicial proceeding involving any dispute, controversy or claim between (a) Each of the parties hereto irrevocably agrees that any action or proceeding arising out of or relating 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 brought by the other party hereto or its successors or assigns, shall be brought or otherwise commenced in any court in Victoria, Australia. Each of the parties hereto hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the non-exclusive jurisdiction of the aforesaid courts and courts competent to hear appeals from such courts and agrees that it will not bring any action or proceeding arising out of or relating to this Agreement or any of the transactions contemplated by this Agreement in any court other than the aforesaid courts. Each of the parties hereto hereby irrevocably waives (to the fullest extent permitted by applicable Law), and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding arising out of or relating to this Agreement, each (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 14.9, (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 (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (iii) any claim that (A) the action or proceeding in such court is brought in an inconvenient forum, (B) the venue of such action or proceeding is improper or (C) this Agreement, or the subject matter hereof, may not be enforced in or by such court. Each of the parties hereto, by execution and delivery of this Agreement, unconditionally accepts and consents to the exclusive jurisdiction and venue of the Delaware Court of Chancery and any state appellate court to which orders and judgments thereof may be appealed within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state hereto agrees that notice or federal court within the State of Delaware), including but not limited to the in personam and subject matter jurisdiction of those courts, or if jurisdiction over the matter is vested exclusively in federal courts, the United States District Court for the District of Delaware, and the appellate courts to which orders and judgments thereof may be appealed, waives any objections to such jurisdiction on the grounds of venue or forum non conveniens, the absence of in personam or subject matter jurisdiction and any similar grounds or any other manner permitted by Law, and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Agreement. In any such judicial proceeding, the parties agree that in addition to any method for the service of process permitted in any action or required proceeding arising out of or relating to this Agreement shall be properly served or delivered if delivered in the manner contemplated by such courts, to Section 14.1. Each of the fullest extent permitted by Law, service of process parties agrees that any Government Order or court judgment obtained may be made by delivery provided pursuant to enforced in any court in the directions in Section 6.2. EACH OF THE PARTIES HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING ANY DISPUTE, CONTROVERSY OR CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENTUnited States.

Jurisdiction; Waiver of Jury Trial. In any judicial proceeding involving dispute in which the Company is seeking to specifically enforce Section 2 or Section 4 of this Agreement (or any disputeright or obligation of any party thereunder), controversy or claim between the parties hereto agree that any such suit, action or proceeding shall be brought exclusively in New York state court located in Manhattan or the Federal Courts located in the State of New York in Manhattan, so long as one of such courts shall have subject matter jurisdiction over such suit, action or proceeding, and that any cause of action arising out of or relating this Agreement shall be deemed to this Agreementhave arisen from a transaction of business in the State of New York, and each of the parties hereto, by execution and delivery of this Agreement, unconditionally accepts and hereby irrevocably consents to the exclusive jurisdiction of those courts (and venue of the Delaware Court of Chancery and any state appellate court to which orders and judgments thereof may be appealed within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware), including but not limited to the in personam and subject matter jurisdiction of those courts, or if jurisdiction over the matter is vested exclusively in federal courts, the United States District Court for the District of Delaware, and the appropriate appellate courts to which orders and judgments thereof may be appealedtherefrom) in any such suit, waives any objections to such jurisdiction on the grounds of venue action or forum non conveniens, the absence of in personam or subject matter jurisdiction and any similar grounds or any other manner permitted by Law, proceeding and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Agreement. In any such judicial proceeding, the parties agree that in addition to any method for the service of process permitted or required by such courtswaives, to the fullest extent permitted by Lawlaw, 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 which is brought in any such court has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that service of process may be made by delivery on such party as provided pursuant to the directions in Section 6.25(k) shall be deemed effective service of process on that Party. EACH OF THE PARTIES HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW TRIAL BY JURY IN ANY JUDICIAL SUCH LEGAL PROCEEDING INVOLVING ANY DISPUTE, CONTROVERSY OR CLAIM ARISING OUT OF OR RELATING TO DESCRIBED IN THIS AGREEMENTSECTION 5(m).

Jurisdiction; Waiver of Jury Trial. In any judicial proceeding involving any dispute, controversy or claim between the parties hereto arising out of or relating to this AgreementAmendment, each of the parties hereto, by execution and delivery of this Agreement, unconditionally accepts and consents to the exclusive jurisdiction and venue of the Delaware Court of Chancery and any state appellate court to which orders and judgments thereof may be appealed within the State of Delaware (or, if the Delaware Court of Chancery declines to accept does not have subject matter jurisdiction over a particular this matter, any state or federal court within the Superior Court of the State of Delaware)Delaware (Complex Commercial Division) or, including but not limited to the in personam and subject matter jurisdiction of those courts, or if jurisdiction over the matter is vested exclusively in federal courts, the United States District Court for the District of Delaware, and the appellate courts to which orders and judgments thereof may be appealed, waives any objections to such jurisdiction on the grounds of venue or forum non conveniens, the absence of in personam or subject matter jurisdiction and any similar grounds or any other manner permitted by Law, and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Agreement. In any such judicial proceeding, the parties agree that in addition to any method for the service of process permitted or required by such courts, to the fullest extent permitted by Law, service of process may be made by delivery provided pursuant to the directions in Section 6.24.2 of the Stockholders Agreement. EACH OF THE PARTIES HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING ANY DISPUTE, CONTROVERSY OR CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT.AMENDMENT. IN WITNESS WHEREOF, each of the undersigned has duly executed this Amendment as of the date first above written. XXXXXXX DENVER HOLDINGS, INC. By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Vice President, General Counsel, Chief Compliance Officer and Secretary KKR RENAISSANCE AGGREGATOR L.P. By: KKR Renaissance Aggregator GP LLC, its general partner By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: General Counsel, Vice President and Secretary

Jurisdiction; Waiver of Jury Trial. In any judicial proceeding involving any dispute, controversy or claim between 5.5.1 Each of the parties hereto arising out of or relating to this Agreement, each of the parties hereto, by execution irrevocably and delivery of this Agreement, unconditionally accepts and consents submits to the exclusive jurisdiction and venue of the Delaware Chancery Court of Chancery and any state appellate court to which orders and judgments thereof may be appealed within the State of Delaware (or, if the Delaware Chancery Court of Chancery the State of Delaware declines to accept jurisdiction over a particular matterjurisdiction, any state or federal court within sitting in the Borough of Manhattan, State of DelawareNew York, New York County), including but not limited for the purposes of any Action (a) arising under this Agreement or (b) in any way connected with or related or incidental to the dealings of the parties hereto in personam and subject matter jurisdiction respect of those courts, or if jurisdiction over the matter is vested exclusively in federal courts, the United States District Court for the District of Delaware, and the appellate courts to which orders and judgments thereof may be appealed, waives any objections to such jurisdiction on the grounds of venue or forum non conveniens, the absence of in personam or subject matter jurisdiction and any similar grounds or any other manner permitted by Lawthis Agreement, and irrevocably and unconditionally waives any objection to the laying of venue of any such Action in any such court, and further irrevocably and unconditionally waives and agrees not to be bound plead or claim in any such court that any such Action has been brought in an inconvenient forum. Each party hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any judgment rendered thereby Action against such party (i) arising under this Agreement or (ii) in connection any way connected with or related or incidental to the dealings of the parties hereto in respect of this Agreement. In , (A) any claim that such party is not personally subject to the jurisdiction of the courts as described in this Section 5.5 for any reason, (B) that such party or such party’s property is exempt or immune from the jurisdiction of any such judicial proceedingcourt 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 (x) the parties agree Action in any such court is brought against such party in an inconvenient forum, (y) the venue of such Action against such party is improper or (z) this Agreement, or the subject matter hereof, may not be enforced against such party in or by such courts. Each party agrees that service of any process, summons, notice or document by registered mail to such party’s respective address set forth in addition to any method for the Section 5.5 shall be effective service of process permitted or required by for any such courts, to the fullest extent permitted by Law, service of process may be made by delivery provided pursuant to the directions in Section 6.2. EACH OF THE PARTIES HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING ANY DISPUTE, CONTROVERSY OR CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENTAction.

Jurisdiction; Waiver of Jury Trial. In any (a) Any judicial proceeding involving brought against any dispute, controversy or claim between of the parties hereto to this Agreement or any dispute arising out of this Agreement or relating to this Agreement, each of the parties hereto, by execution and delivery of this Agreement, unconditionally accepts and consents to the exclusive jurisdiction and venue of the Delaware Court of Chancery and any state appellate court to which orders and judgments thereof related hereto may be appealed within brought in the State courts of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware), including but not limited to the in personam and subject matter jurisdiction of those courts, or if jurisdiction over the matter is vested exclusively in federal courts, the United States District Court for the District of Delaware, and, by execution and delivery of this Agreement, each of the appellate courts parties to which orders and judgments thereof may be appealed, waives any objections to this Agreement accepts the exclusive jurisdiction of such jurisdiction on the grounds of venue or forum non conveniens, the absence of in personam or subject matter jurisdiction and any similar grounds or any other manner permitted by Lawcourts, and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Agreement. In any such judicial proceeding, the parties agree that in addition The foregoing consents to any method for the jurisdiction shall not constitute general consents to service of process permitted in the State of Delaware for any purpose except as provided above and shall not be deemed to confer rights on any Person other than the parties to this Agreement. Each of the parties to this Agreement agree that service of any process, summons, notice or required document by United States mail to such courts, to the fullest extent permitted by Law, party’s address for notice hereunder shall be effective service of process may be made by delivery provided for any action, suit or proceeding in Delaware with respect to any matters for which it has submitted to jurisdiction pursuant to the directions in this Section 6.212.7. (b) EACH OF THE PARTIES HEREBY HERETO HEREY IRREVOCABLY WAIVES ITS RIGHT TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW A JURY TRIAL BY JURY IN CONNECTION WITH ANY JUDICIAL ACTION, PROCEEDING INVOLVING ANY DISPUTE, CONTROVERSY OR CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT.AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY. 12.8

Jurisdiction; Waiver of Jury Trial. (a) In any judicial action or proceeding involving any dispute, controversy or claim between the parties hereto arising out of or relating to this Agreement, Agreement or the transactions contemplated hereby: (i) each of the parties hereto, by execution Purchaser and delivery of this Agreement, each Stockholder irrevocably and unconditionally accepts consents and consents submits to the exclusive jurisdiction and venue of the Delaware Chancery Court of Chancery the State of Delaware and any state appellate court to which orders and judgments thereof may be appealed within the State of Delaware (therefrom or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal (but only if) such court within the State of Delaware), including but not limited to the in personam and lacks subject matter jurisdiction of those courts, or if jurisdiction over the matter is vested exclusively in federal courtsjurisdiction, the United States District Court for sitting in New Castle County in the District State of Delaware, Delaware and the any appellate courts to which orders and judgments thereof may be appealed, waives any objections to such jurisdiction on the grounds of venue or forum non convenienscourt therefrom (collectively, the absence “Delaware Courts”); and (ii) each of the Purchaser and each Stockholder irrevocably consents to service of process by first class certified mail, return receipt requested, postage prepaid, to the address at which such Party is to receive notice in personam or subject matter jurisdiction and accordance with Section 5.1; provided that nothing in this Section 5.8(a) shall affect the right of any similar grounds or Party to serve legal process in any other manner permitted by Law, applicable Legal Requirements. Each of the Purchaser and each Stockholder irrevocably and unconditionally (1) agrees not to be bound by any judgment rendered thereby in connection with this Agreement. In commence any such judicial proceedingaction or proceeding except in the Delaware Courts, (2) agrees that any claim in respect of any such action or proceeding may be heard and determined in the parties agree Delaware Courts, (3) waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the jurisdiction or laying of venue of any such action or proceeding in addition to any method for the service of process permitted or required by such courtsDelaware Courts and (4) waives, to the fullest extent permitted by Lawlaw, service the defense of process an inconvenient forum to the maintenance of such action or proceeding in the Delaware Courts. The Parties agree that a final judgment in any such action or proceeding shall be conclusive and may be made enforced in other jurisdictions by delivery suit on the judgment or in any other manner provided pursuant by applicable Legal Requirements; provided, however, that nothing in the foregoing shall restrict any Party’s rights to the directions in Section 6.2. EACH OF THE PARTIES HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING ANY DISPUTEseek any post-judgment relief regarding, CONTROVERSY OR CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENTor any appeal from, such final trial court judgment.

Jurisdiction; Waiver of Jury Trial. In any judicial proceeding involving any dispute(a) Any Action based upon, controversy or claim between the parties hereto arising out of or relating related to this Agreement, each of Agreement or the parties hereto, by execution and delivery of this Agreement, unconditionally accepts and consents to Transactions must be brought in the exclusive jurisdiction and venue of the Delaware Court of Chancery and any state appellate court to which orders and judgments thereof may be appealed within of the State of Delaware (or, if to the Delaware extent such court does not have subject matter jurisdiction, the Superior Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware), including but not limited to the or, if it has or can acquire jurisdiction, in personam and subject matter jurisdiction of those courts, or if jurisdiction over the matter is vested exclusively in federal courts, the United States District Court for the District of Delaware, and each of the appellate courts parties irrevocably submits to which orders and judgments thereof may be appealedthe exclusive jurisdiction of each such court in any such Action, waives any objections objection it may now or hereafter have to such jurisdiction on the grounds of personal jurisdiction, venue or forum non conveniensinconvenience of forum, agrees that all claims in respect of the absence Action shall be heard and determined only in any such court, and agrees not to bring any Action arising out of or relating to this Agreement or the Transactions in personam or subject matter jurisdiction and any similar grounds or any other court. Nothing herein contained shall be deemed to affect the right of any party to serve process in any manner permitted by LawLaw or to commence an Action or otherwise proceed against any other party in any other jurisdiction, in each case, to enforce judgments obtained in any Action brought pursuant to this Section 14.14. Notwithstanding anything to the contrary in this Agreement, each of the Companies, the SIM Sellers, the Panavision Holder Representative, the SIM Holder Representative, Acquiror, Panavision Acquisition Sub and SIM Acquisition Sub agrees that it will not, and irrevocably agrees in the case of the Companies will cause its Subsidiaries not to, bring or support any Action of any kind or description, whether at law or in equity, whether in contract or in tort or otherwise, against the Debt Financing Sources in any way relating to be bound by this Agreement or any judgment rendered thereby of the Transactions, including any dispute arising out of or relating in connection with this Agreement. In any such judicial proceedingway to the Debt Commitment Letters or the performance thereof, in any forum other than the Supreme Court of the State of New York, County of New York, or, if under applicable Law exclusive jurisdiction is vested in the federal courts, the parties agree that in addition to any method United States District Court for the service Southern District of process permitted or required by such courts, to the fullest extent permitted by Law, service of process may be made by delivery provided pursuant to the directions in Section 6.2. EACH OF THE PARTIES HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING ANY DISPUTE, CONTROVERSY OR CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENTNew York (and appellate courts thereof).

Jurisdiction; Waiver of Jury Trial. In (a) Each party to this Agreement hereby (a) agrees that any judicial proceeding involving Proceeding brought in connection with or relating to this Agreement or any disputematters or transactions contemplated hereby shall be brought, controversy heard and determined exclusively in the Court of Chancery of the State of Delaware (provided that, in the event that subject matter jurisdiction is unavailable in that court, then such Proceeding shall be brought, heard and determined exclusively in any court of competent jurisdiction located in the State of Delaware, whether a state or claim between the parties hereto federal court), (b) agrees not to bring any Proceeding arising out of or relating to this AgreementAgreement or any matters or transactions contemplated by this Agreement in any other court, each of the parties hereto, by execution (c) consents and delivery irrevocably submits itself to personal jurisdiction in connection with any such Proceeding in any such court described in clause (a) of this AgreementSection 10.9, unconditionally accepts and consents as well as to the exclusive jurisdiction and venue of the Delaware Court of Chancery and any state appellate court to which orders and judgments thereof may be appealed within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware), including but not limited to the in personam and subject matter jurisdiction of those courts, or if jurisdiction over the matter is vested exclusively in federal courts, the United States District Court for the District of Delaware, and the appellate all courts to which orders and judgments thereof an appeal may be appealed, waives any objections to taken from such jurisdiction on the grounds of venue or forum non conveniens, the absence of in personam or subject matter jurisdiction and any similar grounds or any other manner permitted by Lawcourt, and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Agreement. In any such judicial proceeding, the parties agree that in addition to any method for the service of process permitted upon it in accordance with the rules and statutes governing service of process, (d) agrees that it shall not attempt to deny or required defeat such personal jurisdiction by motion or other request for leave from such courts, (e) expressly waives to the fullest extent permitted by Law any objection that it may now or hereafter have to the venue of any such Proceeding in any such court or that any such Proceeding was brought in an inconvenient forum, (f) agrees, to the fullest extent permitted by Law, as a method of service to service of process may be made in such Proceeding by delivery provided pursuant mailing of copies thereof to such party at its address set forth in Section 10.5, (g) agrees, to the directions fullest extent permitted by Law, that any service made as provided herein shall be effective and binding service in Section 6.2every respect and (h) agrees that nothing herein shall affect the rights of any party to effect service of process in any other manner permitted by applicable Law. EACH OF THE PARTIES HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING ANY DISPUTEEach of the parties further agrees to waive any bond, CONTROVERSY OR CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENTsurety or other security that might be required of any other party with respect to any Proceeding, including an appeal thereof.

Jurisdiction; Waiver of Jury Trial. Any suit, action, or proceeding with respect to this Agreement, or any judgment entered by any court of competent jurisdiction in respect of this Agreement, will be resolved only in the courts of the State of Delaware or the United States District Court for the District of Delaware and the appellate courts having jurisdiction of appeals in such courts. In that context, and without limiting the generality of the foregoing, each of the Company and the Participant irrevocably and unconditionally (a) submits in any judicial proceeding involving relating to this Agreement, or for the recognition and enforcement of any disputejudgment in respect of this Agreement (a “Proceeding”), controversy to the exclusive jurisdiction of the courts of the State of Delaware, the court of the United States of America for the District of Delaware, and appellate courts having jurisdiction of appeals from any of the foregoing, and agrees that all claims in respect of any Proceeding will be heard and determined in such Delaware State court or, to the extent permitted by law, in such federal court, (b) consents that any Proceeding may and will be brought in such courts and waives any objection that the Company or the Participant may have at any time after the Grant Date to the venue or jurisdiction of any Proceeding in any such court or that the Proceeding was brought in an inconvenient court and agrees not to plead or claim between the parties hereto same, (c) waives all right to trial by jury in any Proceeding (whether based on contract, tort, or otherwise) arising out of or relating to this Agreement, each (d) agrees that service of process in any Proceeding may be effected by mailing a copy of such process by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such party, in the case of the parties heretoParticipant, by execution at the Participant’s address shown in the books and delivery of this Agreement, unconditionally accepts and consents to the exclusive jurisdiction and venue records of the Delaware Court of Chancery and any state appellate court to which orders and judgments thereof may be appealed within the State of Delaware (Company or, if in the Delaware Court case of Chancery declines to accept jurisdiction over a particular matterthe Company, any state or federal court within at the State of Delaware)Company’s principal offices, including but not limited to the in personam and subject matter jurisdiction of those courts, or if jurisdiction over the matter is vested exclusively in federal courts, the United States District Court for the District of Delawareattention General Counsel, and (e) agrees that nothing in this Agreement will affect the appellate courts right to which orders and judgments thereof may be appealed, waives any objections to such jurisdiction on the grounds effect service of venue or forum non conveniens, the absence of process in personam or subject matter jurisdiction and any similar grounds or any other manner permitted by Law, and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Agreement. In any such judicial proceeding, the parties agree that in addition to any method for laws of the service State of process permitted or required by such courts, to the fullest extent permitted by Law, service of process may be made by delivery provided pursuant to the directions in Section 6.2. EACH OF THE PARTIES HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING ANY DISPUTE, CONTROVERSY OR CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENTDelaware.

Jurisdiction; Waiver of Jury Trial. In any judicial Any suit, action or proceeding involving any dispute, controversy or claim between the parties hereto arising out of or relating with respect to this AgreementAppendix II, each or any judgment entered by any court of competent jurisdiction in respect of any thereof, shall be resolved only in the parties hereto, by execution and delivery courts of this Agreement, unconditionally accepts and consents to the exclusive jurisdiction and venue of the Delaware Court of Chancery and any state appellate court to which orders and judgments thereof may be appealed within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware), including but not limited to the in personam and subject matter jurisdiction of those courts, or if jurisdiction over the matter is vested exclusively in federal courts, the United States District Court for the District of Delaware, Delaware and the appellate courts having jurisdiction of appeals in such courts. In that context, and without limiting the generality of the foregoing, the Company and each Participant shall irrevocably and unconditionally (a) submit in any proceeding relating to which orders this Appendix II, or for the recognition and judgments enforcement of any judgment in respect thereof (a “Proceeding”), to the exclusive jurisdiction of the courts of the State of Delaware, the court of the United States of America for the District of Delaware, and appellate courts having jurisdiction of appeals from any of the foregoing, and agree that all claims in respect of any such Proceeding shall be heard and determined in such Delaware State court or, to the extent permitted by law, in such federal court; (b) consent that any such Proceeding may and shall be brought in such courts and waives any objection that the Company and each Participant may now or thereafter have to the venue or jurisdiction of any such Proceeding in any such court or that such Proceeding was brought in an inconvenient court and agree not to plead or claim the same; (c) waive all right to trial by jury in any Proceeding (whether based on contract, tort or otherwise) arising out of or relating to this Appendix II; (d) agree that service of process in any such Proceeding may be appealedeffected by mailing a copy of such process by registered or certified mail (or any substantially similar form of mail), waives any objections postage prepaid, to such jurisdiction on party, in the grounds case of venue or forum non conveniensa Participant, at the absence Participant’s address shown in the books and records of the Company or, in personam or subject matter jurisdiction the case of the Company, at the Company’s Appendix II - 8 principal offices, attention General Counsel; and any similar grounds or (e) agree that nothing in this Appendix II shall affect the right to effect service of process in any other manner permitted by Law, and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Agreement. In any such judicial proceeding, the parties agree that in addition to any method for laws of the service State of process permitted or required by such courts, to the fullest extent permitted by Law, service of process may be made by delivery provided pursuant to the directions in Section 6.2. EACH OF THE PARTIES HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING ANY DISPUTE, CONTROVERSY OR CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENTDelaware.

Jurisdiction; Waiver of Jury Trial. In (a) For any judicial suit, action or other proceeding involving arising out of this Agreement or any disputetransactions contemplated hereby, controversy or claim between the parties hereto arising Parties hereby agree and consent to, and shall cause its Affiliates to, be subject to the exclusive jurisdiction of (i) in the case of those against the Financing Sources (including any disputes out of or relating in any way to this Agreement, each the Financing or any of the parties heretotransactions contemplated hereby or thereby), by execution and delivery of this Agreement, unconditionally accepts and consents to (A) the exclusive jurisdiction and venue of the Delaware Supreme Court of Chancery and any state appellate court to which orders and judgments thereof may be appealed within the State of Delaware New York, New York County (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, and any state or federal court within the State of Delaware), including but not limited to the in personam appellate courts thereof) and subject matter jurisdiction of those courts, or if jurisdiction over the matter is vested exclusively in federal courts, (B) the United States District Court for the Southern District of New York (and any appellate courts thereof) and (ii) otherwise, the Court of Chancery of the State of Delaware or, to the extent such court declines jurisdiction, first to any federal court, or second, to any state court, each located in Wilmington, Delaware, and the appellate courts Parties hereby waive the right to which orders and judgments thereof may be appealed, waives any objections to such jurisdiction on assert the grounds lack of venue or forum non conveniens, the absence of in personam personal or subject matter jurisdiction or improper venue in connection with any such suit, action or other proceeding. In furtherance of the foregoing, each of the Parties hereto (on behalf of itself and its Affiliates) (a) waives the defense of inconvenient forum, (b) agrees not to commence any suit, action or other proceeding arising out of this Agreement or any transactions contemplated hereby other than in (i) in the case of those against the Financing Sources (including any disputes out of or relating in any way to this Agreement, the Financing or any of the transactions contemplated hereby or thereby), (A) the Supreme Court of the State of New York, New York County (and any similar grounds appellate courts thereof) and (B) the United States District Court for the Southern District of New York (and any appellate courts thereof) and (ii) otherwise, the Court of Chancery of the State of Delaware or, to the extent such court declines jurisdiction, first to any federal court, or second, to any state court, each located in Wilmington, Delaware and (c) agrees that a final judgment in any such suit, action or other proceeding shall be conclusive and may be enforced in other jurisdictions by suit or judgment or in any other manner permitted provided by Law, and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Agreement. In any such judicial proceeding, the parties agree that in addition to any method for the service of process permitted or required by such courts, to the fullest extent permitted by Law, service of process may be made by delivery provided pursuant to the directions in Section 6.2. EACH OF THE PARTIES HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING ANY DISPUTE, CONTROVERSY OR CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT.

Jurisdiction; Waiver of Jury Trial. In any judicial proceeding involving any dispute, controversy or claim between the The parties hereto irrevocably submit to the exclusive jurisdiction of the United States District Court for the State of Delaware (or, if subject matter jurisdiction in that court is not available, in the state courts of Delaware over any dispute arising out of or relating to this Agreement, each any Ancillary Agreement or any agreement or instrument contemplated hereby or thereby or entered into in connection herewith or therewith or any of the parties hereto, by execution transactions contemplated hereby or thereby. Each party hereby irrevocably agrees that all claims in respect of such dispute or proceeding shall be heard and delivery of this Agreement, unconditionally accepts and consents to the exclusive jurisdiction and venue of the Delaware Court of Chancery and any state appellate court to which orders and judgments thereof may be appealed within the State of Delaware determined in such courts (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware), including but not limited to the in personam and subject matter jurisdiction of those courts, or if jurisdiction over the matter is vested exclusively in federal courts, the United States District Court for the District of Delaware, and the appellate courts to which orders and judgments thereof may be appealed, waives any objections to such jurisdiction on the grounds of venue or forum non conveniens, the absence of in personam or subject matter jurisdiction and any similar grounds or any other manner permitted by Law, and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Agreement. In any such judicial proceeding, the parties agree that in addition to any method for the service of process permitted or required by hearing appeals from such courts). The parties hereby irrevocably waive, to the fullest extent permitted by applicable Law, service of process any objection which they may be made by delivery provided pursuant now or hereafter have to the directions laying of venue of any such dispute brought in Section 6.2such court or any defense of inconvenient forum in connection therewith. EACH OF THE PARTIES HEREBY HERETO WAIVES THE RIGHT TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW A JURY TRIAL BY JURY IN CONNECTION WITH ANY JUDICIAL SUIT, ACTION OR PROCEEDING INVOLVING ANY DISPUTE, CONTROVERSY OR CLAIM ARISING OUT SEEKING ENFORCEMENT OF OR RELATING TO SUCH PARTY’S RIGHTS UNDER THIS AGREEMENT, ANY ANCILLARY AGREEMENT OR ANY AGREEMENT OR INSTRUMENT CONTEMPLATED HEREBY OR THEREBY OR ENTERED INTO IN CONNECTION HEREWITH OR THEREWITH OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

Jurisdiction; Waiver of Jury Trial. In Each of the parties agrees that any judicial proceeding involving any dispute, controversy or claim dispute between the parties hereto arising out of shall be resolved only in the courts located in Washington D.C. or relating to this Agreement, each of the parties hereto, by execution and delivery of this Agreement, unconditionally accepts and consents to the exclusive jurisdiction and venue of the Delaware Court of Chancery and any state appellate court to which orders and judgments thereof may be appealed within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware), including but not limited to the in personam and subject matter jurisdiction of those courts, or if jurisdiction over the matter is vested exclusively in federal courts, the United States District Court for the District of Delaware, Columbia and the appellate courts having jurisdiction of appeals in such courts. In that context, and without limiting the generality of the foregoing, each of the parties hereto irrevocably and unconditionally (a) submits in any proceeding relating to which orders this Agreement or Ordan’s employment by the Company or any affiliate, or for the recognition and judgments enforcement of any judgment in respect thereof (a “Proceeding”), to the exclusive jurisdiction of the courts of Washington D.C., the court of the United States of America for the District of Columbia, and appellate courts having jurisdiction of appeals from any of the foregoing, and agrees that all claims in respect of any such Proceeding shall be heard and determined in such Washington D.C. court or, to the extent permitted by law, in such federal court, (b) consents that any such Proceeding may and shall be appealed, brought in such courts and waives any objections objection that Ordan or the Company may now or thereafter have to such jurisdiction on the grounds of venue or forum non conveniensjurisdiction of any such Proceeding in any such court or that such Proceeding was brought in an inconvenient court and agrees not to plead or claim the same, (c) waives all right to trial by jury in any Proceeding (whether based on contract, tort or otherwise) arising out of or relating to this Agreement or Ordan’s employment by the absence of in personam or subject matter jurisdiction and any similar grounds Company or any other manner permitted by Lawaffiliate of the Company, or Ordan’s or the Company’s performance under, or the enforcement of, this Agreement, and irrevocably (d) agrees to be bound by any judgment rendered thereby in connection with this Agreement. In any such judicial proceeding, the parties agree that in addition to any method for the service of process permitted in any such Proceeding may be effected by mailing a copy of such process by registered or required by such courtscertified mail (or any substantially similar form of mail), postage prepaid, to such party at Ordan’s or the fullest extent permitted by Law, service of process may be made by delivery Company’s address as provided pursuant to the directions in Section 6.2. EACH OF THE PARTIES HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING ANY DISPUTE, CONTROVERSY OR CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT10 hereof.

Jurisdiction; Waiver of Jury Trial. (a) In any judicial action or proceeding involving any dispute, controversy or claim between the parties hereto arising out of or relating to this Agreement, Agreement or the transactions contemplated hereby: (i) each of the parties hereto, by execution Purchaser and delivery of this Agreement, each Stockholder irrevocably and unconditionally accepts consents and consents submits to the exclusive jurisdiction and venue of the Delaware Chancery Court of Chancery the State of Delaware and any state appellate court to which orders and judgments thereof may be appealed within the State of Delaware (therefrom or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal (but only if) such court within the State of Delaware), including but not limited to the in personam and lacks subject matter jurisdiction of those courts, or if jurisdiction over the matter is vested exclusively in federal courtsjurisdiction, the United States District Court for sitting in New Castle County in the District State of Delaware, Delaware and the any appellate courts to which orders and judgments thereof may be appealed, waives any objections to such jurisdiction on the grounds of venue or forum non convenienscourt therefrom (collectively, the absence “Delaware Courts”); and (ii) each of the Purchaser and each Stockholder irrevocably consents to service of process by first class certified mail, return receipt requested, postage prepaid, to the address at which such Party is to receive notice in personam or subject matter jurisdiction and accordance with Section 5.1; provided that nothing in this Section 5.8(a) shall affect the right of any similar grounds or Party to serve legal process in any other manner permitted by Law, applicable Legal Requirements. Each of the Purchaser and each Stockholder irrevocably and unconditionally (1) agrees not to be bound by any judgment rendered thereby in connection with this Agreement. In commence any such judicial proceedingaction or proceeding except in the Delaware Courts, (2) agrees that any claim in respect of any such action or proceeding may be heard and determined in the parties agree Delaware Courts, (3) waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the jurisdiction or laying of venue of any such action or proceeding in addition to any method for the service of process permitted or required by such courtsDelaware Courts and (4) waives, to the fullest extent permitted by Lawlaw, service the defense of process may be made by delivery provided pursuant an inconvenient forum to the directions maintenance of such action or proceeding in Section 6.2. EACH OF THE PARTIES HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING ANY DISPUTE, CONTROVERSY OR CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT.the Delaware

Jurisdiction; Waiver of Jury Trial. In Each of the Parties hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of any judicial Delaware state court, or Federal court of the United States of America, sitting in Delaware, and any appellate court from any thereof, in any action or proceeding involving any dispute, controversy or claim between the parties hereto arising out of or relating to this AgreementAgreement or the agreements delivered in connection herewith or the transactions contemplated hereby or thereby or for recognition or enforcement of any judgment relating thereto, and each of the parties heretoParties hereby irrevocably and unconditionally (i) agrees not to commence any such action or proceeding except in such courts, by execution (ii) agrees that any claim in respect of any such action or proceeding may be heard and delivery of this Agreementdetermined in such Delaware state court or, unconditionally accepts and consents to the exclusive jurisdiction extent permitted by law, in such Federal court, (iii) waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of the any such action or proceeding in any such Delaware Court of Chancery and any state appellate court to which orders and judgments thereof may be appealed within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal Federal court within the State of Delaware), including but not limited to the in personam and subject matter jurisdiction of those courts, or if jurisdiction over the matter is vested exclusively in federal courts, the United States District Court for the District of Delaware, and the appellate courts to which orders and judgments thereof may be appealed, waives any objections to such jurisdiction on the grounds of venue or forum non conveniens, the absence of in personam or subject matter jurisdiction and any similar grounds or any other manner permitted by Law, and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Agreement. In any such judicial proceeding, the parties agree that in addition to any method for the service of process permitted or required by such courts(iv) waives, to the fullest extent permitted by Lawlaw, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such Delaware state or Federal court. Each of the Parties agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Each Party irrevocably consents to service of process may be made by delivery in the manner provided pursuant to the directions for notices in Section 6.212.6; provided that nothing in this Agreement will affect the right of any Party to serve process in any other manner permitted by law. EACH OF THE PARTIES PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW A TRIAL BY JURY IN RESPECT OF ANY JUDICIAL PROCEEDING INVOLVING ANY DISPUTE, CONTROVERSY LITIGATION DIRECTLY OR CLAIM INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENTAGREEMENT AND ANY OF THE AGREEMENTS DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE EITHER OF SUCH WAIVERS, (ii) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVERS, (iii) IT MAKES SUCH WAIVERS VOLUNTARILY AND (iv) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 12.4.

Jurisdiction; Waiver of Jury Trial. In Except for such disputes as are to be resolved under Section 3.03(b) pursuant to the terms thereof, the Parties agree that any judicial proceeding involving Proceeding seeking to enforce any disputeprovision of, controversy or claim between the parties hereto based on any matter arising out of or relating to in connection with, this Agreement, each of Agreement or the parties hereto, by execution and delivery of this Agreement, unconditionally accepts and consents to the exclusive jurisdiction and venue of the Transactions shall be brought in Delaware Court of Chancery and any state appellate sitting in Wilmington, Delaware and, in the event that such court to which orders and judgments thereof may be appealed within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware), including but does not limited to the in personam and have subject matter jurisdiction of those courts, or if jurisdiction over the matter is vested exclusively in federal courtsapplicable Proceeding, the United States District Court for the District of Delaware, and each of the Parties hereby irrevocably consents to the jurisdiction of such courts (and of the appropriate appellate courts to which orders and judgments thereof may be appealed, waives therefrom) in any objections to such jurisdiction on the grounds of venue or forum non conveniens, the absence of in personam or subject matter jurisdiction and any similar grounds or any other manner permitted by Law, Proceeding and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Agreement. In any such judicial proceeding, the parties agree that in addition to any method for the service of process permitted or required by such courtswaives, to the fullest extent permitted by Applicable Law, any objection that it may now or hereafter have to the laying of the venue of any such Proceeding in any such court or that any such Proceeding brought in any such court has been brought in an inconvenient forum. Process in any such Proceeding may be served on any Party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each Party agrees that service of process may be made by delivery on such Party as provided pursuant to the directions in Section 6.212.07 shall be deemed effective service of process on such Party. EACH OF THE PARTIES HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW TRIAL BY JURY IN ANY JUDICIAL LEGAL PROCEEDING INVOLVING ANY DISPUTE, CONTROVERSY OR CLAIM ARISING OUT OF OR RELATING RELATED TO THIS AGREEMENTAGREEMENT OR THE TRANSACTIONS. EACH OF THE PARTIES HEREBY AGREES AND CONSENTS THAT ANY SUCH LEGAL PROCEEDING SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT THE PARTIES MAY FILE A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

Jurisdiction; Waiver of Jury Trial. In any judicial proceeding involving any dispute(a) Except as otherwise expressly set forth herein, controversy or claim between the parties hereto all Actions arising out of or relating to this Agreement, each of Agreement will be heard and determined in the parties hereto, by execution and delivery of this Agreement, unconditionally accepts and consents to the exclusive jurisdiction and venue of the Delaware Court of Chancery and any state appellate court to which orders and judgments thereof may be appealed within of 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). The parties hereby (a) submit 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) for the purpose of any Action (other than as otherwise expressly set forth herein) arising out of or relating to this Agreement brought by any party and (b) irrevocably waive, and agree not to assert by way of motion, defense or otherwise, in any such Action, any claim that they are not subject personally to the jurisdiction of the above-named courts, that the property is exempt or immune from attachment or execution, that any such Action is brought in an inconvenient forum, that the venue of such Action is improper or that this Agreement or the Transactions may not be enforced in or by any of the above-named courts. Each of the parties agrees that mailing of process or other papers in connection with any action or proceeding in the manner provided in Section 11.2 or such other manner as may be permitted by Law will be valid and sufficient service of process. Each of the parties hereto agrees that a final and non-appealable judgment in Action so brought will be conclusive and may be enforced by suit on the judgment in any jurisdiction within or outside the United States or in any other manner provided in Law or in equity. Notwithstanding the foregoing, each of the parties hereto agrees that it will not bring or support any Action, cause of action, claim, cross-claim or third-party claim of any kind or description, whether in law or in equity, against the Financing Sources in any way relating to this Agreement or the Transactions, including but not limited any dispute arising out of or relating in any way to the Debt Financing Letter or the performance thereof, in personam and subject matter any forum other than the Supreme Court of the State of New York, County of New York, or, if under applicable Law exclusive jurisdiction of those courts, or if jurisdiction over the matter is vested exclusively in federal the Federal courts, the United States District Court for the Southern District of Delaware, New York (and the appellate courts to which orders and judgments thereof may be appealed, waives any objections to such jurisdiction on the grounds of venue or forum non conveniens, the absence of in personam or subject matter jurisdiction and any similar grounds or any other manner permitted by Law, and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Agreement. In any such judicial proceeding, the parties agree that in addition to any method for the service of process permitted or required by such courts, to the fullest extent permitted by Law, service of process may be made by delivery provided pursuant to the directions in Section 6.2. EACH OF THE PARTIES HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING ANY DISPUTE, CONTROVERSY OR CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENTthereof).

Jurisdiction; Waiver of Jury Trial. In Each party hereto hereby (a) irrevocably submits to the exclusive jurisdiction of the courts set forth in Section 6.7 for itself and with respect to its respective properties for the purpose of any judicial proceeding involving any dispute, controversy or claim between the parties hereto action arising out of or relating to this AgreementAgreement brought by any party hereto, each and (b) agrees not to commence any action 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 in Delaware as described herein. Each of the parties heretofurther agrees that notice as provided herein shall constitute sufficient service of process and the parties further waive any argument that such service is insufficient. Each of the parties hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any action arising out of or relating to this Agreement or the transactions contemplated hereby, (i) any claim that it is not personally subject to the jurisdiction of the courts in Delaware as described herein for any reason, (ii) 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 delivery (iii) that (A) the action in any such court is brought in an inconvenient forum, (B) the venue of such action is improper or (C) this Agreement, unconditionally accepts and consents to or the exclusive jurisdiction and venue of the Delaware Court of Chancery and any state appellate court to which orders and judgments thereof may be appealed within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware), including but not limited to the in personam and subject matter jurisdiction of those courtshereof, may not be enforced in or if jurisdiction over the matter is vested exclusively in federal courts, the United States District Court for the District of Delaware, and the appellate courts to which orders and judgments thereof may be appealed, waives any objections to such jurisdiction on the grounds of venue or forum non conveniens, the absence of in personam or subject matter jurisdiction and any similar grounds or any other manner permitted by Law, and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Agreement. In any such judicial proceeding, the parties agree that in addition to any method for the service of process permitted or required by such courts, to the fullest extent permitted by Law, service of process may be made by delivery provided pursuant to the directions in Section 6.2. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN WITH RESPECT TO ANY JUDICIAL PROCEEDING INVOLVING ANY DISPUTE, CONTROVERSY LITIGATION DIRECTLY OR CLAIM INDIRECTLY ARISING OUT OF OF, UNDER OR RELATING TO IN CONNECTION WITH THIS AGREEMENTAGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREIN.

Jurisdiction; Waiver of Jury Trial. In any judicial proceeding involving any dispute, controversy or claim between (a) Each of the parties hereto agrees that all actions, suits or proceedings arising out of or relating to based upon this Agreement, each 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 hereto, hereby by execution and delivery of this Agreement, unconditionally accepts and consents hereof (i) hereby irrevocably submits to the exclusive jurisdiction and venue of the Delaware Court of Chancery and any state appellate court to which orders and judgments thereof may be appealed within 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 (orii) hereby waives to the extent not prohibited by applicable law, if the Delaware Court and agrees not to assert, by way of Chancery declines to accept jurisdiction over motion, as a particular matterdefense or otherwise, in any such action, suit or proceeding, any state claim that he or federal 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 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 court within 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 hereby consents to service of process in any such suit, action or proceeding in any manner permitted by the laws of the State of Delaware), including but not limited to the in personam and subject matter jurisdiction of those courts, or if jurisdiction over the matter is vested exclusively in federal courts, the United States District Court for the District of Delaware, and the appellate courts to which orders and judgments thereof may be appealed, waives any objections to such jurisdiction on the grounds of venue or forum non conveniens, the absence of in personam or subject matter jurisdiction and any similar grounds or any other manner permitted by Law, and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Agreement. In any such judicial proceeding, the parties agree that in addition to any method for the service of process permitted by registered or required certified mail, return receipt requested, at the address specified in or pursuant to Section 18.3 is reasonably calculated to give actual notice and waives and agrees not to assert by way of motion, as a defense or otherwise, in any such courtsaction, to the fullest extent permitted by Law, suit or proceeding any claim that service of process may be made by delivery provided pursuant in accordance with Section 18.3 does not constitute good and sufficient service of process. The provisions of this Section 18.5 shall not restrict the ability of any party to enforce in any court any judgment obtained in the directions federal courts located in Section 6.2. EACH OF THE PARTIES HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING ANY DISPUTE, CONTROVERSY OR CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENTthe State of Delaware.

Jurisdiction; Waiver of Jury Trial. In Each of the Owner and the Servicer hereby irrevocably submits to the non-exclusive jurisdiction of the courts of the State of New York sitting in the borough of Manhattan and the Federal Courts of the United States of America for the Southern District of New York and any judicial appellate court thereof in any action or proceeding involving any dispute, controversy or claim between the parties hereto arising out of or relating to this Agreement, and each of the parties hereto, by execution Owner and delivery the Servicer hereby irrevocably agrees that all claims in respect of this Agreement, unconditionally accepts such action or proceeding may be heard and determined in such New York State court or in such Federal court. Each of the Owner and the Servicer hereby irrevocably consents to the exclusive jurisdiction fullest extent permitted under Applicable Regulations, to the service of any summons and venue of the Delaware Court of Chancery complaint and any state appellate court other process by the mailing of copies of such process to which orders and judgments thereof may be appealed within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware), including but not limited to the them at their respective address specified in personam and subject matter jurisdiction of those courts, or if jurisdiction over the matter is vested exclusively in federal courts, the United States District Court for the District of Delaware, and the appellate courts to which orders and judgments thereof may be appealed, waives any objections to such jurisdiction on the grounds of venue or forum non conveniens, the absence of in personam or subject matter jurisdiction and any similar grounds or any other manner permitted by Law, and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Agreement. In any such judicial proceeding, Each of the parties agree that in addition to any method for Owner and the service of process permitted or required by such courtsServicer hereby agrees, to the fullest extent permitted by Lawunder Applicable Regulations, service of process that a final judgment in any such action or proceeding shall be conclusive and may be made enforced in other jurisdictions by delivery suit on the judgment or in any other manner provided pursuant to the directions in Section 6.2by law. EACH OF THE PARTIES HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY UNDER APPLICABLE LAW LAW, EACH OF THE OWNER AND THE SERVICER HEREBY IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY JUDICIAL ACTION, PROCEEDING INVOLVING ANY DISPUTE, CONTROVERSY OR CLAIM COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT.

Jurisdiction; Waiver of Jury Trial. In any judicial Any suit, action or proceeding involving any dispute, controversy with respect to the Plan or claim between the parties hereto arising out of or relating to this Agreement, each or any judgment entered by any court of competent jurisdiction in respect of any thereof, shall be resolved only in the courts of the parties heretoState of Ohio or the United States District Court for the Northern District of Ohio and the appellate courts having jurisdiction of appeals in such courts. In that context, by execution and delivery without limiting the generality of the foregoing, the Company and the Participant shall irrevocably and unconditionally (a) submit in any proceeding relating to the Plan or this Agreement, unconditionally accepts or for the recognition and consents enforcement of any judgment in respect thereof (a “Proceeding”), to the exclusive jurisdiction and venue of the Delaware Court courts of Chancery and any state appellate court to which orders and judgments thereof may be appealed within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware), including but not limited to the in personam and subject matter jurisdiction of those courts, or if jurisdiction over the matter is vested exclusively in federal courtsOhio, the United States District Court for the Northern District of DelawareOhio, and the appellate courts having jurisdiction of appeals from any of the foregoing, and agree that all claims in respect of any such Proceeding shall be heard and determined in such Ohio State court or, to which orders the extent permitted by law, in such federal court; (b) consent that any such Proceeding may and judgments thereof shall be brought in such courts and waives any objection that the Company and the Participant may now or thereafter have to the venue or jurisdiction of any such Proceeding in any such court or that such Proceeding was brought in an inconvenient forum and agree not to plead or claim the same; (c) waive all right to trial by jury in any Proceeding (whether based on contract, tort or otherwise) arising out of or relating to the Plan or this Agreement; (d) agree that service of process in any such Proceeding may be appealedeffected by mailing a copy of such process by registered or certified mail (or any substantially similar form of mail), waives any objections postage prepaid, to such jurisdiction on party, in the grounds case of venue or forum non conveniensthe Participant, at the absence Participant’s address shown in the books and records of the Company or, in personam or subject matter jurisdiction the case of the Company, at the Company’s principal offices, attention General Counsel; and any similar grounds or (e) agree that nothing in this Agreement shall affect the right to effect service of process in any other manner permitted by Law, and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Agreement. In any such judicial proceeding, the parties agree that in addition to any method for laws of the service State of process permitted or required by such courts, to the fullest extent permitted by Law, service of process may be made by delivery provided pursuant to the directions in Section 6.2. EACH OF THE PARTIES HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING ANY DISPUTE, CONTROVERSY OR CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENTOhio.

Jurisdiction; Waiver of Jury Trial. In The parties hereby agree that any judicial suit, action or proceeding involving seeking to enforce any disputeprovision of, controversy or claim between the parties hereto based on any matter arising out of or relating to in connection with, this Agreement, each of Agreement or the parties hereto, by execution and delivery of this Agreement, unconditionally accepts and consents to the exclusive jurisdiction and venue of the Delaware Court of Chancery and any state appellate court to which orders and judgments thereof may transactions contemplated hereby shall be appealed within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware), including but not limited to the brought in personam and subject matter jurisdiction of those courts, or if jurisdiction over the matter is vested exclusively in federal courts, the United States District Court for the Southern District of DelawareNew York or any other New York State court sitting in New York County, and the appellate so long as one of such courts to which orders and judgments thereof may be appealed, waives any objections to such jurisdiction on the grounds of venue or forum non conveniens, the absence of in personam or shall have subject matter jurisdiction and any similar grounds over such suit, action or any other manner permitted by Lawproceeding, and that any cause of action arising out of this Agreement shall be deemed to have arisen from a transaction of business in the State of New York, and each of the parties hereby irrevocably agrees consents to be bound by any judgment rendered thereby the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in connection with this Agreement. In any such judicial proceedingsuit, the parties agree that in addition to any method for the service of process permitted action or required by such courtsproceeding 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 which is brought in any such court has been brought in an inconvenient form. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that service of process may be made by delivery on such party as provided pursuant to the directions in Section 6.27.01 shall be deemed effective service of process on such party. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW TRIAL BY JURY IN ANY JUDICIAL LEGAL PROCEEDING INVOLVING ANY DISPUTE, CONTROVERSY OR CLAIM ARISING OUT OF OR RELATING RELATED TO THIS AGREEMENTAGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Jurisdiction; Waiver of Jury Trial. In any judicial proceeding involving The Parties agree that, except as set forth in Section 8.5 above, jurisdiction and venue for any dispute, controversy controversy, or claim between the parties hereto arising Parties that arises out of or relating relates to this Agreement, each the Executive’s employment with the Company, or any termination of the parties hereto, by execution and delivery of this Agreement, unconditionally accepts and consents to the exclusive jurisdiction and venue of the Delaware Court of Chancery and any state appellate court to which orders and judgments thereof may be appealed within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware)such employment, including but not limited to the in personam and subject matter jurisdiction of those courtsmatters concerning validity, construction, performance, or if jurisdiction over the matter is vested enforcement, must be exclusively in the federal courtsand state courts of the State of New York, located in the city of New York, New York (collectively, the United States District Court for the District of Delaware“Selected Courts”) (except that a final judgment in any such action will be conclusive and enforced in other jurisdictions), and the appellate courts to which orders and judgments thereof may be appealed, waives any objections to such jurisdiction on the grounds of venue or forum non conveniens, the absence of in personam or subject matter jurisdiction and any similar grounds or any other manner permitted by Law, and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Agreement. In any such judicial proceeding, the parties agree further that in addition to any method for the service of process permitted or required by such courts, to the fullest extent permitted by Law, service of process may be made in any matter permitted by delivery provided pursuant law. Each of the Parties irrevocably waives and agrees not to assert (i) any objection that the Executive or it may ever have to the directions laying of venue of any action or proceeding arising hereunder in the Selected Courts or (ii) any claim that any such action brought in any such court has been brought in an inconvenient forum. This Section 6.28.6 is intended to fix the location of potential litigation between the parties and does not create any causes of action or waive any defenses or immunities to suit. EACH PARTY WAIVES ANY RIGHT TO A TRIAL BY JURY, TO THE EXTENT LAWFUL, AND AGREES THAT ANY OF THEM MAY FILE A COPY OF THIS SECTION 8.6 WITH ANY COURT AS WRITTEN EVIDENCE OF THE KNOWING, VOLUNTARY, AND BARGAINED-FOR AGREEMENT AMONG THE PARTIES HEREBY WAIVES IRREVOCABLY TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW WAIVE THEIR RIGHT TO TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING ANY DISPUTE, CONTROVERSY OR CLAIM ARISING OUT OF OR LITIGATION WHATSOEVER BETWEEN THEM RELATING TO THIS AGREEMENTAGREEMENT OR THE CONTEMPLATED TRANSACTIONS.

Jurisdiction; Waiver of Jury Trial. In any judicial proceeding involving any dispute(a) Except as otherwise expressly set forth herein, controversy or claim between the parties hereto all Actions arising out of or relating to this Agreement, each of Agreement will be heard and determined in the parties hereto, by execution and delivery of this Agreement, unconditionally accepts and consents to the exclusive jurisdiction and venue of the Delaware Court of Chancery and any state appellate court to which orders and judgments thereof may be appealed within of 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), including but not limited . The parties hereby (a) submit to the in personam and subject matter exclusive jurisdiction of those 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) for the purpose of any Action (other than as otherwise expressly set forth herein) arising out of or relating to this Agreement brought by any party and (b) irrevocably waive, and agree not to assert by way of motion, defense or otherwise, in any such Action, any claim that they are not subject personally to the jurisdiction of the above-named courts, that the property is exempt or if immune from attachment or execution, that any such Action is brought in an inconvenient forum, that the venue of such Action is improper or that this Agreement or the Transactions may not be enforced in or by any of the above-named courts. Each of the parties agrees that mailing of process or other papers in connection with any action or proceeding in the manner provided in Section 10.2 or such other manner as may be permitted by Law will be valid and sufficient service of process. Each of the parties hereto agrees that a final and non- appealable judgment in Action so brought will be conclusive and may be enforced by suit on the judgment in any jurisdiction over the matter is vested exclusively in federal courts, within or outside the United States District Court for the District of Delaware, and the appellate courts to which orders and judgments thereof may be appealed, waives any objections to such jurisdiction on the grounds of venue or forum non conveniens, the absence of in personam or subject matter jurisdiction and any similar grounds or any other manner permitted by Law, and irrevocably agrees to be bound by any judgment rendered thereby provided in connection with this Agreement. In any such judicial proceeding, the parties agree that Law or in addition to any method for the service of process permitted or required by such courts, to the fullest extent permitted by Law, service of process may be made by delivery provided pursuant to the directions in Section 6.2. EACH OF THE PARTIES HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING ANY DISPUTE, CONTROVERSY OR CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENTequity.

Jurisdiction; Waiver of Jury Trial. In any judicial proceeding involving any dispute, controversy or claim between Each of the parties hereto irrevocably submits to the exclusive jurisdiction of the Court of Chancery of the State of Delaware, or, in the event (but only in the event) that such court does not have subject matter jurisdiction over any action, suit or proceeding (each, a "Proceeding"), the federal courts of the United States of America located in the State of Delaware, in respect of all matters arising out of or relating to this Letter Agreement, the interpretation and enforcement of the provisions of this Letter Agreement, and of the documents referred to in this Letter Agreement, and hereby waives, and agrees not to assert, as a defense in any Proceeding for the interpretation or enforcement hereof or of any such document, that (i) it is not subject thereto, (ii) such Proceeding may not be brought or is not maintainable in said courts, (iii) the venue thereof may not be appropriate or (iv) this Letter Agreement or any such document may not be enforced in or by such courts, and each of the parties hereto, by execution hereto irrevocably agrees that all claims with respect to such Proceeding shall be heard and delivery determined exclusively in such courts. The parties hereto irrevocably consent and submit to the personal jurisdiction of such courts in respect of the interpretation and enforcement of the provisions of this Letter Agreement, unconditionally accepts . Each party hereto acknowledges and consents agrees that any controversy that may arise under this Letter Agreement is likely to the exclusive jurisdiction involve complicated and venue of the Delaware Court of Chancery and any state appellate court to which orders and judgments thereof may be appealed within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware), including but not limited to the in personam and subject matter jurisdiction of those courts, or if jurisdiction over the matter is vested exclusively in federal courts, the United States District Court for the District of Delawaredifficult issues, and the appellate courts to which orders therefore each party hereto irrevocably and judgments thereof may be appealed, unconditionally waives any objections right such party may have to such jurisdiction on the grounds a trial by jury in respect of venue any Proceeding directly or forum non conveniens, the absence indirectly arising out of in personam or subject matter jurisdiction and any similar grounds or any other manner permitted by Law, and irrevocably agrees relating to be bound by any judgment rendered thereby in connection with this Letter Agreement. In any such judicial proceeding, the parties agree that in addition to any method for the service of process permitted or required by such courts, to the fullest extent permitted by Law, service of process may be made by delivery provided pursuant to the directions in Section 6.2. EACH OF THE PARTIES HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING ANY DISPUTE, CONTROVERSY OR CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT.